Broadridge Financial Solutions, Inc.

Good morning and welcome to the Broadridge Third Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Eddings T. Alt, Head of Investor Relations. Please go ahead.

Thank you, Andrea. Good morning, everybody, and welcome to Broadridge's third quarter fiscal year 2021 earnings conference call. Our earnings release and the slides of the company this call may be found on the investor relations section of Broadridge.com. Joining me on the call today are Tim Gokey, our CEO, and our CFO, Edmund Rees. Before I turn the call over to Tim, a few standard reminders. We will be making forward-looking statements on today's call regarding Broderidge that involve risks. A summary of these risks can be found on the second and third pages of the slides in a more complete description on our annual report on Form 10-K. We will also be referring to several non-GAAP measures, which we believe provide investors with a more complete understanding of Broderidge's underlying operating results. An explanation of these non-GAAP measures and reconciliations to the comparable gap measures can be found on the earnings release and presentation. Let me now turn the call over to Tim Gokey. Tim?

Thanks, Eddings, and good morning. I'll begin with an overview of our key messages and an update on our third quarter results, including our performance against our strategic objectives. Edmund will review our financial results, and then we'll take your questions. It's an exciting time to be at Broadridge, and we have a lot to cover, so let's get started. I'm pleased to share that Broadridge delivered strong third quarter results. Recurring revenues and adjusted operating income both rose 8%. Our results in both ICS and GTO are being propelled by long-term trends, including increasing digitization, mutualization, and the democratization of investing. These trends are driving strong new business growth, record growth in the number of shareholders, and higher trading volumes. We're also executing well against our strategic growth plan across governance, capital markets, and wealth and investment management. I'll highlight some of those initiatives in a few minutes. The combination of those strong results and continued execution against our growth plans is giving us the confidence to continue to invest in our business. We've continued to fund attractive investments in our products, platforms, and people, including the pending acquisition of ITIVITY. We're also substantially increasing our guidance for fiscal year 2021 on both the top and bottom line. We now expect recurring revenue growth of 8% to 10% and adjusted EPS growth of 11% to 13%. While the new guidance reflects the impact of activity, the bulk of this raise is organic, as Edmund will discuss. The net result of all these points, our strong third quarter results, our continued internal and M&A investment, and our outlook for fiscal 2021, is that Broadridge is executing well and is on track to deliver at the higher end of our three-year financial objectives, including 8% to 12% adjusted EPS growth. We remain focused on delivering long-term growth, driven by secular trends and consistent investment across our governance, wealth, and capital markets businesses, and in turn, generate consistent, sustainable, top-quartile shareholder returns. Broadridge's ability to generate those attractive returns is driven by executing on our clear long-term growth plan. So let me update you on some highlights of our recent progress on slide 5. I'll start with ICS. Recurring revenues rose 11% to $586 million, driven by revenue from new sales and very strong equity record growth. The biggest driver of ICS's strong growth was revenue from new sales, and I'm pleased to see the impact of recent investments on our results. Let me share two examples where our focus on product investment and strong execution are translating directly into increased revenue growth. The first is the Shareholder Rights Directive 2. Over the past two years, we've created a shareholder communications hub linking millions of investors across the EU with hundreds of wealth managers, winning almost 300 new clients along the way. Now, as we enter proxy season, we're starting to see those efforts translate into new revenues, helping to drive 80-plus percent growth in our international proxy business. Virtual shareholder meetings continue to be a great example of product investment translating into new revenues. Over the past year, we've upgraded our VSM capabilities to include the latest in virtual meeting capabilities, including state-of-the-art video and audio technology, improved Q&A functionality, one-click shareholder authentication, and seamless proxy voting. Those upgrades have helped retain our existing clients and have driven additional growth. We are now on pace to serve almost 1,900 virtual shareholder meetings this Foxy season, up from 1,400 last spring. The second factor driving ICS was very strong equity record growth, which was 20% for the quarter. It's clear the move to reducing trading commissions has triggered a significant expansion in the number of market participants, which contributed to the increase in equity record growth. That strong growth has been broad-based across our broker clients, but it's been most pronounced at the online brokers. It has also been broad-based across issuers, with 20% growth across both widely held stocks and those with more medium-sized shareholder bases. We did see large increases at a handful of names, including so-called meme stocks like GameStop, but those increases only contributed one point of the overall growth. Commission-free trading is the latest step in a long-term trend that includes the rise of ETFs, lower trading costs across all participants, and changes in investor interfaces that have propelled high single-digit equity and fund record growth over the past decade. Broadridge has invested to scale its capabilities to meet that rise in demand. increase the digitization of critical regulatory communications, and ensure that both new and existing investors get the information they need to understand the risks and participate in the governance of their investments. Looking forward, we expect strong record growth to extend into the fourth quarter, with our testing indicating 25% stock record growth for Q4. To close off on governance, Let me touch briefly on regulatory. I want to congratulate Commissioner Gensler on his confirmation as SEC Chairman. As we have with every chair and administration of both parties over the past 40 years, we look forward to assisting by investing in the next generation of technology to help the SEC achieve its mandate to better inform and protect investors, all while reducing costs for registrants and creating a fair return for our shareholders. Let's turn now to our capital markets franchise. Capital markets recurring revenues slipped by 1% as steady international growth was offset, as expected, by lower license revenues. We anticipate this period of flattish revenue to continue through the fourth quarter before picking up again in fiscal 22 as we onboard our very healthy backlog. On the strategic front, Our planned acquisition of Activity represents a significant enhancement of our ability to drive value to our clients. For those who may have missed our call a few weeks ago, let me remind you why we think this transaction is such an exciting step forward for our global capital markets franchise. As a leading provider of order management and trade execution technology and connectivity solutions for financial institutions, Activity gives Broadridge a compelling opportunity to extend our capital market service offerings. The combination of activities, front office trading solutions, with Broadridge's leading post-trade back-office capabilities, will allow us to serve our clients' entire trade lifecycle from order to settlement. With increasing high-frequency and algo-driven trading, it's increasingly important to serve clients across traditional boundaries. This combination will bring critical data from the back to the front office to improve trading decisions. and it will enable our clients to simplify and improve their front-to-back technology stack and operating model. The combination also strengthens our joint capabilities across equities, exchange-traded derivatives, and fixed income, and it substantially extends our global reach, creating significant cross-selling opportunities and enhancing our relationships with blue-chip clients. The acquisition virtually doubles our business in APAC and further expands our reach in Europe. that expanded footprint and scale positions us to take advantage of growing mutualization trends in both EMEA and Asia. Activity adds more than $6 billion to Broadridge's total addressable market and will drive stronger growth, margins, and earnings, as Edmund will discuss in his remarks. Early feedback from our clients has been overwhelmingly positive, giving us added confidence that our front-to-back thesis and our near-term medium growth outlook are sound. Also of note in our capital markets franchise is the continued development of our LTX fixed income trading platform. LTX recently completed the first ever multi-buyer digital block trade. Enabling a single seller to simultaneously access the aggregated liquidity from multiple buyers is a milestone for the fixed income market, and I hope one of the many steps towards creating a more liquid corporate bond market. To date, 10 dealers and over 40 asset managers have joined the LTX platform, and an additional 14 institutions are signed in the onboarding process, including one of the world's largest fixed income managers. Let's turn next to our wealth and investment management business, where revenues grew by 7%, driven by new client additions and higher equity trading volumes. A key part of our growth strategy is to expand our sales of component solutions, so it's terrific to see new client onboardings across a full range of our wealth and investment management products. We also continue to make progress on building our industry-leading wealth management platform, which will help clients with the digital transformation of their wealth business. We're already live with our average daily balance billing solution and industry milestone. We're currently in active testing of our front office workstation with select advisors, setting the stage for a period of extensive testing of the broader platform before going live. Our sales and marketing efforts with several new clients to this platform are advancing well. Clients see that using the broader wealth platform to drive digitization by seamlessly connecting the back office functions we already provide with additional select front and middle office capabilities will drive a stronger top and bottom line by bringing new capabilities to advisors and clients, while digitizing financial advisor, branch, and back office interactions. Another important part of our wealth strategy is developing a robust partner network to ensure that we can integrate cutting-edge capabilities from innovative partners. Recent partnerships include FLEGU for predictive analytics, Bancorp Bank for securities-based lending, and the TFIN Group, a wealth management fintech accelerator. These partnerships and others represent ongoing steps in building a network that will enable our clients to rapidly adopt new technologies. Before I turn the call over to Edmund, I want to step back for a moment and reflect on how far we've come over the past year. When I spoke to you at the close of our fiscal third quarter a year ago, the economic outlook was deeply uncertain, and from the New York area, and much of the world was locked down. My remarks at the time were focused on the steps we were taking to keep our associates safe and to meet the needs of our clients in an unprecedented time. Today, after 12 long months, there remain significant challenges, and I'm thinking in particular of our more than 3,000 associates in India and of their families and friends. But the global outlook is unquestionably brighter, with increasing economic growth marching hand-in-hand with rising vaccination rates. The pandemic has also accelerated many long-term trends, including digitization, mutualization, and next-generation resiliency. And the lower cost and friction for investing is bringing in millions of new investors. These changes are clearly having a significant impact across wealth management, governance, and capital markets. They're causing financial services leaders to rapidly adopt next-generation technologies. And Broadridge is building the suite of capabilities that will help them navigate and win this period of change. We do so from a position of strength. We started the fiscal year last July expecting 2% to 6% recurring revenue growth and 4% to 10% adjusted EPS growth. Our focus then was on driving enough expense savings to ensure that we could continue to fund critical growth investments. Fast forward 9 months and we are poised to deliver 8-10% recurring revenue growth, driven by a combination of strong new sales and healthy financial markets. After achieving our expense targets, we are now investing heavily in new product capabilities enhancing a global post-trade platform, and building next-generation capabilities across digital communications, wealth management, and fixed income trading, among other investments. We're also adding talent and investing in our people to make Broadridge the best place for the most talented associates in our industry. Last, but not least, we're on the brink of closing our $2.5 billion acquisition of ITIVITY, expanding our capital markets franchise, and further strengthening our global footprint. And yet, even after those investments and the near-term dilution from activity, we're positioned to deliver 11% to 13% adjusted EPS growth. Broadridge is on its front foot and leaning into the opportunities we see ahead. It has been a remarkable year. Looking further ahead, we're on track to achieve the higher end of our three-year growth objectives, driving strong recurring revenue and double-digit adjusted EPS growth. We see long-term trends continuing to drive demand for our services, and our investments are creating new avenues for growth long beyond our current three-year objectives. The future of Broadridge is brighter than ever. In my 10 years at Broadridge, I've never been as confident about our long-term outlook as I am on this call today. Before I turn it over, I want to thank our associates. We've asked a lot of our team over the past 12 months, and they're delivering. They stayed focused on clients, and through them, on helping to build better financial lives for millions. Let me now turn the call over to Edmund for more detailed financial review. Edmund?

Thanks, Tim, and good morning, everyone. As you can see from the Q3 financial summary on slide 7, Broaderage delivered another strong quarter. Recurring revenue grew 8% to $900 million. Adjusted operating income also grew 8% to $284 million. Margins declined 60 basis points to 20.4% as we successfully made the investments that we discussed last quarter in our technology platforms and our products, our people. Our operating income was partially offset by a higher tax rate in Q321, as we grew over discrete tax benefits in Q320. So our adjusted EPS grew to $1.76 in the quarter, up 5% over Q320. Now let's turn the slide and get into the details of the quarter, starting with recurring revenue growth. As I said, recurring revenue grew 8% in the quarter. powered by 7% organic growth, and comfortably within our historic mid to high single-digit growth performance, demonstrating the strength of our sustainable recurring revenue growth model. As a result of that strong organic growth and an increase in our outlook for the fourth quarter, we're raising our guidance for recurring revenue growth to 8% to 10% for the full year, up from our prior guidance of growth at the higher end of 3% to 6%. Now let's look at this quarter's recurring revenue growth by business on slide 9. I'll start with our ICS segment, where revenues grew by 11% to $586 million. Regulatory revenues rose 20% to $290 million, driven by the 20% equity record growth, higher mutual fund and ETF communications volumes, and net new sales, including from our Shareholder Rights Directive 2 solution that Tim highlighted earlier. We expect strong regulatory revenue growth to continue in the fourth quarter, with our current testing indicating 25% equity record growth. Our issuer business also contributed to our overall growth rate, thanks to continued growth in VSMs and increased issuer communications. After a strong 12 months, we now have significant penetration of our VSM solution across the S&P 500, and we expect issuer revenue growth to ease going forward as we start to lap the increase of VSM activity that began in Q420. Fund solutions revenue was flat as double-digit growth in data and analytics was offset by lower interest income from custody of accounts in our funds processing business. Customer communications revenues were also flat, with double-digit growth in our high-margin digital products offset by lower print volumes, due in part to the pandemic-depressed activity levels. We expect growth in both our data-driven solutions and customer communications business to pick up in the fourth quarter as these headwinds ease. Turning to GTO, wealth and investment revenues rose 7%. driven by the onboarding of new component sales and higher retail trading. Capital markets revenues fell 1% as strong growth from international sales was offset by $6 million in lower license revenues, which declined as expected. As we said last quarter, this flat revenue growth will continue in the Q4-21 before picking up in fiscal year 22. Let's turn to page 10, where we show more detail on volume trends. Broadridge's recurring revenue growth benefits from underlying volume growth trends, including stock record growth. Over the past decade, record growth across equity, mutual funds, and ETF has grown 6% to 8%. Recently, equity record growth has accelerated to 11% in Q4-20 and continued to increase through the year to 20% in Q3-21, surpassing the estimates from our January testings. As I said, we expect these growth trends to continue and reach 25% in Q4-21. Mutual fund and ETF record growth picked up as well to 7%, more in line with our historical growth rates. We are modeling a return to more moderate mid-single-digit growth across both equity mutual fund ETF records for fiscal year 22, with stronger growth in the seasonally smaller first half and more moderate growth in the second half. Touching briefly on trade volumes, which you'll see on the bottom of this slide, this is the fifth consecutive quarter of aggregate double-digit volume growth. This growth reflects the increase in volatility in retail investor engagement over the past year, which continued to be quite strong well into the third quarter. More recently, trading volatility subsided during the second half of March. And we expect tougher trading volume comps in Q4. Let's move to slide 11 for a closer look at the drivers of our recurring revenue. Organic growth at a very healthy 7% continues to be the largest component of our recurring revenue growth. And new sales remains the biggest driver with strong growth contribution from both ICS and GTO. We also continued our long track record of revenue retention above 97%. Internal growth contributed another three points as growth in ICS regulatory volumes more than offset the decline in GTL license revenue. And finally, acquisitions. We've now fully lapped all of our fiscal year 2020 acquisitions. Looking ahead to the fourth quarter, we expect activity to add three points to fourth quarter recurring revenue growth. Now, we'll turn to slide 12 to briefly touch on our total revenue performance. Total revenue growth this quarter was stronger than usual, reaching 11 percent, with distribution revenue contributing three points due to the increased mailings that correspond with the high record growth and the increased event-driven activity this quarter. Moving forward, we continue to expect the low to no margin distribution revenue to decline over time as we focus on increasing higher margin digital revenue across our governance business. Event-driven communications remain an integral part of our client offering. Event-driven revenues have climbed over the past four quarters to be more in line with our historical norms of about $50 million a quarter. and reached $74 million in the third quarter, well above last year's unusually low $39 million. Broderidge benefited from an increase in mutual fund proxy activity, as well as a rebound in proxy contest volumes and capital markets transactions. We expect fiscal 21 event-driven revenue to be more in line with the average that we've seen over the past seven years. For modeling purposes, we're assuming 50 to 60 million of event-driven revenues in the fourth quarter. Turning to slide 13, adjusted operating income grew by 8%. Our adjusted operating income margin declined by 60 basis points, reflecting the continued investments that we're making in our technology platforms and product capabilities that we highlighted on our last quarterly call. These investments, which support our long-term growth have a short-term impact on margin expansion, but we remain on track to deliver approximately 50 basis points of margin expansion for the full year, right in line with our fiscal year 21 guidance and three-year growth objectives. This formula of foregoing near-term margin expansion and consistently investing in our technology platforms and products to drive long-term sustainable recurring revenue growth will continue to be an important part of how we manage our business. As a CFO focused on long-term growth, it's encouraging to see us making these types of investments across all of our product lines, giving us momentum toward future growth. Before I turn to capital allocation, let's turn to slide 14 and spend a moment on another key operating metric, closed sales, which, as I mentioned earlier, is the most consistent driver of our long-term recurring revenue growth Our 124 million closed sales year to date are in line with our performance over the same period last year. We continue to see strong demand for our ICS solutions, including regulatory and issuer communications and data solutions. We remain on track to achieve our full year guidance of 190 to 235 million for closed sales, which implies a fourth quarter range of 66 to 111 million. Historically, the closed sales performance in the last quarter of the year has been impacted by the timing of larger deals. A handful of larger signings could propel us to the top end of our guidance range, and conversely, delays could put us at the lower end. And I'll also note that we continue to feel good about our recurring revenue backlog, which was 12% of our fiscal 20 recurring revenues as of Q420, and gives us great visibility into our top-line growth. Moving the capital allocation on the following slide. We generated $136 million of free cash flow year-to-date, up $54 million over the first nine months of fiscal year 20, driven by higher earnings and strong working capital management. During the first nine months of the fiscal year, we invested $205 million in building out our industry platforms and another $71 million in CapEx and software spending. Our M&A investment through the first nine months of the year was zero, but that will change with our announced $2.5 billion acquisition of itivity, which I'll touch on in a moment. Even after completing the itivity acquisition, Broadridge will remain committed to a balanced capital allocation policy, which prioritizes internal investment, growing our dividend, M&A, and returning excess capital to shareholders. Importantly, we are also committed to maintaining an investment-grade credit rating, which means we'll prioritize debt paydown over share repurchases and expect to limit ourselves to smaller, tuck-in M&A opportunities over the next several quarters. Given our strong free cash flow, we believe that we can comfortably achieve our new 2.5x leverage target by the end of FY23. Turning to capital returns on the right-hand side of the slide, our dividend has grown and remains in line with our historical 45% payout ratio. On slide 16, we are on track to close the activity acquisition in the coming weeks, so let me take a moment to give you some additional clarity about the expected impact that activity will have on our financial performance. I'll start with fiscal year 21. We expect activity to add 25 to 30 billion or one point to our full-year recurring revenue growth, which equates to three points to our fourth quarter growth. And the acquisition is expected to be modestly diluted to our adjusted EPS growth. In fiscal year 22, we expect activity to add approximately 250 million, or about eight points to our recurring revenue growth. And we expect the acquisition to be accretive by approximately two to three points, or roughly 10 to 15 cents to adjusted EPS growth. Please note that activities results in both fiscal year 21 and fiscal year 22 will be negatively impacted by the accounting treatment of acquired revenue, which will reduce revenue recognition by approximately $30 million in total, with two-thirds of that impact in fiscal 22. This revenue haircut is incorporated in the numbers that I just shared with you. Finally, I want to reiterate the commentary that I gave you when we announced the deal. about the impact on our three-year growth objectives. We expect activity to add 2.5 to 3 points to our three-year recurring revenue growth CAGR, and after interest, more than 2 points to our three-year adjusted EPS CAGR. Now turning to guidance on slide 17. We are raising our outlook for fiscal 21 recurring revenue growth to 8 to 10 percent from the higher end of 3 to 6 percent. and that includes one point of growth from activity. We are raising our guidance for total revenue growth to 8% to 10% from the higher end of 1% to 4%. We continue to expect our adjusted operating income margin to expand to approximately 18%, up from 17.5% in fiscal year 20, as we balance near-term returns with continued investments to sustain long-term growth. We expect adjusted EPS growth of 11% to 13%, up from the higher end of 6% to 10%. And that includes a one-point drag from activity. Finally, as I noted earlier, we continue to expect closed sales in the range of $190 million to $235 million. And before we begin to take your questions, let me share some final thoughts. The Broadridge financial model is working. We are on track to deliver strong 8% to 10% recurring revenue growth. That growth is fueling our ability to both invest and expand margins. At the same time, our strong free cash flow business model enables us to pursue balanced capital allocation, commit to a rising dividend, fund investments in our platform and products, and step up and make a significant M&A investment. to grow our capital markets franchise. And finally, thanks to our consistent investment in our capabilities, we are on track to deliver another year of $190 million plus of new closed sales, which combined with our strong backlog positions us well for additional recurring revenue growth. The end result is that we're on track to deliver at the higher end of our three-year financial objectives of 7% to 9% recurring revenue growth and 8% to 12% adjusted EPS growth. It's a great example of how we manage our business to drive sustainable revenue growth, steady and consistent adjusted EPS growth, and historically top quartile TSR. Let me now hand the call back to Andrea to take your questions. Andrea?

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the key. To withdraw your question, please press star then 2. In the interest of time, we ask that you please limit yourself to one question and one follow-up. If you do have further questions, you may re-enter the question queue. At this time, we will pause momentarily to assemble our roster.

And our first question comes from David Togan of Evercore ISI.

Please go ahead.

Hi, thank you for taking the question. This is Millie Wu on for David Togan. So my question is, the event-driven business continues to shift back to strong growth after several years of decline. How sustainable is the reason turnaround in the event-driven business? And how high were the incremental margins this quarter?

So, Millie, thanks for the question. Event-driven revenue, as you know, is about 4% of our recurring revenue. It's a bit more cyclical, but it's an important part of our total offering. It's high-quality revenue at, you know, it's a strong margin in that business. And as you mentioned, Q3 has continued to increase and go back to our historical norms. We've done about on average about $50 million a quarter. You've seen pickup in mutual fund proxy business and contests in capital markets. It's not unusual to see us have an unusually high quarter or an unusually low quarter. But over the long term, I do expect event-driven revenue to pick up and grow in line with stock record growth. So during the investor day, I came out and said that we've seen Fourteen years ago, event-driven revenues averaged for the first seven years $180 million. Over the last seven years, it's been above $200 million. And I feel comfortable that we should anchor in the full year number for event-driven revenue, and we expect it to be at that level as we look throughout our objectives in the 22 and 23, and again, at reasonably strong margins in that business.

Okay. Thank you so much. The next question comes from Michael Young of Truist. Please go ahead.

Hey, thank you for taking the question. I appreciate the guidance on the activity growth contribution for fiscal 21. Would you hazard a guess or any guidance as to how much you expect that to contribute to kind of the long-term three-year growth guidance?

Yeah, Michael, let me jump in there, and Tim, you might have some commentary on the business itself. When we were bringing I-tivity on, first we were looking for very strong assets in the capital market space after deploying most of our M&A to wealth management and governance over the past three years. And the thing that looks great from a financial standpoint for I-tivity is the strong growth outlook. The core business by itself is mid-single-digit growth from a revenue standpoint. I talked earlier that we committed to about $20 million in synergies by 2025 in that business, so you should see high single-digit growth in that business. The recurring revenue models are predictable. There's subscription-like revenues, healthy operating margins in that business, and I think it was a great time to finance it in this low interest rate environment. I also said that we expect, because of that profile, to get to double-digit IRRs in this business. So I think You know, we'll focus on integrating it, but I do expect it to have that high single-digit revenue growth at 30% margin, so a strong return over a very long time for us in that business. Tim, I don't know if you want to add some comments to the profile.

Yeah, Michael, just remember at the time that we announced this, we said we felt confident that we'd be at the high end of our three-year guide. So in terms of what the impact would be beyond 22, I think that also gives a bit of a flavor. And just to add on to what Edmund talked about strategically, we are really pleased with the way this strengthens our capital markets franchise and really allows us to drive front to back. That has been really emphasized in some of the client conversations that we've had since the acquisition was announced. We've talked to our top 50 clients and have, you know, half of them want to have a conversation about this. And so it's really gratifying to see that level of interest, but specifically in the vision of front to back and in the vision of having an alternative in the market with someone like Broadridge that is investing in this business. So we feel really good about that piece on the capital markets and We also feel really good about how it adds to our global scale and reach and really deepens our relationships with some of our most important clients. So we're excited about it, and we do think it's going to add to our growth and our ongoing organic growth in terms of the rate that specifically bring us to the top end of the three-year guidance.

Okay, great. And maybe just a bit of a departure from that question, but just as we look to kind of post-pandemic and reopening and sales trends, are you seeing any increased conversations or willingness of clients to take on new products, new conversions, et cetera? Is that a tailwind at all for the business at this point?

You know, I would say on the sales side, we are – It's interesting because we've been this past year really in the situation where, and I've talked about this before in terms of originating new opportunities and then working them through the long cycle of business case and requirements and things like that and doing that all remotely. That's been a very interesting evolution over this past year. I think the productivity has been remarkably good. It is We'll see as we get to the end of the year here in terms of timing of some of the larger transactions. But what we're seeing certainly as people look out is this real pressure for next generation technology. The digitization that is happening has just accelerated where people want to be. And you'll talk to client after client who will say what they expected to happen in Over three years has happened in 12 months, or over five years has happened in 18 months. And so they're really looking to make change. It also means they're very busy, and so it's a matter of getting on their agenda. But we feel very good about our ability to continue to drive our business through net new sales.

Okay, thank you.

The next question comes from Chris Donat of Piper Sandler.

Please go ahead.

Thanks, and good morning, everyone. One question I just want to check in as we're thinking about as we refine our 2022 fiscal models. With the UBS wealth management platform, can you just remind us on where we stand with that and once it goes live, how that starts to affect revenues and expenses?

Yeah, Chris, this is Tim. Just on UBS, we continue to have a great partnership with UBS. We continue to support their ongoing technology and digital transformation. There are parts of this that are already live and creating benefits for UBS and its financial advisors. We're continuing to invest both for UBS and for clients 234. and we're having very good conversations with clients two, three, four, and I think our results show the momentum we have in our components. When we get into the timing of specifically when this is going to happen, that's really UBS's announcement to make, and when we get to August and we're really talking more specifically about 22, we'll have a further update then, but right now I can't comment more on it.

Okay, understood. And then, Evan, with activity, I'm not sure I caught the comments fully on the impact for fiscal 2022. Well, I guess first, did you say that the, and was it 230 million of revenue, and did that include purchase accounting adjustments? And then if we start thinking about fiscal 2023, as the impact of purchase accounting adjustments fade, would we expect maybe Optically, you have higher revenue growth just without the purchase accounting adjustments.

Yep, understood, Chris. Thanks for the question. So just specifically on fiscal 22 for a moment, we said we expected to add approximately $250 million in revenue, and that does include interest. The purchase accounting of about $30 million, I mentioned that about two-thirds of that is in fiscal 22. The other third is this year in fiscal 21, impacting the revenues that we expect over the next two months. That'll be about eight points to the recurring revenue growth in fiscal year 22, and as I mentioned, about two to three points to the adjusted EPS growth. And so, you know, you can expect growth on that revenue fully in the fiscal year 23, without any further impact from the accounting adjustment that I was just talking about. So we feel good about the contribution it will make as we go into 2030. As Tim said a moment ago, helping propel us to the top end of our range. I'll also add, Chris, you know, when we gave the three-year objectives, we talked about 5% to 7% organic recurring revenue growth. And we talked about, you know, one to two points from M&A in acquisition and And I think that's what makes us feel good about the objectives is that activity comes on and adds this type of contribution, putting us at the higher end of those three-year objectives.

Got it. Thanks, Edmund. The next question comes from John Rodriguez of DA Davidson.

Please go ahead.

Hi, this is John calling off for Pete Heckman. Now that you gave additional time to dig into the activity business, I wanted to just see what are the main solutions that you guys see that are best poised for cross-selling? Thank you.

Yeah, John, it's Tim, and we haven't closed yet, but we will be digging in. I think on the cross-selling opportunities, there are several. They have a strong position on continental Europe, a stronger position than we do, and so the ability to bring our products to their clients in continental Europe and Asia, for that matter, that's sort of opportunity one. Opportunity two, we have a much stronger position in North America, and so the opportunity to help them better penetrate North America is opportunity two. And so those are sort of the geographic opportunities. And then we have the asset class opportunities. And they have a very strong position in exchange-traded derivatives, and that's a more nascent area for us. And so we expect that combined offer to be very interesting. And we have a very strong position in fixed income, and they have a building position in fixed income. And so that's another attractive area. So we think that between the the geographic cross-sell and the asset class cross-sell, that there's a really nice degree of revenue synergy built into this. And as you know, most of the things that we do, we do really for revenue growth. We're not a buy a slow-growing thing and cut costs and then go on to the next one. That's sort of not our model. So we think this will add nicely to our organic growth for a long time to come.

The next question comes from Patrick of Chognosy of Raymond James.

Please go ahead.

Hey, good morning, guys. On LTX, can you speak to what sort of participation you have at this point from some of the largest fixed-income dealers?

Yeah, Patrick, thanks. This is Tim, and I'm glad you asked that question, actually, because it was sort of in the script there, but we have... just in this last quarter signed, I'm not sure if it's the largest, but one of the top three in terms of fixed income managers. And so that is not on board yet, but it will be coming on board in the next few months. But that was a real milestone for us. So I think the milestones that we were excited about on LTX and why we continue to talk about it were the patent we received on the best execution protocol, which really allows aggregation across buyers and sellers, the first execution of an aggregated trade, which is a real milestone, and so important because the electronification of trading, as you know, has been a little slower in fixed income and really hasn't penetrated the larger trades, which are the important ones. And so that aggregation capability, we think, really will help unlock the digitization of fixed income. And then the third milestone is was really the signing of one of the top, one of the very top fixed income managers. And so we think that's just another sign and why we're confident as we go through this year, we're going to continue to see momentum pick up.

Got it. Appreciate that, Tim. And certainly, I think one of the interesting aspects of LTX is that it's kind of a dealer-centric solution. So I appreciate that you guys have got Alliance did that big trade. You signed up one of the biggest buy side firms, but on the sell side, are you working with the biggest sell side broker dealers at this point with LTX?

At the moment, I would say we are working a tier below the very largest ones, which is a great first mover opportunity for those firms. We're working very closely with them, including Raymond James, as you know, and Uh, and so we're excited about that. We are in conversations with, uh, with, uh, two of the, the, you know, tier one firms and, uh, and we'll see how those go. I think, you know, what's interesting is when we put. Uh, and as you say, it's dealer centric, so it really enables them to grow their business. And, and that is so much about the AI and about enabling them to serve their clients, uh, really well. And, and, you know, when you, when you get a trade in as a, as a, the salesperson, as the trader. You know, the likely counterparties, the top one or two are sort of obvious, but number 25 you might not think of. And what those firms are seeing, and they're testing our AI side by side with their AI, and they're seeing that it adds real value in terms of, well, who's the number 25 person I might not otherwise call? And so it really increases the efficiency for the salesperson. It allows them to serve their clients a lot better. So that AI piece, even independent of the marketplace, has real value. And so I think it's, you know, it really makes for some very interesting conversations.

Yeah, very interesting. And then switching gears to an expense question here, to what extent does your updated fiscal year 21 guidance reflect incremental organic investment relative to your prior outlook? And assuming there is some incremental organic investment, where are you directing those dollars?

So, Patrick, I think we've obviously signaled during the Q2 call that we would continue to invest in the business, and I'll talk a little bit, and Tim, you should jump in on where those investments were going. But again, I'll reiterate that we remain committed to being able to drive adjusted operating margin to the tune of 50 basis points for the year, and I think we'll still be able to do that. But it does include organic investments. I think about them across our technology platforms. Tim mentioned in his earlier remarks across post-trade, across wealth management, and and our infrastructure. As you think about the network resiliency that we've had over the past few quarters where we've seen record trade volume growth, I would say that organic investment into our infrastructure and technology platforms is starting to pay dividends. You see it in our products as well. Tim earlier talked about the VSM solutions and the SRD solutions within that regulatory business growth. You saw 28% growth benefiting from the investments that we've been making in those solutions. And I almost added on to his comments about LTX, where we have continued investments there. And as we think about our three-year outlooks, no revenue associated with that. So that's an opportunity for us as well. And then the final thing I'd say, Patrick, is investments in our go-to-market and sales organizations, particularly as we think about expanding internationally, focusing on our premium accounts. These are investments that I really, as I mentioned, think drive recurring revenue growth. We have been and will continue to be committed to these investments while producing margin expansion and delivering the high return that we want to drive.

I just can't help but add on because it's a topic that we're all passionate about. Patrick, I think you know well from following us over a long time that it's a key part of our growth model. and that we do reinvest when we get the opportunity. And I'm just pleased to be sitting here talking this morning, talking about increased guidance, increased margin, increased investment in our products and our associates. And when I look at the investments we're making in digital, in LTX, in wealth, in multiple areas in governance, including increased investments in data analytics, And now with ITIVITY, we've never had so many paths that are not just the next 18 months, but well beyond that. And so it really gives the confidence to be talking about the upper end of our three-year objectives, but also really what happens after that. And that's why we feel really so good this morning.

All right. Very helpful. Thank you.

The next question comes from Puneet Jain of JPMorgan. Please go ahead.

Hey, thanks for taking my question. How do you reconcile strong internal trade volume growth in capital markets with flattish revenue? Even if you adjust for $6 million in licensed sales, it looks like volume growth was much higher than revenue growth.

Yeah, so when you think – thanks for the question, Puneet. When you think about our GTO business, You know, we show that chart that breaks it up between capital markets and wealth management. And the first thing I'd say is as we were coming into Q2, remember, we're coming in Q3 off of record trading volume comps, 26% combined equity and fixed income and 28% for equity. And that was primarily – you saw that benefit come through in the capital markets business, and we said that would be a tough comp. As we came into this quarter, so in the capital markets business, you had a harder comp on trading volume and the license revenue impact that brought it to flattish revenue. The trading volumes that you saw, the continued growth, I mentioned the fifth consecutive quarter of growth, was primarily retail trading, and you saw the 7% growth in the wealth management business. is the item that was benefiting from that. So you have this tale of two cities in our GTO business right now with capital markets coming over higher comps, facing the lower license revenue that I'll remind you was a grow over an issue, an uptick in Q320 revenues, but wealth management seeing the benefit of the trade volumes that we saw this quarter.

Got you. And one, it might a little early, but do you expect any changes in regulatory focus under the new administration and chairman of SEC?

Yeah. First of all, let me just restate what I said before, which is we always work to support the SEC's mission to inform and protect investors, and we've done that for a long time, and we expect to continue to do that. I think when we hear about the focus of the next SEC, certainly one of the things at the top of the list that we hear about in the market is around ESG and related disclosures for ESG and how that may be an early focus. We certainly stand ready to assist and to play the role that we play. I think it's too soon to tell if that's a business opportunity. but it certainly appears to be an area of focus. I think the other questions are really around the initiatives from the previous administration and the extent to which they will continue or not. There's a lot of conversation about end-to-end vote confirmation. We're hearing that could remain an area of focus and that's certainly something that we've been a supporter of. We shared with the SEC The result of a successful pilot that we've done with the top 100 issuers, showing how that can work. On virtual shareholder meetings, there have been discussions about making the beneficial voting available to all providers, which we've done this season via APIs. Universal proxy is an area we support and we stand ready to help. There's a working group that recommended changes there. There were discussions about Oboe Novo and a working group that really isn't making a recommendation. And then there's a whole conversation around streamlined communications in funds, which were a focus for the previous SEC. It's unclear if that's going to be a focus for the new leadership, but we support the recommendations and we'll continue to work to strengthen the industry for the long term. So lots of different things that were on the agenda that are a little less clear in terms of what their forward momentum is. Certainly the new things we hear about relate to ESG.

Thank you.

The next question comes from Andrew Bell of Wolf Research. Please go ahead.

Hey, guys. This is Andrew. On behalf of Darren, thanks for taking my question. Tim, you mentioned in your prepared remarks that you're expecting 25% stock record growth in the fourth quarter. Could you unpack this a little bit? I mean, obviously... That's an impressive acceleration considering the level of growth you're at today. And if I'm not mistaken, I believe the comps get harder in that regard. Thanks.

Yeah. Andrew, it's a great question. And it's definitely an interesting time. And, you know, we're just, you know, more broadly, we're seeing this, as I talked about in my prepared remarks, just as part of a long-term trend of the democratization of investing. And you know, what we're looking at as we look into the fourth quarter is, you know, and we do have a fair bit of visibility at this stage into what's going to happen in the fourth quarter because there's a lag between when the records come together and when they go out. So, you know, we have testing but we have, you know, good visibility. What I'd say is just, you know, what we're seeing is very, very broad-based growth. We're seeing it across all different types of issuers. We're seeing it across all different types of broker-dealers, although stronger in online broker-dealers. We're seeing it across industries, and we're seeing it across both managed accounts and other accounts, and it's not just focused on meme stocks. So like a lot of the things that you've been reading in other places in the press, this you know, rise in equity holdings and rise in participation in the market is very significant. We're also seeing, to a lesser degree, but, you know, good interim record growth, which is, you know, driven by stronger inflows and healthy markets. So we're seeing very strong Q4. You know, we often get asked about, you know, when the market changes or if the market changes, what would be the impact of that? And, you know, we have – we've done – A lot of work going back over the last 25 years of history and events like 99 and 09 and even last spring. And what that would really tell us is that growth flattens, could be slightly negative, but that equity investors tend to stay invested and it sort of reaches a new plateau. So we do think that these levels of holdership are sustainable. We're not modeling the same level of growth in the future, clearly, but we see a return to more normalized growth in the future.

This concludes our question and answer session.

I would like to turn the conference back over to Tim Gokey for any closing remarks.

Thank you, and thank you all for joining us this morning. As I think you can tell, this is just an exciting time to be at Broadridge. Our business is strong. We're on our front foot. We're investing for growth, and we're on track to deliver at the higher end of our three-year objectives. We appreciate your interest and ownership, and we look forward to speaking to you again in three months to tell you about our fourth quarter results and to share our guidance for fiscal year 22. Thanks again.

The conference is now concluded. Thank you for attending today's presentation and you may now disconnect.