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NSIT > SEC Filings for NSIT > Form 10-Q on 15-May-2009All Recent SEC Filings

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Form 10-Q for INSIGHT ENTERPRISES INC


15-May-2009

Quarterly Report


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q
Quarterly Overview We are a leading provider of information technology ("IT") hardware, software and services to small, medium and large businesses and public sector institutions in North America, Europe, the Middle East, Africa and Asia-Pacific. Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC currently only include software and select software-related services.
Consolidated net sales were $951.2 million in the first quarter of 2009, down 14% from the $1.1 billion reported in the first quarter of 2008. Gross profit declined 13% to $131.8 million, while gross margin improved 20 basis points to 13.9%.
We reported a loss from operations of $7.9 million for the first quarter. Results of operations for the three months ended March 31, 2009 included the effects of the following items:
• termination of equity incentive compensation awards that accelerated a non-cash charge of $5.5 million, $3.5 million net of tax, into the first quarter of 2009;

• legal and other professional fees of $4.1 million, $2.5million net of tax, associated with the trade credits investigation and restatement quantification; and

• severance and restructuring expenses of $6.3 million, $4.0 million net of tax, related to resource actions taken in the first quarter and early April. Comparatively, in the first quarter of 2008, we recorded $1.9 million, $1.1 million net of tax, in severance and restructuring charges.

On a consolidated basis, we reported a net loss of $6.8 million and a diluted loss per share of $0.15 for the first quarter. These results also include a tax charge of approximately $600,000 related to the re-measurement of certain deferred tax assets.
Our focus on cash flow initiatives continued to yield benefits in the first quarter and as a result, we ended the quarter with outstanding long-term debt of $171 million, down $57 million from December 31, 2008.
Reconciliations of segment results of operations to consolidated results of operations can be found in Note 12 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, the changes in certain key items in those consolidated financial statements from period to period and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our Consolidated Financial Statements.


Table of Contents

INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Updated Guidance
We believe that, with current demand levels and with the resource and other actions we have taken over the last several quarters, diluted earnings per share will be between $0.80 and $0.87 for the full year of 2009 with more of the earnings coming in the second half of the year compared to the first half. This outlook does not include the impact of any severance and restructuring expenses, expenses associated with the restatement investigation and administration or related litigation, or other one time charges. This estimated range does, however, include:
• our expectation of a weak hardware demand environment;

• the projected negative impact of known rebate program changes from our key software partner, which we now project will result in a $20 - $25 million reduction to our gross profit in 2009, mostly in the second and fourth quarters given our strong software mix in those quarters; and

• the offsetting benefits of the aggressive cost reduction actions taken to date.

Critical Accounting Estimates General
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in

Part II, Item 8 of our Annual Report on Form 10-K for the year ended
December 31, 2008. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
There have been no changes to the items disclosed as critical accounting estimates in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2008.


Table of Contents

                           INSIGHT ENTERPRISES, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                             RESULTS OF OPERATIONS
The following table sets forth for the periods presented certain financial data
as a percentage of net sales for the three months ended March 31, 2009 and 2008:

                                                     Three Months Ended
                                                          March 31,
                                                  2009              2008
                                                                 As Restated
                                                                     (1)
         Net sales                                  100.0 %             100.0 %
         Costs of goods sold                         86.1                86.3

         Gross profit                                13.9                13.7
         Selling and administrative expenses         14.0                12.3
         Severance and restructuring expenses         0.7                 0.2

         (Loss) earnings from operations             (0.8 )               1.3
         Non-operating expense, net                   0.3                 0.1

         (Loss) earnings before income taxes         (1.1 )               1.2
         Income tax (benefit) expense                (0.4 )               0.5

         Net (loss) earnings                        ( 0.7 %)              0.7 %

(1) See Note 2 "Restatement of Consolidated Financial Statements" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.

Net Sales. Net sales for the three months ended March 31, 2009 decreased 14% compared to the three months ended March 31, 2008. Our net sales by operating segment were as follows (dollars in thousands):

                                     Three Months Ended
                                         March 31,                 %
                                   2009            2008          Change
                                               As Restated
                                                   (1)
                 North America   $ 660,101     $    762,134          (13 %)
                 EMEA              270,725          318,221          (15 %)
                 APAC               20,334           23,143          (12 %)

                 Consolidated    $ 951,160     $  1,103,498          (14 %)

(1) See Note 2 "Restatement of Consolidated Financial Statements" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.

Net sales in North America decreased 13%, or $102.0 million, primarily due to a 25% decline in hardware sales as incremental sales in the 2009 period from our acquisition of Calence were more than offset by declines across hardware product categories other than networking and connectivity. Software sales were flat year over year, and sales of services were up over 90%, reflecting both the acquisition of Calence and overall strength in the Company's services business. North America had 1,265 account executives at March 31, 2009, a decrease from 1,292 at March 31, 2008. Net sales per average number of account executives in North America decreased 10% to approximately $518,000 for the three months ended March 31, 2009 from approximately $577,000 for the three months ended March 31, 2008.
Net sales in EMEA decreased 15%, or $47.5 million, in U.S. dollars. Excluding the effects of foreign currency movements, net sales were up 8% over the first quarter of last year. The segment's United Kingdom operations performed well during the first quarter with hardware sales down only 2% in local currency year over year, while the United Kingdom-based software and services businesses grew 51% and 186%, respectively, in local currency. Across the rest of the EMEA region, net sales were up 2% in local currency. EMEA had 684 account executives at March 31, 2009, an increase from 605 at March 31, 2008. Net sales per average number of account executives in EMEA decreased to approximately $397,000 for the three months ended March 31, 2009 compared to approximately $541,000 for the three months ended March 31, 2008.


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                           INSIGHT ENTERPRISES, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
Our APAC segment recognized net sales of $20.3 million for the three months
ended March 31, 2009, a decrease of 12% year over year. Excluding the effects of
foreign currency movements, net sales were up 8% over the first quarter of last
year.
Percentage of net sales by category for North America, EMEA and APAC were as
follows for the three months ended March 31, 2009 and 2008:

                                  North America                      EMEA                           APAC
                               Three Months Ended             Three Months Ended             Three Months Ended
                                    March 31,                      March 31,                      March 31,
Sales Mix                      2009            2008          2009            2008           2009            2008
Network and connectivity            14 %           12 %            5 %             4 %            -               -
Notebooks and PDAs                   8 %           11 %            7 %             9 %            -               -
Servers and storage                  7 %           10 %            5 %             8 %            -               -
Desktops                             6 %            8 %            5 %             4 %            -               -
Printers                             4 %            4 %            2 %             3 %            -               -
Memory and processors                3 %            3 %            1 %             1 %            -               -
Supplies and accessories             2 %            4 %            4 %             4 %            -               -
Monitors and video                   4 %            5 %            3 %             4 %            -               -
Miscellaneous                        9 %            9 %            2 %             3 %            -               -

Hardware                            57 %           66 %           34 %            40 %            -               -
Software                            36 %           31 %           65 %            59 %          100 %           100 %
Services                             7 %            3 %            1 %             1 %           <1 %            <1 %

100 % 100 % 100 % 100 % 100 % 100 %

Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC currently only include software and select software-related services.
Gross Profit. Gross profit for the three months ended March 31, 2009 declined 13% compared to the three months ended March 31, 2008, with a 20 basis point increase in gross margin. Our gross profit and gross profit as a percentage of net sales by operating segment for the three months ended March 31, 2009 and 2008 were as follows (dollars in thousands):

                                         Three Months Ended March 31,
                                        % of Net                          % of Net
                           2009          Sales            2008              Sales
                                                       As Restated       As Restated
                                                           (1)               (1)

         North America   $  93,042           14.1 %   $     101,208              13.3 %
         EMEA               35,904           13.3 %          46,649              14.7 %
         APAC                2,825           13.9 %           3,765              16.3 %

         Consolidated    $ 131,771           13.9 %   $     151,622              13.7 %

(1) See Note 2 "Restatement of Consolidated Financial Statements" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.


Table of Contents

INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
North America's gross profit decreased for the three months ended March 31, 2009 by 8% compared to the three months ended March 31, 2008. Gross profit per average number of account executives decreased 5% to approximately $73,000 for the three months ended March 31, 2009 from approximately $77,000 for the three months ended March 31, 2008. As a percentage of net sales, gross profit increased 80 basis points year over year due primarily to an increase in sales of services, which are generally at higher margins and contributed to an over 100 basis point increase in gross margin. This increase in margin was partially offset by a nearly 20 basis point decrease in margin generated by freight. EMEA's gross profit decreased for the three months ended March 31, 2009 by 23% compared to the three months ended March 31, 2008. Gross profit per average number of account executives decreased to approximately $53,000 for the three months ended March 31, 2009 compared to $79,000 for the three months ended March 31, 2008. As a percentage of net sales, gross profit decreased by approximately 140 basis points from the three months ended March 31, 2008 due primarily to decreases in product margin, including vendor funding, of 158 basis points, partially offset by an increase in gross margin from sales of services of 24 basis points.
APAC's gross profit decreased for the three months ended March 31, 2009 by 25% compared to the three months ended March 31, 2008 and gross margin declined by 240 basis points. The decline in gross margin is primarily due to lower agency fees from enterprise software agreement renewals and to an increased mix of public sector business, which is typically transacted at lower margins. Operating Expenses.
Selling and Administrative Expenses. Selling and administrative expenses decreased $2.1 million, or approximately 2% for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. Selling and administrative expenses as a percent of net sales by operating segment for the three months ended March 31, 2009 and 2008 were as follows (dollars in thousands):

                                        Three Months Ended March 31,
                                           % of Net                     % of Net
                              2009          Sales          2008          Sales
                                                            As             As
                                                         Restated       Restated
                                                            (1)           (1)
            North America   $  95,107           14.4 %   $  91,771           12.0 %
            EMEA               34,906           12.9 %      39,479           12.4 %
            APAC                3,330           16.4 %       4,211           18.2 %

            Consolidated    $ 133,343           14.0 %   $ 135,461           12.3 %

(1) See Note 2 "Restatement of Consolidated Financial Statements" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.


Table of Contents

INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued) North America's selling and administrative expenses increased 4%, or $3.3 million, for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. The increase in selling and administrative expenses is primarily attributable to:
• Approximately $13.5 million of selling and administrative expenses associated with Calence, LLC in the three months ended March 31, 2009 with no comparable expenses in the three months ended March 31, 2008, as Calence was acquired on April 1, 2008;

• Non-cash stock-based compensation expense of $4.1 million associated with the termination of the long-term incentive award for the Chief Executive Officer and the President of our North America operating segment discussed in Note 7 to our Consolidated Financial Statements in Part I, Item 1 of this report; and

• Professional fees and costs of $4.1 million associated with the trade credits restatement issues discussed in Note 2 "Restatement of Consolidated Financial Statements" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.

These increases in administrative expenses were offset by the cost reduction initiatives we have implemented over the past several quarters and lower variable costs.
EMEA's selling and administrative expenses decreased 12%, or $4.6 million, for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. The decrease in selling and administrative expenses is primarily attributable to the effects of foreign currency translation, which accounted for an approximately $9 million decline in selling and administrative expenses. This decline was offset by non-cash stock-based compensation expense of $1.4 million associated with the termination of the long-term incentive award for the Chief Executive Officer and the President of our EMEA operating segment discussed in Note 7 to our Consolidated Financial Statements in Part I, Item 1 of this report and increased salaries, wages and facility expenses due to increases in employee headcount.
APAC's selling and administrative expenses decreased 21% for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. The decrease is primarily attributable to the effects of foreign currency translation on selling and administrative expenses.
Severance and Restructuring Expenses. During the three months ended March 31, 2009, North America, EMEA and APAC recorded severance expense of $5.9 million, $417,000, and $71,000, respectively. During the three months ended March 31, 2008, North America, EMEA and APAC recorded severance expense of $1.0 million, $869,000, and $22,000, respectively.
Interest Income. Interest income for the three months ended March 31, 2009 and 2008 was generated through short-term investments. The decrease in interest income year over year is due to decreases in interest rates.
Interest Expense. Interest expense for the three months ended March 31, 2009 and 2008 primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facility in 2009. Imputed interest, which is a non-cash item, was $363,000 for the three months ended March 31, 2009. The decrease in interest expense is due primarily to decreases in weighted average borrowings outstanding.
Net Foreign Currency Exchange Gains. These gains result from foreign currency transactions, including intercompany balances that are not considered long-term in nature. The decrease in the net foreign currency exchange gain is due primarily to less volatility in the applicable exchange rates during the three months ended March 31, 2009 and the effects of our recent use of foreign exchange forward contracts to hedge certain non-functional currency assets and liabilities from changes in exchange rate movements.
Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our cash management activities and were not considered material during the three months ended March 31, 2009 or 2008.
Income Tax Expense. Our income tax benefit for the three months ended March 31, 2009 was $3.3 million compared to income tax expense of $4.6 million for the three months ended March 31, 2008. The change from expense in 2008 to a benefit in 2009 was the result of a net loss for the three months ended March 31, 2009 compared to net earnings for the three months ended March 31, 2008.


Table of Contents

                           INSIGHT ENTERPRISES, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (continued)
                        Liquidity and Capital Resources
The following table sets forth certain consolidated cash flow information for
the three months ended March 31, 2009 and 2008 (in thousands):

                                                           Three Months Ended
                                                                March 31,
                                                         2009            2008
                                                                      As Restated
                                                                          (1)
    Net cash provided by operating activities          $  96,095     $      67,256
    Net cash used in investing activities                 (5,062 )          (7,391 )
    Net cash used in financing activities                (70,454 )         (12,150 )
    Foreign currency exchange effect on cash flow         (2,561 )           1,263

    Increase in cash and cash equivalents                 18,018            48,978
    Cash and cash equivalents at beginning of period      49,175            56,718

    Cash and cash equivalents at end of period         $  67,193     $     105,696

(1) See Note 2 "Restatement of Consolidated Financial Statements" in Part I, Item 1 of this report.

Cash and Cash Flow
Our primary uses of cash during the three months ended March 31, 2009 were to fund working capital requirements and capital expenditures and to pay down debt. We generated very strong operating cash flows for the three months ended March 31, 2009. Operating activities provided $96.1 million in cash, a 43% increase over the three months ended March 31, 2008. Our strong operating cash flows enabled us to reduce our long-term debt by $57.0 million during the quarter and increase our cash balance by $18.0 million. Capital expenditures were $5.1 million for the quarter, a 22% decrease over the three months ended March 31, 2008, primarily related to expenditures for the upgrade of our IT systems, including capitalized costs of software developed for internal use, IT equipment and software licenses. Additionally, the three months ended March 31, 2009 were affected by a $2.6 million negative effect of foreign currency exchange rates on cash flow.
Net cash provided by operating activities. Cash flows from operations for the three months ended March 31, 2009 and 2008 reflect our net loss adjusted for depreciation, amortization and non-cash stock-based compensation expense as well as decreases in accounts receivable. These increases in operating cash flows were partially offset by decreases in accounts payable. The decreases in accounts receivable and accounts payable are due primarily to a decrease in net sales compared to the prior year.
Our consolidated cash flow operating metrics for the quarter ended March 31, 2009 and 2008 are as follows:

                                                           2009              2008
                                                                         As Restated
                                                                             (1)
Days sales outstanding in ending accounts receivable
("DSOs")(a)                                                     80                  66
Inventory turns (excluding inventories not available
for sale) (b)                                                   33                  36
Days purchases outstanding in ending accounts
payable ("DPOs") (c)                                            73                  45

(1) See Note 2 "Restatement of Consolidated Financial Statements" in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.

(a) Calculated as the balance of accounts receivable, net at the end of the period divided by daily net sales. Daily net sales is calculated as net sales for the quarter divided by 90 days in 2009 and 91 days in 2008.

(b) Calculated as annualized costs of goods sold divided by average inventories. Average inventories is calculated as the sum of the balances of inventories at the beginning of the quarter plus inventories at the end of quarter divided by two.

(c) Calculated as the balances of accounts payable at the end of the period divided by daily costs of goods sold. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 90 days in 2009 and 91 days in 2008.


Table of Contents

INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The increase in DSOs from the three months ended March 31, 2008 is due primarily to the effect of a large software transaction at the end of the 2009 first quarter and to lower daily net sales during the three months ended March 31, 2009. On lower net sales and related costs of goods sold during the three months . . .
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