(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
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
(Exact name of registrant as specified in its charter)
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Delaware |
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95-4518700 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
2555 West 190th Street, Suite 201
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 11,532,584 outstanding shares of common stock at November 12, 2004.
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September 30, 2004 (unaudited) |
December 31, 2003 | |||
| Assets | |||||
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Current assets: |
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Cash and cash equivalents |
$ |
26,618 | $ | 7,819 | |
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Accounts receivable, net of allowance for doubtful accounts |
85,088 | 71,401 | |||
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Inventories |
60,581 | 80,542 | |||
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Prepaid expenses and other current assets |
5,914 | 3,909 | |||
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Deferred income taxes |
3,578 | 3,578 | |||
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Total current assets |
181,779 | 167,249 | |||
| Property and equipment, net | 10,031 | 10,438 | |||
| Goodwill | 1,355 | 861 | |||
| Deferred income taxes | 10,567 | 9,269 | |||
| Other assets | 1,147 | 1,353 | |||
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Total assets |
$ |
204,879 | $ | 189,170 | |
| Liabilities and Stockholders' Equity | |||||
| Current liabilities: | |||||
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Accounts payable |
$ |
57,427 | $ | 83,856 | |
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Accrued expenses and other current liabilities |
17,477 | 16,621 | |||
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Deferred revenue |
14,437 | 11,348 | |||
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Line of credit |
40,375 | 26,202 | |||
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Notes payable - current |
500 | 1,000 | |||
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Total current liabilities |
130,216 | 139,027 | |||
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Notes payable |
2,875 | 250 | |||
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Total liabilities |
133,091 | 139,277 | |||
| Minority interest | 4,356 | - | |||
| Stockholders' equity: | |||||
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Preferred stock, $.001 par value, 5,000,000 shares authorized; none issued and outstanding |
- | - | |||
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Common stock, $.001 par value; 30,000,000 shares authorized; 11,510,426 and 11,165,399 shares issued; and 11,216,226 and 10,871,199 shares outstanding, respectively |
12 | 11 | |||
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Additional paid-in capital |
95,972 | 78,032 | |||
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Deferred stock-based compensation |
(1,458) | - | |||
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Treasury stock, at cost: 294,200 shares |
(1,015) | (1,015) | |||
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Translation adjustment |
4 | 1 | |||
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Retained earnings (accumulated deficit) |
(26,083) | (27,136) | |||
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Total stockholders' equity |
67,432 | 49,893 | |||
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Total liabilities, minority interest and stockholders' equity |
$ |
204,879 | $ | 189,170 |
See notes to condensed consolidated financial statements.
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Three months ended September 30, 2004 |
Nine months ended September 30, 2004 |
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2004 |
2003 | 2004 | 2003 | ||||||||
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Net sales |
$ | 283,288 | $ | 231,996 | $ | 831,903 | $ | 685,654 | |||
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Cost of goods sold |
248,342 | 199,770 | 726,981 | 593,861 | |||||||
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Gross profit |
34,946 | 32,226 | 104,922 | 91,793 | |||||||
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Selling, general and administrative expenses |
27,787 | 23,832 | 82,266 | 70,952 | |||||||
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Non-cash stock compensation expense relating to selling, general and administrative expenses |
1,377 | 181 | 1,471 | 181 | |||||||
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Advertising expense, net (see Note 2) |
5,242 | 6,785 | 18,363 | 16,751 | |||||||
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Income from operations |
540 | 1,428 | 2,822 | 3,909 | |||||||
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Interest expense, net |
447 | 313 | 1,358 | 831 | |||||||
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Income before income taxes |
93 | 1,115 | 1,464 | 3,078 | |||||||
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Income tax provision |
55 | 412 | 583 | 1,140 | |||||||
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Income before minority interest |
38 | 703 | 881 | 1,938 | |||||||
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Minority interest, net of tax |
172 | - | 172 | - | |||||||
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Net income |
$ | 210 | $ | 703 | $ | 1,053 | $ | 1,938 | |||
| Earnings per share: | |||||||||||
| Basic | $ | 0.02 | $ | 0.07 | $ | 0.10 | $ | 0.18 | |||
| Diluted | $ | 0.02 | $ | 0.06 | $ | 0.09 | $ | 0.17 | |||
| Weighted average shares outstanding: | |||||||||||
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Basic |
11,181 | 10,640 | 11,033 | 10,591 | |||||||
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Diluted |
12,183 | 11,700 | 12,148 | 11,401 | |||||||
See notes to condensed consolidated financial statements.
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Common Stock |
Additional Paid-in Capital |
Deferred Stock-Based Compensation |
Treasury Stock |
Translation Adjustment |
Retained Earnings (Accumulated Deficit) |
Total | ||||
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Common Shares
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| Issued | Outstanding | |||||||||
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Balance at December 31, 2003 |
11,165 | 10,871 | $ 11 | $ 78,032 | $ - | $ (1,015) | $ 1 | $ (27,136) | $ 49,893 | |
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Stock option exercises, including related income tax benefit |
345 | 345 | 1 | 3,079 | - | - | - | - | 3,080 | |
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Deferred stock-based compensation |
- | - | - | - | (1,458) | - | - | - | (1,458) | |
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Additional paid-in-capital related to deferred stock-based compensation |
- | - | - | 2,839 | - | - | - | - | 2,839 | |
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Minority Interest |
- | - | - | (4,529) | - | - | - | - | (4,529) | |
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Capital contributed by minority stockholders of subsidiary, net |
- | - | - | 16,551 | - | - | - | - | 16,551 | |
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Translation adjustment |
- | - | - | - | - | - | 3 | - | 3 | |
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Net Income |
- | - | - | - | - | - | - | 1,053 | 1,053 | |
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Balance at September 30, 2004 |
11,510 | 11,216 | $ 12 | $ 95,972 | $ (1,458) | $ (1,015) | $ 4 | $ (26,083) | $ 67,432 | |
See notes to condensed consolidated financial statements.
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For the nine months ended September 30, |
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| 2004 | 2003 | |||
| Cash flows from operating activities: | ||||
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Net income |
$ |
1,053 |
$ |
1,938 |
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Adjustments to reconcile net income to net cash provided by/(used in) operating activities: |
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Depreciation and amortization |
3,064 | 3,105 | ||
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Provision for deferred income taxes |
584 |
1,140 |
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Non-cash stock-based compensation |
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1,471 |
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181 |
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Gain on sale of fixed assets |
(3) |
(67) |
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Minority interest |
(172) |
- |
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Changes in operating assets and liabilities: |
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Accounts receivable |
(13,687) |
(18,299) |
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Inventories |
19,961 |
(6,104) |
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Prepaid expenses and other current assets |
(2,005) |
1,396 |
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Other assets |
63 |
(15) |
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Accounts payable |
(10,211) |
3,198 |
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Accrued expenses and other current liabilities |
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(184) |
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190 |
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Deferred revenue |
3,089 |
1,410 |
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Total adjustments |
1,970 | (13,865) | ||
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Net cash provided by/(used in) operating activities |
3,023 | (11,927) | ||
| Cash flows from investing activities: | ||||
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Purchase of property and equipment |
(2,488) | (3,277) | ||
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Proceeds from sale of property and equipment |
3 | - | ||
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Net cash used in investing activities |
(2,485) | (3,277) | ||
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Cash flows from financing activities: |
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Payments for deferred financing costs |
(25) | (447) | ||
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Decrease in book overdraft |
(16,218) | (6,832) | ||
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Borrowings under notes payable |
2,625 | 2,000 | ||
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Payments under notes payable |
(500) | (667) | ||
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Net borrowings under line of credit |
14,173 | 15,186 | ||
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Net proceeds of eCOST.com initial public offering |
18,690 | - | ||
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Payments for initial public offering costs |
(1,684) | - | ||
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Principal payments of obligations under capital leases |
- | (124) | ||
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Repurchase of common stock |
- | (459) | ||
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Proceeds from stock issued under stock option plans |
1,198 | 959 | ||
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Net cash provided by financing activities |
18,259 | 9,616 | ||
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Effect on foreign currency on cash flow |
2 | (11) | ||
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Net decrease in cash and cash equivalents |
18,799 | (5,599) | ||
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Cash and cash equivalents: |
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Beginning of period |
7,819 | 11,422 | ||
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End of period |
$ |
26,618 |
$ |
5,823 |
See notes to condensed consolidated financial statements.
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 Companys Annual Report on Form 10-K for the year ended December 31, 2003 and with the Companys Quarterly Reports on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments consisting solely of normal recurring items necessary for a fair statement of the financial position of the Company at September 30, 2004 and December 31, 2003 and the results of operations for the three and nine months ended September 30, 2004 and 2003, and cash flows for the nine months ended September 30, 2004 and 2003. The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year.
The Company accounts for its stock option plans using the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB 25") and related interpretations. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying common stock exceeded the exercise price. Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") established accounting and disclosure requirements using a fair value-based method for stock option plans. As allowed by SFAS 123, the Company continues to apply the intrinsic value-based method of accounting, and has adopted the disclosure requirements of SFAS 123. Accordingly, the Company does not record compensation expense on issuance of stock options to employees, as all options issued to employees to date were granted at the then-current market value at the date of grant, except for the option grant in March 2004 by the Company's subsidiary eCOST.com, Inc. ("eCOST.com") as discussed in Note 6.
Had compensation cost on all grants been determined consistent with SFAS 123, the Companys net income and earnings per share would have been reduced to the pro forma amounts shown below (in thousands, except per share amounts).
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Three months ended September 30, |
Nine months ended September 30, |
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2004 |
2003 |
2004 |
2003 |
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| Net income (as reported) | $ | 210 | $ | 703 | $ | 1,053 | $ | 1,938 | ||
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Less: compensation expense as determined under SFAS 123, net of related taxes |
(888) | (201) | (1,761) | (709) | ||||||
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Add: stock-based compensation expense included in reported net income, net of related taxes |
649 | - | 752 | - | ||||||
| Pro forma net income (loss) | $ | (29) | $ | 502 | $ | 44 | $ | 1,229 | ||
| Earnings per share - Basic | ||||||||||
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As reported |
$ | 0.02 | $ | 0.07 | $ | 0.10 | $ | 0.18 | ||
| Pro forma | $ | 0.00 | $ | 0.05 | $ | 0.00 | $ | 0.12 | ||
| Earnings per share - Diluted | ||||||||||
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As reported |
$ | 0.02 | $ | 0.06 | $ | 0.09 | $ | 0.17 | ||
| Pro forma | $ | 0.00 | $ | 0.04 | $ | 0.00 | $ | 0.11 | ||