-----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, D7AcMJI916U1EOuIzwKksi7mJI1i5XvQtRBk+LtK3zcq2unI2apUkZ8uFQL15hsL EGteBOGl5SmObBER6+SIzA== 0000930661-97-001330.txt : 19970520 0000930661-97-001330.hdr.sgml : 19970520 ACCESSION NUMBER: 0000930661-97-001330 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUCOM SYSTEMS INC CENTRAL INDEX KEY: 0000736291 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 382363156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14371 FILM NUMBER: 97606966 BUSINESS ADDRESS: STREET 1: 10100 N CENTRAL EXPRWY CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2142653600 MAIL ADDRESS: STREET 1: 10100 N. CENTRAL EXPRESSWAY CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: MACHINE VISION INTERNATIONAL CORP DATE OF NAME CHANGE: 19871117 10-Q 1 FORM 10-Q 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, 1997 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 (I.R.S. Employer incorporation or organization) Identification Number) 10100 N. CENTRAL EXPRESSWAY, DALLAS, TX 75231 ------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 265-3600 -------------- 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 ----- ----- The number of shares of the Registrant's common stock outstanding as of May 8, 1997 was 45,513,013 shares. - ------------------------------------------------------------------------------ COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Index PART I. FINANCIAL INFORMATION PAGE - ------- --------------------- ---- Item 1. Condensed Consolidated Balance Sheets March 31, 1997 (unaudited) and December 31, 1996 3 Condensed Consolidated Statements of Operations Three months ended March 31, 1997 and 1996 (unaudited) 4 Condensed Consolidated Statements of Cash Flows Three months ended March 31, 1997 and 1996 (unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION - -------- ----------------- Item 6. Exhibits and Reports on Form 8-K 11 2 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands)
March 31, December 31, 1997 1996 ------------ ------------ (unaudited) Assets ------ Current assets: Cash $ 4,251 $ 4,320 Receivables 310,176 377,598 Inventories 192,298 233,464 Other 3,517 3,508 ----------- ----------- Total current assets 510,242 618,890 Property and equipment, net 56,515 54,308 Cost in excess of fair value of tangible net assets purchased, less accumulated amortization 15,783 16,513 Other assets 4,536 3,274 ----------- ----------- $ 587,076 $ 692,985 =========== =========== Liabilities and Shareholders' Equity ------------------------------------ Current liabilities: Accounts payable $ 141,445 $ 217,424 Accrued liabilities 55,108 59,342 ----------- ----------- Total current liabilities 196,553 276,766 Long-term debt 204,615 236,450 Deferred income taxes 5,492 5,671 Convertible subordinated notes 3,000 3,000 Shareholders' equity: Preferred stock 15,000 15,000 Common stock 455 449 Additional paid-in capital 62,631 60,966 Retained earnings from July 1, 1987 99,330 94,683 ----------- ----------- Total shareholders' equity 177,416 171,098 ----------- ----------- $ 587,076 $ 692,985 =========== ===========
See accompanying notes to condensed consolidated financial statements. 3 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations Three months ended March 31, 1997 and 1996 (In thousands, except per share amounts)
March 31, 1997 1996 ------------ ----------- (unaudited) Revenue Product $ 375,605 $ 377,983 Service 53,728 32,937 Other 2,556 2,414 ----------- ----------- Total revenue 431,889 413,334 ----------- ----------- Cost of revenue Product 336,673 339,814 Service 34,366 20,700 Other 1,372 1,569 ----------- ----------- Total cost of revenue 372,411 362,083 ----------- ----------- Gross margin 59,478 51,251 Operating expenses Selling and service 31,230 25,905 General and administrative 14,292 10,954 Depreciation and amortization 2,591 1,854 ----------- ----------- Total operating expenses 48,113 38,713 ----------- ----------- Earnings before interest and income taxes 11,365 12,538 Interest 3,245 2,935 ----------- ----------- Earnings before income taxes 8,120 9,603 Income taxes 3,248 3,841 ----------- ----------- Net earnings $ 4,872 $ 5,762 =========== ============ Earnings per common share Primary $ .10 $ .12 Fully diluted $ .10 $ .12 Average common shares outstanding Primary 47,145 46,921 Fully diluted 49,748 49,692
See accompanying notes to condensed financial statements. 4 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows Three months ended March 31, 1997 and 1996 (In thousands)
1997 1996 ---------- ---------- (unaudited) Cash flows from operating activities: Net earnings $ 4,872 $ 5,762 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 2,591 1,854 Deferred income taxes (179) (5) Changes in assets and liabilities: Receivables 67,422 (1,909) Inventories 41,166 (34,647) Other current assets (9) 140 Accounts payable (75,979) 21,920 Accrued liabilities and other (5,480) (5,314) ---------- ---------- Net cash provided by (used in) operating activities 34,404 (12,199) ---------- ---------- Cash flows from investing activities: Capital expenditures, net (4,084) (1,418) Business acquisitions, net of cash acquired (5,159) ---------- ---------- Net cash (used in) investing activities (4,084) (6,577) ---------- ---------- Cash flows from financing activities: Net bank credit facility and other borrowings (31,835) 18,582 Issuance of common stock 1,671 408 Preferred stock dividend (225) (225) ---------- ---------- Net cash provided by (used in) financing activities (30,389) 18,765 ---------- ---------- Net decrease in cash (69) (11) Cash at beginning of period 4,320 4,249 ---------- ---------- Cash at end of period $ 4,251 $ 4,238 ========== ==========
See accompanying notes to condensed consolidated financial statements. 5 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1997 (1) General ------- These condensed interim consolidated 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 1996 Annual Report on Form 10-K for CompuCom Systems, Inc. and subsidiaries (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 to present a fair statement of the results for these interim periods. Interim results are not necessarily indicative of results expected for the full year. (2) Contingencies ------------- The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position and results of operations, taken as a whole. (3) New Accounting Pronouncement ---------------------------- In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings Per Share (Statement 128). Statement 128 supersedes APB Opinion No. 15, Earnings Per Share and specifies the computation, presentation, and disclosure requirements for earnings per share (EPS) for entities with publicly held common stock or potential common stock. Statement 128 replaces the presentation of primary EPS and fully diluted EPS with a presentation of basic EPS and diluted EPS. Statement 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997. Adoption of Statement 128 during the first quarter of 1997 would have resulted in basic EPS of $.10 per share compared to $.13 per share for the same period in 1996, and diluted EPS of $.10 per share during the first quarter of 1997 compared to $.12 per share for the same period in 1996. 6 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations March 31, 1997 Results of Operations - --------------------- The following table shows the Company's total revenue, gross margin and gross margin percentage by revenue source. Operating expenses, interest, income taxes and net earnings are shown as a percentage of total net revenue, for the three months ended March 31, 1997 and 1996.
March 31, 1997 1996 ---------------------------------- ($ in thousands) Revenue: Product $ 375,605 $ 377,983 Service 53,728 32,937 Other 2,556 2,414 ---------------------------------- Total revenue $ 431,889 $ 413,334 ================================== Gross margin: Product $ 38,932 $ 38,169 Service 19,362 12,237 Other 1,184 845 ---------------------------------- Total gross margin $ 59,478 $ 51,251 ================================== Gross margin percentage: Product 10.4% 10.1% Service 36.0% 37.2% Other 46.3% 35.0% ---------------------------------- Total gross margin percentage 13.8% 12.4% ---------------------------------- Operating expenses: Selling 4.7% 4.3% Service 2.5% 2.0% General and administrative 3.3% 2.7% Depreciation and amortization 0.6% 0.4% ---------------------------------- Total operating expenses 11.1% 9.4% ---------------------------------- Operating earnings 2.7% 3.0% Interest 0.8% 0.7% ---------------------------------- Earnings before income taxes 1.9% 2.3% Income taxes 0.8% 0.9% ---------------------------------- Net earnings 1.1% 1.4% ==================================
(Continued) 7 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Product revenue, which is primarily derived from the sale of distributed desktop computer products to corporate customers, declined slightly to $375.6 million for the first quarter of 1997, compared to $378.0 million for the same period in 1996. The Company believes the slight decline in product revenue is due to an overall industry-wide demand softness caused by smaller than anticipated manufacturers' price reductions, the delay in corporate customers upgrading to Pentium Pro technology, and increased market share gain by direct marketers. The Company anticipates demand softness to continue into the second quarter of 1997. Product gross margin as a percentage of product net revenues for the first quarter of 1997 was 10.4%, up from 10.1% compared to the same period in 1996. This increase is primarily due to the slowdown in product sales to some of the Company's larger customers, which typically have lower product margins. Future product margins will be influenced by manufacturers' pricing strategies together with competitive pressures from other resellers in the industry and the level of sales to some of the Company's larger customers. The Company participates in certain manufacturer-sponsored programs designed to increase sales of specific products. These programs, excluding volume incentive programs and specific product rebates offered by certain manufacturers, are not material when compared to the Company's overall financial results. Due to the short order fulfillment cycle, the Company's backlog is not considered to be a meaningful indicator of future business prospects. Service revenue for the first quarter of 1997 increased 63% to $53.7 million compared to $32.9 million for the same period in 1996. Service revenue is primarily derived from systems integration services, including field engineering, product configuration, and LAN/WAN projects. LAN/WAN projects include consulting, network management, and help desk services. Service revenue reflects revenue generated by the actual performance of specific services and does not include product sales associated with service projects. Historically, increases in service revenue have been significantly impacted by similar increases in product sales. However, the Company's continued focus on growing service revenues has enabled significant increases to continue despite the slight decline in product sales. Service gross margin as a percentage of service net revenue was 36.0% for the first quarter of 1997 as compared to 37.2% for the same period in 1996. The slight decrease was primarily caused by a change in the mix of services provided during the periods. Operating expenses increased $9.4 million for the first quarter of 1997 as compared to the same period in 1996. As a percentage of net revenue, operating expenses for the first quarter of 1997 increased to 11.1% compared to 9.4% for the same period in 1996. This increase was principally the result of the Company's continued investment in its service business and information system enhancements. However, the Company's focus on controlling expenses resulted in a $4.4 million reduction in operating expenses in the first quarter of 1997 as compared to the fourth quarter of 1996. Selling expense, as a percentage of net revenues, increased for the first quarter of 1997 when compared to the same period in 1996, primarily as a result of the growth in service revenue, as services typically carry a higher commission rate than product sales. Service expense, which increased both as a percentage of net revenues and in absolute dollars, primarily reflects costs related to the enhanced infrastructure the Company began developing in 1996 and the continued investment in the development of certain aspects of the service business which has enabled the Company to increase its service offerings. (Continued) 8 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations General and administrative expense, as a percentage of net revenue, increased to 3.3% during the first quarter of 1997 as compared to 2.7% for the same period in 1996. This increase was primarily due to the continued investment in information system resources required to broaden the Company's electronic commerce capabilities. The Company's operating expenses are reported net of reimbursements by certain manufacturers for specific training, promotional and marketing programs. These reimbursements offset the expenses incurred by the Company. Depreciation and amortization expense increased in absolute dollars and as a percentage of net revenue for the first quarter of 1997 as compared to the same period in 1996. The dollar increase reflects amortization expense associated with facility improvements and warehouse equipment for the Company's new eastern distribution facility, enhancements to the Company's information systems, and furniture and fixtures required to support business activity. The Company expects to substantially complete the refurbishment of its new corporate headquarters and operations campus during the second half of 1997 and will commence depreciation of the facility at that time. Interest expense increased in both absolute dollars and as a percentage of net revenue for the first quarter of 1997 as compared to the same period in 1996, primarily due to increased borrowings, which was partially offset by a lower effective interest rate. The Company's effective interest rate during the first quarter of 1997 was 6.5%, as compared to 7.5% in the first quarter of 1996. As a result of the factors discussed above, net earnings for the first quarter of 1997 decreased 15% to $4.9 million as compared to the same period in 1996. Future improved profitability will depend on the Company's ability to retain and hire quality service personnel while effectively managing the utilization of such personnel. It will also depend on increased focus on providing technical service and support to customers, product demand, competition, manufacturer product availability and pricing changes, effective utilization of vendor programs as well as the Company's control of operating expenses. Liquidity and Capital Resources - ------------------------------- The Company has financing arrangements which total $325 million. These consist of a $200 million working capital facility and a $25 million real estate loan (collectively, the "Credit Facility"), as well as a $100 million receivable securitization. The $200 million working capital facility is priced at LIBOR plus 1% and matures in September 1999. The $25 million real estate loan was used in 1996 to finance the purchase of real property that will be utilized as the Company's corporate headquarters and operations campus. This facility is priced at LIBOR plus 1.25% and is payable in equal installments of $12.5 million in September of 1998 and 1999. The Company is currently evaluating other permanent financing options for the $25 million real estate loan. All pricing on the Credit Facility is subject to adjustment based on certain performance criteria. Total borrowings are based on certain limits, as defined, and secured by substantially all the assets of the Company. The Credit Facility subjects the Company to certain restrictions and covenants related to, among others, tangible net worth, debt to tangible net worth and net earnings, and limits the amount available for capital expenditures and dividends. (Continued) 9 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations The $100 million receivable securitization is an agreement whereby a portion of trade receivables are pledged to a third party as collateral for up to $100 million, and matures in September 1999, subject to certain conditions. The interest rate applicable to the receivable securitization is based upon the bank's commercial paper rate plus 55 basis points. Working capital at March 31, 1997 was $314 million compared to $342 million at December 31, 1996. The decrease was due to a $41 million reduction in inventory and a reduction in accounts receivable from December 31, 1996 offset by a smaller reduction in accounts payable. These changes resulted in an increase in the working capital ratio from 2.2 to 2.6. The Company's capital asset requirements are generally funded through the Credit Facility, receivables securitization, internally generated funds or leasing sources. The business is not capital asset intensive, and capital expenditures in any year normally would not be significant in relation to the overall financial position of the Company. The Company has begun to refurbish and update its new headquarters and operations campus and currently anticipates the consolidation of its existing Dallas headquarters and operations from two leased facilities to the new site by the third quarter of 1997. After that consolidation is complete, the Company expects to sell the headquarters facility it currently owns and occupies. Capital expenditures were approximately $4.0 million during the first quarter of 1997. These expenditures were primarily related to getting the Company's new headquarters and operations campus ready for full occupancy. The Company expects capital expenditures to return to more normal levels after the ongoing construction on its new headquarters and operations campus has been significantly completed. This document contains "forward-looking statements" regarding revenues, margins, earnings, growth rates and certain business trends that are subject to risks and uncertainties that could cause actual results to differ materially from the results described herein. Recipients of this document are cautioned to consider these risks and uncertainties and to not place undue reliance on these forward-looking statements. 10 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits -------- Exhibit No. Description ------- ----------- 10.1 Amendment No. 3 to Transfer and Administration Agreement, dated as of February 1, 1997, among CSI Funding, Inc., CompuCom Systems, Inc., Enterprise Funding Corporation and NationsBank, N.A. (exhibits omitted) 11 Computation of Per Share Earnings 27 Financial Data Schedule (b) Reports on Form 8-K ------------------- No reports on Form 8-K have been filed by the Registrant during the three months ended March 31, 1997. 11 COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES 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. COMPUCOM SYSTEMS, INC. ------------------------------------- (Registrant) DATE: May 14, 1997 /s/ Edward Anderson ------------------------------------- Edward Anderson, President and Chief Executive Officer DATE: May 14, 1997 /s/ M. Lazane Smith ------------------------------------- M. Lazane Smith, Senior Vice President, Finance and Chief Financial Officer 12 EX-10.1 2 AMENDMENT NO.3 TO TRANSFER AND ADMINISTRATION AGR. EXHIBIT 10.1 AMENDMENT NO. 3 TO TRANSFER AND ADMINISTRATION AGREEMENT AMENDMENT NO. 3 (this "Amendment"), dated as of February 1, 1997, TO --------- TRANSFER AND ADMINISTRATION AGREEMENT dated as of April 1, 1996, as amended as of September 25, 1996 and as of December 5, 1996, by and among CSI FUNDING INC., a Delaware corporation, as transferor (hereinafter, together with its successors and assigns in such capacity, called the "Transferor"), COMPUCOM SYSTEMS, INC., ---------- a Delaware corporation, as collection agent (hereinafter, together with its successors and assigns in such capacity, called the "Collection Agent"), ---------------- ENTERPRISE FUNDING CORPORATION, a Delaware corporation (hereinafter, together with its successors and assigns, called the "Company") and NATIONSBANK, N.A., a national banking association, as agent for the benefit of the Company and the Bank Investors (hereinafter, together with its successors and assigns in such capacity, called the "Agent"). ----- W I T N E S S E T H: ------------------- WHEREAS, the Transferor, the Collection Agent, the Company and the Agent have entered into a Transfer and Administration Agreement, dated as of April 1, 1996 (such agreement, as amended to the date hereof, the "Agreement"); and --------- WHEREAS, the parties hereto wish to amend the Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Unless otherwise defined herein, the terms used ------------- herein shall have the meanings assigned to such terms in, or incorporated by reference into, the Agreement. SECTION 2. Amendments to Agreement. The definition of "Delinquency ----------------------- Ratio" set forth in Section 1.1 of the Agreement is hereby amended, effective on the Effective Date, to read as follows (solely for convenience, language added to such definition is italicized): ""Delinquency Ratio" means, with respect to any date of determination, ----------------- the ratio (expressed as a percentage) computed by dividing (i) the aggregate Outstanding Balance of all Delinquent Receivables as of such date by (ii) the aggregate Outstanding balance of all Receivables as of such date less Defaulted Receivables as of such date; provided, however, that at any time prior -------- ------- to March 31, 1997 Receivables with respect to which "AT&T Corporation" is the Obligor shall be excluded from the calculation of clauses (i) and (ii) above." SECTION 3. Effectiveness. This Amendment shall become effective on the ------------- first date on which the parties hereto shall have executed and delivered one or more counterparts to this Amendment and each shall have received one or more counterparts of this amendment executed by the others. SECTION 4. Execution in Counterparts. This Amendment may be executed in ------------------------- any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment. SECTION 5. Consents; Binding Effect. The execution and delivery by the ------------------------ Seller and the Purchaser of this Amendment shall constitute the written consent of each of them to this Amendment. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. SECTION 6. Governing Law. This Amendment shall be governed by and ------------- construed in accordance with the laws of the State of New York. SECTION 7. Severability of Provisions. Any provision of this Amendment -------------------------- which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. SECTION 8. Captions. The captions in this Amendment are for convenience of -------- reference only and shall not define or limit any of the terms or provisions hereof. SECTION 9. Agreement to Remain in Full Force and Effect. Except as amended -------------------------------------------- hereby, the Agreement shall remain in full force and effect and is hereby ratified, adopted and confirmed in all respects. This Amendment shall be deemed to be an amendment to the Agreement. All references in the Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like import, and all references to the Agreement in any other agreement or document shall hereafter be deemed to refer to the Agreement as amended hereby. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Transfer and Administration Agreement to be executed as of the date and year first above written. ENTERPRISE FUNDING CORPORATION, as Company By: /s/ Stewart L. Cutler Name: Stewart L. Cutler Title: Vice President CSI FUNDING INC., as Transferor By: /s/ Patrick D. Lane Name: Patrick D. Lane Title: Vice President COMPUCOM SYSTEMS, INC., as Collection Agent By: /s/ Daniel L. Celoni Name: Daniel L. Celoni Title: Treasurer NATIONSBANK, N.A., as Agent and as Bank Investor Commitment: By: /s/ Michele M. Heath $100,000,000 Name: Michele M. Heath Title: Vice President EX-11 3 COMPUTATION OF PER SHARE EARNINGS COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES Exhibit 11 - Computation of Per Share Earnings (In thousands, except per share amounts) Three months ended March 31, ------------------- 1997 1996 ------------------- PRIMARY EARNINGS PER COMMON SHARE - --------------------------------- Net earnings $ 4,872 $ 5,762 Preferred stock dividend (225) (225) -------- -------- $ 4,647 $ 5,537 ======== ======== Average common shares outstanding 45,326 44,273 Average common share equivalents 1,819 2,648 -------- -------- Average number of common shares and common share equivalents outstanding 47,145 46,921 ======== ======== Primary earnings per common share $ .10 $ .12 ======== ======== FULLY DILUTED EARNINGS PER COMMON SHARE - --------------------------------------- Primary net earnings $ 4,872 $ 5,762 Interest expense, net of income tax expense 23 23 -------- -------- $ 4,895 $ 5,785 ======== ======== Average number of common shares outstanding 45,326 44,273 Average common share equivalents outstanding 1,819 2,816 Additional shares issuable 2,603 2,603 -------- -------- Average number of common shares assuming full dilution 49,748 49,692 ======== ======== Fully diluted earnings per common share $ .10 $ .12 ======== ======== EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1997 AND THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 4,251 0 312,601 2,425 192,298 510,242 75,163 18,648 587,076 196,553 207,615 0 15,000 455 161,961 587,076 375,605 431,889 336,673 372,411 0 0 3,245 8,120 3,248 0 0 0 0 4,872 0.10 0.10
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