SYSTEMAX INC
10-Q/A, 2000-05-17
CATALOG & MAIL-ORDER HOUSES
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A - Amendment No. 1

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

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
(State or other jurisdiction
of incorporation or organization)

  

11-3262067
(I.R.S. Employer
Identification No.)

  


22 Harbor Park Drive
Port Washington, New York 11050
(Address of registrant's principal executive offices)
(516) 608-7000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes    [  ] No

The number of shares outstanding of the registrant's Common Stock as of May 4, 2000 was 34,246,590.

Item 1 of Part I is amended to read as follows:

Item 1.  Financial Statements

Systemax Inc.

Condensed Consolidated Balance Sheets
(In Thousands)


                                                                   March 31,     December 31,
                                                                       2000           1999
                                                                   ------------ --------------
                                                                  (Unaudited)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents                                        $   8,291       $   17,470
  Accounts receivable, net                                           227,349          200,082
  Inventories                                                        148,596          173,966
  Prepaid expenses and other current assets                           33,320           35,259
                                                                   ---------       ----------
         Total current assets                                        417,556          426,777

PROPERTY, PLANT AND EQUIPMENT, net                                    61,273           46,839

GOODWILL, net                                                         72,934           73,684

OTHER ASSETS                                                           5,321            2,662
                                                                   ---------       ----------
TOTAL                                                              $ 557,084       $  549,962
                                                                   =========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Notes payable to banks                                           $  34,000       $    9,000
  Current portion of long term debt                                                       634
  Accounts payable and accrued expenses                              221,627          230,252
                                                                   ---------       ----------
         Total current liabilities                                   255,627          239,886
                                                                   ---------       ----------
LONG-TERM DEBT                                                                          1,740
                                                                   ---------       ----------
STOCKHOLDERS' EQUITY:
  Preferred stock
  Common stock, par value $.01 per share, issued
      38,231,990 shares, outstanding 34,287,990 and
      35,237,790 shares                                                  382              382
  Additional paid-in capital                                         176,743          176,743
    Accumulated other comprehensive income                               (7,082)          (4,598)
  Retained earnings                                                  178,538          174,468    
                                                                   ---------       ----------
                                                                     348,581          346,995
                                                                   ---------       ----------

  Less: Common stock in treasury at cost - 3,449,000 and
      2,499,200 shares                                                47,124           38,659
                                                                   ---------       ----------

         Total stockholders' equity                                  301,457          308,336
                                                                   ---------       ----------
TOTAL                                                              $ 557,084       $  549,962
                                                                   =========       ==========

See notes to condensed consolidated financial statements.

Systemax Inc.

Condensed Consolidated Statements of Income
(In Thousands, except per share amounts)

                                                              Three Month
                                                             Periods ended
                                                               March 31,
                                                         -------------------
                                                           2000            1999
                                                           ----            ----
                                                                (Unaudited)

NET SALES                                               $  452,987    $  421,651

COST OF SALES                                              375,430       342,339
                                                         ---------    ----------

GROSS PROFIT                                                77,557        79,312

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                70,211        62,141
                                                         ---------    ----------

INCOME FROM OPERATIONS                                       7,346        17,171

INTEREST AND OTHER INCOME (EXPENSE) - Net                     (564)          330
                                                         ----------   ----------

INCOME BEFORE INCOME TAXES                                   6,782        17,501

PROVISION FOR INCOME TAXES                                   2,712         6,738
                                                         ----------   ----------

NET INCOME                                              $    4,070    $   10,763
                                                        ===========   ==========

Net income per common share:
    Basic                                               $      .12    $      .30
                                                        ===========   ==========
    Diluted                                             $      .12    $      .30
                                                        ===========   ==========

Common and common equivalent shares outstanding:
    Basic                                                   35,021        36,064
                                                        ===========   ==========
    Diluted                                                 35,124        36,117
                                                        ===========   ==========

notes to condensed consolidated financial statements

Systemax Inc.
Condensed Statement of Consolidated Stockholders’ Equity
(In Thousands)



                                                  Common Stock                             Accumulated
                                            --------------------  Additional               Other           Treasury
                                            Number of              Paid-in      Retained   Comprehensive   Stock
                                            Shares     Amount      Capital      Earnings   Income          at Cost
                                            ---------- ---------   ----------   --------  ----------      ----------

Balances, December 31, 1999                 35,238     $ 382       $ 176,743    $ 174,468   $ (4,598)      $ (38,659)

Change in cumulative translation
     adjustment                                                                                  (2,484)    

Purchase of treasury shares                   (950)                                                           (8,465)

Net income                                                                          4,070
                                               --------    -------     ---------    ----------  ----------     -----------
Balances, March 31, 2000                     34,288    $  382      $ 176,743    $ 178,538   $( 7,082)      $ (47,124)    
                                            ========   =======     =========    ==========  ==========     ==========

See notes to condensed consolidated financial statements.

Systemax Inc.
Condensed Statements of Consolidated Cash Flows
(In Thousands)


                                                                                        Three-Month Period
                                                                                         Ended March 31,
                                                                                        2000             1999
                                                                                       ---------        -------
                                                                                               (Unaudited)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
   Net income                                                                          $   4,070        $ 10,763
   Adjustments to reconcile net income to net cash provided by
     operating activities:
       Depreciation and amortization, net                                                  2,987           2,393
       Provision for returns and doubtful accounts                                         2,194           1,820
   Changes in certain assets and liabilities:
       Accounts receivable                                                               (25,123)        (19,506)
       Inventories                                                                        24,530            (654)
       Prepaid expenses and other current assets                                           1,776          (1,078)
       Accounts payable and accrued expenses                                             (14,785)         19,634
                                                                                       ---------         -------

              Net cash (used in) provided by operating activities                         (4,351)         13,372
                                                                                       ---------         -------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
   Investments in property, plant and equipment                                          (17,269)         (2,443)
   Net change in short-term investments                                                                    4,252
   Acquisitions, net of cash acquired                                                                     (8,398)
                                                                                       ---------        --------

              Net cash used in investing activities                                      (17,269)         (6,589)
                                                                                       ----------         -------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
   Purchase of treasury shares                                                            (8,465)         (4,089)
   Proceeds from short-term borrowings from banks                                         25,000
   Repayments of long-term borrowings                                                     (2,399)           (160)
                                                                                       ----------         ---------

              Net cash provided by (used in) financing activities                         14,136          (4,249)
                                                                                       ---------       ------------

EFFECTS OF EXCHANGE RATES ON CASH                                                         (1,695)          1,104
                                                                                       ---------        -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                      (9,179)          3,638

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                           17,470         42,029
                                                                                       ----------        --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                              $   8,291       $ 45,667
                                                                                       ==========       ========

See notes to condensed consolidated financial statements.

Systemax Inc.
Notes to Condensed Consolidated Financial Statements

1.      Description of Business

  The accompanying consolidated financial statements include the accounts of Systemax Inc. and its wholly-owned subsidiaries (collectively, the “Company” or “Systemax”). The Company is a corporate supplier of personal computers (PCs), notebook computers, computer related products and industrial products in North America and Europe. Systemax markets these 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.

2.      Basis of Presentation

  Net income per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented. 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.

All intercompany accounts have been eliminated in consolidation.

  In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2000 and the results of operations for the three month periods ended March 31, 2000 and 1999, cash flows for the three months ended March 31, 2000 and 1999 and changes in stockholders’ equity for the three months ended March 31, 2000. The December 31, 1999 condensed consolidated balance sheet has been extracted from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.

  These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 1999 and for the period then ended. The results for the three months ended March 31, 2000 are not necessarily indicative of the results for an entire year.

SIGNATURES

Pursuant to the requirements 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.




Date: May 17, 2000

SYSTEMAX INC.


By:     /s/ STEVEN GOLDSCHEIN  
       Steven Goldschein
       Senior Vice President and Chief Financial
          Officer



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