UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 10, 2017
CONDUENT INCORPORATED
(Exact name of registrant as specified in its charter)
New York | 001-37817 | 81-2983623 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
100 Campus Drive, Suite 200
Florham Park, New Jersey
07932
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (844) 663-2638
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2). ☐ 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2017, Registrant released its first quarter 2017 earnings and is furnishing to the Securities and Exchange Commission a copy of the earnings press release as Exhibit 99.1 to this Report under Item 2.02 of Form 8-K.
The information contained in Item 2.02 of this Report and in Exhibit 99.1 and Exhibit 99.2 to this Report shall not be deemed “filed” with the Commission for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Exhibit 99.1 and Exhibit 99.2 to this Report contain certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 and Exhibit 99.2 to this Report also contain the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, as well as the reasons why Registrant’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding Registrant’s results of operations and, to the extent material, a statement disclosing any other additional purposes for which Registrant’s management uses the non-GAAP financial measures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Registrant’s first quarter 2017 earnings press release dated May 10, 2017 | |
99.2 | Registrant’s investor presentation dated May 10, 2017 | |
Forward Looking Statements
This report and any exhibits to this Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect Management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to: termination rights contained in our government contracts; our ability to renew commercial and government contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our ability to attract and retain necessary technical personnel and qualified subcontractors; our ability to deliver on our contractual obligations properly and on time; competitive pressures; our significant indebtedness; changes in interest in outsourced business process services; our ability to obtain adequate pricing for our services and to improve our cost structure; claims of infringement of third-party intellectual property rights; the failure to comply with laws relating to individually identifiable information, and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of our security systems and service interruptions; our ability to estimate the scope of work or the costs of performance in our contracts; our ability to collect our receivables for unbilled services; a decline in revenues from or a loss or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to attract and retain key employees; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings; our ability to receive dividends or other payments from our subsidiaries; changes in tax and other laws and regulations; changes in government regulation and economic, strategic, political and social conditions; changes in U.S. GAAP or other applicable accounting policies; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and other sections in our 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Any forward-looking statements made by us in this report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.
Date: May 10, 2017
CONDUENT INCORPORATED | ||||
By: | /s/ Jay T. Chu | |||
Jay T. Chu | ||||
Vice President and Chief Accounting Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Registrant’s first quarter 2017 earnings press release dated May 10, 2017 | |
99.2 | Registrant’s investor presentation dated May 10, 2017 | |
EXHIBIT 99.1
News from Conduent
Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 |
www.Conduent.com |
Conduent Reports First Quarter 2017 Financial Results; Grows Adjusted EBITDA; Unveils Disciplined Go-to-Market Strategy
Financial and Operational Highlights
• | Revenue of $1.55B, in-line with expectations |
• | Year-over-year improvement on key financial metrics |
• | Continued progress on strategic transformation initiative |
• | Streamlining operations and go-to-market strategy |
• | Strategically re-priced Term Loan B |
• | Key signings and expanded relationship with global brands and government clients |
FLORHAM PARK, N.J., May 10, 2017 - Conduent (NYSE: CNDT), the world's largest provider of diversified business services, today announced its first quarter 2017 financial results.
“First quarter results were in line with our expectations, reflecting the seasonality of our business and the continued ramp of our strategic transformation initiative,” said Ashok Vemuri, CEO of Conduent. “We made meaningful progress on a number of fronts in our first quarter as a stand-alone public company, including completing the build out of the management team, realigning our vertical and horizontal offerings and launching a more disciplined and purposeful new go-to-market strategy. We continue to stay focused on growing profitable revenue streams and executing on a plan that positions us to achieve our goals in 2017 and beyond.”
EXHIBIT 99.1
First Quarter 2017 Results
First quarter 2017 revenues were $1.55 billion, down (8)%, or (7)% in constant currency, compared to Q1 2016. Pre-tax income was $(22) million compared to $(54) million in Q1 2016. The company reported EPS from continuing operations of $(0.06) versus $(0.12) in the same period last year.
First quarter adjusted operating income was $89 million, with an adjusted operating margin of 5.7% as compared to $71 million, with a margin of 4.2% in Q1 2016. Adjusted EBITDA improved 5% at $153 million, with an adjusted EBITDA margin of 9.9%, as compared with $146 million, with a margin of 8.7% in the prior year period. The company reported adjusted earnings per share of $0.16 compared to $0.22 in Q1 2016.
Conduent used $(106) million in cash flow from operations during the first quarter and ended the first quarter 2017 with a cash balance of $255 million. Total debt was $2.1 billion as of March 31, 2017.
Headcount of approximately 90,000 as of March 31, 2017 compared with approximately 96,000 as of March 31, 2016, and approximately 96,000 as of December 31, 2016.
Total TCV signings of $931M for 1Q included:
• | a five year agreement with a Fortune 100 multinational company to provide benefit administration services |
• | contracts with two state agencies focused on capabilities in customer experience and expertise in the Medicaid eligibility and benefits services, respectively |
• | a significant expansion of business with one of the largest global technology brands |
Financial and Strategic Outlook
Conduent is providing the following guidance ranges for calendar year 2017:
(in millions, except Revenue ($B) | FY 2016 | FY 2017E | ||||
Revenue | $ | 6.4 | Down 4.5-6.5% (CC) | |||
Adjusted EBITDA | $ | 635 | Up 5%-6% | |||
Free Cash Flow | $ | (81 | ) | 20-30% of Adj. EBITDA | ||
“We achieved adjusted operating income and adjusted EBITDA growth in the first quarter and improved our margin profile. We also re-priced our Term Loan B, reducing the interest rate by 150 basis points. We are rebalancing investments into the business, optimizing our portfolio and taking appropriate actions to align with our disciplined go-to-market strategy,” said Brian Webb-Walsh, Conduent CFO.
EXHIBIT 99.1
Conference Call
Management will present the results during a conference call and webcast on May 10th at 10 a.m. Eastern.
The call will be available by live audio webcast with the news release and online presentation slides at https://investor.conduent.com/.
The conference call will also be available by calling 877-883-0383 (international dial-in 412-902-6506) at approximately 9:45 a.m. ET. The conference ID for this call is 2356279.
A recording of the conference call will be available by calling 877-344-7529, or 412-317-0088 one hour after the conference call concludes on May 10, 2017. The replay ID is 10105786.
About Conduent
Conduent (NYSE: CNDT) is the world’s largest provider of diversified business services with leading capabilities in transaction processing, automation and analytics. The company’s global workforce is dedicated to helping its large and diverse client base deliver quality services to the people they serve. These clients include 76 of the Fortune 100 companies and over 500 government entities.
Conduent’s differentiated offerings touch millions of lives every day, including two-thirds of all insured patients in the U.S. and nearly nine million people who travel through toll systems daily. Whether it’s digital payments, claims processing, benefit administration, automated tolling, customer care or distributed learning - Conduent manages and modernizes these interactions to create value for both its clients and their constituents. Learn more at www.conduent.com.
EXHIBIT 99.1
Non-GAAP Measures
We have reported our financial results in accordance with U.S. generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using non-GAAP measures. We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with GAAP, to exclude the effects of certain items as well as their related tax effects. Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods' results against the corresponding prior periods' results. These non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results prepared in accordance with U.S. GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable U.S. GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decision. These non-GAAP measures are among the primarily factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. Refer to the "Non-GAAP Financial Measures" section attached to this release for a discussion of these non-GAAP measures and their reconciliation to the reported GAAP measures.
Forward Looking Statements
This report and any exhibits to this Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect Management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to: termination rights contained in our government contracts; our ability to renew commercial and government contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our ability to attract and retain necessary technical personnel and qualified subcontractors; our ability to deliver on our contractual obligations properly and on time; competitive pressures; our significant indebtedness; changes in interest in outsourced business process services; our ability to obtain adequate pricing for our services and to improve our cost structure; claims of infringement of third-party intellectual property rights; the failure to comply with laws relating to individually identifiable information, and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of our security systems and service
EXHIBIT 99.1
interruptions; our ability to estimate the scope of work or the costs of performance in our contracts; our ability to collect our receivables for unbilled services; a decline in revenues from or a loss or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to attract and retain key employees; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings; our ability to receive dividends or other payments from our subsidiaries; changes in tax and other laws and regulations; changes in government regulation and economic, strategic, political and social conditions; changes in U.S. GAAP or other applicable accounting policies; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and other sections in our 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Any forward-looking statements made by us in this report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
# # #
Media Contacts:
Karen Cleeve, Conduent, +1-973-526-7156, karen.cleeve@conduent.com
Sean Collins, Conduent, +1-310-497-9205, sean.collins2@conduent.com
Investor Contacts:
Alan Katz, Conduent, +1-973-526-7173, alan.katz@conduent.com
Tyler Scott, Conduent, +1-973-526-7171, tyler.scott@conduent.com
EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
Three Months Ended March 31, | ||||||||
(in millions, except per-share data) | 2017 | 2016 | ||||||
Revenues | ||||||||
Revenue | $ | 1,542 | $ | 1,673 | ||||
Related party | 11 | 12 | ||||||
Total Revenues | $ | 1,553 | $ | 1,685 | ||||
Costs and Expenses | ||||||||
Cost of service | $ | 1,287 | $ | 1,412 | ||||
Related party cost of services | 7 | 9 | ||||||
Research and development | 4 | 10 | ||||||
Selling, administrative and general | 169 | 183 | ||||||
Restructuring and related costs | 18 | 26 | ||||||
Amortization of intangible assets | 61 | 75 | ||||||
Interest expense | 36 | 1 | ||||||
Related party interest | — | 10 | ||||||
Separation costs | 5 | 3 | ||||||
Other (income) expenses, net | (12 | ) | 10 | |||||
Total Costs and Expenses | 1,575 | 1,739 | ||||||
Loss Before Income Taxes | (22 | ) | (54 | ) | ||||
Income tax benefit | (12 | ) | (31 | ) | ||||
Loss from Continuing Operations | (10 | ) | (23 | ) | ||||
Income from discontinued operations, net of tax | 4 | — | ||||||
Net Loss | $ | (6 | ) | $ | (23 | ) | ||
Basic Earnings (Loss) per Share: | ||||||||
Continuing operations | $ | (0.06 | ) | $ | (0.12 | ) | ||
Discontinued operations | 0.02 | — | ||||||
Total Basic Loss per Share | $ | (0.04 | ) | $ | (0.12 | ) | ||
Diluted Earnings (Loss) per Share: | ||||||||
Continuing operations | $ | (0.06 | ) | $ | (0.12 | ) | ||
Discontinued operations | 0.02 | — | ||||||
Total Diluted Loss per Share | $ | (0.04 | ) | $ | (0.12 | ) | ||
EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share data in thousands) | March 31, 2017 | December 31, 2016 | ||||||
Assets | ||||||||
Cash and cash equivalents | $ | 255 | $ | 390 | ||||
Accounts receivable, net | 1,408 | 1,286 | ||||||
Net receivable from former parent company | 41 | — | ||||||
Other current assets | 270 | 241 | ||||||
Total current assets | 1,974 | 1,917 | ||||||
Land, buildings and equipment, net | 276 | 283 | ||||||
Intangible assets, net | 1,083 | 1,144 | ||||||
Goodwill | 3,899 | 3,889 | ||||||
Other long-term assets | 462 | 476 | ||||||
Total Assets | $ | 7,694 | $ | 7,709 | ||||
Liabilities and Equity | ||||||||
Short-term debt and current portion of long-term debt | $ | 43 | $ | 28 | ||||
Accounts payable | 130 | 164 | ||||||
Accrued compensation and benefits costs | 257 | 269 | ||||||
Unearned income | 212 | 206 | ||||||
Net payable to former parent company | — | 124 | ||||||
Other current liabilities | 603 | 611 | ||||||
Total current liabilities | 1,245 | 1,402 | ||||||
Long-term debt | 2,072 | 1,913 | ||||||
Pension and other benefit liabilities | 172 | 172 | ||||||
Deferred taxes | 616 | 619 | ||||||
Other long-term liabilities | 148 | 173 | ||||||
Total Liabilities | 4,253 | 4,279 | ||||||
Series A Convertible Preferred Stock | 142 | 142 | ||||||
Common Stock | 2 | 2 | ||||||
Additional paid-in-capital | 3,816 | 3,812 | ||||||
Retained deficit | (8 | ) | — | |||||
Accumulated other comprehensive loss | (511 | ) | (526 | ) | ||||
Total Equity | 3,299 | 3,288 | ||||||
Total Liabilities and Equity | $ | 7,694 | $ | 7,709 | ||||
Shares of common stock issued and outstanding | 203,640 | 202,875 | ||||||
Shares of Series A convertible preferred stock issued and outstanding | 120 | 120 | ||||||
EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, | ||||||||
(in millions) | 2017 | 2016 | ||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (6 | ) | $ | (23 | ) | ||
Adjustments required to reconcile net loss to cash flows from operating activities: | ||||||||
Depreciation and amortization | 125 | 148 | ||||||
Provision for receivables | — | 2 | ||||||
Deferred tax (benefit) expense | (6 | ) | 5 | |||||
Gain on investments | (3 | ) | — | |||||
Amortization of debt financing costs | 2 | — | ||||||
Net gain on sales of businesses and assets | (7 | ) | — | |||||
Stock-based compensation | 6 | 4 | ||||||
Restructuring and related charges | 12 | 25 | ||||||
Payments for restructuring | (9 | ) | (7 | ) | ||||
Contributions to defined benefit pension plans | (2 | ) | (2 | ) | ||||
Increase in accounts receivable | (110 | ) | (141 | ) | ||||
Increase in other current and long-term assets | (33 | ) | (26 | ) | ||||
Decrease in accounts payable and accrued compensation | (49 | ) | (66 | ) | ||||
Decrease in other current and long-term liabilities | (17 | ) | (11 | ) | ||||
Net change in income tax assets and liabilities | (9 | ) | (25 | ) | ||||
Net cash used in operating activities | (106 | ) | (117 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cost of additions to land, buildings and equipment | (17 | ) | (30 | ) | ||||
Cost of additions to internal use software | (8 | ) | (9 | ) | ||||
Proceeds from sale of businesses, net of adjustments | — | (56 | ) | |||||
Net payments on related party notes receivable | — | (3 | ) | |||||
Other investing | — | 1 | ||||||
Net cash used in investing activities | (25 | ) | (97 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds on long term debt, net of issuance costs | 305 | 2 | ||||||
Payments on debt | (144 | ) | (6 | ) | ||||
Net proceeds on related party notes payable | — | 9 | ||||||
Net (payments) to, transfers from former parent | (161 | ) | 211 | |||||
Proceeds from exercise of stock options | 2 | — | ||||||
Dividends paid on preferred stock | (2 | ) | — | |||||
Other financing | (6 | ) | — | |||||
Net cash (used in) provided by financing activities | (6 | ) | 216 | |||||
Effect of exchange rate changes on cash and cash equivalents | 2 | 1 | ||||||
(Decrease) increase in cash and cash equivalents | (135 | ) | 3 | |||||
Cash and cash equivalents at beginning of period | 390 | 140 | ||||||
Cash and Cash Equivalents at End of Period | $ | 255 | $ | 143 | ||||
EXHIBIT 99.1
Non-GAAP Financial Measures
We have reported our financial results in accordance with U.S. GAAP. In addition, we have discussed our results using non-GAAP measures.
We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with GAAP, to exclude the effects of certain items as well as their related tax effects. Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods’ results against the corresponding prior periods’ results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with U.S. GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable U.S. GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures.
A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided below.
These reconciliations also include the income tax effects for our non-GAAP performance measures in total, to the extent applicable. The income tax effects are calculated under the same accounting principles as applied to our reported pre-tax performance measures under ASC 740, which employs an annual effective tax rate method. The noted income tax effect for our non-GAAP performance measures is effectively the difference in income taxes for reported and adjusted pre-tax income calculated under the annual effective tax rate method.
Adjusted Net Income (Loss) and Adjusted Earnings per Share and Adjusted Effective Tax Rate
We make adjustments to Income (Loss) before Income Taxes for the following items, for the purpose of calculating Adjusted Net Income (Loss), Adjusted Earnings per Share and Adjusted Effective Tax Rate:
• | Amortization of intangible assets. The amortization of intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry from period to period. |
• | Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program. |
• | Separation costs. Separation costs are expenses incurred in connection with the separation from Xerox Corporation into a separate, independent, publicly traded company. These costs primarily relate to third-party investment banking, accounting, legal, consulting and other similar types of services related to the separation transaction as well as costs associated with the operational separation of the two companies. |
• | Other (income) expenses, net. Other (income) expenses, net includes losses (gains) on sales of business and assets, currency (gains) losses, net, litigation matters and all other (income) expenses, net. |
• | NY Medicaid Management Information System (NY MMIS). Costs associated with the company not fully completing the State of New York Health Enterprise platform project. |
• | Health Enterprise (HE charge). Cost associated with not fully completing the Health Enterprise Medical platform implementation projects in California and Montana. |
Adjusted Costs and Expenses and Margin - Adjusted Operating Income
We make adjustments to Costs and Expenses and Margin for the following items, for the purpose of calculating Adjusted Operating Income:
• | Amortization of intangible assets. The amortization of intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry from period to period. |
• | Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program. |
• | Separation costs. Separation costs are expenses incurred in connection with the separation from Xerox Corporation into a separate, independent, publicly traded company. These costs primarily relate to third-party |
EXHIBIT 99.1
investment banking, accounting, legal, consulting and other similar types of services related to the separation transaction as well as costs associated with the operational separation of the two companies.
• | Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs. |
• | Related Party Interest. Interest payments to former parent. |
• | Other (income) expenses, net. Other (income) expenses, net includes losses (gains) on sales of business and assets, currency (gains) losses, net, litigation matters and all other (income) expenses, net. |
• | NY MMIS. Costs associated with the company not fully completing the State of New York Health Enterprise platform project. |
• | HE charge. Costs associated with not fully completing the Health Enterprise Medical platform implementation projects in California and Montana. |
Adjusted EBITDA
We use Adjusted EBITDA to provide additional information that is useful to understand the financial covenants contained in the Company's credit facility and indenture. We also use Adjusted EBITDA as an additional way of assessing certain aspects of our operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our core business. Adjusted EBITDA represents income (loss) before income taxes adjusted for the following items:
• | Amortization of intangible assets. The amortization of intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry from period to period. |
• | Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program. |
• | Separation costs. Separation costs are expenses incurred in connection with the separation from Xerox Corporation into a separate, independent, publicly traded company. These costs primarily relate to third-party investment banking, accounting, legal, consulting and other similar types of services related to the separation transaction as well as costs associated with the operational separation of the two companies. |
• | Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs. |
• | Related party interest. Interest payments to former parent. |
• | Other (income) expenses, net. Other (income) expenses, net includes losses (gains) on sales of business and assets, currency (gains) losses, net, litigation matters and all other (income) expenses, net. |
• | NY MMIS. Costs associated with the company not fully completing the State of New York Health Enterprise platform project. |
• | HE charge. Costs associated with not fully completing the Health Enterprise Medical platform implementation projects in California and Montana. |
Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performances and are not necessarily comparable to similarly-titled measures reported by other companies. Management cautions that amounts presented in accordance with Conduent's definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate Adjusted EBITDA in the same manner.
Constant Currency
To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. Dollars. We refer to this adjusted revenue as “constant currency.” Currency impact is the difference between actual growth rates and constant currency growth rates.
EXHIBIT 99.1
Net Income (Loss) and EPS Reconciliation:
Three Months Ended March 31, 2017 | Three Months Ended March 31, 2016 | |||||||||||||||
(in millions, except earnings per share) | Net Income (Loss) | EPS | Net Income (Loss) | EPS | ||||||||||||
Reported from Continuing operations | $ | (10 | ) | $ | (0.06 | ) | $ | (23 | ) | $ | (0.12 | ) | ||||
Adjustments: | ||||||||||||||||
Amortization of intangible assets | 61 | 75 | ||||||||||||||
NY MMIS | 8 | — | ||||||||||||||
Restructuring and related costs | 18 | 26 | ||||||||||||||
HE charge | (5 | ) | — | |||||||||||||
Separation costs | 5 | 3 | ||||||||||||||
Other (income) expenses, net | (12 | ) | 10 | |||||||||||||
Less: Income tax adjustments(1) | (30 | ) | (44 | ) | ||||||||||||
Adjusted | $ | 35 | $ | 0.16 | $ | 47 | $ | 0.22 | ||||||||
____________________________
(1) | Reflects the income tax (expense) benefit of the adjustments. Refer to Effective Tax Rate reconciliation below for details. |
Effective Tax Rate Reconciliation:
Three Months Ended March 31, 2017 | Three Months Ended March 31, 2016 | ||||||||||||||||||||
(in millions) | Pre-Tax Income (Loss) | Income Tax Expense (Benefit)(2) | Effective Tax Rate | Pre-Tax Income (Loss) | Income Tax Expense (Benefit)(2) | Effective Tax Rate | |||||||||||||||
Reported from continuing operations | $ | (22 | ) | $ | (12 | ) | 54.5 | % | $ | (54 | ) | $ | (31 | ) | 57.4 | % | |||||
Non-GAAP Adjustments(1) | 75 | 30 | 114 | 44 | |||||||||||||||||
Adjusted | $ | 53 | $ | 18 | 34.0 | % | $ | 60 | $ | 13 | 21.7 | % | |||||||||
____________________________
(1) | Refer to Net Income (Loss) reconciliation for details. |
(2) | The tax impact of Adjusted Pre-Tax Income (Loss) from continuing operations is calculated under the same accounting principles applied to the As Reported Pre-Tax Income under ASC 740, which employs an annual effective tax rate method to the results. |
Operating Income / Margin Reconciliation:
Three Months Ended March 31, 2017 | Three Months Ended March 31, 2016 | |||||||||||||||||||||
(in millions) | Profit (Loss) | Revenue | Margin | Profit (Loss) | Revenue | Margin | ||||||||||||||||
Reported Pre-tax Loss(1) | $ | (22 | ) | $ | 1,553 | (1.4 | )% | $ | (54 | ) | 1,685 | (3.2 | )% | |||||||||
Adjustments: | ||||||||||||||||||||||
Amortization of intangible assets | 61 | 75 | ||||||||||||||||||||
NY MMIS | 8 | — | ||||||||||||||||||||
Restructuring and related costs | 18 | 26 | ||||||||||||||||||||
HE charge | (5 | ) | — | |||||||||||||||||||
Separation costs | 5 | 3 | ||||||||||||||||||||
Interest(2) | 36 | 11 | ||||||||||||||||||||
Other (income) expenses, net | (12 | ) | 10 | |||||||||||||||||||
Adjusted Operating Income/Margin | $ | 89 | $ | 1,553 | 5.7 | % | $ | 71 | $ | 1,685 | 4.2 | % | ||||||||||
____________________________
(1) | Pre-Tax Loss and revenue from continuing operations. |
(2) | Includes related party interest of $0 million and $10 million in the three months ended March 31, 2017 and 2016, respectively. |
EXHIBIT 99.1
Adjusted EBITDA Reconciliation:
(in millions) | Three Months Ended March 31, 2017 | Three Months Ended March 31, 2016 | ||||||
Pre-tax loss as reported from continuing operations | $ | (22 | ) | $ | (54 | ) | ||
Depreciation | 31 | 32 | ||||||
Amortization | 94 | 118 | ||||||
Restructuring and related costs | 18 | 26 | ||||||
Separation costs | 5 | 3 | ||||||
Interest expense | 36 | 1 | ||||||
Related party interest | — | 10 | ||||||
NY MMIS | 8 | — | ||||||
HE charge | (5 | ) | — | |||||
Other (income) expenses, net | (12 | ) | 10 | |||||
Adjusted EBITDA | $ | 153 | $ | 146 | ||||
Adjusted EBITDA Margin | 9.9 | % | 8.7 | % | ||||
May 10, 2017
Conduent
Q1 2017 Earnings
Results
Forward-Looking Statements
This report contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates,
assumptions and projections about the business process outsourcing industry and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and
words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our
actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Important factors that could cause our
actual results to differ materially from those in our forward-looking statements include:
• government regulation, economic, strategic, political and social conditions;
• competitive pressures;
• changes in interest in outsourced business process services;
• our ability to obtain adequate pricing for our services and to improve our cost structure;
• the effects of any acquisitions, joint ventures and divestitures by us;
• our ability to attract and retain key employees;
• our ability to attract and retain necessary technical personnel and qualified subcontractors;
• termination right, audits and investigations associated with government contracts;
• a decline in revenues from or a loss or failure of significant clients;
• our ability to estimate the scope of work or the costs of performance in our contracts;
• the failure to comply with laws relating to individually identifiable information and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card
transactions;
• our ability to deliver on our contractual obligations properly and on time;
• our ability to renew commercial and government contracts awarded through competitive bidding processes;
• increases in the cost of telephone and data services or significant interruptions in such services;
• changes in tax and other laws and regulations;
• increased volatility or decreased liquidity in the capital markets, including any limitation on our ability to access the capital markets for debt securities, refinance our outstanding indebtedness or obtain bank financing on acceptable
terms;
• the impact of terrorist acts, hostilities, natural disasters (including extreme weather) and pandemic viruses;
• changes in foreign exchange rates;
• our lack of an operating history as an independent publicly traded company;
• changes in U.S. GAAP or other applicable accounting policies;
• and the other risks and uncertainties detailed in the section titled “Risk Factors”, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other
sections of our Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. Any forward-looking statements made by us in this presentation speak only as of the date on which they are made. We are under
no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
Non-GAAP Financial Measures
We have reported our financial results in accordance with U.S. generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using non-GAAP measures.
We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in
accordance with GAAP, to exclude the effects of certain items as well as their related tax effects. Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods’ results against the
corresponding prior periods’ results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with U.S. GAAP. Our non-GAAP financial measures
are not meant to be considered in isolation or as a substitute for comparable U.S. GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management
regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and
forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. Non-GAAP measures are footnoted, where applicable, in each slide herein.
Cautionary Statements
2
Q1 2017 Overview
• On target for continued adjusted EBITDA growth and margin improvement as guided on Q4 2016 call
• Strategically repriced Term Loan B
• Successfully stood up new company and most corporate functions in 90 days
• Streamlining operations and go-to-market strategy
• Focused on establishing "One Conduent" culture
• Strategic transformation remains on track
1 Constant currency based on foreign exchange rates as of the prior-year period
2 Please refer to Appendix for Non-GAAP reconciliations of adjusted operating income/margin, adjusted EBITDA/margin and adjusted EPS
$1,553M, down (8)% yr/yr
Constant currency1 down (7%) yr/yr
Adjusted2 operating margin 5.7%, up 150
bps yr/yr
GAAP EPS loss ($0.06)
Adjusted2 EPS $0.16
$153M, grew 5% yr/yr
Adjusted EBITDA margin 9.9%,
up 120 bps from Q1' 16
Revenue Profitability Adjusted2 EBITDA
Key Highlights
3
Segments & Operational Highlights
Commercial
• Revenue decline as expected, segment
margin up yr/yr
• Diversified book of business across
both verticals and service lines
• Leadership hires
• Focus on profitability and streamlining
4
% of total
Q1' 17
revenue
Public Sector
• Revenue decline as expected, segment
margin up yr/yr
• Differentiated technology platforms
• Operating in all 50 States
• Continued focus on key geographies
globally
Other
• Revenue run-off continues, offset by solid
progress on profitability improvement
• On track for break-even faster than initial
expectations
• Maintaining disciplined approach
Operational Highlights
• Sales refresh ongoing
• Transformation on track:
◦ Real-estate optimization well-underway
◦ IT rationalization and investment in
cutting edge technology; vendor
optimization
Bookings & Renewal Rate
Annual Recurring Revenue (ARR) Signings
• Positive momentum, up 11% yr/yr led by wins in Hi-
Tech, Industrial and Retail vertical
Non-Recurring Revenue (NRR) Signings
• Up 12% versus Q1 2016
Total Contract Value (TCV) Signings
• Total TCV down 37% yr/yr
• New Business: $530M reflects more disciplined and
purposeful sales approach
• Renewals: $401M reflects lower overall renewal
opportunities vs. Q1 2016
Renewal Rate1
• Reflects opportunities of acceptable margin and risk
• Continued focus on improving quality of revenue
• Strong account management and building deeper client
relationships
$931M 92%
$143M $92M
5
1Renewal rate is defined as the annual recurring revenue (ARR) on contracts that are renewed during the period as a percentage of ARR on all contracts for which a renewal decision was made
during the period (excluding contracts for which a strategic decision to not renew was made based on risk or profitability). See Appendix slide 18 for historical renewal rate.
Facets of Change
6
From To
1. Client Relationships Mile-wide, Inch deep Inch-wide, Mile Deep
2. Workplace and Culture Disparate Unified
3. Infrastructure Fragmented Integrated
4. Reputation and Brand Unknown Respected
5. Operations, Process, Information Diverse, Antiquated Modern, Cutting Edge
Financials
7
Q1 2017 Earnings
1Please refer to Appendix for Non-GAAP reconciliations of adjusted operating income/margin, adjusted EBITDA/margin, adjusted tax rate, adjusted net income and adjusted EPS
2Q1 2016 Interest expense include $10M in Related-party interest
Adjusted Operating margin 5.4%, up 60 bps from 2015
GAAP EPS ($4.85)
Adj. EPS $1.06
(in millions) Q1 2016 Q1 2017 B/(W)
Yr/Yr
Comments
Revenue $1,685 $1,553 ($132)
Decline given lower volumes, contract losses
and NY MMIS
Gross margin 15.7% 16.7% 100 bps
SAG 183 169 $14 Reflects strategic transformation efforts
Adjusted operating income1 71 89 $18
Adjusted operating margin1 4.2% 5.7% 150 bps
Adjusted EBITDA1 $146 $153 $7
Adjusted EBITDA margin1 8.7% 9.9% 120 bps
Amortization of intangible assets $75 $61 $14 Prior year write-off related to acquisition
Restructuring and related costs 26 18 8
Interest expense2 11 36 (25)
Separation costs 3 5 (2)
Other net expense (income) 10 (12) 22 Favorable litigation outcomes
Pretax loss ($54) ($22) $32
GAAP EPS loss from continuing operations ($0.12) ($0.06) $0.06
Adjusted net income1 $47 $35 ($12) Impacted by higher interest expense
Adjusted tax rate1 21.7% 34.0% (123 bps)
Adjusted EPS1 $0.22 $0.16 ($0.06)
Weighted avg. shares outstanding 203 203
Adjusted weighted average shares outstanding 211 206
8
Commercial Segment
($ in millions) Q1' 16 Q1' 17 Yr/Yr
Revenue $1,007 $923 (8%)
Segment Profit 26 29 12%
Segment Margin % 2.6% 3.1% 50 bps
Segment Highlights
• Revenue decline impacted by contract run-off and
lower volumes across the Healthcare Payer,
Comms & Media and Hi-Tech verticals
• Qtr/Qtr margin decline reflects normal seasonality
• Profitability improvement remains a strategic priority
Quarterly Revenue and Profit
Revenue in $M % Segment Margin
9
Revenue By Vertical (% of segment total)
Revenue By Service Line (% of segment total)
Segment
Profit $26 $35 $42 $48 $29
Note: Prior year period results have be adjusted to reflect new segment reporting as of Q1 2017
Revenue By Business (% of segment total)
Public Sector Segment
($ in millions) Q1' 16 Q1' 17 Yr/Yr
Revenue $571 $549 (4%)
Segment Profit 61 61 —%
Segment Profit Margin % 10.7% 11.1% 40 bps
Segment Highlights
• Revenue decline driven by State & Local and
Government Healthcare partially offset by growth in
Transportation
• Yr/Yr margin improvement reflects transformation
savings
10
Quarterly Revenue and Profit
Revenue in $M % Segment Margin
Segment
Profit $61 $78 $78 $76 $61
Note: Prior year period results have be adjusted to reflect new segment reporting as of Q1 2017
Other Segment
($ in millions) Q1' 16 Q1' 17 Yr/Yr
Revenue $107 $81 (24%)
Segment Loss1 (16) (1) NM
Segment Margin % (15.0%) (1.2%) 1,380 bps
Revenue in $M
Segment Highlights
• Improvement across both the Education business and
Health Enterprise driven by NY MMIS
• Expect quarterly variability given nature of the portfolio
• Solid progress to-date but still work to be done
11
Segment
loss1 ($16) ($36) ($23) ($12) ($1)
1Please refer to Appendix for Non-GAAP reconciliations of adjusted revenue and adjusted operating income/margin
Note: Prior year period results have be adjusted to reflect new segment reporting as of Q1 2017
Quarterly Revenue and Profit
Revenue By Vertical (% of segment total)
1
Strategic Transformation
($ in millions) Savings
FY 2017 Cumulative
Target ~$430
FY 2018 Cumulative
Target ~$700
Progress and Outlook
• Transformation program remains on track
• 2017 priorities include driving operational efficiency,
right-sizing our real-estate footprint and optimizing our
G&A spend
• Contract remediation a key opportunity as we remain
focused on quality over quantity
• Moving forward, will continue to balance reinvestment
and margin expansion to meet 2017 and long-term
financial goals
12
· Q1 2017 Commentary:
• Working capital use of ($209M) in-line normal
seasonality
• Capex ~1.5% of revenue but still expecting
~2.5% for full-year
• Cash from financing includes:
• Net debt increase of $174M
• Payment to Xerox of $161M
Cash Flow
(in millions) Q1 2016 Q1 2017
Net loss ($23 ) ($6 )
Depreciation & amortization 148 125
Goodwill impairment — —
Stock-based compensation 4 6
Restructuring payments (7 ) (9 )
Restructuring and related costs 25 12
Change for income tax assets and liabilities (25 ) (9 )
Change in net working capital (244 ) (209 )
Other1 5 (16 )
Operating Cash Flow ($117 ) ($106 )
Net purchase of LB&E2 and other (39 ) (25 )
Net proceeds from investments, net of adjustments (56 ) —
Net payments on related party notes receivable (3 ) —
Other investing 1 —
Investing Cash Flow ($97 ) ($25 )
Cash from Financing $216 ($6 )
Effect of exchange rates on cash and cash equivalents 1 2
Beginning cash and cash equivalents 140 390
Change in cash and cash equivalents 3 (135 )
Ending Cash and Cash Equivalents $143 $255
Memo: Free Cash Flow3 ($156 ) ($136 )
1Includes deferred tax expense, gain (loss) investments, amortization of financing costs, contributions to defined benefit pension plans, and Other operating, net
2Includes cost of additions to land, building and equipment (LB&E) and internal use software
3Free cash flow is defined as operating cash flow less cost of additions to land, building and equipment and internal use software as well as cost of capital lease initiations of $5M for Q1 2017.
13
12/31/2016 3/31/2017
Cash $390 $255
Total Debt1 1,941 2,115
Term Loan A2, 5 due
2021 694 699
Term Loan B2 due
2023 750 848
10.5% Senior Notes
due 2024 510 510
Revolving Credit
Facility3 due 2021 0 70
Capital Leases 43 42
Current net leverage
ratio4
2.4x 2.9x
Capital Structure Overview
Debt Structure ($ in millions)
1 Total debt excludes deferred financing costs
2 Revolving credit facility and Term Loan A interest rate is Libor + 225 bps; Term Loan B is Libor + 400 bps effective April 7, 2017
3 $663M of available capacity under Revolving Credit Facility as of 3/31/2017
4 Net debt (total debt less cash) divided by TTM adjusted EBITDA
5 Includes initial EUR 260M borrowing converted at end of quarter exchange rates
Credit Metrics / Statistics
Expected annual interest expense ~$145M
Preferred dividend (annually) ~$10M
Target net leverage ratio <2.5x
Average remaining maturity on outstanding debt ~6 years
Key Messages
▪ Term Loan B repricing expected to reduce interest
expense by ~$12M annually
▪ As previously disclosed, cash payment of $161M made to
Xerox and additional $100M Term Loan B issuance in
January 2017
▪ Revolver draw of $70M as expected given working capital
seasonality
▪ Still targeting to reduce leverage ratio over time with
Adjusted EBITDA growth and required debt payments
14
2017 Guidance
FY 2016 FY 2017E
Revenue $6.408B Down 4.5-6.5% (CC1)
Adjusted EBITDA $635M Up 5-6%
Free Cash Flow ($81M) 20-30% of Adj. EBITDA
15
1 Constant currency based on foreign exchange rates as of the prior-year period
Q&A
16
Appendix
17
Bookings & Renewal Rate
18
($ in millions) Q1' 16 Q2' 16 Q3' 16 Q4' 16 Q1' 17
Total Contract Value $1,488 $2,158 $1,546 $1,660 $931
New Business 643 527 633 724 530
Renewals 845 1,631 913 936 401
Annual recurring revenue bookings $129 $112 $166 $182 $143
Non-recurring revenue bookings $83 $140 $104 $111 $92
Renewal rate 89 % 88 % 89 % 85 % 92 %
Renewal rate (previous methodology) 89 % 84 % 83 % 82 % 80 %
Non-GAAP Financial Measures
We have reported our financial results in accordance with U.S. generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using the non-GAAP measures. We believe these non-GAAP measures allow
investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with U.S. GAAP, to exclude the effects
of certain items as well as their related tax effects. Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods’ results against the corresponding prior periods’ results. However, these
non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with U.S. GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as
a substitute for comparable U.S. GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental non-
GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods.
Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures.
A reconciliation of the following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.
These reconciliations also include the income tax effects for our non-GAAP performance measures in total, to the extent applicable. The income tax effects are calculated under the same accounting principles as applied to our reported pre-tax
performance measures under ASC 740, which employs an annual effective tax rate method. The noted income tax effect for our non-GAAP performance measures is effectively the difference in income taxes for reported and adjusted pre-tax income
calculated under the annual effective tax rate method.
Adjusted Net Income (Loss), Adjusted Earnings per Share and Adjusted Effective Tax Rate.
We make adjustments to Income (Loss) before Income Taxes for the following items, for the purpose of calculating Adjusted Net Income (Loss), Adjusted Earnings per Share and Adjusted Effective Tax Rate:
• Amortization of intangible assets. The amortization of intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry from period to period.
• Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program.
• Separation costs. Separation costs are expenses incurred in connection with the separation from Xerox Corporation into a separate, independent, publicly traded company. These costs primarily relate to third-party investment banking,
accounting, legal, consulting and other similar types of services related to the separation transaction, as well as costs associated with the operational separation of the two companies.
• Other (income) expenses net. Other (income) expenses, net includes losses (gains) on sales of business and assets, currency (gains) losses, net, litigation matters and all other (income) expenses, net.
• NY Medicaid Management Information System (NY MMIS) costs associated with the company not fully completing the State of New York Health Enterprise platform project.
• Health Enterprise (HE charge) associated with not fully completing the Health Enterprise Medical platform implementation projects in California and Montana.
Costs and Expenses and Margin - Adjusted Operating Income.
We make adjustments to Costs and Expenses and Margin for the following items (as defined above), for the purpose of calculating Adjusted Operating Income:
• Amortization of intangible assets. The amortization of intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry from period to period.
• Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program.
• Separation costs. Separation costs are expenses incurred in connection with the separation from Xerox Corporation into a separate, independent, publicly traded company. These costs primarily relate to third-party investment banking,
accounting, legal, consulting and other similar types of services related to the separation transaction, as well as costs associated with the operational separation of the two companies.
• Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
• Related Party Interest. Interest payments to former parent.
• Other (income) expenses, net. Other (income) expenses, net includes losses (gains) on sales of business and assets, currency (gains) losses, net, litigation matters and all other (income) expenses, net.
• NY MMIS. Costs associated with the company not fully completing the State of New York Health Enterprise platform project.
• HE charge. Costs associated with not fully completing the Health Enterprise Medical platform implementation projects in California and Montana.
Non-GAAP Financial Measures
19
Adjusted EBITDA
We use Adjusted EBITDA as an additional way of assessing certain aspects of our operations that, when viewed with the U.S. GAAP results and the accompanying reconciliations to corresponding U.S. GAAP financial measures, provide a more
complete understanding of our core business. We also use Adjusted EBITDA to provide additional information that is useful to understand the financial covenants contained in the Company’s credit facility and indenture. Adjusted EBITDA represents
Income (loss) before Income Taxes adjusted for the following items (which are defined above):
• Goodwill impairment charge. During the fourth quarter 2016, we performed our annual goodwill impairment test which resulted in a non-cash impairment charge of $935 million in our Commercial Industries reporting unit.
• Amortization of intangible assets. The amortization of intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry from period to period.
• Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program.
• Separation costs. Separation costs are expenses incurred in connection with the separation from Xerox Corporation into a separate, independent, publicly traded company. These costs primarily relate to third-party investment banking,
accounting, legal, consulting and other similar types of services related to the separation transaction, as well as costs associated with the operational separation of the two companies.
• Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
• Related Party Interest. Includes interest payments to former parent.
• Other (income) expenses, net. Other (income) expenses, net includes losses (gains) on sales of business and assets, currency (gains) losses, net, litigation matters and all other (income) expenses, net.
• NY MMIS / NY MMIS Depreciation. Costs associated with the company not fully completing the State of New York Health Enterprise platform project.
• HE charge. Costs associated with not fully completing the Health Enterprise Medical platform implementation projects in California and Montana.
Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance and is not necessarily comparable to similarly-titled measures
reported by other companies. Management cautions that amounts presented in accordance with Conduent’s definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies
calculate Adjusted EBITDA in the same manner.
Adjusted Other Segment Revenue and Profit
We adjusted Other Segment revenue, profit and margin for the NY MMIS and HE charges.
Free Cash Flow
Free Cash Flow is defined as cash flows from operating activities as reported on the consolidated statement of cash flows, less cost of additions to land, buildings and equipment, cost of additions to internal use software and capital lease additions.
We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core
businesses, such as amounts available to make acquisitions, invest in land, buildings and equipment and internal use software, make principal payments on debt. In order to provide a meaningful basis for comparison, we are providing information
with respect to our Free Cash Flow for the three months ended March 31, 2017, reconciled for each such period to cash flow provided by operating activities, which we believe to be the most directly comparable measure under U.S. GAAP.
Constant Currency
To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. Dollars. We refer to this adjusted revenue as “constant currency.” Currency
impact can be determined as the difference between actual growth rates and constant currency growth rates.
Non-GAAP Financial Measures
20
Non-GAAP Reconciliation: Net Income (Loss)
& EPS
Three Months Ended March 31, 2017 Three Months Ended March 31, 2016
(in millions, except EPS) Net Income (Loss) EPS Net Income (Loss) EPS
Reported from Continuing
operations $ (10 ) $ (0.06 ) $ (23 ) $ (0.12 )
Adjustments:
Amortization of intangible assets 61 75
NY MMIS 8 —
Restructuring and related costs 18 26
HE charge (5 ) —
Separation costs 5 3
Other (income) expenses, net (12 ) 10
Less: income tax adjustments(1) (30 ) (44 )
Adjusted $ 35 $ 0.16 $ 47 $ 0.22
(1) Reflects the income tax (expense) benefit of the adjustments. Refer to Effective Tax Rate reconciliation for more details.
21
Non-GAAP Reconciliation: Effective Tax Rate
Three Months Ended March 31, 2017 Three Months Ended March 31, 2016
(in millions)
Pre-Tax Income
(Loss)
Income Tax
Expense
(Benefit)(2)
Effective Tax
Rate
Pre-Tax Income
(Loss)
Income Tax
Expense
(Benefit)(2)
Effective Tax
Rate
Reported from Continuing
operations $ (22 ) $ (12 ) 54.5 % $ (54 ) $ (31 ) 57.4 %
Non-Gaap adjustments(1) 75 30 114 44
Adjusted $ 53 $ 18 34.0 % $ 60 $ 13 21.7 %
(1) Refer to Net Income (Loss) reconciliation for details.
(2) The tax impact of Adjusted Pre-Tax Income (Loss) from continuing operations is calculated under the same accounting principles applied to the As
Reported Pre-Tax Income under ASC 740, which employs an annual effective tax rate method to the results.
22
(in millions) Q1 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016
Reported Revenue $ 1,553 $ 1,514 $ 1,596 $ 1,613 $ 1,685
Reported Pre-tax Loss(1) (22 ) (1,141 ) 2 (34 ) (54 )
Reported Margin (1.4 )% (75.4 )% 0.1 % (2.1 )% (3.2 )%
Reported Revenue $ 1,553 $ 1,514 $ 1,596 $ 1,613 $ 1,685
NY MMIS adjustment — 83 — — —
Adjusted Revenue $ 1,553 $ 1,597 $ 1,596 $ 1,613 $ 1,685
Reported Pre-tax Loss(1) (22 ) (1,141 ) 2 (34 ) (54 )
Adjustments:
Amortization of intangible assets 61 80 63 62 75
Goodwill impairment — 935 — — —
NY MMIS 8 161 — — —
Restructuring & related costs 18 44 8 23 26
HE charge (5 ) — — — —
Separation costs 5 10 15 16 3
Interest expense 36 11 1 1 1
Related party interest — (4 ) 10 10 10
Other (income) expenses, net (12 ) 13 (2 ) (1 ) 10
Adjusted Operating Income $ 89 $ 109 $ 97 $ 77 $ 71
Adjusted Margin 5.7 % 6.8 % 6.1 % 4.8 % 4.2 %
(1) Pre-Tax Loss and revenue from continuing operations.
Non-GAAP Reconciliation: Operating Income / Margin
23
Non-GAAP Reconciliation: Adjusted EBITDA
Q1 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016
(in millions)
Pre-tax loss as reported from continuing
operations $ (22 ) $ (1,141 ) $ 2 $ (34 ) $ (54 )
Depreciation 31 36 31 29 32
Amortization 94 159 104 104 118
Goodwill impairment — 935 — —
Restructuring and related costs 18 44 8 23 26
Separation costs 5 10 15 16 3
Interest expense 36 11 1 1 1
Related party interest — (4 ) 10 10 10
NY MMIS 8 161 — — —
NY MMIS depreciation — (52 ) — — —
HE charge (5 ) — — — —
Other (income) expenses, net (12 ) 13 (2 ) (1 ) 10
Adjusted EBITDA $ 153 $ 172 $ 169 $ 148 $ 146
Adjusted EBITDA Margin 9.9 % 10.7 % 10.6 % 9.2 % 8.7 %
24
Non-GAAP Reconciliation: Other Segment
Revenue, Profit (Loss) and Margin
25
Three Months Ended Three Months Ended
March 31, 2017 December 31, 2016
(in millions) Revenue Loss Margin Revenue Loss Margin
Reported from continuing operations $ 81 $ (4 ) (4.9 )% $ 4 $ (173 ) n/a
Adjustments:
NY MMIS — 8 83 161
HE charge — (5 ) — —
Adjusted $ 81 $ (1 ) (1.2 )% $ 87 $ (12 ) (13.8 )%
Note: Prior year period results have be adjusted to reflect new segment reporting as of Q1 2017
Non-GAAP Reconciliation: Free Cash Flow
26
(in millions)
Three Months Ended
March 31, 2017
Three Months Ended
March 31, 2016
Operating Cash Flow $ (106 ) $ (117 )
Cost of additions to land, buildings & equipment (17 ) (30 )
Cost of additions to internal use software (8 ) (9 )
Vendor financed capital leases (5 ) —
Free Cash Flow $ (136 ) $ (156 )
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