-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R4K/6e+5KQ8UTsup0B0Xla9SZvM683WapAPC7ziKB2WC0f+zk2K2XbGvQN3YG7/k 5b+sfE//sq3eCz8M5Pa/9A== /in/edgar/work/20000727/0000722487-00-000025/0000722487-00-000025.txt : 20000921 0000722487-00-000025.hdr.sgml : 20000921 ACCESSION NUMBER: 0000722487-00-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000725 ITEM INFORMATION: FILED AS OF DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMDISCO INC CENTRAL INDEX KEY: 0000722487 STANDARD INDUSTRIAL CLASSIFICATION: [7377 ] IRS NUMBER: 362687938 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07725 FILM NUMBER: 679698 BUSINESS ADDRESS: STREET 1: 6111 N RIVER RD CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476983000 MAIL ADDRESS: STREET 1: 6111 NOTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 8-K 1 0001.txt 8K SUBMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed pursuant to Section 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 July 26,2000 Date of Earliest Event Reported COMDISCO, INC. (a Delaware Corporation) 6111 North River Road Rosemont, Illinois 60018 Telephone (847) 698-3000 Commission file number 1-7725 I.R.S. Employer Identification Number 36-2687938 -1- Item 5 Other Events On July 26, 2000, Comdisco, Inc announced third quarter and nine months ended June 30, 2000 operating results. Item 7 Financial Statements and Exhibits (c) Exhibits 99.1 Safe Harbor Statement 99.2 Consolidated Statements of Earnings For the Three and Nine Months ended June 30, 2000 and 1999. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. COMDISCO, INC. Date: July 26, 2000 by: /s/David J. Keenan ------------------ David J. Keenan Senior Vice President and Controller -3- Exhibit 99.1 Note on Forward-Looking Information The company believes that certain statements herein and in the future filings by the company with the Securities and Exchange Commission and in the company's written and oral statements made by or with the approval of an authorized executive officer constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the company intends that such forward-looking statements be subject to the safe harbors created thereby. The words and phrases "looking ahead," "we are confident," "should be," "will be," "predicted," "believe," "expect" and "anticipate" and similar expressions identify forward-looking statements. These forward-looking statements reflect the company's current views with respect to future events and financial performance, but are subject to many uncertainties and factors relating to the company's operations and business environment which may cause the actual results of the company to be materially different from any future results expressed or implied by such forward-looking statements. The following lists some of the factors, which could cause results to differ from expectations. As a result of the evolving nature of its services business, the company has limited meaningful historical data in which to base its planned operating expenses. A significant portion of the company's expense levels are based in part on its expectations as to future services revenues, and, to a large extent, are fixed. To attain its services earnings contribution goals for fiscal 2000, the company will have to meet its obligations under the agreements underlying its sales backlog. Also, the company must expand its contract subscription base (through new contract signings and contract renewals), increase its revenues through other technology services, primarily managed network services, web availability services, and IT CAP Solutions, and contain costs. The company's ability to obtain new business and realize revenue on its sales backlog depends on its ability to anticipate technological changes, develop services to meet customer requirements on a global basis and achieve delivery of services that meet customer requirements on a domestic and global basis. In addition, with respect to new business opportunities, the company must successfully compete with organizations offering similar services. Securities held by Comdisco Ventures are generally subject to lockups restricting its ability to sell until several months after an initial public offering. The public market for high technology and other emerging growth companies is extremely volatile. Such volatility may adversely affect the ability of the company to dispose of the securities held by Comdisco Ventures and the value of those securities on the date of sale. Prism is a start up company that has incurred operating losses since inception and the company expects that Prism's operating losses will continue to increase as it constructs its communications network. There can be no assurance that in the future Prism will be profitable on a quarterly or annual basis. In addition, Prism will require substantial additional capital to support its data network, to expand its services, to increase its sales and marketing efforts and to support its growth. Prism operates in a highly regulated environment and changes in regulatory policy could adversely impact Prism. Additional factors that would cause results to differ are discussed in the company's Form 10-Q for the quarter ended March 31, 2000. The company undertakes no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future events or otherwise. -4- Exhibit 99.2 Comdisco, Inc. Consolidated Statements of Earnings For the Three and Nine Months Ended June 30, 2000 and 1999 (dollars in millions except per share data)
Three months ended Nine months ended June 30, June 30, % June 30, June 30, % 2000 1999 +/- 2000 1999 +/- ---- ---- ---- ----- ----- ---- Revenue Leasing Operating ................................... $ 414 $ 443 -7% $1,288 $1,481 -13% Direct financing ............................ 44 40 10% 130 120 8% Sales-type .................................. 75 91 -18% 281 442 -36% ---- ---- ---- ----- ----- ---- Total leasing .............................. 533 574 -7% 1,699 2,043 -17% Equipment Sales ............................... 142 62 129% 308 187 65% Mainframe and medical sale (1) ................ -- 503 -100% -- 503 -100% Continuity and network services ............... 173 133 30% 476 376 27% Other ......................................... 105 30 250% 360 66 445% ---- ---- ---- ----- ----- ---- Total revenue ............................... 953 1,302 -27% 2,843 3,175 -10% ---- ---- ---- ----- ----- ---- Costs and expenses Leasing Operating ................................... 332 358 -7% 1,039 1,195 -13% Sales-type .................................. 50 53 -6% 211 337 -37% ---- ---- ---- ----- ----- ---- Total leasing .............................. 382 411 -7% 1,250 1,532 -18% Equipment Sales ............................... 115 50 130% 243 159 53% Mainframe and medical sales ............... -- 503 -100% -- 503 -100% Continuity and network services ............... 161 112 44% 424 317 34% Selling, general and administrative ........... 116 77 51% 375 219 71% Interest ...................................... 88 82 7% 259 253 2% Prism ......................................... 65 11 491% 135 14 864% Other ..................................... -- -- N/A -- 150 -100% ---- ---- ---- ----- ----- ---- Total costs and expenses .................... 927 1,246 -26% 2,686 3,147 -15% ---- ---- ---- ----- ----- ---- Earnings before income taxes .................. 26 56 -54% 157 28 461% Income taxes .................................. 9 20 -55% 56 10 460% ---- ---- ---- ----- ----- ---- Net earnings to common stockholders ........... $ 17 $ 36 -53% $ 101 $ 18 461% ==== ==== === ===== ===== ==== Retained earnings at beginning of period ...... $ 1,210 $ 1,075 $1,134 $1,101 Net earnings to common stockholders ........... 17 36 101 18 Cash dividends paid on common stock ........... (4) (4) (12) (12) ---- ---- ----- ----- Retained earnings at end of period ............ $ 1,223 $ 1,107 $1,223 $1,107 ===== ===== ===== ===== Net earnings per common share: Earnings per common share--basic ......... $ 0.11 $ 0.23 -52% $ 0.66 $ 0.12 450% ===== ===== ==== ===== ===== === Earnings per common share--diluted ....... $ 0.10 $ 0.22 -55% $ 0.62 $ 0.11 464% ===== ===== ==== ===== ===== === Common shares outstanding: Average common shares outstanding--basic 151 152 152 152 ===== ===== ===== ===== Average common shares outstanding--diluted 161 164 162 162 ===== ===== ===== ===== The sale of the mainframe portfolio and the sale of the medical refurbishing business were both concluded in the fiscal quarter ended June 30, 2000. In the second quarter of fiscal 1999, the company recorded a pre-tax charge of $150 million ($96 million after-tax, or $.59 per common share) related to the divestiture of low-margin businesses and the realignment of the company's service businesses. -5-
-----END PRIVACY-ENHANCED MESSAGE-----