Back to GetFilings.com



Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT of 1934

For the Quarterly Period Ended May 2, 2003

Commission file number: 0-17017

Dell Computer Corporation

(Exact name of registrant as specified in its charter)
     
Delaware   74-2487834
(State of incorporation)   (I.R.S. Employer ID No.)

One Dell Way

Round Rock, Texas 78682
(Address of principal executive offices)

(512) 338-4400

(Telephone number)

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.




TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
PART II -- OTHER INFORMATION
SIGNATURE
CERTIFICATION OF MICHAEL S. DELL, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
CERTIFICATION OF JAMES M. SCHNEIDER, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
INDEX TO EXHIBITS
EX-99.1 Certifications of CEO & CFO - Section 906


Table of Contents

PART I — FINANCIAL INFORMATION

 
ITEM 1. Financial Statements

DELL COMPUTER CORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions; unaudited)
                     
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


Table of Contents

DELL COMPUTER CORPORATION

 
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts; unaudited)
                     
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


Table of Contents

DELL COMPUTER CORPORATION

 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions; unaudited)
                       
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


Table of Contents

DELL COMPUTER CORPORATION

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
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 Company’s 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


Table of Contents

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 Company’s 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, management’s opinion is that the existing option pricing models (including Black-Scholes) do not provide a reliable measure of the fair value of the Company’s 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 Company’s 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


Table of Contents

 
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 Company’s reportable segments are the same as those described in the summary of significant accounting policies in the Company’s 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 Company’s measure of segment operating income for management reporting purposes.

The table below presents information about the Company’s 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 Company’s 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


Table of Contents

 
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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 VIE’s activities should be consolidated in the entity’s 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 Dell’s 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


Table of Contents

 
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements in this Report that relate to future results and events are based on Dell’s 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 Dell’s business and prospects, see “Item 1 — Business — Factors Affecting Dell’s Business and Prospects” in Dell’s 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, Dell’s performance once again significantly exceeded the industry, resulting in Dell regaining the position as the world’s 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, Dell’s top competitors collectively continued to experience declining revenues in their per