UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-34675
SS&C TECHNOLOGIES HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
71-0987913
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
80 Lamberton Road
Windsor, CT 06095
(Address of principal executive offices, including zip code)
860-298-4500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 202,815,308 shares of the registrant’s common stock outstanding as of November 2, 2016.
INDEX
PageNumber
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
3
Condensed Consolidated Balance Sheets at September 30, 2016 and December 31, 2015
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015
4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015
5
Notes to Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3. Quantitative and Qualitative Disclosures About Market Risk
27
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
28
Item 2. Recent Sales of Unregistered Securities and Use of Proceeds
Item 6. Exhibits
SIGNATURE
29
EXHIBIT INDEX
30
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 Technologies Holdings, Inc. completed a two-for-one stock split, effective in the form of a stock dividend. All share and per share amounts (other than for the Company’s Class A non-voting common stock) have been retroactively restated for all periods presented to reflect the stock split.
2
PART I
Item 1.
Financial Statements
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data) (Unaudited)
September 30,
December 31,
2016
2015
ASSETS
Current assets:
Cash and cash equivalents
$
101,800
434,159
Accounts receivable, net of allowance for doubtful accounts of $5,315 and $2,957, respectively
237,495
169,951
Prepaid expenses and other current assets
32,720
27,511
Prepaid income taxes
39,776
40,627
Restricted cash
2,116
2,818
Total current assets
413,907
675,066
Property, plant and equipment:
Land
2,655
Building and improvements
37,539
37,855
Equipment, furniture, and fixtures
112,909
97,274
153,103
137,784
Less: accumulated depreciation
(81,975
)
(70,641
Net property, plant and equipment
71,128
67,143
Deferred income taxes
2,071
2,199
Goodwill (Note 3)
3,616,060
3,549,212
Intangible and other assets, net of accumulated amortization of $683,690 and $536,929, respectively
1,519,294
1,508,622
Total assets
5,622,460
5,802,242
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt (Note 2)
29,813
32,281
Accounts payable
16,480
11,957
Income taxes payable
—
1,428
Accrued employee compensation and benefits
74,006
83,894
Interest payable
13,259
28,903
Other accrued expenses
50,979
36,231
Deferred revenue
231,285
222,024
Total current liabilities
415,822
416,718
Long-term debt, net of current portion (Note 2)
2,460,457
2,719,070
Other long-term liabilities
61,968
51,434
459,025
509,574
Total liabilities
3,397,272
3,696,796
Commitments and contingencies (Note 8)
Stockholders’ equity (Note 5):
Common stock:
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
Common stock, $0.01 par value per share, 400,000,000 shares authorized; 204,356,540 shares
and 193,104,452 shares issued, respectively, and 202,783,271 shares and 191,531,574 shares
outstanding, respectively, of which 14,564 and 24,876 are unvested, respectively
2,043
1,932
Additional paid-in capital
1,905,834
1,793,149
Accumulated other comprehensive loss
(112,702
(83,170
Retained earnings
448,011
411,493
2,243,186
2,123,431
Less: cost of common stock in treasury, 1,573,269 and 1,572,878 shares, respectively
(17,998
(17,985
Total stockholders’ equity
2,225,188
2,105,446
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data) (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Revenues:
Software-enabled services
248,772
180,744
699,091
484,434
Maintenance and term licenses
106,925
80,097
305,437
159,049
Total recurring revenues
355,697
260,841
1,004,528
643,483
Perpetual licenses
4,389
6,508
14,643
22,526
Professional services
23,218
13,545
61,341
33,388
Total non-recurring revenues
27,607
20,053
75,984
55,914
Total revenues
383,304
280,894
1,080,512
699,397
Cost of revenues:
143,074
96,151
403,045
273,301
45,458
43,391
138,864
69,896
Total recurring cost of revenues
188,532
139,542
541,909
343,197
608
1,036
1,749
3,081
18,887
11,286
51,532
27,396
Total non-recurring cost of revenues
19,495
12,322
53,281
30,477
Total cost of revenues
208,027
151,864
595,190
373,674
Gross profit
175,277
129,030
485,322
325,723
Operating expenses:
Selling and marketing
27,328
37,082
85,724
64,400
Research and development
37,701
37,389
114,975
74,517
General and administrative
33,345
39,607
91,239
70,370
Total operating expenses
98,374
114,078
291,938
209,287
Operating income
76,903
14,952
193,384
116,436
Interest expense, net
(31,648
(32,645
(97,583
(43,664
Other income, net
6,953
820
5,282
Loss on extinguishment of debt
(30,417
Income (loss) before income taxes
47,910
(41,157
96,621
47,637
Provision (benefit) for income taxes
9,163
(6,547
22,648
16,873
Net income (loss)
38,747
(34,610
73,973
30,764
Basic earnings (loss) per share
0.19
(0.18
0.37
0.17
Basic weighted average number of common shares
outstanding
201,782
193,706
199,365
177,772
Diluted earnings (loss) per share
0.36
0.16
Diluted weighted average number of common and common
equivalent shares outstanding
206,635
205,334
186,470
Other comprehensive loss, net of tax:
Foreign currency exchange translation adjustment
(12,060
(38,005
(29,532
(51,416
Total comprehensive loss, net of tax
Comprehensive income (loss)
26,687
(72,615
44,441
(20,652
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
For the Nine Months Ended September 30,
Cash flow from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
170,910
100,840
Stock-based compensation expense
40,402
31,435
Income tax benefit related to exercise of stock options
(44,975
(11,141
Amortization and write-offs of loan origination costs
7,994
5,473
3,954
Loss on sale or disposition of property and equipment
159
339
(39,712
(27,030
Provision for doubtful accounts
2,684
601
Changes in operating assets and liabilities, excluding effects from acquisitions:
Accounts receivable
(14,603
(5,234
Prepaid expenses and other assets
(2,595
(5,109
2,610
(1,755
Accrued expenses
(18,429
(28,437
Income taxes prepaid and payable
44,840
(1,125
13,758
26,992
Net cash provided by operating activities
237,016
120,567
Cash flow from investing activities:
Additions to property and equipment
(18,870
(9,462
Proceeds from sale of property and equipment
69
56
Cash paid for business acquisitions, net of cash acquired
(309,432
(2,614,785
Additions to capitalized software
(6,137
(3,370
Purchase of long-term investment
(1,000
Net changes in restricted cash
700
Net cash used in investing activities
(334,670
(2,627,561
Cash flow from financing activities:
Cash received from debt borrowings, net of original issue discount
3,068,075
Repayments of debt
(268,550
(823,448
Proceeds from exercise of stock options
34,767
10,618
Withholding taxes related to equity award net share settlement
(7,051
44,975
11,141
Proceeds from common stock issuance, net
717,802
Purchase of common stock for treasury
(13
Payment of fees related to refinancing activities
(503
(45,781
Dividends paid on common stock
(37,452
(33,216
Net cash (used in) provided by financing activities
(233,827
2,905,191
Effect of exchange rate changes on cash and cash equivalents
(878
(3,964
Net (decrease) increase in cash and cash equivalents
(332,359
394,233
Cash and cash equivalents, beginning of period
109,577
Cash and cash equivalents, end of period
503,810
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 September 30, 2016, the results of its operations for the three and nine months ended September 30, 2016 and 2015 and its cash flows for the nine months ended September 30, 2016 and 2015. These statements do not include all of the information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and footnotes as of and for the year ended December 31, 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 nine months ended September 30, 2016 are not necessarily indicative of the expected results for any subsequent quarters or the full year.
Reclassifications
The Company’s prior presentation of revenues on its Condensed Consolidated Statements of Comprehensive Income (Loss) displayed total recurring and total non-recurring revenues. The Company’s current presentation is expanded to illustrate the components of each type of revenue stream. These amounts were previously disclosed in footnote 5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
Recent Accounting Pronouncements
In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash flow, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is currently evaluating the impact of this ASU.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. This ASU is not expected to have an impact on the Company’s financial position, results of operations or cash flows.
In March 2016, the FASB issued 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;
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
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 new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.
Subsequent to the issuance of ASU No. 2014-09, the FASB has issued the following updates: ASU 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing; and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients. The amendments in these updates affect the guidance contained within ASU 2014-09.
Note 2—Debt
At September 30, 2016 and December 31, 2015, debt consisted of the following (in thousands):
September 30, 2016
December 31, 2015
Senior secured credit facilities, weighted-average interest rate
of 3.91% and 3.94%, respectively
1,951,450
2,220,000
5.875% senior notes due 2023
600,000
Unamortized original issue discount and debt issuance costs
(61,180
(68,649
2,490,270
2,751,351
Less current portion of long-term debt
Long-term debt
Fair value of debt. The carrying amounts and fair values of financial instruments are as follows (in thousands):
Carrying
Fair
Amount
Value
Financial liabilities:
Senior secured credit facilities
1,963,242
2,202,105
631,500
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 nine months ended September 30, 2016 is as follows (in thousands):
Balance at December 31, 2015
2016 acquisitions
91,533
Adjustments to prior acquisitions
(4,720
Effect of foreign currency translation
(19,965
Balance at September 30, 2016
7
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):
For the Three Months Ended September 30,
Weighted average common shares outstanding — used in calculation of basic EPS
Weighted average common stock equivalents — options and restricted shares
4,853
5,969
8,698
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS
Weighted average stock options, SARs, RSUs and RSAs representing 10,702,466 and 28,806,708 shares were outstanding for the three months ended September 30, 2016 and 2015, respectively, and weighted average stock options, SARs, RSUs and RSAs representing 14,094,402 and 6,219,720 for the nine months ended September 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. No dilutive securities were included in the diluted EPS calculation for the three months ended September 30, 2015 due to the Company’s reported net loss for the quarter.
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, June 15, 2016 and September 15, 2016 to stockholders of record as of the close of business on March 7, 2016, June 1, 2016, and September 1, 2016, respectively, totaling $37.5 million. In 2015, the Company paid quarterly cash dividends of $0.0625 per share of common stock on March 16, 2015, June 15, 2015 and September 15, 2015 to stockholders of record as of the close of business on March 2, 2015, June 1, 2015 and September 1, 2015, respectively, totaling $33.2 million.
8
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 (Loss) for three and nine months ended September 30, 2016 was as follows (in thousands):
Condensed Consolidated Statements of Comprehensive Income (Loss) Classification
Cost of software-enabled services
2,732
1,846
7,916
4,976
Cost of maintenance and term licenses
605
589
791
Cost of recurring revenues
3,337
2,435
10,032
5,767
Cost of professional services
493
530
1,736
855
Cost of non-recurring revenues
3,830
2,965
11,768
6,622
2,521
9,936
8,966
11,423
2,004
5,464
6,402
6,359
4,134
4,756
13,266
7,031
8,659
20,156
28,634
24,813
Total stock-based compensation expense
12,489
23,121
The following table summarizes stock option and SAR activity as of and for the nine months ended September 30, 2016:
Shares
Outstanding at December 31, 2015
30,278,364
Granted
1,454,300
Cancelled/forfeited
(1,391,958
Exercised
(5,762,429
Outstanding at September 30, 2016
24,578,277
The following table summarizes RSU activity as of and for the nine months ended September 30, 2016:
957,452
-
(67,266
Vested
(501,906
388,280
The Company recorded $45.0 million and $11.1 million of income tax benefits related to the exercise of stock options during the nine months ended September 30, 2016 and 2015, respectively. These amounts were recorded entirely to Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets.
9
Note 6—Income Taxes
The effective tax rate was 19% and 16% for the three months ended September 30, 2016 and 2015, respectively, and the effective tax rate was 23% and 35% for the nine months ended September 30, 2016 and 2015, respectively. The change in the effective tax rate for the three months ended September 30, 2016 was primarily due to an increase in pre-tax income from domestic operations taxed at a high statutory rate compared to the prior year, partially offset by the absence of the unfavorable impact of nondeductible transaction costs and repatriation of foreign earnings in the prior year. The change in the effective tax rate for the nine months ended September 30, 2016 was primarily due to the absence of the unfavorable impact of nondeductible transaction costs and repatriation of foreign earnings in the prior year, partially offset by an increase in pre-tax income from domestic operations taxed at a high statutory rate and 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.
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 $310.2 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
58,479
Fixed assets
103
Other assets
1,985
Acquired client relationships and contracts
124,600
Completed technology
44,600
Goodwill
(3,910
Other liabilities assumed
(7,229
Consideration paid, net of cash acquired
310,161
The consideration paid, net of cash acquired for Citigroup AIS includes a working capital adjustment of $7.9 million, which was received during the third quarter of 2016. This amount is reflected in “Cash paid for business acquisitions, net of cash acquired” for the nine months ended September 30, 2016 on the Company’s Condensed Consolidated Statement of Cash Flows.
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.
10
The Company reported revenues totaling $118.6 million from Citigroup AIS from its acquisition date through September 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.
Revenues
391,865
384,312
1,158,376
1,160,828
45,510
14,281
101,393
14,791
Basic earnings per share
0.23
0.07
0.51
0.08
Basic weighted average number of common shares outstanding
Diluted earnings per share
0.22
0.49
Diluted weighted average number of common and common equivalent shares outstanding
202,624
Pending acquisitions
On September 14, 2016, the Company announced the acquisition of Wells Fargo Global Fund Services ("GFS"), a leading provider of comprehensive administration, middle-office, operations and cash/collateral management services to alternative investment managers. The transaction is subject to approvals by relevant regulatory authorities and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2016.
Note 8—Commitments and Contingencies
From time to time, the Company is subject to 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
Condensed consolidating financial information as of September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):
Parent
Guarantor Subsidiaries
Non-guarantor Subsidiaries
Consolidating and Eliminating Adjustments
Consolidated
23,423
78,377
Accounts receivable, net
174,082
63,413
21,486
11,234
42,909
(3,133
1,788
328
32,327
38,801
Investment in subsidiaries
2,868,467
780,155
(3,648,622
Intercompany receivables
159,942
59,683
(219,625
Deferred income taxes, long-term
Goodwill, intangible and other assets, net
3,921,368
1,213,986
5,135,354
5,157,480
1,467,893
(3,871,380
Current portion of long-term debt
15,399
14,414
10,924
5,556
7,344
88,178
42,722
138,244
3,133
207,664
23,621
Long-term debt, net of current portion
1,458,478
401,979
38,864
23,104
Intercompany payables
35,935
124,007
409,823
49,202
643,279
2,289,013
687,738
(222,758
12
360,583
73,576
127,446
42,505
15,920
11,591
38,155
2,472
2,490
31,940
35,203
2,722,452
654,278
(3,376,730
100,992
34,220
(135,212
3,861,711
1,196,123
5,057,834
5,193,515
1,398,217
(3,511,942
17,243
15,038
7,367
4,590
17,006
84,174
47,848
149,028
202,252
19,772
1,646,396
472,674
31,748
19,686
447,663
61,911
617,006
2,471,063
743,939
For the Three Months Ended September 30, 2016
262,350
121,385
(431
Cost of revenues
137,369
71,089
124,981
50,296
20,448
6,880
26,575
11,126
24,824
8,521
71,847
26,527
53,134
23,769
(8,812
(16,651
(6,185
Other (expense) income, net
(15,364
18,019
Earnings from subsidiaries
47,559
30,522
(78,081
Income before income taxes
51,641
35,603
Provision for income taxes
4,082
5,081
(10,844
22,904
Comprehensive income
35,499
19,678
(55,177
13
For the Three Months Ended September 30, 2015
180,515
100,492
(113
91,930
60,047
88,585
40,445
26,193
10,889
26,350
11,039
33,070
6,537
85,613
28,465
2,972
11,980
(8,193
(17,743
(6,709
(14,182
21,135
(23,375
(7,042
(Loss) earnings from subsidiaries
(26,417
16,349
10,068
(Loss) income before income taxes
(35,979
19,364
(Benefit) provision for income taxes
(9,562
3,015
Net (loss) income
(33,040
71,045
Comprehensive loss
(64,422
(16,691
81,113
For the Nine Months Ended September 30, 2016
738,655
343,153
(1,296
389,133
207,353
349,522
135,800
64,313
21,411
80,794
34,181
65,906
25,333
211,013
80,925
138,509
54,875
(26,274
(52,116
(19,193
(47,381
48,201
100,247
71,885
(172,132
110,897
83,883
10,650
11,998
(33,293
62,825
70,715
38,592
(109,307
14
For the Nine Months Ended September 30, 2015
396,839
303,473
(915
193,006
181,583
203,833
121,890
43,261
21,139
45,080
29,437
53,482
16,888
141,823
67,464
62,010
54,426
(23,066
(12,405
(13,079
18,361
38,957
43,303
(82,260
45,793
53,340
6,836
10,037
(40,641
92,057
Comprehensive (loss) income
(12,459
2,662
9,797
15
Cash Flow from Operating Activities:
Non-cash adjustments
89,915
47,547
137,462
Intercompany transactions
(21,251
(14,684
(100,247
(71,885
172,132
Changes in operating assets and liabilities
(9,661
40,315
(5,073
25,581
137,341
99,675
Cash Flow from Investment Activities:
(7,672
(11,198
67
(214,689
(94,743
(3,860
(2,277
702
(2
(226,452
(108,218
Cash Flow from Financing Activities:
(195,500
(73,050
Transactions involving Holding's common stock
35,226
(87,272
87,272
(248,049
14,222
(337,160
4,801
16
51,400
53,071
104,471
(8
(38,957
(43,303
82,260
8,193
(10,322
(12,539
(14,668
36,740
83,827
(5,496
(3,966
51
(2,606,923
(7,862
(1,268
(2,102
(1,731
1,731
Net cash (used in) provided by investing activities
(2,615,413
(12,148
2,410,770
657,305
(504,604
(318,844
706,345
399,572
(399,572
(39,130
(6,651
Net cash provided by (used in) financing activities
2,972,953
(67,762
Net increase (decrease) in cash and cash equivalents
394,280
(47
34,651
74,926
428,931
74,879
17
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 $310.2 million, 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.
The following table sets forth the percentage of our total revenues represented by each of the following sources of revenues for the periods indicated:
65
%
64
23
93
92
1
100
The following table sets forth revenues (dollars in thousands) and percent change in revenues for the periods indicated:
Percent
Change from
Prior
Period
38
44
33
36
(33
(35
71
84
54
Three Months Ended September 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 in the third quarter of 2015, which contributed $67.7 million in revenues. Additionally, organic revenues increased $36.4 million, of which approximately $22.0 million was the result of the impact of the fair value adjustment for acquired deferred revenue on the periods. These increases were partially offset by the unfavorable impact from foreign currency translation of $1.8 million, which resulted from the strength of the U.S. dollar relative to the British pound, offset by the weakness of the U.S. dollar relative to the Australian dollar.
Nine Months Ended September 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 $353.4 million in revenues. Additionally, organic revenues increased $34.4 million, of which approximately $22.0 million was the result of the impact of the fair value adjustment for acquired deferred revenue on the periods. These increases were partially offset by the unfavorable impact from foreign currency translation of $6.7 million, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Canadian dollar, the South African Rand and the Australian dollar.
Cost of Revenues
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.
19
The following tables set forth each of the following cost of revenues as a percentage of their respective revenue source for the periods indicated:
58
53
43
45
Total cost of recurring revenues
Cost of perpetual licenses
81
83
82
Total cost of non-recurring revenues
61
70
55
Gross margin percentage
46
47
The following table sets forth cost of revenues (dollars in thousands) and percent change in cost of revenues for the periods indicated:
49
99
35
(41
(43
88
75
37
59
Three Months Ended September 30, 2016 and 2015. Our total cost of revenues increased primarily due to our acquisitions of Citigroup AIS, Primatics and Varden, which added costs of $45.3 million. Additionally, total cost of revenues increased $13.0 million to support revenue growth, partially offset by the favorable impact from foreign currency translation of $2.1 million for the three months ended September 30, 2016, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Indian Rupee and the Canadian dollar.
Nine Months Ended September 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 $212.0 million. Additionally, total cost of revenues increased $15.2 million to support revenue growth, partially offset by the favorable impact from foreign currency translation of $5.6 million for the nine months ended September 30, 2016, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Indian Rupee and the Canadian dollar.
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:
26
40
The following table sets forth operating expenses (dollars in thousands) and percent change in operating expenses for the periods indicated:
Percent Change
from Prior
(26
)%
(16
(14
39
Three Months Ended September 30, 2016 and 2015. The decrease in total operating expenses was primarily due to a decrease in stock-based compensation of $11.5 million as well as a decrease in professional fees of $10.4 million for the three months ended September 30, 2016 as a result of the non-recurrence of these expenses associated with the acquisition of Advent in the prior year period. These decreases were offset by increased operating expenses related to our acquisitions of Citigroup AIS, Primatics and Varden, which added expenses of $9.0 million for the three months ended September 30, 2016. Additionally, total operating expenses includes the favorable impact from foreign currency translation of $1.3 million, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Indian Rupee and the Canadian dollar.
Nine Months Ended September 30, 2016 and 2015. The increase in total operating expenses was primarily due to our acquisitions of Citigroup AIS, Primatics, Varden and Advent, which added expenses of $103.7 million for the nine months ended September 30, 2016. Included in those costs are charges of $8.2 million related to the elimination of redundant positions within the acquired businesses and an increase in stock-based compensation expense of $11.0 million for the nine months ended September 30, 2016. These increases were offset by a decrease in professional fees of $14.9 million for the nine months ended September 30, 2016 primarily due to the acquisition of Advent in the prior year period. Additionally, total operating expenses includes the favorable impact from foreign currency translation of $3.0 million, which resulted from the strength of the U.S. dollar relative to currencies such as the British pound, the Indian Rupee and the Canadian dollar.
Comparison of the Three and Nine Months Ended September 30, 2016 and 2015 for Interest, Taxes and Other
Interest expense, net. We had net interest expense of $31.6 million and $97.6 million for the three and nine months ended September 30, 2016, respectively, compared to $32.6 million and $43.7 million for the three and nine months ended September 30, 2015, respectively. The decrease in interest expense of $1.0 million for the three months ended September 30, 2016 was primarily due to a lower average debt balance as compared to the three months ended September 30, 2015. The increase in interest expense for the nine months ended September 30, 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, net. Other income, net for the three months ended September 30, 2016 and 2015 consisted primarily of foreign currency transaction gains. Other income, net for the nine months ended September 30, 2016 consisted primarily of a gain from a
21
legal settlement. Other income, net for the nine months ended September 30, 2015 consisted primarily of foreign currency transaction gains.
Loss on extinguishment of debt. We recorded a $30.4 million loss on extinguishment of debt in the three months ended September 30, 2015 in connection with the repayment and termination of our Prior Facility, as defined herein. The loss on early extinguishment of debt includes the write-off of a portion of the unamortized capitalized financing fees and the unamortized original issue discounts related to the Prior Facility for amounts accounted for as a debt extinguishment, as well as a portion of the financing fees related to the Credit Agreement for amounts accounted for as a debt modification.
Provision (benefit) for income taxes. The following table sets forth the provision for income taxes (dollars in thousands) and effective tax rates for the periods indicated:
Effective tax rate
Our September 30, 2016 and 2015 effective tax rates differ from the statutory rate primarily due to the effect of our foreign operations. The increase in the effective tax rate for the three months ended September 30, 2016 was primarily due to an increase in pre-tax income from domestic operations taxed at a high statutory rate, partially offset by the absence of the unfavorable impact of nondeductible transaction costs and repatriation of foreign earnings in the prior year. The decrease in the effective tax rate for the nine months ended September 30, 2016 was primarily due to the absence of the unfavorable impact of nondeductible transaction costs and repatriation of foreign earnings in the prior year, partially offset by an increase in pre-tax income from domestic operations taxed at a high statutory rate and 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 of 2016. 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 20% and 22%. A future proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.
Liquidity and Capital Resources
Our principal cash requirements are to finance the costs of our operations pending the billing and collection of client receivables, to fund payments with respect to our indebtedness, to invest in research and development, to acquire complementary businesses or assets and to pay dividends on our common stock. 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 2016, we paid quarterly cash dividends of $0.0625 per share of common stock on March 15, 2016, June 15, 2016 and September 15, 2016 to stockholders of record as of the close of business on March 7, 2016, June 1, 2016, and September 1, 2016, respectively, totaling $37.5 million.
Our cash and cash equivalents at September 30, 2016 were $101.8 million, a decrease of $332.4 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, capital expenditures and payment of withholding taxes related to equity award net share settlement. 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 $237.0 million for the nine months ended September 30, 2016. Cash provided by operating activities primarily resulted from net income of $74.0 million adjusted for non-cash items of $137.5 million and by changes in our working capital accounts (excluding the effect of acquisitions) totaling $25.6 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 term license and maintenance renewals. The increase in accounts payable was primarily due to the timing of payments. The decrease in accrued expenses was primarily due to the payment of annual employee bonuses in the first quarter of 2016. The increase in accounts receivable was primarily due to an increase in days’ sales outstanding related to receivables within recently acquired businesses.
22
Investing activities used net cash of $334.7 million for the nine months ended September 30, 2016, primarily related to cash paid of $309.4 million (net of cash received) for acquisitions, $18.9 million in capital expenditures and $6.1 million in capitalized software.
Financing activities used net cash of $233.8 million in for the nine months ended September 30, 2016, representing repayments of debt totaling $268.6 million, $37.5 million in quarterly dividends paid and $7.1 million in withholding taxes paid related to equity award net share settlements. These payments were partially offset by proceeds of $34.8 million from stock option exercises and income tax windfall benefits of $45.0 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 September 30, 2016, we held approximately $73.3 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 September 30, 2016, we held approximately $67.2 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 September 30, 2016, we held approximately $19.9 million in cash at our Indian operations that if repatriated to our foreign debt holder would incur distribution taxes of approximately $3.4 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.
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 September 30, 2016, there was $93.1 million in principal amount outstanding under the Term A-1 Loan, $144.4 million in principal amount outstanding under the Term A-2 Loan, $1,524.5 million in principal amount outstanding under the Term B-1 Loan and $189.5 million in principal amount outstanding under the Term B-2 Loan. As of September 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 requiring us to maintain a consolidated net senior secured leverage ratio. As of September 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 September 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
24
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.
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.
Twelve Months Ended September 30,
(in thousands)
86,071
31,648
32,645
97,583
43,664
131,276
Income tax provision (benefit)
23,755
57,470
48,737
220,904
EBITDA
137,028
40,225
365,114
192,141
462,006
Stock-based compensation
53,046
Capital-based taxes
1,000
1,472
(636
2,936
Acquired EBITDA and cost savings (1)
1,482
5,814
92,717
14,670
Unusual or non-recurring charges (2)
311
9,719
7,065
19,969
13,244
30,417
Purchase accounting adjustments (3)
5,573
27,274
29,831
27,973
51,785
Other (4)
269
78
1,822
220
2,452
Consolidated EBITDA
156,670
132,316
451,520
394,236
600,139
25
________________________
(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 September 30, 2016 are as follows:
Covenant
Requirement
Actual
Ratio
Maximum consolidated net senior secured leverage to
Consolidated EBITDA ratio(1)
5.50x
3.08x
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.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. 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. 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. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements. We are currently evaluating the impact of this standard on our financial position, results of operations and cash flows.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
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 September 30, 2016, we had total debt of $2,551.5 million, including $1,951.5 million of variable interest rate debt. As of September 30, 2016, a 1% increase in interest rates would result in an increase in interest expense of approximately $15.6 million per year.
During the nine months ended September 30, 2016, approximately 27% 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 nine months ended September 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.
The foregoing risk management discussion and the effect thereof are forward-looking statements. Actual results in the future may differ materially from these projected results due to actual developments in global financial markets. The analytical methods used by us to assess and minimize risk discussed above should not be considered projections of future events or losses.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 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 September 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 September 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Legal Proceedings
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.
Recent Sales of Unregistered Securities and Use of Proceeds
During the three months ended September 30, 2016, we repurchased 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 third 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
July 1, 2016 – July 31, 2016
29.56
August 1, 2016 – August 31, 2016
September 1, 2016 – September 30, 2016
Total
(1)Information is based on settlement dates of repurchase transactions.
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.
Item 6.
Exhibits
The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed as part of this Report.
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.
By:
/s/ Patrick J. Pedonti
Patrick J. Pedonti
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial and Accounting Officer)
Date: November 7, 2016
ExhibitNumber
Description of Exhibit
31.1
Certifications of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certifications of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished and not filed for purposes of sections 11 or 12 of the Securities Act and section 18 of the Exchange Act)
101.INS
XBRL Instance Document.*
101.SCH
XBRL Taxonomy Extension Schema Document.*
101.CAL
XBRL Taxonomy Calculation Linkbase Document.*
101.LAB
XBRL Taxonomy Label Linkbase Document.*
101.PRE
XBRL Taxonomy Presentation Linkbase Document.*
101.DEF
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 September 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 and (iv) Notes to Condensed Consolidated Financial Statements.