Acquisitions |
12 Months Ended |
|---|---|
Jun. 30, 2015 | |
| Business Combinations [Abstract] | |
| Acquisitions | ACQUISITIONS Assets acquired and liabilities assumed in business combinations were recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company were included in the Company’s Consolidated Statements of Earnings since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to Goodwill. During the fiscal year ended June 30, 2015, the Company acquired three businesses in the Investor Communication Solutions segment: Direxxis In March 2015, the Company acquired Direxxis, a provider of cloud-based marketing solutions and services for financial advisors. The aggregate purchase price was $34.5 million, consisting of $33.3 million of cash payments as well as a contingent consideration liability with an acquisition date fair value of $1.2 million that is payable over the next three 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 $5.5 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, 2015 is $1.2 million. Net tangible assets acquired in the transaction were $0.3 million. This acquisition resulted in $20.6 million of Goodwill and $13.6 million of intangible assets, consisting primarily of acquired customer relationships and software technology, which are being amortized over a ten-year life and five-year life, respectively. The results of Direxxis’ operations were included in the Company’s Consolidated Financial Statements from the date of acquisition. Trade Processing Business of WTRIS In April 2015, the Company acquired the trade processing business of the WTRIS unit of M&T Bank Corporation. The acquired business is being combined with Broadridge’s mutual fund and ETF trade processing platform. The aggregate purchase price was $73.2 million, consisting of $61.0 million of cash payments as well as a contingent consideration liability with an acquisition date fair value of $12.2 million. The contingent consideration liability contains various components which could be settled over a period not to exceed twenty-four months from the acquisition date, based on the achievement of the defined financial targets by the acquired business. The fair value of the contingent consideration liability as of June 30, 2015 is $12.2 million based on our best estimate of the final amounts payable upon settlement, the substantial majority of which is expected to be paid in the first quarter of fiscal year 2016. Net tangible assets acquired in the transaction were $4.8 million. This acquisition resulted in $39.1 million of Goodwill and $29.3 million of intangible assets, consisting of acquired customer relationships and software technology, which are being amortized over a ten-year life and seven-year life, respectively. The results of the trade processing business of WTRIS were included in the Company’s Consolidated Financial Statements from the date of acquisition. The valuation of the acquired intangible assets has been completed; however, 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, which is still subject to a working capital adjustment. FSCI Unit of Thomson Reuters’ Lipper division In June 2015, the Company acquired the FSCI unit from Thomson Reuters’ Lipper division, now known as Broadridge Fund Information Services. The acquisition expands the Company’s enterprise data and analytics solutions for mutual fund manufacturers, ETF issuers, and fund administrators, adding new global data and research capabilities. The purchase price was $77.0 million. Net tangible assets acquired in the transaction were $3.8 million. This acquisition resulted in $38.8 million of Goodwill and $34.4 million of intangible assets, consisting primarily of acquired customer relationships, which is being amortized over a ten-year life. The results of FSCI’s operations were included in the Company’s Consolidated Financial Statements from the date of acquisition. The valuation of the acquired intangible assets has been completed; however, the allocation of the purchase price will be finalized upon completion of the analysis of the fair values of FSCI’s assets and liabilities which is still subject to a working capital adjustment. During the fiscal year ended June 30, 2015, the Company acquired one business in the Global Technology and Operations segment: TwoFour Systems In December 2014, the Company acquired TwoFour Systems, now known as Broadridge FX and Liquidity Solutions, a provider of real-time foreign exchange solutions for banks and broker-dealers. The aggregate purchase price was $32.7 million, consisting of $31.6 million of cash payments as well as a contingent consideration liability with an acquisition date fair value of $1.1 million that is payable over the next three years upon achievement by the acquired business of certain revenue and earnings targets. The contingent consideration liability has a maximum potential pay-out of $8.3 million upon the achievement in full of the defined financial targets by the acquired business. The fair value of the contingent consideration liability as of June 30, 2015 is $1.1 million. Net tangible liabilities assumed in the transaction were $3.3 million. This acquisition resulted in $25.5 million of Goodwill. Intangible assets acquired, which totaled $10.5 million, consist primarily of acquired software technology and customer relationships, which are being amortized over a seven-year life and ten-year life, respectively. The results of TwoFour Systems’ operations were included in the Company’s Consolidated Financial Statements from the date of acquisition. Pro forma supplemental financial information is not provided as the impact of the acquisitions on the Company’s operating results, financial position or cash flows as of and for the fiscal year ended June 30, 2015 was not material for any acquisition individually or for all acquisitions in the aggregate. During the fiscal year ended June 30, 2014, the Company acquired two businesses in the Investor Communication Solutions segment: Bonaire In July 2013, the Company acquired Bonaire, a leading provider of fee calculation, billing, and revenue and expense management solutions for asset managers including institutional asset managers, wealth managers, mutual funds, bank trusts, hedge funds and capital markets firms. The aggregate purchase price was $37.6 million, net of cash acquired. Net liabilities assumed in the transaction were $1.5 million. The Company recorded a $0.5 million liability for the fair value of potential additional cash payments, which are payable over the next three years contingent upon the achievement by the acquired business of certain revenue and earnings targets. This acquisition resulted in $29.0 million of Goodwill. Intangible assets acquired, which totaled $10.1 million, consist primarily of acquired software technology and customer relationships, which are being amortized over a seven-year life and ten-year life, respectively. The results of Bonaire’s operations were included in the Company’s Consolidated Financial Statements from the date of acquisition. During the fourth quarter of fiscal year 2014, the fair value of the contingent consideration was increased by $0.8 million. As a result, as of June 30, 2014, the Company recorded a $1.3 million liability for the contingent consideration. In fiscal 2015, the Company increased the contingent consideration liability by $0.3 million and also made a partial pay-out on the liability of $0.4 million. As a result, the fair value of the remaining contingent consideration liability at June 30, 2015 is $1.2 million. Emerald In February 2014, the Company acquired Emerald, a leading provider of websites and related communications solutions for financial advisors. The purchase price was $59.8 million, net of cash acquired. Net liabilities assumed in the transaction were $2.1 million. This acquisition resulted in $41.1 million of Goodwill. Intangible assets acquired, which totaled $20.8 million, consist primarily of acquired customer relationships, which are being amortized over a seven-year life. The results of Emerald’s operations were included in the Company’s Consolidated Financial Statements from the date of acquisition. During the first quarter of the fiscal year ended June 30, 2014, the fair value of contingent consideration associated with one of the Company’s acquisitions was reduced by approximately $3.3 million. Pro forma supplemental financial information is not provided as the impact of the acquisitions on the Company’s operating results, financial position or cash flows as of and for the fiscal year ended June 30, 2014 was not material for any acquisition individually or for all acquisitions in the aggregate. There were no acquisitions in the fiscal year ended June 30, 2013. |