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
(Registrants 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.
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PART I - FINANCIAL INFORMATION
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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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.
4
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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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.
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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)
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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