Broadridge Financial Solutions, Inc 8-K, filed Dec 10, 2020
Broadridge Financial Solutions, Inc. (BR)
8-K
2020-12-10
For: 2020-12-10
View Original
Added on
July 08, 2026
About this 8-K
Broadridge Financial Solutions, Inc filed this 8-K on December 10, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2020
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
| (Street Address) | (City) | (State) | Zip Code | ||||||||
Registrant’s telephone number, including area code: (516 ) 472-5400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading Symbol | Name of Each Exchange on Which Registered: | ||||||
Item 2.02. Results of Operations and Financial Condition.
On December 10, 2020, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release announcing its three year growth objectives for the period ending Fiscal Year 2023 and reaffirming its full-year guidance for Fiscal Year 2021. Broadridge will be discussing these objectives during its 2020 Investor Day virtual meeting to be held on December 10, 2020 at 8:00 a.m. A copy of the press release is attached hereto as Exhibit 99.1.
At its 2020 Investor Day virtual meeting, the Company will discuss a change in its product line reporting for Recurring revenue categories from the current format as disclosed in its Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “2020 Annual Report”) in Note 3 “Revenue Recognition” to the Consolidated Financial Statements on page 73 to be more aligned with the Company’s growth strategy and how Broadridge manages its business. The Company will report Recurring revenue based on the new categories beginning with the second quarter of Fiscal Year 2021. A copy of the reconciliations of the new Recurring revenue categories to the historical reporting categories for the last four fiscal years and the last five fiscal quarters are available online at www.broadridge-ir.com and are attached hereto as Exhibit 99.2.
The information furnished pursuant to Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K 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. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our 2020 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 8-K and are expressly qualified in their entirety by reference to the factors discussed in the 2020 Annual Report. 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.
Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
•the potential impact and effects of the Covid-19 pandemic ("Covid-19") on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•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 the demands of its clients;
•Broadridge’s ability to attract and retain key personnel;
•the impact of new acquisitions and divestitures; and
•competitive conditions.
There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of the 2020 Annual Report for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. | ||||
Exhibits. The following exhibits are furnished herewith:
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 10, 2020
BROADRIDGE FINANCIAL SOLUTIONS, INC.
By: /s/ Edmund Reese
Edmund Reese
Corporate Vice President
and Chief Financial Officer
EXHIBIT 99.1
Broadridge Highlights Market Leadership and Growth Objectives at 2020 Investor Day
Targeting Fiscal Year 2020-2023 Recurring revenue growth of 7-9% and Adjusted EPS growth of 8-12%
Reaffirms Fiscal Year 2021 Guidance
New York, N.Y., December 10, 2020 - Broadridge Financial Solutions, Inc. (NYSE: BR), a global Fintech leader, is hosting its virtual 2020 Investor Day at 8:00 AM EST today.
“We are excited to highlight the Broadridge growth story at our 2020 Investor Day,” said Tim Gokey, Broadridge’s Chief Executive Officer. “Broadridge is continuing to scale its position as a leading global Fintech for governance and investing. We intend to build on our leadership across governance, capital markets and wealth management to drive more value for our clients and deliver top quartile shareholder returns to our owners.”
As part of its 2020 Investor Day, Broadridge announced its new three-year growth objectives for the period ending Fiscal Year 2023. The growth objectives are shown as compound annual growth rates (“CAGRs”) for the fiscal years 2020-2023.
| FY2020 – FY2023 Objectives | |||||
| Organic Recurring revenue growth | 5 – 7% | ||||
| Recurring revenue growth | 7 – 9% | ||||
Adjusted Operating Income Margin (bps/year) (Non-GAAP) | 50+ | ||||
Adjusted Earnings per share growth (Non-GAAP) | 8 – 12% | ||||
Broadridge also reaffirmed its Fiscal Year 2021 guidance provided on its fiscal first quarter 2021 conference call on October 30, 2020, including for Recurring revenue growth of 3-6% and Adjusted EPS growth of 6-10%.
To view the virtual event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the event.
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. 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 described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2020 (the “2020 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 2020 Annual Report. 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.
Explanation and Reconciliation of the Company's Use of Non-GAAP Financial Measures
The Company’s results in this press release and related materials 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, and for internal planning and forecasting purposes. 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.
For additional information regarding the Company’s use of Non-GAAP financial measures and the reconciliation of the Company’s Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP, please see the tables that are part of the Company’s Investor Day presentations posted on Broadridge’s Investor Relations website at www.broadridge-ir.com and are also included as Exhibit 99.2 to the Company’s Form 8-K dated December 10, 2020.
About Broadridge
Broadridge Financial Solutions, Inc. (NYSE: BR), a $4.5 billion global Fintech leader, is a leading provider of investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. Broadridge's infrastructure underpins proxy voting services for over 50 percent of public companies and mutual funds globally, and processes on average U.S. $10 trillion in fixed income and equity securities trades per day. Broadridge is part of the S&P 500® Index and employs over 12,000 associates in 17 countries. For more information about Broadridge, please visit www.broadridge.com.
Investors:
W. Edings Thibault
Investor Relations
+ 1 516-472-5129
Media:
Gregg Rosenberg
Corporate Communications
+1 212-918-6966
| New Recurring revenue reporting categories As of December 10, 2020 EXHIBIT 99.2
| New Recurring revenue reporting categories • Beginning with the second quarter of fiscal year 2021, Broadridge will change its product line reporting for Recurring revenue categories from the current format as disclosed in its Annual Report on Form 10-K for the fiscal year ended June 30, 2020 in Note 3 “Revenue Recognition” to the Consolidated Financial Statements. This change and reporting is more aligned with the Company’s growth strategy and how Broadridge manages its business. • On the following slides, you will find reconciliations of the new Recurring revenue categories to the historical reporting categories for the last four fiscal years and the last five fiscal quarters.
| Recurring revenue reporting categories: FY17 – FY20 Historical Reporting View RECURRING REVENUE REPORTING CATEGORIES GROWTH FY17 FY18 FY19 FY20 3YR CAGR Equities and other $ 729.8 $ 803.6 $ 831.7 $ 996.2 11% Fixed income $ 139.3 $ 154.3 $ 164.6 $ 178.0 9% Total GTO Recurring fee revenues $ 869.1 $ 957.9 $ 996.3 $ 1,174.2 11% Equity proxy $ 382.0 $ 406.8 $ 437.0 $ 473.3 7% Mutual fund and ETF interims $ 198.2 $ 221.4 $ 265.9 $ 284.6 13% Customer communications and fulfillment $ 763.5 $ 760.1 $ 736.4 $ 735.4 -1% Other ICS $ 239.7 $ 265.4 $ 324.8 $ 368.7 15% Total ICS Recurring fee revenues $ 1,583.4 $ 1,653.7 $ 1,764.0 $ 1,862.0 6% New Reporting View RECURRING REVENUE REPORTING CATEGORIES GROWTH FY17 FY18 FY19 FY20 3YR CAGR Capital markets $ 516.9 $ 569.3 $ 590.6 $ 650.2 8% Wealth and investment management $ 352.2 $ 388.6 $ 405.7 $ 524.0 14% Total GTO Recurring fee revenues $ 869.1 $ 957.9 $ 996.3 $ 1,174.2 11% Regulatory $ 624.1 $ 673.3 $ 750.4 $ 792.5 8% Data-driven fund solutions $ 244.1 $ 268.8 $ 303.9 $ 339.4 12% Issuer $ 104.4 $ 117.6 $ 137.1 $ 156.7 14% Customer communications $ 610.8 $ 594.0 $ 572.6 $ 573.4 -2% Total ICS Recurring fee revenues $ 1,583.4 $ 1,653.7 $ 1,764.0 $ 1,862.0 6%
| Recurring revenue reporting categories: FY20 by quarter, and Q1 FY21 Historical Reporting View RECURRING REVENUE REPORTING CATEGORIES Q1'FY20 Q2'FY20 Q3'FY20 Q4'FY20 FY20 Q1'FY21 Equities and other $ 230.9 $ 237.2 $ 259.4 $ 268.8 $ 996.2 $ 252.4 Fixed income $ 43.1 $ 43.7 $ 46.1 $ 45.1 $ 178.0 $ 43.6 Total GTO Recurring fee revenues $ 273.9 $ 280.9 $ 305.5 $ 313.9 $ 1,174.2 $ 296.0 Equity proxy $ 29.8 $ 42.2 $ 136.4 $ 264.9 $ 473.3 $ 40.1 Mutual fund and ETF interims $ 65.3 $ 65.1 $ 87.2 $ 66.9 $ 284.6 $ 73.6 Customer communications and fulfillment $ 170.9 $ 176.6 $ 208.0 $ 179.9 $ 735.4 $ 173.5 Other ICS $ 83.2 $ 83.5 $ 97.4 $ 104.6 $ 368.7 $ 88.0 Total ICS Recurring fee revenues $ 349.2 $ 367.5 $ 529.0 $ 616.3 $ 1,862.0 $ 375.2 New Reporting View RECURRING REVENUE REPORTING CATEGORIES Q1'FY20 Q2'FY20 Q3'FY20 Q4'FY20 FY20 Q1'21 Capital markets $ 148.1 $ 162.1 $ 169.2 $ 170.7 $ 650.2 $ 164.6 Wealth and investment management $ 125.8 $ 118.8 $ 136.2 $ 143.2 $ 524.0 $ 131.5 Total GTO Recurring fee revenues $ 273.9 $ 280.9 $ 305.5 $ 313.9 $ 1,174.2 $ 296.0 Regulatory $ 120.3 $ 130.4 $ 241.5 $ 300.3 $ 792.5 $ 136.4 Data-driven fund solutions $ 78.6 $ 81.8 $ 88.9 $ 90.1 $ 339.4 $ 82.2 Issuer $ 15.2 $ 18.3 $ 34.6 $ 88.6 $ 156.7 $ 17.8 Customer communications $ 135.1 $ 137.1 $ 164.0 $ 137.3 $ 573.4 $ 138.8 Total ICS Recurring fee revenues $ 349.2 $ 367.5 $ 529.0 $ 616.3 $ 1,862.0 $ 375.2