UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2016
o |
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 x No o
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 x No o
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 |
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x |
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Accelerated filer |
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o |
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Non-accelerated filer |
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o (Do not check if a smaller reporting company) |
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Smaller reporting company |
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o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
There were 201,137,804 shares of the registrant’s common stock outstanding as of August 3, 2016.
SS&C TECHNOLOGIES HOLDINGS, INC.
INDEX
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” and “should” and similar expressions are intended to identify forward-looking statements. The important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016, 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 does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.
Explanatory Note
On June 24, 2016, SS&C Holdings Technologies, 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
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data) (Unaudited)
|
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June 30, |
|
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December 31, |
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2016 |
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2015 |
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|
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ASSETS |
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Current assets: |
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|
|
|
|
|
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Cash and cash equivalents |
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$ |
95,222 |
|
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$ |
434,159 |
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Accounts receivable, net of allowance for doubtful accounts of $3,957 and $2,957, respectively |
|
|
239,428 |
|
|
|
169,951 |
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Prepaid expenses and other current assets |
|
|
32,598 |
|
|
|
27,511 |
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Prepaid income taxes |
|
|
39,319 |
|
|
|
40,627 |
|
Restricted cash |
|
|
2,818 |
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|
2,818 |
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Total current assets |
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409,385 |
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675,066 |
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Property, plant and equipment: |
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|
|
|
|
|
|
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Land |
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2,655 |
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|
|
2,655 |
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Building and improvements |
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37,042 |
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|
37,855 |
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Equipment, furniture, and fixtures |
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|
112,436 |
|
|
|
97,274 |
|
|
|
|
152,133 |
|
|
|
137,784 |
|
Less: accumulated depreciation |
|
|
(82,576 |
) |
|
|
(70,641 |
) |
Net property, plant and equipment |
|
|
69,557 |
|
|
|
67,143 |
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Deferred income taxes |
|
|
2,018 |
|
|
|
2,199 |
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Goodwill (Note 3) |
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3,636,495 |
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3,549,212 |
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Intangible and other assets, net of accumulated amortization of $634,518 and $536,929, respectively |
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1,571,384 |
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1,508,622 |
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Total assets |
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$ |
5,688,839 |
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$ |
5,802,242 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt (Note 2) |
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$ |
30,878 |
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$ |
32,281 |
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Accounts payable |
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20,033 |
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|
|
11,957 |
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Income taxes payable |
|
|
— |
|
|
|
1,428 |
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Accrued employee compensation and benefits |
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55,836 |
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|
|
83,894 |
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Interest payable |
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22,386 |
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|
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28,903 |
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Other accrued expenses |
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45,964 |
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36,231 |
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Deferred revenue |
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238,785 |
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|
222,024 |
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Total current liabilities |
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413,882 |
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|
416,718 |
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Long-term debt, net of current portion (Note 2) |
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2,569,971 |
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2,719,070 |
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Other long-term liabilities |
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|
61,915 |
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|
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51,434 |
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Deferred income taxes |
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478,641 |
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|
|
509,574 |
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Total liabilities |
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3,524,409 |
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|
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3,696,796 |
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Commitments and contingencies (Note 8) |
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Stockholders’ equity (Note 5): |
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Common stock: |
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Class A non-voting common stock, $0.01 par value per share, 5,000,000 shares authorized; 0 and 2,703,846 shares issued and outstanding, respectively |
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— |
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27 |
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Common stock, $0.01 par value per share, 400,000,000 shares authorized; 201,849,586 shares and 193,104,452 shares issued, respectively, and 200,276,386 shares and 191,531,574 shares outstanding, respectively, of which 17,876 and 24,876 are unvested, respectively |
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2,018 |
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1,932 |
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Additional paid-in capital |
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1,859,124 |
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1,793,149 |
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Accumulated other comprehensive loss |
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(100,642 |
) |
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(83,170 |
) |
Retained earnings |
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421,926 |
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|
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411,493 |
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2,182,426 |
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2,123,431 |
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Less: cost of common stock in treasury, 1,573,200 and 1,572,878 shares, respectively |
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(17,996 |
) |
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(17,985 |
) |
Total stockholders’ equity |
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2,164,430 |
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|
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2,105,446 |
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Total liabilities and stockholders’ equity |
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$ |
5,688,839 |
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$ |
5,802,242 |
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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, except per share data) (Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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Revenues: |
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|
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|
|
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Software-enabled services |
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$ |
244,672 |
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$ |
150,123 |
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$ |
450,319 |
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$ |
303,690 |
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Maintenance and term licenses |
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103,392 |
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38,978 |
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|
198,512 |
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|
78,952 |
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Total recurring revenues |
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348,064 |
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189,101 |
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648,831 |
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382,642 |
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Perpetual licenses |
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5,039 |
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12,948 |
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10,254 |
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16,018 |
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Professional services |
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19,974 |
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10,719 |
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38,123 |
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|
19,843 |
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Total non-recurring revenues |
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|
25,013 |
|
|
|
23,667 |
|
|
|
48,377 |
|
|
|
35,861 |
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Total revenues |
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|
373,077 |
|
|
|
212,768 |
|
|
|
697,208 |
|
|
|
418,503 |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Software-enabled services |
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146,243 |
|
|
|
88,548 |
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|
|
259,971 |
|
|
|
177,150 |
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Maintenance and term licenses |
|
|
46,460 |
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|
|
12,338 |
|
|
|
93,406 |
|
|
|
26,505 |
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Total recurring cost of revenues |
|
|
192,703 |
|
|
|
100,886 |
|
|
|
353,377 |
|
|
|
203,655 |
|
Perpetual licenses |
|
|
643 |
|
|
|
1,021 |
|
|
|
1,141 |
|
|
|
2,045 |
|
Professional services |
|
|
17,133 |
|
|
|
7,596 |
|
|
|
32,645 |
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|
|
16,110 |
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Total non-recurring cost of revenues |
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|
17,776 |
|
|
|
8,617 |
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|
|
33,786 |
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|
|
18,155 |
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Total cost of revenues |
|
|
210,479 |
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|
|
109,503 |
|
|
|
387,163 |
|
|
|
221,810 |
|
Gross profit |
|
|
162,598 |
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|
|
103,265 |
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|
|
310,045 |
|
|
|
196,693 |
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Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Selling and marketing |
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|
28,535 |
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|
|
13,931 |
|
|
|
58,396 |
|
|
|
27,318 |
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Research and development |
|
|
40,827 |
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|
|
17,520 |
|
|
|
77,274 |
|
|
|
37,128 |
|
General and administrative |
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|
27,199 |
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|
|
13,463 |
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|
|
57,894 |
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|
|
30,763 |
|
Total operating expenses |
|
|
96,561 |
|
|
|
44,914 |
|
|
|
193,564 |
|
|
|
95,209 |
|
Operating income |
|
|
66,037 |
|
|
|
58,351 |
|
|
|
116,481 |
|
|
|
101,484 |
|
Interest expense, net |
|
|
(32,846 |
) |
|
|
(5,419 |
) |
|
|
(65,935 |
) |
|
|
(11,019 |
) |
Other income (expense), net |
|
|
12 |
|
|
|
(164 |
) |
|
|
(1,835 |
) |
|
|
(1,671 |
) |
Income before income taxes |
|
|
33,203 |
|
|
|
52,768 |
|
|
|
48,711 |
|
|
|
88,794 |
|
Provision for income taxes |
|
|
4,982 |
|
|
|
13,640 |
|
|
|
13,485 |
|
|
|
23,420 |
|
Net income |
|
$ |
28,221 |
|
|
$ |
39,128 |
|
|
$ |
35,226 |
|
|
$ |
65,374 |
|
Basic earnings per share |
|
$ |
0.14 |
|
|
$ |
0.23 |
|
|
$ |
0.18 |
|
|
$ |
0.39 |
|
Basic weighted average number of common shares outstanding |
|
|
198,765 |
|
|
|
170,810 |
|
|
|
198,143 |
|
|
|
169,674 |
|
Diluted earnings per share |
|
$ |
0.14 |
|
|
$ |
0.22 |
|
|
$ |
0.17 |
|
|
$ |
0.37 |
|
Diluted weighted average number of common and common equivalent shares outstanding |
|
|
204,916 |
|
|
|
179,104 |
|
|
|
204,596 |
|
|
|
177,974 |
|
Net income |
|
$ |
28,221 |
|
|
$ |
39,128 |
|
|
$ |
35,226 |
|
|
$ |
65,374 |
|
Other comprehensive (loss) income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange translation adjustment |
|
|
(26,793 |
) |
|
|
22,808 |
|
|
|
(17,472 |
) |
|
|
(13,411 |
) |
Total comprehensive (loss) income, net of tax |
|
|
(26,793 |
) |
|
|
22,808 |
|
|
|
(17,472 |
) |
|
|
(13,411 |
) |
Comprehensive income |
|
$ |
1,428 |
|
|
$ |
61,936 |
|
|
$ |
17,754 |
|
|
$ |
51,963 |
|
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) (Unaudited)
|
|
For the Six Months Ended June 30, |
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|
2016 |
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|
2015 |
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Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
35,226 |
|
|
$ |
65,374 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
113,440 |
|
|
|
52,103 |
|
Stock-based compensation expense |
|
|
27,913 |
|
|
|
8,314 |
|
Income tax benefit related to exercise of stock options |
|
|
(23,760 |
) |
|
|
(5,065 |
) |
Amortization and write-offs of loan origination costs |
|
|
5,312 |
|
|
|
2,874 |
|
Loss on sale or disposition of property and equipment |
|
|
150 |
|
|
|
209 |
|
Deferred income taxes |
|
|
(24,056 |
) |
|
|
(7,395 |
) |
Provision for doubtful accounts |
|
|
1,257 |
|
|
|
299 |
|
Changes in operating assets and liabilities, excluding effects from acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(13,458 |
) |
|
|
(1,804 |
) |
Prepaid expenses and other assets |
|
|
(1,516 |
) |
|
|
2,488 |
|
Accounts payable |
|
|
7,870 |
|
|
|
(2,405 |
) |
Accrued expenses |
|
|
(25,851 |
) |
|
|
(20,186 |
) |
Income taxes prepaid and payable |
|
|
23,757 |
|
|
|
11,064 |
|
Deferred revenue |
|
|
13,052 |
|
|
|
(5,148 |
) |
Net cash provided by operating activities |
|
|
139,336 |
|
|
|
100,722 |
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
(13,593 |
) |
|
|
(5,750 |
) |
Proceeds from sale of property and equipment |
|
|
43 |
|
|
|
— |
|
Cash paid for business acquisitions, net of cash acquired |
|
|
(317,554 |
) |
|
|
(7,863 |
) |
Additions to capitalized software |
|
|
(3,306 |
) |
|
|
(1,792 |
) |
Purchase of long-term investment |
|
|
(1,000 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(335,410 |
) |
|
|
(15,405 |
) |
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
Repayments of debt |
|
|
(155,325 |
) |
|
|
(174,000 |
) |
Proceeds from exercise of stock options |
|
|
19,212 |
|
|
|
8,735 |
|
Withholding taxes related to equity award net share settlement |
|
|
(4,615 |
) |
|
|
— |
|
Income tax benefit related to exercise of stock options |
|
|
23,760 |
|
|
|
5,065 |
|
Proceeds from common stock issuance, net |
|
|
— |
|
|
|
717,866 |
|
Purchase of common stock for treasury |
|
|
(11 |
) |
|
|
— |
|
Payment of fees related to refinancing activities |
|
|
(222 |
) |
|
|
— |
|
Dividends paid on common stock |
|
|
(24,790 |
) |
|
|
(21,101 |
) |
Net cash (used in) provided by financing activities |
|
|
(141,991 |
) |
|
|
536,565 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(872 |
) |
|
|
(1,651 |
) |
Net (decrease) increase in cash and cash equivalents |
|
|
(338,937 |
) |
|
|
620,231 |
|
Cash and cash equivalents, beginning of period |
|
|
434,159 |
|
|
|
109,577 |
|
Cash and cash equivalents, end of period |
|
$ |
95,222 |
|
|
$ |
729,808 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016 (the “2015 Form 10-K”). In the opinion of the Company, 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 its financial position as of June 30, 2016, the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows for the six months ended June 30, 2016 and 2015. These statements do not include all of the information and footnotes required by GAAP for annual financial statements. The 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, 2015, which were included in the 2015 Form 10-K. The December 31, 2015 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 six months ended June 30, 2016 are not necessarily indicative of the expected results for any subsequent quarters or the full year.
Reclassifications
In connection with the acquisition of Advent and the related increase in term license revenues, the Company condensed its presentation of revenues on its Condensed Consolidated Statements of Comprehensive Income to illustrate its two types of revenue streams: recurring revenues and non-recurring revenues. Recurring revenues consist of software-enabled services and maintenance and term licenses. Non-recurring revenues consist of professional services and perpetual licenses.
The Company’s prior presentation required that revenues from term license agreements be allocated between license revenue and maintenance revenue, with the license portion being reported together with revenue from perpetual license agreements as “Software licenses”, and the maintenance portion being reported together with maintenance revenue related to perpetual licenses as “Maintenance”. The Company reclassified $3.1 million and $7.4 million from “Software licenses” to “Maintenance and term licenses” for the three and six months ended June 30, 2015, respectively. In connection with the reclassification of revenues, the Company reclassified the related costs of revenues, which were immaterial. The revised presentation better illustrates the nature of the Company’s revenues and costs of revenues by indicating the recurring nature of the license portion of revenue from term license agreements. The Company has not changed its accounting methods for revenue recognition.
Recent Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of this ASU are effective for years beginning after December 15, 2016. Early application is permitted. The Company is currently evaluating the impact of this ASU.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with 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 asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU. The provisions of this ASU are effective for years beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU establishes specific guidance to an organization’s management on their responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The provisions of ASU 2014-15 are effective for interim and annual periods beginning after December 15, 2016. This ASU is not expected to have an impact on the Company’s financial position, results of operations or cash flows.
In May 2014, the FASB issued ASU No. 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;
6
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
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 No. 2015-14, deferring the effective date by one year for ASU No. 2014-09. The provisions of ASU No. 2014-09 will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.
Note 2—Debt
At June 30, 2016 and December 31, 2015, debt consisted of the following (in thousands):
|
|
June 30, 2016 |
|
|
December 31, 2015 |
|
||
Senior secured credit facilities, weighted-average interest rate of 3.91% and 3.94%, respectively |
|
$ |
2,064,675 |
|
|
$ |
2,220,000 |
|
5.875% senior notes due 2023 |
|
|
600,000 |
|
|
|
600,000 |
|
Unamortized original issue discount and debt issuance costs |
|
|
(63,826 |
) |
|
|
(68,649 |
) |
|
|
|
2,600,849 |
|
|
|
2,751,351 |
|
Less current portion of long-term debt |
|
|
30,878 |
|
|
|
32,281 |
|
Long-term debt |
|
$ |
2,569,971 |
|
|
$ |
2,719,070 |
|
Fair value of debt. The carrying amounts and fair values of financial instruments are as follows (in thousands):
|
|
June 30, 2016 |
|
|
December 31, 2015 |
|
||||||||||
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
||||
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured credit facilities |
|
$ |
2,064,675 |
|
|
$ |
2,059,770 |
|
|
$ |
2,220,000 |
|
|
$ |
2,202,105 |
|
5.875% senior notes due 2023 |
|
|
600,000 |
|
|
|
613,500 |
|
|
|
600,000 |
|
|
|
616,500 |
|
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.
Note 3—Goodwill
The change in carrying value of goodwill as of and for the six months ended June 30, 2016 is as follows (in thousands):
Balance at December 31, 2015 |
|
$ |
3,549,212 |
|
2016 acquisitions |
|
|
99,494 |
|
Adjustments to prior acquisitions |
|
|
(398 |
) |
Effect of foreign currency translation |
|
|
(11,813 |
) |
Balance at June 30, 2016 |
|
$ |
3,636,495 |
|
Note 4—Earnings per Share
Earnings per share (“EPS”) is calculated in accordance with the relevant standards. Basic EPS includes no dilution 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”), restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) using the treasury stock method. Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of including such common equivalent shares is anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period. The
7
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Company has two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of EPS as described above is identical to the calculation under the two-class method.
The following table sets forth the weighted average common shares used in the computation of basic and diluted EPS (in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Weighted average common shares outstanding — used in calculation of basic EPS |
|
|
198,765 |
|
|
|
170,810 |
|
|
|
198,143 |
|
|
|
169,674 |
|
Weighted average common stock equivalents — options and restricted shares |
|
|
6,151 |
|
|
|
8,294 |
|
|
|
6,453 |
|
|
|
8,300 |
|
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS |
|
|
204,916 |
|
|
|
179,104 |
|
|
|
204,596 |
|
|
|
177,974 |
|
Weighted average stock options, SARs, RSUs and RSAs representing 7,304,581 and 4,122,738 shares were outstanding for the three months ended June 30, 2016 and 2015, respectively, and weighted average stock options, SARs, RSUs and RSAs representing 7,075,350 and 4,119,018 for the six months ended June 30, 2016 and 2015, respectively, but were not included in the computation of diluted EPS because the effect of including them would be anti-dilutive.
Conversion of Class A Common Stock. On March 30, 2016, William C. Stone converted 2,703,846 shares of Class A non-voting stock into 2,703,846 shares of common stock. Each share of Class A non-voting common stock converted automatically into one share of the Company’s common stock upon the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Dividends. In 2016, the Company paid a quarterly cash dividend of $0.0625 per share of common stock on March 15, 2016 and June 15, 2016 to stockholders of record as of the close of business on March 7, 2016 and June 1, 2016, respectively, totaling $24.8 million.
8
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Note 5—Equity and Stock-based Compensation
On May 25, 2016, the Company’s Board of Directors approved a two-for-one stock split to be effected in the form of a stock dividend. The record date for the stock split was June 7, 2016 and the payment date was June 24, 2016. 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.
At the Company’s annual meeting of shareholders held on May 25, 2016, the Company’s shareholders approved the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Amended 2014 Plan”). The primary changes to the Amended 2014 Plan are to (i) increase the shares available for equity awards by 24 million shares and (ii) add flexibility to use this plan as the Company’s only equity plan by authorizing the issuance of full-value awards (that is, restricted stock and restricted stock units) and expanding the class of participants to include non-employee directors. Following the approval of the 2014 Amended Plan, the Company will no longer make grants under the Company’s 2008 Stock Incentive Plan or the Company’s 2006 Equity Incentive Plan.
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 six months ended June 30, 2016 and 2015 was as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
Statement of Comprehensive Income Classification |
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Cost of software-enabled services |
|
$ |
2,779 |
|
|
$ |
1,525 |
|
|
$ |
5,184 |
|
|
$ |
3,129 |
|
Cost of maintenance and term licenses |
|
|
700 |
|
|
|
101 |
|
|
|
1,511 |
|
|
|
202 |
|
Cost of recurring revenues |
|
|
3,479 |
|
|
|
1,626 |
|
|
|
6,695 |
|
|
|
3,331 |
|
Cost of professional services |
|
|
599 |
|
|
|
159 |
|
|
|
1,243 |
|
|
|
325 |
|
Cost of non-recurring revenues |
|
|
599 |
|
|
|
159 |
|
|
|
1,243 |
|
|
|
325 |
|
Total cost of revenues |
|
|
4,078 |
|
|
|
1,785 |
|
|
|
7,938 |
|
|
|
3,656 |
|
Selling and marketing |
|
|
2,860 |
|
|
|
745 |
|
|
|
6,445 |
|
|
|
1,488 |
|
Research and development |
|
|
2,182 |
|
|
|
444 |
|
|
|
4,398 |
|
|
|
894 |
|
General and administrative |
|
|
3,446 |
|
|
|
1,234 |
|
|
|
9,132 |
|
|
|
2,276 |
|
Total operating expenses |
|
|
8,488 |
|
|
|
2,423 |
|
|
|
19,975 |
|
|
|
4,658 |
|
Total stock-based compensation expense |
|
$ |
12,566 |
|
|
$ |
4,208 |
|
|
$ |
27,913 |
|
|
$ |
8,314 |
|
The following table summarizes stock option and SAR activity as of and for the six months ended June 30, 2016:
|
|
Shares |
|
|
Outstanding at December 31, 2015 |
|
|
30,278,364 |
|
Granted |
|
|
1,440,300 |
|
Cancelled/forfeited |
|
|
(912,816 |
) |
Exercised |
|
|
(3,171,668 |
) |
Outstanding at June 30, 2016 |
|
|
27,634,180 |
|
The following table summarizes RSU activity as of and for the six months ended June 30, 2016:
|
|
Shares |
|
|
Outstanding at December 31, 2015 |
|
|
957,452 |
|
Granted |
|
|
- |
|
Cancelled/forfeited |
|
|
(55,498 |
) |
Vested |
|
|
(419,702 |
) |
Outstanding at June 30, 2016 |
|
|
482,252 |
|
The Company recorded $23.8 million and $5.1 million of income tax benefits related to the exercise of stock options during the six months ended June 30, 2016 and 2015, respectively. These amounts were recorded entirely to Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets.
9
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
The effective tax rate was 15% and 26% for the three months ended June 30, 2016 and 2015, respectively, and the effective tax rate was 28% and 26% for the six months ended June 30, 2016 and 2015, respectively. The change in rate for the three months ended June 30, 2016 was primarily due to a decrease in pre-tax income from domestic operations taxed at a high statutory rate. The change for the six months ended June 30, 2016 was primarily due to 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 during the first quarter, partially offset by the benefit received from a decrease in pre-tax income from domestic operations taxed at a high statutory rate.
Note 7—Acquisitions
Citigroup’s Alternative Investor Services
On March 11, 2016, the Company purchased the assets of Citigroup’s Alternative Investor Services business, which includes Hedge Fund Services and Private Equity Fund Services (“Citigroup AIS”), for approximately $321.0 million, plus the costs of effecting the transaction and the assumption of certain liabilities. Citigroup AIS is a leading provider of hedge fund and private equity fund administration services.
The net assets and results of operations of Citigroup AIS have been included in the Company’s condensed consolidated financial statements from March 11, 2016. The fair value of the intangible assets, consisting of customer relationships and completed technology, was determined using the income approach. Specifically, the excess earnings method was utilized for the customer relationships, and the cost savings method was utilized for the completed technology. The customer relationships are amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. Completed technology is amortized based on a straight-line basis. The customer relationships are amortized over an estimated life of approximately thirteen years and completed technology is amortized over an estimated life of approximately four years, in each case the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill and is tax deductible.
The following summarizes the preliminary allocation of the purchase price for the acquisition of Citigroup AIS (in thousands):
|
|
Citigroup AIS |
|
|
Accounts receivable |
|
$ |
57,789 |
|
Fixed assets |
|
|
92 |
|
Other assets |
|
|
1,856 |
|
Acquired client relationships and contracts |
|
|
124,600 |
|
Completed technology |
|
|
44,600 |
|
Goodwill |
|
|
99,494 |
|
Deferred revenue |
|
|
(3,910 |
) |
Other liabilities assumed |
|
|
(6,563 |
) |
Consideration paid, net of cash acquired |
|
$ |
317,958 |
|
The fair value of acquired accounts receivable balances for Citigroup AIS approximates the contractual amounts due from acquired customers, except for approximately $1.7 million of contractual amounts that are not expected to be collected as of the acquisition date and that were also reserved by Citigroup AIS.
The Company reported revenues totaling $65.1 million from Citigroup AIS from its acquisition date through June 30, 2016.
The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisition of Citigroup AIS occurred on January 1, 2015 and acquisitions of Primatics Financial, Varden Technologies and Advent Software, Inc. occurred on January 1, 2014. 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.
10
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
|||||||||||
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Revenues |
|
$ |
381,246 |
|
|
$ |
392,392 |
|
|
$ |
764,155 |
|
|
$ |
777,016 |
|
Net income |
|
$ |
34,756 |
|
|
$ |
3,942 |
|
|
$ |
53,995 |
|
|
$ |
854 |
|
Basic earnings per share |
|
$ |
0.17 |
|
|
$ |
0.02 |
|
|
$ |
0.27 |
|
|
$ |
0.01 |
|
Basic weighted average number of common shares outstanding |
|
|
198,765 |
|
|
|
170,810 |
|
|
|
198,143 |
|
|
|
169,674 |
|
Diluted earnings per share |
|
$ |
0.17 |
|
|
$ |
0.02 |
|
|
$ |
0.26 |
|
|
$ |
0.00 |
|
Diluted weighted average number of common and common equivalent shares outstanding |
|
|
204,916 |
|
|
|
179,104 |
|
|
|
204,596 |
|
|
|
177,974 |
|
Note 8—Commitments and Contingencies
Several actions (the "Millennium Actions") were filed in various jurisdictions against the Company's subsidiaries, GlobeOp Financial Services Ltd and GlobeOp Financial Services LLC ("GlobeOp"), alleging claims and damages with respect to a valuation agent services agreement performed by GlobeOp for the Millennium Global Emerging Credit Fund, Ltd. and Millennium Global Emerging Credit Master Fund Ltd. All claims related to the Millennium Actions have been settled or resolved in favor of GlobeOp and the litigation is concluded.
In addition to the foregoing legal proceedings, from time to time, the Company is subject to other legal proceedings and claims. In the opinion of the Company's management, the Company is not involved in any other such litigation or proceedings with third parties that management believes would have a material adverse effect on the Company or its business.
Note 9—Supplemental Guarantor Financial Statements
On July 8, 2015, the Company issued $600.0 million aggregate principal amount 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 subsidiaries of the Company that guarantee the Company’s Senior Secured Credit Facilities (collectively “Guarantors”). All of 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 Senior Secured Credit Facilities. 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.
11
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Condensed consolidating financial information as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):
|
|
June 30, 2016 |
|
|||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Cash and cash equivalents |
|
$ |
— |
|
|
$ |
24,753 |
|
|
$ |
70,469 |
|
|
$ |
— |
|
|
$ |
95,222 |
|
Accounts receivable, net |
|
|
— |
|
|
|
176,884 |
|
|
|
62,544 |
|
|
|
— |
|
|
|
239,428 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
21,254 |
|
|
|
11,344 |
|
|
|
— |
|
|
|
32,598 |
|
Prepaid income taxes |
|
|
— |
|
|
|
41,256 |
|
|
|
— |
|
|
|
(1,937 |
) |
|
|
39,319 |
|
Restricted cash |
|
|
— |
|
|
|
2,490 |
|
|
|
328 |
|
|
|
— |
|
|
|
2,818 |
|
Net property, plant and equipment |
|
|
— |
|
|
|
30,704 |
|
|
|
38,853 |
|
|
|
— |
|
|
|
69,557 |
|
Investment in subsidiaries |
|
|
2,798,897 |
|
|
|
764,004 |
|
|
|
— |
|
|
|
(3,562,901 |
) |
|
|
— |
|
Intercompany receivables |
|
|
— |
|
|
|
136,630 |
|
|
|
47,768 |
|
|
|
(184,398 |
) |
|
|
— |
|
Deferred income taxes, long-term |
|
|
— |
|
|
|
— |
|
|
|
2,018 |
|
|
|
— |
|
|
|
2,018 |
|
Goodwill, intangible and other assets, net |
|
|
— |
|
|
|
3,966,829 |
|
|
|
1,241,050 |
|
|
|
— |
|
|
|
5,207,879 |
|
Total assets |
|
$ |
2,798,897 |
|
|
$ |
5,164,804 |
|
|
$ |
1,474,374 |
|
|
$ |
(3,749,236 |
) |
|
$ |
5,688,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
|
— |
|
|
|
16,166 |
|
|
|
14,712 |
|
|
|
— |
|
|
|
30,878 |
|
Accounts payable |
|
|
— |
|
|
|
13,028 |
|
|
|
7,005 |
|
|
|
— |
|
|
|
20,033 |
|
Accrued expenses |
|
|
16,157 |
|
|
|
71,968 |
|
|
|
36,061 |
|
|
|
— |
|
|
|
124,186 |
|
Income taxes payable |
|
|
— |
|
|
|
— |
|
|
|
1,937 |
|
|
|
(1,937 |
) |
|
|
— |
|
Deferred revenue |
|
|
— |
|
|
|
214,246 |
|
|
|
24,539 |
|
|
|
— |
|
|
|
238,785 |
|
Long-term debt, net of current portion |
|
|
600,000 |
|
|
|
1,535,644 |
|
|
|
434,327 |
|
|
|
— |
|
|
|
2,569,971 |
|
Other long-term liabilities |
|
|
— |
|
|
|
40,020 |
|
|
|
21,895 |
|
|
|
— |
|
|
|
61,915 |
|
Intercompany payables |
|
|
18,310 |
|
|
|
47,769 |
|
|
|
118,319 |
|
|
|
(184,398 |
) |
|
|
— |
|
Deferred income taxes, long-term |
|
|
— |
|
|
|
427,066 |
|
|
|
51,575 |
|
|
|
— |
|
|
|
478,641 |
|
Total liabilities |
|
|
634,467 |
|
|
|
2,365,907 |
|
|
|
710,370 |
|
|
|
(186,335 |
) |
|
|
3,524,409 |
|
Total stockholders’ equity |
|
|
2,164,430 |
|
|
|
2,798,897 |
|
|
|
764,004 |
|
|
|
(3,562,901 |
) |
|
|
2,164,430 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,798,897 |
|
|
$ |
5,164,804 |
|
|
$ |
1,474,374 |
|
|
$ |
(3,749,236 |
) |
|
$ |
5,688,839 |
|
12
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
|
December 31, 2015 |
|
||||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Cash and cash equivalents |
|
$ |
— |
|
|
$ |
360,583 |
|
|
$ |
73,576 |
|
|
$ |
— |
|
|
$ |
434,159 |
|
Accounts receivable, net |
|
|
— |
|
|
|
127,446 |
|
|
|
42,505 |
|
|
|
— |
|
|
|
169,951 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
15,920 |
|
|
|
11,591 |
|
|
|
— |
|
|
|
27,511 |
|
Prepaid income taxes |
|
|
— |
|
|
|
38,155 |
|
|
|
2,472 |
|
|
|
— |
|
|
|
40,627 |
|
Restricted cash |
|
|
— |
|
|
|
2,490 |
|
|
|
328 |
|
|
|
— |
|
|
|
2,818 |
|
Net property, plant and equipment |
|
|
— |
|
|
|
31,940 |
|
|
|
35,203 |
|
|
|
— |
|
|
|
67,143 |
|
Investment in subsidiaries |
|
|
2,722,452 |
|
|
|
654,278 |
|
|
|
— |
|
|
|
(3,376,730 |
) |
|
|
— |
|
Intercompany receivables |
|
|
— |
|
|
|
100,992 |
|
|
|
34,220 |
|
|
|
(135,212 |
) |
|
|
— |
|
Deferred income taxes, long-term |
|
|
— |
|
|
|
— |
|
|
|
2,199 |
|
|
|
— |
|
|
|
2,199 |
|
Goodwill, intangible and other assets, net |
|
|
— |
|
|
|
3,861,711 |
|
|
|
1,196,123 |
|
|
|
— |
|
|
|
5,057,834 |
|
Total assets |
|
$ |
2,722,452 |
|
|
$ |
5,193,515 |
|
|
$ |
1,398,217 |
|
|
$ |
(3,511,942 |
) |
|
$ |
5,802,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
|
— |
|
|
|
17,243 |
|
|
|
15,038 |
|
|
|
— |
|
|
|
32,281 |
|
Accounts payable |
|
|
— |
|
|
|
7,367 |
|
|
|
4,590 |
|
|
|
— |
|
|
|
11,957 |
|
Accrued expenses |
|
|
17,006 |
|
|
|
84,174 |
|
|
|
47,848 |
|
|
|
— |
|
|
|
149,028 |
|
Income taxes payable |
|
|
— |
|
|
|
— |
|
|
|
1,428 |
|
|
|
— |
|
|
|
1,428 |
|
Deferred revenue |
|
|
— |
|
|
|
202,252 |
|
|
|
19,772 |
|
|
|
— |
|
|
|
222,024 |
|
Long-term debt, net of current portion |
|
|
600,000 |
|
|
|
1,646,396 |
|
|
|
472,674 |
|
|
|
— |
|
|
|
2,719,070 |
|
Other long-term liabilities |
|
|
— |
|
|
|
31,748 |
|
|
|
19,686 |
|
|
|
— |
|
|
|
51,434 |
|
Intercompany payables |
|
|
— |
|
|
|
34,220 |
|
|
|
100,992 |
|
|
|
(135,212 |
) |
|
|
— |
|
Deferred income taxes, long-term |
|
|
— |
|
|
|
447,663 |
|
|
|
61,911 |
|
|
|
— |
|
|
|
509,574 |
|
Total liabilities |
|
|
617,006 |
|
|
|
2,471,063 |
|
|
|
743,939 |
|
|
|
(135,212 |
) |
|
|
3,696,796 |
|
Total stockholders’ equity |
|
|
2,105,446 |
|
|
|
2,722,452 |
|
|
|
654,278 |
|
|
|
(3,376,730 |
) |
|
|
2,105,446 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,722,452 |
|
|
$ |
5,193,515 |
|
|
$ |
1,398,217 |
|
|
$ |
(3,511,942 |
) |
|
$ |
5,802,242 |
|
|
|
For the Three Months Ended June 30, 2016 |
|
|||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Revenues |
|
$ |
— |
|
|
$ |
257,316 |
|
|
$ |
116,184 |
|
|
$ |
(423 |
) |
|
$ |
373,077 |
|
Cost of revenues |
|
|
— |
|
|
|
138,262 |
|
|
|
72,640 |
|
|
|
(423 |
) |
|
|
210,479 |
|
Gross profit |
|
|
— |
|
|
|
119,054 |
|
|
|
43,544 |
|
|
|
— |
|
|
|
162,598 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
— |
|
|
|
21,118 |
|
|
|
7,417 |
|
|
|
— |
|
|
|
28,535 |
|
Research and development |
|
|
— |
|
|
|
28,853 |
|
|
|
11,974 |
|
|
|
— |
|
|
|
40,827 |
|
General and administrative |
|
|
— |
|
|
|
18,602 |
|
|
|
8,597 |
|
|
|
— |
|
|
|
27,199 |
|
Total operating expenses |
|
|
— |
|
|
|
68,573 |
|
|
|
27,988 |
|
|
|
— |
|
|
|
96,561 |
|
Operating income |
|
|
— |
|
|
|
50,481 |
|
|
|
15,556 |
|
|
|
— |
|
|
|
66,037 |
|
Interest expense, net |
|
|
(8,813 |
) |
|
|
(17,548 |
) |
|
|
(6,485 |
) |
|
|
— |
|
|
|
(32,846 |
) |
Other (expense) income, net |
|
|
— |
|
|
|
(17,617 |
) |
|
|
17,629 |
|
|
|
— |
|
|
|
12 |
|
Earnings from subsidiaries |
|
|
37,034 |
|
|
|
23,523 |
|
|
|
— |
|
|
|
(60,557 |
) |
|
|
— |
|
Income before income taxes |
|
|
28,221 |
|
|
|
38,839 |
|
|
|
26,700 |
|
|
|
(60,557 |
) |
|
|
33,203 |
|
Provision for income taxes |
|
|
— |
|
|
|
1,805 |
|
|
|
3,177 |
|
|
|
— |
|
|
|
4,982 |
|
Net income |
|
$ |
28,221 |
|
|
$ |
37,034 |
|
|
$ |
23,523 |
|
|
$ |
(60,557 |
) |
|
$ |
28,221 |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange translation adjustment |
|
|
(26,793 |
) |
|
|
(26,793 |
) |
|
|
(27,221 |
) |
|
|
54,014 |
|
|
|
(26,793 |
) |
Comprehensive income (loss) |
|
$ |
1,428 |
|
|
$ |
10,241 |
|
|
$ |
(3,698 |
) |
|
$ |
(6,543 |
) |
|
$ |
1,428 |
|
13
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
|
|
For the Three Months Ended June 30, 2015 |
|
|||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Revenues |
|
$ |
— |
|
|
$ |
110,497 |
|
|
$ |
102,655 |
|
|
$ |
(384 |
) |
|
$ |
212,768 |
|
Cost of revenues |
|
|
— |
|
|
|
51,035 |
|
|
|
58,852 |
|
|
|
(384 |
) |
|
|
109,503 |
|
Gross profit |
|
|
— |
|
|
|
59,462 |
|
|
|
43,803 |
|
|
|
— |
|
|
|
103,265 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
— |
|
|
|
8,708 |
|
|
|
5,223 |
|
|
|
— |
|
|
|
13,931 |
|
Research and development |
|
|
— |
|
|
|
9,433 |
|
|
|
8,087 |
|
|
|
— |
|
|
|
17,520 |
|
General and administrative |
|
|
— |
|
|
|
8,904 |
|
|
|
4,559 |
|
|
|
— |
|
|
|
13,463 |
|
Total operating expenses |
|
|
— |
|
|
|
27,045 |
|
|
|
17,869 |
|
|
|
— |
|
|
|
44,914 |
|
Operating income |
|
|
— |
|
|
|
32,417 |
|
|
|
25,934 |
|
|
|
— |
|
|
|
58,351 |
|
Interest expense, net |
|
|
— |
|
|
|
(2,570 |
) |
|
|
(2,849 |
) |
|
|
— |
|
|
|
(5,419 |
) |
Other income (expense), net |
|
|
— |
|
|
|
1,431 |
|
|
|
(1,595 |
) |
|
|
— |
|
|
|
(164 |
) |
Earnings from subsidiaries |
|
|
39,128 |
|
|
|
10,475 |
|
|
|
— |
|
|
|
(49,603 |
) |
|
|
— |
|
Income before income taxes |
|
|
39,128 |
|
|
|
41,753 |
|
|
|
21,490 |
|
|
|
(49,603 |
) |
|
|
52,768 |
|
Provision for income taxes |
|
|
— |
|
|
|
2,625 |
|
|
|
11,015 |
|
|
|
— |
|
|
|
13,640 |
|
Net income |
|
$ |
39,128 |
|
|
$ |
39,128 |
|
|
$ |
10,475 |
|
|
$ |
(49,603 |
) |
|
$ |
39,128 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange translation adjustment |
|
|
22,808 |
|
|
|
22,808 |
|
|
|
21,614 |
|
|
|
(44,422 |
) |
|
|
22,808 |
|
Comprehensive income |
|
$ |
61,936 |
|
|
$ |
61,936 |
|
|
$ |
32,089 |
|
|
$ |
(94,025 |
) |
|
$ |
61,936 |
|
|
|
For the Six Months Ended June 30, 2016 |
|
|||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Revenues |
|
$ |
— |
|
|
$ |
476,305 |
|
|
$ |
221,768 |
|
|
$ |
(865 |
) |
|
$ |
697,208 |
|
Cost of revenues |
|
|
— |
|
|
|
251,764 |
|
|
|
136,264 |
|
|
|
(865 |
) |
|
|
387,163 |
|
Gross profit |
|
|
— |
|
|
|
224,541 |
|
|
|
85,504 |
|
|
|
— |
|
|
|
310,045 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
— |
|
|
|
43,865 |
|
|
|
14,531 |
|
|
|
— |
|
|
|
58,396 |
|
Research and development |
|
|
— |
|
|
|
54,218 |
|
|
|
23,056 |
|
|
|
— |
|
|
|
77,274 |
|
General and administrative |
|
|
— |
|
|
|
41,081 |
|
|
|
16,813 |
|
|
|
— |
|
|
|
57,894 |
|
Total operating expenses |
|
|
— |
|
|
|
139,164 |
|
|
|
54,400 |
|
|
|
— |
|
|
|
193,564 |
|
Operating income |
|
|
— |
|
|
|
85,377 |
|
|
|
31,104 |
|
|
|
— |
|
|
|
116,481 |
|
Interest expense, net |
|
|
(17,461 |
) |
|
|
(35,466 |
) |
|
|
(13,008 |
) |
|
|
— |
|
|
|
(65,935 |
) |
Other (expense) income, net |
|
|
— |
|
|
|
(32,017 |
) |
|
|
30,182 |
|
|
|
— |
|
|
|
(1,835 |
) |
Earnings from subsidiaries |
|
|
52,687 |
|
|
|
41,360 |
|
|
|
— |
|
|
|
(94,047 |
) |
|
|
— |
|
Income before income taxes |
|
|
35,226 |
|
|
|
59,254 |
|
|
|
48,278 |
|
|
|
(94,047 |
) |
|
|
48,711 |
|
Provision for income taxes |
|
|
— |
|
|
|
6,567 |
|
|
|
6,918 |
|
|
|
— |
|
|
|
13,485 |
|
Net income |
|
$ |
35,226 |
|
|
$ |
52,687 |
|
|
$ |
41,360 |
|
|
$ |
(94,047 |
) |
|
$ |
35,226 |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange translation adjustment |
|
|
(17,472 |
) |
|
|
(17,472 |
) |
|
|
(22,449 |
) |
|
|
39,921 |
|
|
|
(17,472 |
) |
Comprehensive income |
|
$ |
17,754 |
|
|
$ |
35,215 |
|
|
$ |
18,911 |
|
|
$ |
(54,126 |
) |
|
$ |
17,754 |
|
14
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
|
|
For the Six Months Ended June 30, 2015 |
|
|||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Revenues |
|
$ |
— |
|
|
$ |
216,325 |
|
|
$ |
202,979 |
|
|
$ |
(801 |
) |
|
$ |
418,503 |
|
Cost of revenues |
|
|
— |
|
|
|
101,075 |
|
|
|
121,536 |
|
|
|
(801 |
) |
|
|
221,810 |
|
Gross profit |
|
|
— |
|
|
|
115,250 |
|
|
|
81,443 |
|
|
|
— |
|
|
|
196,693 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
— |
|
|
|
17,068 |
|
|
|
10,250 |
|
|
|
— |
|
|
|
27,318 |
|
Research and development |
|
|
— |
|
|
|
18,730 |
|
|
|
18,398 |
|
|
|
— |
|
|
|
37,128 |
|
General and administrative |
|
|
— |
|
|
|
20,412 |
|
|
|
10,351 |
|
|
|
— |
|
|
|
30,763 |
|
Total operating expenses |
|
|
— |
|
|
|
56,210 |
|
|
|
38,999 |
|
|
|
— |
|
|
|
95,209 |
|
Operating income |
|
|
— |
|
|
|
59,040 |
|
|
|
42,444 |
|
|
|
— |
|
|
|
101,484 |
|
Interest expense, net |
|
|
— |
|
|
|
(5,323 |
) |
|
|
(5,696 |
) |
|
|
— |
|
|
|
(11,019 |
) |
Other income (expense), net |
|
|
— |
|
|
|
1,103 |
|
|
|
(2,774 |
) |
|
|
— |
|
|
|
(1,671 |
) |
Earnings from subsidiaries |
|
|
65,374 |
|
|
|
26,952 |
|
|
|
— |
|
|
|
(92,326 |
) |
|
|
— |
|
Income before income taxes |
|
|
65,374 |
|
|
|
81,772 |
|
|
|
33,974 |
|
|
|
(92,326 |
) |
|
|
88,794 |
|
Provision for income taxes |
|
|
— |
|
|
|
16,398 |
|
|
|
7,022 |
|
|
|
— |
|
|
|
23,420 |
|
Net income |
|
$ |
65,374 |
|
|
$ |
65,374 |
|
|
$ |
26,952 |
|
|
$ |
(92,326 |
) |
|
$ |
65,374 |
|
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange translation adjustment |
|
|
(13,411 |
) |
|
|
(13,411 |
) |
|
|
(7,601 |
) |
|
|
21,012 |
|
|
|
(13,411 |
) |
Comprehensive income |
|
$ |
51,963 |
|
|
$ |
51,963 |
|
|
$ |
19,351 |
|
|
$ |
(71,314 |
) |
|
$ |
51,963 |
|
15
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
|
|
For the Six Months Ended June 30, 2016 |
|
|||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Cash Flow from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
35,226 |
|
|
$ |
52,687 |
|
|
$ |
41,360 |
|
|
$ |
(94,047 |
) |
|
$ |
35,226 |
|
Non-cash adjustments |
|
|
— |
|
|
|
70,450 |
|
|
|
29,806 |
|
|
|
— |
|
|
|
100,256 |
|
Intercompany transactions |
|
|
18,310 |
|
|
|
(11,902 |
) |
|
|
(6,408 |
) |
|
|
— |
|
|
|
— |
|
Earnings from subsidiaries |
|
|
(52,687 |
) |
|
|
(41,360 |
) |
|
|
— |
|
|
|
94,047 |
|
|
|
— |
|
Changes in operating assets and liabilities |
|
|
(849 |
) |
|
|
14,399 |
|
|
|
(9,696 |
) |
|
|
— |
|
|
|
3,854 |
|
Net cash provided by operating activities |
|
|
— |
|
|
|
84,274 |
|
|
|
55,062 |
|
|
|
— |
|
|
|
139,336 |
|
Cash Flow from Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
— |
|
|
|
(5,080 |
) |
|
|
(8,513 |
) |
|
|
— |
|
|
|
(13,593 |
) |
Proceeds from sale of property and equipment |
|
|
— |
|
|
|
95 |
|
|
|
(52 |
) |
|
|
— |
|
|
|
43 |
|
Cash paid for business acquisitions, net of cash acquired |
|
|
— |
|
|
|
(219,276 |
) |
|
|
(98,278 |
) |
|
|
— |
|
|
|
(317,554 |
) |
Additions to capitalized software |
|
|
— |
|
|
|
(1,879 |
) |
|
|
(1,427 |
) |
|
|
— |
|
|
|
(3,306 |
) |
Purchase of long-term investment |
|
|
— |
|
|
|
(1,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,000 |
) |
Net cash used in investing activities |
|
|
— |
|
|
|
(227,140 |
) |
|
|
(108,270 |
) |
|
|
— |
|
|
|
(335,410 |
) |
Cash Flow from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of debt |
|
|
— |
|
|
|
(115,500 |
) |
|
|
(39,825 |
) |
|
|
— |
|
|
|
(155,325 |
) |
Transactions involving Holding's common stock |
|
|
— |
|
|
|
13,556 |
|
|
|
— |
|
|
|
— |
|
|
|
13,556 |
|
Intercompany transactions |
|
|
— |
|
|
|
(90,798 |
) |
|
|
90,798 |
|
|
|
— |
|
|
|
— |
|
Payment of fees related to refinancing activities |
|
|
— |
|
|
|
(222 |
) |
|
|
— |
|
|
|
— |
|
|
|
(222 |
) |
Net cash (used in) provided by financing activities |
|
|
— |
|
|
|
(192,964 |
) |
|
|
50,973 |
|
|
|
— |
|
|
|
(141,991 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
(872 |
) |
|
|
— |
|
|
|
(872 |
) |
Net decrease in cash and cash equivalents |
|
|
— |
|
|
|
(335,830 |
) |
|
|
(3,107 |
) |
|
|
— |
|
|
|
(338,937 |
) |
Cash and cash equivalents, beginning of period |
|
|
— |
|
|
|
360,583 |
|
|
|
73,576 |
|
|
|
— |
|
|
|
434,159 |
|
Cash and cash equivalents, end of period |
|
$ |
— |
|
|
$ |
24,753 |
|
|
$ |
70,469 |
|
|
$ |
— |
|
|
$ |
95,222 |
|
16
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
|
For the Six Months Ended June 30, 2015 |
|
||||||||||||||||||
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Non-guarantor Subsidiaries |
|
|
Consolidating and Eliminating Adjustments |
|
|
Consolidated |
|
|||||
Cash Flow from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
65,374 |
|
|
$ |
65,374 |
|
|
$ |
26,952 |
|
|
$ |
(92,326 |
) |
|
$ |
65,374 |
|
Non-cash adjustments |
|
|
— |
|
|
|
17,672 |
|
|
|
33,667 |
|
|
|
— |
|
|
|
51,339 |
|
Intercompany transactions |
|
|
— |
|
|
|
10,748 |
|
|
|
(10,748 |
) |
|
|
— |
|
|
|
— |
|
Earnings from subsidiaries |
|
|
(65,374 |
) |
|
|
(26,952 |
) |
|
|
— |
|
|
|
92,326 |
|
|
|
— |
|
Changes in operating assets and liabilities |
|
|
— |
|
|
|
(14,563 |
) |
|
|
(1,428 |
) |
|
|
— |
|
|
|
(15,991 |
) |
Net cash provided by operating activities |
|
|
— |
|
|
|
52,279 |
|
|
|
48,443 |
|
|
|
— |
|
|
|
100,722 |
|
Cash Flow from Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
— |
|
|
|
(2,532 |
) |
|
|
(3,218 |
) |
|
|
— |
|
|
|
(5,750 |
) |
Cash paid for business acquisitions, net of cash acquired |
|
|
— |
|
|
|
— |
|
|
|
(7,863 |
) |
|
|
— |
|
|
|
(7,863 |
) |
Additions to capitalized software |
|
|
— |
|
|
|
(380 |
) |
|
|
(1,412 |
) |
|
|
— |
|
|
|
(1,792 |
) |
Net cash used in investing activities |
|
|
— |
|
|
|
(2,912 |
) |
|
|
(12,493 |
) |
|
|
— |
|
|
|
(15,405 |
) |
Cash Flow from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of debt |
|
|
— |
|
|
|
(137,019 |
) |
|
|
(36,981 |
) |
|
|
— |
|
|
|
(174,000 |
) |
Transactions involving Holding's common stock |
|
|
— |
|
|
|
710,565 |
|
|
|
— |
|
|
|
— |
|
|
|
710,565 |
|
Net cash provided by (used in) financing activities |
|
|
— |
|
|
|
573,546 |
|
|
|
(36,981 |
) |
|
|
— |
|
|
|
536,565 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
(1,651 |
) |
|
|
— |
|
|
|
(1,651 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
— |
|
|
|
622,913 |
|
|
|
(2,682 |
) |
|
|
— |
|
|
|
620,231 |
|
Cash and cash equivalents, beginning of period |
|
|
— |
|
|
|
34,651 |
|
|
|
74,926 |
|
|
|
— |
|
|
|
109,577 |
|
Cash and cash equivalents, end of period |
|
$ |
— |
|
|
$ |
657,564 |
|
|
$ |
72,244 |
|
|
$ |
— |
|
|
$ |
729,808 |
|
17
This Management'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 2015 Form 10-K and the Condensed Consolidated Financial Statements included in this Form 10-Q.
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 2015 Form 10-K. Our critical accounting policies are described in the 2015 Form 10-K and include:
|
· |
Revenue Recognition |
|
· |
Long-Lived Assets, Intangible Assets and Goodwill |
|
· |
Acquisition Accounting |
|
· |
Income Taxes |
Acquisition of Citigroup AIS
On March 11, 2016, we purchased all of the assets of Citigroup AIS for approximately $321.0 million in cash, plus the costs of effecting the transaction and the assumption of certain liabilities, which is discussed in Note 7 to our Condensed Consolidated Financial Statements. Citigroup AIS is a leading provider of hedge fund and private equity fund administration services.
The discussion in this Part I, Item 2 of this Quarterly Report on Form 10-Q includes the operations of Citigroup AIS for the period it was owned by SS&C.
Two-for-One Stock Split
On May 25, 2016, the Company’s Board of Directors approved a two-for-one stock split to be effected in the form of a stock dividend. The record date for the stock split was June 7, 2016 and the payment date was June 24, 2016. All share and per share amounts (other than for our Class A non-voting common stock) have been retroactively restated for all periods presented to reflect the stock split.
Results of Operations
We derive our revenue from two sources: recurring revenues and, to a lesser degree, non-recurring revenues. Recurring revenues consist of software-enabled services and maintenance and term licenses. 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. 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 of professional services and perpetual license fees and tend to fluctuate based on the number of new licensing clients and demand for consulting services. See Reclassifications in Note 1 to our Condensed Consolidated Financial Statements for discussion of the change in revenue presentation compared to prior periods.
18
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 June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software-enabled services |
|
|
65 |
% |
|
|
71 |
% |
|
|
65 |
% |
|
|
72 |
% |
Maintenance and term licenses |
|
|
28 |
|
|
|
18 |
|
|
|
28 |
|
|
|
19 |
|
Total recurring revenues |
|
|
93 |
|
|
|
89 |
|
|
|
93 |
|
|
|
91 |
|
Perpetual licenses |
|
|
2 |
|
|
|
6 |
|
|
|
2 |
|
|
|
4 |
|
Professional services |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Total non-recurring revenues |
|
|
7 |
|
|
|
11 |
|
|
|
7 |
|
|
|
9 |
|
Total revenues |
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
The following table sets forth revenues (dollars in thousands) and percent change in revenues for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Percent Change from Prior Period |
|
|
Six Months Ended June 30, |
|
|
Percent Change from Prior Period |
|
||||||||||||
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software-enabled services |
|
$ |
244,672 |
|
|
$ |
150,123 |
|
|
|
63 |
% |
|
$ |
450,319 |
|
|
$ |
303,690 |
|
|
|
48 |
% |
Maintenance and term licenses |
|
|
103,392 |
|
|
|
38,978 |
|
|
|
165 |
|
|
|
198,512 |
|
|
|
78,952 |
|
|
|
151 |
|
Total recurring revenues |
|
|
348,064 |
|
|
|
189,101 |
|
|
|
84 |
|
|
|
648,831 |
|
|
|
382,642 |
|
|
|
70 |
|
Perpetual licenses |
|
|
5,039 |
|
|
|
12,948 |
|
|
|
(61 |
) |
|
|
10,254 |
|
|
|
16,018 |
|
|
|
(36 |
) |
Professional services |
|
|
19,974 |
|
|
|
10,719 |
|
|
|
86 |
|
|
|
38,123 |
|
|
|
19,843 |
|
|
|
92 |
|
Total non-recurring revenues |
|
|
25,013 |
|
|
|
23,667 |
|
|
|
6 |
|
|
|
48,377 |
|
|
|
35,861 |
|
|
|
35 |
|
Total revenues |
|
$ |
373,077 |
|
|
$ |
212,768 |
|
|
|
75 |
|
|
$ |
697,208 |
|
|
$ |
418,503 |
|
|
|
67 |
|
Three Months Ended June 30, 2016 and 2015. Our revenues increased from the prior year period primarily due to revenues related to our acquisitions of Citigroup AIS in the first quarter of 2016, Primatics in the fourth quarter of 2015 and Varden and Advent in the third quarter of 2015, which contributed $169.2 million in revenues, as well as an increase in demand for our fund administration services. These increases were partially offset by a decrease due to installment payments under a perpetual IP license, which were included in prior period revenues but did not recur in 2016, as well as the unfavorable impact from foreign currency translation of $1.9 million, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Canadian dollar and the Australian dollar. The acquisitions contributed revenues of $90.6 million and $66.7 million to software-enabled services revenues and maintenance and term licenses revenues, respectively, in 2016. These amounts reflect reductions of $8.0 million related to the fair value adjustment of acquired deferred revenue for these acquisitions. The acquisitions contributed revenues of $0.4 million and $11.5 million to perpetual license revenues and professional services revenues, respectively, in 2016. Professional services revenues reflect a reduction of $3.3 million related to the fair value adjustment of acquired deferred revenue related to these acquisitions.
Six Months Ended June 30, 2016 and 2015. Our revenues increased from the prior year period primarily due to revenues related to our acquisitions of Citigroup AIS in the first quarter of 2016, Primatics in the fourth quarter of 2015 and Varden and Advent in the third quarter of 2015, which contributed $285.6 million in revenues, as well as an increase in demand for our fund administration services. These increases were partially offset by a decrease due to installment payments under a perpetual IP license, which were included in prior period revenues but did not recur in 2016, as well as the unfavorable impact from foreign currency translation of $4.9 million, which resulted from the strength of the U.S. dollar relative to currencies such as the Canadian dollar, the British pound and the Australian dollar. The acquisitions contributed revenues of $139.1 million and $123.5 million to software-enabled services revenues and maintenance and term licenses revenues, respectively, in 2016. These amounts reflect reductions of $23.0 million related to the fair value adjustment of acquired deferred revenue for these acquisitions. The acquisitions contributed revenues of $0.9 million and $22.1 million to perpetual license revenues and professional services revenues, respectively, in 2016. Professional services revenues reflect a reduction of $7.3 million related to the fair value adjustment of acquired deferred revenue related to these acquisitions.
19
Cost of recurring revenues consists primarily of costs related to personnel utilized in servicing our software-enabled services and maintenance contracts and amortization of intangible assets. Cost of non-recurring revenues consists primarily of the cost related to personnel utilized 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 June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of software-enabled services |
|
|
60 |
% |
|
|
59 |
% |
|
|
58 |
% |
|
|
58 |
% |
Cost of maintenance and term licenses |
|
|
45 |
|
|
|
32 |
|
|
|
47 |
|
|
|
34 |
|
Total cost of recurring revenues |
|
|
55 |
|
|
|
53 |
|
|
|
54 |
|
|
|
53 |
|
Cost of perpetual licenses |
|
|
13 |
|
|
|
8 |
|
|
|
11 |
|
|
|
13 |
|
Cost of professional services |
|
|
86 |
|
|
|
71 |
|
|
|
86 |
|
|
|
81 |
|
Total cost of non-recurring revenues |
|
|
71 |
|
|
|
36 |
|
|
|
70 |
|
|
|
51 |
|
Total cost of revenues |
|
|
56 |
|
|
|
51 |
|
|
|
56 |
|
|
|
53 |
|
Gross margin percentage |
|
|
44 |
|
|
|
49 |
|
|
|
44 |
|
|
|
47 |
|
The following table sets forth cost of revenues (dollars in thousands) and percent change in cost of revenues for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Percent Change from Prior Period |
|
|
Six Months Ended June 30, |
|
|
Percent Change from Prior Period |
|
||||||||||||
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
||||||
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of software-enabled services |
|
$ |
146,243 |
|
|
$ |
88,548 |
|
|
|
65 |
% |
|
$ |
259,971 |
|
|
$ |
177,150 |
|
|
|
47 |
% |
Cost of maintenance and term licenses |
|
|
46,460 |
|
|
|
12,338 |
|
|
|
277 |
|
|
|
93,406 |
|
|
|
26,505 |
|
|
|
252 |
|
Total cost of recurring revenues |
|
|
192,703 |
|
|
|
100,886 |
|
|
|
91 |
|
|
|
353,377 |
|
|
|
203,655 |
|
|
|
74 |
|
Cost of perpetual licenses |
|
|
643 |
|
|
|
1,021 |
|
|
|
(37 |
) |
|
|
1,141 |
|
|
|
2,045 |
|
|
|
(44 |
) |
Cost of professional services |
|
|
17,133 |
|
|
|
7,596 |
|
|
|
126 |
|
|
|
32,645 |
|
|
|
16,110 |
|
|
|
103 |
|
Total cost of non-recurring revenues |
|
|
17,776 |
|
|
|
8,617 |
|
|
|
106 |
|
|
|
33,786 |
|
|
|
18,155 |
|
|
|
86 |
|
Total cost of revenues |
|
$ |
210,479 |
|
|
$ |
109,503 |
|
|
|
92 |
|
|
$ |
387,163 |
|
|
$ |
221,810 |
|
|
|
75 |
|
Three and Six Months Ended June 30, 2016 and 2015. Our total cost of revenues increased primarily due to our acquisitions of Citigroup AIS, Primatics, Varden and Advent, which added costs of $99.6 million and $166.7 million for the three and six months ended June 30, 2016, respectively. Additionally, total cost of revenues increased $2.9 million and $2.2 million for the three and six months ended June 30, 2016, respectively, to support revenue growth, partially offset by the favorable impact from foreign currency translation of $1.5 million and $3.5 million for the three and six months ended June 30, 2016, respectively, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Canadian dollar and the Indian Rupee.
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.
20
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 June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
8 |
% |
|
|
7 |
% |
|
|
9 |
% |
|
|
7 |
% |
Research and development |
|
|
11 |
|
|
|
8 |
|
|
|
11 |
|
|
|
9 |
|
General and administrative |
|
|
7 |
|
|
|
6 |
|
|
|
8 |
|
|
|
7 |
|
Total operating expenses |
|
|
26 |
|
|
|
21 |
|
|
|
28 |
|
|
|
23 |
|
The following table sets forth operating expenses (dollars in thousands) and percent change in operating expenses for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Percent Change from Prior Period |
|
|
Six Months Ended June 30, |
|
|
Percent Change from Prior Period |
|
||||||||||||
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
$ |
28,535 |
|
|
$ |
13,931 |
|
|
|
105 |
% |
|
$ |
58,396 |
|
|
$ |
27,318 |
|
|
|
114 |
% |
Research and development |
|
|
40,827 |
|
|
|
17,520 |
|
|
|
133 |
|
|
|
77,274 |
|
|
|
37,128 |
|
|
|
108 |
|
General and administrative |
|
|
27,199 |
|
|
|
13,463 |
|
|
|
102 |
|
|
|
57,894 |
|
|
|
30,763 |
|
|
|
88 |
|
Total operating expenses |
|
$ |
96,561 |
|
|
$ |
44,914 |
|
|
|
115 |
|
|
$ |
193,564 |
|
|
$ |
95,209 |
|
|
|
103 |
|
Three and Six Months Ended June 30, 2016 and 2015. The increase in total operating expenses was primarily due to our acquisitions of Citigroup AIS, Primatics, Advent and Varden, which added expenses of $47.1 million and $94.7 million for the three and six months ended June 30, 2016, respectively. Included in those costs are charges of $0.7 million and $5.7 million related to the elimination of redundant positions within the acquired businesses and an increase in stock-based compensation expense of $5.2 million and $10.7 million for the three and six months ended June 30, 2016, respectively. Additionally, total operating expenses includes the favorable impact from foreign currency translation of $0.8 million and $1.7 million, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Canadian dollar and the Indian Rupee.
Comparison of the Three and Six Months Ended June 30, 2016 and 2015 for Interest, Taxes and Other
Interest expense, net. We had net interest expense of $32.8 million and $65.9 million for the three and six months ended June 30, 2016, respectively, compared to $5.4 million and $11.0 million for the three and six months ended June 30, 2015, respectively. The increase in interest expense in 2016 reflects incremental borrowings under the Credit Agreement and Senior Notes in connection with our acquisition of Advent during the third quarter of 2015, which resulted in a higher debt balance. These facilities are discussed further in “Liquidity and Capital Resources”.
Other income (expense), net. Other income (expense), net for 2016 and 2015 consisted primarily of foreign currency transaction losses.
Provision for Income Taxes. The following table sets forth the provision for income taxes (dollars in thousands) and effective tax rates for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Provision for income taxes |
|
$ |
4,982 |
|
|
$ |
13,640 |
|
|
$ |
13,485 |
|
|
$ |
23,420 |
|
Effective tax rate |
|
|
15 |
% |
|
|
26 |
% |
|
|
28 |
% |
|
|
26 |
% |
Our June 30, 2016 and 2015 effective tax rates differ from the statutory rate primarily due to the effect of our foreign operations. The decrease in rate for the three months ended June 30, 2016 was primarily due to a decrease in pre-tax income from domestic operations taxed at a high statutory rate. The increase in rate for the six months ended June 30, 2016 was primarily due to the unfavorable impact of a change in state apportionment on our domestic deferred tax liabilities as a result of the acquisition of
21
Citigroup AIS during the first quarter, partially offset by the beneficial impact of a decrease 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. While we have income from multiple foreign sources, the majority of our non-U.S. operations are in Canada, India and the United Kingdom, where we anticipate the statutory rates to be 26.5%, 34.6% and 20.0%, respectively, in 2016. The consolidated expected effective tax rate for the year ended December 31, 2016 is forecasted to be between 19% and 21%. 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 and to acquire complementary businesses or assets. We expect our cash on hand, cash flows from operations, and availability under the Revolving Credit Facility in our 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.
In March 2016, we purchased all of the assets of Citigroup AIS for approximately $321.0 million in cash, plus the costs of effecting the transaction and the assumption of certain liabilities. We funded the acquisition with cash on hand.
In 2016, we paid quarterly cash dividends of $0.0625 per share of common stock on March 15, 2016 and June 15, 2016 to stockholders of record as of the close of business on March 7, 2016 and June 1, 2016, respectively, totaling $24.8 million.
Our cash and cash equivalents at June 30, 2016 were $95.2 million, a decrease of $339.0 million from $434.2 million at December 31, 2015. The decrease in cash is primarily due to cash used for acquisitions, repayments of debt, payment of dividends and capital expenditures. These decreases were partially offset by cash provided by operations, proceeds from stock option exercises and the related income tax benefits.
Net cash provided by operating activities was $139.3 million for the six months ended June 30, 2016. Cash provided by operating activities primarily resulted from net income of $35.2 million adjusted for non-cash items of $100.3 million and by changes in our working capital accounts (excluding the effect of acquisitions) totaling $3.8 million. The changes in our working capital accounts were driven by a change in income taxes prepaid and payable and increases in deferred revenues and accounts payable. These changes were partially offset by a decrease in accrued expenses and increases in accounts receivable and prepaid expenses and other assets. The increase in deferred revenues was primarily due to the collection of annual maintenance fees. The increase in accounts payable was primarily due to the timing of payments. The increase in accounts receivable was primarily due to an increase in days’ sales outstanding related to receivables within recently acquired businesses. The decrease in accrued expenses was primarily due to the payment of annual employee bonuses in the first quarter of 2016.
Investing activities used net cash of $335.4 million for the six months ended June 30, 2016, primarily related to cash paid of $317.6 million (net of cash received) for the acquisition of Citigroup AIS in the first quarter of 2016, $13.6 million in capital expenditures and $3.3 million in capitalized software.
Financing activities used net cash of $142.0 million in for the six months ended June 30, 2016, representing repayments of debt totaling $155.3 million, $24.8 million in quarterly dividends paid and $4.6 million in withholding taxes paid related to equity award net share settlements. These payments were partially offset by proceeds of $19.2 million from stock option exercises and income tax windfall benefits of $23.8 million related to the exercise of stock options.
We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At June 30, 2016, we held approximately $65.9 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for U.S. income taxes had been made. At June 30, 2016, we held approximately $60.4 million in cash that was available to our foreign borrowers under our credit facility and will be used to facilitate debt servicing of those entities. At June 30, 2016, we held approximately $17.5 million in cash at our Indian operations that if repatriated to our foreign debt holder would incur distribution taxes of approximately $3.0 million.
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.
22
Senior Secured Credit Facilities
On July 8, 2015, in connection with our acquisition of Advent, we entered into a Credit Agreement with SS&C, SS&C European Holdings S.A.R.L., an indirect wholly-owned subsidiary of SS&C, or SS&C Sarl, and SS&C Technologies Holdings Europe S.A.R.L., an indirect wholly-owned subsidiary of SS&C, or SS&C Tech Sarl as the borrowers. The Credit Agreement has four tranches of term loans, or together the Term Loans: (i) a $98 million term A-1 facility with a five year term for borrowings by SS&C Sarl, or Term A-1 Loan; (ii) a $152 million term A-2 facility with a five year term for borrowings by SS&C Tech Sarl, or Term A-2 Loan; (iii) a $1.82 billion term B-1 facility with a seven year term for borrowings by SS&C, or Term B-1 Loan; and (iv) a $410 million term B-2 facility with a seven year term for borrowings by SS&C Sarl, or Term B-2 Loan.
In addition, the Credit Agreement has a revolving credit facility with a five year term available for borrowings by SS&C with $150 million in commitments, or the Revolving Credit Facility. The Revolving Credit Facility contains a $25 million letter of credit sub-facility.
The Term Loans and Revolving Credit Facility, together, the Senior Secured Credit Facilities bear interest, at the election of the borrowers, at the base rate (as defined in the Credit Agreement) or LIBOR, plus the applicable interest rate margin for the credit facility. The Term A-1 Loan, Term A-2 Loan and the Revolving Credit Facility initially bear interest at either LIBOR plus 2.75% or at the base rate plus 1.75%, and are subject to a step-down at any time SS&C’s consolidated net senior secured leverage ratio is less than 3.0 times, to 2.50% in the case of the LIBOR margin and 1.50% in the case of the base rate margin. The Term B-1 Loan and Term B-2 Loan initially bear interest at either LIBOR plus 3.25%, with LIBOR subject to a 0.75% floor, or at the base rate plus 2.25%, and are subject to a step-down at any time SS&C’s consolidated net leverage ratio is less than 4.0 times, to 3.00% in the case of the LIBOR margin and 2.00% in the case of the base rate margin.
A portion of the initial proceeds from the Term Loans was used to satisfy the consideration required to fund the acquisition of Advent and to repay all amounts outstanding under our then-existing credit facility, or Prior Facility, which was subsequently terminated. At the time of the termination of the Prior Facility, all liens and other security interests that SS&C had granted to the lenders under the Prior Facility were released.
As of June 30, 2016, there was $94.3 million in principal amount outstanding under the Term A-1 Loan, $146.3 million in principal amount outstanding under the Term A-2 Loan, $1,604.5 million in principal amount outstanding under the Term B-1 Loan and $219.6 million in principal amount outstanding under the Term B-2 Loan. As of June 30, 2016, there was no principal amount drawn under the Revolving Credit Facility.
We are required to make scheduled quarterly payments of 0.25% of the original principal amount of the Term B-1 Loan and Term B-2 Loan, 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 A-1 Loan and Term A-2 Loan until September 30, 2017 and quarterly payments of 2.50% of the original principal amount of the Term A-1 Loan and Term A-2 Loan from December 31, 2017 until June 30, 2020 with the balance due and payable on the fifth anniversary of the incurrence thereof. No amortization is required under the Revolving Credit Facility.
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-1 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 A-1 Loan, the Term A-2 Loan and the Term B-2 Loan.
The obligations of the U.S. loan parties under the Credit Agreement 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 Credit Agreement are secured by substantially all of Holdings’ 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’ wholly-owned restricted subsidiaries (with customary exceptions and limitations).
The Credit Agreement 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. In addition, the Credit Agreement contains a financial covenant
23
requiring us to maintain a consolidated net senior secured leverage ratio. As of June 30, 2016, we were in compliance with the financial and non-financial covenants.
Senior Notes
On July 8, 2015, in connection with the acquisition of Advent, we issued $600.0 million aggregate principal amount of 5.875% Senior Notes due 2023. The Senior Notes are guaranteed by SS&C and each of our wholly-owned domestic subsidiaries that borrows or guarantees obligations under the Credit Agreement. The guarantees are full and unconditional and joint and several. The Senior Notes are unsecured senior obligations that are equal in right of payments to all existing and future senior debt, including the Credit Agreement.
On April 20, 2016, we commenced an offer to exchange for the Senior Notes, new notes identical in all material respects to the Senior Notes, except that the new notes have been registered under the Securities Act of 1933. The exchange offer expired on May 18, 2016 and 100% of the Senior Notes were exchanged for the new notes.
At any time after July 15, 2018, 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. At any time on or before July 15, 2018, we may to redeem up to 35% of the aggregate principal amount of the Senior Notes at a redemption price equal to 105.875% 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 restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, engage in mergers or acquisitions or engage in transactions with our affiliates.
As of June 30, 2016, there were $600.0 million in principal amount of Senior Notes outstanding.
Covenant Compliance
Under the Credit Agreement, we are required to satisfy and maintain a specified financial ratio. 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 covenants could result in an event of default under the Credit Agreement. Upon the occurrence of any event of default under the Credit Agreement, the lenders could elect to declare all amounts outstanding under the Credit Agreement to be immediately due and payable and terminate all commitments to extend further credit.
Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in the Credit Agreement, which is a 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 Credit Agreement. 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 Credit Agreement.
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 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 Credit Agreement would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the 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 Credit Agreement 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.
24
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 any attribution of costs to our operations related to our investments and capital expenditures through depreciation and amortization charges; |
|
· |
Consolidated EBITDA does not reflect the cost of compensation we provide to our employees in the form of stock option awards; and |
|
· |
Consolidated EBITDA excludes expenses that we believe are unusual or non-recurring, but which others may believe are normal expenses for the operation of a business. |
The following is a reconciliation of net income to Consolidated EBITDA as defined in our senior credit facility.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
Twelve Months Ended June 30, |
|
|||||||||||
(in thousands) |
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|||||
Net income |
|
$ |
28,221 |
|
|
$ |
39,128 |
|
|
$ |
35,226 |
|
|
$ |
65,374 |
|
|
$ |
12,714 |
|
Interest expense, net |
|
|
32,846 |
|
|
|
5,419 |
|
|
|
65,935 |
|
|
|
11,019 |
|
|
|
162,690 |
|
Income tax provision |
|
|
4,982 |
|
|
|
13,640 |
|
|
|
13,485 |
|
|
|
23,420 |
|
|
|
8,045 |
|
Depreciation and amortization |
|
|
58,167 |
|
|
|
26,107 |
|
|
|
113,440 |
|
|
|
52,103 |
|
|
|
212,171 |
|
EBITDA |
|
|
124,216 |
|
|
|
84,294 |
|
|
|
228,086 |
|
|
|
151,916 |
|
|
|
395,620 |
|
Stock-based compensation |
|
|
12,566 |
|
|
|
4,208 |
|
|
|
27,913 |
|
|
|
8,314 |
|
|
|
63,678 |
|
Capital-based taxes |
|
|
— |
|
|
|
(636 |
) |
|
|
472 |
|
|
|
(636 |
) |
|
|
1,936 |
|
Acquired EBITDA and cost savings (1) |
|
|
1,046 |
|
|
|
389 |
|
|
|
5,814 |
|
|
|
2,156 |
|
|
|
28,468 |
|
Unusual or non-recurring charges (2) |
|
|
1,289 |
|
|
|
1,158 |
|
|
|
6,754 |
|
|
|
10,250 |
|
|
|
22,652 |
|
Purchase accounting adjustments (3) |
|
|
8,630 |
|
|
|
302 |
|
|
|
24,258 |
|
|
|
699 |
|
|
|
73,486 |
|
Other (4) |
|
|
769 |
|
|
|
47 |
|
|
|
1,553 |
|
|
|
142 |
|
|
|
2,940 |
|
Consolidated EBITDA |
|
$ |
148,516 |
|
|
$ |
89,762 |
|
|
$ |
294,850 |
|
|
$ |
172,841 |
|
|
$ |
588,780 |
|
________________________
(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) |
Unusual or non-recurring charges include foreign currency gains and losses, severance expenses, acquisition expenses and other one-time expenses, such as expenses associated with the facilities consolidations, the sale of fixed assets and proceeds from legal and other settlements. |
(3) |
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 and (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. |
(4) |
Other includes the non-cash portion of straight-line rent expense. |
Our covenant requirement for net senior secured leverage ratio and the actual ratio as of June 30, 2016 are as follows:
|
|
Covenant Requirement |
|
Actual Ratio |
Maximum consolidated net senior secured leverage to Consolidated EBITDA ratio(1) |
|
5.50x |
|
3.35x |
25
(1) |
Calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, to Consolidated EBITDA, as defined by the Credit Agreement, 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. |
Recent Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of this ASU are effective for years beginning after December 15, 2016. Early application is permitted. We are currently evaluating the impact of this ASU.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with 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 asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU. The provisions of this ASU are effective for years beginning after December 15, 2018. We are currently evaluating the impact of this ASU.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU establishes specific guidance to an organization’s management on their responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The provisions of ASU 2014-15 are effective for interim and annual periods beginning after December 15, 2016. This ASU is not expected to have an impact on our financial position, results of operations or cash flows.
In May 2014, the FASB issued ASU No. 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 No. 2015-14, deferring the effective date by one year for ASU No. 2014-09. The provisions of ASU No. 2014-09 will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. We are currently evaluating the impact of this standard on our financial position, results of operations and cash flows.
We do not use derivative financial instruments for trading or speculative purposes. We have 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.
At June 30, 2016, we had total debt of $2,664.7 million, including $2,064.7 million of variable interest rate debt. As of June 30, 2016, a 1% increase in interest rates would result in an increase in interest expense of approximately $15.4 million per year.
During the six months ended June 30, 2016, approximately 26% 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. 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 six months ended June 30, 2016. 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 result of our acquisitions and changes in our operations. We do not enter into any market risk sensitive instruments for trading purposes.
26
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.
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 June 30, 2016. 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 June 30, 2016, 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 June 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The information regarding certain legal proceedings in which we are involved as set forth in Note 8 – 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.
During the three months ended June 30, 2016, we repurchased 322 shares of our common stock in connection with employee tax withholding obligations for vested restricted stock awards. The following is a summary of the repurchases of our common stock in the second quarter of 2016:
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 |
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under Plans or Programs |
|
||||
April 1, 2016 – April 30, 2016 |
|
322 |
|
|
$ |
31.40 |
|
|
|
— |
|
|
$ |
— |
|
|
May 1, 2016 – May 31, 2016 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
June 1, 2016 – June 30, 2016 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Total |
|
322 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
(1)Information is based on settlement dates of repurchase transactions.
|
(2) |
Consists of shares of our common stock, par value $0.01 per share. Pursuant to certain restricted stock awards, we allow the surrender of restricted shares by certain employees to satisfy statutory tax withholding obligations on vested restricted stock awards. |
27
The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed as part of this Report.
28
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. |
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By: |
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/s/ Patrick J. Pedonti |
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Patrick J. Pedonti Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer) |
Date: August 5, 2016
29
Exhibit |
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Description of Exhibit |
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3.1 |
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Amended and Restated Certificate of Incorporation of SS&C Technologies Holdings, Inc. |
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10.1 |
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Amended and Restated 2014 Stock Incentive Plan of SS&C Technologies Holdings, Inc. is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 26, 2016 |
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31.1 |
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Certifications of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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|
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31.2 |
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Certifications of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32 |
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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) |
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101.INS |
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XBRL Instance Document.* |
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101.SCH |
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XBRL Taxonomy Extension Schema Document.* |
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101.CAL |
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XBRL Taxonomy Calculation Linkbase Document.* |
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101.LAB |
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XBRL Taxonomy Label Linkbase Document.* |
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|
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101.PRE |
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XBRL Taxonomy Presentation Linkbase Document.* |
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|
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document.* |
* |
submitted electronically herewith |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 and (iv) Notes to Condensed Consolidated Financial Statements.
30
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION OF
SS&C TECHNOLOGIES HOLDINGS, INC.
(originally incorporated on July 26, 2005 under the name Sunshine Acquisition Corporation) FIRST: The name of the Corporation is SS&C Technologies Holdings, Inc.
SECOND: The address of the Corporation's registered office in the State of Delaware is
2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 110,000,000 shares, consisting of (i) 100,000,000 shares of Common Stock, $0.01 par value per share ("Common Stock"), (ii) 5,000,000 shares of Class A NonVoting Common Stock, $0.01 par value per share ("Class A Common Stock"), and
(iii) 5,000,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock").
The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
ACOMMON STOCK AND CLASS A COMMON STOCK.
Stock and the Class A Common Stock shall have the same rights, preferences, privileges and restrictions and shall rank equally, share ratably and be identical in all respects as to all matters. The voting, dividend and liquidation rights of the holders of the Common Stock and Class A Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.
2. Voting. The holders of the Common Stock shall have voting rights at all
meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporation of the
Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together
as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation. There shall be no cumulative voting. The Class A Common Stock shall not be entitled to vote except as otherwise specifically required by law.
The number of authorized shares of each of the Common Stock and Class A Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
3. Dividends. Dividends may be declared and paid on the Common Stock and Class A Common Stock from funds lawfully available therefor as and when determined by the Board
of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock. Any dividends declared by the Board of Directors to the holders of the then outstanding shares of Common Stock or Class A Common Stock, as applicable, shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock or Class
A Common Stock, as applicable, held by each such holder as of the record date of such dividend.
The Common Stock shall not be changed into a different number of shares of Common Stock or the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, recapitalization, stock dividend or otherwise, unless there is a simultaneous and proportionate change to the outstanding shares of Class A Common Stock. The Class A Common Stock shall not be changed into a different number of shares of Class A Common Stock or the same or different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification, recapitalization, stock dividend or otherwise, unless there is a simultaneous and proportionate change to the outstanding shares of Common Stock.
4. Liquidation. Subject to any preferential or other rights of any then outstanding Preferred Stock, upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock and Class A Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Class A Common Stock as if they had been converted to Common Stock pursuant to the terms of the Certificate of Incorporation immediately prior to such dissolution or liquidation.
5. Automatic Conversion of Class A Common Stock. Each share of Class A Common Stock shall automatically be converted into one share of Common Stock upon (i) the expiration, with respect to a holder of Class A Common Stock, of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") such that such holder could acquire shares of Common Stock issuable upon conversion of such holder's shares of Class A Common Stock in compliance with the HSR Act, (ii) any other event, the occurrence of which results in the ability of a holder of Class A Common Stock to acquire the shares of Common Stock issuable upon conversion of the Class A Common Stock pursuant to this Section 5 in compliance with the HSR Act or (iii) the Sale (as defined below) of such share of Class A Common Stock. A "Sale" shall mean any sale, assignment, transfer or other disposition, by operation of law or otherwise, of a share of Class A Common Stock, or any interest therein, to a person or entity (x) that would not be required to make a filing under the
HSR Act to acquire an equal number of shares of Common Stock or (y) for which the waiting period under the HSR Act applicable to such person acquiring an equal number of shares of Common Stock has expired.
6. Mechanics of Conversion. In the event of an automatic conversion pursuant to Section 5 above, the outstanding shares of Class A Common Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either the certificates evidencing such shares of Class A Common Stock are surrendered, duly endorsed, to the Corporation or its transfer agent with written notice that such shares have been converted, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation (but shall not be required to provide a bond) to indemnify the Corporation from any loss incurred by it in connection with such
certificates.
No fractional shares of Common Stock shall be issued upon conversion of the Class A Common Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a
share of Common Stock as determined in good faith by the Board of Directors. Any shares of Class A Common Stock that are converted to Common Stock shall be retired and cancelled and may not be reissued as shares of Class A Common Stock, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Class A Common Stock accordingly.
B PREFERRED STOCK.
Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.
Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto in accordance with the General Corporation
Law of the State of Delaware, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and
relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of
the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or
rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.
The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
FIFTH: Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.
SIXTH: In furtherance and not in limitation of the powers conferred upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any series of Preferred Stock and the provisions of applicable law, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. The stockholders may not adopt, amend, alter or repeal the Bylaws
of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, by the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors. Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at
least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH.
SEVENTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
EIGHTH: The Corporation shall provide indemnification as follows:
1.Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a
director, officer, partner, employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), liabilities, losses, judgments, fines, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and
any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys' fees) which the Court of Chancery of Delaware or such other court shall deem proper.
3. Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article EIGHTH, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his or her conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.
4. Notification and Defense of Claim. Indemnitee shall notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that the failure of any Indemnitee to give notice as provided herein shall not relieve the Corporation of its obligations under this Article EIGHTH unless the Corporation is materially prejudiced thereby. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4. Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article EIGHTH. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.
5. Advance of Expenses. Subject to the provisions of Section 6 of this Article EIGHTH, in the event of any threatened or pending action, suit, proceeding or investigation of which the Corporation receives notice under this Article EIGHTH, any expenses (including attorneys' fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article EIGHTH. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.
6. Procedure for Indemnification and Advancement of Expenses. In order to obtain indemnification or advancement of expenses pursuant to Section 1 , 2, 3 or 5 of this Article EIGHTH, an Indemnitee shall submit to the Corporation a written request. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee, unless (i) the
Corporation has assumed the defense pursuant to Section 4 of this Article EIGHTH (and none of the circumstances described in Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (ii) the Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard of conduct set forth in this Article EIGHTH. Such determination, and any determination that advanced expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. Unless otherwise required by the General Corporation Law of the State of Delaware, the burden of proving that Indemnitee is not entitled to indemnification or advancement of expenses under this Article EIGHTH shall be on the Corporation.
7. Remedies. The right to indemnification or advancement of expenses as granted by this Article EIGHTH shall be enforceable by Indemnitee in any court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses (including attorneys' fees) reasonably incurred in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification hereunder it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware.
8. Limitations. Notwithstanding anything to the contrary in this Article EIGHTH, except as set forth in Section 7 of this Article EIGHTH, the Corporation shall not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article EIGHTH, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification payments to the Corporation to the extent of such insurance reimbursement.
9. Subsequent Amendment. No amendment, termination or repeal of this Article EIGHTH or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.
10. Other Rights. The indemnification and advancement of expenses provided by this Article EIGHTH shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee's official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee. Nothing contained in this Article EIGHTH shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article EIGHTH. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article EIGHTH.
11. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article EIGHTH to indemnification by the Corporation for some or a portion of the expenses (including attorneys' fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys' fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.
12. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
13. Savings Clause. If this Article EIGHTH or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article EIGHTH that shall not have been invalidated and to the fullest extent permitted by applicable law.
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14. Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).
NINTH: This Article NINTH is inserted for the management of the business and for the conduct of the affairs of the Corporation.
1 .General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
2. Number of Directors; Election of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be established by the Board of Directors. Election of directors need not be by written ballot, except as and to the extent provided in the Bylaws of the Corporation.
3. Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III at the time such classification becomes effective.
4. Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation's first annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation's second annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation's third annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal.
5. Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed pursuant to Section 2 of this Article NINTH shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.
6. Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by this Certificate of Incorporation.
-9-
7. Removal. Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors; provided that for so long as any stockholders of the Corporation have a contractual right with the Corporation to designate a director of the Corporation, directors of the Corporation may be removed, with or without cause, by the holders that have the right to remove such director by the affirmative vote of at least a majority of the votes that all such stockholders would be entitled to cast in any annual election of directors or class of directors.
8. Vacancies. Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly created directorship in the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders; provided that for so long as any stockholders of the Corporation have a contractual right with the Corporation to designate a director of the Corporation, any vacancy in the Board of Directors, however occurring, shall be filled by the holders that have the right to remove such director by the affirmative vote of at least a majority of the votes that all such stockholders would be entitled to cast in any annual election of directors or class of directors. A director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director's earlier death, resignation or removal.
9. Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws of the Corporation.
10. Amendments to Article. Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article NINTH.
TENTH: If at any time Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and their respective affiliates (collectively, the "Sponsors"), any other stockholders that received their shares in a transfer from any of the Sponsors (other than any transfer effected pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (the "Act"), or (ii) Rule 144 promulgated under the Act) and their respective affiliates and William C. Stone collectively beneficially own 50.0% or less of the outstanding shares of Common Stock, then any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders. The Bylaws may establish procedures regulating the submission by stockholders of nominations and proposals for consideration at meetings of stockholders of the Corporation. Notwithstanding any other provision of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of
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the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TENTH.
ELEVENTH: Special meetings of stockholders for any purpose or purposes may be called at any time only by the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provision of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.
TWELFTH: To the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware and except as may be otherwise expressly agreed in writing by the Corporation and any Sponsor, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to any of the Sponsors or any of their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH. Neither the alteration, amendment or repeal of this Article TWELFTH nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article TWELFTH shall eliminate or reduce the effect of this Article TWELFTH in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article TWELFTH, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Notwithstanding any other provision of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TWELFTH.
THIRTEENTH: The Corporation elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware, "Business Combinations With Interested
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Stockholders", as permitted under and pursuant to subsection (b)(3) of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates, integrates and amends the certificate of incorporation of the Corporation, and which has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, has been executed by its duly authorized officer this 6th day of April,
2010.
SS&C TECHNOLOGIES HOLDINGS, INC. By: /s/ William C. Stone
William C. Stone
Chairman of the Board and Chief Executive
Officer
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CERTIFICATE OF AMENDMENT OF
SS&C TECHNOLOGIES HOLDINGS, INC.
March 30, 2015
Pursuant to the provisions of § 242 of the
General Corporation Law of the State of Delaware
FIRST: The present name of the corporation is SS&C TECHNOLOGIES HOLDINGS, INC. (the "Corporation"). The date of filing of the original Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was April6, 2010.
SECOND: Article Fourth of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:
"FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $0.01 par value per share ("Common Stock"), (ii) 5,000,000 shares of Class A Non-Voting Common Stock, $0.01 par value per share ("Class A Common Stock"), and (iii) 5,000,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock")."
THIRD: The foregoing amendment to the Restated Certificate of Incorporation of the Corporation has been duly adopted by the stockholders in accordance with the provisions of § 242 of the General Corporation Law of the State of Delaware.
FOURTH: All other provisions of the Restated Certificate of Incorporation of
the Corporation shall remain in full force and effect.
[Signature Page Follows]
CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OF AMENDMENT
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
May 24, 2016
Pursuant to the provisions of § 103(f) of the
General Corporation Law of the State of Delaware
FIRST: The name of the corporation is SS&C TECHNOLOGIES HOLDINGS, INC. (the “Corporation”).
SECOND: The Corporation filed a Certificate of Amendment with the office of the Secretary of State of the State of Delaware on March 30, 2015 (the “Certificate of Amendment”).
THIRD: The Certificate of Amendment is an inaccurate record of the corporate action referred to therein because Article Second of the Certificate of Amendment, which sets forth an amendment to Article Fourth of the Restated Certificate of Incorporation of the Corporation, inadvertently omits that only the first paragraph of Article Fourth of the Restated Certificate of Incorporation is amended and restated in its entirety.
FOURTH: The first sentence of Article Second of the Certificate of Amendment is hereby corrected to read in its entirety as follows:
“The first paragraph of Article Fourth of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:”
[Signature Page Follows]
CERTIFICATE OF AMENDMENT
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
May 25, 2016
Pursuant to the provisions of § 242 of the
General Corporation Law of the State of Delaware
FIRST: The present name of the corporation is SS&C TECHNOLOGIES HOLDINGS, INC. (the “Corporation”). The date of filing of the original Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was April 6, 2010.
SECOND: The first paragraph of Article Fourth of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 410,000,000 shares, consisting of (i) 400,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), (ii) 5,000,000 shares of Class A Non-Voting Common Stock, $0.01 par value per share (“Class A Common Stock”), and (iii) 5,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).”
THIRD: The foregoing amendment to the Restated Certificate of Incorporation of the Corporation has been duly adopted by the stockholders in accordance with the provisions of § 242 of the General Corporation Law of the State of Delaware.
FOURTH: All other provisions of the Restated Certificate of Incorporation of the Corporation shall remain in full force and effect.
[Signature Page Follows]
Exhibit 31.1
CERTIFICATION
I, William C. Stone, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of SS&C Technologies Holdings, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 5, 2016 |
|
/s/ William C. Stone |
|
|
William C. Stone |
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Patrick J. Pedonti, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of SS&C Technologies Holdings, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 5, 2016 |
|
/s/ Patrick J. Pedonti |
|
|
Patrick J. Pedonti |
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of SS&C Technologies Holdings, Inc. (the “Company”) for the period ended June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company hereby certify to their knowledge, pursuant to 18 U.S.C. Section 1350, that:
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 5, 2016 |
|
By: |
|
/s/ William C. Stone |
|
|
|
|
William C. Stone |
|
|
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
Date: August 5, 2016 |
|
By: |
|
/s/ Patrick J. Pedonti |
|
|
|
|
Patrick J. Pedonti |
|
|
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Aug. 03, 2016 |
|
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SSNC | |
Entity Registrant Name | SS&C Technologies Holdings Inc | |
Entity Central Index Key | 0001402436 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 201,137,804 |
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Allowance for doubtful accounts receivable | $ 3,957 | $ 2,957 |
Accumulated amortization of finite-lived intangible assets | $ 634,518 | $ 536,929 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 201,849,586 | 193,104,452 |
Common stock, shares outstanding | 200,276,386 | 191,531,574 |
Common stock, shares unvested | 17,876 | 24,876 |
Treasury stock, shares | 1,573,200 | 1,572,878 |
Class A Non-Voting Common Stock [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 0 | 2,703,846 |
Common stock, shares outstanding | 0 | 2,703,846 |
Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Revenues: | ||||
Software-enabled services | $ 244,672 | $ 150,123 | $ 450,319 | $ 303,690 |
Maintenance and term licenses | 103,392 | 38,978 | 198,512 | 78,952 |
Total recurring revenues | 348,064 | 189,101 | 648,831 | 382,642 |
Perpetual licenses | 5,039 | 12,948 | 10,254 | 16,018 |
Professional services | 19,974 | 10,719 | 38,123 | 19,843 |
Total non-recurring revenues | 25,013 | 23,667 | 48,377 | 35,861 |
Total revenues | 373,077 | 212,768 | 697,208 | 418,503 |
Cost of revenues: | ||||
Software-enabled services | 146,243 | 88,548 | 259,971 | 177,150 |
Maintenance and term licenses | 46,460 | 12,338 | 93,406 | 26,505 |
Total recurring cost of revenues | 192,703 | 100,886 | 353,377 | 203,655 |
Perpetual licenses | 643 | 1,021 | 1,141 | 2,045 |
Professional services | 17,133 | 7,596 | 32,645 | 16,110 |
Total non-recurring cost of revenues | 17,776 | 8,617 | 33,786 | 18,155 |
Total cost of revenues | 210,479 | 109,503 | 387,163 | 221,810 |
Gross profit | 162,598 | 103,265 | 310,045 | 196,693 |
Operating expenses: | ||||
Selling and marketing | 28,535 | 13,931 | 58,396 | 27,318 |
Research and development | 40,827 | 17,520 | 77,274 | 37,128 |
General and administrative | 27,199 | 13,463 | 57,894 | 30,763 |
Total operating expenses | 96,561 | 44,914 | 193,564 | 95,209 |
Operating income | 66,037 | 58,351 | 116,481 | 101,484 |
Interest expense, net | (32,846) | (5,419) | (65,935) | (11,019) |
Other income (expense), net | 12 | (164) | (1,835) | (1,671) |
Income before income taxes | 33,203 | 52,768 | 48,711 | 88,794 |
Provision for income taxes | 4,982 | 13,640 | 13,485 | 23,420 |
Net income | $ 28,221 | $ 39,128 | $ 35,226 | $ 65,374 |
Basic earnings per share | $ 0.14 | $ 0.23 | $ 0.18 | $ 0.39 |
Basic weighted average number of common shares outstanding | 198,765 | 170,810 | 198,143 | 169,674 |
Diluted earnings per share | $ 0.14 | $ 0.22 | $ 0.17 | $ 0.37 |
Diluted weighted average number of common and common equivalent shares outstanding | 204,916 | 179,104 | 204,596 | 177,974 |
Net income | $ 28,221 | $ 39,128 | $ 35,226 | $ 65,374 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency exchange translation adjustment | (26,793) | 22,808 | (17,472) | (13,411) |
Total comprehensive (loss) income, net of tax | (26,793) | 22,808 | (17,472) | (13,411) |
Comprehensive income | $ 1,428 | $ 61,936 | $ 17,754 | $ 51,963 |
Basis of Presentation |
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Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 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’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016 (the “2015 Form 10-K”). In the opinion of the Company, 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 its financial position as of June 30, 2016, the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows for the six months ended June 30, 2016 and 2015. These statements do not include all of the information and footnotes required by GAAP for annual financial statements. The 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, 2015, which were included in the 2015 Form 10-K. The December 31, 2015 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 six months ended June 30, 2016 are not necessarily indicative of the expected results for any subsequent quarters or the full year. Reclassifications In connection with the acquisition of Advent and the related increase in term license revenues, the Company condensed its presentation of revenues on its Condensed Consolidated Statements of Comprehensive Income to illustrate its two types of revenue streams: recurring revenues and non-recurring revenues. Recurring revenues consist of software-enabled services and maintenance and term licenses. Non-recurring revenues consist of professional services and perpetual licenses. The Company’s prior presentation required that revenues from term license agreements be allocated between license revenue and maintenance revenue, with the license portion being reported together with revenue from perpetual license agreements as “Software licenses”, and the maintenance portion being reported together with maintenance revenue related to perpetual licenses as “Maintenance”. The Company reclassified $3.1 million and $7.4 million from “Software licenses” to “Maintenance and term licenses” for the three and six months ended June 30, 2015, respectively. In connection with the reclassification of revenues, the Company reclassified the related costs of revenues, which were immaterial. The revised presentation better illustrates the nature of the Company’s revenues and costs of revenues by indicating the recurring nature of the license portion of revenue from term license agreements. The Company has not changed its accounting methods for revenue recognition. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of this ASU are effective for years beginning after December 15, 2016. Early application is permitted. The Company is currently evaluating the impact of this ASU. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with 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 asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU. The provisions of this ASU are effective for years beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU establishes specific guidance to an organization’s management on their responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The provisions of ASU 2014-15 are effective for interim and annual periods beginning after December 15, 2016. This ASU is not expected to have an impact on the Company’s financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 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 No. 2015-14, deferring the effective date by one year for ASU No. 2014-09. The provisions of ASU No. 2014-09 will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.
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Debt |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Note 2—Debt At June 30, 2016 and December 31, 2015, debt consisted of the following (in thousands):
Fair value of debt. The carrying amounts and fair values of financial instruments are as follows (in thousands):
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. |
Goodwill |
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Jun. 30, 2016 | ||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Goodwill | Note 3—Goodwill The change in carrying value of goodwill as of and for the six months ended June 30, 2016 is as follows (in thousands):
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Earnings per Share |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings per Share | Note 4—Earnings per Share Earnings per share (“EPS”) is calculated in accordance with the relevant standards. Basic EPS includes no dilution 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”), restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) using the treasury stock method. Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of including such common equivalent shares is anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period. The Company has two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of EPS as described above is identical to the calculation under the two-class method. The following table sets forth the weighted average common shares used in the computation of basic and diluted EPS (in thousands):
Weighted average stock options, SARs, RSUs and RSAs representing 7,304,581 and 4,122,738 shares were outstanding for the three months ended June 30, 2016 and 2015, respectively, and weighted average stock options, SARs, RSUs and RSAs representing 7,075,350 and 4,119,018 for the six months ended June 30, 2016 and 2015, respectively, but were not included in the computation of diluted EPS because the effect of including them would be anti-dilutive. Conversion of Class A Common Stock. On March 30, 2016, William C. Stone converted 2,703,846 shares of Class A non-voting stock into 2,703,846 shares of common stock. Each share of Class A non-voting common stock converted automatically into one share of the Company’s common stock upon the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Dividends. In 2016, the Company paid a quarterly cash dividend of $0.0625 per share of common stock on March 15, 2016 and June 15, 2016 to stockholders of record as of the close of business on March 7, 2016 and June 1, 2016, respectively, totaling $24.8 million. |
Equity and Stock-based Compensation |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity and Stock-based Compensation | Note 5—Equity and Stock-based Compensation On May 25, 2016, the Company’s Board of Directors approved a two-for-one stock split to be effected in the form of a stock dividend. The record date for the stock split was June 7, 2016 and the payment date was June 24, 2016. 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. At the Company’s annual meeting of shareholders held on May 25, 2016, the Company’s shareholders approved the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Amended 2014 Plan”). The primary changes to the Amended 2014 Plan are to (i) increase the shares available for equity awards by 24 million shares and (ii) add flexibility to use this plan as the Company’s only equity plan by authorizing the issuance of full-value awards (that is, restricted stock and restricted stock units) and expanding the class of participants to include non-employee directors. Following the approval of the 2014 Amended Plan, the Company will no longer make grants under the Company’s 2008 Stock Incentive Plan or the Company’s 2006 Equity Incentive Plan. 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 six months ended June 30, 2016 and 2015 was as follows (in thousands):
The following table summarizes stock option and SAR activity as of and for the six months ended June 30, 2016:
The following table summarizes RSU activity as of and for the six months ended June 30, 2016:
The Company recorded $23.8 million and $5.1 million of income tax benefits related to the exercise of stock options during the six months ended June 30, 2016 and 2015, respectively. These amounts were recorded entirely to Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets. |
Income Taxes |
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Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6—Income Taxes The effective tax rate was 15% and 26% for the three months ended June 30, 2016 and 2015, respectively, and the effective tax rate was 28% and 26% for the six months ended June 30, 2016 and 2015, respectively. The change in rate for the three months ended June 30, 2016 was primarily due to a decrease in pre-tax income from domestic operations taxed at a high statutory rate. The change for the six months ended June 30, 2016 was primarily due to 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 during the first quarter, partially offset by the benefit received from a decrease in pre-tax income from domestic operations taxed at a high statutory rate.
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Acquisitions |
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Acquisitions | Note 7—Acquisitions Citigroup’s Alternative Investor Services On March 11, 2016, the Company purchased the assets of Citigroup’s Alternative Investor Services business, which includes Hedge Fund Services and Private Equity Fund Services (“Citigroup AIS”), for approximately $321.0 million, plus the costs of effecting the transaction and the assumption of certain liabilities. Citigroup AIS is a leading provider of hedge fund and private equity fund administration services. The net assets and results of operations of Citigroup AIS have been included in the Company’s condensed consolidated financial statements from March 11, 2016. The fair value of the intangible assets, consisting of customer relationships and completed technology, was determined using the income approach. Specifically, the excess earnings method was utilized for the customer relationships, and the cost savings method was utilized for the completed technology. The customer relationships are amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. Completed technology is amortized based on a straight-line basis. The customer relationships are amortized over an estimated life of approximately thirteen years and completed technology is amortized over an estimated life of approximately four years, in each case the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill and is tax deductible. The following summarizes the preliminary allocation of the purchase price for the acquisition of Citigroup AIS (in thousands):
The fair value of acquired accounts receivable balances for Citigroup AIS approximates the contractual amounts due from acquired customers, except for approximately $1.7 million of contractual amounts that are not expected to be collected as of the acquisition date and that were also reserved by Citigroup AIS. The Company reported revenues totaling $65.1 million from Citigroup AIS from its acquisition date through June 30, 2016. The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisition of Citigroup AIS occurred on January 1, 2015 and acquisitions of Primatics Financial, Varden Technologies and Advent Software, Inc. occurred on January 1, 2014. 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.
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Commitments and Contingencies |
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Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8—Commitments and Contingencies Several actions (the "Millennium Actions") were filed in various jurisdictions against the Company's subsidiaries, GlobeOp Financial Services Ltd and GlobeOp Financial Services LLC ("GlobeOp"), alleging claims and damages with respect to a valuation agent services agreement performed by GlobeOp for the Millennium Global Emerging Credit Fund, Ltd. and Millennium Global Emerging Credit Master Fund Ltd. All claims related to the Millennium Actions have been settled or resolved in favor of GlobeOp and the litigation is concluded. In addition to the foregoing legal proceedings, from time to time, the Company is subject to other legal proceedings and claims. In the opinion of the Company's management, the Company is not involved in any other such litigation or proceedings with third parties that management believes would have a material adverse effect on the Company or its business. |
Supplemental Guarantor Financial Statements |
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Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Guarantor Financial Statements | Note 9—Supplemental Guarantor Financial Statements On July 8, 2015, the Company issued $600.0 million aggregate principal amount 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 subsidiaries of the Company that guarantee the Company’s Senior Secured Credit Facilities (collectively “Guarantors”). All of 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 Senior Secured Credit Facilities. 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. Condensed consolidating financial information as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):
|
Basis of Presentation (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Reclassifications | Reclassifications In connection with the acquisition of Advent and the related increase in term license revenues, the Company condensed its presentation of revenues on its Condensed Consolidated Statements of Comprehensive Income to illustrate its two types of revenue streams: recurring revenues and non-recurring revenues. Recurring revenues consist of software-enabled services and maintenance and term licenses. Non-recurring revenues consist of professional services and perpetual licenses. The Company’s prior presentation required that revenues from term license agreements be allocated between license revenue and maintenance revenue, with the license portion being reported together with revenue from perpetual license agreements as “Software licenses”, and the maintenance portion being reported together with maintenance revenue related to perpetual licenses as “Maintenance”. The Company reclassified $3.1 million and $7.4 million from “Software licenses” to “Maintenance and term licenses” for the three and six months ended June 30, 2015, respectively. In connection with the reclassification of revenues, the Company reclassified the related costs of revenues, which were immaterial. The revised presentation better illustrates the nature of the Company’s revenues and costs of revenues by indicating the recurring nature of the license portion of revenue from term license agreements. The Company has not changed its accounting methods for revenue recognition. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of this ASU are effective for years beginning after December 15, 2016. Early application is permitted. The Company is currently evaluating the impact of this ASU. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with 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 asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU. The provisions of this ASU are effective for years beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU establishes specific guidance to an organization’s management on their responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The provisions of ASU 2014-15 are effective for interim and annual periods beginning after December 15, 2016. This ASU is not expected to have an impact on the Company’s financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 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 No. 2015-14, deferring the effective date by one year for ASU No. 2014-09. The provisions of ASU No. 2014-09 will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows. |
Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Component of Debt | At June 30, 2016 and December 31, 2015, debt consisted of the following (in thousands):
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Schedule of Carrying Amounts and Fair Values of Financial Instruments | The carrying amounts and fair values of financial instruments are as follows (in thousands):
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Goodwill (Tables) |
6 Months Ended | |||||||||||||||||||||||||
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Jun. 30, 2016 | ||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Summary of Change in Carrying Value of Goodwill | The change in carrying value of goodwill as of and for the six months ended June 30, 2016 is as follows (in thousands):
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Earnings per Share (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of Basic and Diluted EPS | The following table sets forth the weighted average common shares used in the computation of basic and diluted EPS (in thousands):
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Equity and Stock-based Compensation (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock-Based Compensation Expense Recognized | 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 six months ended June 30, 2016 and 2015 was as follows (in thousands):
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Summary of Stock Option Activity | The following table summarizes stock option and SAR activity as of and for the six months ended June 30, 2016:
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Summary of RSU Activity | The following table summarizes RSU activity as of and for the six months ended June 30, 2016:
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Acquisitions (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Preliminary Allocation of Purchase Price for Acquisitions of Acquiree | The following summarizes the preliminary allocation of the purchase price for the acquisition of Citigroup AIS (in thousands):
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Summary of Unaudited Pro Forma Information | The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisition of Citigroup AIS occurred on January 1, 2015 and acquisitions of Primatics Financial, Varden Technologies and Advent Software, Inc. occurred on January 1, 2014. 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.
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Schedule Condensed Consolidating Financial Information (Tables) |
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Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Condensed Consolidating Financial Information | The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):
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Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2015 |
Jun. 30, 2015 |
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Accounting Policies [Abstract] | ||
Reclassification of software licenses to maintenance and term licenses | $ 3.1 | $ 7.4 |
Debt - Component of Debt (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Debt Instrument [Line Items] | ||
Unamortized original issue discount and debt issuance costs | $ (63,826) | $ (68,649) |
Debt | 2,600,849 | 2,751,351 |
Less current portion of long-term debt | 30,878 | 32,281 |
Long-term debt | 2,569,971 | 2,719,070 |
Secured Debt [Member] | Senior Secured Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 2,064,675 | 2,220,000 |
Senior Notes [Member] | 5.875% Senior Notes due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 600,000 | $ 600,000 |
Debt - Component of Debt (Parenthetical) (Detail) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jul. 08, 2015 |
Jun. 30, 2016 |
Dec. 31, 2015 |
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Secured Debt [Member] | Senior Secured Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Debt, weighted-average interest rate of credit facility | 3.91% | 3.94% | |
Senior Notes [Member] | 5.875% Senior Notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt, interest rate | 5.875% | 5.875% | 5.875% |
Debt, due date | 2023 | 2023 | 2023 |
Debt - Schedule of Carrying Amounts and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Carrying Amount [Member] | Senior Secured Credit Facilities [Member] | ||
Financial liabilities: | ||
Credit facility | $ 2,064,675 | $ 2,220,000 |
Carrying Amount [Member] | 5.875% Senior Notes due 2023 [Member] | ||
Financial liabilities: | ||
Senior notes | 600,000 | 600,000 |
Fair Value [Member] | Senior Secured Credit Facilities [Member] | ||
Financial liabilities: | ||
Credit facility | 2,059,770 | 2,202,105 |
Fair Value [Member] | 5.875% Senior Notes due 2023 [Member] | ||
Financial liabilities: | ||
Senior notes | $ 613,500 | $ 616,500 |
Goodwill - Summary of Change in Carrying Value of Goodwill (Detail) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2016
USD ($)
| |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 3,549,212 |
2016 acquisitions | 99,494 |
Adjustments to prior acquisitions | (398) |
Effect of foreign currency translation | (11,813) |
Ending balance | $ 3,636,495 |
Earnings per Share - Computation of Basic and Diluted EPS (Detail) - shares shares in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Weighted Average Number Of Shares Outstanding Diluted Disclosure Items [Abstract] | ||||
Weighted average common shares outstanding — used in calculation of basic EPS | 198,765 | 170,810 | 198,143 | 169,674 |
Weighted average common stock equivalents — options and restricted shares | 6,151 | 8,294 | 6,453 | 8,300 |
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS | 204,916 | 179,104 | 204,596 | 177,974 |
Equity and Stock-based Compensation - Additional Information (Detail) $ in Millions |
6 Months Ended | ||
---|---|---|---|
May 25, 2016
shares
|
Jun. 30, 2016
USD ($)
|
Jun. 30, 2015
USD ($)
|
|
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock split, description | Board of Directors approved a two-for-one stock split to be effected in the form of a stock dividend. | ||
Stock split, conversion ratio | 2 | ||
Income tax benefits related to the exercise of stock options | $ | $ 23.8 | $ 5.1 | |
Amended 2014 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in shares available for equity awards | shares | 24,000,000 |
Equity and Stock-based Compensation - Summary of Stock Option Activity (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2016
shares
| |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Outstanding Opening | 30,278,364 |
Granted | 1,440,300 |
Cancelled/forfeited | (912,816) |
Exercised | (3,171,668) |
Number of Shares, Outstanding Closing | 27,634,180 |
Equity and Stock-based Compensation - Summary of RSU Activity (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2016
shares
| |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding Opening | 24,876 |
Number of Shares, Outstanding Closing | 17,876 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding Opening | 957,452 |
Cancelled/forfeited | (55,498) |
Vested | (419,702) |
Number of Shares, Outstanding Closing | 482,252 |
Income Taxes - Additional Information (Detail) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 15.00% | 26.00% | 28.00% | 26.00% |
Acquisitions - Additional Information (Detail) - Citigroup's Alternative Investor Services [Member] - USD ($) $ in Millions |
4 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 11, 2016 |
Jun. 30, 2016 |
Jun. 30, 2016 |
|
Business Acquisition [Line Items] | |||
Consideration paid, net of cash plus the costs of transaction | $ 321.0 | ||
Business acquisition, effective date of acquisition | Mar. 11, 2016 | ||
Fair value of acquired accounts receivable | $ 1.7 | ||
Reported revenues from acquisition | $ 65.1 | ||
Completed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Amortized period | 4 years | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Amortized period | 13 years |
Acquisitions - Summary of Preliminary Allocation of Purchase Price for Acquisitions of Acquiree (Detail) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Mar. 11, 2016 |
Dec. 31, 2015 |
---|---|---|---|
Business Acquisition [Line Items] | |||
Goodwill | $ 3,636,495 | $ 3,549,212 | |
Citigroup's Alternative Investor Services [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 57,789 | ||
Fixed assets | 92 | ||
Other assets | 1,856 | ||
Goodwill | 99,494 | ||
Deferred revenue | (3,910) | ||
Other liabilities assumed | (6,563) | ||
Consideration paid, net of cash acquired | 317,958 | ||
Citigroup's Alternative Investor Services [Member] | Acquired Client Relationships and Contracts [Member] | |||
Business Acquisition [Line Items] | |||
Acquired client relationships and contracts | 124,600 | ||
Citigroup's Alternative Investor Services [Member] | Completed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Acquired client relationships and contracts | $ 44,600 |
Acquisitions - Summary of Unaudited Pro Forma Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Business Combinations [Abstract] | ||||
Revenues | $ 381,246 | $ 392,392 | $ 764,155 | $ 777,016 |
Net income | $ 34,756 | $ 3,942 | $ 53,995 | $ 854 |
Basic earnings per share | $ 0.17 | $ 0.02 | $ 0.27 | $ 0.01 |
Basic weighted average number of common shares outstanding | 198,765 | 170,810 | 198,143 | 169,674 |
Diluted earnings per share | $ 0.17 | $ 0.02 | $ 0.26 | $ 0.00 |
Diluted weighted average number of common and common equivalent shares outstanding | 204,916 | 179,104 | 204,596 | 177,974 |
Supplemental Guarantor Financial Statements - Additional Information (Detail) - USD ($) $ in Millions |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jul. 08, 2015 |
Jun. 30, 2016 |
Dec. 31, 2015 |
|
SS&C Technologies Holdings, Inc [Member] | |||
Supplemental Guarantor Financial Statements [Line Items] | |||
Ownership in subsidiary percentage | 100.00% | ||
5.875% Senior Notes due 2023 [Member] | Senior Notes [Member] | |||
Supplemental Guarantor Financial Statements [Line Items] | |||
Debt principal amount | $ 600.0 | ||
Debt, interest rate | 5.875% | 5.875% | 5.875% |
Debt, due date | 2023 | 2023 | 2023 |
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