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Acquisitions
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Acquisitions

Note 8—Acquisitions

2023 Acquisitions

Iress Managed Funds Administration Business

On October 1, 2023, we purchased the managed funds administration business from Iress Limited (“Iress Managed Funds Administration Business”) for approximately $32.5 million in cash. The Iress Managed Funds Administration Business provides software and services for trading and market data, financial advice, investment management, mortgages, superannuation, life and pensions and data intelligence.

The net assets and results of operations of the Iress Managed Funds Administration Business have been included in our Consolidated Financial Statements from October 1, 2023. The preliminary fair value of the intangible assets, consisting of customer relationships and trade names, was determined using the income approach. Specifically, the excess earnings method was utilized for customer relationships and the relief-from-royalty method was utilized for trade names. Customer relationships and trade names are expected to be amortized over approximately twelve and ten years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill and is not tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2023 includes $3.6 million in revenues from the Iress Managed Funds Administration Business’s operations.

2022 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 Consolidated Financial Statements from March 16, 2022. The fair value of the intangible assets, consisting of customer relationships, completed technology and trade names, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technology and trade names, and the excess earnings method was utilized for customer relationships. Significant assumptions used in the determination of fair value for completed technology were projected future revenues, royalty rate, obsolescence rate and discount rate. Significant assumptions used in the determination of fair value for customer relationships were projected future revenues, costs and discount rate. Customer relationships, completed technology 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 is not tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2022 included $201.2 million in revenues from Blue Prism’s operations. Blue Prism generates revenues primarily from software license fees and related maintenance and service fees.

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 Consolidated Financial Statements from March 25, 2022. The fair value of the intangible assets, consisting of customer relationships, completed technology and trade names, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technology and trade names, and the excess earnings method was utilized for customer relationships. Customer relationships, completed technology 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 is not tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2022 included $4.1 million in revenues from Hubwise’s operations.

Tier1

On August 23, 2022, we purchased the sell-side Tier1 customer relationship management (“CRM”) business (“Tier1”) and related assets from Tier1 Financial Solutions for approximately $32.5 million in cash, plus the costs of effecting the transaction. Tier1 is a leading provider of sell-side CRM solutions targeting capital markets and investment banks. Tier1 supplies CRM capabilities to sell-side financial services firms, including research, trading, and sales teams within capital markets groups, and provides deal management experience to investment banks.

The net assets and results of operations of Tier1 have been included in our Consolidated Financial Statements from August 23, 2022. The preliminary fair value of the intangible assets, consisting of customer relationships and completed technology, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technology, and the excess earnings method was utilized for customer relationships. Customer relationships and completed technologies are expected to be amortized over approximately fourteen and six years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill and is tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2022 included $4.7 million in revenues from Tier1’s operations.

The following summarizes the allocation of the purchase price for the 2023 acquisition of the Iress Managed Funds Administration Business and the 2022 acquisitions of Blue Prism, Hubwise and Tier1 (in millions):

 

 

Iress Managed Funds Administration Business

 

 

Blue Prism

 

 

Hubwise

 

 

Tier1

 

Accounts receivable

 

$

2.4

 

 

$

50.1

 

 

$

0.7

 

 

$

0.3

 

Property, plant and equipment

 

 

 

 

 

1.8

 

 

 

0.1

 

 

 

0.1

 

Other assets

 

 

0.7

 

 

 

11.2

 

 

 

0.3

 

 

 

0.2

 

Operating lease right-of-use assets

 

 

 

 

 

4.4

 

 

 

 

 

 

 

Customer relationships

 

 

13.9

 

 

 

520.0

 

 

 

23.0

 

 

 

16.3

 

Completed technologies

 

 

 

 

 

250.0

 

 

 

8.7

 

 

 

6.4

 

Trade names

 

 

0.7

 

 

 

38.0

 

 

 

1.0

 

 

 

 

Goodwill

 

 

20.4

 

 

 

950.6

 

 

 

50.0

 

 

 

21.6

 

Accounts payable

 

 

 

 

 

(6.6

)

 

 

(0.2

)

 

 

(1.0

)

Accrued employee compensation and other liabilities

 

 

(1.3

)

 

 

(64.0

)

 

 

(0.7

)

 

 

(2.0

)

Deferred revenue

 

 

 

 

 

(166.9

)

 

 

 

 

 

(8.6

)

Deferred income taxes

 

 

(3.9

)

 

 

(111.1

)

 

 

(7.4

)

 

 

 

Consideration paid, net of cash acquired

 

$

32.9

 

 

$

1,477.5

 

 

$

75.5

 

 

$

33.3

 

Additionally, we acquired 5 M’s Minerals Management, LLC (“MineralWare”) in May 2022 for approximately $18.0 million and Complete Financial Ops, Inc. (“CFO”) in December 2022 for approximately $5.7 million. We acquired assets related to O’Shares exchange traded funds (“O’Shares”) in June 2022 for approximately $28.3 million.

The goodwill associated with each of the transactions above is a result of expected synergies from combining the operations of businesses acquired with us and intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisition of the Iress Managed Funds Administration Business occurred on January 1, 2022 and the acquisitions of Blue Prism, Hubwise, MineralWare, Tier1 and CFO occurred on January 1, 2021, 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.

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Revenues

 

$

5,513.5

 

 

$

5,365.7

 

 

$

5,322.9

 

Net income

 

$

603.6

 

 

$

630.4

 

 

$

659.4

 

 

We recorded severance expense related to personnel reductions in several of our financial services and healthcare businesses. The amount of severance expense recognized in our Consolidated Statements of Comprehensive Income was as follows (in millions):

 

 

 

For the Year Ended December 31,

 

Consolidated Statements of Comprehensive Income Classification

 

 

2023

 

 

2022

 

 

2021

 

Cost of software-enabled services

 

 

$

16.2

 

 

$

8.2

 

 

$

11.4

 

Cost of license, maintenance and other related

 

 

 

1.5

 

 

 

1.9

 

 

 

1.1

 

Total cost of revenues

 

 

 

17.7

 

 

 

10.1

 

 

 

12.5

 

Selling and marketing

 

 

 

3.6

 

 

 

3.1

 

 

 

1.6

 

Research and development

 

 

 

4.2

 

 

 

2.4

 

 

 

5.6

 

General and administrative

 

 

 

5.8

 

 

 

0.6

 

 

 

2.2

 

Total operating expenses

 

 

 

13.6

 

 

 

6.1

 

 

 

9.4

 

Total severance expense

 

 

$

31.3

 

 

$

16.2

 

 

$

21.9