SS&C(SSNC) - 2021 Q4 - Annual Report

Part I Business SS&C Technologies provides software-enabled services and software to financial services and healthcare, focusing on recurring revenue and strategic acquisitions - FY2021 Financial Highlights | Metric | Value (USD Million) | | :--- | :--- | | Total Revenues | $5,051.0 | | North American Revenues | 76% of Total | | International Revenues | 24% of Total | - The company's business model is characterized by high revenue retention rates, averaging over 95% in the last five years for its software-enabled services and maintenance contracts[20] - SS&C is the world's largest hedge fund and private equity administrator and the largest mutual fund transfer agent, serving over 20,000 clients across financial services and healthcare[16][18] - The company employs a disciplined acquisition strategy, having acquired 59 businesses since 1995 to expand its product offerings, client base, and intellectual property[39][44] Overview - SS&C provides a broad range of software-enabled services and specialized software products to the global financial services and healthcare industries, with 24,000+ employees and 125 offices globally[18] - The company's healthcare business (SS&C Health) focuses on modernizing medical and pharmacy claims processing, data analytics, and improving member experience for health plans and pharmacy benefit managers[19] Market Trends - Key industry trends driving demand include the acceleration of outsourcing and cloud solutions due to COVID-19, increasing product complexity, evolving regulatory changes, a focus on digital transformation (including AI and RPA), and demands for greater transparency and efficiency[24] - The healthcare industry is undergoing a transformation driven by an aging population, rising costs, regulatory oversight, and a shift to virtual care, creating opportunities for data interoperability and population health management solutions[25] Competitive Strengths - A core strength is the use of its own proprietary software to deliver software-enabled services, which enhances operating margins and allows for rapid, scalable updates[26] - SS&C is the largest independent alternative fund administrator and mutual fund transfer agent, providing transparency and avoiding conflicts of interest that can arise with non-independent providers[29][30] - The company owns and operates a global data center footprint and a private cloud, ensuring high uptime and limiting reliance on third parties[32] Business Strategies - The company aims to build on its leadership by investing in internal development and opportunistically acquiring products and services to meet the specialized needs of the financial services industry[34] - SS&C plans to strengthen its international presence, which accounted for 24% of revenues in 2021, with a particular focus on the Asia Pacific region[40] - Profitability is expected to increase through margin expansion driven by innovative end-to-end solutions, operating leverage, automation, and a reduction in real estate footprint[41][42] Our Acquisitions Selected Major Acquisitions (2018-2020) | Acquisition Date | Acquired Business | Contract Purchase Price (USD millions) | Acquired Capabilities | | :--- | :--- | :--- | :--- | | May 2020 | Innovest | $120.0 | Web-based trust accounting and asset servicing solutions | | Nov 2019 | Algorithmics | $88.8 | Cloud-based risk analytics and regulatory solutions | | Nov 2018 | Intralinks Holdings, Inc. | $1,500.0 | Cloud-based virtual data rooms and secure collaboration | | Oct 2018 | Eze Software Group, LLC | $1,450.0 | Strengthened front-to-back office technology | | Apr 2018 | DST Systems, Inc. | $5,400.0 | Provided scale across asset management and healthcare | Products and Services - Software-enabled services include SS&C GlobeOp fund administration (over $2.2 trillion in assets under administration), Global Investor and Distribution Solutions (GIDS), retirement solutions, and the Black Diamond Wealth Platform[50] - Healthcare services encompass pharmacy solutions, including the DomaniRx joint venture with Humana and Anthem, healthcare administration, and health outcomes optimization[53][54] - Software license offerings include portfolio/investment accounting platforms like Geneva and Advent Portfolio Exchange (APX), portfolio management software, and trading software such as Eze Eclipse and Moxy[56][57][58] Competition - The market is fragmented and competitive. In hedge funds and private markets, SS&C competes with large custodian banks like State Street and BNY Mellon. In asset management, competitors include SimCorp and internal IT departments[75][77] - In healthcare, competition comes from integrated providers like United Health and CVS Health, where SS&C's independence (not being owned by a health plan) is a key differentiator[78] - In wealth management, competitors include Envestnet, Orion, and large custodians like Charles Schwab and Fidelity[81] Human Capital - As of December 31, 2021, the company had over 24,900 full-time employees, with approximately 14,200 in international operations[90] Employee Distribution by Function | Function | Number of Employees | | :--- | :--- | | Client support, consulting and services | 19,000 | | Research and development | 3,500 | | Finance and administration | 1,300 | | Sales and marketing | 1,100 | Risk Factors The company faces significant business, legal, regulatory, financial, and ownership risks, including economic downturns, cybersecurity threats, evolving regulations, substantial indebtedness, and CEO control Risks Relating to Our Business - The business is highly sensitive to the health of the general economy and financial markets, as downturns could cause clients to reduce spending, delay payments, or process fewer transactions[99][100] - Failure to successfully integrate acquired companies could disrupt operations, divert management attention, and prevent the realization of anticipated benefits like cost savings and synergies[103][104] - Cybersecurity threats are a significant risk, as disruptions, attacks, or failures in software-enabled services could lead to data loss, financial loss, liability, and reputational harm[113] - A substantial portion of operations are conducted outside the U.S. (28% of 2021 revenues), exposing the company to risks such as currency fluctuations, political instability, and complex local regulations[134][135] Legal or Regulatory Risks - The business is subject to increasing and evolving U.S. and foreign regulations, including privacy, data protection, and financial services rules. Violations could result in significant fines, sanctions, or reputational damage[146] - Privacy concerns related to the collection and storage of personal information are a key risk, with evolving frameworks like the E.U.'s GDPR and California's CCPA imposing strict requirements and significant potential penalties for non-compliance[157] - The role as a fund administrator exposes the company to potential claims and litigation from clients, investors, or regulators in the event of fund losses, fraud, or insolvency[155] Risks Relating to Our Indebtedness - As of December 31, 2021, the company had substantial total indebtedness of $5,979.7 million, which could require dedicating a significant portion of cash flow to debt service and limit financial flexibility[162] - The agreements governing the company's debt contain restrictive covenants that limit its ability to, among other things, incur additional debt, make certain investments, and pay dividends[165][166] - The planned replacement of LIBOR with an alternative reference rate like SOFR may adversely affect interest expense on the company's $3,974.5 million of variable interest rate debt[170] Risks Relating to Ownership of Our Common Stock - William C. Stone, the Chairman and CEO, beneficially owned approximately 13.3% of the outstanding common stock as of February 17, 2022, giving him significant influence over company policy and stockholder matters[174] - Provisions in the company's certificate of incorporation and bylaws, such as a classified board and limitations on calling special meetings, could discourage or prevent a change of control[177][178] Properties The company leases its Windsor, CT headquarters and operates 125 global facilities, with 59% of office space leased and 41% owned - The company leases its corporate offices in Windsor, CT, and has facilities in approximately 125 other locations globally[181] - Approximately 59% of the company's office space is leased, with the remaining 41% being owned[181] Legal Proceedings The company faces ongoing litigation related to the DST 401(k) Profit Sharing Plan, incurring a $43.4 million legal accrual in Q3 2021 for ERISA fiduciary duty breaches - The company is defending multiple legal proceedings, including a class action lawsuit and individual arbitrations, related to the DST 401(k) Profit Sharing Plan, alleging breaches of fiduciary duty under ERISA[484][489] - In Q3 2021, an accrued liability and expense of $43.4 million was recorded in connection with the ongoing DST ERISA litigation and associated arbitration awards[483] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities SS&C common stock trades on Nasdaq, with a $1 billion stock repurchase program authorized in July 2021, and $837.1 million remaining as of year-end - In July 2021, the Board authorized a stock repurchase program of up to $1 billion. As of December 31, 2021, $837.1 million remains available for repurchase[186] Comparison of Cumulative Total Return (2016-2021) | | 12/31/2016 | 12/31/2021 | | :--- | :--- | :--- | | SS&C Technologies Holdings, Inc. | $100 | $298 | | Nasdaq Composite - Total Returns | $100 | $305 | Management's Discussion and Analysis of Financial Condition and Results of Operations In 2021, revenues grew 8.2% to $5.05 billion, with gross margin improving to 47.7%, net income reaching $800.6 million, and operating cash flow at $1.43 billion Results of Operations Revenues by Source (in millions) | Revenue Source | 2021 | 2020 | 2019 | % Change (2021 vs 2020) | | :--- | :--- | :--- | :--- | :--- | | Software-enabled services | $4,256.1 | $3,891.3 | $3,869.2 | 9.4% | | License, maintenance and related | $794.9 | $776.6 | $763.7 | 2.4% | | Total revenues | $5,051.0 | $4,667.9 | $4,632.9 | 8.2% | - The 8.2% revenue increase in 2021 was primarily driven by $272.7 million in organic growth from strength in fund administration, Black Diamond, Geneva, and other services, supplemented by $56.9 million from acquisitions[201] Cost of Revenues and Gross Margin | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Total cost of revenues (USD millions) | $2,641.7 | $2,574.1 | $2,611.7 | | Gross margin percentage | 47.7% | 44.9% | 43.6% | - Total operating expenses increased 5.3% in 2021 to $1.17 billion, driven by higher personnel and technology-related costs to support organic growth[209] Liquidity and Capital Resources Summary of Cash Flows (in millions) | Cash Flow Activity | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Operating activities | $1,429.0 | $1,184.7 | $1,328.3 | | Investing activities | ($148.2) | ($210.5) | ($140.5) | | Financing activities | $556.7 | ($1,428.1) | ($513.4) | - In 2021, the company used its operating cash flow to repay $519.9 million of net debt, pay $174.0 million in dividends, and purchase $487.9 million of common stock for treasury[197][223] Contractual Obligations as of Dec 31, 2021 (in millions) | Obligation | Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Debt | $5,979.7 | $47.4 | $86.8 | $3,845.5 | $2,000.0 | | Interest payments | $902.1 | $184.5 | $366.6 | $241.0 | $110.0 | | Operating lease obligations | $389.3 | $72.4 | $113.1 | $75.1 | $128.7 | | Total | $7,417.7 | $386.4 | $608.5 | $4,184.1 | $2,238.7 | Covenant Compliance Consolidated EBITDA Reconciliation (in millions) | Line Item | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net income | $800.6 | $625.2 | $438.5 | | Interest expense, net | $201.6 | $245.9 | $404.9 | | Provision for income taxes | $236.4 | $150.6 | $93.2 | | Depreciation and amortization | $667.4 | $725.3 | $775.2 | | EBITDA | $1,906.0 | $1,747.0 | $1,711.8 | | Other Adjustments | $162.1 | $109.3 | $165.7 | | Consolidated EBITDA | $2,068.1 | $1,856.3 | $1,877.5 | - As of December 31, 2021, the company was in compliance with its debt covenants, with an actual consolidated net secured leverage ratio of 1.72x, well below the maximum requirement of 6.25x[263] Critical Accounting Estimates - Significant judgments are applied in accounting for investments, goodwill impairment testing, software capitalization, acquisition accounting (purchase price allocation), revenue recognition, stock-based compensation, and income taxes[265] - Goodwill is tested annually for impairment. The 2021 analysis indicated that the fair values of the company's two reporting units (health business and all other operations) significantly exceeded their carrying values[271][366] Quantitative and Qualitative Disclosures about Market Risk The company faces interest rate risk on $3.97 billion variable-rate debt, equity price risk on $67.0 million investments, and foreign currency risk from 28% international revenues - The company has significant interest rate risk. As of December 31, 2021, a 1% change in LIBOR would result in an approximate $39.7 million change in annual interest expense on its variable interest rate debt[288] - The company is exposed to foreign currency exchange rate risk, as approximately 28% of its 2021 revenues were generated from clients outside the United States, with a portion denominated in foreign currencies[290] Financial Statements and Supplementary Data The 2021 audited financial statements show total assets of $17.3 billion, total revenues of $5.05 billion, net income of $800.0 million, and operating cash flow of $1.43 billion Consolidated Balance Sheet Highlights (in millions) | Account | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Assets | $17,333.0 | $15,923.6 | | Goodwill | $8,045.5 | $8,078.7 | | Total Liabilities | $11,109.8 | $10,207.1 | | Long-term Debt (net) | $5,901.5 | $6,388.5 | | Total Stockholders' Equity | $6,223.2 | $5,716.5 | Consolidated Income Statement Highlights (in millions) | Account | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Total Revenues | $5,051.0 | $4,667.9 | $4,632.9 | | Gross Profit | $2,409.3 | $2,093.8 | $2,021.2 | | Operating Income | $1,242.3 | $985.8 | $914.4 | | Net Income Attributable to SS&C | $800.0 | $625.2 | $438.5 | | Diluted EPS | $2.99 | $2.35 | $1.66 | Controls and Procedures Management and external auditors confirmed the effectiveness of the company's disclosure controls and internal control over financial reporting as of December 31, 2021 - Based on an evaluation as of December 31, 2021, the CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level[498] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2021, a conclusion audited and supported by PricewaterhouseCoopers LLP[500][501] Part III Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Principal Accountant Fees Information for Items 10 through 14, covering governance, compensation, and security ownership, is incorporated by reference from the 2022 proxy statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the registrant's definitive proxy statement for the 2022 annual meeting of stockholders[507][508][509] Part IV Exhibits and Financial Statement Schedules This section lists all exhibits filed with the Form 10-K, including corporate governance documents, debt agreements, and management compensation plans - This section lists all exhibits filed with the Form 10-K, including corporate governance documents, debt agreements, and management compensation plans[514][516][518]