(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
, | |||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
DXC TECHNOLOGY COMPANY | |||
Dated: | August 6, 2020 | By: | /s/ Paul N. Saleh |
Name: | Paul N. Saleh | ||
Title: | Executive Vice President and Chief Financial Officer | ||
Moved on Business Wire | |
August 6, 2020 | |
• | Revenue in the first quarter was $4,502 million. |
• | Net loss was $199 million for the first quarter including $72 million in restructuring costs, $110 million in transaction and separation costs and $148 million in amortization of acquired intangibles. |
• | Non-GAAP net income was $59 million, excluding those special items. |
• | Diluted earnings per share was $(0.81) in the first quarter; non-GAAP diluted earnings per share was $0.21. |
• | Net cash provided by operating activities was $119 million in the first quarter. |
• | Adjusted free cash flow was $(28) million in the first quarter. |
• | GBS bookings for the quarter totaled $3.5 billion for a book-to-bill ratio of 1.6x. |
• | GBS revenue was $2,174 million in the quarter. GBS revenue increased 0.7% year-over-year, despite an unfavorable foreign currency exchange rate impact of 1.8%. |
• | In constant currency, GBS revenues increased 2.5% year-over-year and decreased 5.2% sequentially. |
• | GBS profit margin in the quarter was 9.9%, compared with 17.0% in the prior year, reflecting one-time accruals related to certain customer disputes and impact of prior terminations, price-downs and run-offs. |
• | GIS bookings for the quarter was $1.8 billion for a book-to-bill ratio of 0.8x. |
• | GIS revenue was $2,328 million in the quarter. GIS revenues decreased 14.8% year-over-year, including an unfavorable foreign currency exchange rate impact of 2.4%. |
• | In constant currency, GIS revenues decreased 12.4% year-over-year and decreased 6.1% sequentially. |
• | GIS profit margin in the quarter was 1.0%, compared with 12.4% in the prior year due to the impact of prior terminations, price-downs and run-offs as well as the timing of cost take out initiatives. |
• | EBIT and adjusted EBIT in the quarter were $(142) million and $190 million, respectively. EBIT and adjusted EBIT margins were (3.2)% and 4.2%, respectively. Adjusted EBIT margins in the quarter were better than anticipated, benefitting from accelerated cost optimization initiatives which helped offset accruals related to the resolution of certain prior customer disputes. |
• | Diluted EPS and non-GAAP diluted EPS were $(0.81) and $0.21, respectively, in the quarter. Non-GAAP diluted EPS was impacted by a higher than usual tax rate of 45% due to mix of income, a tax accrual related to final return to provision adjustment as well as valuation allowances in certain foreign jurisdiction. |
• | Net cash provided by operating activities was $119 million in the first quarter and adjusted free cash flow was $(28) million. Adjusted free cash flow reflects the timing of annual payments for software licenses and maintenance, and also a slight increase in working capital in the current COVID environment. |
Three Months Ended | ||||||||
(in millions, except per-share amounts) | June 30, 2020 | June 30, 2019 | ||||||
Revenues | $ | 4,502 | $ | 4,890 | ||||
Costs of services | 3,629 | 3,622 | ||||||
Selling, general and administrative | 539 | 507 | ||||||
Depreciation and amortization | 492 | 470 | ||||||
Restructuring costs | 72 | 142 | ||||||
Interest expense | 106 | 91 | ||||||
Interest income | (23 | ) | (30 | ) | ||||
Other income, net | (88 | ) | (118 | ) | ||||
Total costs and expenses | 4,727 | 4,684 | ||||||
(Loss) income before income taxes | (225 | ) | 206 | |||||
Income tax (benefit) expense | (26 | ) | 38 | |||||
Net (loss) income | (199 | ) | 168 | |||||
Less: net income attributable to non-controlling interest, net of tax | 6 | 5 | ||||||
Net (loss) income attributable to DXC common stockholders | $ | (205 | ) | $ | 163 | |||
(Loss) income per common share: | ||||||||
Basic | $ | (0.81 | ) | $ | 0.61 | |||
Diluted | $ | (0.81 | ) | $ | 0.61 | |||
Cash dividend per common share | $ | — | $ | 0.21 | ||||
Weighted average common shares outstanding for: | ||||||||
Basic EPS | 253.63 | 267.00 | ||||||
Diluted EPS | 253.63 | 268.97 | ||||||
As of | ||||||||
(in millions) | June 30, 2020 | March 31, 2020 | ||||||
Assets | ||||||||
Cash and cash equivalents | $ | 5,509 | $ | 3,679 | ||||
Receivables, net | 4,271 | 4,392 | ||||||
Prepaid expenses | 667 | 646 | ||||||
Other current assets | 261 | 270 | ||||||
Total current assets | 10,708 | 8,987 | ||||||
Intangible assets, net | 5,540 | 5,731 | ||||||
Operating right-of-use assets, net | 1,602 | 1,428 | ||||||
Goodwill | 2,057 | 2,017 | ||||||
Deferred income taxes, net | 285 | 265 | ||||||
Property and equipment, net | 3,503 | 3,547 | ||||||
Other assets | 4,199 | 4,031 | ||||||
Total Assets | $ | 27,894 | $ | 26,006 | ||||
Liabilities | ||||||||
Short-term debt and current maturities of long-term debt | $ | 1,682 | $ | 1,276 | ||||
Accounts payable | 1,522 | 1,598 | ||||||
Accrued payroll and related costs | 766 | 630 | ||||||
Current operating lease liabilities | 488 | 482 | ||||||
Accrued expenses and other current liabilities | 2,756 | 2,801 | ||||||
Deferred revenue and advance contract payments | 1,030 | 1,021 | ||||||
Income taxes payable | 81 | 87 | ||||||
Total current liabilities | 8,325 | 7,895 | ||||||
Long-term debt, net of current maturities | 10,334 | 8,672 | ||||||
Non-current deferred revenue | 733 | 735 | ||||||
Non-current operating lease liabilities | 1,208 | 1,063 | ||||||
Non-current income tax liabilities and deferred tax liabilities | 1,075 | 1,157 | ||||||
Other long-term liabilities | 1,277 | 1,355 | ||||||
Total Liabilities | 22,952 | 20,877 | ||||||
Total Equity | 4,942 | 5,129 | ||||||
Total Liabilities and Equity | $ | 27,894 | $ | 26,006 | ||||
Three Months Ended | ||||||||
(in millions) | June 30, 2020 | June 30, 2019 | ||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (199 | ) | $ | 168 | |||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 496 | 474 | ||||||
Operating right-of-use expense | 156 | 176 | ||||||
Pension & other post-employment benefits, actuarial & settlement losses | 2 | — | ||||||
Share-based compensation | 16 | 18 | ||||||
Loss (gain) on dispositions | 4 | (8 | ) | |||||
Provision for losses on accounts receivable | 35 | (4 | ) | |||||
Unrealized foreign currency exchange gain | (11 | ) | (14 | ) | ||||
Other non-cash charges, net | 7 | (1 | ) | |||||
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||||||||
Increase in assets | (100 | ) | (335 | ) | ||||
Decrease in operating lease liability | (156 | ) | (174 | ) | ||||
Decrease in other liabilities | (131 | ) | (366 | ) | ||||
Net cash provided by (used in) operating activities | 119 | (66 | ) | |||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (95 | ) | (105 | ) | ||||
Payments for transition and transformation contract costs | (82 | ) | (72 | ) | ||||
Short-term investing | — | (75 | ) | |||||
Software purchased and developed | (48 | ) | (63 | ) | ||||
Payments for acquisitions, net of cash acquired | (10 | ) | (1,911 | ) | ||||
Cash collections related to deferred purchase price receivable | 159 | 371 | ||||||
Proceeds from sale of assets | 6 | 21 | ||||||
Other investing activities, net | 9 | 12 | ||||||
Net cash used in investing activities | (61 | ) | (1,822 | ) | ||||
Cash flows from financing activities: | ||||||||
Borrowings of commercial paper | 748 | 1,401 | ||||||
Repayments of commercial paper | (317 | ) | (1,401 | ) | ||||
Borrowings under lines of credit | 2,500 | — | ||||||
Repayment of borrowings under lines of credit | (750 | ) | — | |||||
Borrowings on long-term debt, net of discount | 993 | 2,198 | ||||||
Principal payments on long-term debt | (1,084 | ) | (509 | ) | ||||
Payments on finance leases and borrowings for asset financing | (245 | ) | (210 | ) | ||||
Proceeds from stock options and other common stock transactions | — | 7 | ||||||
Taxes paid related to net share settlements of share-based compensation awards | (3 | ) | (12 | ) | ||||
Repurchase of common stock and advance payment for accelerated share repurchase | — | (500 | ) | |||||
Dividend payments | (53 | ) | (51 | ) | ||||
Other financing activities, net | (3 | ) | (36 | ) | ||||
Net cash provided by financing activities | 1,786 | 887 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (14 | ) | (30 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 1,830 | (1,031 | ) | |||||
Cash and cash equivalents at beginning of year | 3,679 | 2,899 | ||||||
Cash and cash equivalents at end of period | $ | 5,509 | $ | 1,868 | ||||
Segment Revenue | |||||||||||||
Three Months Ended | |||||||||||||
(in millions) | June 30, 2020 | June 30, 2019 | % Change | % Change in Constant Currency | |||||||||
Global Business Services | $ | 2,174 | $ | 2,159 | 0.7 | % | 2.5% | ||||||
Global Infrastructure Services | 2,328 | 2,731 | (14.8 | )% | (12.4)% | ||||||||
Total Revenues | $ | 4,502 | $ | 4,890 | (7.9 | )% | (5.9)% | ||||||
Segment Profit | ||||||||
Three Months Ended | ||||||||
(in millions) | June 30, 2020 | June 30, 2019 | ||||||
Profit | ||||||||
GBS profit | $ | 215 | $ | 366 | ||||
GIS profit | 23 | 340 | ||||||
All other loss | (48 | ) | (54 | ) | ||||
Interest income | 23 | 30 | ||||||
Interest expense | (106 | ) | (91 | ) | ||||
Restructuring costs | (72 | ) | (142 | ) | ||||
Transaction, separation and integration-related costs | (110 | ) | (105 | ) | ||||
Amortization of acquired intangible assets | (148 | ) | (138 | ) | ||||
Pension and OPEB actuarial and settlement losses | (2 | ) | — | |||||
(Loss) income before income taxes | $ | (225 | ) | $ | 206 | |||
Segment profit margins | ||||||||
GBS | 9.9 | % | 17.0 | % | ||||
GIS | 1.0 | % | 12.4 | % | ||||
• | Restructuring costs - reflects costs, net of reversals, related to workforce optimization and real estate charges. |
• | Transaction, separation and integration-related costs - reflects costs to execute on strategic alternatives, costs related to integration planning, financing and advisory fees associated with the HPES Merger and other acquisitions and costs related to the separation of USPS. |
• | Amortization of acquired intangible assets - reflects amortization of intangible assets acquired through business combinations. |
• | Pension and OPEB actuarial and settlement gains and losses - reflects pension and OPEB actuarial and settlement gains and losses. |
• | Income tax expense of non-GAAP adjustments is computed by applying the jurisdictional tax rate to the pre-tax adjustments on a jurisdictional basis. |
Three Months Ended | ||||||||
(in millions) | June 30, 2020 | June 30, 2019 | ||||||
Net (loss) income | $ | (199 | ) | $ | 168 | |||
Income tax (benefit) expense | (26 | ) | 38 | |||||
Interest income | (23 | ) | (30 | ) | ||||
Interest expense | 106 | 91 | ||||||
EBIT | (142 | ) | 267 | |||||
Restructuring costs | 72 | 142 | ||||||
Transaction, separation, and integration-related costs | 110 | 105 | ||||||
Amortization of acquired intangible assets | 148 | 138 | ||||||
Pension and OPEB actuarial and settlement losses | 2 | — | ||||||
Adjusted EBIT | $ | 190 | $ | 652 | ||||
Adjusted EBIT margin | 4.2 | % | 13.3 | % | ||||
EBIT margin | (3.2 | )% | 5.5 | % | ||||
(in millions) | Three Months Ended June 30, 2020 | |||
Net cash provided by operating activities | $ | 119 | ||
Net cash used in investing activities (1) | (61 | ) | ||
Acquisitions, net of cash acquired | 10 | |||
Payments on capital leases and other long-term asset financings | (245 | ) | ||
Payments on transaction, separation and integration-related costs | 88 | |||
Payments on restructuring costs | 61 | |||
Adjusted free cash flow | $ | (28 | ) | |
Three Months Ended June 30, 2020 | ||||||||||||||||||||||||
(in millions, except per-share amounts) | As Reported | Restructuring Costs | Transaction, Separation and Integration-Related Costs | Amortization of Acquired Intangible Assets | Pension and OPEB Actuarial and Settlement Losses | Non-GAAP Results | ||||||||||||||||||
Costs of services (excludes depreciation and amortization and restructuring costs) | $ | 3,629 | $ | — | $ | — | $ | — | $ | — | $ | 3,629 | ||||||||||||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs) | 539 | — | (110 | ) | — | — | 429 | |||||||||||||||||
(Loss) income before income taxes | (225 | ) | 72 | 110 | 148 | 2 | 107 | |||||||||||||||||
Income tax (benefit) expense | (26 | ) | 12 | 28 | 34 | — | 48 | |||||||||||||||||
Net (loss) income | (199 | ) | 60 | 82 | 114 | 2 | 59 | |||||||||||||||||
Less: net income attributable to non-controlling interest, net of tax | 6 | — | — | — | — | 6 | ||||||||||||||||||
Net (loss) income attributable to DXC common stockholders | $ | (205 | ) | $ | 60 | $ | 82 | $ | 114 | $ | 2 | $ | 53 | |||||||||||
Effective tax rate | 11.6 | % | 44.9 | % | ||||||||||||||||||||
Basic EPS | $ | (0.81 | ) | $ | 0.24 | $ | 0.32 | $ | 0.45 | $ | 0.01 | $ | 0.21 | |||||||||||
Diluted EPS | $ | (0.81 | ) | $ | 0.24 | $ | 0.32 | $ | 0.45 | $ | 0.01 | $ | 0.21 | |||||||||||
Weighted average common shares outstanding for: | ||||||||||||||||||||||||
Basic EPS | 253.63 | 253.63 | 253.63 | 253.63 | 253.63 | 253.63 | ||||||||||||||||||
Diluted EPS | 253.63 | 254.41 | 254.41 | 254.41 | 254.41 | 254.41 | ||||||||||||||||||
Three Months Ended June 30, 2019 | ||||||||||||||||||||
(in millions, except per-share amounts) | As Reported | Restructuring Costs | Transaction, Separation and Integration-Related Costs | Amortization of Acquired Intangible Assets | Non-GAAP Results | |||||||||||||||
Costs of services (excludes depreciation and amortization and restructuring costs) | $ | 3,622 | $ | — | $ | — | $ | — | $ | 3,622 | ||||||||||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs) | 507 | — | (105 | ) | — | 402 | ||||||||||||||
Income before income taxes | 206 | 142 | 105 | 138 | 591 | |||||||||||||||
Income tax expense | 38 | 28 | 22 | 31 | 119 | |||||||||||||||
Net income | 168 | 114 | 83 | 107 | 472 | |||||||||||||||
Less: net income attributable to non-controlling interest, net of tax | 5 | — | — | — | 5 | |||||||||||||||
Net income attributable to DXC common stockholders | $ | 163 | $ | 114 | $ | 83 | $ | 107 | $ | 467 | ||||||||||
Effective Tax Rate | 18.4 | % | 20.1 | % | ||||||||||||||||
Basic EPS | $ | 0.61 | $ | 0.43 | $ | 0.31 | $ | 0.40 | $ | 1.75 | ||||||||||
Diluted EPS | $ | 0.61 | $ | 0.42 | $ | 0.31 | $ | 0.40 | $ | 1.74 | ||||||||||
Weighted average common shares outstanding for: | ||||||||||||||||||||
Basic EPS | 267.00 | 267.00 | 267.00 | 267.00 | 267.00 | |||||||||||||||
Diluted EPS | 268.97 | 268.97 | 268.97 | 268.97 | 268.97 | |||||||||||||||