##### 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, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 333-135139
 SS&C TECHNOLOGIES, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    06-1169696(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 80 Lamberton Road
Windsor, CT 06095
(Address of principal executive offices, including zip code)
 860-298-4500
(Registrants telephone number, including area code)
 þ 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




---



##### 



SS&C TECHNOLOGIES, INC.
 INDEX
 PageNumberPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)Condensed Consolidated Balance Sheets at
March 31, 2008 and December 31, 2007
    
    
    2Condensed Consolidated Statements of Operations for the
three months ended March 31, 2008 and 2007
    
    
    3Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2008 and 2007
    
    
    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 4T.
    
    Controls and Procedures
    
    
    21PART
II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 6.
    
    Exhibits
    
    
    23SIGNATURES
    
    
    24EXHIBIT INDEX
    
    
    25Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32 Section 906 Certification of CEO and CFO
   1




---



##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
    March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    25,587
    
    
    $
    19,175Accounts receivable, net of allowance for
doubtful accounts of $1,421 and $1,248,
respectively
    
    
    42,266
    
    
    
    39,546Prepaid expenses and other current assets
    
    
    9,754
    
    
    
    9,585Deferred income taxes
    
    
    1,203
    
    
    
    1,169Total current assets
    
    
    78,810
    
    
    
    69,475Property and equipmentLeasehold improvements
    
    
    6,039
    
    
    
    4,522Equipment, furniture, and fixtures
    
    
    18,744
    
    
    
    17,53224,783
    
    
    
    22,054Less accumulated depreciation
    
    
    (10,333
    )
    
    
    (9,014
    )Net property and equipment
    
    
    14,450
    
    
    
    13,040Goodwill
    
    
    854,192
    
    
    
    860,690Intangible and other assets, net of
accumulated amortization of $62,912 and
$55,572, respectively
    
    
    237,960
    
    
    
    247,290Total assets
    
    $
    1,185,412
    
    
    $
    1,190,495LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,312
    
    
    $
    2,429Accounts payable
    
    
    3,170
    
    
    
    2,558Income taxes payable
    
    
    2,849
    
    
    
    3,181Accrued employee compensation and benefits
    
    
    4,399
    
    
    
    11,668Other accrued expenses
    
    
    8,863
    
    
    
    10,053Interest payable
    
    
    8,071
    
    
    
    2,090Deferred maintenance and other revenue
    
    
    40,421
    
    
    
    29,480Total current liabilities
    
    
    70,085
    
    
    
    61,459Long-term debt, net of current portion
    
    
    428,664
    
    
    
    440,580Other long-term liabilities
    
    
    14,112
    
    
    
    10,216Deferred income taxes
    
    
    63,354
    
    
    
    65,647Total liabilities
    
    
    576,215
    
    
    
    577,902Commitments and contingencies (Note 7)Stockholders equityCommon stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    571,918
    
    
    
    570,497Accumulated other comprehensive income
    
    
    25,062
    
    
    
    33,615Retained earnings
    
    
    12,217
    
    
    
    8,481Total stockholders equity
    
    
    609,197
    
    
    
    612,593Total liabilities and stockholders equity
    
    $
    1,185,412
    
    
    $
    1,190,495
  2




---



##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2008
    
    
    2007Revenues:Software licenses
    
    $
    6,655
    
    
    $
    6,117Maintenance
    
    
    16,357
    
    
    
    14,987Professional services
    
    
    5,268
    
    
    
    4,135Software-enabled services
    
    
    40,243
    
    
    
    30,675Total revenues
    
    
    68,523
    
    
    
    55,914Cost of revenues:Software licenses
    
    
    2,299
    
    
    
    2,418Maintenance
    
    
    6,616
    
    
    
    6,462Professional services
    
    
    3,560
    
    
    
    3,463Software-enabled services
    
    
    22,448
    
    
    
    17,099Total cost of revenues
    
    
    34,923
    
    
    
    29,442Gross profit
    
    
    33,600
    
    
    
    26,472Operating expenses:Selling and marketing
    
    
    4,995
    
    
    
    4,108Research and development
    
    
    6,964
    
    
    
    6,267General and administrative
    
    
    5,819
    
    
    
    5,050Total operating expenses
    
    
    17,778
    
    
    
    15,425Operating income
    
    
    15,822
    
    
    
    11,047Interest expense, net
    
    
    (10,428
    )
    
    
    (11,420
    )Other income, net
    
    
    225
    
    
    
    126Income (loss) before income taxes
    
    
    5,619
    
    
    
    (247
    )Provision (benefit) for income taxes
    
    
    1,883
    
    
    
    (74
    )Net income (loss)
    
    $
    3,736
    
    
    $
    (173
    )
  3




---



##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2008
    
    
    2007Cash flow from operating activities:Net income (loss)
    
    $
    3,736
    
    
    $
    (173
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    8,998
    
    
    
    8,483Amortization of loan origination costs
    
    
    587
    
    
    
    566Foreign exchange gains on debt
    
    
    
    
    
    
    (162
    )Equity losses in long-term investment
    
    
    39
    
    
    
    Loss on sale or disposition of property and equipment
    
    
    1
    
    
    
    Deferred income taxes
    
    
    (485
    )
    
    
    (326
    )Stock-based compensation expense
    
    
    1,289
    
    
    
    813Provision for doubtful accounts
    
    
    250
    
    
    
    245Changes in operating assets and liabilities, excluding
effects from acquisitions:Accounts receivable
    
    
    (2,992
    )
    
    
    (4,667
    )Prepaid expenses and other assets
    
    
    (654
    )
    
    
    (316
    )Income taxes receivable
    
    
    
    
    
    
    (3,244
    )Accounts payable
    
    
    635
    
    
    
    1,392Accrued expenses and other liabilities
    
    
    (2,429
    )
    
    
    3,563Income taxes payable
    
    
    (330
    )
    
    
    (205
    )Deferred maintenance and other revenues
    
    
    10,747
    
    
    
    10,274Net cash provided by operating activities
    
    
    19,392
    
    
    
    16,243Cash flow from investing activities:Additions to property and equipment
    
    
    (2,906
    )
    
    
    (2,235
    )Cash paid for business acquisitions, net of cash acquired
    
    
    
    
    
    
    (5,047
    )Net cash used in investing activities
    
    
    (2,906
    )
    
    
    (7,282
    )Cash flow from financing activities:Cash received from borrowings
    
    
    
    
    
    
    3,000Repayment of debt
    
    
    (10,580
    )
    
    
    (12,051
    )Transactions involving SS&C Holdings common stock
    
    
    131
    
    
    
    Net cash used in financing activities
    
    
    (10,449
    )
    
    
    (9,051
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    375
    
    
    
    105Net increase in cash and cash equivalents
    
    
    6,412
    
    
    
    15Cash and cash equivalents, beginning of period
    
    
    19,175
    
    
    
    11,718Cash and cash equivalents, end of period
    
    $
    25,587
    
    
    $
    11,733
  4




---



##### Table of Contents



SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
 
            5




---



##### Table of Contents



Statements of operations classification
 2008
    
    
    2007Cost of maintenance
    
    $
    24
    
    
    $
    21Cost of professional services
    
    
    41
    
    
    
    26Cost of software-enabled services
    
    
    293
    
    
    
    179Total cost of revenues
    
    
    358
    
    
    
    226Selling and marketing
    
    
    207
    
    
    
    131Research and development
    
    
    133
    
    
    
    85General and administrative
    
    
    591
    
    
    
    371Total operating expenses
    
    
    931
    
    
    
    587Total stock-based compensation expense
    
    $
    1,289
    
    
    $
    813
  Shares ofHoldingsUnder OptionOutstanding at January 1, 2008
    
    
    12,155,024Granted
    
    
    Cancelled/forfeited
    
    
    (129,986
    )Exercised
    
    
    (13,222
    )Outstanding at March 31, 2008
    
    
    12,011,816
    Three Months Ended March 31,2008
    
    
    2007Net income (loss)
    
    $
    3,736
    
    
    $
    (173
    )Foreign currency translation (losses) gains
    
    
    (5,987
    )
    
    
    1,976Unrealized losses on interest rate swaps, net of tax
    
    
    (2,566
    )
    
    
    (306
    )Total comprehensive (loss) income
    
    $
    (4,817
    )
    
    $
    1,497
   March 31,
    
    
    December 31,2008
    
    
    2007Senior credit facility, term loan portion,
weighted-average interest rate of 5.12% and
7.04%, respectively
    
    $
    225,976
    
    
    $
    238,00911 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000430,976
    
    
    
    443,009Current portion of long-term debt
    
    
    (2,312
    )
    
    
    (2,429
    )Long-term debt
    
    $
    428,664
    
    
    $
    440,580
   6




---



##### Table of Contents



7




---



##### Table of Contents



Three Months Ended March 31,2008
    
    
    2007United States
    
    $
    39,891
    
    
    $
    34,347Canada
    
    
    11,289
    
    
    
    8,804Americas excluding United States and Canada
    
    
    2,500
    
    
    
    845Europe
    
    
    13,028
    
    
    
    10,741Asia Pacific and Japan
    
    
    1,815
    
    
    
    1,177$
    68,523
    
    
    $
    55,914
  Three Months Ended March 31,2008
    
    
    2007Portfolio management/accounting
    
    $
    54,958
    
    
    $
    43,536Trading/treasury operations
    
    
    7,152
    
    
    
    6,275Financial modeling
    
    
    2,181
    
    
    
    2,097Loan management/accounting
    
    
    1,242
    
    
    
    931Property management
    
    
    1,384
    
    
    
    1,396Money market processing
    
    
    945
    
    
    
    1,149Training
    
    
    661
    
    
    
    530$
    68,523
    
    
    $
    55,914
 8




---



##### Table of Contents



3 4
  Condensed
Consolidating Balance Sheet at March 31, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    18,537
    
    
    $
    643
    
    
    $
    6,407
    
    
    $
    
    
    
    $
    25,587Accounts receivable, net
    
    
    21,468
    
    
    
    5,855
    
    
    
    14,943
    
    
    
    
    
    
    
    42,266Prepaid expenses and other current assets
    
    
    5,567
    
    
    
    765
    
    
    
    3,422
    
    
    
    
    
    
    
    9,754Deferred income taxes
    
    
    508
    
    
    
    76
    
    
    
    619
    
    
    
    
    
    
    
    1,203Property and equipment, net
    
    
    8,505
    
    
    
    2,084
    
    
    
    3,861
    
    
    
    
    
    
    
    14,450Investment in subsidiaries
    
    
    129,366
    
    
    
    
    
    
    
    
    
    
    
    (129,366
    )
    
    
    Intercompany balances
    
    
    137,345
    
    
    
    (5,654
    )
    
    
    (131,691
    )
    
    
    
    
    
    
    Deferred taxes, long-term
    
    
    
    
    
    
    801
    
    
    
    899
    
    
    
    (1,700
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    764,422
    
    
    
    20,554
    
    
    
    307,176
    
    
    
    
    
    
    
    1,092,152Total assets
    
    $
    1,085,718
    
    
    $
    25,124
    
    
    $
    205,636
    
    
    $
    (131,066
    )
    
    $
    1,185,412Current portion of long-term debt
    
    $
    1,766
    
    
    $
    
    
    
    $
    546
    
    
    $
    
    
    
    $
    2,312Accounts payable
    
    
    1,698
    
    
    
    189
    
    
    
    1,283
    
    
    
    
    
    
    
    3,170Accrued expenses and other liabilities
    
    
    15,209
    
    
    
    946
    
    
    
    5,178
    
    
    
    
    
    
    
    21,333Income taxes payable
    
    
    320
    
    
    
    999
    
    
    
    1,530
    
    
    
    
    
    
    
    2,849Deferred maintenance and other revenue
    
    
    25,262
    
    
    
    4,949
    
    
    
    10,210
    
    
    
    
    
    
    
    40,421Long-term debt, net of current portion
    
    
    375,824
    
    
    
    
    
    
    
    52,840
    
    
    
    
    
    
    
    428,664Other long-term liabilities
    
    
    7,730
    
    
    
    
    
    
    
    6,382
    
    
    
    
    
    
    
    14,112Deferred income taxes, long-term
    
    
    48,712
    
    
    
    
    
    
    
    16,342
    
    
    
    (1,700
    )
    
    
    63,354Total liabilities
    
    
    476,521
    
    
    
    7,083
    
    
    
    94,311
    
    
    
    (1,700
    )
    
    
    576,215Stockholders equity
    
    
    609,197
    
    
    
    18,041
    
    
    
    111,325
    
    
    
    (129,366
    )
    
    
    609,197Total liabilities and stockholders equity
    
    $
    1,085,718
    
    
    $
    25,124
    
    
    $
    205,636
    
    
    $
    (131,066
    )
    
    $
    1,185,412
 9




---



##### Table of Contents



Condensed
Consolidating Balance Sheet at December 31, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    9,031
    
    
    $
    1,984
    
    
    $
    8,160
    
    
    $
    
    
    
    $
    19,175Accounts receivable, net
    
    
    19,281
    
    
    
    4,792
    
    
    
    15,473
    
    
    
    
    
    
    
    39,546Prepaid expenses and other current assets
    
    
    5,444
    
    
    
    421
    
    
    
    3,720
    
    
    
    
    
    
    
    9,585Deferred income taxes
    
    
    497
    
    
    
    77
    
    
    
    595
    
    
    
    
    
    
    
    1,169Property and equipment, net
    
    
    8,475
    
    
    
    661
    
    
    
    3,904
    
    
    
    
    
    
    
    13,040Investment in subsidiaries
    
    
    121,363
    
    
    
    
    
    
    
    
    
    
    
    (121,363
    )
    
    
    Intercompany balances
    
    
    151,489
    
    
    
    (8,769
    )
    
    
    (142,720
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    1,026
    
    
    
    
    
    
    
    (1,026
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    770,442
    
    
    
    20,766
    
    
    
    316,772
    
    
    
    
    
    
    
    1,107,980Total assets
    
    $
    1,086,022
    
    
    $
    20,958
    
    
    $
    205,904
    
    
    $
    (122,389
    )
    
    $
    1,190,495Current portion of long-term debt
    
    $
    1,817
    
    
    $
    
    
    
    $
    612
    
    
    $
    
    
    
    $
    2,429Accounts payable
    
    
    1,407
    
    
    
    56
    
    
    
    1,095
    
    
    
    
    
    
    
    2,558Accrued expenses
    
    
    15,248
    
    
    
    1,725
    
    
    
    6,838
    
    
    
    
    
    
    
    23,811Income taxes payable
    
    
    623
    
    
    
    
    
    
    
    2,558
    
    
    
    
    
    
    
    3,181Deferred maintenance and other revenue
    
    
    18,768
    
    
    
    2,894
    
    
    
    7,818
    
    
    
    
    
    
    
    29,480Long-term debt, net of current portion
    
    
    381,214
    
    
    
    
    
    
    
    59,366
    
    
    
    
    
    
    
    440,580Other long-term liabilities
    
    
    3,680
    
    
    
    
    
    
    
    6,536
    
    
    
    
    
    
    
    10,216Deferred income taxes, long-term
    
    
    50,672
    
    
    
    
    
    
    
    16,001
    
    
    
    (1,026
    )
    
    
    65,647Total liabilities
    
    
    473,429
    
    
    
    4,675
    
    
    
    100,824
    
    
    
    (1,026
    )
    
    
    577,902Stockholders equity
    
    
    612,593
    
    
    
    16,283
    
    
    
    105,080
    
    
    
    (121,363
    )
    
    
    612,593Total liabilities and stockholders equity
    
    $
    1,086,022
    
    
    $
    20,958
    
    
    $
    205,904
    
    
    $
    (122,389
    )
    
    $
    1,190,495
 Condensed
Consolidating Statement of Operations for the three months ended March 31, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    29,139
    
    
    $
    17,798
    
    
    $
    22,064
    
    
    $
    (478
    )
    
    $
    68,523Cost of revenue
    
    
    15,682
    
    
    
    10,438
    
    
    
    9,281
    
    
    
    (478
    )
    
    
    34,923Gross profit
    
    
    13,457
    
    
    
    7,360
    
    
    
    12,783
    
    
    
    
    
    
    
    33,600Operating expenses:Selling & marketing
    
    
    3,082
    
    
    
    332
    
    
    
    1,581
    
    
    
    
    
    
    
    4,995Research & development
    
    
    3,505
    
    
    
    1,119
    
    
    
    2,340
    
    
    
    
    
    
    
    6,964General & administrative
    
    
    4,040
    
    
    
    174
    
    
    
    1,605
    
    
    
    
    
    
    
    5,819Total operating expenses
    
    
    10,627
    
    
    
    1,625
    
    
    
    5,526
    
    
    
    
    
    
    
    17,778Operating income
    
    
    2,830
    
    
    
    5,735
    
    
    
    7,257
    
    
    
    
    
    
    
    15,822Interest expense, net
    
    
    (6,308
    )
    
    
    
    
    
    
    (4,120
    )
    
    
    
    
    
    
    (10,428
    )Other income (expense), net
    
    
    (193
    )
    
    
    48
    
    
    
    370
    
    
    
    
    
    
    
    225(Loss) income before income taxes
    
    
    (3,671
    )
    
    
    5,783
    
    
    
    3,507
    
    
    
    
    
    
    
    5,619(Benefit) provision for income taxes
    
    
    (525
    )
    
    
    1,226
    
    
    
    1,182
    
    
    
    
    
    
    
    1,883Equity in net income of subsidiaries
    
    
    6,882
    
    
    
    
    
    
    
    
    
    
    
    (6,882
    )
    
    
    Net income
    
    $
    3,736
    
    
    $
    4,557
    
    
    $
    2,325
    
    
    $
    (6,882
    )
    
    $
    3,736
 10




---



##### Table of Contents



Condensed
Consolidating Statement of Operations 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
    )
 Condensed
Consolidating Statement of Cash Flows for the three months ended March 31, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    3,736
    
    
    $
    4,557
    
    
    $
    2,326
    
    
    $
    (6,883
    )
    
    $
    3,736Non-cash adjustments
    
    
    691
    
    
    
    534
    
    
    
    2,571
    
    
    
    6,883
    
    
    
    10,679Changes in operating assets and liabilities
    
    
    4,036
    
    
    
    997
    
    
    
    (56
    )
    
    
    
    
    
    
    4,977Net cash provided by operating activities
    
    
    8,463
    
    
    
    6,088
    
    
    
    4,841
    
    
    
    
    
    
    
    19,392Cash Flow from Investment Activities:Intercompany transactions
    
    
    7,035
    
    
    
    (5,915
    )
    
    
    (1,120
    )
    
    
    
    
    
    
    Additions to property and equipment
    
    
    (682
    )
    
    
    (1,514
    )
    
    
    (710
    )
    
    
    
    
    
    
    (2,906
    )Net cash
provided by (used in) investing activities
    
    
    6,353
    
    
    
    (7,429
    )
    
    
    (1,830
    )
    
    
    
    
    
    
    (2,906
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (5,441
    )
    
    
    
    
    
    
    (5,139
    )
    
    
    
    
    
    
    (10,580
    )Transactions involving SS&C Holdings
common stock
    
    
    131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131Net cash used in financing activities
    
    
    (5,310
    )
    
    
    
    
    
    
    (5,139
    )
    
    
    
    
    
    
    (10,449
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    375
    
    
    
    
    
    
    
    375Net increase (decrease) in cash and cash
equivalents
    
    
    9,506
    
    
    
    (1,341
    )
    
    
    (1,753
    )
    
    
    
    
    
    
    6,412Cash and cash equivalents, beginning of
period
    
    
    9,031
    
    
    
    1,984
    
    
    
    8,160
    
    
    
    
    
    
    
    19,175Cash and cash equivalents, end of period
    
    $
    18,537
    
    
    $
    643
    
    
    $
    6,407
    
    
    $
    
    
    
    $
    25,587
 11




---



##### Table of Contents



Condensed
Consolidating Statement of Cash Flows 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
    
    
    the vesting of the remaining 2006 and 2007 performance-based options
that did not otherwise vest during 2007;
    
    the conversion of all Superior Options granted under the 2006 Equity
Incentive Plan into performance-based options, with one-third of the
options vesting in each of 2008, 2009 and 2010 based upon the Companys
EBITDA for these years falling within the designated EBITDA target ranges;
    
    the elimination of the annual EBITDA targets originally established for
2009 through 2011, with new target ranges to be established by the board of
directors of Holdings annually; and
    
    a modification to the performance-based options such that any
performance-based options that do not vest in any given year as a result of
not attaining that years EBITDA target range, shall vest based upon the
Companys EBITDA for the following year falling within the targeted range
for the following year.
   12




---



##### Table of Contents



13




---



##### 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, 2008 and 2007
  Three months ended March 31,
    
    
    Percentage2008
    
    
    2007
    
    
    ChangeRevenues:Software licenses
    
    $
    6,655
    
    
    $
    6,117
    
    
    
    9
    %Maintenance
    
    
    16,357
    
    
    
    14,987
    
    
    
    9
    %Professional services
    
    
    5,268
    
    
    
    4,135
    
    
    
    27
    %Software-enabled services
    
    
    40,243
    
    
    
    30,675
    
    
    
    31
    %Total revenues
    
    $
    68,523
    
    
    $
    55,914
    
    
    
    23
    %
  Three months ended March 31,2008
    
    
    2007Revenues:Software licenses
    
    
    10
    %
    
    
    11
    %Maintenance
    
    
    24
    %
    
    
    27
    %Professional services
    
    
    7
    %
    
    
    7
    %Software-enabled services
    
    
    59
    %
    
    
    55
    %Total revenues
    
    
    100
    %
    
    
    100
    %
 14




---



##### Table of Contents



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




---



##### Table of Contents



Cost of Software Licenses
 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. 3 4
 Other Income, Net
 Provision (benefit) for Income Taxes
 Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
  Senior Credit Facilities
  17




---



##### Table of Contents



11 3/4 % Senior Subordinated Notes due 2013
 3 4
    Covenant Compliance
   18




---



##### Table of Contents




    
    Consolidated EBITDA does not reflect the provision of income tax expense in
our various jurisdictions;
    
    Consolidated EBITDA does not reflect the significant interest expense we
incur as a result of our debt leverage;
    
    Consolidated EBITDA does not reflect any attribution of costs to our
operations related to our investments and capital expenditures through
depreciation and amortization charges;
    
    Consolidated EBITDA does not reflect the cost of compensation we provide to
our employees in the form of stock option awards; and
    
    Consolidated EBITDA excludes expenses that we believe are unusual or
non-recurring, but which others may believe are normal expenses for the
operation of a business.
  Three months ended March 31,(in thousands)
    
    2008
    
    
    2007Net income (loss)
    
    $
    3,736
    
    
    $
    (173
    )Interest expense
    
    
    10,428
    
    
    
    11,420Income taxes
    
    
    1,883
    
    
    
    (74
    )Depreciation and amortization
    
    
    8,998
    
    
    
    8,483EBITDA
    
    
    25,045
    
    
    
    19,656Purchase accounting adjustments (1)
    
    
    (79
    )
    
    
    (67
    )Unusual or non-recurring charges (2)
    
    
    (225
    )
    
    
    (55
    )Acquired EBITDA and cost savings (3)
    
    
    
    
    
    
    135Stock-based compensation
    
    
    1,289
    
    
    
    813Capital-based taxes
    
    
    416
    
    
    
    413Other (4)
    
    
    393
    
    
    
    490Consolidated EBITDA
    
    $
    26,839
    
    
    $
    21,385
 19




---



##### Table of Contents



(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,
gains and losses on the sales of marketable securities, proceeds from legal and other
settlements and other one-time expenses.(3)
    
    Acquired EBITDA and cost savings reflects the EBITDA impact of significant
businesses that were acquired during the period as if the acquisition occurred at the
beginning of the period and cost savings to be realized from such acquisitions.(4)
    
    Other includes management fees and related expenses paid to Carlyle and the
non-cash portion of straight-line rent expense.
  Covenant
    
    ActualRequirements
    
    RatiosMaximum consolidated total leverage to Consolidated EBITDA Ratio
    
    
    6.00x
    
    
    
    3.89xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    1.70x
    
    
    
    2.53x
 Recent Accounting Pronouncements
    20




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
      
 Item 4T. Controls and Procedures
   21




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
       
 Item 1A. Risk Factors
  22




---



##### Table of Contents



Item 6. Exhibits
  23




---



##### Table of Contents



SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: May 15, 2008
    
    By:

    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
 24




---



##### Table of Contents



Exhibit Index
 Exhibit 
Number
    
    Description10.1
    
    Description of Executive Officer Compensation Arrangements
is incorporated herein by reference to Item 5.02 of the
Registrants Current Report on Form 8-K, filed on March 18,
2008 (File No. 333-135139)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 10.14 to SS&C Technologies Holdings, Inc.s
Registration Statement on Form S-1, filed on April 24, 2008
(File No. 333-143719)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
 25