Broadridge Financial Solutions, Inc. (
Our fiscal year 2013 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs and restructuring charges. In addition, our fiscal year 2012 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs, an impairment charge, and IBM Migration costs. The significant Non-GAAP adjustments to our results are described in more detail below.
Commenting on the results, Richard J. Daly, Chief Executive Officer, said, "Overall, I am satisfied with our second quarter results. For the quarter, our recurring revenues grew 3% in an ongoing challenging market environment. Although our sales pipeline is as strong as ever, I am not satisfied with our year-to-date recurring revenue closed sales results which were down approximately 45% compared with last year. This is primarily due to a longer than anticipated sales cycle for pending transactions with revenue greater than $5 million. During the first half of the year, we did not close any sales with revenue greater than $5 million, compared to the same period last year when we closed $22 million of such large sales." He continued, "Due to the seasonal nature of our business, the first half of the fiscal year generally contributes less than 20% to our annual earnings results." Mr. Daly concluded, "We expect to achieve our full year guidance as a result of our strong sales pipeline including the large pending sales, 99% client revenue retention rate, the leading market position our brand and products enjoy, and our continued commitment to drive cost efficiencies through the organization. With the long and difficult exit from the Clearing business behind us and event-driven revenues stabilized near their historical lows, moving forward, we are highly confident that our clear and executable strategy will create shareholder value across both our business segments."
Financial Results for Second Quarter Fiscal Year 2013
For the second quarter of fiscal year 2013, revenues increased 3% to $493 million, compared to $480 million for the comparable period last year. The increase was driven by a positive contribution from recurring fee revenues of approximately $9 million including net new business (defined as closed sales less client losses) and higher distribution revenues of $3 million. GAAP pre-tax margins from continuing operations of 5.0% increased compared to 2.2% for the same period last year primarily due to the impact of the $10 million impairment charge on the Penson Worldwide, Inc. ("Penson") common stock and $4 million of IBM Migration costs in the prior year. Non-GAAP pre-tax margins from continuing operations were 6.9% compared to 6.3% for the same period last year.
For the second quarter of fiscal year 2013, GAAP net earnings from continuing operations of $16 million increased 132%, compared to $7 million for the same period last year, primarily due to the impact of the aforementioned Penson impairment charge and IBM Migration costs in the prior year. Non-GAAP net earnings from continuing operations were $22 million. GAAP diluted earnings per share from continuing operations increased to $0.13 per share, compared to $0.05 per share in the second quarter of fiscal year 2012. Non-GAAP diluted earnings per share from continuing operations were $0.17 compared to $0.15 in the second quarter of fiscal year 2012. The Penson impairment charge and IBM Migration costs decreased GAAP diluted earnings per share by $0.05 and $0.02, respectively in the prior year.
Analysis of Second Quarter Fiscal Year 2013
Investor Communication Solutions
Revenues for the Investor Communication Solutions segment increased $10 million, or 3%, to $327 million in the second quarter of fiscal year 2013 compared to the second quarter of fiscal year 2012. Higher recurring fee revenues contributed $7 million and higher distribution revenues contributed $3 million. The positive contribution from recurring fee revenues was driven primarily by net new business and internal growth. Operating margin increased by 1.7 percentage points to 5.0% as a result of higher recurring revenues and cost containment efforts.
Securities Processing Solutions
Revenues for the Securities Processing Solutions segment increased $3 million, or 2%, to $164 million in the second quarter of fiscal year 2013 compared to the second quarter of fiscal year 2012. The increase was driven by net new business offset by lower trade volumes and the decline in revenues resulting from the new outsourcing services contract with Apex Clearing Corporation ("Apex") replacing the terminated outsourcing services contract with Penson. Operating margin decreased, as expected, by 0.3 percentage points to 12.2% as a result of revenue mix.
Other
Pre-tax loss from continuing operations decreased by $8 million in the second quarter of fiscal year 2013, primarily due to the Penson impairment charge of $10 million in the same period last year.
Financial Results for Year-to-Date Fiscal Year 2013
For the six months ended December 31, 2012, revenues increased $33 million, or 3%, to $989 million, compared to $956 million for the comparable period last year. The increase was driven by a positive contribution from recurring fee revenues of approximately $19 million including net new business, acquisitions, higher distribution revenues of $11 million and higher event-driven fee revenues of $5 million. GAAP pre-tax margins from continuing operations of 5.4% improved compared to 3.8% for the same period last year as a result of the $10 million Penson impairment charge and $7 million of IBM Migration costs in the same period last year. Non-GAAP pre-tax margins from continuing operations were 7.0% compared to 6.9% in the same period last year.
For the six months ended December 31, 2012, GAAP net earnings from continuing operations of $34 million increased 45% compared to $24 million in the comparable period last year. Non-GAAP net earnings from continuing operations were $44 million compared to $42 million in the comparable period last year. GAAP diluted earnings per share from continuing operations increased to $0.27 per share compared to $0.19 per share for the comparable period last year. Non-GAAP diluted earnings per share from continuing operations were $0.35 per share compared to $0.33 per share for the comparable period last year. The Penson impairment charge and IBM Migration costs decreased GAAP diluted earnings per share by $0.05 and $0.03, respectively in the same period last year.
During the first six months of fiscal year 2013, our recurring revenue closed sales of $34 million decreased 45% from last year's comparable period. Free cash flow was $55 million. In addition, the Company repurchased approximately 3.9 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $23.44 per share, and there remain approximately 5.9 million shares available for purchase under the stock repurchase plan as of December 31, 2012.
Fiscal Year 2013 Financial Guidance
We are reaffirming our full year guidance. We anticipate recurring revenue growth in the range of 4% to 7% and total revenue growth in the range of 3% to 4%, GAAP earnings from continuing operations before income taxes margins in the range of 13.8% to 14.4%, and Non-GAAP earnings from continuing operations before income taxes margins in the range of 15.1% to 15.7%.
We anticipate GAAP diluted earnings per share from continuing operations in the range of $1.60 to $1.70, and Non-GAAP diluted earnings per share from continuing operations in the range of $1.76 to $1.86, based on diluted weighted-average shares outstanding of approximately 128 million shares. Our free cash flow is expected to be in the range of approximately $200 million to $250 million. Our recurring revenue closed sales are expected to be in the range of $110 million to $150 million.
The Non-GAAP earnings margins guidance range excludes the projected impact of Acquisition Amortization and Other Costs and restructuring charges. The Non-GAAP pre-tax earnings margins and diluted earnings per share guidance ranges increased from the guidance we provided in August 2012 as a result of the exclusion of the impact of Acquisition Amortization and Other Costs which was not excluded in the guidance we provided in August 2012. Our guidance does not take into consideration the effect of any future acquisitions, additional debt or share repurchases.
Description of Non-GAAP Adjustments:
Non-GAAP Measures
In certain circumstances, results have been presented that are not generally accepted accounting principles measures ("Non-GAAP") and should be viewed in addition to, and not as a substitute for, the Company's reported results. Net earnings, diluted earnings per share and pre-tax earnings margins excluding Acquisition Amortization and Other Costs, Restructuring and Impairment Charges and IBM Migration costs are Non-GAAP measures. These measures are adjusted to exclude costs incurred by the Company in connection with amortization and other charges associated with the Company's acquisitions, the termination of the Outsourcing Services Agreement with Penson and the migration of its data center to IBM, as Broadridge believes this information helps investors understand the effect of these items on reported results and provides a better representation of our actual performance. Free cash flow is a Non-GAAP measure and is defined as cash flow from operating activities, less capital expenditures and purchases of intangibles. Management believes this Non-GAAP measure provides investors with a more complete understanding of Broadridge's underlying operational results. These Non-GAAP measures are indicators that management uses to provide additional meaningful comparisons between current results and prior reported results, and as a basis for planning and forecasting for future periods. Accompanying this release is a reconciliation of Non-GAAP measures to the comparable GAAP measures.
Acquisition Amortization and Other Costs
Acquisition Amortization and Other Costs represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company's acquisitions. Our Non-GAAP results exclude the impact of the costs the Company incurred in connection with acquisitions. The Acquisition Amortization and Other Costs are recorded in our Cost of revenues in the Condensed Consolidated Statements of Earnings for the three and six months ended December 31, 2012 and 2011, respectively.
Restructuring and Impairment Charges
For the three and six months ended December 31, 2012, there were $4 million in pre-tax charges primarily related to restructuring charges as a result of the termination of the Outsourcing Services Agreement with Penson. These charges are recorded in our Other segment and Cost of revenues in the Condensed Consolidated Statements of Earnings for the three and six months ended December 31, 2012.
In fiscal year 2012, Broadridge reviewed its investment in the Penson common stock for impairment during the second fiscal quarter ended December 31, 2011. Based on the Company's review, factoring in the level of decline in the fair value of the Penson common stock, management determined that the market value of the Penson common stock would not equal or exceed the cost basis of its investment within a reasonable period of time. After consideration of the severity and duration of this decline in fair value as well as the reasons for the decline in value, the Company recorded an other-than-temporary impairment charge of $10 million in the Other segment in the Condensed Consolidated Statements of Earnings at December 31, 2011, and established a new cost basis for this investment.
IBM Migration Costs
In March 2010, Broadridge entered into an Information Technology Services Agreement with International Business Machines ("IBM") under which IBM provides us with certain aspects of our information technology infrastructure. Our fiscal year 2012 Non-GAAP results exclude the impact of the costs the Company incurred in connection with the migration of our data center to IBM (the "Migration"). The Migration costs are recorded in our Other segment and Cost of revenues in the Condensed Consolidated Statements of Earnings for the six months ended December 31, 2011. The more significant mainframe Migration was successfully completed at the end of our 2012 fiscal year resulting in a pre-tax charge of $25 million.
Earnings Conference Call
An analyst conference call will be held today, Thursday, February 7th 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 webcast and view the slide presentation, go to www.broadridge-ir.com and click on the webcast icon. The presentation will also be available to download and print approximately one hour before the webcast. Broadridge's news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.
About Broadridge
Broadridge Financial Solutions, Inc. (
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 like "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 2013 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 ended June 30, 2012 (the "2012 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 2012 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; changes in laws and regulations affecting the investor communication services provided by Broadridge; declines in participation and activity in the securities markets; overall market and economic conditions and their impact on the securities markets; any material breach of Broadridge security affecting its clients' customer information; the failure of Broadridge's outsourced data center services provider to provide the anticipated levels of service; any significant slowdown or failure of Broadridge's systems or error in the performance of Broadridge's services; 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.
NOTE: Amounts in this table may not sum to totals due to rounding.
(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.
(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.
