UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 20172021

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to        

Commission File Number 001-34675

 

SS&C TECHNOLOGIES HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) 

 

 

Delaware

 

71-0987913

(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)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

SSNC

The Nasdaq Global Select Market

There were 205,860,743255,256,954 shares of the registrant’s common stock outstanding as of October 25, 2017.July 28, 2021.

 

 

 


SS&C TECHNOLOGIES HOLDINGS, INC.

INDEX

 

 

 

Page
Number

 

 

 

PART 1. FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Financial Statements (unaudited)

 

3

 

 

 

Condensed Consolidated Balance Sheets at SeptemberJune 30, 20172021 and December 31, 20162020

 

3

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20172021 and 20162020

 

4

 

 

 

Condensed Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20172021 and 20162020

 

5

 

 

 

Notes to Condensed Consolidated Financial Statements of Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020

 

6

 

 

 

Notes to Condensed Consolidated Financial Statements

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

27

Item 4. Controls and Procedures

 

28

 

 

 

PART II. OTHER INFORMATION

Item 4. Controls and Procedures1. Legal Proceedings

 

28

 

 

 

PART II. OTHER INFORMATIONItem 1A. Risk Factors

 

28

 

 

 

Item 1. Legal Proceedings2. Unregistered Sales of Equity Securities and Use of Proceeds

 

2928

 

 

 

Item 6. Exhibits

29

EXHIBIT INDEX

 

30

 

 

 

EXHIBIT INDEX

30

SIGNATURE

 

31

 

 

 

SS&C Technologies Holdings, Inc., or “SS&C Holdings,” is our top-level holding company. SS&C Technologies, Inc., or “SS&C,” is our primary operating company and a wholly-owned subsidiary of SS&C Technologies Holdings, Inc. “We,” “us,” “our” and the “Company” mean SS&C Technologies Holdings, Inc. and its consolidated subsidiaries, including SS&C.

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates”, “projects”, “forecasts”, “may”, “assume”, “intend”, “will”, “continue”, “opportunity”, “predict”, “potential”, “future”, “guarantee”, “likely”, “target”, “indicate”, “would”, “could” and “should” and similar expressions are intended to identify forward-looking statements. The important factors discussed under the caption “Risk Factors” in the Company’sthis Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2016,2020, filed with the Securities and Exchange Commission on February 28, 2017,25, 2021, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. The Company doesWe do not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

Explanatory Note

On June 24, 2016, SS&C Technologies Holdings, Inc. completed a two-for-one stock split, effective in the form of a stock dividend. All share and per share amounts (other than for the Company’s Class A non-voting common stock) have been retroactively restated for all periods presented to reflect the stock split.

 

 

 

2


PART I

Item 1.

Financial Statements

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands,millions, except share and per share data) (Unaudited)

 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

103,279

 

 

$

117,558

 

Accounts receivable, net of allowance for doubtful accounts of $7,711 and $5,944,

   respectively

 

 

238,677

 

 

 

241,307

 

Prepaid expenses and other current assets

 

 

32,688

 

 

 

31,119

 

Prepaid income taxes

 

 

13,832

 

 

 

23,012

 

Restricted cash

 

 

592

 

 

 

2,116

 

Total current assets

 

 

389,068

 

 

 

415,112

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

Land

 

 

2,655

 

 

 

2,655

 

Building and improvements

 

 

59,974

 

 

 

42,749

 

Equipment, furniture, and fixtures

 

 

136,623

 

 

 

120,011

 

 

 

 

199,252

 

 

 

165,415

 

Less: accumulated depreciation

 

 

(95,672

)

 

 

(85,020

)

Net property, plant and equipment

 

 

103,580

 

 

 

80,395

 

Deferred income taxes

 

 

2,166

 

 

 

2,410

 

Goodwill (Note 3)

 

 

3,692,573

 

 

 

3,652,733

 

Intangible and other assets, net of accumulated amortization of $899,922 and $730,234,

   respectively

 

 

1,411,234

 

 

 

1,556,321

 

Total assets

 

$

5,598,621

 

 

$

5,706,971

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt (Note 2)

 

$

39,527

 

 

$

126,144

 

Accounts payable

 

 

27,776

 

 

 

16,490

 

Income taxes payable

 

 

 

 

 

3,473

 

Accrued employee compensation and benefits

 

 

73,521

 

 

 

104,118

 

Interest payable

 

 

7,344

 

 

 

21,470

 

Other accrued expenses

 

 

45,087

 

 

 

53,708

 

Deferred revenue

 

 

212,811

 

 

 

235,222

 

Total current liabilities

 

 

406,066

 

 

 

560,625

 

Long-term debt, net of current portion (Note 2)

 

 

2,177,681

 

 

 

2,374,986

 

Other long-term liabilities

 

 

85,767

 

 

 

59,227

 

Deferred income taxes

 

 

421,468

 

 

 

453,555

 

Total liabilities

 

 

3,090,982

 

 

 

3,448,393

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

 

Stockholders’ equity (Note 5):

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value per share, 5,000,000 shares authorized; no shares issued

 

 

 

 

 

 

Class A non-voting common stock, $0.01 par value per share, 5,000,000 shares authorized;

   no shares issued

 

 

 

 

 

 

Common stock, $0.01 par value per share, 400,000,000 shares authorized;  207,402,636 shares

   and 204,616,054 shares issued, respectively, and 205,829,297 shares and 203,042,715 shares

   outstanding, respectively, of which 1,314 and 11,252 are unvested, respectively

 

 

2,074

 

 

 

2,046

 

Additional paid-in capital

 

 

1,994,985

 

 

 

1,921,256

 

Accumulated other comprehensive loss

 

 

(87,377

)

 

 

(139,073

)

Retained earnings

 

 

615,957

 

 

 

492,349

 

 

 

 

2,525,639

 

 

 

2,276,578

 

Less: cost of common stock in treasury, 1,573,339 shares

 

 

(18,000

)

 

 

(18,000

)

Total stockholders’ equity

 

 

2,507,639

 

 

 

2,258,578

 

Total liabilities and stockholders’ equity

 

$

5,598,621

 

 

$

5,706,971

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

247.1

 

 

$

209.3

 

Funds receivable and funds held on behalf of clients

 

 

2,921.3

 

 

 

1,227.4

 

Accounts receivable, net of allowance for doubtful accounts of $18.1 and $16.8, respectively

 

 

711.8

 

 

 

648.0

 

Contract asset

 

 

26.9

 

 

 

20.4

 

Prepaid expenses and other current assets

 

 

216.8

 

 

 

187.5

 

Restricted cash and cash equivalents

 

 

3.9

 

 

 

5.9

 

Total current assets

 

 

4,127.8

 

 

 

2,298.5

 

Property, plant and equipment, net (Note 2)

 

 

394.2

 

 

 

412.8

 

Operating lease right-of-use assets

 

 

323.5

 

 

 

350.8

 

Investments (Note 3)

 

 

172.8

 

 

 

183.5

 

Unconsolidated affiliates (Note 4)

 

 

219.8

 

 

 

225.6

 

Contract asset

 

 

76.0

 

 

 

82.0

 

Goodwill (Note 6)

 

 

8,080.8

 

 

 

8,078.7

 

Intangible and other assets, net of accumulated amortization of $2,669.2 and $2,655.6, respectively

 

 

4,040.2

 

 

 

4,291.7

 

Total assets

 

$

17,435.1

 

 

$

15,923.6

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt (Note 7)

 

$

55.2

 

 

$

53.9

 

Client funds obligations

 

 

2,921.3

 

 

 

1,227.4

 

Accounts payable

 

 

29.8

 

 

 

28.1

 

Income taxes payable

 

 

33.2

 

 

 

9.3

 

Accrued employee compensation and benefits

 

 

205.5

 

 

 

311.5

 

Interest payable

 

 

27.5

 

 

 

27.5

 

Other accrued expenses

 

 

336.6

 

 

 

293.1

 

Deferred revenues

 

 

335.7

 

 

 

332.5

 

Total current liabilities

 

 

3,944.8

 

 

 

2,283.3

 

Long-term debt, net of current portion (Note 7)

 

 

6,214.9

 

 

 

6,388.5

 

Operating lease liabilities

 

 

297.4

 

 

 

323.6

 

Other long-term liabilities

 

 

277.1

 

 

 

287.9

 

Deferred income taxes

 

 

877.2

 

 

 

923.8

 

Total liabilities

 

 

11,611.4

 

 

 

10,207.1

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

 

Stockholders’ equity (Note 8):

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value per share, 5.0 million shares authorized; 0 shares issued

 

 

 

 

 

 

Class A non-voting common stock, $0.01 par value per share, 5.0 million shares authorized;

  0 shares issued

 

 

 

 

 

 

Common stock, $0.01 par value per share, 400.0 million shares authorized; 266.2 million shares

   and 263.9 million shares issued, respectively, and 255.2 million shares and 257.6 million shares

   outstanding, respectively

 

 

2.7

 

 

 

2.6

 

Additional paid-in capital

 

 

4,682.8

 

 

 

4,544.0

 

Accumulated other comprehensive loss

 

 

(190.3

)

 

 

(201.0

)

Retained earnings

 

 

1,949.6

 

 

 

1,667.0

 

 

 

 

6,444.8

 

 

 

6,012.6

 

Less: cost of common stock in treasury, 10.9 and 6.3 million shares, respectively

 

 

(621.1

)

 

 

(296.1

)

Total stockholders’ equity

 

 

5,823.7

 

 

 

5,716.5

 

Total liabilities and stockholders’ equity

 

$

17,435.1

 

 

$

15,923.6

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands,millions, except per share data) (Unaudited)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

$

282,133

 

 

$

248,772

 

 

$

831,103

 

 

$

699,091

 

 

$

1,057.1

 

 

$

945.0

 

 

$

2,100.5

 

 

$

1,934.5

 

Maintenance and term licenses

 

 

112,819

 

 

 

106,925

 

 

 

336,990

 

 

 

305,437

 

Total recurring revenues

 

 

394,952

 

 

 

355,697

 

 

 

1,168,093

 

 

 

1,004,528

 

Perpetual licenses

 

 

3,576

 

 

 

4,389

 

 

 

10,226

 

 

 

14,643

 

Professional services

 

 

19,723

 

 

 

23,218

 

 

 

58,611

 

 

 

61,341

 

Total non-recurring revenues

 

 

23,299

 

 

 

27,607

 

 

 

68,837

 

 

 

75,984

 

License, maintenance and related

 

 

201.9

 

 

 

193.1

 

 

 

391.9

 

 

 

377.2

 

Total revenues

 

 

418,251

 

 

 

383,304

 

 

 

1,236,930

 

 

 

1,080,512

 

 

 

1,259.0

 

 

 

1,138.1

 

 

 

2,492.4

 

 

 

2,311.7

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

 

155,497

 

 

 

143,074

 

 

 

468,391

 

 

 

403,045

 

 

 

582.8

 

 

 

549.9

 

 

 

1,178.3

 

 

 

1,133.4

 

Maintenance and term licenses

 

 

46,662

 

 

 

45,458

 

 

 

140,927

 

 

 

138,864

 

Total recurring cost of revenues

 

 

202,159

 

 

 

188,532

 

 

 

609,318

 

 

 

541,909

 

Perpetual licenses

 

 

642

 

 

 

608

 

 

 

1,857

 

 

 

1,749

 

Professional services

 

 

17,001

 

 

 

18,887

 

 

 

49,778

 

 

 

51,532

 

Total non-recurring cost of revenues

 

 

17,643

 

 

 

19,495

 

 

 

51,635

 

 

 

53,281

 

License, maintenance and related

 

 

81.2

 

 

 

76.9

 

 

 

160.0

 

 

 

159.0

 

Total cost of revenues

 

 

219,802

 

 

 

208,027

 

 

 

660,953

 

 

 

595,190

 

 

 

664.0

 

 

 

626.8

 

 

 

1,338.3

 

 

 

1,292.4

 

Gross profit

 

 

198,449

 

 

 

175,277

 

 

 

575,977

 

 

 

485,322

 

 

 

595.0

 

 

 

511.3

 

 

 

1,154.1

 

 

 

1,019.3

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

28,181

 

 

 

27,328

 

 

 

88,544

 

 

 

85,724

 

 

 

97.7

 

 

 

84.3

 

 

 

189.7

 

 

 

175.7

 

Research and development

 

 

37,376

 

 

 

37,701

 

 

 

114,904

 

 

 

114,975

 

 

 

100.8

 

 

 

96.8

 

 

 

208.7

 

 

 

201.7

 

General and administrative

 

 

28,975

 

 

 

33,345

 

 

 

88,910

 

 

 

91,239

 

 

 

83.6

 

 

 

88.9

 

 

 

173.7

 

 

 

181.8

 

Total operating expenses

 

 

94,532

 

 

 

98,374

 

 

 

292,358

 

 

 

291,938

 

 

 

282.1

 

 

 

270.0

 

 

 

572.1

 

 

 

559.2

 

Operating income

 

 

103,917

 

 

 

76,903

 

 

 

283,619

 

 

 

193,384

 

 

 

312.9

 

 

 

241.3

 

 

 

582.0

 

 

 

460.1

 

Interest expense, net

 

 

(26,250

)

 

 

(31,648

)

 

 

(81,565

)

 

 

(97,583

)

 

 

(51.0

)

 

 

(60.5

)

 

 

(102.4

)

 

 

(137.9

)

Other (expense) income, net

 

 

(2,535

)

 

 

2,655

 

 

 

(3,803

)

 

 

820

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

(2,326

)

 

 

 

Other income, net

 

 

6.5

 

 

 

19.0

 

 

 

24.5

 

 

 

3.7

 

Equity in earnings of unconsolidated affiliates, net

 

 

(0.4

)

 

 

(1.0

)

 

 

(0.1

)

 

 

(0.3

)

(Loss) gain on extinguishment of debt

 

 

(1.5

)

 

 

0.2

 

 

 

(1.8

)

 

 

(2.6

)

Income before income taxes

 

 

75,132

 

 

 

47,910

 

 

 

195,925

 

 

 

96,621

 

 

 

266.5

 

 

 

199.0

 

 

 

502.2

 

 

 

323.0

 

Provision for income taxes

 

 

10,905

 

 

 

9,163

 

 

 

32,400

 

 

 

22,648

 

 

 

76.7

 

 

 

29.5

 

 

 

137.5

 

 

 

54.3

 

Net income

 

$

64,227

 

 

$

38,747

 

 

$

163,525

 

 

$

73,973

 

 

$

189.8

 

 

$

169.5

 

 

$

364.7

 

 

$

268.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.31

 

 

$

0.19

 

 

$

0.80

 

 

$

0.37

 

 

$

0.74

 

 

$

0.66

 

 

$

1.42

 

 

$

1.05

 

Diluted earnings per share

 

$

0.30

 

 

$

0.19

 

 

$

0.77

 

 

$

0.36

 

 

$

0.71

 

 

$

0.64

 

 

$

1.36

 

 

$

1.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

 

205,568

 

 

 

201,782

 

 

 

204,506

 

 

 

199,365

 

Diluted weighted average number of common and common equivalent shares outstanding

 

 

212,359

 

 

 

206,635

 

 

 

211,080

 

 

 

205,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared and paid per common share

 

$

0.07

 

 

$

0.0625

 

 

$

0.195

 

 

$

0.1875

 

Basic weighted-average number of common shares outstanding

 

 

255.7

 

 

 

257.0

 

 

 

256.4

 

 

 

256.1

 

Diluted weighted-average number of common and common equivalent shares outstanding

 

 

267.6

 

 

 

265.8

 

 

 

267.8

 

 

 

265.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

64,227

 

 

$

38,747

 

 

$

163,525

 

 

$

73,973

 

 

$

189.8

 

 

$

169.5

 

 

$

364.7

 

 

$

268.7

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized (loss) gain on interest rate swaps

 

 

(0.2

)

 

 

(0.3

)

 

 

0.3

 

 

 

(2.7

)

Foreign currency exchange translation adjustment

 

 

19,951

 

 

 

(12,060

)

 

 

51,696

 

 

 

(29,532

)

 

 

1.9

 

 

 

34.1

 

 

 

10.3

 

 

 

(116.6

)

Total comprehensive income (loss), net of tax

 

 

19,951

 

 

 

(12,060

)

 

 

51,696

 

 

 

(29,532

)

Change in defined benefit pension obligation

 

 

0.1

 

 

 

 

 

 

0.1

 

 

 

 

Total other comprehensive income (loss), net of tax

 

 

1.8

 

 

 

33.8

 

 

 

10.7

 

 

 

(119.3

)

Comprehensive income

 

$

84,178

 

 

$

26,687

 

 

$

215,221

 

 

$

44,441

 

 

$

191.6

 

 

$

203.3

 

 

$

375.4

 

 

$

149.4

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

4


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)millions) (Unaudited)

 

 

Nine Months Ended September 30,

 

 

Six Months Ended June 30,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

163,525

 

 

$

73,973

 

 

$

364.7

 

 

$

268.7

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

176,879

 

 

 

170,910

 

 

 

335.3

 

 

 

364.1

 

Equity in earnings of unconsolidated affiliates, net

 

 

0.1

 

 

 

0.3

 

Cash distributions received from unconsolidated affiliates

 

 

10.0

 

 

 

8.0

 

Gain on bargain purchase

 

 

(3.2

)

 

 

 

Stock-based compensation expense

 

 

31,572

 

 

 

40,402

 

 

 

55.5

 

 

 

44.6

 

Income tax benefit related to exercise of stock options

 

 

 

 

 

(44,975

)

Amortization and write-offs of loan origination costs

 

 

7,915

 

 

 

7,994

 

Loss on extinguishment of debt

 

 

963

 

 

 

 

Net gains on investments

 

 

(17.2

)

 

 

(5.5

)

Amortization and write-offs of loan origination costs and original issue discounts

 

 

6.7

 

 

 

6.9

 

Loss on extinguishment of debt, net

 

 

1.8

 

 

 

0.9

 

Loss on sale or disposition of property and equipment

 

 

730

 

 

 

159

 

 

 

0.1

 

 

 

4.0

 

Deferred income taxes

 

 

(24,661

)

 

 

(39,712

)

 

 

(47.2

)

 

 

(84.1

)

Provision for doubtful accounts

 

 

2,829

 

 

 

2,684

 

 

 

4.5

 

 

 

4.8

 

Changes in operating assets and liabilities, excluding effects from acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,820

 

 

 

(14,603

)

 

 

(63.7

)

 

 

(11.9

)

Prepaid expenses and other assets

 

 

1,416

 

 

 

(2,595

)

 

 

(17.5

)

 

 

(16.5

)

Contract assets

 

 

(0.8

)

 

 

(3.7

)

Accounts payable

 

 

8,597

 

 

 

2,610

 

 

 

(0.1

)

 

 

4.0

 

Accrued expenses

 

 

(45,644

)

 

 

(18,429

)

Accrued expenses and other liabilities

 

 

(82.1

)

 

 

(91.8

)

Income taxes prepaid and payable

 

 

6,781

 

 

 

44,840

 

 

 

32.2

 

 

 

101.6

 

Deferred revenue

 

 

(25,632

)

 

 

13,758

 

 

 

(16.8

)

 

 

(38.7

)

Net cash provided by operating activities

 

 

307,090

 

 

 

237,016

 

 

 

562.3

 

 

 

555.7

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for business acquisitions, net of cash acquired

 

 

7.3

 

 

 

(114.1

)

Additions to property and equipment

 

 

(29,779

)

 

 

(18,870

)

 

 

(17.6

)

 

 

(16.0

)

Proceeds from sale of property and equipment

 

 

1

 

 

 

69

 

Cash paid for business acquisitions, net of cash acquired

 

 

1,805

 

 

 

(309,432

)

Additions to capitalized software

 

 

(8,168

)

 

 

(6,137

)

 

 

(42.1

)

 

 

(35.9

)

Purchase of long-term investment

 

 

 

 

 

(1,000

)

Investments in securities

 

 

(10.0

)

 

 

(40.8

)

Proceeds from sales / maturities of investments

 

 

38.9

 

 

 

33.7

 

Collection of other non-current receivables

 

 

5.6

 

 

 

5.0

 

Net cash used in investing activities

 

 

(36,141

)

 

 

(335,370

)

 

 

(17.9

)

 

 

(168.1

)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received from debt borrowings

 

 

45,000

 

 

 

 

 

 

210.0

 

 

 

246.0

 

Repayments of debt

 

 

(337,800

)

 

 

(268,550

)

 

 

(393.1

)

 

 

(503.3

)

Net increase (decrease) in client funds obligations

 

 

1,682.7

 

 

 

(947.4

)

Proceeds from exercise of stock options

 

 

46,278

 

 

 

34,767

 

 

 

88.9

 

 

 

82.8

 

Withholding taxes related to equity award net share settlement

 

 

(4,090

)

 

 

(7,051

)

Income tax benefit related to exercise of stock options

 

 

 

 

 

44,975

 

Purchase of common stock for treasury

 

 

 

 

 

(13

)

Payment of fees related to refinancing activities

 

 

 

 

 

(503

)

Withholding taxes paid related to equity award net share settlement

 

 

(5.6

)

 

 

(7.3

)

Purchases of common stock for treasury

 

 

(325.0

)

 

 

(27.9

)

Dividends paid on common stock

 

 

(39,917

)

 

 

(37,452

)

 

 

(82.1

)

 

 

(64.0

)

Net cash used in financing activities

 

 

(290,529

)

 

 

(233,827

)

Net cash provided by (used in) financing activities

 

 

1,175.8

 

 

 

(1,221.1

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

3,777

 

 

 

(880

)

 

 

(1.6

)

 

 

(5.4

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(15,803

)

 

 

(333,061

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

1,718.6

 

 

 

(838.9

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

119,674

 

 

 

436,977

 

 

 

1,337.9

 

 

 

1,789.4

 

Cash, cash equivalents and restricted cash, end of period

 

$

103,871

 

 

$

103,916

 

Cash, cash equivalents and restricted cash and cash equivalents, end of period

 

$

3,056.5

 

 

$

950.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash activities:

 

 

 

 

 

 

 

 

Property and equipment acquired through tenant improvement allowances

 

$

10,846

 

 

$

 

Reconciliation of cash, cash equivalents and restricted cash and cash equivalents:

Reconciliation of cash, cash equivalents and restricted cash and cash equivalents:

 

Cash and cash equivalents

 

$

247.1

 

 

$

261.9

 

Restricted cash and cash equivalents

 

 

3.9

 

 

 

8.4

 

Restricted cash and cash equivalents included in funds receivable and funds held on behalf of clients

 

 

2,805.5

 

 

 

680.2

 

 

$

3,056.5

 

 

$

950.5

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In millions) (Unaudited)

 

 

Three Months Ended June 30, 2021

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

 

Issued

 

 

 

 

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

(Loss) Income

 

 

Stock

 

 

Equity

 

Balance, at March 31, 2021

 

 

264.7

 

 

$

2.6

 

 

$

4,600.5

 

 

$

1,800.7

 

 

$

(192.1

)

 

$

(477.5

)

 

$

5,734.2

 

Net income

 

 

 

 

 

 

 

 

 

 

 

189.8

 

 

 

 

 

 

 

 

 

189.8

 

Foreign exchange translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.9

 

 

 

 

 

 

1.9

 

Net change in interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

 

(0.2

)

Change in defined benefit plan obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

0.1

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

27.7

 

 

 

 

 

 

 

 

 

 

 

 

27.7

 

Exercise of options, net of withholding taxes

 

 

1.5

 

 

 

0.1

 

 

 

54.5

 

 

 

 

 

 

 

 

 

 

 

 

54.6

 

Purchases of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(143.6

)

 

 

(143.6

)

Cash dividends declared - $0.16 per share

 

 

 

 

 

 

 

 

0.1

 

 

 

(40.9

)

 

 

 

 

 

 

 

 

(40.8

)

Balance, at June 30, 2021

 

 

266.2

 

 

$

2.7

 

 

$

4,682.8

 

 

$

1,949.6

 

 

$

(190.3

)

 

$

(621.1

)

 

$

5,823.7

 

 

 

Three Months Ended June 30, 2020

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

 

Issued

 

 

 

 

 

 

Paid-in

 

 

Retained

 

��

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

(Loss) Income

 

 

Stock

 

 

Equity

 

Balance, at March 31, 2020

 

 

259.0

 

 

$

2.6

 

 

$

4,324.3

 

 

$

1,245.1

 

 

$

(406.1

)

 

$

(78.3

)

 

$

5,087.6

 

Net income

 

 

 

 

 

 

 

 

 

 

 

169.5

 

 

 

 

 

 

 

 

 

169.5

 

Foreign exchange translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34.1

 

 

 

 

 

 

34.1

 

Net change in interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.3

)

 

 

 

 

 

(0.3

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

22.1

 

 

 

 

 

 

 

 

 

 

 

 

22.1

 

Exercise of options, net of withholding taxes

 

 

1.7

 

 

 

 

 

 

40.7

 

 

 

 

 

 

 

 

 

 

 

 

40.7

 

Non-cash purchase price consideration

 

 

 

 

 

 

 

 

10.2

 

 

 

 

 

 

 

 

 

9.9

 

 

 

20.1

 

Purchases of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27.9

)

 

 

(27.9

)

Cash dividends declared - $0.125 per share

 

 

 

 

 

 

 

 

0.1

 

 

 

(32.2

)

 

 

 

 

 

 

 

 

(32.1

)

Balance, at June 30, 2020

 

 

260.7

 

 

$

2.6

 

 

$

4,397.4

 

 

$

1,382.4

 

 

$

(372.3

)

 

$

(96.3

)

 

$

5,313.8

 

6


 

 

Six Months Ended June 30, 2021

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

 

Issued

 

 

 

 

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

Balance, at December 31, 2020

 

 

263.9

 

 

$

2.6

 

 

$

4,544.0

 

 

$

1,667.0

 

 

$

(201.0

)

 

$

(296.1

)

 

$

5,716.5

 

Net income

 

 

 

 

 

 

 

 

 

 

 

364.7

 

 

 

 

 

 

 

 

 

364.7

 

Foreign exchange translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.3

 

 

 

 

 

 

10.3

 

Net change in interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.3

 

 

 

 

 

 

0.3

 

Change in defined benefit plan obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

0.1

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

55.5

 

 

 

 

 

 

 

 

 

 

 

 

55.5

 

Exercise of options, net of withholding taxes

 

 

2.3

 

 

 

0.1

 

 

 

83.2

 

 

 

 

 

 

 

 

 

 

 

 

83.3

 

Purchases of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(325.0

)

 

 

(325.0

)

Cash dividends declared - $0.32 per share

 

 

 

 

 

 

 

 

0.1

 

 

 

(82.1

)

 

 

 

 

 

 

 

 

(82.0

)

Balance, at June 30, 2021

 

 

266.2

 

 

$

2.7

 

 

$

4,682.8

 

 

$

1,949.6

 

 

$

(190.3

)

 

$

(621.1

)

 

$

5,823.7

 

 

 

Six Months Ended June 30, 2020

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

 

Issued

 

 

 

 

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

Balance, at December 31, 2019

 

 

257.6

 

 

$

2.6

 

 

$

4,266.9

 

 

$

1,177.9

 

 

$

(253.0

)

 

$

(78.3

)

 

$

5,116.1

 

Net income

 

 

 

 

 

 

 

 

 

 

 

268.7

 

 

 

 

 

 

 

 

 

268.7

 

Foreign exchange translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(116.6

)

 

 

 

 

 

(116.6

)

Net change in interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.7

)

 

 

 

 

 

(2.7

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

44.6

 

 

 

 

 

 

 

 

 

 

 

 

44.6

 

Exercise of options, net of withholding taxes

 

 

3.1

 

 

 

 

 

 

75.5

 

 

 

 

 

 

 

 

 

 

 

 

75.5

 

Non-cash purchase price consideration

 

 

 

 

 

 

 

 

10.2

 

 

 

 

 

 

 

 

 

9.9

 

 

 

20.1

 

Purchases of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27.9

)

 

 

(27.9

)

Cash dividends declared - $0.25 per share

 

 

 

 

 

 

 

 

0.2

 

 

 

(64.2

)

 

 

 

 

 

 

 

 

(64.0

)

Balance, at June 30, 2020

 

 

260.7

 

 

$

2.6

 

 

$

4,397.4

 

 

$

1,382.4

 

 

$

(372.3

)

 

$

(96.3

)

 

$

5,313.8

 

The accompanying notes are an integral part of these condensed consolidated financial statements.


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1—Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles were applied on a basis consistent with those of the audited Consolidated Financial Statements contained in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2016,2020, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 201725, 2021 (the “2016“2020 Form 10-K”). The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. In the opinion of the Company,management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments, except as noted elsewhere in the notes to the Condensed Consolidated Financial Statements) necessary for a fair statement of itsour financial position as of SeptemberJune 30, 2017,2021, the results of itsour operations for the three and ninesix months ended SeptemberJune 30, 20172021 and 20162020, and itsour cash flows for the ninesix months ended SeptemberJune 30, 20172021 and 2016. Certain prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect total revenues, operating income or net income.2020. These statements do not include all of the information and footnotes required by GAAP for annual financial statements. The Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited Consolidated Financial Statements and footnotes as of and for the year ended December 31, 2016,2020, which were included in the 20162020 Form 10-K. The December 31, 20162020 Consolidated Balance Sheet data were derived from audited financial statements but do not include all disclosures required by GAAP for annual financial statements. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172021 are not necessarily indicative of the expected results for any subsequent quarters or the full year.  

Recently Adopted Accounting PronouncementsPronouncement

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. This ASU requires that restricted cash be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for the Company for its first quarter of fiscal 2018.  Early adoption is permitted and the guidance requires application using a retrospective method.  The Company has early adopted ASU 2016-18, which did not have a material impact on the Company’s financial position, results of operations or cash flows.  

In March 2016,December 2019, the FASB issued ASU 2016-09, Compensation – Stock Compensation2019-12, Simplifying the Accounting for Income Taxes (Topic 718): Improvements740). ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to Employee Share-Based Payment Accounting. This ASU was intendedthe guidance in ASC 740 related to simplify severalthe approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for share-based paymentfranchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for the Company for its first quarter of fiscal 2017.  Effective January 1, 2017, excess tax benefits will be prospectively reported as an operating activitythat result in a step-up in the Company’s Condensed Consolidated Statementstax basis of Cash Flows.  As the Company hasgoodwill. Certain amendments in this update must be applied this guidance prospectively as of January 1, 2017, excess tax benefits for the nine months ended September 30, 2016 will noton a prospective basis, certain amendments must be adjusted and continue to be reported in financing activities in the Condensed Consolidated Statements of Cash Flows.  As a result of the adoption, the Company recognized discrete tax benefits of $2.7 million and $12.8 million in the provision for income taxes line of the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 related to excess tax benefits upon vesting of a restricted-stock award or stock option exercise event relative to the deferred tax asset position established.  The Company has elected to account for forfeitures as they occur and there was no material effect recorded upon adoption of this change.  The Company has also excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of the Company’s diluted earnings per share for the three and nine months ended September 30, 2017, which had the effect of increasing the weighted average common stock equivalents.  Prior to the adoption of ASU 2016-09, the Company included excess tax benefits in assessing whether common equivalent shares were dilutive in the Company’s calculations of weighted average dilutive shares under the treasury stock method.  Presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to all periods presented as such cash flows have historically been presented as financing activities.

Recent Accounting Pronouncements Not Yet Effective

In January 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. As a result of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and then recognize an impairment charge, as necessary, for the amount by which the carrying amount exceeds the reporting

6


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, and early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company expects to adopt ASU 2017-04 for the Company’s goodwill impairment tests in 2017.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash flow, and other Topics.  ASU 2016-15 is effective for the Company for its first quarter of fiscal 2018 and the guidance requires application usingapplied on a retrospective method.  The impact of the Company’s adoption of ASU 2016-15 to the Company’s Condensed Consolidated Financial Statements willbasis and certain amendments must be to reflect the presentation of debt prepayment or debt extinguishment costs as cash outflows for financing activities within the Company’s Condensed Consolidated Statement of Cash Flows.  This ASU is not expected to haveapplied on a material impact on the Company’s financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company for its first quarter of fiscal 2020 and earlier adoption is permitted beginning in the first quarter of fiscal 2019. Application of the ASU ismodified retrospective basis through a cumulative-effect adjustment to retained earnings as of the effective date. We adopted ASU 2019-12 effective January 1, 2021. The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s Condensed Consolidated Financial Statements.  This ASU isthis standard did not expected to have a material impact on the Company’sour financial position, results of operations or cash flows.

Recent Accounting Pronouncement Not Yet Effective

In February 2016,March 2020, the FASB issued ASU 2016-02, Leases2020-04, Reference Rate Reform (Topic 842)848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU would require lessees2020-04 provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to recognizecontracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued Update 2021-01, Reference Rate Reform (Topic 848): Scope. The update provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022. A substantial portion of our indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. We continue to monitor the impact the discontinuance of LIBOR or another reference rate will have on our contracts, hedging relationships and other transactions. We are currently assessing the impact of this standard on our financial condition and results of operations.

Note 2—Property, Plant and Equipment, net

Property, plant and equipment and the related accumulated depreciation are as follows (in millions):

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Land

 

$

54.3

 

 

$

48.0

 

Building and improvements

 

 

311.3

 

 

 

307.4

 

Equipment, furniture, and fixtures

 

 

458.7

 

 

 

463.1

 

 

 

 

824.3

 

 

 

818.5

 

Less: accumulated depreciation and amortization

 

 

(430.1

)

 

 

(405.7

)

Total property, plant and equipment, net

 

$

394.2

 

 

$

412.8

 


Depreciation expense for the three and six months ended June 30, 2021 was $19.5 million and $44.4 million, respectively. Depreciation expense for the three and six months ended June 30, 2020 was $27.1 million and $54.1 million, respectively.

Note 3—Investments

Investments are as follows (in millions):

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Non-marketable equity securities

 

$

84.5

 

 

$

84.5

 

Marketable equity securities

 

 

40.9

 

 

 

38.0

 

Seed capital investments

 

 

25.1

 

 

 

21.2

 

Partnership interests in private equity funds

 

 

22.3

 

 

 

39.8

 

Total investments

 

$

172.8

 

 

$

183.5

 

Realized and unrealized gains and losses for our equity securities are as follows (in millions):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Unrealized gains (losses) on equity securities held as of the end of the period

 

$

3.1

 

 

$

10.4

 

 

$

8.9

 

 

$

(0.8

)

Realized gains for equity securities sold during the period

 

 

0.6

 

 

 

6.1

 

 

 

7.7

 

 

 

7.8

 

Total gains recognized in other income, net

 

$

3.7

 

 

$

16.5

 

 

$

16.6

 

 

$

7.0

 

Fair Value Measurement

Authoritative accounting guidance on fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of June 30, 2021 and December 31, 2020, we held certain investment assets and certain liabilities that are required to be measured at fair value on a recurring basis.  These investments include money market funds and marketable equity securities where fair value is determined using quoted prices in active markets.  Accordingly, the fair value measurements of these investments have been classified as Level 1 in the tables below.  Investments for which we elected net asset value as a practical expedient for fair value and investments measured using the fair value measurement alternative are excluded from the tables below.  Fair value for deferred compensation liabilities that are credited with deemed gains or losses of the underlying hypothetical investments, primarily equity securities, have been classified as Level 1 in the tables below.  

The following tables present assets and liabilities measured at fair value on a recurring basis (in millions):

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

June 30, 2021

 

 

Quoted prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

Money market funds (1)

 

$

1,862.4

 

 

$

1,862.4

 

 

$

 

 

$

 

Marketable equity securities (2)

 

 

40.9

 

 

 

40.9

 

 

 

 

 

 

 

Seed capital investments (2)

 

 

25.1

 

 

 

25.1

 

 

 

 

 

 

 

Deferred compensation liabilities (3)

 

 

(21.2

)

 

 

(21.2

)

 

 

 

 

 

 

Total

 

$

1,907.2

 

 

$

1,907.2

 

 

$

 

 

$

 


 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

December 31, 2020

 

 

Quoted prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

Money market funds (1)

 

$

698.9

 

 

$

698.9

 

 

$

 

 

$

 

Marketable equity securities (2)

 

 

38.0

 

 

 

38.0

 

 

 

 

 

 

 

Seed capital investments (2)

 

 

21.2

 

 

 

21.2

 

 

 

 

 

 

 

Deferred compensation liabilities (3)

 

 

(20.3

)

 

 

(20.3

)

 

 

 

 

 

 

Total

 

$

737.8

 

 

$

737.8

 

 

$

 

 

$

 

(1)

Included in Cash and cash equivalents and Funds receivable and funds held on behalf of clients on the Condensed Consolidated Balance Sheet.

(2)

Included in Investments on the Condensed Consolidated Balance Sheet.

(3)

Included in Other long-term liabilities on the Condensed Consolidated Balance Sheet.

We have partnership interests in various private equity funds that are not included in the tables above.  Our investments in private equity funds were $22.3 million and $39.8 million at June 30, 2021 and December 31, 2020, respectively, of which $17.6 million and $35.7 million, respectively, were measured using net asset value as a practical expedient for all leases (withfair value and $4.7 million and $4.1 million, respectively, were accounted for under the exceptionequity method of short-term leases) ataccounting.  The investments in private equity funds represent underlying investments in domestic and international markets across various industry sectors.

Generally, our investments in private equity funds are non-transferable or are subject to long holding periods, and withdrawals from the commencement date; (i) a lease liability, whichprivate equity firm partnerships are typically not permitted.  The maximum risk of loss related to our private equity fund investments is limited to the carrying value of its investments in the entities.

Note 4—Unconsolidated Affiliates

Investments in unconsolidated affiliates are as follows (in millions):

 

 

 

 

 

 

June 30, 2021

 

 

December 31, 2020

 

 

 

Ownership Percentage

 

 

Carrying Value

 

 

Excess carrying value of investment over proportionate share of net assets

 

 

Carrying Value

 

 

Excess carrying value of investment over proportionate share of net assets

 

International Financial Data Services L.P.

 

50%

 

 

$

89.6

 

 

$

39.9

 

 

$

97.5

 

 

$

41.5

 

Pershing Road Development Company, LLC

 

50%

 

 

 

75.8

 

 

 

71.5

 

 

 

74.1

 

 

 

72.7

 

Broadway Square Partners, LLP

 

50%

 

 

 

53.4

 

 

 

29.5

 

 

 

52.6

 

 

 

29.6

 

Other unconsolidated affiliates

 

 

 

 

 

 

1.0

 

 

 

 

 

 

1.4

 

 

 

 

Total

 

 

 

 

 

$

219.8

 

 

$

140.9

 

 

$

225.6

 

 

$

143.8

 

Investments in unconsolidated affiliates are accounted for under the equity method of accounting.  We record our proportionate share of the results of the unconsolidated affiliates and amortization expense related to basis differences in Equity in earnings of unconsolidated affiliates, net on the Condensed Consolidated Statement of Comprehensive Income.  One of the unconsolidated affiliates is a lessee’s obligationparty to make lease payments arisingan interest rate swap agreement.  We record our proportionate share of the change in value of the interest rate swap agreement in Accumulated other comprehensive loss.  Amounts reclassified from Accumulated other comprehensive loss to Net income are recorded in Equity in earnings of unconsolidated affiliates, net on the Condensed Consolidated Statement of Comprehensive Income.


Equity in earnings of unconsolidated affiliates, net are as follows (in millions):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

International Financial Data Services L.P.

 

$

0.5

 

 

$

1.0

 

 

$

2.1

 

 

$

1.7

 

Pershing Road Development Company, LLC

 

 

0.3

 

 

 

0.4

 

 

 

1.2

 

 

 

1.2

 

Broadway Square Partners, LLP

 

 

0.4

 

 

 

0.4

 

 

 

0.8

 

 

 

0.6

 

Other unconsolidated affiliates

 

 

(1.6

)

 

 

(2.8

)

 

 

(4.2

)

 

 

(3.8

)

Total

 

$

(0.4

)

 

$

(1.0

)

 

$

(0.1

)

 

$

(0.3

)

Note 5—Acquisitions

Capita

On March 1, 2021, we purchased all of the outstanding stock of Capita Life & Pensions Services (Ireland) Limited (“Capita”) and certain related businesses.  The acquisition of Capita resulted in a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the usenet receipt of a specified asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU. Additional disclosures will be required to allow the user to assessapproximately $7.1 million in cash, as the amount timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing atacquired exceeded the time of adoption.  ASU 2016-02 is effective for the Company for its first quarter of fiscal 2019cash paid consideration.  Capita provides business process management, technology and earlier adoption is permitted.  The impact of the Company’s adoption of ASU 2016-02consultancy services to the Company’sinternational life and pensions sector.  Services offered include financial and back-office administration, claims management, actuarial and financial reporting, investment administration, product and IT development and business transformation services.

The net assets and results of operations of Capita have been included in our Condensed Consolidated Financial Statements will be to recognize the majorityfrom March 1, 2021.  The excess of fair values of the Company’s operating lease commitmentsnet assets over the purchase price was recorded as operating lease liabilitiesa gain on bargain purchase within other income, net on the Condensed Consolidated Statement of Comprehensive Income.

There are $11.2 million and right-of-use assets upon adoption, which will result$14.9 million in a material increaserevenues from Capita’s operations included in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021, respectively.

The following summarizes the preliminary allocation of the purchase price for the 2021 acquisition of Capita.  The assets and liabilities pending finalization include the valuation of acquired tangible assets and the evaluation of taxes (in millions):

 

 

Capita

 

 

Accounts receivable

 

$

3.8

 

 

Fixed assets

 

 

0.5

 

 

Other assets

 

 

5.5

 

 

Accounts payable

 

 

(3.5

)

 

Deferred revenue

 

 

(3.1

)

 

Other liabilities assumed

 

 

(7.1

)

 

Gain on bargain purchase

 

 

(3.2

)

 

Consideration paid, net of cash acquired

 

$

(7.1

)

 

We recorded onseverance expense related to personnel reductions in connection with the Company’scontinued integration efforts associated with the acquisitions of DST and Algorithmics during the six months ended June 30, 2021 and DST, Eze and Intralinks during the six months ended June 30, 2020.  The amount of severance expense recognized in our Condensed Consolidated Balance Sheet.  The Company is continuing its assessment, which may identify additional impacts this ASU will have on the Company’s Condensed Consolidated Financial Statements and related disclosures and internal controls over financial reporting.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue by removing inconsistencies and weaknesses in revenue requirements; providing a more robust framework for addressing revenue issues; improving comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; and providing more useful information to users of financial statements through improved revenue disclosure requirements. On August 12, 2015, the FASB issued ASU 2015-14, deferring the effective date by one year for ASU 2014-09.  ASU 2014-09 is effectiveComprehensive Income for the Company for its first quarter of 2018, with early adoption permitted for annual periods beginning after December 15, 2016. The new standard is required to be applied retrospectively to each prior reporting period presented orsix months ended June 30, 2021 and 2020 was as a cumulative effect adjustment on the date of initial application.

Subsequent to the issuance of ASU 2014-09, the FASB has issued the following updates: ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing; ASU 2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients and ASU 2016-20, Revenue from Contracts with Customers (Topic 606) –Technical Corrections and Improvements to Topic 606. The amendments in these updates affect the guidance contained within ASU 2014-09.  follows (in millions):

 

 

 

Six Months Ended June 30,

 

Consolidated Statements of Comprehensive Income Classification

 

2021

 

 

2020

 

Cost of software-enabled services

 

$

14.1

 

 

$

21.5

 

Cost of license, maintenance and other related

 

 

1.2

 

 

 

1.2

 

Total cost of revenues

 

 

15.3

 

 

 

22.7

 

Selling and marketing

 

 

1.2

 

 

 

1.4

 

Research and development

 

 

5.8

 

 

 

5.1

 

General and administrative

 

 

0.6

 

 

 

2.5

 

Total operating expenses

 

 

7.6

 

 

 

9.0

 

Total severance expense

 

$

22.9

 

 

$

31.7

 


The Company plansfollowing unaudited pro forma information is provided for illustrative purposes only and assumes that the acquisition of Capita occurred on January 1, 2020 and the acquisitions of Captricity and Innovest occurred on January 1, 2019, after giving effect to adoptcertain adjustments, including amortization of intangibles, interest, transaction costs and tax effects.  This unaudited pro forma information (in millions, except per share data) should not be relied upon as being indicative of the new revenue standard usinghistorical results that would have been obtained if the modified retrospective approach when it becomes effective foracquisitions had actually occurred on those dates, nor of the Companyresults that may be obtained in the first quarter of fiscal 2018.  The Company is continuing to evaluate the impact on the Company’s financial position, results of operations and cash flows, and associated processes, systems and internal controls.  Based upon the Company’s continued assessments of the new revenue standard, the Company would be required to recognize the license component of term license arrangements upfront and the associated maintenance component over the contract period.  Under the current revenue standard, the Company recognizes both the term license and maintenance revenues ratably over the contract period.  In addition, a

7


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)future.

 

portion of deferred revenue recorded in accordance with the current revenue standard will never be recognized as revenue upon adoption of the new revenue standard and instead will be part of the cumulative effect adjustment within retained earnings.  The Company is also evaluating the timing and recognition of costs to obtain contracts with customers, such as commissions, under the new revenue standard.  The Company is continuing to assess the new revenue standard along with industry trends and additional interpretive guidance and may adjust its interpretation and implementation plan accordingly.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues

 

$

1,260.9

 

 

$

1,154.9

 

 

$

2,503.6

 

 

$

2,355.1

 

Net income

 

$

191.0

 

 

$

172.1

 

 

$

368.3

 

 

$

274.0

 

 

Note 2—6—Goodwill

The change in carrying value of goodwill as of and for the six months ended June 30, 2021 is as follows (in millions):

Balance at December 31, 2020

 

$

8,078.7

 

Adjustments to prior acquisitions

 

 

(0.3

)

Effect of foreign currency translation

 

 

2.4

 

Balance at June 30, 2021

 

$

8,080.8

 

Note 7—Debt

At SeptemberJune 30, 20172021 and December 31, 2016,2020, debt consisted of the following (in thousands)millions):

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2016

Senior secured credit facilities, weighted-average interest rate of 3.42% and 3.94%, respectively

 

$            1,666,825

 

$            1,865,625

5.875% senior notes due 2023

 

600,000

 

600,000

Senior secured credit facilities revolving portion, weighted-average interest rate of 3.50%

 

 

94,000

Unamortized original issue discount and debt issuance costs

 

(49,617)

 

(58,495)

 

 

2,217,208

 

2,501,130

Less current portion of long-term debt

 

39,527

 

126,144

Long-term debt

 

$            2,177,681

 

$            2,374,986

On March 2, 2017, the Company entered into an amendment (the “Amendment”) to the Company’s senior secured credit agreement dated July 8, 2015. Pursuant to the Amendment, the highest (non-default) interest rate margin applicable to Term Loan A was reduced from LIBOR plus 2.75% to LIBOR plus 1.75%, and the highest (non-default) interest rate margin applicable to Term Loan B was reduced from LIBOR plus 3.25% to LIBOR plus 2.25%. The LIBOR “floor” was also amended for the Term Loan A and the Term Loan B to be 0%. No changes were made to the financial covenants, outstanding principal amounts or the scheduled amortization.

 

The Amendment was evaluated in accordance with FASB Accounting Standards Codification 470-50, Debt-Modifications and

Extinguishments, for debt modification and extinguishment accounting. The Company accounted for the debt re-pricing as a debt modification with respect to amounts that remained obligations of the same lender in the syndicate with minor changes in cash flows and as a debt extinguishment with respect to amounts that were obligations of lenders that exited the syndicate or remained in the syndicate but experienced a change in cash flows of greater than 10%. See Loss on extinguishment of debt section below.

Loss on extinguishment of debt. The Company recorded a $2.3 million loss on extinguishment of debt in the three months ended March 31, 2017 in connection with the Amendment. The loss on early extinguishment of debt includes the write-off of a portion of the unamortized capitalized financing fees related to the senior secured credit facility for amounts accounted for as a debt extinguishment, as well as new financing fees related to the senior secured credit facility for amounts accounted for as a debt modification.

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Senior secured credit facilities, weighted-average interest rate of 1.85% and 1.90%, respectively

 

$

4,304.5

 

 

$

4,485.9

 

5.5% senior notes due 2027

 

 

2,000.0

 

 

 

2,000.0

 

Other indebtedness

 

 

11.4

 

 

 

10.1

 

Unamortized original issue discount and debt issuance costs

 

 

(45.8

)

 

 

(53.6

)

 

 

 

6,270.1

 

 

 

6,442.4

 

Less: current portion of long-term debt

 

 

55.2

 

 

 

53.9

 

Long-term debt

 

$

6,214.9

 

 

$

6,388.5

 

 

Fair valueValue of debt. Debt

The carrying amounts and fair values of financial instruments are as follows (in thousands)millions):

 

 

September 30, 2017

 

 

December 31, 2016

 

 

June 30, 2021

 

 

December 31, 2020

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured credit facilities

 

$

1,666,825

 

 

$

1,673,024

 

 

$

1,865,625

 

 

$

1,887,043

 

 

$

4,304.5

 

 

$

4,251.5

 

 

$

4,485.9

 

 

$

4,426.0

 

5.875% senior notes due 2023

 

 

600,000

 

 

 

633,255

 

 

 

600,000

 

 

 

619,500

 

Senior secured credit facilities, revolving portion

 

 

 

 

 

 

 

 

94,000

 

 

 

93,883

 

5.5% senior notes due 2027

 

 

2,000.0

 

 

 

2,119.4

 

 

 

2,000.0

 

 

 

2,136.0

 

Other indebtedness

 

 

11.4

 

 

 

11.5

 

 

 

10.1

 

 

 

10.2

 

 

The above fair values, which are Level 2 liabilities, were computed based on comparable quoted market prices. The fair values of cash, accounts receivable, net, short-term borrowings, and accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.

 



8


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)Note 8—Stockholders’ Equity

 

Note 3—GoodwillStock repurchase program

The change

In August 2019, our Board of Directors authorized the repurchase of up to $500 million of our common stock on the open market or in carrying valueprivately negotiated transactions. In July 2020, our Board of goodwill asDirectors authorized the renewal and increase of our stock repurchase program, which enables us to repurchase up to $750 million in the aggregate of our outstanding common stock.  During the three and six months ended June 30, 2021, we repurchased 2.0 million and 4.7 million shares, respectively, of common stock for approximately $143.6 million and $325.0 million, respectively. During the three months ended June 30, 2020, we repurchased 0.5 million shares of common stock for approximately $27.9 million.  We use the cost method to account for treasury stock purchases. Under the cost method, the price paid for the nine months ended September 30, 2017stock is charged to the treasury stock account. In July 2021, our Board of Directors authorized a stock repurchase program, which will enable us to repurchase up to $1 billion in the aggregate of our outstanding common stock.  Our authority to repurchase shares under the program will continue until the one-year anniversary of the Board’s authorization, unless earlier terminated by the Board.

Dividends

We paid a quarterly cash dividend of $0.16 per share of common stock in March and June of 2021 totaling $82.1 million.  We paid a quarterly cash dividend of $0.125 per share of common stock in March and June of 2020 totaling $64.0 million.  

AccumulatedOther Comprehensive Loss

Accumulated other comprehensive loss balances, net of tax, consists of the following (in millions):

 

 

Interest Rate Swap

 

 

Foreign Currency Translation

 

 

Defined Benefit Obligation

 

 

Accumulated Other Comprehensive Loss

 

Balance, December 31, 2020

 

$

(5.5

)

 

$

(192.3

)

 

$

(3.2

)

 

$

(201.0

)

Net current period other comprehensive income

 

 

0.3

 

 

 

10.3

 

 

 

0.1

 

 

 

10.7

 

Balance, June 30, 2021

 

$

(5.2

)

 

$

(182.0

)

 

$

(3.1

)

 

$

(190.3

)

Adjustments to accumulated other comprehensive loss are as follows (in thousands)millions):

 

Balance at December 31, 2016

 

$

3,652,733

 

Adjustments to prior acquisitions

 

 

(621

)

Effect of foreign currency translation

 

 

40,461

 

Balance at September 30, 2017

 

$

3,692,573

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

Pretax

 

 

Tax Effect

 

 

Pretax

 

 

Tax Effect

 

 

Pretax

 

 

Tax Effect

 

 

Pretax

 

 

Tax Effect

 

Interest Rate Swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (losses) gains on interest rate swaps

 

$

(1.0

)

 

$

 

 

$

(1.1

)

 

$

0.1

 

 

$

1.2

 

 

$

(0.2

)

 

$

(2.7

)

 

$

1.0

 

Reclassification of losses (gains) into net earnings on interest rate swaps

 

 

0.8

 

 

 

 

 

 

0.7

 

 

 

 

 

 

(0.7

)

 

 

 

 

 

(1.0

)

 

 

 

Net change in cash flow hedges

 

 

(0.2

)

 

 

 

 

 

(0.4

)

 

 

0.1

 

 

 

0.5

 

 

 

(0.2

)

 

 

(3.7

)

 

 

1.0

 

Defined Benefit Pension

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized net gain on defined benefit pension plan

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

 

 

 

 

Net change in defined benefit pension

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

 

 

 

 

Foreign Currency Translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current period translation adjustments

 

 

3.6

 

 

 

(1.7

)

 

 

34.6

 

 

 

(0.5

)

 

 

9.9

 

 

 

0.4

 

 

 

(116.9

)

 

 

0.3

 

Net cumulative translation adjustments

 

 

3.6

 

 

 

(1.7

)

 

 

34.6

 

 

 

(0.5

)

 

 

9.9

 

 

 

0.4

 

 

 

(116.9

)

 

 

0.3

 

Total other comprehensive income (loss)

 

$

3.5

 

 

$

(1.7

)

 

$

34.2

 

 

$

(0.4

)

 

$

10.5

 

 

$

0.2

 

 

$

(120.6

)

 

$

1.3

 

Note 9—Revenues

We generate revenues primarily through our software-enabled services.  Our software-enabled services are generally provided under contracts with initial terms of one to five years that require monthly or quarterly payments and are subject to automatic annual renewal at the end of the initial term unless terminated by either party.  We also generate revenues by licensing our software to clients through either perpetual or term licenses and by selling maintenance services.  We classify license revenues related to sales-based royalty arrangements as term license revenue.  Maintenance services are generally provided under annually renewable contracts.  Our pricing typically scales as a function of our clients’ assets under management, the complexity of asset classes managed, the volume of


transactions and the level of service the client requires.  Revenues from professional services consist mostly of services provided on a time and materials basis.

Deferred revenues primarily represent unrecognized fees billed or collected for maintenance and professional services.  Deferred revenues are recognized as (or when) we perform under the contract.  Deferred revenues are recorded on a net basis with contract assets at the contract level.  Accordingly, as of June 30, 2021 and December 31, 2020, approximately $56.7 million and $53.9 million, respectively, of deferred revenue is presented net within contract assets arising from the same contracts.  The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $78.7 million and $181.8 million for the three and six months ended June 30, 2021, respectively.  The amount of revenues recognized in the period that was included in the opening deferred revenue balance was $79.9 million and $187.9 million for the three and six months ended June 30, 2020, respectively.

As of June 30, 2021, revenue of approximately $558.4 million is expected to be recognized from remaining performance obligations for license, maintenance and related revenues, of which $298.0 million is expected to be recognized over the next twelve months.

We record revenue net of any taxes assessed by governmental authorities.

Revenue Disaggregation

The following table disaggregates our revenues by geography (in millions):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

United States

 

$

894.6

 

 

$

837.4

 

 

$

1,773.0

 

 

$

1,699.5

 

United Kingdom

 

 

155.2

 

 

 

141.7

 

 

 

305.5

 

 

 

297.9

 

Europe (excluding United Kingdom), Middle East and Africa

 

 

85.9

 

 

 

59.8

 

 

 

155.7

 

 

 

122.8

 

Asia-Pacific and Japan

 

 

56.4

 

 

 

47.1

 

 

 

125.4

 

 

 

92.5

 

Canada

 

 

45.3

 

 

 

34.4

 

 

 

93.3

 

 

 

62.9

 

Americas, excluding United States and Canada

 

 

21.6

 

 

 

17.7

 

 

 

39.5

 

 

 

36.1

 

Total

 

$

1,259.0

 

 

$

1,138.1

 

 

$

2,492.4

 

 

$

2,311.7

 

The following table disaggregates our revenues by source (in millions):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Software-enabled services

 

$

1,057.1

 

 

$

945.0

 

 

$

2,100.5

 

 

$

1,934.5

 

Maintenance and term licenses

 

 

166.5

 

 

 

163.5

 

 

 

329.7

 

 

 

323.3

 

Professional services

 

 

25.7

 

 

 

23.7

 

 

 

49.2

 

 

 

43.7

 

Perpetual licenses

 

 

9.7

 

 

 

5.9

 

 

 

13.0

 

 

 

10.2

 

Total

 

$

1,259.0

 

 

$

1,138.1

 

 

$

2,492.4

 

 

$

2,311.7

 


Note 10—Stock Based Compensation

Stock options, SARs and RSUs

The amount of stock-based compensation expense recognized in our Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020 was as follows (in millions):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Condensed Consolidated Statements of Comprehensive Income Classification

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cost of software-enabled services

 

$

9.7

 

 

$

8.7

 

 

$

20.7

 

 

$

17.8

 

Cost of license, maintenance and other related

 

 

1.4

 

 

 

1.3

 

 

 

3.1

 

 

 

2.6

 

Total cost of revenues

 

 

11.1

 

 

 

10.0

 

 

 

23.8

 

 

 

20.4

 

Selling and marketing

 

 

5.1

 

 

 

3.4

 

 

 

9.7

 

 

 

6.9

 

Research and development

 

 

3.6

 

 

 

2.7

 

 

 

7.2

 

 

 

5.6

 

General and administrative

 

 

7.9

 

 

 

6.0

 

 

 

14.8

 

 

 

11.7

 

Total operating expenses

 

 

16.6

 

 

 

12.1

 

 

 

31.7

 

 

 

24.2

 

Total stock-based compensation expense

 

$

27.7

 

 

$

22.1

 

 

$

55.5

 

 

$

44.6

 

 

 

Note 4—Earnings per Share

Earnings per share (“EPS”) is calculated in accordance with the relevant standards. Basic EPS includes no dilutionThe following table summarizes stock option and is computed by dividing net income available to the Company’s common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares consist of stock options, stock appreciation rights (“SARs”), activity as well as restricted stock unitsunit (“RSUs”) and restrictedactivity for the six months ended June 30, 2021 (shares in millions):

 

 

Stock Options and SARs

 

 

RSUs

 

Outstanding at December 31, 2020

 

 

42.7

 

 

 

0.2

 

Granted

 

 

0.7

 

 

 

 

Cancelled/forfeited

 

 

(0.8

)

 

 

 

Vested

 

 

 

 

 

(0.2

)

Exercised

 

 

(2.2

)

 

 

 

Outstanding at June 30, 2021

 

 

40.4

 

 

 

 

Performance-Based Stock Option Awards

In March 2021, our named executive officers were granted performance-based stock awards (“RSAs”) usingoptions that vest at the treasury stock method. Common equivalent shares are excluded from the computationend of diluteda 3-year performance period based on average annual growth in earnings per share ifover the effectperiod and have a maximum term of including such common equivalent shares is anti-dilutive because their total assumed proceeds exceed the average10 years.  The performance-based stock options have an exercise price of $68.52 per share and a grant date fair value of common$17.90 per share.  These awards include annual performance growth targets and will measure performance against the target throughout the 3-year performance period.  Performance is measured relative to a 3-year average annual growth rate that is established at the beginning of the cycle and held constant.  Our executive officers will only be entitled to receive any portion of the performance stock option awards that are earned if they remain employed through the final determination of the satisfaction of these performance goals after the conclusion of our 2023 fiscal year.  The total number of options to be issued if we achieve the targeted growth rate during the measurement period is 530,000.  The actual number of options that will be issued ranges from 0, if the threshold level of performance is not achieved, to 200% of the targeted number of options, if the annual growth rate meets or exceeds a specified level.

Note 11—Income Taxes

The effective tax rate was 28.8% and 14.8% for the period.three months ended June 30, 2021 and 2020, respectively, and 27.4% and 16.8% for the six months ended June 30, 2021 and 2020, respectively. The change in the effective tax rate for the three and six months ended June 30, 2021 compared to the respective prior year periods was primarily due to recognition of tax expense related to a law change in the United Kingdom, a decrease in recognition of windfall tax benefits from stock awards in the current year, and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions.  In addition, the effective tax rate for the three and six months ended June 30, 2020 included recognition of a state tax benefit related to a law change.


Note 12—Earnings per Share

The following table sets forth the computation of basic and diluted EPS (in thousands,millions, except per share amounts):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

 

 

64,227

 

 

 

38,747

 

 

 

163,525

 

 

 

73,973

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — used in calculation of basic EPS

 

 

205,568

 

 

 

201,782

 

 

 

204,506

 

 

 

199,365

 

Weighted average common stock equivalents — options and restricted shares

 

 

6,791

 

 

 

4,853

 

 

 

6,574

 

 

 

5,969

 

Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS

 

 

212,359

 

 

 

206,635

 

 

 

211,080

 

 

 

205,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - Basic

 

$

0.31

 

 

$

0.19

 

 

$

0.80

 

 

$

0.37

 

Earnings per share - Diluted

 

$

0.30

 

 

$

0.19

 

 

$

0.77

 

 

$

0.36

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income

 

$

189.8

 

 

$

169.5

 

 

$

364.7

 

 

$

268.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding – used in calculation of basic EPS

 

 

255.7

 

 

 

257.0

 

 

 

256.4

 

 

 

256.1

 

Weighted-average common stock equivalents – stock options and restricted shares

 

 

11.9

 

 

 

8.8

 

 

 

11.4

 

 

 

9.6

 

Weighted-average common and common equivalent shares outstanding – used in calculation of diluted EPS

 

 

267.6

 

 

 

265.8

 

 

 

267.8

 

 

 

265.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – Basic

 

$

0.74

 

 

$

0.66

 

 

$

1.42

 

 

$

1.05

 

Earnings per share – Diluted

 

$

0.71

 

 

$

0.64

 

 

$

1.36

 

 

$

1.01

 

9


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

 

Weighted average stockStock options and SARs representing 641,2278.7 million and 10,702,46615.8 million shares were outstanding for the three and six months ended SeptemberJune 30, 2017 and 2016, respectively, and weighted average stock options and SARs representing 10,779,326 and 14,094,402 were outstanding for the nine months ended September 30, 2017 and 2016,2021, respectively, but were not included in the computation of diluted EPS because the effect of including them would be anti-dilutive.  

Dividends. In 2017,Stock options and SARs representing 12.4 million and 12.3 million shares were outstanding for the Company paid a quarterly cash dividendthree and six months ended June 30, 2020, respectively, but were not included in the computation of $0.0625 per sharediluted EPS because the effect of common stock on March 15, 2017 and June 15, 2017 and $0.07 per share of common stock on September 15, 2017 to stockholders of record as of the close of business on March 1, 2017, June 1, 2017 and September 1, 2017, totaling $39.9 million.   In 2016, the Company paid a quarterly cash dividend of $0.0625 per share of common stock on March 15, 2016, June 15, 2016 and September 15, 2016, to stockholders of record as of the close of business on March 7, 2016, June 1, 2016 and September 1, 2016, totaling $37.5 million.

including them would be anti-dilutive.

 

Note 5—Equity and Stock-based Compensation

Total stock options, SARs, RSUs and RSAs. The amount of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Comprehensive Income for three and nine months ended September 30, 2017 and 2016 was as follows (in thousands):

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Consolidated Statements of Comprehensive Income Classification

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Cost of software-enabled services

 

$

2,903

 

 

$

2,732

 

 

$

8,525

 

 

$

7,916

 

Cost of maintenance and term licenses

 

 

485

 

 

 

605

 

 

 

1,572

 

 

 

2,116

 

Cost of recurring revenues

 

 

3,388

 

 

 

3,337

 

 

 

10,097

 

 

 

10,032

 

Cost of professional services

 

 

565

 

 

 

493

 

 

 

1,695

 

 

 

1,736

 

Cost of non-recurring revenues

 

 

565

 

 

 

493

 

 

 

1,695

 

 

 

1,736

 

Total cost of revenues

 

 

3,953

 

 

 

3,830

 

 

 

11,792

 

 

 

11,768

 

Selling and marketing

 

 

2,387

 

 

 

2,521

 

 

 

7,550

 

 

 

8,966

 

Research and development

 

 

1,817

 

 

 

2,004

 

 

 

5,522

 

 

 

6,402

 

General and administrative

 

 

2,137

 

 

 

4,134

 

 

 

6,708

 

 

 

13,266

 

Total operating expenses

 

 

6,341

 

 

 

8,659

 

 

 

19,780

 

 

 

28,634

 

Total stock-based compensation expense

 

$

10,294

 

 

$

12,489

 

 

$

31,572

 

 

$

40,402

 

The following table summarizes stock option and SAR activity as of and for the nine months ended September 30, 2017:

Shares

Outstanding at December 31, 2016

25,028,100

Granted

5,152,728

Cancelled/forfeited

(1,165,514

)

Exercised

(2,983,441

)

Outstanding at September 30, 2017

26,031,873

The following table summarizes RSU activity as of and for the nine months ended September 30, 2017:

Shares

Outstanding at December 31, 2016

357,292

Granted

-

Cancelled/forfeited

(20,458

)

Vested

(146,528

)

Outstanding at September 30, 2017

190,306

10


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

Note 6—Income Taxes

The effective tax rate was 14.5% and 19.1% for the three months ended September 30, 2017 and 2016, respectively, and the effective tax rate was 16.5% and 23.4% for the nine months ended September 30, 2017 and 2016, respectively.  The change in the effective tax rate for the three months ended September 30, 2017 was primarily due to the recognition of windfall tax benefits from stock awards as a component of the income tax provision in the current quarter as well as the recognition of previously unrecognized tax benefits due to a lapse in the statute of limitations in the current quarter.  The change in the effective tax rate for the nine months ended September 30, 2017 was primarily due to the recognition of windfall tax benefits from stock awards in the current year as a component of the income tax provision and the absence of the unfavorable impact of a change in state apportionment on the Company’s domestic deferred tax liabilities as a result of the acquisition of Citigroup AIS in the first quarter of 2016, partially offset by the unfavorable impact from an increase in pre-tax income in the current year from domestic operations taxed at a high statutory rate.

Note 7—Acquisitions

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisitions of Conifer Financial Services LLC (“Conifer”), Wells Fargo's Global Fund Services business (“GFS”) and Citigroup’s Alternative Investor Services business occurred on January 1, 2015. This unaudited pro forma information (in thousands, except per share data) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2016

 

 

2016

 

Revenues

 

$

412,954

 

 

$

1,221,894

 

Net income

 

$

43,692

 

 

$

93,856

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

0.22

 

 

$

0.47

 

Diluted EPS

 

$

0.21

 

 

$

0.46

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

 

201,782

 

 

 

199,365

 

Diluted weighted average number of common and common equivalent shares outstanding

 

 

206,635

 

 

 

205,334

 

During the nine months ended September 30, 2017, the Company received cash purchase price adjustments totaling $1.8 million related to the acquisitions of Conifer and GFS.  This amount is reflected in “Cash paid for business acquisitions, net of cash acquired” for the nine months ended September 30, 2017 on the Company’s Condensed Consolidated Statement of Cash Flows.

Note 8—13—Commitments and Contingencies

From time to time, the Company iswe are subject to legal proceedings and claims. In theour opinion, of the Company's management, the Company iswe are not involved in any litigation or proceedings that would have a material adverse effect on the Companyus or itsour business.

Legal Proceedings

A putative representative action suit was filed against DST, the Compensation Committee of DST’s Board of Directors, the Advisory Committee of DST Systems, Inc. 401(k) Profit Sharing Plan (the “Plan”) and certain of DST’s present and/or former officers and directors, alleging breach of fiduciary duties and other violations of the Employee Retirement Income Security Act (“ERISA”).  On September 1, 2017, a complaint was filed purportedly on behalf of the Plan in the United States District Court for the Southern District of New York, captioned Ferguson, et al v. Ruane Cunniff & Goldfarb Inc., et al., (“Ferguson”), naming as defendants DST, the Compensation Committee of DST’s Board of Directors, the Advisory Committee of the Plan and certain of DST’s present and/or former officers and directors (collectively the “DST Defendants”).  On September 18, 2019, the United States District Court for the Southern District of New York granted a partial dismissal related to certain claims against the DST Defendants concerning the 401k portion of the Plan. On October 31, 2019, the DST Defendants filed an answer to the amended complaint and asserted crossclaims for contribution and/or indemnification against Ruane, Cunniff & Goldfarb Inc. (“Ruane”). On January 9, 2020, Ruane filed an amended answer to the amended complaint asserting crossclaims for contribution and/or indemnification against DST. Both DST and Ruane have filed answers denying the crossclaims asserted against them. On April 10, 2020, Plaintiffs filed a motion for leave to file a third amended complaint as well as a motion to certify a class. The DST Defendants did not oppose those motions. The Court ordered supplemental briefing on Plaintiffs’ motion for class certification, which was completed on July 29, 2020. On March 8, 2021, the Court entered an order denying without prejudice Plaintiffs’ motions for leave to file a third amended complaint and for class certification, setting a new briefing schedule, and ordering that the parties address the effect, if any, on Plaintiffs’ motions of the March 4, 2021 decision by the United States Court of Appeals for the Second Circuit Court in Cooper v. Ruane Cunniff & Goldfarb Inc. Plaintiffs renewed their motions for leave to file a third amended complaint and for class certification on April 5, 2021. Those motions were fully briefed on May 10, 2021.  Plaintiffs’ motions for leave to file a third amended complaint and for class certification remain pending.

On July 10, 2020, Plaintiffs and the DST Defendants reached an agreement in principle to settle the putative class claims for $27 million, subject to the occurrence of certain conditions, including: Court certification of a “non-opt-out” class in the case that includes as class members all participants of the Plan, Court approval of the settlement in accordance with applicable law (i.e., including finding there was adequacy of class representation, fairness, adequacy of relief and equal treatment of class members) and the satisfactory resolution of claims made by certain other litigants. On September 18, 2020, the Parties submitted a letter to the Court disclosing that Plaintiffs and Ruane also had reached a settlement in principle, subject to Court approval. Plaintiffs and the DST


Defendants entered into a settlement agreement dated January 8, 2021 memorializing the terms of their proposed settlement, which was filed by Plaintiffs with the Court on the same date. On January 12, 2021, Plaintiffs moved for preliminary approval of the settlement with the DST Defendants, as well as preliminary approval of a separate settlement reached between Plaintiffs and Ruane. The Arbitration Claimants, as defined below, and the U.S. Department of Labor (“DOL”) objected to various aspects of those settlements in filings dated January 15, 2021, January 27, 2021, and February 5, 2021. The objectors argue, among other things, that the proposed settlement should not be approved because they believe the settlement payment is inadequate in view of potential damages and the likelihood of success on the merits, that the certification of a “non-opt-out” class is impermissible, and that the Court cannot bar other litigants, including DOL, from pursuing related claims against DST. On February 11, 2021, Plaintiffs and the DST Defendants filed responses in support of preliminary approval of the settlement. Plaintiffs’ motions for preliminary approval remain pending. Whether the settlement will be approved by the Court on the proposed terms or at all is uncertain, and there can be no assurance as to how the Court will rule. If a settlement by the DST Defendants concludes or becomes probable we would recognize a charge for the expected loss in the amount of the settlement. If a settlement, including as described above, does not receive Court approval, we will continue to vigorously defend these matters.  Due to the inherent uncertainties associated with the resolution of this litigation, including, in view of the objections, whether the proposed settlement receives Court approval on a preliminary or final basis, the ultimate resolution of and any potential exposure related to this matter is uncertain at this time.

On September 28, 2018, a complaint was filed in the United States District Court for the Southern District of New York captioned Robert Canfield, et al. v. SS&C Technologies Holdings, Inc., et al., on behalf of five individual plaintiffs. On November 5, 2018, a similar complaint was filed in the United States District Court for the Southern District of New York captioned Mark Mendon, et al. v. SS&C Technologies Holdings, Inc., et al., on behalf of two individual plaintiffs. These complaints name as defendants SS&C, DST, the Advisory Committee of the Plan, the Compensation Committee of DST’s Board of Directors, and Ruane. The underlying claim in each complaint is the same as in the above-described Ferguson matter, with the exception that these actions purport to be brought as individual actions and not putative class actions. On February 18, 2020, the DST Defendants moved to disqualify plaintiffs’ counsel in these actions and in nearly all of the arbitrations described below. Those motions were fully briefed on March 24, 2020. On July 6, 2020, plaintiffs filed a notice of voluntary dismissal, in which they sought to dismiss claims against Ruane with prejudice. On July 10, 2020, the Court entered an order granting the DST Defendants’ motion to disqualify plaintiffs’ counsel from the U.S. federal court cases (the “Cases”). On July 24, 2020, the parties filed memoranda of law addressing the Court’s authority to disqualify plaintiffs’ counsel from the arbitrations described below, in addition to the Cases. On July 24, 2020, plaintiffs moved for reconsideration of the Court’s July 10, 2020 order disqualifying plaintiffs’ counsel in the Cases. On March 17, 2021, the Court issued an opinion and order denying the DST Defendants’ motion to disqualify plaintiffs’ counsel from the arbitrations described below.  On March 17, 2021, the Court also issued an opinion and order denying plaintiffs’ motion for reconsideration of the July 10, 2020 order disqualifying plaintiffs’ counsel in the Cases.  On April 8, 2021, the Court held a conference and directed the DST Defendants to file any motion to dismiss these actions by April 22, 2021.  On April 12, 2021, plaintiffs filed a new notice of voluntary dismissal dismissing their claims against Ruane with prejudice, which was entered by the Court on April 13, 2021.

DST, the Advisory Committee of the Plan, and the Compensation Committee of DST’s Board of Directors have been named in 576 substantially similar individual demands for arbitration through July 15, 2021, by former and current DST employees demanding arbitration under the DST Employee Arbitration Program and Agreement (the “Arbitration Claimants”). The underlying claim in each is the same as in the above-described Ferguson matter, with the exception that the arbitrations purport to be brought as individual actions and not putative class actions.  As of July 15, 2021, 554 demands for arbitration have been submitted to the American Arbitration Association (the “AAA”). The individual arbitrations are at various stages depending on the particular proceeding. Certain of the arbitrations have resulted in awards against DST and others have resulted in decisions finding no liability as against DST. Many of these decisions are subject to further appeal within the AAA. Certain of the arbitration proceedings have been resolved in whole or in part by settlement.

On October 8, 2019, a substantially similar action to the above-described Ferguson, Canfield, Mendon and arbitration matters captioned Scalia v. Ruane, Cunniff & Goldfarb Inc. was filed by the DOL in the United States District Court for the Southern District of New York naming as defendants DST, the Advisory Committee of the Plan, the Compensation Committee of DST’s Board of Directors and certain of DST’s former officers and directors (“DST DOL Defendants”), and alleging that the DST DOL Defendants breached fiduciary duties in violation of ERISA in connection with the Plan.  The complaint also names as defendants Ruane and its former Chairman and Chief Executive Officer Robert D. Goldfarb.  In the complaint, the DOL seeks disgorgement, damages and any other appropriate injunctive or equitable relief. The DST DOL Defendants moved to dismiss the complaint on December 4, 2020 on the ground that the DOL’s complaint is time-barred. Other defendants also filed motions to dismiss on the same and other grounds. Briefing on the motions to dismiss was completed on February 5, 2021. All defendants’ motions to dismiss remain pending.

On June 25, 2020, a complaint was filed against DST in the Circuit Court of Jackson County, Missouri, captioned Ostrander et al. v. DST Systems, Inc., on behalf of five individual plaintiffs. The underlying claim is the same as in the above-described Canfield and Mendon matters. DST removed the action to the United States District Court for the Western District of Missouri on December 10, 2020. On December 28, 2020, DST moved to dismiss the case or, in the alternative, transfer it to the United States District Court for the Southern District of New York. Plaintiffs opposed that motion on January 21, 2021. DST’s motion was fully briefed on February 4, 2021, and remains pending.


On November 11, 2020, DST, the Compensation Committee of DST’s Board of Directors, and the Advisory Committee of the Plan filed a complaint in the United States District Court for the Southern District of New York against Ruane, certain of its related entities, and certain of its current and former employees. The complaint asserts claims for contribution, indemnification, and breach of contract arising out of Ruane’s management of the Plan’s investments. The complaint also asserts claims for actual and constructive fraudulent conveyances. The defendants have not yet answered or otherwise responded to the complaint.

We continue to vigorously defend these matters.  We have not yet determined the extent to which these matters will impact our financial position or results of operations.  

 

Note 9—Supplemental Guarantor Financial Statements14—Subsequent Event

On July 8, 2015,15, 2021 (the “Effective Date”), we entered into a joint venture with Anthem, Inc. (“Anthem”) and Humana Inc. (“Humana”), named DomaniRx, LLC (the “Joint Venture”), to develop a contemporary, cloud-native platform to support the Company issued $600.0 million aggregate principal amountoperation of 5.875% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes are jointly and severally and fully and unconditionally guaranteed, in each case subject to certain customary release provisions, by substantially all wholly-owned domestic subsidiariesa full service benefits manager. As of the Company that guaranteeEffective Date, we held an 80.2% interest in the Company’s Amended Senior Secured Credit Agreement (collectively “Guarantors”). All ofJoint Venture and Humana and Anthem each hold a minority interest in the Guarantors are 100% owned by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the Senior Notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the Amended Senior Secured Credit Agreement. There are no significant restrictions on the ability of the Company or any of the subsidiaries that are Guarantors to obtain funds from its subsidiaries by dividend or loan.  During the three months ended March 31, 2017, the Company added certain U.S. subsidiaries as Guarantors to the Senior Notes.  The condensed consolidating balance sheet as of December 31, 2016 below reflects the addition of these entities as Guarantor Subsidiaries.

11


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

Condensed consolidating financial information as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016 are presented.  The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):Joint Venture.  

 

 

 

 

September 30, 2017

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Cash and cash equivalents

 

$

 

 

$

19,294

 

 

$

83,985

 

 

$

 

 

$

103,279

 

Accounts receivable, net

 

 

 

 

 

165,723

 

 

 

72,954

 

 

 

 

 

 

238,677

 

Prepaid expenses and other current assets

 

 

 

 

 

18,469

 

 

 

14,219

 

 

 

 

 

 

32,688

 

Prepaid income taxes

 

 

 

 

 

13,803

 

 

 

29

 

 

 

 

 

 

13,832

 

Restricted cash

 

 

 

 

 

592

 

 

 

 

 

 

 

 

 

592

 

Net property, plant and equipment

 

 

 

 

 

62,791

 

 

 

40,789

 

 

 

 

 

 

103,580

 

Investment in subsidiaries

 

 

3,186,168

 

 

 

910,117

 

 

 

 

 

 

(4,096,285

)

 

 

 

Intercompany receivables

 

 

 

 

 

223,838

 

 

 

92,305

 

 

 

(316,143

)

 

 

 

Deferred income taxes, long-term

 

 

 

 

 

 

 

 

2,166

 

 

 

 

 

 

2,166

 

Goodwill, intangible and other assets, net

 

 

 

 

 

3,906,024

 

 

 

1,197,783

 

 

 

 

 

 

5,103,807

 

Total assets

 

$

3,186,168

 

 

$

5,320,651

 

 

$

1,504,230

 

 

$

(4,412,428

)

 

$

5,598,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

 

 

13,797

 

 

 

25,730

 

 

 

 

 

 

39,527

 

Accounts payable

 

 

 

 

 

18,866

 

 

 

8,910

 

 

 

 

 

 

27,776

 

Accrued expenses

 

 

7,344

 

 

 

74,419

 

 

 

44,189

 

 

 

 

 

 

125,952

 

Deferred revenue

 

 

 

 

 

187,157

 

 

 

25,654

 

 

 

 

 

 

212,811

 

Long-term debt, net of current portion

 

 

600,000

 

 

 

1,313,753

 

 

 

263,928

 

 

 

 

 

 

2,177,681

 

Other long-term liabilities

 

 

 

 

 

50,829

 

 

 

34,938

 

 

 

 

 

 

85,767

 

Intercompany payables

 

 

71,185

 

 

 

92,305

 

 

 

152,653

 

 

 

(316,143

)

 

 

 

Deferred income taxes, long-term

 

 

 

 

 

383,357

 

 

 

38,111

 

 

 

 

 

 

421,468

 

Total liabilities

 

 

678,529

 

 

 

2,134,483

 

 

 

594,113

 

 

 

(316,143

)

 

 

3,090,982

 

Total stockholders’ equity

 

 

2,507,639

 

 

 

3,186,168

 

 

 

910,117

 

 

 

(4,096,285

)

 

 

2,507,639

 

Total liabilities and stockholders’ equity

 

$

3,186,168

 

 

$

5,320,651

 

 

$

1,504,230

 

 

$

(4,412,428

)

 

$

5,598,621

 

12


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

 

 

December 31, 2016

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Cash and cash equivalents

 

$

 

 

$

33,723

 

 

$

83,835

 

 

$

 

 

$

117,558

 

Accounts receivable, net

 

 

 

 

 

174,927

 

 

 

66,380

 

 

 

 

 

 

241,307

 

Prepaid expenses and other current assets

 

 

 

 

 

18,129

 

 

 

12,990

 

 

 

 

 

 

31,119

 

Prepaid income taxes

 

 

 

 

 

21,600

 

 

 

1,412

 

 

 

 

 

 

23,012

 

Restricted cash

 

 

 

 

 

1,788

 

 

 

328

 

 

 

 

 

 

2,116

 

Net property, plant and equipment

 

 

 

 

 

42,358

 

 

 

38,037

 

 

 

 

 

 

80,395

 

Investment in subsidiaries

 

 

2,910,669

 

 

 

769,716

 

 

 

 

 

 

(3,680,385

)

 

 

 

Intercompany receivables

 

 

 

 

 

162,791

 

 

 

39,894

 

 

 

(202,685

)

 

 

 

Deferred income taxes, long-term

 

 

 

 

 

 

 

 

2,410

 

 

 

 

 

 

2,410

 

Goodwill, intangible and other assets, net

 

 

 

 

 

4,021,445

 

 

 

1,187,609

 

 

 

 

 

 

5,209,054

 

Total assets

 

$

2,910,669

 

 

$

5,246,477

 

 

$

1,432,895

 

 

$

(3,883,070

)

 

$

5,706,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

 

 

108,989

 

 

 

17,155

 

 

 

 

 

 

126,144

 

Accounts payable

 

 

 

 

 

10,714

 

 

 

5,776

 

 

 

 

 

 

16,490

 

Accrued expenses

 

 

16,155

 

 

 

109,746

 

 

 

53,395

 

 

 

 

 

 

179,296

 

Income taxes payable

 

 

 

 

 

 

 

 

3,473

 

 

 

 

 

 

3,473

 

Deferred revenue

 

 

 

 

 

212,890

 

 

 

22,332

 

 

 

 

 

 

235,222

 

Long-term debt, net of current portion

 

 

600,000

 

 

 

1,416,695

 

 

 

358,291

 

 

 

 

 

 

2,374,986

 

Other long-term liabilities

 

 

 

 

 

29,827

 

 

 

29,400

 

 

 

 

 

 

59,227

 

Intercompany payables

 

 

35,936

 

 

 

39,894

 

 

 

126,855

 

 

 

(202,685

)

 

 

 

Deferred income taxes, long-term

 

 

 

 

 

407,053

 

 

 

46,502

 

 

 

 

 

 

453,555

 

Total liabilities

 

 

652,091

 

 

 

2,335,808

 

 

 

663,179

 

 

 

(202,685

)

 

 

3,448,393

 

Total stockholders’ equity

 

 

2,258,578

 

 

 

2,910,669

 

 

 

769,716

 

 

 

(3,680,385

)

 

 

2,258,578

 

Total liabilities and stockholders’ equity

 

$

2,910,669

 

 

$

5,246,477

 

 

$

1,432,895

 

 

$

(3,883,070

)

 

$

5,706,971

 

 

 

For the Three Months Ended September 30, 2017

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Revenues

 

$

 

 

$

290,020

 

 

$

128,593

 

 

$

(362

)

 

$

418,251

 

Cost of revenues

 

 

 

 

 

145,925

 

 

 

74,239

 

 

 

(362

)

 

 

219,802

 

Gross profit

 

 

 

 

 

144,095

 

 

 

54,354

 

 

 

 

 

 

198,449

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

 

 

20,760

 

 

 

7,421

 

 

 

 

 

 

28,181

 

Research and development

 

 

 

 

 

25,592

 

 

 

11,784

 

 

 

 

 

 

37,376

 

General and administrative

 

 

 

 

 

20,732

 

 

 

8,243

 

 

 

 

 

 

28,975

 

Total operating expenses

 

 

 

 

 

67,084

 

 

 

27,448

 

 

 

 

 

 

94,532

 

Operating income

 

 

 

 

 

77,011

 

 

 

26,906

 

 

 

 

 

 

103,917

 

Interest expense, net

 

 

(8,813

)

 

 

(12,952

)

 

 

(4,485

)

 

 

 

 

 

(26,250

)

Other (expense) income, net

 

 

 

 

 

(24,854

)

 

 

22,319

 

 

 

 

 

 

(2,535

)

Earnings from subsidiaries

 

 

73,040

 

 

 

39,491

 

 

 

 

 

 

(112,531

)

 

 

 

Income before income taxes

 

 

64,227

 

 

 

78,696

 

 

 

44,740

 

 

 

(112,531

)

 

 

75,132

 

Provision for income taxes

 

 

 

 

 

5,656

 

 

 

5,249

 

 

 

 

 

 

10,905

 

Net income

 

$

64,227

 

 

$

73,040

 

 

$

39,491

 

 

$

(112,531

)

 

$

64,227

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange translation adjustment

 

 

19,951

 

 

 

19,951

 

 

 

16,898

 

 

 

(36,849

)

 

 

19,951

 

Comprehensive income

 

$

84,178

 

 

$

92,991

 

 

$

56,389

 

 

$

(149,380

)

 

$

84,178

 

13


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

 

 

For the Three Months Ended September 30, 2016

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Revenues

 

$

 

 

$

262,350

 

 

$

121,385

 

 

$

(431

)

 

$

383,304

 

Cost of revenues

 

 

 

 

 

137,369

 

 

 

71,089

 

 

 

(431

)

 

 

208,027

 

Gross profit

 

 

 

 

 

124,981

 

 

 

50,296

 

 

 

 

 

 

175,277

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

 

 

20,448

 

 

 

6,880

 

 

 

 

 

 

27,328

 

Research and development

 

 

 

 

 

26,575

 

 

 

11,126

 

 

 

 

 

 

37,701

 

General and administrative

 

 

 

 

 

24,824

 

 

 

8,521

 

 

 

 

 

 

33,345

 

Total operating expenses

 

 

 

 

 

71,847

 

 

 

26,527

 

 

 

 

 

 

98,374

 

Operating income

 

 

 

 

 

53,134

 

 

 

23,769

 

 

 

 

 

 

76,903

 

Interest expense, net

 

 

(8,812

)

 

 

(16,651

)

 

 

(6,185

)

 

 

 

 

 

(31,648

)

Other (expense) income, net

 

 

 

 

 

(15,364

)

 

 

18,019

 

 

 

 

 

 

2,655

 

Earnings from subsidiaries

 

 

47,559

 

 

 

30,522

 

 

 

 

 

 

(78,081

)

 

 

 

Income before income taxes

 

 

38,747

 

 

 

51,641

 

 

 

35,603

 

 

 

(78,081

)

 

 

47,910

 

Provision for income taxes

 

 

 

 

 

4,082

 

 

 

5,081

 

 

 

 

 

 

9,163

 

Net income

 

$

38,747

 

 

$

47,559

 

 

$

30,522

 

 

$

(78,081

)

 

$

38,747

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange translation adjustment

 

 

(12,060

)

 

 

(12,060

)

 

 

(10,844

)

 

 

22,904

 

 

 

(12,060

)

Comprehensive income

 

$

26,687

 

 

$

35,499

 

 

$

19,678

 

 

$

(55,177

)

 

$

26,687

 

 

 

For the Nine Months Ended September 30, 2017

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Revenues

 

$

 

 

$

866,090

 

 

$

372,124

 

 

$

(1,284

)

 

$

1,236,930

 

Cost of revenues

 

 

 

 

 

441,464

 

 

 

220,773

 

 

 

(1,284

)

 

 

660,953

 

Gross profit

 

 

 

 

 

424,626

 

 

 

151,351

 

 

 

 

 

 

575,977

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

 

 

66,093

 

 

 

22,451

 

 

 

 

 

 

88,544

 

Research and development

 

 

 

 

 

79,988

 

 

 

34,916

 

 

 

 

 

 

114,904

 

General and administrative

 

 

 

 

 

63,112

 

 

 

25,798

 

 

 

 

 

 

88,910

 

Total operating expenses

 

 

 

 

 

209,193

 

 

 

83,165

 

 

 

 

 

 

292,358

 

Operating income

 

 

 

 

 

215,433

 

 

 

68,186

 

 

 

 

 

 

283,619

 

Interest expense, net

 

 

(26,438

)

 

 

(40,974

)

 

 

(14,153

)

 

 

 

 

 

(81,565

)

Other (expense) income, net

 

 

 

 

 

(58,033

)

 

 

54,230

 

 

 

 

 

 

(3,803

)

Loss on extinguishment of debt

 

 

 

 

 

(1,743

)

 

 

(583

)

 

 

 

 

 

(2,326

)

Earnings from subsidiaries

 

 

189,963

 

 

 

94,182

 

 

 

 

 

 

(284,145

)

 

 

 

Income before income taxes

 

 

163,525

 

 

 

208,865

 

 

 

107,680

 

 

 

(284,145

)

 

 

195,925

 

Provision for income taxes

 

 

 

 

 

18,902

 

 

 

13,498

 

 

 

 

 

 

32,400

 

Net income

 

$

163,525

 

 

$

189,963

 

 

$

94,182

 

 

$

(284,145

)

 

$

163,525

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange translation adjustment

 

 

51,696

 

 

 

51,696

 

 

 

45,905

 

 

 

(97,601

)

 

 

51,696

 

Comprehensive income

 

$

215,221

 

 

$

241,659

 

 

$

140,087

 

 

$

(381,746

)

 

$

215,221

 

14


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

 

 

For the Nine Months Ended September 30, 2016

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Revenues

 

$

 

 

$

738,655

 

 

$

343,153

 

 

$

(1,296

)

 

$

1,080,512

 

Cost of revenues

 

 

 

 

 

389,133

 

 

 

207,353

 

 

 

(1,296

)

 

 

595,190

 

Gross profit

 

 

 

 

 

349,522

 

 

 

135,800

 

 

 

 

 

 

485,322

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

 

 

64,313

 

 

 

21,411

 

 

 

 

 

 

85,724

 

Research and development

 

 

 

 

 

80,794

 

 

 

34,181

 

 

 

 

 

 

114,975

 

General and administrative

 

 

 

 

 

65,906

 

 

 

25,333

 

 

 

 

 

 

91,239

 

Total operating expenses

 

 

 

 

 

211,013

 

 

 

80,925

 

 

 

 

 

 

291,938

 

Operating income

 

 

 

 

 

138,509

 

 

 

54,875

 

 

 

 

 

 

193,384

 

Interest expense, net

 

 

(26,274

)

 

 

(52,116

)

 

 

(19,193

)

 

 

 

 

 

(97,583

)

Other (expense) income, net

 

 

 

 

 

(47,381

)

 

 

48,201

 

 

 

 

 

 

820

 

Earnings from subsidiaries

 

 

100,247

 

 

 

71,885

 

 

 

 

 

 

(172,132

)

 

 

 

Income before income taxes

 

 

73,973

 

 

 

110,897

 

 

 

83,883

 

 

 

(172,132

)

 

 

96,621

 

Provision for income taxes

 

 

 

 

 

10,650

 

 

 

11,998

 

 

 

 

 

 

22,648

 

Net income

 

$

73,973

 

 

$

100,247

 

 

$

71,885

 

 

$

(172,132

)

 

$

73,973

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange translation adjustment

 

 

(29,532

)

 

 

(29,532

)

 

 

(33,293

)

 

 

62,825

 

 

 

(29,532

)

Comprehensive income

 

$

44,441

 

 

$

70,715

 

 

$

38,592

 

 

$

(109,307

)

 

$

44,441

 

15


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

 

 

For the Nine Months Ended September 30, 2017

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Cash Flow from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

163,525

 

 

$

189,963

 

 

$

94,182

 

 

$

(284,145

)

 

$

163,525

 

Non-cash adjustments

 

 

 

 

 

147,277

 

 

 

48,950

 

 

 

 

 

 

196,227

 

Intercompany transactions

 

 

35,251

 

 

 

5,875

 

 

 

(41,126

)

 

 

 

 

 

 

Earnings from subsidiaries

 

 

(189,963

)

 

 

(94,182

)

 

 

 

 

 

284,145

 

 

 

 

Changes in operating assets and liabilities

 

 

(8,813

)

 

 

(35,024

)

 

 

(8,825

)

 

 

 

 

 

(52,662

)

Net cash provided by operating activities

 

 

 

 

 

213,909

 

 

 

93,181

 

 

 

 

 

 

307,090

 

Cash Flow from Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property and equipment

 

 

 

 

 

(22,850

)

 

 

(6,929

)

 

 

 

 

 

(29,779

)

Proceeds from sale of property and equipment

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Cash paid for business acquisitions, net of cash acquired

 

 

 

 

 

1,802

 

 

 

3

 

 

 

 

 

 

1,805

 

Additions to capitalized software

 

 

 

 

 

(5,645

)

 

 

(2,523

)

 

 

 

 

 

(8,168

)

Net cash used in investing activities

 

 

 

 

 

(26,692

)

 

 

(9,449

)

 

 

 

 

 

(36,141

)

Cash Flow from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received from debt borrowings

 

 

 

 

 

45,000

 

 

 

 

 

 

 

 

 

45,000

 

Repayments of debt

 

 

 

 

 

(249,800

)

 

 

(88,000

)

 

 

 

 

 

(337,800

)

Transactions involving Holding's common stock

 

 

 

 

 

2,273

 

 

 

(2

)

 

 

 

 

 

2,271

 

Intercompany transactions

 

 

 

 

 

(315

)

 

 

315

 

 

 

 

 

 

 

Net cash used in financing activities

 

 

 

 

 

(202,842

)

 

 

(87,687

)

 

 

 

 

 

(290,529

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

 

 

 

 

 

 

3,777

 

 

 

 

 

 

3,777

 

Net decrease in cash, cash equivalents and restricted cash

 

 

 

 

 

(15,625

)

 

 

(178

)

 

 

 

 

 

(15,803

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

 

 

 

35,511

 

 

 

84,163

 

 

 

 

 

 

119,674

 

Cash, cash equivalents and restricted cash, end of period

 

$

 

 

$

19,886

 

 

$

83,985

 

 

$

 

 

$

103,871

 

16


SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

 

 

For the Nine Months Ended September 30, 2016

 

 

 

Parent

 

 

Guarantor Subsidiaries

 

 

Non-guarantor Subsidiaries

 

 

Consolidating and Eliminating Adjustments

 

 

Consolidated

 

Cash Flow from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

73,973

 

 

$

100,247

 

 

$

71,885

 

 

$

(172,132

)

 

$

73,973

 

Non-cash adjustments

 

 

 

 

 

89,915

 

 

 

47,547

 

 

 

 

 

 

137,462

 

Intercompany transactions

 

 

35,935

 

 

 

(21,251

)

 

 

(14,684

)

 

 

 

 

 

 

Earnings from subsidiaries

 

 

(100,247

)

 

 

(71,885

)

 

 

 

 

 

172,132

 

 

 

 

Changes in operating assets and liabilities

 

 

(9,661

)

 

 

40,315

 

 

 

(5,073

)

 

 

 

 

 

25,581

 

Net cash provided by operating activities

 

 

 

 

 

137,341

 

 

 

99,675

 

 

 

 

 

 

237,016

 

Cash Flow from Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property and equipment

 

 

 

 

 

(7,672

)

 

 

(11,198

)

 

 

 

 

 

(18,870

)

Proceeds from sale of property and equipment

 

 

 

 

 

67

 

 

 

2

 

 

 

 

 

 

69

 

Cash paid for business acquisitions, net of cash acquired

 

 

 

 

 

(214,689

)

 

 

(94,743

)

 

 

 

 

 

(309,432

)

Additions to capitalized software

 

 

 

 

 

(3,860

)

 

 

(2,277

)

 

 

 

 

 

(6,137

)

Purchase of long-term investment

 

 

 

 

 

(1,000

)

 

 

 

 

 

 

 

 

(1,000

)

Net cash used in investing activities

 

 

 

 

 

(227,154

)

 

 

(108,216

)

 

 

 

 

 

(335,370

)

Cash Flow from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of debt

 

 

 

 

 

(195,500

)

 

 

(73,050

)

 

 

 

 

 

(268,550

)

Transactions involving Holding's common stock

 

 

 

 

 

35,226

 

 

 

 

 

 

 

 

 

35,226

 

Intercompany transactions

 

 

 

 

 

(87,272

)

 

 

87,272

 

 

 

 

 

 

 

Payment of fees related to refinancing activities

 

 

 

 

 

(503

)

 

 

 

 

 

 

 

 

(503

)

Net cash (used in) provided by financing activities

 

 

 

 

 

(248,049

)

 

 

14,222

 

 

 

 

 

 

(233,827

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

 

 

 

 

 

 

(880

)

 

 

 

 

 

(880

)

Net (decrease) increaase in cash, cash equivalents and restricted cash

 

 

 

 

 

(337,862

)

 

 

4,801

 

 

 

 

 

 

(333,061

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

 

 

 

363,073

 

 

 

73,904

 

 

 

 

 

 

436,977

 

Cash, cash equivalents and restricted cash, end of period

 

$

 

 

$

25,211

 

 

$

78,705

 

 

$

 

 

$

103,916

 

Note 10—Subsequent Events

On October 13, 2017, the Company purchased all of the outstanding stock of CommonWealth Fund Services Ltd. (“CommonWealth”), a Canadian fund administrator, for approximately $16.4 million, subject to certain adjustments. CommonWealth provides a full range of administration services to hedge funds, private equity funds, real estate funds, fund of funds, family offices, and other institutions.


Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to provide readers of our Condensed Consolidated Financial Statements with the perspectives of management. It presents, in narrative form, information regarding our financial condition, results of operations, liquidity and certain other factors that may affect our future results. It should be read in conjunction with our 20162020 Form 10-K and the Condensed Consolidated Financial Statements included in this Form 10-Q. We use the term organic to refer to the businesses and operations that are included in the comparable prior year period on a constant currency basis. Organic excludes the impact of any business which we acquired for the time period which would impact the comparable prior year period.

The impacts of COVID-19 and related economic conditions on our results are uncertain and, in many respects, outside our control. While we have experienced some client delays in committing to services and products, to date we have experienced no direct material negative effects on our business and results of operations as a result of the COVID-19 pandemic.  The situation remains dynamic and subject to rapid and possibly material change, which ultimately could result in material negative effects on our business and results of operations. We will continue to evaluate the nature and extent of the potential impacts to our business, consolidated results of operations, liquidity and capital resources.

Critical Accounting Policies

Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our Condensed Consolidated Financial Statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, management’s observation of trends in the industry, information provided by our clients and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our Condensed Consolidated Financial Statements. There have been no material changes to our critical accounting estimates and assumptions or the judgments affecting the application of those estimates and assumptions since the filing of our 20162020 Form 10-K. Our critical accounting policies are described in the 20162020 Form 10-K and include:

Revenue Recognition

Investments

Long-Lived Assets, Intangible Assets and Goodwill

Long-Lived Assets, Intangible Assets and Goodwill

Acquisition Accounting

Software Capitalization

Stock-based Compensation

Acquisition Accounting

Revenue Recognition

Income Taxes

Depreciation of Fixed Assets

Stock-based Compensation

Income Taxes


Results of Operations

Revenues

We derive our revenuerevenues from two sources: recurringsoftware-enabled services revenues and to a lesser degree, non-recurring revenues. Recurring revenues consist of software-enabled services andlicense, maintenance and term licenses.related revenues. As a general matter, fluctuations in our software-enabled services revenues are attributable to the number of new software-enabled services clients as well as total assets under management in our clients’ portfolios and the number of outsourced transactions provided to our existing clients. Software-enabled services revenues also fluctuate as a result of reimbursements received for “out-of-pocket” expenses, such as postage and telecommunications charges, which are recorded as revenues on an accrual basis. Because these additional revenues are offset by the reimbursable expenses incurred, there is no impact on gross profit, operating income and net income, however the reimbursements billed and expenses incurred can lead to fluctuations in revenues, cost of revenues and gross margin percentage each period. License, maintenance and related revenues consist primarily of term and perpetual license fees, maintenance fees and professional services. Maintenance revenues vary based on customer retention the number of perpetual licenses and on the annual increases in fees, which are generally tied to the consumer price index, while term license revenues vary based on the rate by which we add or lose clients over time. Non-recurring revenues consist ofindex. License and professional services and perpetual license fees andrevenues tend to fluctuate based on the number of new licensing clients, the timing and terms of contract renewals and demand for consulting services.

RevenuesOur results of operations below include the results of our recent acquisitions from the date which they were acquired, including Captricity in March 2020, Innovest in May 2020, Millennium in December 2020 and Capita in March 2021.

The following table sets forth the percentage of our total revenues represented by each of the following sources of revenues for the periods indicated:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

 

67

%

 

 

65

%

 

 

67

%

 

 

65

%

Maintenance and term licenses

 

 

27

 

 

 

28

 

 

 

27

 

 

 

28

 

Total recurring revenues

 

 

94

 

 

 

93

 

 

 

94

 

 

 

93

 

Perpetual licenses

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Professional services

 

 

5

 

 

 

6

 

 

 

5

 

 

 

6

 

Total non-recurring revenues

 

 

6

 

 

 

7

 

 

 

6

 

 

 

7

 

Total revenues

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%


 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Software-enabled services

 

 

84.0

%

 

 

83.0

%

 

 

84.3

%

 

 

83.7

%

License, maintenance and related

 

 

16.0

%

 

 

17.0

%

 

 

15.7

%

 

 

16.3

%

Total revenues

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

The following table sets forth revenues (dollars in thousands)millions) and percent change in revenues for the periods indicated:

 

 

 

Three Months Ended September 30,

 

 

Percent

Change from

Prior

Period

 

 

Nine Months Ended September 30,

 

 

Percent

Change from

Prior

Period

 

 

 

2017

 

 

2016

 

 

 

 

 

 

2017

 

 

2016

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

$

282,133

 

 

$

248,772

 

 

 

13

%

 

$

831,103

 

 

$

699,091

 

 

 

19

%

Maintenance and term licenses

 

 

112,819

 

 

 

106,925

 

 

 

6

 

 

 

336,990

 

 

 

305,437

 

 

 

10

 

Total recurring revenues

 

 

394,952

 

 

 

355,697

 

 

 

11

 

 

 

1,168,093

 

 

 

1,004,528

 

 

 

16

 

Perpetual licenses

 

 

3,576

 

 

 

4,389

 

 

 

(19

)

 

 

10,226

 

 

 

14,643

 

 

 

(30

)

Professional services

 

 

19,723

 

 

 

23,218

 

 

 

(15

)

 

 

58,611

 

 

 

61,341

 

 

 

(4

)

Total non-recurring revenues

 

 

23,299

 

 

 

27,607

 

 

 

(16

)

 

 

68,837

 

 

 

75,984

 

 

 

(9

)

Total revenues

 

$

418,251

 

 

$

383,304

 

 

 

9

 

 

$

1,236,930

 

 

$

1,080,512

 

 

 

14

 

 

 

Three Months Ended June 30,

 

 

Percent

Change from

Prior

Period

 

 

Six Months Ended June 30,

 

 

Percent

Change from

Prior

Period

 

 

 

2021

 

 

2020

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

Software-enabled services

 

$

1,057.1

 

 

$

945.0

 

 

 

11.9

%

 

$

2,100.5

 

 

$

1,934.5

 

 

 

8.6

%

License, maintenance and related

 

 

201.9

 

 

 

193.1

 

 

 

4.6

%

 

 

391.9

 

 

 

377.2

 

 

 

3.9

%

Total revenues

 

$

1,259.0

 

 

$

1,138.1

 

 

 

10.6

%

 

$

2,492.4

 

 

$

2,311.7

 

 

 

7.8

%

 

Three Months Ended SeptemberJune 30, 20172021 and 20162020. Our revenues increased $120.9 million, or 10.6%, primarily due to revenues related to our acquisitions, which included Wells Fargo’s Global Fund Services business (“GFS”) and Conifer Financial Services (“Conifer”) in the fourth quarteran increase of 2016, which contributed $20.9$76.8 million in revenues, net of a reduction of $0.5 million in revenues related to the loss of sales to these businesses.  Additionally, organic revenues increased $12.7 million, of which approximately $7.2 million was the result of the impact of the fair value adjustment for acquired deferred revenue on the periods.  The change in organic revenues also reflects a reduction of $5.9 million related todriven by strength in the SS&C GlobeOp fund administration, service clients that were acquired through the Citigroup AlternativeBlack Diamond, Retirement Solutions, Global Investor Services business (“Citigroup AIS”) acquisition who had indicated they were terminating their contracts prior to the acquisition closing.  The final purchase price of the Citigroup AIS business acquisition included an adjustment for these terminated clients.  The remaining increase in organic revenues was primarily due to a continued increase in demand for our fund administration services.and Distribution Solutions, ALPS Advisors, Healthcare and virtual data room services products.  Our revenues also increased $1.4due to acquisitions, which contributed $17.8 million due toin revenues as well as the favorable impact from foreign currency translation which resulted primarily from the weakness of the U.S. dollar relative to the Euro and Canadian dollar. Recurring$26.3 million.  Software-enabled services revenues increased $112.1 million, or 11.9%, primarily due to the acquisitions, which added revenues of $20.4 million, as well as from an increase in organic revenues of $17.7$72.7 million, and acquisitions, which added $17.8 million in revenues, as well as the favorable impact from foreign currency translation of $21.6 million. License, maintenance and related revenues increased $8.8 million, or 4.6%, due to an increase in organic revenues of $4.1 million and the favorable impact from foreign currency translation of $4.7 million.

Six Months Ended June 30, 2021 and 2020 Our revenues increased $180.7 million, or 7.8%, primarily due to an increase of $101.9 million in organic revenues driven by strength in the SS&C GlobeOp fund administration, Black Diamond, Retirement Solutions, Global Investor and Distribution Solutions, ALPS Advisors, Healthcare and virtual data room services products.  Our revenues also increased due to acquisitions, which $4.6added $36.4 million wasin revenues, as well as the resultfavorable impact from foreign currency translation of the impact of the fair value adjustment of acquired deferred$42.4 million. Software-enabled services revenue on the periods. The organic recurring revenue increase wasincreased $166.0 million, or 8.6%, primarily due to an increase in software-enabled servicesorganic revenues within our fund administration businessof $94.9 million, and acquisitions, which added $36.4 million, as well as an increase in license revenues from term licenses. Non-recurring revenues decreased primarily due to a decrease in organic revenues of $5.0 million, which is net of an increase of approximately $2.7 million resulting from the impact of the fair value adjustment of acquired deferred revenue, partially offset by our acquisitions, which contributed $0.5 million.  The organic non-recurring revenue decrease was due to decreases of $4.2 million and $0.8 million in professional services and perpetual licenses revenues, respectively.

Nine Months Ended September 30, 2017 and 2016. Our revenues increased primarily due to revenues related to our acquisitions, which included GFS and Conifer in the fourth quarter of 2016 and Citigroup AIS in the first quarter of 2016, which contributed $99.1 million in revenues, net of a reduction of $2.2 million in revenues related to the loss of sales to these businesses.  Additionally, organic revenues increased $58.8 million, of which approximately $32.6 million was the result of the impact of the fair value adjustment for acquired deferred revenue on the periods.  The change in organic revenues also reflects a reduction of $13.3 million related to fund administration service clients that were acquired through the Citigroup AIS acquisition who had indicated they were terminating their contracts prior to the acquisition closing.  The final purchase price of the Citigroup AIS business acquisition included an adjustment for these terminated clients.  The remaining increase in organic revenues was primarily due to a continued increase in demand for our fund administration services.  These increases were partially offset by the unfavorablefavorable impact from foreign currency translation of $1.5 million, which resulted primarily from the strength of the U.S. dollar relative to the British pound. Recurring$34.7 million. License, maintenance and related revenues increased primarily$14.7 million, or 3.9%, due to the acquisitions, which added revenues of $97.8 million, as well as from an increase in organic revenues of $67.1 million, of which $26.0 million was the result of the impact of the fair value adjustment of acquired deferred revenue on the periods. The organic recurring revenue increase was primarily due to an increase in software-enabled services revenues within our fund administration business as well as an increase in license revenues from term licenses revenues.  Non-recurring revenues decreased primarily due to a decrease in organic revenues of $8.3 million, which is net of an increase of approximately $6.6 million resulting from the impact of the fair value adjustment of acquired deferred revenue, partially offset by our acquisitions, which contributed $1.3 million.  The organic non-recurring revenue decrease was due to decreases of $4.3$7.0 million and $4.0 million in perpetual licenses and professional services revenues, respectively.the favorable impact from foreign currency translation of $7.7 million.

 


Cost of Revenues

Cost of recurringsoftware-enabled services revenues consists primarily of costs related to personnel utilized in servicingproviding our software-enabled services and maintenance contracts and amortization of intangible assets. Cost of non-recurringlicense, maintenance and other related revenues consists primarily of the costcosts related to personnel utilized in servicing our maintenance contracts and to provide implementation, conversion and training services to our software licensees, as well as system integration and custom programming consulting services and amortization of intangible assets.

The following tables set forth each of the following cost of revenues as a percentage of their respective revenue source for the periods indicated:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software-enabled services

 

 

55

%

 

 

58

%

 

 

56

%

 

 

58

%

Cost of maintenance and term licenses

 

 

41

 

 

 

43

 

 

 

42

 

 

 

45

 

Total cost of recurring revenues

 

 

51

 

 

 

53

 

 

 

52

 

 

 

54

 

Cost of perpetual licenses

 

 

18

 

 

 

14

 

 

 

18

 

 

 

12

 

Cost of professional services

 

 

86

 

 

 

81

 

 

 

85

 

 

 

84

 

Total cost of non-recurring revenues

 

 

76

 

 

 

71

 

 

 

75

 

 

 

70

 

Total cost of revenues

 

 

53

 

 

 

54

 

 

 

53

 

 

 

55

 

Gross margin percentage

 

 

47

 

 

 

46

 

 

 

47

 

 

 

45

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cost of software-enabled services

 

 

55.1

%

 

 

58.2

%

 

 

56.1

%

 

 

58.6

%

Cost of license, maintenance and related

 

 

40.2

%

 

 

39.8

%

 

 

40.8

%

 

 

42.2

%

Total cost of revenues

 

 

52.7

%

 

 

55.1

%

 

 

53.7

%

 

 

55.9

%

Gross margin percentage

 

 

47.3

%

 

 

44.9

%

 

 

46.3

%

 

 

44.1

%

 

The following table sets forth cost of revenues (dollars in thousands)millions) and percent change in cost of revenues for the periods indicated:

 

 

Three Months Ended September 30,

 

 

Percent

Change from

Prior

Period

 

 

Nine Months Ended September 30,

 

 

Percent

Change from

Prior

Period

 

 

 

2017

 

 

2016

 

 

 

 

 

 

2017

 

 

2016

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software-enabled services

 

$

155,497

 

 

$

143,074

 

 

 

9

%

 

$

468,391

 

 

$

403,045

 

 

 

16

%

Cost of maintenance and term licenses

 

 

46,662

 

 

 

45,458

 

 

 

3

 

 

 

140,927

 

 

 

138,864

 

 

 

1

 

Total cost of recurring revenues

 

 

202,159

 

 

 

188,532

 

 

 

7

 

 

 

609,318

 

 

 

541,909

 

 

 

12

 

Cost of perpetual licenses

 

 

642

 

 

 

608

 

 

 

6

 

 

 

1,857

 

 

 

1,749

 

 

 

6

 

Cost of professional services

 

 

17,001

 

 

 

18,887

 

 

 

(10

)

 

 

49,778

 

 

 

51,532

 

 

 

(3

)

Total cost of non-recurring revenues

 

 

17,643

 

 

 

19,495

 

 

 

(9

)

 

 

51,635

 

 

 

53,281

 

 

 

(3

)

Total cost of revenues

 

$

219,802

 

 

$

208,027

 

 

 

6

 

 

$

660,953

 

 

$

595,190

 

 

 

11

 

 

 

Three Months Ended June 30,

 

 

Percent

Change from

Prior

Period

 

 

Six Months Ended June 30,

 

 

Percent

Change from

Prior

Period

 

 

 

2021

 

 

2020

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

Cost of software-enabled services

 

$

582.8

 

 

$

549.9

 

 

 

6.0

%

 

$

1,178.3

 

 

$

1,133.4

 

 

 

4.0

%

Cost of license, maintenance and related

 

 

81.2

 

 

 

76.9

 

 

 

5.6

%

 

 

160.0

 

 

 

159.0

 

 

 

0.6

%

Total cost of revenues

 

$

664.0

 

 

$

626.8

 

 

 

5.9

%

 

$

1,338.3

 

 

$

1,292.4

 

 

 

3.6

%

 

Three Months Ended SeptemberJune 30, 20172021 and 20162020. Our total cost of revenues increased by $37.2 million, or 5.9%, primarily due to our acquisitions, which included GFS and Conifer, which added costs of $14.3 million for the three months ended September 30, 2017. This increase was also affected by the unfavorable impact from foreign currency translation of $1.1$16.4 million, as well as acquisitions, which resultedadded $12.6 million in costs.  Total costs of revenue, excluding the impact of acquisitions and foreign currency translation, increased by $8.2 million to support organic revenue growth. Cost of software-enabled services revenues increased $32.9 million, or 6.0%, primarily due the unfavorable impact from the weaknessforeign currency translation of the U.S. dollar relative to the Canadian dollar.  These increases were partially offset by a decrease of $3.6$14.1 million, as well as acquisitions, which added $12.6 million in costs, and an increase in organic costs of organic revenues, primarily$6.2 million.Cost of license, maintenance and related to cost synergies from acquisitions.  Recurring cost of revenues increased $4.3 million, or 5.6%, primarily due to the acquisitions, which addedunfavorable impact from foreign currency translation of $2.3 million and an increase in organic costs of $14.1$2.0 million. Non-recurring cost of revenues decreased primarily due to lower personnel and personnel related costs.

NineSix Months Ended SeptemberJune 30, 20172021 and 2016.2020. Our total cost of revenues increased by $45.9 million, or 3.6%, primarily due to our acquisitions, which included GFS, Conifer and Citigroup AIS, which added costs of $74.6 million for the nine months ended September 30, 2017.  This increase was partially offset by a decrease of $6.0 million in costs of organic revenues, primarily related to cost synergies from acquisitions as well as by the favorableunfavorable impact from foreign currency translation of $2.8$26.8 million, as well as acquisitions, which resultedadded $26.0 million in costs.  Total costs of revenue, excluding the impact of acquisitions and foreign currency translation, decreased by $6.9 million, primarily due to a decrease in costs such as travel, entertainment, out-of-pocket expenses and depreciation and amortization.  These decreases were partially offset by an increase in costs to support organic revenue growth and an increase in severance expense related to personnel reductions in connection with continued integration efforts within our recently acquired businesses.  Cost of software-enabled services revenues increased $44.9 million, or 4.0%, primarily due to acquisitions, which added $25.8 million in costs, as well as the unfavorable impact from foreign currency translation of $22.8 million, partially offset by the strength of the U.S. dollar relative to the British pound.  Recurringdecrease in organic cost of revenues of $3.7 million. Cost of license, maintenance and related revenues increased $1.0 million, or 0.6% primarily due to the unfavorable impact from foreign currency translation of $4.0 million, as well as acquisitions, which added costs of $74.2 million. Non-recurring$0.2 million, partially offset by the decrease in organic cost of license, maintenance and related revenues decreased primarily due to lower personnel and personnel related costs.of $3.2 million.

Operating Expenses

Selling and marketing expenses consist primarily of the personnel costs associated with the selling and marketing of our products, including salaries, commissions and travel and entertainment. Such expenses also include amortization of intangible assets,


the cost of branch sales offices, trade shows and marketing and promotional materials. Research and development expenses consist primarily of personnel costs attributable to the enhancement of existing products and the development of new software products. General and administrative expenses consist primarily of personnel costs related to management, accounting and finance, information management, human resources and administration and associated overhead costs, as well as fees for professional services.


The following table sets forth the percentage of our total revenues represented by each of the following operating expenses for the periods indicated:

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

7

%

 

 

7

%

 

 

7

%

 

 

8

%

 

 

7.8

%

 

 

7.4

%

 

 

7.5

%

 

 

7.6

%

Research and development

 

 

9

 

 

 

10

 

 

 

10

 

 

 

11

 

 

 

8.0

%

 

 

8.5

%

 

 

8.4

%

 

 

8.7

%

General and administrative

 

 

7

 

 

 

9

 

 

 

7

 

 

 

8

 

 

 

6.6

%

 

 

7.8

%

 

 

7.1

%

 

 

7.9

%

Total operating expenses

 

 

23

%

 

 

26

%

 

 

24

%

 

 

27

%

 

 

22.4

%

 

 

23.7

%

 

 

23.0

%

 

 

24.2

%

The following table sets forth operating expenses (dollars in thousands)millions) and percent change in operating expenses for the periods indicated:

 

Three Months Ended September 30,

 

 

Percent

Change from

Prior

Period

 

 

Nine Months Ended September 30,

 

 

Percent

Change from

Prior

Period

 

 

Three Months Ended June 30,

 

 

Percent

Change from

Prior

Period

 

 

Six Months Ended June 30,

 

 

Percent

Change from

Prior

Period

 

 

2017

 

 

2016

 

 

 

 

 

 

2017

 

 

2016

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

$

28,181

 

 

$

27,328

 

 

 

3

%

 

$

88,544

 

 

$

85,724

 

 

 

3

%

 

$

97.7

 

 

$

84.3

 

 

 

15.9

%

 

$

189.7

 

 

$

175.7

 

 

 

8.0

%

Research and development

 

 

37,376

 

 

 

37,701

 

 

 

(1

)

 

 

114,904

 

 

 

114,975

 

 

 

(0

)

 

 

100.8

 

 

 

96.8

 

 

 

4.1

%

 

 

208.7

 

 

 

201.7

 

 

 

3.5

%

General and administrative

 

 

28,975

 

 

 

33,345

 

 

 

(13

)

 

 

88,910

 

 

 

91,239

 

 

 

(3

)

 

 

83.6

 

 

 

88.9

 

 

 

(6.0

)%

 

 

173.7

 

 

 

181.8

 

 

 

(4.5

)%

Total operating expenses

 

$

94,532

 

 

$

98,374

 

 

 

(4

)

 

$

292,358

 

 

$

291,938

 

 

 

0

 

 

$

282.1

 

 

$

270.0

 

 

 

4.5

%

 

$

572.1

 

 

$

559.2

 

 

 

2.3

%

 

Three and Nine Months Ended SeptemberJune 30, 20172021 and 20162020. The decrease in total operatingOperating expenses for the three months ended September 30, 2017 wasincreased $12.1 million, or 4.5%, primarily due to a decrease in organic operating expenses of $7.7 million, partially offset by our acquisitions, which included GFS and Conifer, which added expenses of $3.4 million as well as the unfavorable impact from foreign currency translation of $0.4$8.2 million, which resulted primarily from the weakness of the U.S. dollar relative to the Canadian dollar.  Organic operating expenses decreased due to lower personnel-related costs, stock-based compensation, bad debt expense and independent contractor costs partially offset by higher professional fees.  Total operating expenses increased slightly for the nine months ended September 30, 2017 as compared to the same period in 2016 due to ourwell as acquisitions, which included Citi, GFSadded $2.8 million in expenses, and Conifer, which added expenses of $15.0 million, partially offset by decreasesan increase in organic operating expenses of $12.7$1.1 million.

Six Months Ended June 30, 2021 and 2020. Operating expenses increased $12.9 million, as well asor 2.3%, primarily due the favorableunfavorable impact from foreign currency translation of $1.9$14.1 million, as well as acquisitions, which resulted from the strength of the U.S. dollar relative to the British pound.  Organicadded $8.1 million in expenses.  Total operating expenses, excluding the impact of acquisitions and foreign currency translation, decreased by $9.3 million primarily due to lower stock-based compensation, personnel-related costsdecreases in expenses such as travel and independent contractor costsentertainment and amortization of intangible assets, partially offset by higher professional fees.  an increase in severance expense related to personnel reductions in connection with continued integration efforts within our recently acquired businesses.

 

Comparison of the Three and NineSix Months Ended SeptemberJune 30, 20172021 and 20162020 for Interest, Taxes and Other

Interest expense, net. We had net interest expense of $26.3$51.0 million and $81.6$102.4 million for the three and ninesix months ended SeptemberJune 30, 2017,2021, respectively compared to $31.6$60.5 million and $97.6$137.9 million for the three and ninesix months ended SeptemberJune 30, 2016,2020, respectively.   The decrease in interest expense, net for 20172021 as compared to 2016 for both periods presented was2020 relates primarily due to alower average interest rates and lower average debt balance and a lower average interest rate, as a result of the March 2017 Amendment to our Credit Agreement.balances.  These facilities are discussed further in “Liquidity and Capital Resources”.

Other (expense) income, net. We had other expense,income, net of $2.5$6.5 million and $3.8$24.5 million for the three and ninesix months ended SeptemberJune 30, 2017,2021, respectively.  During the three and six months ended June 30, 2021, other income, net included investment gains of $3.6 million and $17.3 million, respectively, compared toand dividend income of $0.4 million and $8.9 million, respectively.  The remaining portion of other income, net consisted primarily of foreign currency translation gains and losses.  We had other income, net of $2.7$19.0 million and $0.8$3.7 million for the three and ninesix months ended SeptemberJune 30, 2016,2020, respectively.  Other (expense)During the three and six months ended June 30, 2020, other income, net consistsincluded investment gains of $16.8 million and $5.5 million, respectively.  The remaining portion of other income, net consisted primarily of foreign currency transaction gains and losses for all periods presented exceptlosses.

Equity in earnings of unconsolidated affiliates, net. We had equity in earnings of unconsolidated affiliates, net of $(0.4) million and $(0.1) million for the ninethree and six months ended SeptemberJune 30, 2016, which consisted primarily of a2021, respectively, compared to $(1.0) million and $(0.3) million for the three and six months ended June 30, 2020, respectively.  

(Loss) gain from a legal settlement.

Loss on extinguishment of debt. In the three and six months ended June 30, 2021, we made additional principal payments on our term loans prior to their scheduled maturity, which resulted in a loss on extinguishment of debt of $1.5 million and $1.8 million, respectively, due to the write-off of a portion of the unamortized capitalized financing fees and the unamortized original issue discount. We recorded a $2.3$2.6 million loss on extinguishment of debt in the threesix months ended March 31, 2017 in connection withJune 30, 2020 primarily related to the amendment ofto our senior secured credit facility.agreement.  The loss on early extinguishment of debt includes the write-off of a portion of the unamortized capitalized financing fees related to the senior secured credit facilityagreement for amounts accounted


for as a debt extinguishment, as well as the new financing fees related to the senior secured credit facility for amounts accounted for as a debt modification.  


Provision for income taxes. The following table sets forth the provision for income taxes (dollars in thousands)millions) and effective tax rates for the periods indicated:

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Provision for income taxes

 

$

10,905

 

 

$

9,163

 

 

$

32,400

 

 

$

22,648

 

 

$

76.7

 

 

$

29.5

 

 

$

137.5

 

 

$

54.3

 

Effective tax rate

 

 

15

%

 

 

19

%

 

 

17

%

 

 

23

%

 

 

28.8

%

 

 

14.8

%

 

 

27.4

%

 

 

16.8

%

 

Our September 30, 2017 and 2016 effective tax rates for the three and six months ended June 30, 2021 and 2020 differ from the statutory rate of 21.0% primarily due to the effectcomposition of ourincome before income taxes from foreign operations.and domestic tax jurisdictions, foreign income that is being taxed in the U.S. offset by foreign tax credits that are being limited and the recognition of windfall tax benefits from stock awards.  The decreasechange in the effective tax rate for the three months ended SeptemberJune 30, 2017 2021 compared to the prior year was primarily due to recognition of tax expense related to a law change in the United Kingdom and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions.  The change in the effective tax rate for the six months ended June 30, 2021 compared to the prior year was primarily due to recognition of tax expense related to a law change in the United Kingdom, decreased recognition of windfall tax benefits from stock awards and a proportionate change in the current quarter as a componentcomposition of the income before income taxes from foreign and domestic tax provision as well as the recognition of previously unrecognized tax benefits due to a lapse in the statute of limitations in the current quarter. The decrease injurisdiction.  In addition, the effective tax rate for the ninethree and six months ended SeptemberJune 30, 2017 was primarily due to the2020 included recognition of windfalla state tax benefits from stock awards in the current year asbenefit related to a component of the income tax provision and the absence of the unfavorable impact of a change in state apportionment on our domestic deferred tax liabilities as a result of the acquisition of Citigroup AIS in the first quarter of 2016, partially offset by the unfavorable impact from an increase in pre-tax income from domestic operations taxed at a high statutory rate.  Our effective tax rate includes the effect of operations outside the United States, which historically have been taxed at rates lower than the U.S. statutory rate.law change.  While we have income from multiple foreign sources, the majority of our non-U.S. operations are in Canada,the U.K. and India, and the United Kingdom, where we anticipate the statutory tax rates to be 26.5%, 34.6%19.0% and, 19.3%on a blended basis, approximately 31.0%, respectively, in 2017. The consolidated expected effective tax rate for the year ended December 31, 2017 is forecasted to be between 18% and 19%.2021.  A future proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.

Liquidity and Capital Resources

Our principal cash requirements are to finance the costs of our operations pending the billing and collection of client receivables, to fund payments with respect to our indebtedness, to invest in research and development, to acquire complementary businesses or assets, to repurchase shares of our common stock and to pay dividends on our common stock. We expect our cash on hand, cash flows from operations and cash available under theour Credit Agreement to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for at least the next twelve months.  We continue to evaluate and take action, as necessary, to preserve adequate liquidity. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects amid the COVID-19 pandemic.

In 2017,During the six months ended June 30, 2021, we paid quarterly cash dividends of $0.0625$0.16 per share of common stock on March 15, 2017 andfor each quarter totaling $82.1 million in the aggregate.  During the six months ended June 15, 2017 and $0.0730, 2020, we paid quarterly cash dividends of $0.125 per share of common stock for each quarter totaling $64.0 million in the aggregate.

Client funds obligations include our transfer agency client balances invested overnight as well as our contractual obligations to remit funds to satisfy client pharmacy claim obligations and are recorded on September 15, 2017the Condensed Consolidated Balance Sheet when incurred, generally after a claim has been processed by us. Our contractual obligations to stockholdersremit funds to satisfy client obligations are primarily sourced by funds held on behalf of recordclients. We had $2,921.3 million of client funds obligations at June 30, 2021.

Cash flows from operating, investing and financing activities, as reflected in our Condensed Consolidated Statements of Cash Flows, are summarized in the close of business on March 1, 2017, June 1, 2017 and September 1, 2017, respectively, totaling $39.9 million.following table (in millions):

 

 

Six Months Ended June 30,

 

 

 

 

 

Net cash, cash equivalents and restricted cash provided by (used in):

 

2021

 

 

2020

 

 

Change From Prior Year

 

Operating activities

 

$

562.3

 

 

$

555.7

 

 

$

6.6

 

Investing activities

 

 

(17.9

)

 

 

(168.1

)

 

 

150.2

 

Financing activities

 

 

1,175.8

 

 

 

(1,221.1

)

 

 

2,396.9

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

(1.6

)

 

 

(5.4

)

 

 

3.8

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

$

1,718.6

 

 

$

(838.9

)

 

$

2,557.5

 

Our cash, cash equivalents and restricted cash at September 30, 2017 were $103.9 million, a decrease of $15.8 million from $119.7 million at December 31, 2016. The decrease in cash, cash equivalents and restricted cash is primarily due to net repayments of debt, payment of dividends and capital expenditures. These decreases were partially offset by cash provided by operations and proceeds from stock option exercises.2021 versus 2020

Net cash provided by operating activities was $307.1$562.3 million for the ninesix months ended SeptemberJune 30, 2017.2021.  Cash provided by operating activities primarily resulted from net income of $163.5$364.7 million adjusted for non-cash items of $196.2$346.4 million, partially offset by changes in our working capital accounts (excluding the effect of acquisitions) totaling $52.7$148.8 million.  The changes in our working capital accounts were driven by a decrease in accrued expenses, an increase in accounts receivable, an increase in prepaid expenses and other assets, a decrease in deferred revenue, an increase in contract assets and a decrease in accounts payable, partially offset by


changes in income taxes prepaid and payable. The decrease in accrued expenses was primarily due to the payment of annual employee bonuses in the first quarter of 2021.  The increase in accounts receivable was primarily due to an increase in days’ sales outstanding. The increase in prepaid expenses and other assets was primarily due to the timing of payments. The decrease in deferred revenue was primarily due to the recognition of revenue associated with multi-year license agreements where we received payment in 2020 as well as the revenue associated with annual maintenance fees.  The change in income taxes prepaid and payable is primarily driven by the timing of tax payments.  

Investing activities used net cash of $17.9 million for the six months ended June 30, 2021, primarily related to $42.1 million in capitalized software development costs, $17.6 million in capital expenditures and $10.0 million in investments in securities, partially offset by proceeds from sales and maturities of investments of $38.9 million, net cash acquired for business acquisitions of $7.3 million and the collection of other non-current receivables of $5.6 million.

Financing activities provided net cash of $1,175.8 million for the six months ended June 30, 2021, primarily representing a net increase in client funds obligations of $1,682.7 million and proceeds of $88.9 million from stock option exercises.  These proceeds were partially offset by $325.0 million of purchases of common stock for treasury, net repayments of debt of $183.1 million, $82.1 million in quarterly dividends paid and $5.6 million in withholding taxes paid related to equity award net share settlements.

2020 versus 2019

Our cash, cash equivalents and restricted cash and cash equivalents, including amounts held on behalf of clients, were $950.5 million at June 30, 2020, a decrease of $838.9 million from $1,789.4 million at December 31, 2019.

Net cash provided by operating activities was $555.7 million for the six months ended June 30, 2020.  Cash provided by operating activities primarily resulted from net income of $268.7 million adjusted for non-cash items of $344.0 million, offset by changes in our working capital accounts (excluding the effect of acquisitions) totaling $57.0 million.  The changes in our working capital accounts were driven by decreases in accrued expenses, a decrease in deferred revenues, an increase in prepaid expenses and other assets, an increase in accounts receivable and an increase in contract assets, partially offset by changes in income taxes prepaid and payable and an increase in accounts payable.  The decrease in accrued expenses was primarily due to the payment of annual employee bonuses in the first quarter of 2017.2020.  The decrease in deferred revenue was primarily due to an increasethe recognition of revenue associated with a multi-year license agreement where we received payment in the number of new license contracts and contract renewals that qualified for up-front revenue recognition2019 as well as the decline in deferred revenue associated with the completion of professional services installations of our software.annual maintenance fees. The increase in accounts receivable was primarily due to an increase in days’ sales outstanding. The increase in contract assets was primarily due to new term license deals.  The change in income taxes prepaid and payable wasis primarily driven by the timing of tax payments.  The increase in prepaid expenses and other assets and the increase in accounts payable were primarily due to the timing of payments.  

Investing activities used net cash of $36.1$168.1 million for the ninesix months ended SeptemberJune 30, 2017,2020, primarily related to $29.8$114.1 million in capital expenditures and $8.2cash paid for business acquisitions (net of cash acquired), $40.8 million in investments in securities, $35.9 million in capitalized software development costs and $16.0 million in capital expenditures, partially offset by cash receivedproceeds from sales and maturities of $1.8investments of $33.7 million related to purchase price adjustments for prior acquisitions.and the collection of other non-current receivables of $5.0 million.


Financing activities used net cash of $290.5$1,221.1 million for the ninesix months ended SeptemberJune 30, 2017,2020, representing a net decrease in client funds obligations of $947.4 million, net repayments of debt totaling $292.8of $257.3 million, $39.9$64.0 million in quarterly dividends paid, $27.9 million of purchases of common stock for treasury and $4.1$7.3 million in withholding taxes paid related to equity award net share settlements,settlements. These payments were partially offset by proceeds of $46.3$82.8 million from stock option exercises.

We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At SeptemberJune 30, 2017,2021, we held approximately $80.4$141.8 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn, no provision for foreign withholding, foreign local, or U.S. state income taxes had been made. At SeptemberJune 30, 2017,2021, we held approximately $74.6$106.9 million in cash that was available to our foreign borrowers under our senior secured credit facility and will be used to facilitate debt servicing of those entities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


Senior Secured Credit Facilities

On March 2, 2017 (“Amendment Effective Date”), we entered into an amendment (the “Amendment”) to our senior secured credit agreement (“Amended Senior Secured Credit Agreement”) dated July 8, 2015. Pursuant to the Amendment, the highest (non-default) interest rate margin applicable to Term Loan A was reduced from LIBOR plus 2.75% to LIBOR plus 1.75%, and the highest (non-default) interest rate margin applicable to Term Loan B was reduced from LIBOR plus 3.25% to LIBOR plus 2.25%. The LIBOR “floor” was also amended for the Term Loan A and the Term Loan B to be 0%. No changes were made to the financial covenants, outstanding principal amounts or the scheduled amortization.

The Amendment was evaluated in accordance with FASB Accounting Standards Codification 470-50, Debt-Modifications and Extinguishments, for modification and extinguishment accounting. The Company accounted the debt re-pricing as a debt modification with respect to amounts that remained obligations of the same lender in the syndicate with minor changes in cash flows and as a debt extinguishment with respect to amounts that were obligations of lenders that exited the syndicate or remained in the syndicate but experienced a change in cash flows of greater than 10%. See Note 2 to our Condensed Consolidated Financial Statements for further discussion of debt.

The Company recorded a $2.3 million loss on extinguishment of debt in the three months ended March 31, 2017 in connection with the Amendment. The loss on early extinguishment of debt includes the write-off of a portion of the unamortized capitalized financing fees related to the senior secured credit facility for amounts accounted for as a debt extinguishment, as well as new financing fees related to the Amendment for amounts accounted for as a debt modification.

As of SeptemberJune 30, 2017,2021, there was $88.21,451.5 million in principal amount outstanding under the Term B-3 Loan, A-1, $136.8$1,102.8 million in principal amount outstanding under the Term B-4 Loan A-2, $1,369.4and $1,750.2 million in principal amount outstanding under the Term B-5 Loan B-1 and $72.4 million in principal amount outstanding under the Term Loan B-2.  In addition, the Amended Senior Secured Credit Agreement amended senior secured credit facility has a revolving credit facility with a five yearfive-year term available for borrowings by SS&C with $150$250 million in available commitments or the (“Revolving Credit Facility,Facility”), of which $0.0 million and $94.0$246.2 million was outstandingavailable as of SeptemberJune 30, 2017 and December 31, 2016, respectively.2021.  The Revolving Credit Facility also contains a $25 million letter of credit sub-facility, of which $0.9 million and $0.6$3.8 million was outstandingutilized as of SeptemberJune 30, 2017 and December 31, 2016, respectively.2021.

We are required to make scheduled quarterly payments of 0.25% of the original principal amount of the Term B-3 Loan, B-1Term B-4 Loan and Term B-5 Loan, B-2, with the balance due and payable on the seventh anniversary of its incurrence. We are required to make scheduled quarterly payments of 1.25% of the original principal amount of the Term Loan A-1 and Term Loan A-2 until September 30, 2017 and quarterly payments of 2.50% of the original principal amount of the Term Loan A-1 and Term Loan A-2 from December 31, 2017 until June 30, 2020 with the balance due and payable on the fifth anniversary of the incurrence thereof.April 16, 2025.  No amortization is required under the Revolving Credit Facility.  We may also, from time to time in our sole discretion, purchase, redeem, or retire our existing term loans, through tender offers, in privately negotiated or open market transactions, or otherwise.

Our obligations under the Term Loans are guaranteed by (i) Holdings and each of our existing and future U.S. wholly-owned restricted subsidiaries, in the case of the Term B-3 Loan, B-1Term B-5 Loan and the Revolving Credit Facility and (ii) Holdings, SS&C and each of our existing and future wholly-owned restricted subsidiaries, in the case of the Term Loan A-1, the Term Loan A-2 and the Term Loan B-2.B-4 Loan.

The obligations of the U.S. loan parties under the Amended Senior Secured Credit Agreement amended senior secured credit facility are secured by substantially all of the assets of such persons (subject to customary exceptions and limitations), including a pledge of all of the capital stock of


substantially all of the U.S. wholly-owned restricted subsidiaries of such persons (with customary exceptions and limitations) and 65% of the capital stock of certain foreign restricted subsidiaries of such persons (with customary exceptions and limitations). All obligations of the non-U.S. loan parties under the Amended Senior Secured Credit Agreement amended senior secured credit facility are secured by substantially all of Holdings’our and the other guarantors’ assets (subject to customary exceptions and limitations), including a pledge of all of the capital stock of substantially all of Holdings’our wholly-owned restricted subsidiaries (with customary exceptions and limitations).

The Amended Senior Secured Credit Agreement amended senior secured credit facility includes negative covenants that, among other things and subject to certain thresholds and exceptions, limit our ability and the ability of our restricted subsidiaries to incur debt or liens, make investments (including in the form of loans and acquisitions), merge, liquidate or dissolve, sell property and assets, including capital stock of our subsidiaries, pay dividends on our capital stock or redeem, repurchase or retire our capital stock, alter the business we conduct, amend, prepay, redeem or purchase subordinated debt, or engage in transactions with our affiliates. The amended senior secured credit facility also contains customary representations and warranties, affirmative covenants and events of default, subject to customary thresholds and exceptions. In addition, the Amended Senior Secured Credit Agreement amended senior secured credit facility contains a financial covenant for the benefit of the Revolving Credit Facility requiring us to maintain a minimum consolidated net senior secured leverage ratio.  In addition, under the Amended Senior Secured Credit Agreement,amended senior secured credit facility, certain defaults under agreements governing other material indebtedness could result in an event of default under the Amended Senior Secured Credit Agreement,amended senior secured credit facility, in which case the lenders could elect to accelerate payments under the Amended Senior Secured Credit Agreement amended senior secured credit facility and terminate any commitments they have to provide future borrowings. As of September 30, 2017, we were in compliance with the financial and non-financial covenants.

Senior Notes

On July 8, 2015, in connection with the acquisition of Advent,March 28, 2019, we issued $600.0$2,000.0 million aggregate principal amount of 5.875%5.5% Senior Notes due 2023.2027 (“Senior Notes”), the proceeds of which were used to repay a portion of the outstanding Term B-3 Loan under our existing senior secured credit facilities. The Senior Notes are guaranteed, jointly and severally, by SS&C Holdings and eachall of our wholly-ownedits existing and future domestic restricted subsidiaries that borrowsguarantee our existing senior secured credit facilities or guarantees obligations under the Amended Senior Secured Credit Agreement. The guarantees are full and unconditional and joint and several.certain other indebtedness. The Senior Notes are unsecured senior obligations that are equal in right of paymentspayment to all of our existing and future senior debt, including the Amended Senior Secured Credit Agreement.

On April 20, 2016, we commenced an offer to exchange forunsecured indebtedness. Interest on the Senior Notes new notes identical in all material respectsis payable on March 30 and September 30 of each year.

At any time prior to March 30, 2022, we may, at our option, redeem the Senior Notes, except thatin whole or in part, at a price equal to 100% of the new notes were registered under the Securities Act of 1933. The exchange offer expired on May 18, 2016 and 100%principal amount of the Senior Notes, were exchanged forplus an applicable “make-whole” premium, plus accrued and unpaid interest to the new notes.

redemption date.  At any time on or after July 15, 2018,March 30, 2022, we may redeem some or all of the Senior Notes, in whole or in part, at the redemption prices set forth in the indenture governing the Senior Notes plus accrued and unpaid interest to the redemption date. AtIn addition, at any time on or before July 15, 2018, we may redeem all or any portion of the notes at 100% of their principal amount, plus a “make whole” premium calculated pursuant to the indenture governing the Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to July 15, 2018,March 30, 2022, we may redeem up to 35%40% of the aggregate principal amount of the Senior Notes at a redemption price equal to 105.875%105.5% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The indenture governing the Senior Notes contains a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our domestic restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, engage in mergers or acquisitions or engage inenter into transactions with ourits affiliates. Any event of default under the amended senior


secured credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing the Senior Notes.

As of SeptemberJune 30, 2017,2021, there were $600.0was $2,000.0 million in principal amount of Senior Notes outstanding.

Covenant Compliance

Under the Amended Senior SecuredRevolving Credit Agreement,Facility portion of the amended senior secured credit facility, we are required to satisfy and maintain a specified financial ratio.ratio at the end of each fiscal quarter if the sum of (i) outstanding amount of all loans under the Revolving Credit Facility and (ii) all non-cash collateralized letters of credit issued under the Revolving Credit Facility in excess of $20 million is equal to or greater than 30% of the total commitments under the Revolving Credit Facility.  Our continued ability to meet this financial ratio can be affected by events beyond our control, and we cannot assure you that we will continue to meet this ratio. Any breach of these covenantsthis covenant could result in an event of default under the Amended Senior Secured Credit Agreement.amended senior secured credit facility. Upon the occurrence of any event of default under the Amended Senior Secured Credit Agreement,amended senior secured credit facility, the lenders could elect to declare all amounts outstanding under the Amended Senior Secured Credit Agreement amended senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit.  Any default and subsequent acceleration of payments under the amended senior secured credit facility would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the amended senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to baskets and ratios based on Consolidated EBITDA.

Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in the Amended Senior Secured Credit Agreement,amended senior secured credit facility, which is athe material facility supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the Amended Senior Secured Credit Agreement.amended senior secured credit facility. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with the specified financial ratio and other financial condition tests contained in the Amended Senior Secured Credit Agreement.amended senior secured credit facility.


Management uses Consolidated EBITDA to gauge the costs of our capital structure on a day-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.

Any breach of covenants in the Amended Senior Secured Credit Agreement that are tied to ratios based on Consolidated EBITDA could result in an event of default under that agreement, in which case the lenders could elect to declare all amounts borrowed immediately due and payable and to terminate any commitments they have to provide further borrowings. Any default and subsequent acceleration of payments under the Amended Senior Secured Credit Agreement would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the Amended Senior Secured Credit Agreement, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Consolidated EBITDA.

Consolidated EBITDA does not represent net income or cash flow from operations as those terms are defined by generally accepted accounting principles, or GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, the Amended Senior Secured Credit Agreement amended senior secured credit facility requires that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.

Consolidated EBITDA is not a recognized measurement under GAAP and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income, which is the most directly comparable GAAP financial measure, including:

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 the significant interest expense we incur as a result of our debt leverage;

Consolidated EBITDA does not reflect the provision of income tax expense in our various jurisdictions;

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 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 does not reflect the cost of compensation we provide to our employees in the form of stock-based awards;

Consolidated EBITDA does not reflect the equity in earnings of unconsolidated affiliates; and

Consolidated EBITDA excludes expenses and income that are permitted to be excluded per the terms of our Amended Senior Secured Credit Agreement, but which others may believe are normal expenses for the operation of a business.

Consolidated EBITDA excludes expenses and income that are permitted to be excluded per the terms of our amended senior secured credit facility, but which others may believe are normal expenses for the operation of a business.


The following is a reconciliation of net income to Consolidated EBITDA as defined in our Amended Senior Secured Credit Agreement.

amended senior secured credit facility.

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Twelve Months Ended September 30,

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Twelve Months Ended June 30,

 

(in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

(in millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

Net income

 

$

64,227

 

 

$

38,747

 

 

$

163,525

 

 

$

73,973

 

 

$

220,548

 

 

$

189.8

 

 

$

169.5

 

 

$

364.7

 

 

$

268.7

 

 

$

721.2

 

Interest expense, net

 

 

26,250

 

 

 

31,648

 

 

 

81,565

 

 

 

97,583

 

 

 

112,436

 

 

 

51.0

 

 

 

60.5

 

 

 

102.4

 

 

 

137.9

 

 

 

210.5

 

Provision for income tax

 

 

10,905

 

 

 

9,163

 

 

 

32,400

 

 

 

22,648

 

 

 

42,372

 

Provision for income taxes

 

 

76.7

 

 

 

29.5

 

 

 

137.5

 

 

 

54.3

 

 

 

233.8

 

Depreciation and amortization

 

 

59,666

 

 

 

57,470

 

 

 

176,879

 

 

 

170,910

 

 

 

234,652

 

 

 

165.8

 

 

 

179.4

 

 

 

335.3

 

 

 

364.1

 

 

 

696.4

 

EBITDA

 

 

161,048

 

 

 

137,028

 

 

 

454,369

 

 

 

365,114

 

 

 

610,008

 

 

 

483.3

 

 

 

438.9

 

 

 

939.9

 

 

 

825.0

 

 

 

1,861.9

 

Stock-based compensation

 

 

10,294

 

 

 

12,489

 

 

 

31,572

 

 

 

40,402

 

 

 

41,734

 

 

 

27.7

 

 

 

22.1

 

 

 

55.5

 

 

 

44.6

 

 

 

98.7

 

Capital-based taxes

 

 

250

 

 

 

1,000

 

 

 

1,000

 

 

 

1,472

 

 

 

1,010

 

Acquired EBITDA and cost savings (1)

 

 

365

 

 

 

 

 

 

3,581

 

 

 

5,814

 

 

 

6,859

 

 

 

 

 

 

0.5

 

 

 

1.3

 

 

 

2.3

 

 

 

2.8

 

Non-cash portion of straight-line rent expense

 

 

1,933

 

 

 

269

 

 

 

2,479

 

 

 

1,822

 

 

 

2,855

 

 

 

(0.5

)

 

 

(0.2

)

 

 

(0.7

)

 

 

(0.3

)

 

 

(0.6

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

2,326

 

 

 

 

 

 

2,326

 

Loss (gain) on extinguishment of debt, net

 

 

1.5

 

 

 

(0.2

)

 

 

1.8

 

 

 

2.6

 

 

 

3.3

 

Equity in earnings of unconsolidated affiliates, net

 

 

0.4

 

 

 

1.0

 

 

 

0.1

 

 

 

0.3

 

 

 

1.3

 

Purchase accounting adjustments (2)

 

 

777

 

 

 

5,573

 

 

 

3,782

 

 

 

29,831

 

 

 

5,570

 

 

 

1.6

 

 

 

1.8

 

 

 

3.2

 

 

 

3.6

 

 

 

6.5

 

ASC 606 adoption impact

 

 

0.2

 

 

 

0.7

 

 

 

0.4

 

 

 

2.9

 

 

 

2.6

 

Other (3)

 

 

4,540

 

 

 

311

 

 

 

8,704

 

 

 

7,065

 

 

 

7,530

 

 

 

(3.1

)

 

 

(15.7

)

 

 

2.8

 

 

 

33.2

 

 

 

(28.6

)

Consolidated EBITDA

 

$

179,207

 

 

$

156,670

 

 

$

507,813

 

 

$

451,520

 

 

$

677,892

 

 

$

511.1

 

 

$

448.9

 

 

$

1,004.3

 

 

$

914.2

 

 

$

1,947.9

 

________________________


(1)

Acquired EBITDA reflects the EBITDA impact of significant businesses that were acquired during the period as if the acquisition occurred at the beginning of the period, as well as cost savings enacted in connection with acquisitions.

(2)

Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of acquisitions, (b) an adjustment to increase personnel and commissions expense by the amount that would have been recognized if prepaid commissions and deferred personnel costs were not adjusted to fair value at the date of the acquisitions and (c) an adjustment to increase or decrease rent expense by the amount that would have been recognized if lease obligations were not adjusted to fair value at the date of acquisitions.

(3)

Other includes expenses and income that are permitted to be excluded per the terms of our Amended Senior Secured Credit Agreement amended senior secured credit facility from Consolidated EBITDA, a financial measure used in calculating our covenant compliance.  These include expenses and income related to foreign currency transactions, investment gains and losses, facilities and workforce restructuring, legal settlements, and business combinations amongand other infrequently occurring transactions.items.

Our covenant requirement for consolidated net senior secured leverage ratio and the actual ratio as of SeptemberJune 30, 20172021 are as follows:

 

 

 

Covenant

Requirement

 

Actual

Ratio

Maximum consolidated net senior secured leverage to

   Consolidated EBITDA ratio(1)

 

5.25x6.25x

 

2.31x2.09x

________________________

(1)

Calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, to Consolidated EBITDA, as defined by the Amended Senior Secured Credit Agreement,amended senior secured credit facility, for the period of four consecutive fiscal quarters ended on the measurement date. Consolidated net secured funded indebtedness is comprised of indebtedness for borrowed money, letters of credit, deferred purchase price obligations and capital lease obligations, all of which is secured by liens on our property.

Recently Adopted Accounting PronouncementsPronouncement

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (���ASU”) No. 2016-18, Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. This ASU requires that restricted cash be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for the Company for its first quarter of fiscal 2018.  Early adoption is permitted and the guidance requires application using a retrospective method.  The Company has early adopted ASU 2016-18, which did not have a material impact on the Company’s financial position, results of operations or cash flows.  

In March 2016,December 2019, the FASB issued ASU 2016-09, Compensation – Stock Compensation(Topic 718):Improvements2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to Employee Share-Based Payment Accounting. This ASU is intendedthe guidance in ASC 740 related to simplify severalthe approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for share-based paymentfranchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for the Company for its first quarter of fiscal 2017.  Effective January 1, 2017, excess tax benefits will be prospectively reported as an operating activitythat result in a step-up in the Company’s Condensed Consolidated Statementstax basis of Cash Flows.As the Company hasgoodwill. Certain amendments in this update must be applied this guidance prospectively as of January 1, 2017, excess tax benefits for the nine months ended September 30, 2016 will noton a prospective basis, certain amendments must be adjusted and continue to be reported in financing activities in the Condensed Consolidated Statements of Cash Flows.  As a result of the adoption, the Company recognized discrete tax benefits of $2.7 million and $12.8 million in the provision for income taxes line of the Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2017 related to excess tax benefits upon vesting of a restricted-stock award or stock option exercise event relative to the deferred tax asset position established.  The Company has elected to account for forfeitures as they occur and there was no material effect recorded upon adoption of this change.  The Company has also excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of the Company’s diluted earnings per share for the three and nine months ended September 30, 2017, which had the effect of increasing the weighted average common stock equivalents.  Prior to the adoption of ASU 2016-09, the Company included excess tax benefits in assessing whether common equivalent shares were dilutive in the Company’s calculations of weighted average dilutive shares under the treasury stock method.  Presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to all periods presented as such cash flows have historically been presented as financing activities.

Recent Accounting Pronouncements Not Yet Effective

In January 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test.


In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. As a result of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and then recognize an impairment charge, as necessary, for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, and early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company expects to adopt ASU 2017-04 for the Company’s goodwill impairment tests in 2017.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash flow, and other Topics.  ASU 2016-15 is effective for the Company for its first quarter of fiscal 2018 and the guidance requires application usingapplied on a retrospective method.  The impact of the Company’s adoption of ASU 2016-15 to the Company’s Condensed Consolidated Financial Statements willbasis and certain amendments must be to reflect the presentation of debt prepayment or debt extinguishment costs as cash outflows for financing activities within the Company’s Condensed Consolidated Statement of Cash Flows.  This ASU is not expected to haveapplied on a material impact on the Company’s financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company for its first quarter of fiscal 2020 and earlier adoption is permitted beginning in the first quarter of fiscal 2019. Application of the ASU ismodified retrospective basis through a cumulative-effect adjustment to retained earnings as of the effective date. We adopted ASU 2019-12 effective January 1, 2021. The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s Condensed Consolidated Financial Statements.  This ASU isthis standard did not expected to have a material impact on the Company’sour financial position, results of operations or cash flows.


Recent Accounting Pronouncement Not Yet Effective

In February 2016,March 2020, the FASB issued ASU 2016-02, Leases2020-04, Reference Rate Reform (Topic 842)848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU would require lessees2020-04 provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to recognizecontracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the followingFASB issued Update 2021-01, Reference Rate Reform (Topic 848): Scope. The update provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for all leases (withmargining, discounting or contract price alignment. The standard will ease, if warranted, the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified assetrequirements for accounting for the lease term. Lessor accounting is largely unchanged underfuture effects of the rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022. A substantial portion of this ASU. Additional disclosures will be requiredour indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. We continue to allowmonitor the user to assessimpact the amount, timing and uncertaintydiscontinuance of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.  ASU 2016-02 is effective for the Company for its first quarter of fiscal 2019 and earlier adoption is permitted.  The impact of the Company’s adoption of ASU 2016-02 to the Company’s Condensed Consolidated Financial Statements will be to recognize the majority of the Company’s operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in a material increase in the assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheet.  The Company is continuing its assessment, which may identify additional impacts this ASULIBOR or another reference rate will have on the Company’s Condensed Consolidated Financial Statementsour contracts, hedging relationships and related disclosures and internal controls over financial reporting.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue by removing inconsistencies and weaknesses in revenue requirements; providing a more robust framework for addressing revenue issues; improving comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; and providing more useful information to users of financial statements through improved revenue disclosure requirements. On August 12, 2015, the FASB issued ASU 2015-14, deferring the effective date by one year for ASU 2014-09.  ASU 2014-09 is effective for the Company for its first quarter of 2018, with early adoption permitted for annual periods beginning after December 15, 2016. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application.

Subsequent to the issuance of ASU 2014-09, the FASB has issued the following updates: ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing; and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients. The amendments in these updates affect the guidance contained within ASU 2014-09.  


The Company plans to adopt the new revenue standard using the modified retrospective approach when it becomes effective for the Company in the first quarter of fiscal 2018.  The Company is continuing to evaluateother transactions. We are currently assessing the impact of this standard on the Company’sour financial position,condition and results of operations and cash flows, and associated processes, systems and internal controls.  Based upon the Company’s continued assessments of the new revenue standard, the Company would be required to recognize the license component of term license arrangements upfront and the associated maintenance component over the contract period.  Under the current revenue standard, the Company recognizes both the term license and maintenance revenues ratably over the contract period.  In addition, a portion of deferred revenue recorded in accordance with the current revenue standard will never be recognized as revenue upon adoption of the new revenue standard and instead will be part of the cumulative effect adjustment within retained earnings.  The Company is also evaluating the timing and recognition of costs to obtain contracts with customers, such as commissions, under the new revenue standard.  The Company is continuing to assess the new revenue standard along with industry trends and additional interpretive guidance and may adjust its interpretation and implementation plan accordingly.operations.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We do not use derivative financial instruments for trading or speculative purposes. We have generally invested our available cash in short-term, highly liquid financial instruments, having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

Interest Rate Risk

We derive service revenues from investment earnings related to cash balances maintained in bank accounts on which we are the agent for clients.  The balances maintained in the bank accounts will fluctuate. ��For the six months ended June 30, 2021, we had average daily cash balances of approximately $2,456.5 million maintained in such accounts.  We estimate that a 100 basis point change in the interest earnings rate would equal approximately $9.5 million of net income, net of income taxes, on an annual basis.  The effect of changes in interest rates attributable to earnings derived from cash balances we hold for clients is offset by changes in interest rates on our variable debt.

At SeptemberJune 30, 2017,2021, we had total debt of $2,266.8 million, including $1,666.8 million of variable interest rate debt.debt of approximately $4,304.5 million. As of SeptemberJune 30, 2017,2021, a 1% increase in interest rates would result in an increase in interest expense of approximately $16.7$43.0 million per year.

Equity Price Risk

We have exposure to equity price risk as a result of our investments in equity securities. Equity price risk results from changes in the level or volatility of equity prices which affect the value of equity securities or instruments that derive their value from such securities or indexes.  The fair value of our investments that are subject to equity price risk as of June 30, 2021 was approximately $67.2 million. The impact of a 10% change in fair value of these investments would have been approximately $5.0 million to net income, net of income taxes.  Changes in equity values of our investments could have a material effect on our results of operations and our financial position.

Foreign Currency Exchange Rate Risk

During the ninesix months ended SeptemberJune 30, 2017,2021, approximately 27%29% of our revenues were from clients located outside the United States. A portion of the revenues from clients located outside the United States is denominated in foreign currencies, the majority being the Canadian dollar.British pound. While revenues and expenses of our foreign operations are primarily denominated in their respective local currencies, some subsidiaries do enter into certain transactions in currencies that are different from their local currency. These transactions consist primarily of cross-currency intercompany balances and trade receivables and payables. As a result of these transactions, we have exposure to changes in foreign currency exchange rates that result in foreign currency transaction gains and losses, which we report in other income (expense). These outstanding amounts were not material for the ninesix months ended SeptemberJune 30, 2017.2021. The amount of these balances can fluctuate in the future as we bill customers and buy products or services in currencies other than our functional currency, which could increase our exposure to foreign currency exchange rates. We continue to monitor our exposure to foreign exchange rates as a resultbecause of our acquisitions and changes in our operations. We do not enter into any market risk sensitive instruments for trading purposes.

The foregoing risk management discussion and the effect thereof are forward-looking statements. Actual results in the future may differ materially from these projected results due to actual developments in global financial markets. The analytical methods used by us to assess and minimize risk discussed above should not be considered projections of future events or losses.

 

 


Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of SeptemberJune 30, 2017.2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of SeptemberJune 30, 2017,2021, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.


Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended SeptemberJune 30, 2017,2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

 

Item 1.

The information regarding certain legal proceedings in which we are involved as set forth in Note 813 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) is incorporated by reference into this Item 1.

In addition, we are involved in various other legal proceedings arising in the normal course of our businesses.  At this time, we do not believe any material losses under these claims to be probable.  While the ultimate outcome of such legal proceedings cannot be predicted with certainty, it is in the opinion of management, after consultation with legal counsel, that the final outcome in such proceedings, in the aggregate, would not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

 

Item 1A.

Risk Factors

As of the date of this report, there have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following is a summary of the repurchases of our common stock in the second quarter of 2021 (in millions, except average price per share):

Period (1)

 

(a) Total Number of Shares Purchased (2)

 

 

(b) Average Price Paid per Share

 

 

(c)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)

 

 

(d)

Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under Plans or Programs (3)

 

April 1, 2021 – April 30, 2021

 

 

 

 

$

 

 

 

 

 

$

280.5

 

May 1, 2021 – May 31, 2021

 

 

1.2

 

 

$

73.71

 

 

 

1.2

 

 

$

191.7

 

June 1, 2021 – June 30, 2021

 

 

0.8

 

 

$

73.01

 

 

 

0.8

 

 

$

137.0

 

     Total

 

 

2.0

 

 

 

 

 

 

 

2.0

 

 

 

 

 

(1)

Information is based on trade dates of repurchase transactions.

(2)

Represents shares repurchased in open market transactions pursuant to the Common Stock Repurchase Program


(3)

Share repurchases were made pursuant to our Common Stock Repurchase Program authorized by our Board of Directors in July 2020.  The program allowed for the purchase of up to $750 million of outstanding common stock in one or more transactions on the open market or in privately negotiated purchases through July 2021. In July 2021, our Board of Directors authorized a stock repurchase program which enables us to repurchase up to $1 billion in the aggregate of our outstanding common stock. Our authority to repurchase shares under the renewed program will continue until the one-year anniversary of the Board’s authorization, unless earlier terminated by the Board.  



Item 6.

Exhibits

The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed as part of this Report.

 


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

 

 

10.1

Limited Liability Company Agreement of DomaniRx, LLC. *

31.1

  

CertificationsCertification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2

  

CertificationsCertification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

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 (furnished and not filed for purposes of sections 11 or 12 of the Securities Act and section 18 of the Exchange Act)

 

 

101.INS

  

Inline XBRL Instance Document.*Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

101.SCH

  

Inline XBRL Taxonomy Extension Schema Document.*

 

 

101.CAL

  

Inline XBRL Taxonomy Calculation Linkbase Document.*

 

 

101.LAB

  

Inline XBRL Taxonomy Label Linkbase Document.*

 

 

101.PRE

  

Inline XBRL Taxonomy Presentation Linkbase Document.*

 

 

101.DEF

  

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*

submitted electronically herewith*

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 and (iv) Notes to Condensed Consolidated Financial Statements.



SIGNATURESIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SS&C TECHNOLOGIES HOLDINGS, INC.

 

 

By:

 

/s/ Patrick J. Pedonti

 

 

Patrick J. Pedonti

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

Date: November 2, 2017August 4, 2021

 

 

31