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PITNEY BOWES INC /DE/ - Quarter Report: 2020 March (Form 10-Q)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 1-03579
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)

State of incorporation:
Delaware
 
I.R.S. Employer Identification No.
06-0495050
Address:
3001 Summer Street,
Stamford,
Connecticut
06926
 
Telephone Number:
(203)
356-5000
 
 
 
 

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock, $1 par value per share
 
PBI
 
New York Stock Exchange
6.7% Notes due 2043
 
PBI.PRB
 
New York Stock Exchange

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ
As of April 30, 2020, 172,626,898 shares of common stock, par value $1 per share, of the registrant were outstanding.

1




PITNEY BOWES INC.
INDEX

 
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Income (loss) for the Three Months Ended March 31, 2020 and 2019
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019
 
 
 
 
Condensed Consolidated Balance Sheets at March 31, 2020 and December 31, 2019
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2





PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited; in thousands, except per share amounts)
 
Three Months Ended March 31,
 
2020
 
2019
Revenue:
 

 
 

Business services
$
444,379

 
$
406,545

Support services
122,015

 
128,599

Financing
89,078

 
97,043

Equipment sales
76,273

 
89,787

Supplies
45,709

 
50,953

Rentals
18,814

 
22,157

Total revenue
796,268

 
795,084

Costs and expenses:
 
 
 
Cost of business services
374,665

 
327,046

Cost of support services
39,760

 
41,847

Financing interest expense
12,489

 
11,364

Cost of equipment sales
57,359

 
63,665

Cost of supplies
12,240

 
13,550

Cost of rentals
6,378

 
9,715

Selling, general and administrative
248,633

 
261,669

Research and development
12,116

 
12,577

Restructuring charges
3,817

 
3,700

Goodwill impairment
198,169

 

Interest expense, net
25,883

 
27,602

Other components of net pension and postretirement income
(151
)
 
(638
)
Other expense, net
33,487

 
17,710

Total costs and expenses
1,024,845

 
789,807

(Loss) income from continuing operations before taxes
(228,577
)
 
5,277

(Benefit) provision for income taxes
(10,030
)
 
7,820

Loss from continuing operations
(218,547
)
 
(2,543
)
Income (loss) from discontinued operations, net of tax
10,064

 
(116
)
Net loss
$
(208,483
)
 
$
(2,659
)
Basic (loss) earnings per share (1):
 
 
 
Continuing operations
$
(1.28
)
 
$
(0.01
)
Discontinued operations
0.06

 

Net loss
$
(1.22
)
 
$
(0.01
)
Diluted (loss) earnings per share (1):
 
 
 
Continuing operations
$
(1.28
)
 
$
(0.01
)
Discontinued operations
0.06

 

Net loss
$
(1.22
)
 
$
(0.01
)

(1) The sum of the earnings per share amounts may not equal the totals due to rounding.







See Notes to Condensed Consolidated Financial Statements

3


PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; in thousands)



 
Three Months Ended March 31,
 
2020
 
2019
Net loss
$
(208,483
)
 
$
(2,659
)
Other comprehensive (loss) income, net of tax:
 
 
 
Foreign currency translation, net of tax of $(2,817) and $924, respectively
(27,735
)
 
21,368

Net unrealized (loss) gain on cash flow hedges, net of tax of $(58) and $56, respectively
(174
)
 
163

Net unrealized gain on investment securities, net of tax of $434 and $964, respectively
1,308

 
2,816

Amortization of pension and postretirement costs, net of tax benefits of $2,650 and $2,649, respectively
8,870

 
6,636

Other comprehensive (loss) income, net of tax
(17,731
)
 
30,983

Comprehensive (loss) income
$
(226,214
)
 
$
28,324










































See Notes to Condensed Consolidated Financial Statements

4


PITNEY BOWES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except share and per share amounts)


 
March 31, 2020
 
December 31, 2019
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
663,072

 
$
924,442

Short-term investments, reported at fair value
67,180

 
115,879

Accounts and other receivables (net of allowance of $29,444 and $17,830, respectively)
342,823

 
373,471

Short-term finance receivables (net of allowance of $23,104 and $12,556, respectively)
597,805

 
629,643

Inventories
71,848

 
68,251

Current income taxes
16,356

 
5,565

Other current assets and prepayments
111,104

 
101,601

Assets of discontinued operations

 
17,229

Total current assets
1,870,188

 
2,236,081

Property, plant and equipment, net
371,464

 
376,177

Rental property and equipment, net
40,264

 
41,225

Long-term finance receivables (net of allowance of $15,764 and $7,095 respectively)
601,547

 
625,487

Goodwill
1,125,035

 
1,324,179

Intangible assets, net
181,624

 
190,640

Operating lease assets
193,635

 
200,752

Noncurrent income taxes
73,186

 
71,903

Other assets (includes $280,083 and $232,938, respectively, reported at fair value)
436,487

 
400,456

Total assets
$
4,893,430

 
$
5,466,900

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 

Current liabilities:
 

 
 

Accounts payable and accrued liabilities
$
653,539

 
$
793,690

Customer deposits at Pitney Bowes Bank
590,230

 
591,118

Current operating lease liabilities
36,085

 
36,060

Current portion of long-term debt
62,952

 
20,108

Advance billings
96,641

 
101,920

Current income taxes
3,070

 
17,083

Liabilities of discontinued operations

 
9,713

Total current liabilities
1,442,517

 
1,569,692

Long-term debt
2,567,010

 
2,719,614

Deferred taxes on income
275,815

 
274,435

Tax uncertainties and other income tax liabilities
36,096

 
38,834

Noncurrent operating lease liabilities
171,079

 
177,711

Other noncurrent liabilities
371,483

 
400,518

Total liabilities
4,864,000

 
5,180,804

 
 
 
 
Commitments and contingencies (See Note 14)


 


 
 
 
 
Stockholders’ equity:
 
 
 
Common stock, $1 par value (480,000,000 shares authorized; 323,337,912 shares issued)
323,338

 
323,338

Additional paid-in capital
69,553

 
98,748

Retained earnings
5,200,024

 
5,438,930

Accumulated other comprehensive loss
(857,874
)
 
(840,143
)
Treasury stock, at cost (151,947,224 and 152,888,969 shares, respectively)
(4,705,611
)
 
(4,734,777
)
Total stockholders’ equity
29,430

 
286,096

Total liabilities and stockholders’ equity
$
4,893,430

 
$
5,466,900



See Notes to Condensed Consolidated Financial Statements

5


PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)


 
Three Months Ended March 31,
 
2020
 
2019
Cash flows from operating activities:
 

 
 

Net loss
$
(208,483
)
 
$
(2,659
)
(Income) loss from discontinued operations, net of tax
(10,064
)
 
116

Restructuring payments
(6,047
)
 
(8,246
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 

 
 

Restructuring charges
3,817

 
3,700

Loss on disposition of businesses

 
17,710

Loss on extinguishment of debt
36,987

 

Depreciation and amortization
40,719

 
36,885

Goodwill impairment
198,169

 

Stock-based compensation
1,521

 
6,784

Allowance for credit losses
15,926

 
10,655

Amortization of debt fees
2,300

 
2,456

Changes in operating assets and liabilities, net of acquisitions/divestitures:
 

 
 

Decrease in accounts receivable
7,182

 
29,947

Decrease in finance receivables
18,843

 
43,388

Increase in inventories
(4,815
)
 
(6,232
)
Increase in other current assets and prepayments
(7,969
)
 
(33,948
)
Decrease in accounts payable and accrued liabilities
(104,556
)
 
(14,986
)
Increase (decrease) in current and noncurrent income taxes
10,797

 
(2,365
)
(Decrease) increase in advance billings
(4,148
)
 
878

Other, net
(18,658
)
 
(15,612
)
   Net cash (used in) provided by operating activities - continuing operations
(28,479
)
 
68,471

   Net cash (used in) provided by operating activities - discontinued operations
(37,805
)
 
1,257

   Net cash (used in) provided by operating activities
(66,284
)
 
69,728

Cash flows from investing activities:
 

 
 

Purchases of available-for-sale securities
(67,312
)
 

Proceeds from sales/maturities of available-for-sale securities
24,102

 
31,404

Net activity from short-term and other investments
48,431

 
(1,778
)
Capital expenditures
(25,778
)
 
(27,694
)
Acquisitions, net of cash acquired
(1,281
)
 
(4,882
)
Change in customer deposits at Pitney Bowes Bank
(888
)
 
(23,036
)
Other investing activities
(230
)
 
(7,841
)
   Net cash used in investing activities - continuing operations
(22,956
)
 
(33,827
)
   Net cash used in investing activities - discontinued operations
(2,502
)
 
(1,060
)
   Net cash used in investing activities
(25,458
)
 
(34,887
)
Cash flows from financing activities:
 

 
 

Proceeds from the issuance of long-term debt
816,544

 

Principal payments of long-term debt
(932,600
)
 
(12,541
)
Premiums and fees paid to extinguish debt
(32,645
)
 

Dividends paid to stockholders
(8,523
)
 
(9,408
)
Common stock repurchases

 
(39,142
)
Other financing activities
(2,372
)
 
(2,901
)
   Net cash used in financing activities
(159,596
)
 
(63,992
)
Effect of exchange rate changes on cash and cash equivalents
(10,032
)
 
794

Change in cash and cash equivalents
(261,370
)
 
(28,357
)
Cash and cash equivalents at beginning of period
924,442

 
867,262

Cash and cash equivalents at end of period
$
663,072

 
$
838,905

 
 
 
 
Cash interest paid
$
44,891

 
$
33,393

Cash income tax payments, net of refunds
$
13,270

 
$
10,071



See Notes to Condensed Consolidated Financial Statements

6


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)


1. Description of Business and Basis of Presentation
Description of Business
Pitney Bowes Inc. (we, us, our, or the company) is a global technology company providing commerce solutions that power billions of transactions. Clients around the world rely on the accuracy and precision delivered by our equipment, solutions, analytics, and application programming interface technology in the areas of ecommerce fulfillment, shipping and returns, cross-border ecommerce, office mailing and shipping, presort services and financing. Pitney Bowes Inc. was incorporated in the state of Delaware in 1920. For more information about us, our products, services and solutions, visit www.pitneybowes.com.

Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared 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, 2019 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, 2020, particularly in light of the novel coronavirus pandemic (COVID-19) and its effects on domestic and global businesses and economies. 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, 2019 (2019 Annual Report). Certain prior year amounts have been reclassified to conform to the current year presentation.
In August 2019, we entered into a definitive agreement to sell our Software Solutions business and recast prior periods to reflect the operating results of the Software Solutions business as discontinued operations. The sale was completed in December 2019, with the exception of the software business in Australia, which closed in January 2020. See Note 4 for additional information.
Accounts and other receivables includes other receivables of $71 million at March 31, 2020 and $91 million at December 31, 2019. In January 2019, we sold the direct operations and moved to a dealer model in six smaller international markets (Market Exits) within Sending Technology Solutions (SendTech Solutions). In connection with the sale, we recognized a receivable for the transfer of the lease portfolio in these international markets of $24 million.

Risks and Uncertainties
On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Through the end of February 2020, consolidated revenue was trending in line with our expectations versus the same two-month period in 2019. Beginning in March, COVID-19 and its impacts on global economies and businesses began to negatively impact our year-over-year consolidated revenue trends and results of operations. We expect COVID-19 and the resulting significantly weaker global economic conditions to negatively impact our operating results for the second quarter of 2020. Additionally, since the severity and duration of this pandemic is uncertain, we are not able to reasonably estimate the full extent of the impact of the pandemic on our operating results, financial position and liquidity for the remainder of the year.
We assessed certain accounting matters that require the use of estimates, assumptions and consideration of forecasted financial information in context with the known and projected future impacts of COVID-19 as of March 31, 2020 and through the date of this report. The most significant impacts for the quarter ended March 31, 2020 are included below. While the outcomes of COVID-19 are uncertain, it is possible that the severity and duration of the pandemic could result in material impacts to our financial condition, results of operations and liquidity in future reporting periods and may cause us to take further cost-savings and cash conservation measures.
The determination of our provision for credit losses is now impacted by changes in forecasted economic conditions (see Accounting Pronouncements Adopted in 2020 below). COVID-19 and its impact on global economies resulted in an increased probability of recessionary conditions, which impacted our current year credit loss provision by $11 million.
At December 31, 2019, the fair value of our Global Ecommerce business exceeded its carrying value by less than 20%. During the first quarter of 2020, our Global Ecommerce reporting unit experienced weaker than expected performance, in part due to the macroeconomic conditions resulting from COVID-19, and we recorded a non-cash, pre-tax goodwill impairment charge of $198 million. See Note 8 for additional information.


7


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

Accounting Pronouncements Adopted in 2020
Effective January 1, 2020, we adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses. We adopted this standard using the modified retrospective transition approach with a cumulative effect adjustment to retained earnings. The adoption of the standard resulted in an increase in the opening reserve balance for Accounts and other receivables of $15 million and the opening reserve balance for finance receivables of $10 million and a net reduction to retained earnings of $22 million. The ASU applies to financial assets measured at amortized cost, including finance receivables, trade and other receivables and investments in debt securities classified as available-for-sale and held-to-maturity. The ASU replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The models to estimate credit losses are required to be based on historical loss experience, current conditions, reasonable and supportable forecasts and current economic outlook.
Activity in the allowance for credit losses for accounts and other receivables is presented below. See Note 7 for additional information pertaining to our finance receivables.
 
Balance at December 31, 2019
 
Cumulative effect of accounting change
 
Amounts charged to expense
 
Write-offs, recoveries and currency impact
 
Balance at
March 31, 2020
Allowance for credit losses
$
17,830

 
$
15,336

 
$
3,280

 
$
(7,002
)
 
$
29,444


 
Accounts receivable greater than 365 days past due, subject to certain exceptions, are written off against the allowance, although collection efforts may continue.

Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles and also clarifies and amends existing guidance. This standard is effective beginning January 1, 2021, with early adoption permitted. We do not expect this standard to have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The transition to new reference interest rates will require certain contracts to be modified and the ASU is intended to mitigate the effects of this transition. The accommodations provided by the ASU are effective as of March 12, 2020 through December 31, 2022 and may be applied at the beginning of any interim period within that time frame. We are currently assessing the impact this standard will have on our consolidated financial statements.

8


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

2. Revenue
Disaggregated Revenue
The following tables disaggregate our revenue by source and timing of recognition:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2020
 
Global Ecommerce
Presort Services
SendTech Solutions
Revenue from products and services
Revenue from leasing transactions and financing
Total consolidated revenue
Major products/service lines
 
 
 
 
 
 
Business services
$
292,323

$
140,720

$
11,336

$
444,379

$

$
444,379

Support services


122,015

122,015


122,015

Financing




89,078

89,078

Equipment sales


17,130

17,130

59,143

76,273

Supplies


45,709

45,709


45,709

Rentals




18,814

18,814

Subtotal
292,323

140,720

196,190

629,233

$
167,035

$
796,268

 
 
 
 
 
 
 
Revenue from leasing transactions and financing
 
 
 
 
 
 
Financing


89,078

89,078

 
 
Equipment sales


59,143

59,143

 
 
Rentals


18,814

18,814

 
 
     Total revenue
$
292,323

$
140,720

$
363,225

$
796,268

 
 
 
 
 
 
 
 
 
Timing of revenue recognition from products and services
 
 
 
 
Products/services transferred at a point in time
$

$

$
78,374

$
78,374

 
 
Products/services transferred over time
292,323

140,720

117,816

550,859

 
 
      Total
$
292,323

$
140,720

$
196,190

$
629,233

 
 


9


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

 
Three Months Ended March 31, 2019
 
Global Ecommerce
Presort Services
SendTech Solutions
Revenue from products and services
Revenue from leasing transactions and financing
Total consolidated revenue
Major products/service lines
 
 
 
 
 
 
Business services
$
266,254

$
134,847

$
5,444

$
406,545

$

$
406,545

Support services


128,599

128,599


128,599

Financing




97,043

97,043

Equipment sales


21,293

21,293

68,494

89,787

Supplies


50,953

50,953


50,953

Rentals




22,157

22,157

Subtotal
266,254

134,847

206,289

607,390

$
187,694

$
795,084

 
 
 
 
 
 
 
Revenue from leasing transactions and financing
 
 
 
 
 
 
Financing


97,043

97,043

 
 
Equipment sales


68,494

68,494

 
 
Rentals


22,157

22,157

 
 
     Total revenue
$
266,254

$
134,847

$
393,983

$
795,084

 
 
 
 
 
 
 
 
 
Timing of revenue recognition from products and services
 
 
 
 
Products/services transferred at a point in time
$

$

$
86,877

$
86,877

 
 
Products/services transferred over time
266,254

134,847

119,412

520,513

 
 
      Total
$
266,254

$
134,847

$
206,289

$
607,390

 
 
Our performance obligations for revenue from products and services are as follows:
Business services includes providing mail processing services, cross-border solutions, shipping solutions and fulfillment, delivery and return services. Revenue is recognized over time as the services are provided. Contract terms for these services range from one to five years followed by annual renewal periods.
Support services includes providing maintenance, professional, meter and other subscription services for our mailing equipment. Contract terms range from one to five years, depending on the term of the lease contract for the related equipment. Revenue for maintenance, meter and other subscription services is recognized ratably over the contract period and revenue for professional services is recognized when services are provided.
Equipment sales generally include the sale of mailing equipment, excluding sales-type leases. We recognize revenue upon delivery for self-install equipment and upon acceptance or installation for other equipment. We provide a warranty that our equipment is free of defects and meets stated specifications. The warranty is not considered a separate performance obligation.
Supplies revenue is recognized upon delivery.
Revenue from leasing transactions and financing includes revenue from sales-type leases, operating leases, finance income and late fees.

Advance Billings from Contracts with Customers
 
Balance sheet location
 
March 31, 2020
 
December 31, 2019
 
Increase/ (decrease)
Advance billings, current
Advance billings
 
$
88,038

 
$
92,464

 
$
(4,426
)
Advance billings, noncurrent
Other noncurrent liabilities
 
$
1,192

 
$
1,245

 
$
(53
)

Advance billings are recorded when cash payments are due in advance of our performance. Items in advance billings primarily relate to support services on mailing equipment. Revenue is recognized ratably over the contract term.
The net decrease in advance billings at March 31, 2020 is due to revenue recognized during the period in excess of advance billings. Revenue recognized during the period includes $55 million of advance billings at the beginning of the period, partially offset by advance billings in the quarter.

10


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

Future Performance Obligations
Future performance obligations include revenue streams bundled with our leasing contracts, primarily maintenance, meter and other subscription services. The transaction prices allocated to future performance obligations will be recognized as follows:
 
 
Remainder of 2020
 
2021
 
2022-2025
 
Total
SendTech Solutions
 
$
219,155

 
$
238,137

 
$
306,647

 
$
763,939

The table above does not include revenue related to performance obligations for contracts with terms less than 12 months and expected consideration for those performance obligations where revenue is recognized based on the amount billable to the customer.
3. Segment Information
Our reportable segments are Global Ecommerce, Presort Services and SendTech Solutions. Global Ecommerce and Presort Services comprise the Commerce Services reporting group. The principal products and services of each reportable segment are as follows:
Global Ecommerce: Includes the revenue and related expenses from products and services that facilitate domestic retail and ecommerce shipping solutions, including fulfillment and returns, and global cross-border ecommerce transactions.
Presort Services: Includes revenue and related expenses from sortation services to qualify large volumes of First Class Mail, Marketing Mail and Bound and Packet Mail (Marketing Mail Flats and Bound Printed Matter) for postal worksharing discounts.
SendTech Solutions: Includes the revenue and related expenses from sending technology solutions for physical mailing, digital mailing and shipping, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters and packages.
Management measures segment profitability and performance using segment earnings before interest and taxes (EBIT). Segment EBIT is calculated by deducting from segment revenue the related costs and expenses attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges, asset impairment charges and other items not allocated to a particular business segment. Management believes that it provides investors a useful measure of operating performance and underlying trends of the business. Segment EBIT may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations. The following tables provide information about our reportable segments and reconciliation of segment EBIT to net loss.
 
Revenue
 
Three Months Ended March 31,
 
2020
 
2019
Global Ecommerce
$
292,323

 
$
266,254

Presort Services
140,720

 
134,847

Commerce Services
433,043

 
401,101

SendTech Solutions
363,225

 
393,983

Total revenue
$
796,268

 
$
795,084



11


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

 
EBIT
 
Three Months Ended March 31,
 
2020
 
2019
Global Ecommerce
$
(29,475
)
 
$
(14,600
)
Presort Services
15,695

 
15,066

Commerce Services
(13,780
)
 
466

SendTech Solutions
106,562

 
122,403

Total segment EBIT
92,782

 
122,869

Reconciliation of Segment EBIT to net loss:
 

 
 

Unallocated corporate expenses
(43,722
)
 
(56,958
)
Restructuring charges
(3,817
)
 
(3,700
)
Interest expense, net
(38,372
)
 
(38,966
)
Goodwill impairment
(198,169
)
 

Loss on extinguishment of debt
(36,987
)
 

Loss on Market Exits

 
(17,710
)
Transaction costs
(292
)
 
(258
)
Benefit (provision) for income taxes
10,030

 
(7,820
)
Loss from continuing operations
(218,547
)
 
(2,543
)
Income (loss) from discontinued operations, net of tax
10,064

 
(116
)
Net loss
$
(208,483
)
 
$
(2,659
)


During the three months ended March 31, 2020, we received an advance of $4 million against our insurance claim related to the October 2019 ransomware attack, a portion of which has been allocated to the business segments.

4. Discontinued Operations
Discontinued operations includes the Software Solutions business, sold in December 2019, with the exception of the software business in Australia, which closed in January 2020, and the Production Mail business, sold in July 2018. Selected financial information of discontinued operations is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2020
 
Three Months Ended March 31, 2019
 
Software Solutions
 
Production Mail
 
Total
 
Software Solutions
 
Production Mail
 
Total
Revenue
$

 
$

 
$

 
$
73,318

 
$
750

 
$
74,068

 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) from discontinued operations
$

 
$

 
$

 
$
1,594

 
$
(663
)
 
$
931

Gain (loss) on sale (including transaction costs)
10,285

 
(412
)
 
9,873

 

 
(667
)
 
(667
)
Income (loss) from discontinued operations before taxes
$
10,285

 
$
(412
)
 
9,873

 
$
1,594

 
$
(1,330
)
 
264

Tax (benefit) provision
 
 
 
 
(191
)
 
 
 
 
 
380

Income (loss) from discontinued operations, net of tax
 
 
 
 
$
10,064

 
 
 
 
 
$
(116
)

Assets of discontinued operations and liabilities of discontinued operations at December 31, 2019 includes the assets and liabilities of the software business in Australia.
 
 



12


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

5. Earnings per Share (EPS)
 
Three Months Ended March 31,
 
2020
 
2019
Numerator:
 

 
 

Loss from continuing operations
$
(218,547
)
 
$
(2,543
)
Income (loss) from discontinued operations, net of tax
10,064

 
(116
)
Net loss (numerator for diluted EPS)
(208,483
)
 
(2,659
)
Less: Preference stock dividend

 
8

Loss attributable to common stockholders (numerator for basic EPS)
$
(208,483
)
 
$
(2,667
)
Denominator:
 

 
 

Weighted-average shares used in basic EPS
170,912

 
185,971

Dilutive effect of common stock equivalents (1)

 

Weighted-average shares used in diluted EPS
170,912

 
185,971

Basic (loss) earnings per share (2):
 

 
 

Continuing operations
$
(1.28
)
 
$
(0.01
)
Discontinued operations
0.06

 

Net loss
$
(1.22
)
 
$
(0.01
)
Diluted (loss) earnings per share (2):
 
 
 
Continuing operations
$
(1.28
)
 
$
(0.01
)
Discontinued operations
0.06

 

Net loss
$
(1.22
)
 
$
(0.01
)
 
 
 
 
Anti-dilutive options excluded from diluted earnings per share:
17,617

 
14,989


(1)
Dilutive effect of common stock equivalents for the three months ended March 31, 2020 and 2019 was 1,554 and 1,618, respectively; however, are not included in the calculation of diluted earnings per share as the Company is reporting a net loss for both periods.
(2)
The sum of the earnings per share amounts may not equal the totals due to rounding.

6. Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined on the last-in, first-out (LIFO) basis for most U.S. inventories and the first-in, first-out (FIFO) basis for most non-U.S. inventories. Inventories consisted of the following:
 
March 31,
2020
 
December 31,
2019
Raw materials
$
16,631

 
$
13,514

Supplies and service parts
24,133

 
21,840

Finished products
35,156

 
36,969

Inventory at FIFO cost
75,920

 
72,323

Excess of FIFO cost over LIFO cost
(4,072
)
 
(4,072
)
Total inventory, net
$
71,848

 
$
68,251




13


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

7. Finance Assets and Lessor Operating Leases
Finance Assets
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 clients for postage and supplies. Most loan receivables are generally due each month; however, clients may rollover outstanding balances. Interest is recognized on loan receivables using the effective interest method and related annual fees are initially deferred and recognized ratably over the annual period covered. Client acquisition costs are expensed as incurred.
Finance receivables consisted of the following:
 
March 31, 2020
 
December 31, 2019
 
North America
 
International
 
Total
 
North America
 
International
 
Total
Sales-type lease receivables
 

 
 

 
 

 
 

 
 

 
 

Gross finance receivables
$
1,031,493

 
$
200,053

 
$
1,231,546

 
$
1,055,852

 
$
224,202

 
$
1,280,054

Unguaranteed residual values
40,345

 
11,301

 
51,646

 
41,934

 
11,789

 
53,723

Unearned income
(301,136
)
 
(61,379
)
 
(362,515
)
 
(319,281
)
 
(65,888
)
 
(385,169
)
Allowance for credit losses
(25,933
)
 
(4,883
)
 
(30,816
)
 
(10,920
)
 
(2,085
)
 
(13,005
)
Net investment in sales-type lease receivables
744,769

 
145,092

 
889,861

 
767,585

 
168,018

 
935,603

Loan receivables
 
 
 

 
 

 
 

 
 

 
 

Loan receivables
292,699

 
24,844

 
317,543

 
298,247

 
27,926

 
326,173

Allowance for credit losses
(7,422
)
 
(630
)
 
(8,052
)
 
(5,906
)
 
(740
)
 
(6,646
)
Net investment in loan receivables
285,277

 
24,214

 
309,491

 
292,341

 
27,186

 
319,527

Net investment in finance receivables
$
1,030,046

 
$
169,306

 
$
1,199,352

 
$
1,059,926

 
$
195,204

 
$
1,255,130



Maturities of gross sales-type lease receivables and gross loan receivables at March 31, 2020 were as follows:
 
Sales-type Lease Receivables
 
Loan Receivables
 
North America
 
International
 
Total
 
North America
 
International
 
Total
Remaining for year ending December 31, 2020
$
321,928

 
$
58,207

 
$
380,135

 
$
256,712

 
$
24,844

 
$
281,556

Year ending December 31, 2021
320,823

 
64,327

 
385,150

 
11,660

 

 
11,660

Year ending December 31, 2022
217,470

 
43,949

 
261,419

 
9,999

 

 
9,999

Year ending December 31, 2023
120,443

 
23,495

 
143,938

 
5,222

 

 
5,222

Year ending December 31, 2024
46,447

 
8,389

 
54,836

 
6,603

 

 
6,603

Thereafter
4,382

 
1,686

 
6,068

 
2,503

 

 
2,503

Total
$
1,031,493

 
$
200,053

 
$
1,231,546

 
$
292,699

 
$
24,844

 
$
317,543












14


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

Aging of Receivables
The aging of gross finance receivables was as follows:
 
March 31, 2020
 
Sales-type Lease Receivables
 
Loan Receivables
 
 
 
North
America
 
International
 
North
America
 
International
 
Total
Past due amounts 0 - 90 days
$
1,008,879

 
$
197,681

 
$
288,180

 
$
24,562

 
$
1,519,302

Past due amounts > 90 days
22,614

 
2,372

 
4,519

 
282

 
29,787

Total
$
1,031,493

 
$
200,053

 
$
292,699

 
$
24,844

 
$
1,549,089

Past due amounts > 90 days
 

 
 

 
 

 
 

 
 

Still accruing interest
$
4,856

 
$
1,309

 
$
2,538

 
$
125

 
$
8,828

Not accruing interest
17,758

 
1,063

 
1,981

 
157

 
20,959

Total
$
22,614

 
$
2,372

 
$
4,519

 
$
282

 
$
29,787

 
December 31, 2019
 
Sales-type Lease Receivables
 
Loan Receivables
 
 
 
North
America
 
International
 
North
America
 
International
 
Total
Past due amounts 0 - 90 days
$
1,032,912

 
$
220,819

 
$
294,001

 
$
27,697

 
$
1,575,429

Past due amounts > 90 days
22,940

 
3,383

 
4,246

 
229

 
30,798

Total
$
1,055,852

 
$
224,202

 
$
298,247

 
$
27,926

 
$
1,606,227

Past due amounts > 90 days
 

 
 

 
 

 
 

 
 

Still accruing interest
$
4,835

 
$
1,081

 
$
2,094

 
$
121

 
$
8,131

Not accruing interest
18,105

 
2,302

 
2,152

 
108

 
22,667

Total
$
22,940

 
$
3,383

 
$
4,246

 
$
229

 
$
30,798



Allowance for Credit Losses
We estimate an allowance for credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay, current conditions, reasonable and supportable forecasts and current economic outlook. Credit losses are estimated at the portfolio level based on asset type and geographic market. Historical loss experience was based on actual loss rates over the average term of the asset of five years for sales-type lease receivables and three years for loan receivables (including accrued interest). Additionally, we evaluate current conditions and review third-party economic forecasts on a quarterly basis to determine the impact on the allowance for credit losses. The assumptions used in determining an estimate of credit losses are inherently subjective and actual results may differ significantly from estimated reserves. The allowance for credit losses for the three months ended March 31, 2020 includes an increased probability of an economic recession and resulting impact on a client's future ability to pay amounts due.
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 loan receivables that are more than 90 days past due. We resume revenue recognition when the client's payments reduce the account aging to less than 60 days 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. As of March 31, 2020, we believe that our finance receivable credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients. We have not experienced a significant change in the collections of amounts due, but in light of the current economic situation, it is possible that our delinquency rates could increase.







15


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

Activity in the allowance for credit losses for finance receivables was as follows:
 
Sales-type Lease Receivables
 
Loan Receivables
 
 
 
North
America
 
International
 
North
America
 
International
 
Total
Balance at December 31, 2019
$
10,920

 
$
2,085

 
$
5,906

 
$
740

 
$
19,651

Cumulative effect of accounting change
9,271

 
1,750

 
(1,116
)
 
(402
)
 
9,503

Amounts charged to expense
6,892

 
1,345

 
4,006

 
403

 
12,646

Write-offs
(1,618
)
 
(248
)
 
(2,058
)
 
(104
)
 
(4,028
)
Recoveries
592

 
31

 
691

 

 
1,314

Other
(124
)
 
(80
)
 
(7
)
 
(7
)
 
(218
)
Balance at March 31, 2020
$
25,933

 
$
4,883

 
$
7,422

 
$
630

 
$
38,868

 
 
 
 
 
 
 
 
 
 
 
Sales-type Lease Receivables
 
Loan Receivables
 
 
 
North
America
 
International
 
North
America
 
International
 
Total
Balance at January 1, 2019
$
10,253

 
$
2,355

 
$
6,777

 
$
837

 
$
20,222

Amounts charged to expense
3,399

 
231

 
957

 
20

 
4,607

Write-offs
(878
)
 
(245
)
 
(2,280
)
 
(169
)
 
(3,572
)
Recoveries
347

 
40

 
942

 

 
1,329

Other
15

 
(497
)
 
3

 
44

 
(435
)
Balance at March 31, 2019
$
13,136

 
$
1,884

 
$
6,399

 
$
732

 
$
22,151



Credit Quality
The extension of credit and management of credit lines to new and existing clients uses a combination of a client's credit score, where available, and a detailed manual review of their financial condition and payment history or an automated process for certain small dollar applications. 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 in place track 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. The relative scores are determined based on a number of factors, including financial information, payment history, company type and ownership structure. 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 (low, medium, high), as defined by the third party, refers to the relative risk that an account may become delinquent in the next 12 months.
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.











16


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

The table below shows the gross sales-type lease receivable and loan receivable balances by relative risk class and year of origination based on the relative scores of the accounts within each class.
 
Sales Type Lease Receivables
 
Loan Receivables
 
Total
 
2020
 
2019
 
2018
 
2017
 
2016
 
Prior
 
 
Low
$
80,794

 
$
278,796

 
$
225,328

 
$
141,499

 
$
62,994

 
$
28,603

 
$
216,717

 
$
1,034,731

Medium
13,337

 
52,267

 
45,057

 
29,346

 
12,816

 
7,091

 
58,152

 
218,066

High
1,651

 
5,961

 
5,516

 
3,610

 
2,478

 
833

 
5,158

 
25,207

Not Scored
23,483

 
86,463

 
60,505

 
37,683

 
20,153

 
5,282

 
37,516

 
271,085

Total
$
119,265

 
$
423,487

 
$
336,406

 
$
212,138

 
$
98,441

 
$
41,809

 
$
317,543

 
$
1,549,089



The majority of the Not Scored amounts above is comprised of our International portfolio. We do not use a third party to score our International portfolio because the cost to do so is prohibitive, given that it is a localized process, and there is no single credit score model that covers all countries. International credit applications below $50 thousand are subjected to an automated review process. All other credit applications are manually reviewed. A manual review includes obtaining client financial information, credit reports and other available financial information. Approximately 80% of credit applications are approved or denied through the automated review process.

Lease Income
Lease income from sales-type leases was as follows:
 
Three Months Ended March 31,
 
2020
 
2019
Profit recognized at commencement (1)
$
28,920

 
$
36,360

Interest income
34,260

 
59,478

Total lease income from sales-type leases
$
63,180

 
$
95,838

(1) Lease contracts do not include variable lease payments.

Lessor Operating Leases
We also lease mailing equipment under operating leases with terms of one to five years. Maturities of these operating leases are as follows:
Remaining for year ending December 31, 2020
$
28,961

Year ending December 31, 2021
24,361

Year ending December 31, 2022
9,159

Year ending December 31, 2023
4,262

Year ending December 31, 2024
1,165

Thereafter
60

Total
$
67,968




17


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

8. Intangible Assets and Goodwill
Intangible Assets
Intangible assets consisted of the following:
 
March 31, 2020
 
December 31, 2019
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer relationships
$
265,630

 
$
(95,136
)
 
$
170,494

 
$
265,665

 
$
(88,550
)
 
$
177,115

Software & technology
31,600

 
(21,576
)
 
10,024

 
31,600

 
(19,999
)
 
11,601

Trademarks & other
13,324

 
(12,218
)
 
1,106

 
13,324

 
(11,400
)
 
1,924

Total intangible assets
$
310,554

 
$
(128,930
)
 
$
181,624

 
$
310,589

 
$
(119,949
)
 
$
190,640



Amortization expense was $9 million for the three months ended March 31, 2020 and 2019.
Future amortization expense as of March 31, 2020 is shown in the table below. Actual amortization expense may differ due to, among other things, fluctuations in foreign currency exchange rates, impairments, acquisitions and accelerated amortization.
Remaining for year ending December 31, 2020
$
24,412

Year ending December 31, 2021
29,972

Year ending December 31, 2022
29,026

Year ending December 31, 2023
26,188

Year ending December 31, 2024
26,188

Thereafter
45,838

Total
$
181,624



Goodwill
During the first quarter of 2020, our Global Ecommerce reporting unit experienced weaker than expected performance, in part due to the macroeconomic conditions resulting from COVID-19. Based on this, we engaged a third-party to assist in the determination of the fair value of the reporting unit.
The determination of fair value, and the resulting impairment charge, relied on internal projections developed using numerous estimates and assumptions and are inherently subject to significant uncertainties. These estimates and assumptions used included revenue growth, profitability, cash flows, capital spending and other available information. The determination of fair value also incorporated a risk-adjusted discount rate, terminal growth rates and other assumptions that market participants may use. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment charge and could result in an additional impairment charge to be recorded in the future. These estimates and assumptions are considered Level 3 inputs under the fair value hierarchy.
We determined that the reporting unit's estimated fair value was less than its carrying value and recorded a non-cash, pre-tax goodwill impairment charge of $198 million to reduce the carrying value of the Global Ecommerce reporting unit to its estimated fair value.

Changes in the carrying value of goodwill, by reporting segment are shown in the table below.
 
December 31, 2019
 
Impairment
 
Acquisition
 
Currency impact
 
March 31,
2020
Global Ecommerce
$
609,431

 
$
(198,169
)
 
$

 
$

 
$
411,262

Presort Services
212,529

 

 
4,338

 

 
216,867

Commerce Services
821,960

 
(198,169
)
 
4,338

 

 
628,129

SendTech Solutions
502,219

 

 

 
(5,313
)
 
496,906

Total goodwill
$
1,324,179

 
$
(198,169
)
 
$
4,338

 
$
(5,313
)
 
$
1,125,035




18


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

9. 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.
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 its placement within the fair value hierarchy. 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.
 
March 31, 2020
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 

 
 

 
 

 
 

Investment securities
 

 
 

 
 

 
 

Money market funds
$
148,561

 
$
111,903

 
$

 
$
260,464

Equity securities

 
17,044

 

 
17,044

Commingled fixed income securities
1,691

 
18,688

 

 
20,379

Government and related securities
60,388

 
25,454

 

 
85,842

Corporate debt securities

 
72,012

 

 
72,012

Mortgage-backed / asset-backed securities

 
107,457

 

 
107,457

Derivatives
 
 
 
 
 

 


Foreign exchange contracts

 
6,071

 

 
6,071

Total assets
$
210,640

 
$
358,629

 
$

 
$
569,269

Liabilities:
 

 
 

 
 

 
 

Derivatives
 

 
 

 
 

 
 

Foreign exchange contracts
$

 
$
(3,758
)
 
$

 
$
(3,758
)
Total liabilities
$

 
$
(3,758
)
 
$

 
$
(3,758
)

19


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

 
December 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 

 
 

 
 

 
 

Investment securities
 

 
 

 
 

 
 

Money market funds
$
161,441

 
$
240,364

 
$

 
$
401,805

Equity securities

 
21,979

 

 
21,979

Commingled fixed income securities
1,656

 
18,404

 

 
20,060

Government and related securities
64,572

 
17,478

 

 
82,050

Corporate debt securities

 
72,149

 

 
72,149

Mortgage-backed / asset-backed securities

 
66,339

 

 
66,339

Derivatives
 

 
 

 
 

 


Foreign exchange contracts

 
3,256

 

 
3,256

Total assets
$
227,669

 
$
439,969

 
$

 
$
667,638

Liabilities:
 

 
 

 
 

 
 

Derivatives
 

 
 

 
 

 
 

Foreign exchange contracts
$

 
$
(1,402
)
 
$

 
$
(1,402
)
Total liabilities
$

 
$
(1,402
)
 
$

 
$
(1,402
)

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: Money market funds typically invest in government securities, certificates of deposit, commercial paper and other highly liquid, low risk securities. 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.
Equity Securities: Equity securities are comprised of mutual funds investing in U.S. and foreign stocks. These mutual funds are classified as Level 2.
Commingled Fixed Income Securities: Commingled fixed income securities are comprised of 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. Fair value is based on the 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 mutual funds 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.
Government and Related Securities: 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 are classified as Level 2 where fair value is determined using quoted market prices for similar securities or benchmarking model derived prices to quoted market prices and trade data for identical or comparable securities.
Corporate Debt Securities: Corporate debt securities are valued using recently executed comparable transactions, market price quotations or bond spreads for the same maturity as the security. These securities are classified as Level 2.
Mortgage-Backed Securities / Asset-Backed Securities: These securities are valued based on external pricing indices or external price/spread data. These securities are classified as Level 2.

Available-For-Sale Securities
Available-for-sale investment securities are predominantly held at the Pitney Bowes Bank, whose primary business is to provide financing solutions to clients that rent postage meters and purchase supplies. Investment securities classified as available-for-sale are recorded at fair value with changes in fair value due to market conditions recorded in accumulated other comprehensive income (AOCI) and changes due to credit conditions recorded in earnings. Individual securities are considered impaired when the fair value declines below amortized cost. We use a discounted cash flow model to determine the amount of unrealized losses due to credit losses which are recognized in earnings. Unrealized losses and gains related to market conditions (i.e. interest rates) are recorded, net of tax, in AOCI.


20


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

Available-for-sale securities consisted of the following:
 
March 31, 2020
 
Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Estimated fair value
Government and related securities
$
81,698

 
$
4,462

 
$
(360
)
 
$
85,800

Corporate debt securities
73,338

 
1,270

 
(2,596
)
 
72,012

Commingled fixed income securities
1,684

 
7

 

 
1,691

Mortgage-backed / asset-backed securities
104,968

 
2,822

 
(333
)
 
107,457

Total
$
261,688

 
$
8,561

 
$
(3,289
)
 
$
266,960

 
December 31, 2019
 
Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Estimated fair value
Government and related securities
$
80,732

 
$
1,358

 
$
(114
)
 
$
81,976

Corporate debt securities
70,426

 
2,009

 
(286
)
 
72,149

Commingled fixed income securities
1,675

 

 
(19
)
 
1,656

Mortgage-backed / asset-backed securities
65,679

 
960

 
(300
)
 
66,339

Total
$
218,512

 
$
4,327

 
$
(719
)
 
$
222,120



Investment securities in a loss position were as follows:
 
March 31, 2020
 
December 31, 2019
 
Fair Value
 
Gross unrealized losses
 
Fair Value
 
Gross unrealized losses
Less than 12 continuous months
$
59,815

 
$
3,104

 
$
52,521

 
$
583

Greater than 12 continuous months
7,906

 
185

 
9,227

 
136

Total
$
67,721

 
$
3,289

 
$
61,748

 
$
719


Our allowance for credit losses on available for sale investment securities was not significant at March 31, 2020. Unrealized losses recorded during the period specifically due to credit losses were immaterial. At March 31, 2020, approximately 30% of total securities in the investment portfolio were in a net loss position. We believe our available for sale allowance for credit loss is adequate as the majority of our investments are with high grade corporate securities and U.S. government agencies. We have not recognized an impairment on any of the investment securities in an unrealized loss position because we have the ability and intent to hold these securities until recovery of the unrealized losses or expect to receive the stated principal and interest at maturity.
Scheduled maturities of available-for-sale securities at March 31, 2020 were as follows:
 
Amortized cost
 
Estimated fair value
Within 1 year
$
26,602

 
$
26,831

After 1 year through 5 years
49,024

 
50,100

After 5 years through 10 years
61,991

 
61,909

After 10 years
124,071

 
128,120

Total
$
261,688

 
$
266,960


The scheduled maturities of mortgage-backed and asset-backed securities may not coincide with the actual payment, as borrowers have the right to prepay obligations.
We have not experienced any significant write-offs in our investment portfolio. The majority of our mortgage-backed securities 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.

21


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

Held-to-Maturity Securities
Held-to-maturity securities at March 31, 2020 and December 31, 2019, include $267 million and $383 million, respectively, of short-term, highly liquid time deposits.
Derivative Instruments
In the normal course of business, we are exposed to the impact of changes in foreign currency exchange rates and interest rates. We mitigate these exposures by following established risk management policies and procedures, including the use of derivatives. We use derivative instruments to limit the effects of exchange rate fluctuations on financial results and manage the cost of debt. We do not use derivatives for trading or speculative purposes. We record derivative instruments at fair value and the accounting for changes in the fair value 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.
Foreign Exchange Contracts
We enter into foreign 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. No amount of ineffectiveness was recorded in earnings for these designated cash flow hedges. At March 31, 2020 and December 31, 2019, we had outstanding contracts associated with these anticipated transactions with notional amounts of $8 million and $7 million, respectively.
The valuation of foreign exchange derivatives is based on the market approach using observable market inputs, such as foreign currency spot and forward rates and yield curves. We have not seen a material change in the creditworthiness of those banks acting as derivative counterparties in the three months ended March 31, 2020.
The fair value of derivative instruments was as follows:
Designation of Derivatives
 
Balance Sheet Location
 
March 31,
2020
 
December 31,
2019
Derivatives designated as
hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets and prepayments
 
$
77

 
$
207

 
 
Accounts payable and accrued liabilities
 
(157
)
 
(56
)
 
 
 
 
 
 
 
Derivatives not designated as
hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets and prepayments
 
5,994

 
3,049

 
 
Accounts payable and accrued liabilities
 
(3,601
)
 
(1,346
)
 
 
 
 
 
 
 
 
 
Total derivative assets
 
$
6,071

 
$
3,256

 
 
Total derivative liabilities
 
(3,758
)
 
(1,402
)
 
 
Total net derivative asset
 
$
2,313

 
$
1,854


Amounts included in AOCI at March 31, 2020 related to derivative instruments will be recognized in earnings within the next 12 months.
The following represents the results of cash flow hedging relationships:
 
 
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
 
2020
 
2019
 
 
2020
 
2019
Foreign exchange contracts
 
$
(160
)
 
$
345

 
Revenue
 
$
61

 
$
111

 
 
 

 
 

 
Cost of sales
 
10

 
16

 
 


 


 
 
 
$
71

 
$
127



22


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

We 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 intercompany loans and interest and the corresponding mark-to-market adjustment on derivatives are recorded in earnings. The table below represents the mark-to-market adjustments of non-designated derivative instruments. All outstanding contracts at March 31, 2020 mature within 12 months.
 
 
 
 
Three Months Ended March 31,
 
 
 
 
Derivative Gain (Loss) Recognized in Earnings
Derivatives Instrument
 
Location of Derivative Gain (Loss)
 
2020
 
2019
Foreign exchange contracts
 
Selling, general and administrative expense
 
$
(4,867
)
 
$
5,269



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. The fair value of our debt is estimated based on recently executed transactions and market price quotations. The inputs used to determine the fair value of our debt were classified as Level 2 in the fair value hierarchy.
The carrying value and estimated fair value of our debt was as follows:
 
March 31, 2020
 
December 31, 2019
Carrying value
$
2,629,962

 
$
2,739,722

Fair value
$
1,967,357

 
$
2,572,794



10. Restructuring Charges
Activity in our restructuring reserves was as follows:
 
Severance and benefits costs
 
Other exit
costs
 
Total
Balance at January 1, 2020
$
11,937

 
$
69

 
$
12,006

Expenses, net
2,979

 
75

 
3,054

Cash payments
(5,933
)
 
(114
)
 
(6,047
)
Balance at March 31, 2020
$
8,983

 
$
30

 
$
9,013

 
 
 
 
 
 
Balance at January 1, 2019
$
13,641

 
$
1,808

 
$
15,449

Expenses, net
3,432

 
268

 
3,700

Cash payments
(7,293
)
 
(953
)
 
(8,246
)
Balance at March 31, 2019
$
9,780

 
$
1,123

 
$
10,903


The majority of the remaining restructuring reserves are expected to be paid over the next 12 to 24 months.

23


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

11. Debt
Total debt consisted of the following:


Interest rate
 
March 31, 2020
 
December 31, 2019
Notes due October 2021
4.125%
 
$
172,456

 
$
600,000

Notes due May 2022
4.625%
 
150,000

 
400,000

Notes due April 2023
5.20%
 
275,000

 
400,000

Notes due March 2024
4.625%
 
375,000

 
500,000

Notes due January 2037
5.25%
 
35,841

 
35,841

Notes due March 2043
6.70%
 
425,000

 
425,000

Term loan due November 2024
Variable
 
395,000

 
400,000

Term loan due January 2025
Variable
 
850,000

 

Other debt
 
 
5,051

 
5,108

Principal amount
 
 
2,683,348

 
2,765,949

Less: unamortized costs, net
 
 
53,386

 
26,227

Total debt
 
 
2,629,962

 
2,739,722

Less: current portion long-term debt
 
 
62,952

 
20,108

Long-term debt
 
 
$
2,567,010

 
$
2,719,614



Interest rates on certain notes are subject to adjustment based on changes in our credit ratings.
In February 2020, we secured a five-year $850 million term loan scheduled to mature January 2025 (the 2025 Term Loan). The 2025 Term Loan bears interest at LIBOR plus 5.5% and resets monthly.
In March 2020, we purchased under a tender offer $428 million of the October 2021 notes, $250 million of the May 2022 notes, $125 million of the April 2023 notes and $125 million of the March 2024 notes. A $37 million loss was incurred on the early redemption of debt and is recorded in other expense. During the first quarter of 2020, we repaid $5 million of principal related to our term loans.
We have a $500 million secured revolving credit facility that expires in November 2024 and contains financial and non-financial covenants. Through March 31, 2020 we had not drawn upon the credit facility; however in light of the current macroeconomic environment, we drew down $100 million under the credit facility as a precautionary measure in April. At March 31, 2020, we were in compliance with all covenants.

24


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

12. Pensions and Other Benefit Programs
The components of net periodic benefit cost (income) were as follows:
 
Defined Benefit Pension Plans
 
Nonpension Postretirement Benefit Plans
 
United States
 
Foreign
 
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
March 31,
 
March 31,
 
March 31,
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
Service cost
$
26

 
$
21

 
$
399

 
$
384

 
$
217

 
$
255

Interest cost
13,179

 
15,878

 
3,518

 
4,488

 
1,245

 
1,654

Expected return on plan assets
(21,304
)
 
(23,179
)
 
(8,208
)
 
(8,764
)
 

 

Amortization of transition credit

 

 
(1
)
 
(2
)
 

 

Amortization of prior service (credit) cost
(15
)
 
(15
)
 
61

 
63

 
93

 
80

Amortization of net actuarial loss
8,198

 
7,036

 
2,059

 
1,612

 
736

 
511

Settlement
389

 

 

 

 

 

Net periodic benefit cost (income)
$
473

 
$
(259
)
 
$
(2,172
)
 
$
(2,219
)
 
$
2,291

 
$
2,500

Contributions to benefit plans
$
1,929

 
$
1,628

 
$
7,988

 
$
8,210

 
$
4,455

 
$
4,756



13. Income Taxes
The effective tax rate for the three months ended March 31, 2020 and 2019 was 4.4% and 148.2%, respectively. The effective tax rate for the three months ended March 31, 2020 includes a benefit of $2 million on the $198 million goodwill impairment charge as the majority of this charge is nondeductible. The effective tax rate also includes a benefit of $2 million from the resolution of certain tax examinations and a charge of $3 million for the write-off of deferred tax assets associated with the expiration of out-of-money vested stock options and the vesting of restricted stock.
The effective tax rate for the three months ended March 31, 2019 includes a $2 million tax on the $18 million book loss incurred from Market Exits, primarily due to nondeductible basis differences. The effective tax rate for the three months ended March 31, 2019 also includes a benefit of $2 million from the resolution of certain tax examinations and a charge of $2 million for the write-off of deferred tax assets associated with the expiration of out-of-money vested stock options and the vesting of restricted stock.
As is the case with other large corporations, our tax returns are examined by tax authorities in the U.S. and other global taxing jurisdictions in which we have operations. As a result, it is reasonably possible that the amount of unrecognized tax benefits will decrease in the next 12 months, and this decrease could be up to 10% of our unrecognized tax benefits.
The Internal Revenue Service examinations of our consolidated U.S. income tax returns for tax years prior to 2017 are closed to audit; however, various post-2011 U.S. state and local tax returns are still subject to examination. In Canada, the examination of our tax filings prior to 2015 are closed to audit. Other significant jurisdictions include France (closed through 2016), Germany (closed through 2016) and the U.K. (except for an item under appeal, closed through 2017). We also have other less significant tax filings currently subject to examination.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was passed into law in response to market volatility and instability resulting from COVID-19. The CARES Act includes provisions relating to the deferment of the employer portion of certain payroll taxes, refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds and modifications to the net interest deduction limitations. We are currently assessing the impact on our consolidated financial statements, but do not expect it to be material.


25


PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

14. Commitments and Contingencies
In the ordinary course of business, we are routinely defendants in, or party to, a number of pending and threatened legal actions. These may involve litigation by or against us relating 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 employees, customers or others. In management's opinion, the potential liability, if any, that may result from these actions, either individually or collectively, is not reasonably expected to have a material effect on our financial position, results of operations or cash flows as of March 31, 2020. However, as litigation is inherently unpredictable, there can be no assurances in this regard.
In December 2018 and then in February 2019, certain of the Company’s officers and directors were named as defendants in two virtually identical derivative actions purportedly brought on behalf of the Company, Clem v. Lautenbach et al. and Devolin v. Lautenbach et al. These two actions, both filed by the same counsel in Connecticut state court, allege, among other things, breaches of fiduciary duty relating to these same disclosures, and seek compensatory damages and other relief derivatively for the benefit of the Company. Both of these are derivative claims related to a prior action filed in Connecticut state court, City of Livonia Retiree Health and Disability Benefits Plan v. Pitney Bowes Inc. et al. (“Livonia”). On October 24, 2019, the court had granted the defendants’ motions to dismiss the Livonia case, and that judgment is now final. Given that the defendants prevailed in the Livonia action, the plaintiffs in the Clem and Devolin actions moved to withdraw their complaints, and on February 20, 2020 the court granted the motions. Both cases have now been dismissed.

15. Stockholders’ Equity

Changes in stockholders’ equity were as follows:
 
Common stock
 
Additional paid-in capital
 
Retained earnings
 
Accumulated other comprehensive loss
 
Treasury stock
 
Total equity
Balance at January 1, 2020
$
323,338

 
$
98,748

 
$
5,438,930

 
$
(840,143
)
 
$
(4,734,777
)
 
$
286,096

Cumulative effect of accounting change

 

 
(21,900
)
 

 

 
(21,900
)
Net loss

 

 
(208,483
)
 

 

 
(208,483
)
Other comprehensive loss

 

 

 
(17,731
)
 

 
(17,731
)
Dividends paid ($0.05 per common share)

 

 
(8,523
)
 

 

 
(8,523
)
Issuance of common stock

 
(30,716
)
 

 

 
29,166

 
(1,550
)
Stock-based compensation expense

 
1,521

 

 

 

 
1,521

Balance at March 31, 2020
$
323,338

 
$
69,553

 
$
5,200,024

 
$
(857,874
)
 
$
(4,705,611
)
 
$
29,430


 
Preferred
stock
 
Preference
stock
 
Common stock
 
Additional paid-in capital
 
Retained earnings
 
Accumulated other comprehensive loss
 
Treasury stock
 
Total equity
Balance at January 1, 2019
$
1

 
$
396

 
$
323,338

 
$
121,475

 
$
5,279,682

 
$
(948,961
)
 
$
(4,674,089
)
 
$
101,842

Net loss

 

 

 

 
(2,659
)
 

 

 
(2,659
)
Other comprehensive income

 

 

 

 

 
30,983

 

 
30,983

Dividends paid ($0.05 per common share)

 

 

 

 
(9,408
)
 

 

 
(9,408
)
Issuance of common stock

 

 

 
(18,925
)
 

 

 
16,975

 
(1,950
)
Conversion to common stock

 
(8
)
 

 
(168
)
 

 

 
176

 

Stock-based compensation expense

 

 

 
6,784

 

 

 

 
6,784

Repurchase of common stock

 

 

 

 

 

 
(39,142
)
 
(39,142
)
Balance at March 31, 2019
$
1

 
$
388

 
$
323,338

 
$
109,166

 
$
5,267,615

 
$
(917,978
)
 
$
(4,696,080
)
 
$
86,450


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


26


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:
 
Amount Reclassified from AOCI (1)
 
Three Months Ended March 31,
 
2020
 
2019
Gains on cash flow hedges
 
 
 
Revenue
$
61

 
$
111

Cost of sales
10

 
16

Total before tax
71

 
127

Income tax provision
17

 
32

Net of tax
$
54

 
$
95

 
 
 
 
Gains (losses) on available for sale securities
 
 
 
Interest expense, net
$
284

 
$
(23
)
Income tax provision (benefit)
71

 
(6
)
Net of tax
$
213

 
$
(17
)
 
 
 
 
Pension and Postretirement Benefit Plans (2)
 
 
 
Transition credit
$
1

 
$
2

Prior service costs
(139
)
 
(128
)
Actuarial losses
(10,993
)
 
(9,159
)
Settlement
(389
)
 

Total before tax
(11,520
)
 
(9,285
)
Income tax benefit
(2,650
)
 
(2,649
)
Net of tax
$
(8,870
)
 
$
(6,636
)
(1)  
Amounts in parentheses indicate reductions to income and increases to other comprehensive loss.
(2)  
Reclassified from AOCL into other components of net pension and postretirement income (see Note 12 for additional details).

Changes in AOCL were as follows:
 
Cash flow hedges
 
Available for sale securities
 
Pension and postretirement benefit plans
 
Foreign currency adjustments
 
Total
Balance at January 1, 2020
$
337

 
$
2,849

 
$
(819,018
)
 
$
(24,311
)
 
$
(840,143
)
Other comprehensive (loss) income before reclassifications (1)
(120
)
 
1,521

 

 
(27,735
)
 
(26,334
)
Reclassifications into earnings (1), (2)
(54
)
 
(213
)
 
8,870

 

 
8,603

Net other comprehensive (loss) income
(174
)
 
1,308

 
8,870

 
(27,735
)
 
(17,731
)
Balance at March 31, 2020
$
163

 
$
4,157

 
$
(810,148
)
 
$
(52,046
)
 
$
(857,874
)

 
Cash flow hedges
 
Available for sale securities
 
Pension and postretirement benefit plans
 
Foreign currency adjustments
 
Total
Balance at January 1, 2019
$
191

 
$
(3,061
)
 
$
(846,461
)
 
$
(99,630
)
 
$
(948,961
)
Other comprehensive income before reclassifications (1)
258

 
2,799

 

 
21,368

 
24,425

Reclassifications into earnings (1), (2)
(95
)
 
17

 
6,636

 

 
6,558

Net other comprehensive income
163

 
2,816

 
6,636

 
21,368

 
30,983

Balance at March 31, 2019
$
354

 
$
(245
)
 
$
(839,825
)
 
$
(78,262
)
 
$
(917,978
)
(1)     Amounts are net of tax. Amounts in parentheses indicate debits to AOCL.
(2)     See table above for additional details of these reclassifications.

27




Item 2: Management’s Discussion and Analysis of Financial 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 want to 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. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, and actual results could differ materially. Words such as "estimate," "target," "project," "plan," "believe," "expect," "anticipate," "intend" 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, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.
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 any of our forward-looking statements. Our future financial condition and results of operations, as well as any 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. In particular, the uncertainty around the severity, magnitude and duration of the COVID-19 pandemic (COVID-19), including governments' responses to COVID-19, its continuing impact on our operations, employees, global supply chain and consumer demand across our and our clients' businesses as well as any deterioration or instability in global macroeconomic conditions, could cause our actual results to differ than those expressed in any forward-looking statement. Other factors which could cause future financial performance to differ materially from the expectations, and which may also be exacerbated by COVID-19 or a negative change in the economy, include, without limitation:
declining physical mail volumes
changes in postal regulations, or the financial health of posts, in the U.S. or other major markets or the loss of, or significant changes to, our contractual relationship with the United States Postal Service (USPS)
our ability to continue to grow volumes, gain additional economies of scale and improve profitability within our Commerce Services group
the loss of some of our larger clients in our Commerce Services group
our success at managing customer credit risk
third-party suppliers' ability to provide products and services required by our clients
changes in labor conditions and transportation costs
capital market disruptions or credit rating downgrades that adversely impact our ability to access capital markets at reasonable costs
a breach of security, including a future cyber-attack or other comparable event
our success in developing and marketing new products and services and obtaining regulatory approvals, if required
competitive factors, including pricing pressures, technological developments and the introduction of new products and services by competitors
expenses and potential impact on client relationships resulting from the October 2019 ransomware attack that affected the Company's operations
the continued availability and security of key information technology systems and the cost to comply with information security requirements and privacy laws
changes in global political conditions and international trade policies, including the imposition or expansion of trade tariffs
our success at managing relationships and costs with outsource providers of certain functions and operations
changes in banking regulations or the loss of our Industrial Bank charter or changes in foreign currency exchange rates and interest rates
the United Kingdom's recent exit from the European Union
intellectual property infringement claims
the use of the postal system for transmitting harmful biological agents, illegal substances or other terrorist attacks
acts of nature
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 2019 Annual Report, as supplemented by Part II, Item 1A in the Quarterly Report on Form 10-Q.

28




Overview
Financial Results Summary - Three Months Ended March 31:
 
Revenue
 
Three Months Ended March 31,
 
2020
 
2019
 
Actual % change
 
Constant Currency % Change
Business services
$
444,379

 
$
406,545

 
9
 %
 
9
 %
Support services
122,015

 
128,599

 
(5
)%
 
(5
)%
Financing
89,078

 
97,043

 
(8
)%
 
(8
)%
Equipment sales
76,273

 
89,787

 
(15
)%
 
(15
)%
Supplies
45,709

 
50,953

 
(10
)%
 
(10
)%
Rentals
18,814

 
22,157

 
(15
)%
 
(14
)%
Total revenue
$
796,268

 
$
795,084

 
 %
 
 %
 
Revenue
 
Three Months Ended March 31,
 
2020
 
2019
 
Actual % change
 
Constant currency % change
Global Ecommerce
$
292,323

 
$
266,254

 
10
 %
 
10
 %
Presort Services
140,720

 
134,847

 
4
 %
 
4
 %
Commerce Services
433,043

 
401,101

 
8
 %
 
8
 %
SendTech Solutions
363,225

 
393,983

 
(8
)%
 
(7
)%
Total
$
796,268

 
$
795,084

 
 %
 
 %
 
EBIT
 
Three Months Ended March 31,
 
2020
 
2019
 
% change
Global Ecommerce
$
(29,475
)
 
$
(14,600
)
 
>(100%)

Presort Services
15,695

 
15,066

 
4
 %
Commerce Services
(13,780
)
 
466

 
>(100%)

SendTech Solutions
106,562

 
122,403

 
(13
)%
Total Segment EBIT
$
92,782

 
$
122,869

 
(24
)%

Revenue for the quarter was $796 million and flat compared to the prior year. Business services revenue for the quarter increased over the prior year, but was offset by declines in other revenue line items. Commerce Services revenue grew 8% as Global Ecommerce revenue increased 10% due to increased volumes and Presort revenue increased 4% primarily due to volume growth driven by acquisitions. These revenue increases were offset by a decline in SendTech Solutions revenue of 8%. Segment EBIT decreased 24% primarily due to the mix of business in Global Ecommerce and lower revenue in SendTech Solutions. Refer to Results of Operations section for further information.
The global spread of COVID-19 and the efforts to contain it have negatively impacted the U.S. and international economies, decreased demand for a broad variety of goods and services, created disruptions and shortages in global supply chains and caused significant volatility in financial markets. Businesses engaged in mailing and shipping have been designated as an essential service. Accordingly, our facilities continue to operate and many of our employees continue to report to work at these facilities. We have taken additional measures to protect the health and safety of our employees, contractors and the communities in which we operate. Within our facilities, we are enforcing social distancing and sanitizing equipment and facilities multiple times a day.
COVID-19 impacted our first quarter financial results in different ways in each of our businesses. In our SendTech Solutions operations, the global shut-down of businesses and increase in the number of clients working remotely significantly impacted our ability to contact and service clients and perform on-site installations. Through the end of February, global shipments were down slightly from the prior year. In March, global shipments declined significantly due to COVID-19, resulting in a significant decrease in equipment sales revenue

29




compared to the prior year. In Global Ecommerce, we experienced low double-digit revenue growth through February; however, that growth rate declined to mid-single-digits in the month of March. The impact on Presort Services revenue was minimal in the quarter partly due to the timing of volumes already scheduled to be processed; however, we began to experience declines in mail volumes in late March. Commerce Services margins were impacted by lower productivity due to social distancing and higher costs related to sanitizing the equipment and facilities.
During the quarter, we secured a new five-year $850 million term loan scheduled to mature in January 2025. The net proceeds from the term loan along with existing cash were used to purchase under a tender offer $928 million in principal of certain notes scheduled to mature between 2021 and 2024. We recognized in other expense a loss of $37 million from the early extinguishment of debt.
During the first quarter of 2020, our Global Ecommerce reporting unit experienced weaker than expected performance, in part due to the macroeconomic conditions resulting from COVID-19, and we recorded a non-cash, pre-tax goodwill impairment charge of $198 million. See Critical Accounting Estimates for further details.

Effective January 1, 2020, we adopted the new accounting standard for credit losses. The new standard requires companies to consider, among other factors, current and future economic factors. As a result of the current economic recessionary conditions and outlook caused by COVID-19, we recorded an additional $11 million credit loss provision.
During the quarter, we received an advance of $4 million against our insurance claim related to the October 2019 ransomware attack that temporarily disrupted customer access to some services. These proceeds were recognized as income within other expense.

Outlook
COVID-19 and the resulting significantly weaker global economic conditions have negatively impacted our results of operations and are expected to continue to impact our business, results of operations, cash flows and liquidity; however, the severity and duration of this pandemic is uncertain. Accordingly, we are not able to reasonably estimate the full extent of the impact on our operating results, cash flows or financial position for the remainder of the year. From the onset of COVID-19, we have taken, and will continue to take, proactive steps to protect the health and safety of our employees, clients, partners and suppliers. We have business continuity plans in place that are designed to address various threats and vulnerabilities, including a response to pandemics. Employees worldwide that have the ability to work remotely are doing so and will continue to do so until it is no longer required by government authorities. We have also implemented travel restrictions as appropriate. Within our facilities, we are enforcing social distancing and sanitizing equipment and facilities multiple times a day, including during and between shifts. We will continue to incur additional expenses in connection with our response to COVID-19, including costs related to the cleaning of equipment and facilities and redirecting mail and parcels to different facilities within our network. The distancing and safety measures we are taking will also affect productivity in our facilities.
Our Commerce Services businesses are more demand-driven and it is difficult to predict how demand and volumes will trend and the impact to productivity throughout the duration of COVID-19. Within Global Ecommerce, the mix of our business is resulting in varying impacts on demand. Early in the second quarter, we are seeing volume growth in domestic delivery and fulfillment as well as digital volumes. We are experiencing declines in cross-border volumes and expect the business to be further impacted by higher transportation costs due to the restrictions on international shipments. In Presort Services, approximately 80% of mail volumes processed are First Class Mail with the remaining 20% primarily Marketing Mail. There were declines in mail volumes from the onset of COVID-19 as clients reacted to market demand and looked to reduce costs. We expect lower volumes of First Class and Marketing Mail, with a more significant decrease in Marketing Mail volumes; however, we cannot predict the duration and magnitude of these declines or determine when, or if, volumes will return to normal levels.
Within Global Ecommerce and Presort Services, we are consolidating facilities in certain markets to reduce costs and improve productivity. Productivity will be impacted throughout the COVID-19 crisis as we continue to enforce social distancing measures and follow safety guidelines.
Within SendTech Solutions, approximately two-thirds of revenue is recurring in nature and materially contributes to our cash flows. Nonrecurring revenues, primarily equipment sales and to a lesser extent, supplies, will be adversely impacted by COVID-19 due to declining demand and usage. We are unable to predict the duration and magnitude of these declines or determine when, or if, demand and usage will return to normal levels. We are also monitoring cash collections from our recurring revenue streams; however, at this point it is too early to determine the impact of any delinquency rates.
Before the onset of COVID-19 and the resulting economic decline, we had taken steps to reduce and refinance debt and improve liquidity that we believe will enable us to manage through the current economic downturn. We are taking further actions to manage cash flows and maintain liquidity, including, but not limited to, prioritizing our capital expenditures to essential and necessary investments and reducing targeted loan originations at Wheeler Financial. We estimate that these actions alone will benefit cash flows by approximately $85 million to $95 million. Refer to the Liquidity and Capital Resources section for further information.

30




RESULTS OF OPERATIONS
In our Results of Operations discussion, we present and discuss revenue and cost of revenue at the segment level since our revenue and related costs of revenue sources are predominantly specific to the segments. Operating and other expenses are presented and discussed on a consolidated basis as this basis provides a better understanding of the underlying drivers of change in these expense and cost line items or they are not allocated to a specific segment.
In our revenue discussion, we may refer to revenue growth on a constant currency basis. Constant currency measures exclude the impact of changes in currency exchange rates since the prior period under comparison. We believe that excluding the impacts of currency exchange rates provides 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. Where constant currency measures are not provided, the actual change and constant currency change are the same.  
Management measures segment profitability and performance using segment earnings before interest and taxes (EBIT). Segment EBIT is calculated by deducting from segment revenue the related costs and expenses attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges, asset impairment charges, goodwill impairment charges and other items not allocated to a particular business segment. Management believes that it provides investors a useful measure of operating performance and underlying trends of the business. 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 SEGMENT EBIT
Global Ecommerce
Global Ecommerce includes the revenue and related expenses from products and services that enable domestic and cross-border ecommerce transactions, including shipping, fulfillment and returns.
 
Revenue
 
Cost of Revenue
 
Gross Margin
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
2020
 
2019
 
Actual % change
 
Constant Currency % change
 
2020
 
2019
 
2020
 
2019
Business services
$
292,323

 
$
266,254

 
10
%
 
10
%
 
$
265,221

 
$
222,635

 
9.3
%
 
16.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment EBIT
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
 
 
2020
 
2019
 
Actual % change
 
 
 
 
 
 
 
 
 
 
Segment EBIT
$
(29,475
)
 
$
(14,600
)
 
>(100%)

 
 
 
 
 
 
 
 
 
 
Global Ecommerce revenue increased 10% in the first quarter of 2020 with higher delivery volumes contributing revenue growth of 9 percentage points and fulfillment services contributing revenue growth of 1 percentage point.
Gross margin decreased to 9.3% from 16.4% in the prior year primarily due to the continuing shift in the mix of business to lighter weight, lower margin services and reduced productivity driven by COVID-19.
Segment EBIT for the first quarter of 2020 was a loss of $29 million compared to a loss of $15 million in the prior year period. The higher loss was primarily driven by the shift in the mix of business to lighter weight, lower margin services, incremental costs associated with new facilities that opened during the fourth quarter of 2019 and lower labor productivity related to social distancing and safety measures taken in response to COVID-19.











31




Presort Services
Presort Services includes revenue and related expenses from sortation services to qualify large volumes of First Class Mail, Marketing Mail and Bound and Packet Mail (Marketing Mail Flats and Bound Printed Matter) for postal worksharing discounts.
 
Revenue
 
Cost of Revenue
 
Gross Margin
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
2020
 
2019
 
Actual % change
 
Constant Currency % change
 
2020
 
2019
 
2020
 
2019
Business services
$
140,720

 
$
134,847

 
4
%
 
4
%
 
$
105,238

 
$
101,962

 
25.2
%
 
24.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment EBIT
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
 
 
2020
 
2019
 
Actual % change
 
 
 
 
 
 
 
 
 
 
Segment EBIT
$
15,695

 
$
15,066

 
4
%
 
 
 
 
 
 
 
 
 
 
Presort Services revenue increased 4% in the first quarter of 2020. Acquisitions contributed a 3% increase while higher revenue per piece contributed a 1% increase. Volumes increased in the first quarter compared to prior year driven by higher First Class Mail, Marketing Mail Flats and Bound Printed Matter volumes from existing clients and from acquisitions, partially offset by lower Marketing Mail volumes, primarily driven by COVID-19.
Gross margin increased to 25.2% from 24.4% and EBIT increased $0.6 million, or 4%, in the first quarter of 2020. The improvement in gross margin was primarily due to ongoing productivity actions, which increased Segment EBIT by $3 million. Segment EBIT also improved $2 million due to lower bad debt expense but was adversely impacted by $4 million from unrealized losses on certain investment securities driven by market conditions.

SendTech Solutions
SendTech Solutions includes the revenue and related expenses from sending technology solutions for physical mailing, digital mailing and shipping, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats.
 
Revenue
 
Cost of Revenue
 
Gross Margin
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
2020
 
2019
 
Actual % change
 
Constant Currency % change
 
2020
 
2019
 
2020
 
2019
Business services
$
11,336

 
$
5,444

 
>100%

 
>100%

 
$
4,185

 
$
2,189

 
63.1
%
 
59.8
%
Support services
122,015

 
128,599

 
(5
)%
 
(5
)%
 
39,628

 
41,764

 
67.5
%
 
67.5
%
Financing
89,078

 
97,043

 
(8
)%
 
(8
)%
 
12,489

 
11,364

 
86.0
%
 
88.3
%
Equipment sales
76,273

 
89,787

 
(15
)%
 
(15
)%
 
57,348

 
63,407

 
24.8
%
 
29.4
%
Supplies
45,709

 
50,953

 
(10
)%
 
(10
)%
 
12,240

 
13,550

 
73.2
%
 
73.4
%
Rentals
18,814

 
22,157

 
(15
)%
 
(14
)%
 
6,378

 
9,715

 
66.1
%
 
56.2
%
Total revenue
$
363,225

 
$
393,983

 
(8
)%
 
(7
)%
 
$
132,268

 
$
141,989

 
63.6
%
 
64.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment EBIT
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
 
 
2020
 
2019
 
Actual % change
 
 
 
 
 
 
 
 
 
 
Segment EBIT
$
106,562

 
$
122,403

 
(13
)%
 
 
 
 
 
 
 
 
 
 




32




SendTech Solutions revenue decreased 8% as reported and 7% at constant currency in the first quarter of 2020 compared to the prior year. Equipment sales and supplies decreased 15% and 10%, respectively, as the outbreak of COVID-19 significantly impacted our ability to deliver equipment and supplies and perform on-site installations. Financing revenue decreased 8% primarily driven by a declining lease portfolio and lower late fees of $1 million. Support services revenue decreased 5% and rentals revenue decreased 14% at constant currency primarily driven by a declining meter population. Slightly offsetting these revenue declines, business services revenue increased $6 million primarily due to higher revenue from the SendPro Online product.
Gross margin remained relatively flat compared to the prior year. Equipment sales gross margin for the first quarter 2020 decreased 5 percentage points to 24.8%. Current year margins were adversely impacted approximately 11 percentage points due to changing mix of product sales and 3 percentage points due to higher engineering costs. Equipment sales margins in the prior year quarter were adversely impacted 10 percentage points due to a $9 million charge related to a SendPro C tablet replacement program. Rentals gross margin increased to 66.1% from 56.2% primarily due to a $2 million favorable inventory provision adjustment. Business services increased to 63.1% from 59.8%, primarily driven by lower costs.
We allocate a portion of our total cost of borrowing to financing interest expense. In computing financing interest expense, we assume an 8:1 debt to equity leverage ratio and apply our overall effective interest rate to the average outstanding finance receivables. The financing gross margin decreased to 86.0% from 88.3% compared to the prior year primarily due to a higher effective interest rate.
Segment EBIT decreased 13% in first quarter of 2020 compared to the prior year, primarily due to the decline in revenue and higher current year credit loss provisions of $10 million due to the current economic recessionary conditions and outlook caused by COVID-19, partially offset by lower expenses of $10 million from cost savings initiatives.

CONSOLIDATED OPERATING AND OTHER EXPENSES

Selling, general and administrative (SG&A)
SG&A expense of $249 million in the quarter decreased 5% compared to the prior period, primarily due to lower employee-related costs of $7 million, lower professional fees of $10 million due to contract renegotiations and lower marketing expenses of $2 million, partially offset by an increase in the provision for credit losses of $5 million driven in part by the adoption of a new accounting standard and the current economic recessionary conditions and outlook caused by COVID-19.

Research and development (R&D)
R&D expense decreased 4% or $0.5 million in the quarter primarily due to lower spending.

Restructuring charges
Restructuring charges for the each of the three months ended March 31, 2020 and 2019 were $4 million. See Note 10 to the Condensed Consolidated Financial Statements for further information.

Goodwill impairment
In the three months ended March 31, 2020, we recorded a non-cash pre-tax goodwill impairment charge of $198 million associated with our Global Ecommerce reporting unit. See Critical Accounting Estimates for further information.

Other expense, net
Other expense, net for the three months ended March 31, 2020 includes a $37 million loss on the early extinguishment of debt, partially offset by an advance of $4 million against our insurance claim related to the October 2019 ransomware attack. Other expense for the three months ended March 31, 2019 includes the loss on Market Exits of $18 million, primarily from the write-off of cumulative translation adjustments.

Income taxes
See Note 13 to the Condensed Consolidated Financial Statements for further information.

Discontinued Operations
Income from discontinued operations for the three months ended March 31, 2020 includes the gain on the sale of the Australia software business, which closed in January 2020. See Note 4 to the Condensed Consolidated Financial Statements for further information.


33




LIQUIDITY AND CAPITAL RESOURCES
We are a "Well-Known Seasoned Issuer" within the meaning of Rule 405 under the Securities Act, which allows us to issue debt securities, preferred stock, preference stock, common stock, purchase contracts, depositary shares, warrants and units in an expedited fashion.
At March 31, 2020, we had cash and cash equivalents and short-term investments of $730 million, of which $144 million was held by our foreign subsidiaries. Cash held by our foreign subsidiaries is generally used to support the liquidity needs of those subsidiaries. We believe that existing cash and investments, cash generated from operations and borrowing capacity under our $500 million revolving credit facility will be sufficient to support our current cash needs. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue and earnings, macroeconomic conditions, the length and severity of business disruptions caused by COVID-19, and our ability to take further cost-savings and cash conservation measures. At this time, based on our expected impact of COVID-19, we continue to believe we have the ability to fund our cash needs for the next 12 months. In April 2020, in light of the current macroeconomic environment, we drew down $100 million under the credit facility as a precautionary measure. At March 31, 2020, we were in compliance with all covenants. We continuously review our credit profile through published credit ratings and the credit default swap market. We also monitor the creditworthiness of those banks acting as derivative counterparties, depository banks or credit providers.

Cash Flow Summary
Changes in cash and cash equivalents were as follows:
 
2020
 
2019
 
Change
Net cash (used in) provided by operating activities
$
(66,284
)
 
$
69,728

 
$
(136,012
)
Net cash used in investing activities
(25,458
)
 
(34,887
)
 
9,429

Net cash used in financing activities
(159,596
)
 
(63,992
)
 
(95,604
)
Effect of exchange rate changes on cash and cash equivalents
(10,032
)
 
794

 
(10,826
)
Change in cash and cash equivalents
$
(261,370
)
 
$
(28,357
)
 
$
(233,013
)
Operating Activities
Cash used in operating activities in the first quarter of 2020 was $66 million compared to cash provided by operating activities of $70 million in the prior year. Cash flows from continuing operations decreased $97 million, primarily due to the timing of payments of accounts payable and interest and lower collections of accounts and finance receivables. Cash flows from discontinued operations declined due to taxes related to the gain on the sale of our Software Solutions business.
Investing Activities
Cash used in investing activities in the first quarter of 2020 of $25 million consisted primarily of capital expenditures. Cash used in investing activities in the first quarter of 2019 was $35 million, consisting primarily of capital expenditures of $28 million and a decline in customer deposits at the PB Bank of $23 million partially offset by net proceeds of $30 million from investment activities.
Financing Activities
In the first quarter of 2020, we entered into an $850 million term loan and received net proceeds of $817 million. We used these proceeds and available cash to purchase under a tender offer $928 million of certain of our senior notes scheduled to mature between 2021 and 2024. Cash used in financing activities also include payments of $33 million for premiums and fees associated with the tender offer, $9 million of dividend payments and $5 million of scheduled term loan repayments.
In the first quarter of 2019, cash used in financing activities included $39 million to repurchase 5.6 million shares of common stock, $9 million of dividends and $13 million to repay term loan debt.

Financings and Capitalization
Interest rates on certain notes are subject to adjustment based on changes in our credit ratings. In November 2019, Moody's and Standard and Poor's (S&P) lowered the credit rating of our unsecured notes. As a result, the interest rates on the October 2021 notes, May 2022 notes and April 2023 notes will increase 0.50% in the second quarter of 2020.
During the quarter, we secured a five-year $850 million term loan scheduled to mature January 2025 (the 2025 Term Loan). The 2025 Term Loan bears interest at LIBOR plus 5.5% and resets monthly. We used the net proceeds plus available cash to purchase under a tender offer $428 million of the October 2021 notes, $250 million of the May 2022 notes, $125 million of the April 2023 notes and $125 million of the March 2024 notes. We incurred a loss of a $37 million on the early redemption of debt.

34




Dividends and Share Repurchases
We paid dividends of $9 million in the quarter. Each quarter, our Board of Directors considers our recent and projected earnings and other capital needs and priorities in deciding whether to approve the payment, as well as the amount, of a dividend. There are no material restrictions on our ability to declare dividends. In light of COVID-19 and the current macroeconomic conditions, we expect to continue to pay a quarterly dividend; however, no assurances can be given.
We did not repurchase any shares of our common stock during the quarter and have remaining authorization to repurchase up to $16 million of our common shares.

Off-Balance Sheet Arrangements
At March 31, 2020, we had 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.

Critical Accounting Estimates
Goodwill impairment review
At December 31, 2019, the fair value of our Global Ecommerce business exceeded its carrying value by less than 20%. During the first quarter of 2020, our Global Ecommerce reporting unit experienced weaker than expected performance, in part due to the macroeconomic conditions resulting from the COVID-19 pandemic. Based on this, we engaged a third-party to assist in the determination of the fair value of the reporting unit.
The determination of fair value, and the resulting impairment charge, relied on internal projections developed using numerous estimates and assumptions and are inherently subject to significant uncertainties. These estimates and assumptions used included revenue growth, profitability, cash flows, capital spending and other available information. The determination of fair value also incorporated a risk-adjusted discount rate, terminal growth rates and other assumptions that market participants may use. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment charge and could result in an additional impairment charge to be recorded in the future. These estimates and assumptions are considered Level 3 inputs under the fair value hierarchy.
We determined that the reporting unit's estimated fair value was less than its carrying value and recorded a non-cash, pre-tax goodwill impairment charge of $198 million to reduce the carrying value of the Global Ecommerce reporting unit to its estimated fair value.
Regulatory Matters
There have been no significant changes to the regulatory matters disclosed in our 2019 Annual Report.

35




Item 3: Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the disclosures made in our 2019 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 Chief Executive Officer (CEO) and 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. 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. Further, we have not experienced any material impact to our internal controls over financial reporting given that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness
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 March 31, 2020.

36




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 our 2019 Annual Report. However, we are supplementing the risk factors described in Item 1A of our 2019 Annual Report with the following additional risk factor:
Our operations and financial performance are being affected, and will continue to be affected by the global coronavirus outbreak. The duration and severity of the COVID-19 crisis is unknown and constantly changing, and a prolonged duration of this crisis or a reoccurrence of COVID-19 or other similar virus in the future could have a significantly material effect on our operations, financial condition and liquidity
The COVID-19 pandemic is negatively impacting, and is expected to continue to negatively impact, our business, operations and financial performance. Given the unpredictability of the severity, magnitude and duration of the COVID-19 pandemic, including various governments’ responses to the pandemic, and its effect on the global economy, the ultimate impact of the pandemic on our business, operations and financial performance remains uncertain. There are many factors, not within our control, which could affect the pandemic’s ultimate outcome on our business and our ability to execute our business strategies and initiatives in the expected time frame. These include, but are not limited to: government, businesses and individuals’ actions in response to the pandemic; an acceleration of the decline on the use of physical mail; the impact of the pandemic on the global economy and economic activity; the changing spending habits of consumers and businesses; disruptions in global supply chains; and significant volatility and disruption of financial markets. A prolonged duration of this crisis or a reoccurrence of the COVID-19 pandemic could exacerbate the impact on our business, operations and financial performance. It is also uncertain the extent to which the COVID-19 will permanently affect aspects of the economy to the detriment of our business, including:

The dramatic acceleration in the decline of physical mail volume in the geographies in which we operate, which adversely affects both our Presort Services and SendTech Solutions businesses. We cannot yet assess the extent to which these declines in mail volumes, and resulting impact to our business, are permanent or temporary. Further detail on the risk of physical mail volume decline, including an acceleration of that decline, is described in the risk factor in our Annual Report on Form 10-K for the year ended December 31, 2019 (the 2019 Annual Report) relating to the “The Continuing Decline in the Volume of Physical Mail Delivered via Traditional Postal Services”.
The adverse effect that declines in physical mail are having on the financial health of posts around the world, especially that of the United States Postal Service. If these financial difficulties are not resolved, or if any resolution requires them to operate differently, price in a manner that hurts their competitiveness or reduces postal volume, or causes them to change their contractual relationships with their partners or vendors, these changes could have a material adverse effect on our business. Further detail on this risk is described in the risk factor in our 2019 Annual Report related to “Significant Disruptions to Postal Operations”.
Significant declines in the retail industry caused by the pandemic. Although our Global Ecommerce business has seen an increase in volume of packages in the short-term, should there be a long-term change in consumer sentiment or purchasing habits it could have a material effect on our retail clients, including some of our largest clients, which could have an adverse impact on our financial performance. Further detail on this risk is described in the risk factor in our 2019 Annual Report related to “Material Change in Consumer Sentiment or Spending Habits”.
The decline in frequency of long-distance airplane flights has increased the costs of, and therefore the demand for, products purchased in our Global Ecommerce service’s cross-border business.
The effect that social distancing rules and heightened security policies have inhibited, and will continue to inhibit, our ability to sell products and provide services to our clients, fulfill orders and install equipment on a timely basis and market to prospective new clients.
Increased costs and reduced labor productivity associated with the extended the safety protocols, including sanitizing facilities and equipment multiple times a day, implemented in our facilities and incremental costs that may be required to hire temporary labor or redirect volumes to other facilities.
We could experience an increase in delinquencies in collections and an increase in bankruptcies in our clients, which could affect our cash flow. Client requests for potential payment deferrals or other contract modifications could also reduce the profitability or ongoing cash flow from some of our current customers.

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Given the severity of the pandemic, the business continuity plans of our suppliers and third-party service providers, may not be sufficient to enable them to satisfy their obligations to us. If they are unable to satisfy these obligations, it could affect our ability to satisfy service or sales obligations to our clients, or it may affect other aspects of our internal operations. Further detail on this risk is described in the risk factor in our 2019 Annual Report related to “Third-party Suppliers and Outsource Providers”.
A prolonged period of generating lower earnings or cash from operations could result in a credit rating downgrade, higher costs of borrowing, or limit our access to additional debt. Further detail on this risk is described in the risk factor in our 2019 Annual Report related to “Future Credit Rating Downgrades or Capital Market Disruptions”.

As the COVID-19 pandemic continues to adversely affect our business, operations and financial performance, it may also have the effect of heightening many of the other risks described in the risk factors in our 2019 Annual Report, including the risks described above. Further, the COVID-19 pandemic may also affect our business, operations and financial performance in a manner that is not presently known to us.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
We periodically repurchase shares of our common stock in the open market to manage the dilution created by shares issued under employee stock plans and for other purposes. We did not repurchase any shares during the quarter and maintain Board authorization to repurchase up to $16 million of our common stock.
 
 
 
 
 
 
 
 

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Item 6: Exhibits
Exhibit
Number
Description
 
Exhibit Number in this Form 10-Q
3(i)(a)
 
3(i)(a)
3
 
3
4.1
 
4.1
10.1*
 
10.1
31.1
 
31.1
31.2
 
31.2
32.1
 
32.1
32.2
 
32.2
101.SCH
Inline XBRL Taxonomy Extension Schema Document
 
 
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
 
 
101.DEF
Inline XBRL Taxonomy Definition Linkbase Document
 
 
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
 
 
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document
 
 
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL. (included as Exhibit 101).
 
 
* Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish
supplementally a copy of any omitted attachment to the SEC upon request.


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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:
May 4, 2020
 
 
 
 
 
 
/s/ Stanley J. Sutula III
 
 
 
 
 
Stanley J. Sutula III
 
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
 
 
 
 
/s/ Joseph R. Catapano
 
 
 
 
 
Joseph R. Catapano
 
 
Vice President, Chief Accounting Officer
 
 
(Principal Accounting Officer)


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