UNITED STATES
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
For the Quarterly Period Ended April 30, 2004
Commission file number: 0-17017
Dell Inc.
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Delaware
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74-2487834 | |
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(State of incorporation)
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(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 28, 2004, 2,522,985,743 shares of common stock, par value $.01 per share, were outstanding.
PART I FINANCIAL INFORMATION
| ITEM 1. | Financial Statements |
DELL INC.
| April 30, | January 30, | |||||||||
| 2004 | 2004 | |||||||||
| ASSETS | ||||||||||
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Current assets:
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||||||||||
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Cash and cash equivalents
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$ | 4,075 | $ | 4,317 | ||||||
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Short-term investments
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1,180 | 835 | ||||||||
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Accounts receivable, net
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3,424 | 3,635 | ||||||||
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Inventories
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425 | 327 | ||||||||
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Other
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2,073 | 1,519 | ||||||||
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Total current assets
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11,177 | 10,633 | ||||||||
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Property, plant and equipment, net
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1,510 | 1,517 | ||||||||
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Investments
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6,631 | 6,770 | ||||||||
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Other non-current assets
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391 | 391 | ||||||||
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Total assets
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$ | 19,709 | $ | 19,311 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
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Current liabilities:
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||||||||||
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Accounts payable
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$ | 7,518 | $ | 7,316 | ||||||
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Accrued and other
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3,803 | 3,580 | ||||||||
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Total current liabilities
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11,321 | 10,896 | ||||||||
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Long-term debt
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505 | 505 | ||||||||
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Other non-current liabilities
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1,778 | 1,630 | ||||||||
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Total liabilities
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13,604 | 13,031 | ||||||||
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Stockholders equity:
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||||||||||
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Preferred stock and capital in excess of
$.01 par value; shares issued and outstanding: none
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| | ||||||||
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Common stock and capital in excess of
$.01 par value; shares authorized: 7,000; shares issued:
2,726 and 2,721, respectively
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6,965 | 6,823 | ||||||||
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Treasury stock, at cost: 199 and 165 shares,
respectively
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(7,670 | ) | (6,539 | ) | ||||||
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Retained earnings
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6,862 | 6,131 | ||||||||
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Other comprehensive loss
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(5 | ) | (83 | ) | ||||||
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Other
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(47 | ) | (52 | ) | ||||||
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Total stockholders equity
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6,105 | 6,280 | ||||||||
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Total liabilities and stockholders equity
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$ | 19,709 | $ | 19,311 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
DELL INC.
| Three Months Ended | ||||||||||
| April 30, | May 2, | |||||||||
| 2004 | 2003 | |||||||||
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Net revenue
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$ | 11,540 | $ | 9,532 | ||||||
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Cost of revenue
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9,467 | 7,784 | ||||||||
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Gross margin
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2,073 | 1,748 | ||||||||
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Operating expenses:
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||||||||||
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Selling, general and administrative
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991 | 826 | ||||||||
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Research, development and engineering
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116 | 111 | ||||||||
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Total operating expenses
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1,107 | 937 | ||||||||
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Operating income
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966 | 811 | ||||||||
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Investment and other income, net
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49 | 43 | ||||||||
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Income before income taxes
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1,015 | 854 | ||||||||
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Income tax provision
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284 | 256 | ||||||||
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Net income
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$ | 731 | $ | 598 | ||||||
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Earnings per common share:
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||||||||||
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Basic
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$ | 0.29 | $ | 0.23 | ||||||
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Diluted
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$ | 0.28 | $ | 0.23 | ||||||
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Weighted average shares outstanding:
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||||||||||
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Basic
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2,539 | 2,572 | ||||||||
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Diluted
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2,593 | 2,614 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
DELL INC.
| Three Months Ended | |||||||||||
| April 30, | May 2, | ||||||||||
| 2004 | 2003 | ||||||||||
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Cash flows from operating activities:
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|||||||||||
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Net income
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$ | 731 | $ | 598 | |||||||
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Adjustments to reconcile net income to net cash
provided by operating activities:
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|||||||||||
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Depreciation and amortization
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82 | 56 | |||||||||
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Tax benefits from employee stock plans
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25 | 38 | |||||||||
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Other, primarily effects of exchange rate changes
on monetary assets and liabilities denominated in foreign
currencies
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(112 | ) | (118 | ) | |||||||
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Changes in:
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|||||||||||
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Operating working capital
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81 | 118 | |||||||||
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Non-current assets and liabilities
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195 | 120 | |||||||||
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Net cash provided by operating activities
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1,002 | 812 | |||||||||
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Cash flows from investing activities:
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|||||||||||
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Investments:
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|||||||||||
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Purchases
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(3,505 | ) | (1,779 | ) | |||||||
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Maturities and sales
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3,264 | 1,585 | |||||||||
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Capital expenditures
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(82 | ) | (56 | ) | |||||||
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Net cash used in investing activities
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(323 | ) | (250 | ) | |||||||
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Cash flows from financing activities:
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|||||||||||
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Purchase of common stock
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(1,131 | ) | (500 | ) | |||||||
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Issuance of common stock under employee plans
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114 | 74 | |||||||||
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Net cash used in financing activities
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(1,017 | ) | (426 | ) | |||||||
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Effect of exchange rate changes on cash and cash
equivalents
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96 | 106 | |||||||||
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Net increase (decrease) in cash and cash
equivalents
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(242 | ) | 242 | ||||||||
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Cash and cash equivalents at beginning of period
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4,317 | 4,232 | |||||||||
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Cash and cash equivalents at end of period
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$ | 4,075 | $ | 4,474 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
DELL INC.
| NOTE 1 | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements of Dell Inc. (Dell) should be read in conjunction with the consolidated financial statements and notes thereto filed with the U.S. Securities and Exchange Commission (the SEC) in Dells Annual Report on Form 10-K for the fiscal year ended January 30, 2004. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). 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 Dell and its consolidated subsidiaries as of April 30, 2004 and January 30, 2004 and the results of its operations and cash flows for the three months ended April 30, 2004 and May 2, 2003. Certain prior year amounts have been reclassified to conform to the current period presentation.
| NOTE 2 | INVENTORIES |
| April 30, | January 30, | ||||||||
| 2004 | 2004 | ||||||||
| (in millions) | |||||||||
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Inventories:
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|||||||||
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Production materials
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$ | 261 | $ | 161 | |||||
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Work-in-process
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72 | 69 | |||||||
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Finished goods
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92 | 97 | |||||||
| $ | 425 | $ | 327 | ||||||
NOTE 3 EARNINGS PER COMMON SHARE AND PRO FORMA EFFECTS OF STOCK-BASED COMPENSATION
Earnings Per Common Share 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.
Dell excludes equity instruments from the calculation of diluted weighted average shares outstanding if the effect of including such instruments is antidilutive to earnings per share. Accordingly, certain employee stock options have been excluded from the calculation of diluted weighted average shares totaling 133 million and 180 million shares for the first quarter of fiscal 2005 and 2004, respectively.
4
The following table sets forth the computation of basic and diluted earnings per share for the three months ended April 30, 2004 and May 2, 2003:
| Three Months Ended | |||||||||
| April 30, | May 2, | ||||||||
| 2004 | 2003 | ||||||||
| (in millions, except per | |||||||||
| share amounts) | |||||||||
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Numerator:
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|||||||||
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Net income
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$ | 731 | $ | 598 | |||||
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Denominator:
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|||||||||
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Weighted average shares outstanding:
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|||||||||
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Basic
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2,539 | 2,572 | |||||||
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Employee stock options and other
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54 | 42 | |||||||
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Diluted
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2,593 | 2,614 | |||||||
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Earnings per common share:
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|||||||||
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Basic
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$ | 0.29 | $ | 0.23 | |||||
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Diluted
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$ | 0.28 | $ | 0.23 | |||||
Pro Forma Effects of Stock-Based Compensation Dell currently applies the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, when accounting for stock-based compensation under its stock plans. The following table sets forth the computation of basic and diluted earnings per share for the three months ended April 30, 2004 and May 2, 2003, and illustrates the effect on net income and earnings per share as if Dell had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation:
| Three Months Ended | |||||||||
| April 30, | May 2, | ||||||||
| 2004 | 2003 | ||||||||
| (in millions, except per | |||||||||
| share amounts) | |||||||||
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Net income as reported
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$ | 731 | $ | 598 | |||||
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Deduct: Total stock-based employee compensation
determined under fair value method for all awards, net of
related tax effects
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202 | 231 | |||||||
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Net income pro forma
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$ | 529 | $ | 367 | |||||
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Earnings per common share:
|
|||||||||
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Basic as reported
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$ | 0.29 | $ | 0.23 | |||||
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Basic pro forma
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$ | 0.21 | $ | 0.14 | |||||
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Diluted as reported
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$ | 0.28 | $ | 0.23 | |||||
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Diluted pro forma
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$ | 0.21 | $ | 0.14 | |||||
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) Dells 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 and Binomial) do not provide a reliable measure of the fair value of Dells employee stock options.
5
NOTE 4 COMPREHENSIVE INCOME
Dells comprehensive income is comprised of net income, foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments related to foreign currency hedging, and unrealized gains and losses on marketable securities classified as available-for-sale. Comprehensive income for the three months ended April 30, 2004 and May 2, 2003, was as follows:
| Three Months Ended | |||||||||
| April 30, | May 2, | ||||||||
| 2004 | 2003 | ||||||||
| (in millions) | |||||||||
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Comprehensive income:
|
|||||||||
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Net income
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$ | 731 | $ | 598 | |||||
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Foreign currency translations
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(3 | ) | (2 | ) | |||||
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Unrealized gains on foreign currency hedging
instruments
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114 | 14 | |||||||
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Unrealized gains (losses) on marketable securities
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(33 | ) | 1 | ||||||
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Total comprehensive income, net of taxes
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$ | 809 | $ | 611 | |||||
NOTE 5 AGGREGATE DEFERRED REVENUE AND WARRANTY LIABILITY
Dell records warranty liabilities at the time of sale for the estimated costs that may be incurred under its basic limited warranty. Revenue from extended warranty and service contracts, for which Dell is obligated to perform, is recorded as deferred revenue and subsequently recognized over the term of the contract or when the service is completed. Changes in Dells aggregate deferred revenue and warranty liability are presented in the following table:
| Three Months Ended | ||||||||
| April 30, | May 2, | |||||||
| 2004 | 2003 | |||||||
| (in millions) | ||||||||
|
Aggregate deferred revenue and warranty
liability, at beginning of period
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$ | 2,694 | $ | 2,042 | ||||
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Revenue deferred and costs accrued for new
warranties
|
683 | 601 | ||||||
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Service obligations honored
|
(275 | ) | (232 | ) | ||||
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Amortization of deferred revenue
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(288 | ) | (201 | ) | ||||
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Aggregate deferred revenue and warranty
liability, at end of period
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$ | 2,814 | $ | 2,210 | ||||
| NOTE 6 | DELL FINANCIAL SERVICES |
Dell is currently a partner in Dell Financial Services L.P. (DFS), a joint venture with CIT Group Inc. (CIT). The joint venture allows Dell to provide its customers with various financing alternatives while CIT provides the financing for the transaction between DFS and the customer for certain transactions. In general, DFS facilitates customer financing transactions through either loan or lease financing. The term of the joint venture continues until October 31, 2005.
Dell began consolidating DFSs financial results at the beginning of the third quarter of fiscal 2004 due to the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46). The consolidation of DFS had no impact on Dells net income or earnings per share because Dell has historically been recording its 70% equity interest in DFS under the equity method. In December 2003, the FASB issued FIN 46R, a revision to FIN 46. FIN 46R clarifies some of the provisions of FIN 46 and exempts certain entities from its requirements. FIN 46R did not have a material impact on Dells consolidated results of operations or financial position.
For customers who desire loan financing, Dell sells equipment directly to customers who, in turn, enter into loans with CIT to finance their purchases. Dell recognized revenue of $992 million during the three months ended April 30, 2004 for equipment sold to end-user customers that is financed by CIT loans. For customers who desire lease financing, Dell usually sells the equipment to DFS, and DFS enters into direct financing lease
6
DFS maintains credit facilities with CIT which provide DFS with a funding capacity of up to $1.0 billion. As of April 30, 2004, outstanding advances under these facilities totaled $160 million and are included in other current and non-current liabilities on Dells condensed consolidated statement of financial position.
NOTE 7 SEGMENT INFORMATION
Dell conducts operations worldwide and is managed in three geographic segments: the Americas, Europe, and Asia Pacific-Japan regions. The Americas region, which is based in Round Rock, Texas, covers the U.S., Canada, and Latin America. Within the Americas, Dell is further segmented into Business and U.S. Consumer. The Americas Business segment includes sales to corporate, government, healthcare and education customers while the U.S. Consumer segment includes sales primarily to individual consumers. The European region, which is based in Bracknell, England, covers Europe, 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 Dells reportable segments are the same as those described in the summary of significant accounting policies in its Annual Report on Form 10-K for the fiscal year ended January 30, 2004. Dell allocates resources to and evaluates the performance of its segments based on operating income. Corporate expenses are included in Dells measure of segment operating income for management reporting purposes. The table below presents information about Dells reportable segments for the three months ended April 30, 2004 and May 2, 2003:
| Three Months Ended | |||||||||||
| April 30, | May 2, | ||||||||||
| 2004 | 2003 | ||||||||||
| (in millions) | |||||||||||
|
Net revenue:
|
|||||||||||
|
Americas:
|
|||||||||||
|
Business
|
$ | 5,758 | $ | 4,965 | |||||||
|
U.S. Consumer
|
1,738 | 1,474 | |||||||||
|
Total Americas
|
7,496 | 6,439 | |||||||||
|
Europe
|
2,653 | 2,032 | |||||||||
|
Asia Pacific-Japan
|
1,391 | 1,061 | |||||||||
|
Total net revenue
|
$ | 11,540 | $ | 9,532 | |||||||
|
Operating income:
|
|||||||||||