美國
證券交易委員會
華盛頓特區20549
表格
根據1934年證券交易法第13或15(d)條款的季度報告。 |
截至2024年6月30日季度結束
根據1934年證券交易法第13或15(d)條款的過渡報告 |
對於從 到 的過渡期間
委員會檔案編號
（依照公司章程規定指定的登記證券名稱）
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(依據所在地或其他管轄區) 的註冊地或組織地點) |
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(國稅局雇主識別號碼) 識別號碼) |
(總辦事處地址，包括郵遞區號)
(註冊人電話號碼，包括區號)
勾選表示登記商：(1) 是否已在過去12個月內（或登記商需提交報告的較短期間內）依照1934年證券交易法第13條或第15(d)條的規定提交所有報告?，並且(2) 在過去90天內已受過此等報告要求的條款約束。
標示勾選是否申報並於公司網站（如有）發佈所有根據Regulation S-t第405條規定在過去12個月內（或要求提交和發佈此類檔案的較短時段）所需提交並張貼的所有互動式資料檔。
請以核對號表示，申報人是否為大型加速發行人、加速發行人、非加速發行人、較小報告公司或新興成長公司。請參閱《交易所法》規則120億2中對「大型加速發行人」、「加速發行人」、「較小報告公司」和「新興成長公司」的定義。（請勾選一項）：
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☒ |
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加速歸檔人 |
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☐ |
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非加速歸檔人 |
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☐ |
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小型報告公司 |
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新興成長型企業 |
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如果一家新興成長公司，請打勾表示申請人已選擇不使用根據交易所法第13(a)條提供的任何新的或修訂的財務會計準則的擴展過渡期遵守。 ☐
請在核取方框內表明公司是否為空殼公司（根據交易所法規120億2號所定義）。 是 ☐ 否
根據法案第12(b)條規定註冊的證券：
每種類別的名稱 |
交易符號 |
每個註冊交易所的名稱 |
T截至2024年10月23日，這裡有股票。
SS&C TECHNOLOGIES HOLDINGS, INC。
指数
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頁面 |
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3 |
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3 |
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17 |
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27 |
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27 |
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28 |
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28 |
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28 |
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30 |
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SS&C Technologies Holdings, Inc.，或稱“SS&C Holdings”，是我們的最高控股公司。SS&C Technologies, Inc.，或稱“SS&C”，是我們的主要運營公司，是SS&C Technologies Holdings, Inc.的全資子公司。“我們”，“我們”，“我們的”和“公司”指的是SS&C Technologies Holdings, Inc.及其合併子公司，包括SS&C。
本季度10-Q表格中可能包含根據1933年證券法第27A條（經修訂）和1934年證券交易法第21E條（經修訂）的前瞻性陳述。爲此，本文件中包含的任何非歷史事實的陳述均可能被視爲前瞻性陳述。除上述限制外，“相信”、“預期”、“計劃”、“期望”、“估計”、“預計”、“預測”、“可能”、“假設”、“打算”、“將”、“持續”、“機會”、“預測”、“潛在”、“未來”、“保證”、“可能”、“目標”、“表明”、“將”、“能” 和“應該”等表達意在識別前瞻性陳述。本季度10-Q表格中標題為“風險因素”的重要因素，以及截至2023年12月31日年度10-K這份，於2024年2月28日向證券交易委員會提交的年報等其他文件中討論的內容，可能導致實際結果與此處所述及管理層隨時其他地方宣布的前瞻性陳述有實質差異。我們不承擔更新前瞻性陳述以反映未來事件或情況的義務。
2
PART I
項目 1. 財務財務報表
SS&C TECHNOLOGIES HOLDINGS, INC.及其附屬公司
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data) (Unaudited)
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September 30, |
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December 31, |
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2024 |
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2023 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Funds receivable and funds held on behalf of clients |
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Accounts receivable, net of allowance for credit losses of $ |
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Contract assets |
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Prepaid expenses and other current assets |
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Restricted cash and cash equivalents |
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Total current assets |
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Property, plant and equipment, net (Note 2) |
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Operating lease right-of-use assets |
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Investments (Note 3) |
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Unconsolidated affiliates (Note 4) |
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Contract assets |
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Goodwill (Note 6) |
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Intangible and other assets, net of accumulated amortization of $ |
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Total assets |
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$ |
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$ |
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Liabilities and Equity |
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Current liabilities: |
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Current portion of long-term debt (Note 7) |
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$ |
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$ |
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Client funds obligations |
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Accounts payable |
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Income taxes payable |
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Accrued employee compensation and benefits |
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Interest payable |
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Other accrued expenses |
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Deferred revenues |
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Total current liabilities |
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Long-term debt, net of current portion (Note 7) |
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Operating lease liabilities |
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Other long-term liabilities |
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Deferred income taxes |
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Total liabilities |
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Stockholders’ equity (Note 8): |
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Preferred stock, $ |
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Class A non-voting common stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Cost of common stock in treasury, |
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Total SS&C stockholders’ equity |
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Noncontrolling interest (Note 9) |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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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 millions, except per share data) (Unaudited)
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截至9月30日的三個月 |
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截至9月30日的九個月 |
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2024 |
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2023 |
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2024 |
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2023 |
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收入： |
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軟體啟用服務 |
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$ |
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$ |
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$ |
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$ |
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許可證、維護和相關 |
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總收益 |
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營收成本： |
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軟體啟用服務 |
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許可、維護和相關 |
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總營業成本 |
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毛利潤 |
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營業費用： |
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銷售和行銷 |
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研發費用 |
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總務與行政 |
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營業費用總計 |
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營收 |
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利息費用，淨額 |
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( |
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( |
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( |
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( |
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其他收入（費用），淨額 |
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( |
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對未合併聯營公司盈利的權益，淨額 |
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債務清償能造成的損失 |
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( |
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( |
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( |
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稅前收入 |
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所得税费用 |
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凈利潤 |
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歸屬於非控制權益的淨利潤 |
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( |
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( |
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( |
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( |
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歸屬於SS&C普通股股東的凈利潤 |
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$ |
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$ |
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$ |
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$ |
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歸屬於SS&C普通股股東的基本每股盈利 |
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$ |
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$ |
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$ |
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$ |
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歸屬於SS&C普通股股東的稀釋每股盈利 |
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$ |
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$ |
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$ |
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$ |
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基本加權平均流通股數 |
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稀釋後的加權平均普通股和普通股等值股份數 |
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凈利潤 |
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$ |
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$ |
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$ |
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$ |
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其他綜合損益（稅後淨額）： |
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0 |
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( |
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定義利益年金義務變動 |
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其他綜合損益(淨額)(稅後) |
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( |
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綜合收益 |
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歸屬於非控制股權的綜合收益 |
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( |
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( |
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( |
) |
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( |
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歸屬於SS&C普通股股東的綜合收益 |
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$ |
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$ |
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$ |
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$ |
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相關附註是這些基本報表的一個不可或缺的部分。
4
SS&C科技控股有限公司及附屬公司
綜合財務報表摘要現金流量表
(以百萬計) (未經審核)
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截至9月30日的九個月 |
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2024 |
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2023 |
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從營運活動中的現金流量: |
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凈利潤 |
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$ |
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$ |
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調整淨利潤以達經營活動所提供之淨現金流量： |
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折舊與攤提 |
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未納入合併財務報表之聯屬公司權益中的收益，淨額 |
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( |
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( |
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從未納入合併財務報表的聯屬公司收到的分配款 |
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以股份為基礎之報酬支出 |
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投資淨（損失）收益 |
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( |
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貸款籌備成本和原始發行折扣之攤銷和核銷 |
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債務清償能造成的損失 |
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資產及設備售賣或處置損失 |
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推延所得稅 |
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( |
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( |
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信用損失準備 |
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營運資產和負債變動，不包括收購影響： |
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應收帳款 |
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( |
) |
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( |
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預付費用及其他資產 |
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合同資產 |
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( |
) |
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應付賬款 |
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( |
) |
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( |
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應計費用及其他負債 |
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( |
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( |
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預付和應付所得稅 |
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( |
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( |
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逐步認列的收入 |
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( |
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經營活動產生的淨現金流量 |
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投資活動之現金流量： |
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營業收購中支付的現金，扣除取得的現金及資產收購 |
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( |
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( |
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固定資產及設備增加額 |
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( |
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( |
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產銷土地及設備款項 |
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增加資本化的軟體 |
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( |
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( |
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證券投資 |
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( |
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來自投資銷售/到期的款項 |
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從未納入關聯企業收到的分紅派息 |
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其他非流動應收款項的收回 |
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投資活動中使用的淨現金 |
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( |
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( |
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來自融資活動的現金流量 |
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從債務融資收到的現金，扣除原始發行折扣後的凈額 |
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償還債務 |
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( |
) |
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( |
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支付逾期融資費用 |
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( |
) |
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客戶資金義務的減少 |
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( |
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( |
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行使股票期權所得 |
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與股權獎勵淨股份組合有關的預扣稅款 |
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( |
) |
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( |
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購買普通股以做庫藏股 |
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( |
) |
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( |
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分紅派息支出 |
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( |
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( |
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非控制股權權益的收益 |
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籌集資金的淨現金流量 |
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( |
) |
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( |
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匯率變動對現金、現金等價物及限制性現金的影響 |
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( |
) |
|
813,840 |
|
|
( |
) |
|
|
( |
) |
本期期初現金、現金及受限制的現金餘額為 |
|
|
|
|
|
|
||
期末現金、現金等價物及受限制的現金及現金等價物 |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
現金、現金等價物及限制現金和現金等價物調解： |
|
|||||||
現金及現金等價物 |
|
$ |
|
|
$ |
|
||
受限現金及現金等價物 |
|
|
|
|
|
|
||
資金應收款項及代客持有資金中包含的限制現金和現金等價物 |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
相關附註是這些基本報表的一個不可或缺的部分。
5
SS&C TECHNOLOGIES HOLDINGS，INC.及附屬公司
股東權益變動表簡明合併財務報表
(以百萬計) (未經審核)
|
|
2024年9月30日結束的三個月 |
|
|||||||||||||||||||||||||||||
|
|
SS&C股東 |
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
普通股 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
數字 |
|
|
|
|
|
|
|
|
|
|
|
累計 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
的 |
|
|
|
|
|
額外的 |
|
|
|
|
|
其他 |
|
|
|
|
|
|
|
|
總計 |
|
||||||||
|
|
已發行股票 |
|
|
|
|
|
實收資本 |
|
|
保留收益 |
|
|
綜合 |
|
|
金融部門 |
|
|
非控制權益 |
|
|
股東权益 |
|
||||||||
|
|
股份 |
|
|
金額 |
|
|
資本 |
|
|
累積盈餘 |
|
|
（虧損）收益 |
|
|
股票 |
|
|
利息 |
|
|
股權 |
|
||||||||
2024年6月30日的結餘 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
凈利潤 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
||||
非控制權益份額收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
外匯調整 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
以股份為基礎之報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
選擇權行使淨額，扣除代扣稅款 |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
購回普通股 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
已宣布的現金分紅 - $ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
2024年9月30日結餘 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
2023年9月30日結束的三個月 |
|
|||||||||||||||||||||||||||||
|
|
SS&C股東 |
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
普通股 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
數字 |
|
|
|
|
|
|
|
|
|
|
|
累計 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
的 |
|
|
|
|
|
額外的 |
|
|
|
|
|
其他 |
|
|
|
|
|
|
|
|
總計 |
|
||||||||
|
|
已發行股票 |
|
|
|
|
|
實收資本 |
|
|
保留收益 |
|
|
綜合 |
|
|
金融部門 |
|
|
非控制權益 |
|
|
股東权益 |
|
||||||||
|
|
股份 |
|
|
金額 |
|
|
資本 |
|
|
累積盈餘 |
|
|
虧損 |
|
|
股票 |
|
|
利息 |
|
|
股權 |
|
||||||||
2023年6月30日的餘額 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
凈利潤 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
匯率期貨調整 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
以股份為基礎之報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
期權行使，扣除預扣稅後淨額 |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
購回普通股 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
現金分紅宣告 - $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
2023年9月30日結餘 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
相關附註是這些基本報表的一個不可或缺的部分。
6
SS&C TECHNOLOGIES HOLDINGS, INC.及其附屬公司
股東權益變動表簡明合併財務報表
(In millions) (Unaudited)
|
|
Nine Months Ended September 30, 2024 |
|
|||||||||||||||||||||||||||||
|
|
SS&C Stockholders |
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
of |
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Total |
|
||||||||
|
|
Issued |
|
|
|
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Noncontrolling |
|
|
Stockholders’ |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
(Loss) Income |
|
|
Stock |
|
|
Interest |
|
|
Equity |
|
||||||||
Balance, at December 31, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Proceeds from noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Foreign exchange translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Change in defined benefit plan obligation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of options, net of withholding taxes |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Repurchases of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Cash dividends declared - $ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Balance, at September 30, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
2023年9月30日結束的九個月 |
|
|||||||||||||||||||||||||||||
|
|
SS&C股東 |
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
普通股 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
數字 |
|
|
|
|
|
|
|
|
|
|
|
累計 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
的 |
|
|
|
|
|
額外的 |
|
|
|
|
|
其他 |
|
|
|
|
|
|
|
|
總計 |
|
||||||||
|
|
已發行股票 |
|
|
|
|
|
實收資本 |
|
|
保留收益 |
|
|
綜合 |
|
|
金融部門 |
|
|
非控制權益 |
|
|
股東权益 |
|
||||||||
|
|
股份 |
|
|
金額 |
|
|
資本 |
|
|
累積盈餘 |
|
|
虧損 |
|
|
股票 |
|
|
利息 |
|
|
股權 |
|
||||||||
2022年12月31日的結餘 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
凈利潤 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
匯率期貨調整 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
以股份為基礎之報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
行使期權後扣除代扣稅款 |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
購回普通股 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
已宣布的現金分紅 - $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
2023年9月30日結餘 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
附註1——報表編製基礎及合併原則
附帶的基本報表已按照美國通用會計原則（“GAAP”）編制。這些會計原則應用的基礎與我們於2023年12月31日結束的年度報告Form 10-k中包含的經過審計的合併基本報表一致。該年報已於2024年2月28日向證券交易委員會（“SEC”）提交（“2023 Form 10-K”）。在管理層的意見中，附屬的未經審計的簡明合併基本報表包括所有必要的調整（僅由於正常交易調整條款，除了其他地方在《簡明合併基本報表附註》中註明的調整），以便公允陳述截至2024年9月30日的資產負債狀況，截至2024年9月30日和2023年9月30日結束的三個月和九個月運營結果，以及截至2024年9月30日和2023年9月30日結束的九個月現金流。這些報表不包括GAAP對於年度財務報表所要求的所有信息和腳註。此處包含的《簡明合併基本報表》應與截至2023年12月31日為止的合併基本報表和相關腳註一同閱讀，該報表和腳註包括在2023 Form 10-k中。2023年12月31日的合併資產負債表數據來自經過審計的財務報表，但不包括GAAP對於年度財務報表所要求的所有披露。截至2024年9月30日和2023年9月30日結束的三個月和九個月運營結果並不一定代表後續任何季度或全年的預期結果。
附註的未經審計的簡明合併基本報表包括SS&C Technologies Holdings, Inc.及其附屬公司的賬戶，包括一個我們是主要受益人的變量利益實體（“VIE”）。所有子公司間的餘額和交易已在合併中消除。
最近的會計準則公告尚未生效
2023年11月，FASb發布了ASU 2023-07，旨在改善可報告的部門披露，以及增強有關顯著可報告的部門費用的披露。此指引將於我們的年度報告開始生效，即2024年12月31日結束的財政年度及其後的中期期間，并要求對所有已呈報的前期期間進行追溯應用。由於這些修訂不改變營運部門的識別方法，營運部門的匯總或定量門檻的應用以確定可報告的部門，我們不認為此指引對我們的財務狀況或經營業績產生實質影響。 分割報告（主題280）：改善可以報告的業務板塊披露。 該標準適用於所有公眾實體，包括只有一個可以報告的業務板塊的公眾實體，並要求增強的可以報告的業務板塊披露。披露包括定期向首席營運決策者（"CODM"）提供的重要業務板塊費用，並包括在每個業務板塊利潤或損失的報告度量內。該標準還要求披露CODM的職稱和職位，以及CODM如何使用業務板塊利潤或損失的報告度量來評估業務板塊表現，並決定如何分配資源。新標準於2023年12月15日後開始的財政年度和2024年12月31日後開始的財政年度內的中期期間生效。允許提前採納。我們目前正在評估標準對我們披露可能產生的潛在影響。
2023年12月，FASB發布了ASU 2023-09「 所得稅披露改進（主題740）該標準要求進一步增強的披露，專門涉及有效稅率調解和所得稅支付。新要求將從2024年12月15日後開始的財政年度有效，採取前瞻性的方式。允許提前採納和溯及力適用。我們目前正在評估標準對我們所得稅披露可能產生的潛在影響。
附註 2-不動產、廠房及設備，淨值
不動產、廠房及設備及相關累積折舊如下（以百萬計）：
|
|
九月三十日， |
|
|
12月31日， |
|
|
||
|
|
2024 |
|
|
2023 |
|
|
||
土地 |
|
$ |
|
|
$ |
|
|
||
建築和設施 |
|
|
|
|
|
|
|
||
設備、傢具和固定資產 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
828.9 |
|
|
|
減：累積折舊 |
|
|
( |
) |
|
|
( |
) |
|
固定資產淨額 |
|
$ |
|
|
$ |
|
|
||
截至2024年9月30日止三個月及九個月的折舊支出分別為$
8
大約 $
注記3—投資
投資如下（以百萬計）：
|
|
九月三十日， |
|
|
12月31日， |
|
||
|
|
2024 |
|
|
2023 |
|
||
不可流通的股權證券 |
|
$ |
|
|
$ |
|
||
種子資本投資 |
|
|
|
|
|
|
||
可銷售債權證券 |
|
|
|
|
|
|
||
股權投資所持有的合夥基金份額 |
|
|
|
|
|
|
||
總投資 |
|
$ |
|
|
$ |
|
||
我們股權證券的實現和未實現收益及損失如下（單位：百萬美元）：
|
|
截至9月30日的三個月 |
|
|
截至9月30日的九個月 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
期末持有的股權證券的未實現收益（損失） |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
本期內銷售的股權證券的實現收益 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他損益中認列的總收益（損失） |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
公允價值衡量
有關公允價值衡量的權威會計指引建立了三層公允價值層次結構，優先考慮在衡量公允價值時所使用的輸入。這些層次包括：第1層，定義為觀察性輸入，如於活躍市場中的報價價格；第2層，定義為除活躍市場報價價格外的輸入，這些輸入可以直接或間接地觀察到；第3層，定義為少量或沒有市場數據的不可觀察輸入，因此需要企業自行形成其假設。
截至2024年9月30日和2023年12月31日，我們持有某些投資資產和某些負債需要定期按公允價值衡量。這些投資包括貨幣市場基金和有活躍市場報價價值決定的可轉讓股權證券。因此，這些投資的公允價值衡量已在下表中分類為第1層。我們選擇使用淨資產價值作為公允價值的實際方便措施以及使用公允價值衡量替代方案衡量的投資被排除在下表之外。對於借貸勞務承諾負債的公允價值，借貸勞務認定與擁有的基礎虛擬投資（主要是股權證券）的潛在收益或損失有關，已在下表中分類為第1層。
以下表格介紹了定期按公允價值衡量的資產和負債（以百萬計）：
|
|
|
|
|
金額（千元） |
|
||||||||||
|
|
2024年9月30日 |
|
|
相同資產的活躍市場報價價格（第1層） |
|
|
顯著其他觀察資料輸入（第2級） |
|
|
顯著不可觀察輸入（第3級） |
|
||||
貨幣市場基金 (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
種子資本投資 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
可銷售的股權證券 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
遞延報酬負債 (3) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
總計 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
9
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
|
|
December 31, 2023 |
|
|
Quoted prices in Active Markets for Identical Assets (Level 1) |
|
|
Significant Other Observable Inputs (Level 2) |
|
|
Significant Unobservable Inputs (Level 3) |
|
||||
Money market funds (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Seed capital investments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation liabilities (3) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
We have partnership interests in various private equity funds that are not included in the tables above. Our investments in private equity funds were $
Generally, our investments in private equity funds are non-transferable or are subject to long holding periods, and withdrawals from the private equity firm partnerships are typically not permitted. The maximum risk of loss related to our private equity fund investments is limited to the carrying value of its investments in the entities.
Note 4—Unconsolidated Affiliates
Investments in unconsolidated affiliates are as follows (in millions):
|
|
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Ownership Percentage |
|
Carrying Value |
|
|
Excess carrying value of investment over proportionate share of net assets |
|
|
Carrying Value |
|
|
Excess carrying value of investment over proportionate share of net assets |
|
||||
Orbit Private Investments L.P. |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
International Financial Data Services L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Broadway Square Partners, LLP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pershing Road Development Company, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investments in unconsolidated affiliates are accounted for under the equity method of accounting. We record our proportionate share of the results of the unconsolidated affiliates and amortization expense related to basis differences in Equity in earnings of unconsolidated affiliates, net on the Condensed Consolidated Statements of Comprehensive Income.
10
Equity in earnings of unconsolidated affiliates, net are as follows (in millions):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Orbit Private Investments L.P. |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
International Financial Data Services L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pershing Road Development Company, LLC |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Broadway Square Partners, LLP |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other unconsolidated affiliates |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the nine months ended September 30, 2024, we received a distribution of $
Note 5—Acquisitions
Battea-Class Action Services, LLC
On September 27, 2024, we purchased all of the outstanding stock of Battea-Class Action Services, LLC (“Battea”) for approximately $
The net assets and results of operations of Battea have been included in our Condensed Consolidated Financial Statements from September 27, 2024. The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts. The preliminary fair value of the intangible assets, consisting of customer relationships, completed technologies and trade names, was determined using the income approach. The intangible assets will be 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. The customer relationships, completed technologies and trade names are expected to be amortized over approximately , and
There are $
The following summarizes the preliminary allocation of the purchase price for the September 2024 acquisition of Battea (in millions). The fair values of the acquired assets and the related evaluation of taxes, are provisional pending receipt of the final valuation for those assets. The valuation of the acquired liabilities is also preliminary.
|
|
Battea |
|
|
Accounts receivable |
|
$ |
|
|
Property, plant and equipment |
|
|
|
|
Other assets |
|
|
|
|
Funds receivable and funds held on behalf of clients |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Customer relationships |
|
|
|
|
Completed technologies |
|
|
|
|
Trade names |
|
|
|
|
Goodwill |
|
|
|
|
Accrued employee compensation and other liabilities |
|
|
( |
) |
Deferred income taxes |
|
|
( |
) |
Client funds obligations |
|
|
( |
) |
Consideration paid, net of cash acquired |
|
$ |
|
|
11
The following unaudited pro forma information is provided for illustrative purposes only and assumes that the acquisition of Battea occurred on January 1, 2023, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects. This unaudited pro forma information (in millions) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on that date, nor of the results that may be obtained in the future.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 6—Goodwill
The change in carrying value of goodwill as of and for the nine months ended September 30, 2024 is as follows (in millions):
Balance at December 31, 2023 |
|
$ |
|
|
Acquisitions completed in the current year |
|
|
|
|
Adjustments to prior acquisitions |
|
|
|
|
Effect of foreign currency translation |
|
|
|
|
Balance at September 30, 2024 |
|
$ |
|
Note 7—Debt
At September 30, 2024 and December 31, 2023, debt consisted of the following (in millions):
|
|
September 30, |
|
|
December 31, |
|
|
||
|
|
2024 |
|
|
2023 |
|
|
||
Senior secured credit facilities, weighted-average interest rate of |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
Unamortized original issue discount and debt issuance costs |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Less: current portion of long-term debt |
|
|
|
|
|
|
|
||
Long-term debt |
|
$ |
|
|
$ |
|
|
||
The table below provides a summary of the key terms of our Senior Secured Credit Facilities and Senior Notes:
|
|
Amount Outstanding |
|
|
Maturity |
|
Scheduled Quarterly |
|
|
|
(in millions) |
|
|
Date |
|
Payments Required |
|
Senior Secured Credit Facilities |
|
|
|
|
|
|
|
|
Term B-8 Loans |
|
$ |
|
|
|
|||
Term A-9 Loans |
|
|
|
|
|
|||
Revolving Credit Facility |
|
|
|
|
|
|||
|
|
|
|
|
||||
|
|
|
|
|
||||
12
Senior Secured Credit Facilities and Senior Notes
On May 9, 2024, we entered into the Incremental Joinder & First Amendment to Credit Agreement (the “Amendment”) which amended our Credit Agreement. Pursuant to the Amendment, we borrowed $
Also on May 9, 2024, we issued $
The net proceeds of the Term B-8 Loans and from the sale of the
On September 27, 2024, in connection with our acquisition of Battea, we entered into an Incremental Joinder to our Credit Agreement (the “September 2024 Incremental Joinder”). Pursuant to the September 2024 Incremental Joinder, we borrowed $
Debt issuance costs and loss on extinguishment of debt
We evaluated the borrowing of our Term B-8 Loans and issuance of
In connection with the May 2024 and September 2024 debt transactions, we capitalized an aggregate of $
Fair Value of Debt
The carrying amounts and fair values of financial instruments are as follows (in millions):
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
||||
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior secured credit facilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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.
13
Note 8—Stockholders’ Equity
Stock repurchase program
In July 2023, our Board of Directors authorized a stock repurchase program, which enabled us to repurchase up to $
Dividends
We paid quarterly cash dividends of $
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss balances, net of tax, consist of the following (in millions):
|
|
Foreign Currency Translation |
|
|
Defined Benefit Obligation |
|
|
Accumulated Other Comprehensive Loss |
|
|||
Balance, December 31, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net current period other comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Balance, September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to accumulated other comprehensive loss are as follows (in millions):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||||
|
|
Pretax |
|
|
Tax Effect |
|
|
Pretax |
|
|
Tax Effect |
|
|
Pretax |
|
|
Tax Effect |
|
|
Pretax |
|
|
Tax Effect |
|
||||||||
Defined Benefit Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized net gains (losses) on defined benefit pension plan |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Foreign Currency Translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current period translation adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Total other comprehensive income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
Note 9—Variable Interest Entity
In July 2021, we entered into an agreement whereby we obtained an
During the three months ended September 30, 2024, the Board of DomaniRx authorized a mandatory additional capital contribution in accordance with each member’s ownership interest in DomaniRx in the amount of $
14
The carrying value of the assets and liabilities associated with DomaniRx included in our condensed consolidated balance sheet at September 30, 2024 and December 31, 2023, which are limited for use in its operations and do not have recourse against our general credit or our senior secured credit facilities, are as follows:
|
|
September 30, |
|
December 31, |
|
||
|
|
2024 |
|
2023 |
|
||
Assets: |
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
$ |
|
||
Intangible assets |
|
|
|
|
|
||
Other assets |
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
Note 10—Revenues
We generate revenues primarily through our software-enabled services. Our software-enabled services are generally provided under contracts with initial terms of to
Deferred revenues primarily represent unrecognized fees billed or collected for maintenance and professional services. Deferred revenues are recognized as (or when) we perform under the contract. Deferred revenues are recorded on a net basis with contract assets at the contract level. Accordingly, as of September 30, 2024 and December 31, 2023, approximately $
As of September 30, 2024, revenue of approximately $
We record revenue net of any taxes assessed by governmental authorities.
Revenue Disaggregation
The following table disaggregates our revenues by geography (in millions):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Europe (excluding United Kingdom), Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia-Pacific and Japan |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas, excluding United States and Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
The following table disaggregates our revenues by source (in millions):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Software-enabled services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Maintenance and term licenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Perpetual licenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 11—Stock-based Compensation
Stock options, SARs, PSUs and RSUs
The amount of stock-based compensation expense recognized in our Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 was as follows (in millions):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Condensed Consolidated Statements of Comprehensive Income Classification |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Cost of software-enabled services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of license, maintenance and other related |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The stock-based compensation expense related to performance awards is adjusted for changes in our assessment of the performance target level that is probable of being achieved and the number of performance-based equity awards expected to vest. In December 2021, we granted performance-based stock options (“PSOs”) for which the 3-year performance period ends in December 2024. If the threshold level of performance is not achieved for these PSOs, $
The following table summarizes stock option and stock appreciation rights (“SARs”) activity, as well as performance stock units (“PSUs”) and restricted stock units (“RSUs”) activity, for the nine months ended September 30, 2024 (shares in millions):
|
|
Stock Options and SARs |
|
|
PSUs and RSUs |
|
|
||
Outstanding at December 31, 2023 |
|
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
|
||
Cancelled/forfeited |
|
|
( |
) |
|
|
( |
) |
|
Exercised |
|
|
( |
) |
|
|
|
|
|
Vested |
|
|
|
|
|
( |
) |
|
|
Outstanding at September 30, 2024 |
|
|
|
|
|
|
|
||
Note 12—Income Taxes
The effective tax rate was
16
Note 13—Earnings per Share
The following table sets forth the computation of basic and diluted EPS (in millions, except per share amounts):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income attributable to SS&C common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares attributable to SS&C: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – used in calculation of basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common stock equivalents – stock options and restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common and common equivalent shares outstanding – used in calculation of diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share attributable to SS&C common stockholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earnings per share attributable to SS&C common stockholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average stock options, SARs, RSUs and PSUs representing
Note 14—Commitments and Contingencies
From time to time, we are subject to legal proceedings and claims. In our opinion, we are not involved in any litigation or proceedings that would have a material adverse effect on us or our business.
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 2023 Form 10-K and the Condensed Consolidated Financial Statements included in this Form 10-Q. We use the term organic to refer to the businesses and operations that are included in the comparable prior year period on a constant currency basis. Organic excludes the impact of any business which we acquired for the time period which would impact the comparable prior year period.
Ongoing macroeconomic conditions, such as increases in interest rates, inflation and changes in foreign currency exchange rates, could have impacts on our results that are uncertain and, in many respects, outside our control. The situations remain dynamic and subject to rapid and possibly material change, which ultimately could result in material negative effects on our business and results of operations. We will continue to evaluate the nature and extent of the potential impacts to our business, consolidated results of operations, liquidity and capital resources.
Critical Accounting Policies
Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our Condensed Consolidated Financial Statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, management’s observation of trends in the industry, information provided by our clients and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our Condensed Consolidated Financial Statements. There have been no material changes to our critical accounting estimates and assumptions or the judgments affecting the application of those estimates and assumptions since the filing of our 2023 Form 10-K. Our critical accounting policies are described in the 2023 Form 10-K and include:
17
Results of Operations
Revenues
We derive our revenues from two sources: software-enabled services revenues and license, maintenance and related revenues. As a general matter, fluctuations in our software-enabled services revenues are attributable to the number of new software-enabled services clients as well as total assets under management in our clients’ portfolios and the number of outsourced transactions provided to our existing clients. Software-enabled services revenues also fluctuate as a result of reimbursements received for “out-of-pocket” expenses, such as postage and telecommunications charges, which are recorded as revenues on an accrual basis. Because these additional revenues are offset by the reimbursable expenses incurred, there is no impact on gross profit, operating income and net income, however the reimbursements billed and expenses incurred can lead to fluctuations in revenues, cost of revenues and gross margin percentage each period. License, maintenance and related revenues consist primarily of term and perpetual license fees, maintenance fees and professional services. Maintenance revenues vary based on customer retention and on the annual increases in fees, which are generally tied to the consumer price index. License and professional services revenues tend to fluctuate based on the number of new licensing clients, the timing and terms of contract renewals and demand for consulting services.
Our results of operations below include the results of our recent acquisition from the date which it was acquired. The Iress Managed Funds Administration Business (“2023 acquisition”) was acquired in October 2023 and Battea-Class Action Services, LLC (“Battea”) was acquired in September 2024.
The following table sets forth the percentage of our total revenues represented by each of the following sources of revenues for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Software-enabled services |
|
|
82.3 |
% |
|
|
82.2 |
% |
|
|
82.4 |
% |
|
|
81.7 |
% |
License, maintenance and related |
|
|
17.7 |
% |
|
|
17.8 |
% |
|
|
17.6 |
% |
|
|
18.3 |
% |
Total revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
The following table sets forth revenues (dollars in millions) and percent change in revenues for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Percent |
|
|
Nine Months Ended September 30, |
|
|
Percent |
|
||||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
|
||||||
Software-enabled services |
|
$ |
1,206.2 |
|
|
$ |
1,122.1 |
|
|
|
7.5 |
% |
|
$ |
3,586.3 |
|
|
$ |
3,342.8 |
|
|
|
7.3 |
% |
License, maintenance and related |
|
|
259.6 |
|
|
|
243.8 |
|
|
|
6.5 |
% |
|
|
766.0 |
|
|
|
748.4 |
|
|
|
2.4 |
% |
Total revenues |
|
$ |
1,465.8 |
|
|
$ |
1,365.9 |
|
|
|
7.3 |
% |
|
$ |
4,352.3 |
|
|
$ |
4,091.2 |
|
|
|
6.4 |
% |
Three Months Ended September 30, 2024 and 2023. Our revenues increased $99.9 million, or 7.3%, primarily due to an increase of $87.5 million in organic revenues driven by strength in the SS&C GlobeOp fund administration, Global Investor and Distribution Solutions, Wealth and Investment Technologies and virtual data room services businesses. Our revenues also increased due to acquisitions, which contributed $7.7 million in revenues and the favorable impact from foreign currency translation of $4.7 million. Software-enabled services revenues increased $84.1 million, or 7.5%, primarily due to an increase in organic revenues of $73.4 million, acquisitions, which added $7.0 million in revenues, and the favorable impact from foreign currency translation of $3.7 million. License, maintenance and related revenues increased $15.8 million, or 6.5%, primarily due to an increase in organic revenues of $14.1 million, the favorable impact from foreign currency translation of $1.0 million and acquisitions, which added $0.7 million in revenues.
Nine Months Ended September 30, 2024 and 2023. Our revenues increased $261.1 million, or 6.4%, primarily due to an increase of $237.7 million in organic revenues driven by strength in the SS&C GlobeOp fund administration and virtual data room
18
services businesses. Our revenues also increased due to acquisitions, which contributed $14.7 million in revenues and the favorable impact from foreign currency translation of $8.7 million. Software-enabled services revenues increased $243.5 million, or 7.3%, primarily due to an increase in organic revenues of $222.1 million, acquisitions, which added $13.0 million in revenue and the favorable impact from foreign currency translation of $8.4 million. License, maintenance and related revenues increased $17.6 million, or 2.4%, primarily due to an increase in organic revenues of $15.6 million, acquisition, which added $1.7 million in revenue and the favorable impact from foreign currency translation of $0.3 million.
Cost of Revenues
Cost of software-enabled services revenues consists primarily of costs related to personnel utilized in providing our software-enabled services and amortization of intangible assets. Cost of license, maintenance and other related revenues consists primarily of the costs related to personnel utilized in servicing our maintenance contracts and to provide implementation, conversion and training services to our software licensees, as well as system integration and custom programming consulting services and amortization of intangible assets.
The following tables set forth each of the following cost of revenues as a percentage of their respective revenue source for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Cost of software-enabled services |
|
|
54.9 |
% |
|
|
55.1 |
% |
|
|
54.4 |
% |
|
|
56.2 |
% |
Cost of license, maintenance and related |
|
|
38.4 |
% |
|
|
38.4 |
% |
|
|
38.2 |
% |
|
|
37.6 |
% |
Total cost of revenues |
|
|
52.0 |
% |
|
|
52.1 |
% |
|
|
51.5 |
% |
|
|
52.8 |
% |
Gross margin percentage |
|
|
48.0 |
% |
|
|
47.9 |
% |
|
|
48.5 |
% |
|
|
47.2 |
% |
The following table sets forth cost of revenues (dollars in millions) and percent change in cost of revenues for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Percent |
|
|
Nine Months Ended September 30, |
|
|
Percent |
|
||||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
|
||||||
Cost of software-enabled services |
|
$ |
661.9 |
|
|
$ |
617.8 |
|
|
|
7.1 |
% |
|
$ |
1,949.7 |
|
|
$ |
1,877.4 |
|
|
|
3.9 |
% |
Cost of license, maintenance and related |
|
|
99.7 |
|
|
|
93.7 |
|
|
|
6.4 |
% |
|
|
292.9 |
|
|
|
281.3 |
|
|
|
4.1 |
% |
Total cost of revenues |
|
$ |
761.6 |
|
|
$ |
711.5 |
|
|
|
7.0 |
% |
|
$ |
2,242.6 |
|
|
$ |
2,158.7 |
|
|
|
3.9 |
% |
Three Months Ended September 30, 2024 and 2023. Our total cost of revenues increased by $50.1 million, or 7.0%, primarily due to an increase of $41.1 million in organic costs, acquisitions, which added costs of $6.3 million and the unfavorable impact from foreign currency translation, which increased costs by $2.7 million. Our organic cost increase reflects continued investment in delivering client service. Cost of software-enabled services revenues increased $44.1 million, or 7.1%, primarily due to an increase of $35.8 million in organic costs, acquisitions, which added $6.3 million in costs and the unfavorable impact from foreign currency translation of $2.0 million. Cost of license, maintenance and related revenues increased $6.0 million, or 6.4%, primarily due to an increase of $5.3 million in organic costs and the unfavorable impact from foreign currency translation of $0.7 million.
Nine Months Ended September 30, 2024 and 2023. Our total cost of revenues increased by $83.9 million, or 3.9%, primarily due to an increase of $62.8 million in organic costs, acquisitions, which added costs of $16.2 million, and the unfavorable impact from foreign currency translation, which increased costs by $4.9 million. Our organic cost increase reflects continued investment in delivering client service. Cost of software-enabled services revenues increased $72.3 million, or 3.9%, primarily due to an increase of $52.1 million in organic costs, acquisitions, which added $16.2 million in costs, and the unfavorable impact from foreign currency translation of $4.0 million. Cost of license, maintenance and related revenues increased $11.6 million, or 4.1%, primarily due to an increase of $10.7 million in organic costs and the unfavorable impact from foreign currency translation of $0.9 million.
Operating Expenses
Selling and marketing expenses consist primarily of the personnel costs associated with the selling and marketing of our products, including salaries, commissions and travel and entertainment. Such expenses also include amortization of intangible assets, the cost of branch sales offices, trade shows and marketing and promotional materials. Research and development expenses consist primarily of personnel costs attributable to the enhancement of existing products and the development of new software products.
19
General and administrative expenses consist primarily of personnel costs related to management, accounting and finance, information management, human resources and administration and associated overhead costs, as well as fees for professional services.
The following table sets forth the percentage of our total revenues represented by each of the following operating expenses for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Selling and marketing |
|
|
9.8 |
% |
|
|
9.9 |
% |
|
|
9.8 |
% |
|
|
10.1 |
% |
Research and development |
|
|
9.0 |
% |
|
|
8.6 |
% |
|
|
8.8 |
% |
|
|
8.7 |
% |
General and administrative |
|
|
7.1 |
% |
|
|
7.0 |
% |
|
|
7.2 |
% |
|
|
7.1 |
% |
Total operating expenses |
|
|
25.9 |
% |
|
|
25.5 |
% |
|
|
25.8 |
% |
|
|
25.9 |
% |
The following table sets forth operating expenses (dollars in millions) and percent change in operating expenses for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Percent |
|
|
Nine Months Ended September 30, |
|
|
Percent |
|
||||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
|
||||||
Selling and marketing |
|
$ |
144.1 |
|
|
$ |
134.7 |
|
|
|
7.0 |
% |
|
$ |
427.6 |
|
|
$ |
411.6 |
|
|
|
3.9 |
% |
Research and development |
|
|
131.3 |
|
|
|
117.7 |
|
|
|
11.6 |
% |
|
|
380.9 |
|
|
|
355.5 |
|
|
|
7.1 |
% |
General and administrative |
|
|
103.7 |
|
|
|
95.6 |
|
|
|
8.5 |
% |
|
|
315.6 |
|
|
|
290.7 |
|
|
|
8.6 |
% |
Total operating expenses |
|
$ |
379.1 |
|
|
$ |
348.0 |
|
|
|
8.9 |
% |
|
$ |
1,124.1 |
|
|
$ |
1,057.8 |
|
|
|
6.3 |
% |
Three Months Ended September 30, 2024 and 2023. Operating expenses increased $31.1 million, or 8.9%, due to an increase of $26.5 million in organic operating expenses, acquisitions, which added $2.3 million in expenses, and the unfavorable impact from foreign currency translation of $2.3 million. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily increased due to resource needs to support organic growth.
Nine Months Ended September 30, 2024 and 2023. Operating expenses increased $66.3 million, or 6.3%, due to an increase of $60.0 million in organic operating expenses, acquisitions, which added $3.4 million in expenses, and the unfavorable impact from foreign currency translation of $2.9 million. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily increased due to resource needs to support organic growth.
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023 for Interest, Taxes and Other
Interest expense, net. Net interest expense totaled $109.6 million and $338.9 million for the three and nine months ended September 30, 2024, respectively, compared to $120.6 million and $350.5 million for the three and nine months ended September 30, 2023, respectively. The decrease in interest expense, net for 2024 as compared to 2023, for the three months ended is primarily due to lower average debt balances. The decrease in interest expense, net for the nine months ended September 30, 2024 is due to lower average debt balances, partially offset by slightly higher average interest rates. We had an average interest rate of 6.78% and 6.81% for the three and nine months ended September 30, 2024, respectively, compared to 6.87% and 6.56% for the three and nine months ended September 30, 2023, respectively.
Other income (expense), net. Other income (expense), net was $9.3 million and $16.5 million for the three and nine months ended September 30, 2024, respectively, compared to $(5.0) million and $15.3 million for the three and nine months ended September 30, 2023, respectively. For the three months ended September 30, 2024, other income (expense), net consisted primarily of foreign currency translation gains of $4.2 million, investment gains due to mark-to market adjustments of $3.1 million and dividend income of $2.2 million. For the nine months ended September 30, 2024, other income (expense), net consisted primarily of dividend income of $14.8 million and investment gains due to mark-to-market adjustments of $2.5 million, partially offset by foreign currency translation losses of $1.6 million. For the three and nine months ended September 30, 2023, other (expense) income, net included investment losses due to mark-to-market adjustments of $2.7 million and $0.9 million, respectively, and foreign currency translation losses of $2.5 million and $3.7 million, respectively, as well as dividend income of $2.3 million and $14.6 million, respectively. During the nine months ended September 30, 2023, other income also included income of $13.4 million from the settlement of a dispute related to pre-acquisition matters and losses of $7.3 million related to the fair value adjustments on assets held for sale.
20
Equity in earnings of unconsolidated affiliates, net. Equity in earnings of unconsolidated affiliates, net totaled $1.1 million and $20.7 million for the three and nine months ended September 30, 2024, respectively, compared to $27.5 million and $42.6 million for the three and nine months ended September 30, 2023, respectively. Our equity in earnings of unconsolidated affiliates, net in 2024 included a $17.1 million adjustment for the nine months ended September 30, 2024 to increase the carrying value of one of our investments. Our equity in earnings of unconsolidated affiliates, net in 2023 included a $26.4 million and $38.8 million adjustment for the three and nine months ended September 30, 2023, respectively, to increase the carrying value of one of our investments.
Provision for income taxes. The following table sets forth the provision for income taxes (dollars in millions) and effective tax rates for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Provision for income taxes |
|
$ |
60.0 |
|
|
$ |
51.2 |
|
|
$ |
140.5 |
|
|
$ |
167.3 |
|
Effective tax rate |
|
|
26.7 |
% |
|
|
24.6 |
% |
|
|
21.5 |
% |
|
|
28.8 |
% |
Our effective tax rates for the three and nine months ended September 30, 2024 and 2023 differ from the statutory rate of 21.0% primarily due to the composition of income before income taxes from foreign and domestic tax jurisdictions, foreign income that is being taxed in the U.S. offset by foreign tax credits that are being limited and the recognition of windfall tax benefits from stock awards. Our effective tax rates for the three and nine months ended September 30, 2024 include benefits of $1.1 million and $41.9 million, respectively, related to releases of uncertain tax positions and $1.5 million and $7.2 million, respectively, of tax refunds, due to closed audits and statute of limitations expirations. The change in the effective tax rate for the three months ended September 30, 2024 compared to the prior year was primarily related to a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions, partially offset by an increased recognition of windfall tax benefits from stock awards in the current year. The change in the effective tax rate for the nine months ended September 30, 2024 compared to the prior year was primarily related to releases of uncertain tax positions in the current year due to closed audits, an increased recognition of windfall tax benefits from stock awards in the current year and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions. While we have income from multiple foreign sources, the majority of our non-U.S. operations are in the United Kingdom and India. We anticipate the statutory tax rates in 2024 to be 25.0% in the United Kingdom and approximately 25.4% in India. A future change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.
On August 16, 2022, the Inflation Reduction Act was signed into law, which includes a 15% corporate alternative minimum tax and a 1% excise tax on stock repurchases. The provisions were effective January 1, 2023 and were immaterial to our financial results, financial position and cash flows. The 1% excise tax on stock repurchases is included as a cost to acquire treasury stock.
In 2021, the OECD (“Organisation for Economic Co-operation and Development”)/G20 Inclusive Framework on Base Erosion and Profit Shifting released Model Global Anti-Base Erosion rules under Pillar Two. Further guidance has been released throughout 2022 and 2023. Certain aspects of Pillar Two are effective January 1, 2024 and other aspects are effective January 1, 2025. Many non-U.S. tax jurisdictions in which we operate have either recently enacted legislation or are in the process of enacting legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 or in future years. We do not expect the provisions effective in 2024 to materially impact our financial results, financial position and cash flows.
Liquidity and Capital Resources
Our principal cash requirements are to finance the costs of our operations pending the billing and collection of client receivables, to fund payments with respect to our indebtedness, to invest in research and development, to acquire complementary businesses or assets, to repurchase shares of our common stock and to pay dividends on our common stock. We expect our cash on hand, cash flows from operations and cash available under 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.
We paid quarterly cash dividends of $0.24 per share of common stock in each of March 2024 and June 2024 and $0.25 per share of common stock in September 2024 totaling $182.6 million in the aggregate. We paid quarterly cash dividends of $0.20 per share of common stock in each of March 2023 and June 2023 and $0.24 per share of common stock in September 2023 totaling $160.9 million in the aggregate.
Client funds obligations include our transfer agency client balances invested overnight as well as our contractual obligations to remit funds to satisfy client pharmacy claim obligations and are recorded on the Condensed Consolidated Balance Sheet when incurred, generally after a claim has been processed by us. Our contractual obligations to remit funds to satisfy client obligations are primarily sourced by funds held on behalf of clients. We had $2,081.5 million of client funds obligations at September 30, 2024.
21
Cash flows from operating, investing and financing activities, as reflected in our Condensed Consolidated Statements of Cash Flows, are summarized in the following table (in millions):
|
|
Nine Months Ended September 30, |
|
|
|
|
||||||
Net cash, cash equivalents and restricted cash provided by (used in): |
|
2024 |
|
|
2023 |
|
|
Change From Prior Year |
|
|||
Operating activities |
|
$ |
902.0 |
|
|
$ |
826.7 |
|
|
$ |
75.3 |
|
Investing activities |
|
|
(802.6 |
) |
|
|
(167.1 |
) |
|
|
(635.5 |
) |
Financing activities |
|
|
(790.1 |
) |
|
|
(812.6 |
) |
|
|
22.5 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
2.2 |
|
|
|
(4.2 |
) |
|
|
6.4 |
|
Net decrease in cash, cash equivalents and restricted cash |
|
$ |
(688.5 |
) |
|
$ |
(157.2 |
) |
|
$ |
(531.3 |
) |
Net cash provided by operating activities was $902.0 million for the nine months ended September 30, 2024. Cash provided by operating activities primarily resulted from net income of $513.3 million adjusted for non-cash items of $640.0 million, partially offset by changes in our working capital accounts totaling $251.3 million. The changes in our working capital accounts were driven by an increase in accounts receivable, decreases in accrued expenses, a decrease in accounts payable and an increase in contract assets.
Investing activities used net cash of $802.6 million for the nine months ended September 30, 2024, primarily related to $646.9 million paid for business acquisitions, net of cash acquired and asset acquisitions, $149.7 million in capitalized software development costs and $41.7 million in capital expenditures, partially offset by $24.4 million in distributions received from unconsolidated affiliates, the collection of other non-current receivables of $7.7 million and proceeds from the sale of property and equipment of $3.3 million.
Financing activities used net cash of $790.1 million for the nine months ended September 30, 2024, primarily representing a net decrease in client fund obligations of $952.2 million, $369.3 million of purchases of common stock for treasury, $182.6 million in quarterly dividends paid, $36.6 million in payments of deferred financing fees and $20.3 million in withholding taxes paid related to equity award net share settlements. These expenditures were partially offset by net borrowings of $484.9 million, proceeds of $271.1 million from stock option exercises and proceeds from noncontrolling interests of $14.9 million.
We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At September 30, 2024, we held approximately $251.9 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for income taxes had been made.
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 and Senior Notes
The table below provides a summary of the key terms of our Senior Secured Credit Facilities and Senior Notes:
|
|
Amount Outstanding |
|
|
Maturity |
|
Scheduled Quarterly |
|
|
|
(in millions) |
|
|
Date |
|
Payments Required |
|
Senior Secured Credit Facilities |
|
|
|
|
|
|
|
|
Term B-8 Loans |
|
$ |
3,690.0 |
|
|
May 9, 2031 |
|
0.25% |
Term A-9 Loans |
|
|
800.0 |
|
|
September 27, 2029 (1) |
|
0.625% (2) |
Revolving Credit Facility |
|
|
— |
|
|
December 28, 2027 |
|
None |
5.5% Senior Notes |
|
|
2,000.0 |
|
|
September 30, 2027 |
|
None |
6.5% Senior Notes |
|
|
750.0 |
|
|
June 1, 2032 |
|
None |
22
The senior secured credit facility has a revolving credit facility available for borrowings by SS&C with $600.0 million in available commitments (“Revolving Credit Facility”), of which $596.9 million was available as of September 30, 2024. The Revolving Credit Facility also contains a $75.0 million letter of credit sub-facility, of which $3.1 million was utilized as of September 30, 2024.
May 2024 Debt Refinancing
On May 9, 2024, we entered into the Incremental Joinder & First Amendment to Credit Agreement (the “Amendment”), which amended our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Pursuant to the Amendment, we borrowed $3,935.0 million in aggregate principal amount of incremental term B-8 loans (the “Term B-8 Loans”). The Term B-8 Loans bear interest at, at our option, the Base Rate (as defined in the Amendment), plus 1.00% per annum, or the Term SOFR Rate (as defined in the Amendment), plus 2.00% per annum.
Also on May 9, 2024, we issued $750.0 million aggregate principal amount of 6.5% Senior Notes due 2032 (the “6.5% Senior Notes”). The 6.5% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our existing and future senior indebtedness. The 6.5% Senior Notes are fully and unconditionally guaranteed, jointly and severally, by SS&C Holdings and all of its existing domestic restricted subsidiaries (other than SS&C Technologies) that guarantee our existing senior secured credit facilities and future domestic restricted subsidiaries that guarantee our existing senior secured credit facilities and certain other indebtedness. Interest on the 6.5% Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024.
The net proceeds of the Term B-8 Loans and from the sale of the 6.5% Senior Notes were used to repay all amounts owed under the term B-3 loans, the term B-4 loans, the term B-5 loans, the term B-6 loans and the term B-7 loans (together, the “Existing Term Loans”) under the Credit Agreement, as well as to pay related fees and expenses.
September 2024 Incremental Joinder
On September 27, 2024, in connection with our acquisition of Battea, we entered into an Incremental Joinder to our Credit Agreement (the “September 2024 Incremental Joinder”). Pursuant to the September 2024 Incremental Joinder, we borrowed $800.0 million in aggregate principal amount of incremental term A-9 loans (“Term A-9 Loans”), the net proceeds of which were used to finance in part the acquisition of Battea, the payment of fees and expenses related thereto and for working capital and general corporate purposes. The Term A-9 Loans bear interest at, at our option, the Base Rate (as defined in the Incremental Joinder), plus 0.50% per annum, or the Term SOFR Rate (as defined in the Incremental Joinder), plus 1.50% per annum, in each case with two leverage-based adjustments that increase the interest margin by 0.25% per annum if our consolidated net secured leverage ratio is greater than 3.50x and 4.25x, respectively, and one leverage-based adjustment that reduces the interest rate margin by 0.125% per annum if our consolidated net secured leverage ratio is less than or equal to 2.50x.
Debt issuance costs and loss on extinguishment of debt
We evaluated the borrowing of our Term B-8 Loans and issuance of 6.5% Senior Notes and the repayment of our Existing Term Loans in accordance with FASB Accounting Standards Codification 470-50, Debt Modifications and Extinguishments. We determined that the new debt borrowing and issuance and existing debt repayment were two independent transactions due to the fact that (i) no single investor held a significant concentration of both the old and the new debt, (ii) none of the old investors were included in negotiations with creditors about modifying the old debt, and (iii) all lenders were provided the same opportunity to participate in the new debt regardless of whether they were an existing lender. Consequently, the refinancing was accounted for as a debt extinguishment. As a result, the Existing Term Loans borrowing costs of $27.7 million were expensed and are included in Loss on extinguishment of debt in the Condensed Consolidated Statement of Comprehensive Income during the nine months ended September 30, 2024.
In connection with the May 2024 and September 2024 debt transactions, we capitalized an aggregate of $4.0 million and $38.6 million during the three and nine months ended September 30, 2024, respectively, in financing costs, which represent new third-party costs.
23
Debt Terms
Our obligations under the Term B-8 Loans and Term A-9 Loans are guaranteed by our existing and future wholly-owned domestic restricted subsidiaries (subject to customary exceptions and limitations). The obligations of the loan parties under the amended senior secured credit facility are secured by substantially all of the assets of such persons (subject to customary exceptions and limitations), including a pledge of all of the capital stock of substantially all of the U.S. wholly-owned restricted subsidiaries of such persons (with customary exceptions and limitations) and 65% of the capital stock of certain foreign restricted subsidiaries of such persons (with customary exceptions and limitations).
The amended senior secured credit facility includes negative covenants that, among other things and subject to certain thresholds and exceptions, limit our ability and the ability of our restricted subsidiaries to incur debt or liens, make investments (including in the form of loans and acquisitions), merge, liquidate or dissolve, sell property and assets, including capital stock of our subsidiaries, pay dividends on our capital stock or redeem, repurchase or retire our capital stock, alter the business we conduct, amend, prepay, redeem or purchase subordinated debt, or engage in transactions with our affiliates. The amended senior secured credit facility also contains customary representations and warranties, affirmative covenants and events of default, subject to customary thresholds and exceptions. In addition, the amended senior secured credit facility contains a financial covenant for the benefit of the Revolving Credit Facility requiring us to maintain a maximum consolidated net secured leverage ratio. The amended senior secured credit facility also contains a financial maintenance covenant for the benefit of the Term A-9 Loans that will require us to maintain a separate maximum consolidated net secured leverage ratio. In addition, under the amended senior secured credit facility, certain defaults under agreements governing other material indebtedness could result in an event of default under the amended senior secured credit facility, in which case the lenders could elect to accelerate payments under the amended senior secured credit facility and terminate any commitments they have to provide future borrowings. As of September 30, 2024, we were in compliance with all financial and non-financial covenants.
The 5.5% Senior Notes are guaranteed, jointly and severally, by SS&C Holdings and all of its existing and future domestic restricted subsidiaries that guarantee our existing senior secured credit facilities or certain other indebtedness. The 5.5% Senior Notes are unsecured senior obligations that are equal in right of payment to all of our existing and future senior unsecured indebtedness. Interest on the 5.5% Senior Notes is payable on March 30 and September 30 of each year.
At any time and from time to time, we may, at our option, redeem some or all of the 5.5% Senior Notes, in whole or in part, at the redemption prices set forth in the following table, expressed as a percentage of the principal amount, plus accrued and unpaid interest to the redemption date:
Redemption Date |
|
Price |
|
|
On or after March 30, 2024 |
|
|
101.375 |
% |
March 30, 2025 and thereafter |
|
|
100.000 |
% |
At any time prior to June 1, 2027, we may, at our option, redeem some or all of the 6.5% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the 6.5% Senior Notes, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, the date of redemption. On and after June 1, 2027, we may, at our option, redeem some or all of the 6.5% Senior Notes, in whole or in part, at the redemption prices set forth in the following table, expressed as a percentage of the principal amount, plus accrued and unpaid interest to the redemption date:
Year |
|
Price |
|
|
On or after June 1, 2027 |
|
|
103.250 |
% |
On or after June 1, 2028 |
|
|
101.625 |
% |
June 1, 2029 and thereafter |
|
|
100.000 |
% |
We may also, from time to time in our sole discretion, purchase, redeem, or retire any outstanding 5.5% Senior Notes and 6.5% Senior Notes, through tender offers, in privately negotiated or open market transactions, or otherwise.
The indentures governing the 5.5% Senior Notes and 6.5% Senior Notes contain a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our domestic restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, or enter into transactions with its affiliates. Any event of default under the amended senior secured credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing each of the Senior Notes.
24
Covenant Compliance
Under the Revolving Credit Facility portion of the amended senior secured credit facility, we are required to satisfy and maintain a specified financial ratio at the end of each fiscal quarter if the sum of (i) outstanding amount of all loans under the Revolving Credit Facility and (ii) all non-cash collateralized letters of credit issued under the Revolving Credit Facility in excess of $20 million is equal to or greater than 30% of the total commitments under the Revolving Credit Facility. In addition, the Term A-9 Loans will be subject to a 5.25x consolidated net secured leverage ratio commencing at the fiscal quarter ending December 31, 2024, which will, at our option, increase to 5.75x for four consecutive fiscal quarters following a material permitted acquisition. Our ability to meet either financial ratio can be affected by events beyond our control, and we cannot assure you that we will meet either ratio. Any breach of either financial covenant could result in an event of default under the amended senior secured credit facility. Upon the occurrence of any event of default under the amended senior secured credit facility, the lenders could elect to declare all amounts outstanding under the amended senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. Any default and subsequent acceleration of payments under the amended senior secured credit facility would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the amended senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to baskets and ratios based on Consolidated EBITDA.
Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in the amended senior secured credit facility, which is the material facility supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the amended senior secured credit facility. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with the specified financial ratio and other financial condition tests contained in the amended senior secured credit facility.
Management uses Consolidated EBITDA to gauge the costs of our capital structure on a day-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.
Consolidated EBITDA does not represent net income or cash flow from operations as those terms are defined by generally accepted accounting principles, or GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, the amended senior secured credit facility requires that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.
Consolidated EBITDA is not a recognized measurement under GAAP and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income, which is the most directly comparable GAAP financial measure, including:
25
The following is a reconciliation of net income to Consolidated EBITDA attributable to SS&C common stockholders as defined in our amended senior secured credit facility.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Twelve Months Ended September 30, |
|
|||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|||||
Net income |
|
$ |
164.6 |
|
|
$ |
156.6 |
|
|
$ |
513.3 |
|
|
$ |
413.7 |
|
|
$ |
708.3 |
|
Interest expense, net |
|
|
109.6 |
|
|
|
120.6 |
|
|
|
338.9 |
|
|
|
350.5 |
|
|
|
458.3 |
|
Provision for income taxes |
|
|
60.0 |
|
|
|
51.2 |
|
|
|
140.5 |
|
|
|
167.3 |
|
|
|
222.2 |
|
Depreciation and amortization |
|
|
171.3 |
|
|
|
168.5 |
|
|
|
504.3 |
|
|
|
500.4 |
|
|
|
674.4 |
|
EBITDA |
|
|
505.5 |
|
|
|
496.9 |
|
|
|
1,497.0 |
|
|
|
1,431.9 |
|
|
|
2,063.2 |
|
Stock-based compensation |
|
|
52.2 |
|
|
|
42.1 |
|
|
|
147.9 |
|
|
|
117.5 |
|
|
|
189.8 |
|
Acquired EBITDA and cost savings (1) |
|
|
0.8 |
|
|
|
— |
|
|
|
19.4 |
|
|
|
— |
|
|
|
34.5 |
|
Loss on extinguishment of debt |
|
|
1.3 |
|
|
|
0.5 |
|
|
|
30.1 |
|
|
|
1.1 |
|
|
|
31.1 |
|
Equity in earnings of unconsolidated affiliates, net |
|
|
(1.1 |
) |
|
|
(27.5 |
) |
|
|
(20.7 |
) |
|
|
(42.6 |
) |
|
|
(78.2 |
) |
Purchase accounting adjustments (2) |
|
|
1.9 |
|
|
|
2.4 |
|
|
|
5.7 |
|
|
|
6.7 |
|
|
|
8.3 |
|
ASC 606 adoption impact |
|
|
(0.7 |
) |
|
|
(0.8 |
) |
|
|
(2.0 |
) |
|
|
(2.3 |
) |
|
|
(2.7 |
) |
Foreign currency translation (gains) losses |
|
|
(4.2 |
) |
|
|
2.5 |
|
|
|
1.6 |
|
|
|
3.7 |
|
|
|
(2.3 |
) |
Investment (gains) losses (3) |
|
|
(5.3 |
) |
|
|
0.5 |
|
|
|
(17.3 |
) |
|
|
(13.7 |
) |
|
|
(22.5 |
) |
Facilities and workforce restructuring |
|
|
13.9 |
|
|
|
13.8 |
|
|
|
33.6 |
|
|
|
42.5 |
|
|
|
47.9 |
|
Acquisition related (4) |
|
|
1.8 |
|
|
|
3.9 |
|
|
|
2.7 |
|
|
|
(1.3 |
) |
|
|
3.9 |
|
Other (5) |
|
|
1.8 |
|
|
|
0.5 |
|
|
|
6.4 |
|
|
|
3.8 |
|
|
|
10.0 |
|
Consolidated EBITDA |
|
$ |
567.9 |
|
|
$ |
534.8 |
|
|
$ |
1,704.4 |
|
|
$ |
1,547.3 |
|
|
$ |
2,283.0 |
|
Consolidated EBITDA attributable to noncontrolling interest (6) |
|
|
(0.9 |
) |
|
|
(0.9 |
) |
|
|
(3.1 |
) |
|
|
(2.1 |
) |
|
|
(4.0 |
) |
Consolidated EBITDA attributable to SS&C common stockholders |
|
$ |
567.0 |
|
|
$ |
533.9 |
|
|
$ |
1,701.3 |
|
|
$ |
1,545.2 |
|
|
$ |
2,279.0 |
|
________________________
Our covenant requirement for consolidated net secured leverage ratio for the benefit of the Revolving Credit Facility and the actual ratio as of September 30, 2024 are as follows:
|
|
Covenant |
|
Actual |
Maximum consolidated net secured leverage to |
|
6.25x |
|
1.74x |
_____________________________________________________
Recent Accounting Pronouncements Not Yet Effective
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The standard is applicable to all public entities, including public entities with a single reportable segment, and requires enhanced reportable segment disclosures. The disclosures include significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The standard also requires
26
disclosure of the title and position of the CODM as well as how the CODM uses the reported measures of a segment’s profit or loss to assess segment performance and decide how to allocate resources. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. We are currently evaluating the potential impact the standard will have on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires more enhanced disclosures specifically related to effective tax rate reconciliation and income taxes paid. The new requirements will be effective for fiscal years beginning after December 15, 2024, on a prospective basis. Early adoption and retrospective application are permitted. We are currently evaluating the potential impact the standard will have on our income tax disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We do not use derivative financial instruments for trading or speculative purposes. We have generally invested our available cash in short-term, highly liquid financial instruments, having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.
Interest Rate Risk
We derive service revenues from investment earnings related to cash balances maintained in bank accounts on which we are the agent for clients. The balances maintained in the bank accounts will fluctuate. For the nine months ended September 30, 2024, our average daily cash balances of approximately $2,157.3 million were maintained in such accounts. We estimate that a 100 basis point change in the interest earnings rate would equal approximately $10.9 million of net income, net of income taxes, on an annual basis. The effect of changes in interest rates attributable to earnings derived from cash balances we hold for clients is offset by changes in interest rates on our variable debt.
At September 30, 2024, total variable interest rate debt was approximately $4,490.0 million. As of September 30, 2024, a 100 basis point increase in interest rates would result in an increase in interest expense of approximately $44.9 million per year.
Equity Price Risk
We have exposure to equity price risk as a result of our investments in equity securities. Equity price risk results from changes in the level or volatility of equity prices which affect the value of equity securities or instruments that derive their value from such securities or indexes. The fair value of our investments that are subject to equity price risk as of September 30, 2024 was approximately $51.3 million. The impact of a 10% change in fair value of these investments would have been approximately $3.8 million to net income, net of income taxes. Changes in equity values of our investments could have a material effect on our results of operations and our financial position.
Foreign Currency Exchange Rate Risk
During the nine months ended September 30, 2024, approximately 31% 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 British pound. While revenues and expenses of our foreign operations are primarily denominated in their respective local currencies, some subsidiaries do enter into certain transactions in currencies that are different from their local currency. These transactions consist primarily of cross-currency intercompany balances and trade receivables and payables. As a result of these transactions, we have exposure to changes in foreign currency exchange rates that result in foreign currency transaction gains and losses, which we report in other income (expense), net. These amounts were not material for the nine months ended September 30, 2024. 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 because 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,
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2024. 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, 2024, 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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The information regarding certain legal proceedings in which we are involved as set forth in Note 14 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) is incorporated by reference into this Item 1.
In addition, we are involved in various other legal proceedings arising in the normal course of our businesses. At this time, we do not believe any material losses under these claims to be probable. While the ultimate outcome of such legal proceedings cannot be predicted with certainty, it is in the opinion of management, after consultation with legal counsel, that the final outcome in such proceedings, in the aggregate, would not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
第1A項。風險因素
截至本報告日期，我們先前在2023年12月31日結束的年度報告Form 10-k中披露的風險因素沒有發生任何重大變化。
項目2。未註冊的股權證券銷售和款項使用
以下是2024年第三季度我們普通股的回購摘要（單位：百萬美元，每股平均價格除外）：
期間（1） |
|
（a）已購買的股份總數（2） |
|
|
(b) 每股的平均購買價格 |
|
|
(c) |
|
|
(d) |
|
||||
2024年7月1日至2024年7月31日 |
|
|
0.2 |
|
|
$ |
72.58 |
|
|
|
0.2 |
|
|
$ |
985.2 |
|
2024年8月1日至2024年8月31日 |
|
|
0.9 |
|
|
$ |
71.18 |
|
|
|
0.9 |
|
|
$ |
922.3 |
|
2024年9月1日至2024年9月30日 |
|
|
0.1 |
|
|
$ |
75.09 |
|
|
|
0.1 |
|
|
$ |
911.7 |
|
合計 |
|
|
1.2 |
|
|
|
|
|
|
1.2 |
|
|
|
|
||
(1) 資訊基於回購交易的交易日期。
(2) 代表根據我們之前的普通股回購計劃在公開市場交易中回購的股份。
(3) 股票回購根據我們董事會於2024年7月授權的以前普通股回購計劃進行。 該計劃允許在公開市場上或通過私下談判購買進行一次或多次高達$10億的優先股。
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第六項。展品
前述展示物清單中列出的展示物立即在此報告中作為一部分提交。
展覽t 指數
展覽 |
|
展品描述 |
|
|
|
10.1 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32 |
|
|
|
|
|
101.INS |
|
內嵌XBRL實例文檔 - 由於其XBRL標籤嵌入了內嵌XBRL文檔中，因此此實例文檔未出現在交互式數據文件中。 |
|
|
|
101.SCH |
|
內嵌XBRL分類擴展模式文件。* |
|
|
|
101.CAL |
|
內聯XBRL稅務計算關聯連結基本文件。* |
|
|
|
101.LAB |
|
內聯XBRL稅務標籤關聯連結基本文件。* |
|
|
|
101.PRE |
|
行內XBRL分類表演示連結基底文件。* |
|
|
|
101.DEF |
|
內嵌XBRL分類定義連結基底文件。* |
|
|
|
104 |
|
封面互動數據文件（以內嵌XBRL格式且包含於展示文件101中）。
|
* 連同此併呈文件
29
SIGNATURE
根據《證券交易法》的要求，申報人已經授權簽署此報告，且得到了授權。
SS&C TECHNOLOGIES HOLDINGS, INC。 |
||
|
|
|
作者： |
|
/s/ Brian N. Schell |
|
|
Brian N. Schell 執行副總裁兼財務長 (經授權的主要金融和會計主管) |
日期：2024年10月30日
30