##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 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
(State or other jurisdiction of 
incorporation or organization)
    
    06-1169696
(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)
 o þ
 o o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



SS&C TECHNOLOGIES, INC.
 INDEX
 PageNumberPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets at June 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3.
    
    Quantitative and Qualitative Disclosures About Market  Risk
    
    
    25Item 4T.
    
    Controls and Procedures
    
    
    25PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 1A.
    
    Risk Factors
    
    
    26Item 6.
    
    Exhibits
    
    
    26SIGNATURE
    
    
    27EXHIBIT INDEX
    
    
    28EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32 Section 906 Certification of CEO and CFO
   2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    39,067
    
    
    $
    29,299Accounts receivable, net of allowance for
doubtful accounts of $1,706 and $1,444,
respectively
    
    
    37,854
    
    
    
    38,318Prepaid expenses and other current assets
    
    
    4,196
    
    
    
    4,327Deferred income taxes
    
    
    373
    
    
    
    3,777Total current assets
    
    
    81,490
    
    
    
    75,721Property and equipmentLeasehold improvements
    
    
    4,986
    
    
    
    4,852Equipment, furniture, and fixtures
    
    
    22,657
    
    
    
    20,97827,643
    
    
    
    25,830Less accumulated depreciation
    
    
    (14,528
    )
    
    
    (11,800
    )Net property and equipment
    
    
    13,115
    
    
    
    14,030Goodwill
    
    
    834,013
    
    
    
    822,409Intangible and other assets, net of
accumulated amortization of $98,601 and
$82,520, respectively
    
    
    209,261
    
    
    
    215,193Total assets
    
    $
    1,137,879
    
    
    $
    1,127,353LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,293
    
    
    $
    2,101Accounts payable
    
    
    1,749
    
    
    
    1,821Income taxes payable
    
    
    2,232
    
    
    
    4,898Accrued employee compensation and benefits
    
    
    6,883
    
    
    
    13,640Other accrued expenses
    
    
    11,848
    
    
    
    11,561Interest payable
    
    
    2,007
    
    
    
    2,007Deferred maintenance and other revenue
    
    
    36,226
    
    
    
    30,844Total current liabilities
    
    
    63,238
    
    
    
    66,872Long-term debt, net of current portion
    
    
    407,554
    
    
    
    406,625Other long-term liabilities
    
    
    8,960
    
    
    
    9,991Deferred income taxes
    
    
    48,550
    
    
    
    56,612Total liabilities
    
    
    528,302
    
    
    
    540,100Commitments and contingencies (Note 7)Stockholders equityCommon stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    580,472
    
    
    
    577,861Accumulated other comprehensive income
    
    
    (5,566
    )
    
    
    (17,890
    )Retained earnings
    
    
    34,671
    
    
    
    27,282Total stockholders equity
    
    
    609,577
    
    
    
    587,253Total liabilities and stockholders equity
    
    $
    1,137,879
    
    
    $
    1,127,353
  3




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Software licenses
    
    $
    3,983
    
    
    $
    6,029
    
    
    $
    9,803
    
    
    $
    12,684Maintenance
    
    
    16,066
    
    
    
    16,281
    
    
    
    31,606
    
    
    
    32,638Professional services
    
    
    5,393
    
    
    
    8,111
    
    
    
    10,589
    
    
    
    13,379Software-enabled services
    
    
    41,809
    
    
    
    41,774
    
    
    
    78,975
    
    
    
    82,017Total revenues
    
    
    67,251
    
    
    
    72,195
    
    
    
    130,973
    
    
    
    140,718Cost of revenues:Software licenses
    
    
    2,123
    
    
    
    2,307
    
    
    
    4,171
    
    
    
    4,606Maintenance
    
    
    6,853
    
    
    
    6,644
    
    
    
    13,327
    
    
    
    13,260Professional services
    
    
    3,512
    
    
    
    4,572
    
    
    
    7,489
    
    
    
    8,132Software-enabled services
    
    
    22,033
    
    
    
    22,893
    
    
    
    42,606
    
    
    
    45,341Total cost of revenues
    
    
    34,521
    
    
    
    36,416
    
    
    
    67,593
    
    
    
    71,339Gross profit
    
    
    32,730
    
    
    
    35,779
    
    
    
    63,380
    
    
    
    69,379Operating expenses:Selling and marketing
    
    
    5,039
    
    
    
    4,945
    
    
    
    10,267
    
    
    
    9,940Research and development
    
    
    6,757
    
    
    
    6,780
    
    
    
    12,624
    
    
    
    13,744General and administrative
    
    
    5,099
    
    
    
    6,778
    
    
    
    10,181
    
    
    
    12,597Total operating expenses
    
    
    16,895
    
    
    
    18,503
    
    
    
    33,072
    
    
    
    36,281Operating income
    
    
    15,835
    
    
    
    17,276
    
    
    
    30,308
    
    
    
    33,098Interest expense, net
    
    
    (9,294
    )
    
    
    (10,409
    )
    
    
    (18,644
    )
    
    
    (20,837
    )Other expense, net
    
    
    (1,479
    )
    
    
    (1,004
    )
    
    
    (922
    )
    
    
    (779
    )Income before income taxes
    
    
    5,062
    
    
    
    5,863
    
    
    
    10,742
    
    
    
    11,482Provision for income taxes
    
    
    1,571
    
    
    
    2,077
    
    
    
    3,353
    
    
    
    3,960Net income
    
    $
    3,491
    
    
    $
    3,786
    
    
    $
    7,389
    
    
    $
    7,522
  4




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Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008Cash flow from operating activities:Net income
    
    $
    7,389
    
    
    $
    7,522Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    17,598
    
    
    
    17,724Amortization of loan origination costs
    
    
    1,145
    
    
    
    1,173Equity losses on long-term investment
    
    
    
    
    
    
    1,039Loss on sale or disposal of property and equipment
    
    
    3
    
    
    
    1Deferred income taxes
    
    
    (5,628
    )
    
    
    (5,732
    )Stock-based compensation expense
    
    
    2,794
    
    
    
    3,308Provision for doubtful accounts
    
    
    327
    
    
    
    395Changes in operating assets and liabilities, excluding effects from
acquisitions:Accounts receivable
    
    
    1,649
    
    
    
    (3,148
    )Prepaid expenses and other assets
    
    
    1,634
    
    
    
    (641
    )Accounts payable
    
    
    (145
    )
    
    
    538Accrued expenses
    
    
    (7,136
    )
    
    
    (5,668
    )Income taxes payable
    
    
    (2,549
    )
    
    
    2,717Deferred maintenance and other revenues
    
    
    3,824
    
    
    
    5,784Net cash provided by operating activities
    
    
    20,905
    
    
    
    25,012Cash flow from investing activities:Additions to property and equipment
    
    
    (621
    )
    
    
    (4,125
    )Proceeds from sale of property and equipment
    
    
    3
    
    
    
    2Cash paid for business acquisitions, net of cash acquired
    
    
    (10,327
    )
    
    
    Net cash used in investing activities
    
    
    (10,945
    )
    
    
    (4,123
    )Cash flow from financing activities:Repayment of debt
    
    
    (1,153
    )
    
    
    (11,159
    )Transactions involving SS&C Technologies Holdings, Inc. common stock
    
    
    (184
    )
    
    
    269Net cash used in financing activities
    
    
    (1,337
    )
    
    
    (10,890
    )Effect of exchange rate changes on cash
    
    
    1,145
    
    
    
    336Net increase in cash and cash equivalents
    
    
    9,768
    
    
    
    10,335Cash and cash equivalents, beginning of period
    
    
    29,299
    
    
    
    19,175Cash and cash equivalents, end of period
    
    $
    39,067
    
    
    $
    29,510
  5




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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
         6




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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Statements of operations classification:Cost of maintenance
    
    $
    31
    
    
    $
    38
    
    
    $
    56
    
    
    $
    62Cost of professional services
    
    
    57
    
    
    
    66
    
    
    
    104
    
    
    
    107Cost of software-enabled services
    
    
    307
    
    
    
    460
    
    
    
    560
    
    
    
    753Total cost of revenues
    
    
    395
    
    
    
    564
    
    
    
    720
    
    
    
    922Selling and marketing
    
    
    258
    
    
    
    323
    
    
    
    495
    
    
    
    530Research and development
    
    
    164
    
    
    
    211
    
    
    
    298
    
    
    
    344General and administrative
    
    
    708
    
    
    
    921
    
    
    
    1,281
    
    
    
    1,512Total operating expenses
    
    
    1,130
    
    
    
    1,455
    
    
    
    2,074
    
    
    
    2,386Total stock-based compensation expense
    
    $
    1,525
    
    
    $
    2,019
    
    
    $
    2,794
    
    
    $
    3,308
  Shares of HoldingsUnder OptionOutstanding at January 1, 2009
    
    
    1,513,193Granted
    
    
    30,005Cancelled/forfeited
    
    
    (19,907
    )Exercised
    
    
    (24,533
    )Outstanding at June 30, 2009
    
    
    1,498,758
    Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    3,491
    
    
    $
    3,786
    
    
    $
    7,389
    
    
    $
    7,522Foreign currency translation gains (losses)
    
    
    18,646
    
    
    
    844
    
    
    
    11,541
    
    
    
    (5,143
    )Unrealized gains (losses) on interest rate
swaps, net of tax
    
    
    432
    
    
    
    2,323
    
    
    
    783
    
    
    
    (243
    )Total comprehensive income
    
    $
    22,569
    
    
    $
    6,953
    
    
    $
    19,713
    
    
    $
    2,136
 7




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June 30,
    
    
    December 31,2009
    
    
    2008Senior credit facility, term loan
portion, weighted-average interest rate
of 2.59% and 3.54%, respectively
    
    $
    204,491
    
    
    $
    203,72611 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000Capital leases
    
    
    356
    
    
    
    409,847
    
    
    
    408,726Current portion of long-term debt
    
    
    (2,293
    )
    
    
    (2,101
    )Long-term debt
    
    $
    407,554
    
    
    $
    406,625
       Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    2008
    
    2009
    
    2008Interest
rate swaps
    
    $
    907
    
    
    $
    813
    
    
    $
    1,746
    
    
    $
    731
  Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    2008
    
    2009
    
    2008Amount of gain
(loss) recognized
in AOCI, net of tax
    
    $
    432
    
    
    $
    2,323
    
    
    $
    783
    
    
    $
    (243
    )
  8




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9




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##### Table of Contents



MAXIMIS
    
    
    EvareAccounts receivable, net of $11 reserve for Evare
    
    $
    
    
    
    $
    928Tangible assets acquired, net of cash received
    
    
    143
    
    
    
    1,090Completed technology
    
    
    1,485
    
    
    
    Trade name
    
    
    110
    
    
    
    150Acquired client relationships and contracts
    
    
    5,420
    
    
    
    1,720Goodwill
    
    
    766
    
    
    
    500Deferred revenue
    
    
    (910
    )
    
    
    (28
    )Other liabilities assumed
    
    
    (108
    )
    
    
    (810
    )Consideration paid, net of cash received
    
    $
    6,906
    
    
    $
    3,550
  Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    2008
    
    2009
    
    2008Revenues
    
    $
    68,481
    
    
    $
    75,782
    
    
    $
    134,025
    
    
    $
    147,865Net income
    
    
    4,266
    
    
    
    4,505
    
    
    
    8,216
    
    
    
    8,770
    Balance at December 31, 2008
    
    $
    822,4092009 acquisitions
    
    
    1,266Adjustments to previous acquisitions
    
    
    (129
    )Effect of foreign currency translation
    
    
    10,467Balance at June 30, 2009
    
    $
    834,013
    Three Months Ended June 30,
    
    
    Six months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    $
    43,205
    
    
    $
    42,306
    
    
    $
    84,135
    
    
    $
    82,197Canada
    
    
    9,947
    
    
    
    11,742
    
    
    
    19,663
    
    
    
    23,031Americas excluding United States and Canada
    
    
    972
    
    
    
    480
    
    
    
    3,250
    
    
    
    2,980Europe
    
    
    10,353
    
    
    
    15,336
    
    
    
    19,825
    
    
    
    28,364Asia Pacific and Japan
    
    
    2,774
    
    
    
    2,331
    
    
    
    4,100
    
    
    
    4,146$
    67,251
    
    
    $
    72,195
    
    
    $
    130,973
    
    
    $
    140,718
 10




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Three Months Ended June 30,
    
    
    Six months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Portfolio management/accounting
    
    $
    55,101
    
    
    $
    58,995
    
    
    $
    106,490
    
    
    $
    114,420Trading/treasury operations
    
    
    5,958
    
    
    
    6,780
    
    
    
    12,076
    
    
    
    13,465Financial modeling
    
    
    2,197
    
    
    
    2,305
    
    
    
    4,296
    
    
    
    4,486Loan management/accounting
    
    
    1,022
    
    
    
    1,159
    
    
    
    2,290
    
    
    
    2,401Property management
    
    
    1,222
    
    
    
    1,391
    
    
    
    2,492
    
    
    
    2,775Money market processing
    
    
    1,068
    
    
    
    815
    
    
    
    1,901
    
    
    
    1,760Training
    
    
    683
    
    
    
    750
    
    
    
    1,428
    
    
    
    1,411$
    67,251
    
    
    $
    72,195
    
    
    $
    130,973
    
    
    $
    140,718
  3 4
  11




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##### Table of Contents



At June 30, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    12,766
    
    
    $
    3,978
    
    
    $
    22,323
    
    
    $
    
    
    
    $
    39,067Accounts receivable, net
    
    
    22,151
    
    
    
    5,787
    
    
    
    9,916
    
    
    
    
    
    
    
    37,854Income taxes receivable
    
    
    833
    
    
    
    
    
    
    
    
    
    
    
    (833
    )
    
    
    Prepaid expenses and other current assets
    
    
    1,209
    
    
    
    640
    
    
    
    2,347
    
    
    
    
    
    
    
    4,196Deferred income taxes
    
    
    
    
    
    
    92
    
    
    
    343
    
    
    
    (62
    )
    
    
    373Property and equipment, net
    
    
    8,177
    
    
    
    802
    
    
    
    4,136
    
    
    
    
    
    
    
    13,115Investment in subsidiaries
    
    
    146,060
    
    
    
    
    
    
    
    
    
    
    
    (146,060
    )
    
    
    Intercompany balances
    
    
    126,329
    
    
    
    (11,230
    )
    
    
    (115,099
    )
    
    
    
    
    
    
    Deferred taxes, long-term
    
    
    
    
    
    
    365
    
    
    
    408
    
    
    
    (773
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    745,698
    
    
    
    34,370
    
    
    
    263,206
    
    
    
    
    
    
    
    1,043,274Total assets
    
    $
    1,063,223
    
    
    $
    34,804
    
    
    $
    187,580
    
    
    $
    (147,728
    )
    
    $
    1,137,879Current portion of long-term debt
    
    $
    1,898
    
    
    $
    
    
    
    $
    395
    
    
    $
    
    
    
    $
    2,293Accounts payable
    
    
    788
    
    
    
    108
    
    
    
    853
    
    
    
    
    
    
    
    1,749Accrued expenses and other liabilities
    
    
    15,312
    
    
    
    1,155
    
    
    
    4,271
    
    
    
    
    
    
    
    20,738Income taxes payable
    
    
    
    
    
    
    1,721
    
    
    
    1,344
    
    
    
    (833
    )
    
    
    2,232Deferred income taxes
    
    
    9
    
    
    
    53
    
    
    
    
    
    
    
    (62
    )
    
    
    Deferred maintenance and other revenue
    
    
    24,704
    
    
    
    4,475
    
    
    
    7,047
    
    
    
    
    
    
    
    36,226Long-term debt, net of current portion
    
    
    369,871
    
    
    
    
    
    
    
    37,683
    
    
    
    
    
    
    
    407,554Other long-term liabilities
    
    
    2,869
    
    
    
    
    
    
    
    6,091
    
    
    
    
    
    
    
    8,960Deferred income taxes, long-term
    
    
    38,195
    
    
    
    
    
    
    
    11,128
    
    
    
    (773
    )
    
    
    48,550Total liabilities
    
    
    453,646
    
    
    
    7,512
    
    
    
    68,812
    
    
    
    (1,668
    )
    
    
    528,302Stockholders equity
    
    
    609,577
    
    
    
    27,292
    
    
    
    118,768
    
    
    
    (146,060
    )
    
    
    609,577Total liabilities and stockholders equity
    
    $
    1,063,223
    
    
    $
    34,804
    
    
    $
    187,580
    
    
    $
    (147,728
    )
    
    $
    1,137,879
 At December 31, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    10,329
    
    
    $
    5,180
    
    
    $
    13,790
    
    
    $
    
    
    
    $
    29,299Accounts receivable, net
    
    
    19,945
    
    
    
    6,397
    
    
    
    11,976
    
    
    
    
    
    
    
    38,318Prepaid expenses and other current assets
    
    
    1,342
    
    
    
    530
    
    
    
    2,455
    
    
    
    
    
    
    
    4,327Deferred income taxes
    
    
    673
    
    
    
    92
    
    
    
    340
    
    
    
    2,672
    
    
    
    3,777Property and equipment, net
    
    
    8,574
    
    
    
    1,007
    
    
    
    4,449
    
    
    
    
    
    
    
    14,030Investment in subsidiaries
    
    
    126,555
    
    
    
    
    
    
    
    
    
    
    
    (126,555
    )
    
    
    Intercompany balances
    
    
    134,025
    
    
    
    (20,441
    )
    
    
    (113,584
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    606
    
    
    
    489
    
    
    
    (1,095
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    747,894
    
    
    
    35,702
    
    
    
    254,006
    
    
    
    
    
    
    
    1,037,602Total assets
    
    $
    1,049,337
    
    
    $
    29,073
    
    
    $
    173,921
    
    
    $
    (124,978
    )
    
    $
    1,127,353Current portion of long-term debt
    
    $
    1,724
    
    
    $
    
    
    
    $
    377
    
    
    $
    
    
    
    $
    2,101Accounts payable
    
    
    448
    
    
    
    132
    
    
    
    1,241
    
    
    
    
    
    
    
    1,821Accrued expenses
    
    
    20,127
    
    
    
    1,472
    
    
    
    5,609
    
    
    
    
    
    
    
    27,208Deferred income taxes
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    (125
    )
    
    
    Income taxes payable
    
    
    1,102
    
    
    
    2
    
    
    
    3,794
    
    
    
    
    
    
    
    4,898Deferred maintenance and other revenue
    
    
    20,643
    
    
    
    2,788
    
    
    
    7,413
    
    
    
    
    
    
    
    30,844Long-term debt, net of current portion
    
    
    370,551
    
    
    
    
    
    
    
    36,074
    
    
    
    
    
    
    
    406,625Other long-term liabilities
    
    
    4,294
    
    
    
    
    
    
    
    5,697
    
    
    
    
    
    
    
    9,991Deferred income taxes, long-term
    
    
    43,195
    
    
    
    
    
    
    
    11,715
    
    
    
    1,702
    
    
    
    56,612Total liabilities
    
    
    462,084
    
    
    
    4,519
    
    
    
    71,920
    
    
    
    1,577
    
    
    
    540,100Stockholders equity
    
    
    587,253
    
    
    
    24,554
    
    
    
    102,001
    
    
    
    (126,555
    )
    
    
    587,253Total liabilities and stockholders equity
    
    $
    1,049,337
    
    
    $
    29,073
    
    
    $
    173,921
    
    
    $
    (124,978
    )
    
    $
    1,127,353
 12




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##### Table of Contents



For the three months ended June 30, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    28,512
    
    
    $
    18,340
    
    
    $
    20,806
    
    
    $
    (407
    )
    
    $
    67,251Cost of revenue
    
    
    16,154
    
    
    
    11,569
    
    
    
    7,205
    
    
    
    (407
    )
    
    
    34,521Gross profit
    
    
    12,358
    
    
    
    6,771
    
    
    
    13,601
    
    
    
    
    
    
    
    32,730Operating expenses:Selling & marketing
    
    
    3,078
    
    
    
    590
    
    
    
    1,371
    
    
    
    
    
    
    
    5,039Research & development
    
    
    4,034
    
    
    
    885
    
    
    
    1,838
    
    
    
    
    
    
    
    6,757General & administrative
    
    
    4,051
    
    
    
    260
    
    
    
    788
    
    
    
    
    
    
    
    5,099Total operating expenses
    
    
    11,163
    
    
    
    1,735
    
    
    
    3,997
    
    
    
    
    
    
    
    16,895Operating income
    
    
    1,195
    
    
    
    5,036
    
    
    
    9,604
    
    
    
    
    
    
    
    15,835Interest expense, net
    
    
    (6,394
    )
    
    
    
    
    
    
    (2,900
    )
    
    
    
    
    
    
    (9,294
    )Other (expense) income, net
    
    
    178
    
    
    
    (303
    )
    
    
    (1,354
    )
    
    
    
    
    
    
    (1,479
    )(Loss) income before income taxes
    
    
    (5,021
    )
    
    
    4,733
    
    
    
    5,350
    
    
    
    
    
    
    
    5,062(Benefit) provision for income taxes
    
    
    (1,461
    )
    
    
    928
    
    
    
    2,104
    
    
    
    
    
    
    
    1,571Equity in net income of subsidiaries
    
    
    7,051
    
    
    
    
    
    
    
    
    
    
    
    (7,051
    )
    
    
    Net income
    
    $
    3,491
    
    
    $
    3,805
    
    
    $
    3,246
    
    
    $
    (7,051
    )
    
    $
    3,491
 For the three months ended June 30, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    29,241
    
    
    $
    19,027
    
    
    $
    24,207
    
    
    $
    (280
    )
    
    $
    72,195Cost of revenue
    
    
    16,585
    
    
    
    11,112
    
    
    
    8,999
    
    
    
    (280
    )
    
    
    36,416Gross profit
    
    
    12,656
    
    
    
    7,915
    
    
    
    15,208
    
    
    
    
    
    
    
    35,779Operating expenses:Selling & marketing
    
    
    3,087
    
    
    
    409
    
    
    
    1,449
    
    
    
    
    
    
    
    4,945Research & development
    
    
    3,651
    
    
    
    1,073
    
    
    
    2,056
    
    
    
    
    
    
    
    6,780General & administrative
    
    
    4,509
    
    
    
    255
    
    
    
    2,014
    
    
    
    
    
    
    
    6,778Total operating expenses
    
    
    11,247
    
    
    
    1,737
    
    
    
    5,519
    
    
    
    
    
    
    
    18,503Operating income
    
    
    1,409
    
    
    
    6,178
    
    
    
    9,689
    
    
    
    
    
    
    
    17,276Interest expense, net
    
    
    (6,633
    )
    
    
    
    
    
    
    (3,776
    )
    
    
    
    
    
    
    (10,409
    )Other (expense) income, net
    
    
    (998
    )
    
    
    (37
    )
    
    
    31
    
    
    
    
    
    
    
    (1,004
    )(Loss) income before income taxes
    
    
    (6,222
    )
    
    
    6,141
    
    
    
    5,944
    
    
    
    
    
    
    
    5,863(Benefit) provision for income taxes
    
    
    (1,206
    )
    
    
    1,442
    
    
    
    1,841
    
    
    
    
    
    
    
    2,077Equity in net income of subsidiaries
    
    
    8,802
    
    
    
    
    
    
    
    
    
    
    
    (8,802
    )
    
    
    Net income
    
    $
    3,786
    
    
    $
    4,699
    
    
    $
    4,103
    
    
    $
    (8,802
    )
    
    $
    3,786
 13




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##### Table of Contents



For the six months ended June 30, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    55,023
    
    
    $
    36,984
    
    
    $
    39,839
    
    
    $
    (873
    )
    
    $
    130,973Cost of revenue
    
    
    30,635
    
    
    
    22,858
    
    
    
    14,973
    
    
    
    (873
    )
    
    
    67,593Gross profit
    
    
    24,388
    
    
    
    14,126
    
    
    
    24,866
    
    
    
    
    
    
    
    63,380Operating expenses:Selling & marketing
    
    
    6,017
    
    
    
    1,580
    
    
    
    2,670
    
    
    
    
    
    
    
    10,267Research & development
    
    
    7,297
    
    
    
    1,687
    
    
    
    3,640
    
    
    
    
    
    
    
    12,624General & administrative
    
    
    7,712
    
    
    
    481
    
    
    
    1,988
    
    
    
    
    
    
    
    10,181Total operating expenses
    
    
    21,026
    
    
    
    3,748
    
    
    
    8,298
    
    
    
    
    
    
    
    33,072Operating income
    
    
    3,362
    
    
    
    10,378
    
    
    
    16,568
    
    
    
    
    
    
    
    30,308Interest expense, net
    
    
    (12,814
    )
    
    
    
    
    
    
    (5,830
    )
    
    
    
    
    
    
    (18,644
    )Other (expense) income, net
    
    
    629
    
    
    
    (333
    )
    
    
    (1,218
    )
    
    
    
    
    
    
    (922
    )Income (loss) before income taxes
    
    
    (8,823
    )
    
    
    10,045
    
    
    
    9,520
    
    
    
    
    
    
    
    10,742(Benefit) provision for income taxes
    
    
    (2,155
    )
    
    
    1,890
    
    
    
    3,618
    
    
    
    
    
    
    
    3,353Equity in net income of subsidiaries
    
    
    14,057
    
    
    
    
    
    
    
    
    
    
    
    (14,057
    )
    
    
    Net income
    
    $
    7,389
    
    
    $
    8,155
    
    
    $
    5,902
    
    
    $
    (14,057
    )
    
    $
    7,389
 For the six months ended June 30, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    58,380
    
    
    $
    36,825
    
    
    $
    46,271
    
    
    $
    (758
    )
    
    $
    140,718Cost of revenue
    
    
    32,267
    
    
    
    21,550
    
    
    
    18,280
    
    
    
    (758
    )
    
    
    71,339Gross profit
    
    
    26,113
    
    
    
    15,275
    
    
    
    27,991
    
    
    
    
    
    
    
    69,379Operating expenses:Selling & marketing
    
    
    6,169
    
    
    
    741
    
    
    
    3,030
    
    
    
    
    
    
    
    9,940Research & development
    
    
    7,156
    
    
    
    2,192
    
    
    
    4,396
    
    
    
    
    
    
    
    13,744General & administrative
    
    
    8,549
    
    
    
    429
    
    
    
    3,619
    
    
    
    
    
    
    
    12,597Total operating expenses
    
    
    21,874
    
    
    
    3,362
    
    
    
    11,045
    
    
    
    
    
    
    
    36,281Operating income
    
    
    4,239
    
    
    
    11,913
    
    
    
    16,946
    
    
    
    
    
    
    
    33,098Interest expense, net
    
    
    (12,941
    )
    
    
    
    
    
    
    (7,896
    )
    
    
    
    
    
    
    (20,837
    )Other (expense) income, net
    
    
    (1,191
    )
    
    
    11
    
    
    
    401
    
    
    
    
    
    
    
    (779
    )Income (loss) before income taxes
    
    
    (9,893
    )
    
    
    11,924
    
    
    
    9,451
    
    
    
    
    
    
    
    11,482(Benefit) provision for income taxes
    
    
    (1,731
    )
    
    
    2,668
    
    
    
    3,023
    
    
    
    
    
    
    
    3,960Equity in net income of subsidiaries
    
    
    15,684
    
    
    
    
    
    
    
    
    
    
    
    (15,684
    )
    
    
    Net income
    
    $
    7,522
    
    
    $
    9,256
    
    
    $
    6,428
    
    
    $
    (15,684
    )
    
    $
    7,522
 14




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##### Table of Contents



For the six months ended June 30, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    7,389
    
    
    $
    8,155
    
    
    $
    5,902
    
    
    $
    (14,057
    )
    
    $
    7,389Non-cash adjustments
    
    
    (2,881
    )
    
    
    1,689
    
    
    
    3,374
    
    
    
    14,057
    
    
    
    16,239Changes in operating assets and liabilities
    
    
    (4,446
    )
    
    
    3,647
    
    
    
    (1,924
    )
    
    
    
    
    
    
    (2,723
    )Net cash provided by operating activities
    
    
    62
    
    
    
    13,491
    
    
    
    7,352
    
    
    
    
    
    
    
    20,905Cash Flow from Investment Activities:Intercompany transactions
    
    
    14,364
    
    
    
    (14,793
    )
    
    
    429
    
    
    
    
    
    
    
    Additions to property and equipment
    
    
    (388
    )
    
    
    (29
    )
    
    
    (204
    )
    
    
    
    
    
    
    (621
    )Cash paid for business acquisitions, net
of cash acquired
    
    
    (10,456
    )
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    (10,327
    )Proceeds from sale of property and
equipment
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    3Net cash provided by (used in) investing
activities
    
    
    3,520
    
    
    
    (14,693
    )
    
    
    228
    
    
    
    
    
    
    
    (10,945
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (961
    )
    
    
    
    
    
    
    (192
    )
    
    
    
    
    
    
    (1,153
    )Transactions involving SS&C TechnologiesHoldings, Inc. common stock
    
    
    (184
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (184
    )Net cash used in financing activities
    
    
    (1,145
    )
    
    
    
    
    
    
    (192
    )
    
    
    
    
    
    
    (1,337
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1,145
    
    
    
    
    
    
    
    1,145Net increase (decrease) in cash and cash
equivalents
    
    
    2,437
    
    
    
    (1,202
    )
    
    
    8,533
    
    
    
    
    
    
    
    9,768Cash and cash equivalents, beginning of
period
    
    
    10,329
    
    
    
    5,180
    
    
    
    13,790
    
    
    
    
    
    
    
    29,299Cash and cash equivalents, end of period
    
    $
    12,766
    
    
    $
    3,978
    
    
    $
    22,323
    
    
    $
    
    
    
    $
    39,067
 For the six months ended June 30, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    7,522
    
    
    $
    9,256
    
    
    $
    6,428
    
    
    $
    (15,684
    )
    
    $
    7,522Non-cash adjustments
    
    
    (3,131
    )
    
    
    1,158
    
    
    
    4,197
    
    
    
    15,684
    
    
    
    17,908Changes in operating assets and liabilities
    
    
    (3,277
    )
    
    
    1,424
    
    
    
    1,435
    
    
    
    
    
    
    
    (418
    )Net cash provided by operating activities
    
    
    1,114
    
    
    
    11,838
    
    
    
    12,060
    
    
    
    
    
    
    
    25,012Cash Flow from Investment Activities:Intercompany transactions
    
    
    12,053
    
    
    
    (12,135
    )
    
    
    82
    
    
    
    
    
    
    
    Additions to property and equipment
    
    
    (1,737
    )
    
    
    (547
    )
    
    
    (1,841
    )
    
    
    
    
    
    
    (4,125
    )Proceeds from sale of property and
equipment
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Net cash provided by (used in) investing
activities
    
    
    10,318
    
    
    
    (12,682
    )
    
    
    (1,759
    )
    
    
    
    
    
    
    (4,123
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (5,883
    )
    
    
    
    
    
    
    (5,276
    )
    
    
    
    
    
    
    (11,159
    )Transactions involving SS&C TechnologiesHoldings, Inc. common stock
    
    
    269
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    269Net cash used in financing activities
    
    
    (5,614
    )
    
    
    
    
    
    
    (5,276
    )
    
    
    
    
    
    
    (10,890
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    336Net increase (decrease) in cash and cash
equivalents
    
    
    5,818
    
    
    
    (844
    )
    
    
    5,361
    
    
    
    
    
    
    
    10,335Cash and cash equivalents, beginning of
period
    
    
    9,031
    
    
    
    1,984
    
    
    
    8,160
    
    
    
    
    
    
    
    19,175Cash and cash equivalents, end of period
    
    $
    14,849
    
    
    $
    1,140
    
    
    $
    13,521
    
    
    $
    
    
    
    $
    29,510
 15




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##### Table of Contents



16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 CRITICAL ACCOUNTING POLICIES
  
    
    Revenue Recognition
    
    Allowance for Doubtful Accounts
    
    Long-Lived Assets, Intangible Assets and Goodwill
    
    Acquisition Accounting
    
    Income Taxes
    
    Stock-based compensation
 Results of Operations for the Three Months and Six Months Ended June 30, 2009 and 2008
  Three Months Ended June 30,
    
    
    Percent
    
    
    Six Months Ended June 30,
    
    
    Percent2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeRevenues:Software licenses
    
    $
    3,983
    
    
    $
    6,029
    
    
    
    -34
    %
    
    $
    9,803
    
    
    $
    12,684
    
    
    
    -23
    %Maintenance
    
    
    16,066
    
    
    
    16,281
    
    
    
    -1
    %
    
    
    31,606
    
    
    
    32,638
    
    
    
    -3
    %Professional services
    
    
    5,393
    
    
    
    8,111
    
    
    
    -34
    %
    
    
    10,589
    
    
    
    13,379
    
    
    
    -21
    %Software-enabled
services
    
    
    41,809
    
    
    
    41,774
    
    
    
    0
    %
    
    
    78,975
    
    
    
    82,017
    
    
    
    -4
    %Total revenues
    
    $
    67,251
    
    
    $
    72,195
    
    
    
    -7
    %
    
    $
    130,973
    
    
    $
    140,718
    
    
    
    -7
    %
  Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    2008
    
    2009
    
    2008Revenues:Software licenses
    
    
    6
    %
    
    
    8
    %
    
    
    8
    %
    
    
    9
    %Maintenance
    
    
    24
    %
    
    
    23
    %
    
    
    24
    %
    
    
    23
    %Professional services
    
    
    8
    %
    
    
    11
    %
    
    
    8
    %
    
    
    10
    %Software-enabled
services
    
    
    62
    %
    
    
    58
    %
    
    
    60
    %
    
    
    58
    %
 Revenues
  17




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##### Table of Contents



Software Licenses
 Maintenance
 Professional Services
 Software-Enabled Services
 18




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##### Table of Contents



Cost of Revenues
  Cost of Software Licenses
 Cost of Maintenance
 Cost of Professional Services
 Cost of Software-Enabled Services
 19




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##### Table of Contents



Operating Expenses
  Selling and Marketing
 Research and Development
 General and Administrative
 Interest Expense.
 20




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3 4
 Other Expense, Net
 Provision for Income Taxes
 Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
  Senior Credit Facilities
  21




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11 3/4% Senior Subordinated Notes due 2013
 3 4
   Covenant Compliance
    22




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##### 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
    
    
    Six Months
    
    
    Twelve MonthsEnded June 30,
    
    
    Ended June 30,
    
    
    Ended(in thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    June 30, 2009Net income
    
    $
    3,491
    
    
    $
    3,786
    
    
    $
    7,389
    
    
    $
    7,522
    
    
    $
    18,668Interest expense, net
    
    
    9,294
    
    
    
    10,409
    
    
    
    18,644
    
    
    
    20,837
    
    
    
    38,937Income taxes
    
    
    1,571
    
    
    
    2,077
    
    
    
    3,353
    
    
    
    3,960
    
    
    
    6,539Depreciation and amortization
    
    
    9,025
    
    
    
    8,726
    
    
    
    17,598
    
    
    
    17,724
    
    
    
    34,912EBITDA
    
    $
    23,381
    
    
    $
    24,998
    
    
    $
    46,984
    
    
    $
    50,043
    
    
    $
    99,056Purchase accounting adjustments (1)
    
    
    (54
    )
    
    
    (69
    )
    
    
    (105
    )
    
    
    (148
    )
    
    
    (246
    )Unusual or non-recurring charges (2)
    
    
    1,755
    
    
    
    1,593
    
    
    
    1,283
    
    
    
    1,368
    
    
    
    1,395Acquired EBITDA and cost savings (3)
    
    
    857
    
    
    
    
    
    
    
    2,025
    
    
    
    
    
    
    
    5,007Stock-based compensation
    
    
    1,525
    
    
    
    2,019
    
    
    
    2,794
    
    
    
    3,308
    
    
    
    6,809Capital-based taxes
    
    
    342
    
    
    
    299
    
    
    
    676
    
    
    
    715
    
    
    
    1,173Other (4)
    
    
    295
    
    
    
    327
    
    
    
    640
    
    
    
    720
    
    
    
    1,266Consolidated EBITDA
    
    $
    28,101
    
    
    $
    29,167
    
    
    $
    54,297
    
    
    $
    56,006
    
    
    $
    114,460
 
 (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. 23




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(2)
    
    Unusual or non-recurring charges include foreign currency gains and losses,
expenses related to the withdrawn public
offering, severance expenses associated with workforce reduction, equity earnings and
losses on investments, proceeds from legal and other settlements and other one-time
expenses.(3)
    
    Acquired EBITDA and cost savings reflects the EBITDA impact of significant
businesses that were acquired during the period as if the acquisitions 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
    
    
    5.50x
    
    
    
    3.32xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    2.00x
    
    
    
    3.12x
 Recent Accounting Pronouncements
    24




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
      
 Item 4T. Controls and Procedures
   25




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  26




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##### Table of Contents



SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: August 14, 2009
    By:
    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 27




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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
 28