PBI 2014.03.31 10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
OR
o 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: 1-3579
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)
|
| | |
Delaware | | 06-0495050 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
1 Elmcroft Road, Stamford, Connecticut | | 06926-0700 |
(Address of principal executive offices) | | (Zip Code) |
|
|
(203) 356-5000 |
(Registrant’s telephone number, including area code) |
|
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| | | |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of April 23, 2014, 202,640,173 shares of common stock, par value $1 per share, of the registrant were outstanding.
PITNEY BOWES INC.
INDEX
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| Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2014 and 2013 | |
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| Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2014 and 2013 | |
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| Condensed Consolidated Balance Sheets at March 31, 2014 and December 31, 2013 | |
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| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013 | |
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PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited; in thousands, except per share data)
|
| | | | | | | |
| Three Months Ended March 31, |
| 2014 | | 2013 |
Revenue: | |
| | |
|
Equipment sales | $ | 189,056 |
| | $ | 196,767 |
|
Supplies | 79,517 |
| | 73,218 |
|
Software | 91,555 |
| | 87,012 |
|
Rentals | 123,579 |
| | 129,114 |
|
Financing | 110,050 |
| | 113,887 |
|
Support services | 158,252 |
| | 162,589 |
|
Business services | 185,488 |
| | 146,776 |
|
Total revenue | 937,497 |
| | 909,363 |
|
Costs and expenses: | |
| | |
|
Cost of equipment sales | 82,534 |
| | 94,543 |
|
Cost of supplies | 24,154 |
| | 22,846 |
|
Cost of software | 30,164 |
| | 24,791 |
|
Cost of rentals | 25,444 |
| | 26,398 |
|
Financing interest expense | 19,653 |
| | 19,019 |
|
Cost of support services | 98,981 |
| | 102,529 |
|
Cost of business services | 128,936 |
| | 102,355 |
|
Selling, general and administrative | 351,375 |
| | 351,654 |
|
Research and development | 26,192 |
| | 29,251 |
|
Restructuring charges | 9,841 |
| | — |
|
Interest expense, net | 24,064 |
| | 28,991 |
|
Other expense | 61,657 |
| | 25,121 |
|
Total costs and expenses | 882,995 |
| | 827,498 |
|
Income from continuing operations before income taxes | 54,502 |
| | 81,865 |
|
Provision for income taxes | 8,036 |
| | 17,795 |
|
Income from continuing operations | 46,466 |
| | 64,070 |
|
Income from discontinued operations, net of tax | 2,801 |
| | 8,030 |
|
Net income | 49,267 |
| | 72,100 |
|
Less: Preferred stock dividends attributable to noncontrolling interests | 4,594 |
| | 4,594 |
|
Net income attributable to Pitney Bowes Inc. | $ | 44,673 |
| | $ | 67,506 |
|
Amounts attributable to common stockholders: | |
| | |
|
Net income from continuing operations | $ | 41,872 |
| | $ | 59,476 |
|
Income from discontinued operations, net of tax | 2,801 |
| | 8,030 |
|
Net income attributable to Pitney Bowes Inc. | $ | 44,673 |
| | $ | 67,506 |
|
Basic earnings per share attributable to common stockholders: | |
| | |
|
Continuing operations | $ | 0.21 |
| | $ | 0.30 |
|
Discontinued operations | 0.01 |
| | 0.04 |
|
Net income attributable to Pitney Bowes Inc. | $ | 0.22 |
| | $ | 0.34 |
|
Diluted earnings per share attributable to common stockholders: | |
| | |
|
Continuing operations | $ | 0.21 |
| | $ | 0.29 |
|
Discontinued operations | 0.01 |
| | 0.04 |
|
Net income attributable to Pitney Bowes Inc. | $ | 0.22 |
| | $ | 0.33 |
|
See Notes to Condensed Consolidated Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; in thousands)
|
| | | | | | | |
| Three Months Ended |
| Three Months Ended March 31, |
| 2014 | | 2013 |
Net income | $ | 49,267 |
| | $ | 72,100 |
|
Less: Preferred stock dividends attributable to noncontrolling interests | 4,594 |
| | 4,594 |
|
Net income attributable to Pitney Bowes Inc. | 44,673 |
| | 67,506 |
|
Other comprehensive income (loss), net of tax: | | | |
Net unrealized gain on cash flow hedges, net of tax of $238 and $344, respectively | 373 |
| | 538 |
|
Net unrealized gain on investment securities, net of tax of $1,204 and $175, respectively | 2,059 |
| | 274 |
|
Amortization of pension and postretirement costs, net of tax of $3,641 and $6,139, respectively | 6,142 |
| | 10,631 |
|
Foreign currency translations | (7,351 | ) | | (42,204 | ) |
Other comprehensive income (loss) | 1,223 |
| | (30,761 | ) |
Comprehensive income attributable to Pitney Bowes Inc. | $ | 45,896 |
| | $ | 36,745 |
|
See Notes to Condensed Consolidated Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except share and per share data)
|
| | | | | | | |
| March 31, 2014 | | December 31, 2013 |
ASSETS | |
| | |
|
Current assets: | |
| | |
|
Cash and cash equivalents | $ | 903,342 |
| | $ | 907,806 |
|
Short-term investments | 27,060 |
| | 31,128 |
|
Accounts receivable (net of allowance of $13,900 and $13,419, respectively) | 430,249 |
| | 469,800 |
|
Finance receivables (net of allowance of $23,607 and $24,340, respectively) | 1,071,576 |
| | 1,102,921 |
|
Inventories | 100,956 |
| | 103,580 |
|
Current income taxes | 30,006 |
| | 28,934 |
|
Other current assets and prepayments | 125,065 |
| | 147,067 |
|
Assets held for sale | 127,038 |
| | 46,976 |
|
Total current assets | 2,815,292 |
| | 2,838,212 |
|
Property, plant and equipment, net | 237,901 |
| | 245,171 |
|
Rental property and equipment, net | 219,512 |
| | 226,146 |
|
Finance receivables (net of allowance of $12,014 and $12,609, respectively) | 874,839 |
| | 962,363 |
|
Investment in leveraged leases | 33,690 |
| | 34,410 |
|
Goodwill | 1,726,596 |
| | 1,734,871 |
|
Intangible assets, net | 110,878 |
| | 120,387 |
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Non-current income taxes | 69,008 |
| | 73,751 |
|
Other assets | 543,620 |
| | 537,397 |
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Total assets | $ | 6,631,336 |
| | $ | 6,772,708 |
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LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY | | |
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Current liabilities: | |
| | |
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Accounts payable and accrued liabilities | $ | 1,484,250 |
| | $ | 1,644,582 |
|
Current income taxes | 163,080 |
| | 157,340 |
|
Current portion of long-term debt | 274,879 |
| | — |
|
Advance billings | 466,410 |
| | 425,833 |
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Liabilities related to assets held for sale | 1,116 |
| | — |
|
Total current liabilities | 2,389,735 |
| | 2,227,755 |
|
Deferred taxes on income | 58,975 |
| | 60,667 |
|
Tax uncertainties and other income tax liabilities | 187,423 |
| | 186,452 |
|
Long-term debt | 3,066,690 |
| | 3,346,295 |
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Other non-current liabilities | 442,365 |
| | 466,766 |
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Total liabilities | 6,145,188 |
| | 6,287,935 |
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Noncontrolling interests (Preferred stockholders’ equity in subsidiaries) | 296,370 |
| | 296,370 |
|
Commitments and contingencies (See Note 14) |
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| |
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Stockholders’ equity: | | | |
Cumulative preferred stock, $50 par value, 4% convertible | 1 |
| | 4 |
|
Cumulative preference stock, no par value, $2.12 convertible | 563 |
| | 591 |
|
Common stock, $1 par value (480,000,000 shares authorized; 323,337,912 shares issued) | 323,338 |
| | 323,338 |
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Additional paid-in capital | 170,038 |
| | 196,977 |
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Retained earnings | 4,705,475 |
| | 4,698,791 |
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Accumulated other comprehensive loss | (573,333 | ) | | (574,556 | ) |
Treasury stock, at cost (120,699,367 and 121,255,390 shares, respectively) | (4,436,304 | ) | | (4,456,742 | ) |
Total stockholders’ equity | 189,778 |
| | 188,403 |
|
Total liabilities, noncontrolling interests and stockholders’ equity | $ | 6,631,336 |
| | $ | 6,772,708 |
|
See Notes to Condensed Consolidated Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
|
| | | | | | | |
| Three Months Ended March 31, |
| 2014 | | 2013 |
Cash flows from operating activities: | |
| | |
|
Net income before attribution of noncontrolling interests | $ | 49,267 |
| | $ | 72,100 |
|
Restructuring payments | (18,937 | ) | | (16,275 | ) |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
|
Loss on disposal of businesses | 539 |
| | — |
|
Proceeds from settlement of derivative instruments | — |
| | 4,838 |
|
Depreciation and amortization | 44,595 |
| | 57,227 |
|
Stock-based compensation | 3,886 |
| | 3,704 |
|
Restructuring charges and asset impairments | 9,841 |
| | — |
|
Changes in operating assets and liabilities: | |
| | |
|
Decrease in accounts receivable | 40,135 |
| | 71,401 |
|
Decrease in finance receivables | 52,857 |
| | 76,628 |
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(Increase) decrease in inventories | (447 | ) | | 8,807 |
|
Increase in other current assets and prepayments | (4,020 | ) | | (4,396 | ) |
Decrease in accounts payable and accrued liabilities | (114,327 | ) | | (169,292 | ) |
Increase (decrease) in current and non-current income taxes | 5,494 |
| | (11,472 | ) |
Increase in advance billings | 36,523 |
| | 23,101 |
|
Increase in other operating capital, net | 210 |
| | 15,789 |
|
Net cash provided by operating activities | 105,616 |
| | 132,160 |
|
Cash flows from investing activities: | |
| | |
|
Short-term and other investments | (12,650 | ) | | 2,143 |
|
Capital expenditures | (30,143 | ) | | (38,839 | ) |
Net investment in external financing | (597 | ) | | (506 | ) |
Net payments related to sale of businesses | (539 | ) | | — |
|
Reserve account deposits | (15,159 | ) | | (27,327 | ) |
Net cash used in investing activities | (59,088 | ) | | (64,529 | ) |
Cash flows from financing activities: | |
| | |
|
Proceeds from the issuance of debt, net of fees and discounts of $7,475 and $13,387, respectively | 492,525 |
| | 411,613 |
|
Principal payments of long-term debt | (499,850 | ) | | (404,637 | ) |
Proceeds from the issuance of common stock under employee stock-based compensation plans | 3,099 |
| | 1,876 |
|
Purchase of subsidiary shares from noncontrolling interest | (7,718 | ) | | — |
|
Dividends paid to stockholders | (37,975 | ) | | (75,347 | ) |
Net cash used in financing activities | (49,919 | ) | | (66,495 | ) |
Effect of exchange rate changes on cash and cash equivalents | (1,073 | ) | | (4,748 | ) |
Decrease in cash and cash equivalents | (4,464 | ) | | (3,612 | ) |
Cash and cash equivalents at beginning of period | 907,806 |
| | 913,276 |
|
Cash and cash equivalents at end of period | $ | 903,342 |
| | $ | 909,664 |
|
| | | |
Cash interest paid | $ | 74,374 |
| | $ | 72,650 |
|
Cash income tax payments, net of refunds | $ | 5,649 |
| | $ | 36,871 |
|
See Notes to Condensed Consolidated Financial Statements
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
1. Description of Business and Basis of Presentation
Pitney Bowes Inc. and its subsidiaries (we, us, our or the company) is a global provider of technology solutions helping small, mid-sized and large firms connect to customers to facilitate and simplify commerce, build loyalty and grow revenue. We deliver our solutions on open platforms to best organize, analyze and apply public and proprietary data to two-way customer communications. We offer solutions for direct mail, transactional mail, customer engagement management and analytics and ecommerce parcel management, along with digital channel messaging for the Web, email and mobile applications. We conduct our business activities in five reporting segments. See Note 2 for information regarding our reportable segments.
We have prepared the accompanying unaudited Condensed Consolidated Financial Statements 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, 2013 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, 2014.
As of March 31, 2014, we were actively pursuing the sale of our Canadian Document Imaging Solutions (DIS) business, which consists of hardware (copiers and printers), document management software solutions and the related lease portfolio. The revenues and expenses directly related to the DIS business were classified as discontinued operations in the unaudited Condensed Consolidated Statements of Income for all periods presented. The cash flows from discontinued operations are not separately stated or classified in the accompanying unaudited Condensed Consolidated Statements of Cash Flows. See Note 4 and Note 17 for additional information.
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, 2013 (the 2013 Annual Report).
Changes in Segment Presentation
As a result of certain organizational changes designed to realign our business units to reflect the clients served and how we review, analyze, measure and manage our operations, we have revised our business segment reporting. We have recast historical segment results to conform to our current segment presentation and to exclude discontinued operations. See Note 2 for additional information.
Revision of Prior Period Amounts
During the third quarter of 2013, we determined that certain revenue previously reported as rentals revenue included a service component and should have been classified as support services revenue. Accordingly, the unaudited Condensed Consolidated Statement of Income for the three months ended March 31, 2013 has been revised to reflect the correct classification, resulting in a decrease in rentals revenue and corresponding increase in support services revenue of $5 million. Also during the third quarter of 2013, we determined that certain research and development costs should have been classified as cost of software. Accordingly, the unaudited Condensed Consolidated Statement of Income for the three months ended March 31, 2013 has been revised to reflect the correct classification, resulting in a decrease in research and development expenses and a corresponding increase in cost of software of $4 million.
These revisions did not impact previously reported total revenue, total costs and expenses, net income or earnings per share amounts and the effect of these revisions was not material to any of our previously issued financial statements. Previously issued financial statements will be revised to reflect these reclassification adjustments in future filings.
New Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. These changes, when adopted, will impact the disposals that will qualify for discontinued operations treatment in the future. We intend to adopt the new standard when it becomes effective on January 1, 2015.
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
2. Segment Information
During 2013, we sold certain businesses and realigned our segment reporting to reflect the clients served, the solutions we offer, and how we manage, review, analyze and measure our operations. During the first quarter of 2014, we reclassified our shipping solutions operations from the Small & Medium Business Solutions segment group to the Digital Commerce Solutions segment. Additionally, the DIS business, originally included in the North America Mailing segment was classified as a discontinued operation. Historical segment results have been recast to conform to our current segment presentation and to exclude discontinued operations. The principal products and services of each of our reporting segments are as follows:
Small & Medium Business Solutions:
North America Mailing: Includes the revenue and related expenses from the sale, rental and financing of mailing equipment and supplies for small and medium size businesses to efficiently create mail and evidence postage in the U.S. and Canada.
International Mailing: Includes the revenue and related expenses from the sale, rental and financing of mailing equipment and supplies for small and medium size businesses to efficiently create mail and evidence postage in areas outside North America.
Enterprise Business Solutions:
Production Mail: Includes the worldwide revenue and related expenses from the sale of high-speed, high-volume inserting and sortation equipment and production printer systems and supplies to large enterprise clients to process inbound and outbound mail and related support and other professional services.
Presort Services: Includes revenue and related expenses from presort mail services for our large enterprise clients to qualify large mail volumes for postal worksharing discounts.
Digital Commerce Solutions:
Digital Commerce Solutions: Includes the worldwide revenue and related expenses from (i) the sale and support services of non-equipment-based mailing, customer engagement, geocoding and location intelligence software; (ii) our shipping and cross-border ecommerce solutions; (iii) direct marketing services for targeted clients; and (iv) our digital mail delivery service offering.
We determine segment earnings before interest and taxes (EBIT) by deducting from segment revenue the related costs and expenses attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges and other items, which are not allocated to a particular business segment. Management uses segment EBIT to measure profitability and performance at the segment level. Management believes segment EBIT provides an analysis of our operating performance and underlying trends of the businesses. Segment EBIT may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations.
Revenue and EBIT by business segment is presented below.
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| | | | | | | |
| Revenues |
| Three Months Ended March 31, |
| 2014 | | 2013 |
North America Mailing | $ | 381,027 |
| | $ | 388,836 |
|
International Mailing | 153,268 |
| | 152,976 |
|
Small & Medium Business Solutions | 534,295 |
| | 541,812 |
|
| | | |
Production Mail | 105,216 |
| | 109,453 |
|
Presort Services | 116,491 |
| | 110,900 |
|
Enterprise Business Solutions | 221,707 |
| | 220,353 |
|
| | | |
Digital Commerce Solutions | 181,495 |
| | 147,198 |
|
| | | |
Total revenue | $ | 937,497 |
| | $ | 909,363 |
|
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
|
| | | | | | | |
| EBIT |
| Three Months Ended March 31, |
| 2014 | | 2013 |
North America Mailing | $ | 160,338 |
| | $ | 148,458 |
|
International Mailing | 24,819 |
| | 17,390 |
|
Small & Medium Business Solutions | 185,157 |
| | 165,848 |
|
| | | |
Production Mail | 7,737 |
| | 7,832 |
|
Presort Services | 23,896 |
| | 23,488 |
|
Enterprise Business Solutions | 31,633 |
| | 31,320 |
|
| | | |
Digital Commerce Solutions | 9,531 |
| | (279 | ) |
| | | |
Total EBIT | 226,321 |
| | 196,889 |
|
Reconciling items: | |
| | |
|
Interest, net (1) | (43,717 | ) | | (48,010 | ) |
Unallocated corporate expenses | (56,604 | ) | | (41,893 | ) |
Restructuring charges | (9,841 | ) | | — |
|
Other expense | (61,657 | ) | | (25,121 | ) |
Income from continuing operations before income taxes | $ | 54,502 |
| | $ | 81,865 |
|
(1) Includes financing interest expense and other interest expense, net.
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
3. Finance Assets
Finance Receivables
Finance receivables are comprised of sales-type lease receivables and unsecured revolving loan receivables. Sales-type lease receivables are generally due in monthly, quarterly or semi-annual installments over periods ranging from three to five years. Loan receivables arise primarily from financing services offered to our customers for postage and related supplies. Loan receivables are generally due each month; however, customers may rollover outstanding balances.
Finance receivables at March 31, 2014 and December 31, 2013 consisted of the following:
|
| | | | | | | | | | | |
| March 31, 2014 |
| North America | | International | | Total |
Sales-type lease receivables | |
| | |
| | |
|
Gross finance receivables | $ | 1,340,592 |
| | $ | 450,071 |
| | $ | 1,790,663 |
|
Unguaranteed residual values | 113,423 |
| | 21,584 |
| | 135,007 |
|
Unearned income | (280,590 | ) | | (101,170 | ) | | (381,760 | ) |
Allowance for credit losses | (12,907 | ) | | (9,779 | ) | | (22,686 | ) |
Net investment in sales-type lease receivables | 1,160,518 |
| | 360,706 |
| | 1,521,224 |
|
Loan receivables | |
| | |
| | |
|
Loan receivables | 387,394 |
| | 50,732 |
| | 438,126 |
|
Allowance for credit losses | (10,994 | ) | | (1,941 | ) | | (12,935 | ) |
Net investment in loan receivables | 376,400 |
| | 48,791 |
| | 425,191 |
|
Net investment in finance receivables | $ | 1,536,918 |
| | $ | 409,497 |
| | $ | 1,946,415 |
|
| | | | | |
| December 31, 2013 |
| North America | | International | | Total |
Sales-type lease receivables | |
| | |
| | |
|
Gross finance receivables | $ | 1,456,420 |
| | $ | 456,759 |
| | $ | 1,913,179 |
|
Unguaranteed residual values | 121,339 |
| | 21,553 |
| | 142,892 |
|
Unearned income | (299,396 | ) | | (101,311 | ) | | (400,707 | ) |
Allowance for credit losses | (14,165 | ) | | (9,703 | ) | | (23,868 | ) |
Net investment in sales-type lease receivables | 1,264,198 |
| | 367,298 |
| | 1,631,496 |
|
Loan receivables | |
| | |
| | |
|
Loan receivables | 397,815 |
| | 49,054 |
| | 446,869 |
|
Allowance for credit losses | (11,165 | ) | | (1,916 | ) | | (13,081 | ) |
Net investment in loan receivables | 386,650 |
| | 47,138 |
| | 433,788 |
|
Net investment in finance receivables | $ | 1,650,848 |
| | $ | 414,436 |
| | $ | 2,065,284 |
|
Allowance for Credit Losses and Aging of Receivables
We estimate our finance receivable risks and provide an allowance for credit losses accordingly. We evaluate the adequacy of the allowance for credit losses based on historical loss experience, the nature and volume of our portfolios, adverse situations that may affect a client's ability to pay, prevailing economic conditions and our ability to manage the collateral and make adjustments to the allowance as necessary. This evaluation is inherently subjective and actual results may differ significantly from estimated reserves.
We establish credit approval limits based on the credit quality of the client and the type of equipment financed. Our policy is to discontinue revenue recognition for lease receivables that are more than 120 days past due and for unsecured loan receivables that are more than 90 days past due. We resume revenue recognition when payments reduce the account balance aging to 60 days or less past due. Finance receivables deemed uncollectible 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 finance receivable credit risk is limited because of our large number of clients, small account balances for most of our clients, and geographic and industry diversification.
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
Activity in the allowance for credit losses for the three months ended March 31, 2014 and 2013 was as follows:
|
| | | | | | | | | | | | | | | | | | | |
| Sales-type Lease Receivables | | Loan Receivables | | |
| North America | | International | | North America | | International | | Total |
Balance at January 1, 2014 | $ | 14,165 |
| | $ | 9,703 |
| | $ | 11,165 |
| | $ | 1,916 |
| | $ | 36,949 |
|
Amounts charged to expense | 1,052 |
| | 169 |
| | 2,492 |
| | 361 |
| | 4,074 |
|
Accounts written off | (2,310 | ) | | (93 | ) | | (2,663 | ) | | (336 | ) | | (5,402 | ) |
Balance at March 31, 2014 | $ | 12,907 |
| | $ | 9,779 |
| | $ | 10,994 |
| | $ | 1,941 |
| | $ | 35,621 |
|
| | | | | | | | | |
| Sales-type Lease Receivables | | Loan Receivables | | |
| North America | | International | | North America | | International | | Total |
Balance at January 1, 2013 | $ | 16,979 |
| | $ | 8,662 |
| | $ | 12,322 |
| | $ | 2,131 |
| | $ | 40,094 |
|
Amounts charged to expense | 1,067 |
| | 360 |
| | 2,462 |
| | 70 |
| | 3,959 |
|
Accounts written off | (2,474 | ) | | (1,255 | ) | | (2,955 | ) | | (389 | ) | | (7,073 | ) |
Balance at March 31, 2013 | $ | 15,572 |
| | $ | 7,767 |
| | $ | 11,829 |
| | $ | 1,812 |
| | $ | 36,980 |
|
Aging of Receivables
The aging of gross finance receivables at March 31, 2014 and December 31, 2013 was as follows:
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2014 |
| Sales-type Lease Receivables | | Loan Receivables | | |
| North America | | International | | North America | | International | | Total |
< 31 days | $ | 1,272,429 |
| | $ | 413,892 |
| | $ | 369,365 |
| | $ | 48,540 |
| | $ | 2,104,226 |
|
> 30 days and < 61 days | 26,751 |
| | 11,198 |
| | 9,836 |
| | 1,177 |
| | 48,962 |
|
> 60 days and < 91 days | 20,887 |
| | 11,440 |
| | 3,500 |
| | 536 |
| | 36,363 |
|
> 90 days and < 121 days | 6,642 |
| | 4,089 |
| | 2,040 |
| | 183 |
| | 12,954 |
|
> 120 days | 13,883 |
| | 9,452 |
| | 2,653 |
| | 296 |
| | 26,284 |
|
Total | $ | 1,340,592 |
| | $ | 450,071 |
| | $ | 387,394 |
| | $ | 50,732 |
| | $ | 2,228,789 |
|
Past due amounts > 90 days | |
| | |
| | |
| | |
| | |
|
Still accruing interest | $ | 6,642 |
| | $ | 4,089 |
| | $ | — |
| | $ | — |
| | $ | 10,731 |
|
Not accruing interest | 13,883 |
| | 9,452 |
| | 4,693 |
| | 479 |
| | 28,507 |
|
Total | $ | 20,525 |
| | $ | 13,541 |
| | $ | 4,693 |
| | $ | 479 |
| | $ | 39,238 |
|
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2013 |
| Sales-type Lease Receivables | | Loan Receivables | | |
| North America | | International | | North America | | International | | Total |
< 31 days | $ | 1,383,253 |
| | $ | 425,923 |
| | $ | 379,502 |
| | $ | 42,573 |
| | $ | 2,231,251 |
|
> 30 days and < 61 days | 32,102 |
| | 11,760 |
| | 10,464 |
| | 4,391 |
| | 58,717 |
|
> 60 days and < 91 days | 20,830 |
| | 5,724 |
| | 3,330 |
| | 1,363 |
| | 31,247 |
|
> 90 days and < 121 days | 6,413 |
| | 3,979 |
| | 1,809 |
| | 311 |
| | 12,512 |
|
> 120 days | 13,822 |
| | 9,373 |
| | 2,710 |
| | 416 |
| | 26,321 |
|
Total | $ | 1,456,420 |
| | $ | 456,759 |
| | $ | 397,815 |
| | $ | 49,054 |
| | $ | 2,360,048 |
|
Past due amounts > 90 days | |
| | |
| | |
| | |
| | |
|
Still accruing interest | $ | 6,413 |
| | $ | 3,979 |
| | $ | — |
| | $ | — |
| | $ | 10,392 |
|
Not accruing interest | 13,822 |
| | 9,373 |
| | 4,519 |
| | 727 |
| | 28,441 |
|
Total | $ | 20,235 |
| | $ | 13,352 |
| | $ | 4,519 |
| | $ | 727 |
| | $ | 38,833 |
|
Credit Quality
In extending and managing credit lines to new and existing clients, we use a combination of an automated credit score, where available, and a detailed manual review of the client’s financial condition and, when applicable, payment history. 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. The portfolio management processes ensure that our global strategy is executed, collection resources are allocated appropriately and enhanced tools and processes are implemented as needed.
We use a third party to score the majority of the North America portfolio on a quarterly basis using a commercial credit score. We do not use a third party to score our International portfolios because the cost to do so is prohibitive, it is a localized process and there is no single credit score model that covers all countries.
The table below shows the North America portfolio at March 31, 2014 and December 31, 2013 by relative risk class (low, medium, high) based on the relative scores of the accounts within each class. The relative scores are determined based on a number of factors, including the company type, ownership structure, payment history and financial information. A fourth class is shown for accounts that are not scored. Absence of a score is not indicative of the credit quality of the account. The degree of risk, as defined by the third party, refers to the relative risk that an account in the next 12 month period may become delinquent.
| |
• | Low risk accounts are companies with very good credit scores and are considered to approximate the top 30% of all commercial borrowers. |
| |
• | Medium risk accounts are companies with average to good credit scores and are considered to approximate the middle 40% of all commercial borrowers. |
| |
• | High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent and are considered to approximate the bottom 30% of all commercial borrowers. |
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
|
| | | | | | | |
| March 31, 2014 | | December 31, 2013 |
Sales-type lease receivables | |
| | |
|
Low | $ | 1,024,369 |
| | $ | 1,081,853 |
|
Medium | 205,935 |
| | 244,379 |
|
High | 46,768 |
| | 51,851 |
|
Not Scored | 63,520 |
| | 78,337 |
|
Total | $ | 1,340,592 |
| | $ | 1,456,420 |
|
Loan receivables | |
| | |
|
Low | $ | 272,234 |
| | $ | 279,607 |
|
Medium | 89,219 |
| | 95,524 |
|
High | 10,663 |
| | 11,511 |
|
Not Scored | 15,278 |
| | 11,173 |
|
Total | $ | 387,394 |
| | $ | 397,815 |
|
Troubled Debt
We maintain a program for U.S. clients in our North America loan portfolio who are experiencing financial difficulties, but are able to make reduced payments over an extended period of time. Upon acceptance into the program, the client’s credit line is closed and interest accrual is suspended. There is generally no forgiveness of debt or reduction of balances owed. The balance of loans in this program, related loan loss allowance and write-offs are insignificant to the overall portfolio.
Leveraged Leases
Our investment in leveraged lease assets at March 31, 2014 and December 31, 2013 consisted of the following:
|
| | | | | | | |
| March 31, 2014 | | December 31, 2013 |
Rental receivables | $ | 56,317 |
| | $ | 61,721 |
|
Unguaranteed residual values | 12,729 |
| | 13,235 |
|
Principal and interest on non-recourse loans | (31,061 | ) | | (35,449 | ) |
Unearned income | (4,295 | ) | | (5,097 | ) |
Investment in leveraged leases | 33,690 |
| | 34,410 |
|
Less: deferred taxes related to leveraged leases | (13,769 | ) | | (15,078 | ) |
Net investment in leveraged leases | $ | 19,921 |
| | $ | 19,332 |
|
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
4. Discontinued Operations and Assets Held For Sale
Discontinued operations includes the worldwide Management Services business (PBMS), International Mailing Services business (IMS) and Nordic furniture business, which were sold during 2013 and DIS, which was classified as discontinued operations at March 31, 2014 and subsequently sold in April 2014 (see Notes 1 and 17). The following tables show selected financial information included in discontinued operations:
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2014 |
| PBMS | | IMS | | Nordic furniture business | | DIS | | Total |
Revenue | $ | — |
| | $ | — |
| | $ | — |
| | $ | 16,291 |
| | $ | 16,291 |
|
| | | | | | | | | |
(Loss) income from operations before taxes | $ | (246 | ) | | $ | 308 |
| | $ | 345 |
| | $ | 2,411 |
| | $ | 2,818 |
|
Gain on sale | 130 |
| | 1,163 |
| | — |
| | — |
| | 1,293 |
|
(Loss) income before taxes | (116 | ) | | 1,471 |
| | 345 |
| | 2,411 |
| | 4,111 |
|
Tax (benefit) provision | (21 | ) | | 529 |
| | 97 |
| | 705 |
| | 1,310 |
|
(Loss) income from discontinued operations | $ | (95 | ) | | $ | 942 |
| | $ | 248 |
| | $ | 1,706 |
| | $ | 2,801 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2013 |
| PBMS | | IMS | | Nordic furniture business | | DIS | | Total |
Revenue | $ | 225,256 |
| | $ | 20,068 |
| | $ | 12,689 |
| | $ | 19,650 |
| | $ | 277,663 |
|
| | | | | | | | | |
Income (loss) from operations before taxes | $ | 16,054 |
| | $ | (1,600 | ) | | $ | 119 |
| | $ | 3,671 |
| | $ | 18,244 |
|
Loss on sale | — |
| | (1,650 | ) | | — |
| | — |
| | (1,650 | ) |
Income (loss) before taxes | 16,054 |
| | (3,250 | ) | | 119 |
| | 3,671 |
| | 16,594 |
|
Tax provision (benefit) | 8,746 |
| | (1,189 | ) | | 33 |
| | 974 |
| | 8,564 |
|
Income (loss) from discontinued operations | $ | 7,308 |
| | $ | (2,061 | ) | | $ | 86 |
| | $ | 2,697 |
| | $ | 8,030 |
|
Assets and related liabilities held for sale at March 31, 2014 are shown in the table below.
|
| | | | | | | |
| March 31, 2014 |
| | December 31, 2013 |
Finance receivables, current | $ | 12,241 |
| | $ | — |
|
Inventories and other assets | 3,334 |
| | — |
|
Total current assets | 15,575 |
| | — |
|
Property, plant and equipment, net | 48,341 |
| | 46,976 |
|
Rental property and equipment, net | 3,537 |
| | — |
|
Finance receivables, noncurrent | 49,458 |
| | — |
|
Goodwill | 9,353 |
| | — |
|
Intangible assets, net | 774 |
| | — |
|
Assets held for sale | $ | 127,038 |
| | $ | 46,976 |
|
| | | |
Advance billings | $ | 1,116 |
| | $ | — |
|
Liabilities related to assets held for sale | $ | 1,116 |
| | $ | — |
|
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
5. 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.
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 at March 31, 2014 and December 31, 2013. 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 their placement within the fair value hierarchy.
|
| | | | | | | | | | | | | | | |
| March 31, 2014 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | |
| | |
| | |
| | |
|
Investment securities | |
| | |
| | |
| | |
|
Money market funds / commercial paper | $ | 344,007 |
| | $ | 192,136 |
| | $ | — |
| | $ | 536,143 |
|
Equity securities | — |
| | 26,685 |
| | — |
| | 26,685 |
|
Commingled fixed income securities | — |
| | 24,903 |
| | — |
| | 24,903 |
|
Debt securities - U.S. and foreign governments, agencies and municipalities | 132,246 |
| | 18,250 |
| | — |
| | 150,496 |
|
Debt securities - corporate | — |
| | 46,293 |
| | — |
| | 46,293 |
|
Mortgage-backed / asset-backed securities | — |
| | 141,267 |
| | — |
| | 141,267 |
|
Derivatives | | | | | |
| |
|
|
Foreign exchange contracts | — |
| | 921 |
| | — |
| | 921 |
|
Total assets | $ | 476,253 |
| | $ | 450,455 |
| | $ | — |
| | $ | 926,708 |
|
Liabilities: | |
| | |
| | |
| | |
|
Derivatives | |
| | |
| | |
| | |
|
Foreign exchange contracts | $ | — |
| | $ | (1,940 | ) | | $ | — |
| | $ | (1,940 | ) |
Total liabilities | $ | — |
| | $ | (1,940 | ) | | $ | — |
| | $ | (1,940 | ) |
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
|
| | | | | | | | | | | | | | | |
| December 31, 2013 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | |
| | |
| | |
| | |
|
Investment securities | |
| | |
| | |
| | |
|
Money market funds / commercial paper | $ | 403,706 |
| | $ | 224,440 |
| | $ | — |
| | $ | 628,146 |
|
Equity securities | — |
| | 26,536 |
| | — |
| | 26,536 |
|
Commingled fixed income securities | — |
| | 24,695 |
| | — |
| | 24,695 |
|
Debt securities - U.S. and foreign governments, agencies and municipalities | 122,783 |
| | 17,653 |
| | — |
| | 140,436 |
|
Debt securities - corporate | — |
| | 38,264 |
| | — |
| | 38,264 |
|
Mortgage-backed / asset-backed securities | — |
| | 164,598 |
| | — |
| | 164,598 |
|
Derivatives | |
| | |
| | |
| |
|
|
Foreign exchange contracts | — |
| | 1,358 |
| | — |
| | 1,358 |
|
Total assets | $ | 526,489 |
| | $ | 497,544 |
| | $ | — |
| | $ | 1,024,033 |
|
Liabilities: | |
| | |
| | |
| | |
|
Investment securities | | | | | | | |
Mortgage-backed securities | $ | — |
| | $ | (4,445 | ) | | $ | — |
| | $ | (4,445 | ) |
Derivatives | |
| | |
| | |
| | |
|
Foreign exchange contracts | — |
| | (3,009 | ) | | — |
| | (3,009 | ) |
Total liabilities | $ | — |
| | $ | (7,454 | ) | | $ | — |
| | $ | (7,454 | ) |
Investment Securities
The valuation of investment securities is based on the 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 into the fair value hierarchy:
| |
• | Money Market Funds / Commercial Paper: Money market funds typically invest in highly liquid and low-risk securities, including government securities, certificates of deposit and commercial paper. 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. Direct investments in commercial paper are not listed on an exchange in an active market and are classified as Level 2. |
| |
• | Equity Securities: Equity securities are comprised of mutual funds investing in U.S. and foreign common stock. These mutual funds are classified as Level 2 as they are not separately listed on an exchange. |
| |
• | Commingled Fixed Income Securities: 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. The value of the funds is based on the market 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 commingled funds are not listed on an exchange in an active market and are classified as Level 2. |
| |
• | Debt Securities – U.S. and Foreign Governments, Agencies and Municipalities: Debt securities are classified as Level 1 where active, high volume trades for identical securities exist. Valuation adjustments are not applied to these securities. Debt securities valued using quoted market prices for similar securities or benchmarking model derived prices to quoted market prices and trade data for identical or comparable securities are classified as Level 2. |
| |
• | Debt Securities – Corporate: Corporate debt securities are valued using recently executed transactions, market price quotations where observable, or bond spreads. The spread data used are for the same maturity as the security. These securities are classified as Level 2. |
| |
• | Mortgage-Backed Securities (MBS) / Asset-Backed Securities (ABS): These securities are valued based on external pricing indices. When external index pricing is not observable, MBS and ABS are valued based on external price/spread data. These securities are classified as Level 2. |
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
Investment securities include investments held by The Pitney Bowes Bank (the Bank), an indirect wholly owned subsidiary whose primary business is to provide financing solutions to clients that rent or lease postage meters. The Bank's assets and liabilities consist primarily of cash, finance receivables, short and long-term investments and deposit accounts.
The Bank's investment securities are classified as available-for-sale and recorded at fair value in the unaudited Condensed Consolidated Balance Sheets as cash and cash equivalents, short-term investments and other assets depending on the type of investment and maturity. Unrealized holding gains and losses are recorded, net of tax, in accumulated other comprehensive income (AOCI).
Available-for-sale securities at March 31, 2014 and December 31, 2013 consisted of the following:
|
| | | | | | | | | | | | | | | |
| March 31, 2014 |
| Amortized cost | | Gross unrealized gains | | Gross unrealized losses | | Estimated fair value |
Debt securities - U.S. and foreign governments, agencies and municipalities | $ | 129,856 |
| | $ | 1,422 |
| | $ | (1,797 | ) | | $ | 129,481 |
|
Debt securities - corporate | 45,410 |
| | 1,198 |
| | (314 | ) | | 46,294 |
|
Mortgage-backed / asset-backed securities | 141,482 |
| | 1,754 |
| | (1,969 | ) | | 141,267 |
|
Total | $ | 316,748 |
| | $ | 4,374 |
| | $ | (4,080 | ) | | $ | 317,042 |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2013 |
| Amortized cost | | Gross unrealized gains | | Gross unrealized losses | | Estimated fair value |
Debt securities - U.S. and foreign governments, agencies and municipalities | $ | 121,803 |
| | $ | 999 |
| | $ | (3,372 | ) | | $ | 119,430 |
|
Debt securities - corporate | 37,901 |
| | 935 |
| | (572 | ) | | 38,264 |
|
Mortgage-backed / asset-backed securities | 165,664 |
| | 1,570 |
| | (2,636 | ) | | 164,598 |
|
Total | $ | 325,368 |
| | $ | 3,504 |
| | $ | (6,580 | ) | | $ | 322,292 |
|
Scheduled maturities of investment securities at March 31, 2014 were as follows:
|
| | | | | | | |
| Amortized cost | | Estimated fair value |
Within 1 year | $ | 26,473 |
| | $ | 26,539 |
|
After 1 year through 5 years | 58,545 |
| | 59,152 |
|
After 5 years through 10 years | 87,268 |
| | 87,343 |
|
After 10 years | 144,462 |
| | 144,008 |
|
Total | $ | 316,748 |
| | $ | 317,042 |
|
We have not experienced any significant write-offs in our investment portfolio. The majority of our MBS are either guaranteed or supported by the U.S. government. We have no investments in inactive markets that would warrant a possible change in our pricing methods or classification within the fair value hierarchy. Further, we have no investments in auction rate securities.
Derivative Instruments
In the normal course of business, we are exposed to the impact of interest rate changes and foreign currency fluctuations. We limit these risks by following established risk management policies and procedures, including the use of derivatives. We use derivatives to manage the related cost of debt and to limit the effects of foreign exchange rate fluctuations on financial results. We do not use derivatives for trading or speculative purposes. We record our derivative instruments at fair value, and the accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, the resulting designation, and the effectiveness of the instrument in offsetting the risk exposure it is designed to hedge.
As required by the fair value measurements guidance, we have incorporated counterparty credit risk and our credit risk into the fair value measurement of our derivative assets and liabilities, respectively. We derive credit risk from observable data related to credit default swaps. We have not seen a material change in the creditworthiness of those banks acting as derivative counterparties.
The fair value of derivative instruments at March 31, 2014 and December 31, 2013 was as follows:
|
| | | | | | | | | | |
Designation of Derivatives | | Balance Sheet Location | | March 31, 2014 | | December 31, 2013 |
Derivatives designated as hedging instruments | | Other current assets and prepayments: | | |
| | |
|
| | Foreign exchange contracts | | $ | 408 |
| | $ | 546 |
|
| | Accounts payable and accrued liabilities: | | |
| | |
|
| | Foreign exchange contracts | | (284 | ) | | (526 | ) |
Derivatives not designated as hedging instruments | | Other current assets and prepayments: | | |
| | |
|
| | Foreign exchange contracts | | 513 |
| | 812 |
|
| | Accounts payable and accrued liabilities: | | |
| | |
|
| | Foreign exchange contracts | | (1,656 | ) | | (2,483 | ) |
| | | | | | |
| | Total derivative assets | | $ | 921 |
| | $ | 1,358 |
|
| | Total derivative liabilities | | (1,940 | ) | | (3,009 | ) |
| | Total net derivative liabilities | | $ | (1,019 | ) | | $ | (1,651 | ) |
The valuation of foreign exchange derivatives is based on the market approach using observable market inputs, such as forward rates.
Interest Rate Swaps
Derivatives designated as fair value hedges include interest rate swaps related to fixed rate debt. Changes in the fair value of both the derivative and item being hedged are recognized in earnings. There were no interest rate swaps in effect during the first quarter of 2014. During the first quarter of 2013, we had outstanding interest rate swaps with an aggregate notional value of $450 million. The following represents the results of fair value hedging relationships for the three months ended March 31, 2014 and 2013:
|
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | Derivative Gain Recognized in Earnings | | Hedged Item Expense Recognized in Earnings |
Derivative Instrument | | Location of Gain (Loss) | | 2014 | | 2013 | | 2014 | | 2013 |
Interest rate swaps | | Interest expense | | $ | — |
| | $ | 1,993 |
| | $ | — |
| | $ | (5,484 | ) |
Foreign Exchange Contracts
We enter into foreign currency exchange contracts to mitigate the currency risk associated with the anticipated purchase of inventory between affiliates and from third parties. These contracts are designated as cash flow hedges. The effective portion of the gain or loss on cash flow hedges is included in AOCI in the period that the change in fair value occurs and is reclassified to earnings in the period that the hedged item is recorded in earnings. At March 31, 2014 and December 31, 2013, we had outstanding contracts associated with these anticipated transactions with a notional amount of $28 million and $26 million, respectively. All outstanding contracts at March 31, 2014 mature by the end of the year.
The amounts included in AOCI at March 31, 2014 will be recognized in earnings within the next 12 months. No amount of ineffectiveness was recorded in earnings for these designated cash flow hedges.
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
The following represents the results of cash flow hedging relationships for the three months ended March 31, 2014 and 2013:
|
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | Derivative Gain (Loss) Recognized in AOCI (Effective Portion) | | Location of Gain (Loss) (Effective Portion) | | Gain (Loss) Reclassified from AOCI to Earnings (Effective Portion) |
Derivative Instrument | | 2014 | | 2013 | | | 2014 | | 2013 |
Foreign exchange contracts | | $ | (69 | ) | | $ | 630 |
| | Revenue | | $ | (234 | ) | | $ | (382 | ) |
| | |
| | |
| | Cost of sales | | 199 |
| | 126 |
|
| | |
| | |
| | | | $ | (35 | ) | | $ | (256 | ) |
We also enter into foreign exchange contracts to minimize the impact of exchange rate fluctuations on short-term intercompany loans and related interest that are denominated in a foreign currency. The revaluation of the intercompany loans and interest and the mark-to-market adjustment on the derivatives are both recorded in earnings. All outstanding contracts at March 31, 2014 mature by the end of the year.
The following represents the results of our non-designated derivative instruments for the three months ended March 31, 2014 and 2013:
|
| | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | Derivative Gain (Loss) Recognized in Earnings |
Derivatives Instrument | | Location of Derivative Gain (Loss) | | 2014 | | 2013 |
Foreign exchange contracts | | Selling, general and administrative expense | | $ | (682 | ) | | $ | (4,351 | ) |
Credit-Risk-Related Contingent Features
Certain derivative instruments contain credit-risk-related contingent features that would require us to post collateral based on a combination of our long-term senior unsecured debt ratings and the net fair value of our derivatives. At March 31, 2014, we were not required to post any collateral. The maximum amount of collateral that we would have been required to post at March 31, 2014, had the credit-risk-related contingent features been triggered, was $1 million.
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, investment securities, accounts receivable, loan receivables, derivative instruments, accounts payable and debt. The carrying value for cash and cash equivalents, accounts receivable, loans receivable, and accounts payable approximate fair value because of the short maturity of these instruments.
The fair value of our debt is estimated based on recently executed transactions and market price quotations. These inputs are classified as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of our debt at March 31, 2014 and December 31, 2013 was as follows:
|
| | | | | | | |
| March 31, 2014 | | December 31, 2013 |
Carrying value | $ | 3,341,569 |
| | $ | 3,346,295 |
|
Fair value | $ | 3,537,878 |
| | $ | 3,539,022 |
|
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
6. Restructuring Charges
Activity in our restructuring reserves for the three months ended March 31, 2014 was as follows:
|
| | | | | | | | | | | | | | | |
| Severance and benefits costs | | Pension and Retiree Medical | | Other exit costs | | Total |
Balance at January 1, 2014 | $ | 58,558 |
| | $ | — |
| | $ | 8,014 |
| | $ | 66,572 |
|
Expenses, net | 6,188 |
| | 2,550 |
| | 1,103 |
| | 9,841 |
|
Cash payments | (16,600 | ) | | — |
| | (2,337 | ) | | (18,937 | ) |
Non-cash charges | — |
| | (2,550 | ) | | — |
| | (2,550 | ) |
Balance at March 31, 2014 | $ | 48,146 |
| | $ | — |
| | $ | 6,780 |
| | $ | 54,926 |
|
7. Inventories
Inventories consisted of the following:
|
| | | | | | | |
| March 31, 2014 | | December 31, 2013 |
Raw materials and work in process | $ | 34,084 |
| | $ | 33,920 |
|
Supplies and service parts | 44,284 |
| | 48,165 |
|
Finished products | 38,652 |
| | 38,515 |
|
Inventory at FIFO cost | 117,020 |
| | 120,600 |
|
Excess of FIFO cost over LIFO cost | (16,064 | ) | | (17,020 | ) |
Total inventory, net | $ | 100,956 |
| | $ | 103,580 |
|
8. Intangible Assets and Goodwill
Intangible assets
Intangible assets consisted of the following:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2014 | | December 31, 2013 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Customer relationships | $ | 350,929 |
| | $ | (254,937 | ) | | $ | 95,992 |
| | $ | 354,373 |
| | $ | (251,388 | ) | | $ | 102,985 |
|
Supplier relationships | 29,000 |
| | (25,738 | ) | | 3,262 |
| | 29,000 |
| | (25,013 | ) | | 3,987 |
|
Software & technology | 167,276 |
| | (156,796 | ) | | 10,480 |
| | 167,009 |
| | (155,009 | ) | | 12,000 |
|
Trademarks & trade names | 34,378 |
| | (33,264 | ) | | 1,114 |
| | 35,366 |
| | (33,985 | ) | | 1,381 |
|
Non-compete agreements | 7,448 |
| | (7,418 | ) | | 30 |
| | 7,407 |
| | (7,373 | ) | | 34 |
|
Total intangible assets | $ | 589,031 |
| | $ | (478,153 | ) | | $ | 110,878 |
| | $ | 593,155 |
| | $ | (472,768 | ) | | $ | 120,387 |
|
Amortization expense for intangible assets was $6 million and $9 million for the three months ended March 31, 2014 and 2013, respectively.
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
The future amortization expense for intangible assets as of March 31, 2014 was as follows:
|
| | | |
Remaining for year ended December 31, 2014 | $ | 25,170 |
|
Year ending December 31, 2015 | 30,124 |
|
Year ending December 31, 2016 | 22,870 |
|
Year ending December 31, 2017 | 11,392 |
|
Year ending December 31, 2018 | 8,610 |
|
Thereafter | 12,712 |
|
Total | $ | 110,878 |
|
Actual amortization expense may differ from the amounts above due to, among other things, fluctuations in foreign currency exchange rates, impairments, acquisitions and accelerated amortization.
Goodwill
As a result of the reclassification of our shipping solutions operations from the Small & Medium Business Solutions segment group to the Digital Commerce Solutions segment, we reallocated goodwill on a relative fair value basis and performed the required goodwill impairment test. Based on the results of the impairment tests, we determined that the estimated fair values of the affected reporting units exceeded the carrying values. The changes in the carrying value of goodwill for the three months ended March 31, 2014 were as follows:
|
| | | | | | | | | | | | | | | | | | | |
| Gross value before accumulated impairment (1) | | Accumulated impairment | | December 31, 2013 | | Other (2) | | March 31, 2014 |
North America Mailing | $ | 326,665 |
| | $ | — |
| | $ | 326,665 |
| | $ | (627 | ) | | $ | 326,038 |
|
International Mailing | 182,261 |
| | — |
| | 182,261 |
| | 864 |
| | 183,125 |
|
Small & Medium Business Solutions | 508,926 |
| | — |
| | 508,926 |
| | 237 |
| | 509,163 |
|
| | | | | | | | | |
Production Mail | 118,060 |
| | — |
| | 118,060 |
| | 143 |
| | 118,203 |
|
Presort Services | 195,140 |
| |
|
| | 195,140 |
| | — |
| | 195,140 |
|
Enterprise Business Solutions | 313,200 |
| | — |
| | 313,200 |
| | 143 |
| | 313,343 |
|
| | | | | | | | | |
Digital Commerce Solutions | 903,392 |
| | — |
| | 903,392 |
| | 698 |
| | 904,090 |
|
| | | | | | | | | |
Discontinued operations | 9,353 |
| | — |
| | 9,353 |
| | — |
| | 9,353 |
|
| | | | | | | | | |
Total | $ | 1,734,871 |
| | $ | — |
| | $ | 1,734,871 |
| | $ | 1,078 |
| | 1,735,949 |
|
Reclassified to Assets held for sale | | | | | | | | | (9,353 | ) |
Balance at March 31, 2014 | | | | | | | | | $ | 1,726,596 |
|
| |
(1) | Includes the reallocation of certain goodwill from the Small & Medium Business Solutions segment group to the Digital Commerce Solutions segment and discontinued operations. |
| |
(2) | Primarily represents the impact of foreign currency translation. |
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands of dollars, unless otherwise noted)
9. Debt
Debt consisted of the following:
|
| | | | | | | | |
| | March 31, 2014 | | December 31, 2013 |
Term loans | $ | 230,000 |
| | $ | 230,000 |
|
5.0% | notes due 2015 | 274,879 |
| | 274,879 |
|
4.75% | notes due 2016 | 370,914 |
| | 370,914 |
|
5.75% | notes due 2017 | 385,109 |
| | 500,000 |
|
5.60% | notes due 2018 | 250,000 |
| | 250,000 |
|
4.75% | notes due 2018 | 350,000 |
| | 350,000 |
|
6.25% | notes due 2019 | 300,000 |
| | 300,000 |
|
5.25% | notes due 2022 | 110,000 |
| | 110,000 |
|
4.625% | notes due 2024 | 500,000 |
| | — |
|
5.25% | notes due 2037 | 115,041 |
| | 500,000 |
|
6.70% | notes due 2043 | 425,000 |
| | 425,000 |
|
Other | 30,626 |
| | 35,502 |
|
Total long-term debt | 3,341,569 |
| | 3,346,295 |
|
Current portion | 274,879 |
| | — |
|
Long-term debt | $ | 3,066,690 |
| | |