1011661--4/2/2007--SS&C_TECHNOLOGIES

related topics

{debt, indebtedness, cash}

{product, market, service}

{system, service, information}

{condition, economic, financial}

{property, intellectual, protect}

{stock, price, operating}

{investment, property, distribution}

{operation, international, foreign}

{product, candidate, development}

{personnel, key, retain}

{acquisition, growth, future}

Risks Relating to Our Indebtedness Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our 11 3 / 4 % senior subordinated notes due 2013. To service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial financial leverage. Right to receive payments on the notes are junior to the borrowings under our senior credit facilities and all future secured or senior indebtedness. Further, the guarantees of the notes are junior to the guarantors secured and senior indebtedness and all future secured or senior indebtedness. Restrictive covenants in the indenture governing the notes and the agreement governing our senior credit facilities may restrict our ability to pursue our business strategies. Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors. Certain subsidiaries are not included as subsidiary guarantors. We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes. Risks Relating to Our Business Our business is greatly affected by changes in the state of the general economy and the financial markets, and a slowdown or downturn in the general economy or the financial markets could adversely affect our results of operations. Further or accelerated consolidations in the financial services industry could adversely affect our business, financial condition and results of operations. We expect that our operating results, including our profit margins and profitability, may fluctuate over time. If we are unable to retain and attract clients, our revenues and net income would remain stagnant or decline. We face significant competition with respect to our products and services, which may result in price reductions, reduced gross margins or loss of market share. We may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating our acquisitions, which could adversely affect our revenues, subject us to unknown liabilities, increase costs and place a significant strain on our management. If we are unable to protect our proprietary technology, our success and our ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized use of our technology, disclosure of our proprietary information or inability to license technology from third parties. We could become subject to litigation regarding intellectual property rights, which could seriously harm our business and require us to incur significant costs, which, in turn, could reduce or eliminate profits. Our failure to continue to derive substantial revenues from the licensing of, or outsourcing solutions related to, our CAMRA, TradeThru, Pacer, AdvisorWare and Total Return software, and the provision of maintenance and professional services in support of such licensed software, could adversely affect our ability to sustain or grow our revenues and harm our business, financial condition and results of operations. We may be unable to adapt to rapidly changing technology and evolving industry standards, and our inability to introduce new products and services could adversely affect our business, financial condition and results of operations. Undetected software design defects, errors or failures may result in loss of or delay in market acceptance of our products or in liabilities that could adversely affect our revenues, financial condition and results of operations. If we cannot attract, train and retain qualified managerial, technical and sales personnel, we may not be able to provide adequate technical expertise and customer service to our clients or maintain focus on our business strategy. Challenges in maintaining and expanding our international operations can result in increased costs, delayed sales efforts and uncertainty with respect to our intellectual property rights and results of operations. Catastrophic events may adversely affect our ability to provide, our clients ability to use, and the demand for, our products and services, which may disrupt our business and cause a decline in revenues. Our application service provider systems may be subject to disruptions that could adversely affect our reputation and our business. We are controlled by The Carlyle Group, whose interests may not be aligned with yours.

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1011661--4/2/2007--SS&C_TECHNOLOGIES_INC