SS&C Technologies Holdings, Inc. 2014 Annual Report on 10-K
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SS&C Technologies Holdings, Inc. 2014 Annual Report on 10-K April 14, 2015 Dear SS&C Investor: I am happy to report that we have completed another successful year by, among other accomplishments, delivering four straight quarters of record revenues. Looking back, SS&C has grown revenues from $328.9 million in 2010 to $767.9 million in 2014, and our market cap has increased from $1.0 billion at the time of our IPO in March 2010 to over $5.0 billion today. Our entire team is proud of our achievements. Our customers, our shareholders, and our employees continue to benefit from SS&C’s ongoing innovations in financial technology, improving financial performance, including revenue growth and margin expansion, and status as a leader in the financial software and services industry. Some 2014 highlights include: • An increase of our stock price from $44.26 on December 31, 2013 to $58.49 on December 31, 2014 – an annual return of 32 percent. • The adoption of a dividend policy under which we intend to pay quarterly cash dividends in the amount of $0.125 per share or $0.50 annually. • The achievement of five straight years of record revenues resulting in $767.9 of total revenues for 2014 – an increase of 8 percent from 2013. • The acquisition of DST Global Solutions Ltd., a subsidiary of DST Systems, Inc. and a provider of investment and fund accounting software, for $95 million in December 2014. In 2014, a key focus was investing in our product portfolio. We devoted $57 million to research and development, or 7.5 percent of revenues. These investments enabled us to provide next generation releases of our core portfolio management platforms and enhance our performance, regulatory, mobility, and front office solutions. We also invested in our world class infrastructure and data centers. To respond to growing worldwide cyber security concerns, we continued use our full time dedicated security team to review and implement security controls to align with changing U.S government cyber security initiatives and guidelines, as well as respond to threats that we internally identify. We also continue to engage outside security experts to independently test our technology environment on an ongoing and regular basis. In 2014, we signed a number of large institutions as customers whose demands for software and accounting support are increasingly complex. Multi-billion dollar fund of funds, global hybrid fund structures, and large REIT customers require deep accounting and regulatory reporting expertise. Regulation continues to drive the sale of new services as well as create an entry point to organizations that are new prospects. We now have over 300 customers of our regulatory business in such areas as Form PF, AIFMD and FATCA. Additionally, our Global Wealth Platform solution gained significant traction in 2014 driven by a need for a scalable single platform. At SS&C, we also seek growth by investing in strong companies with solid customer bases, industry-leading products, and global footprints. In December 2014, we acquired DST Global Solutions Ltd. and, as a result, expanded our investment management software and services offerings to include HiPortfolio and Anova and increased our global footprint in Australia, EMEA, and Asia. Recently, we announced an agreement to acquire Advent Software, Inc. (NASDAQ: ADVS), a San Francisco-based company with more than 1,200 employees and 2014 revenues of $397 million. With the pending acquisition of Advent, and the completed acquisition of DST Global Solutions, we are excited by the opportunity to lead a wave of innovation in the investment management industry, improve our visibility into the market, and enhance our customers’ overall operations. We thank you for your support and confidence in 2014 and look forward to further achievements in 2015. William C. Stone Chairman and Chief Executive Officer SS&C Technologies Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission file number: 001-34675 SS&C TECHNOLOGIES HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 71-0987913 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 80 Lamberton Road Windsor, CT 06095 (Address of Principal Executive Offices, Including Zip Code) 860-298-4500 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.01 par value per share The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ (Do not check if a smaller reporting company) Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È As of June 30, 2014, the aggregate market value of the registrant’s common stock held by non-affiliates was $3,135,620,699 based on the closing sale price per share of the registrant’s common stock on The NASDAQ Global Select Market on such date. There were 84,282,692 shares of the registrant’s common stock outstanding as of February 23, 2015. DOCUMENTS INCORPORATED BY REFERENCE: Part III of this annual report on Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for the 2015 annual meeting of stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2014. With the exception of the sections of the definitive proxy statement specifically incorporated herein by reference, the definitive proxy statement is not deemed to be filed as part of this annual report on Form 10-K. SS&C TECHNOLOGIES HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2014 TABLE OF CONTENTS Page PART I Item 1. Business ..................................................................... 4 Item 1A. Risk Factors ................................................................... 18 Item 1B. Unresolved Staff Comments ...................................................... 33 Item 2. Properties .................................................................... 33 Item 3. Legal Proceedings .............................................................. 33 Item 4. Mine Safety Disclosures ......................................................... 34 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................................... 35 Item 6. Selected Financial Data .......................................................... 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ..... 38 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................. 52 Item 8. Financial Statements and Supplementary Data ........................................ 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 52 Item 9A. Controls and Procedures ......................................................... 52 Item 9B. Other Information .............................................................. 53 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................... 54 Item 11. Executive Compensation ......................................................... 54 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...................................................................... 54 Item