Acuity Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 05:25

Quarterly Report for Quarter Ending May 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The purpose of this discussion and analysis is to enhance the understanding and evaluation of the results of operations, financial position, cash flows, indebtedness, and other key financial information of Acuity Inc. (referred to herein as "we," "our," "us," the "Company," or similar references) and its subsidiaries as of May 31, 2026 and for the three and nine months ended May 31, 2026 and May 31, 2025. The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included within this report. Also, please refer to Acuity Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on October 27, 2025 ("Form 10-K").
Overview
Company
We are a market-leading industrial technology company. We use technology to solve problems in spaces, light, and more things to come. Through our two business segments, Acuity Brands Lighting ("ABL") and Acuity Intelligent Spaces ("AIS"), we design, manufacture, and bring to market products and services that make a valuable difference in people's lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, and an audio, video, and control platform. We focus on customer outcomes and drive growth and productivity to increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.
Both ABL and AIS exhibit some seasonality, with net sales being affected by business days, weather and seasonal demand on construction and installation programs, particularly during the winter months, and the annual budget cycles of major customers. Historically, with certain exceptions, we have experienced our highest sales in the last two quarters of each fiscal year due to these factors.
Financial Condition, Capital Resources, and Liquidity
We have numerous sources of capital, including cash on hand and cash flows generated from operations, as well as various sources of financing. Our ability to generate sufficient cash flows from operations or to access certain capital markets, including banks, is necessary to meet our capital allocation priorities, which are to invest in our current business for growth, to invest in mergers and acquisitions, to pay a dividend, and to make share repurchases. Sufficient cash flow generation is also critical to fund our operations in the short and long term and to maintain compliance with covenants contained in our financing agreements.
Our significant contractual cash requirements primarily include principal and interest on outstanding debt, accounts payable, accrued employee compensation, operating lease liabilities, and certain purchase obligations incurred in the ordinary course of business that are enforceable and legally binding. Our obligations related to these items are described further within Management's Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report filed on Form 10-K. Refer to Financing Arrangements below for a discussion of significant changes to our contractual obligations for the first nine months of fiscal 2026.
We believe that we will be able to meet our liquidity needs over the next 12 months based on our cash on hand, current projections of cash flows from operations, borrowing availability under financing arrangements, and current access to capital markets. Additionally, we believe that our cash flows from operations and sources of funding, including, but not limited to, future borrowings and borrowing capacity, will sufficiently support our long-term liquidity needs. In the event of a sustained market deterioration, we may need additional capital, which would require us to evaluate available alternatives and take appropriate actions.
Cash
Our cash position at May 31, 2026 was $411.9 million, a decrease of $10.6 million from August 31, 2025. Cash generated from operating activities and cash on hand were used during the current fiscal year to voluntarily repay borrowings as well as to fund our capital allocation priorities as discussed below.
We generated $520.2 million of cash flows from operating activities during the nine months ended May 31, 2026, compared to $398.9 million in the prior-year period, an increase of $121.3 million. Cash flows from operations increased due primarily to higher profit and lower income tax payments.
Financing Arrangements
See the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for discussion of the terms of our various financing arrangements, including the 2.150% senior unsecured notes due December 15, 2030 (the "Unsecured Notes"), and the terms of our five-year credit agreement ("Credit Agreement") entered into during the period set to expire May 8, 2031.
At May 31, 2026, our outstanding debt balance was $697.3 million, which consisted of our Unsecured Notes and borrowings on our revolving credit facility under the Credit Agreement, compared to our cash position of $411.9 million. We were in compliance with all covenants under our financing arrangements as of May 31, 2026.
The Unsecured Notes were issued by Acuity Brands Lighting, Inc., a wholly-owned subsidiary of Acuity Inc. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Inc. and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Inc. The following tables present summarized financial information for Acuity Inc., Acuity Brands Lighting, Inc., and ABL IP Holding LLC on a combined basis after the elimination of all intercompany balances and transactions between the combined group as well as any investments in non-guarantors as of the dates and during the period presented (in millions):
Summarized Balance Sheet Information May 31, 2026 August 31, 2025
Current assets $ 952.9 $ 1,068.2
Amounts due from non-guarantor affiliates - 303.5
Non-current assets 1,317.2 1,369.4
Current liabilities 541.6 604.0
Amounts due to non-guarantor affiliates 50.1 -
Non-current liabilities 927.7 1,138.4
Summarized Income Statement Information Nine Months Ended May 31, 2026
Net sales $ 2,459.7
Gross profit 1,083.2
Net income 248.7
During the first nine months of fiscal 2026, we voluntarily repaid $200.0 million of our outstanding obligation on our term loan facility ("Term Loan Facility"). Additionally, we repaid the remaining $200.0 million obligation on the Term Loan Facility with borrowings under the revolving credit facility under the Credit Agreement entered into on May 8, 2026. As of May 31, 2026, we had $200.0 million in remaining borrowings outstanding under revolving credit facility under the Credit Agreement.
At May 31, 2026, we had additional borrowing capacity under the Credit Agreement of $592.8 million under the most restrictive covenant in effect at the time, which represents the full amount of borrowing capacity under the Credit Agreement of $800.0 million less outstanding borrowings of $200.0 million and letters of credit of $7.2 million, primarily for securing collateral requirements under our casualty insurance policies. As of May 31, 2026, our cash on hand combined with the additional borrowing capacity under the new Credit Agreement totaled $1.0 billion.
Capital Allocation Priorities
Our capital allocation priorities are to invest in our current business for growth, to invest in mergers and acquisitions, to pay a dividend, and to make share repurchases.
Investments in Current Business for Growth
We invested $58.5 million and $43.6 million in property, plant, and equipment during the nine months ended May 31, 2026 and May 31, 2025, respectively. We invested primarily in new and enhanced information technology, equipment, tooling, and facility improvements in fiscal 2026.
Strategic Acquisitions, Investments, and Divestitures
We seek opportunities to strategically expand and enhance our portfolio of solutions.
QSC, LLC
On January 1, 2025, we acquired all of the equity interests of QSC, LLC ("QSC"), a leader in the design,
engineering, and manufacturing of audio, video, and control solutions and services, for $1.2 billion. This acquisition expanded AIS into a cloud-manageable audio, video, and control platform that includes controls, sensors, and software with broad applications across multiple end-markets including education, commercial, hospitality, government, healthcare, and transportation. We funded the transaction using cash on hand and proceeds from our Term Loan Facility. The operating results, assets, liabilities, and cash flows of QSC have been included in our consolidated financial statements since the date of acquisition.
Please refer to the Acquisitions footnote of the Notes to Consolidated Financial Statements for more information.
Dividends
We paid dividends on our common stock of $17.7 million ($0.57 per share) and $15.3 million ($0.49 per share) during the nine months ended May 31, 2026 and May 31, 2025, respectively. All decisions regarding the declaration and payment of dividends are at the discretion of the Board of Directors (the "Board") and are evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors the Board deems relevant.
Share Repurchases
During the first nine months of fiscal 2026 and 2025, we repurchased approximately 0.7 million shares and 0.3 million shares of our outstanding common stock for $232.7 million and $90.0 million, respectively.
Total cash outflows for share repurchases during the nine months ended May 31, 2026 and May 31, 2025 were $229.9 million and $91.3 million, respectively.
We expect to repurchase shares on an opportunistic basis subject to various factors including stock price, Company performance, market conditions, and other possible uses of cash. As of May 31, 2026, 2.6 million shares remained available within the program to repurchase.
Results of Operations
Third Quarter of Fiscal 2026 Compared with Third Quarter of Fiscal 2025
The following table sets forth information comparing the components of net income for the three months ended May 31, 2026 and May 31, 2025 (in millions except per-share data):
Three Months Ended
May 31, 2026 May 31, 2025 Increase (Decrease) Percent Change
Net sales $ 1,198.0 $ 1,178.6 $ 19.4 1.6 %
Cost of products sold(1)
591.6 608.4 (16.8) (2.8) %
Gross profit 606.4 570.2 36.2 6.3 %
Percent of net sales 50.6 % 48.4 % 220 bps
Selling, distribution, and administrative expenses(2)
413.1 400.7 12.4 3.1 %
Special charges - 29.7 (29.7) NM
Operating profit 193.3 139.8 53.5 38.3 %
Percent of net sales 16.1 % 11.9 % 420 bps
Other expense (income):
Interest expense, net 6.1 12.1 (6.0) NM
Miscellaneous expense, net 2.0 2.3 (0.3) NM
Total other expense 8.1 14.4 (6.3) NM
Income before income taxes 185.2 125.4 59.8 47.7 %
Percent of net sales 15.5 % 10.6 % 490 bps
Income tax expense 44.2 27.0 17.2 63.7 %
Effective tax rate 23.9 % 21.5 %
Net income $ 141.0 $ 98.4 $ 42.6 43.3 %
Diluted earnings per share $ 4.56 $ 3.12 $ 1.44 46.2 %
NM - not meaningful
____________________________________
(1) Fiscal 2025 includes $19.2 million in acquisition date fair value adjustments to inventory for the QSC acquisition.
(2) Fiscal 2025 includes $2.5 million in acquisition-related costs.
Net Sales
Net sales for the third quarter of fiscal 2026 increased $19.4 million, or 1.6%, to $1.20 billion, compared with $1.18 billion in the prior-year period due primarily to an increase in net sales in our AIS segment, partially offset by a decrease in net sales in our ABL segment.
Gross Profit
Gross profit for the third quarter of fiscal 2026 was $606.4 million (50.6% of net sales), compared with $570.2 million (48.4% of net sales) for the prior-year period, an increase of $36.2 million, or 6.3%. This increase was due primarily to the fall through of higher net sales of our Distech and QSC products as well as acquisition date fair value adjustments to QSC's inventory in fiscal 2025 that did not recur in fiscal 2026. The improvement at AIS was partially offset by lower gross profit at ABL.
Operating Profit
Selling, distribution, and administrative expenses ("SD&A") expenses for the third quarter of fiscal 2026 were $413.1 million, compared with $400.7 million in the prior-year period, an increase of $12.4 million, or 3.1%. The increase in SD&A expenses was due primarily to higher employee-related costs.
There were no special charges for the three months ended May 31, 2026. Special charges within our ABL segment for the three months ended May 31, 2025 were $29.7 million, which consisted primarily of impairments of long lived assets as well as employee severance costs related to productivity initiatives.
Operating profit for the third quarter of fiscal 2026 was $193.3 million (16.1% of net sales), compared with $139.8 million (11.9% of net sales) for the prior-year period, an increase of $53.5 million, or 38.3%. The increase in operating profit was due to higher gross profit and a decrease in special charges, partially offset by higher SD&A expenses.
Interest Expense, net
We reported net interest expense of $6.1 million and $12.1 million for the third quarter of fiscal 2026 and 2025, respectively. Net interest expense decreased year over year primarily due to a decline in interest expense from lower outstanding borrowings during the third quarter of fiscal 2026.
Miscellaneous Expense, net
Miscellaneous expense, net consists of non-service components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses. We reported net miscellaneous expense of $2.0 million and $2.3 million for the third quarter of fiscal 2026 and 2025, respectively.
Income Taxes and Net Income
Our effective income tax rate was 23.9% and 21.5% for the third quarter of fiscal 2026 and 2025, respectively. This increase primarily reflects favorable discrete items recognized in the third quarter of fiscal 2025 that did not recur in the current year.
Net income for the third quarter of fiscal 2026 increased $42.6 million, or 43.3%, to $141.0 million, from $98.4 million reported for the prior-year period. This increase was due primarily to higher operating profit and lower interest expense, partially offset by higher income tax expense associated with the increase in profit. Diluted earnings per share for the third quarter of fiscal 2026 increased $1.44, or 46.2%, to $4.56 compared with diluted earnings per share of $3.12 for the prior-year period. This increase reflects higher net income as well as lower outstanding diluted shares.
Segment Results
The following table sets forth information comparing the operating results of our segments, ABL and AIS, for the three months ended May 31, 2026 and May 31, 2025 (in millions):
Three Months Ended
May 31, 2026 May 31, 2025 Increase (Decrease) Percent Change
ABL:
Net sales $ 905.2 $ 923.2 $ (18.0) (1.9) %
Gross profit 423.4 430.4 (7.0) (1.6) %
Percent of net sales 46.8 % 46.6 % 20 bps
Operating profit 160.6 134.0 26.6 19.9 %
Percent of net sales 17.7 % 14.5 % 320 bps
AIS:
Net sales $ 303.5 $ 264.1 $ 39.4 14.9 %
Gross profit 183.0 139.8 43.2 30.9 %
Percent of net sales 60.3 % 52.9 % 740 bps
Operating profit 56.5 27.4 $ 29.1 106.2 %
Percent of net sales 18.6 % 10.4 % 820 bps
ABL net sales for the third quarter of fiscal 2026 decreased 1.9% compared with the prior-year period. This decrease was due primarily to lower net sales within the direct sales network, due in part to lower project business, partially offset by higher net sales within the corporate accounts channel.
ABL gross profit was $423.4 million (46.8% of ABL net sales) for the third quarter of fiscal 2026, compared with $430.4 million (46.6% of ABL net sales) in the prior-year period, a decrease of $7.0 million. The decrease in gross
profit was due primarily to the fall through of lower net sales as well as higher labor, tariff, and overhead costs, partially offset by lower material and quality costs.
ABL operating profit was $160.6 million (17.7% of ABL net sales) for the third quarter of fiscal 2026, compared with $134.0 million (14.5% of ABL net sales) in the prior-year period, an increase of $26.6 million. The increase in operating profit was due primarily to special charges in fiscal 2025, which did not recur in fiscal 2026, as well as lower sales-related costs, partially offset by lower gross profit.
AIS net sales for the third quarter of fiscal 2026 increased 14.9% compared with the prior-year period. The increase was due primarily to higher sales of Distech and QSC products.
AIS gross profit was $183.0 million (60.3% of AIS net sales) for the third quarter of fiscal 2026, compared with $139.8 million (52.9% of AIS net sales) in the prior-year period, an increase of $43.2 million. The increase in gross profit was due primarily to fall through of higher Distech and QSC net sales. The third quarter of fiscal 2025 also included $19.2 million in pre-tax nonrecurring acquisition date fair value adjustments to inventory related to the acquisition of QSC, which did not recur in fiscal 2026.
AIS operating profit was $56.5 million (18.6% of AIS net sales) for the third quarter of fiscal 2026, compared with $27.4 million (10.4% of AIS net sales) in the prior-year period, an increase of $29.1 million. This increase in operating profit was due primarily to higher gross profit, partially offset by higher employee-related costs as well as higher amortization from acquired intangibles.
First Nine Months of Fiscal 2026 Compared with First Nine Months of Fiscal 2025
The following table sets forth information comparing the components of net income for the nine months ended May 31, 2026 and May 31, 2025 (in millions except per share data):
Nine Months Ended
May 31, 2026 May 31, 2025 Increase (Decrease) Percent Change
Net sales $ 3,397.4 $ 3,136.5 $ 260.9 8.3 %
Cost of products sold(1)
1,716.8 1,649.0 67.8 4.1 %
Gross profit 1,680.6 1,487.5 193.1 13.0 %
Percent of net sales 49.5 % 47.4 % 210 bps
Selling, distribution, and administrative expenses(2)
1,188.0 1,074.5 113.5 10.6 %
Special charges 5.9 29.7 (23.8) NM
Operating profit 486.7 383.3 103.4 27.0 %
Percent of net sales 14.3 % 12.2 % 210 bps
Other expense:
Interest expense, net 21.5 15.0 6.5 NM
Miscellaneous expense, net 4.5 5.8 (1.3) NM
Total other expense 26.0 20.8 5.2 NM
Income before income taxes 460.7 362.5 98.2 27.1 %
Percent of net sales 13.6 % 11.6 % 200 bps
Income tax expense 102.4 79.9 22.5 28.2 %
Effective tax rate 22.2 % 22.0 %
Net income $ 358.3 $ 282.6 $ 75.7 26.8 %
Diluted earnings per share $ 11.45 $ 8.92 $ 2.53 28.4 %
NM - not meaningful
____________________________________
(1) Fiscal 2025 includes $29.6 million in pre-tax nonrecurring acquisition date fair value adjustments to inventory related to the acquisition of QSC.
(2) Fiscal 2025 includes $21.2 million in acquisition-related costs.
Net Sales
Net sales for the nine months ended May 31, 2026 increased $260.9 million, or 8.3%, to $3.40 billion compared with $3.14 billion in the prior-year due to higher sales in our AIS segment, partially offset by lower sales in our ABL segment. The increase in our AIS segment was driven by the acquisition of QSC, as well higher net sales of our Distech products.
Gross Profit
Gross profit for the nine months ended May 31, 2026 increased $193.1 million, or 13.0%, to $1.68 billion compared with $1.49 billion in the prior-year period. This increase was due primarily to contributions from the QSC acquisition as well as the fall through of higher net sales of our Distech products. The improvement at AIS was partially offset by lower gross profit at ABL.
Operating Profit
SD&A expenses for the nine months ended May 31, 2026 were $1.19 billion compared with $1.07 billion in the prior-year period, an increase of $113.5 million, or 10.6%. The increase in SD&A expenses was due primarily to amounts related to the QSC acquisition, including higher employee-related costs and higher amortization from acquired intangibles, partially offset by acquisition-related professional fees that did not recur in fiscal 2026.
Special charges for the nine months ended May 31, 2026 were $5.9 million, which consisted of employee severance costs related to productivity improvements in our ABL segment. These charges primarily related to labor cost reductions. Special charges for the nine months ended May 31, 2025 were $29.7 million, which consisted primarily of impairments of long lived assets as well as employee severance costs related to productivity initiatives. These amounts were recorded within our ABL segment.
Operating profit for the nine months ended May 31, 2026 was $486.7 million (14.3% of net sales) compared with $383.3 million (12.2% of net sales) for the prior-year period, an increase of $103.4 million, or 27.0%. The increase in operating profit was due to higher gross profit and lower special charges, partially offset by higher SD&A expenses.
Interest Expense, net
We reported net interest expense of $21.5 million and $15.0 million for the nine months ended May 31, 2026 and May 31, 2025, respectively. Net interest expense increased year over year as lower interest income was partially offset by a decline in interest expense. These changes reflect both lower outstanding cash balances as well as lower outstanding borrowings during the first nine months of fiscal 2026.
Miscellaneous Expense, net
Miscellaneous expense, net consists of non-service components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses.
We reported net miscellaneous expense of $4.5 million for the nine months ended May 31, 2026 and $5.8 million for the nine months ended May 31, 2025.
Income Taxes and Net Income
Our effective income tax rate was 22.2% and 22.0% for the nine months ended May 31, 2026 and May 31, 2025, respectively.
Net income for the first nine months of fiscal 2026 increased $75.7 million, or 26.8%, to $358.3 million from $282.6 million reported for the prior-year period. This increase was due primarily to higher operating profit, partially offset by higher net interest expense and income tax expense associated with the increase in profit. Diluted earnings per share for the nine months ended May 31, 2026 increased $2.53 to $11.45 compared with diluted earnings per share of $8.92 for the prior-year period. This increase reflects higher net income as well as lower outstanding diluted shares.
Segment Results
The following table sets forth information comparing the operating results of our segments, ABL and AIS, for the nine months ended May 31, 2026 and May 31, 2025 (in millions):
Nine Months Ended
May 31, 2026 May 31, 2025 Increase (Decrease) Percent Change
ABL:
Net sales $ 2,617.7 $ 2,649.8 $ (32.1) (1.2) %
Gross profit 1,197.8 1,214.8 (17.0) (1.4) %
Percent of net sales 45.8 % 45.8 % - bps
Operating profit 434.7 407.6 27.1 6.6 %
Percent of net sales 16.6 % 15.4 % 120 bps
AIS:
Net sales $ 809.0 $ 509.1 $ 299.9 58.9 %
Gross profit 482.8 272.7 210.1 77.0 %
Percent of net sales 59.7 % 53.6 % 610 bps
Operating profit 121.8 48.1 73.7 153.2 %
Percent of net sales 15.1 % 9.4 % 570 bps
ABL net sales for the nine months ended May 31, 2026 decreased 1.2% compared with the prior-year period. This decrease was due primarily to lower net sales within the direct sales network, due in part to lower project business, partially offset by higher sales within the independent sales network and the corporate accounts channel.
ABL gross profit for the nine months ended May 31, 2026 was $1.20 billion (45.8% of ABL net sales), compared with $1.21 billion (45.8% of ABL net sales) in the prior-year period, a decrease of $17.0 million. The decrease in gross profit was due primarily to the fall through of lower net sales and higher tariff costs, partially offset by product and productivity improvements.
ABL operating profit for the nine months ended May 31, 2026 was $434.7 million (16.6% of ABL net sales), compared with $407.6 million (15.4% of ABL net sales) in the prior-year period, an increase of $27.1 million. The increase in operating profit was due primarily to lower special charges and sales-related costs, which more than offset the decline in gross profit.
AIS net sales for the nine months ended May 31, 2026 increased 58.9% compared with the prior-year period. The increase in sales is attributed primarily to the acquisition of QSC as well as higher net sales of Distech products.
AIS gross profit for the nine months ended May 31, 2026 was $482.8 million (59.7% of AIS net sales), compared with $272.7 million (53.6% of AIS net sales) in the prior-year period, an increase of $210.1 million. The increase in gross profit was due primarily to the acquisition of QSC as well as the fall through of higher Distech net sales. The nine months ended May 31, 2025, also included $19.2 million in pre-tax nonrecurring acquisition date fair value adjustments to inventory related to the acquisition of QSC, which did not recur in fiscal 2026.
AIS operating profit for the nine months ended May 31, 2026 was $121.8 million (15.1% of AIS net sales), compared with $48.1 million (9.4% of AIS net sales) in the prior-year period, an increase of $73.7 million. This increase primarily reflects higher operating profit from the QSC acquisition as well as increased profit from Distech's higher net sales. AIS's operating results also include higher amortization from acquired intangibles as well as the impact of fair value adjustments to inventory that occurred in the prior year, both of which related to the QSC acquisition.
Critical Accounting Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations addresses the financial condition and results of operations as reflected in our Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). As discussed in the Description of Business and Basis of Presentation footnote of the Notes to Consolidated Financial Statements, the preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition; inventory valuation; business combinations; and goodwill and indefinite-lived intangible assets. We base our estimates and judgments on our substantial historical experience and other relevant factors, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. We discuss the development of critical accounting estimates with the Audit Committee of the Board of Directors on a recurring basis.
There have been no material changes in our critical accounting estimates during the current period. For a detailed discussion of other significant accounting policies that may involve a higher degree of judgment, refer to our Form 10-K.
Cautionary Statement Regarding Forward-Looking Statements and Information
This filing contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include, but are not limited to, statements that describe or relate to the Company's plans, initiatives, projections, vision, goals, targets, commitments, expectations, objectives, prospects, strategies, or financial outlook, and the assumptions underlying or relating thereto. In some cases, we may use words such as "expect," "believe," "intend," "anticipate," "estimate," "forecast," "indicate," "project," "predict," "plan," "may," "will," "could," "should," "would," "potential," and words of similar meaning, as well as other words or expressions referencing future events, conditions, or circumstances, to identify forward-looking statements. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Forward-looking statements are not guarantees of future performance. Our forward-looking statements are based on our current beliefs, expectations, and assumptions, which may not prove to be accurate, and are subject to known and unknown risks and uncertainties, assumptions, and other important factors, many of which are outside of our control and any of which could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties are discussed in our filings with the U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K (including, but not limited to, the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations"), quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. This quarterly report is not comprehensive, and for that reason, should be read in conjunction with such filings. You are cautioned not to place undue reliance on any forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this quarterly report or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, or otherwise.
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