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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(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, 2002

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: 0-25790

PC Mall, Inc.
(Exact name of registrant as specified in its charter)

     
Delaware 95-4518700
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

2555 West 190th Street
Torrance, CA 90504
(address of principal executive offices)
(310) 354-5600
(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 [  ]

There were 10,712,147 outstanding shares of Common Stock at November 13, 2002.

 


PC Mall, Inc.

TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Operations 4
Condensed Consolidated Statement of Cash Flows  5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4.  Controls and Procedures 15  
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
Signature 17

2

 


Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

PC Mall, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share data)

September 30, December 31,
2002 2001
(unaudited)
Assets

Current assets:

Cash and cash equivalents

$

9,200  

$

9,972  

Accounts receivable, net of allowance for doubtful accounts

60,556  

38,707  

Inventories

51,888  

46,074  

Prepaid expenses and other current assets

2,929  

2,096  

Deferred income taxes

1,840  

1,840  

Total current assets   126,413   98,689  
Property and equipment, net 8,807   11,304  
Goodwill, net 1,251   10,796  
Deferred income taxes 3,136   4,062  

Other assets

2,268  

954  

141,875   $ 125,805  
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 73,987   $ 59,151  
Accrued expenses and other current liabilities 12,831   10,526  
Deferred revenue 9,531   8,744  
Line of credit 8,803   1,561  
Capital leases - current portion 234   437  
Notes payable - current portion

416  

1,000  
Total current liabilities 105,802   81,419  
Capital leases - long term -    125  
Notes payable - long term

-   

250  
Total liabilities

105,802  

81,794  

Stockholders' equity:

Preferred stock, $.001 par value, 5,000,000 shares authorized; none issued and outstanding

-    -   

Common stock, $.001 par value; 30,000,000 shares authorized; 10,782,322 and 10,443,616 shares issued and 10,722,622 and 10,428,616 outstanding, respectively

11   11    
Additional paid-in capital 75,820   74,418    
Treasury stock at cost: 59,700 and 15,000 shares, respectively (211) (91)  
Retained earnings (accumulated deficit)

(39,547)

(30,327) 
Total stockholders' equity

36,073  

44,011  
$ 141,875   $ 125,805  

See condensed notes to consolidated financial statements.

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Table of Contents

PC Mall, Inc.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited, in thousands except per share data)

                            

Three Months Ended

      Nine Months Ended

September 30,

September 30,
2002 2001

2002

2001
Net sales $ 230,075   $ 171,904   $ 626,525   $ 542,235  
Cost of goods sold   205,470     152,975     559,557     483,108  
Gross profit 24,605   18,929   66,968   59,127  
Selling, general and administrative expenses 23,082   17,986   63,409   54,914  

Loss on sale of building

  -     -      (350)    -  
Income from operations 1,523   943   3,209   4,213  
Interest expense, net   310     159     707      545  
Income  before income taxes 1,213   784   2,502   3,668  
Income tax provision   449     291     926      1,358  

Income before cumulative effect of change in accounting principle

764   493   1,576    2,310  

Cumulative effect of change in accounting principle

   -      -       (10,796)      -  
Net income (loss) $ 764       $ 493  

$ (9,220)     $ 2,310  

 
Earnings (loss) per share:

Income before cumulative effect of change in accounting principle

$ 0.07   $ 0.05   $ 0.15   $ 0.22   

Cumulative effect of change in accounting principle

  -     -     (1.02)    -   
$ 0.07   $ 0.05  

$ (0.87)  $ 0.22   

 
Diluted Earnings (loss) per share:

Income before cumulative effect of change in accounting principle

$ 0.07   $ 0.05   $ 0.14   $ 0.22   

Cumulative effect of change in accounting principle

  -      -     (0.97)    -   
$ 0.07   $ 0.05  

$ (0.83)  $ 0.22   

Basic weighted average number of shares outstanding

  10,759     10,419     10,630     10,419   

Diluted weighted average number of shares outstanding

  11,074     10,636     11,099     10,472  

See condensed notes to consolidated financial statements.

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Table of Contents

PC Mall, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)

       

 For the nine months ended

September 30,

 
2002 2001
Cash flows from operating activities:
Net income (loss)

$

(9,220) 

$

2,310   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

     Cumulative effect of change in accounting principle   10,796         -      

Depreciation and amortization

3,391   4,350   

Provision for deferred income taxes

926   1,358   

Loss on disposal of fixed assets

-   41   
     Loss on sale of building   350       -      

Changes in assets and liabilities, net of effects of acquisitions:

Accounts receivable (11,280)  13,314   
Inventories (3,097)  3,789   
Prepaid expenses and other current assets (417)  512   
Other assets (429)  (210)  
Accounts payable 11,501    (13,709) 
Accrued expenses and other current liabilities   (1,108)     (1,634) 
Deferred revenue   787     (1,454) 

Total adjustments

  11,420     6,357  
Net cash provided by operating activities   2,200     8,667  
 
Cash flows from investing activities:
Purchase of property and equipment (2,492) (989)  
  Payments for costs incurred for acquisition of business   (10,351)     -      
Proceeds from sale of property and equipment   1,813    81   
Net cash used in investing activities   (11,030)   (908)  
 
Cash flows from financing activities:
Payments for deferred financing costs (179) (697)  
Borrowings under notes payable -   2,000   
Payments under notes payable (834) (647)  
Net borrowings/(payments) under line of credit 9,446  (13,736)  
Principal payments of obligations under capital leases (328) (430)  
  Repurchase of common stock (120)   -     
Proceeds from stock issued under stock option plans   73     -   
Net cash provided by/(used in) financing activities   8,058   (13,510)  
 
Net decrease in cash and cash equivalents (772)  (5,751)  
Cash and cash equivalents:
Beginning of period   9,972      12,195   
End of period

$

9,200    $ 6,444   

See condensed notes to consolidated financial statements.

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Table of Contents

PC Mall, Inc.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.       Basis of Presentation 

The consolidated interim financial statements include the accounts of PC Mall, Inc., a Delaware corporation, (formerly IdeaMall, Inc. and Creative Computers, Inc.) and its wholly owned subsidiaries (collectively, the "Company") and have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments consisting solely of normal recurring items necessary to present fairly the financial position of the Company at September 30, 2002 and December 31, 2001 and the results of operations for the three and nine months ended September 30, 2002 and 2001, and cash flows for the nine months ended September 30, 2002 and 2001. The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year.

2.       Change in Accounting Principle and Recent Accounting Pronouncements

In July 2001, the FASB issued Statements of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" ("FAS 142").  These standards change the accounting for business combinations by, among other things, prohibiting the prospective use of pooling-of-interests accounting and requiring companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life.  Instead, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment.  In January 2002, the Company adopted FAS 142 and will perform its annual impairment review during the fourth quarter of each year, commencing in the fourth quarter of 2002.   However, goodwill of a reporting unit will be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Under FAS 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value, including consideration of the Company's market capitalization.  The Company's reporting units are generally consistent with the operating segments underlying the segments identified in Note 4 - Segment Information.  This methodology differs from the Company's previous policy, as permitted under accounting standards existing at that time, of using undiscounted cash flows to determine if goodwill is recoverable.

In the second quarter of 2002, the Company completed its assessment of the impact of FAS 142, and, as required by the provisions of FAS 142, effective January 1, 2002, the Company recorded a one-time, non-cash charge of approximately $10.8 million to reduce the carrying value of its goodwill.  Such charge is reflected as a cumulative effect of a change in accounting principle in the accompanying consolidated statement of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets."  SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of" and APB Opinion No. 30, "Reporting Extraordinary, Unusual and Infrequently Occurring Events and Transactions" and amends APB No. 51, "Consolidated Financial Statements."  This Statement was issued to address the accounting for a segment of a business accounted for as a discontinued operation under APB No. 30 and to establish a single accounting model based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale.  The Statement is effective for financial statements issued for fiscal years beginning after December 15, 2001.  The adoption of this statement did not have a material impact on the Company's consolidated financial statements.

In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13, and Technical Corrections."  Among other things, SFAS No. 145 rescinds various pronouncements regarding early extinguishment of debt and allows extraordinary accounting treatment for early extinguishment only when the provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are met.  SFAS No. 145 provisions regarding early extinguishment of debt are generally effective for fiscal years beginning after May 15, 2002.  Management does not believe that the adoption of this statement will have a material impact on the Company's consolidated financial statements.

In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities."  This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The principal difference between this Statement and Issue 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity.  This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.  Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan.  A fundamental conclusion reached in this Statement is that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability.  Therefore, this Statement eliminates the definition and requirements for recognition of exit costs in Issue 94-3.  This Statement also establishes that fair value is the objective for initial measurement of the liability.  The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002.  The Company does not believe that this Statement will have a material impact on its consolidated financial statements.

6


 3.      Net income (loss) per share

Basic Earnings Per Share ("EPS") excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reported periods.  Diluted EPS reflects the potential dilution that could occur under the treasury stock method if stock options and other commitments to issue common stock were exercised. The computation of Basic and Diluted EPS is as follows (in thousands, except per share data):

 

Three Months Ended

Nine Months Ended

September 30,

September 30,

2002 2001 2002 2001

Income before cumulative effect of change in accounting principle

$ 764       $ 493       $ 1,576       $ 2,310  

Cumulative effect of change in accounting principle

  -     -   (10,796)    -  
Net income (loss) $ 764   $ 493  

$ (9,220)  $ 2,310  

Weighted average shares - Basic 10,759   10,419    10,630   10,419  

Effect of dilutive stock options and warrants

  315     217      469     53  

Weighted average shares - Diluted

  11,074     10,636     11,099     10,472  

Net earnings (loss) per share - Basic

                               

Income before cumulative effect of change in accounting principle

$ 0.07       $ 0.05       $ 0.15        $ 0.22  

Cumulative effect of change in accounting principle

    -         -         (1.02)         -    
  $ 0.07   $ 0.05  

$ (0.87)   $ 0.22    

Net earnings (loss) per share - Diluted

                             

Income before cumulative effect of change in accounting principle

$ 0.07       $ 0.05       $ 0.14       $ 0.22    

Cumulative effect of change in accounting principle

    -         -         (0.97)         -    
    $ 0.07   $ 0.05  

(0.83)   $ 0.22  

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4.       Segment Information

The Company operates in three reportable segments: 1) a rapid response supplier of technology solutions for business, government and educational institutions as well as consumers, collectively referred to as the "Core Business"; 2) a multi-category Internet retailer under the eCOST.com brand, and 3) a rapid response supplier of Linux-based products and services provided under the eLinux brand, which commenced operations in February 2001.

Summarized segment information for the three and nine months ended September 30, 2002 and 2001 is as follows (in thousands):

Three months ended September 30, 2002

Core Business (1)

eCOST.com

eLinux

Consolidated
Net sales $ 205,700   $ 23,449   $ 926   $ 230,075  
Gross profit 22,472   2,055    78   24,605  
Income (loss) from operations 1,364   424    (265)  1,523  

Three months ended September 30, 2001

Core Business

eCOST.com