Broadridge Financial Solutions, Inc. (NYSE: BR) today reported financial results for the second quarter and six months ended December 31, 2019 of its fiscal year 2020. Results compared with the same period last year were as follows:

Summary Financial Results			Second Quarter					Six Months
Dollars in millions, except per share data			2020		2019		Change	2020 Advertisement		2019		Change
Total revenues			$969		$953		2%	$1,917		$1,926
Recurring fee revenues			648 Advertisement		604		7%	1,272		1,179		8%
Operating income			27		78		(66)%	100 Advertisement		178		(44)%
	Operating income margin		2.8%		8.2%			5.2%		9.3%
Adjusted Operating income – Non-GAAP			94		101 Advertisement		(7)%	198		224		(12)%
	Adjusted Operating income margin – Non- GAAP		9.7%		10.6%			10.3%		11.6%
Diluted EPS Advertisement			$0.09		$0.42		(79)%	$0.56		$1.06		(47)%
Adjusted EPS – Non-GAAP			$0.53		$0.56		(5)% Advertisement	$1.22		$1.35		(10)%
Closed sales			$45		$106		(57)%	$83		$124		(33)% Advertisement

“Broadridge continued to execute well in a mixed quarter.  Recurring revenues rose 7% to $648 million, driven by strong revenue from sales as well as contributions from recent acquisitions,” said Tim Gokey, Broadridge’s Chief Executive Officer. “Event-driven activity declined 36%, leading to a 5% decline in Adjusted EPS in a seasonally small quarter. Importantly, demand remains robust with strong Closed sales and performance by our recent acquisitions.

“As we enter the more significant second half, we expect a pick-up in organic growth and full-year Recurring revenue growth of 8-10%. We also expect to deliver within our 8-12% Adjusted EPS guidance, albeit at the low end. We continue to be well on-track to achieve the three-year objectives laid out at our 2017 Investor Day, including the high end of our Adjusted EPS objectives,” Mr. Gokey added. “Broadridge remains very well-positioned for growth, and we continue to invest in new products and technology to create value.”

Fiscal Year 2020 Financial Guidance – Updated

			Change / Update1
Recurring fee revenue growth		8-10%	No change
Total revenue growth		3-6%	No change Advertisement
Operating income margin – GAAP		~14%	Reduced from ~15%2
Adjusted Operating income margin – Non-GAAP		~18%	No change
Diluted earnings per share growth		(4)-0%	Reduced from 5-9%2
Adjusted earnings per share growth – Non-GAAP Advertisement		8-12%	Expected to be at low end of range
Closed sales		$190-230M	No change

Financial Results for the Second Quarter Fiscal Year 2020 compared to the Second Quarter Fiscal Year 2019

• Total revenues increased 2% to $969 million from $953 million in the prior year period.
  • Recurring fee revenues increased 7% to $648 million from $604 million. The increase in recurring fee revenues includes 6pts of growth from acquisitions. Organic growth was 1.5%.
  • Event-driven fee revenues decreased $17 million, or 36%, to $31 million, mainly from lower mutual fund proxy activity.
  • Distribution revenues decreased $6 million, or 2%, to $317 million, primarily from the decrease in event-driven fee revenues.
• Operating income was $27 million, a decrease of $51 million, or 66%. Operating income margin decreased to 2.8%, compared to 8.2% for the prior year period.
  • Adjusted Operating income was $94 million, a decrease of $7 million, or 7%. Adjusted Operating income margin decreased to 9.7%, compared to 10.6% for the prior year period.
  • The decrease in Operating income was primarily due to higher acquisition amortization expense, charges associated with the Company’s new private cloud services agreement with IBM (the “IBM Private Cloud Agreement”), and the decrease in event-driven fee revenues.  The decrease in Adjusted Operating income was primarily due to the decrease in event-driven fee revenues.
• Interest expense, net was $14 million, an increase of $3 million, or 30%, primarily due to an increase in interest expense from higher borrowings related to acquisitions.
• The effective tax rate was 3.8% compared to 22.4% in the Second Quarter 2019. The effective tax rate was impacted by discrete tax items relative to pre-tax income, including excess tax benefits of $2.2 million, which increased from $0.8 million in the Second Quarter 2019.
• Net earnings decreased 80% to $10 million and Adjusted Net earnings decreased 7% to $62 million.
  • Diluted earnings per share decreased 79% to $0.09, compared to $0.42 in the Second Quarter 2019 and Adjusted earnings per share decreased 5% to $0.53, compared to $0.56 in the Second Quarter 2019.
  • The decrease in Diluted earnings per share was primarily due to higher acquisition amortization expense, charges associated with the IBM Private Cloud Agreement, and a decrease in event-driven fee revenues. The decrease in Adjusted earnings per share was primarily due to a decrease in event-driven fee revenues.

Segment and Other Results for the Second Quarter 2020 compared to Second Quarter 2019

The results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions segment are now reported within the Global Technology and Operations segment. As a result, our prior period segment results have been revised to reflect this change.

Investor Communication Solutions (“ICS”)

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• ICS total revenues were $716 million, a decrease of $12 million, or 2%.
  • Recurring fee revenues increased $11 million, or 3%, to $368 million. The increase was attributable to revenues from net new business (3pts) and acquisition growth (3pts), partially offset by internal growth (-3pts).
  • Event-driven fee revenues decreased $17 million, or 36%, to $31 million, mainly from lower mutual fund proxy activity compared to the Second Quarter 2019.
  • Distribution revenues decreased $6 million, or 2%, to $317 million, primarily from the decrease in event-driven activity.
• ICS earnings before income taxes were $22 million, a decrease of $15 million, or 40%, primarily due to the decrease in event-driven fee revenues more than offsetting the contribution from higher recurring fee revenues. Pre-tax margins decreased to 3.1% from 5.1%.

Global Technology and Operations (“GTO”)

• GTO recurring fee revenues were $281 million, an increase of $34 million, or 14%. The increase was attributable to the combination of revenues from acquisitions (10pts) and organic growth (4pts).
• GTO earnings before income taxes were $49 million, an increase of $2 million, or 3%, compared to $48 million in the prior year period. The increased earnings were primarily due to higher organic revenues, partially offset by the impact of expenditures to implement and support new business. Pre-tax margins decreased to 17.4% from 19.2%.

Other

• Other Loss before income tax increased 144% to $68 million from $28 million in the Second Quarter 2019. The increased loss was primarily due to charges associated with the IBM Private Cloud Agreement, and higher interest expense compared to the prior year period.

Financial Results for the Six Months Fiscal Year 2020 compared to the Six Months Fiscal Year 2019

• Total revenues fell slightly to $1,917 million from $1,926 million in the prior year period.
  • Recurring fee revenues increased 8% to $1,272 million from $1,179 million. The increase in recurring fee revenues includes 6pts of growth from acquisitions.
  • Event-driven fee revenues decreased $54 million, or 43%, to $71 million, mainly from lower mutual fund proxy activity.
  • Distribution revenues decreased $33 million, or 5%, to $630 million, primarily from the decrease in event-driven fee revenues.
• Operating income was $100 million, a decrease of $78 million, or 44%. Operating income margin decreased to 5.2%, compared to 9.3% in the prior year period.
  • Adjusted Operating income was $198 million, a decrease of $26 million, or 12%. Adjusted Operating income margin decreased to 10.3%, compared to 11.6% for the prior year period.
  • The decrease in Operating income was primarily due to higher acquisition amortization expense, charges associated with the IBM Private Cloud Agreement, and the decrease in event-driven fee revenues.  The decrease in Adjusted Operating income was primarily due to the decrease in event-driven fee revenues.
• Interest expense, net was $27 million, an increase of $7 million, or 32%, primarily due to an increase in interest expense from higher borrowings related to acquisitions.
• The effective tax rate was 11.2% compared to 17.6% in the prior year period. The effective tax rate was impacted by discrete tax items relative to pre-tax income, including excess tax benefits of $8 million, unchanged from $8 million in the prior year period.
• Net earnings decreased 48% to $66 million and Adjusted Net earnings decreased 12% to $142 million.
  • Diluted earnings per share decreased 47% to $0.56, compared to $1.06 in the prior year period and Adjusted earnings per share decreased 10% to $1.22, compared to $1.35 in the prior year period.
  • The decrease in Diluted earnings per share was primarily due to higher acquisition amortization expense, charges associated with the IBM Private Cloud Agreement, and a decrease in event-driven fee revenues.  The decrease in Adjusted earnings per share was primarily due to a decrease in event-driven fee revenues.

Segment and Other Results for the Six Months Fiscal Year 2020 compared to the Six Months Fiscal Year 2019
The results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions segment are now reported within the Global Technology and Operations segment. As a result, our prior period segment results have been revised to reflect this change.

Investor Communication Solutions

• ICS total revenues were $1,418 million, a decrease of $65 million, or 4%.
  • Recurring fee revenues increased $23 million, or 3%, to $717 million. The increase was attributable to the combination of revenues from acquisitions (2pts) and organic growth (1pt).
  • Event-driven fee revenues decreased $54 million, or 43%, to $71 million, mainly from lower mutual fund proxy activity compared to the prior year period.
  • Distribution revenues decreased $33 million, or 5%, to $630 million, primarily from the decrease in event-driven activity.
• ICS earnings before income taxes were $45 million, a decrease of $51 million, or 53%, primarily due to decreased event-driven fee revenues more than offsetting the contribution from higher recurring fee revenues. Pre-tax margins decreased to 3.2% from 6.4%.

Global Technology and Operations

• GTO recurring fee revenues were $555 million, an increase of $69 million, or 14%. Revenue from acquisitions contributed (11pts) to the increase.
• GTO earnings before income taxes were $105 million, an increase of $11 million, or 12%, compared to $94 million in the prior year period. The increased earnings were primarily due to higher revenues from acquisitions, including software license sales, and higher organic revenues, partially offset by the impact of expenditures to implement and support new business. Pre-tax margins decreased to 19.0% from 19.4%.

Other

• Other Loss before income tax increased 75% to $89 million from $51 million in the six months ended December 31, 2019. The increased loss was primarily due to charges associated with the IBM Private Cloud Agreement, and higher interest expense compared to the prior year period.

Launch of Broadridge Private Cloud
On December 31, 2019, Broadridge and IBM entered into the IBM Private Cloud Agreement under which IBM will operate, manage and support the Broadridge Private Cloud, the Company’s private cloud global distributed platforms and products.  This agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of this agreement, Broadridge expects to transfer the ownership of certain Company-owned hardware located at Company facilities worldwide along with the Company’s maintenance agreements associated with such hardware to IBM.  Accordingly, the Company has recorded charges of $33.4 million representing a charge on the hardware assets to be transferred to IBM and other charges related to the IBM Private Cloud Agreement (the “IBM Private Cloud Charges”).

Second Quarter 2020 Acquisitions
Broadridge completed three primary acquisitions in the Second Quarter 2020, with an aggregate purchase price of approximately $227 million.

• 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 Broadridge’s 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. The purchase price was approximately $39 million.
• Fi360, Inc.: In November 2019, the Company acquired Fi360, Inc., 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® (AIF®) Designation, the leading designation focused on fiduciary responsibility. The acquisition is expected to enhance Broadridge’s retirement solutions by providing wealth and retirement advisors with fiduciary tools that will complement its Matrix trust and trading platform and further strengthen Broadridge’s data and analytics tools and solutions suite. The purchase price was approximately $120 million.
• Clear Structure 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 are expected to enhance 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. The purchase price was approximately $69 million.

Third Quarter 2020 Acquisition
In January 2020, the Company signed an agreement to acquire FundsLibrary Limited (“FundsLibrary”), a leader in fund document and data dissemination in the European market.  The combination of FundsLibrary’s capabilities with Broadridge’s existing regulatory communications offerings is expected to enable Broadridge to reduce complexity and cost for global fund managers, helping them to increase distribution opportunities and meet their regulatory requirements across multiple jurisdictions.  The acquisition is expected to close in February 2020, with an expected purchase price of approximately $69 million net of cash acquired and subject to normal closing adjustments.

Earnings Conference Call
An analyst conference call will be held today, Friday, January 31, 2020 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419.

A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through February 14, 2020, the recording will also be available by dialing 1-877-344-7529 passcode: 10136507 within the United States or 1-412-317-0088 passcode: 10136507 for international callers.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures 
The Company’s results in this press release are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.

The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, for internal planning and forecasting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operating performance. These adjusted measures exclude the impact of: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, and (iii) IBM Private Cloud Charges. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets to be transferred to IBM and other charges related to the IBM Private Cloud Agreement.

We exclude IBM Private Cloud Charges from our Adjusted Operating income and other earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and this item does not reflect ordinary operations or earnings. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company’s capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

Free Cash Flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.

Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this press release.

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Forward-Looking Statements
This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2020 Financial Guidance” section are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year 2019 (the “2019 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2019 Annual Report.

These risks include:

• the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
• Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
• a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
• changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
• declines in participation and activity in the securities markets;
• the failure of Broadridge’s key service providers to provide the anticipated levels of service;
• a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
• overall market and economic conditions and their impact on the securities markets;
• Broadridge’s failure to keep pace with changes in technology and demands of its clients;
• Broadridge’s ability to attract and retain key personnel;
• the impact of new acquisitions and divestitures; and
• competitive conditions.

Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

SOURCE Broadridge Financial Solutions, Inc.