Delaware
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1-3579
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06-0495050
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common Stock, $1 par value per share
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PBI
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New York Stock Exchange |
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6.70% Notes due 2043 |
PBI.PRB |
New York Stock Exchange |
ITEM 2.02. |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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Press Release of Pitney Bowes Inc., dated August 8, 2024
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104
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The cover page Pitney Bowes Inc.’s Current Report on Form 8-K, formatted in Inline XBRL
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Pitney Bowes Inc.
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By:
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/s/ Lance Rosenzweig
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Name: Lance Rosenzweig
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Date: August 8, 2024
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Title: Interim Chief Executive Officer
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Press Release
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• |
Revenue was $793 million, up 2% year-over-year
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GAAP EPS was a loss of $0.14, including restructuring charges of $0.14
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Adjusted EPS was $0.03, an improvement of $0.05 over prior year
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• |
Net loss of $25 million versus $142 million in prior year
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Adjusted EBIT was $46 million, up 43% versus prior year
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GAAP cash from operating activities was $93 million
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Free Cash Flow was $83 million, an improvement of $94 million year-over-year
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GEC Exit: After conducting a comprehensive strategic review
that was supported by independent legal and financial advisors, Pitney Bowes’ Board of Directors ("the Board") determined the optimal path to maximizing value for the
Company was to support the decision of the independent fiduciaries of the entities representing a substantial majority of the GEC segment to sell a majority interest in these entities to an affiliate of Hilco Global ("Hilco"). This sale of the controlling interest occurred on August 8, 2024. Hilco intends to conduct an orderly liquidation of these entities (the "GEC Entities")`through a
Chapter 11 process, which commenced with a bankruptcy filing on August 8, 2024. This path was determined to be in the best interest of the Company and the GEC Entities after an extensive review process. Notably, the GEC
segment had been struggling to achieve profitability over the past several years in the face of macroeconomic and industry headwinds.
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Cost Rationalization: As previously announced, the Company
has identified and implemented approximately $70 million in annualized cost reductions since late May, including cost cuts at the corporate level as well as within SendTech and Presort. These cost reductions were in addition to
anticipated savings that the Company estimates it will realize once it has exited the GEC segment. The Company reiterates its target of a total of $120 million to $160 million in annual savings related to its cost reduction initiatives.
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• |
Cash Optimization: Pitney Bowes’ cash optimization
initiatives are already underway, beginning with the reduction of spending across the Company, which will be a direct benefit to free cash flow. The Company has repatriated $100 million of international cash and freed up approximately $40
million of cash from Pitney Bowes Bank year-to- date. The Company expects to repatriate an additional $25 million of overseas cash during the second half of the year and has also implemented a global cash pooling structure, which will
enable it to maintain lower levels of cash in international jurisdictions moving forward. The Company now estimates it will be able to reduce go-forward cash needs by $240 million, increased from its initial goal of $200 million.
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Balance Sheet Deleveraging: The Company believes that
exiting GEC, reducing non- essential expenses and optimizing cash positions will allow Pitney Bowes to materially accelerate its deleveraging. As the Company continues to execute on its
strategic initiatives, Company leadership plans to prioritize the elimination of high-cost debt and focus on enhancing the Company’s credit rating.
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Due to the significant changes occurring at Pitney Bowes, slide 19 of the Q2 investor presentation on the Company's IR website includes an illustrative EBIT
bridge to highlight what the Board and management believe to be the Company's strong underlying earnings potential after exiting the GEC Entities and executing on in-progress cost reduction initiatives. The presented illustrative EBIT
(based on the Company's EBIT for the 12 months ended June 30, 2024) is $481 million after deducting the GEC segment losses (a substantial majority of which are attributable to the GEC Entities) from the trailing 12 months and assuming
the midpoint of an estimated $120 million to $160 million in cuts resulting from cost reduction initiatives. Please note that this is a non-GAAP number and has been provided solely for the purpose of illustrating the earnings potential
associated with the Company's current initiatives, and it is not a forecast of any future earnings period. We have not reconciled the illustrative EBIT bridge to its corresponding GAAP measure due to the high variability and difficulty
in making accurate forecasts and projections of its components. Accordingly, a reconciliation of illustrative EBIT is not available without unreasonable effort.
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Second Quarter | |||||||
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2024 |
2023
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||||||
GAAP EPS
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$
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(0.14
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)
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$
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(0.81
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)
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Restructuring Charges (1)
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$
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0.14
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$
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0.09
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CEO & Board Transition (2)
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$
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0.01
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-
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Strategic Review Costs (3)
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$
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0.02
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-
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Foreign Currency Gain on Intercompany Loans
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$
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(0.00
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)
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-
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Gain on Debt Redemption
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-
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$
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(0.00
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)
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Proxy Solicitation Fees
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-
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$
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0.02
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Goodwill Impairment
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-
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$
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0.67
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Adjusted EPS
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$
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0.03
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$
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(0.02
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)
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Second Quarter | ||||||||||||
($ millions)
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2024
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2023
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% Change Reported
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|||||||||
Revenue
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$
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320
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$
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328
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(2
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%)
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||||||
Adjusted Segment EBITDA
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$
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111
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$
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106
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4
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%
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||||||
Adjusted Segment EBIT
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$
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101
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$
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97
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4
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%
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Second Quarter | ||||||||||||
($ millions)
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2024
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2023
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% Change Reported
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|||||||||
Revenue
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$
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147
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$
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143
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3
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%
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||||||
Adjusted Segment EBITDA
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$
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36
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$
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29
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25
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%
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||||||
Adjusted Segment EBIT
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$
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27
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$
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20
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32
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%
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Second Quarter | ||||||||||||
($ millions)
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2024
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2023
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% Change Reported
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|||||||||
Revenue
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$
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326
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$
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305
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7
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%
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||||||
Adjusted Segment EBITDA
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$
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(17
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)
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$
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(23
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)
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26
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%
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Adjusted Segment EBIT
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$
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(31
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)
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$
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(37
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)
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17
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%
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