##### 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, 2009
 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)
 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
March 31, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the
three months ended March 31, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4T.
    
    Controls and Procedures
    
    
    22PART II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    23Item 6.
    
    Exhibits
    
    
    23SIGNATURE
    
    
    24EXHIBIT INDEX
    
    
    25EX-31.1 Certification of the Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002EX-31.2 Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002EX-32 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
   2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    35,537
    
    
    $
    29,299Accounts receivable, net of allowance for
doubtful accounts of $1,661 and $1,444,
respectively
    
    
    42,750
    
    
    
    38,318Prepaid expenses and other current assets
    
    
    4,823
    
    
    
    4,327Deferred income taxes
    
    
    233
    
    
    
    3,777Total current assets
    
    
    83,343
    
    
    
    75,721Property and equipmentLeasehold improvements
    
    
    4,824
    
    
    
    4,852Equipment, furniture, and fixtures
    
    
    21,444
    
    
    
    20,97826,268
    
    
    
    25,830Less accumulated depreciation
    
    
    (12,767
    )
    
    
    (11,800
    )Net property and equipment
    
    
    13,501
    
    
    
    14,030Goodwill
    
    
    816,036
    
    
    
    822,409Intangible and other assets, net of
accumulated amortization of $89,322 and
$82,520, respectively
    
    
    207,406
    
    
    
    215,193Total assets
    
    $
    1,120,286
    
    
    $
    1,127,353LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,343
    
    
    $
    2,101Accounts payable
    
    
    1,882
    
    
    
    1,821Income taxes payable
    
    
    956
    
    
    
    4,898Accrued employee compensation and benefits
    
    
    3,872
    
    
    
    13,640Other accrued expenses
    
    
    10,920
    
    
    
    11,561Interest payable
    
    
    8,868
    
    
    
    2,007Deferred maintenance and other revenue
    
    
    40,326
    
    
    
    30,844Total current liabilities
    
    
    69,167
    
    
    
    66,872Long-term debt, net of current portion
    
    
    405,157
    
    
    
    406,625Other long-term liabilities
    
    
    9,587
    
    
    
    9,991Deferred income taxes
    
    
    50,832
    
    
    
    56,612Total liabilities
    
    
    534,743
    
    
    
    540,100Commitments and contingencies (Note 7)Stockholders equityCommon stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    579,007
    
    
    
    577,861Accumulated other comprehensive income
    
    
    (24,644
    )
    
    
    (17,890
    )Retained earnings
    
    
    31,180
    
    
    
    27,282Total stockholders equity
    
    
    585,543
    
    
    
    587,253Total liabilities and stockholders equity
    
    $
    1,120,286
    
    
    $
    1,127,353
  3




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##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2009
    
    
    2008Revenues:Software licenses
    
    $
    5,820
    
    
    $
    6,655Maintenance
    
    
    15,540
    
    
    
    16,357Professional services
    
    
    5,196
    
    
    
    5,268Software-enabled services
    
    
    37,166
    
    
    
    40,243Total revenues
    
    
    63,722
    
    
    
    68,523Cost of revenues:Software licenses
    
    
    2,048
    
    
    
    2,299Maintenance
    
    
    6,474
    
    
    
    6,616Professional services
    
    
    3,977
    
    
    
    3,560Software-enabled services
    
    
    20,573
    
    
    
    22,448Total cost of revenues
    
    
    33,072
    
    
    
    34,923Gross profit
    
    
    30,650
    
    
    
    33,600Operating expenses:Selling and marketing
    
    
    5,228
    
    
    
    4,995Research and development
    
    
    5,867
    
    
    
    6,964General and administrative
    
    
    5,082
    
    
    
    5,819Total operating expenses
    
    
    16,177
    
    
    
    17,778Operating income
    
    
    14,473
    
    
    
    15,822Interest expense, net
    
    
    (9,350
    )
    
    
    (10,428
    )Other income, net
    
    
    557
    
    
    
    225Income before income taxes
    
    
    5,680
    
    
    
    5,619Provision for income taxes
    
    
    1,782
    
    
    
    1,883Net income
    
    $
    3,898
    
    
    $
    3,736
  4




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##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2009
    
    
    2008Cash flow from operating activities:Net income
    
    $
    3,898
    
    
    $
    3,736Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    8,573
    
    
    
    8,998Amortization of loan origination costs
    
    
    570
    
    
    
    587Equity losses in long-term investment
    
    
    
    
    
    
    39Loss on sale or disposition of property and equipment
    
    
    2
    
    
    
    1Deferred income taxes
    
    
    (2,089
    )
    
    
    (485
    )Stock-based compensation expense
    
    
    1,269
    
    
    
    1,289Provision for doubtful accounts
    
    
    349
    
    
    
    250Changes in operating assets and liabilities, excluding
effects from acquisitions:Accounts receivable
    
    
    (4,223
    )
    
    
    (2,992
    )Prepaid expenses and other assets
    
    
    208
    
    
    
    (654
    )Accounts payable
    
    
    45
    
    
    
    635Accrued expenses and other liabilities
    
    
    (3,369
    )
    
    
    (2,429
    )Income taxes payable
    
    
    (3,869
    )
    
    
    (330
    )Deferred maintenance and other revenues
    
    
    9,668
    
    
    
    10,747Net cash provided by operating activities
    
    
    11,032
    
    
    
    19,392Cash flow from investing activities:Additions to property and equipment
    
    
    (102
    )
    
    
    (2,906
    )Cash paid for business acquisitions, net of cash acquired
    
    
    (3,550
    )
    
    
    Net cash used in investing activities
    
    
    (3,652
    )
    
    
    (2,906
    )Cash flow from financing activities:Repayment of debt
    
    
    (531
    )
    
    
    (10,580
    )Transactions involving SS&C Holdings common stock
    
    
    (123
    )
    
    
    131Net cash used in financing activities
    
    
    (654
    )
    
    
    (10,449
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (488
    )
    
    
    375Net increase in cash and cash equivalents
    
    
    6,238
    
    
    
    6,412Cash and cash equivalents, beginning of period
    
    
    29,299
    
    
    
    19,175Cash and cash equivalents, end of period
    
    $
    35,537
    
    
    $
    25,587
  5




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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
         6




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##### Table of Contents



2009
    
    
    2008Statements of operations classificationCost of maintenance
    
    $
    25
    
    
    $
    24Cost of professional services
    
    
    47
    
    
    
    41Cost of software-enabled services
    
    
    253
    
    
    
    293Total cost of revenues
    
    
    325
    
    
    
    358Selling and marketing
    
    
    237
    
    
    
    207Research and development
    
    
    134
    
    
    
    133General and administrative
    
    
    573
    
    
    
    591Total operating expenses
    
    
    944
    
    
    
    931Total stock-based compensation expense
    
    $
    1,269
    
    
    $
    1,289
  Shares of HoldingsUnder OptionOutstanding at January 1, 2009
    
    
    1,513,193Granted
    
    
    30,005Cancelled/forfeited
    
    
    (11,836
    )Exercised
    
    
    (10,225
    )Outstanding at March 31, 2009
    
    
    1,521,137
    Three Months Ended March 31,2009
    
    
    2008Net income
    
    $
    3,898
    
    
    $
    3,736Foreign currency translation losses
    
    
    (7,105
    )
    
    
    (5,987
    )Unrealized gains (losses) on interest rate swaps, net of tax
    
    
    351
    
    
    
    (2,566
    )Total comprehensive loss
    
    $
    (2,856
    )
    
    $
    (4,817
    )
   March 31,
    
    
    December 31,2009
    
    
    2008Senior credit facility, term loan
portion, weighted-average interest rate
of 3.22% and 3.54%, respectively
    
    $
    202,055
    
    
    $
    203,72611 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000Capital leases
    
    
    445
    
    
    
    407,500
    
    
    
    408,726Current portion of long-term debt
    
    
    (2,343
    )
    
    
    (2,101
    )Long-term debt
    
    $
    405,157
    
    
    $
    406,625
  7




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Income StatementAmount of Gain
    
    Classification of the
    
    Amount of LossRecognized
    
    Loss Reclassified from
    
    Recognizedin AOCI, net of tax
    
    AOCI into Income
    
    in IncomeInterest rate swap
    
    $
    351
    
    
    Interest Expense
    
    $
    (839
    )
        8




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##### Table of Contents



Accounts
receivable, net of $11 reserve
    
    $
    928Tangible assets acquired, net of cash received
    
    
    1,100Trade name
    
    
    150Acquired client relationships and contracts
    
    
    1,720Goodwill
    
    
    487Deferred revenue
    
    
    (27
    )Other liabilities assumed
    
    
    (843
    )Consideration paid, net of cash received
    
    $
    3,515
  Three Months Ended March 31,2009
    
    
    2008Revenues
    
    $
    65,544
    
    
    $
    70,573Net income
    
    
    3,950
    
    
    
    3,598
    Three Months Ended March 31,2009
    
    
    2008United States
    
    $
    40,930
    
    
    $
    39,891Canada
    
    
    9,716
    
    
    
    11,289Americas excluding United States and Canada
    
    
    2,278
    
    
    
    2,500Europe
    
    
    9,472
    
    
    
    13,028Asia Pacific and Japan
    
    
    1,326
    
    
    
    1,815$
    63,722
    
    
    $
    68,523
 9




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##### Table of Contents



Three Months Ended March 31,2009
    
    
    2008Portfolio management/accounting
    
    $
    50,413
    
    
    $
    54,954Trading/treasury operations
    
    
    7,095
    
    
    
    7,156Financial modeling
    
    
    2,099
    
    
    
    2,181Loan management/accounting
    
    
    1,268
    
    
    
    1,242Property management
    
    
    1,269
    
    
    
    1,384Money market processing
    
    
    833
    
    
    
    945Training
    
    
    745
    
    
    
    661$
    63,722
    
    
    $
    68,523
  3 4
  10




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##### Table of Contents



At March 31, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    16,768
    
    
    $
    5,006
    
    
    $
    13,763
    
    
    $
    
    
    
    $
    35,537Accounts receivable, net
    
    
    21,796
    
    
    
    9,493
    
    
    
    11,461
    
    
    
    
    
    
    
    42,750Income taxes receivable
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    Prepaid expenses and other current assets
    
    
    1,614
    
    
    
    708
    
    
    
    2,501
    
    
    
    
    
    
    
    4,823Deferred income taxes
    
    
    565
    
    
    
    166
    
    
    
    362
    
    
    
    (860
    )
    
    
    233Property and equipment, net
    
    
    8,570
    
    
    
    896
    
    
    
    4,035
    
    
    
    
    
    
    
    13,501Investment in subsidiaries
    
    
    132,239
    
    
    
    
    
    
    
    
    
    
    
    (132,239
    )
    
    
    Intercompany balances
    
    
    123,775
    
    
    
    (18,553
    )
    
    
    (105,222
    )
    
    
    
    
    
    
    Deferred taxes, long-term
    
    
    16,600
    
    
    
    8,940
    
    
    
    502
    
    
    
    (26,042
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    744,209
    
    
    
    34,973
    
    
    
    244,260
    
    
    
    
    
    
    
    1,023,442Total assets
    
    $
    1,066,146
    
    
    $
    41,629
    
    
    $
    171,662
    
    
    $
    (159,151
    )
    
    $
    1,120,286Current portion of long-term debt
    
    $
    1,978
    
    
    $
    
    
    
    $
    365
    
    
    $
    
    
    
    $
    2,343Accounts payable
    
    
    497
    
    
    
    196
    
    
    
    1,189
    
    
    
    
    
    
    
    1,882Accrued expenses and other liabilities
    
    
    19,223
    
    
    
    594
    
    
    
    3,843
    
    
    
    
    
    
    
    23,660Income taxes payable
    
    
    
    
    
    
    863
    
    
    
    103
    
    
    
    (10
    )
    
    
    956Deferred income taxes
    
    
    694
    
    
    
    166
    
    
    
    
    
    
    
    (860
    )
    
    
    Deferred maintenance and other revenue
    
    
    26,708
    
    
    
    5,355
    
    
    
    8,263
    
    
    
    
    
    
    
    40,326Long-term debt, net of current portion
    
    
    370,311
    
    
    
    
    
    
    
    34,846
    
    
    
    
    
    
    
    405,157Other long-term liabilities
    
    
    4,027
    
    
    
    
    
    
    
    5,560
    
    
    
    
    
    
    
    9,587Deferred income taxes, long-term
    
    
    57,165
    
    
    
    8,466
    
    
    
    11,243
    
    
    
    (26,042
    )
    
    
    50,832Total liabilities
    
    
    480,603
    
    
    
    15,640
    
    
    
    65,412
    
    
    
    (26,912
    )
    
    
    534,743Stockholders equity
    
    
    585,543
    
    
    
    25,989
    
    
    
    106,250
    
    
    
    (132,239
    )
    
    
    585,543Total liabilities and stockholders equity
    
    $
    1,066,146
    
    
    $
    41,629
    
    
    $
    171,662
    
    
    $
    (159,151
    )
    
    $
    1,120,286
 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
 11




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##### Table of Contents



For the three months ended March 31, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    26,511
    
    
    $
    18,644
    
    
    $
    19,033
    
    
    $
    (466
    )
    
    $
    63,722Cost of revenue
    
    
    14,481
    
    
    
    11,289
    
    
    
    7,768
    
    
    
    (466
    )
    
    
    33,072Gross profit
    
    
    12,030
    
    
    
    7,355
    
    
    
    11,265
    
    
    
    
    
    
    
    30,650Operating expenses:Selling & marketing
    
    
    2,939
    
    
    
    990
    
    
    
    1,299
    
    
    
    
    
    
    
    5,228Research & development
    
    
    3,263
    
    
    
    802
    
    
    
    1,802
    
    
    
    
    
    
    
    5,867General & administrative
    
    
    3,661
    
    
    
    221
    
    
    
    1,200
    
    
    
    
    
    
    
    5,082Total operating expenses
    
    
    9,863
    
    
    
    2,013
    
    
    
    4,301
    
    
    
    
    
    
    
    16,177Operating income
    
    
    2,167
    
    
    
    5,342
    
    
    
    6,964
    
    
    
    
    
    
    
    14,473Interest expense, net
    
    
    (6,420
    )
    
    
    
    
    
    
    (2,930
    )
    
    
    
    
    
    
    (9,350
    )Other income (expense), net
    
    
    451
    
    
    
    (30
    )
    
    
    136
    
    
    
    
    
    
    
    557(Loss) income before income taxes
    
    
    (3,802
    )
    
    
    5,312
    
    
    
    4,170
    
    
    
    
    
    
    
    5,680(Benefit) provision for income taxes
    
    
    (694
    )
    
    
    962
    
    
    
    1,514
    
    
    
    
    
    
    
    1,782Equity in net income of subsidiaries
    
    
    7,006
    
    
    
    
    
    
    
    
    
    
    
    (7,006
    )
    
    
    Net income
    
    $
    3,898
    
    
    $
    4,350
    
    
    $
    2,656
    
    
    $
    (7,006
    )
    
    $
    3,898
 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
 12




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##### Table of Contents



For the three months ended March 31, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    3,898
    
    
    $
    4,350
    
    
    $
    2,656
    
    
    $
    (7,006
    )
    
    $
    3,898Non-cash adjustments
    
    
    (1,366
    )
    
    
    827
    
    
    
    2,207
    
    
    
    7,006
    
    
    
    8,674Changes in operating assets and liabilities
    
    
    3,274
    
    
    
    (430
    )
    
    
    (4,384
    )
    
    
    
    
    
    
    (1,540
    )Net cash provided by operating activities
    
    
    5,806
    
    
    
    4,747
    
    
    
    479
    
    
    
    
    
    
    
    11,032Cash Flow from Investment Activities:Intercompany transactions
    
    
    4,734
    
    
    
    (4,879
    )
    
    
    145
    
    
    
    
    
    
    
    Cash paid for business acquisitions, net
    
    
    (3,514
    )
    
    
    (36
    )
    
    
    
    
    
    
    
    
    
    
    (3,550
    )Additions to property and equipment
    
    
    (24
    )
    
    
    (6
    )
    
    
    (72
    )
    
    
    
    
    
    
    (102
    )Net cash provided by (used in) investing
activities
    
    
    1,196
    
    
    
    (4,921
    )
    
    
    73
    
    
    
    
    
    
    
    (3,652
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (440
    )
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    (531
    )Transactions involving SS&C Holdings
common stock
    
    
    (123
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123
    )Net cash used in financing activities
    
    
    (563
    )
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    (654
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (488
    )
    
    
    
    
    
    
    (488
    )Net increase (decrease) in cash and cash
equivalents
    
    
    6,439
    
    
    
    (174
    )
    
    
    (27
    )
    
    
    
    
    
    
    6,238Cash and cash equivalents, beginning of
period
    
    
    10,329
    
    
    
    5,180
    
    
    
    13,790
    
    
    
    
    
    
    
    29,299Cash and cash equivalents, end of period
    
    $
    16,768
    
    
    $
    5,006
    
    
    $
    13,763
    
    
    $
    
    
    
    $
    35,537
 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
    
    
    $
    2,325
    
    
    $
    (6,882
    )
    
    $
    3,736Non-cash adjustments
    
    
    691
    
    
    
    534
    
    
    
    2,572
    
    
    
    6,882
    
    
    
    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
 13




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##### Table of Contents



14




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 CRITICAL ACCOUNTING POLICIES
  
    
    Revenue Recognition
    
    Allowance for Doubtful Accounts
    
    Long-Lived Assets, Intangible Assets and Goodwill
    
    Acquisition Accounting
    
    Income Taxes
    
    Stock-based compensation
 Results of Operations for the Three Months Ended March 31, 2009 and 2008
  Three months ended March 31,
    
    
    Percentage2009
    
    
    2008
    
    
    ChangeRevenues:Software licenses
    
    $
    5,820
    
    
    $
    6,655
    
    
    
    -13
    %Maintenance
    
    
    15,540
    
    
    
    16,357
    
    
    
    -5
    %Professional services
    
    
    5,196
    
    
    
    5,268
    
    
    
    -1
    %Software-enabled services
    
    
    37,166
    
    
    
    40,243
    
    
    
    -8
    %Total revenues
    
    $
    63,722
    
    
    $
    68,523
    
    
    
    -7
    %
  Three months ended March 31,2009
    
    2008Revenues:Software licenses
    
    
    9
    %
    
    
    10
    %Maintenance
    
    
    25
    %
    
    
    24
    %Professional services
    
    
    8
    %
    
    
    7
    %Software-enabled services
    
    
    58
    %
    
    
    59
    %Total revenues
    
    
    100
    %
    
    
    100
    %
 Revenues
  15




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##### Table of Contents



Software Licenses
 Maintenance
 Professional Services
 Software-Enabled Services
 Cost of Revenues
  16




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##### 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
 17




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##### Table of Contents



Interest Expense. 3 4
 Other Income, Net
 Provision for Income Taxes
 Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
  Senior Credit Facilities
   18




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##### Table of Contents



11 3/4% Senior Subordinated Notes due 2013
 3 4
   Covenant Compliance
     19




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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.
  TwelveMonths EndedThree Months Ended March 31,
    
    
    March 312009
    
    
    2008
    
    
    2009Net income
    
    $
    3,898
    
    
    $
    3,736
    
    
    $
    18,963Interest expense
    
    
    9,350
    
    
    
    10,428
    
    
    
    40,052Income taxes
    
    
    1,782
    
    
    
    1,883
    
    
    
    7,045Depreciation and amortization
    
    
    8,573
    
    
    
    8,998
    
    
    
    34,613EBITDA
    
    
    23,603
    
    
    
    25,045
    
    
    
    100,673Purchase accounting adjustments (1)
    
    
    (51
    )
    
    
    (79
    )
    
    
    (261
    )Unusual or non-recurring charges (2)
    
    
    (472
    )
    
    
    (225
    )
    
    
    1,233Acquired EBITDA and cost savings (3)
    
    
    221
    
    
    
    
    
    
    
    2,015Stock-based compensation
    
    
    1,269
    
    
    
    1,289
    
    
    
    7,303Capital-based taxes
    
    
    334
    
    
    
    416
    
    
    
    1,130Other (4)
    
    
    345
    
    
    
    393
    
    
    
    1,298Consolidated EBITDA
    
    $
    25,249
    
    
    $
    26,839
    
    
    $
    113,391
 
 (1)
    
    Purchase accounting adjustments include an adjustment to increase rent expense
by the amount that would have been recognized if lease obligations were not adjusted
to fair value at the date of the Transaction.(2)
    
    Unusual or non-recurring charges include foreign currency gains and losses,
expenses related to the withdrawn public offering, severance expenses associated with
workforce reduction, equity earnings and losses on investments, proceeds from legal
and other settlements and other one-time expenses. 20




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##### Table of Contents



(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
    
    5.50x
    
    3.33xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    2.00x
    
    3.00x
 Recent Accounting Pronouncements
  21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
      
 Item 4T. Controls and Procedures
   22




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  23




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##### Table of Contents



SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: May 15, 2009
    By:
    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 24




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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
 25