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Acquisitions
12 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisitions 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.
Pro forma supplemental financial information for all acquisitions 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.
The following represents the fiscal year 2020 acquisitions:

Fiscal Year 2020 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:

Shadow FinancialFi360Clear-StructureFunds-LibraryTotal
(in millions)
Cash payments, net of cash acquired$35.6  $116.0  $59.1  $69.6  $280.3  
Deferred payments, net2.9  3.5  2.6  —  9.0  
Contingent consideration liability—  —  7.0  —  7.0  
Aggregate purchase price$38.5  $119.5  $68.7  $69.6  $296.3  
Net tangible assets acquired / (liabilities assumed)$(0.2) $(7.9) $0.6  $(3.3) $(10.8) 
Goodwill17.6  84.4  44.2  39.1  185.3  
Intangible assets21.1  43.1  23.9  33.8  121.8  
Aggregate purchase price$38.5  $119.5  $68.7  $69.6  $296.3  

Shadow Financial Systems, Inc. (“Shadow Financial”)
In October 2019, the Company acquired Shadow Financial, a provider of multi-asset class post-trade solutions for the capital markets industry. The acquisition builds upon Broadridges post-trade processing capabilities by adding a market-ready solution for exchanges, inter-dealer brokers and proprietary trading firms. In addition, the acquisition adds capabilities across exchange traded derivatives and cryptocurrency. Shadow Financial is included in our GTO reportable segment.
Goodwill is tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-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.
Fi360, Inc. (“Fi360”)
In November 2019, the Company acquired Fi360, a provider of fiduciary and Regulation Best Interest solutions for the wealth and retirement industry, including the accreditation and continuing education for the Accredited Investment Fiduciary® Designation, the leading designation focused on fiduciary responsibility. The acquisition enhances Broadridge’s retirement solutions by providing wealth and retirement advisors with fiduciary tools that complement its Matrix trust and trading platform. The acquisition also further strengthens Broadridge’s data and analytics tools and solutions suite that enable asset managers to grow their businesses by providing greater transparency into the retirement market. Fi360 is included in our ICS reportable segment.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-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.

ClearStructure Financial Technology, LLC (“ClearStructure”)
In November 2019, the Company acquired ClearStructure, a global provider of portfolio management solutions for the private debt markets. ClearStructure’s component services enhances Broadridge’s existing multi-asset class, front-to-back office asset management technology suite, providing Broadridge clients with a capability to access the public and private markets. ClearStructure is included in our GTO reportable segment.
The contingent consideration liability is payable through fiscal year 2023 upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of $12.5 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, 2020 is $7.0 million.
Goodwill is primarily tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-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.
FundsLibrary Limited (“FundsLibrary”)
In February 2020, the Company acquired FundsLibrary, a provider of fund document and data dissemination in the European market. FundsLibrary's solutions enable fund managers to increase distribution opportunities and help them comply with regulations such as Solvency II and MiFID II. The business will be combined with FundAssist Limited (“FundAssist”), Broadridge's existing European funds regulatory communications business. The combined solution provides funds with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance and disseminate information across multiple jurisdictions. FundsLibrary is included in our ICS reportable segment.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and three-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.

The following represents the fiscal year 2019 acquisitions:
Fiscal Year 2019 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:
 RockallRPMTD Ameritrade*Total
(in millions)
Cash payments, net of cash acquired$34.9  $258.3  $61.5  $354.7  
Deferred payments, net
0.5  40.9  —  41.4  
Contingent consideration liability
7.0  0.8  —  7.9  
Aggregate purchase price
$42.4  $300.1  $61.5  $404.0  
Net tangible assets acquired / (liabilities assumed)
$(2.9) $6.8  $—  $3.9  
Goodwill
31.1  181.6  27.1  239.8  
Intangible assets
14.2  111.7  34.4  160.3  
Aggregate purchase price
$42.4  $300.1  $61.5  $404.0  

* Broadridge acquired the retirement plan custody and trust assets from TD Ameritrade Trust Company.

Rockall Technologies Limited (“Rockall”)
In May 2019, the Company completed the acquisition of Rockall, a provider of securities-based lending (“SBL”) and collateral management solutions for wealth management firms and commercial banks. The acquisition expanded Broadridge's core front-to-back office wealth capabilities, providing innovative SBL and collateral management technology solutions to help commercial banks manage risk and optimize clients' securities lending and financing needs. Rockall is included in our GTO reportable segment.
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.
The fair value of the contingent consideration liability at June 30, 2020 is $7.6 million.
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.
In the first quarter of fiscal year 2020, the Company settled deferred payment obligations totaling $0.5 million.
RPM Technologies (“RPM”)
In June 2019, Broadridge acquired RPM, a provider of enterprise wealth management software solutions and services. The addition of RPM’s state-of-the-art technology platforms builds upon our Canadian wealth management business, providing a solution set for the retail banking sector with enhanced mutual fund and deposit manufacturing capabilities. RPM is included in our GTO reportable segment.
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.
The fair value of the contingent consideration liability at June 30, 2020 is $0.8 million.
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.
In the first quarter of fiscal year 2020, the Company settled deferred payment obligations totaling $40.9 million.
Retirement Plan Custody and Trust Assets from 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. This acquisition is included in our ICS reportable segment.
Goodwill is tax deductible.
Intangible assets acquired consist of customer relationships, which are being amortized over a seven-year life.

The following represents the fiscal year 2018 acquisitions:
Fiscal Year 2018 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:
 SummitActivePathFundAssistTotal
(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 Financial Disclosure, LLC (“Summit”)
In October 2017, the Company acquired Summit, a full service financial document management solutions provider, including document composition and regulatory filing services. Summit is included in our ICS reportable segment.
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, 2020 is $7.3 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 Solutions LTD “(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. ActivePath is included in our ICS reportable segment.
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 Limited (“FundAssist”)
In May 2018, the Company acquired FundAssist, a regulatory, marketing and sales solutions service provider to the global investments industry. FundAssist is included in our ICS reportable segment.
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, 2020 is $5.3 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.