Item 2.02 Results of Operation and Financial Condition.
The unaudited condensed consolidated financial statements as of and for the
three and nine months ended September 30, 2022 and management's discussion and
analysis of financial condition and results of operations of Unisys Corporation
(the "Company") are attached as Exhibit 99.1. Exhibits 99.1 is incorporated
herein by reference.
The Company is furnishing the information in this Item 2.02 in order to maintain
compliance with the reporting covenant under the Indenture, dated as of October
29, 2020 (as amended, supplemented or otherwise modified from time to time, the
"Indenture"), among the Company, the subsidiary guarantors party thereto and
Wells Fargo Bank, N.A., as trustee and collateral agent, governing its 6.875%
senior secured notes due 2027. Under the Indenture, the Company is required to
provide the trustee and bondholders quarterly reports within the time period
applicable to non-accelerated filers.
As previously reported by the Company in its Notification of Late Filing on Form
12b-25, filed with the Securities and Exchange Commission (the "SEC") on
November 7, 2022, the Company was unable to file its Quarterly Report on
Form 10-Q for the period ended September 30, 2022 (the "Quarterly Report")
within the prescribed period due to an internal investigation regarding certain
disclosure controls and procedures matters, including the dissemination and
communication of information within certain aspects of the organization. As
such, the Company is furnishing the information in this Item 2.02 in order to
provide the trustee and bondholders information required pursuant to the
Indenture. Notwithstanding the foregoing, the Company does not expect the
investigation to result in any changes to the financial results in the Company's
previously reported financial statements or the information attached as
Exhibit 99.1 or to impact the financial results in the Company's unaudited
financial statements for the period as of and ended September 30, 2022. The
Company expects to file the Quarterly Report with the SEC within the next
several days.
The Audit & Finance Committee (the "Audit Committee") of the Board of Directors
(the "Board") of Unisys Corporation has conducted an internal investigation
regarding certain disclosure controls and procedures matters. Management of the
Company, in consultation with the Audit Committee, has identified material
weaknesses in the Company's disclosure controls and procedures and internal
control over financial reporting related to the design and maintenance of
effective formal policies and procedures over information being communicated by
the IT function and the legal and compliance function to those responsible for
governance, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions related to both financial reporting and other
non-financial reporting in the reports that the Company files or submits under
the Securities Exchange Act of 1934, as amended. As a result, the Company has
concluded that its disclosure controls and procedures were not effective as of
December 31, 2021, March 31, 2022 and June 30, 2022 and its internal control
over financial reporting was not effective as of December 31, 2021.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 15, 2022, the Company received a notice (the "NYSE Notice") from the
New York Stock Exchange (the "NYSE") indicating that, because the Company did
not timely file the Quarterly Report, the Company is not in compliance with
Section 802.01E of the NYSE Listed Company Manual, which requires that
NYSE-listed companies timely file all periodic reports with the SEC.
The NYSE Notice has no immediate effect on the listing of the Company's common
stock on the NYSE. The NYSE Notice informed the Company that, under NYSE rules,
the Company has six months, until May 14, 2023, to file the Quarterly Report and
regain compliance with the NYSE listing standards. If the Company fails to file
the Quarterly Report by the six-month deadline, the NYSE may, in its sole
discretion, grant an extension of up to six additional months for the Company to
regain compliance, depending on the specific circumstances.
The Company expects to file the Quarterly Report with the SEC within the next
several days and, in any event, before the six-month deadline stipulated by the
NYSE.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 8.01 Other Events.
In accordance with the NYSE's procedures, on November 21, 2022, the Company
issued a press release announcing the receipt of the NYSE Notice. A copy of the
press release is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
The information in Items 2.02 and 7.01 of this Current Report, including Exhibit
99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Cautionary Note Regarding Financial Information
All financial results for the period ended September 30, 2022 and related
comparisons to prior periods included in this Current Report on Form 8-K have
not been reviewed or audited. These financial results do not present all
required information necessary to present a Form 10-Q for the period ended
September 30, 2022. Notwithstanding the foregoing, the Company does not expect
these findings to result in any changes to the financial results in the
Company's previously reported financial statements or to impact the financial
results in the Company's unaudited financial statements for the period as of and
ended September 30, 2022.
Forward Looking Statements
Any statements contained in this Current Report on Form 8-K that are not
historical facts are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "may," "will," "anticipate," "intend," "expect"
and similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. Forward-looking statements are based
on the Company's current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict. Further, certain
forward-looking statements are based on assumptions as to future events that may
not prove to be accurate. You should not place undue reliance on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors, which are, in some cases, beyond the Company's control and which could
materially affect results. Factors that may cause actual results to differ
materially from current expectations include, among other things, the impact of
the Audit & Finance Committee's investigation; the impact of management's
conclusion, in consultation with the Audit & Finance Committee, that material
weaknesses existed in the Company's disclosure controls and procedures and
internal control over financial reporting; the evaluation and implementation of
remediation efforts designed and implemented to enhance the Company's control
environment; the potential identification of one or more additional material
weaknesses in the Company's internal control over financial reporting of which
the Company is not currently aware or that have not been detected; and those
described more fully in the Company's periodic filings with the SEC.
Forward-looking statements contained in this report are made as of this date,
and the Company undertakes no duty to update such information except as required
under applicable law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit
No. Description
99.1 Supplemental Disclosure as of and for the Period Ended September 30,
2022
99.2 News Release, dated November 21, 2022
104 Cover page Interactive Data File (embedded within the Inline
Extensible Business Reporting Language document)
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