SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 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 1-13792 SYSTEMAX INC. (Exact name of registrant as specified in its charter) Delaware 11-3262067 (State or other jurisdiction I.R.S. Employer of incorporation or organization) Identification No.) 22 Harbor Park Drive Port Washington, New York 11050 (Address of registrant's principal executive offices) (516) 625-1555 (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 The number of shares outstanding of the registrant's Common Stock as of November 5, 1999 was 35,554,590.
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SYSTEMAX INC. Condensed Consolidated Balance Sheets (IN THOUSANDS) <TABLE> <CAPTION> SEPTEMBER 30, DECEMBER 31, 1999 1998 ------------- ----------- (Unaudited) ASSETS CURRENT ASSETS: <S> <C> <C> Cash and cash equivalents $ 42,661 $ 42,029 Short term investments 5,050 Accounts receivable, net 192,848 154,516 Inventories 134,066 129,966 Prepaid expenses and other current assets 39,344 28,382 ------ ------ Total current assets 408,919 359,943 PROPERTY, PLANT AND EQUIPMENT, net 41,955 33,988 GOODWILL, net 69,122 56,612 OTHER ASSETS 4,556 3,896 ----- ----- TOTAL $ 524,552 $ 454,439 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 218,019 $ 162,636 Current portion of long term debt 626 2,681 --- ----- Total current liabilities 218,645 165,317 ------- ------- LONG-TERM DEBT 1,985 2,493 ----- ----- STOCKHOLDERS' EQUITY: Preferred stock Common stock, par value $.01 per share, issued 38,231,990 shares, outstanding 35,732,190 and 36,128,090 shares 382 382 Additional paid-in capital 176,743 176,743 Common stock in treasury at cost - 2,499,800 and 2,103,900 shares (34,323) (28,604) Accumulated other comprehensive income (2,643) (348) Retained earnings 163,763 138,456 ------- ------- Total stockholders' equity 303,922 286,629 ------- ------- TOTAL $ 524,552 $ 454,439 ========= ========= See notes to condensed consolidated financial statements. </TABLE>
SYSTEMAX INC. Condensed Consolidated Statements of Income (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) <TABLE> <CAPTION> THREE MONTH NINE MONTH PERIODS ENDED PERIODS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------- ---------------------- 1999 1998 1999 1998 ---- ---- ---- ---- (Unaudited) (Unaudited) <S> <C> <C> <C> <C> NET SALES $ 440,659 $ 359,771 $1,276,109 $1,048,581 COST OF SALES 362,962 288,167 1,042,880 834,552 ------- ------- --------- ------- GROSS PROFIT 77,697 71,604 233,229 214,029 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 61,884 56,024 191,319 166,745 ------ ------ ------- ------- INCOME FROM OPERATIONS 15,813 15,580 41,910 47,284 INTEREST AND OTHER INCOME-net 271 624 625 2,227 --- --- --- ----- INCOME BEFORE INCOME TAXES 16,084 16,204 42,535 49,511 PROVISION FOR INCOME TAXES 6,770 6,643 17,228 19,466 ----- ----- ------ ------ NET INCOME $ 9,314 $ 9,561 $ 25,307 $ 30,045 ========== ========== ========== ========== Net income per common share: Basic $ .26 $ .26 $ .71 $. .80 ========== ========== ========== ========== Diluted $ .26 $ .26 $ .71 $ .80 ========== ========== ========== ========== Common and common equivalent shares: Basic 35,732 36,690 35,870 37,674 ====== ====== ======= ====== Diluted 35,732 36,690 35,886 37,678 ====== ====== ======= ====== See notes to condensed consolidated financial statements </TABLE>
SYSTEMAX INC. Condensed Statement of Consolidated Stockholders' Equity (IN THOUSANDS) <TABLE> <CAPTION> COMMON STOCK ACCUMULATED ------------ ADDITIONAL OTHER TREASURY NUMBER OF PAID-IN RETAINED COMPREHENSIVE STOCK SHARES AMOUNT CAPITAL EARNINGS INCOME AT COST --------- ------ --------- -------- ------------ --------- <S> <C> <C> <C> <C> <C> <C> BALANCES, DECEMBER 31, 1998 36,128 $ 382 $ 176,743 $ 138,456 $ (348) $ (28,604) Change in cumulative translation adjustment ( 2,295) Purchase of treasury shares (396) ( 5,719) Net income 25,307 ------ ------ ------ ------ -------- --------- BALANCES, SEPTEMBER 30, 1999 35,732 $ 382 $ 176,743 $ 163,763 $( 2,643) $ (34,323) ====== ======== ========== ========= ========== =========== See notes to consolidated financial statements. </TABLE>
SYSTEMAX INC. Condensed Statements of Consolidated Cash Flows (IN THOUSANDS) <TABLE> <CAPTION> NINE-MONTH PERIOD ENDED SEPTEMBER 30, -------------------------------- 1999 1998 ------------ ----------- (UNAUDITED) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: <S> <C> <C> Net income $ 25,307 $ 30,045 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization, net 9,348 5,669 Provision for returns and doubtful accounts 4,746 4,472 Changes in certain assets and liabilities: Accounts receivable (39,147) (17,435) Inventories (875) (7,210) Prepaid expenses and other current assets (10,178) (12,203) Accounts payable and accrued expenses 36,532 25,518 ------ ------ Net cash provided by operating activities 25,733 28,856 ------ ------ CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: Net change in short-term investments 5,050 1,493 Investments in property, plant and equipment (13,509) (7,985) Acquisitions, net of cash acquired (8,398) (5,942) ------ ------ Net cash used in investing activities (16,857) (12,434) CASH FLOWS USED IN FINANCING ACTIVITIES: Purchase of treasury shares (5,719) (28,604) Proceeds of long-term borrowings 3,336 Repayments of long-term borrowings (2,487) ------ ------- Net cash used in financing activities (8,206) (25,268) ------ ------- EFFECTS OF EXCHANGE RATES ON CASH (38) (166) --- ---- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 632 (9,012) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 42,029 43,432 ------ ------ CASH AND CASH EQUIVALENTS - END OF PERIOD $ 42,661 $ 34,420 ======== ======== See notes to condensed consolidated financial statements. </TABLE>
SYSTEMAX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS The accompanying consolidated financial statements include the accounts of Systemax Inc. and its wholly-owned subsidiaries (collectively, the "Company" or "Systemax"). The Company is a corporate supplier of personal computers (PCs), notebook computers, computer related products, industrial products and office products in North America and Europe. Systemax markets these products through an integrated system of direct mail catalogs, a network of major account sales representatives and proprietary "e-commerce" Internet sites. 2. BASIS OF PRESENTATION Net income per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented. Net income per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods. All intercompany accounts have been eliminated in consolidation. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30,1999 and the results of operations for the three and nine month periods ended September 30, 1999 and 1998, cash flows for the nine months ended September 30, 1999 and 1998 and changes in stockholders' equity for the nine months ended September 30, 1999. The December 31, 1998 consolidated balance sheet has been extracted from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of December 31, 1998 and for the period then ended. The results for the three months and nine months ended September 30, 1999 are not necessarily indicative of the results for an entire year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1998 Net sales for the three months ended September 30, 1999 increased 22% to $440.7 million compared to $359.8 million in the year-ago quarter. The increase of $80.9 million was attributable to increased demand for PCs and sales made by Simply Computers Ltd. (Simply), acquired in February 1999. The number of orders shipped increased 19% to 1.1 million compared to the year-ago quarter, and showed a 3% increase in the average order value to $402, reflecting the increased PC sales. Sales during the quarter from North American operations increased 11% to $319.6 million compared to $287.6 million in the third quarter of 1998. European sales increased 68% to $121.1 million (including approximately $30 million for Simply) compared to $72.2 million in the year-ago quarter. The effect of changes in exchange rates on European sales for the three months was not material. Gross profit was $77.7 million, or 17.6% of sales, compared to $71.6 million, or 19.9% of sales in the year-ago quarter, an increase of $6.1 million. The decrease in the gross profit percentage was primarily due to the continuing trend of increased sales of PCs and brand name products, which generally have a lower gross profit percentage than our other products. Increased relationship sales and a relatively lower sales contribution from higher-margin industrial products also affected the gross profit percentage unfavorably. Selling, general and administrative expenses for the quarter increased by $5.9 million or 10% to $61.9 million compared to $56.0 million in the third quarter of 1998. This increase resulted from the inclusion of Simply, continued expansion of our relationship marketing sales organizations and investments in the Company's "e-commerce" Internet business. This was partially offset by a decrease in advertising expenses from a reduction in the number of catalogs we mailed. As a percentage of sales, selling, general and administrative expenses improved to 14.0% compared to 15.6% in the year-ago quarter. Income from operations for the quarter increased to $15.8 million from $15.6 million in the year-ago quarter. Income from operations as a percentage of net sales decreased to 3.6% from 4.3% in the prior year quarter. Operating income in North America decreased 3% to $13.7 million from $14.1 million last year. Operating income in Europe increased to $2.2 million from $1.5 million in the year-ago quarter. Interest and other income decreased as a result of less interest income in the current year due to lower invested cash balances. The Company's income tax rate was 41.6% for the third quarter of 1999 and 38.5% for the third quarter of 1998. The increase was due to a variety of factors, including a change in the relative income earned in foreign locations. As a result of the above, net income for the quarter was $9.3 million, or $.26 per basic and diluted share, compared to $9.6 million, or $.26 per basic and diluted share, in the third quarter of 1998. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1998 Net sales for the nine months ended September 30, 1999 increased 22% to $1.276 billion compared to $1.049 billion in the year-ago period. The increase of $227 million was attributable to increased demand for PCs, sales made by Simply, acquired in February 1999, and increased sales generated by the Company's Internet sites. The number of orders increased 14% to 3.3 million compared to the year-ago period, with a 7% increase in the average order value to $392. Sales during the nine months from North American operations increased 11% to $926 million compared to $829 million in 1998. European sales increased 59% to $350 million (including approximately $76 million for Simply) compared to $220 million a year ago. The effect of changes in exchange rates on European sales for the nine months was not material. Gross profit was $233.2 million, or 18.3% of sales, compared to $214.0 million, or 20.4% of sales, last year, an increase of $19.2 million. The decrease in the gross profit percentage was primarily due to the continuing change in our product mix resulting from increased sales of PCs and brand name products, which generally have a lower gross profit percentage than our other products. Increased relationship sales and a relatively lower sales contribution from higher-margin industrial products also affected the gross profit percentage unfavorably. Selling, general and administrative expenses for the period increased by $24.6 million or 14.7% to $191.3 million compared to $166.7 million in the first nine months of 1998. This increase was primarily the result of continuing investments for expansion of the relationship marketing sales organizations, investments in the Company's "e-commerce" Internet business, the inclusion of Simply and one-time charges of $4.1 million recorded in the second quarter for reserves related to certain contingencies and a write-off of goodwill associated with a variety of small acquisitions made during the last few years. This was partially offset by a decrease in net advertising expense as a result of a reduction in the number of catalogs mailed, combined with increased vendor participation and the overall leveraging of selling, general and administrative expenses over the larger sales base. Selling, general and administrative expenses as a percentage of sales improved to 15.0% compared to 15.9% in the year-ago period. Income from operations for the period decreased by $5.4 million to $41.9 million from $47.3 million in the year-ago period. Income from operations as a percentage of net sales decreased to 3.3% from 4.5% a year ago. Operating income in North America decreased 12% to $35.2 million from $39.8 million in the year ago period. Income from operations in Europe decreased to $6.7 million from $7.4 million in the year ago period. Interest and other income decreased as a result of less interest income in the current year due to lower invested cash balances. The Company's income tax rate was 40.5% for the first nine months of 1999 and 39.3% for the year-ago period, increasing due to a variety of factors, both domestic and international. As a result of the above, net income for the nine months was $25.3 million, or $.71 per basic and diluted share, compared to $30.0 million, or $.80 per basic and diluted share, in the year-ago period. LIQUIDITY AND CAPITAL RESOURCES The Company's primary capital needs are to finance working capital for sales growth, investments in property, equipment and information technology and business acquisitions. Cash and cash equivalents totaled approximately $43 million at September 30, 1999. For the nine months ended September 30, 1999, the Company generated cash from operating activities of $25.7 million compared to $28.9 million for the year ago period. The decrease resulted from lower net income in 1999 and increased accounts receivable as a result of the increased sales volume. These were partially offset by an increase in accounts payable. Cash was used in investing activities, primarily for the purchase of Simply Computers and additions of capital equipment. Cash was also used in financing activities for the purchase of additional treasury shares and repayment of a mortgage loan. For the nine months ended September 30, 1999, cash and cash equivalents increased by $0.6 million. The Company believes it has access to adequate funds for growth through its available cash balances and funds generated by operations and secured and unsecured lines of credit maintained with financial institutions. YEAR 2000 COMPLIANCE The Company is in the process of addressing what is known as the year 2000 (or Y2K) issue. Based on current information, management believes that the Company will be year 2000 compliant in a timely manner and the cost of achieving such compliance will not have a materially adverse effect on the Company's results of operations or financial condition. As noted in the following discussion, however, there are multiple variables in determining whether full Y2K compliance can be achieved, many of which are dependent on efforts of third parties. For a discussion of this problem see the Company's Form 10-K for the year ended December 31, 1998, "Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations." Internal Systems The Company has tested and, as necessary, repaired or replaced its internal PC hardware/software and computer network systems, and management believes they are now Y2K compliant. The Company's phone systems have been tested and management believes they are Y2K compliant. A majority of the Company's North American internal business systems are currently Y2K compliant. The remainder are in the process of being repaired and/or replaced to assure Y2K compliance in a timely manner. The internal business systems of the Company's European subsidiaries are currently Y2K compliant with the exception of one subsidiary, which is in the process of repairing its systems. Management believes these repairs will be completed in a timely manner. As noted in the Company's Form 10-K, the Company has been contacting its key vendors and service providers to ascertain their Y2K compliance to the extent that their problems could affect the Company's internal systems or other aspects of its business. Inquiry letters have been sent to all key vendors and service providers. Positive responses or other assurances have been received from substantially all of our significant vendors and service providers. Products Sold The Company has questioned its vendors as to the Y2K compliance status of the brand name (i.e. third party-manufactured) hardware and software products it sells. This includes the brand name software that is pre- loaded onto the private label PC's the Company sells. Substantially all of the Company's significant vendors have indicated that their products are Y2K compliant although the Company makes no warranties to customers regarding the Y2K compliance of third party-manufactured products. FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward looking statements may be made by the Company from time to time, in filings with the Securities Exchange Commission or otherwise. Statements contained in this report that are not historical facts are forward looking statements made pursuant to the safe harbor provisions referenced above. Forward-looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, financing needs, compliance with financial covenants in loan agreements, plans for acquisition or sale of assets or businesses and consolidation of operations of newly acquired businesses, and plans relating to products or services of the Company, assessments of materiality, predictions of future events and the effects of pending and possible litigation, as well as assumptions relating to the foregoing. In addition, when used in this discussion, the words "anticipates", "believes", "estimates", "expects", "intends", "plans" and variations thereof and similar expressions are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained in this report. Statements in this report, particularly in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations", and the Notes to Consolidated Financial Statements describe certain factors, among others, that could contribute to or cause such differences. Other factors that could contribute to or cause such differences include, but are not limited to, unanticipated developments in any one or more of the following areas: (i) the Company's ability to manage rapid growth as a result of internal expansion and strategic acquisitions, (ii) the effect on the Company of volatility in the price of paper and periodic increases in postage rates, (iii) the operation of the Company's management information systems including the costs and effects associated with the year 2000 date change problem, (iv) the general risks attendant to the conduct of business in foreign countries, including currency fluctuations associated with sales not denominated in United States dollars, (v) significant changes in the computer products retail industry, especially relating to the distribution and sale of such products, (vi) competition in the PC, notebook computer, computer related products, office products and industrial products markets from superstores, direct response (mail order) distributors, mass merchants, value added resellers, the Internet and other retailers, (vii) the potential for expanded imposition of state sales taxes, use taxes, or other taxes on direct marketing and e-commerce companies, (viii) the continuation of key vendor relationships including the ability to continue to receive vendor supported advertising, (ix) timely availability of existing and new products, (x) risks involved with e-commerce, including possible loss of business and customer dissatisfaction if outages or other computer-related problems should preclude customer access to the Company, (xi) risks associated with delivery of merchandise to customers by utilizing common delivery services such as UPS, including possible strikes, (xii) risks due to shifts in market demand and/or price erosion of owned inventory, (xiii) borrowing costs, (xiv) changes in taxes due to changes in the mix of U.S. and non-U.S. revenue, (xv) pending or threatened litigation and investigations and (xvi) the availability of key personnel, as well as other risk factors which may be detailed from time to time in the Company's Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. The Company is exposed to market risks, which include changes in U.S. and international interest rates as well as changes in currency exchange rates as measured against the U.S. dollar and each other. Systemax attempts to reduce these risks by utilizing certain derivative financial instruments. The value of the U.S. dollar affects the Company's financial results. Changes in exchange rates may positively or negatively affect Systemax's sales (as expressed in U.S. dollars), gross margins, operating expenses and retained earnings. The Company may engage in hedging programs aimed at limiting in part the impact of certain currency fluctuations. Using primarily forward exchange and foreign currency option contracts, Systemax from time to time hedges certain of its assets that may impact the Statement of Consolidated Income when remeasured according to generally accepted accounting principles. These hedging activities provide only limited protection against currency exchange risks. Factors that could impact the effectiveness of the Company's hedging programs include accuracy of sales forecasts, volatility of the currency markets, availability of hedging instruments and the credit-worthiness of the parties which have entered into such contracts with the Company. All currency contracts that are entered into by Systemax are for the sole purpose of hedging an existing or anticipated currency exposure, not for speculative or trading purposes. In spite of Systemax's hedging efforts to reduce the effect of changes in exchange rates against the U.S. dollar, the Company sales or costs could still be adversely affected by changes in those exchange rates. As of September 30,1999, the Company had no outstanding forward exchange contracts. PART II - OTHER INFORMATION ITEM 5. On October 25,1999 the Board of Directors of the Company adopted the Systemax 1999 Long-Term Stock Incentive Plan which authorizes a committee composed of the Board's non-employee directors to grant to eligible employees of the Company non-qualified stock options, stock appreciation rights, restricted stock awards or other stock-based awards representing a total of 2,000,000 shares of common stock of the Company, subject to adjustment in certain cases. The 1999 Long-Term Stock Incentive Plan is intended to supplement the Company's existing stock incentive plans, namely, the 1995 Long-Term Stock Incentive Plan and the 1995 Stock Plan for Non-Employee Directors. ITEM 6. EXHIBITS (a) Exhibits. 3.1 Certificate of Incorporation. (Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No. 33-92052). 3.2 By-laws. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, File No. 33-92052). 3.3 Certificate of Amendment of Certificate of Incorporation changing the Company's name to Systemax Inc. (Incorporated herein by reference to the Company's current report on Form 8-K, filed on May 18, 1999). 4.1 Stockholders Agreement. (Incorporated herein by reference to the Company's quarterly report on Form 10-Q for the quarterly period ended June 30, 1995). 4.2 Specimen Stock Certificate. (Incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1, File No. 33-92052). 19 Systemax 1999 Long-Term Stock Incentive Plan. 27 Financial Data Schedule. (b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company during the three months ended September 30, 1999.
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. SYSTEMAX INC. Date: November 12, 1999 By: /S/ RICHARD LEEDS ----------------------------------- Richard Leeds Chairman and Chief Executive Officer By: /S/ STEVEN GOLDSCHEIN ------------------------------- Steven Goldschein Senior Vice President and Chief Financial Officer
EXHIBIT INDEX Exhibit No. - ----------- 19 Systemax 1999 Long-Term Stock Incentive Plan Stock Incentive Plan 27 Financial Data Schedule