Notes to Financial Statements | |
| 6 Months Ended
Dec. 31, 2008
|
Notes to Financial Statements [Abstract] | |
NOTE 1. BASIS OF PRESENTATION |
NOTE 1. BASIS OF PRESENTATION
A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) is a leading global provider of investor communication, securities processing, and clearing and outsourcing solutions to the financial services industry. The Company classifies its operations into the following three reportable segments:
•
Investor Communication Solutions—provides solutions for the processing and distribution of proxy materials to investors, including vote processing, and for the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions. Investor Communication Solutions also provides financial information distribution and transaction reporting services to both financial institutions and securities issuers. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, and imaging, archival and workflow solutions.
•
Securities Processing Solutions—provides advanced, computerized real-time transaction processing services that automate the securities transaction cycle. Securities Processing Solutions’ products and services include desktop productivity tools and portfolio management, order capture and execution, trade confirmation, settlement and accounting services.
•
Clearing and Outsourcing Solutions—provides securities clearing services, which include the process of matching, recording, and processing transaction instructions and then exchanging payments between counterparties. The Company’s securities clearing solutions also enable clients to finance inventory. The Company’s operations outsourcing solutions allow broker-dealers to outsource certain administrative functions relating to clearing and settlement to the Company, from order entry to trade matching and settlement, while maintaining their ability to finance and capitalize their business.
B. Basis of Presentation. The Condensed Consolidated Financial Statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”). The 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 and various entities in which the Company has investments recorded under the cost and equity methods of accounting. Intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. The Financial Statements should be read in conjunction with the Company’s consolidated financial statements in the Company’s Annual Report on Form10-K for the fiscal year ended June30, 2008 (the “2008 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on August14, 2008.
C. Financial Instruments. Substantially all of the financial instruments of the Company other than Long-t |
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS |
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS No.142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). This pronouncement amends FASB Statement of Financial Accounting Standards (“SFAS”) No.142, “Goodwill and Other Intangible Assets” (“SFASNo.142”), regarding the factors that should be considered in developing the useful lives for intangible assets with renewal or extension provisions. FSP FAS 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, when determining the useful life of an intangible asset. In the absence of such experience, an entity shall consider the assumptions that market participants would use about renewal or extension, adjusted for entity-specific factors. FSP FAS 142-3 also requires an entity to disclose information regarding the extent to which the expected future cash flows associated with an intangible asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP FAS 142-3 will be effective for qualifying intangible assets acquired by the Company on or after July1, 2009. The application of FSP FAS 142-3 is not expected to have a material impact on the Company’s results of operations, cash flows or financial positions; however, it could impact future transactions entered into by the Company.
In March 2008, the FASB issued Statement No.161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No.161”). SFAS No.161 amends and expands the disclosure requirements of SFAS No.133, “Accounting for Derivative Instruments and Hedging Activities.” It requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November15, 2008. The Company does not expect the adoption of SFAS No.161 to have a material impact on its results of operations or financial condition.
In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS No.141R”), which replaces SFAS No.141. SFAS No.141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No.141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year that begins after December15, 2008. The Company is curre |
NOTE 3. EARNINGS PER SHARE |
NOTE 3. 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 computation of diluted EPS did not include 17.5million and 3.1million options to purchase Broadridge common stock for the three months ended December31, 2008 and 2007, respectively, and 16.5million and 7.4million options to purchase Broadridge common stock for the six months ended December31, 2008 and 2007, 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:
Threemonthsended
December31, Sixmonthsended
December31,
2008 2007 2008 2007
Weighted-average shares outstanding:
Basic 140.2 139.3 140.3 139.2
Common stock equivalents 1.1 1.6 1.4 1.1
Diluted 141.3 140.9 141.7 140.3
|
NOTE 4. OTHER (INCOME) EXPENSES, NET |
NOTE 4. OTHER (INCOME) EXPENSES, NET
Other (income) expenses, net consisted of the following:
Threemonthsended
December31, Sixmonthsended
December31,
2008 2007 2008 2007
Interest expense on borrowings $ 3.2 $ 8.5 $ 8.6 $ 17.6
Interest income — (0.7 ) (0.5 ) (1.0 )
Foreign currency exchange (gain) loss (4.7 ) 1.6 (6.7 ) 1.5
Gain from purchase of senior notes — — (8.4 ) —
Other, net 0.1 0.2 0.1 0.3
Other (income) expenses, net $ (1.4 ) $ 9.6 $ (6.9 ) $ 18.4
|
NOTE 5. ACQUISITIONS |
NOTE 5. ACQUISITIONS
Assets acquired and liabilities assumed in business combinations were recorded on the Company’s Condensed 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 Condensed 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 fiscal year 2009, the Company acquired one business in the Securities Processing Solutions segment for $13.7 million. In addition, the Company agreed to pay contingent consideration of up to an additional $13.0 million, which is payable over the next two years, subject to the acquired business’ achievement of specified revenue targets. This acquisition resulted in approximately $10.7 million of goodwill. Intangible assets acquired, which totaled approximately $3.8 million, consist primarily of acquired technology and customer relationships that are being amortized over a five-year life and seven-year life, respectively. This acquisition was not material to the Company’s operations, financial position, or cash flows.
During fiscal year 2008, the Company acquired one business in the Securities Processing Solutions segment for $6.1 million. This acquisition resulted in approximately $3.6 million of goodwill. Intangible assets acquired, which totaled approximately $2.5 million, consist of acquired technology that is being amortized over a five-year life. This acquisition was not material to the Company’s operations, financial position, or cash flows. |
NOTE 6. SECURITIES CLEARING RECEIVABLES AND PAYABLES |
NOTE 6. SECURITIES CLEARING RECEIVABLES AND PAYABLES
Securities clearing receivables and payables consisted of the following:
December31,
2008 June30,
2008
Receivables:
Clearing customers $ 453.4 $ 802.3
Securities borrowed 44.4 113.9
Broker-dealers and other 117.7 221.3
Clearing organizations 199.4 75.4
Securities failed to deliver 117.6 157.0
Total $ 932.5 $ 1,369.9
Payables:
Clearing customers $ 743.6 $ 759.8
Securities loaned 1.0 133.1
Broker-dealers and other 137.1 127.6
Securities failed to receive 69.2 136.9
Total $ 950.9 $ 1,157.4
As of December31, 2008, the Company has received securities collateral, primarily in connection with customer margin loans, securities borrowed transactions, and correspondent accounts with a market value of approximately $844.2 million, which it can sell or repledge. Of this amount, approximately $211.1 million had been pledged or sold as of December31, 2008 in connection with securities loaned, street-side settlement, deposits with clearing organizations and Federal and other regulations. Included in the securities collateral and pledged or sold amounts stated above were approximately $76.2 million of borrowed securities segregated in a special reserve account pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 (“Rule 15c3-3”).
As a registered broker-dealer and member of the New York Stock Exchange (“NYSE”) and the Financial Industry Regulatory Authority (“FINRA”), Ridge Clearing Outsourcing Solutions, Inc. (“Ridge Clearing”) is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934 (“Rule 15c3-1”). Ridge Clearing computes its net capital under the alternative method permitted by Rule 15c3-1, which requires Ridge Clearing to maintain minimum net capital equal to the greater of $1.5 million or 2% of aggregate debit items arising from customer transactions. The NYSE and FINRA may require a member firm to reduce its business if its net capital is less than 4% of aggregate debit items, or may prohibit a member firm from expanding its business or paying cash dividends if resulting net capital would be less than 5% of aggregate debit items. At December31, 2008, Ridge Clearing had net capital of $234.3 million, which was approximately 40% of aggregate debit items and exceeded the minimum requirements by $222.7 million.
Ridge Clearing owns 142.8571 Series A common shares of CAPCO Holdings, Inc. (“CAPCO”) to gain access to the Securities Investor Protection Corporation (“SIPC”) excess bond for customer protection that is furnished by CAPCO. The excess SIPC bond provides for unlimited insurance coverage up to the net equity of each customer’s account. Under the terms of the excess SIPC bond, Ridge Clearing is required to maintain net capital of $200.0 million as defined under Rule 15c3-1, for two consecutive quarters within the twelve-month period ending September30th of each year. |
NOTE 7. BORROWINGS |
NOTE 7. BORROWINGS
The Company’s outstanding borrowings consisted of the following:
Expiration
Date December31,
2008 June30,
2008
Long-term
Term loan facility March2012 $ 200.0 $ 200.0
Senior notes June2017 124.0 247.9
$ 324.0 $ 447.9
In addition, the Company has a five-year revolving credit facility that expires in March 2012 that has an available capacity of $500.0 million. No amounts were outstanding under this credit facility at December31, 2008.
At December31, 2008 and June30, 2008, the Company was not aware of any instances of non-compliance with the financial covenants of its borrowings’ obligations.
The fair value of the fixed-rate senior notes at December31, 2008 was $90.0 million based on quoted market prices. The carrying value of the variable-rate term loan facility approximates fair value. Amounts are due on the expiration dates listed above.
During the six months ended December31, 2008, the Company completed the purchase of $125.0 million principal amount of its 6.125% senior notes due 2017 (including $1.0 million unamortized bond discount) pursuant to the cash tender offer for such notes.The consideration paid for the senior notes accepted for payment was $116.3 million. The completed purchase resulted in a one-time non-cash gain from early extinguishment of debt of $8.4 million. |
NOTE 8. STOCK-BASED COMPENSATION |
NOTE 8. STOCK-BASED COMPENSATION
The activity related to the Company’s incentive equity awards for the three months ended December31, 2008 consisted of the following:
StockOptions Time-based
RestrictedStock Performance-based
RestrictedStock
Number
of
Options
(a) (b) Weighted-
Average
Exercise
Price Number
ofShares Weighted-
Average
GrantDate
FairValue Number
of Shares Weighted-
Average
GrantDate
FairValue
Balances at September30, 2008 17,251,240 $ 19.00 1,058,215 $ 18.54 1,165,014 $ 19.46
Granted 753,200 20.87 923,357 14.03 328,300 14.03
Exercised — — — — — —
Vesting of restricted shares — — (4,476 ) 19.70 — —
Expired/forfeited (169,710 ) 17.42 (12,002 ) 17.90 (10,240 ) 19.70
Balances at December31, 2008 17,834,730 $ 19.10 1,965,094 $ 16.42 1,483,074 $ 18.25
(a) As of December31, 2008, the Company had no outstanding “in the money” stock options using the December31, 2008 closing share price of $12.54.
(b) Options outstanding as of December31, 2008 have a weighted-average remaining contractual life of 4.7 years and 13.6million options are exercisable.
The Company accounts for stock-based compensation in accordance with SFAS No.123R, “Share-Based Payment” which requires the measurement of stock-based compensation expense to be recognized in net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $10.1 million and $9.4 million was recognized in earnings for the three months ended December31, 2008 and 2007, respectively, as well as related tax benefits of $3.8 million and $3.7 million, respectively. Stock-based compensation expense of $15.8 million and $15.0 million was recognized in earnings for the six months ended December31, 2008 and 2007, respectively, as well as related tax benefits of $5.9 million and $5.9 million, respectively.
As of December31, 2008, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock awards amounted to $6.4 million and $29.5 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 3.1 years and 1.7 years, respectively.
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, 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 |
NOTE 9. INCOME TAXES |
NOTE 9. INCOME TAXES
The Company’s effective tax rates for the three and six months ended December31, 2008 were 38.5% and 38.7%, respectively, compared to 38.9% and 39.0% for the three and six months ended December31, 2007, respectively. The decreases in the effective tax rates were attributable to lower enacted tax rates in certain U.S. state and international tax jurisdictions for the six months ended December31, 2008. |
NOTE 10. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS |
NOTE 10. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
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 adverse 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 uses derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments at December31, 2008 or at June30, 2008. 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.
In the normal course of business, the securities activities of the Company’s Clearing and Outsourcing Solutions business primarily involve executions, settlement, and financing of various securities transactions for a nationwide retail and institutional, customer and non-customer client base, introduced by its correspondent broker-dealers. These activities may expose the Company to risk in the event customers, other broker-dealers, banks, clearing organizations, or depositories are unable to fulfill contractual obligations.
For transactions in which the Company’s Clearing and Outsourcing Solutions segment extends credit to customers and non-customers, the Company seeks to control the risk associated with these activities by requiring customers and non-customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels daily and, pursuant to such guidelines, requests the deposit of additional collateral or reduces securities positions, when necessary. In addition, the Company’s correspondent broker-dealers may be required to maintain deposits relating to its securities clearance activities.
The Company’s Clearing and Outsourcing Solutions segment records customers’ securities transactions on a settlement date basis, which is generally three business days after trade date. The Company is therefore exposed to off-balance sheet risk of loss on unsettled transactions in the event customers and other counterparties are unable to fulfill contractual obligations.
The Company may be exposed to a risk of loss not reflected in the Condensed Consolidated Balance Sheets for securities sold, not yet purchased, should the value of such secur |
NOTE 11. COMPREHENSIVE INCOME |
NOTE 11. COMPREHENSIVE INCOME
Comprehensive income consisted of the following:
Threemonthsended
December31, Sixmonthsended
December31,
2008 2007 2008 2007
Net earnings $ 29.9 $ 28.9 $ 65.5 $ 64.9
Foreign currency translation adjustments (23.8 ) 6.0 (33.8 ) 7.6
Comprehensive income $ 6.1 $ 34.9 $ 31.7 $ 72.5
|
NOTE 12. INTERIM FINANCIAL DATA BY SEGMENT |
NOTE 12. INTERIM FINANCIAL DATA BY SEGMENT
Investor Communication Solutions, Securities Processing Solutions and Clearing and Outsourcing Solutions are the Company’s reportable segments. The primary components of “Other” are the elimination of intersegment revenues and profits as well as certain unallocated expenses. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and fiscal year 2009 budgeted foreign currency exchange rates.
Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts. Because the Company compensates the management of its various businesses on, among other factors, segment earnings, the Company may elect to record certain segment-related expense items of an unusual or non-recurring nature in Other rather than reflect such items in segment profit.
Segment results:
Net Revenues
Threemonthsended
December31, Six monthsended
December31,
2008 2007 2008 2007
Investor Communication Solutions $ 295.5 $ 303.2 $ 609.3 $ 602.3
Securities Processing Solutions 139.4 127.6 272.6 252.0
Clearing and Outsourcing Solutions 28.7 24.7 51.9 49.4
Other 0.2 5.2 0.4 7.6
Foreign currency exchange (4.6 ) 4.4 (2.6 ) 5.0
Total $ 459.2 $ 465.1 $ 931.6 $ 916.3
EarningsbeforeIncome Taxes
Threemonthsended
December31, Six monthsended
December31,
2008 2007 2008 2007
Investor Communication Solutions $ 19.8 $ 27.2 $ 43.1 $ 57.0
Securities Processing Solutions 40.1 35.0 77.5 73.8
Clearing and Outsourcing Solutions (1.7 ) (1.6 ) (4.8 ) (3.6 )
Other (8.5 ) (15.2 ) (9.2 ) (23.0 )
Foreign currency exchange (1.1 ) 1.9 0.2 2.2
Total $ 48.6 $ 47.3 $ 106.8 $ 106. |