CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 1-8729 | 38-0387840 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
801 Lakeview Drive, Suite 100 Blue Bell, Pennsylvania 19422 |
(Address of principal executive offices) (Zip Code) |
(215) 986-4011 |
(Registrant’s telephone number, including area code) |
N/A |
(Former name or former address, if changed since last report) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) | The following exhibit is being furnished herewith: |
Description | ||
99 | News Release, dated July 26, 2016, of Unisys Corporation | |
Unisys Corporation | |||
Date: July 26, 2016 | By: | /s/ Janet B. Haugen | |
Janet B. Haugen | |||
Senior Vice President and Chief Financial Officer |
Exhibit No. | Description | |
99 | News Release, dated July 26, 2016, of Unisys Corporation |
Investor Contact: | Courtney Holben, 215-986-3379 courtney.holben@unisys.com |
Media Contact: | John Clendening, 214-403-1981 john.clendening@unisys.com |
• | Operating profit margin of 6.6 percent, an increase of 1310 basis points from operating profit margin of (6.5) percent in 2Q 2015 |
• | Non-GAAP operating profit margin(1) of 10.8 percent, an increase of 690 basis points from the prior year |
• | Diluted earnings per share of $0.36 versus ($1.17) in 2Q 2015 |
• | Non-GAAP diluted earnings per share(2) of $0.81 versus $0.33 in 2Q 2015 |
• | Operating cash flow increase of $55.7 million year over year to $34.6 million; $78.7 million increase in non-GAAP adjusted free cash flow(4) year-over-year to $54.3 million |
• | Revenue of $748.9 million, down 2 percent, or down less than 1 percent on a constant-currency basis*, year over year |
• | Unisys re-affirms full-year guidance for total company revenue, non-GAAP operating profit margin and adjusted free cash flow |
• | Overall operating profit margin of 6.6 percent includes cost reduction charges and pension expense. Second quarter 2016 non-GAAP operating profit margin was 10.8 percent, an increase of 690 basis points from the prior year. |
• | Net income grew to $21.6 million versus $(58.2) million in the second quarter of 2015, representing margin expansion of 1050 basis points. Adjusted EBITDA(5) saw growth of 71.0 percent to $123.6 million versus the prior year, representing margin expansion of 710 basis points. |
• | Overall increased profitability was driven in large part by decreased operating expenses resulting from the company’s ongoing cost-cutting efforts and was also helped by an increase in revenues from higher-margin technology products. |
• | Operating cash flow increased by $55.7 million versus the prior year to $34.6 million, while adjusted free cash flow in the second quarter 2016 increased $78.7 million from the prior year, representing the third consecutive quarter of positive adjusted free cash flow. |
• | Revenue of $748.9 million declined 2.1 percent year over year or (0.9) percent on a constant-currency basis. |
• | Services revenue, which represented 82.0 percent of total revenue, declined by 7.2 percent to $613.8 million, down 6.1 percent in constant currency. The decline in the Services business was largely offset by a strong quarter for the Technology business, as noted below. |
• | Services gross margin improved 110 basis points from 15.7 percent to 16.8 percent. Services operating profit margin was 2.1 percent, a decrease of 10 basis points from the prior year, or flat on a constant-currency basis, reflecting continued investment in the business to reach longer-term profitability goals. |
• | Total Services backlog ended the second quarter at $3.8 billion, down 13.7 percent year-over-year. |
• | Technology revenue, which represented 18.0 percent of total revenue, increased 30.7 percent year-over-year, 32.4 percent in constant currency, largely driven by increased ClearPath ForwardTM sales. |
• | Technology operating profit margin improved to 48.0 percent from 15.6 percent in the prior year due to increased gross margins, as well as the benefit of selling, general & administrative reductions. |
• | Capital expenditures declined 36.4 percent year-over-year to $34.0 million, reflective of significant investments in outsourcing assets that were made in the second quarter of 2015. |
• | Second quarter 2016 operating cash flow increased by $55.7 million versus the prior year to $34.6 million. Free cash flow of $0.6 million improved $75.2 million year-over-year and was positive due to higher operating cash flow and lower capital expenditures. Adjusted free cash flow in the second quarter of 2016 increased $78.7 million from the prior year to $54.3 million, representing the third consecutive quarter of positive adjusted free cash flow. |
• | During the second quarter 2016, the company executed on cost-cutting plans, largely related to headcount reductions, that are expected to result in $30 million of annualized cost savings, bringing the total to date to $155 million against a plan of $200 million for 2016, with another $30 million expected in 2017. |
• | At June 30, 2016, the company had $463.6 million in cash. |
• | A series of security-related achievements, including approval of Unisys Stealth® from the U.S. National Security Agency’s (NSA) Commercial Solutions for Classified (CSfC) program in the U.S., and by the National Information Assurance Partnership (NIAP), making Unisys Stealth eligible for use by governments in more than 20 countries to protect their most sensitive systems and information. |
• | A hardware-independent version of the ClearPath Forward MCP operating environment software, marking the first time that Unisys has offered a software-only version of its ClearPath Forward operating system platform. |
• | The new Unisys, Sandstone and PCT (USP) digital banking platform designed to enable financial institutions to provide more secure banking services. The platform will provide built-in adaptive biometric and data analytics to securely identify customers and validate transactions, to reduce fraud and enhance customer experience. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenue | ||||||||||||||||
Services | $ | 613.8 | $ | 661.5 | $ | 1,208.9 | $ | 1,300.5 | ||||||||
Technology | 135.1 | 103.3 | 206.8 | 185.5 | ||||||||||||
748.9 | 764.8 | 1,415.7 | 1,486.0 | |||||||||||||
Costs and expenses | ||||||||||||||||
Cost of revenue: | ||||||||||||||||
Services | 529.1 | 585.7 | 1,062.8 | 1,150.0 | ||||||||||||
Technology | 41.5 | 54.8 | 76.1 | 94.7 | ||||||||||||
570.6 | 640.5 | 1,138.9 | 1,244.7 | |||||||||||||
Selling, general and administrative | 115.7 | 145.4 | 225.8 | 274.2 | ||||||||||||
Research and development | 13.1 | 28.4 | 29.1 | 46.6 | ||||||||||||
699.4 | 814.3 | 1,393.8 | 1,565.5 | |||||||||||||
Operating profit (loss) | 49.5 | (49.5 | ) | 21.9 | (79.5 | ) | ||||||||||
Interest expense | 7.8 | 2.7 | 12.2 | 5.3 | ||||||||||||
Other income (expense), net | 2.6 | 1.4 | 1.4 | 6.3 | ||||||||||||
Income (loss) before income taxes | 44.3 | (50.8 | ) | 11.1 | (78.5 | ) | ||||||||||
Provision for income taxes | 18.8 | 5.1 | 24.3 | 18.4 | ||||||||||||
Consolidated net income (loss) | 25.5 | (55.9 | ) | (13.2 | ) | (96.9 | ) | |||||||||
Net income attributable to noncontrolling interests | 3.9 | 2.3 | 5.1 | 4.5 | ||||||||||||
Net income (loss) attributable to Unisys Corporation | $ | 21.6 | $ | (58.2 | ) | $ | (18.3 | ) | $ | (101.4 | ) | |||||
Earnings (loss) per share attributable to Unisys Corporation | ||||||||||||||||
Basic | $ | 0.43 | $ | (1.17 | ) | $ | (0.37 | ) | $ | (2.03 | ) | |||||
Diluted | $ | 0.36 | $ | (1.17 | ) | $ | (0.37 | ) | $ | (2.03 | ) | |||||
Shares used in the per share computations (in thousands) | ||||||||||||||||
Basic | 50,069 | 49,927 | 50,036 | 49,874 | ||||||||||||
Diluted | 71,786 | 49,927 | 50,036 | 49,874 |
Total | Eliminations | Services | Technology | |||||||||||||
Three Months Ended June 30, 2016 | ||||||||||||||||
Customer revenue | $ | 748.9 | $ | 613.8 | $ | 135.1 | ||||||||||
Intersegment | $ | (5.9 | ) | — | 5.9 | |||||||||||
Total revenue | $ | 748.9 | $ | (5.9 | ) | $ | 613.8 | $ | 141.0 | |||||||
Gross profit percent | 23.8 | % | 16.8 | % | 66.9 | % | ||||||||||
Operating profit percent | 6.6 | % | 2.1 | % | 48.0 | % | ||||||||||
Three Months Ended June 30, 2015 | ||||||||||||||||
Customer revenue | $ | 764.8 | $ | 661.5 | $ | 103.3 | ||||||||||
Intersegment | $ | (22.0 | ) | 0.1 | 21.9 | |||||||||||
Total revenue | $ | 764.8 | $ | (22.0 | ) | $ | 661.6 | $ | 125.2 | |||||||
Gross profit percent | 16.3 | % | 15.7 | % | 43.9 | % | ||||||||||
Operating profit (loss) percent | (6.5 | )% | 2.2 | % | 15.6 | % |
Total | Eliminations | Services | Technology | |||||||||||||
Six Months Ended June 30, 2016 | ||||||||||||||||
Customer revenue | $ | 1,415.7 | $ | 1,208.9 | $ | 206.8 | ||||||||||
Intersegment | $ | (11.5 | ) | — | 11.5 | |||||||||||
Total revenue | $ | 1,415.7 | $ | (11.5 | ) | $ | 1,208.9 | $ | 218.3 | |||||||
Gross profit percent | 19.6 | % | 15.5 | % | 60.4 | % | ||||||||||
Operating profit percent | 1.5 | % | 1.4 | % | 37.4 | % | ||||||||||
Six Months Ended June 30, 2015 | ||||||||||||||||
Customer revenue | $ | 1,486.0 | $ | 1,300.5 | $ | 185.5 | ||||||||||
Intersegment | $ | (28.7 | ) | 0.1 | 28.6 | |||||||||||
Total revenue | $ | 1,486.0 | $ | (28.7 | ) | $ | 1,300.6 | $ | 214.1 | |||||||
Gross profit percent | 16.2 | % | 14.9 | % | 46.3 | % | ||||||||||
Operating profit (loss) percent | (5.3 | )% | 0.4 | % | 11.3 | % |
June 30, 2016 | December 31, 2015 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 463.6 | $ | 365.2 | ||||
Accounts and notes receivable, net | 561.1 | 581.6 | ||||||
Inventories: | ||||||||
Parts and finished equipment | 18.2 | 20.9 | ||||||
Work in process and materials | 20.9 | 22.9 | ||||||
Prepaid expenses and other current assets | 130.4 | 120.9 | * | |||||
Total | 1,194.2 | 1,111.5 | * | |||||
Properties | 888.9 | 876.6 | ||||||
Less-Accumulated depreciation and amortization | 743.5 | 722.8 | ||||||
Properties, net | 145.4 | 153.8 | ||||||
Outsourcing assets, net | 185.4 | 182.0 | ||||||
Marketable software, net | 136.3 | 138.5 | ||||||
Prepaid postretirement assets | 68.4 | 45.1 | ||||||
Deferred income taxes | 130.5 | 127.4 | * | |||||
Goodwill | 179.7 | 177.4 | ||||||
Other long-term assets | 201.7 | 194.3 | * | |||||
Total | $ | 2,241.6 | $ | 2,130.0 | * | |||
Liabilities and deficit | ||||||||
Current liabilities | ||||||||
Notes payable | $ | — | $ | 65.8 | ||||
Current maturities of long-term-debt | 11.1 | 11.0 | ||||||
Accounts payable | 187.2 | 219.3 | ||||||
Deferred revenue | 333.2 | 335.1 | ||||||
Other accrued liabilities | 352.4 | 329.9 | * | |||||
Total | 883.9 | 961.1 | * | |||||
Long-term debt | 408.8 | 233.7 | * | |||||
Long-term postretirement liabilities | 1,999.3 | 2,111.3 | ||||||
Long-term deferred revenue | 139.8 | 123.3 | ||||||
Other long-term liabilities | 83.4 | 79.2 | * | |||||
Commitments and contingencies | ||||||||
Total deficit | (1,273.6 | ) | (1,378.6 | ) | ||||
Total | $ | 2,241.6 | $ | 2,130.0 | * |
* | Certain amounts have been reclassified to conform to the current-year presentation. |
Six Months Ended June 30, | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities | ||||||||
Consolidated net loss | $ | (13.2 | ) | $ | (96.9 | ) | ||
Add (deduct) items to reconcile consolidated net loss to net cash provided by (used for) operating activities: | ||||||||
Foreign currency transaction losses | 0.4 | 0.6 | ||||||
Non-cash interest expense | 2.8 | — | ||||||
Employee stock compensation | 5.3 | 6.2 | ||||||
Depreciation and amortization of properties | 19.3 | 22.7 | ||||||
Depreciation and amortization of outsourcing assets | 25.7 | 26.1 | ||||||
Amortization of marketable software | 32.4 | 32.9 | ||||||
Other non-cash operating activities | 1.0 | 2.9 | ||||||
Loss on disposal of capital assets | 1.6 | 5.0 | ||||||
Pension contributions | (64.1 | ) | (75.7 | ) | ||||
Pension expense | 41.8 | 54.3 | ||||||
Increase in deferred income taxes, net | (9.7 | ) | (7.2 | ) | ||||
Decrease in receivables, net | 24.9 | 62.3 | ||||||
Decrease (increase) in inventories | 5.8 | (10.1 | ) | |||||
Decrease in accounts payable and other accrued liabilities | (36.0 | ) | (84.1 | ) | ||||
Increase (decrease) in other liabilities | 12.3 | (14.3 | ) | |||||
Decrease in other assets | 8.5 | 10.9 | ||||||
Net cash provided by (used for) operating activities | 58.8 | (64.4 | ) | |||||
Cash flows from investing activities | ||||||||
Proceeds from investments | 2,236.8 | 2,203.1 | ||||||
Purchases of investments | (2,238.0 | ) | (2,174.4 | ) | ||||
Investment in marketable software | (30.2 | ) | (33.4 | ) | ||||
Capital additions of properties | (11.0 | ) | (24.7 | ) | ||||
Capital additions of outsourcing assets | (28.8 | ) | (52.7 | ) | ||||
Other | (0.7 | ) | (1.7 | ) | ||||
Net cash used for investing activities | (71.9 | ) | (83.8 | ) | ||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of long-term debt | 213.5 | 31.8 | ||||||
Payments for capped call transactions | (27.3 | ) | — | |||||
Issuance costs relating to long-term debt | (7.3 | ) | — | |||||
Payments of long-term debt | (1.3 | ) | (0.6 | ) | ||||
Proceeds from exercise of stock options | — | 3.7 | ||||||
Payments of short-term borrowings | (65.8 | ) | — | |||||
Net cash provided by financing activities | 111.8 | 34.9 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (0.3 | ) | (16.2 | ) | ||||
Increase (decrease) in cash and cash equivalents | 98.4 | (129.5 | ) | |||||
Cash and cash equivalents, beginning of period | 365.2 | 494.3 | ||||||
Cash and cash equivalents, end of period | $ | 463.6 | $ | 364.8 |
Three Months | Six Months | ||||||||||||||||
Ended June 30 | Ended June 30 | ||||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||||
GAAP net income (loss) attributable to Unisys Corporation common shareholders | $ | 21.6 | $ | (58.2 | ) | $ | (18.3 | ) | $ | (101.4 | ) | ||||||
Cost reduction expense, net of tax of ($0.1), $4.0, $2.1, $4.0, respectively | 10.3 | 48.6 | 35.0 | 48.6 | |||||||||||||
Pension expense, net of tax of ($0.3), $0.5, ($0.6), $1.0, respectively | 21.8 | 25.9 | 42.4 | 53.3 | |||||||||||||
Non-GAAP net income (loss) attributable to Unisys Corporation common shareholders | 53.7 | 16.3 | 59.1 | 0.5 | |||||||||||||
Add interest expense on convertible notes | 4.5 | — | 5.2 | — | |||||||||||||
Non-GAAP net income (loss) attributable to Unisys Corporation for diluted earnings per share | $ | 58.2 | $ | 16.3 | $ | 64.3 | $ | 0.5 | |||||||||
Weighted average shares (thousands) | 50,069 | 49,927 | 50,036 | 49,874 | |||||||||||||
Plus incremental shares from assumed conversion: | |||||||||||||||||
Employee stock plans | 167 | 155 | 151 | 187 | |||||||||||||
Convertible notes | 21,550 | — | 12,593 | — | |||||||||||||
Non-GAAP adjusted weighted average shares | 71,786 | 50,082 | 62,780 | 50,061 | |||||||||||||
Diluted earnings (loss) per share | |||||||||||||||||
GAAP basis | |||||||||||||||||
GAAP net income (loss) attributable to Unisys Corporation for diluted earnings per share | $ | 26.1 | $ | (58.2 | ) | $ | (18.3 | ) | $ | (101.4 | ) | ||||||
Divided by adjusted weighted average shares | 71,786 | 49,927 | 50,036 | 49,874 | |||||||||||||
GAAP income (loss) per diluted share | $ | 0.36 | $ | (1.17 | ) | $ | (0.37 | ) | $ | (2.03 | ) | ||||||
Non-GAAP basis | |||||||||||||||||
Non-GAAP net income (loss) attributable to Unisys Corporation for diluted earnings per share | $ | 58.2 | $ | 16.3 | $ | 64.3 | $ | 0.5 | |||||||||
Divided by Non-GAAP adjusted weighted average shares | 71,786 | 50,082 | 62,780 | 50,061 | |||||||||||||
Non-GAAP earnings (loss) per diluted share | $ | 0.81 | $ | 0.33 | $ | 1.02 | $ | 0.01 | |||||||||
Three Months | Six Months | ||||||||||||||||
Ended June 30 | Ended June 30 | ||||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||||
GAAP operating income (loss) | $ | 49.5 | $ | (49.5 | ) | $ | 21.9 | $ | (79.5 | ) | |||||||
Cost reduction expense | 10.2 | 52.6 | 37.1 | 52.6 | |||||||||||||
FAS87 pension expense | 21.5 | 26.4 | 41.8 | 54.3 | |||||||||||||
Non-GAAP operating profit (loss) | $ | 81.2 | $ | 29.5 | $ | 100.8 | $ | 27.4 | |||||||||
Customer Revenue | $ | 748.9 | $ | 764.8 | $ | 1,415.7 | $ | 1,486.0 | |||||||||
GAAP operating income (loss) % | 6.6 | % | (6.5 | )% | 1.5 | % | (5.3 | )% | |||||||||
Non-GAAP operating profit (loss) % | 10.8 | % | 3.9 | % | 7.1 | % | 1.8 | % |
Three Months | Six Months | ||||||||||||||||
Ended June 30 | Ended June 30 | ||||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||||
Cash provided by (used for) operations | $ | 34.6 | $ | (21.1 | ) | $ | 58.8 | $ | (64.4 | ) | |||||||
Additions to marketable software | (15.9 | ) | (16.7 | ) | (30.2 | ) | (33.4 | ) | |||||||||
Additions to properties | (4.4 | ) | (10.8 | ) | (11.0 | ) | (24.7 | ) | |||||||||
Additions to outsourcing assets | (13.7 | ) | (26.0 | ) | (28.8 | ) | (52.7 | ) | |||||||||
Free cash flow | 0.6 | (74.6 | ) | (11.2 | ) | (175.2 | ) | ||||||||||
Pension funding | 32.5 | 37.0 | 64.1 | 75.7 | |||||||||||||
Cost reduction funding | 21.2 | 13.2 | 39.2 | 13.2 | |||||||||||||
Free cash flow before pension & cost reduction funding | $ | 54.3 | $ | (24.4 | ) | $ | 92.1 | $ | (86.3 | ) |