UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| For the three months ended March 31, 2004 | Commission File Number 0-14371 |
COMPUCOM SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 38-2363156 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 7171 Forest Lane, Dallas, TX | 75230 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (972) 856-3600
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 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x No ¨
The number of shares of the Registrants common stock outstanding as of May 5, 2003 was 50,198,624 shares.
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Index
| Page | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
Financial Statements (unaudited) |
|||
| Condensed Consolidated Balance Sheets March 31, 2004 and December 31, 2003 |
3 | |||
| Condensed Consolidated Statements of Operations Three months ended March 31, 2004 and 2003 |
4 | |||
| Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2004 and 2003 |
5 | |||
| 6 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| Item 3. |
19 | |||
| Item 4. |
19 | |||
| PART II. |
||||
| Item 1. |
20 | |||
| Item 6. |
20 | |||
2
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)
| March 31, 2004 |
December 31, 2003 | |||||
| Assets |
||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 89,565 | $ | 81,145 | ||
| Receivables, net |
141,550 | 213,119 | ||||
| Inventories |
28,335 | 35,612 | ||||
| Other |
4,731 | 4,252 | ||||
| Total current assets |
264,181 | 334,128 | ||||
| Property and equipment, net |
18,973 | 19,134 | ||||
| Goodwill and other intangible assets, net |
106,165 | 106,925 | ||||
| Other |
625 | 533 | ||||
| Total assets |
$ | 389,944 | $ | 460,720 | ||
| Liabilities and Stockholders Equity |
||||||
| Current liabilities: |
||||||
| Accounts payable |
$ | 68,171 | $ | 105,344 | ||
| Accrued liabilities |
45,950 | 81,800 | ||||
| Total current liabilities |
114,121 | 187,144 | ||||
| Deferred income tax liability |
2,478 | 2,008 | ||||
| Stockholders equity: |
||||||
| Preferred stock |
15,000 | 15,000 | ||||
| Common stock |
502 | 501 | ||||
| Additional paid-in capital |
78,302 | 78,015 | ||||
| Retained earnings |
179,541 | 178,052 | ||||
| Total stockholders equity |
273,345 | 271,568 | ||||
| Total liabilities and stockholders equity |
$ | 389,944 | $ | 460,720 | ||
See accompanying notes to condensed consolidated financial statements.
3
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
| Three months ended March 31, | |||||||
| 2004 |
2003 | ||||||
| Revenue: |
|||||||
| Product |
$ | 220,788 | $ | 257,418 | |||
| Service |
79,230 | 72,879 | |||||
| Total revenue |
300,018 | 330,297 | |||||
| Cost of revenue: |
|||||||
| Product |
206,930 | 235,618 | |||||
| Service |
53,051 | 50,306 | |||||
| Total cost of revenue |
259,981 | 285,924 | |||||
| Gross margin |
40,037 | 44,373 | |||||
| Operating expenses: |
|||||||
| Selling |
10,968 | 10,659 | |||||
| Service |
9,427 | 9,251 | |||||
| General and administrative |
13,434 | 14,616 | |||||
| Depreciation and amortization |
3,414 | 4,180 | |||||
| Total operating expenses |
37,243 | 38,706 | |||||
| Earnings from operations |
2,794 | 5,667 | |||||
| Financing expenses, net |
(63 | ) | 85 | ||||
| Earnings before income taxes |
2,857 | 5,582 | |||||
| Income taxes |
1,143 | 2,233 | |||||
| Net earnings |
$ | 1,714 | $ | 3,349 | |||
| Basic and diluted earnings per common share |
$ | .03 | $ | .06 | |||
| Average common shares outstanding: |
|||||||
| Basic |
50,134 | 49,308 | |||||
| Diluted |
52,486 | 51,150 | |||||
See accompanying notes to condensed consolidated financial statements.
4
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
| Three months ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net earnings |
$ | 1,714 | $ | 3,349 | ||||
| Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
3,414 | 4,180 | ||||||
| Deferred income taxes |
488 | 983 | ||||||
| Changes in assets and liabilities: |
||||||||
| Receivables |
71,569 | 53,292 | ||||||
| Inventories |
7,277 | 4,394 | ||||||
| Other current assets |
(542 | ) | (397 | ) | ||||
| Accounts payable |
(37,173 | ) | (31,229 | ) | ||||
| Accrued liabilities and other |
(35,930 | ) | (21,282 | ) | ||||
| Net cash provided by operating activities |
10,817 | 13,290 | ||||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(2,460 | ) | (2,327 | ) | ||||
| Net cash used in investing activities |
(2,460 | ) | (2,327 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Issuance of common stock |
288 | 72 | ||||||
| Preferred stock dividends |
(225 | ) | (225 | ) | ||||
| Net cash provided by (used in) financing activities |
63 | (153 | ) | |||||
| Net increase in cash and cash equivalents |
8,420 | 10,810 | ||||||
| Cash and cash equivalents at beginning of period |
81,145 | 128,039 | ||||||
| Cash and cash equivalents at end of period |
$ | 89,565 | $ | 138,849 | ||||
See accompanying notes to condensed consolidated financial statements.
5
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2004
(unaudited)
| (1) | General |
These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the summary of significant accounting policies and notes thereto included in the 2003 Annual Report on Form 10-K for CompuCom Systems, Inc. (CompuCom or the Company). The information furnished is unaudited but reflects all adjustments, consisting only of normal recurring accruals, which are in the opinion of management necessary for a fair presentation of the results for these interim periods. Interim results are not necessarily indicative of results expected for the full year.
| (2) | Contingencies |
CompuCom is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, these matters are not material.
| (3) | Earnings per share |
In accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, basic earnings per common share have been computed based on net earnings after preferred stock dividend requirements and the weighted average number of common shares outstanding during each period. Diluted earnings per common share assumes conversion of dilutive convertible securities into common stock at the later of the beginning of the period or date of issuance and includes the add-back of related dividends, as required. Diluted earnings per common share also assumes the exercise of all options with an exercise price below the average market price of the Companys stock, at the later of the beginning of the period or date of issuance, regardless of whether the options are vested or not. Earnings per common share have been computed as follows (in thousands, except per share data):
| Three months ended March 31, 2004 | |||||||||
| Earnings (Numerator) |
Shares (Denominator) |
EPS | |||||||
| Net earnings |
$ | 1,714 | |||||||
| Less: Preferred stock dividends |
(225 | ) | |||||||
| Basic EPS |
|||||||||
| Earnings available to common shareholders |
1,489 | 50,134 | $ | .03 | |||||
| Effect of dilutive securities |
|||||||||
| Stock options |
2,294 | ||||||||
| Employee stock purchase plan |
58 | ||||||||
| Diluted EPS |
|||||||||
| Earnings available + assumed conversions |
$ | 1,489 | 52,486 | $ | .03 | ||||
6
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2004
(unaudited)
| Three months ended March 31, 2003 | |||||||||
| Earnings (Numerator) |
Shares (Denominator) |
EPS | |||||||
| Net earnings |
$ | 3,349 | |||||||
| Less: Preferred stock dividends |
(225 | ) | |||||||
| Basic EPS |
|||||||||
| Earnings available to common shareholders |
3,124 | 49,308 | $ | .06 | |||||
| Effect of dilutive securities |
|||||||||
| Stock options |
1,776 | ||||||||
| Employee stock purchase plan |
66 | ||||||||
| Diluted EPS |
|||||||||
| Earnings available + assumed conversions |
$ | 3,124 | 51,150 | $ | .06 | ||||
CompuCom has excluded 2,417,657 and 3,979,300 shares from its calculations of diluted earnings per share for the three months ended March 31, 2004 and 2003, respectively, as they are considered anti-dilutive.
| (4) | Stock-Based Compensation |
CompuCom uses the intrinsic-value method as provided by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees in accounting for its various fixed stock option plans and its employee stock purchase plan (ESPP) and provides pro forma disclosures of the compensation expense determined under the fair value provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. Accordingly, CompuCom did not recognize compensation expense upon the issuance of its stock options because the option terms were fixed and the exercise price equaled the market price of CompuComs common stock on the date of grant.
7
COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2004
(unaudited)
The following table displays the effect on net earnings and earnings per share had the fair value method been applied during each period presented (in thousands, except per share data):
| Three months ended March 31, | ||||||||
| 2004 |
2003 | |||||||
| Net earnings as reported |
$ | 1,714 | $ | 3,349 | ||||
| Stock-based compensation excluded from reported net earnings, net of tax |
198 | 412 | ||||||
| Pro forma net earnings |
$ | 1,516 | $ | 2,937 | ||||
| Basic earnings per share |
As reported |
$ | .03 | $ | .06 | |||
| Pro forma | $ | .03 | $ | .06 | ||||
| Diluted earnings per share |
As reported |
$ | .03 | $ | .06 | |||
| Pro forma | $ | .02 | $ | .05 | ||||
| (5) | Goodwill and Other Intangible Assets |
Intangible assets with definite useful lives are amortized over their respective estimated useful lives to their estimated residual values. The following table provides a summary of CompuComs intangible assets with definite useful lives as of March 31, 2004 and December 31, 2003 (in thousands):
| March 31, 2004 | |||||||||||
| Amortization Period |
Gross Carrying Value |
Accumulated Amortization |
Net | ||||||||
| Customer-related |
6 11 years | $ | 15,467 | $ | 12,071 | $ | 3,396 | ||||
| Contract-related |
24 36 months | 2,840 | 2,324 | 516 | |||||||
| Total |
$ | 18,307 | $ | 14,395 | $ | 3,912 | |||||
| December 31, 2003 | |||||||||||
| Amortization Period |
|||||||||||