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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: June 30, 2003

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 [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]    No [X]

There were 10,609,851 outstanding shares of Common Stock at August 13, 2003.

 


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 2. Changes in Securities and Use of Proceeds 16
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)

 

June 30, 2003

(unaudited)

    December 31, 2002
Assets

Current assets:

Cash and cash equivalents

$

3,763  

$

11,422  

Accounts receivable, net of allowance for doubtful accounts

61,854  

54,747  

Inventories

56,867  

55,235  

Prepaid expenses and other current assets

2,214  

3,038  

  Deferred income taxes

2,657  

   

2,657  

Total current assets   127,355   127,099  
         
Property and equipment, net 9,726   9,214  
Goodwill, net 861   804  
Deferred income taxes 9,990   10,718  
Other assets 1,788       1,525  

$

149,720  

$

149,360 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable

$

52,063  

$

61,865
Accrued expenses and other current liabilities 11,577   14,066
Deferred revenue 8,065   10,532
Line of credit 30,364   17,497
Capital leases - current -   124
  Notes payable - current 1,750       167
Total current liabilities 103,819   104,251
             
Total liabilities 103,819    104,251 
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; 10,795,997 and 10,789,947 shares issued; and 10,501,997 and 10,632,347 shares outstanding, respectively

11  11 
Additional paid-in capital 75,845  75,833 
Treasury stock at cost: 294,200 and 157,600 shares, respectively (1,015) (556)
  Retained earnings (accumulated deficit) (28,940)     (30,179)  
      Total stockholders' equity 45,901      45,109   
 

$

149,720

$

149,360 

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

      Six months ended

June 30,

June 30,
2003 2002

2003

2002
Net sales $ 218,862   $ 204,945   $ 453,659   $ 396,450  
Cost of goods sold   188,160     182,452     394,092     354,087  
Gross profit 30,702   22,493   59,567   42,363  
Selling, general and administrative expenses 23,095  20,275  47,116   38,919  
Advertising expense (see Note 2)   5,773      941      9,965       1,408  

Loss on sale of building

  -     350     -     350  
Income from operations 1,834   927   2,486   1,686  
Interest expense, net   331     202     519      397  
Income  before income taxes 1,503   725   1,967   1,289  
Income tax provision   556     269     728     477  

Income before cumulative effect of change in accounting principle

947   456   1,239   812  

Cumulative effect of change in accounting principle

   -      -       -      (6,801) 
Net income (loss) $ 947     $ 456  

$ 1,239     $ (5,989) 
 
Earnings (loss) per share:

Income before cumulative effect of change in accounting principle

$ 0.09   $ 0.04   $ 0.12   $ 0.08 

Cumulative effect of change in accounting principle

  -     -     -     (0.64) 
$ 0.09   $ 0.04  

$ 0.12   $ (0.56) 
 
Diluted Earnings (loss) per share:

Income before cumulative effect of change in accounting principle

$ 0.09   $ 0.04   $ 0.11   $ 0.07   

Cumulative effect of change in accounting principle

  -      -     -     (0.60)  
$ 0.09   $ 0.04  

$ 0.11   $ (0.53)  

Basic weighted average number of shares outstanding

  10,535     10,716     10,566     10,680  

Diluted weighted average number of common and common equivalent shares outstanding

  11,115     11,263     11,119     11,199  

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 six months ended

June 30,

 
2003 2002
Cash flows from operating activities:
Net income (loss)

$

  1,239

$

(5,989)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

     Cumulative effect of change in accounting principle    -     6,801  

Depreciation and amortization

 2,090 1,989

Provision for deferred income taxes

 728 477
   Gain on sale of fixed assets (64) -
     Loss on sale of building    -     350  

Changes in assets and liabilities, net of acquisitions:

Accounts receivable  (7,107) (8,526)
Inventories  (1,632) 1,469
Prepaid expenses and other current assets  824  (411)
Other assets  (106) (693)
Accounts payable  (1,816) (16,439)
Accrued expenses and other current liabilities    (2,492)   (56)
Deferred revenue (2,467) (685)
   Total adjustments (12,042) (15,724) 
Net cash used in operating activities (10,803) (21,713)
 
Cash flows from investing activities:
Purchase of property and equipment (2,255) (1,453)
  Payments for costs incurred for acquisition of business    -     (109)  
Net cash used in investing activities (2,255) (1,562)
 
Cash flows from financing activities:
Payments for deferred financing costs  (440) (179)
Borrowings under notes payable 2,000
Payments under notes payable  (417) (500)
Net borrowings under line of credit  12,867 5,586 
Increase (decrease) in book overdraft (8,040) 14,683 
Principal payments of obligations under capital leases  (124) (218)
  Repurchase of common stock  (459)   -      
Proceeds from stock issued under stock option plans    12     69
Net cash provided by financing activities    5,399   19,441
 
Net decrease in cash and cash equivalents  (7,659) (3,834)
Cash and cash equivalents:
Beginning of period    11,422     9,972
End of period

$

 3,763   $ 6,138

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, 2002. 

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 June 30, 2003 and December 31, 2002 and the results of operations for the three and six months ended June 30, 2003 and 2002, and cash flows for the six months ended June 30, 2003 and 2002.  The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year.

Reclassifications

Certain reclassifications have been made to the 2002 financial statement amounts to conform to the 2003 presentation.

2.       Change in  Accounting Principle and Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which changes the accounting for goodwill and indefinite-lived intangible assets from an amortization method to an impairment-only approach. Under SFAS 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. 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. The Company's reporting units are generally consistent with the operating segments underlying the segments identified in Note 4 - Segment Information.

In the second quarter of 2002, the Company completed its assessment of the impact of SFAS 142, and, as required by the provisions of SFAS 142, effective January 1, 2002, the Company recorded a one-time, non-cash charge of approximately $6.8 million, net of tax, 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 condensed consolidated statement of operations and statement of cash flows.

The Company has adopted the provisions of SFAS No. 148, "Accounting for Stock Based Compensation -- Transition and Disclosure" ("SFAS 148"), which amends FASB Statement No. 123, "Accounting for Stock-Based Compensation." As permitted by SFAS 148, the Company continues to measure compensation cost in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations, but provides pro forma disclosures of net income and earnings per share as if the fair-value method had been applied. See Note 6 - Stock-Based Compensation for related disclosures.

In November 2002, the FASB issued EITF No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor" ("EITF 02-16"). EITF 02-16 requires that consideration received by a customer from a vendor is considered (a) an adjustment of the prices of the vendor's products or services and therefore, characterized as a reduction of cost of sales when recognized in the reseller's statement of operations, (b) an adjustment to a cost incurred by the reseller and, therefore, characterized as a reduction of that cost when recognized in the reseller's statement of operations, or (c) a payment for assets or services delivered to the vendor, and therefore, characterized as revenue when recognized in the reseller's statement of operations. Adoption of EITF 02-16 is required for the Company for new agreements, including modifications of existing agreements, entered into after December 31, 2002.  As a result of the adoption of EITF 02-16, the Company recorded approximately $6.7 million and $10.3 million as a reduction of cost of sales for the three and six months ended June 30, 2003, respectively.  Of these amounts, $6.6 million and $10.2 million would have previously been netted against advertising expense, respectively, and $0.1 million against selling, general, and administrative expenses.
 

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149").  This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".  The Company does not expect SFAS 149 to have a significant impact on its consolidated financial statements.

In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" ("SFAS 150").  SFAS 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer.  This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.  Adoption of SFAS 150 is not expected to materially affect the Company's financial statements.

6


 3.      Net income (loss) per share

Basic Earnings Per Share ("EPS") excludes dilution and is computed by dividing net income 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

Six Months Ended

June 30,

June 30,

2003 2002 2003 2002

Income before cumulative effect of change in accounting principle

$ 947      $ 456       $   1,239     $ 812  

Cumulative effect of change in accounting principle

    -     -   (6,801) 
Net income (loss) $ 947  $ 456  

$  1,239 $ (5,989) 

Weighted average shares - Basic   10,535 10,716    10,566  10,680  

Effect of dilutive stock options and warrants

   580   547     553    519  

Weighted average shares - Diluted

     11,115   11,263     11,119    11,199  

Net earnings (loss) per share - Basic

                               

Income before cumulative effect of change in accounting principle

$    0.09     $ 0.04       $    0.12      $ 0.08  

Cumulative effect of change in accounting principle

       -       -           -        (0.64)   
Net income (loss)   $   0.09 $ 0.04  

$   0.12  $ (0.56)   
                             

Net earnings (loss) per share - Diluted

                             

Income before cumulative effect of change in accounting principle

$   0.09     $ 0.04       $   0.11      $ 0.07    

Cumulative effect of change in accounting principle

       -       -           -       (0.60)   
 Net income (loss)   $    0.09 $ 0.04  

  0.11  $ (0.53) 

7


4.       Segment Information

The Company operates in two 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", and 2) a multi-category Internet retailer of new, refurbished and close-out products under the eCOST.com brand.  Beginning in the first quarter of 2003,  the Company integrated its eLinux segment into the Core Business segment.  The Company allocates resources to and evaluates the performance of its segments based on operating income.  Corporate expenses are included in the Company's measure of segment operating income for management reporting purposes.

Summarized segment information for the three and six months ended June 30, 2003 and 2002 is as follows (in thousands):

Three months ended June 30, 2003

Core Business (1)

eCOST.com

Consolidated
Net sales $ 194,793    $ 24,069    $ 218,862
Gross profit 27,832    2,870    30,702
Income from operations 1,601    233    1,834

Three months ended June 30, 2002</