<PAGE> 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 March 31, 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. [ ] Yes [X] No
As of June 20, 1997, the registrant had outstanding 39,952,920 shares of
Class A Common Stock and 50,000 shares of Class B Common Stock.
1
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PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended March 31, 1997
INDEX PAGE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets as
of March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6-7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-9
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS. 10
ITEM 2: CHANGES IN SECURITIES. 10
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
EXHIBIT INDEX 12
2
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ITEM 1. FINANCIAL STATEMENTS
PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 32,100 $ 27,516
Accounts receivable, net 108,851 113,804
Prepaid expenses and other 11,534 9,450
Deferred income taxes 25,131 25,935
-------- --------
Total current assets 177,616 176,705
Property, equipment and purchased software, net 41,991 35,748
Investments in and advances to unconsolidated affiliates 9,204 6,582
Other assets 15,909 13,212
-------- --------
Total assets $244,720 $232,247
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities on capital lease
obligations and long-term debt $ 2,526 $ 2,377
Short-term debt 10,000 138
Accrued liabilities 92,931 82,973
Accrued compensation 5,553 20,240
Other current liabilities 50,614 48,985
-------- --------
Total current liabilities 161,624 154,713
Capital lease obligations and long-term debt,
less current maturities 2,140 2,796
Other long-term liabilities 3,298 3,976
-------- --------
Total liabilities 167,062 161,485
-------- --------
Stockholders' equity:
Common stock 403 396
Other stockholders' equity 77,255 70,366
-------- --------
Total stockholders' equity 77,658 70,762
-------- --------
Total liabilities and stockholders' equity $244,720 $232,247
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
---------- ----------
<S> <C> <C>
Contract revenue $ 169,071 $ 136,764
Costs and expenses:
Direct cost of services 129,714 107,280
Selling, general and administrative expenses 30,465 19,086
---------- ----------
Operating income 8,892 10,398
Interest income 659 507
Interest expense (227) (125)
Equity in losses of unconsolidated affiliates, net (27) (78)
Other income/(expense), net 1,574 (13)
---------- ----------
Income before taxes 10,871 10,689
Provision for income taxes 4,188 5,232
---------- ----------
Net income $ 6,683 $ 5,457
========== ==========
Net income attributed to common shareholders $ 6,683 $ 5,308
========== ==========
Primary and fully diluted earnings per common share:
Earnings per common share $ 0.12 $ 0.11
========== ==========
Weighted average common shares
outstanding 57,860 48,669
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,683 $ 5,457
Adjustments to reconcile net income to net cash
provided by operating activities
Adjustments for non-cash items 5,614 2,781
Changes in current assets 5,989 (11,625)
Changes in current liabilities (5,721) 31,990
---------- ----------
Net cash provided by operating activities 12,565 28,603
Cash flows from investing activities:
Purchase of property, equipment and software (10,610) (4,486)
Proceeds from sale of property, equipment and software 501 384
Investments in and advances to unconsolidated affiliates (2,033) (304)
Acquisition of businesses, net of cash acquired of $850 (2,550) --
---------- ----------
Net cash used in investing activities (14,692) (4,406)
---------- ----------
Cash flows from financing activities:
Principal payments on debt and
capital lease obligations (850) (627)
Short-term borrowings 10,000 --
Proceeds from issuance of common stock 520 1,237
Repayment of stockholder notes receivable 66 1,065
Repurchase of treasury stock (1,389) --
---------- ----------
Net cash provided by financing activities 8,347 1,675
---------- ----------
Effect of exchange rate changes on cash and cash equivalents (1,636) (518)
---------- ----------
Net increase in cash and cash equivalents 4,584 25,354
Cash and cash equivalents at beginning of period 27,516 17,357
---------- ----------
Cash and cash equivalents at end of period $ 32,100 $ 42,711
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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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 period ended March 31,
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. ACQUISITIONS
During the first quarter of 1997, the Company completed three business
acquisitions accounted for under the purchase method of accounting.
Collectively, total consideration included $3,400 in cash and 190,000 shares of
the Company's Class A Common Stock, valued at $1,180. 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.
The Company invested an additional $1,033 in an existing unconsolidated limited
partnership and purchased an interest in another unconsolidated entity for
$1,000 during the three months ended March 31, 1997.
6
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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. BORROWINGS
At March 31, 1997, there was a balance of $10,000 outstanding on the Company's
$40,000 line of credit.
NOTE 5. STOCKHOLDERS' EQUITY
Significant changes in stockholders' equity included the issuance of 683,838
shares of the Company's Class A Common Stock resulting in an increase to
paid-in-capital of $2,423, a net repurchase of 718,782 shares of the Company's
Class A Common Stock totaling $1,640, a reduction of $1,176 in the cumulative
currency translation adjustment, and an increase of $6,683 in retained earnings
representing net income for the period. At March 31, 1997 there were 39,595,543
shares of the Company's Class A Common Stock outstanding and 718,782 shares
held in treasury.
NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest expense was $227 and $125 for the periods ended March
31, 1997 and 1996, respectively. Cash paid for income taxes was $2,597 and $373
for the same periods.
NOTE 7. SUBSEQUENT EVENT
On April 24, 1997, the Company concluded the renegotiation of the terms of its
strategic alliance with Swiss Bank, initially entered into in January 1996. For
more information, refer to Note 17 of the Company's annual financial statements
included in the Company's registration statement on Form 10 filed with the
Securities and Exchange Commission on April 30, 1997, as amended.
7
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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 1997 and 1996
Contract revenue increased in the first quarter of 1997 by 24% to $169.1
million from $136.8 million in the first quarter of 1996, due primarily to
$14.6 million in revenue from sales to new clients, $9.0 million in revenue
growth from Swiss Bank, and $10.0 million in revenue from businesses acquired
since the third quarter of 1996.
Domestic contract revenue grew by 29% in the first quarter of 1997 to
$111.1 million from $85.8 million in the first quarter of 1996, and increased
slightly as a percentage of total contract revenue to 66% from 63% over the
same periods.
Non-domestic contract revenue, comprised of European and Asian operations,
grew by 14% in the first quarter of 1997 to $58.0 million from $51.0 million in
the first quarter of 1996, and declined as a percent of total contract revenue
to 34% from 37% over the same periods.
Direct cost of services increased in the first quarter of 1997 by 21% to
$129.7 from $107.3 million in the first quarter of 1996, due primarily to
growth in the Company's business. Selling, general and administrative expenses
("SG&A") increased in the first quarter of 1997 by 60% to $30.5 million from
$19.1 million in the first quarter of 1996, due to the addition of key
executives, expansion of the sales force, and staff growth in administrative
support areas such as communications, finance, human resources, legal,
marketing and internal systems.
Other income (expense) increased in the first quarter of 1997 to $1.6
million from an expense of $13,000 in the first quarter of 1996, primarily
due to the 1997 recognition of foreign exchange gains and gains on asset sales.
Operating income decreased in the first quarter of 1997 to $8.9 million
from $10.4 million in the first quarter of 1996, and operating margin declined
to 5.2% from 7.6%. Net income margin in the first quarter of 1997 remained
constant at 4% compared to the prior year period.
8
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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities decreased to $12.6 million from $28.6
million for the periods ended March 31, 1997 and 1996 , respectively. The first
quarter of 1996 reflected an unusual increase in current liabilities related to
the inception of a large new contract offset in part by an increase in current
assets. For the first quarter of 1997, the net change in current assets and
liabilities was not significant.
Net cash used in investing activities was $14.7 million for the first
quarter of 1997, compared to $4.4 million for the first quarter of 1996.
Expenditures for computer and communication equipment during the first quarter
of 1997 totaled approximately $10.6 million compared to approximately $4.5
million in the prior year period, reflecting staff increases and general
business growth. Additionally, in the first quarter 1997, net cash used for
business interests acquired was approximately $2.6 million and net cash used to
acquire minority interests in several business ventures was $2.0 million.
For the first quarter of 1997, net cash provided by financing activities
was approximately $8.3 million, compared to approximately $1.7 million for the
first quarter of 1996. This increase was due primarily to a $10.0 million
borrowing on the Company's line of credit, which was offset in part by the
repurchase of $1.4 million in shares of the Company's Class A Common Stock,
held as treasury stock at March 31, 1997.
In August 1996, the Company's credit line was increased from $10.0 million
to $40.0 million. At March 31, 1997, $10.0 million was outstanding on the line.
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 during the remainder of 1997 and 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
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PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended March 31, 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.
The Company has issued 332,500 shares of its Class A Common Stock
("Class A Shares") under its restricted stock plan and options to purchase an
additional 2,810,182 Class A Shares to its employees from January 1, 1997 to
March 31, 1997. Class A Shares were sold at the fair value of such shares at
the time of sale and the exercise price of each option was the fair value at
the time of the grant of the option. The Company sold all 332,530 Class A
Shares issued under its restricted stock plan to employees at a price equal to
$3.75 per share. From January 1, 1997 to March 31, 1997, an additional 208,952
Class A Shares were sold to employees upon the exercise of employee stock
options at prices ranging from $.50 per share to $1.75 per share. The Company
issued options to purchase 2,700,182 shares with an exercise price of $3.75 per
share and options to purchase 110,000 shares at an exercise price of $6.75 per
share. The Company relied on Rule 701 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), or Section 4(2) of the Securities Act
with respect to all sales and offers of its securities to its employees and
directors. The Company also issued 128,795 Class A Shares deemed to have a fair
value of $4.90 to its 401(k) plan as a portion of the Company's 1996 matching
contribution.
From January 1, 1997 to March 31, 1997, the Company has issued 190,000
Class A Shares in connection with the acquisition of two businesses by the
Company. The Company issued 120,000 shares deemed to have a fair value of $4.90
per share and 70,000 shares deemed to have a fair value of $8.45 per share. The
Company relied on Section 4(2) of the Securities Act with respect to such
issuances.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
Exhibit No. Document
----------- -----------------------
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
March 31, 1997.
10
<PAGE> 11
PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended March 31, 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: June 30, 1997 By /s/ TERRY ASHWILL
-----------------------------------
Terry Ashwill
Vice President and
Chief Financial Officer
By /s/ JOHN J. VONESH
-----------------------------------
John J. Vonesh
Controller and Principal
Accounting Officer
11
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PEROT SYSTEMS CORPORATION
FORM 10-Q
For the Quarter Ended March 31, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
11 Computation of Earnings per Common Share.
27 Financial Data Schedule as of March 31, 1997.
12
<PAGE> 1
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
(Dollars and share amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
---------- ----------
<S> <C> <C>
Net income ................................................. $ 6,683 $ 5,457
Preferred stock dividend ................................... -- (149)
Modified treasury stock method adjustment .................. 284 190
---------- ----------
$ 6,967 $ 5,498
========== ==========
Average common shares outstanding .......................... 39,605 35,243
Common stock equivalents ................................... 18,255 13,426
---------- ----------
Weighted average common shares outstanding ................. 57,860 48,669
========== ==========
Primary and fully diluted earnings per common share ........ $ 0.12 $ 0.11
========== ==========
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 32,100
<SECURITIES> 0
<RECEIVABLES> 115,055
<ALLOWANCES> 6,204
<INVENTORY> 0
<CURRENT-ASSETS> 177,616
<PP&E> 84,478
<DEPRECIATION> 50,026
<TOTAL-ASSETS> 244,720
<CURRENT-LIABILITIES> 161,624
<BONDS> 0
0
0
<COMMON> 403
<OTHER-SE> 77,255
<TOTAL-LIABILITY-AND-EQUITY> 244,720
<SALES> 169,071
<TOTAL-REVENUES> 169,071
<CGS> 129,714
<TOTAL-COSTS> 160,152
<OTHER-EXPENSES> (1,574)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 227
<INCOME-PRETAX> 10,871
<INCOME-TAX> 4,188
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,683
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
</TABLE>
