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Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions

Note 7—Acquisitions

 

2018 Acquisitions

Intralinks Holdings Inc.

On November 16, 2018, we purchased all of the outstanding stock of Intralinks Holdings, Inc. (“Intralinks”) for approximately $1.0 billion in cash, which was funded with incremental term loan debt and 9.9 million shares of our common stock, plus the costs of effecting the transaction and the assumption of certain liabilities.  Intralinks provides financial technology for the global banking, deal making and capital markets communities.  Intralinks enables and secures the flow of information through its virtual data room offerings, facilitating strategic initiatives such as mergers and acquisitions, capital raising and investor reporting.

The net assets and results of operations of Intralinks have been included in our Consolidated Financial Statements from November 16, 2018.  The 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 the completed technology and trade name and the excess earnings method was utilized for the customer relationships.  The completed technology 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.  The tradename is amortized on a straight-line basis.  The completed technology is amortized over approximately seven years, customer relationships are amortized over approximately twelve years, the trade name is amortized over approximately thirteen years, in each case the estimated lives of the assets.  The fair value of deferred revenue was determined using the market approach.  The remainder of the purchase price was allocated to goodwill and is not tax deductible.

There are $36.3 million in revenues from Intralinks’ operations included in the Consolidated Statement of Comprehensive (Loss) Income for the year ended December 31, 2018.

Eze Software

On October 1, 2018, we purchased all of the outstanding stock of Eze Software (“Eze”) for approximately $1.45 billion in cash, plus the costs of effecting the transaction and the assumption of certain liabilities.  We funded the acquisition with a combination of cash and $875.0 million in incremental term loan debt.  Eze provides investment management solutions designed to optimize operational and investment alpha running throughout the entire investment process.  

The net assets and results of operations of Eze have been included in our Consolidated Financial Statements from October 1, 2018.  The 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 the completed technology and trade name and the excess earnings method was utilized for the customer relationships.  The intangible assets 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.  The completed technology is amortized over approximately seven years, customer relationships are amortized over approximately sixteen years, the trade name is amortized over approximately ten years, in each case the estimated lives of the assets.  The remainder of the purchase price was allocated to goodwill and a portion is tax deductible.

There are $69.9 million in revenues from Eze’s operations included in the Consolidated Statement of Comprehensive (Loss) Income for the year ended December 31, 2018.

CACEIS North America

On June 1, 2018, we purchased all of the outstanding stock of CACEIS North America (“CACEIS”) for approximately $20.0 million in cash, plus the costs of effecting the transaction and the assumption of certain liabilities.  CACEIS provides fund administration services and support for complex investment strategies.  

The net assets and results of operations of CACEIS have been included in our Consolidated Financial Statements from June 1, 2018.  The fair value of the intangible assets, consisting of customer relationships, was determined using the income approach, specifically, the excess earnings method. The 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.  The customer relationships are amortized over approximately sixteen years, which is the estimated life of the asset.  The remainder of the purchase price was allocated to goodwill and is not tax deductible.

There are $6.4 million in revenues from CACEIS’s operations included in the Consolidated Statement of Comprehensive (Loss) Income for the year ended December 31, 2018.

DST Systems Inc.

On April 16, 2018, we purchased all of the outstanding stock of DST Systems, Inc. (“DST”) for approximately $5.1 billion in cash, plus the costs of effecting the transaction.  In connection with this acquisition, we entered into the Credit Agreement pursuant to which our subsidiaries SS&C and SS&C SARL borrowed an aggregate of approximately $7.4 billion (approximately $524.5 million of which was rolled over from our existing credit facility).  DST is a global provider of specialized technology, strategic advisory and business operations outsourcing to the financial services and healthcare industries.

The net assets and results of operations of DST have been included in our Consolidated Financial Statements from April 16, 2018.  The fair value of the intangible assets, consisting of customer relationships, completed technologies, trade names and a non-compete agreement, was determined using the income approach.  Specifically, the relief from-royalty method was utilized for the completed technology and trade name, the excess earnings method was utilized for the customer relationships and the lost profits method was utilized for the non-compete agreements.  The intangible assets 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.  The completed technology is amortized over approximately twelve years, customer relationships are amortized over approximately fourteen years, the trade name is amortized over approximately twelve years and the non-compete agreement is amortized over approximately two years, in each case the estimated lives of the assets.  The fair value of the fixed assets was determined using a combination of income, market and cost approaches, dependent on the type of fixed asset that was valued.  The fair value of investments was determined based on the nature of the underlying investment.  The fair value of investments in marketable equity securities and seed capital investments were determined using quoted prices in active markets for identical assets.  The fair value of investment in partnership interests in private equity funds was primarily determined using the net asset value of the fund.  The fair value of investments in non-marketable equity securities was determined based on recent observable transactions of similar equity securities of the investee.  The fair value of the investments in unconsolidated affiliates was determined using a combination of income and market approaches.  The remainder of the purchase price was allocated to goodwill and is not tax deductible.

There are $1.6 billion in revenues and $82.4 million of net income from DST’s operations included in the Consolidated Statement of Comprehensive (Loss) Income for the year ended December 31, 2018.

 

2017 Acquisitions

CommonWealth Fund Services Ltd.

On October 13, 2017, we purchased all of the outstanding stock of CommonWealth Fund Services Ltd. (“CommonWealth”) for approximately $16.4 million, plus the costs of effecting the transaction and the assumption of certain liabilities. CommonWealth provides a full range of administration services to hedge funds, private equity funds, real estate funds, fund of funds, family offices and other institutions.

The net assets and results of operations of CommonWealth have been included in our Consolidated Financial Statements from October 13, 2017. The 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 the customer relationships and the relief-from-royalty method was utilized for the trade name. The intangible assets 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. The customer relationships are being amortized over approximately fifteen years and the trade name is being amortized over approximately two years, in each case the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill and is not tax deductible.

The following summarizes the preliminary allocation of the purchase price for the 2018 acquisitions of Intralinks, Eze, CACEIS and DST.  The assets and liabilities pending finalization include the valuation of acquired tangible and intangible assets and the evaluation of taxes.  The following also summarizes the final allocation of the purchase price for the 2017 acquisition of CommonWealth (in millions):

 

 

 

Intralinks

 

 

Eze

 

 

CACEIS

 

 

DST

 

 

CommonWealth

 

Accounts receivable

 

$

58.3

 

 

$

45.0

 

 

$

1.5

 

 

$

406.8

 

 

$

0.8

 

Fixed assets

 

 

8.0

 

 

 

15.9

 

 

 

0.4

 

 

 

507.4

 

 

 

0.1

 

Other assets

 

 

31.9

 

 

 

8.2

 

 

 

0.4

 

 

 

386.4

 

 

 

0.2

 

Investments

 

 

 

 

 

 

 

 

 

 

 

474.0

 

 

 

 

Acquired client relationships and contracts

 

 

646.1

 

 

 

463.8

 

 

 

9.8

 

 

 

1,889.1

 

 

 

6.7

 

Completed technology

 

 

123.2

 

 

 

168.1

 

 

 

 

 

 

550.0

 

 

 

 

Trade names

 

 

43.1

 

 

 

13.0

 

 

 

 

 

 

139.0

 

 

 

0.1

 

Non-compete agreements

 

 

 

 

 

 

 

 

 

 

 

43.0

 

 

 

 

Goodwill

 

 

823.4

 

 

 

838.5

 

 

 

9.7

 

 

 

2,643.8

 

 

 

10.9

 

Current portion of long-term debt

 

 

 

 

 

 

 

 

 

 

 

(605.8

)

 

 

 

Accounts payable

 

 

(5.9

)

 

 

(3.3

)

 

 

(0.1

)

 

 

(98.3

)

 

 

(0.1

)

Accrued employee compensation and benefits

 

 

(45.6

)

 

 

(17.0

)

 

 

(0.3

)

 

 

(174.9

)

 

 

 

Deferred revenue

 

 

(35.3

)

 

 

(0.9

)

 

 

(0.1

)

 

 

(34.2

)

 

 

 

Deferred income taxes

 

 

(176.4

)

 

 

(77.1

)

 

 

(1.3

)

 

 

(760.4

)

 

 

(1.8

)

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

(29.4

)

 

 

 

Client funds obligations

 

 

 

 

 

 

 

 

 

 

 

(376.2

)

 

 

 

Other liabilities assumed

 

 

(18.8

)

 

 

(5.0

)

 

 

(0.3

)

 

 

(298.5

)

 

 

(0.3

)

Consideration paid, net of cash acquired

 

$

1,452.0

 

 

$

1,449.2

 

 

$

19.7

 

 

$

4,661.8

 

 

$

16.6

 

Additionally, we acquired Modestspark in October 2017 for approximately $2.8 million.

The consideration paid, net of cash acquired for DST above includes $48.1 million of non-cash consideration related to the fair value of unvested acquired equity awards with a pre-acquisition service period. This amount is excluded from “Cash paid for business acquisitions, net of cash acquired” for 2018 on the Company’s Consolidated Statement of Cash Flows. Cash acquired for DST includes $347.0 million of restricted cash and cash equivalents classified as funds held on behalf of clients.

The Company recorded severance expense related to reductions in headcount in connection with the integration efforts associated with the acquisitions of DST, Eze and Intralinks.  The majority of the positions eliminated in the reduction in force were effective in June 2018 for DST.  The reduction was completed in December 2018.  The amount of severance expense recognized in the Company’s Consolidated Statement of Comprehensive (Loss) Income for 2018 was as follows (in millions):

 

 

For the Year Ended December 31,

 

Consolidated Statements of Comprehensive (Loss) Income Classification

 

2018

 

Cost of software-enabled services

 

$

38.3

 

Cost of license, maintenance and other related

 

 

0.5

 

Total cost of revenues

 

 

38.8

 

Selling and marketing

 

 

3.5

 

Research and development

 

 

12.7

 

General and administrative

 

 

7.6

 

Total operating expenses

 

 

23.8

 

Total severance expense

 

$

62.6

 

 

The fair value of acquired accounts receivable balances approximates the contractual amounts due from acquired customers, except for approximately $7.9 million, $7.5 million and $6.1 million of contractual amounts that are not expected to be collected as of the acquisition date and that were also reserved by the companies we acquired – Intralinks, Eze and DST, respectively.

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 acquisitions of Intralinks, Eze, CACEIS and DST occurred on January 1, 2017 and CommonWealth and Modestspark occurred on January 1, 2016, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects. This unaudited pro forma information (in millions, except per share data) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

 

 

Year Ended December 31,

 

 

 

2018

 

 

2017

 

Revenues

 

$

4,624.7

 

 

$

4,501.6

 

Net income

 

$

103.1

 

 

$

120.8

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

0.44

 

 

$

0.59

 

Diluted EPS

 

$

0.42

 

 

$

0.57

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

 

232.5

 

 

 

204.9

 

Diluted weighted average number of common and common equivalent shares outstanding

 

 

243.7

 

 

 

211.6