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EXHIBIT 99
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of the "safe harbor" provisions of the Act. Certain information,
particularly information regarding future economic performance and finances and
plans and objectives of management, contained, or incorporated by references, in
the Company's Quarterly Report on Form 10-Q for the nine months ended September
30, 2000 is forward-looking. In some cases, information regarding certain
important factors that could cause actual results to differ materially from any
such forward-looking statement appear together with such statement. Also, the
following factors, in addition to other possible factors not listed, could
affect the Company's actual results and cause such results to differ materially
from those expressed in forward-looking statements.
Highly Competitive Industry. The computer technology product and supply and
visual communications products industry is highly competitive. The Company
competes with major full-service office products distributors, other national
and regional computer supply distributors, office products superstores, direct
mail order companies, and, to a lesser extent, non-specialized retailers.
Certain of the Company's competitors, such as office products superstores and
major full-service office products distributors have substantially greater
financial and other resources and purchasing power than the Company. The Company
believes that the computer technology product and supply and visual
communications products industry will become more consolidated in the future and
consequently more competitive. Increasing competition will result in greater
price discounting which will continue to have a negative impact on the
industry's gross margins. There can be no assurance that the Company will not
encounter increased competition in the future, which could have a material
adverse effect on the Company's business.
Dependence on Certain Key Suppliers. Although the Company regularly carries
products and accessories manufactured by approximately 500 original equipment
manufacturers, 37.0% of the Company's net sales in the nine months ended
September 30, 2000 were derived from products supplied by the Company's ten
largest suppliers. In addition, the Company's business is dependent upon terms
provided by its key suppliers, including pricing and related provisions, product
availability and dealer authorizations. While the Company considers its
relationships with its key suppliers, including Hewlett-Packard, Sharp and
Lexmark to be good, there can be no assurance that these relationships will not
be terminated or that such relationships will continue as presently in effect.
In addition, changes by one or more of such key suppliers of their policies
regarding distributors or volume discount schedules or other marketing programs
applicable to the Company may have a material adverse effect on the Company's
business. Certain distribution agreements require the Company to make minimum
annual purchases.
Restrictions Imposed by Debt Arrangements. The Company's outstanding
indebtedness consists primarily of borrowings under the $175.0 million secured
Credit Facility provided by PNC Bank, N.A. and six other banks (the "Banks").
The Credit Facility contains restrictive covenants which may have an adverse
effect on the Company's operations in the future. These covenants include among
other restrictions: (i) the maintenance of certain financial ratios; (ii)
restrictions on ( a ) the purchase or sale of assets, ( b ) any merger, sale or
consolidation activity, ( c ) loans, investments and guaranties made by the
Company, ( d ) lease and sale and leaseback transactions, and ( e ) capital
expenditures; and (iii) certain limitations on the incurrence of other
indebtedness. These provisions may constrain the Company's acquisition strategy,
or may have an adverse effect on the market price of the Company's Common Stock.
In addition, the Credit Facility prohibits the payment of dividends and certain
repurchases of the Common Stock.
Ability to Manage Growth. The Company expects to experience rapid growth that
will likely result in new and increased responsibilities for management
personnel and which will challenge the Company's management, operating and
financial systems and resources. To compete effectively and manage future
growth, if any, the Company will be required to continue to implement and
improve its operational, financial and management information systems,
procedures and internal controls on a timely basis and to expand, train,
motivate and manage its work force. There can be no assurance that the Company's
personnel, systems, procedures and controls will be adequate to support the
Company's future operations. Any failure to implement and improve the Company's
operational, financial and management systems or to expand, train motivate or
manage employees could have a material adverse effect on the Company's operating
results and financial condition.
Dependence on Computer Systems. The Company's operations are generally dependent
on its proprietary software applications. Modifications to the Company's
computer systems and applications software have been necessary as the Company
executes its expansion plans and responds to the "year 2000 problem," customer
needs, technological developments, electronic commerce requirements and other
factors. Such modifications may cause disruptions in the operations of the
Company, delay the schedule for implementing the integration of newly acquired
companies, or cost more to design, implement or operate than currently budgeted.
Such disruptions, delays or costs could have a material adverse effect on the
Company's operations and financial performance.
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The Company does not currently have redundant computer systems or redundant
dedicated communication lines linking its computers to its warehouses, although
all data is stored on two separate hard drives on a continual basis. The Company
has invested in a fully redundant company wide computer system to be physically
separated from the Dayton, Ohio headquarters. The Company has taken precautions
to protect itself from events that could interrupt its operations, including
back-up power supplies that allow the Company's computer system to function in
the event of a power outage, off-site storage of back-up data, fire protection,
physical security systems and an early warning detection and fire extinguishing
system. The occurrence of any of these events could have a material adverse
effect on the Company's operations and financial performance.
Failure to Implement Acquisition Strategy. The Company's business strategy
includes the acquisition of other computer technology and supply and visual
communications product companies in the U.S., Canada and overseas. Competition
for desirable new acquisitions in attractive major metropolitan markets is
expected to increase. No assurance can be given that the Company will be able to
find attractive acquisition candidates or that such acquisitions can be effected
at reasonable prices or in a timely manner, or that once acquired, the Company
will be able to profitably manage such companies. The failure to complete
acquisitions and continue the Company's expansion could have a material adverse
effect on its financial performance.
Integration of Acquisitions. The Company has acquired ten computer technology
supply companies, and thirteen visual communications products companies, since
its initial public offering in November 1996 and intends to actively pursue
additional acquisitions. No assurance can be given that the Company will be able
to successfully integrate its future acquisitions with the Company's existing
systems and operations. The integration of acquired businesses may also lead to
the resignation of key employees of the acquired companies and diversion of
management attention from other ongoing business concerns. The costs of
integration could have an adverse effect on short-term operating results. Any or
all of these factors could have a material adverse effect on the Company's
operations in the future.
Financing for Acquisitions; Leverage. If acquisitions are consummated for cash,
it is likely that the Company will borrow the necessary funds and, accordingly,
the Company may become highly leveraged as a result thereof. If it becomes
highly leveraged, the Company may be more vulnerable to extended economic
downturns and its flexibility in responding to changing economic and industry
conditions may be limited. The degree to which the Company is leveraged could
have important consequences to purchasers of the Common Stock, including the
impairment of the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions and general corporate purposes. The
Company's ability to make principal and interest payments on its current and
future indebtedness and to repay its current and future indebtedness at maturity
will be dependent on the Company's future operating performance, which is itself
dependent on a number of factors, many of which are beyond the Company's
control, and may be dependent on the availability of borrowings under the Credit
Facility or other financing. A substantial portion of the Company's current
borrowing capacity under the Credit Facility could be consumed by increased
working capital needs, including future acquisitions.
Possible Need for Additional Financing to Implement Acquisition Strategy. No
portion of the Company's working capital has been set aside for the specific
purpose of funding future acquisitions and, therefore, the Company may require
additional funds to implement its acquisition strategy. While the Company's
Credit Facility may be utilized to finance acquisitions, the amount which may be
drawn upon by the Company may be limited. Accordingly, the Company may require
additional debt or equity financing for future acquisitions. There can be no
assurance that the Company will be able to obtain additional debt or equity
financing on terms favorable to the Company, or at all, or if obtained, there
can be no assurance that such debt or equity financing will be sufficient for
the financing needs of the Company.
Risks Relating to International Acquisitions. Expansion into international
markets may involve additional risks relating to such things as currency
exchange rates, new and different legal and regulatory requirements, political
and economic risks relating to the stability of foreign governments and their
trading relationship with the United States, difficulties in staffing and
managing foreign operations, differences in financial reporting, differences in
the manner in which different cultures do business, operating difficulties and
other factors.
Exchange Rate Fluctuations. As a result of the purchase of Axidata Inc., a
Canadian computer supply wholesaler in December 1998, the Company's exposure to
fluctuations in exchange rates will be increased. Accordingly, no assurance can
be given that the Company's results of operations will not be adversely affected
in the future by fluctuations in foreign currency exchange rates. The Company
has, at times, entered into forward foreign currency exchange contracts in order
to hedge the Company's accounts receivable and accounts payable. In the future,
the Company may, from time to time, consider entering into other forward foreign
currency exchange contracts, although no assurances can be given that the
Company will do so, or will be able to do so, or that such arrangements will
adequately protect the Company from fluctuations in foreign currency exchange
rates.
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