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Acquisitions
6 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Acquisitions

Note 5—Acquisitions

 

Blue Prism

On March 16, 2022, we purchased all of the outstanding stock of Blue Prism Group plc (“Blue Prism”) for approximately $1.6 billion in cash, plus the costs of effecting the transaction pursuant to a Scheme of Arrangement entered into under the U.K. Takeover Code. We financed the acquisition by entering into an Incremental Joinder (the “Incremental Joinder”) to the amended and restated credit agreement. Blue Prism is a global leader in enterprise robotics process automation and intelligent automation.

The net assets and results of operations of Blue Prism have been included in our Condensed Consolidated Financial Statements from March 16, 2022. The preliminary fair value of the intangible assets, consisting of customer relationships, completed technologies and trade names, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technologies and trade names, and the excess earnings method was utilized for customer relationships. Completed technologies and customer relationships are amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. Trade names are amortized on a straight-line basis. Customer relationships, completed technologies and trade names are expected to be amortized over approximately fifteen, eight and fourteen years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill and a portion is tax deductible.

During three months ended June 30, 2022 measurement period adjustments were recorded which resulted in increases in value of approximately $28.1 million and $4.0 million in customer relationships and completed technologies, respectively, and decreases in value of approximately $15.1 million and 3.0 million in deferred tax liabilities and trade names, respectively. Goodwill was also adjusted as a result of the measurement period adjustments.

There are $62.8 million and $73.6 million in revenues from Blue Prism’s operations included in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022, respectively.

 

Hubwise

On March 25, 2022, we purchased all of the outstanding stock of Hubwise Holdings Limited (“Hubwise”) for approximately $75.0 million in cash, plus the costs of effecting the transaction. Hubwise is a regulated business-to-business investment platform serving advisers, discretionary wealth managers and self-directed direct-to-consumer propositions.

The net assets and results of operations of Hubwise have been included in our Condensed Consolidated Financial Statements from March 25, 2022. The preliminary fair value of the intangible assets, consisting of customer relationships, completed technologies and trade names, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technologies and trade names, and the excess earnings method was utilized for customer relationships. Completed technologies and customer relationships are amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. Trade names are amortized on a straight-line basis. Customer relationships, completed technologies and trade name are expected to be amortized over approximately twelve, eight and fourteen years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill and a portion is tax deductible.

During three months ended June 30, 2022, measurement period adjustments were recorded which resulted in decreases in value of approximately $14.2 million, $2.8 million and $4.0 million in completed technologies, customer relationships and deferred income taxes, respectively. Goodwill was also adjusted as a result of the measurement period adjustments.

There are $1.6 million and $1.7 million in revenues from Hubwise’s operations included in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022, respectively.

The following summarizes the preliminary allocation of the purchase price for the 2022 acquisitions of Blue Prism and Hubwise (in millions). The fair values of the acquired intangible assets, and the related evaluation of taxes, are provisional pending receipt of the final valuation for those assets. The valuation of the acquired liabilities is also preliminary.

 

 

Blue Prism

 

 

Hubwise

 

 

Accounts receivable

 

$

50.1

 

 

$

0.7

 

 

Property, plant and equipment

 

 

1.9

 

 

 

0.1

 

 

Other assets

 

 

10.4

 

 

 

0.3

 

 

Operating lease right-of-use assets

 

 

4.4

 

 

 

0.3

 

 

Customer relationships

 

 

520.0

 

 

 

23.0

 

 

Completed technologies

 

 

250.0

 

 

 

8.7

 

 

Trade names

 

 

38.0

 

 

 

1.0

 

 

Goodwill

 

 

945.3

 

 

 

50.5

 

 

Accounts payable

 

 

(6.6

)

 

 

(0.2

)

 

Accrued employee compensation and benefits

 

 

(23.2

)

 

 

 

 

Deferred revenue

 

 

(166.9

)

 

 

 

 

Deferred income taxes

 

 

(110.7

)

 

 

(8.2

)

 

Other liabilities assumed

 

 

(35.2

)

 

 

(0.7

)

 

Consideration paid, net of cash acquired

 

$

1,477.5

 

 

$

75.5

 

 

 

Additionally, we acquired 5 M’s Minerals Management, LLC (“MineralWare”) in May 2022 for approximately $18.0 million. We acquired assets related to O’Shares exchange traded funds (“O’Shares”) in June 2022 for approximately $28.3 million.

 

The following unaudited pro forma information is provided for illustrative purposes only and assumes that the acquisitions of Blue Prism, Hubwise and MineralWare occurred on January 1, 2021 and the acquisition of Capita Life & Pensions Services (Ireland) Limited (“Capita”) occurred on January 1, 2020, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects. This unaudited pro forma information (in millions) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on those dates, nor of the results that may be obtained in the future.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues

 

$

1,329.2

 

 

$

1,320.0

 

 

$

2,681.4

 

 

$

2,618.1

 

Net income

 

$

110.7

 

 

$

165.3

 

 

$

267.3

 

 

$

283.7

 

 

During the six months ended June 30, 2022 and 2021, we recorded severance expense related to personnel reductions in several of our businesses. The amount of severance expense recognized in our Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2022 and 2021 was as follows (in millions):

 

 

Six Months Ended June 30,

 

Consolidated Statements of Comprehensive Income Classification

 

2022

 

 

2021

 

Cost of software-enabled services

 

$

3.8

 

 

$

14.1

 

Cost of license, maintenance and other related

 

 

0.7

 

 

 

1.2

 

Total cost of revenues

 

 

4.5

 

 

 

15.3

 

Selling and marketing

 

 

1.2

 

 

 

1.2

 

Research and development

 

 

0.8

 

 

 

5.8

 

General and administrative

 

 

-

 

 

 

0.6

 

Total operating expenses

 

 

2.0

 

 

 

7.6

 

Total severance expense

 

$

6.5

 

 

$

22.9