8-K - BR - Equibles

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): August 12, 2022

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33220	33-1151291
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)		5 Dakota Drive	Lake Success	New York	11042
---	---	---	---
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:
Common Stock, par value $0.01 per share	BR	New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On August 12, 2022, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended June 30, 2022. On August 12, 2022, the Company also posted an Earnings Webcast & Conference Call Presentation dated August 12, 2022 on the Company’s Investor Relations website at www.broadridge-ir.com.

Item 8.01. Other Events.

On August 11, 2022, Broadridge's Board of Directors (the “Board”) declared a quarterly dividend of $0.725 per share payable on October 5, 2022 to stockholders of record on September 15, 2022. This declaration reflects the Board's approval of an increase in the annual dividend amount by 13% from $2.56 to $2.90 per share, subject to the discretion of the Board to declare quarterly dividends. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Board, and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board deems relevant. A copy of the press release announcing this dividend declaration is attached hereto as Exhibit 99.1.

Copies of the press release and earnings presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1and 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,” “on track” 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 Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “2022 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 2022 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:

•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;

•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;

•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;

•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, economic and geopolitical conditions and their impact on the securities markets;

•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;

•Broadridge’s failure to keep pace with changes in technology and the demands of its clients;

•competitive conditions;

•Broadridge’s ability to attract and retain key personnel; and

•the impact of new acquisitions and divestitures.

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 2022 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.

(d) Exhibits.

Exhibit No.	Description
99.1	Broadridge Financial Solutions, Inc. Press Release dated August 12, 2022
99.2	Broadridge Financial Solutions, Inc. Earnings Webcast & Conference Call Presentation dated August 12, 2022
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: August 12, 2022

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:	/s/ Edmund L. Reese
Name:	Edmund L. Reese
Title:	Corporate Vice President
	and Chief Financial Officer

Document

Broadridge Reports Fourth Quarter and Fiscal 2022 Results

Fiscal Year 2022 Recurring Revenue Growth of 16%

Fiscal Year 2022 Diluted EPS was $4.55 and Adjusted EPS grew 14% to $6.46

Record Closed Sales of $282 million

Raising Annual Dividend 13% to $2.90 Per Share

Fiscal Year 2023 Guidance of 6-9% Recurring Revenue Growth and 7-11% Adjusted EPS Growth

NEW YORK, N.Y., August 12, 2022 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the fourth quarter and fiscal year 2022. Results compared with the same period last year were as follows:

Summary Financial Results		Fourth Quarter				Fiscal Year
Dollars in millions, except per share data		2022	2021	Change		2022	2021	Change
Recurring fee revenues		1,189	1,033	15	%	3,749	3,228	16	%
Total revenues		1,723	1,532	12	%	5,709	4,994	14	%
Operating income		342	281	21	%	760	679	12	%
	Margin	19.8	18.4			13.3	13.6
Adjusted Operating income - Non-GAAP		436	349	25	%	1,066	902	18	%
	Margin	25.3	22.8			18.7	18.1
Diluted EPS		2.09	2.20	(5	%)	4.55	4.65	(2	%)
Adjusted EPS - Non-GAAP		2.65	2.19	21	%	6.46	5.66	14	%
Closed sales		112	113	(1	%)	282	232	21	%

All values are in US Dollars.

“A strong fourth quarter capped another great year for Broadridge, with record closed sales, 16% recurring revenue growth, continued margin expansion, and 14% Adjusted EPS growth,” said Tim Gokey, Broadridge’s CEO. “Our results reflect continued execution of our long-term growth strategy, the ongoing digitization of financial services, and strong performance from our Itiviti acquisition.

“Broadridge’s resilient business model is built to deliver growth through different economic cycles. Looking ahead, we expect continued growth in Fiscal 2023, with 6-9% organic recurring revenue growth, continued margin expansion, and 7-11% Adjusted EPS growth. Most importantly, we are well-positioned to deliver, again, on our three-year financial objectives, with recurring revenue and Adjusted EPS growth at or above the higher end of the range,” Mr. Gokey added.

“Finally, I’m pleased to announce that our Board has approved a 13% increase in our annual dividend amount to $2.90 per share. Broadridge has now increased its dividend for 16 consecutive years, further underlining the strength and resiliency of our business and the durability of the trends driving our growth.”

Fiscal Year 2023 Financial Guidance

Recurring revenue growth	6 - 9%
Adjusted Operating income margin - Non-GAAP	Increase of ~ 50 bps
Adjusted earnings per share growth - Non-GAAP	7 - 11%
Closed sales	$270 - 310M

Financial Results for Fourth Quarter Fiscal Year 2022 compared to Fourth Quarter Fiscal Year 2021

•Total revenues increased 12% to $1,723 million from $1,532 million in the prior year period.

◦Recurring fee revenues increased 15% to $1,189 million from $1,033 million. The increase was primarily driven by 4pts of net new business and 8pts of internal growth. Internal growth was primarily driven by Investor Communication Solutions (“ICS”). Acquisitions also contributed 3pts of growth, primarily from the acquisition of Itiviti Holding AB (“Itiviti”).

◦Event-driven fee revenues decreased by $2 million, or 3%, to $70 million, as an increase in mutual fund proxy was more than offset by lower equity contest activity.

◦Distribution revenues increased $49 million, or 12%, to $477 million, driven equally by higher customer communications mail volumes and higher postage rates.

•Operating income was $342 million, an increase of $60 million, or 21%. Operating income margin increased to 19.8%, compared to 18.4% for the prior year period due to higher Recurring fee revenues, partially offset by distribution and other revenue-related expenses, including higher amortization expense from acquired intangible assets.

◦Adjusted Operating income was $436 million, an increase of $87 million, or 25%. The increase was driven by higher recurring fee revenues partially offset by higher distribution and other revenue-related expenses. Adjusted Operating income margin increased to 25.3%, compared to 22.8% for the prior year period.

•Interest expense, net was $21 million, an increase of $3 million, or 16%, driven by higher average debt outstanding.

•The effective tax rate was 22.1% compared to 22.6% in the prior year period. The decrease was driven by the increased impact of discrete tax items.

•Net earnings decreased 5% to $248 million and Adjusted Net earnings increased 21% to $314 million.

◦Diluted earnings per share decreased 5% to $2.09 and Adjusted earnings per share increased 21% to $2.65.

Segment and Other Results for Fourth Quarter Fiscal Year 2022 compared to Fourth Quarter Fiscal Year 2021

Investor Communication Solutions

•ICS total revenues were $1,354 million, an increase of $146 million, or 12%.

◦Recurring fee revenues increased $99 million, or 14%, to $807 million. The increase was attributable to 4pts of revenue from net new business and 10pts of revenue from internal growth. Internal growth was driven by higher volumes including equity proxy record growth of 17% and mutual fund interims record growth of 10%, as well as higher customer communication volumes.

◦Event-driven fee revenues decreased $2 million, or 3%, to $70 million, primarily as the increase in mutual fund proxy was more than offset by lower equity contest activity.

◦Distribution revenues increased $49 million, or 12%, to $477 million driven equally by higher customer communications mail volumes and higher postage rates.

•ICS earnings before income taxes were $364 million, an increase of $77 million, or 27%, driven by higher recurring fee revenues. Segment operating expenses rose 7%, or $69 million, to $990 million, primarily driven by distribution and other revenue-related expenses. Amortization expense from acquired intangibles decreased by $5 million to $16 million. Pre-tax margins increased to 26.9% from 23.8%.

Global Technology and Operations (“GTO”)

•GTO Recurring fee revenues were $382 million, an increase of $57 million, or 18%, driven by 9pts of growth from acquisitions, primarily Itiviti, as well as 5pts of net new business from onboarding of new clients, and a 4pt increase in internal growth.

•GTO Earnings before income taxes were $37 million, an increase of $10 million, or 39%, compared to $26 million in the prior year period. The earnings increase was driven by higher organic recurring revenue growth which was modestly offset by a higher loss primarily from the acquisition of Itiviti. Amortization expense from acquired intangibles increased by $11 million to $46 million in the fourth quarter of fiscal year 2022, primarily as a result of the Itiviti acquisition. Pre-tax margins increased by 1.5 percentage points to 9.6%.

Other

•Other Loss before income tax was $83 million compared to Other Income before income tax of $24 million in the prior year period. The decrease was primarily due to the absence of the $72 million non-operating Gain on Acquisition-Related Financial Instrument in the fourth quarter of fiscal year 2021 and a $19 million increase in costs associated with the Company’s Real Estate Realignment and Covid-19 Related Expenses driven primarily by the reduction in our office footprint in the current year period.

Financial Results for Fiscal Year 2022 compared to Fiscal Year 2021

•Total revenues increased 14% to $5,709 million from $4,994 million in the prior year period.

◦Recurring fee revenues increased 16% to $3,749 million from $3,228 million. The increase was attributable to 4pts of growth from net new business, 5pts of internal growth, and 7pts related to the impact of acquisitions. Internal growth was driven by higher volumes in our ICS business from equity proxy Record Growth of 18% and mutual fund interims Record Growth of 14%. Growth from acquisitions was 7pts, most notably from our Itiviti acquisition which closed in May 2021.

◦Event-driven fee revenues increased $34 million, or 14%, to $270 million, primarily due to increased volume of mutual fund proxy activity.

◦Distribution revenues increased $168 million, or 11%, to $1,718 million, primarily driven by higher customer communications mail volumes and higher postage rates.

•Operating income was $760 million, an increase of $81 million, or 12%. Operating income margin decreased to 13.3% from 13.6% in the prior year period.

◦Adjusted Operating income was $1,066 million, an increase of $165 million, or 18%. The increase was due to the impact of higher Recurring fee revenues and higher Event-driven fee revenues.

◦Adjusted Operating income margin increased to 18.7%, compared to 18.1% for the prior year period. An increase in pass through distribution revenues negatively impacted margins by approximately 70 basis points.

•Interest expense, net was $85 million, an increase of $29 million, from an increase in debt outstanding related to the acquisition of Itiviti.

•The effective tax rate was 19.8% compared to 21.4% in the prior year period. The decrease in the effective tax rate was driven by higher total discrete tax items, in addition to the excess tax benefits related to equity compensation, compared to the prior year period.

•Net earnings decreased 2% to $539 million and Adjusted Net earnings increased 15% to $766 million.

◦Diluted earnings per share decreased 2% to $4.55 and Adjusted earnings per share increased 14% to $6.46.

◦The increase in Adjusted earnings per share was primarily due to the increase in Recurring fee revenues and higher Event-driven fee revenues.

Segment and Other Results for Fiscal Year 2022 compared to Fiscal Year 2021

ICS

•ICS total revenues were $4,262 million, an increase of $435 million, or 11%.

◦Recurring fee revenues increased $233 million, or 11%, to $2,275 million. The increase was attributable to 5pts of revenue from net new business and 7pts of revenue from internal growth. Internal growth was driven by higher volumes including equity proxy Record Growth of 18% and mutual fund interims Record Growth of 14%.

◦Event-driven fee revenues increased $34 million, or 14%, to $270 million, primarily due to increased volume of mutual fund proxy activity.

◦Distribution revenues increased $168 million, or 11%, to $1,718 million, primarily driven by higher customer communications mail volumes, and higher postage rates.

•ICS earnings before income taxes were $726 million, an increase of $130 million, or 22%, primarily due to the increase in Recurring fee revenues and Event-driven fee revenues. Segment operating expenses rose 9%, or $305 million, to $3,536 million, primarily driven by distribution and other revenue-related expenses. Amortization expense from acquired intangibles decreased by $18 million to $69 million from $87 million in the prior period. Pre-tax margins increased to 17.0% from 15.6%.

GTO

•GTO Recurring fee revenues were $1,474 million, an increase of $288 million, or 24%, driven by 19pts of growth from acquisitions, primarily Itiviti, as well as 4pts of net new business from onboarding of new clients.

•GTO earnings before income taxes were $140 million, a decrease of $61 million, or 30%, compared to $200 million in the prior year period. The earnings decrease was due to $291 million in operating costs from acquisitions, primarily as a result of the Itiviti acquisition, as compared to revenue from acquisitions of $228 million. Amortization expense from acquired intangibles increased by $122 million to $189 million in fiscal year 2022 from $68 million in the prior year period. Pre-tax margins decreased to 9.5% from 16.9%.

Other

•Other Loss before income tax increased 110% to $189 million from $90 million in the prior year period. The increased loss before income taxes was primarily due to the absence of the non-operating Gain on Acquisition-Related Financial Instrument of $62 million in the prior year period and higher interest expense of $29 million due to an increase in average debt outstanding related to the fiscal 2021 acquisition of Itiviti.

Dividend Declaration and Increase

On August 11, 2022, Broadridge's Board of Directors (“the Board”) declared a quarterly dividend of $0.725 per share payable on October 5, 2022 to stockholders of record on September 15, 2022. This declaration reflects the Board's approval of an increase in the annual dividend amount by 13% from $2.56 to $2.90 per share, subject to

the discretion of the Board to declare quarterly dividends. With this increase, the Company's annual dividend has increased for the 16th consecutive year since becoming a public company in 2007.

Earnings Conference Call

An analyst conference call will be held today, August 12, 2022 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419.

A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through August 19, 2022, the recording will also be available by dialing 1-877-344-7529 within the United States or 1-412-317-0088 for international callers, using passcode 2334448 for either dial-in number.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures

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

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

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share

These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provide insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, (iii) Real Estate Realignment and Covid-19 Related Expenses, (iv) Russia-Related Exit Costs, (v) Investment Gains, (vi) Software Charge, and (vii) Gain on Acquisition-Related Financial Instrument. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. Real Estate Realignment and Covid-19 Related Expenses are comprised of two major components: Real Estate Realignment Expenses, and Covid-19 Related Expenses. Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities. Covid-19 Related Expense are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses. Russia-Related Exit Costs are direct and incremental costs associated with the Company’s wind

down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. Investment Gains represent non-operating, non-cash gains on privately held investments. Software Charge represents a charge related to an internal use software product that is no longer expected to be used. Gain on Acquisition-Related Financial Instrument represents a non-operating gain on a financial instrument designed to minimize the Company's foreign exchange risk associated with the acquisition of Itiviti, as well as certain other non-operating financing costs associated with the Itiviti Acquisition.

We exclude Acquisition and Integration Costs, Real Estate Realignment and Covid-19 Related Expenses, Russia-Related Exit Costs, Investment Gains, the Software Charge and the Gain on Acquisition-Related Financial Instrument from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

Free Cash Flow

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

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

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,” “on track” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2023 Financial Guidance” section and statements about our three-year objectives 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, 2022 (the “2022 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 2022 Annual Report.

These risks include: