SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 10-Q
(Mark One)
___
[_X_] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994.
OR
___
[___] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-8729
UNISYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0387840
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania 19424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 986-4011
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d)of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES _X_ NO ___
Number of shares of Common Stock outstanding as of March 31, 1994:
170,659,814
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEET
(Millions)
March 31, December 31,
1994 1993
(Unaudited) (Audited)
Assets
Current assets
Cash and cash equivalents $ 576.2 $ 835.4
Marketable securities 120.6 115.1
Accounts and notes receivable, net 1,046.2 1,088.2
Inventories
Finished equipment and supplies 367.7 354.1
Work in process and raw materials 431.0 399.8
Deferred income taxes 313.4 313.4
Other current assets 109.0 94.1
------- -------
Total 2,964.1 3,200.1
------- -------
Long-term receivables, net 98.7 104.3
------- -------
Properties and rental equipment 2,755.6 2,776.0
Less-Accumulated depreciation 1,817.2 1,814.2
------- -------
Properties and rental equipment, net 938.4 961.8
------- -------
Cost in excess of net assets acquired 1,173.5 1,183.9
Investments at equity 301.0 303.6
Deferred income taxes 543.8 543.8
Other assets 1,214.1 1,221.7
------- -------
Total $7,233.6 $7,519.2
======== ========
Liabilities and stockholders' equity
Current liabilities
Notes payable $ 14.4 $ 6.0
Current maturities of long-term debt 21.6 25.0
Accounts payable 918.1 1,027.0
Other accrued liabilities 940.6 1,016.1
Dividends payable 106.5 39.9
Estimated income taxes 262.1 251.9
------- -------
Total 2,263.3 2,365.9
------- -------
Long-term debt 1,914.8 2,025.0
Other liabilities 424.4 432.8
Stockholders' equity
Preferred stock 1,570.3 1,570.2
Common stock, issued:
1994, 171.5; 1993, 171.2 1.7 1.7
Retained earnings 107.6 159.8
Other capital 951.5 963.8
------- -------
Stockholders' equity 2,631.1 2,695.5
------- -------
Total $7,233.6 $7,519.2
======== ========
See notes to consolidated financial statements.
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Millions, except per share data)
Three Months Ended March 31
1994 1993
Revenue
Sales $ 974.5 $1,189.6
Services 385.4 346.5
Equipment maintenance 329.0 371.4
------- -------
1,688.9 1,907.5
------- -------
Costs and expenses
Cost of sales 584.6 714.8
Cost of services 308.9 279.7
Cost of equipment maintenance 197.8 223.9
Selling, general and administrative 353.0 406.4
Research and development 121.6 130.3
------- -------
1,565.9 1,755.1
------- -------
Operating income 123.0 152.4
Interest expense 52.0 72.1
Other income, net 24.3 3.2
------- -------
Income before income taxes 95.3 83.5
Estimated income taxes 27.6 26.7
------- -------
Income before extraordinary items and
changes in accounting principles 67.7 56.8
Extraordinary items (7.7) (26.4)
Effect of changes in accounting
principles 230.2
------- -------
Net income 60.0 260.6
Dividends on preferred shares 30.1 30.4
------- -------
Earnings on common shares $ 29.9 $ 230.2
======== ========
Earnings per common share
Primary
Before extraordinary items and
changes in accounting principles $ .21 $ .16
Extraordinary items (.04) (.16)
Effect of changes in accounting
principles 1.39
------- -------
Total $ .17 $ 1.39
======== ========
Fully diluted
Before extraordinary items and
changes in accounting principles $ .21 $ .23
Extraordinary items (.04) (.11)
Effect of changes in accounting
principles .94
------- -------
Total $ .17 $ 1.06
======== ========
See notes to consolidated financial statements.
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Millions)
Three Months Ended March 31
1994 1993
Cash flows from operating activities
Net income $ 60.0 $ 260.6
Add (deduct) items to reconcile net
income to net cash (used for) provided
by operating activities
Effect of extraordinary items and changes
in accounting principles 7.7 (203.8)
Depreciation 61.6 82.1
Amortization:
Marketable software 37.5 33.0
Cost in excess of net assets acquired 10.4 10.3
Decrease in receivables, net 44.3 179.1
(Increase) decrease in inventories ( 44.8) 80.2
(Decrease) in accounts payable and
other accrued liabilities (185.0) (150.8)
Increase (decrease) in estimated income
taxes 10.2 ( 62.0)
(Decrease) in other liabilities ( 8.4) ( 19.8)
(Increase) decrease in other assets ( 17.6) 6.8
Other 17.1 14.7
------- -------
Net cash (used for) provided by
operating activities ( 7.0) 230.4
------- -------
Cash flows from investing activities
Proceeds from investments 334.7 625.8
Purchases of investments (334.1) (620.5)
Proceeds from marketable securities 89.2 73.8
Purchases of marketable securities ( 92.3) ( 24.2)
Proceeds from sales of properties 2.7 1.5
Investment in marketable software ( 27.2) ( 18.7)
Capital additions of properties
and rental equipment ( 43.6) ( 39.1)
------- -------
Net cash used for investing activities ( 70.6) ( 1.4)
------- -------
Cash flows from financing activities
Payment of debt (139.2) (223.6)
Net proceeds from (reduction in) short-
term borrowings 8.4 ( 11.9)
Dividends paid on preferred shares ( 45.6) ( 46.1)
Other 2.0 .6
------- -------
Net cash used for financing activities (174.4) (281.0)
------- -------
Effect of exchange rate changes on cash
and cash equivalents ( 7.2) ( 7.2)
------- -------
Decrease in cash and cash equivalents (259.2) ( 59.2)
Cash and cash equivalents, beginning of
period 835.4 809.1
------- -------
Cash and cash equivalents, end of period $ 576.2 $ 749.9
======== ========
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the financial information furnished herein
reflects all adjustments necessary for a fair presentation of the
financial position, results of operations and cash flows for the interim
periods specified. These adjustments consist only of normal recurring
accruals. Because of seasonal and other factors, results for interim
periods are not necessarily indicative of the results to be expected for
the full year.
a. During the three months ended March 31, 1994, the Company recorded an
extraordinary charge for the repurchases of debt of $7.7 million, net of
$5.1 million of income tax benefits, or $.04 per fully diluted common
share.
b. Effective January 1, 1993, the Company adopted the Financial
Accounting Standards Board's Statement of Financial Accounting Standards
("SFAS") 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions," and SFAS 109, "Accounting for Income Taxes." The
adoption of SFAS 106 decreased net income for the three months ended
March 31, 1993 by $194.8 million, net of $124.5 million of income tax
benefits, or $.79 per fully diluted common share, and the adoption of
SFAS 109 increased net income for the three months ended March 31, 1993
by $425.0 million, or $1.73 per fully diluted common share.
c. In April 1993, the Company settled lawsuits with Honeywell Inc. in
connection with its sale of the Sperry Aerospace Group in December 1986.
As a result of the settlement, in the three months ended March 31, 1993,
the Company recorded an extraordinary charge of $26.4 million, net of
$16.8 million of income tax benefits, or $.11 per fully diluted common
share.
d. For the three months ended March 31, 1994 and 1993, the computation
of primary earnings per share is based on the weighted average number of
outstanding common shares and additional shares assuming the exercise of
stock options. The computation of fully diluted earnings per share, for
the three months ended March 31, 1994, assumes the conversion of the 8
1/4% Convertible Subordinated Notes due August 1, 2000. For the three
months ended March 31, 1993, in addition to the assumed conversion of
the Convertible Notes, the fully diluted earnings per share computation
also assumes the conversion of Series A Preferred Stock. The shares
used in the computations are as follows (in thousands):
Three Months ended
March 31,
------------------
1994 1993
---- ----
Primary 173,331 165,024
Fully diluted 207,379 246,731
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
For the three months ended March 31, 1994, the Company reported net
income of $60.0 million, or $.17 per primary and fully diluted common
share, compared to net income of $260.6 million, or $1.39 per primary
common share and $1.06 per fully diluted common share, for the three
months ended March 31, 1993. Net income for the first quarter ended
March 31, 1994 included a cost of $7.7 million, or $.04 per fully
diluted common share, as a result of an extraordinary charge for
repurchases of debt. Net income for the three months ended March 31,
1993 included an extraordinary charge of $26.4 million, or $.11 per
fully diluted common share, and a credit of $230.2 million, or $.94 per
fully diluted common share, as a result of the adoption of new
accounting standards.
Revenue for the first quarter ended March 31, 1994 was $1.7 billion,
down 11% from revenue of $1.9 billion for the first quarter ended March
31, 1993. The largest declines occurred in Europe and in the Government
Systems business units. Revenue in Europe was weaker than anticipated
and the Company's goal for slight revenue growth Company-wide in 1994
will be dependent on significant improvement in this market. Sales
revenue declined 18% to $1.0 billion from $1.2 billion in last years'
first quarter, due to decreases in sales of enterprise systems and
servers, departmental servers and desktop systems, software and custom
defense systems. Services revenue increased 11% to $385.4 million from
$346.5 million in last years' first quarter as the Company continued to
implement its strategy to aggressively grow its services and systems
integration business. Equipment maintenance revenue declined 11% to
$329.0 million from $371.4 million last year, due principally to a
decline in equipment sales and improved product reliability.
Total gross profit margin was 35% in the first quarter of 1994 compared
to 36% in the same period a year earlier. This decline was principally
due to a higher proportion of lower margin services revenue offset in
part by favorable contract resolutions which improved sales gross profit
margin. Sales gross profit margin was 40% in both periods; services
gross profit margin was 20% in the current quarter compared to 19% last
year; and equipment maintenance gross profit margin was 40% in both
periods. Gross profit margins are expected to be pressured by
competitive pricing and the continuing shift to lower margin products
and services.
In the first quarter of 1994, selling, general and administrative
expenses were $353.0 million compared to $406.4 million in the first
quarter of 1993. The decline was principally due to the effects of cost
containment actions and, to a lesser extent, foreign currency translation
and nonrecurring expense reductions.
Research and development expenses were $121.6 million in the quarter
ended March 31, 1994 compared to $130.3 million a year earlier.
As a result of the above, operating income was $123.0 million for the
three months ended March 31, 1994 or 7% of revenue, compared to $152.4
million, or 8% of revenue, in the year ago period. The decline in
operating income was principally due to lower revenue. Partially
offsetting this decline were further cost reductions and favorable
contract resolutions which included a royalty settlement with an OEM
supplier. Given ongoing structural change in the industry and weakness
in some markets, the Company continues to rely on cost reductions as a
principal means for driving profit.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)
Interest expense was $52.0 million compared with $72.1 million a year
earlier, principally reflecting lower average debt levels.
Other income in the first quarter of 1994 was $24.3 million compared to
$3.2 million in the year ago period. The change is principally due to
a smaller provision under the 1991 "Ill Wind" settlement agreement,
which requires the Company to make contingency payments based on
proceeds from asset sales and on net income. Other income in the first
quarter of 1994 includes a charge of $6.0 million for such contingency
payments compared to $20.0 million in the year ago period. The maximum
contingent amount payable for 1994 under this settlement agreement is
$30.0 million; the maximum contingent amount payable for 1993 was $20.0
million, all of which was provided for in the first quarter of 1993.
It is the Company's policy to minimize its exposure to foreign currency
fluctuations. On a net basis, and after taking into account the cost of
the Company's hedging program, foreign currency effects had a minimal
effect on pretax results for the three months ended March 31, 1994.
Estimated income taxes were $27.6 million in the first quarter of 1994
compared to $26.7 million in the first quarter of 1993.
Net income for the three months ended March 31, 1994 was $60.0 million
compared to $260.6 million for the three months ended March 31, 1993.
Income before extraordinary items and changes in accounting principles
for the three months ended March 31, 1994 was $67.7 million compared to
$56.8 million in the year ago period.
Excluding the effects of extraordinary items and accounting changes,
fully diluted earnings per common share for the first quarter of 1994
were $.21 compared to $.23 for the first quarter of 1993. Because of
the additional income caused by the accounting changes adopted in 1993,
the earnings per share computation for 1993 assumed the conversion of
Series A preferred stock. The 1994 computation does not assume such
conversion since it would be antidilutive. If the 1993 computation had
been made on a basis comparable to that of 1994, fully diluted earnings
per common share before extraordinary items and changes in accounting
principles would have been $.16 per share for the three months ended
March 31, 1993 compared to $.21 per share for the three months ended
March 31, 1994.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)
Extraordinary Items and Accounting Changes
During the three months ended March 31, 1994, the Company repurchased
and redeemed $112.5 million of debt. The associated costs resulted in
an extraordinary charge of $7.7 million, net of $5.1 million of income
tax benefits, or $.04 per fully diluted common share.
Effective January 1, 1994, the Company adopted the Financial Accounting
Standards Board's Statement of Financial Accounting Standards ("SFAS")
112, "Employers' Accounting for Postemployment Benefits," and SFAS 115,
"Accounting for Certain Investments in Debt and Equity Securities."
SFAS 112 establishes financial accounting standards for employers that
provide benefits to former or inactive employees after employment but
before retirement. SFAS 115 establishes financial accounting standards
for investments in equity securities that have readily determinable fair
values and for all investments in debt securities. The effect of
adoption of these statements on the Company's consolidated financial
position and results of operations was immaterial.
In April 1993, the Company settled lawsuits with Honeywell Inc. in
connection with its sale of the Sperry Aerospace Group in December 1986.
As a result of the settlement, in the three months ended March 31, 1993,
the Company recorded an extraordinary charge of $26.4 million, net of
$16.8 million of income tax benefits, or $.11 per fully diluted common
share.
Effective January 1, 1993, the Company adopted SFAS 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," and SFAS
109, "Accounting for Income Taxes." The adoption of SFAS 106 decreased
net income for the three months ended March 31, 1993 by $194.8 million,
net of $124.5 million of income tax benefits, or $.79 per fully diluted
common share, and the adoption of SFAS 109 increased net income for the
three months ended March 31, 1993 by $425.0 million, or $1.73 per fully
diluted common share.
Financial Condition
During the three months ended March 31, 1994, the Company's operations
used $7.0 million cash whereas operations generated $230.4 million cash
in the same period a year earlier. Cash flow from operations decreased
from a year ago as less cash was generated from reductions in
inventories and accounts receivable.
Investments in properties and rental equipment during the first quarter
of 1994 were $43.6 million compared to $39.1 million in last years'
first quarter.
At March 31, 1994, total debt was $1.95 billion, a decline of $105.2
million from December 31, 1993 principally due to the repurchases and
redemptions discussed above. The Company intends to continue
repurchases or redemptions from time to time. Cash, cash equivalents
and marketable securities at March 31, 1994 were $696.8 million compared
to $950.5 million at December 31, 1993. During the three months ended
March 31, 1994, debt net of cash and marketable securities increased
$148.5 million. As a percent of total capital, debt net of cash and
marketable securities at March 31, 1994 was 32% compared to 29% at
December 31, 1993.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)
In February 1994, the Company declared a Series A preferred stock
dividend which was paid on April 15, 1994. On April 1, 1994, the
Company declared a Series B and C preferred stock dividend which was
also paid on April 15, 1994. These dividends included full payment for
all preferred stock dividend arrearages.
Stockholders' equity decreased $64.4 million during the first quarter of
1994, principally reflecting net income of $60.0 million, offset by
preferred dividends of $112.2 million and unfavorable currency
translation adjustments of $14.0 million.
At March 31, 1994, the Company had deferred tax assets in excess of
deferred tax liabilities of $1,123 million. For the reasons cited
below, management believes that it is more likely than not that $773
million of such assets will be realized, therefore resulting in a
valuation allowance of $350 million. In assessing the likelihood
of realization of this asset, the Company has considered various factors
including its forecast of future taxable income and available tax
planning strategies that could be implemented to realize deferred tax
assets.
The principal basis used to assess the likelihood of realization was the
Company's forecast of future taxable income which was adjusted by
applying varying probability factors to the achievement of this
forecast. Forecasted taxable income is expected to arise from ordinary
and recurring operations and to be sufficient to realize the entire
amount of net deferred tax assets. Approximately $2.3 billion of future
taxable income (predominantly U.S.) is needed to realize all of the net
deferred tax assets.
The Company's net deferred tax assets include substantial amounts of net
operating loss and tax credit carryforwards. The major portion of such
carryforwards expire beyond the year 2003. In addition, substantial
amounts of foreign net operating losses have an indefinite carryforward
period. Failure to achieve forecasted taxable income might affect the
ultimate realization of the net deferred tax assets. In recent years,
the computer industry has undergone dramatic changes and there can be no
assurance that in the future there could not be increased competition or
other factors which may result in a decline in sales or margins, loss of
market share, or technological obsolescence. The Company will evaluate
quarterly the realizability of its net deferred tax assets by assessing
its valuation allowance and by adjusting the amount of such allowance if
necessary.
In 1994, the Company may settle certain open tax years with the Internal
Revenue Service, which could result in cash payments by the Company of
approximately $125 million. These payments will not affect earnings
since provision for these taxes has been made in prior years.
PART II - OTHER INFORMATION
Item 3. Defaults upon Senior Securities
(b) On April 15, 1994, the Company paid in full the accumulated
dividend arrearage on each of its Series A Cumulative Convertible
Preferred Stock, Series B Cumulative Convertible Preferred Stock and
Series C Cumulative Convertible Preferred Stock. As of the date of this
Report, no preferred dividends are in arrears.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
During the quarter ended March 31 1994, the Company filed no Current
Reports on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
UNISYS CORPORATION
Date: May 16, 1994 By: /s/ Deborah C. Hopkins
-----------------------------
Deborah C. Hopkins
Vice President and Controller
(chief accounting officer)
EXHIBIT INDEX
Exhibit
Number Description
11 Statement of Computation of Earnings
Per Share for the three months ended
March 31, 1994 and 1993
12 Statement of Computation of Ratio
of Earnings to Fixed Charges
EXHIBIT 11
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1994 and 1993
(UNAUDITED)
(Millions, except share data)
1994 1993
Primary Earnings Per Common Share
Average Number of Outstanding
Common Shares 170,490,768 161,989,615
Additional Shares Assuming Exercise
of Stock Options 2,840,526 3,034,664
----------- -----------
Average Number of Outstanding Common
Shares and Common Share Equivalents 173,331,294 165,024,279
=========== ===========
Income Before Extraordinary Items and
Changes in Accounting Principles $ 67.7 $ 56.8
Dividends on Series A, B and C
Preferred Stock (30.1) (30.4)
------- -------
Primary Earnings on Common Shares Before
Extraordinary Items and Changes in
Accounting Principles 37.6 26.4
Extraordinary Items (7.7) (26.4)
Effect of Changes in
Accounting Principles 230.2
------- -------
Primary Earnings on Common Shares $ 29.9 $230.2
======= =======
Primary Earnings Per Common Share
Before Extraordinary Items and Changes
in Accounting Principles $ .21 $ .16
Extraordinary Items (.04) (.16)
Effect of Changes in
Accounting Principles 1.39
------- -------
Total $ .17 $1.39
======= =======
Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common
Shares and Common Share Equivalents 173,331,294 165,024,279
Additional Shares:
Assuming Conversion of:
Series A Preferred Stock 47,712,534
8 1/4% Convertible Notes 33,699,634 33,699,634
Attributable to Stock Options 348,457 294,792
---------- ----------
Common Shares Outstanding Assuming
Full Dilution 207,379,385 246,731,239
=========== ===========
Primary Earnings on Common Shares
Before Extraordinary Items and
Changes in Accounting Principles $ 37.6 $ 26.4
Exclude Dividends on Series A
Preferred Stock 26.8
Interest Expense on 8 1/4% Convertible
Notes, Net of Applicable Tax 4.4 4.5
------- -------
Fully Diluted Earnings on Common
Shares Before Extraordinary Items
and Changes in Accounting Principles 42.0 57.7
Extraordinary Items (7.7) (26.4)
Effect of Changes in Accounting
Principles 230.2
------- -------
Fully Diluted Earnings on Common Shares $ 34.3 $261.5
======== =======
Fully Diluted Earnings Per Common Share
Before Extraordinary Items and Changes
in Accounting Principles $ .21 $ .23
Extraordinary Items (.04) (.11)
Effect of Changes in Accounting
Principles .94
------- -------
Total $ .17 $1.06
======== ========
[DESCRIPTION] Ratio of Earnings to Fixed Charges
EXHIBIT 12
UNISYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
($ in millions)
Three
Months
Ended
March 31 Years Ended December 31
1994 1993 1992 1991 1990 1989
Income (loss) before income taxes $ 95.3 $503.4 $435.6 $(1,288.3) $(337.3) $(554.3)
Add (deduct) share of loss (income)
of associated companies 3.3 14.5 3.2 (6.5) (51.8) (50.0)
------- ------- ------ -------- ------- -------
Subtotal 98.6 517.9 438.8 (1,294.8) (389.1) (604.3)
------- ------- ------ -------- ------- -------
Interest expense (net of interest
capitalized) 52.0 241.7 340.6 407.6 446.7 425.7
Amortization of debt issuance
expenses 1.6 6.6 4.8 1.8 1.5 1.6
Portion of rental expense
representative of interest 19.0 76.0 84.3 86.4 82.5 78.8
------- ------ ------ ------- ------- -------
Total Fixed Charges 72.6 324.3 429.7 495.8 530.7 506.1
------- ------ ------ ------- ------- -------
Earnings (loss) before estimated
income taxes and fixed charges $ 171.2 $842.2 $868.5 $(799.0) $ 141.6 $( 98.2)
======== ====== ====== ======= ======= =======
Ratio of earnings to fixed charges 2.36 2.60 2.02 (a) (a) (a)
======== ====== ====== ======= ======= =======
(a) Earnings in 1991, 1990 and 1989 were inadequate to cover fixed charges by $1,294.8 million,
$389.1 million and $604.3 million, respectively.
