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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
22 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 608-7000
---------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- -------------------------
Common Stock, par value $ .01 per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
--------------------
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best knowledge of the registrant, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 17, 2000 was approximately $88,171,000. For
purposes of this computation, all executive officers and directors of the
Registrant and all parties to the Stockholders Agreement dated as of June 15,
1995 have been deemed to be affiliates. Such determination should not be deemed
to be an admission that such persons are, in fact, affiliates of the Registrant.
The number of shares outstanding of the registrant's common stock, as
of March 17, 2000, was 34,572,290 shares.
Documents incorporated by reference: The definitive Proxy Statement of
Systemax Inc. relating to the 2000 Annual Meeting of Stockholders is
incorporated by reference in Part III hereof.
TABLE OF CONTENTS
Part I
Item 1. Business...........................................................1
General..........................................................1
Recent Developments..............................................2
Products.........................................................2
Sales and Marketing..............................................2
Distribution Centers.............................................5
Suppliers........................................................5
Management Information Systems...................................5
Research and Development.........................................6
Competition......................................................6
Employees........................................................7
Environmental Matters............................................8
Financial Information About Foreign and Domestic Operations......8
Item 2. Properties.........................................................9
Item 3. Legal Proceedings..................................................9
Item 4. Submission of Matters to a Vote of Security Holders...............10
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.............................................10
Item 6. Selected Financial Data...........................................10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk........17
Item 8. Financial Statements and Supplementary Data.......................17
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure........................................18
Part III
Item 10. Directors and Executive Officers of the Registrant................18
Item 11. Executive Compensation............................................18
Item 12. Security Ownership of Certain Beneficial Owners and Management....18
Item 13. Certain Relationships and Related Transactions....................18
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...18
Signatures........................................................21
PART I
UNLESS OTHERWISE INDICATED, ALL REFERENCES HEREIN TO SYSTEMAX INC.
(SOMETIMES REFERRED TO AS "SYSTEMAX" OR THE "COMPANY") INCLUDE ITS SUBSIDIARIES.
ITEM 1. BUSINESS.
GENERAL
Systemax is a direct marketer of both private label and brand name
personal desktop computers ("PCs"), notebook computers, computer related
products and industrial products in North America and Europe. The Company
assembles its own PCs, primarily on a "build to order" basis, and sells them
under the trademarks MIDWEST MICRO(R), SYSTEMAX(TM), TIGER(R) and ULTRA(TM). The
Company features a broad selection oF products, extensive customer service and
prompt order fulfillment. Systemax has grown rapidly as a result of internal
growth and strategic acquisitions while maintaining a high level of
profitability. The Company's net sales have increased at a compound annual
growth rate of 29% to $1.75 billion in 1999 from $634.5 million in 1995.
Computers and computer related products accounted for 87% of the Company's net
sales in 1999.
Systemax markets its products through an integrated system of
distinctively branded, full-color direct mail catalogs, proprietary "e-commerce"
Internet sites and personalized "relationship marketing" to business customers.
The Company targets individuals at major accounts (customers with more than
1,000 employees), mid-sized accounts (customers with 20 to 1,000 employees),
small office/home office ("SOHO") customers and resellers. The Company's
portfolio of catalogs includes such established brand names as GLOBAL COMPUTER
SUPPLIES(TM), MISCO(R), HCS GLOBAL(TM), HCS MISCO(TM), ARROWSTAR(TM),
DARTEK.COM, POWER UP!(R), TIGERDIRECT.COM(TM), 06(TM), MIDWEST MICRO(TM) and
INFOTEL(TM). Catalog mailings increased from approximately 98 million catalogs
comprising 18 different titles in 1993 to approximately 171 million catalogs
comprising 37 different titles in 1999. The Company currently has 19 e-commerce
web sites and in 1999 generated over $83 million in unassisted Internet sales.
At December 31, 1999, the Company had 1.8 million active customers (defined as
individuals who have purchased from the Company within the preceding 12 months)
and combined customer and prospect files of more than 48 million names.
The Company operates in nine locations in North America. The Company's
North American operations accounted for 72% of net sales in 1999. For some of
the Company's operations, functions such as merchandising, marketing, purchasing
and information systems are performed centrally.
European operations, which represented 28% of net sales for 1999, are
generated from nine sales and distribution centers located across Europe: two in
England and one each in Scotland, France, Germany, Italy, Spain, the Netherlands
and Sweden.
Most of the Company's products are carried in stock, and orders for
such products are fulfilled directly from the Company's distribution centers,
typically on the day the order is received. The strategic locations of the
Company's distribution centers allow next day or second day delivery via low
cost ground carriers throughout the United States, Canada and Western Europe.
The strategic locations in Europe have enabled the Company to market into four
additional countries with limited incremental investment. The Company also
maintains relationships with a number of distributors that deliver products
directly to the Company's customers.
RECENT DEVELOPMENTS
In October 1999 the Company acquired the assets of Proteva Inc.
("Proteva"), a brand name personal computer manufacturer and distributor
headquartered in Posen, Illinois for cash and the assumption of certain
obligations. Proteva PCs are generally sold through large national and regional
merchandisers and consumer electronics chains.
PRODUCTS
In positioning itself as a corporate supplier, the Company has
consistently expanded the breadth of its product offerings in order to fulfill
the increasingly wide range of product needs of its business customers. In
total, Systemax offers over 40,000 brand name and private label products.
Computer sales include a wide array of private label PCs complemented
by offerings of brand named PCs and notebook computers. The Company's computer
related products include supplies such as laser printer toner cartridges, ink
jet printer cartridges, and paper; media such as floppy disks and magnetic tape
cartridges; peripherals such as hard disk drives, printers and scanners; memory
upgrades; data communication and networking equipment; ergonomic accessories
such as adjustable monitor support arms and anti-glare screens; and packaged
software.
The Company's industrial products include storage equipment such as
metal shelving, bins and lockers, light material handling equipment such as hand
carts and hand trucks; furniture, small office machines and related supplies;
and consumable industrial products such as first aid items, safety items,
protective clothing and OSHA compliance items. The table below summarizes the
Company's mix of sales by product category:
PRODUCT TYPE - YEAR ENDED DECEMBER 31 (PERCENTAGE OF TOTAL SALES)
-----------------------------------------------------------------
1999 1998 1997
---- ---- ----
Computer and Computer Related Products............ 87% 84% 80%
Industrial Products............................... 13 16 20
-- -- --
Total............................................. 100% 100% 100%
==== ==== ====
Historically, the Company focused primarily on non-branded or private
label products. In 1993 the Company expanded its offerings of brand name
computer related products, including peripherals, data communications and
networking equipment, software and supplies. In 1995 the Company further
expanded its offering of brand name products to include notebooks, desktops and
servers. In addition, in 1997 the Company entered the "build to order" PC market
through the acquisition of Infotel, Inc. (now Midwest Micro Corp.). In 1998 and
1999 the Company has focused its efforts on the expansion of its PC assembly
business by substantially increasing its factory capacity. These strategies have
impacted the Company's overall gross profit margin percentages as sales of PCs
typically have lower gross profit margin percentages than many of the Company's
other products. A significant amount of this decrease in gross profit margin has
been offset by reduced catalog production costs resulting from increased levels
of vendor supported advertising, improved catalog management, and cost
efficiencies.
SALES AND MARKETING
Systemax has established an integrated three-pronged system of direct
marketing designed to maximize sales. The Company's traditional method of
frequent catalog mailings generating inbound telephone sales has been
complemented by more personalized "relationship marketing" to larger business
customers and the availability of interactive Company web sites which allow
customers to purchase products directly over the Internet. The Company believes
that the integration of these three marketing methods will enable it to more
thoroughly penetrate its customer base. Increased Internet exposure, for
example, should lead not only to more Internet sales but can also generate more
inbound telephone sales; just as catalog mailings which feature the Company's
web sites can result in greater Internet sales.
CATALOGS AND INBOUND SALES
The Company produces a total of 37 full-line and targeted specialty
catalogs under distinct titles. Full-line computer product catalogs offer
products such as PCs and hardware, peripherals, magnetic media, data
communication, networking and power protection equipment, ergonomic accessories,
furniture and software. Full-line industrial product catalogs offer products
such as material handling products and industrial supplies. Specialty catalogs
contain more focused product offerings and are targeted to individuals most
likely to purchase from such catalogs. Systemax mails multiple catalogs to many
individuals at each location, providing the Company with multiple
points-of-entry into a business location. Once a prospect purchases a particular
product, however, the Company's customers have exhibited strong brand loyalty,
resulting in limited customer overlap among the Company's various catalog
brands. This multiple brand strategy, with the accompanying customer exposure to
the Company's products, is a crucial factor in the Company's strategy to
increase sales volume through broader market coverage and improve the
productivity of its customer file through more focused marketing.
During 1999, the Company distributed approximately 171 million
catalogs, of which approximately 134 million catalogs were mailed in North
America and approximately 37 million catalogs were distributed in Europe. At
December 31, 1999, the Company had 1.8 million active customers.
The Company's in-house staff designs all of the Company's catalogs.
Catalog paper is purchased from various sources and has historically been
subject to price fluctuations. The printing of the catalogs is done by third
parties under fixed pricing arrangements. In-house catalog production helps
reduce overall catalog expense and shortens catalog production time. This allows
the Company the flexibility to alter its product offerings and pricing and to
refine its catalog formats more quickly.
Systemax's catalogs generate calls to the inbound sales group. Sales
representatives use the capabilities of the Company's information systems to
fulfill orders and explore additional customer product needs. Each sales
representative has immediate access to customer files, including usage and
billing information, and real-time inventory levels by distribution center.
Using this data, inbound sales personnel are also prompted by their computer
screen to cross-sell selected products and obtain specific information relating
to customer-specific purchasing habits and product needs.
RELATIONSHIP MARKETING
The Company's relationship marketing program focuses on expanding
penetration of large and mid-sized businesses by establishing a personal
relationship between such customers and a designated Systemax account manager.
In the United States, Systemax also has the ability to provide such customers
with electronic data interchange ("EDI") ordering and customized billing
services, customer savings reports and stocking of specialty items specifically
requested by customers. The goal of the relationship marketing sales force is to
increase the purchasing productivity of current customers and to actively
solicit newly targeted prospects to become customers. In 1999 the Company added
approximately 300 relationship marketing personnel, for a total of approximately
1,000 by year end. As a result, relationship marketing sales increased 53% from
1998 to $723 million, or 41% of total revenues.
INTERNET MARKETING AND SALES
In the past two years, the Company has greatly expanded and upgraded
its Internet presence. By year end, the Company had nineteen e-commerce sites,
including WWW.SYSTEMAXPC.COM, WWW.GLOBALCOMPUTER.COM, WWW.MWMICRO.COM,
WWW.DARTEK.COM, WWW.TIGERDIRECT.COM, and WWW.EZBID.COM, offering a wide variety
of computer, office and industrial products. Many of these sites also permit
customers to purchase "build to order" PC's configured to their own
specifications. In 1999 the Company had over $83 million in unassisted Internet
sales, or 5% of total revenues.
CUSTOMER AND PROSPECT DATABASE
Systemax has invested consistently and aggressively in developing a
proprietary customer and prospect database. This database, which includes more
than 48 million names, represents a major asset of the Company. The Company
considers its customers to be the various individuals who work within an
organization rather than the business location itself. The customer and prospect
database includes detailed information, including company size, number of
employees, industry, various demographic and geographic characteristics and
purchasing history. Management believes that this variety and depth of
information on its customers provides Systemax a significant competitive
advantage.
CUSTOMER SERVICE AND SUPPORT
Order entry and fulfillment occurs at each of the Company's 18
locations. Systemax generally provides toll- free telephone number access to its
customers. The integration of the Company's call centers also provide domestic
locations with telephone backup in the event of a disruption in phone service.
In addition to telephone orders, Systemax also receives orders by mail, by fax,
by EDI and on the Internet.
When an order is entered into the system, it is submitted for credit
or credit card approval, as applicable. Upon approval, the order is
electronically transmitted to the warehouse and a packing slip is printed for
order fulfillment. Approximately 73% of the Company's 1999 sales were on open
account and the Company's bad debt experience has traditionally been less than
1% of sales. Orders generally are shipped by United Parcel Service in the United
States and by similar national small package delivery services in Europe, as
well as by various freight lines and local carriers. Air freight is also
available. As a result of the regional locations of the Company's warehouses,
Systemax estimates that most customers receive their orders (other than custom
items, large furniture and large industrial items shipped directly by the
vendor) within one or two business days of the order date. Customers are
invoiced for merchandise, shipping and handling promptly after shipment.
The Company provides extensive technical support to customers. A
database of commonly asked questions which is maintained for each product is
available to technical support representatives, enabling them to respond quickly
to similar questions. It also allows product managers to monitor the
effectiveness of the information provided in the catalogs. The Company conducts
regular on-site training seminars for its sales representatives to ensure that
they are well trained and informed regarding the Company's latest product
offerings.
DISTRIBUTION CENTERS
NORTH AMERICA
The Company operates nine separate sales and distribution facilities
in North America. Certain of these facilities are linked by a wide area network
management information system. In the event of adverse delivery conditions (such
as bad weather) the Company can shift inbound calls and/or order fulfillment and
shipping to an alternative location. Management believes this provides Systemax
with important operating flexibility and protection from possible sales
interruptions for many of its North American businesses. See "Management
Information Systems."
A large number of the Company's products are carried in stock, and
consequently orders for such products are fulfilled from its distribution
center. Certain products (such as selected computer hardware and large furniture
and industrial items) are shipped directly by the supplier. Individual product
types are consistently stocked in the same physical picking location, allowing
ease of picking and minimizing picking errors. Order fulfillment at the
distribution centers is done continuously throughout the day as customer orders
are received.
EUROPE
The Company has branch facilities in eight European countries and a
central office near London, England to direct their activities. The central
office is responsible for marketing support, catalog production, financial
reporting, logistics and computer programming support. In addition, each
European branch has a full service sales and distribution center to process
orders and reports to the respective country manager who has ultimate profit and
loss responsibility.
SUPPLIERS
In North America, the Company purchases the majority of its products
and components directly from manufacturers, except for certain peripherals,
software and hardware products which are purchased through wholesale
distributors. In Europe, products are sourced from a combination of local
manufacturers and wholesalers. Substantially all of the European catalog product
content is sourced in Europe. No single supplier accounted for more than 10% of
Systemax's total purchases in 1999.
Private label products are manufactured either by the Company or by
third parties to the Company's specifications. Many of these private label
products have been designed or developed by the Company's in- house research and
development teams. See "Research and Development".
MANAGEMENT INFORMATION SYSTEMS
The Company operates information systems that allow centralized
management of key functions. These include communication links between
distribution centers, inventory and accounts receivable management, purchasing,
pricing, sales and distribution, and the preparation of daily operating control
reports which provide concise and timely information regarding key aspects of
its business. These management information systems enable the Company to enhance
its flexibility by promptly shipping customer orders (usually on a same-day
basis), responding quickly to order changes and providing a high level of
customer service. The Company maintains a database of over 45 million customer
and prospect names and keeps records of historical purchasing patterns in order
to prompt sales personnel with product suggestions to expand customer order
values. In addition, the Company has developed a customer prospecting function
based upon geographic, economic and demographic data which enables Systemax to
utilize its information systems to maintain and expand its customer data files.
These applications enable the Company to achieve cost savings, deliver extensive
customer service and centrally manage its operations.
RESEARCH AND DEVELOPMENT
The Company's research and development teams design and develop
products for Systemax's private label programs. The individuals responsible for
research and development have backgrounds in engineering and industrial design.
This in-house capability provides important support to the private
label programs. Many of the Company's private label products were designed or
developed by an in-house research and development team. Examples of products
designed in-house include PC's, furniture, ergonomic monitor support arms,
printer and monitor stands, wrist rests and other durable computer related
products, storage racks and shelving systems, various stock and storage carts,
work benches, plastic bins and shop furniture. The Company owns the tooling for
many of these products, including plastic bins, computer accessories, furniture,
and metal alloy monitor arms. See "Research and Development Costs" in Footnote 1
to the Consolidated Financial Statements for further information.
COMPETITION
PCS AND NOTEBOOK COMPUTERS
The North American and European computer industries are highly
competitive with many U.S., Asian and European companies vying for market share.
There are few barriers of entry to the PC market with PCs being sold through the
direct market channel, directly from manufacturers, computer superstores, mass
merchants and over the Internet. Timely introduction of new products or product
features are critical elements to remaining competitive. Other competitive
factors include product performance, quality and reliability, technical service
and customer support, marketing and distribution and price. There can be no
assurance that the Company will be able to maintain or improve its current
competitive position with respect to any of these or other competitive factors.
Some of the Company's competitors have stronger brand-recognition, broader
product lines and greater financial, marketing, manufacturing and technological
resources than the Company. Additionally, the Company's results could also be
adversely affected should it be unable to implement effectively its
technological and marketing arrangements with other companies, such as
Microsoft(R), Intel(R) and Advanced Micro Devices.
COMPUTER RELATED PRODUCTS
The North American computer related products market is highly
fragmented and characterized by multiple channels of distribution, including
direct response (mail order) distributors, local and national retail computer
stores that carry computer supplies, computer resellers, mass merchants,
computer "superstores" and the Internet. The tremendous growth in the computer
related products market during the past ten years has been accompanied by
substantial changes in the nature of product distribution and sales. The
decentralization of computers throughout factory, business, engineering and
office environments has made it increasingly difficult and expensive for many
suppliers to use traditional direct sales methods to locate users, initiate
sales contacts and effectively provide service to customers. Average order
values also tend to be smaller than in the past, reflecting individual
requirements rather than the greater needs traditionally associated with
centralized data processing departments. These changes in the structure of the
computer related products market have placed traditional distributors with
direct sales forces at a competitive disadvantage due to their cost structures
and established selling methods. As a result, direct marketers have been able to
increase sales to the larger businesses that have traditionally been served by
contract stationers and value added resellers. They have also been able to
capture sales volume and market share from the numerous small retail computer
stores.
In Europe, the Company's major competitors are regional or
country-specific retail and direct-mail distribution companies. The Company's
presence in eight European countries provides Systemax with the flexibility to
purchase large volumes centrally. In addition, the commonality of certain core
pages of the European catalogs provides for economies in catalog production. The
Company believes that these factors allow it to take advantage of cost savings
not available to many of its competitors in Europe.
There can be no assurance that the Company will be able to maintain or
improve its current competitive position with respect to any of these or other
competitive factors.
INDUSTRIAL PRODUCTS
The market for the sale of industrial products in the United States is
highly fragmented and is characterized by multiple distribution channels such as
retail outlets, small dealerships, direct mail distribution and large warehouse
stores. Systemax also faces competition from manufacturers' own sales
representatives who sell industrial equipment directly to customers, and from
regional or local distributors. Many high volume purchasers, however, utilize
catalog distributors as their first source of product specifications. In the
industrial products market, customer purchasing decisions are primarily based on
price, product selection, product availability, level of service and
convenience. The Company believes that direct mail is an effective and
convenient distribution method to reach mid-sized facilities which place many
small orders and require a wide selection of products. In addition, because the
industrial products market is highly fragmented and generally less brand
oriented, it is well suited to private label products. The majority of the
Company's industrial products are high gross profit margin, private label
products.
Competition with respect to industrial products in the United Kingdom
is similar to competition in the U.S., with the exception that most direct mail
companies in the United Kingdom drop ship the majority of their products from
the manufacturer, resulting in long delivery lead times. As Systemax stocks the
majority of its products featured in its dedicated industrial catalogs,
management believes it has a significant advantage over most of its direct mail
competitors in the United Kingdom.
Elsewhere in Europe, no dedicated industrial catalogs are mailed by
the Company, although industrial products are featured in computer supplies
and/or office supplies catalogs. Overall, sales of industrial products in
Central European markets are not material to the Company's overall sales in
those markets.
There can be no assurance that the Company will be able to maintain or
improve its current competitive position with respect to any of these or other
competitive factors.
EMPLOYEES
As of December 31, 1999, the Company employed a total of 4,311
employees, including 4,140 full-time and 171 part-time employees, of whom 3,175
were in North America and 1,136 were in Europe.
None of the Company's employees is represented by a labor union,
except for approximately 50 warehouse employees in New York who are covered by
an "open-shop" agreement with the Company, which expires at the end of 2001.
These employees are not required to join the union.
The Company considers its relationships with employees to be good and
has not experienced a work stoppage in 24 years.
ENVIRONMENTAL MATTERS
Under various national, state and local environmental laws and
regulations in North America and Europe, a current or previous owner or operator
(including the lessee) of real property may become liable for the costs of
removal or remediation of hazardous substances at such real property. Such laws
and regulations often impose liability without regard to fault. The Company
leases most of its facilities. In connection with such leases, the Company could
be held liable for the costs of removal or remedial actions with respect to
hazardous substances. Although the Company has not been notified of, and is not
otherwise aware of, any material environmental liability, claim or
non-compliance, there can be no assurance that the Company will not be required
to incur remediation or other costs in connection with environmental matters in
the future.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
The Company conducts its business in North America (the United States and
Canada) and Europe. The following sets forth the Company's operations in its two
geographic markets (in thousands):
1999 EUROPE NORTH AMERICA TOTAL
---- ----------- ------------- -----------
NET SALES................. $491,071 $1,263,401 $ 1,754,472
INCOME FROM OPERATIONS.... $10,541 $49,294 $59,835
IDENTIFIABLE ASSETS....... $92,050 $457,912 $549,962
1998 EUROPE NORTH AMERICA TOTAL
---- ----------- ------------- ------------
Net sales................. $314,404 $1,121,250 $ 1,435,654
Income from operations.... $10,851 $53,497 $64,348
Identifiable assets....... $111,412 $343,027 $454,439
1997 EUROPE NORTH AMERICA TOTAL
---- ----------- ------------- ------------
Net sales................. $270,236 $875,152 $1,145,388
Income from operations.... $3,423 $55,839 $59,262
Identifiable assets....... $82,548 $317,197 $399,745
ITEM 2. PROPERTIES.
The Company's primary facilities, which are leased except where
otherwise indicated, are as follows:
APPROX EXPIRATION
FACILITY LOCATION SQ. FT. OF LEASE*
-------- -------- ------- ---------
Headquarters, Sales and
Distribution Center, Catalog
Operations(1)....................Port Washington, NY 178,000 2007
Sales and Distribution Center(1)...Suwanee, GA 130,000 2000
Sales and Distribution Center......Compton, CA 140,000 2007
Sales and Distribution Center......Naperville, IL 241,000 2010
Sales Center.......................Holmdel, NJ 51,000 2002
Sales and Distribution Center......Markham, Ontario 45,000 2005
Sales and Distribution Center......Verrieres le Buisson, France 24,000 2002
Sales and Distribution Center......Dreieich, Germany 92,000 2010
Sales and Distribution Center......Madrid, Spain 35,000 (2)
Sales and Distribution Center......Milan, Italy 45,000 2003
Sales and Distribution Center......Greenock, Scotland 78,000 owned
Sales and Distribution Center......Wellingborough, England 45,000 2013
Sales and Distribution Center......London, England 64,000 2007
Sales Center.......................Miami, FL 71,000 2010
Sales Center.......................Amstelveen, Netherlands 5,000 2000
PC Assembly, Sales
and Distribution Center.........Fletcher, Ohio 297,000 owned
European Headquarters..............Uxbridge, England 7,400 2005
- -----------
(1) Facilities leased from related parties. See "Certain Relationships and
Related Transactions--Agreements-- Leases and Related Guarantees."
(2) Terminable upon two months prior written notice.
* The Company does not anticipate any difficulty in renewing or replacing
the Company's existing facility leases when such leases expire.
ITEM 3. LEGAL PROCEEDINGS.
In March 1998 the Company filed suit against a bankrupt supplier and
its lenders seeking monetary damages of $2.8 million plus interest for breach of
contract and warranty. In September 1998 the defendants denied the Company's
allegations and counterclaimed alleging outstanding amounts owed and damages
totaling $12.2 million plus interest. In December 1999, the parties agreed to
settle the lawsuit and dismiss their respective claims. After the payment of a
cash settlement, the Company's fourth quarter results of operations were
positively impacted ($3.0 million net of taxes) by the reversal of amounts
previously reserved for in connection with this lawsuit.
The Company is a party to various other legal actions arising in the
normal course of business, none of which, in management's opinion, is
anticipated to have a material adverse effect on the Company's consolidated
financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the quarter ended December 31, 1999, there were no matters
submitted to a vote of the Company's security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "SYX". The following table sets forth the high and low sales
price of the Company's Common Stock as reported on the New York Stock Exchange
for the periods indicated.
1999 HIGH LOW
FIRST QUARTER....................... $23 1/16 $12 3/4
SECOND QUARTER...................... 18 1/8 10 1/16
THIRD QUARTER....................... 11 3/4 8 3/8
FOURTH QUARTER...................... 10 7 5/16
1998
First quarter....................... $23 1/16 $ 15
Second quarter...................... 22 3/8 12 1/2
Third quarter....................... 14 3/8 12 1/16
Fourth quarter...................... 25 1/4 9 1/4
On March 17, 2000, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $9 1/8 per share. As of March
17, 2000, the Company had 277 stockholders of record.
The Company has not paid any dividends since its initial public
offering and anticipates that all of its income in the foreseeable future will
be retained for the development and expansion of its business, and therefore
does not anticipate paying dividends on its Common Stock in the foreseeable
future. See "Certain Relationships and Related Transactions" for a description
of the Company's historical distributions.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial information is qualified by reference
to, and should be read in conjunction with, the Company's Consolidated Financial
Statements and the notes thereto, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained elsewhere in this
report. The selected income statement data for the years ended December 31,
1999, 1998 and 1997 and the selected balance sheet data as of December 31, 1999
and 1998 is derived from the audited consolidated financial statements which are
included elsewhere in this report. The selected balance sheet data as of
December 31, 1997, 1996 and 1995 and the selected income statement data for the
year ended December 31, 1996 is derived from the audited financial statements of
the Company which are not included in this report. The selected income statement
data for the year ended December 31, 1995 is derived from the audited financial
statements of interrelated predecessor companies of Systemax which are not
included in this report.
INCOME STATEMENT DATA:
(IN MILLIONS, EXCEPT PER COMMON SHARE DATA, NUMBER OF CATALOG TITLES AND NUMBER OF COUNTRIES)
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net sales........................................ $1,754.5 $1,435.7 $1,145.4 $911.9 $634.5
Gross profit..................................... $314.5 $288.6 $265.5 $249.6 $197.3
Selling, general and
administrative expenses...................... $254.7 $224.2 $206.3 $180.1 $143.2
Income from operations.......................... $59.8 $64.3 $59.3 $69.5 $54.1
Income taxes.................................... $24.5 $25.8 $23.3 $27.7 $21.0(2)
Net income...................................... $36.0 $41.3 $38.8 $43.7 $33.1(2)
Net income per common share:
Basic....................................... $1.01 $1.11 $1.02 $1.16 $.93(2)
Diluted..................................... $1.01 $1.11 $1.02 $1.15 $.93(2)
Weighted average common shares outstanding:
Basic....................................... 35.8 37.3 38.0 37.6 35.5(2)
Diluted..................................... 35.8 37.3 38.2 38.1 35.5(2)
SELECTED OPERATING DATA:
Active customers (1)............................ 1.8 1.8 1.8 1.7 1.7
Orders entered.................................. 4.4 3.8 3.5 3.4 2.5
Number of catalogs distributed.................. 171 179 162 160 122
Number of catalog titles........................ 37 44 41 40 32
Number of countries receiving catalogs.......... 14 14 13 12 10
BALANCE SHEET DATA (AT DECEMBER 31, IN MILLIONS):
Working capital ................................ $186.9 $194.6 $187.8 $194.4 $122.2
Total assets.................................... $550.0 $454.4 $399.7 $331.4 $247.5
Short-term debt................................. $9.0 $.5 $5.4
Long-term debt, excluding current portion....... $1.7 $2.5 $2.0 $2.0 $2.9
Stockholders' equity............................ $308.3 $286.6 $272.2 $228.6 $154.0
(1) An "active customer" is defined as a customer who has purchased from the Company within the preceding 12 months.
(2) Amount is calculated on a pro forma basis.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following table represents the Company's consolidated statement of
income data expressed as a percentage of net sales for the three most recent
fiscal years:
1999 1998 1997
---- ---- ----
Net sales................................... 100.0% 100.0% 100.0%
Gross profit................................ 17.9 20.1 23.2
Selling, general and administrative expenses 14.5 15.6 18.0
Income from operations...................... 3.4 4.5 5.2
Interest income............................. .1 .2 .3
Interest expense............................
Income taxes................................ 1.4 1.8 2.0
Net income.................................. 2.1 2.9 3.4
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
Net sales increased by $318.8 million or 22.2% to $1.75 billion in
1999 from $1.44 billion in 1998. This increase was primarily attributable to
increased demand for the Company's PC's, increased revenue from relationship
marketing sales and the inclusion of sales from Simply Computers Ltd. ("Simply")
since its acquisition at the beginning of February 1999. Sales from the
Company's North American operations increased 12.7% to $1.26 billion in 1999
from $1.12 billion in 1998. European sales increased to $491.1 million in 1999
(including approximately $110 million from Simply) from $314.4 million in 1998,
an increase of 56.2%. The effect of changes in exchange rates on European sales
for the year was not significant.
Gross profit, which consists of net sales less product, shipping,
assembly and certain distribution center costs, increased by $26.0 million or
9.0% to $314.5 million in 1999 from $288.5 million in 1998. Gross profit margin
decreased to 17.9% in 1999 from 20.1% in 1998. The decrease in gross profit
margin resulted from a continuing shift in product mix, reflecting a greater
percentage of PCs (which typically have a lower gross profit margin percentage
than many of the Company's other products) and increased relationship marketing
sales. Industry-wide shortages in certain key PC components also resulted in
increased costs. The relatively lower sales contribution from higher-margin
industrial products continues to affect gross margin percentage unfavorably.
A portion of the decline in gross profit margin has been offset by the
continued decline of selling, general and administrative expenses as a
percentage of net sales. While selling, general and administrative expenses
increased by $30.5 million or 13.6% to $254.7 million in 1999 from $224.2
million in 1998, as a percentage of net sales they decreased to 14.5% in 1999
from 15.6% in 1998. The decrease as a percentage of net sales was primarily
attributable to reduced catalog costs in North America as a result of the
increased efficiencies from larger average order sizes, vendor supported
advertising, continued expense control and the leveraging of selling, general
and administrative expenses over a larger sales base.
Income from operations decreased by $4.5 million or 7.0% to $59.8
million in 1999 from $64.3 million in 1998. Income from operations as a
percentage of net sales decreased to 3.4% from 4.5% in 1998.
Interest income decreased to $1.2 million in 1999 from $3.2 million in
1998 primarily due to lower levels of investments in short-term securities.
The effective tax rate in 1999 increased to 40.5% from 38.5% in 1998
as a result of higher state and local taxes in the United States and a change in
the relative income earned in foreign locations.
As a result of the factors discussed above, net income decreased $5.2
million or 12.7% to $36.0 million in 1999.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
Net sales of $1.44 billion in 1998 were $290.3 million or 25.3% higher
than the $1.15 billion reported in 1997. The increase was attributable to higher
demand for PCs, improved productivity in relationship marketing and the full
year effect of the inclusion of sales from Midwest Micro Corp., acquired at the
end of the third quarter of 1997. The Company also began to benefit from orders
received through its various Internet web-sites. Sales attributable to the
Company's North American operations increased 28.1% to $1.12 billion in 1998
from $875.2 million in 1997. European sales increased to $314.4 million in 1998
from $270.2 million in 1997, an increase of 16.3%. Movements in foreign exchange
rates had an immaterial effect on the European sales comparison.
Gross profit increased by $23 million or 8.7% to $288.6 million in
1998 from $265.5 million in 1997. Gross profit margin decreased to 20.1% in 1998
from 23.2% in 1997. Gross profit margin on PCs improved in the current year.
With sales of PCs representing an increasing proportion of the Company's sales
and with margins that are lower than on other products, they have the effect of
decreasing the overall gross profit margin. The decrease in the gross profit
margin was also due to increased sales of brand name computer related products,
which typically have lower gross profit margins, and the relatively lower sales
contribution of higher-margin industrial products.
Selling, general and administrative expenses totaled $224.2 million,
or 15.6% of net sales in 1998 compared to $206.3 million, or 18.0% of net sales
in 1997. This improvement resulted from a focus on controlling expenses and
improved productivity from the Company's relationship marketing staff and offset
a large portion of the gross profit margin decline.
Income from operations increased by $5.1 million or 8.6% to $64.3
million in 1998 from $59.3 million in 1997. Income from operations decreased as
a percentage of net sales to 4.5% in 1998 from 5.2% in 1997.
Interest income decreased $0.2 million to $3.0 million in 1998 from
$3.2 million in 1997 as a result of lower interest rates. Interest expense
increased to $0.5 million in 1998 from $0.4 million in 1997.
The effective tax rate increased to 38.5% in 1998 from 37.5% in 1997
as a result of a higher effective state income tax rate and a change in the mix
of income earned in foreign countries.
As a result of the factors discussed above, net income increased $2.4
million, or 6.3%, to $41.3 million in 1998.
SEASONALITY
The operations of the Company are somewhat seasonal. In particular,
net sales have historically been modestly weaker during the second and third
quarter as a result of lower business activity during the summer months. The
following table sets forth the net sales, gross profit and income from
operations for each of the quarters since January 1, 1998 (AMOUNTS IN MILLIONS).
1999 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
---- -------- ------- ------------ -----------
NET SALES...................................... $422 $414 $440 $478
GROSS PROFIT................................... $79 $76 $78 $81
INCOME FROM OPERATIONS......................... $17 $9 $16 $18
1998 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
---- -------- ------- ------------ -----------
Net sales...................................... $358 $331 $360 $387
Gross profit................................... $75 $67 $72 $75
Income from operations......................... $20 $12 $16 $17
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. The Company's primary source of financing has been cash
from operations. The Company believes that its cash flow from operations,
existing cash and available lines of credit will be adequate to support its
current and anticipated activities.
The Company continues to maintain a strong financial position. Cash
flow is provided primarily by operations. Cash flow from operating activities
was $20.5 million in 1999, $37.8 million in 1998 and $33.1 million in 1997. The
decrease in cash flow in 1999 resulted from increased inventories, caused by a
one-time buildup to service increased demand. Additionally, accounts receivable
increased in 1999 as a result of the increase in sales and an increase in the
average days sales outstanding due to a change in the mix of sales by location.
The increase in inventories and accounts payable and accrued expenses in 1998
resulted from expansion activities in the Company's PC assembly operation and
increased sales activity.
In 1999 the Company used net cash of $36.1 million for investing
activities. Expenditures for property, plant and equipment totaled $22.0 million
and included expansion of the Company's PC assembly facility and improvements to
information systems. Expenditures for business acquisitions, including the
payment of contingent consideration, totaled $19.2 million. Short-term
investments decreased by $5.0 million to partially fund these activities. Net
cash of $13.0 million was used in 1998 in investing activities for business
acquisitions and additions to property, plant and equipment, offset by a $4.0
million decrease in short-term investments. This included capacity expansion at
the PC assembly facility, completion of the new Compton, California facility and
improvements to information systems. Net cash used in investing activities in
1997 was primarily for the acquisition of Midwest Micro and the acquisition of
furniture, fixtures and leasehold improvements needed to accommodate increased
staff levels at the new Compton, California facility. Short- term investments
were decreased by $22.0 million as partial funding for these activities
resulting in net cash used of $25.2 million for investing activities for the
year.
In 1999 $3.8 million of cash was used in financing activities. In 1998
$25.4 million was used and in 1997 $0.5 million was used. In 1999, $10.1 million
was used to repurchase additional shares of the Company's common stock and $2.5
million was used to repay a mortgage loan. This was partially funded by $9.0
million in short-term bank borrowings. In 1998, the Company used $28.6 million
of cash to purchase shares of its common stock. The use of funds in 1997 was for
the repayment of long-term debt.
The Company maintains secured and unsecured lines of credit with
various financial institutions under which the maximum aggregate amount
available is approximately $74 million. As of December 31, 1999, the Company had
$9 million of outstanding borrowings under these lines of credit. Borrowings
under the lines bear interest based on either the prime rate or LIBOR. The
maximum borrowings under the facilities are reduced where applicable by the
value of any outstanding letters of credit issued on behalf of the Company. The
Company does not anticipate any difficulty in renewing or replacing any if its
lines of credit as they expire.
The Company is party to certain litigation, as disclosed in
"Commitments and Contingencies" in the Notes to Consolidated Financial
Statements, the outcome of which the Company believes will not have a material
adverse effect on its consolidated financial statements.
Anticipated capital expenditures in 2000 are expected to approximate
$20 million, which the Company plans to fund out of cash from operations and its
lines of credit. These capital expenditures are primarily for the purchase of a
new distribution center in Georgia and the acquisition of information technology
systems and other fixed assets.
YEAR 2000 COMPLIANCE
Based on current information, management believes that the Company is
now Y2K compliant. The cost of achieving such compliance did not have a
materially adverse effect on the Company's results of operations or financial
condition.
INTERNAL SYSTEMS
The Company has tested and, as necessary, repaired or replaced its
internal PC hardware/software and computer network systems, and management
believes that they are now Y2K compliant. The Company's phone systems have been
tested and are Y2K compliant. The Company's internal business systems in both
North America and Europe are Y2K compliant.
The Company contacted 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
were sent to all key vendors and service providers. Positive responses or other
assurances were received from all of our significant vendors and service
providers.
PRODUCTS SOLD
The Company 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 PCs 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.
IMPLICATIONS TO THE COMPANY FROM THE ADOPTION OF A EUROPEAN COMMON CURRENCY
The Company has extensive operations in certain European countries,
including France, Germany, Italy, the Netherlands, Spain, Sweden, England and
Scotland. It also sells to additional countries in Europe. For the 1999 fiscal
year, approximately 28% of the Company's net sales were in Europe. With the
exception of Sweden and the United Kingdom, all of the countries in which the
Company has operations have confirmed their participation in a new 11-country
European common currency, the Euro. The adoption of such common currency is
being phased in over a three-year period which started in January 1999. During
such phase-in period, both the Euro and the historical currency of a country
will be valid, although new Euro- denominated currency will not be issued until
2002. Each member-country will decide when its legacy currency will cease to be
legal tender, which will occur during the period January 1 through June 30,
2002. Until the introduction of Euro-denominated currency, the paying party will
have the option to decide whether to pay in the legacy currency or in Euros
converted to the legacy currency.
Among other possible economic implications, it is expected that the
adoption of a common currency will generally lead to greater price transparency
and thereby increased competition within the common currency zone. For instance,
with a single currency applicable to the entire region, consumers may be able to
more easily discern differences in price for the Company's products between
different countries and modify their buying practices accordingly. This is less
likely to be a factor for the Company than for many other companies since the
Company currently only advertises the Euro price on its Internet sites, not in
its catalogs. Also, purchasers of low cost individual products are less likely
to shop for a lower Euro price outside of their geographic location. The Company
will still use national catalogs, in the appropriate language, notwithstanding
the introduction of the Euro. Whether any such price differentials will lead to
significant changes in purchasing practices by the Company's customers depends
on other factors as well, such as convenience, language-related matters and
other factors which may determine where a consumer will purchase products. The
Company does not believe at this time that the introduction of the Euro will
have any significant long-term adverse impact on the pricing for the Company's
products or require a significant modification to the Company's accounting
systems.
FORWARD LOOKING STATEMENTS
This report 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 herein 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 1. Business", "Item 3. Legal Proceedings", "Item 7.
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, (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, industrial
products and office 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's web
sites, (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 this report, which speak only as of the date of
this report. 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 7A. 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, when remeasured according to generally accepted
accounting principles, may impact the Statement of Consolidated Income. 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's sales or costs could
still be adversely affected by changes in those exchange rates.
As of December 31,1999, the Company had no outstanding forward
exchange contracts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by Item 8 of Part II is incorporated herein
by reference to the Consolidated Financial Statements filed with this report;
see Item 14 of Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by Item 10 of Part III is hereby incorporated
by reference from the Company's Proxy Statement for the 2000 Annual Meeting of
Stockholders (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 of Part III is hereby incorporated
by reference from the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 of Part III is hereby incorporated
by reference from the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 of Part III is hereby incorporated
by reference from the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. The Consolidated Financial Statements
of Systemax Inc. Reference
Independent Auditors' Report F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Income F-3
Consolidated Statements of Shareholders' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6 - F13
2. Financial Statement Schedules:
Schedules not included with this additional financial data
have been omitted because they are not applicable or the
required information is shown in the Consolidated Financial
Statements or Notes thereto.
3. Exhibits.
EXHIBIT
NO. DESCRIPTION
------ ------------------------------------------------
3.1 Certificate of Incorporation of Registrant (1)
3.2 By-laws of Registrant (1)
3.3 Certificate of Amendment of Certificate of
Incorporation changing the Company's name to
Systemax Inc. (7)
4.1 Stockholders Agreement (2)
10.1 Form of 1995 Long-Term Stock Incentive Plan (3)*
10.2 Exchange Agreement dated as of May 8, 1995 between
certain stockholders of the Predecessor Companies
and the Company (1)
10.3 Lease Agreement dated October 14, 1992 between the
Company and 2RB Associates Co. (Port Washington
facility) (1)
10.4 Lease Agreement dated September 20, 1988 between
the Company and Addwin Realty Associates (Port
Washington facility) (1)
10.4A Amendment to Lease Agreement dated September 29,
1998 between the Company and Addwin Realty
Associates (Port Washington facility) (8)
10.5 Lease Agreement dated May 25, 1989 between the
Company and Addwin Realty Associates (Suwanee
facility) (1)
10.6 Lease Agreement dated as of July 17, 1997 between
the Company and South Bay Industrials Company
(Compton facility) (4)
10.7 Build-to-Suit Lease Agreement dated April, 1995
among the Company, American National Bank and
Trust Company of Chicago and Walsh, Higgins &
Company (Naperville facility) (1)
10.8 Lease Agreement dated September 17, 1998 between
Tiger Direct, Inc. and Keystone Miami Property
Holding Corp. (Miami facility) (5)
10.9 Rent Guaranty dated as of October 14, 1992 by the
Company to the Bank of New York (1)
10.10 Royalty Agreement dated June 30, 1986 between the
Company and Richard Leeds, Bruce Leeds and Robert
Leeds, and Addendum thereto (1)
10.11 Consulting Agreement dated as of December 22, 1992
between the Company and Paul Leeds (1)*
10.12 Form of 1995 Stock Plan for Non-Employee
Directors (3)*
10.13 Consulting Agreement dated as of January 1, 1996
between the Company and Gilbert Rothenberg (3)*
10.14 Asset Purchase Agreement dated September 12, 1997
among Infotel, Inc., Mark L. Runkle, Midwest Micro
Corp. and the Company (6)
10.15 Employment Agreement dated as of December 12, 1997
between the Company and Steven M. Goldschein (4)*
19.1 Specimen stock certificate of Registrant
19.2 Form of 1999 Long-Term Stock Incentive Plan (9)*
21 Subsidiaries of the Registrant
23 Consent of experts and counsel: Consent of
Independent Public Accountants
27 Financial Data Schedule (EDGAR version only)
- --------
1 Incorporated herein by reference to the Company's registration statement on
Form S-1 (Registration No. 33-92052).
2 Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the quarterly period ended September 30, 1995.
3 Incorporated herein by reference to the Company's registration statement on
Form S-1 (Registration No. 333-1852).
4 Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1997.
5 Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the quarterly period ended September 30, 1998.
6 Incorporated herein by reference to the Company's report on Form 8-K dated
September 26, 1997.
7 Incorporated herein by reference to the Company's report on Form 8-K dated
May 18, 1999.
8 Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1998.
9 Incorporated herein by reference to the Company's report on Form 10-Q for
the quarterly period ended September 30, 1999.
- --------
* Management contract or compensatory plan or arrangement
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the fiscal
quarter ended December 31, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of New
York, State of New York, on the 27th day of March, 2000.
SYSTEMAX INC.
By: /s/ RICHARD LEEDS
---------------------------------
Richard Leeds
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ RICHARD LEEDS Chairman and Chief Executive Officer March 27, 2000
- ---------------------- (Principal Executive Officer)
Richard Leeds
/s/ BRUCE LEEDS Vice Chairman and President of March 27, 2000
- ---------------------- International Operations
Bruce Leeds
/s/ ROBERT LEEDS Vice Chairman and President of March 27, 2000
- ---------------------- Domestic Operations
Robert Leeds
/s/ ROBERT DOOLEY Director and Senior Vice President-- March 27, 2000
- ---------------------- Worldwide Computer Sales and Marketing
Robert Dooley
/s/ STEVEN GOLDSCHEIN Senior Vice President and Chief March 27, 2000
- ---------------------- Financial Officer (Principal Financial
Steven Goldschein Officer)
/s/ MICHAEL SPEILLER Vice President and Controller March 27, 2000
- ---------------------- (Principal Accounting Officer)
Michael Speiller
/s/ ROBERT D. ROSENTHAL Director March 27, 2000
- ------------------------
Robert D. Rosenthal
/s/ STACY DICK Director March 27, 2000
- ----------------------
Stacy Dick
********
INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors of SYSTEMAX INC.:
We have audited the accompanying consolidated balance sheets of Systemax Inc.
and its subsidiaries, (the "Company"), as of December 31, 1999 and 1998 and the
related consolidated statements of net income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Company at
December 31, 1999 and 1998, and the consolidated results of their operations and
their cash flows for each of the three years ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States of
America.
DELOITTE & TOUCHE LLP
New York, New York
February 21, 2000
SYSTEMAX INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
1999 1998
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 17,470 $ 42,029
Short-term investments 5,050
Accounts receivable, net 200,082 154,516
Inventories 173,966 129,966
Prepaid expenses and other current assets 28,890 21,517
Deferred income tax benefit 6,369 6,865
--------- ----------
Total current assets 426,777 359,943
PROPERTY, PLANT AND EQUIPMENT, net 46,839 33,988
GOODWILL, net 73,684 56,612
DEFERRED INCOME TAX BENEFIT 2,340 3,084
OTHER ASSETS 322 812
--------- ----------
TOTAL $ 549,962 $ 454,439
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable to banks $ 9,000
Current portion of long-term debt 634 $ 2,681
Accounts payable 124,449 114,783
Accrued expenses and other current liabilities 105,803 47,853
---------- ----------
Total current liabilities 239,886 165,317
--------- ----------
LONG-TERM DEBT 1,740 2,493
--------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, par value $.01 per share, authorized
25 million shares, issued none
Common stock, par value $.01 per share, authorized 150 million shares, issued
38,231,990; outstanding 35,237,790 (1999) and 36,128,090 (1998) 382 382
Additional paid-in capital 176,743 176,743
Accumulated other comprehensive income (4,598) (348)
Retained earnings 174,468 138,456
--------- ----------
346,995 315,233
--------- ----------
Less: common stock in treasury at cost - 2,994,200 (1999) and
2,103,900 (1998) shares 38,659 28,604
--------- ----------
Total shareholders' equity 308,336 286,629
--------- ----------
TOTAL $ 549,962 $ 454,439
========= ==========
See notes to consolidated financial statements.
SYSTEMAX INC.
CONSOLIDATED STATEMENTS OF NET INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT PER COMMON SHARE AMOUNTS)
1999 1998 1997
---- ---- ----
NET SALES $ 1,754,472 $ 1,435,654 $ 1,145,388
COST OF SALES 1,439,947 1,147,098 879,846
---------- ----------- -------------
GROSS PROFIT 314,525 288,556 265,542
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 254,690 224,208 206,280
---------- ----------- -------------
INCOME FROM OPERATIONS 59,835 64,348 59,262
INTEREST AND OTHER INCOME (1,153) (3,225) (3,261)
INTEREST EXPENSE 465 497 425
---------- ----------- ------------
INCOME BEFORE INCOME TAXES 60,523 67,076 62,098
PROVISION FOR INCOME TAXES 24,511 25,824 23,286
---------- ----------- ------------
NET INCOME $ 36,012 $ 41,252 $ 38,812
========== =========== ============
NET INCOME PER COMMON SHARE:
BASIC $ 1.01 $ 1.11 $ 1.02
=========== =========== =============
DILUTED $ 1.01 $ 1.11 $ 1.02
=========== =========== =============
See notes to consolidated financial statements.
SYSTEMAX INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
COMMON STOCK ACCUMULATED
------------------------ ADDITIONAL OTHER TREASURY
NUMBER OF PAID-IN RETAINED COMPREHENSIVE STOCK
SHARES AMOUNT CAPITAL EARNINGS INCOME AT COST
---------- --------- ---------- -------- ------------- ---------
BALANCES, JANUARY 1, 1997 37,857 $ 379 $ 168,356 $ 58,392 $ 1,510
Change in cumulative translation adjustment (3,640)
Issuance of shares as partial consideration
for the acquisition of the net assets of
Infotel, Inc. 375 3 8,387
Net income 38,812
--------- --------- --------- --------- --------- ---------
BALANCES, DECEMBER 31, 1997 38,232 382 176,743 97,204 (2,130)
Change in cumulative translation adjustment 1,782
Purchase of treasury shares (2,104) $ (28,604)
Net income 41,252
--------- --------- --------- --------- --------- ---------
BALANCES, DECEMBER 31, 1998 36,128 382 176,743 138,456 (348) (28,604)
Change in cumulative translation adjustment (4,250)
Purchase of treasury shares (890) (10,055)
Net income 36,012
--------- --------- --------- --------- --------- ---------
BALANCES, DECEMBER 31, 1999 35,238 $ 382 $ 176,743 $174,468 $ (4,598) $ (38,659)
========= ========= ========= ========= ========== ===========
See notes to consolidated financial statements.
SYSTEMAX INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
1999 1998 1997
---- ---- ----
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income $ 36,012 $ 41,252 $ 38,812
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization, net 11,170 7,482 5,715
Charges associated with the impairment of certain long
lived assets 1,921 9,200
Provision for deferred income taxes 1,160 (2,728) (5,308)
Provision for returns and doubtful accounts 8,832 5,264 3,283
Changes in certain assets and liabilities:
Accounts receivable (46,578) (23,688) (18,395)
Inventories (39,506) (23,942) 3,103
Prepaid expenses and other current assets (7,186) 330 (1,569)
Accounts payable and accrued expenses 54,714 33,801 (1,727)
-------- -------- --------
Net cash provided by operating activities 20,539 37,771 33,114
-------- -------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Net change in short-term investments 5,050 3,967 22,014
Investments in property, plant and equipment (21,981) (11,051) (9,989)
Acquisitions, net of cash acquired (19,176) (5,942) (37,227)
-------- -------- --------
Net cash used in investing activities (36,107) (13,026) (25,202)
-------- -------- --------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from long-term borrowings 3,326
Proceeds from short-term borrowings from banks 9,000
Repayments of long-term borrowings (2,767) (168) (470)
Purchase of treasury shares (10,055) (28,604)
-------- -------- --------
Net cash used in financing activities (3,822) (25,446) (470)
-------- -------- --------
EFFECTS OF EXCHANGE RATES ON CASH (5,169) (702) 779
-------- -------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (24,559) (1,403) 8,221
-------- -------- --------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 42,029 43,432 35,211
-------- -------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 17,470 $ 42,029 $ 43,432
======== ======== ========
SUPPLEMENTAL DISCLOSURES:
Interest paid $ 537 $ 309 $ 376
======== ======== ========
Income taxes paid $ 21,684 $ 28,577 $ 29,497
======== ======== ========
See notes to consolidated financial statements.
SYSTEMAX INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial
statements include the accounts of Systemax Inc. and its wholly-owned
subsidiaries (collectively, the "Company" or "Systemax"). All significant
intercompany accounts and transactions have been eliminated in
consolidation.
CASH, CASH EQUIVALENTS AND SHORTTTERM INVESTMENTS - The Company considers
amounts held in money market accounts and other short-term investments with
an original maturity date of approximately three months or less to be cash
equivalents. The Company's investments in cash equivalents and short-term
investments are classified as debt securities available-for-sale. These
equivalents are stated at fair market value. Unrealized holding gains and
losses are not significant for any of the years presented.
REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE - The Company recognizes sales
of products, including shipping revenue, at the time of shipment. Accounts
receivable are shown in the consolidated balance sheets net of allowances
for doubtful collections and subsequent customer returns of approximately
$13,963,000 and $8,664,000 at December 31, 1999 and 1998, respectively. The
changes in these allowance accounts are summarized as follows (in
thousands):
YEAR ENDED DECEMBER 31 1999 1998 1997
---------------------- -------- ------- --------
Balance, beginning of year............................ $ 8,664 $7,338 $ 7,724
Charged to expense.................................... 8,832 5,264 3,283
Acquisitions.......................................... 1,614
Reductions, principally write-offs.................... (5,147) (3,938) (3,669)
------- ------- -------
Balance, end of year................................. $13,963 $8,664 $ 7,338
======= ====== =======
INVENTORIES - Inventories consist primarily of finished goods and are
stated at the lower of cost or market value. Cost is determined by using
the first-in, first-out method.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at
cost. Depreciation of furniture, fixtures and equipment is on the
straight-line or accelerated method over their estimated useful lives
ranging from three to ten years. Depreciation of buildings is on the
straight-line method over estimated useful lives of 30 to 50 years.
Leasehold improvements are amortized over the term of the respective
leases.
FOREIGN CURRENCY TRANSLATION - The financial statements of the foreign
entities are translated into U.S. dollars, the reporting currency, using
year-end exchange rates for consolidated balance sheet items and average
exchange rates for the consolidated statements of net income items. The
translation differences are made directly to a separate component of
shareholders' equity.
FOREIGN CURRENCY TRANSACTIONS - Transactions in foreign currencies are
recorded at the exchange rate in effect at the transaction date. Realized
and unrealized exchange gains and losses during the year are included in
the respective year's consolidated statement of net income.
RESEARCH AND DEVELOPMENT COSTS - Costs incurred in connection with research
and development are expensed as incurred. Such expenses for the years ended
December 31, 1999, 1998 and 1997 aggregated approximately $2,256,000,
$1,352,000 and $674,000, respectively.
GOODWILL, NET - Goodwill and negative goodwill are combined and presented
net of accumulated amortization. Goodwill represents the excess of
acquisition costs over the fair market value of the net assets of acquired
businesses and is being amortized on a straight- line basis over their
estimated useful lives, ranging from 10 to 40 years. In instances where the
Company had acquired a business below the fair value of the assets
acquired, the Company recorded negative goodwill. Annual amortization of
goodwill was an expense of $2,323,000 in 1999, $751,000 in 1998 and $76,000
in 1997.
The Company continually evaluates whether events or circumstances warrant
revision of the amortization periods. Additionally, the Company considers
whether the carrying value of goodwill should be adjusted based on its
expected future benefit. During the second quarter of 1999, the Company
wrote off $1.9 million of goodwill associated with a number of small
acquisitions made during the last few years. During 1997, the Company
determined that, as a result of its' decision to exit certain lines of its'
TigerDirect Inc. subsidiary's business, an impairment of the goodwill
associated with those business lines had occurred. The Company recorded a
write down in the value of the goodwill of approximately $6.3 million.
NET INCOME PER COMMON SHARE - The Company accounts for net income per share
in accordance with Statement of Financial Accounting Standard No. 128,
"Earnings Per Share". Net income per common share-basic was calculated
based upon the weighted average number of common shares outstanding during
the respective periods. 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.
The weighted average common shares outstanding for the computation of basic
earnings per common share for 1999, 1998 and 1997 were 35.8 million, 37.3
million and 38.0 million, respectively. Additionally 42,000 (in1999),
16,000 (in 1998) and 262,000 (in 1997) of equivalent common shares were
included for the diluted calculation.
COMPREHENSIVE INCOME - In 1998, the Company adopted Statement of Financial
Accounting Standard No. 130 "Reporting Comprehensive Income". This
statement establishes rules for the reporting of comprehensive income and
its components. Comprehensive income consists of net income and foreign
currency translation adjustments and is included in the Consolidated
Statements of Shareholders' Equity. Comprehensive income was $33,355,000 in
1999, $42,335,000 in 1998 and $36,641,000 in 1997, net of tax effects on
currency translation adjustments of $1,593,000 in 1999, ($699,000) in 1998
and $1,469,000 in 1997.
USE OF ESTIMATES IN FINANCIAL STATEMENTS - The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS No.
133). This standard was amended by Statement of Financial Accounting
Standards No. 137, Accounting for Derivative Instruments and Hedging
Activities-- Deferral of the Effective Date of FASB Statement No. 133 and
defers the effective date for adoption to all fiscal years beginning after
June 15, 2000. SFAS No. 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and
for hedging activities. The Company does not believe that these
pronouncements will have a material effect on its financial statements.
2. ACQUISITIONS
The Company acquired two businesses in 1999 for $12.2 million in cash, two
businesses in 1998 for $5.9 million in cash and three businesses in 1997
for $50.8 million in cash and stock. These acquisitions were accounted for
as purchases, and accordingly, the assets and liabilities of the acquired
entities have been recorded at their estimated fair values at the dates of
acquisition. The excess of purchase price over the estimated fair values of
net assets acquired, in the amount of $17.0 million in 1999, $5.2 million
in 1998 and $15.9 million in 1997 has been recorded as goodwill and is
being amortized over the estimated useful lives.
The largest acquisition in 1997, Infotel Inc., included a provision for
payment of additional consideration to the former shareholders if the
acquired entity's results of operations exceeded certain targeted levels.
Additional consideration of $2 million was earned in 1999 (payable in 2000)
and $9 million was earned in 1998 (paid in 1999) and were recorded as
increases to the purchase price. During 1998 the estimated fair values of
the net assets recorded at the date of acquisition for Infotel, Inc. were
further evaluated by the Company and, in accordance with Statement of
Financial Accounting Standard No. 38, "Accounting for Pre Acquisition
Contingencies of Purchased Enterprises", goodwill was reduced by
approximately $10.7 million.
The pro forma results for 1999, 1998 and 1997, assuming these acquisitions
had been made at the beginning of the period, would not have been
materially different from the reported results.
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consists of the following (in
thousands):
1999 1998
------- -------
Land and buildings............................... $ 11,348 $ 8,324
Furniture and fixtures, office, computer and
warehouse equipment 55,825 42,471
Leasehold improvements........................... 10,774 7,871
Transportation equipment......................... 2,529 2,111
--------- ---------
80,476 60,777
Less accumulated depreciation and amortization 33,637 26,789
--------- ---------
Property, plant and equipment, net............... $ 46,839 $ 33,988
========== ==========
4. RELATED PARTY TRANSACTIONS
The Company leases several warehouse and office facilities from affiliates
(see Note 8). Rent expense under those leases aggregated approximately
$1,584,000, $1,584,000 and $1,901,000 for the years ended December 31,
1999, 1998 and 1997, respectively.
5. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
1999 1998
------ -------
Secured loan (a)................................$2,374 $ 3,158
Mortgage loan ................................. 2,016
----- -----
Total long-term debt....................... 2,374 5,174
Less: current maturities................... 634 2,681
------ -------
$ 1,740 $ 2,493
======= =======
At December 31, 1999, the aggregate maturities of long-term debt are as
follows (in thousands):
AMOUNT
---------
2000................................ $ 634
2001................................. 634
2002................................. 634
2003................................. 472
----------
$ 2,374
==========
(a) A subsidiary of the Company entered into a five year loan agreement in
the amount of 26.7 million Swedish Krone which is payable in quarterly
installments with interest at a rate of LIBOR plus 200 basis points.
The loan is secured by substantially all of the assets of the
Company's United Kingdom subsidiaries.
The Company maintains lines of credit with various financial institutions.
The maximum aggregate amount available under these lines of credit was $74
million at December 31, 1999. There was $9.0 million outstanding under
these lines at December 31, 1999. These lines accrue interest at variable
rates based on either the prime rate or LIBOR. The prime rate was 8.5
percent and LIBOR was 5.82 percent at December 31, 1999. These lines expire
on various dates through December 2000. Associated with the lines of
credit, the Company may have outstanding letters of credit equal to the
amount of the total line less outstanding borrowings. At December 31, 1999
there were $1,150,000 of outstanding letters of credit.
6. SHAREHOLDERS' EQUITY
In May, 1998 the Board of Directors authorized a share repurchase program
to acquire up to 1,350,000 (subsequently increased to 4,350,000) common
shares on the open market. The Company purchased an aggregate of 890,300
shares during 1999 at an aggregate cost of $10.1 million and 2,103,900
shares during 1998 at an aggregate cost of $28.6 million.
As required by law, certain foreign subsidiaries must retain a percentage
of shareholders' capital in the respective company. Accordingly, a portion
of retained earnings is restricted and not available for distribution to
shareholders. Such amount at December 31, 1999 was not material.
STOCK OPTION PLANS - The Company has three fixed option plans which reserve
shares of common stock for issuance to key employees, directors,
consultants and advisors to the company. The following is a description of
these plans:
THE 1995 LONG-TERM STOCK INCENTIVE PLAN - This plan allows the Company
to issue qualified, non-qualified and deferred compensation stock options,
stock appreciation rights, restricted stock and restricted unit grants,
performance unit grants and other stock based awards authorized by the
Compensation Committee of the Board of Directors. Options issued under this
plan expire ten years after the options are granted and generally become
exercisable ratably on the third, fourth, and fifth anniversary of the
grant date. A maximum total number of 2.0 million shares may be granted
under this plan of which a maximum of 800,000 shares may be of restricted
stock and restricted stock units. No award shall be granted under this plan
after December 31, 2005. A total of 1,987,684 options were outstanding
under this plan as of December 31, 1999.
THE 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS - This plan
provides for automatic awards of non-qualified options to directors of the
company who are not employees of the Company or its affiliates. All options
granted under this plan will have a ten year term from grant date and are
immediately exercisable. A maximum of 100,000 shares may be granted for
awards under this plan. This plan will terminate the day following the
tenth annual stockholders meeting. A total of 14,000 options were
outstanding under this plan as of December 31, 1999.
THE 1999 LONG-TERM STOCK INCENTIVE PLAN - This plan was adopted on
October 25, 1999 with substantially the same terms and provisions as the
1995 Long-Term Stock Incentive Plan, restricting the awards to
non-qualified stock options authorized by the Compensation Committee of the
Board of Directors. A maximum total number of 2.0 million shares may be
granted under this plan. No award shall be granted under this plan after
December 31, 2009. A total of 424,700 options were outstanding under this
plan as of December 31, 1999.
The Company accounts for these plans in accordance with Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees",
under which no compensation costs have been recognized for stock options.
Had compensation costs of the plans been determined under a fair value
alternative method as stated in Statement of Financial Accounting Standard
No. 123, "Accounting for Stock-Based Compensations", the Company would have
prepared a fair value model for such options and recorded such amount in
the accompanying consolidated financial statements as compensation expense.
On a pro forma basis, net income would have been $33.9 million for 1999,
$39.8 million for 1998 and $37.7 million for 1997, and diluted earnings per
common share would have been $0.95 for 1999, $1.07 for 1998 and $0.99 for
1997. The Company arrived at the fair value of stock grant at the date of
the grant by using the Black-Scholes pricing option model with the
following assumptions used for grants: risk-free interest rate of 6.0%
(1999), 5.9% (1998) and 6.2% (1997); expected dividend rate of 0% for 1999,
1998 and 1997; expected level of 3.67 years (1999), 3.78 years (1998) and
3.75 years (1997); and expected volatility of 48% (1999), 38% (1998) and
35% (1997). The stock options outstanding at December 31, 1999, 1998 and
1997 have a weighted average contractual level of 7.8 years, 7.7 years and
8 years, respectively. The following table reflects the plan activity for
the years ended December 31, 1999, 1998 and 1997:
YEAR-END
OPTIONS
FOR SHARES OPTION PRICES
--------- ----------------
Outstanding, January 1, 1997 1,206,500 $17.50 to $49.13
Granted 604,146 $17.50 to $18.41
Cancelled (505,698) $24.38 TO $49.13
-------- ----------------
Outstanding, December 31, 1997 1,304,948 $17.50 to $39.06
Granted 469,450 $12.38 to $17.50
Cancelled (131,550) $17.50 TO $18.41
-------- ----------------
Outstanding, December 31, 1998 1,642,848 $12.38 to $39.06
Granted 848,700 $ 7.31 to $ 7.88
Cancelled (65,164) $12.38 TO $18.41
--------- ----------------
Outstanding, December 31, 1999 2,426,384 $ 7.31 to $39.06
=========
The following table summarizes information for the three years ended
December 31, 1999 concerning currently outstanding and exercisable options:
1999 1998 1997
-------------------------- --------------------------- -------------------------
WEIGHTED-AVERAGE WEIGHTED AVERAGE WEIGHTED AVERAGE
Fixed Options ............................ SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
------- ------------- ------ ------------------ ------ ----------------
Outstanding at beginning of year ......... 1,642,848 $18.04 1,304,948 $19.28 1,206,500 $25.45
Granted .................................. 848,700 $ 7.32 469,450 $14.49 604,146 $19.19
Cancelled ................................ (65,164) $17.14 (131,550) $17.64 (505,698) $33.90
------- -------- --------
Outstanding at end of year ............... 2,426,384 $14.34 1,642,848 $18.04 1,304,948 $19.28
========= ========= =========
Options exercisable at year end .......... 595,050 335,550 189,000
Weighted average fair value per
option granted during the year ........ $3.02 $5.77 $13.05
AS OF DECEMBER 31, 1999:
RANGE OF WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
EXERCISE NUMBER REMAINING EXERCISE NUMBER EXERCISE
PRICE OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
--------------------- ------------- ------------------ --------------- ----------- -------------------
$ 7.31 to $ 15.00 1,081,700 9.60 $ 8.41
$ 15.01 to $ 20.00 1,105,684 6.48 $ 17.42 456,050 $ 17.40
$ 20.01 to $ 30.00 235,000 5.64 $ 26.76 135,000 $ 26.68
$ 30.01 to $ 39.06 4,000 6.33 $ 39.06 4,000 $ 39.06
----- -----
$ 7.31 to $ 39.06 2,426,384 7.79 $ 14.34 595,050 $ 19.65
========= =======
An aggregate of 420,348 options granted during 1997, with exercise prices
ranging from $24.38 to $49.13, were re-priced on April 28, 1997 with an
exercise price of $17.50, which represented the market price of the common
stock at such date. All other terms of these options remained unchanged.
7. INCOME TAXES
The provision for income taxes consists of the following (in thousands):
YEAR ENDED DECEMBER 31 1999 1998 1997
---------------------- ------- -------- ---------
Current:
Federal $ 18,145 $ 22,072 $ 23,274
State 3,558 4,259 4,107
Foreign 1,648 2,242 1,041
Deferred 1,160 (2,749) (5,136)
-------- -------- ---------
Total $ 24,511 $ 25,824 $ 23,286
======== ======== =========
Income taxes are accrued and paid by each foreign entity in accordance with
applicable local regulations.
A reconciliation of the difference between the income tax expense and the
computed income tax expense based on the Federal statutory corporate rate
is as follows (in thousands):
YEAR ENDED DECEMBER 31 1999 1998 1997
---------------------- --------- --------- ---------
Income tax at Federal statutory rate $ 21,183 $ 23,477 $ 21,734
State and local income taxes, net of federal
tax benefit 2,461 2,511 2,092
Foreign operating losses with no benefit provided 932
Other items, net (65) (164) (540)
-------- -------- ---------
$ 24,511 $ 25,824 $ 23,286
======== ======== =========
The deferred tax assets (liabilities) are comprised of the following (in
thousands):
1999 1998
-------- ------
Current:
Deductible assets.................................. $(5,380) $ (4,106)
Non-deductible accruals and reserves................ 10,129 10,040
Non-deductible assets............................... 1,692 986
Other............................................... (72) (55)
------ --------
Current........................................ 6,369 6,865
Non-current:
Foreign net operating loss carryforwards 5,642 5,658
Accelerated depreciation............................ (968) (1,147)
Basis differences from acquisitions................. 792 1,063
Valuation allowances................................ (3,126) (2,490)
------ --------
Non-current..................................... 2,340 3,084
------ --------
Total...................................... $ 8,709 $ 9,949
======= ========
The foreign net operating loss carryforwards generally expire at dates
through 2007 except for carryforwards in the United Kingdom and Germany,
which have no expiration. In accordance with Statement of Financial
Accounting Standard 109 "Accounting for Income Taxes", the Company
maintains valuation allowances against its foreign net operating loss
carryforwards since, at this time, the realizability of the related
deferred tax benefits can not be reasonably assured.
8. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
LEASES - The Company is obligated under operating lease agreements for the
rental of certain office and warehouse facilities and equipment which
expire at various dates through December 2013.
At December 31, 1999 future minimum annual lease payments for related and
third-party leases were as follows (in thousands):
RELATED PARTY THIRD PARTY TOTAL
-------------- ----------- --------
2000................ $ 1,314 $ 4,614 $ 5,928
2001................ 1,224 4,869 6,093
2002................ 1,224 4,410 5,634
2003................ 1,224 4,163 5,387
2004................ 1,224 3,752 4,976
2005-2009........... 3,519 16,174 19,693
2010-2014........... 2,258 2,258
-------- -------- -------
$ 9,729 $ 40,240 $ 49,969
======== ======== ========
Annual rent expense aggregated approximately $8,223,000 for 1999,
$7,665,000 for 1998 and $7,151,000 for 1997.
GUARANTEES - The Company's U.K. subsidiaries have granted a security
interest for substantially all of their assets to secure a loan and a line
of credit with a U.K. financial institution.
LITIGATION - In December 1999 the Company settled its lawsuit with a
bankrupt former supplier and its lenders. After the payment of a cash
settlement, the Company's fourth quarter results of operations were
positively impacted ($3.0 million net of tax) by the reversal of amounts
previously reserved for in connection with this lawsuit.
The Company has been named as a defendant in other lawsuits incidental to
its business. Management of the Company, based on discussions with legal
counsel, believes the ultimate resolution of these lawsuits will not have a
material effect on the Company's consolidated financial position or results
of operations.
COMMITMENT - The Company has exercised an option to purchase a new building
to replace its Georgia warehouse facility, leased from a related party. The
purchase price is $12 million and is payable during the first quarter of
2000.
CONTINGENCY - The Company is required to collect sales tax on certain of
its sales. In accordance with current laws, approximately 14% of the
Company's 1999 domestic sales were subject to sales tax. Changes in law
could require the Company to collect sales tax in additional states.
EMPLOYEE BENEFIT PLANS - Certain of the U.S. subsidiaries participate in
defined contribution 401(k) plans covering eligible employees as defined by
the plan document. Contributions to the plans by the Company are determined
as a percentage of the employees' contributions. Aggregate expense to the
Company for contributions to such plans was approximately $437,000 in 1999,
$397,000 in 1998 and $373,000 in 1997.
Liabilities accrued by certain foreign entities for employee termination
indemnities, determined in accordance with labor laws and labor agreements
in effect in the respective country, were not material.
FOREIGN EXCHANGE RISK MANAGEMENT - The Company has limited involvement with
derivative financial instruments and does not use them for trading
purposes. The Company may enter into foreign currency options or forward
exchange contracts to hedge certain foreign currency transactions. The
intent of this practice is to minimize the impact of foreign exchange rate
movements on the Company's operating results. As of December 31,1999, the
Company had no outstanding forward exchange contracts.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instruments consist
primarily of investments in cash, trade account receivables, accounts
payable and debt obligations. The Company estimates the fair value of
financial instruments based on interest rates available to the Company and
by comparison to quoted market prices. At December 31, 1999 and 1998, the
fair value of the Company's financial instruments approximated their
carrying values.
CONCENTRATION OF CREDIT RISK - Concentrations of credit risk with respect
to trade account receivables are limited due to the large number of
customers comprising the Company's customer base.
9. SEGMENT AND RELATED INFORMATION
In 1998 the Company adopted Statement of Financial Accounting Standard 131
"Disclosure About Segments of an Enterprise and Related Information". The
Company evaluated its business in accordance with the statement and
determined that it is engaged in a single reportable segment which markets
and sells various business products. The Company's product offerings
include personal computers (PC's), computer related products, industrial
products and office products and are monitored for sales trends and
profitability in these sub-categories. Products are marketed through an
integrated system of direct mail catalogs, a network of major account sales
representatives and proprietary e-commerce Internet web-sites.
Financial information relating to the Company's operations by geographic
area was as follows (in thousands):
NET SALES
----------------------------------------------
1999 1998 1997
---- ---- ----
North America $1,263,401 $1,121,250 $875,152
Europe 491,071 314,404 270,236
------- ------- -------
Consolidated $1,754,472 $1,435,654 $1,145,388
========== ========== ==========
Revenues are attributed to countries based on location of selling
subsidiary.
LONG-LIVED ASSETS
----------------------------------------------
1999 1998 1997
---- ---- ----
North America $ 91,590 $ 79,254 $77,135
Europe 28,933 11,346 5,524
------ ------ -----
Consolidated $ 120,523 $ 90,600 $82,659
======== ======== =======
10. QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial data is as follows (in thousands, except for per share
amounts):
FIRST SECOND THIRD FOURTH
1999 QUARTER QUARTER QUARTER QUARTER
---- ------- ------- ------- -------
Net sales................................. $421,651 $413,800 $440,659 $478,362
Gross profit.............................. $ 79,312 $ 76,222 $ 77,697 $ 81,294
Net income................................ $ 10,763 $ 5,230 $ 9,314 $ 10,705
Net income per common share:
Basic and diluted................ $.30 $.15 $.26 $.30
FIRST SECOND THIRD FOURTH
1998 QUARTER QUARTER QUARTER QUARTER
---- ------- ------- ------- -------
Net sales................................ $358,358 $330,452 $359,771 $387,073
Gross profit............................ $ 75,369 $ 67,056 $ 71,604 $ 74,527
Net income.............................. $ 12,865 $ 7,619 $ 9,561 $ 11,207
Net income per common share:
Basic and diluted.............. $.34 $.20 $.26 $.31
* * * * * * *
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------
3.1 Certificate of Incorporation of Registrant(1)
3.2 By-laws of Registrant(1)
3.3 Certificate of Amendment of Certificate of Incorporation changing
the Company's name to Systemax Inc.(7)
4.1 Stockholders Agreement(2)
10.1 Form of 1995 Long-Term Stock Incentive Plan(3)*
10.2 Exchange Agreement dated as of May 8, 1995 between certain
stockholders of the Predecessor Companies and the Company(1)
10.3 Lease Agreement dated October 14, 1992 between the Company and
2RB Associates Co. (Port Washington facility)(1)
10.4 Lease Agreement dated September 20, 1988 between the Company and
Addwin Realty Associates (Port Washington facility)(1)
10.4A Amendment to Lease Agreement dated September 29, 1998 between the
Company and Addwin Realty Associates (Port Washington
facility)(8)
10.5 Lease Agreement dated May 25, 1989 between the Company and Addwin
Realty Associates (Suwanee facility)(1)
10.6 Lease Agreement dated as of July 17, 1997 between the Company and
South Bay Industrials Company (Compton facility)(4)
10.7 Build-to-Suit Lease Agreement dated April, 1995 among the
Company, American National Bank and Trust Company of Chicago and
Walsh, Higgins & Company (Naperville facility)(1)
10.8 Lease Agreement dated September 17, 1998 between Tiger Direct,
Inc. and Keystone Miami Property Holding Corp.
(Miami facility)(5)
10.9 Rent Guaranty dated as of October 14, 1992 by the Company to the
Bank of New York(1)
10.10 Royalty Agreement dated June 30, 1986 between the Company and
Richard Leeds, Bruce Leeds and Robert Leeds, and Addendum
thereto(1)
10.11 Consulting Agreement dated as of December 22, 1992 between the
Company and Paul Leeds(1)*
10.12 Form of 1995 Stock Plan for Non-Employee Directors(3)*
10.13 Consulting Agreement dated as of January 1, 1996 between the
Company and Gilbert Rothenberg(3)*
10.14 Asset Purchase Agreement dated September 12, 1997 among Infotel,
Inc., Mark L. Runkle, Midwest Micro Corp. and the Company(6)
10.15 Employment Agreement dated as of December 12, 1997 between the
Company and Steven M. Goldschein(4)*
19.1 Specimen stock certificate of Registrant
19.2 Form of 1999 Long-Term Stock Incentive Plan(9)*
21 Subsidiaries of the Registrant
23 Consent of experts and counsel: Consent of Independent Public
Accountants
27 Financial Data Schedule (EDGAR version only)
- ---------
1 Incorporated herein by reference to the Company's registration statement on
Form S-1 (Registration No. 33-92052).
2 Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the quarterly period ended September 30, 1995.
3 Incorporated herein by reference to the Company's registration statement on
Form S-1 (Registration No. 333-1852).
4 Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1997.
5 Incorporated herein by reference to the Company's quarterly report on Form
10-Q for the quarterly period ended September 30, 1998.
6 Incorporated herein by reference to the Company's report on Form 8-K dated
September 26, 1997.
7 Incorporated herein by reference to the Company's report on Form 8-K dated
May 18, 1999.
8 Incorporated herein by reference to the Company's annual report on Form
10-K for the year ended December 31, 1998.
9 Incorporated herein by reference to the Company's report on Form 10-Q for
the quarterly period ended September 30, 1999.
* Management contract or compensatory plan or arrangement