Datalink (DTLK) 10-Q 2014 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:  June 30, 2014

or

oTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from               to

Commission file number: 00029758

DATALINK CORPORATION

(Exact name of registrant as specified in its charter)

MINNESOTA	41-0856543
(State or other jurisdiction of Incorporation)	(IRS Employer Identification Number)

10050 Crosstown Circle, Suite 500

EDEN PRAIRIE, MINNESOTA 55344

(Address of Principal Executive Offices)

(952) 944-3462

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x   No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x   No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer  o	Accelerated Filer  x
Non-Accelerated Filer  o   (Do not check if a smaller reporting company)	Smaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes   o   No   x

As of August 5, 2014, 22,495,992 shares of the registrant’s common stock, $.001 par value, were outstanding.

DATALINK CORPORATION

Index			Page No.
PART I	FINANCIAL INFORMATION		3
	Item 1.	Financial Statements	3
		Balance Sheets — June 30, 2014 and December 31, 2013	3
		Statements of Operations — Three and six months ended June 30, 2014 and 2013	4
		Statements of Cash Flows — Six months ended June 30, 2014 and 2013	5
		Notes to Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION		18
	Item 1.	Legal Proceedings	18
	Item 1A.	Risk Factors	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3.	Defaults Upon Senior Securities	18
	Item 4.	Mine Safety Disclosures	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	18
		Signatures	19

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PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

Datalink Corporation

Balance Sheets

(In thousands, except share data)

	June 30, 2014 (Unaudited)		December 31, 2013
Assets
Current assets
Cash and cash equivalents	$	33,399	$	24,871
Short-term investments	45,037		51,214
Accounts receivable, net	102,211		131,246
Inventories, net	18		4,120
Current deferred customer support contract costs	98,893		89,304
Inventories shipped but not installed	10,580		16,000
Income tax receivable	1,481		—
Other current assets	1,059		1,279
Total current assets	292,678		318,034
Property and equipment, net	6,838		6,722
Goodwill	37,780		37,780
Finite-lived intangibles, net	10,734		13,509
Deferred customer support contract costs, non-current	49,217		49,044
Deferred tax asset	6,800		7,116
Long-term lease receivable	2,811		510
Other assets	661		393
Total assets	$	407,519	$	433,108
Liabilities and Stockholders’ Equity
Current liabilities
Channel finance facility	$	16,991	$	19,977
Accounts payable	33,766		61,296
Accrued commissions	4,729		7,133
Accrued sales and use tax	1,713		2,067
Accrued expenses, other	5,888		8,033
Income tax payable	—		11,586
Deferred taxes	1,694		1,694
Customer deposits	4,892		4,240
Current deferred revenue from customer support contracts	123,152		110,567
Other current liabilities	1,109		187
Total current liabilities	193,934		226,780
Deferred revenue from customer support contracts, non-current	60,312		59,576
Long-term lease payable	2,385		—
Other liabilities, non-current	561		956
Total liabilities	257,192		287,312
Stockholders’ equity
Common stock, $.001 par value, 50,000,000 shares authorized, 22,492,992 and 22,785,422 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	22		23
Additional paid-in capital	111,907		111,239
Retained earnings	38,398		34,534
Total stockholders’ equity	150,327		145,796
Total liabilities and stockholders’ equity	$	407,519	$	433,108

The accompanying notes are an integral part of these financial statements.

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Datalink Corporation

Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net sales:
Products	$	98,252		$	93,295		$	181,447		$	177,699
Services	61,128			54,484			117,468			103,598
Total net sales	159,380			147,779			298,915			281,297
Cost of sales:
Cost of products	76,411			72,747			143,181			138,813
Cost of services	47,486			41,471			90,769			79,090
Total cost of sales	123,897			114,218			233,950			217,903
Gross profit	35,483			33,561			64,965			63,394
Operating expenses:
Sales and marketing	15,867			15,572			31,531			28,779
General and administrative	4,837			5,051			10,138			10,694
Engineering	7,446			6,136			14,960			13,124
Integration and transaction costs	—			25			—			73
Amortization of intangibles	1,359			1,841			2,775			3,823
Total operating expenses	29,509			28,625			59,404			56,493
Earnings from operations	5,974			4,936			5,561			6,901
Other income (expense):
Gain on settlement related to StraTech acquisition	—			—			876			—
Interest income	72			13			120			29
Interest expense	(79		)	(30		)	(108		)	(145		)
Earnings before income taxes	5,967			4,919			6,449			6,785
Income tax expense	2,404			2,015			2,585			2,783
Net earnings	$	3,563		$	2,904		$	3,864		$	4,002
Net earnings per common share:
Basic	$	0.17		$	0.17		$	0.18		$	0.23
Diluted	0.16			0.16			0.18			0.22
Weighted average common shares outstanding:
Basic	21,519			17,600			21,528			17,566
Diluted	22,039			18,103			22,007			17,986

The accompanying notes are an integral part of these financial statements.

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Datalink Corporation

Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net earnings	$	3,864		$	4,002
Adjustments to reconcile net earnings to net cash provided by operating activities:
Change in fair value of short-term investments	4			—
Provision (benefit) for bad debts	71			(44		)
Depreciation	1,222			989
Amortization of finite-lived intangibles	2,775			3,823
Gain on settlement related to StraTech acquisition	(876		)	—
Deferred income taxes	316			174
Stock-based compensation expense	1,724			1,794
Changes in operating assets and liabilities:
Accounts receivable, net and leases receivable	26,663			50,756
Inventories	9,522			(2,336		)
Deferred costs/revenues/customer deposits, net	4,211			5,257
Accounts payable and leases payable	(25,145		)	(40,386		)
Accrued expenses	(4,903		)	(5,930		)
Income tax receivable	(1,481		)	2,135
Income tax payable	(11,586		)	—
Other	479			(38		)
Net cash provided by operating activities	6,860			20,196
Cash flows from investing activities:
Purchases, sales and maturities of trading securities, net	6,173			—
Purchases of property and equipment	(1,338		)	(1,679		)
Net cash provided by (used in) investing activities	4,835			(1,679		)
Cash flows from financing activities:
Net payments under line of credit	—			(6,000		)
Net payments under channel finance facility	(2,986		)	—
Excess tax from stock compensation	526			277
Proceeds from issuance of common stock from option exercise	88			237
Tax withholding payments reimbursed by restricted stock	(795		)	(244		)
Net cash used in financing activities	(3,167		)	(5,730		)
Increase in cash and cash equivalents	8,528			12,787
Cash and cash equivalents, beginning of period	24,871			10,315
Cash and cash equivalents, end of period	$	33,399		$	23,102
Supplementary cash flow information:
Cash paid for income taxes	$	14,809		$	242
Cash paid for interest expense	—			68

The accompanying notes are an integral part of these financial statements.

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Datalink Corporation

Notes to Financial Statements

(Unaudited)

1.Basis of Presentation

We have prepared the interim financial statements included in this Form 10-Q without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  We have condensed or omitted certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, pursuant to such rules and regulations.  You should read these financial statements in conjunction with the financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

The financial statements presented herein as of June 30, 2014, and for the three months and six months ended June 30, 2014 and 2013, reflect, in the opinion of management, all adjustments (which consist only of normal, recurring adjustments) necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Management makes estimates and assumptions affecting the amounts of assets, liabilities, revenues and expenses we report, and our disclosure of contingent assets and liabilities at the date of the financial statements.  The results of the interim periods are not necessarily indicative of the results for the full year.  Accordingly, you should read these condensed financial statements in conjunction with the audited financial statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.  Actual results could differ materially from these estimates and assumptions.

Recently Issued Accounting Standards

In June 2014, the FASB issued Accounting Standards Update 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period (“ASU 2014-12”), which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. Thus, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. Entities can apply the amendment either a) prospectively to all awards granted or modified after the effective date or b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We currently do not anticipate the adoption of this standard will have a material impact on our condensed consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. This ASU is intended to provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; and provide more useful information to users of financial statements through improved revenue disclosure requirements. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2016. We are currently determining our implementation approach and assessing the impact on our consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (‘‘ASU No. 2013-11’’). ASU No. 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-11 did not have a significant impact on our consolidated financial statements.

2.Net Earnings per Share

We compute basic net earnings per share using the weighted average number of shares outstanding.  Diluted net earnings per share include the effect of common stock equivalents, if any, for each period.  Diluted net earnings per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless their effect is anti-dilutive.  The following table computes basic and diluted net earnings per share:

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	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(in thousands, except per share data)
Net earnings	$	3,563		$	2,904		$	3,864		$	4,002
Basic:
Weighted average common shares outstanding	22,493			18,919			22,493			18,919
Weighted average common shares of restricted stock that has not vested	(974		)	(1,319		)	(965		)	(1,353		)
Shares used in the computation of basic net earnings per share	21,519			17,600			21,528			17,566
Net earnings per share — basic	$	0.17		$	0.17		$	0.18		$	0.23
Diluted:
Shares used in the computation of basic net earnings per share	21,519			17,600			21,528			17,566
Employee and non-employee director stock options	3			48			3			40
Restricted stock that has not yet vested	517			455			476			380
Shares used in the computation of diluted net earnings per share	22,039			18,103			22,007			17,986
Net earnings per share — diluted	$	0.16		$	0.16		$	0.18		$	0.22

We excluded the following restricted stock grants that have not yet vested from the computation of diluted earnings per share as their effect would have been anti-dilutive:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2014	2013	2014	2013
Restricted common stock that has not yet vested	27,000	83,000	27,000	326,500

3.Stock-Based Compensation

Restricted Stock:

Total stock-based compensation expense related to restricted stock was $645,000 and $696,000 for the three months ended June 30, 2014 and 2013, respectively.  Total stock-based compensation expense related to restricted stock was $1.5 million for each of the six months ended June 30, 2014 and 2013.  Unrecognized stock-based compensation expense related to restricted stock was $3.2 million at June 30, 2014, which we will amortize ratably through October 2017.

The following table summarizes our restricted stock activity for the six months ended June 30, 2014:

	Number of Shares		Weighted Average Grant-Date Fair Value
Restricted stock that had not vested at January 1, 2014	1,181,515		$	9.17
Granted	—		—
Cancelled	(44,800	)	10.07
Shares vested	(190,650	)	6.40
Restricted stock that has not vested at June 30, 2014	946,065		$	9.69

Stock Options:

We recognized no stock-based compensation expense related to stock options for the three and six months ended June 30, 2014. Total stock-based compensation expense related to stock options was $60,000 and $121,000 for the three and six months ended June 30, 2013, respectively.  There was no unrecognized stock-based compensation expense related to stock options at June 30, 2014.

The following table represents stock option activity for the six months ended June 30, 2014:

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	Number of Shares		WeightedAverage Exercise Price		Weighted Average RemainingContract Life in Years
Outstanding options as of January 1, 2014	485,784		$	3.54
Options granted	—		—
Options exercised	(22,884	)	3.88
Options cancelled	—		—
Outstanding options as of June 30, 2014	462,900		$	3.52	4.98
Exercisable options as of June 30, 2014	462,900		$	3.52	4.98

Other:

Effective January 1, 2014 and pursuant to Deferred Stock Unit (“DSU”) Master Agreements, each member of the board of directors may elect to receive DSUs with a fair value equivalent to a percentage of each quarterly installment of the annual cash retainer for non-employee directors to which that member would otherwise be entitled for service as a Datalink director during 2014. In addition, each member of the board of directors may elect to receive a DSU award equal to a percentage of the award of shares of Restricted Stock to which that member would otherwise have been entitled as the equity component of the 2014 annual retainer. The DSUs and DSU awards vest and become non-forfeitable on each of June 30, 2014, September 30, 2014, December 31, 2014 and March 31, 2015, provided the board member remains in service with us. We will issue one share in payment and settlement of each vested DSU subject to the Master DSU Agreement following a termination of that board member’s service with us.

We recognized expense of $96,000 during each of the three month periods ended June 30, 2014 and 2013 related to awards of 9,625 shares and 9,000 shares, respectively, of fully vested common stock to members of our Board of Directors.  Of the 9,625 shares of fully vested stock awarded to member of our Board of Directors during the three months ended June 30, 2014, 5,125 shares were DSUs. During the six months ended June 30, 2014 and 2013, we recognized expense of $228,000 and $204,000, respectively, related to awards of 19,074 shares and 18,000 shares, respectively, of fully vested common stock to members of our Board of Directors.  Of the 19,074 shares of fully vested stock awarded to members of our Board of Directors during the six months ended June 30, 2014, 5,574 shares were DSUs.

4.Income Taxes

We base the provision for income taxes upon estimated annual effective tax rates in the tax jurisdictions in which we operate.  For the three months ended June 30, 2014 and 2013, our effective tax rate was 40.3% and 41.0%, respectively.  For the first six months of 2014 and 2013, our effective tax rate was 40.1% and 41.0%, respectively.  The decrease in our tax rate for the three and six months ended June 30, 2014 as compared to the same periods in 2013 is mainly due to the effect of federal graduated tax rates on our estimated annual taxable income. Additionally, we recognized benefits from approximately $14,000 of discrete item adjustments during the six months ended June 30, 2014. These adjustments decreased our effective tax rate to 40.1% for the six months ended June 30, 2014. We did not recognize any such benefits from discrete item adjustments during the three months ended June 30, 2014 or during the three and six months ended June 30, 2013.  We expect our annual effective tax rate for 2014 to be 40.2%.

As part of the process of preparing financial statements, we estimate federal and state income taxes. Management estimates the actual current tax exposure together with assessing temporary differences resulting from different treatment for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include within our balance sheet. Management must then assess the likelihood that we will utilize deferred tax assets to offset future taxable income during the periods in which we may deduct these temporary differences.  For the three and six months ended June 30, 2014, we recorded income tax expense of $2.4 million and $2.6 million, respectively, with an effective tax rate of 40.3% and 40.1%, respectively.

We assess our uncertain tax positions for tax years that are still open for examination.  As of June 30, 2014 and 2013, we had no unrecognized tax benefits which would affect our effective tax rate if recognized.

We classify interest and penalties arising from the underpayment of income taxes in the statement of operations under general and administrative expenses. As of June 30, 2014 and 2013, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2008-2012 remain open to examination by both the Federal government and by other major income taxing jurisdictions to which we are subject.

Our ability to utilize a portion of our net operating loss carryforwards to offset future taxable income is subject to certain limitations under Section 382 of the Internal Revenue Code due to changes in our equity ownership.  We do not believe that an ownership change under Section 382 has occurred, and therefore, no such limitations exist.

5.Acquisitions

On October 4, 2012, we purchased substantially all of the assets and liabilities of Strategic Technologies, Inc. (‘‘StraTech’’) from StraTech and Midas Medici Group Holdings, Inc. (‘‘Midas,’’ parent company of StraTech and, together with StraTech, the ‘‘Sellers’’). StraTech is an IT services and solutions firm that shares our focus on optimizing enterprise data centers and IT infrastructure through a common product and services portfolio designed to help customers increase business agility. We purchased StraTech for a purchase price of approximately $11.9 million, comprised of a cash payment of approximately $13.2 million, which

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was offset by a receivable due from the Sellers of approximately $3.3 million, resulting from the preliminary tangible net asset adjustment as defined by the asset purchase agreement. In addition, we issued 269,783 shares of our common stock with a value of approximately $2.0 million. Of those shares, 242,805 shares were deposited in an escrow account as security for certain indemnification obligations of the Sellers.

Pursuant to the asset purchase agreement, the Sellers were obligated to pay us an amount equal to the difference between the actual tangible net assets on the closing date and the Sellers’ good faith estimated net tangible assets as set forth in the asset purchase agreement. We initially recorded a receivable due from the Sellers of approximately $4.2 million related to this payment at the acquisition date. The Sellers provided us with a ‘‘Notice of Disagreement,’’ which stated that they disputed the amount owed to us in connection with this reconciliation payment. The asset purchase agreement contained an arbitration provision for disputes over the value of tangible net assets. During the measurement period (up to one year from the acquisition date), the final tangible net asset adjustment was agreed to and the net effect was a decrease in the receivable due from the Sellers of $936,000 and an increase in the purchase price for the same amount as reflected above.

In January 2014, we reached a settlement agreement with the former owners of StraTech regarding the disputed amount owed to us in connection with the reconciliation payment mentioned above. Under the terms of the agreement, the former owners of StraTech agreed to release the entire 242,805 shares of Datalink common stock that were being held in escrow in exchange for a payment of $100,000 and the release of certain other claims. As of December 31, 2013, the remaining $3.3 million receivable due from the Sellers was deemed to be uncollectible and written down to the estimated realizable value, which was determined to be the fair value of the shares in escrow on December 31, 2013. The remaining receivable of $2,647,000 was reclassified from accounts receivable to equity within the December 31, 2013 balance sheet. Based on the value of our common stock on the date of the settlement agreement in January 2014, we recorded a gain before tax of approximately $876,000 during the six months ended June 30, 2014 as a result of the increase in our stock price from December 31, 2013 to the date we repossessed the shares in escrow.

6.Goodwill and Finite-Lived Intangible Assets

We assess the carrying amount of our goodwill for potential impairment annually or more frequently if events or a change in circumstances indicate that impairment may have occurred.  We perform an impairment test for finite-lived assets, such as intangible assets, and other long-lived assets, such as fixed assets, whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.  Circumstances that could represent triggering events and therefore require an interim impairment test of goodwill or evaluation of our finite-lived intangible assets or other long-lived assets include the following:  loss of key personnel, unanticipated competition, higher or earlier than expected customer attrition, deterioration of operating performance, significant adverse industry conditions, economic or regulatory changes or a significant decline in market capitalization.

We have only one operating and reporting unit that earns revenues, incurs expenses and makes available discrete financial information for review by our chief operations decision maker.  Accordingly, we complete our goodwill impairment testing on this single reporting unit.

In conducting the annual impairment test of our goodwill, qualitative factors are first examined to determine whether the existence of events, or circumstances, indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a two-step impairment test is applied.  The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of our market capitalization with the carrying value of our net assets. If our total market capitalization is at or below the carrying value of our net assets, we perform the second step of the goodwill impairment test to measure the amount of impairment loss we record, if any.  We consider goodwill impairment test estimates critical due to the amount of goodwill recorded on our balance sheet and the judgment required in determining fair value amounts.

Goodwill was $37.8 million as of each of June 30, 2014 and December 31, 2013.  We conducted our annual goodwill impairment test as of December 31, 2013, our last measurement date.  Based on this analysis, we determined that there was no impairment to goodwill.  We will continue to monitor conditions and changes that could indicate impairment of our recorded goodwill.

At each of June 30, 2014 and December 31, 2013, we determined that no triggering events had occurred during the quarter and our finite-lived assets and long-lived assets were not impaired.

Identified intangible assets are summarized as follows:

	Amortizable	As of June 30, 2014							As of December 31, 2013
	Period (years)	Gross Assets		Accumulated Amortization			Net Assets		Gross Assets		Accumulated Amortization			Net Assets
Customer relationships	5-8	$	29,133	$	(18,439	)	$	10,694	$	29,133	$	(15,743	)	$	13,390
Services agreement	4	67		(67		)	—		67		(67		)	—
Certification	2	467		(467		)	—		467		(467		)	—
Covenant not to compete	3	478		(438		)	40		478		(359		)	119
Trademarks	3	263		(263		)	—		263		(263		)	—
Order backlog	3 months — 1 year	2,162		(2,162		)	—		2,162		(2,162		)	—
Total identified intangible assets		$	32,570	$	(21,836	)	$	10,734	$	32,570	$	(19,061	)	$	13,509

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Amortization expense for identified intangible assets is summarized below:

	Three Months Ended  June 30,				Six Months Ended June 30,
	2014		2013		2014		2013		Statement of Operations Classification
Customer relationships	$	1,320	$	1,797	$	2,696	$	3,735	Operating expenses
Services agreement	—		4		—		8		Operating expenses
Covenant not to compete	39		40		79		80		Operating expenses
Total identified intangible assets	$	1,359	$	1,841	$	2,775	$	3,823

Based on the identified intangible assets recorded at June 30, 2014, future amortization expense for the next five years is as follows:

	(in thousands)
Remainder of 2014	$	2,518
2015	3,963
2016	2,937
2017	1,316
	$	10,734

7.Short-Term Investments

Our short-term investments consist of commercial paper, corporate bonds and interest-bearing CDs. We categorize these investments as trading securities and record them at fair value. We classify investments with maturities of 90 days or less from the date of purchase as cash equivalents; investments with maturities of greater than 90 days from the date or purchase but less than one year generally as short-term investments; and investments with maturities of greater than one year from the date of purchase generally as long-term investments. The following table summarizes our short-term investments:

	At June 30, 2014								At December 31, 2013
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Commercial paper	$	32,976	$	4	$	3	$	32,977	$	35,979	$	5	$	9	$	35,975
Corporate bonds	9,267		—		207		9,060		15,422		—		183		15,239
Interest-bearing CD	3,001		—		1		3,000		—		—		—		—
Total	$	45,244	$	4	$	211	$	45,037	$	51,401	$	5	$	192	$	51,214

Our $45.0 million of short-term investments are comprised of interest-bearing CDs, commercial paper and corporate bonds with maturities within one year and interest rates ranging from 0.6% to 5.3%.

8.Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  In determining fair value for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability.  We apply fair value measurements for both financial and nonfinancial assets and liabilities.  We have no nonfinancial assets or liabilities that require measurement at fair value on a recurring basis as of June 30, 2014.

The fair value of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, line of credit and accrued expenses, approximate cost because of their short maturities.

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We use the three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair values.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described below:

·Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

·Level 2 — Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly.

·Level 3 — Significant unobservable inputs that we cannot corroborate by observable market data and thus reflect the use of significant management judgment.  We generally determine these values using pricing models based on assumptions our management believes other market participants would make.

The fair value hierarchy requires the use of observable market data when available.  In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we determine the fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.  The following table sets forth, by level within the fair value hierarchy, the accounting of our financial assets and/or liabilities at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 according to the valuation techniques we used to determine their fair value(s).

	Fair Value Measurements (in thousands)
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
At June 30, 2014:
Cash and cash equivalents	$	33,399	$	33,399	$	—	$	—
Short-term investments	45,037		9,060		35,977		—
Total assets measured at fair value	$	78,436	$	42,459	$	35,977	$	—
At December 31, 2013:
Cash and cash equivalents	$	24,871	$	24,871	$	—	$	—
Short-term investments	51,214		15,239		35,975		—
Total assets measured at fair value	$	76,085	$	40,110	$	35,975	$	—

9.Lease Receivables

We occasionally enter into sales-type lease agreements with our customers resulting from the sale of certain products. Our lease receivables are recorded at cost within the accounts receivable and long-term lease receivables balances on our balance sheet and are due in installments over the lives of the leases. Cash received and applied against the receivable balance is recorded within changes in operating assets and liabilities in the net cash provided by operating activities section of the statement of cash flows.  Finance income is derived over the term of the sales-type lease arrangement as the unearned income on financed sales-type leases is earned. Unearned income is amortized over the life of the lease using the interest method.  The present value of net investment in sales-type lease receivables of $3.9 million and $1.3 million at June 30, 2014 and December 31, 2013, respectively, is reflected net of unearned income of $381,000 and $57,000 at June 30, 2014 and December 31, 2013, respectively. As of June 30, 2014, scheduled maturities of minimum lease payments receivable were as follows for the fiscal years ended December 31:

	(in thousands)
Remainder of 2014	$	1,058
2015	1,261
2016	828
2017	561
2018	494
Thereafter	123
	4,325
Less: Current portion	(1,514		)
Long-term sales-type lease receivable	$	2,811

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Lease receivables are individually evaluated for impairment. In the event we determine that a lease receivable may not be paid, we include in our allowance an amount for the outstanding balance related to the lease receivable. At June 30, 2014, there were no material amounts past due related to lease receivables.

10.Line of Credit

On July 17, 2013, we entered into a Credit Agreement with Castle Pines Capital LLC (“CPC”), an affiliate of Wells Fargo Bank, National Association (“Wells Fargo”).  The Credit Agreement provides for a channel finance facility (“Channel Finance Facility”) and a revolving facility (“Revolving Facility” and, together with the Channel Finance Facility, “Combined Facility”) in a maximum combined aggregate amount of $40 million.  Borrowing under the Revolving Facility cannot exceed the lesser of (i) $40 million minus the amount outstanding under the Channel Finance Facility or (ii) a borrowing base consisting of 85% of certain eligible accounts and 100% of channel financed inventory, subject to CPC’s ability to impose reserves in the future.  The Channel Finance Facility will finance certain purchases of inventory by us from vendors approved by CPC and the Revolving Facility may be used for working capital purposes and permitted acquisitions.

The amounts outstanding under the Revolving Facility will bear interest at a per annum rate of 2.0% above Wells Fargo’s one-month LIBOR rate (approximately 0.16% at June 30, 2014).  Advances under the Channel Finance Facility will not bear interest so long as they are paid by the applicable payment due date and advances that remain outstanding after the applicable payment due date will bear interest at a per annum rate of LIBOR plus 4%.  We are obligated to pay quarterly to CPC an unused commitment fee equal to 0.50% per annum on the average daily unused amount of the Combined Facility, with usage including the sum of any advances under either the Channel Finance Facility or the Revolving Facility.  The Combined Facility and certain bank product obligations owed to Wells Fargo or its affiliates are secured by substantially all of our personal property. The Credit Agreement terminates on July 17, 2016 and we will be obligated to pay certain prepayment fees if the Credit Agreement is terminated prior to that date.

The Credit Agreement contains customary representations, warranties, covenants and events of default, including but not limited to, covenants restricting our ability to (i) grant liens on our assets, (ii) make certain fundamental changes, including merging or consolidating with another entity or making any material change in the nature of our business, (iii) make certain dividends or distributions, (iv) make certain loans or investments, (v) guarantee or become liable in any way on certain liabilities or obligations of any other person or entity, or (vi) incur certain indebtedness. The Prior Credit Agreement (as defined below) included similar restrictions.

The Credit Agreement contains certain covenants regarding our financial performance, including (i) a minimum tangible net worth of at least $20 million, (ii) a maximum funded debt to EBITDA of no more than 3.00 to 1.00, and (iii) a minimum quarterly net income of at least $250,000.

Of the $40 million maximum borrowing amount available under the combined Channel Finance Facility and Revolving Facility, we had outstanding advances of $17.0 million and $20.0 million on the Channel Finance Facility at June 30, 2014 and December 31, 2013, respectively, related to the purchase of inventory from a vendor.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including those identified below, which could cause actual results to differ materially from historical results or those anticipated.  The words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions which indicate future events and trends identify forward-looking statements.  Actual future results and trends may differ materially from historical results or those anticipated depending upon a variety of factors, including, but not limited to:  the level of continuing demand for data center solutions and services including the effects of current economic and credit conditions and the ability of organizations to outsource data center infrastructure-related services to service providers such as us; the migration of organizations to virtualized server environments, including using a private cloud computing infrastructure; the extent to which customers deploy disk-based backup recovery solutions; the realization of the expected trends identified for advanced network infrastructures; reliance by manufacturers on their data service partners to integrate their specialized products;  continued preferred status with certain principal suppliers; competition and pricing pressures and timing of our installations that may adversely affect our revenues and profits; fixed employment costs that may impact profitability if we suffer revenue shortfalls; our ability to hire and retain key technical and sales personnel;  continued productivity of our sales personnel; our dependence on key suppliers; our ability to adapt to rapid technological change; success of our enterprise resource planning system; risks associated with integrating completed and future acquisitions; the ability to execute our acquisition strategy; fluctuations in our quarterly operating results; market acceptance of our managed services offerings, including first call support services; future changes in applicable accounting rules; and volatility in our stock price.  Further, our revenues for any particular quarter are not necessarily reflected by our backlog of contracted orders, which also may fluctuate unpredictably.

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These statements reflect our current views with respect to future events and are based on assumptions subject to risks and uncertainties. We do not intend to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Additional risks, uncertainties and other factors are included in the “Risk Factors” section on our Annual Report on Form 10-K for the year ended December 31, 2013.  All forward-looking statements are quantified by, and should be considered in conjunction with, such cautionary statements. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission that advises interested parties of the risks and factors that may affect our business.

OVERVIEW

We provide independent, comprehensive solutions and services that make data centers more efficient, manageable and responsive to changing business needs.  Focused on mid- and large-size companies, we consult, assess, design, deploy, implement, support, and manage critical data center infrastructures such as servers, storage, networks and cloud. Our solutions ensure that our customers’ information technology strategies align with business needs and maximize efficiency. Each solution is built using a customized platform of hardware and software from multiple technology vendors.  We leverage hardware and software from industry-leading original equipment manufacturers as part of our data center offerings and provide ongoing support for all of the solutions and services we offer. Our portfolio of solutions and services spans five practices: consolidation and virtualization, data storage and protection, advanced network infrastructures, business continuity and cloud enablement.  We offer a full suite of practice-specific consulting, analysis, design, implementation, management and support services.

Our solutions can include hardware products, such as servers, disk arrays, tape systems, networking and interconnection components and software products.  Our data center strategy is supported through multiple trends in the market and involves supporting the market and our customers with a single vendor to provide their data center infrastructure needs.  As of June 30, 2014, we have 36 locations, including both leased facilities and home offices, throughout the United States.  We historically have derived our greatest percentage of net sales from customers located in the central part of the United States.

We sell support service contracts to most of our customers.  In about half of the support service contracts that we sell, our customers purchase support services through us, resulting in customers receiving the benefit of integrated system-wide support.  We have a qualified, independent support desk that takes calls from customers, diagnoses the issues they are facing and either solves the problem or coordinates with our and/or vendor technical staff to meet the customer’s needs.  Our support service agreements with our customers include an underlying agreement with the product manufacturer.  The manufacturer provides on-site support assistance if necessary. The other half of the support service contracts that we sell to our customers are direct with the product manufacturers. For all support service contracts we sell, we defer revenues and direct costs resulting from these contracts, and amortize these revenues and expenses into operations, over the term of the contracts, generally one to three years.

The data center infrastructure solutions and services market is rapidly evolving and highly competitive.  Our competition includes other independent storage, server and networking system integrators, high end value-added resellers, distributors, consultants and the internal sales force of our suppliers.  Our ability to hire and retain qualified outside sales representatives and engineers with enterprise-class information storage, server and networking experience is critical to effectively compete in the marketplace and achieve our growth strategies.

In the past, we have experienced fluctuations in the timing of orders from our customers, and we expect to continue to experience these fluctuations in the future.  These fluctuations have resulted from, among other things, the time required to design, test and evaluate our data center infrastructure solutions before customers deploy them, the size of customer orders, the complexity of our customers’ network environments, necessary system configuration to deploy our solutions and new product introductions by suppliers.  Current economic conditions and competition also affect our customers’ decisions and timing to place orders with us and the size of those orders.  As a result, our net sales may fluctuate from quarter to quarter.

RESULTS OF OPERATIONS

The following table shows, for the periods indicated, certain selected financial data expressed as a percentage of net sales.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	77.7		77.3		78.3		77.5
Gross profit	22.3		22.7		21.7		22.5
Operating expenses:
Sales and marketing	10.0		10.5		10.5		10.2
General and administrative	3.0		3.4		3.4		3.8
Engineering	4.7		4.2		5.0		4.6
Integration and transaction costs	—		—		—		—
Amortization of intangibles	0.9		1.2		0.9		1.4
Total operating expenses	18.6		19.3		19.8		20.0
Earnings from operations	3.7	%	3.4	%	1.9	%	2.5	%

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The following table shows, for the periods indicated, revenue and gross profit information for our product and service sales.

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(in thousands)
Product sales	$	98,252		$	93,295		$	181,447		$	177,699
Service sales	61,128			54,484			117,468			103,598
Product gross profit	$	21,841		$	20,548		$	38,266		$	38,886
Service gross profit	13,642			13,013			26,699			24,508
Product gross profit as a percentage of product sales	22.2		%	22.0		%	21.1		%	21.9		%
Service gross profit as a percentage of service sales	22.3		%	23.9		%	22.7		%	23.7		%

Our product sales continue to reflect a diversification in the mix of our offerings. For the three and six months ended June 30, 2014, product sales represented 61.6% and 60.7%, respectively, of our total sales compared to 63.1% and 63.2%, respectively, for the comparable periods in 2013. The dollar volume increase in our product sales for the three and six months ended June 30, 2014 as compared to the same periods in 2013 reflects continued growth in our customer base including growth in customers with multi-million dollar accounts with us and market acceptance of our ongoing strategy to service the complete data center, as evidenced by increases in our storage and networking product sales. We cannot assure that changes in customer spending or economic conditions will positively impact our future product sales.

For the three and six months ended June 30, 2014, service sales represented 38.4% and 39.3%, respectively, of our total sales compared to 36.9% and 36.8%, respectively, for the comparable periods in 2013. The increase in our service sales for the three and six months ended June 30, 2014 as compared to the same period in 2013 reflects the impact of accelerating momentum for our virtualized data center solutions and increased market acceptance of our more recent services offerings, including unified monitoring and managed infrastructure services for the entire multi-vendor virtualized data center offerings. In addition, our newer managed services offerings for backup, monitoring, archiving, cloud backup and cloud enablement services help companies analyze the impact of cloud deployments on their business.  With the growth in our product sales, we continue to successfully sell our installation and configuration services and customer support contracts. Without continued sustainable growth in our product sales going forward, we would expect our customer support contract sales to suffer and we cannot assure that our future customer support contract sales will not decline.

We had no single customer account for 10% or greater of our revenues for the three and six months ended June 30, 2014 or 2013. However, our top five customers collectively accounted for 11.8% and 14.0% of our revenues for the three months ended June 30, 2014 and 2013, respectively, and 9.5% and 10.7% of our revenues for the six months ended June 30, 2014 and 2013, respectively.

Gross Profit.  Our total gross profit as a percentage of net sales decreased to 22.3% for the quarter ended June 30, 2014, as compared to 22.7% for the comparable quarter in 2013.  Our total gross profit as a percentage of net sales decreased to 21.7% for the six months ended June 30, 2014, as compared to 22.5% for the comparable period in 2013.   Product gross profit as a percentage of product sales increased to 22.2% in the second quarter of 2014 from 22.0% for the comparable quarter in 2013.  Product gross profit as a percentage of product sales decreased to 21.1% for the six months ended June 30, 2014 from 21.9% for the same period in 2013.  Service gross profit as a percentage of service sales decreased to 22.3% for the second quarter of 2014 from 23.9% for the comparable quarter in 2013.  Service gross profit as a percentage of service sales decreased to 22.7% for the six months ended June 30, 2014 from 23.7% for the same period in 2013.

Our product gross profit as a percentage of product sales is impacted by the mix and type of projects we complete for our customers.  Our product gross profit as a percentage of product sales for the three and six months ended June 30, 2014 remained relatively constant and decreased 0.8%, respectively, as compared to the same periods in 2013. Our product margins will fluctuate from quarter to quarter due to product mix and pricing pressure on new orders; however, we expect that our product margins in the current year will be below 2013 levels due primarily to a shift in storage product sales from higher-margin products to lower-margin products, several significant transactions with new customers during the first six months of 2014 in which competition for the new accounts resulted in

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lowering our prices to win the business, and to the increase in our networking and server revenue stream, which historically has carried lower gross margins than our storage revenue stream. Our product gross profit is also impacted by various vendor incentive programs that provide economic incentives for achieving various sales performance targets and early payment of invoices. Vendor incentives were $2.4 million and $2.0 million, respectively, for the three month periods ended June 30, 2014 and 2013.  Vendor incentives were $3.7 million and $3.8 million, respectively, for the six month periods ended June 30, 2014 and 2013.  As a percentage of product cost of goods sold, vendor incentives were 3.0% and 2.7%, respectively, for the three months ended June 30, 2014 and 2013 and 2.5% and 2.6%, respectively, for the six months ended June 30, 2014 and 2013, respectively. These vendor programs constantly change and we negotiate them separately with each vendor.  While we expect the incentive and early pay programs to continue, the vendors could modify or discontinue them, particularly in light of current economic conditions, which would unfavorably impact our product gross profit margins.  We expect that as we continue implementing our strategy to sell comprehensive data center solutions with servers and networking products that our product gross margins for the remainder of 2014 will be approximately 20%.

Service gross profit as a percentage of service sales for the three and six months ended June 30, 2014 decreased 1.6% and 1.0%, respectively, as compared to the same periods in 2013.  This decrease is primarily driven by a reduction in the gross margin percentage on professional services provided by Datalink as a result of adding new products and services to address rising market acceptance of unified data centers and a reduction in the gross margin percentage for our customer support contracts on which we were not able to sell first call support, which carry lower gross margins.  We expect that our managed services offerings and first call unified customer support service revenues will continue to gain market acceptance for the remainder of 2014, and service gross margins will be within the 22% to 24% range for that period.

Sales and Marketing.  Sales and marketing expenses include wages and commissions paid to sales and marketing personnel, travel costs and advertising, promotion and hiring expenses.  We expense advertising costs as incurred. Sales and marketing expenses totaled $15.9 million, or 10.0% of net sales for the quarter ended June 30, 2014, compared to $15.6 million, or 10.5% of net sales for the second quarter in 2013.  Sales and marketing expenses totaled $31.5 million, or 10.5% of net sales for the six months ended June 30, 2014, compared to $28.8 million, or 10.2% of net sales for the same period in 2013.

Sales and marketing expenses increased $295,000 and $2.8 million for the three and six month periods ended June 30, 2014, respectively, as compared to the same periods in 2013.  These increases are primarily due to an increase in salaries and benefits commensurate with the increase in sales and marketing headcount for the 2014 period.  We expect that our sales and marketing expenses will be within the range of 8% to 10% of net sales for the remainder of 2014.

General and Administrative.  General and administrative expenses include wages for administrative personnel, professional fees, depreciation, communication expenses and rent and related facility expenses. General and administrative expenses were $4.8 million, or 3.0% of net sales for the quarter ended June 30, 2014, compared to $5.1 million, or 3.4% of net sales for the second quarter in 2013.  General and administrative expenses were $10.1 million, or 3.4% of net sales for the six months ended June 30, 2014, compared to $10.7 million, or 3.8% of net sales for the same period in 2013.  Our general and administrative expenses have decreased as a percentage of net sales for both the three and six month periods ended June 30, 2014 as compared to the same periods in 2013.

General and administrative expenses decreased $214,000 and $556,000 for the three and six months ended June 30, 2014, respectively, as compared to the same periods in 2013. The decrease in general and administrative expenses for the three months ended June 30, 2014 as compared to the same period in 2013 was primarily due to a decrease of $278,000 in outside services and a decrease of $202,000 in bonus expense, partially offset by an increase of $145,000 in depreciation expense. The decrease in general and administrative expenses for the six months ended June 30, 2014 as compared to the same period in 2013 was primarily due to a decrease of $469,000 in bonus expense and a decrease of $352,000 in outside services, partially offset by an increase of $232,000 in depreciation expense.

Engineering.  Engineering expenses include employee wages, bonuses and travel, hiring and training expenses for our field and customer support engineers and technicians.  Engineering expenses were $7.4 million, or 4.7% of net sales for the quarter ended June 30, 2014, compared to $6.1 million, or 4.2% of net sales for the second quarter in 2013.  Engineering expenses were $15.0 million, or 5.0% of net sales for the six months ended June 30, 2014, compared to $13.1 million, or 4.6% of net sales for the same period in 2013.

Engineering expenses increased $1.3 million and $1.8 million for the three and six months ended June 30, 2014, respectively, as compared to the same periods in 2013.  The increase in engineering expenses for the three months ended June 30, 2014 is primarily due to an increase in salaries, benefits and bonus expenses of $1.2 million commensurate with the increase in engineering headcount during the 2014 period as a result of adding new products and services to address rising market acceptance of unified data centers. The increase in engineering expenses for the six months ended June 30, 2014 is primarily due to an increase in salaries, benefits and bonus expenses of $2.4 million commensurate with the increase in engineering headcount during the 2014 period as a result of adding new products and services to address rising market acceptance of unified data centers, partially offset by a decrease of $730,000 in consulting expenses.

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Integration and Transaction Costs.  We recorded no integration and transaction costs for the three and six months ended June 30, 2014. We had $25,000 and $73,000 of integration and transaction costs for the three and six months ended June 30, 2013, respectively.  Integration and transaction expenses in 2013 for the StraTech acquisition included audit, legal, and other outside consulting fees.

Amortization of Intangibles.  We had $1.4 million and $1.8 million of intangible asset amortization expenses for the three months ended June 30, 2014 and 2013, respectively.  We had $2.8 million and $3.8 million of intangible asset amortization expenses for the six months ended June 30, 2014 and 2013, respectively.  The finite-lived intangible asset we acquired in our acquisition of StraTech consisted of customer relationships having an estimated life of five years that we are amortizing using an accelerated amortization method, to match the pattern in which the economic benefits of that asset are expected to be consumed. The finite-lived intangibles we acquired in our acquisition of Midwave consisted of covenants not to compete, order backlog and customer relationships having estimated lives of three years, three months and five years, respectively. We are amortizing the finite-lived intangible assets we acquired in our Midwave acquisition primarily using the straight line method. The decrease in amortization of intangibles expenses in 2014 as compared to 2013 is primarily due to our use of an accelerated amortization method in amortizing the customer relationships acquired in the StraTech acquisition.

Earnings from Operations.  We had earnings from operations of $6.0 million and $4.9 million for the three months ended June 30, 2014 and 2013, respectively.  We had earnings from operations of $5.6 million and $6.9 million for the six months ended June 30, 2014 and 2013, respectively. The increase in earnings from operations for the three months ended June 30, 2014 is primarily the result of increased revenues due to continued growth in our customer base including growth in customers with multi-million dollar accounts with us, market acceptance of our ongoing strategy to service the complete data center, the impact of accelerating momentum for our virtualized data center solutions and increased market acceptance of our more recent services offerings, including unified monitoring and managed infrastructure services for the entire multi-vendor virtualized data center offerings. The decrease in earnings from operations for the six months ended June 30, 2014 is primarily a result of lower gross margins as a result of product mix changes and expenses associated with the ramp-up of our Advanced Services practice.

Income Taxes.  We had income tax expense of $2.4 million and $2.0 million for the three months ended June 30, 2014 and 2013, respectively.  We had income tax expense of $2.6 million and $2.8 million for the six months ended June 30, 2014 and 2013, respectively.  Our estimated effective tax rate for the three and six months ended June 30, 2014 was 40.3% and 40.1%, respectively. For the balance of 2014, we expect to report an income tax provision using an effective tax rate of approximately 40.2%.

LIQUIDITY AND CAPITAL RESOURCES

	Six Months Ended June 30,
	2014			2013
	(in thousands)
Total cash provided by (used in):
Operating activities	$	6,860		$	20,196
Investing activities	4,835			(1,679		)
Financing activities	(3,167		)	(5,730		)
Increase in cash	$	8,528		$	12,787

Net cash provided by operating activities was $6.9 million and $20.2 million for the six months ended June 30, 2014 and 2013, respectively. Net cash provided by operating activities of $6.9 million for the six months ended June 30, 2014 was primarily due to a $26.7 million decrease in accounts receivable, a $9.5 million decrease in inventories, our net earnings of $3.9 million and non-cash items including amortization of finite-lived intangibles of $2.8 million, stock-based compensation of $1.7 million and depreciation of $1.2 million, partially offset by a $30.0 million decrease in accounts payable and accrued expenses and an $11.6 million decrease in income taxes payable. Net cash provided by operating activities for the six months ended June 30, 2013 of $20.2 million was primarily due to a $50.8 million decrease in accounts receivable, our net earnings of $4.0 million and non-cash items including amortization of finite-lived intangibles of $3.8 million, stock-based compensation of $1.8 million and depreciation of $989,000, partially offset by a $40.4 million decrease in accounts payable.

Net cash provided by investing activities was $4.8 million for the six months ended June 30, 2014. For the six months ended June 30, 2014, the net sale of $6.1 million of investments was partially offset by the purchase of $1.3 million in property and equipment. Net cash used in investing activities was $1.7 million for the six months ended June 30, 2013 and was used for the purchase of property and equipment. For the remainder of 2014, we are planning for capital expenditures of up to $1.5 million primarily related to enhancements to our management information systems and upgraded computer equipment.

Net cash used in financing activities was $3.2 million for the six months ended June 30, 2014 and was primarily attributable to payments on our channel finance facility of $3.0 million. Net cash used in financing activities was $5.7 million for the six months ended June 30, 2013 and was primarily attributable to net payments under our line of credit.

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On July 17, 2013, we entered into a Credit Agreement (“Credit Agreement”) with Castle Pines Capital LLC (“CPC”), an affiliate of Wells Fargo Bank, National Association (“Wells Fargo”).  The Credit Agreement provides for a channel finance facility (“Channel Finance Facility”) and a revolving facility (“Revolving Facility” and, together with the Channel Finance Facility, “Combined Facility”) in a maximum combined aggregate amount of $40 million.  Borrowing under the Revolving Facility cannot exceed the lesser of (i) $40 million minus the amount outstanding under the Channel Finance Facility or (ii) a borrowing base consisting of 85% of certain eligible accounts and 100% of channel financed inventory, subject to CPC’s ability to impose reserves in the future.  The Channel Finance Facility will finance certain purchases of inventory by us from vendors approved by CPC and the Revolving Facility may be used for working capital purposes and permitted acquisitions.

The amounts outstanding under the Revolving Facility will bear interest at a per annum rate of 2.0% above Wells Fargo’s one-month LIBOR rate (approximately 0.16% at June 30, 2014).  Advances under the Channel Finance Facility will not bear interest so long as they are paid by the applicable payment due date and advances that remain outstanding after the applicable payment due date will bear interest at a per annum rate of LIBOR plus 4%.  We are obligated to pay quarterly to CPC an unused commitment fee equal to 0.50% per annum on the average daily unused amount of the Combined Facility, with usage including the sum of any advances under either the Channel Finance Facility or the Revolving Facility.  The Combined Facility and certain bank product obligations owed to Wells Fargo or its affiliates are secured by substantially all of our personal property. The Credit Agreement terminates on July 17, 2016 and we will be obligated to pay certain prepayment fees if the Credit Agreement is terminated prior to that date.

The Credit Agreement contains customary representations, warranties, covenants and events of default, including but not limited to, covenants restricting our ability to (i) grant liens on our assets, (ii) make certain fundamental changes, including merging or consolidating with another entity or making any material change in the nature of our business, (iii) make certain dividends or distributions, (iv) make certain loans or investments, (v) guarantee or become liable in any way on certain liabilities or obligations of any other person or entity, or (vi) incur certain indebtedness. The Prior Credit Agreement (as defined below) included similar restrictions.

The Credit Agreement contains certain covenants regarding our financial performance, including (i) a minimum tangible net worth of at least $20 million, (ii) a maximum funded debt to EBITDA of no more than 3.00 to 1.00, and (iii) a minimum quarterly net income of at least $250,000.

Of the $40 million maximum borrowing amount available under the combined Channel Finance Facility and Revolving Facility, we had outstanding advances of $17.0 million and $20.0 million on the Channel Finance Facility at June 30, 2014 and December 31, 2013, respectively, related to the purchase of inventory from a vendor. We believe that funds generated from our operations and available from our borrowing facilities will be sufficient to fund current business operations and anticipated growth.

OFF-BALANCE SHEET ARRANGMENTS

We do not have any special purpose entities or off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

There have been no material changes to our contractual obligations, outside the normal course of business, as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have identified our critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2013 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Policies and Estimates.”  There have been no significant changes in critical accounting policies for the three months ended June 30, 2014 as compared to those disclosed in the our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes since December 31, 2013 in our market risk.  For further information on market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2013.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).  Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (1992). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings.

We are involved in certain legal actions, all of which have arisen in the ordinary course of business.  Management believes that the ultimate resolution of such matters is unlikely to have a material adverse effect on our consolidated results of operation and/or financial condition.

Item 1A.  Risk Factors.

There have been no material changes from the risk factors we previously disclosed in “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.Defaults Upon Senior Securities.

None

Item 4.Mine Safety Disclosures.

Not applicable

Item 5.  Other Information.

None

Item 6.Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index immediately following the signatures to this report.

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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.

Dated: August 8, 2014	Datalink Corporation
	By:	/s/ Gregory T. Barnum
		Gregory T. Barnum, Vice President, Finance and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
3.1	Amended and Restated Articles of Incorporation of Datalink Corporation (Incorporated by reference to the exhibit of the same number in our Registration Statement on Form S-1, filed on June 3, 1998 (File No. 333-55935)).
3.2	Amended and Restated Bylaws of Datalink Corporation (Incorporated by reference to exhibit 3.2 in our Form 8-K filed on February 18, 2011 (File No. 000-29758)).
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).
32.1	Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification of Vice President, Finance and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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