1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1997
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 0-22495
PEROT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2230700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12377 MERIT DRIVE, SUITE 1100
DALLAS, TEXAS 75251
(Address of principal executive offices) (Zip Code)
(972) 383-5600
Registrant's telephone number, including area code
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. [X ]Yes [ ] No
As of November 7, the registrant had outstanding 38,241,105 shares of Class A
Common Stock and 50,000 shares of Class B Common Stock.
2
PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended September 30, 1997
INDEX Page
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 1997 and
December 31, 1996 1
Condensed Consolidated Statements of Operations for the three months
and nine months ended September 30, 1997 and 1996 2
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1997 and 1996 3
Notes to Condensed Consolidated Financial Statements 4-6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7-9
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS. 10
ITEM 2: CHANGES IN SECURITIES. 10
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
EXHIBIT INDEX 12
i
3
ITEM 1. FINANCIAL STATEMENTS
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
September 30, December 31,
1997 1996
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 13,034 $ 27,516
Accounts receivable, net 127,959 113,804
Prepaid expenses and other 14,631 9,450
Deferred income taxes 20,206 25,935
------------ ------------
Total current assets 175,830 176,705
Property and equipment, net 41,814 29,335
Purchased software, net 9,096 6,413
Investments in and advances to unconsolidated affiliates 11,362 6,582
Other assets 29,985 13,212
------------ ------------
Total assets $ 268,087 $ 232,247
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities on capital lease obligations and long-term
debt $ 1,819 $ 2,377
Accounts payable 18,788 13,943
Short-term debt 25,000 138
Income taxes payable 4,374 13,039
Accrued liabilities 92,214 82,973
Deferred revenue 15,739 22,003
Accrued compensation 12,184 20,240
------------ ------------
Total current liabilities 170,118 154,713
Capital lease obligations and long-term debt, less current
maturities 1,625 2,796
Other long-term liabilities 2,905 3,976
------------ ------------
Total liabilities 174,648 161,485
------------ ------------
Stockholders' equity:
Common stock
406 396
Other stockholders' equity 93,033 70,366
------------ ------------
Total stockholders' equity 93,439 70,762
------------ ------------
Total liabilities and stockholders' equity $ 268,087 $ 232,247
============ ============
The accompanying notes are an integral part of these financial statements.
1
4
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three months ended September 30, Nine months ended September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
Contract revenue $ 202,784 $ 151,260 $ 556,867 $ 428,252
Costs and expenses
Direct cost of services 158,491 116,384 437,688 333,100
Selling, general and administrative expenses 34,798 26,343 97,911 65,607
------------- ------------- ------------- -------------
Operating income 9,495 8,533 21,268 29,545
Interest income 389 636 1,312 1,895
Interest expense (453) (392) (953) (604)
Equity in earnings (losses) of affiliates 489 (78) 716 (234)
Other income/(expense), net (334) 39 1,324 84
------------- ------------- ------------- -------------
Income before taxes 9,586 8,738 23,667 30,686
Provision for income taxes 4,074 4,277 10,058 15,020
------------- ------------- ------------- -------------
Net income $ 5,512 $ 4,461 $ 13,609 $ 15,666
============= ============= ============= =============
Net income attributed to common shareholders $ 5,512 $ 4,312 $ 13,609 $ 15,219
Primary and fully diluted earnings per common share:
Earnings per common share $ 0.11 $ 0.08 $ 0.26 $ 0.31
Weighted average common shares
outstanding 53,426 53,333 55,380 50,185
The accompanying notes are an integral part of these financial statements.
2
5
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Nine months ended September 30,
1997 1996
----------- -----------
Cash flows from operating activities:
Net income $ 13,609 $ 15,666
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 24,764 12,174
Other noncash items 5,317 (6,042)
Changes in current assets (13,659) (31,829)
Changes in current liabilities (14,343) 72,213
----------- -----------
Net cash provided by operating activities 15,688 62,182
----------- -----------
Cash flows from investing activities:
Purchase of property, equipment and software (33,916) (13,048)
Proceeds from sale of property, equipment and software 538 384
Investments in and advances to unconsolidated affiliates (3,592) (4,184)
Acquisition of businesses, net of cash acquired of $650 in 1997 and $149 in 1996 (13,334) (2,106)
Acquisition of intellectual property rights (6,322) --
----------- -----------
Net cash used in investing activities (56,626) (18,954)
----------- -----------
Cash flows from financing activities:
Principal payments on debt and
capital lease obligations (3,182) (2,619)
Short-term borrowings 25,000 --
Proceeds from issuance of common stock 897 3,956
Proceeds from sale of stock options 8,139 --
Repayment of stockholder notes receivable 262 1,132
Proceeds from issuance of treasury stock 414 154
Repurchase of treasury stock (1,852) (79)
Redemption of preferred stock -- (8,500)
Dividends paid on preferred stock -- (893)
----------- -----------
Net cash provided by (used in) financing activities 29,678 (6,849)
----------- -----------
Effect of exchange rate changes on cash and cash equivalents (3,222) 1
----------- -----------
Net (decrease) increase in cash and cash equivalents (14,482) 36,380
Cash and cash equivalents at beginning of period 27,516 17,357
----------- -----------
Cash and cash equivalents at end of period $ 13,034 $ 53,737
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
6
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. GENERAL
The accompanying unaudited interim condensed consolidated financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission ("SEC"). The interim condensed consolidated
financial statements include the consolidated accounts of Perot Systems
Corporation and its majority-owned subsidiaries (collectively, "the Company")
with all significant inter-company transactions eliminated. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair statement of the financial position, results of operations
and cash flows for the interim periods presented have been made. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles ("GAAP")
have been condensed or omitted pursuant to such SEC rules and regulations.
These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1996 as filed in the
Company's Registration Statement on Form 10 filed with the SEC on April 30,
1997, as amended. Operating results for the three month and nine month periods
ended September 30, 1997 are not necessarily indicative of the results for the
year ending December 31, 1997. Dollar amounts presented are in thousands,
except as otherwise noted.
NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share,"
effective for fiscal years ending after December 15, 1997. SFAS 128 replaces
the presentation of primary earnings per common share with basic earnings per
share, with the principal difference being that common stock equivalents are
not considered in computing basic earnings per share. SFAS 128 also eliminates
the modified treasury stock method, and requires reconciliation of the
numerator and denominator used in computing basic and diluted earnings per
share. The Company has not yet determined the effect of SFAS 128 on the
Company's earnings per share.
NOTE 3. BUSINESS ACQUISITIONS AND ASSET PURCHASE
The Company completed a total of six acquisitions under the purchase method of
accounting in the nine months ended September 30, 1997. Collectively, total
consideration paid and goodwill recorded were:
Nine months ended
September 30, 1997
------------------
Cash $ 13,984
Shares of Class A Common Stock 2,701
-----------
Total Consideration 16,685
Less: Fair Market Value of
Net Assets Acquired 3,755
-----------
Goodwill $ 12,930
===========
The Company issued 370,000 shares of Class A Common Stock for the nine months
ended September 30, 1997 in connection with these acquisitions.
4
7
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Goodwill of $16,763 and $7,294 was included in other non-current assets as of
September 30, 1997 and December 31, 1996, respectively.
On the basis of a pro forma consolidation of the results of operations as if
the acquisitions had taken place on January 1, 1996 and January 1, 1997, the
impact on revenue, net income and earnings per share would not have been
material.
In July 1997, the Company acquired certain assets of Nets, Inc., an Internet
development company in bankruptcy, for $8,754 in cash. Included in the asset
purchase were $2,432 of property and equipment and $6,322 of intellectual
property rights. During the quarter ended September 30, 1997, the Company
expensed $2,000 of the $6,322 in intellectual property rights as purchased
research and development. This amount represented an estimate of the fair
market value of development costs related to software for which technological
feasibility had not been established and for which there was no alternative
future use.
NOTE 4. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
The Company contributed $500 in additional capital to HCL Perot Systems N.V., a
related party, during the third quarter of 1997 for a total investment of
$1,254 at September 30, 1997.
The Company invested an additional $59 and $1,586 in an unconsolidated limited
partnership during the three months and nine months ended September 30, 1997,
respectively. Immaterial interests in other unconsolidated entities were
purchased during the three months ended September 30, 1997 with one purchase of
$1,000 made during the nine months ended September 30, 1997.
NOTE 5. BORROWINGS
At September 30, 1997, there was a balance of $25,000 outstanding on the
Company's $40,000 line of credit.
NOTE 6. STOCKHOLDERS' EQUITY
September 30, December 31,
1997 1996
------------ ------------
Common stock $ 406 $ 396
Additional paid-in-capital 59,572 51,461
Retained earnings 41,439 27,830
Cumulative translation adjustment (617) 1,009
Notes receivable from stockholders (3,616) (4,286)
Contract rights -- (4,342)
Deferred compensation -- (1,306)
Treasury stock (3,745) --
------------ ------------
Total stockholders' equity $ 93,439 $ 70,762
============ ============
5
8
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The primary factor causing an increase in paid-in-capital was the renegotiation
of the terms of the strategic alliance with Swiss Bank in April 1997. The
renegotiated terms of the alliance resulted in the issuance of 3,617,160
options to purchase Class B Common Stock for cash consideration of $8,139. The
contract rights relating to the original Swiss Bank agreement were eliminated
with an offsetting reduction in paid-in-capital for the unamortized balance of
$4,146 at March 31, 1997. Additionally, paid-in-capital was increased by $2,697
in connection with the issuance of common shares for business acquisitions and
by $1,436 for a net issuance of stock under benefit plans. The $3,745 increase
in treasury stock was due in part to a repurchase of 1,400,000 shares from the
Company's former President and Chief Executive Officer, upon resignation (see
Note 8), totaling $1,830 (offset against outstanding notes receivable) and
873,000 shares totaling $1,915 (net of issuances) from other employees. The
total elimination of deferred compensation was also related to the repurchase
of shares from the former President and Chief Executive Officer.
NOTE 7. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest expense was $392 and $235 for the three months ended
September 30, 1997 and 1996 and $815 and $447 for the nine months ended
September 30, 1997 and 1996, respectively. Cash paid for income taxes was
$5,115 and $10,747 for the three month period and $15,644 and $18,318 for the
nine month period ended September 30, 1997 and 1996, respectively.
NOTE 8. RESIGNATION OF THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER
During the quarter ended September 30, 1997, $1,977 of severance related
expenses (including $191 of deferred compensation) were incurred primarily in
connection with the July 1997 resignation of the Company's President and Chief
Executive Officer. The Company also made a non-cash repurchase of 1,400,000
shares of common stock through a reduction of $1,830 in outstanding notes
receivable. Accordingly, the unamortized balance of deferred compensation was
reclassified to additional paid-in-capital.
6
9
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of the three months ended September 30, 1997 and 1996
Contract revenue increased in the third quarter of 1997 by 34% to
$202.8 million from $151.3 million in the third quarter of 1996, due to $20.1
million in revenue from businesses acquired, $15.9 million in revenue growth
from Swiss Bank, and a $15.5 million increase in revenue from other business.
Domestic contract revenue grew by 19% in the third quarter of 1997 to
$126.5 million from $105.9 million in the third quarter of 1996, but declined
as a percentage of total contract revenue to 62% from 70% over the same
periods.
Non-domestic contract revenue, consisting of European and Asian
operations, grew by 68% in the third quarter of 1997 to $76.3 million from
$45.4 million in the third quarter of 1996, and increased as a percentage of
total contract revenue to 38% from 30% over the same periods.
Direct cost of services increased in the third quarter of 1997 by 36%
to $158.5 from $116.4 million in the third quarter of 1996, due to general
business growth. Selling, general and administrative expenses ("SG&A")
increased in the third quarter of 1997 by 32% to $34.8 million from $26.3
million in the third quarter of 1996, due primarily to expansion of the sales
force, staff growth in management and administrative support areas, a one-time
charge of $2.0 million for severance costs associated with the July 1997
resignation of the President and Chief Executive Officer, $2.0 million of
purchased research and development expense (see Note 3 to the condensed
consolidated financial statements), and $1.7 million of goodwill amortization
associated with businesses acquired.
As a result of the factors noted above, operating income increased in
the third quarter of 1997 to $9.5 million from $8.5 million in the third
quarter of 1996, and operating margin declined to 4.7% from 5.6%. Net income
margin in the third quarter of 1997 decreased to 2.7% from 2.9% over the same
period in 1996.
Comparison of the nine months ended September 30, 1997 and 1996
Contract revenue increased in the nine months ended September 30, 1997
by 30% to $556.9 million from $428.3 million in the nine months ended September
30, 1996, due primarily to $48.6 million in revenue from businesses acquired,
$42.7 million in revenue growth from Swiss Bank, and a $37.3 million increase
in revenue from other business.
7
10
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Domestic contract revenue grew by 24% in the nine months ended
September 30, 1997 to $357.8 million from $289.6 million in the nine months
ended September 30, 1996, but declined as a percentage of total contract
revenue to 64% from 68% over the same periods.
Non-domestic contract revenue, consisting of European and Asian
operations, grew by 44% in the nine months ended September 30, 1997 to $199.1
million from $138.7 million in the nine months ended September 30, 1996, and
increased as a percentage of total contract revenue to 36% from 32% over the
same periods.
Direct cost of services increased in the nine months ended September
30, 1997 by 31% to $437.7 million from $333.1 million in the nine months ended
September 30, 1996, due primarily to general business growth. SG&A increased in
the nine months ended September 30, 1997 by 49% to $97.9 million from $65.6
million in the nine months ended September 30, 1996, due to expansion of the
sales force and staff growth in management and administrative support areas.
As a result of SG&A growth, operating income decreased in the nine
months ended September 30, 1997 to $21.3 million from $29.5 million in the nine
months ended September 30, 1996, and operating margin declined to 3.8% from
6.9%. Net income margin in the nine months ended September 30, 1997 decreased
to 2.4% from 3.7% over the same period in 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities decreased to $15.7 million from
$62.2 million for the nine month periods ended September 30, 1997 and 1996,
respectively. The first nine months of 1996 reflected an unusual increase in
current liabilities, related in part to the Swiss Bank contract and other
business growth. During the first nine months of 1997, depreciation and
amortization increased by $12.6 million due to increased purchases of property
and equipment and the increase in goodwill amortization from acquired
businesses.
Net cash used in investing activities was $56.6 million for the first
nine months of 1997, compared to $19.0 million for the first nine months of
1996. Expenditures for property and equipment during the first nine months of
1997 totaled $33.9 million compared to $13.0 million in the prior year period,
reflecting staff increases and general business growth. Cash paid for new
businesses acquired was $13.3 million during the first nine months of 1997
compared with $2.1 million in the prior year period. The Company also paid $6.3
million to Nets, Inc. during the first nine months of 1997 for intellectual
property rights and other intangible assets (see Note 3 to the condensed
consolidated financial statements).
8
11
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
For the first nine months of 1997, net cash provided by financing
activities was approximately $29.7 million, compared to net cash used in
financing activities of $6.8 million for the first nine months of 1996. This
change was due in part to a $25.0 million increase in the amount outstanding on
the Company's $40.0 million line of credit. In addition, there was an $8.1
million sale of stock options to Swiss Bank in 1997, and an $8.5 million
redemption of preferred stock in 1996.
The Company maintained its existing credit line of $40.0 million
throughout 1997 and as of September 30, 1997, $25.0 million were outstanding.
The Company anticipates that cash flows from operating activities and
unused borrowing capacity under its existing line of credit will provide
sufficient funds to meet its needs for the remainder of 1997. Significant
growth in the Company's business in 1998 could result in the need for private
or public offerings of debt or equity instruments of the Company to provide the
funds necessary to support its growth.
9
12
PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended September 30, 1997
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is, from time to time, involved in various litigation
matters arising in the ordinary course of its business. The Company believes
that the resolution of currently pending legal proceedings, either individually
or taken as a whole, will not have a material adverse effect on the Company's
consolidated financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
Exhibit No. Document
----------- --------------------------
10.33 Form of Stock Option Agreement for the Perot
Systems Corporation 1991 Stock Option Plan
11 Computation of Earnings per Common Share
27 Financial Data Schedule
(b) Reports of Form 8-K
No reports were filed on Form 8-K during the three months
ended September 30, 1997.
10
13
PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended September 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEROT SYSTEMS CORPORATION
(Registrant)
Date: November 14, 1997 By /s/ TERRY ASHWILL
--------------------------------
Terry Ashwill
Vice President, Chief Financial and
Principal Accounting Officer
11
14
PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended September 30, 1997
EXHIBIT INDEX
Exhibit No. Description
----------- ---------------------------------------------------
10.33 Form of Stock Option Agreement for the Perot
Systems Corporation 1991 Stock Option Plan
11 Computation of Earnings per Common Share.
27 Financial Data Schedule as of September 30, 1997.