PITNEY BOWES INC DE
For the period ended Sep 30, 2024. Filed Nov 8, 2024.
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Sep 30, 2024 · Filed Nov 8, 2024
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Notes to Condensed Consolidated Financial Statements
- Description of Business and Basis of Presentation
Description of Business
Pitney Bowes Inc. (we, us, our, or the company) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world - including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In addition, the December 31, 2023 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In management's opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024. These statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report to Stockholders on Form 10-K for the year ended December 31, 2023 (2023 Annual Report).
In the third quarter of 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Global Ecommerce reporting segment. As a result, certain revenues, expenses, assets and liabilities are now reported as discontinued operations in our Condensed Consolidated Financial Statements. Amounts of the former Global Ecommerce segment that did not qualify for discontinued operations treatment primarily relate to operations that were dissolved or sold, shared services functions that are expected to wind-down by the end of 2024 and a cross-border services contract. Prior periods have been recast to conform to the current period presentation. For segment reporting purposes, the remaining portion of Global Ecommerce in continuing operations is now reported as "Other." See Note 4 for further information
Effective January 1, 2024, we moved the digital delivery services offering from the former Global Ecommerce segment to the SendTech Solutions segment in order to leverage our technology and innovation capabilities to better serve our clients. Prior periods have been recast to conform to the current segment presentation.
During the first quarter of 2024, the Company identified an error and recorded an out of period adjustment of $5 million to correct the understatement of revenue in prior periods, of which $4 million originated in 2020 and prior. The impact of the adjustment is not material to the consolidated financial statements for any interim or annual periods prior to 2024 and is not expected to be material to the 2024 annual period.
Accounting Pronouncements Adopted in 2024
Effective January 1, 2024, we adopted ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The adoption of this standard did not have an impact on our consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact this standard will have on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional income tax disclosures, including the rate reconciliation and taxes paid. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and information used to assess segment performance. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We will adopt this standard effective for the year ended December 31, 2024.
- Revenue
Disaggregated Revenue
The following tables disaggregate our revenue by source and timing of recognition:
| Three Months Ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| SendTech Solutions | Presort Services | Other | Revenue from products and services | Revenue from leasing transactions and financing | Total consolidated revenue | |
| Major products/service lines | ||||||
| Business services | $35,091 | $166,367 | $20,333 | $221,791 | $— | $221,791 |
| Support services | 90,956 | — | — | 90,956 | — | 90,956 |
| Financing | — | — | — | — | 68,614 | 68,614 |
| Equipment sales | 19,852 | — | — | 19,852 | 46,566 | 66,418 |
| Supplies | 35,428 | — | — | 35,428 | — | 35,428 |
| Rentals | — | — | — | — | 16,256 | 16,256 |
| Subtotal | 181,327 | 166,367 | 20,333 | 368,027 | $131,436 | $499,463 |
| Revenue from leasing transactions and financing | 131,436 | — | — | 131,436 | ||
| Total revenue | $312,763 | $166,367 | $20,333 | $499,463 | ||
| Timing of revenue recognition from products and services | ||||||
| Products/services transferred at a point in time | $69,631 | $— | $— | $69,631 | ||
| Products/services transferred over time | 111,696 | 166,367 | 20,333 | 298,396 | ||
| Total | $181,327 | $166,367 | $20,333 | $368,027 | ||
| Three Months Ended September 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| SendTech Solutions | Presort Services | Other | Revenue from products and services | Revenue from leasing transactions and financing | Total consolidated revenue | |
| Major products/service lines | ||||||
| Business services | $27,277 | $152,451 | $23,541 | $203,269 | $— | $203,269 |
| Support services | 101,855 | — | — | 101,855 | — | 101,855 |
| Financing | — | — | — | — | 68,572 | 68,572 |
| Equipment sales | 18,353 | — | — | 18,353 | 58,352 | 76,705 |
| Supplies | 35,695 | — | — | 35,695 | — | 35,695 |
| Rentals | — | — | — | — | 16,937 | 16,937 |
| Subtotal | 183,180 | 152,451 | 23,541 | 359,172 | $143,861 | $503,033 |
| Revenue from leasing transactions and financing | 143,861 | — | — | 143,861 | ||
| Total revenue | $327,041 | $152,451 | $23,541 | $503,033 | ||
| Timing of revenue recognition from products and services | ||||||
| Products/services transferred at a point in time | $71,634 | $— | $— | $71,634 | ||
| Products/services transferred over time | 111,546 | 152,451 | 23,541 | 287,538 | ||
| Total | $183,180 | $152,451 | $23,541 | $359,172 | ||
| Nine Months Ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| SendTech Solutions | Presort Services | Other | Revenue from products and services | Revenue from leasing transactions and financing | Total consolidated revenue | |
| Major products/service lines | ||||||
| Business services | $101,267 | $483,032 | $67,090 | $651,389 | $— | $651,389 |
| Support services | 281,301 | — | — | 281,301 | — | 281,301 |
| Financing | — | — | — | — | 203,816 | 203,816 |
| Equipment sales | 65,517 | — | — | 65,517 | 151,057 | 216,574 |
| Supplies | 107,658 | — | — | 107,658 | — | 107,658 |
| Rentals | — | — | — | — | 49,739 | 49,739 |
| Subtotal | 555,743 | 483,032 | 67,090 | 1,105,865 | $404,612 | $1,510,477 |
| Revenue from leasing transactions and financing | 404,612 | — | — | 404,612 | ||
| Total revenue | $960,355 | $483,032 | $67,090 | $1,510,477 | ||
| Timing of revenue recognition from products and services | ||||||
| Products/services transferred at a point in time | $217,790 | $— | $— | $217,790 | ||
| Products/services transferred over time | 337,953 | 483,032 | 67,090 | 888,075 | ||
| Total | $555,743 | $483,032 | $67,090 | $1,105,865 | ||
| Nine Months Ended September 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| SendTech Solutions | Presort Services | Other | Revenue from products and services | Revenue from leasing transactions and financing | Total consolidated revenue | |
| Major products/service lines | ||||||
| Business services | $76,566 | $454,460 | $107,688 | $638,714 | $— | $638,714 |
| Support services | 310,454 | — | — | 310,454 | — | 310,454 |
| Financing | — | — | — | — | 202,323 | 202,323 |
| Equipment sales | 57,408 | — | — | 57,408 | 181,358 | 238,766 |
| Supplies | 111,035 | — | — | 111,035 | — | 111,035 |
| Rentals | — | — | — | — | 51,217 | 51,217 |
| Subtotal | 555,463 | 454,460 | 107,688 | 1,117,611 | $434,898 | $1,552,509 |
| Revenue from leasing transactions and financing | 434,898 | — | — | 434,898 | ||
| Total revenue | $990,361 | $454,460 | $107,688 | $1,552,509 | ||
| Timing of revenue recognition from products and services | ||||||
| Products/services transferred at a point in time | $222,193 | $— | $— | $222,193 | ||
| Products/services transferred over time | 333,270 | 454,460 | 107,688 | 895,418 | ||
| Total | $555,463 | $454,460 | $107,688 | $1,117,611 | ||
Our performance obligations for revenue from products and services are as follows:
Business services includes mail processing services, shipping subscription solutions and cross-border solutions. Revenues for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Contract terms for these services initially range fromone tofive years and contain annual renewal options. Revenue for shipping subscription solutions is recognized ratably over the contract period as the client obtains equal benefit from these services through the period.
Support services includes providing maintenance, professional and subscription services for our equipment and digital mailing and shipping technology solutions. Contract terms range fromone tofive years. Revenue for maintenance and subscription services is recognized ratably over the contract period and revenue for professional services is recognized when services are provided.
Equipment sales includes the sale of mailing and shipping equipment, excluding sales-type leases. We recognize revenue upon delivery for self-install equipment and upon acceptance or installation for other equipment. We provide a warranty that the equipment is free of defects and meets stated specifications. The warranty is not considered a separate performance obligation.
Supplies includes revenue from the sale of supplies for our mailing equipment and is recognized upon delivery.
Revenue from leasing transactions and financing includes revenue from sales-type and operating leases, finance income, late fees and investment income, gains and losses at the Pitney Bowes Bank (the Bank).
Advance Billings from Contracts with Customers
| Balance sheet location | September 30, 2024 | December 31, 2023 | Increase/ (decrease) | |
|---|---|---|---|---|
| Advance billings, current | Advance billings | $67,398 | $69,295 | $(1,897) |
| Advance billings, noncurrent | Other noncurrent liabilities | $384 | $507 | $(123) |
Advance billings are recorded when cash payments are due in advance of our performance. Revenue is recognized ratably over the contract term. Items in advance billings primarily relate to support services on mailing equipment. Revenue recognized during the period includes $49 million of advance billings at the beginning of the period. Current advance billings shown above at both September 30, 2024 and December 31, 2023 does not include $7 million, from leasing transactions.
Future Performance Obligations
Future performance obligations primarily include maintenance and subscription services bundled with our leasing contracts. The transaction prices allocated to future performance obligations will be recognized as follows:
| Remainder of 2024 | 2025 | 2026-2029 | Total | |||
| SendTech Solutions | $65,826 | $235,546 | $404,978 | $706,350 |
|---|
The amounts above do not include revenue for performance obligations under contracts with terms less than 12 months or revenue for performance obligations where revenue is recognized based on the amount billable to the customer.
- Segment Information
Our reportable segments are SendTech Solutions and Presort Services. SendTech Solutions includes the revenue and related expenses from physical and digital shipping and mailing technology solutions, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats. Presort Services includes the revenue and related expenses from sortation services that qualify large volumes of First Class Mail, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Other operations includes the revenue and related expenses of our former Global Ecommerce reportable segment that did not qualify for discontinued operations treatment. These operations represent previous operations that were dissolved or sold, shared services functions that are expected to wind-down by the end of 2024 and a cross-border services contract.
Management reports adjusted segment earnings before interest and taxes (EBIT) as its measure of segment profitability. Adjusted segment EBIT is calculated as segment revenue less the related costs and expenses attributable to the segment. Segment expenses exclude general corporate expenses, restructuring charges, goodwill impairment charges, interest, taxes and other items not allocated to a particular business segment. Costs related to shared assets are allocated to the relevant segments. Management believes that adjusted segment EBIT provides investors a useful measure of operating performance and underlying trends of the business. Adjusted segment EBIT may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations. The following tables provide information about our reportable segments and a reconciliation of adjusted segment EBIT to income or loss from continuing operations before income taxes.
| Revenue | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| SendTech Solutions | $312,763 | $327,041 | $960,355 | $990,361 |
| Presort Services | 166,367 | 152,451 | 483,032 | 454,460 |
| Total segment revenue | 479,130 | 479,492 | 1,443,387 | 1,444,821 |
| Other | 20,333 | 23,541 | 67,090 | 107,688 |
| Total revenue | $499,463 | $503,033 | $1,510,477 | $1,552,509 |
| Adjusted Segment EBIT | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| SendTech Solutions | $104,228 | $99,220 | $306,473 | $291,705 |
| Presort Services | 46,179 | 29,124 | 113,556 | 76,458 |
| Total adjusted segment EBIT | 150,407 | 128,344 | 420,029 | 368,163 |
| Reconciliation of adjusted segment EBIT to net income or loss from continuing operations before income taxes: | ||||
| Other operations | (4,236) | (2,595) | (4,824) | (1,017) |
| Interest expense, net | (43,859) | (43,176) | (131,986) | (116,934) |
| Corporate expenses | (43,386) | (41,704) | (144,431) | (145,762) |
| Restructuring charges | (30,694) | (13,942) | (64,859) | (34,768) |
| Goodwill impairment | — | — | — | (43,209) |
| Proxy solicitation fees | — | — | — | (10,905) |
| (Loss) gain on debt refinancing | (2,142) | — | (2,142) | 3,064 |
| Foreign currency loss on intercompany loans | (18,831) | — | (13,481) | — |
| Charges in connection with Ecommerce Restructuring | (38,145) | — | (38,145) | — |
| Asset impairment | (10,000) | — | (10,000) | — |
| Strategic review costs | (2,994) | — | (14,291) | — |
| (Loss) income from continuing operations before income taxes | $(43,880) | $26,927 | $(4,130) | $18,632 |
- Discontinued Operations
On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind-down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the “Ecommerce Restructuring”.
In connection with the GEC Chapter 11 Cases, we entered into a Restructuring Support Agreement (the “RSA”) with the Ecommerce Debtors. The RSA provides for, among other things, an orderly wind-down of the Ecommerce Debtors, shared services between the Company and the Ecommerce Debtors for a period of time, a global settlement between the Company and the Ecommerce Debtors, and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million. Through September 30, 2024, we provided funding under the DIP Facility of $28 million, which was fully reserved. It appears unlikely that the DIP Facility will be repaid in full.
The Company and the Ecommerce Debtors have entered into a master settlement agreement (the “Settlement Agreement”), which attaches the RSA and the DIP Facility and which contemplates the separation of the relationship and transactions among the Company and its subsidiaries and the Ecommerce Debtors, including the settlement and release of claims the Ecommerce Debtors may have against the Company. The Settlement Agreement is subject to the approval of the Bankruptcy Court and there is no assurance that such approval will be granted.
Immediately prior to the GEC Sale, we had various intercompany receivables with the Ecommerce Debtors with an aggregate value of $116 million. After the GEC Sale, those intercompany receivables were converted to third-party receivables, for which we have ascribed a fair value ofzero. Subsequent collections, if any, will be recorded when received or collection is assured.
We account for the investment in the Ecommerce Debtors using the equity method which requires the initial fair value of the investment to be recorded as an asset. We determined that the fair value of our economic interest in the Ecommerce Debtors waszero and is therefore not reflected in our consolidated balance sheet. While we no longer control the management of the Ecommerce Debtors, we retain an economic equity interest therein; however, such interest is not anticipated to receive any recovery or distribution as part of the Ecommerce Restructuring. We nevertheless remain exposed to the economic risks and continued costs applicable to the Ecommerce Debtors through our investment in the DIP Facility. Hilco anticipates the Ecommerce Restructuring will be substantially completed by the end of 2024.
Financial information of discontinued operations is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Revenue | $115,797 | $280,718 | $728,462 | $842,261 |
| Cost of revenue | 120,167 | 291,974 | 737,856 | 854,408 |
| Selling, general and administrative | 39,536 | 26,673 | 99,806 | 90,911 |
| Goodwill impairment | — | — | — | 75,390 |
| Other | 7,017 | 5,702 | 10,463 | 18,825 |
| Total costs and expenses | 166,720 | 324,349 | 848,125 | 1,039,534 |
| Loss from discontinued operations | (50,923) | (43,631) | (119,663) | (197,272) |
| Loss on sale | (218,847) | — | (218,847) | — |
| Loss from discontinued operations before taxes | (269,770) | (43,631) | (338,510) | (197,272) |
| Tax benefit | (8,712) | (13,300) | (27,721) | (35,180) |
| Loss from discontinued operations, net of tax | $(261,058) | $(30,331) | $(310,789) | $(162,092) |
The major categories of assets and liabilities included in assets of discontinued operations and liabilities of discontinued operations are as follows:
| December 31, 2023 | |
|---|---|
| Cash and cash equivalents | $999 |
| Accounts and other receivables, net | 141,993 |
| Inventories | 7,005 |
| Other current assets and prepayments | 16,269 |
| Property, plant and equipment, net | 129,550 |
| Intangible assets | 41,850 |
| Operating lease assets | 183,467 |
| Other assets | 11,308 |
| Assets of discontinued operations | $532,441 |
| Accounts payable and accrued liabilities | $46,057 |
| Current operating lease liabilities | 30,187 |
| Advance billings | 12,829 |
| Noncurrent operating lease liabilities | 151,413 |
| Other noncurrent liabilities | 16,620 |
| Liabilities of discontinued operations | $257,106 |
- Earnings per Share (EPS)
The calculation of basic and diluted EPS is presented below. The sum of the EPS amounts may not equal the totals due to rounding.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Numerator: | ||||
| Income from continuing operations | $122,586 | $17,812 | $144,565 | $301 |
| Loss from discontinued operations, net of tax | (261,058) | (30,331) | (310,789) | (162,092) |
| Net loss | $(138,472) | $(12,519) | $(166,224) | $(161,791) |
| Denominator: | ||||
| Weighted-average shares used in basic EPS | 180,242 | 176,099 | 178,695 | 175,428 |
| Dilutive effect of common stock equivalents | 3,596 | 4,270 | 3,750 | 4,155 |
| Weighted-average shares used in diluted EPS | 183,838 | 180,369 | 182,445 | 179,583 |
| Basic earnings (loss) per share: | ||||
| Continuing operations | $0.68 | $0.10 | $0.81 | $— |
| Discontinued operations | (1.45) | (0.17) | (1.74) | (0.92) |
| Net loss | $(0.77) | $(0.07) | $(0.93) | $(0.92) |
| Diluted earnings (loss) per share: | ||||
| Continuing operations | $0.67 | $0.10 | $0.79 | $— |
| Discontinued operations | (1.42) | (0.17) | (1.70) | (0.90) |
| Net loss | $(0.75) | $(0.07) | $(0.91) | $(0.90) |
| Common stock equivalents excluded from calculation of diluted earnings per share because their impact would be anti-dilutive: | 4,833 | 10,574 | 6,839 | 9,665 |
We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.
- Inventories
Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or net realizable value. Inventories consisted of the following:
| September 30,2024 | December 31,2023 | |
|---|---|---|
| Raw materials | $23,388 | $21,201 |
| Supplies and service parts | 18,595 | 18,517 |
| Finished products | 29,659 | 23,330 |
| Total inventories | $71,642 | $63,048 |
- Finance Assets and Lessor Operating Leases
Finance Assets
Finance receivables are comprised of sales-type lease receivables, secured loans and unsecured loans. Sales-type leases and secured loans are financing options for the purchase or lease of Pitney Bowes equipment or other manufacturers' equipment and are generally due in installments over periods ranging from three tofive years. Unsecured loans are revolving credit lines offered to our clients for postage, supplies and working capital purposes. Unsecured loans are generally due monthly; however, clients may rollover outstanding balances. Interest is recognized on finance receivables using the effective interest method. Annual fees are recognized ratably over the period covered and client acquisition costs are expensed as incurred. All finance receivables are in our SendTech Solutions segment and we segregate finance receivables into a North America portfolio and an International portfolio.
Finance receivables consisted of the following:
| September 30, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| North America | International | Total | North America | International | Total | |
| Sales-type lease receivables | ||||||
| Gross finance receivables | $959,751 | $129,659 | $1,089,410 | $987,743 | $143,466 | $1,131,209 |
| Unguaranteed residual values | 36,838 | 6,628 | 43,466 | 38,059 | 7,211 | 45,270 |
| Unearned income | (258,680) | (38,641) | (297,321) | (253,711) | (42,847) | (296,558) |
| Allowance for credit losses | (12,939) | (2,277) | (15,216) | (13,942) | (2,786) | (16,728) |
| Net investment in sales-type lease receivables | 724,970 | 95,369 | 820,339 | 758,149 | 105,044 | 863,193 |
| Loan receivables | ||||||
| Loan receivables | 319,259 | 19,962 | 339,221 | 342,062 | 17,865 | 359,927 |
| Allowance for credit losses | (6,304) | (180) | (6,484) | (6,346) | (153) | (6,499) |
| Net investment in loan receivables | 312,955 | 19,782 | 332,737 | 335,716 | 17,712 | 353,428 |
| Net investment in finance receivables | $1,037,925 | $115,151 | $1,153,076 | $1,093,865 | $122,756 | $1,216,621 |
Maturities of gross finance receivables at September 30, 2024 were as follows:
| Sales-type Lease Receivables · Loan Receivables | ||||||
|---|---|---|---|---|---|---|
| North America · International · Total · North America · International · Total | ||||||
| Remainder 2024 | $95,959 | $35,308 | $131,267 | $179,270 | $19,962 | $199,232 |
| 2025 | 332,861 | 42,106 | 374,967 | 48,009 | — | 48,009 |
| 2026 | 257,170 | 26,797 | 283,967 | 35,324 | — | 35,324 |
| 2027 | 167,598 | 15,649 | 183,247 | 29,205 | — | 29,205 |
| 2028 | 83,877 | 7,168 | 91,045 | 20,468 | — | 20,468 |
| Thereafter | 22,286 | 2,631 | 24,917 | 6,983 | — | 6,983 |
| Total | $959,751 | $129,659 | $1,089,410 | $319,259 | $19,962 | $339,221 |
Aging of Receivables
The aging of gross finance receivables was as follows:
| September 30, 2024 | |||||
|---|---|---|---|---|---|
| Sales-type Lease Receivables · Loan Receivables | |||||
| North America | International | North America | International | Total | |
| Past due amounts 0 - 90 days | $951,747 | $127,374 | $316,976 | $19,859 | $1,415,956 |
| Past due amounts > 90 days | 8,004 | 2,285 | 2,283 | 103 | 12,675 |
| Total | $959,751 | $129,659 | $319,259 | $19,962 | $1,428,631 |
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| Sales-type Lease Receivables · Loan Receivables | |||||
| North America | International | North America | International | Total | |
| Past due amounts 0 - 90 days | $977,744 | $140,857 | $339,789 | $17,664 | $1,476,054 |
| Past due amounts > 90 days | 9,999 | 2,609 | 2,273 | 201 | 15,082 |
| Total | $987,743 | $143,466 | $342,062 | $17,865 | $1,491,136 |
Allowance for Credit Losses
We provide an allowance for credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay and current economic conditions and outlook based on reasonable and supportable forecasts. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary. The assumptions used in determining an estimate of credit losses are inherently subjective and actual results may differ significantly from estimated reserves.
We establish credit approval limits based on the client's credit quality and the type of equipment financed. We cease financing revenue recognition for lease receivables and unsecured loan receivables that are more than 90 days past due. Revenue recognition is resumed when the client's payments reduce the account aging to less than 60 days past due. Finance receivables are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible. We believe that our credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients.
Activity in the allowance for credit losses for finance receivables was as follows:
| Sales-type Lease Receivables · Loan Receivables | |||||
|---|---|---|---|---|---|
| North America | International | North America | International | Total | |
| Balance at January 1, 2024 | $13,942 | $2,786 | $6,346 | $153 | $23,227 |
| Amounts charged to expense | 998 | (7) | 3,550 | 354 | 4,895 |
| Write-offs | (3,232) | (636) | (5,116) | (349) | (9,333) |
| Recoveries | 1,221 | 145 | 1,546 | — | 2,912 |
| Other | 10 | (11) | (22) | 22 | (1) |
| Balance at September 30, 2024 | $12,939 | $2,277 | $6,304 | $180 | $21,700 |
| Sales-type Lease Receivables · Loan Receivables | |||||
| North America | International | North America | International | Total | |
| Balance at January 1, 2023 | $14,131 | $2,893 | $4,787 | $139 | $21,950 |
| Amounts charged to expense | 1,339 | 800 | 3,246 | 305 | 5,690 |
| Write-offs | (3,227) | (1,209) | (3,722) | (292) | (8,450) |
| Recoveries | 2,058 | 151 | 1,488 | — | 3,697 |
| Other | 51 | (181) | (52) | (6) | (188) |
| Balance at September 30, 2023 | $14,352 | $2,454 | $5,747 | $146 | $22,699 |
The table below shows write-offs of gross finance receivables by year of origination.
| September 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sales Type Lease Receivables · Loan Receivables · Total | ||||||||
| 2024 · 2023 · 2022 · 2021 · 2020 · Prior | ||||||||
| Write-offs | $67 | $829 | $1,382 | $763 | $543 | $284 | $5,465 | $9,333 |
| September 30, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sales Type Lease Receivables · Loan Receivables · Total | ||||||||
| 2023 · 2022 · 2021 · 2020 · 2019 · Prior | ||||||||
| Write-offs | $833 | $912 | $1,141 | $748 | $447 | $355 | $4,014 | $8,450 |
Credit Quality
The extension and management of credit lines to new and existing clients uses a combination of a client's credit score, where available, a detailed manual review of their financial condition and payment history, or an automated process. Once credit is granted, the payment performance of the client is managed through automated collections processes and is supplemented with direct follow up should an account become delinquent. We have robust automated collections and extensive portfolio management processes to ensure that our global strategy is executed, collection resources are allocated and enhanced tools and processes are implemented as needed.
Over 85% of our finance receivables are within the North American portfolio. We use a third-party to score the majority of this portfolio on a quarterly basis using a proprietary commercial credit score. The relative scores are determined based on a number of factors, including financial information, payment history, company type and ownership structure. We stratify the credit scores of our clients into low, medium and high-risk accounts. Due to timing and other issues, our entire portfolio may not be scored at period end. We report these amounts as "Not Scored"; however, absence of a score is not indicative of the credit quality of the account. The credit score is used to predict the payment behaviors of our clients and the probability that an account will become greater than 90 days past due during the subsequent 12-month period.
Low risk accounts are companies with very good credit scores and a predicted delinquency rate of less than 5%.
Medium risk accounts are companies with average to good credit scores and a predicted delinquency rate between 5% and 10%.
High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent. The predicted delinquency rate would be greater than 10%.
We do not use a third-party to score our International portfolio because the cost to do so is prohibitive as there is no single credit score model that covers all countries. Accordingly, the entire International portfolio is reported in the Not Scored category. Most of the International credit applications are small dollar applications (i.e. below $50 thousand) and are subjected to an automated review process. Larger credit applications are manually reviewed, which includes obtaining client financial information, credit reports and other available financial information.
The table below shows gross finance receivables by relative risk class and year of origination based on the relative scores of the accounts within each class.
| September 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sales Type Lease Receivables · Loan Receivables · Total | ||||||||
| 2024 · 2023 · 2022 · 2021 · 2020 · Prior | ||||||||
| Low | $150,519 | $224,418 | $180,767 | $115,960 | $71,999 | $53,317 | $254,787 | $1,051,767 |
| Medium | 25,841 | 33,812 | 26,277 | 19,868 | 11,307 | 9,951 | 39,044 | 166,100 |
| High | 3,550 | 4,350 | 3,350 | 2,723 | 2,030 | 655 | 12,286 | 28,944 |
| Not Scored | 48,205 | 45,817 | 29,475 | 16,849 | 6,243 | 2,127 | 33,104 | 181,820 |
| Total | $228,115 | $308,397 | $239,869 | $155,400 | $91,579 | $66,050 | $339,221 | $1,428,631 |
| December 31, 2023 | ||||||||
| Sales Type Lease Receivables · Loan Receivables · Total | ||||||||
| 2023 · 2022 · 2021 · 2020 · 2019 · Prior | ||||||||
| Low | $261,583 | $222,947 | $155,193 | $96,986 | $46,635 | $27,164 | $264,232 | $1,074,740 |
| Medium | 46,208 | 35,891 | 24,483 | 16,027 | 10,503 | 8,041 | 62,910 | 204,063 |
| High | 4,455 | 4,217 | 2,554 | 1,853 | 740 | 862 | 7,487 | 22,168 |
| Not Scored | 59,335 | 49,839 | 33,494 | 15,944 | 5,089 | 1,166 | 25,298 | 190,165 |
| Total | $371,581 | $312,894 | $215,724 | $130,810 | $62,967 | $37,233 | $359,927 | $1,491,136 |
Lease Income
Lease income from sales-type leases, excluding variable lease payments, was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Profit recognized at commencement | $24,071 | $29,476 | $78,277 | $92,138 |
| Interest income | 38,264 | 38,588 | 114,277 | 116,700 |
| Total lease income from sales-type leases | $62,335 | $68,064 | $192,554 | $208,838 |
Lessor Operating Leases
We also lease mailing equipment under operating leases with terms ofone tofive years. Maturities of these operating leases are as follows:
| Remainder 2024 | $5,056 |
| 2025 | 16,927 |
| 2026 | 17,196 |
| 2027 | 10,616 |
| 2028 | 1,459 |
| Thereafter | 3,829 |
| Total | $55,083 |
- Intangible Assets and Goodwill
Intangible Assets
Intangible assets consisted of the following:
| September 30, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | |
| Customer relationships | $43,569 | $(28,163) | $15,406 | $44,112 | $(25,659) | $18,453 |
| Software & technology | 3,129 | (1,521) | 1,608 | 3,047 | (1,100) | 1,947 |
| Total intangible assets | $46,698 | $(29,684) | $17,014 | $47,159 | $(26,759) | $20,400 |
Amortization expense for both the three months ended September 30, 2024 and 2023 was $1 million and amortization expense for both the nine months ended September 30, 2024 and 2023 was $3 million.
Future amortization expense as of September 30, 2024 is shown in the table below. Actual amortization expense may differ due to, among other things, fluctuations in foreign currency exchange rates, acquisitions, divestitures and impairment charges.
| Remainder 2024 | $1,146 |
| 2025 | 4,381 |
| 2026 | 3,392 |
| 2027 | 3,123 |
| 2028 | 2,438 |
| Thereafter | 2,534 |
| Total | $17,014 |
Goodwill
Changes in the carrying value of goodwill by reporting segment are shown in the table below.
| December 31, 2023 | Currency impact | September 30,2024 | |
|---|---|---|---|
| SendTech Solutions | $510,646 | $2,872 | $513,518 |
| Presort Services | 223,763 | — | 223,763 |
| Total goodwill | $734,409 | $2,872 | $737,281 |
- Fair Value Measurements and Derivative Instruments
We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. An entity is required to classify certain assets and liabilities measured at fair value based on the following fair value hierarchy that prioritizes the inputs used to measure fair value:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3– Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management’s best estimate of fair value and that are significant to the fair value of the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy. The following tables show, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis.
| September 30, 2024 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Investment securities | ||||
| Money market funds | $3,538 | $176,704 | $— | $180,242 |
| Equity securities | — | 17,525 | — | 17,525 |
| Commingled fixed income securities | 1,649 | 4,396 | — | 6,045 |
| Government and related securities | 8,706 | 13,925 | — | 22,631 |
| Corporate debt securities | — | 49,398 | — | 49,398 |
| Mortgage-backed / asset-backed securities | — | 115,335 | — | 115,335 |
| Derivatives | ||||
| Interest rate swap | — | 2,099 | — | 2,099 |
| Total assets | $13,893 | $379,382 | $— | $393,275 |
| December 31, 2023 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Investment securities | ||||
| Money market funds | $13,366 | $188,484 | $— | $201,850 |
| Equity securities | — | 15,341 | — | 15,341 |
| Commingled fixed income securities | 1,581 | 5,741 | — | 7,322 |
| Government and related securities | 11,489 | 18,999 | — | 30,488 |
| Corporate debt securities | — | 54,330 | — | 54,330 |
| Mortgage-backed / asset-backed securities | — | 119,901 | — | 119,901 |
| Derivatives | ||||
| Interest rate swap | — | 8,425 | — | 8,425 |
| Total assets | $26,436 | $411,221 | $— | $437,657 |
Investment Securities
The valuation of investment securities is based on a market approach using inputs that are observable, or can be corroborated by observable data, in an active marketplace. The following information relates to our classification within the fair value hierarchy:
Money Market Funds: Money market funds typically invest in government securities, certificates of deposit, commercial paper and other highly liquid, low risk securities. Money market funds are principally used for overnight deposits and are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level 2 when they are not actively traded on an exchange.
Equity Securities: Equity securities are comprised of mutual funds investing in U.S. and foreign stocks. These mutual funds are classified as Level 2.
Commingled Fixed Income Securities: Commingled fixed income securities are comprised of mutual funds that invest in a variety of fixed income securities, including securities of the U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Fair value is based on the value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding, as reported by the fund manager. These mutual funds are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level 2 when they are not actively traded on an exchange.
Government and Related Securities: Debt securities are classified as Level 1 when unadjusted quoted prices in active markets are available. Debt securities are classified as Level 2 where fair value is determined using quoted market prices for similar securities or benchmarking model derived prices to quoted market prices and trade data for identical or comparable securities.
Corporate Debt Securities: Corporate debt securities are valued using recently executed comparable transactions, market price quotations or bond spreads for the same maturity as the security. These securities are classified as Level 2.
Mortgage-Backed Securities / Asset-Backed Securities: These securities are valued based on external pricing indices or external price/spread data. These securities are classified as Level 2.
Derivative Securities
Interest Rate Swaps: The valuation of interest rate swaps is based on an income approach using inputs that are observable or that can be derived from, or corroborated by, observable market data. These securities are classified as Level 2.
Available-For-Sale Securities
Investment securities classified as available-for-sale are recorded at fair value with changes in fair value due to market conditions recorded in accumulated other comprehensive loss (AOCL), and changes in fair value due to credit conditions recorded in earnings. There were no unrealized losses charged to earnings in the nine months ended September 30, 2024 and 2023.
Available-for-sale securities consisted of the following:
| September 30, 2024 | |||
|---|---|---|---|
| Amortized cost | Gross unrealized losses | Estimated fair value | |
| Government and related securities | $24,909 | $(5,677) | $19,232 |
| Corporate debt securities | 57,174 | (7,776) | 49,398 |
| Commingled fixed income securities | 1,823 | (174) | 1,649 |
| Mortgage-backed / asset-backed securities | 137,417 | (22,082) | 115,335 |
| Total | $221,323 | $(35,709) | $185,614 |
| December 31, 2023 | |||
|---|---|---|---|
| Amortized cost | Gross unrealized losses | Estimated fair value | |
| Government and related securities | $35,048 | $(7,018) | $28,030 |
| Corporate debt securities | 65,008 | (10,678) | 54,330 |
| Commingled fixed income securities | 1,788 | (207) | 1,581 |
| Mortgage-backed / asset-backed securities | 146,022 | (26,121) | 119,901 |
| Total | $247,866 | $(44,024) | $203,842 |
Investment securities in a loss position were as follows:
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Fair Value | Gross unrealized losses | Fair Value | Gross unrealized losses | |
| Greater than 12 continuous months | ||||
| Government and related securities | $19,232 | $5,677 | $28,030 | $7,018 |
| Corporate debt securities | 49,224 | 7,775 | 51,948 | 10,466 |
| Mortgage-backed / asset-backed securities | 115,335 | 22,082 | 119,901 | 26,121 |
| Total | $183,791 | $35,534 | $199,879 | $43,605 |
| Less than 12 continuous months | ||||
| Corporate debt securities | $174 | $1 | $2,382 | $212 |
| Commingled fixed income securities | 1,649 | 174 | 1,581 | 207 |
| Total | $1,823 | $175 | $3,963 | $419 |
At September 30, 2024, substantially all securities in the investment portfolio were in an unrealized loss position. However, we have the ability and intent to hold these securities until recovery of the unrealized losses or expect to receive the stated principal and interest at maturity. Accordingly, we have not recognized an impairment loss and our allowance for credit losses on these investment securities is not significant.
Scheduled maturities of available-for-sale securities at September 30, 2024 were as follows:
| Amortized cost | Estimated fair value | |
|---|---|---|
| Within 1 year | $1,998 | $1,823 |
| After 1 year through 5 years | 7,689 | 7,213 |
| After 5 years through 10 years | 60,475 | 53,284 |
| After 10 years | 151,161 | 123,294 |
| Total | $221,323 | $185,614 |
Actual maturities may not coincide with scheduled maturities as certain securities contain early redemption features and/or allow for the prepayment of obligations.
Held-to-Maturity Securities
Held-to-maturity securities at September 30, 2024 and December 31, 2023 totaled $284 million and $265 million, respectively. Held-to-maturity securities include certificates of deposits with maturities less than 90 days and highly-liquid government securities with maturities less thantwo years.
Simple Agreement for Future Equity (SAFE) Investment
In October 2022, we invested $10 million in Ambi Robotics Inc., a robotics solutions company, via a SAFE arrangement. The SAFE investment provides us the right to participate in future equity offerings by Ambi Robotics Inc. The investment was carried at cost and recorded in Other assets. Due to the loss by Ambi Robotics Inc. of a significant customer, in the third quarter of 2024 we determined the investment was impaired and recorded a $10 million impairment charge.
Derivative Instruments
We are exposed to the impact of changes in interest rates and foreign currency exchange rates. We may use derivative instruments to limit the effects on our financial results from changes in interest rates and currency exchange rates. We do not use derivatives for trading or speculative purposes.
Interest Rate Swaps
We have outstanding interest rate swap agreements maturing December 31, 2024, that effectively convert $200 million of variable rate debt to fixed rates. Under the terms of the interest rate swaps, we pay fixed-rate interest of 0.585% and receive variable-rate interest based on one-month SOFR plus 0.1%. The variable interest rates under the term loans and the swaps reset monthly.
These swaps are designated as cash flow hedges and are recorded at fair value at the end of each reporting period. Changes in fair value are reflected in AOCL. The impact of these interest rate swaps was as follows:
| Three Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Derivative Gain (Loss)Recognized in AOCL(Effective Portion) · Location of Gain (Loss)(Effective Portion) · Gain (Loss) Reclassifiedfrom AOCL to Earnings(Effective Portion) | ||||||||
| Derivative Instrument · 2024 · 2023 · 2024 · 2023 | ||||||||
| Interest rate swap | $(2,711) | $(1,600) | Interest expense | $2,658 | $137 | |||
| Nine Months Ended September 30, | ||||||||
| Derivative Gain (Loss)Recognized in AOCL(Effective Portion) · Location of Gain (Loss)(Effective Portion) · Gain (Loss) Reclassifiedfrom AOCL to Earnings(Effective Portion) | ||||||||
| Derivative Instrument | 2024 | 2023 | 2024 | 2023 | ||||
| Interest rate swap | $(6,326) | $(3,600) | Interest expense | $7,833 | $412 | |||
Foreign Exchange Contracts
In the first nine months of 2023, we had outstanding foreign exchange contracts to minimize the impact on earnings from the revaluation of short-term interest-bearing intercompany loans denominated in a foreign currency. These foreign exchange contracts were not designated as hedging instruments and the revaluation of intercompany loans and the change in fair value of these derivatives were recorded in earnings. The mark-to-market adjustment on these foreign exchange contracts for the three and nine months ended September 30, 2023 was a loss of $12 million and a loss of $4 million, respectively, and significantly offset the corresponding gain on the revaluation of intercompany loans.
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, available-for-sale and held-to-maturity investment securities, accounts receivable, loan receivables, derivative instruments, accounts payable and debt. The carrying value of cash and cash equivalents, held-to-maturity investment securities, accounts receivable, loans receivable, and accounts payable approximate fair value. The fair value of available-for-sale investment securities and derivative instruments are presented above. The fair value of debt is estimated based on recently executed transactions and market price quotations. The inputs used to determine the fair value of debt were classified as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of debt was as follows:
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| Carrying value | $2,108,764 | $2,146,032 |
| Fair value | $1,990,241 | $1,893,620 |
- Restructuring Charges
2024 Plan
During the second quarter of 2024, we approved a worldwide cost reduction initiative (the "2024 Plan") to realize cost reductions and improve efficiencies. During the third quarter, under this plan, we eliminated approximately 2,300 positions and incurred charges of $36 million. We anticipate incurring additional charges in future periods related to further workforce reductions and expect to substantially complete these actions by the end of the first half of 2025.
2023 Plan
We completed our 2023 Plan in the second quarter of 2024. Under this plan, we eliminated 1,049 positions and recognized cumulative charges of $69 million.
Activity in our restructuring reserves was as follows:
| 2024 Plan | 2023 Plan | Total | |
|---|---|---|---|
| Balance at January 1, 2024 | $— | $26,128 | $26,128 |
| Amounts charged to expense - continuing operations | 54,238 | 10,621 | 64,859 |
| Amounts charged to expense - discontinued operations | 7,265 | — | 7,265 |
| Cash payments | (18,045) | (35,874) | (53,919) |
| Noncash activity | (245) | (875) | (1,120) |
| Balance at September 30, 2024 | $43,213 | $— | $43,213 |
| 2023 Plan | Prior Plan | Total | |
| Balance at January 1, 2023 | $— | $7,647 | $7,647 |
| Amounts charged to expense - continuing operations | 31,169 | 3,599 | 34,768 |
| Amounts charged to expense - discontinued operations | 7,852 | — | 7,852 |
| Cash payments | (13,906) | (11,246) | (25,152) |
| Noncash activity | (8,049) | — | (8,049) |
| Balance at September 30, 2023 | $17,066 | $— | $17,066 |
Components of restructuring expense in discontinued operations primarily include severance charges. Components of restructuring expense in continuing operations were as follows:
| Three Months Ended September 30, 2024 · Three Months Ended September 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| 2024 Plan | 2023 Plan | Total | 2023 Plan | Prior Plan | Total | |
| Severance | $30,403 | $— | $30,403 | $8,190 | $— | $8,190 |
| Facilities and other | 291 | — | 291 | 5,752 | — | 5,752 |
| Total | $30,694 | $— | $30,694 | $13,942 | $— | $13,942 |
| Nine Months Ended September 30, 2024 · Nine Months Ended September 30, 2023 | ||||||
| 2024 Plan | 2023 Plan | Total | 2023 Plan | Prior Plan | Total | |
| Severance | $53,947 | $9,398 | $63,345 | $24,712 | $3,057 | $27,769 |
| Facilities and other | 291 | 1,223 | 1,514 | 6,457 | 542 | 6,999 |
| Total | $54,238 | $10,621 | $64,859 | $31,169 | $3,599 | $34,768 |
- Debt
Total debt consisted of the following:
| Interest rate | September 30, 2024 | December 31, 2023 | |
|---|---|---|---|
| Term loan due March 2026 | SOFR + 2.25% | $249,500 | $285,500 |
| Notes due March 2027 | 6.875% | 380,000 | 380,000 |
| Notes due March 2028 | SOFR + 6.9% | 272,250 | 274,313 |
| Term loan due March 2028 | SOFR + 4.0% | 434,250 | 437,625 |
| Notes due March 2029 | 7.25% | 350,000 | 350,000 |
| Notes due January 2037 | 5.25% | 35,841 | 35,841 |
| Notes due March 2043 | 6.70% | 425,000 | 425,000 |
| Other debt | 216 | 1,181 | |
| Principal amount | 2,147,057 | 2,189,460 | |
| Less: unamortized costs, net | 38,293 | 43,428 | |
| Total debt | 2,108,764 | 2,146,032 | |
| Less: current portion long-term debt | 56,466 | 58,931 | |
| Long-term debt | $2,052,298 | $2,087,101 |
In August 2024, we amended the credit agreement that governs our secured revolving credit facility and the term loan due March 2026 (the "Credit Agreement") and the note purchase agreement that governs our $275 million notes due March 2028. The amendments, among other things, permit the Ecommerce Restructuring, funding under the DIP Facility, amend certain covenants, including relief for expenses incurred pursuant to the Ecommerce Restructuring, release the guarantees provided by the Ecommerce Debtors and the liens on the assets of the Ecommerce Debtors and reduce the total aggregate amount of permitted borrowings under the revolving credit facility from $500 million to $400 million.
The Credit Agreement contains certain financial covenants. These covenants require us to maintain, on a quarterly basis, a maximum leverage ratio and a minimum interest coverage ratio, both of which are defined and calculated in accordance with the Credit Agreement. At September 30, 2024, we were in compliance with these financial covenants.
Management expects that we will remain in compliance with these amended financial covenants over the next twelve months. However, events and circumstances could occur, some beyond our control, that could adversely impact our compliance with these covenants and require us to obtain a waiver from our lenders, modify our existing covenants or refinance certain debt to cure the noncompliance. If we are unable to cure the noncompliance, amounts due under our revolving credit facility and term loan due March 2026 could be called by our lenders. At September 30, 2024, there wereno outstanding borrowings under the revolving credit facility. Borrowings under our secured debt are secured by assets of the company.
- Pensions and Other Benefit Programs
The components of net periodic benefit (income) cost were as follows:
| Defined Benefit Pension Plans · Nonpension Postretirement Benefit Plans | ||||||
|---|---|---|---|---|---|---|
| United States · Foreign | ||||||
| Three Months Ended · Three Months Ended · Three Months Ended | ||||||
| September 30, | September 30, | September 30, | ||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Service cost | $12 | $11 | $189 | $190 | $92 | $98 |
| Interest cost | 14,468 | 15,440 | 5,298 | 5,379 | 1,090 | 1,163 |
| Expected return on plan assets | (21,551) | (21,280) | (6,557) | (7,575) | — | — |
| Amortization of prior service (credit) cost | (5) | (5) | 76 | 72 | — | — |
| Amortization of net actuarial loss (gain) | 4,758 | 4,209 | 1,968 | 525 | (506) | (977) |
| Settlement | — | 366 | — | — | — | — |
| Net periodic benefit (income) cost | $(2,318) | $(1,259) | $974 | $(1,409) | $676 | $284 |
| Contributions to benefit plans | $1,221 | $2,722 | $329 | $491 | $2,423 | $2,330 |
| Defined Benefit Pension Plans · Nonpension Postretirement Benefit Plans | ||||||
| United States · Foreign | ||||||
| Nine Months Ended · Nine Months Ended · Nine Months Ended | ||||||
| September 30, | September 30, | September 30, | ||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Service cost | $36 | $31 | $561 | $578 | $277 | $275 |
| Interest cost | 44,400 | 47,618 | 15,666 | 15,935 | 3,361 | 3,774 |
| Expected return on plan assets | (65,369) | (64,506) | (19,409) | (22,434) | — | — |
| Amortization of prior service (credit) cost | (15) | (15) | 223 | 214 | — | — |
| Amortization of net actuarial loss (gain) | 14,702 | 13,042 | 5,804 | 1,552 | (1,093) | (1,690) |
| Settlement | — | 680 | — | — | — | — |
| Net periodic benefit (income) cost | $(6,246) | $(3,150) | $2,845 | $(4,155) | $2,545 | $2,359 |
| Contributions to benefit plans | $3,542 | $5,756 | $7,707 | $16,036 | $10,024 | $8,947 |
- Income Taxes
The benefit for income taxes for the three and nine months ended September 30, 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization. The provision for income taxes for the three and nine months ended September 30, 2023 includes a benefit of $1 million on the $43 million goodwill impairment charge as the majority of this charge was nondeductible.
On a regular basis, we conclude tax return examinations, statutes of limitation expire, and court decisions interpret tax law. We regularly assess tax uncertainties in light of these developments; and as a result, it is reasonably possible that the amount of unrecognized tax benefits will decrease in the next 12 months, and this decrease could be up to 40% of our unrecognized tax benefits.
The Internal Revenue Service examination of our consolidated U.S. Federal income tax returns for tax years prior to 2020 are closed to audit, except for review of the Tax Cuts and Jobs Act Sec. 965 transition tax. On a state and local level, returns for most jurisdictions are closed through 2018. For our significant non-U.S. jurisdictions, the U.K., France and Germany are closed through 2021, 2019 and 2016, respectively. Canada is closed to examination through 2018 except for a specific issue under current exam and in Appeals. We also have other less significant tax filings currently subject to examination.
- Commitments and Contingencies
From time to time, in the ordinary course of business, we are involved in litigation pertaining to, among other things, contractual rights under vendor, insurance or other contracts; intellectual property or patent rights; equipment, service, payment or other disputes with clients; or disputes with employees. Some of these actions may be brought as a purported class action on behalf of a purported class of customers, employees, or others. Due to uncertainties inherent in litigation, any actions could have an adverse effect on our financial position, results of operations or cash flows; however, in management's opinion, the final outcome of outstanding matters will not have a material adverse effect on our business.
On October 1, 2024, one of the Ecommerce Debtors filed a complaint against Trilogy Leasing Co., LLC (“Trilogy”) in the United States Bankruptcy Court for the Southern District of Texas seeking to recharacterize certain Equipment Supplements to which they are parties as disguised financings. On October 8, 2024, we filed a motion to intervene in that proceeding in support of the Ecommerce Debtors' position. Given the uncertainty of litigation and the legal standards that must be met, we cannot estimate the reasonably possible loss or range of loss that may result from these actions.
- Stockholders’ Deficit
Changes in stockholders’ deficit were as follows:
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |
|---|---|---|---|---|---|
| Balance at July 1, 2024 | $270,338 | $2,948,959 | $(865,523) | $(2,781,663) | $(427,889) |
| Net loss | — | (138,472) | — | — | (138,472) |
| Other comprehensive income | — | — | 44,653 | — | 44,653 |
| Dividends paid ($0.05 per common share) | — | (9,061) | — | — | (9,061) |
| Issuance of common stock | — | (57,326) | — | 64,909 | 7,583 |
| Stock-based compensation expense | — | 4,307 | — | — | 4,307 |
| Balance at September 30, 2024 | $270,338 | $2,748,407 | $(820,870) | $(2,716,754) | $(518,879) |
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |
|---|---|---|---|---|---|
| Balance at July 1, 2023 | $323,338 | $4,908,641 | $(807,993) | $(4,499,473) | $(75,487) |
| Net loss | — | (12,519) | — | — | (12,519) |
| Other comprehensive loss | — | — | (30,078) | — | (30,078) |
| Dividends paid ($0.05 per common share) | — | (8,805) | — | — | (8,805) |
| Issuance of common stock | — | (16,084) | — | 16,658 | 574 |
| Stock-based compensation expense | — | 1,206 | — | — | 1,206 |
| Balance at September 30, 2023 | $323,338 | $4,872,439 | $(838,071) | $(4,482,815) | $(125,109) |
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |
|---|---|---|---|---|---|
| Balance at January 1, 2024 | $270,338 | $3,077,988 | $(851,245) | $(2,865,657) | $(368,576) |
| Net loss | — | (166,224) | — | — | (166,224) |
| Other comprehensive income | — | — | 30,375 | — | 30,375 |
| Dividends paid ($0.15 per common share) | — | (26,846) | — | — | (26,846) |
| Issuance of common stock | — | (147,385) | — | 148,903 | 1,518 |
| Stock-based compensation expense | — | 10,874 | — | — | 10,874 |
| Balance at September 30, 2024 | $270,338 | $2,748,407 | $(820,870) | $(2,716,754) | $(518,879) |
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |
|---|---|---|---|---|---|
| Balance at January 1, 2023 | $323,338 | $5,125,677 | $(835,564) | $(4,552,798) | $60,653 |
| Net loss | — | (161,791) | — | — | (161,791) |
| Other comprehensive loss | — | — | (2,507) | — | (2,507) |
| Dividends paid ($0.15 per common share) | — | (26,330) | — | — | (26,330) |
| Issuance of common stock | — | (72,398) | — | 69,983 | (2,415) |
| Stock-based compensation expense | — | 7,281 | — | — | 7,281 |
| Balance at September 30, 2023 | $323,338 | $4,872,439 | $(838,071) | $(4,482,815) | $(125,109) |
- Accumulated Other Comprehensive Loss
Reclassifications out of AOCL were as follows:
| Gain (Loss) Reclassified from AOCL | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Cash flow hedges | ||||
| Cost of sales | $— | $— | $— | $(33) |
| Interest expense, net | 2,658 | 137 | 7,833 | 412 |
| Total before tax | 2,658 | 137 | 7,833 | 379 |
| Income tax provision | 665 | 34 | 1,958 | 95 |
| Net of tax | $1,993 | $103 | $5,875 | $284 |
| Available-for-sale securities | ||||
| Financing revenue | $(638) | $(20) | $(1,773) | $(11) |
| Income tax benefit | (160) | (5) | (443) | (3) |
| Net of tax | $(478) | $(15) | $(1,330) | $(8) |
| Pension and postretirement benefit plans | ||||
| Prior service costs | $(71) | $(67) | $(208) | $(199) |
| Actuarial losses | (6,220) | (3,757) | (19,413) | (12,904) |
| Settlement | — | (366) | — | (680) |
| Total before tax | (6,291) | (4,190) | (19,621) | (13,783) |
| Income tax benefit | (1,560) | (1,032) | (4,842) | (3,397) |
| Net of tax | $(4,731) | $(3,158) | $(14,779) | $(10,386) |
Changes in AOCL, net of tax were as follows:
| Cash flow hedges | Available for sale securities | Pension and postretirement benefit plans | Foreign currency adjustments | Total | |
|---|---|---|---|---|---|
| Balance at January 1, 2024 | $6,962 | $(33,463) | $(757,452) | $(67,292) | $(851,245) |
| Other comprehensive income before reclassifications | 822 | 4,998 | — | 14,321 | 20,141 |
| Reclassifications into earnings | (5,875) | 1,330 | 14,779 | — | 10,234 |
| Net other comprehensive (loss) income | (5,053) | 6,328 | 14,779 | 14,321 | 30,375 |
| Balance at September 30, 2024 | $1,909 | $(27,135) | $(742,673) | $(52,971) | $(820,870) |
| Cash flow hedges | Available for sale securities | Pension and postretirement benefit plans | Foreign currency adjustments | Total | |
|---|---|---|---|---|---|
| Balance at January 1, 2023 | $12,503 | $(39,440) | $(716,056) | $(92,571) | $(835,564) |
| Other comprehensive loss before reclassifications | (2,719) | (4,338) | — | (5,560) | (12,617) |
| Reclassifications into earnings | (284) | 8 | 10,386 | — | 10,110 |
| Net other comprehensive (loss) income | (3,003) | (4,330) | 10,386 | (5,560) | (2,507) |
| Balance at September 30, 2023 | $9,500 | $(43,770) | $(705,670) | $(98,131) | $(838,071) |
- Supplemental Financial Statement Information
Activity in the allowance for credit losses, other than finance receivables (see Note 7 for further information) is presented below.
| Nine Months Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Balance at beginning of year | $5,292 | $4,852 |
| Amounts charged to expense | 33,804 | 3,648 |
| Write-offs, recoveries and other | (2,305) | (4,611) |
| Balance at end of period | $36,791 | $3,889 |
| Accounts and other receivables | $7,480 | $3,889 |
| Other current assets and prepayments | 29,311 | — |
| Total | $36,791 | $3,889 |
Other expense (income) consisted of the following:
| Three Months Ended September 30, · Nine Months Ended September 30, | |||
|---|---|---|---|
| 2024 | 2024 | 2023 | |
| Loss (gain) on debt refinancing | $2,142 | $2,142 | $(3,064) |
| Charges in connection with the Ecommerce Restructuring | 38,145 | 38,145 | — |
| Asset impairment | 10,000 | 10,000 | — |
| Other expense (income) | $50,287 | $50,287 | $(3,064) |
Supplemental cash flow information is as follows:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Cash interest paid | $142,088 | $134,157 |
| Cash income tax payments, net | $43,324 | $18,200 |
| Noncash activity | ||
| Capital assets obtained under capital lease obligations | $9,559 | $4,804 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.