Notes to Consolidated Financial Statements
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NOTE 1.
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BASIS OF PRESENTATION
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A.
Description of Business.
Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation and a part of the S&P 500
®
Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. Broadridge’s services include investor communications, securities processing, data and analytics, and customer communications solutions. Broadridge serves a large and diverse client base across four client groups: banks/broker-dealers, asset management firms/mutual funds, corporate issuers, and wealth management firms. For capital markets firms, Broadridge helps clients lower costs and improve the effectiveness of their trade and account processing operations with support for their front-, middle- and back-office operations, and their administration, finance, risk and compliance requirements. Broadridge serves asset management firms by meeting their critical needs for shareholder communications and by providing investment operations technology to support their investment decisions. For wealth management clients, Broadridge provides an integrated platform with tools that create a better investor experience, while also delivering a more streamlined, efficient, and effective advisory servicing process. For Broadridge’s corporate issuer clients, Broadridge helps manage every aspect of their shareholder communications, including registered and beneficial proxy processing, annual meeting support, transfer agency services and financial disclosure document creation, management and United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) filing services.
The Company operates in
two
reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).
Investor Communication Solutions
- Broadridge provides governance and communications solutions through its Investor Communication Solutions business segment to the following financial services clients: banks/broker-dealers, asset management firms/mutual funds, corporate issuers and wealth management firms. In addition to financial services firms, Broadridge’s Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries.
A large portion of Broadridge’s Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge
®
(“ProxyEdge”) is Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. Broadridge also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.
Broadridge also provides asset managers and retirement service providers with data-driven solutions that help clients grow revenue, operate efficiently, and maintain compliance. Broadridge offers an end-to-end platform for content management, composition, and multi-channel distribution of regulatory, marketing, and transactional information. Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Broadridge also provides mutual fund trade processing services for retirement providers, third-party administrators, financial advisors, banks and wealth management professionals through Matrix Financial Solutions, Inc. (“Matrix”).
In addition, Broadridge provides public corporations with a full suite of solutions to help corporations manage their annual meeting process, including registered proxy distribution and processing services, proxy and annual report document management solutions, and solutions to gain insight into their shareholder base through Broadridge’s shareholder data services. Broadridge also provides financial reporting document composition and management, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.
Broadridge’s wealth management solutions enable firms, financial advisors, wealth managers, and insurance agents to better engage with customers through digital marketing and customer communications tools. Broadridge integrates data, content and technology to drive new customer acquisition and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters. Broadridge’s advisor solutions also help advisors optimize their practice management through customer and account data aggregation and reporting.
Broadridge also provides customer communications solutions which include print and digital solutions, content management, postal optimization, and fulfillment services. The Broadridge Communications Cloud
SM
(the “Communications Cloud”) provides multi-channel communications delivery, communications management, information management and control and administration capabilities that enable and enhance its clients’ communications with their customers. In addition, Broadridge provides its clients with capabilities to enhance the consumer experience associated with essential communications such as consumer statements, bills and regulatory communications.
In June 2019, Broadridge acquired the retirement plan custody and trust assets from TD Ameritrade Trust Company (“TD Ameritrade”), a subsidiary of TD Ameritrade Holding Company. The acquisition expands Broadridge's suite of solutions for the growing qualified and non-qualified retirement plan services market and the support provided for third-party administrators, financial advisors, record-keepers, banks, and brokers.
Global Technology and Operations
- Broadridge is a leading global provider of securities processing solutions for capital markets, wealth management, and asset management firms. Broadridge offers advanced solutions that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and accounting.
Broadridge’s services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Broadridge’s multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange traded derivatives.
In addition, Broadridge provides a comprehensive wealth management platform that offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. Through Broadridge’s Managed Services, it provides business process outsourcing services that support the operations of its buy- and sell-side clients’ businesses and combine its technology with its operations expertise to support the entire trade lifecycle and provide front-, middle- and back-office solutions. Broadridge also provides buy-side technology solutions for the global investment management industry through its asset management solutions, including front-, middle- and back-office solutions for hedge funds, family offices, investment managers and the providers that service this space.
In May 2019, Broadridge acquired Rockall Technologies Limited (“Rockall”), a leading provider of securities-based lending (“SBL”) and collateral management solutions for wealth management firms and commercial banks. The acquisition expands Broadridge's core front-to back-office wealth capabilities, providing innovative SBL and collateral management technology solutions to help firms manage risk and optimize clients' securities lending and financing needs.
In June 2019, Broadridge acquired RPM Technologies (“RPM”), a leading Canadian provider of enterprise wealth management software solutions and services. The acquisition brings important new capabilities and next-generation technology to Broadridge. RPM's state-of-the-art technology platforms build on Broadridge's strong Canadian wealth management business, providing a solution set for the retail banking sector with enhanced mutual fund and deposit manufacturing capabilities.
B. Consolidation and Basis of Presentation
. The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with the U.S. SEC requirements for Annual Reports on Form 10-K. These financial statements present the consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. Certain prior period amounts have been reclassified to conform to the current year presentation, except as it relates to (i) Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers” and its related amendments (collectively “ASU No. 2014-09”), (ii) ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU No. 2016-01”), (iii) ASU No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU No. 2018-02”), and (iv) ASU No. 2016-09 “Improvements to Employee Share-Based Payment Accounting” (“ASU No. 2016-09”), as described further below.
Effective July 1, 2018, the Company adopted ASU No. 2014-09 using the modified retrospective transition approach applied to all contracts. Under this transition approach, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation. However, the Company has provided additional disclosures related to the amount by which each relevant fiscal 2019 financial statement line item was affected by the adoption of ASU No. 2014-09 along with explanations for significant changes. Additional information about the Company’s revenue recognition policies and the related impact of the adoption of ASU No. 2014-09 is included in Note 2, “Summary of Significant Accounting Policies” and Note 3, “Revenue Recognition”.
Effective July 1, 2018, the Company adopted ASU No. 2016-01, which requires changes in the fair value of publicly traded equity securities for which the Company does not have significant influence to be recorded as part of Net earnings rather than as Other comprehensive income (loss), net. In addition, equity investments that do not have a readily determinable fair value will be recorded at cost less impairment as further adjusted for observable price changes in orderly transactions for identical or similar investments of the issuer. The Company adopted ASU No. 2016-01 using the modified-retrospective transition approach by recording the cumulative effect of previously unrecognized gains or losses on publicly traded equity securities to retained earnings as of July 1, 2018. The provisions of ASU No. 2016-01 relative to equity investments that do not have a readily determinable fair value have been applied prospectively. The Consolidated Financial Statements have not been revised for periods prior to July 1, 2018. The impact of adopting ASU No. 2016-01 resulted in a reclassification of less than
$0.1 million
in unrealized gains, net from accumulated other comprehensive loss to retained earnings as of July 1, 2018.
Effective July 1, 2018, the Company adopted ASU No. 2018-02, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects associated with the change in the U.S. federal corporate tax rate resulting from the U.S. Tax Cuts and Jobs Act (the “Tax Act”) enacted in December 2017. The adoption of ASU No. 2018-02 resulted in an increase to retained earnings of
$1.5 million
.
Effective July 1, 2018, the Company adopted ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU No. 2017-07”) whereby the Company revised its presentation in the Consolidated Statements of Earnings to reflect the non-service cost components of net benefit cost as part of Other non-operating income (expenses), net, which were previously recorded as part of Total operating expenses. All prior period information has been conformed to the current period presentation.
Effective July 1, 2017, the Company adopted ASU No. 2016-09, which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including presenting the excess tax benefits (“ETB”) or deficits from the exercise or vesting of share-based payments in the income statement, classifying the ETB or deficits as an operating activity in the Consolidated Statements of Cash Flows rather than as a financing activity, a revision to the criteria for classifying an award as equity or liability and an option to recognize gross stock-based compensation expense with actual forfeitures recognized as they occur. In addition, ASU No. 2016-09 eliminates the ETB from the assumed proceeds calculation under the treasury stock method for purposes of calculating diluted shares. As a result of this adoption, the Company recorded ETB related to stock-based compensation awards of
$19.3 million
and
$40.9 million
during the fiscal years ended June 30, 2019 and 2018 in the income tax provision on a prospective basis, whereas such benefits would previously have been recognized in equity. The Company also excluded the ETB from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share for the fiscal years ended June 30, 2019 and 2018. The Company has not adjusted prior periods presented for the change in accounting for ETB in the Consolidated Financial Statements. The Company also elected to apply the change in presentation of ETB in the Consolidated Statement of Cash Flows prospectively, and as a result, ETB are classified as operating activities when realized through reductions to subsequent tax payments. This adoption resulted in an increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities of
$19.3 million
and
$40.9 million
for the fiscal years ended June 30, 2019 and 2018. The Company has not adjusted prior periods presented for the change in classification of ETB on the Consolidated Statement of Cash Flows. The Company also elected to continue its current practice of estimating expected forfeitures as permitted by ASU No. 2016-09.
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NOTE 2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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A. Use of Estimates.
The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The use of estimates in specific accounting policies is described further in the notes to the Consolidated Financial Statements, as appropriate.
B. Revenue Recognition.
ASU No. 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle is that an entity recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s revenues from clients are primarily generated from fees for providing investor communications and technology-enabled services and solutions. Revenues are recognized for the
two
reportable segments as follows:
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Investor Communication Solutions
—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and that the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”) recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.
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Global Technology and Operations
—Revenues are generated primarily from fees for trade processing and related services. Revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client. The Company’s arrangements for processing and related services typically consist of an obligation to provide specific services to its clients on a when and if needed basis (a stand ready obligation) with revenue recognized from the satisfaction of the performance obligations on a monthly basis generally in the amount billable to the client. These services are generally provided under variable priced arrangements based on volume of service and can include minimum monthly usage fees. Client service agreements often include up-front consideration in addition to the recurring fee for trade processing. Up-front implementation fees, as well as certain enhancements to existing technology platforms, are deferred and recognized on a straight-line basis over the service term of the contract which corresponds to the timing of transfer of value to the client that commences after client acceptance when the processing term begins. In addition, revenue is also generated from the fulfillment of professional services engagements which are generally priced on a time and materials or fixed price basis, and are recognized as the services are provided to the client which corresponds to the timing of transfer of value to the client.
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The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:
Identification of Performance Obligations
For revenue arrangements containing multiple goods or services, the Company accounts for the individual goods or services as a separate performance obligation if they are distinct, the good or service is separately identifiable from other items in the arrangement, and if a client can benefit from it on its own or with other resources that are readily available to the client. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.
Transaction Price
Once separate performance obligations are determined, the transaction price is allocated to the individual performance obligations. If the contracted prices reflect the relative standalone selling prices
for the individual performance obligations, no allocations are made. Otherwise, the Company uses the relative selling price method to allocate the transaction price, obtained from sources such as the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar clients. If such evidence is unavailable, the Company uses the best estimate of the selling price, which includes various internal factors such as pricing strategy and market factors. A significant portion of the Company’s performance obligations are generated from transactions with volume based fees and includes services that are delivered at the same time. The Company recognizes revenue related to these arrangements over time as the services are
provided to the client. While many of the Company’s contracts contain some component of variable consideration, the Company only recognizes variable consideration that is not expected to reverse. The Company allocates variable payments to distinct services in an overall contract when the variable payment relates specifically to that particular service and for which the variable payment reflects what the Company expects to receive in exchange for that particular service. As a result, the Company generally allocates and recognizes variable consideration in the period it has the contractual right to invoice the client.
As described above, our most significant performance obligations involve variable consideration which constitutes the majority of our revenue streams. The Company’s variable consideration components meet the criteria in ASU No. 2014-09 for exclusion from disclosure of the remaining transaction price allocated to unsatisfied performance obligations as does any contracts with clients with an original duration of one year or less. The Company has contracts with clients that vary in length depending on the nature of the services and contractual terms negotiated with the client, and they generally extend over a multi-year period.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue. Distribution revenues associated with shipping and handling activities are accounted for as a fulfillment activity and recognized as the related services or products are transferred to the client. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.
C. Cash and Cash Equivalents.
Investment securities with an original maturity of
90 days
or less are considered cash equivalents. The fair value of the Company’s Cash and cash equivalents approximates carrying value due to their short term nature.
D. Financial Instruments.
Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represent the face value of the long-term fixed-rate senior notes net of the unamortized discount and net of the associated unamortized debt issuance cost. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. Refer to Note 12, “Borrowings,” for a further description of the Company’s long-term fixed-rate senior notes.
E. Property, Plant and Equipment.
Property, plant and equipment is initially recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. The estimated useful lives of assets are as follows:
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Equipment
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3 to 5 years
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Buildings and Building Improvements
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5 to 20 years
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Furniture and fixtures
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4 to 7 years
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Refer to Note 8, “Property, Plant and Equipment, Net”, for a further description of the Company’s Property, plant and equipment, net.
F. Securities.
Securities are non-derivatives that are reflected in Other non-current assets in the Consolidated Balance Sheets, unless management intends to dispose of the investment within twelve months of the end of the reporting period, in which case they are reflected in Other current assets in the Consolidated Balance Sheets. These investments are in entities over which the Company does not have control, joint control, or significant influence. Securities that have a readily determinable fair value are carried at fair value. Securities without a readily determinable fair value are initially recognized at cost and subsequently carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer, such as subsequent capital raising transactions. Changes in the value of securities with or without a readily determinable fair value are recorded in the Consolidated Statements of Earnings. In determining whether a security without a readily determinable fair value is impaired, management considers qualitative factors to identify an impairment including the financial condition and near-term prospects of the issuer.
G. Inventories.
Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market. Inventory balances of
$21.1 million
and
$18.5 million
, consisting of forms and envelopes used in the mailing of proxy and other materials to our customers, are reflected in Other current assets in the Consolidated Balance Sheets at June 30,
2019
and
2018
, respectively.
H. Deferred Client Conversion and Start-Up Costs.
Direct costs incurred to set up or convert a client’s systems to function with the Company’s technology, that are expected to be recovered, are generally deferred and recognized on a straight-
line basis over the service term of the arrangement to which the costs relate, which commences after client acceptance when the processing term begins. The Company evaluates the carrying value of deferred client conversion and start-up costs for impairment on the basis of whether these costs are fully recoverable from the expected future undiscounted net operating cash flows of the client to which the deferred costs relate. These deferred costs are reflected in Other non-current assets in the Consolidated Balance Sheets at
June 30, 2019
and June 30, 2018, respectively. Refer to Note 10, “Other Non-Current Assets” for a further description of the Company’s Deferred client conversion and start-up costs.
I. Deferred Sales Commission Costs.
The Company defers incremental costs to obtain a client contract that it expects to recover, which consists of sales commissions incurred, only if the contract is executed. Deferred sales commission costs are amortized on a straight-line basis using a portfolio approach consistent with the pattern of transfer of the goods or services to which the asset relates, which also considers expected customer lives. As a practical expedient, the Company recognizes the sales commissions as an expense when incurred if the amortization period of the sales commission asset that the entity otherwise would have recognized is one year or less. The Company evaluates the carrying value of deferred sales commission costs for impairment on the basis of whether these costs are fully recoverable from the expected future undiscounted net operating cash flows of the portfolio of clients to which the deferred sales commission costs relate. Refer to Note 10, “Other Non-Current Assets” for a further description of the Company’s Deferred sales commission costs.
J. Deferred Data Center Costs.
Data center costs relate to conversion costs associated with our principal data center systems and applications. Costs directly related to the activities necessary to make the data center usable for its intended purpose are deferred and amortized over the life of the contract on a straight-line basis commencing on the date the data center has achieved full functionality. These deferred costs are reflected in Other non-current assets in the Consolidated Balance Sheets at June 30,
2019
and
2018
, respectively. Refer to Note 10, “Other Non-Current Assets” for a further description of the Company’s Deferred data center costs.
K. Goodwill.
The Company does not amortize goodwill but instead tests goodwill for impairment at the reporting unit level at least annually or more frequently if circumstances indicate possible impairment. The Company tests for goodwill impairment annually in the fourth quarter of the fiscal year, using the March 31 financial statement balances. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the income approach, which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted earnings before interest and taxes, and the selection of the terminal value growth rate and discount rate assumptions. The weighted-average cost of capital takes into account the relative weight of each component of our consolidated capital structure (equity and long-term debt). The estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of the Company’s routine, long-range planning process. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined. Refer to Note 9, “Goodwill and Intangible Assets, Net” for a further description on the Company’s accounting for goodwill.
L. Impairment of Long-Lived Assets.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to the estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the carrying amount of an asset (or asset group) exceeds its expected estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset (or asset group) exceeds its fair value. Intangible assets with finite lives are amortized primarily on a straight-line basis over their estimated useful lives and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Refer to Note 8, “Property, Plant and Equipment, Net” for a further description of the Company’s Property, plant and equipment, net. Refer to Note 6, “Acquisitions” and Note 9, “Goodwill and Intangible Assets, Net” for a further description of the Company’s Intangible assets, net.
M. Equity Method Investments
.
The Company’s investments resulting in a 20% to 50% ownership interest are accounted for using the equity method of accounting when the ability to exercise significant influence is maintained by the Company. The Company’s share of net income or losses of equity method investments is included in Other non-operating income (expenses), net. Equity method investments are included in Other non-current assets. Equity method investments are reviewed for impairment by assessing if a decline in market value of the investment below the carrying value is other than temporary, which considers the intent and ability to retain the investment, the length of time and extent that the market value has been less than cost, and the financial condition of the investee.
N. Foreign Currency Translation and Transactions.
The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars based on exchange rates in effect at the end of each period. Revenues and expenses are translated at average exchange rates during the periods. Currency transaction gains or losses are included in Non-operating income (expenses), net. Gains or losses from balance sheet translation are included in Accumulated other comprehensive income (loss).
O. Distribution Cost of Revenues.
Distribution cost of revenues consists primarily of postage related expenses incurred in connection with the Company’s Investor Communication Solutions segment, as well as Matrix Financial Solutions, Inc. administrative services expenses. These costs are reflected in Cost of revenues in the Consolidated Statements of Earnings.
P. Stock-Based Compensation.
The Company accounts for stock-based compensation by recognizing the measurement of stock-based compensation expense in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant. For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option-pricing model. The binomial model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price, and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding. For restricted stock units, the fair value of the award is based on the current fair value of the Company’s stock on the date of grant less the present value of future expected dividends discounted at the risk-free-rate derived from the U.S. Treasury yield curve in effect at the time of grant. Refer to Note 13, “Stock-Based Compensation” for a further description of the Company’s stock-based compensation.
Q. Internal Use Software.
Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized generally over a
three
- to
five
-year period on a straight-line basis. For software developed or obtained for internal use, the Company’s accounting policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to direct time spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation stage activities are expensed as incurred. The Company also expenses internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities. Refer to Note 9, “Goodwill and Intangible assets, Net” for a further description of the Company’s capitalized software.
R. Income Taxes.
The Company accounts for income taxes under the asset and liability method, which establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements or tax returns. Deferred tax assets and liabilities are recognized based on temporary differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.
Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets attributable to net operating and capital loss carryforwards of certain subsidiaries to offset future taxable earnings. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions
as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income requires
significant judgment and are consistent with the plans and estimates used to manage the underlying businesses. Refer to Note 15, “Income Taxes” for a further description of the Company’s income taxes.
S
. Advertising Costs.
Advertising cos
ts are expensed at the time the advertising takes place.
Total advertising costs were
$4.1 million
,
$6.3 million
and
$4.2 million
for the fiscal years ended June 30,
2019
,
2018
and
2017
, respectively.
T. Concentration of Risk.
The majority of our clients operate in the financial services industry. In the fiscal years ended June 30,
2019
,
2018
and
2017
, we derived approximately
22%
,
21%
and
20%
of our consolidated revenues from our five largest clients in that particular fiscal year, respectively. Our largest single client in each of our fiscal years
2019
,
2018
and
2017
accounted for approximately
6%
of our consolidated revenues.
U. New Accounting Pronouncements.
In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Accounting for Goodwill Impairment” (“ASU No. 2017-04”). ASU No. 2017-04 removes Step 2 of the current goodwill impairment test, which currently requires a hypothetical purchase price allocation if the fair value of a reporting unit were to be less than its book value, for purposes of determining the amount of goodwill impaired. Under ASU No. 2017-04, the Company would now recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the fair value of the reporting unit; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. ASU No. 2017-04 will be effective for the Company beginning in the first quarter of fiscal 2021, to be applied on a prospective basis. The pending adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.
In January 2017, the FASB issued ASU No. 2017-01, ASU No. 2017-01, “Clarifying the Definition of a Business” (“ASU No. 2017-01”). ASU No. 2017-01 narrows the definition of a business, in part by concluding that an integrated set of assets and activities (referred to as a “set”) is not a business when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets. ASU No. 2017-01 became effective for the Company beginning in the first quarter of fiscal year 2019, and was applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU No. 2016-02”), as subsequently amended by ASU No. 2018-10 “Codification Improvements to Topic 842, Leases”, ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements”, and ASU No. 2018-20 “Leases (Topic 842): Narrow Scope Improvements for Lessors” (collectively referred to herein as “ASU No. 2016-02, as amended”). Under ASU No. 2016-02, as amended, all lease arrangements, with certain limited exceptions, exceeding a twelve-month term must now be recognized as assets and liabilities on the balance sheet of the lessee by recording a right-of-use asset and corresponding lease obligation generally equal to the present value of the future lease payments over the lease term. Further, the income statement will reflect lease expense for leases classified as operating and amortization/interest expense for leases classified as financing, determined using classification criteria substantially similar to the current lease guidance for distinguishing between an operating and capital lease. ASU No. 2016-02, as amended, also contains certain additional qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU No. 2016-02, as amended, is effective for the Company in the first quarter of fiscal year 2020 and can be adopted using either a modified retrospective basis which requires adjustment to all comparative periods presented in the consolidated financial statements, or by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of initial application. The Company has elected to adopt ASU No. 2016-02, as amended, by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of initial application.
The Company has identified and implemented appropriate changes for adopting this new lease standard on its consolidated financial statements, including changes to related disclosures, accounting policies, and necessary control, process and system changes. The adoption of the new lease standard is expected to result in the recognition of lease liabilities of
$253 million
and right-of-use assets of
$236 million
, which include the impact of existing deferred rents and tenant improvement allowances on the consolidated balance sheet as of July 1, 2019 for real and personal property operating leases. The adoption of ASU 2016-02, as amended, will not have a material impact on the Company’s Consolidated Statements of Earnings or Consolidated Statements of Cash Flows.
Effective July 1, 2018, the Company adopted ASU No. 2014-09. ASU No. 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance, including industry specific requirements. It also includes guidance on accounting for the incremental costs of obtaining and costs incurred to fulfill a contract with a customer. The core principle of the revenue model is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As a result, it is possible more judgment and estimates may be required within the revenue recognition process including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU No. 2014-09 also requires certain enhanced disclosures, including disclosures on the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.
The Company identified certain impacts of ASU No. 2014-09 on its Consolidated Financial Statements. Specifically, under ASU No. 2014-09, the Company now capitalizes certain sales commissions, and it capitalizes certain additional costs that are part of setting up or converting a client’s systems to function with the Company’s technology, both of which were previously expensed. Additionally, the Company now recognizes proxy revenue primarily at the time of proxy materials distribution to the client’s shareholders rather than on the date of the client’s shareholder meeting, which is typically 30 days after the proxy materials distribution. Other changes to the timing of revenue recognition include deferral of revenue from certain transaction processing platform enhancements as well as acceleration of revenue from certain multi-year software license arrangements that was previously recognized over the term of the software subscription.
The Company adopted ASU No. 2014-09 using the modified retrospective transition method applied to all contracts, which resulted in a cumulative-effect increase in the opening balance of retained earnings of
$101.3 million
, most notably related to the deferral of incremental sales commissions incurred in obtaining contracts in prior periods. Under this transition approach, the Company has not restated the prior period Consolidated Financial Statements presented. However, the Company has provided additional disclosures related to the amount by which each relevant fiscal 2019 financial statement line item was affected by the adoption of ASU No. 2014-09 and explanations for significant changes. See Note 3, “Revenue Recognition” for additional information about the Company’s revenue recognition policies and the related impact of the Company’s adoption of ASU No. 2014-09.
V. Subsequent Events.
In preparing the accompanying Consolidated Financial Statements, the Company has reviewed events that have occurred after June 30,
2019
through the date of issuance of the Consolidated Financial Statements. Refer to Note 20, “Subsequent Events” for a description of the Company’s subsequent events.
NOTE 3. REVENUE RECOGNITION
Disaggregation of Revenue
The Company has presented below its revenue disaggregated by product line and by revenue type within each of its Investor Communication Solutions and Global Technology and Operations reportable segments.
Fee revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven fee revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.
|
|
|
|
|
|
Fiscal Year Ended June 30, 2019
|
|
(in millions)
|
Investor Communication Solutions
|
|
Equity proxy
|
$
|
437.0
|
|
Mutual fund and exchange traded funds (“ETF”) interims
|
265.9
|
|
Customer communications and fulfillment
|
736.4
|
|
Other ICS
|
366.5
|
|
Total ICS Recurring fee revenues
|
1,805.8
|
|
|
|
Equity and other
|
107.3
|
|
Mutual funds
|
137.2
|
|
Total ICS Event-driven fee revenues
|
244.5
|
|
|
|
Distribution revenues
|
1,460.8
|
|
|
|
Total ICS Revenues
|
$
|
3,511.1
|
|
|
|
Global Technology and Operations
|
|
Equities and other
|
$
|
788.9
|
|
Fixed income
|
164.6
|
|
Total GTO Recurring fee revenues
|
953.5
|
|
|
|
Foreign currency exchange
|
(102.4
|
)
|
|
|
Total Revenues
|
$
|
4,362.2
|
|
|
|
Revenues by Type
|
|
Recurring fee revenues
|
$
|
2,759.3
|
|
Event-driven fee revenues
|
244.5
|
|
Distribution revenues
|
1,460.8
|
|
Foreign currency exchange
|
(102.4
|
)
|
Total Revenues
|
$
|
4,362.2
|
|
Contract Balances
The following table provides information about contract assets and liabilities:
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
July 1,
2018
|
|
(in millions)
|
Contract assets
|
$
|
47.5
|
|
|
$
|
35.5
|
|
Contract liabilities
|
$
|
251.6
|
|
|
$
|
162.8
|
|
Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts. Contract liabilities represent consideration received or receivable from clients before the transfer of control occurs (deferred revenue). Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.
During the fiscal year ended June 30, 2019, contract liabilities increased primarily due to the impact of client contract terminations. The Company recognized
$96.4 million
of revenue during the fiscal year ended June 30, 2019 that was included in the contract liability balance as of July 1, 2018.
Changes in Accounting Policy
Except for the changes below, the Company has consistently applied its revenue and cost accounting policies to all periods presented in its Consolidated Financial Statements. The details of the significant changes are disclosed below.
|
|
•
|
Sales Commissions - The Company previously recognized sales commissions related to contracts with clients as selling expenses when incurred. Under ASU No. 2014-09, the Company capitalizes incremental sales commissions as costs of obtaining a contract and, if expected to be recovered, amortizes such costs using a portfolio approach consistent with the pattern of transfer of the good or service to which the asset relates.
|
|
|
•
|
Deferred Client Conversion and Start-Up Costs - The Company previously capitalized direct and incremental client conversion or start-up costs to set up or convert a client’s systems to function with the Company’s technology that are expected to be recovered. Under ASU No. 2014-09, the Company capitalizes certain additional client conversion or start-up costs that are directly related to the client conversion but that are not considered incremental costs to the Company.
|
|
|
•
|
Proxy Revenues - The Company previously recognized proxy revenues following the client’s shareholder meeting, which is typically 30 days after the proxy materials distribution. Under ASU No. 2014-09, the Company recognizes proxy revenues primarily at the time of proxy materials distribution to the client’s shareholders.
|
|
|
•
|
Software Term License Revenues - The Company previously recognized revenue from software term licenses that are not hosted by the Company ratably over the contract term. Under ASU No. 2014-09, for software license arrangements that are distinct, the Company recognizes software license revenue upon delivery assuming a contract is deemed to exist. For arrangements with clients that include significant customization, modification or production of software such that the software is not distinct from the associated implementation services, revenue is typically recognized over time based upon efforts expended to measure progress towards completion or in certain cases upon completion of the installation. Software term license revenue is not a significant portion of the Company’s revenues.
|
|
|
•
|
Termination Fees - The Company previously recognized client contract termination fees at a point in time upon deconversion or receipt of a non-refundable cash payment. Under ASU No. 2014-09, a contract termination is considered a contract modification and therefore, the Company recognizes contract termination fees over the remaining modified contract term.
|
Quantitative Impact on Financial Statements
The following tables summarize the impact of ASU No. 2014-09 adoption on the Company’s Consolidated Statement of Earnings for the fiscal year ended June 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30, 2019
|
|
As reported
|
|
Effects of ASU 2014-09
|
|
Without Effects of ASU No. 2014-09
|
|
(in millions)
|
Consolidated Statement of Earnings
|
|
|
|
|
|
Revenues (1)
|
$
|
4,362.2
|
|
|
$
|
101.1
|
|
|
$
|
4,463.3
|
|
Cost of revenues
|
3,131.9
|
|
|
15.8
|
|
|
3,147.8
|
|
Selling, general and administrative expenses
|
577.5
|
|
|
8.0
|
|
|
585.5
|
|
Operating income
|
652.7
|
|
|
77.4
|
|
|
730.0
|
|
Earnings before income taxes
|
607.3
|
|
|
77.4
|
|
|
684.6
|
|
Provision for income taxes
|
125.2
|
|
|
19.1
|
|
|
144.3
|
|
Net earnings
|
$
|
482.1
|
|
|
$
|
58.2
|
|
|
$
|
540.3
|
|
Basic earnings per share
|
$
|
4.16
|
|
|
$
|
0.50
|
|
|
$
|
4.66
|
|
Diluted earnings per share
|
$
|
4.06
|
|
|
$
|
0.49
|
|
|
$
|
4.55
|
|
(1) The effects of ASU No. 2014-09 on revenues includes contract modifications.
The following table summarizes the impact of ASU No. 2014-09 adoption on the Company’s Consolidated Balance Sheet as of
June 30, 2019
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
Effects of ASU 2014-09
|
|
Without Effects of ASU No. 2014-09
|
|
(in millions)
|
Consolidated Balance Sheet
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Current assets
|
$
|
1,042.3
|
|
|
$
|
1.2
|
|
|
$
|
1,043.5
|
|
Total assets
|
$
|
3,880.7
|
|
|
$
|
(127.8
|
)
|
|
$
|
3,752.9
|
|
Liabilities:
|
|
|
|
|
|
Current liabilities
|
$
|
802.6
|
|
|
$
|
(3.4
|
)
|
|
$
|
799.2
|
|
Total liabilities
|
$
|
2,753.2
|
|
|
$
|
(82.6
|
)
|
|
$
|
2,670.6
|
|
Stockholders’ equity:
|
|
|
|
|
|
Total stockholders’ equity
|
$
|
1,127.5
|
|
|
$
|
(45.2
|
)
|
|
$
|
1,082.3
|
|
The adoption of ASU No. 2014-09 did not change the net cash provided by or used in operating activities, investing activities or financing activities on the Consolidated Statements of Cash Flows, nor the amount of Other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income.
|
|
NOTE 4.
|
EARNINGS PER SHARE
|
Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.
As of June 30,
2019
,
2018
and
2017
, the computation of diluted EPS did not include
0.4 million
,
1.1 million
and
0.5 million
options to purchase Broadridge common stock, respectively, as the effect of their inclusion would have been anti-dilutive.
The following table sets forth the denominators of the basic and diluted EPS computations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
Basic
|
|
115.9
|
|
|
116.8
|
|
|
118.0
|
|
Common stock equivalents
|
|
2.9
|
|
|
3.5
|
|
|
2.8
|
|
Diluted
|
|
118.8
|
|
|
120.4
|
|
|
120.8
|
|
The following table sets forth the computation of basic EPS utilizing Net earnings for the following fiscal years and the Company’s basic Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions, except per share
amounts)
|
Net earnings
|
|
$
|
482.1
|
|
|
$
|
427.9
|
|
|
$
|
326.8
|
|
Basic Weighted-average shares outstanding
|
|
115.9
|
|
|
116.8
|
|
|
118.0
|
|
Basic EPS
|
|
$
|
4.16
|
|
|
$
|
3.66
|
|
|
$
|
2.77
|
|
The following table sets forth the computation of diluted EPS utilizing Net earnings for the following fiscal years and the Company’s diluted Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions, except per share
amounts)
|
Net earnings
|
|
$
|
482.1
|
|
|
$
|
427.9
|
|
|
$
|
326.8
|
|
Diluted Weighted-average shares outstanding
|
|
118.8
|
|
|
120.4
|
|
|
120.8
|
|
Diluted EPS
|
|
$
|
4.06
|
|
|
$
|
3.56
|
|
|
$
|
2.70
|
|
|
|
NOTE 5.
|
INTEREST EXPENSE, NET
|
Interest expense, net consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Interest expense on borrowings
|
|
$
|
(45.9
|
)
|
|
$
|
(42.4
|
)
|
|
$
|
(44.7
|
)
|
Interest income
|
|
4.2
|
|
|
3.8
|
|
|
2.0
|
|
Interest expense, net
|
|
$
|
(41.8
|
)
|
|
$
|
(38.6
|
)
|
|
$
|
(42.7
|
)
|
NOTE 6. ACQUISITIONS
Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the businesses acquired by the Company are included in the Company’s Consolidated Statements of Earnings beginning on the respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.
The Company is providing pro forma supplemental information for the acquisition of net assets of the North America Customer Communications (“NACC”) business of DST Systems, Inc., as the Company deemed this acquisition to be material to the Company’s operating results. Pro forma supplemental financial information for all acquisitions, excluding NACC, is not provided as the impact of these acquisitions on the Company’s operating results was not material for any acquisition individually or in the aggregate.
Fiscal Year 2019 Acquisitions:
BUSINESS COMBINATIONS
Financial information on each transaction is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rockall
|
|
RPM
|
|
TD Ameritrade
|
|
Total
|
|
|
(in millions)
|
Cash payments, net of cash acquired
|
|
$
|
34.9
|
|
|
$
|
258.3
|
|
|
$
|
61.5
|
|
|
$
|
354.7
|
|
Deferred payments, net
|
|
(0.1
|
)
|
|
43.8
|
|
|
—
|
|
|
43.7
|
|
Contingent consideration liability
|
|
7.1
|
|
|
0.8
|
|
|
—
|
|
|
7.9
|
|
Aggregate purchase price
|
|
$
|
41.9
|
|
|
$
|
302.9
|
|
|
$
|
61.5
|
|
|
$
|
406.4
|
|
|
|
|
|
|
|
|
|
|
Net tangible assets acquired / (liabilities assumed)
|
|
$
|
(1.2
|
)
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Goodwill
|
|
28.9
|
|
|
191.5
|
|
|
27.3
|
|
|
247.7
|
|
Intangible assets
|
|
14.2
|
|
|
101.7
|
|
|
34.2
|
|
|
150.2
|
|
Aggregate purchase price
|
|
$
|
41.9
|
|
|
$
|
302.9
|
|
|
$
|
61.5
|
|
|
$
|
406.4
|
|
Rockall
In May 2019, the Company completed the acquisition of Rockall, a market leading provider of securities-based lending (“SBL”) and collateral management solutions for wealth management firms and commercial banks. The acquisition expands Broadridge's core front-to-back office wealth capabilities, providing innovative SBL and collateral management technology solutions to help firms manage risk and optimize clients' securities lending and financing needs.
|
|
•
|
The contingent consideration liability is payable over the next two years upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of
$10.1 million
upon the achievement in full of the defined financial targets by the acquired business.
|
|
|
•
|
Goodwill is not tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a four-year life and six-year life, respectively.
|
The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities, and is still subject to a working capital adjustment.
RPM
In June 2019, Broadridge acquired RPM, a leading Canadian provider of enterprise wealth management software solutions and services. The acquisition brings important new capabilities and next-generation technology to clients of both RPM and Broadridge.
|
|
•
|
The contingent consideration liability is payable over the next two years upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of
$3.7 million
upon the achievement in full of the defined financial targets by the acquired business.
|
|
|
•
|
Goodwill is partially tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a five-year life and seven-year life, respectively.
|
The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities, and is still subject to a working capital adjustment.
TD Ameritrade
In June 2019, Broadridge acquired the retirement plan custody and trust assets from TD Ameritrade Trust Company, a subsidiary of TD Ameritrade Holding Company. The acquisition expands Broadridge's suite of solutions for the growing qualified and non-qualified retirement plan services market and the support it provides for third-party administrators, financial advisors, record-keepers, banks, and brokers.
•
Goodwill is tax deductible.
•
Intangible assets acquired consist of customer relationships, which are being amortized over a seven-year life.
The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities, and is still subject to a working capital adjustment.
Fiscal Year 2018 Acquisitions:
BUSINESS COMBINATIONS
Financial information on each transaction is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit
|
|
ActivePath
|
|
FundAssist
|
|
Total
|
|
|
(in millions)
|
Cash payments, net of cash acquired
|
|
$
|
26.4
|
|
|
$
|
21.8
|
|
|
$
|
41.3
|
|
|
$
|
89.5
|
|
Deferred payments, net
|
|
1.4
|
|
|
2.4
|
|
|
—
|
|
|
3.8
|
|
Contingent consideration liability (acquisition date fair value)
|
|
2.7
|
|
|
—
|
|
|
6.4
|
|
|
9.2
|
|
Aggregate purchase price
|
|
$
|
30.6
|
|
|
$
|
24.2
|
|
|
$
|
47.7
|
|
|
$
|
102.5
|
|
|
|
|
|
|
|
|
|
|
Net tangible assets acquired / (liabilities assumed)
|
|
$
|
0.2
|
|
|
$
|
(10.0
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(11.7
|
)
|
Goodwill
|
|
18.5
|
|
|
28.7
|
|
|
29.2
|
|
|
76.3
|
|
Intangible assets
|
|
12.0
|
|
|
5.6
|
|
|
20.4
|
|
|
38.0
|
|
Aggregate purchase price
|
|
$
|
30.6
|
|
|
$
|
24.2
|
|
|
$
|
47.7
|
|
|
$
|
102.5
|
|
Summit
In October 2017, the Company acquired Summit, a full service financial document management solutions provider, including document composition and regulatory filing services.
|
|
•
|
The contingent consideration liability is payable over the next three years upon the achievement by the acquired business of certain revenue and earnings targets, and has a maximum potential pay-out of
$11.0 million
upon the achievement in full of the defined financial targets by the acquired business.
|
|
|
•
|
The fair value of the contingent consideration liability at June 30, 2019 is
$7.4 million
.
|
|
|
•
|
Goodwill is primarily tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a five-year life and seven-year life, respectively.
|
ActivePath
In March 2018, the Company acquired ActivePath, a digital technology company with technology that enhances the consumer experience associated with consumer statements, bills and regulatory communications.
|
|
•
|
Goodwill is not tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a five-year life and two-year life, respectively.
|
FundAssist
In May 2018, the Company acquired FundAssist, a regulatory, marketing and sales solutions service provider to the global investments industry.
|
|
•
|
The contingent consideration liability contains a revenue component which will be settled in fiscal year 2021, based on the achievement of a defined revenue target by the acquired business.
|
|
|
•
|
The fair value of the contingent consideration liability at June 30, 2019 is
$7.0 million
.
|
|
|
•
|
Goodwill is not tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a six-year life and five-year life, respectively.
|
ASSET ACQUISITION
Purchase of Intellectual Property
In February 2018, the Company paid
$40.0 million
to an affiliate of Inveshare, Inc. (“Inveshare”) for the delivery of blockchain technology applications, as contemplated as part of the Company’s acquisition of intellectual property assets from Inveshare.
Fiscal Year 2017 Acquisitions:
BUSINESS COMBINATIONS
Financial information on each transaction is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACC
|
|
M&O
|
|
MAL
|
|
Total
|
|
|
(in millions)
|
Cash payments, net of cash acquired
|
|
$
|
406.2
|
|
|
$
|
22.4
|
|
|
$
|
20.1
|
|
|
$
|
448.7
|
|
Note payable to sellers
|
|
—
|
|
|
2.5
|
|
|
3.2
|
|
|
5.7
|
|
Contingent consideration liability (acquisition date fair value)
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
Other closing adjustments
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
Aggregate purchase price
|
|
$
|
410.0
|
|
|
$
|
24.9
|
|
|
$
|
24.8
|
|
|
$
|
459.6
|
|
|
|
|
|
|
|
|
|
|
Net tangible assets acquired / (liabilities assumed)
|
|
$
|
52.2
|
|
|
$
|
(3.5
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
45.8
|
|
Goodwill
|
|
135.7
|
|
|
17.2
|
|
|
22.6
|
|
|
175.5
|
|
Intangible assets
|
|
218.3
|
|
|
11.2
|
|
|
14.7
|
|
|
244.1
|
|
Other closing adjustments
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
Fair value of the Company’s pre-existing investment in MAL
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|
(9.6
|
)
|
Aggregate purchase price, net of other closing adjustments
|
|
$
|
410.0
|
|
|
$
|
24.9
|
|
|
$
|
24.8
|
|
|
$
|
459.6
|
|
NACC
In July 2016, the Company’s Investor Communication Solutions segment acquired the net assets of the NACC business of DST Systems, Inc., a leading provider of customer communication services including print and digital communication solutions, content management, postal optimization, and fulfillment.
|
|
•
|
The aggregate purchase price was
$410.0 million
in cash, or
$406.2 million
net of cash acquired and other closing adjustments.
|
|
|
•
|
Goodwill is primarily tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a ten-year life and seven-year life, respectively.
|
The following summarizes the allocation of purchase price for the NACC acquisition (in millions):
|
|
|
|
|
|
NACC
|
|
|
Accounts receivable, net
|
$
|
89.1
|
|
Other current assets
|
19.5
|
|
Property, plant and equipment
|
45.0
|
|
Intangible assets
|
218.3
|
|
Goodwill
|
135.7
|
|
Other non-current assets
|
1.6
|
|
Accounts payable
|
(14.3
|
)
|
Accrued expenses and other current liabilities
|
(62.9
|
)
|
Deferred taxes
|
(21.9
|
)
|
Deferred revenue
|
(1.1
|
)
|
Other long term liabilities
|
(2.9
|
)
|
Consideration paid, net of cash acquired
|
$
|
406.2
|
|
Unaudited Pro Forma Financial Information
The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of operations of Broadridge and NACC. For purposes of this pro forma presentation, the acquisition of NACC is assumed to have occurred on July 1, 2015.
The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets, interest expense from a recent bond offering, the proceeds of which were used to fund the acquisition, and certain integration related expenses.
This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2015, nor of the results of operations that may be obtained in the future.
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
(in millions, except per share amounts)
|
|
Revenues
|
$
|
4,142.6
|
|
|
$
|
4,059.3
|
|
Net earnings
|
$
|
335.6
|
|
|
$
|
312.4
|
|
|
|
|
|
Basic earnings per share
|
$
|
2.84
|
|
|
$
|
2.64
|
|
Diluted earnings per share
|
$
|
2.78
|
|
|
$
|
2.57
|
|
M&O
In November 2016, the Company’s Global Technology and Operations segment acquired M&O Systems, Inc. (“M&O”). M&O is a provider of SaaS-based compensation management and related solutions for broker-dealers and registered investment advisors, and is now known as Broadridge Advisor Compensation Solutions.
|
|
•
|
Goodwill is not tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of customer relationships and acquired software technology, which are being amortized over a seven-year life and six-year life, respectively.
|
MAL
In March 2017, the Company’s Global Technology and Operations segment acquired Message Automation Limited (“MAL”), which is a specialist provider of post-trade control solutions for sell-side and buy-side firms. The Company previously owned
25%
of MAL through its acquisition of City Networks Ltd in fiscal year 2010, and purchased the remaining
75%
of the company.
|
|
•
|
The contingent consideration liability is payable over the next
four years
upon the achievement by the acquired business of certain revenue and earnings targets.
|
|
|
•
|
The contingent consideration liability has a maximum potential pay-out of
$2.8 million
upon the achievement in full of the defined financial targets by the acquired business.
|
|
|
•
|
The fair value of the Company’s
25%
pre-existing investment in MAL was determined to be
$9.6 million
, implied by the aggregate purchase price of the remaining
75%
purchased, which resulted in a non-cash, nontaxable gain on investment of
$9.3 million
(“MAL investment gain”), included as part of Other non-operating income (expenses), net.
|
|
|
•
|
Goodwill is not tax deductible.
|
|
|
•
|
Intangible assets acquired consist primarily of customer relationships and acquired software technology, which are being amortized over a seven-year life and five-year life, respectively.
|
The fair value of the remaining contingent consideration liability at June 30, 2019 is
$1.8 million
.
ASSET ACQUISITION
Purchase of Intellectual Property
In September 2016, the Company’s Investor Communication Solutions segment acquired intellectual property assets from Inveshare and concurrently entered into a development agreement with an affiliate of Inveshare to use these assets to develop blockchain technology applications for Broadridge’s proxy business. The purchase price was
$95.0 million
, which consisted of a
$90.0 million
cash payment upon closing of the acquisition and a
$5.0 million
obligation payable which the Company paid in September 2017.
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
|
|
|
|
Level 1
|
|
Quoted market prices in active markets for identical assets and liabilities.
|
|
|
Level 2
|
|
Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.
|
|
|
Level 3
|
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments, as applicable, based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
The fair value of the contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement is based on significant inputs that are not observable in the market, therefore, the Company classifies this liability as Level 3 in the table below.
The following tables set forth the Company’s financial assets and liabilities at June 30,
2019
and
2018
, respectively, which are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
(in millions)
|
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Money market funds (1)
|
|
$
|
68.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68.1
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
Securities
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
Other non-current assets:
|
|
|
|
|
|
|
|
|
Securities
|
|
81.8
|
|
|
—
|
|
|
—
|
|
|
81.8
|
|
Total assets as of June 30, 2019
|
|
$
|
150.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Contingent consideration obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.4
|
|
|
$
|
28.4
|
|
Total liabilities as of June 30, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.4
|
|
|
$
|
28.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
(in millions)
|
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Money market funds (1)
|
|
$
|
86.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86.8
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
Securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Other non-current assets:
|
|
|
|
|
|
|
|
|
Securities
|
|
66.9
|
|
|
—
|
|
|
—
|
|
|
66.9
|
|
Total assets as of June 30, 2018
|
|
$
|
153.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Contingent consideration obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
|
$
|
18.6
|
|
Total liabilities as of June 30, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
|
$
|
18.6
|
|
|
|
(1)
|
Money market funds include money market deposit account balances of
$30.1 million
and
$28.4 million
as of June 30,
2019
and
2018
, respectively.
|
In addition, the Company has non-marketable securities with a carrying amount of
$12.9 million
as of
June 30, 2019
and
$7.3 million
as of
June 30, 2018
that are classified as Level 2 financial assets and included as part of Other non-current assets.
The following table sets forth an analysis of changes during fiscal years
2019
and
2018
in Level 3 financial liabilities of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2019
|
|
2018
|
|
|
(in millions)
|
Beginning balance
|
|
$
|
18.6
|
|
|
$
|
6.7
|
|
Additional contingent consideration incurred
|
|
7.9
|
|
|
13.5
|
|
Net increase (decrease) in contingent consideration liability
|
|
3.6
|
|
|
(1.1
|
)
|
Foreign currency impact on contingent consideration liability
|
|
(0.6
|
)
|
|
0.2
|
|
Payments
|
|
(1.0
|
)
|
|
(0.7
|
)
|
Ending balance
|
|
$
|
28.4
|
|
|
$
|
18.6
|
|
The Company did not incur any Level 3 fair value asset impairments during fiscal year
2019
. The Company incurred a Level 3 fair value asset impairment of
$1.1 million
in fiscal year
2018
. Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year.
|
|
NOTE 8.
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
Property, plant and equipment at cost and Accumulated depreciation at June 30,
2019
and
2018
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2019
|
|
2018
|
|
|
(in millions)
|
Property, plant and equipment:
|
|
|
|
|
Land and buildings
|
|
$
|
2.6
|
|
|
$
|
2.6
|
|
Equipment
|
|
435.6
|
|
|
432.1
|
|
Furniture, leaseholds and other
|
|
174.6
|
|
|
161.5
|
|
|
|
612.9
|
|
|
596.3
|
|
Less: Accumulated depreciation
|
|
(423.9
|
)
|
|
(392.2
|
)
|
Property, plant and equipment, net
|
|
$
|
189.0
|
|
|
$
|
204.1
|
|
In fiscal years
2019
and
2018
, Property, plant and equipment and Accumulated depreciation were each reduced by
$32.8 million
and
$40.3 million
, respectively, for asset retirements related to fully depreciated property, plant and equipment no longer in use.
Depreciation expense for Property, plant and equipment for the years ended June 30,
2019
,
2018
and
2017
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Depreciation expense for Property, plant and equipment
|
|
$
|
65.8
|
|
|
$
|
63.4
|
|
|
$
|
53.5
|
|
|
|
NOTE 9.
|
GOODWILL AND INTANGIBLE ASSETS, NET
|
Changes in Goodwill for the fiscal years ended June 30,
2019
and
2018
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor
Communication
Solutions
|
|
Global
Technology and
Operations
|
|
Total
|
|
|
(in millions)
|
Goodwill, gross, at July 1, 2017
|
|
$
|
821.0
|
|
|
$
|
338.4
|
|
|
$
|
1,159.3
|
|
Transfers (a)
|
|
(38.7
|
)
|
|
38.7
|
|
|
—
|
|
Additions
|
|
88.2
|
|
|
—
|
|
|
88.2
|
|
Fair value adjustments (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation and other
|
|
13.9
|
|
|
(6.5
|
)
|
|
7.4
|
|
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill, net, at June 30, 2018
|
|
$
|
884.4
|
|
|
$
|
370.5
|
|
|
$
|
1,254.9
|
|
|
|
|
|
|
|
|
Goodwill, gross, at June 30, 2018
|
|
$
|
884.4
|
|
|
$
|
370.5
|
|
|
$
|
1,254.9
|
|
Additions
|
|
27.3
|
|
|
220.4
|
|
|
247.7
|
|
Fair value adjustments (b)
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
Foreign currency translation and other
|
|
(3.2
|
)
|
|
(6.8
|
)
|
|
(10.0
|
)
|
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill, net, at June 30, 2019
|
|
$
|
915.9
|
|
|
$
|
584.2
|
|
|
$
|
1,500.0
|
|
(a) In connection with an organizational change made in the second quarter of fiscal year 2018, in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result,
$38.7 million
of goodwill was reclassified from the ICS segment to the GTO segment based on a relative fair value analysis.
(b) Fair value adjustments includes adjustments to goodwill as part of the finalization of purchase price allocation related to the ActivePath acquisition.
Additions for the fiscal year ended
June 30, 2019
include
$28.9 million
,
$191.5 million
and
$27.3 million
for the acquisitions of Rockall, RPM and TD Ameritrade, respectively. Additions for the fiscal year ended
June 30, 2018
include
$18.5 million
,
$28.7 million
and
$29.2 million
for the acquisitions of Summit, ActivePath and FundAssist, respectively.
During fiscal years
2019
,
2018
and
2017
, the Company performed the required impairment tests of Goodwill and determined that there was
no
impairment. The Company also performs a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units. A
10%
change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates, which are the most significant estimates used in our calculations of the fair values of the reporting units, would not result in an impairment of our goodwill.
Intangible assets at cost and accumulated amortization at June 30,
2019
and
2018
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2019
|
|
2018
|
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Intangible
Assets, net
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Intangible
Assets, net
|
|
|
(in millions)
|
Software licenses
|
|
$
|
125.8
|
|
|
$
|
(101.7
|
)
|
|
$
|
24.1
|
|
|
$
|
117.5
|
|
|
$
|
(87.5
|
)
|
|
$
|
30.0
|
|
Acquired software technology
|
|
164.7
|
|
|
(85.5
|
)
|
|
79.3
|
|
|
117.8
|
|
|
(73.0
|
)
|
|
44.8
|
|
Customer contracts and lists
|
|
549.6
|
|
|
(207.4
|
)
|
|
342.1
|
|
|
453.8
|
|
|
(162.1
|
)
|
|
291.7
|
|
Acquired intellectual property
|
|
135.0
|
|
|
(63.8
|
)
|
|
71.2
|
|
|
135.0
|
|
|
(36.9
|
)
|
|
98.1
|
|
Other intangibles
|
|
63.6
|
|
|
(24.1
|
)
|
|
39.5
|
|
|
47.7
|
|
|
(18.2
|
)
|
|
29.5
|
|
|
|
$
|
1,038.7
|
|
|
$
|
(482.5
|
)
|
|
$
|
556.2
|
|
|
$
|
871.8
|
|
|
$
|
(377.7
|
)
|
|
$
|
494.1
|
|
In fiscal years
2019
and
2018
, intangible assets and accumulated amortization were reduced by
$0.2 million
and
$36.7 million
, respectively, for asset retirements related to fully amortized intangibles.
Other intangibles consist of capitalized internal use software and the following intangible assets acquired in business acquisitions: intellectual property, covenants, patents, and trademarks. All of the intangible assets have finite lives and as such, are subject to amortization.
The weighted-average remaining useful life of the intangible assets is as follows:
|
|
|
|
|
|
Weighted-Average Remaining Useful Life (Years)
|
Acquired software technology
|
|
4.0
|
Software licenses
|
|
2.4
|
Customer contracts and lists
|
|
6.3
|
Acquired intellectual property
|
|
2.8
|
Other intangibles
|
|
4.3
|
Total weighted-average remaining useful life
|
|
5.2
|
Amortization of intangibles for the years ended June 30,
2019
,
2018
and
2017
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Amortization expense for intangible assets
|
|
$
|
106.8
|
|
|
$
|
100.2
|
|
|
$
|
87.7
|
|
Estimated remaining amortization expenses of the Company’s existing intangible assets for the next five fiscal years and thereafter are as follows:
|
|
|
|
|
|
Years Ending June 30,
|
|
(in millions)
|
2020
|
|
$
|
128.2
|
|
2021
|
|
118.5
|
|
2022
|
|
95.1
|
|
2023
|
|
76.0
|
|
2024
|
|
61.2
|
|
Thereafter
|
|
77.2
|
|
|
|
NOTE 10.
|
OTHER NON-CURRENT ASSETS
|
Other non-current assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2019
|
|
2018
|
|
|
(in millions)
|
Deferred client conversion and start-up costs
|
|
$
|
254.7
|
|
|
$
|
169.5
|
|
Deferred sales commissions costs
|
|
95.5
|
|
|
—
|
|
Contract assets (a)
|
|
47.5
|
|
|
16.5
|
|
Deferred data center costs (b)
|
|
29.0
|
|
|
35.0
|
|
Long-term investments
|
|
100.4
|
|
|
80.3
|
|
Long-term broker fees
|
|
35.3
|
|
|
28.7
|
|
Other
|
|
30.6
|
|
|
30.5
|
|
Total
|
|
$
|
593.1
|
|
|
$
|
360.5
|
|
(a) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.
(b) Represents deferred data center costs associated with the Company’s information technology services agreements with International Business Machines Corporation (“IBM”). Please refer to Note 16, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.
The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses for the fiscal year ended June 30,
2019
was
$65.7 million
.
|
|
NOTE 11.
|
PAYABLES AND ACCRUED EXPENSES
|
Payables and accrued expenses consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2019
|
|
2018
|
|
|
(in millions)
|
Accounts payable
|
|
$
|
133.7
|
|
|
$
|
156.2
|
|
Employee compensation and benefits
|
|
232.2
|
|
|
233.2
|
|
Accrued broker fees
|
|
87.0
|
|
|
85.2
|
|
Accrued taxes
|
|
68.9
|
|
|
20.3
|
|
Accrued dividend payable
|
|
55.4
|
|
|
42.5
|
|
Managed services administration fees
|
|
53.1
|
|
|
55.3
|
|
Customer deposits
|
|
34.8
|
|
|
39.2
|
|
Other
|
|
46.6
|
|
|
39.1
|
|
Total
|
|
$
|
711.7
|
|
|
$
|
671.0
|
|
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
Date
|
|
Principal amount outstanding at June 30, 2019
|
|
Carrying value at June 30, 2019
|
|
Carrying value at June 30, 2018
|
|
Unused
Available
Capacity
|
|
Fair Value at June 30, 2019
|
|
|
|
|
|
(in millions)
|
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2019 Revolving Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar tranche
|
March 2024
|
|
$
|
360.0
|
|
|
$
|
360.0
|
|
|
$
|
160.0
|
|
|
$
|
740.0
|
|
|
$
|
360.0
|
|
Multicurrency tranche
|
March 2024
|
|
215.7
|
|
|
215.7
|
|
|
—
|
|
|
184.3
|
|
|
215.7
|
|
Total Revolving Credit Facility
|
|
|
$
|
575.7
|
|
|
$
|
575.7
|
|
|
$
|
160.0
|
|
|
$
|
924.3
|
|
|
$
|
575.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2014 Senior Notes
|
September 2020
|
|
400.0
|
|
|
399.2
|
|
|
398.5
|
|
|
—
|
|
|
405.4
|
|
Fiscal 2016 Senior Notes
|
June 2026
|
|
500.0
|
|
|
495.5
|
|
|
494.8
|
|
|
—
|
|
|
509.8
|
|
Total debt
|
|
|
$
|
1,475.7
|
|
|
$
|
1,470.4
|
|
|
$
|
1,053.4
|
|
|
$
|
924.3
|
|
|
$
|
1,490.9
|
|
Future principal payments on the Company’s outstanding debt are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ending June 30,
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
(in millions)
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575.7
|
|
|
$
|
500.0
|
|
|
$
|
1,475.7
|
|
Fiscal 2019 Revolving Credit Facility:
On March 18, 2019, the Company entered into an amended and restated
$1.5 billion
five
-year revolving credit facility (the “Fiscal 2019 Revolving Credit Facility”), which replaced the
$1.0 billion
five
-year revolving credit facility entered into during February 2017 (the “Fiscal 2017 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2019 Revolving Credit Facility is comprised of a
$1.1 billion
U.S. dollar tranche and a
$400.0 million
multicurrency tranche. At June 30,
2019
, the Company had
$575.7 million
in total outstanding borrowings and had total unused available capacity of
$924.3 million
under the Fiscal 2019 Revolving Credit Facility.
The weighted-average interest rate on the Revolving Credit Facilities was
3.26%
,
2.44%
and
1.79%
for the fiscal years ended
June 30, 2019
,
2018
and
2017
, respectively. The fair value of the variable-rate Fiscal 2019 Revolving Credit Facility borrowings at
June 30, 2019
approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
Borrowings under the Fiscal 2019 Revolving Credit Facility can be made in tranches up to
360
days and bear interest at LIBOR plus
101.5 basis points
. The Fiscal 2017 Revolving Credit Facility bore interest at LIBOR plus 100 basis points. In addition, the Fiscal 2019 Revolving Credit Facility has an annual facility fee equal to
11.0 basis points
on the entire facility, compared to 12.5 basis points on the Fiscal 2017 Revolving Credit Facility. The Company incurred an incremental
$2.3 million
in costs to establish the Fiscal 2019 Revolving Credit Facility. As of
June 30, 2019
,
$3.6 million
of the aggregate costs related to the Company’s Revolving Credit Facility remain to be amortized. Such costs are capitalized in Other non-current assets in the Consolidated Balance Sheets and are being amortized to Interest expense, net on a straight-line basis, which approximates the effective interest method, over the term of the Fiscal 2019 Revolving Credit Facility.
The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2019 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2019 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At
June 30, 2019
, the Company is in compliance with all covenants of the Fiscal 2019 Revolving Credit Facility.
Fiscal 2014 Senior Notes
: In August 2013, the Company completed an offering of
$400.0 million
in aggregate principal amount of senior notes (the “Fiscal 2014 Senior Notes”). The Fiscal 2014 Senior Notes will mature on September 1, 2020 and bear interest at a rate of
3.95%
per annum. Interest on the Fiscal 2014 Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The Fiscal 2014 Senior Notes were issued at a price of
99.871%
(effective yield to maturity of
3.971%
). The indenture governing the Fiscal 2014 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At
June 30, 2019
, the Company is in compliance with the covenants of the indenture governing the Fiscal 2014 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2014 Senior Notes upon a
change of control triggering event. The Company may redeem the Fiscal 2014 Senior Notes in whole or in part at any time before their maturity. The Company incurred
$4.3 million
in debt issuance costs to establish the Fiscal 2014 Senior Notes. These costs have been capitalized and are being amortized to Interest expense, net on a straight-line basis, which approximates the effective interest method over the
seven
-year term. As of
June 30, 2019
and June 30,
2018
, $
0.7 million
and
$1.3 million
, respectively, of debt issuance costs remain to be amortized and have been presented as a direct deduction from the carrying value of the Fiscal 2014 Senior Notes. The fair value of the fixed-rate Fiscal 2014 Senior Notes at
June 30, 2019
and
2018
was
$405.4 million
and
$405.8 million
, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
Fiscal 2016 Senior Notes:
In June 2016, the Company completed an offering of
$500.0 million
in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of
3.40%
per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of
99.589%
(effective yield to maturity of
3.449%
). The indenture governing the Fiscal 2016 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At
June 30, 2019
, the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The Company incurred
$4.5 million
in debt issuance costs to establish the Fiscal 2016 Senior Notes. These costs have been capitalized and are being amortized to Interest expense, net on a straight-line basis, which approximates the effective interest method, over the
ten
-year term. As of
June 30, 2019
and June 30,
2018
,
$3.0 million
and
$3.5 million
, respectively, of debt issuance costs remain to be amortized and have been presented as a direct deduction from the carrying value of the Fiscal 2016 Senior Notes. The fair value of the fixed-rate Fiscal 2016 Senior Notes at
June 30, 2019
and June 30,
2018
was
$509.8 million
and
$474.4 million
, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
The Fiscal 2019 Revolving Credit Facility, Fiscal 2014 Senior Notes, and Fiscal 2016 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of June 30,
2019
and
2018
, respectively, there were
no
outstanding borrowings under these lines of credit.
|
|
NOTE 13.
|
STOCK-BASED COMPENSATION
|
Incentive Equity Awards
. The Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (the “2007 Plan”) and 2018 Omnibus Award Plan (the “2018 Plan”) provide for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock awards, stock bonuses and performance compensation awards to employees, non-employee directors, and other key individuals who perform services for the Company. The 2018 Plan was approved by shareholders in November 2018 and replaced the 2007 Plan. The accounting for stock-based compensation requires the measurement of stock-based compensation expense to be recognized in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant. In accordance with the 2007 Plan and 2018 Plan, the Company’s stock-based compensation consists of the following:
Stock Options:
Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant. Stock options are generally issued under a graded vesting schedule, meaning that they vest ratably over
four years
, and have a term of
10 years
. A portion of the stock options granted in fiscal year 2018 have a cliff vesting schedule meaning that they fully vest in
four years
from the grant date and have a term of
10 years
. Compensation expense for stock options under a graded vesting schedule is recognized over the requisite service period for each separately vesting portion of the stock option award. Compensation expense for stock options under a cliff vesting schedule is recognized equally over the vesting period of
four years
with
25 percent
of the cost recognized over each
12 months
period net of estimated forfeitures.
Time-based Restricted Stock Units:
The Company has a time-based restricted stock unit (“RSU”) program under which RSUs representing the right to receive
one
share of the Company’s common stock for each vested RSU are granted. Time-based RSUs typically vest two and one-half years from the date of grant. The Company records stock compensation expense for time-based RSUs net of estimated forfeitures on a straight-line basis over the vesting period.
Performance-based Restricted Stock Units:
The Company has a performance-based RSU program under which RSUs representing the right to receive
one
share of the Company’s common stock for each vested RSU are granted. RSUs vest upon the achievement by the Company of specific performance metrics. The Company records stock compensation expense for performance-based RSUs net of estimated forfeitures on a straight-line basis over the performance period, plus a subsequent vesting period, which typically totals approximately two and one-half years from the date of grant.
The activity related to the Company’s incentive equity awards for the fiscal years ended June 30,
2019
,
2018
and
2017
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
Time-based
RSUs
|
|
Performance-based
RSUs
|
|
|
Number
of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
Balances at July 1, 2016
|
|
7,059,067
|
|
|
$
|
32.57
|
|
|
1,202,896
|
|
|
$
|
44.34
|
|
|
468,516
|
|
|
$
|
47.15
|
|
Granted
|
|
568,465
|
|
|
67.15
|
|
|
531,301
|
|
|
64.38
|
|
|
225,731
|
|
|
64.52
|
|
Exercised (a)
|
|
(2,384,449
|
)
|
|
25.44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vesting of RSUs (b)
|
|
—
|
|
|
—
|
|
|
(586,617
|
)
|
|
40.00
|
|
|
(171,082
|
)
|
|
38.50
|
|
Expired/forfeited
|
|
(105,442
|
)
|
|
36.13
|
|
|
(72,987
|
)
|
|
53.74
|
|
|
(52,303
|
)
|
|
50.38
|
|
Balances at June 30, 2017
|
|
5,137,641
|
|
|
$
|
39.63
|
|
|
1,074,593
|
|
|
$
|
55.98
|
|
|
470,862
|
|
|
$
|
58.26
|
|
Granted
|
|
1,079,442
|
|
|
93.42
|
|
|
456,217
|
|
|
78.86
|
|
|
198,485
|
|
|
76.71
|
|
Exercised (a)
|
|
(1,654,877
|
)
|
|
31.09
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vesting of RSUs (b)
|
|
—
|
|
|
—
|
|
|
(463,561
|
)
|
|
52.86
|
|
|
(150,068
|
)
|
|
52.96
|
|
Expired/forfeited
|
|
(83,918
|
)
|
|
42.89
|
|
|
(84,850
|
)
|
|
60.18
|
|
|
(123,590
|
)
|
|
43.00
|
|
Balances at June 30, 2018
|
|
4,478,288
|
|
|
$
|
55.69
|
|
|
982,399
|
|
|
$
|
67.72
|
|
|
395,689
|
|
|
$
|
74.29
|
|
Granted
|
|
528,978
|
|
|
98.72
|
|
|
360,147
|
|
|
121.11
|
|
|
133,213
|
|
|
116.53
|
|
Exercised (a)
|
|
(784,372
|
)
|
|
39.94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vesting of RSUs (b)
|
|
—
|
|
|
—
|
|
|
(430,270
|
)
|
|
63.97
|
|
|
(198,420
|
)
|
|
64.50
|
|
Expired/forfeited
|
|
(21,280
|
)
|
|
94.14
|
|
|
(92,977
|
)
|
|
76.57
|
|
|
(4,705
|
)
|
|
80.57
|
|
Balances at June 30, 2019 (c)
|
|
4,201,614
|
|
|
$
|
63.85
|
|
|
819,299
|
|
|
$
|
92.15
|
|
|
325,777
|
|
|
$
|
97.43
|
|
|
|
(a)
|
Stock options exercised during the fiscal years ended June 30,
2019
,
2018
and
2017
had intrinsic values of
$65.8 million
,
$116.3 million
and
$104.7 million
, respectively.
|
|
|
(b)
|
Time-based RSUs that vested during the fiscal years ended June 30,
2019
,
2018
and
2017
had a total fair value of
$45.4 million
,
$50.6 million
and
$39.8 million
, respectively. Performance-based RSUs that vested during the fiscal years ended June 30,
2019
,
2018
and
2017
had a total fair value of
$21.7 million
,
$19.1 million
and
$11.6 million
, respectively.
|
|
|
(c)
|
As of June 30,
2019
, the Company’s outstanding stock options using the fiscal year-end share price of
$127.68
had an aggregate intrinsic value of
$268.2 million
. As of June 30,
2019
, the Company’s outstanding “in the money” vested stock options using the fiscal year-end share price of
$127.68
had an aggregate intrinsic value of
$195.8 million
. As of June 30,
2019
, time-based RSUs and performance-based RSUs expected to vest using the fiscal year-end share price of
$127.68
(approximately
0.8 million
and
0.3 million
shares, respectively) had an aggregate intrinsic value of
$100.1 million
and
$39.8 million
, respectively. Performance-based RSUs granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.
|
The tables below summarize information regarding the Company’s outstanding and exercisable stock options as of June 30,
2019
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
|
Options
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Weighted
Average
Exercise
Price Per Share
|
|
Aggregate Intrinsic Value (in millions) (a)
|
Range of Exercise Prices
|
|
$0.01 to $35.00
|
|
607,688
|
|
|
2.90
|
|
$
|
23.08
|
|
|
|
$35.01 to $50.00
|
|
580,519
|
|
|
4.51
|
|
$
|
37.56
|
|
|
|
$50.01 to $65.00
|
|
952,544
|
|
|
6.09
|
|
$
|
52.40
|
|
|
|
$65.01 to $80.00
|
|
488,967
|
|
|
7.54
|
|
$
|
67.32
|
|
|
|
$80.01 to $95.00
|
|
1,044,179
|
|
|
8.52
|
|
$
|
93.40
|
|
|
|
$95.01 to $110.00
|
|
527,717
|
|
|
9.59
|
|
$
|
98.72
|
|
|
|
|
|
4,201,614
|
|
|
6.62
|
|
$
|
63.85
|
|
|
$
|
268.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable Options
|
Range of Exercise Prices
|
|
Options
Exercisable
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Weighted
Average
Exercise
Price Per Share
|
|
Aggregate Intrinsic Value
(in millions) (a)
|
$0.01 to $35.00
|
|
607,688
|
|
|
2.90
|
|
$
|
23.08
|
|
|
|
$35.01 to $50.00
|
|
580,519
|
|
|
4.51
|
|
$
|
37.56
|
|
|
|
$50.01 to $65.00
|
|
808,864
|
|
|
6.01
|
|
$
|
52.48
|
|
|
|
$65.01 to $80.00
|
|
225,463
|
|
|
7.53
|
|
$
|
67.32
|
|
|
|
$80.01 to $95.00
|
|
141,699
|
|
|
8.33
|
|
$
|
92.46
|
|
|
|
$95.01 to $110.00
|
|
23,447
|
|
|
9.37
|
|
$
|
107.52
|
|
|
|
|
|
2,387,680
|
|
|
5.17
|
|
$
|
45.68
|
|
|
$
|
195.8
|
|
(a) Calculated using the closing stock price on the last trading day of fiscal year 2019 of
$127.68
, less the option exercise price, multiplied by the number of instruments.
Stock-based compensation expense of
$58.4 million
,
$55.1 million
, and
$46.1 million
was recognized in the Consolidated Statements of Earnings for the fiscal years ended June 30,
2019
,
2018
and
2017
, respectively, as well as related tax benefits of
$13.5 million
,
$15.7 million
, and
$15.9 million
, respectively.
As of June 30,
2019
, the total remaining unrecognized compensation cost related to non-vested stock options and RSU awards amounted to
$17.1 million
and
$48.9 million
, respectively, which will be amortized over the weighted-average remaining requisite service periods of
2.8 years
and
1.6 years
, respectively.
In April 2013, the Company began reissuing treasury stock to satisfy stock option exercises and issuances under the Company’s RSU awards. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company repurchased
3.2 million
shares in fiscal year
2019
under our share repurchase program as compared to
2.2 million
shares repurchased in fiscal year
2018
, which excludes shares withheld by the Company to cover payroll taxes on the vesting of RSU awards, which are also accounted for as treasury stock. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.
The following table presents the assumptions used to determine the fair values of the stock option grants using the Binomial options pricing model during the fiscal years ended June 30,
2019
,
2018
and
2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
June 30, 2019
|
|
Fiscal Year Ended
June 30, 2018
|
|
Fiscal Year Ended
June 30, 2017
|
Graded Vesting
|
|
|
|
|
|
|
Risk-free interest rate
|
|
2.5
|
%
|
|
2.7
|
%
|
|
2.1
|
%
|
Dividend yield
|
|
2.0
|
%
|
|
1.6
|
%
|
|
2.0
|
%
|
Weighted-average volatility factor
|
|
26.0
|
%
|
|
23.8
|
%
|
|
23.1
|
%
|
Weighted-average expected life (in years)
|
|
5.9
|
|
|
6.5
|
|
|
6.5
|
|
Weighted-average fair value (in dollars)
|
|
$
|
22.12
|
|
|
$
|
22.16
|
|
|
$
|
13.74
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
June 30, 2018
|
Cliff Vesting
|
|
|
Risk-free interest rate
|
|
2.7
|
%
|
Dividend yield
|
|
1.6
|
%
|
Weighted-average volatility factor
|
|
23.8
|
%
|
Weighted-average expected life (in years)
|
|
6.0
|
|
Weighted-average fair value (in dollars)
|
|
$
|
21.65
|
|
|
|
NOTE 14.
|
EMPLOYEE BENEFIT PLANS
|
A. Defined Contribution Savings Plans.
The Company sponsors a 401(k) savings plan covering eligible U.S. employees of the Company. This plan provides a base contribution plus Company matching contributions on a portion of employee contributions.
An Executive Retirement and Savings Plan (the “ERSP”) was adopted effective January 1, 2015 for those executives who are not participants in the Broadridge SORP or Broadridge SERP (defined below). The ERSP is a defined contribution plan that allows eligible full-time U.S. employees to defer compensation until a later date and the Company will match a portion of the deferred compensation above the qualified defined contribution compensation and deferral limitations.
The costs recorded by the Company for these plans were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
401(k) savings plan
|
|
$
|
35.5
|
|
|
$
|
34.4
|
|
|
$
|
35.2
|
|
ERSP
|
|
2.3
|
|
|
1.9
|
|
|
1.8
|
|
Total
|
|
$
|
37.8
|
|
|
$
|
36.3
|
|
|
$
|
37.0
|
|
B. Defined Benefit Pension Plans.
The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”). The Broadridge SORP is a defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The Broadridge SORP is currently unfunded. The Broadridge SORP was closed to new participants beginning in fiscal year 2015.
The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”). The Broadridge SERP is a defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The Broadridge SERP is currently unfunded. The Broadridge SERP was closed to new participants beginning in fiscal year 2015.
The amounts charged to expense by the Company for these plans were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
SORP
|
|
$
|
3.9
|
|
|
$
|
4.3
|
|
|
$
|
3.6
|
|
SERP
|
|
0.5
|
|
|
0.6
|
|
|
0.7
|
|
Total
|
|
$
|
4.4
|
|
|
$
|
4.9
|
|
|
$
|
4.3
|
|
The benefit obligation to the Company under these plans at June 30,
2019
,
2018
and
2017
was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
SORP
|
|
$
|
45.5
|
|
|
$
|
38.3
|
|
|
$
|
35.4
|
|
SERP
|
|
5.4
|
|
|
4.5
|
|
|
4.3
|
|
Total
|
|
$
|
50.8
|
|
|
$
|
42.8
|
|
|
$
|
39.7
|
|
C. Other Post-retirement Benefit Plan.
The Company sponsors an Executive Retiree Health Insurance Plan. It is a post-retirement benefit plan pursuant to which the Company helps defray the health care costs of certain eligible key executive retirees and qualifying dependents, based upon the retirees’ age and years of service, until they reach the age of
65
. The plan is currently unfunded.
The amounts charged to expense by the Company for this plan were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Executive Retiree Health Insurance Plan
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
The benefit obligation to the Company under this plan at June 30,
2019
,
2018
and
2017
was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Executive Retiree Health Insurance Plan
|
|
$
|
5.2
|
|
|
$
|
5.3
|
|
|
$
|
4.9
|
|
D. Other Post-employment Benefit Obligations.
The Company sponsors a post-employment plan (the “Gratuity Plan”) covering all employees in India who are eligible under the terms of their employment. The Gratuity Plan is required by local law and provides a lump sum payment to vested employees upon retirement, death, incapacitation, or termination of employment based on the respective employee’s salary and the tenure of employment. The Gratuity Plan is currently unfunded.
The amounts charged to expense by the Company for this plan were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
The Gratuity Plan
|
|
$
|
1.3
|
|
|
$
|
1.0
|
|
|
$
|
1.3
|
|
The benefit obligation to the Company under this plan at June 30,
2019
,
2018
and
2017
was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
The Gratuity Plan
|
|
$
|
5.8
|
|
|
$
|
5.0
|
|
|
$
|
4.1
|
|
Earnings before income taxes shown below are based on the geographic location to which such earnings are attributable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Earnings before income taxes:
|
|
|
|
|
|
|
U.S.
|
|
$
|
526.4
|
|
|
$
|
450.0
|
|
|
$
|
398.6
|
|
Foreign
|
|
80.8
|
|
|
111.1
|
|
|
89.5
|
|
Total
|
|
$
|
607.3
|
|
|
$
|
561.0
|
|
|
$
|
488.1
|
|
The Provision for income taxes consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Current:
|
|
|
|
|
|
|
U.S. Domestic
|
|
$
|
88.8
|
|
|
$
|
89.4
|
|
|
$
|
138.2
|
|
Foreign
|
|
24.7
|
|
|
43.4
|
|
|
24.8
|
|
State
|
|
15.1
|
|
|
9.6
|
|
|
13.0
|
|
Total current
|
|
128.7
|
|
|
142.4
|
|
|
176.0
|
|
Deferred:
|
|
|
|
|
|
|
U.S. Domestic
|
|
2.2
|
|
|
(13.6
|
)
|
|
(7.9
|
)
|
Foreign
|
|
(2.8
|
)
|
|
4.9
|
|
|
(4.2
|
)
|
State
|
|
(2.9
|
)
|
|
(0.6
|
)
|
|
(2.5
|
)
|
Total deferred
|
|
(3.5
|
)
|
|
(9.3
|
)
|
|
(14.7
|
)
|
Total Provision for income taxes
|
|
$
|
125.2
|
|
|
$
|
133.1
|
|
|
$
|
161.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
|
2019
|
|
%
|
|
2018
|
|
%
|
|
2017
|
|
%
|
|
|
(in millions)
|
Provision for income taxes at U.S. statutory rate
|
|
$
|
127.5
|
|
|
21.0
|
|
|
$
|
157.4
|
|
|
28.1
|
|
|
$
|
170.8
|
|
|
35.0
|
|
Increase (decrease) in Provision for income taxes from:
|
|
|
|
|
|
|
|
|
|
|
|
|
State taxes, net of federal tax
|
|
12.0
|
|
|
2.0
|
|
|
9.4
|
|
|
1.7
|
|
|
6.7
|
|
|
1.4
|
|
Foreign tax differential
|
|
3.8
|
|
|
0.6
|
|
|
(2.4
|
)
|
|
(0.4
|
)
|
|
(6.9
|
)
|
|
(1.4
|
)
|
Valuation allowances
|
|
0.4
|
|
|
0.1
|
|
|
(5.0
|
)
|
|
(0.9
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
Non-taxable investment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(0.7
|
)
|
Stock-based compensation - ETB
|
|
(19.3
|
)
|
|
(3.2
|
)
|
|
(40.9
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
Tax Act Items
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
15.4
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
Other
|
|
1.3
|
|
|
0.2
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(5.3
|
)
|
|
(1.1
|
)
|
Total Provision for income taxes
|
|
$
|
125.2
|
|
|
20.6
|
|
|
$
|
133.1
|
|
|
23.7
|
|
|
$
|
161.4
|
|
|
33.1
|
|
The Provision for income taxes and effective tax rates for the fiscal year ended
June 30, 2019
were
$125.2 million
and
20.6%
, compared to
$133.1 million
and
23.7%
, for the fiscal year ended
June 30, 2018
, respectively. The decrease in the effective tax rate for the fiscal year ended
June 30, 2019
compared to the fiscal year ended
June 30, 2018
is primarily due to a reduced statutory U.S. federal tax rate as well as a prior period net tax charge relating to the enactment of the Tax Act, partially offset by the recognition of lower ETB attributable to stock-based compensation compared to the ETB recognized in fiscal year ended June 30, 2018. In the fiscal year ending June 30, 2019, the Company’s federal corporate statutory income tax rate was 21.0% compared to a blended tax rate of
28.1%
for the prior fiscal year. In addition, notwithstanding the reduction in the federal corporate statutory income tax rate for the fiscal year ended June 30, 2018, the Tax Act required the Company to accrue a transition tax on earnings of certain foreign subsidiaries at December 31, 2017, and which in turn led to the accrual of applicable foreign withholding taxes to repatriate such earnings subject to the transition tax. At June 30, 2018 the Company estimated the transition tax and applicable foreign withholding taxes to be approximately
$30.8 million
, partially offset by a benefit of approximately
$15.3 million
relating to the remeasurement of the Company’s net deferred tax liabilities. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provided the Company with up to one year to finalize accounting for the impacts of the Tax Act. Under SAB 118, the Company finalized the prior year estimate of the transition tax and applicable withholding taxes and recognized a tax benefit of approximately
$0.5 million
in the fiscal year ended June 30, 2019. In addition to the lower corporate tax rate, the Tax Act introduced two new federal tax provisions relating to foreign source earnings, (i) a minimum tax on global intangible low-tax income (“GILTI”) and (ii) a deduction for foreign-derived intangible income (“FDII”). Both provisions were effective beginning with the fiscal year ended June 30, 2019, and on a net basis generated a tax benefit of approximately
$1.8 million
.
The Provision for income taxes and effective tax rates for the fiscal year ended June 30, 2018 were
$133.1 million
and
23.7%
, compared to
$161.4 million
and
33.1%
, for the fiscal year ended June 30, 2017, respectively. The effective tax for the fiscal year ended June 30, 2018 was impacted by the recognition of a
$40.9 million
of ETB attributable to stock-based compensation as well as a reduced U.S. federal tax rate, partially offset by
$15.4 million
of net tax charges relating to the December 22, 2017 enactment of the Tax Act.
As of June 30, 2019, the Company had approximately
$496.8 million
of accumulated earnings and profits attributable to foreign subsidiaries. The Company considers
$221.7 million
of accumulated earnings attributable to foreign subsidiaries to be permanently reinvested outside the U.S. and has not determined the cost to repatriate such earnings since it is not practicable to calculate the amount of income taxes payable in the event all such foreign earnings are repatriated. The Company does not consider the remaining
$275.1 million
of accumulated earnings to be permanently reinvested outside the U.S. Under SAB 118, the Company has provisionally accrued approximately
$11.6 million
of foreign withholding taxes and
$0.6 million
of state income taxes attributable to such earnings.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities at June 30,
2019
and
2018
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2019
|
|
2018
|
|
|
(in millions)
|
Classification:
|
|
|
|
|
Long-term deferred tax assets (included in Other non-current assets)
|
|
5.5
|
|
|
9.2
|
|
Long-term deferred tax liabilities
|
|
(86.7
|
)
|
|
(57.9
|
)
|
Net deferred tax liabilities
|
|
$
|
(81.3
|
)
|
|
$
|
(48.8
|
)
|
Components:
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
Accrued expenses not currently deductible
|
|
$
|
3.2
|
|
|
$
|
3.5
|
|
Depreciation
|
|
—
|
|
|
2.2
|
|
Compensation and benefits not currently deductible
|
|
57.6
|
|
|
51.7
|
|
Net operating and capital losses
|
|
11.1
|
|
|
12.1
|
|
Tax credits
|
|
7.5
|
|
|
5.2
|
|
Other
|
|
6.1
|
|
|
6.6
|
|
Total deferred tax assets
|
|
85.6
|
|
|
81.3
|
|
Less: Valuation allowances
|
|
(3.3
|
)
|
|
(3.8
|
)
|
Deferred tax assets, net
|
|
82.2
|
|
|
77.6
|
|
Deferred tax liabilities:
|
|
|
|
|
Goodwill and identifiable intangibles
|
|
100.9
|
|
|
93.4
|
|
Depreciation
|
|
10.1
|
|
|
—
|
|
Net deferred expenses
|
|
33.6
|
|
|
15.5
|
|
Unremitted earnings
|
|
12.2
|
|
|
11.1
|
|
Other
|
|
6.8
|
|
|
6.2
|
|
Deferred tax liabilities
|
|
163.5
|
|
|
126.3
|
|
Net deferred tax liabilities
|
|
$
|
(81.3
|
)
|
|
$
|
(48.8
|
)
|
The Company has estimated foreign net operating loss carryforwards of approximately
$9.5 million
as of June 30, 2019 of which
$1.5 million
expires in 2020 through 2028 and of which
$8.0 million
has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately
$18.6 million
, which expire in 2019 through 2030.
Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets attributable to net operating and capital loss carryforwards of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of
$3.3 million
and
$3.8 million
at June 30, 2019 and 2018, respectively. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income require significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.
In the next twelve months, the Company does not expect a material change to its net reserve balance for unrecognized tax benefits.
The following table summarizes the activity related to the Company’s gross unrecognized tax positions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Beginning balance
|
|
$
|
22.8
|
|
|
$
|
18.7
|
|
|
$
|
18.2
|
|
Gross increase related to prior period tax positions
|
|
17.3
|
|
|
3.5
|
|
|
0.6
|
|
Gross increase related to current period tax positions
|
|
2.8
|
|
|
3.0
|
|
|
2.7
|
|
Gross decrease related to prior period tax positions
|
|
(2.6
|
)
|
|
(2.4
|
)
|
|
(2.8
|
)
|
Ending balance
|
|
$
|
40.2
|
|
|
$
|
22.8
|
|
|
$
|
18.7
|
|
As of June 30, 2019, 2018 and 2017, the net reserve for unrecognized tax positions recorded by the Company that is included in the preceding table of gross unrecognized tax positions was
$33.4 million
,
$19.4 million
, and
$13.4 million
respectively, and if reversed in full, would favorably
affect the effective tax rate by these amounts, respectively.
The
$2.6 million
,
$2.4 million
and
$2.8 million
gross decreases in fiscal years 2019, 2018 and 2017, respectively, for prior period tax positions related to certain tax audit settlements and certain state, federal and foreign statute of limitation expirations.
During the fiscal year ended June 30, 2019, the Company adjusted accrued interest by approximately
$(0.1) million
and recognized a total liability for interest on unrecognized tax positions of
$3.6 million
; in the fiscal year ended June 30, 2018, the Company adjusted accrued interest by approximately
$0.5 million
and recognized a total liability of
$3.7 million
for interest on unrecognized tax positions; in the fiscal year ended June 30, 2017 the Company adjusted accrued interest by approximately
$(0.2) million
and recognized a total liability of
$3.2 million
for interest on unrecognized tax positions.
The Company is regularly subject to examination of its income tax returns by U.S. Federal, state and foreign income tax authorities. The tax years that are currently open and could be subject to income tax audits for U.S. federal and most state and local jurisdictions are fiscal years ending June 30, 2013 through June 30, 2019, and for Canadian operations that could be subject to audit in Canada, fiscal years ending June 30, 2014 through June 30, 2019. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements.
|
|
NOTE 16.
|
CONTRACTUAL COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ARRANGEMENTS
|
Data Center Agreements
In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provides certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provides a broad range of technology services to the Company including supporting its mainframe, midrange, open systems, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The migration of the data center processing to IBM was completed in August 2012. The IT Services Agreement would have expired on June 30, 2022. In March 2015, the Company signed a
two
-year extension to the IT Services Agreement which expires on
June 30, 2024
. The Company has the right to renew the term of the IT Services Agreement for up to
one
additional
12
-month term. Commitments remaining under this agreement at
June 30, 2019
are
$290.8 million
through fiscal year 2024, the final year of the contract.
In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement expires in October 2023. The Company has the right to renew the initial term of the EU IT Services Agreement for up to
one
additional
12
-month term or
one
additional
24
-month term. Commitments remaining under this agreement at
June 30, 2019
are
$20.4 million
through fiscal year 2024, the final year of the contract.
The following table summarizes the respective total annual expenses related to these agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
IT Services Agreement
|
|
$
|
100.0
|
|
|
$
|
101.2
|
|
|
$
|
99.3
|
|
EU IT Services Agreement
|
|
6.1
|
|
|
6.3
|
|
|
5.5
|
|
Total expenses
|
|
$
|
106.1
|
|
|
$
|
107.5
|
|
|
$
|
104.8
|
|
The following table summarizes the capitalized costs related to these agreements as of June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services Agreement
|
|
EU IT Services Agreement
|
|
Total
|
|
|
(in millions)
|
Capitalized costs, beginning balance
|
|
$
|
62.3
|
|
|
$
|
5.2
|
|
|
$
|
67.5
|
|
Capitalized costs incurred
|
|
—
|
|
|
—
|
|
|
—
|
|
Impact of foreign currency exchange
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
Total capitalized costs, ending balance
|
|
62.3
|
|
|
5.0
|
|
|
67.3
|
|
Total accumulated amortization
|
|
(35.8
|
)
|
|
(2.5
|
)
|
|
(38.3
|
)
|
Net Deferred IBM Costs
|
|
$
|
26.5
|
|
|
$
|
2.5
|
|
|
$
|
29.0
|
|
The following table summarizes the respective total annual amortization expense of capitalized costs related to these agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
IT Services Agreement
|
|
$
|
5.3
|
|
|
$
|
5.3
|
|
|
$
|
4.6
|
|
EU IT Services Agreement
|
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
Total expenses
|
|
$
|
5.8
|
|
|
$
|
5.8
|
|
|
$
|
5.0
|
|
Investments
The Company contributed
$3.5 million
and
$5.3 million
to an equity method investment during the fiscal years ended
June 30, 2019
and
2018
, respectively, and has a remaining commitment of
$1.5 million
to fund this investment at
June 30, 2019
. At June 30, 2019, the Company also has a future commitment to fund
$4.3 million
to one of the Company’s investees.
Contractual Obligations
The Company has obligations under the IT Services Agreement, the EU IT Services Agreement, and related software maintenance agreements, various facilities and equipment leases, software license agreements, and software/hardware maintenance agreements.
The following table summarizes the total expenses related to these agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(in millions)
|
Data center expenses
|
|
$
|
106.1
|
|
|
$
|
107.5
|
|
|
$
|
104.8
|
|
Facilities and equipment leases
|
|
49.0
|
|
|
50.4
|
|
|
50.3
|
|
Software license agreements
|
|
37.3
|
|
|
33.7
|
|
|
32.0
|
|
Software/hardware maintenance agreements
|
|
65.0
|
|
|
63.5
|
|
|
63.2
|
|
Total expenses
|
|
$
|
257.4
|
|
|
$
|
255.0
|
|
|
$
|
250.3
|
|
The minimum commitments under these obligations at
June 30, 2019
are as follows, which includes the aforementioned IT Services Agreement and EU IT Services Agreement:
|
|
|
|
|
|
Years Ending June 30,
|
|
(in millions)
|
2020
|
|
$
|
117.6
|
|
2021
|
|
111.1
|
|
2022
|
|
102.5
|
|
2023
|
|
96.4
|
|
2024
|
|
91.4
|
|
Thereafter
|
|
204.4
|
|
Total
|
|
$
|
723.5
|
|
In addition to fixed rentals, certain leases require payment of maintenance and real estate taxes and contain escalation provisions based on future adjustments in price indices.
Other
In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations or cash flows.
It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company may use derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments as of
June 30, 2019
and
2018
.
In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.
The Company’s business process outsourcing and mutual fund processing services are performed by Broadridge Business Process Outsourcing, LLC (“BBPO”), an indirect wholly-owned subsidiary, which is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. At
June 30, 2019
, BBPO was in compliance with this capital requirement.
BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers. OCC Rule 309(b) requires BBPO to maintain a minimum net capital amount. At
June 30, 2019
, BBPO was in compliance with this capital requirement.
In addition, Matrix Trust Company, a subsidiary of the Company, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective trust funds. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At
June 30, 2019
, Matrix Trust Company was in compliance with its capital requirements.
NOTE 17. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) BY COMPONENT
The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
|
|
Securities
|
|
Pension
and Post-
Retirement
Liabilities
|
|
Total
|
|
|
(in millions)
|
Balances at July 1, 2016
|
|
$
|
(31.9
|
)
|
|
$
|
1.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
(38.2
|
)
|
Other comprehensive income/(loss) before reclassifications
|
|
(17.0
|
)
|
|
1.0
|
|
|
(2.2
|
)
|
|
(18.2
|
)
|
Amounts reclassified from accumulated other comprehensive income/(loss)
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
Balances at June 30, 2017
|
|
$
|
(48.9
|
)
|
|
$
|
2.3
|
|
|
$
|
(9.2
|
)
|
|
$
|
(55.8
|
)
|
Other comprehensive income/(loss) before reclassifications
|
|
5.7
|
|
|
1.1
|
|
|
(0.1
|
)
|
|
6.7
|
|
Amounts reclassified from accumulated other comprehensive income/(loss)
|
|
—
|
|
|
(3.7
|
)
|
|
1.0
|
|
|
(2.7
|
)
|
Balances at June 30, 2018
|
|
$
|
(43.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
(51.9
|
)
|
Cumulative effect of changes in accounting principle (a)
|
|
—
|
|
|
0.4
|
|
|
(1.9
|
)
|
|
(1.5
|
)
|
Other comprehensive income/(loss) before reclassifications
|
|
(15.0
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
(18.7
|
)
|
Amounts reclassified from accumulated other comprehensive income/(loss)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
Balances at June 30, 2019
|
|
$
|
(58.3
|
)
|
|
$
|
—
|
|
|
$
|
(12.9
|
)
|
|
$
|
(71.2
|
)
|
___________
|
|
(a)
|
Reflects the adoption of accounting standards as described in Note 2, “Summary of Significant Accounting Policies.”
|
|
|
NOTE 18.
|
FINANCIAL DATA BY SEGMENT
|
The Company operates in
two
reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.
The primary components of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting.
Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Other rather than reflect such items in segment profit.
In connection with an organizational change made in the second quarter of fiscal year 2018, in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result, our prior period segment results have been revised to reflect this change in reporting segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor
Communication
Solutions
|
|
Global
Technology and
Operations
|
|
Other
|
|
Foreign Currency
Exchange
|
|
Total
|
|
|
(in millions)
|
Year ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,511.1
|
|
|
$
|
953.5
|
|
|
$
|
—
|
|
|
$
|
(102.4
|
)
|
|
$
|
4,362.2
|
|
Earnings (loss) before income taxes
|
|
508.4
|
|
|
210.3
|
|
|
(130.9
|
)
|
|
19.4
|
|
|
607.3
|
|
Assets
|
|
2,169.5
|
|
|
1,409.6
|
|
|
301.6
|
|
|
—
|
|
|
3,880.7
|
|
Capital expenditures
|
|
34.9
|
|
|
6.1
|
|
|
9.6
|
|
|
—
|
|
|
50.6
|
|
Depreciation and amortization
|
|
54.9
|
|
|
11.3
|
|
|
19.0
|
|
|
—
|
|
|
85.2
|
|
Amortization of acquired intangibles
|
|
73.5
|
|
|
13.4
|
|
|
0.5
|
|
|
—
|
|
|
87.4
|
|
Amortization of other assets
|
|
37.1
|
|
|
45.0
|
|
|
5.3
|
|
|
—
|
|
|
87.4
|
|
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,495.6
|
|
|
$
|
911.6
|
|
|
$
|
—
|
|
|
$
|
(77.3
|
)
|
|
$
|
4,329.9
|
|
Earnings (loss) before income taxes
|
|
494.6
|
|
|
199.3
|
|
|
(151.4
|
)
|
|
18.6
|
|
|
561.0
|
|
Assets
|
|
2,089.0
|
|
|
908.3
|
|
|
307.4
|
|
|
—
|
|
|
3,304.7
|
|
Capital expenditures
|
|
39.2
|
|
|
28.6
|
|
|
8.8
|
|
|
—
|
|
|
76.7
|
|
Depreciation and amortization
|
|
52.2
|
|
|
10.8
|
|
|
19.1
|
|
|
—
|
|
|
82.1
|
|
Amortization of acquired intangibles
|
|
67.8
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
81.4
|
|
Amortization of other assets
|
|
12.6
|
|
|
30.6
|
|
|
5.3
|
|
|
—
|
|
|
48.5
|
|
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,398.6
|
|
|
$
|
825.5
|
|
|
$
|
—
|
|
|
$
|
(81.5
|
)
|
|
$
|
4,142.6
|
|
Earnings (loss) before income taxes
|
|
428.2
|
|
|
162.5
|
|
|
(110.5
|
)
|
|
8.1
|
|
|
488.1
|
|
Assets
|
|
1,931.2
|
|
|
886.2
|
|
|
332.4
|
|
|
—
|
|
|
3,149.8
|
|
Capital expenditures
|
|
33.7
|
|
|
11.1
|
|
|
40.5
|
|
|
—
|
|
|
85.4
|
|
Depreciation and amortization
|
|
47.5
|
|
|
9.9
|
|
|
11.1
|
|
|
—
|
|
|
68.6
|
|
Amortization of acquired intangibles
|
|
60.8
|
|
|
11.8
|
|
|
—
|
|
|
—
|
|
|
72.6
|
|
Amortization of other assets
|
|
12.4
|
|
|
23.9
|
|
|
4.6
|
|
|
—
|
|
|
41.0
|
|
Revenues and assets by geographic area are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
Canada
|
|
United
Kingdom
|
|
Other
|
|
Total
|
|
|
(in millions)
|
Year ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,913.8
|
|
|
$
|
279.5
|
|
|
$
|
127.5
|
|
|
$
|
41.4
|
|
|
$
|
4,362.2
|
|
Assets
|
|
$
|
2,870.2
|
|
|
$
|
504.8
|
|
|
$
|
277.0
|
|
|
$
|
228.7
|
|
|
$
|
3,880.7
|
|
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,907.2
|
|
|
$
|
273.6
|
|
|
$
|
118.7
|
|
|
$
|
30.4
|
|
|
$
|
4,329.9
|
|
Assets
|
|
$
|
2,661.9
|
|
|
$
|
216.7
|
|
|
$
|
257.8
|
|
|
$
|
168.3
|
|
|
$
|
3,304.7
|
|
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,771.9
|
|
|
$
|
251.4
|
|
|
$
|
92.1
|
|
|
$
|
27.3
|
|
|
$
|
4,142.6
|
|
Assets
|
|
$
|
2,579.1
|
|
|
$
|
237.9
|
|
|
$
|
238.1
|
|
|
$
|
94.7
|
|
|
$
|
3,149.8
|
|
|
|
NOTE 19.
|
QUARTERLY FINANCIAL RESULTS (UNAUDITED)
|
Summarized quarterly results of operations for the fiscal years ended June 30,
2019
and
2018
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal Year Total
|
|
|
(in millions, except per share amounts)
|
Year ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
972.8
|
|
|
$
|
953.4
|
|
|
$
|
1,224.8
|
|
|
$
|
1,211.2
|
|
|
$
|
4,362.2
|
|
Gross profit
|
|
233.8
|
|
|
219.4
|
|
|
377.5
|
|
|
399.6
|
|
|
1,230.2
|
|
Operating income
|
|
100.1
|
|
|
78.2
|
|
|
233.6
|
|
|
240.8
|
|
|
652.7
|
|
Earnings before income taxes
|
|
89.3
|
|
|
64.3
|
|
|
223.6
|
|
|
230.0
|
|
|
607.3
|
|
Net earnings
|
|
76.7
|
|
|
49.9
|
|
|
172.2
|
|
|
183.2
|
|
|
482.1
|
|
Basic EPS
|
|
$
|
0.66
|
|
|
$
|
0.43
|
|
|
$
|
1.49
|
|
|
$
|
1.59
|
|
|
$
|
4.16
|
|
Diluted EPS
|
|
$
|
0.64
|
|
|
$
|
0.42
|
|
|
$
|
1.45
|
|
|
$
|
1.55
|
|
|
$
|
4.06
|
|
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
924.8
|
|
|
$
|
1,012.8
|
|
|
$
|
1,071.9
|
|
|
$
|
1,320.4
|
|
|
$
|
4,329.9
|
|
Gross profit
|
|
198.8
|
|
|
243.5
|
|
|
269.3
|
|
|
450.9
|
|
|
1,162.5
|
|
Operating income
|
|
85.2
|
|
|
115.9
|
|
|
130.8
|
|
|
266.2
|
|
|
598.1
|
|
Earnings before income taxes
|
|
74.3
|
|
|
103.5
|
|
|
125.2
|
|
|
258.0
|
|
|
561.0
|
|
Net earnings
|
|
49.9
|
|
|
62.1
|
|
|
109.1
|
|
|
206.9
|
|
|
427.9
|
|
Basic EPS
|
|
$
|
0.43
|
|
|
$
|
0.53
|
|
|
$
|
0.93
|
|
|
$
|
1.76
|
|
|
$
|
3.66
|
|
Diluted EPS
|
|
$
|
0.42
|
|
|
$
|
0.52
|
|
|
$
|
0.90
|
|
|
$
|
1.72
|
|
|
$
|
3.56
|
|
NOTE 20. SUBSEQUENT EVENTS
On July 31, 2019, the Company’s Board of Directors increased the Company’s quarterly cash dividend by
$0.055
per share to
$0.540
per share, an increase in the expected annual dividend amount from
$1.94
to
$2.16
per share. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors, and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.
* * * * * * *