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Broadridge Financial Solutions 8-K/A Report, Regulation FD Disclosure (Feb 29, 2024)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed February 29, 2024
Period End
February 28, 2024
Security
BR
In the record · 2016–202610-K1110-Q338-K224

BR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 224 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’17Feb ’17
  2. Material agreement8-K · Jan ’20Jan ’20
  3. Leadership change8-K · Aug ’22Aug ’22
  4. Leadership change8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K/A filed February 29, 2024. Cited figures are marked; the original filing is the authoritative source.

Broadridge Financial Solutions, Inc. filed an amendment to its February 29, 2024 Form 8-K to replace Exhibit 99.1, the February 2024 investor presentation.

The company said the original presentation misstated the five-year average annual constant growth of recurring revenue for its Global Technology and Operations segment as 10%a. The correct figure is 12%. The revised presentation is furnished as Exhibit 99.1, and the filing states that the furnished information is not deemed "filed" under Section 18 of the Exchange Act.

The revised presentation reports results for the second quarter of fiscal 2024 (three months ended December 31, 2023). Recurring revenues rose 7% to $899 millionb, and total revenues rose 9% to $1,405 million. Diluted EPS was $0.59 versus $0.48, and adjusted EPS (non-GAAP) was $0.92 versus $0.91.

Constant-currency recurring revenue growth was 6%. Closed sales were $58 millionc, down 11% from $65 million. Management reaffirmed fiscal 2024 guidance of 6-9% recurring revenue growth in constant currency and 8-12% adjusted EPS growth, and reiterated fiscal 2024-2026 objectives of 7-9% recurring revenue growth in constant currency and 8-12% adjusted EPS growth.

The presentation also describes capital allocation priorities, including dividend growth in line with earnings, share repurchases, and tuck-in M&A. It cites a fiscal 2024 annual dividend amount of $3.20d, subject to Board declaration. The filing's forward-looking statements caution that actual results could differ materially because of factors such as client concentration, cybersecurity risk, market conditions, and competition.

02—Key points

Key Highlights

  1. Corrected a figure in the February 2024 investor presentation: the five-year average annual constant growth of recurring revenue for the Global Technology and Operations segment is 12%, not 10%.
  2. Q2 fiscal 2024: recurring revenues of $899 million (up 7%), total revenues of $1,405 million (up 9%), and GAAP diluted EPS of $0.59 (up from $0.48).
  3. Adjusted operating income margin was 12.4% versus 13.4% a year earlier; adjusted EPS was $0.92 versus $0.91.
  4. Closed sales were $58 million versus $65 million, a decline of 11%, while constant-currency recurring revenue growth was 6%.
  5. Fiscal 2024 guidance reaffirmed: 6-9% recurring revenue growth in constant currency, 8-12% adjusted EPS growth, and roughly 20% adjusted operating income margin.
  6. Fiscal 2024-2026 objectives include 5-8% organic recurring revenue growth, 50+ basis points of annual adjusted operating income margin expansion, and 8-12% adjusted EPS growth.
  7. Last-twelve-month free cash flow conversion was 110%, with the company citing a 100% conversion objective.

03—Questions

Frequently Asked Questions

  1. What did Broadridge correct in this amendment?

    The February 2024 investor presentation stated that the five-year average annual constant growth of recurring revenue for the Global Technology and Operations segment was 10%. The filing says the correct figure is 12%. The amendment replaces Exhibit 99.1 with a revised presentation.

  2. How did Broadridge perform in its second quarter of fiscal 2024?

    Recurring revenues were $899 million, up 7% from $840 million. Total revenues were $1,405 million, up 9%. GAAP operating income was $124 million, up 15%. Diluted EPS was $0.59, up from $0.48. Adjusted EPS was $0.92, compared with $0.91, and constant-currency recurring revenue growth was 6%.

  3. What guidance and long-term objectives did Broadridge reaffirm?

    For fiscal 2024, the company reaffirmed 6-9% recurring revenue growth in constant currency, 8-12% adjusted EPS growth, and roughly 20% adjusted operating income margin. For fiscal 2024-2026, it reiterated objectives of 7-9% recurring revenue growth in constant currency, 5-8% organic recurring revenue growth, 50+ basis points of annual adjusted operating income margin expansion, and 8-12% adjusted EPS growth.

  4. How is Broadridge returning capital to shareholders?

    The presentation lists dividends and share repurchases as capital return priorities, alongside internal investment and tuck-in M&A. It shows a fiscal 2024 annual dividend amount of $3.20, subject to Board declaration, and estimated year-to-date fiscal 2024 dividends of $180 million and open market share repurchases of $150 million.

  5. What risks does the filing identify?

    The forward-looking statements cite changes in laws and regulations, reliance on a relatively small number of clients, cybersecurity attacks, declines in securities market activity, failures of key service providers, system disruptions, overall market and geopolitical conditions, competition, the ability to retain key personnel, and the impact of acquisitions and divestitures. The filing refers investors to the risk factors in the fiscal 2023 Form 10-K.

04—Continue

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