Amortization expense for both the three months ended September 30, 2024 and 2023 was $1 million and amortization expense for both the nine months ended September 30, 2024 and 2023 was $3 million.
In the first nine months of 2023, we had outstanding foreign exchange contracts to minimize the impact on earnings from the revaluation of short-term interest-bearing intercompany loans denominated in a foreign currency. These foreign exchange contracts were not designated as hedging instruments and the revaluation of intercompany loans and the change in fair value of these derivatives were recorded in earnings. The mark-to-market adjustment on these foreign exchange contracts for the three and nine months ended September 30, 2023 was a loss of $12 million and a loss of $4 million, respectively, and significantly offset the corresponding gain on the revaluation of intercompany loans.
From time to time, in the ordinary course of business, we are involved in litigation pertaining to, among other things, contractual rights under vendor, insurance or other contracts; intellectual property or patent rights; equipment, service, payment or other disputes with clients; or disputes with employees. Some of these actions may be brought as a purported class action on behalf of a purported class of customers, employees, or others. Due to uncertainties inherent in litigation, any actions could have an adverse effect on our financial position, results of operations or cash flows; however, in management's opinion, the final outcome of outstanding matters will not have a material adverse effect on our business.
On October 1, 2024, one of the Ecommerce Debtors filed a complaint against Trilogy Leasing Co., LLC (“Trilogy”) in the United States Bankruptcy Court for the Southern District of Texas seeking to recharacterize certain Equipment Supplements to which they are parties as disguised financings. On October 8, 2024, we filed a motion to intervene in that proceeding in support of the Ecommerce Debtors' position. Given the uncertainty of litigation and the legal standards that must be met, we cannot estimate the reasonably possible loss or range of loss that may result from these actions.
26
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
15. Stockholders’ Deficit
Changes in stockholders’ deficit were as follows:
Common stock
Retained earnings
Accumulated other comprehensive loss
Treasury stock
Total deficit
Balance at July 1, 2024
$
270,338
$
2,948,959
$
(865,523)
$
(2,781,663)
$
(427,889)
Net loss
—
(138,472)
—
—
(138,472)
Other comprehensive income
—
—
44,653
—
44,653
Dividends paid ($0.05 per common share)
—
(9,061)
—
—
(9,061)
Issuance of common stock
—
(57,326)
—
64,909
7,583
Stock-based compensation expense
—
4,307
—
—
4,307
Balance at September 30, 2024
$
270,338
$
2,748,407
$
(820,870)
$
(2,716,754)
$
(518,879)
Common stock
Retained earnings
Accumulated other comprehensive loss
Treasury stock
Total deficit
Balance at July 1, 2023
$
323,338
$
4,908,641
$
(807,993)
$
(4,499,473)
$
(75,487)
Net loss
—
(12,519)
—
—
(12,519)
Other comprehensive loss
—
—
(30,078)
—
(30,078)
Dividends paid ($0.05 per common share)
—
(8,805)
—
—
(8,805)
Issuance of common stock
—
(16,084)
—
16,658
574
Stock-based compensation expense
—
1,206
—
—
1,206
Balance at September 30, 2023
$
323,338
$
4,872,439
$
(838,071)
$
(4,482,815)
$
(125,109)
Common stock
Retained earnings
Accumulated other comprehensive loss
Treasury stock
Total deficit
Balance at January 1, 2024
$
270,338
$
3,077,988
$
(851,245)
$
(2,865,657)
$
(368,576)
Net loss
—
(166,224)
—
—
(166,224)
Other comprehensive income
—
—
30,375
—
30,375
Dividends paid ($0.15 per common share)
—
(26,846)
—
—
(26,846)
Issuance of common stock
—
(147,385)
—
148,903
1,518
Stock-based compensation expense
—
10,874
—
—
10,874
Balance at September 30, 2024
$
270,338
$
2,748,407
$
(820,870)
$
(2,716,754)
$
(518,879)
Common stock
Retained earnings
Accumulated other comprehensive loss
Treasury stock
Total deficit
Balance at January 1, 2023
$
323,338
$
5,125,677
$
(835,564)
$
(4,552,798)
$
60,653
Net loss
—
(161,791)
—
—
(161,791)
Other comprehensive loss
—
—
(2,507)
—
(2,507)
Dividends paid ($0.15 per common share)
—
(26,330)
—
—
(26,330)
Issuance of common stock
—
(72,398)
—
69,983
(2,415)
Stock-based compensation expense
—
7,281
—
—
7,281
Balance at September 30, 2023
$
323,338
$
4,872,439
$
(838,071)
$
(4,482,815)
$
(125,109)
27
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
16. Accumulated Other Comprehensive Loss
Reclassifications out of AOCL were as follows:
Gain (Loss) Reclassified from AOCL
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Cash flow hedges
Cost of sales
$
—
$
—
$
—
$
(33)
Interest expense, net
2,658
137
7,833
412
Total before tax
2,658
137
7,833
379
Income tax provision
665
34
1,958
95
Net of tax
$
1,993
$
103
$
5,875
$
284
Available-for-sale securities
Financing revenue
$
(638)
$
(20)
$
(1,773)
$
(11)
Income tax benefit
(160)
(5)
(443)
(3)
Net of tax
$
(478)
$
(15)
$
(1,330)
$
(8)
Pension and postretirement benefit plans
Prior service costs
$
(71)
$
(67)
$
(208)
$
(199)
Actuarial losses
(6,220)
(3,757)
(19,413)
(12,904)
Settlement
—
(366)
—
(680)
Total before tax
(6,291)
(4,190)
(19,621)
(13,783)
Income tax benefit
(1,560)
(1,032)
(4,842)
(3,397)
Net of tax
$
(4,731)
$
(3,158)
$
(14,779)
$
(10,386)
Changes in AOCL, net of tax were as follows:
Cash flow hedges
Available for sale securities
Pension and postretirement benefit plans
Foreign currency adjustments
Total
Balance at January 1, 2024
$
6,962
$
(33,463)
$
(757,452)
$
(67,292)
$
(851,245)
Other comprehensive income before reclassifications
822
4,998
—
14,321
20,141
Reclassifications into earnings
(5,875)
1,330
14,779
—
10,234
Net other comprehensive (loss) income
(5,053)
6,328
14,779
14,321
30,375
Balance at September 30, 2024
$
1,909
$
(27,135)
$
(742,673)
$
(52,971)
$
(820,870)
Cash flow hedges
Available for sale securities
Pension and postretirement benefit plans
Foreign currency adjustments
Total
Balance at January 1, 2023
$
12,503
$
(39,440)
$
(716,056)
$
(92,571)
$
(835,564)
Other comprehensive loss before reclassifications
(2,719)
(4,338)
—
(5,560)
(12,617)
Reclassifications into earnings
(284)
8
10,386
—
10,110
Net other comprehensive (loss) income
(3,003)
(4,330)
10,386
(5,560)
(2,507)
Balance at September 30, 2023
$
9,500
$
(43,770)
$
(705,670)
$
(98,131)
$
(838,071)
28
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
17. Supplemental Financial Statement Information
Activity in the allowance for credit losses, other than finance receivables (see Note 7 for further information) is presented below.
Nine Months Ended September 30,
2024
2023
Balance at beginning of year
$
5,292
$
4,852
Amounts charged to expense
33,804
3,648
Write-offs, recoveries and other
(2,305)
(4,611)
Balance at end of period
$
36,791
$
3,889
Accounts and other receivables
$
7,480
$
3,889
Other current assets and prepayments
29,311
—
Total
$
36,791
$
3,889
Other expense (income) consisted of the following:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2024
2023
Loss (gain) on debt refinancing
$
2,142
$
2,142
$
(3,064)
Charges in connection with the Ecommerce Restructuring
38,145
38,145
—
Asset impairment
10,000
10,000
—
Other expense (income)
$
50,287
$
50,287
$
(3,064)
Supplemental cash flow information is as follows:
Nine Months Ended September 30,
2024
2023
Cash interest paid
$
142,088
$
134,157
Cash income tax payments, net
$
43,324
$
18,200
Noncash activity
Capital assets obtained under capital lease obligations
$
9,559
$
4,804
29
Item 2: Management’s Discussion and Analysis ofFinancial Condition and Results of Operations
Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains statements that are forward-looking. We caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act) may change based on various factors. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current expectations and assumptions, which we believe are reasonable; however, such statements are subject to risks and uncertainties, and actual results could differ materially from those projected or assumed in any of our forward-looking statements. Words such as "estimate," "target," "project," "plan," "believe," "expect," "anticipate," "intend," "will," "forecast," "strategy," "goal," "should," "would," "could," "may" and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements in this Form 10-Q speak only as of the date hereof.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our results of operations, financial condition and forward-looking statements are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Other factors which could cause future financial performance to differ materially from expectations, include, without limitation:
•declining physical mail volumes
•changes in postal regulations or the operations and financial health of posts in the U.S. or other major markets, or changes to the broader postal or shipping markets
•the risks and uncertainties and potential adverse effects of the Ecommerce Restructuring on our operations, including ability to achieve anticipated benefits, management and employees and the risks associated with operating our business during the restructuring process and exit from the Global Ecommerce segment
•our ability to successfully implement the 2024 Plan and achieve expected cost reductions and improved efficiencies in connection therewith
•the loss of some of our larger clients in our Presort Services segment
•the loss of, or significant changes to, United States Postal Service (USPS) commercial programs or our contractual relationships with the USPS or USPS' performance under those contracts
•the impacts of higher interest rates and the potential for future interest rate increases on our cost of debt
•changes in international trade policies, including the imposition or expansion of trade tariffs, and other geopolitical risks, including those related to China
•global supply chain issues adversely impacting our third-party suppliers' ability to provide us products and services
•expenses and potential impacts resulting from a breach of security, including cyber-attacks or other comparable events affecting us, our clients, or our suppliers
•the impacts of inflation and rising prices, higher interest rates and a slow-down in economic activity, including a global recession, or a U.S. government shutdown, to the company, our clients and retail consumers
•competitive factors, including pricing pressures, technological developments and the introduction of new products and services by competitors
•capital market disruptions or credit rating downgrades that adversely impact our ability to access capital markets at reasonable costs
•changes in labor and transportation availability and costs
•changes in foreign currency exchange rates, especially the impact a strengthening U.S. dollar could have on our global operations
•our success at managing customer credit risk
•changes in banking regulations, major bank failures or the loss of our Industrial Bank charter
•changes in tax laws, rulings or regulations
•our success in developing and marketing new products and services and obtaining regulatory approvals, if required
•the continued availability and security of key information technology systems and the cost to comply with information security requirements and privacy laws
•our success at managing relationships and costs with outsource providers of certain functions and operations
•increased environmental and climate change requirements or other developments in these areas
30
•intellectual property infringement claims
•the use of the postal system for transmitting harmful biological agents, illegal substances or other terrorist attacks
•acts of nature and the impact of a pandemic on the Company and the services and solutions we offer
Further information about factors that could materially affect us, including our results of operations and financial condition, is contained in Item 1A. "Risk Factors" in our 2023 Annual Report, as supplemented by Part II, Item 1A in this Quarterly Report on Form 10-Q.
Recent Developments
On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the “Ecommerce Restructuring”.
In connection with the GEC Chapter 11 Cases, we entered into a Restructuring Support Agreement (the “RSA”) with the Ecommerce Debtors to provide for, among other things, an orderly wind-down of the Ecommerce Debtors, shared services between the Company and the Ecommerce Debtors for a period of time, a global settlement between the Company and the Ecommerce Debtors, and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million.
The Company and the Ecommerce Debtors have entered into a master settlement agreement (the “Settlement Agreement”), which attaches the RSA and the DIP Facility and which contemplates the separation of the relationship and transactions among the Company and its subsidiaries and the Ecommerce Debtors, including the settlement and release of claims the Ecommerce Debtors may have against the Company. The Settlement Agreement is subject to the approval of the Bankruptcy Court and there is no assurance that such approval will be granted.
As a result of the Ecommerce Restructuring, certain revenues, expenses, assets and liabilities are now reported as discontinued operations in our Condensed Consolidated Financial Statements. Amounts of the former Global Ecommerce segment that did not qualify for discontinued operations treatment primarily relate to operations that were dissolved or sold, shared services functions that are expected to wind-down by the end of 2024 and a cross-border services contract. Prior periods have been recast to conform to the current period presentation. For segment reporting purposes, the remaining portion of Global Ecommerce in continuing operations is now reported as "Other." See Note 4 for further information
Outlook
Within SendTech Solutions, mailing-related revenues are expected to decline driven by lower meter populations due to the migration to cloud-based solutions and a higher mix of lease extensions versus new lease sales. We expect this decline to be partially offset by growth in our shipping offerings. The shift to lease extensions versus new lease sales will result in declining equipment sales in the near term; however, the long term impact will be more stable and continued cash flows over the lease term.
Within Presort Services, we expect revenue and margin improvements due to higher revenue-per-piece and lower costs driven by the investments made in automation and technology to drive efficiencies and improve productivity.
During the second quarter of 2024, we approved a worldwide cost reduction initiative (the "2024 Plan") to realize cost reductions and improve efficiencies. Through the third quarter of 2024, total charges under this plan were $61 million, of which $7 million is included in discontinued operations. Exclusive of savings anticipated as a result of the Ecommerce Restructuring, we expect these headcount actions to generate significant annualized savings. We anticipate incurring additional charges in future periods related to further workforce reductions contemplated by the 2024 Plan. Actions under the 2024 Plan are expected to be substantially complete by the end of the first half of 2025.
31
RESULTS OF OPERATIONS
OVERVIEW OF CONSOLIDATED RESULTS
Constant Currency
In the tables below, we report the change in revenue on a reported basis and a constant currency basis. Constant currency measures exclude the impact of changes in currency exchange rates from the prior period under comparison. We believe that excluding the impacts of currency exchange rates provides investors with a better understanding of the underlying revenue performance. Constant currency change is calculated by converting the current period non-U.S. dollar denominated revenue using the prior year’s exchange rate.
Financial Results Summary - Three and Nine Months Ended September 30:
Three Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % Change
Constant Currency % change
Total revenue
$
499,463
$
503,033
(1)
%
(1)
%
Total costs and expenses
543,343
476,106
(14)
%
(Loss) income from continuing operations before taxes
(43,880)
26,927
(>100%)
(Benefit) provision for income taxes
(166,466)
9,115
>100%
Net income from continuing operations
$
122,586
$
17,812
>100%
Revenue decreased $4 million in the third quarter of 2024 compared to the prior year period primarily due to lower support services revenue of $11 million and lower equipment sales of $10 million, partially offset by higher business services revenue of $19 million.
Total costs and expenses increased $67 million compared to the prior year period primarily due to:
•Other expense (income) increased $50 million due to $38 million of charges in connection with the Ecommerce Restructuring, a $10 million asset impairment charge and a $2 million loss on debt refinancing.
•Restructuring charges increased $17 million compared to the prior year period primarily driven by actions taken under the 2024 Plans.
•Selling, general and administrative (SG&A) expense increased $7 million compared to the prior year period primarily driven by non-cash foreign currency revaluation losses on intercompany loans of $19 million and higher variable compensation expense of $14 million, which was partially offset by lower salary expense of $12 million due to savings from the 2023 and 2024 Plans and lower expenses from various cost savings initiatives.
•Costs of revenue (excluding financing interest expense) decreased $9 million primarily due to lower cost of equipment sales of $4 million, lower cost of support services of $3 million and lower cost of business services of $2 million.
The benefit for income taxes for the three months ended September 30, 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization. See Note 13 for more information.
Net income from continuing operations for the third quarter of 2024 was $123 million compared to $18 million in the prior year period.
32
Nine Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % Change
Constant Currency % change
Total revenue
$
1,510,477
$
1,552,509
(3)
%
(3)
%
Total costs and expenses
1,514,607
1,533,877
1
%
(Loss) income from continuing operations before taxes
(4,130)
18,632
(>100%)
(Benefit) provision for income taxes
(148,695)
18,331
>100%
Net income from continuing operations
$
144,565
$
301
>100%
Revenue decreased $42 million in the first nine months of 2024 compared to the prior year period primarily due to lower support services revenue of $29 million, lower equipment sales of $22 million and lower supplies revenue of $3 million, partially offset by higher business services revenue of $13 million.
Total costs and expenses decreased $19 million compared to the prior year period primarily due to:
•Costs of revenue (excluding financing interest expense) decreased $67 million primarily due to lower cost of business services of $38 million, lower cost of equipment sales of $14 million and lower cost of support services of $10 million.
•A $43 million goodwill impairment charge in the prior year related to our former Global Ecommerce reportable segment.
•SG&A expense decreased $14 million compared to the prior year period primarily driven by lower salary expense of $26 million due to savings from the 2023 and 2024 Plans, lower professional and outsourcing fees of $16 million, lower marketing expenses of $2 million and various other expense savings totaling approximately $25 million from cost savings initiatives, partially offset by higher variable compensation expense of $28 million, incremental CEO and Board transition costs and strategic review costs of $14 million and non-cash foreign currency revaluation losses on intercompany loans of $13 million.
•Other expense (income) increased $53 million primarily due to $38 million of charges in connection with the Ecommerce Restructuring and a $10 million asset impairment charge.
•Restructuring charges increased $30 million compared to the prior year period primarily driven by actions taken under the 2023 and 2024 Plans.
•Interest expense, net, including financing interest expense, increased $15 million compared to the prior year period primarily due to higher interest rates.
The benefit for income taxes for the nine months ended September 30, 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization. See Note 13 for more information.
Net income from continuing operations for the nine months ended September 30, 2024 was $145 million compared to less than $1 million in the prior year period.
33
SEGMENT RESULTS
Effective January 1, 2024, we moved the digital delivery services offering from the former Global Ecommerce segment to the SendTech Solutions segment in order to leverage our technology and innovation capabilities to better serve our clients. Prior periods have been recast to conform to the current segment presentation.
Management measures segment profitability and performance by deducting from segment revenue the related costs and expenses attributable to the segment. Segment results exclude interest, taxes, corporate expenses, restructuring charges, goodwill impairment and other items not allocated to a business segment.
SendTech Solutions
SendTech Solutions provides clients with physical and digital shipping and mailing technology solutions and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We offer financing alternatives that enable clients to finance equipment and product purchases, a revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage. We also offer financing alternatives that enable clients to finance or lease other manufacturers’ equipment and provide working capital.
Financial performance for the SendTech Solutions segment was as follows:
Three Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % change
Constant Currency % change
Business services
$
35,091
$
27,277
29
%
29
%
Support services
90,956
101,855
(11)
%
(11)
%
Financing
68,614
68,572
—
%
—
%
Equipment sales
66,418
76,705
(13)
%
(13)
%
Supplies
35,428
35,695
(1)
%
(1)
%
Rentals
16,256
16,937
(4)
%
(4)
%
Total revenue
312,763
327,041
(4)
%
(4)
%
Cost of business services
10,408
8,758
(19)
%
Cost of support services
30,122
33,136
9
%
Cost of equipment sales
49,077
52,745
7
%
Cost of supplies
10,051
10,469
4
%
Cost of rentals
4,079
4,259
4
%
Total costs of revenue
103,737
109,367
5
%
Gross margin
209,026
217,674
(4)
%
Gross margin %
66.8
%
66.6
%
Selling, general and administrative
100,598
113,374
11
%
Research and development
4,730
5,645
16
%
Other components of pension and post retirement costs
(530)
(565)
(6)
%
Adjusted Segment EBIT
$
104,228
$
99,220
5
%
SendTech Solutions revenue decreased $14 million in the third quarter of 2024 compared to the prior year period. Support services revenue declined $11 million primarily due to the declining meter population and continuing shift to cloud-enabled products. Equipment sales declined $10 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment. These revenue declines were partially offset by an increase in business services revenue of $8 million primarily driven by growth in our shipping subscriptions, including enterprise subscriptions and growth in
34
digital delivery services of $3 million due to client mix.
Gross margin declined $9 million and gross margin percentage increased slightly to 66.8% from 66.6% compared to the prior year period. Equipment sales gross margin and gross margin percentage decreased compared to the prior year period, primarily due to the decline in revenue. Support services gross margin declined primarily due to the decrease in revenue. Business services gross margin improved due to growth in enterprise shipping subscriptions and growth in digital delivery services.
SG&A expense declined $13 million, primarily driven by lower employee-related expenses of $6 million due to savings from the 2023 and 2024 Plans, lower credit loss provision of $2 million and overall cost savings initiatives.
Adjusted segment EBIT was $104 million in the third quarter of 2024 compared to $99 million for the prior year period.
Nine Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % change
Constant Currency % change
Business services
$
101,267
$
76,566
32
%
32
%
Support services
281,301
310,454
(9)
%
(9)
%
Financing
203,816
202,323
1
%
1
%
Equipment sales
216,574
238,766
(9)
%
(9)
%
Supplies
107,658
111,035
(3)
%
(3)
%
Rentals
49,739
51,217
(3)
%
(3)
%
Total revenue
960,355
990,361
(3)
%
(3)
%
Cost of business services
28,815
24,046
(20)
%
Cost of support services
94,851
104,466
9
%
Cost of equipment sales
151,950
165,211
8
%
Cost of supplies
30,604
32,451
6
%
Cost of rentals
13,196
14,703
10
%
Total costs of revenue
319,416
340,877
6
%
Gross margin
640,939
649,484
(1)
%
Gross margin %
66.7
%
65.6
%
Selling, general and administrative
319,871
343,629
7
%
Research and development
16,189
15,838
(2)
%
Other components of pension and post retirement costs
(1,594)
(1,688)
(6)
%
Adjusted Segment EBIT
$
306,473
$
291,705
5
%
SendTech Solutions revenue decreased $30 million in the first nine months of 2024 compared to the prior year period. Support services revenue declined $29 million primarily due to the declining meter population and continuing shift to cloud-enabled products. Equipment sales declined $22 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment. Supplies revenue declined $3 million primarily driven by a declining meter population. These revenue declines were partially offset by an increase in business services revenue of $25 million primarily driven by growth in our shipping subscriptions, including enterprise subscriptions and growth in digital delivery services of $9 million due to client mix.
Gross margin declined $9 million; however, gross margin percentage increased to 66.7% from 65.6% compared to the prior year period. The increase in gross margin percentage was primarily driven by improvements in business services gross margin due to growth in enterprise shipping subscriptions and growth in digital delivery services. Gross profit margin for support services, equipment sales and supplies was comparable to the prior year period as we reduced costs in response to lower revenues in the current period.
35
SG&A expense declined $24 million, primarily driven by lower employee-related expenses of $14 million due to savings from the 2023 Plan, lower credit loss provision of $2 million and lower expenses driven by overall cost savings initiatives.
Adjusted segment EBIT was $306 million in the first nine months of 2024 compared to $292 million for the prior year period.
Presort Services
Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Financial performance for the Presort Services segment was as follows:
Three Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % Change
Constant Currency % change
Business Services Revenue
$
166,367
$
152,451
9
%
9
%
Cost of Business Services
102,670
104,685
2
%
Gross Margin
63,697
47,766
33
%
Gross Margin %
38.3
%
31.3
%
Selling, general and administrative
17,467
18,582
6
%
Other components of net pension and postretirement costs
51
60
15
%
Adjusted segment EBIT
$
46,179
$
29,124
59
%
Revenue increased $14 million in the third quarter of 2024 compared to the prior year period primarily due to a 3% increase in total mail volumes and pricing actions. The processing of First Class Mail contributed the revenue increase of $14 million.
Gross margin increased $16 million and gross margin percentage increased from 31.3% in the prior period to 38.3% primarily due to the increase in revenue.
SG&A expense declined $1 million compared to the prior year period.
Adjusted segment EBIT was $46 million in the third quarter of 2024 compared to $29 million in the prior year period.
Nine Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % Change
Constant Currency % change
Business Services Revenue
$
483,032
$
454,460
6
%
6
%
Cost of Business Services
310,797
321,249
3
%
Gross Margin
172,235
133,211
29
%
Gross Margin %
35.7
%
29.3
%
Selling, general and administrative
58,528
56,582
(3)
%
Other components of net pension and postretirement costs
151
171
12
%
Adjusted segment EBIT
$
113,556
$
76,458
49
%
Revenue increased $29 million in the first nine months of 2024 compared to the prior year period primarily due to pricing actions. The processing of First Class Mail and Marketing Mail Flats/Bound Printed Matter contributed revenue increases of $22 million and $8 million, respectively, which was partially offset by a revenue decrease from Marketing Mail of $1 million. Revenue was also favorably impacted by a $5 million adjustment related to prior periods. Refer to Note 1 Basis of Presentation for further information.
36
Gross margin increased $39 million and gross margin percentage increased from 29.3% in the prior period to 35.7% primarily due to the increase in revenue, lower transportation costs of $4 million driven by improvements in network management and the continuing benefits from investments in automation and higher-throughput sortation equipment.
SG&A expense increased $2 million primarily due to higher credit loss provision.
Adjusted segment EBIT was $114 million in the first nine months of 2024, including the $5 million benefit from the revenue adjustment related to prior periods, compared to $76 million in the prior year period.
CORPORATE EXPENSES
The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses. Corporate expenses primarily represents corporate administrative functions such as finance, marketing, human resources, legal, information technology, and research and development.
Corporate expenses were as follows:
Three Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % change
Corporate expenses
$
43,386
$
41,704
(4)
%
Corporate expenses for the third quarter of 2024 increased $2 million compared to the prior year period primarily due to higher variable compensation expense of $16 million, partially offset by lower salary expense of $8 million due to savings as a result of the 2023 and 2024 Plans, lower marketing expenses of $3 million and lower expenses from various cost savings initiatives.
Nine Months Ended September 30,
Favorable/(Unfavorable)
2024
2023
Actual % change
Corporate expenses
$
144,431
$
145,762
1
%
Corporate expenses for the first nine months of 2024 decreased $1 million compared to the prior year period primarily due to lower salary expense of $13 million due to savings as a result of the 2023 and 2024 Plans, lower professional and outsourcing fees of $9 million, lower marketing expenses of $3 million and lower expenses from various cost savings initiatives, which was partially offset by higher variable compensation expense of $32 million.
37
LIQUIDITY AND CAPITAL RESOURCES
Our ability to maintain adequate liquidity for our operations is dependent upon a number of factors, including our revenue and earnings, our ability to manage costs and improve productivity, our clients' ability to pay their balances on a timely basis and the impacts of changing macroeconomic and geopolitical conditions. At September 30, 2024, we had cash, cash equivalents and short-term investments of $576 million, which includes $46 million held at our foreign subsidiaries used to support their liquidity needs. At this time, we believe that existing cash and investments, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs for the next 12 months.
In August 2024, we amended the Credit Agreement and the note purchase agreement that governs our $275 million notes due March 2028. These amendments, among other things, permit the Ecommerce Restructuring, funding under the DIP Facility, amend certain covenants, including relief for expenses incurred pursuant to the Ecommerce Restructuring, release the guarantees provided by the Ecommerce Debtors and the liens on the assets of the Ecommerce Debtors, and reduce the total aggregate amount of permitted borrowings under the revolving credit facility from $500 million to $400 million.
The Credit Agreement contains certain financial covenants that require us to maintain, on a quarterly basis, a maximum leverage ratio and a minimum interest coverage ratio, both of which are defined and calculated in accordance with the Credit Agreement. As of September 30, 2024, we were in compliance with these financial covenants.
Management expects that we will remain in compliance with these amended financial covenants over the next twelve months. However, events and circumstances could occur, some beyond our control, that could adversely impact our compliance with these covenants and require us to obtain a waiver from our lenders, modify our existing covenants or refinance certain debt to cure the noncompliance. If we are unable to cure the noncompliance, amounts due under our revolving credit facility and term loan due March 2026 could be accelerated by our lenders. As of September 30, 2024, there were no outstanding borrowings under the revolving credit facility. Borrowings under our secured debt are secured by substantially all of the assets of the Company.
In connection with the GEC Chapter 11 Cases, the Company, through one of its wholly owned subsidiaries, agreed to provide funding to the Ecommerce Debtors through the DIP Facility up to a maximum amount of $47 million. Through September 30, 2024, we provided cash funding of $28 million. It appears unlikely that the DIP Facility will be repaid in full. The DIP Facility bears interest at 10%, and matures on November 29, 2024, unless otherwise extended by the parties.
Immediately prior to the GEC Sale, we had various intercompany receivables with the Ecommerce Debtors with an aggregate value of $116 million. After the GEC Sale, those intercompany receivables were converted to third-party receivables, for which we have ascribed a fair value of zero. Subsequent collections, if any, will be recorded when received or collection is assured.
Cash Flow Summary
Changes in cash and cash equivalents were as follows:
2024
2023
Change
Net cash from operating activities
$
94,691
$
(13,910)
$
108,601
Net cash from investing activities
(66,348)
(95,436)
29,088
Net cash from financing activities
(68,021)
(2,059)
(65,962)
Effect of exchange rate changes on cash and cash equivalents
1,162
(311)
1,473
Change in cash and cash equivalents
$
(38,516)
$
(111,716)
$
73,200
Operating Activities
Cash flows from operating activities in the first nine months of 2024 improved $109 million compared to the prior year period driven primarily by a decline in finance receivables and lower payments of accounts payable and accrued liabilities.
Investing Activities
Cash flows from investing activities for the first nine months of 2024 improved $29 million compared to the prior year period primarily due to lower cash outflows from discontinued operations of $16 million, lower investments in loans receivable of $18 million, higher cash from investment activity of $16 million and lower cash payments from settlements of derivative contracts of $7 million, partially offset by DIP Facility funding of $28 million.
38
Financing Activities
Cash flows from financing activities for the first nine months of 2024 declined $66 million compared to the prior year period primarily due to lower cash flows from changes in customer account deposits at the Bank of $73 million, partially offset by lower fees paid to refinance debt of $6 million.
We paid dividends of $9 million in the quarter and $27 million through September 30, 2024. Each quarter, our Board of Directors considers whether to approve the payment of a dividend. Under the terms of the March 2028 note purchase agreement, the annual amount of permitted dividend payments is capped at the lesser of $36 million or a maximum dividend yield of 6.25%. In addition, share repurchases would further limit this amount. We currently expect to continue paying a quarterly dividend; however, no assurances can be given.
Off-Balance Sheet Arrangements
At September 30, 2024, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, results of operations or liquidity.
Regulatory Matters
There have been no significant changes to the regulatory matters disclosed in our 2023 Annual Report.
Critical Accounting Estimates
There have been no significant changes to the Critical Accounting Estimates disclosed in our 2023 Annual Report.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the disclosures made in our 2023 Annual Report.
Item 4: Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to reasonably ensure that such information is accumulated and communicated to management, including our Interim Chief Executive Officer (CEO) and Interim Chief Financial Officer (CFO), to allow timely decisions regarding disclosures.
With the participation of our CEO and CFO, management evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) and internal controls over financial reporting as of the end of the period covered by this report. Our CEO and CFO concluded that, as of the end of the period covered by this report, such disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. In addition, no changes in internal control over financial reporting occurred during the quarter covered by this report that materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective as of September 30, 2024.
39
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
See Note 14 to the Condensed Consolidated Financial Statements.
Item 1A: Risk Factors
There were no material changes to the risk factors identified in Item 1A of our 2023 Annual Report other than those shown below:
Changes within our senior management and our Board of Directors could create uncertainties and impact our business.
Wehave undergone recent changes in our senior management and in the composition of our Board of Directors. These changes, and potential future changes, may create continuity risks and challenges to our ability to operate the businesses and execute our strategy. In addition, such changes may, among other things, create uncertainty among investors, customers, employees, and others concerning our future direction and performance, make it difficult to attract and retain qualified personnel and impact our credit ratings and our ability to access capital markets at reasonable costs.
We are subject to risks relating to the Ecommerce Restructuring and related transactions.
On August 8, 2024, we completed the GEC Sale. There are numerous risks and uncertainties that may be associated with the Ecommerce Restructuring, including, among others, the costs related to the Chapter 11 proceedings; the length of time necessary to implement the orderly wind-down of the Global Ecommerce business associated with the Ecommerce Debtors; the Ecommerce Debtors’ ability to navigate the Chapter 11 proceedings and consummate a Chapter 11 plan; potential impacts to the Company’s reputation and relationships with its customers, vendors, employees, and other counterparties; and impacts to the Company’s liquidity, financial condition and results of operations.
There can be no assurances that the Ecommerce Restructuring will limit the Company’s liability under certain contracts and obligations associated with the Ecommerce Debtors and claims may be asserted against the Company and/or its affiliates. As part of the Ecommerce Restructuring, the Company and the Ecommerce Debtors have entered into the Settlement Agreement, which attaches the RSA and the DIP Facility, and includes a release of all existing or potential causes of action among the Company and the Ecommerce Debtors. The Settlement Agreement is subject to the approval of the Bankruptcy Court and there is no assurance that such approval will be granted. If the Settlement Agreement is not approved or substantial modifications are made to the terms of the Settlement Agreement, the Company may be subject to significant claims by the Ecommerce Debtors. Any assertions of claims against the Company or any of its affiliates, may require significant effort, resources, and money to defend or could result in material losses to the Company, and such losses could have a material negative effect on the Company’s business, financial condition, liquidity and results of operations. We can provide no assurance that any such claims, if asserted, will be resolved in manner that is satisfactory to the Company.
Furthermore, while we no longer control the management of the Ecommerce Debtors, we retained an economic equity interest therein; however, such economic equity interest is not anticipated to receive any recovery or distribution as part of the Ecommerce Restructuring. We nevertheless remain exposed to the business risks and continued costs applicable to the Ecommerce Debtors through our investment in the DIP Facility, which could be significant. Hilco anticipates the Ecommerce Restructuring will be substantially completed by the end of 2024. In addition, management of the Company may need to spend a significant amount of time and effort attending to matters related to the Ecommerce Restructuring, diverting their focus from the Company’s remaining business operations. Due to the inherent uncertainty of the restructuring process, we are unable to predict with certainty the timing, outcome or financial impact of the Ecommerce Restructuring.
We anticipate achieving significant benefits and cost savings from the Ecommerce Restructuring. However, the anticipated benefits and cost savings may not be fully realized or may take longer to realize than expected. The restructuring may also result in additional and unforeseen expenses. The Company has estimated that it will incur substantial expenses in connection with the Ecommerce Restructuring; however, actual expenses may be greater than anticipated. If we are unable to achieve the anticipated benefits and cost savings, or the expenses associated with the Ecommerce Restructuring exceed our estimates, our business, financial condition, liquidity and results of operations could be adversely impacted.
40
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
There were no purchases of our common stock during the three months ended September 30, 2024. We have remaining authorization to purchase up to $3 million of our common stock.
Item 3: Defaults Upon Senior Securities
None.
Item 4: Mine Safety Disclosures
Not applicable.
Item 5: Other Information
During the three months ended September 30, 2024, certain directors and officers of the Company adopted a "Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K, as set forth in the table below:
Action
Date
Trading Arrangement
Total Shares to be Sold(3)
Expiration Date
Rule 10b5-1(1)
Non-Rule 10b5-1(2)
Deborah Pfeiffer (Executive Vice President and President, Presort Services)
Adopt
August 20, 2024
x
87,668
November 30, 2025
Kurt Wolf (Director)
Adopt
August 23, 2024
x
12,500,000(4)
May 25, 2025
Lauren Freeman-Bosworth (Executive Vice-President, General Counsel and Corporate Secretary)
Adopt
August 30, 2024
x
51,000(5)
November 30, 2025
(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan.
(4) Shares are held directly by Hestia Capital Partners, LP (“Hestia Capital”), Helios I, LP (“Helios”) and separately managed accounts. Mr. Wolf is the managing member of (a) Hestia Partners GP, the general partner of Hestia Capital and Helios, and (b) Hestia LLC, the investment manager of Hestia Capital, Helios, and the separately managed accounts. The 10b5-1 trading arrangement provides that the number of shares to be sold pursuant thereto is dependent on the satisfaction of certain conditions set forth in the written plan, including escalating price targets and Rule 144 volume limitations, among other parameters.
(5) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Freeman-Bosworth’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.
The cover page from the Company's Quarterly Report on Form 10-Q for the current quarter, formatted in Inline XBRL. (included as Exhibit 101).
* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.
42
Signatures
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.
PITNEY BOWES INC.
Date:
November 8, 2024
/s/ John A. Witek
John A. Witek
Interim Chief Financial Officer and Interim Chief Accounting Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)