Unisys Federal Acquisition | Acquisitions: On March 13, 2020, the Company completed the acquisition of Unisys Federal, a former operating unit of Unisys Corporation. Unisys Federal provides infrastructure modernization, cloud migration, managed services, and enterprise IT-as-a-service solutions to U.S. federal civilian agencies and the Department of Defense. This strategic acquisition enhances our capabilities in government priority areas, expands our portfolio of intellectual property and technology-driven offerings, and increases our access to current and new customers. The Company purchased substantially all of the assets and liabilities of Unisys Federal for an aggregate purchase price of $1.2 billion. The Company used the net proceeds from its offering of Senior Notes and borrowings under the Term Loan B2 Facility (as discussed in Note 7), proceeds from the sale of receivables under its MARPA Facility (as discussed in Note 10), and cash on its balance sheet to finance the acquisition and pay related fees and expenses. The purchase price was allocated, on a preliminary basis, among assets acquired and liabilities assumed at fair value on the acquisition date, March 13, 2020, based on the best available information, with the excess purchase price recorded as goodwill. The fair values of the non-financial assets acquired and liabilities assumed were preliminarily determined using income, market and cost valuation methodologies. The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement. As of July 31, 2020, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, receivables, intangible assets, property, plant, and equipment, other assets, accounts payable and accrued liabilities, off-market customer contracts, and goodwill. The allocation of the purchase price is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date, including but not limited to, property, plant, and equipment, lease arrangements, deferred income taxes, contracts with customers, receivables, and deferred revenue. The Company expects to have sufficient information available to resolve these items by the first quarter of fiscal 2022, which could potentially result in changes in assets or liabilities on Unisys Federal’s opening balance sheet and an adjustment to goodwill. During the second quarter of fiscal 2021, the Company made adjustments to the preliminary purchase price resulting in a $41 million increase to goodwill. The measurement period adjustments included: $6 million increase to the purchase price associated with final net working capital adjustment; $67 million increase to other long-term liabilities associated with off-market customer contracts; $26 million net increase to intangible assets; and, $6 million increase to deferred tax assets. The resulting impact to the Company’s condensed and consolidated statements of income for the three months ended July 31, 2020 was a $6 million increase to selling, general and administrative expenses associated with the change in amortization expense due to the incremental value assigned to our intangible assets, of which $2 million relates to the first quarter of fiscal 2021. The adjusted preliminary purchase price allocation is as follows: (in millions) Receivables $ 114 Inventory, prepaid expenses and other current assets 14 Goodwill 656 Intangible assets 574 Property, plant, and equipment 4 Operating lease right of use assets 43 Other assets 7 Total assets acquired 1,412 Accounts payable and accrued liabilities 105 Accrued payroll and employee benefits 7 Operating lease liabilities 30 Other long-term liabilities 68 Total liabilities assumed 210 Net assets acquired $ 1,202 Amount of tax deductible goodwill $ 595 Goodwill resulting from the acquisition of Unisys Federal was primarily associated with intellectual capital, an acquired assembled work force, and future customer relationships. The identifiable intangible assets and goodwill acquired by the Company are amortizable for tax purposes. The following table summarizes the fair value of intangible assets and the related weighted-average useful lives as of the acquisition date: Amount Weighted-Average Amortization Period (in millions) (in years) Customer relationships $ 520 13 Backlog 47 1 Developed technology 7 1 Total intangible assets $ 574 12 The backlog intangible asset is comprised solely of funded backlog as of the acquisition date. The customer relationships intangible asset consists of unfunded backlog as of the acquisition date and estimated future renewals and recompetes. The backlog and customer relationships intangible assets were valued using the excess earnings method (income approach) in which the value is derived from an estimation of the after-tax cash flows specifically attributable to the intangible asset being valued. The analysis included assumptions for projections of revenues and expenses, tax rates, contributory asset charges, discount rates, and a tax amortization benefit. The developed technology asset was valued using the relief from royalty method (income approach) in which the value is derived by estimation of the after-tax royalty savings attributable to owning the developed technology asset. Assumptions in this analysis included projections of revenues, royalty rates representing costs avoided due to ownership of the developed technology asset, discount rates, a tax amortization benefit, and future obsolescence of the technology. The Company recorded a $67 million provision for certain off-market customer contracts whose terms are unfavorable compared to the current market terms as of the acquisition date. An income approach was used to estimate fair value, involving estimates for future costs to complete the remaining performance under the contract as well as a market participant profit rate of return. The provision for off-market customer contracts is included in other long-term liabilities and will be amortized over the remaining contractual terms as an increase to revenue. Amortization for the three and six months ended July 31, 2020 is $7 million, of which $2 million relates to the first quarter of fiscal 2021. Amortization for the next five years is expected to be as follows: $8 million in the remainder of 2021, $18 million in 2022, $18 million in 2023, $14 million in 2024 and $2 million in 2025. The Company incurred $49 million in acquisition-related costs associated with the acquisition of Unisys Federal, including $27 million of debt issue costs (as discussed in Note 7). The amounts recognized in acquisition and integration costs on the condensed and consolidated statements of income are as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Acquisition (1) $ — $ — $ 20 $ — Integration (2)(3) 15 8 24 18 Total acquisition and integration costs $ 15 $ 8 $ 44 $ 18 (1) Acquisition expenses recognized for the six months ended July 31, 2020 are related to the acquisition of Unisys Federal. (2) Includes restructuring costs of $4 million for the six months ended July 31, 2020, and $2 million and $6 million for the three and six months ended August 2, 2019, respectively. (3) Integration expenses for the three and six months ended July 31, 2020 include an $11 million loss associated with the divestiture of non-strategic international operations (see Note 1). The amount of Unisys Federal's revenue included in the condensed and consolidated statements of income for the three and six months ended July 31, 2020 was $175 million and $279 million, respectively, and the amount of net income attributable to common stockholders included in the condensed and consolidated statements of income for the three and six months ended July 31, 2020 was $8 million and $19 million, respectively. The following unaudited pro forma financial information presents the combined results of operations for Unisys Federal and the Company for the three and six months ended July 31, 2020 and August 2, 2019, respectively: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Revenues $ 1,764 $ 1,779 $ 3,611 $ 3,535 Net income attributable to common stockholders $ 62 $ 53 $ 115 $ 92 The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the acquisition of Unisys Federal as though it had occurred on February 2, 2019. They include adjustments for intangible asset amortization; interest expense and debt issuance costs on long-term debt; acquisition and other transaction costs; and certain costs allocated from the former parent. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on February 2, 2019, nor is it indicative of future operating results. |