-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxGnjSlfkJ+zB5LH6UmtWucBJlX7faVSp6IX9teUz3qs8cVHYEenyi372aQoLIcQ Rbslt3jIT88bEgbGPE7mzA== 0000930413-06-005467.txt : 20060728 0000930413-06-005467.hdr.sgml : 20060728 20060728081936 ACCESSION NUMBER: 0000930413-06-005467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITNEY BOWES INC /DE/ CENTRAL INDEX KEY: 0000078814 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 060495050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03579 FILM NUMBER: 06985957 BUSINESS ADDRESS: STREET 1: WORLD HEADQUARTERS 61-11 STREET 2: ONE ELMCROFT ROAD CITY: STAMFORD STATE: CT ZIP: 06926 BUSINESS PHONE: 2033565000 8-K 1 c43584_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 28, 2006 (APRIL 24, 2006) DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ---------- PITNEY BOWES INC. (Exact name of registrant as specified in its charter) DELAWARE 1-3579 06-0495050 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) WORLD HEADQUARTERS 1 ELMCROFT ROAD STAMFORD, CONNECTICUT 06926-0700 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 356-5000 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION The following information is furnished pursuant to Item 2.02 Disclosure of "Results of Operations and Financial Condition." On April 24, 2006, the registrant issued a press release setting forth its financial results, including consolidated statements of income, supplemental information, and a reconciliation of reported results to adjusted results for the three months ended March 31, 2006 and 2005, and consolidated balance sheets at March 31, 2006, December 31, 2005, and March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release of Pitney Bowes Inc. dated April 24, 2006 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. Exhibit No. Description - ----------- ----------- 99.1 Press Release of Pitney Bowes Inc. dated April 24, 2006 Signature --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PITNEY BOWES July 28, 2006 By: /s/ B. P. Nolop -------------------------------- B. P. Nolop Executive Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ S.J. Green -------------------------------- S.J. Green Vice President, Finance (Principal Accounting Officer) EX-99.1 2 c43584_ex99-1.txt PITNEY BOWES ANNOUNCES FIRST QUARTER RESULTS STAMFORD, Conn., April 24 /PRNewswire-FirstCall/ -- Pitney Bowes Inc. (NYSE: PBI) today reported first quarter 2006 financial results. Commenting on the company's financial performance during the quarter, Chairman and CEO Michael J. Critelli noted, "I am very pleased that we have started the year on such a solid footing with a well diversified base of revenue and earnings growth and significant free cash flow. Our performance this quarter was driven by our expanded presence in the mailstream and our ability to provide a wide array of innovative solutions for managing the physical and electronic mail and document flows for customers of all sizes." FIRST QUARTER 2006 RESULTS For the first quarter 2006, revenue increased seven percent to $1.4 billion and earnings before interest and taxes (EBIT) increased 11 percent to $298 million. Net income for the quarter was $153.5 million or $.67 per diluted share versus $.62 in the prior year. Net income included an after-tax charge of $4 million or $.02 per diluted share as part of an ongoing restructuring program. Excluding the impact of restructuring in both periods and the contribution to charitable foundations in the first quarter of 2005, adjusted diluted earnings per share was $.69 this quarter versus $.61 in the prior year. The company is continuing to review various disposition alternatives for its Capital Services business. This business contributed $.05 per diluted share this quarter versus $.03 per diluted share in the prior year. The company generated $267 million in cash from operations during the quarter. Adjusted free cash flow was $203 million. Adjusted free cash flow reflects cash from operations after subtracting capital expenditures and excluding the restructuring charges. The company used $152 million to repurchase 3.6 million of its shares during the quarter and has $389 million of remaining authorization for future share repurchases. Global Mailstream Solutions includes worldwide revenue and related expenses from the sale, rental, and financing of mail finishing, mail creation, shipping, and production mail equipment; supplies; support services; payment solutions; and mailing and customer communication software. In the first quarter, Global Mailstream Solutions revenue increased four percent to $972 million and EBIT increased five percent to $284 million, when compared with the prior year. Revenue from mailing in the U.S. increased five percent to $578 million and EBIT grew six percent to $228 million. Revenue growth was favorably impacted by continued demand for networked digital mailing systems and related financing and supplies. However, revenue from rentals and support services was negatively impacted by the continued changing mix of the company's product line toward fully featured smaller systems. Revenue from document messaging technologies (DMT) in the U.S. grew eight percent during the quarter to $98 million and EBIT grew 82 percent to $6 million. Revenue growth benefited from increased placements of high-speed inserters and growth at Group 1 Software, driven by sales of its business geographics software. Revenue outside of the U.S. grew one percent to $296 million and EBIT declined three percent to $50 million. Non-U.S. revenue was adversely affected by foreign currency translation; weakness in the DMT business in Europe; and sluggish performance in Canada. However, the company experienced continued growth with small business customers, financing and supplies for digital mailing systems. EBIT was negatively impacted during the quarter by foreign currency translation and greater than expected transitional expenses related to European and Canadian restructuring. Global Business Services includes worldwide revenue and related expenses from facilities management contracts, reprographics, document management, and other value-added services to key vertical markets; and mail services operations, which include presort mail services, international outbound mail services, and direct mail marketing services. For the quarter, Global Business Services reported revenue growth of 11 percent to $386 million and EBIT growth of 87 percent to $32 million, versus the prior year. Management services had flat revenue growth for the quarter at $268 million and a 47 percent increase in EBIT to $21 million. These results were consistent with the company's strategy to exit unprofitable accounts and focus on offering higher value services and reducing administrative costs. Stronger than expected performance in the U.S. was partially offset by a revenue decline in Europe. Mail services revenue grew 46 percent versus the first quarter of the prior year to $119 million and EBIT increased 255 percent to $12 million. Revenue benefited from the continued growth in presort and international mail services and the acquisition of Imagitas in the second quarter of 2005. EBIT improved as a result of the successful integration of recently acquired sites and the consolidation of lower margin locations. Capital Services revenue for the quarter increased 37 percent to $46 million and EBIT increased 72 percent to $33 million. The quarter's results included asset sales that added an incremental $.03 per diluted share. The results also included higher revenue, EBIT and interest expense due to the revision of the accounting for certain leveraged leases to operating leases that took effect at the end of 2005. This revision in accounting did not impact net income. On March 9, 2006, the company announced that, consistent with its previously stated desire to exit the Capital Services business in a way that maximizes shareholder value, it would explore a broader range of asset and business disposition options, including a spin-off, a sale of the business, or a sale of all or a portion of the assets. The company intends to reach a conclusion in the near future on the best alternative to pursue. In the meantime, the company will continue to manage the Capital Services business to maximize its value for shareholders, as evidenced by the asset sales it has completed over the past several quarters and its announcement that it has signed a definitive agreement to sell the Imagistics lease portfolio. The sale of the Imagistics lease portfolio will no longer be contingent on a supplemental ruling from the IRS as it relates to a potential spin-off of the Capital Services external financing business. Therefore, the company expects the sale of this portfolio to close shortly. Second Quarter and Full Year 2006 Outlook The company anticipates second quarter revenue growth in the range of five to seven percent and diluted earnings per share in the range of $.62 to $.69, including $.01 to $.04 of restructuring charges. Excluding restructuring charges, adjusted diluted earnings per share for the second quarter are expected to be in the range of $.66 to $.70. The earnings per share estimates for the second quarter include $.01 to $.03 of earnings from the Capital Services business. For the full year 2006, the company increased its guidance for revenue growth to five to seven percent and increased its expected diluted earnings per share by $.03 to the range of $2.67 to $2.82. Excluding the $.05 to $.10 per share of anticipated restructuring charges for the year, adjusted earnings per share is expected to be in the range of $2.77 to $2.87. Included in the earnings per share estimates for the full year 2006 is $.08 to $.10 from the Capital Services business. Management of Pitney Bowes will discuss the company's results in a conference call today at 5:00 p.m. EDT. Instructions for listening to the conference call over the WEB are available on the Investor Relations page of the company's web site at http://www.pb.com/investorrelations. Pitney Bowes engineers the flow of communication. The company is a $5.6 billion global leader of mailstream solutions headquartered in Stamford, Connecticut. For more information about the company, its products, services and solutions, visit http://www.pitneybowes.com/. Pitney Bowes has presented in this earnings release diluted earnings per share on an adjusted basis. Also, management has included a presentation of free cash flow on an adjusted basis and earnings before interest and taxes (EBIT). Management believes this presentation provides a reasonable basis on which to present the adjusted financial information, and is provided to assist in investors' understanding of the company's results of operations. The company's financial results are reported in accordance with generally accepted accounting principles (GAAP). However, the earnings per share and free cash flow results are adjusted to exclude the impact of special items such as restructuring charges and write downs of assets, which materially impact the comparability of the company's results of operations. Restructuring charges often reflect retooling of the business in an episodic way. Although they represent actual expenses to the company, these episodic charges might mask the periodic income associated with our business had there not been a retooling. The use of free cash flow has limitations. GAAP cash flow has the advantage of including all cash available to the company after actual expenditures for all purposes. Free cash flow permits a shareholder insight into the amount of cash that management could have available for discretionary uses if it made different decisions about employing its cash. It adjusts for long-term commitments such as capital expenditures, as well as special items like cash used for restructuring charges and contributions to its pension funds. Of course, these items use cash that is not otherwise available to the company and are important expenditures. Management compensates for these limitations by using a combination of GAAP cash flow and free cash flow in doing its planning. The adjusted financial information and certain financial measures such as EBIT are intended to be more indicative of the ongoing operations and economic results of the company. EBIT excludes interest payments and taxes, both cash items, and as a result, has the effect of showing a greater amount of earnings than net income. The company uses EBIT, in addition to net income, for purposes of measuring the performance of its unit management team. The interest rates and tax rates applicable to the company generally are outside the control of management, and it can be useful to judge performance independent of those variables. The adjusted financial information should be viewed as a supplement to, rather than a replacement for, the financial results reported in accordance with GAAP. Further, our definition of this adjusted financial information may differ from similarly titled measures used by other companies. Pitney Bowes has provided in supplemental schedules attached for reference adjusted financial information and a quantitative reconciliation of the differences between the adjusted financial measures with the financial measures calculated and presented in accordance with GAAP, except with respect to our guidance because it would not be meaningful. Additional reconciliation of adjusted financial measures to financial measures calculated and presented in accordance with GAAP may be found at the company's web site http://www.pb.com/investorrelations in the Investor Relations section. The information contained in this document is as of April 24, 2006. Quarterly results are preliminary and unaudited. This document contains "forward-looking statements" about our expected future business and financial performance. Pitney Bowes assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify forward-looking statements. For us forward-looking statements include, but re not limited to, statements about possible restructuring charges and our future guidance, including our expected revenue in the second quarter and full year 2006, and our expected diluted earnings per share for the second quarter and for the full year 2006. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to: negative developments in economic conditions, including adverse impacts on customer demand, timely development and acceptance of new products or gaining product approval; successful entry into new markets; changes in interest rates; and changes in postal regulations, as more fully outlined in the company's 2005 Form 10-K Annual Report filed with the Securities and Exchange Commission. In addition, the forward-looking statements are subject to change based on the timing and specific terms of any announced acquisitions or dispositions. Note: Consolidated statements of income for the three months ended March 31, 2006 and 2005, and consolidated balance sheets at March 31, 2006, December 31, 2005, and March 31, 2005, are attached. Pitney Bowes Inc. Consolidated Statements of Income (Unaudited) (Dollars in thousands, except per share data) Three Months Ended March 31, 2006 2005 (1) Revenue from: Sales $405,778 $381,427 Rentals 196,812 201,641 Financing 174,996 157,275 Support services 194,543 194,934 Business services 386,368 349,103 Capital Services 45,607 33,408 Total revenue 1,404,104 1,317,788 Costs and expenses: Cost of sales 177,446 168,221 Cost of rentals 43,539 42,317 Cost of support services 102,615 100,366 Cost of business services 306,326 289,110 Selling, general and administrative 439,865 413,810 Research and development 41,536 41,778 Interest, net 65,330 46,816 Restructuring charge 5,597 (15,840) Other (income)/expense (10,599) 10,000 Total costs and expenses 1,171,655 1,096,578 Income from continuing operations before income taxes 232,449 221,210 Provision for income taxes 78,921 75,935 Income from continuing operations 153,528 145,275 Discontinued operations -- -- Net income $153,528 $145,275 Basic earnings per share Continuing operations $0.68 $0.63 Discontinued operations -- -- Net income $0.68 $0.63 Diluted earnings per share Continuing operations $0.67 $0.62 Discontinued operations -- -- Net income $0.67 $0.62 Average common and potential common shares outstanding 228,921,497 233,739,116 (1) Prior year amounts have been reclassified to conform with the current year presentation. Pitney Bowes Inc. Consolidated Balance Sheets (Unaudited) (Dollars in thousands, except per share data) Assets 03/31/06 12/31/05(1) 03/31/05(1) Current assets: Cash and cash equivalents $195,341 $243,509 $322,544 Short-term investments, at cost which approximates market 70,795 56,193 13,706 Accounts receivable, less allowances: 03/06 $46,646 12/05 $46,261 03/05 $49,353 660,270 658,198 596,435 Finance receivables, less allowances: 03/06 $56,488 12/05 $52,622 03/05 $69,172 1,425,953 1,342,446 1,346,786 Inventories 225,870 220,918 224,095 Other current assets and prepayments 215,225 221,051 201,748 Total current assets 2,793,454 2,742,315 2,705,314 Property, plant and equipment, net 615,544 621,954 638,811 Rental property and equipment, net 1,006,466 1,022,031 1,041,157 Property leased under capital leases, net 2,673 2,611 2,897 Long-term finance receivables, less allowances: 03/06 $70,133 12/05 $76,240 03/05 $92,910 1,831,442 1,841,673 1,765,218 Investment in leveraged leases 1,413,717 1,470,025 1,441,678 Goodwill 1,646,883 1,611,786 1,437,679 Intangible assets, net 349,564 347,414 315,593 Other assets 928,719 961,573 846,508 Total assets $10,588,462 $10,621,382 $10,194,855 Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued liabilities $1,453,640 $1,538,860 $1,427,383 Income taxes payable 85,806 55,903 259,897 Notes payable and current portion of long-term obligations 894,232 857,742 792,489 Advance billings 496,535 458,392 466,329 Total current liabilities 2,930,213 2,910,897 2,946,098 Deferred taxes on income 1,907,769 1,859,950 1,694,975 Long-term debt 3,778,208 3,849,623 3,519,365 Other noncurrent liabilities 313,673 326,663 341,961 Total liabilities 8,929,863 8,947,133 8,502,399 Preferred stockholders' equity in a subsidiary company 310,000 310,000 310,000 Stockholders' equity: Cumulative preferred stock, $50 par value, 4% convertible 17 17 17 Cumulative preference stock, no par value, $2.12 convertible 1,140 1,158 1,235 Common stock, $1 par value 323,338 323,338 323,338 Capital in excess of par value 199,929 198,213 177,862 Retained earnings 4,430,100 4,349,146 4,198,635 Accumulated other comprehensive income 97,125 76,917 121,540 Treasury stock, at cost (3,703,050) (3,584,540) (3,440,171) Total stockholders' equity 1,348,599 1,364,249 1,382,456 Total liabilities and stockholders' equity $10,588,462 $10,621,382 $10,194,855 (1) Prior period amounts have been reclassified to conform with the current year presentation. Pitney Bowes Inc. Revenue and EBIT Business Segments March 31, 2006 (Unaudited) (Dollars in thousands) % 2006 2005 (2) Change First Quarter Revenue Inside the U.S. - Mailing $578,364 $552,700 5% - DMT 98,010 91,118 8% Outside the U.S. 295,755 291,459 1% Global Mailstream Solutions 972,129 935,277 4% Global Management Services 267,503 267,905 0% Mail Services 118,865 81,198 46% Global Business Services 386,368 349,103 11% Capital Services 45,607 33,408 37% Total Revenue $1,404,104 $1,317,788 7% EBIT (1) Inside the U.S. - Mailing $228,138 $215,876 6% - DMT 6,432 3,541 82% Outside the U.S. 49,805 51,484 (3%) Global Mailstream Solutions 284,375 270,901 5% Global Management Services 20,531 13,991 47% Mail Services 11,807 3,323 255% Global Business Services 32,338 17,314 87% Capital Services 33,376 19,454 72% Total EBIT $350,089 $307,669 14% Unallocated amounts: Interest, net (65,330) (46,816) Corporate expense (46,713) (45,483) Restructuring charge (5,597) 15,840 Other expense -- (10,000) Income before income taxes $232,449 $221,210 (1) Earnings before interest and taxes (EBIT) excludes general corporate expenses. (2) Prior year amounts have been reclassified to conform with the current year presentation. Pitney Bowes Inc. Reconciliation of Reported Consolidated Results to Adjusted Results (Unaudited) (Dollars in thousands, except per share amounts) Three months ended March 31, 2006 2005 GAAP income from continuing operations before income taxes, as reported $232,449 $221,210 Restructuring charge 5,597 (15,840) Contributions to charitable foundations -- 10,000 Income from continuing operations before income taxes, as adjusted 238,046 215,370 Provision for income taxes, as adjusted above 80,936 73,226 Income from continuing operations, as adjusted $157,110 $142,144 GAAP diluted earnings per share, as reported $0.67 $0.62 Restructuring charge 0.02 (0.04) Contributions to charitable foundations -- 0.03 Diluted earnings per share from continuing operations, as adjusted $0.69 $0.61 GAAP net cash provided by operating activities, as reported $267,066 $192,359 Capital expenditures (83,015) (79,539) Restructuring payments 19,250 21,292 Contributions to charitable foundations -- 10,000 Free cash flow, as adjusted $203,301 $144,112 Note: The sum of the earnings per share amounts may not equal the totals above due to rounding. Editorial - Sheryl Y. Battles VP, Corp. Communications 203/351-6808 -----END PRIVACY-ENHANCED MESSAGE-----