UNITED STATES
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
For the Quarterly Period Ended May 2, 2003
Commission file number: 0-17017
Dell Computer Corporation
| Delaware | 74-2487834 | |
| (State of incorporation) | (I.R.S. Employer ID No.) |
One Dell Way
(512) 338-4400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No
As of the close of business on May 30, 2003, 2,568,630,864 shares of common stock, par value $.01 per share, were outstanding.
PART I FINANCIAL INFORMATION
| ITEM 1. | Financial Statements |
DELL COMPUTER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| May 2, | January 31, | |||||||||
| 2003 | 2003 | |||||||||
| ASSETS | ||||||||||
|
Current assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 4,474 | $ | 4,232 | ||||||
|
Short-term investments
|
388 | 406 | ||||||||
|
Accounts receivable, net
|
2,656 | 2,586 | ||||||||
|
Inventories
|
264 | 306 | ||||||||
|
Other
|
1,238 | 1,394 | ||||||||
|
Total current assets
|
9,020 | 8,924 | ||||||||
|
Property, plant and equipment, net
|
889 | 913 | ||||||||
|
Investments
|
5,470 | 5,267 | ||||||||
|
Other non-current assets
|
333 | 366 | ||||||||
|
Total assets
|
$ | 15,712 | $ | 15,470 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
|
Current liabilities:
|
||||||||||
|
Accounts payable
|
$ | 6,082 | $ | 5,989 | ||||||
|
Accrued and other
|
2,787 | 2,944 | ||||||||
|
Total current liabilities
|
8,869 | 8,933 | ||||||||
|
Long-term debt
|
506 | 506 | ||||||||
|
Other
|
1,261 | 1,158 | ||||||||
|
Total liabilities
|
10,636 | 10,597 | ||||||||
|
Stockholders equity:
|
||||||||||
|
Preferred stock and capital in excess of
$.01 par value; shares issued and outstanding: none
|
| | ||||||||
|
Common stock and capital in excess of
$.01 par value; shares authorized: 7,000; shares issued:
2,688 and 2,681, respectively
|
6,109 | 6,018 | ||||||||
|
Treasury stock, at cost; 120 and 102 shares,
respectively
|
(5,039 | ) | (4,539 | ) | ||||||
|
Retained earnings
|
4,084 | 3,486 | ||||||||
|
Other comprehensive income
|
(20 | ) | (33 | ) | ||||||
|
Other
|
(58 | ) | (59 | ) | ||||||
|
Total stockholders equity
|
5,076 | 4,873 | ||||||||
|
Total liabilities and stockholders equity
|
$ | 15,712 | $ | 15,470 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
DELL COMPUTER CORPORATION
| Three Months | ||||||||||
| Ended | ||||||||||
| May 2, | May 3, | |||||||||
| 2003 | 2002 | |||||||||
|
Net revenue
|
$ | 9,532 | $ | 8,066 | ||||||
|
Cost of revenue
|
7,784 | 6,675 | ||||||||
|
Gross margin
|
1,748 | 1,391 | ||||||||
|
Operating expenses:
|
||||||||||
|
Selling, general and administrative
|
826 | 691 | ||||||||
|
Research, development and engineering
|
111 | 110 | ||||||||
|
Total operating expenses
|
937 | 801 | ||||||||
|
Operating income
|
811 | 590 | ||||||||
|
Investment and other income, net
|
43 | 48 | ||||||||
|
Income before income taxes
|
854 | 638 | ||||||||
|
Income tax provision
|
256 | 181 | ||||||||
|
Net income
|
$ | 598 | $ | 457 | ||||||
|
Earnings per common share:
|
||||||||||
|
Basic
|
$ | 0.23 | $ | 0.18 | ||||||
|
Diluted
|
$ | 0.23 | $ | 0.17 | ||||||
|
Weighted average shares outstanding:
|
||||||||||
|
Basic
|
2,572 | 2,595 | ||||||||
|
Diluted
|
2,614 | 2,672 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
DELL COMPUTER CORPORATION
| Three Months | |||||||||||
| Ended | |||||||||||
| May 2, | May 3, | ||||||||||
| 2003 | 2002 | ||||||||||
|
Cash flows from operating activities:
|
|||||||||||
|
Net income
|
$ | 598 | $ | 457 | |||||||
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
56 | 51 | |||||||||
|
Tax benefits of employee stock plans
|
38 | 32 | |||||||||
|
Other, primarily effects of exchange rate changes
on monetary assets and liabilities denominated in foreign
currencies
|
(118 | ) | (33 | ) | |||||||
|
Changes in:
|
|||||||||||
|
Operating working capital
|
118 | 22 | |||||||||
|
Non-current assets and liabilities
|
120 | 50 | |||||||||
|
Net cash provided by operating activities
|
812 | 579 | |||||||||
|
Cash flows from investing activities:
|
|||||||||||
|
Investments:
|
|||||||||||
|
Purchases
|
(1,779 | ) | (1,266 | ) | |||||||
|
Maturities and sales
|
1,585 | 1,273 | |||||||||
|
Capital expenditures
|
(56 | ) | (55 | ) | |||||||
|
Net cash used in investing activities
|
(250 | ) | (48 | ) | |||||||
|
Cash flows from financing activities:
|
|||||||||||
|
Purchase of common stock
|
(500 | ) | (612 | ) | |||||||
|
Issuance of common stock under employee plans
|
74 | 20 | |||||||||
|
Net cash used in financing activities
|
(426 | ) | (592 | ) | |||||||
|
Effect of exchange rate changes on cash
|
106 | 37 | |||||||||
|
Net increase (decrease) in cash
|
242 | (24 | ) | ||||||||
|
Cash and cash equivalents at beginning of period
|
4,232 | 3,641 | |||||||||
|
Cash and cash equivalents at end of period
|
$ | 4,474 | $ | 3,617 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
DELL COMPUTER CORPORATION
| NOTE 1 | BASIS OF PRESENTATION |
Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Dell Computer Corporation (the Company) should be read in conjunction with the consolidated financial statements and notes thereto filed with the U.S. Securities and Exchange Commission in the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2003. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial position of the Company and its consolidated subsidiaries at May 2, 2003 and January 31, 2003, and the results of their operations and their cash flows for the three months ended May 2, 2003 and May 3, 2002.
| NOTE 2 | INVENTORIES |
| May 2, | January 31, | ||||||||
| 2003 | 2003 | ||||||||
| (in millions) | |||||||||
|
Inventories:
|
|||||||||
|
Production materials
|
$ | 114 | $ | 164 | |||||
|
Work-in-process
|
68 | 72 | |||||||
|
Finished goods
|
82 | 70 | |||||||
| $ | 264 | $ | 306 | ||||||
NOTE 3 EARNINGS PER COMMON SHARE, INCLUDING PRO FORMA EFFECTS OF STOCK-BASED COMPENSATION
Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive common shares outstanding.
4
The following table sets forth the computation of basic and diluted earnings per share for the three months ended May 2, 2003 and May 3, 2002, and illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
| Three Months | |||||||||
| Ended | |||||||||
| May 2, | May 3, | ||||||||
| 2003 | 2002 | ||||||||
| (in millions, | |||||||||
| except per share | |||||||||
| amounts) | |||||||||
|
Net income as reported
|
$ | 598 | $ | 457 | |||||
|
Deduct: Total stock-based employee compensation
determined under fair value method for all awards, net of
related tax effects
|
231 | 181 | |||||||
|
Net income pro forma
|
$ | 367 | $ | 276 | |||||
|
Weighted average shares outstanding:
|
|||||||||
|
Basic
|
2,572 | 2,595 | |||||||
|
Employee stock options and other
|
42 | 77 | |||||||
|
Diluted
|
2,614 | 2,672 | |||||||
|
Earnings per common share:
|
|||||||||
|
Basic as reported
|
$ | 0.23 | $ | 0.18 | |||||
|
Basic pro forma
|
$ | 0.14 | $ | 0.11 | |||||
|
Diluted as reported
|
$ | 0.23 | $ | 0.17 | |||||
|
Diluted pro forma
|
$ | 0.14 | $ | 0.10 | |||||
Under SFAS No. 123, the value of each option is estimated on the date of grant using the Black-Scholes option pricing model, which was developed for use in estimating the value of freely traded options. Similar to other option pricing models, it requires the input of highly subjective assumptions, including stock price volatility. Because (1) the Companys employee stock options have characteristics significantly different from those of traded options and (2) changes in the subjective input assumptions can materially affect the estimated fair value, managements opinion is that the existing option pricing models (including Black-Scholes) do not provide a reliable measure of the fair value of the Companys stock options.
The Company does not include equity instruments in its calculation of diluted weighted average shares if the effect of including such instruments is antidilutive. Consequently, equity put contracts (for the fiscal 2003 period only) and employee stock options exercisable for 180 million and 196 million have been excluded from the calculation for the first quarter of fiscal 2004 and 2003, respectively.
| NOTE 4 | COMPREHENSIVE INCOME |
The Companys comprehensive income is comprised of net income, foreign currency translation adjustments, unrealized gains (losses) on derivative financial instruments related to foreign currency hedging, and unrealized gains on marketable securities classified as available-for-sale. Comprehensive income for the three-month periods ended May 2, 2003 and May 3, 2002, was as follows:
| Three Months | |||||||||
| Ended | |||||||||
| May 2, | May 3, | ||||||||
| 2003 | 2002 | ||||||||
| (in millions) | |||||||||
|
Comprehensive income:
|
|||||||||
|
Net income
|
$ | 598 | $ | 457 | |||||
|
Foreign currency translations
|
(2 | ) | 1 | ||||||
|
Unrealized gains (losses) on foreign
currency hedging instruments
|
14 | (89 | ) | ||||||
|
Unrealized gains on marketable securities
|
1 | 3 | |||||||
|
Total comprehensive income, net of taxes
|
$ | 611 | $ | 372 | |||||
5
| NOTE 5 | SEGMENT INFORMATION |
The Company conducts operations worldwide and is primarily managed on a geographic basis, with those geographic segments being the Americas, Europe, and Asia Pacific-Japan regions. The Americas region, which is based in Round Rock, Texas, covers the United States, Canada, South America, and Latin America. The Company has two reportable segments within the Americas: Business and U.S. Consumer. The Americas Business segment includes sales to commercial, government and education customers. The European region, which is based in Bracknell, England, covers the European countries and also some countries in the Middle East and Africa. The Asia Pacific-Japan region covers the Pacific Rim, including Australia and New Zealand, and is based in Singapore. The accounting policies of the Companys reportable segments are the same as those described in the summary of significant accounting policies in the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2003. The Company allocates resources to and evaluates the performance of its segments based on operating income Corporate expenses are included in the Companys measure of segment operating income for management reporting purposes.
The table below presents information about the Companys reportable segments for the three-month periods ended May 2, 2003 and May 3, 2002:
| Three Months | |||||||||||
| Ended | |||||||||||
| May 2, | May 3, | ||||||||||
| 2003 | 2002 | ||||||||||
| (in millions) | |||||||||||
|
Net revenue:
|
|||||||||||
|
Americas:
|
|||||||||||
|
Business
|
$ | 4,965 | $ | 4,387 | |||||||
|
U.S. Consumer
|
1,474 | 1,219 | |||||||||
|
Total Americas
|
6,439 | 5,606 | |||||||||
|
Europe
|
2,032 | 1,658 | |||||||||
|
Asia Pacific-Japan
|
1,061 | 802 | |||||||||
|
Total net revenue
|
$ | 9,532 | $ | 8,066 | |||||||
|
Operating income:
|
|||||||||||
|
Americas:
|
|||||||||||
|
Business
|
$ | 498 | $ | 407 | |||||||
|
U.S. Consumer
|
93 | 72 | |||||||||
|
Total Americas
|
591 | 479 | |||||||||
|
Europe
|
141 | 72 | |||||||||
|
Asia Pacific-Japan
|
79 | 39 | |||||||||
|
Total operating income
|
$ | 811 | $ | 590 | |||||||
| NOTE 6 | AGGREGATE PRODUCT WARRANTY LIABILITY |
Changes in the Companys aggregate product warranty liability are presented in the following table:
| Three Months | ||||
| Ended | ||||
| May 2, 2003 | ||||
| (in millions) | ||||
|
Aggregate liability at beginning of period
|
$ | 1,309 | ||
|
Cost accrued for standard warranties and
separately priced extended warranty and service contracts issued
during the period
|
329 | |||
|
Obligations honored during the period
|
(232 | ) | ||
|
Aggregate liability at end of period
|
$ | 1,406 | ||
6
| NOTE 7 | TRANSACTIONS WITH LEASING AFFILIATE |
The Company is currently a partner in Dell Financial Services L.P. (DFS), a joint venture with CIT Group, Inc. (CIT). The joint venture allows the Company to provide customers with various financing alternatives and asset management services as a part of the total service package offered to the customer. CIT, as a financial services company, is the entity that finances the transaction between DFS and the customer.
The Company may sell equipment directly to customers who, in turn, enter into loans with DFS to finance their purchases. The Company recognized revenue on equipment sold to end-user customers which was financed with DFS loans in the amount of $734 million and $446 million during the first quarter of fiscal 2004 and fiscal 2003, respectively. In addition, when the Companys customers desire lease financing, the Company usually sells equipment to DFS, and DFS will enter into direct financing lease arrangements with the customers. The Company recognized revenue on sales to DFS in the amount of $282 million and $258 million during the first quarter of fiscal 2004 and 2003, respectively. Neither CIT nor DFS have any recourse or rights of return to the Company, except that end-user customers may return equipment pursuant to the Companys standard return policy. The Company receives a referral fee from DFS for introducing customers to DFS for financing alternatives. Such fees were $30 million and $12 million for the first quarter of fiscal 2004 and fiscal 2003, respectively, and are included in net revenue.
In accordance with the partnership agreement between the Company and CIT, losses generated by DFS are allocated to CIT. Net income generated by DFS is allocated 70% to the Company and 30% to CIT, after CIT has recovered any cumulative losses. The Companys share of DFS net income is reflected in investment and other income, net, and totaled $2 million and $300,000 of pretax earnings during the first quarter of fiscal 2004 and 2003, respectively. In the event DFS is terminated with a cumulative deficit, the Company is not obligated to fund any losses. Although the Company has a 70% equity interest in DFS, because the Company cannot and does not exercise control over DFS, the investment is accounted for under the equity method. The Companys investment in DFS at May 2, 2003 was $44 million.
| NOTE 8 | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities (VIE). FIN 46 requires that if a company holds a controlling financial interest in a VIE, then the assets, liabilities and results of the VIEs activities should be consolidated in the entitys financial statements. As a result, Dell will be required to consolidate its existing master lease facilities effective during the third quarter of fiscal 2004. Dell expects to expend approximately $640 million to acquire the assets held in master lease facilities during fiscal 2004. Dell is currently assessing the impact that FIN 46 may have on its accounting for DFS.
In January 2003, the Securities and Exchange Commission (SEC) issued a final rule requiring enhanced disclosure of material off-balance sheet transactions, arrangements, and other relationships with unconsolidated entities that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses. The rule also requires a tabular disclosure of future payments due under contractual commitments. The disclosure requirements will become effective for Dells fiscal 2004 annual report on Form 10-K. Dell does not expect this pronouncement to have a material impact on its consolidated results of operations or financial position.
7
| ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Statements in this Report that relate to future results and events are based on Dells current expectations. Actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties. For a discussion of factors affecting Dells business and prospects, see Item 1 Business Factors Affecting Dells Business and Prospects in Dells Annual Report on Form 10-K for the fiscal year ended January 31, 2003.
All percentage amounts and ratios were calculated using the underlying data in thousands. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. All market share references included in this discussion are according to IDC.
First Quarter Overview
During the first quarter of fiscal 2004, Dells performance once again significantly exceeded the industry, resulting in Dell regaining the position as the worlds No. 1 supplier of personal computer systems. Year-over-year unit shipments increased 29% while industry shipments declined 1% (excluding Dell), resulting in market share gains in every region and product line. Dell generated revenue of $9.5 billion in the first quarter while operating income grew by 37% year over year to $811 million. Conversely, Dells top competitors collectively continued to experience declining revenues in their per