Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 03, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | PCM, INC. | |
Entity Central Index Key | 937,941 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,589,442 | |
Trading Symbol | PCMI | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 9,133 | $ 11,176 |
Accounts receivable, net of allowances of $586 and $558 | 344,563 | 341,018 |
Inventories | 56,656 | 55,386 |
Prepaid expenses and other current assets | 11,391 | 17,880 |
Deferred income taxes | 4,421 | 4,425 |
Asset held for sale | 5,812 | 5,812 |
Total current assets | 431,976 | 435,697 |
Property and equipment, net | 55,576 | 56,774 |
Goodwill | 81,308 | 80,552 |
Intangible assets, net | 19,487 | 20,807 |
Deferred income taxes | 1,009 | 939 |
Other assets | 6,280 | 5,404 |
Total assets | 595,636 | 600,173 |
Current liabilities: | ||
Accounts payable | 233,133 | 201,524 |
Accrued expenses and other current liabilities | 55,741 | 51,580 |
Deferred revenue | 4,183 | 11,455 |
Line of credit | 133,851 | 162,439 |
Notes payable — current | 12,834 | 12,912 |
Note payable related to asset held for sale | 4,749 | 4,799 |
Current liabilities of discontinued operations | 153 | 153 |
Total current liabilities | 444,644 | 444,862 |
Notes payable | 20,340 | 21,454 |
Other long-term liabilities | 17,350 | 20,289 |
Deferred income taxes | 4,094 | 4,053 |
Total liabilities | $ 486,428 | $ 490,658 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 30,000,000 shares authorized; 16,065,847 and 16,007,613 shares issued; 11,765,679 and 11,914,946 shares outstanding | $ 16 | $ 16 |
Additional paid-in capital | 123,568 | 122,932 |
Treasury stock, at cost: 4,300,168 and 4,092,667 shares | (25,047) | (23,326) |
Accumulated other comprehensive loss | (143) | (765) |
Retained earnings | 10,814 | 10,658 |
Total stockholders’ equity | 109,208 | 109,515 |
Total liabilities and stockholders’ equity | $ 595,636 | $ 600,173 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 586 | $ 558 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 16,065,847 | 16,007,613 |
Common stock, shares outstanding | 11,765,679 | 11,914,946 |
Treasury stock, shares | 4,300,168 | 4,092,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Statement [Abstract] | |||
Net sales | $ 498,029 | $ 295,959 | |
Cost of goods sold | 427,722 | 256,854 | |
Gross profit | 70,307 | 39,105 | |
Selling, general and administrative expenses | 68,788 | 44,312 | |
Operating profit (loss) | 1,519 | (5,207) | |
Interest expense, net | 1,474 | 771 | |
Income (loss) from continuing operations before income taxes | 45 | (5,978) | |
Income tax benefit | (111) | (2,454) | |
Income (loss) from continuing operations | $ 156 | (3,524) | [1] |
Loss from discontinued operations, net of taxes | (31) | [1] | |
Net income (loss) | $ 156 | $ (3,555) | |
Basic EPS: | |||
Income (loss) from continuing operations | $ 0.01 | $ (0.29) | |
Loss from discontinued operations, net of taxes | 0 | ||
Net income (loss) | $ 0.01 | (0.29) | [1] |
Diluted EPS: | |||
Income (loss) from continuing operations | $ 0.01 | (0.29) | |
Loss from discontinued operations, net of taxes | 0 | ||
Net income (loss) | $ 0.01 | $ (0.29) | [1] |
Weighted average number of common shares outstanding: | |||
Basic | 11,871,000 | 12,230,000 | |
Diluted | 12,261,000 | 12,230,000 | |
[1] | All amounts reported herein have been recast to present all four of our retail stores and our OnSale and eCost businesses as discontinued operations. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 156 | $ (3,555) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 622 | (824) |
Total other comprehensive income (loss) | 622 | (824) |
Comprehensive income (loss) | $ 778 | $ (4,379) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 156 | $ (3,555) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,072 | 2,699 |
Provision for deferred income taxes | (69) | (1,031) |
Excess tax benefit related to stock option exercises | (14) | (6) |
Non-cash stock-based compensation | 511 | 421 |
Change in operating assets and liabilities: | ||
Accounts receivable | (3,545) | 11,619 |
Inventories | (1,270) | 7,755 |
Prepaid expenses and other current assets | 6,631 | 5,627 |
Other assets | (493) | (821) |
Accounts payable | 41,242 | (5,578) |
Accrued expenses and other current liabilities | 4,177 | (2,404) |
Deferred revenue | (7,272) | (6,197) |
Total adjustments | 43,970 | 12,084 |
Net cash provided by operating activities | 44,126 | $ 8,529 |
Cash Flows From Investing Activities | ||
Acquisition of Acrodex | (171) | |
Acquisition of assets of Systemax | (400) | |
Purchases of property and equipment | (785) | $ (13,930) |
Net cash used in investing activities | (1,356) | (13,930) |
Cash Flows From Financing Activities | ||
Net payments under line of credit | $ (28,588) | (3,555) |
Borrowing under note payable | 9,506 | |
Payments under notes payable | $ (1,242) | (1,006) |
Change in book overdraft | (9,723) | $ 706 |
Payments of earn-out liability | (2,887) | |
Payments of obligations under capital lease | (598) | $ (587) |
Proceeds from stock issued under stock option plans | 212 | 26 |
Payment for deferred financing costs | (403) | (174) |
Common shares repurchased and held in treasury | (1,721) | (720) |
Excess tax benefit related to stock option exercises | 14 | 6 |
Net cash provided by (used in) financing activities | (44,936) | 4,202 |
Effect of foreign currency on cash flow | 123 | (404) |
Net change in cash and cash equivalents | (2,043) | (1,603) |
Cash and cash equivalents at beginning of the period | 11,176 | 8,892 |
Cash and cash equivalents at end of the period | 9,133 | 7,289 |
Supplemental Cash Flow Information | ||
Interest paid | 1,253 | 788 |
Income taxes paid (refund), net | (558) | 194 |
Supplemental Non-Cash Investing Activities | ||
Financed purchases of property and equipment | $ 582 | $ 453 |
Basis of Presentation and Descr
Basis of Presentation and Description of Company | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Description of Company | 1. Basis of Presentation and Description of Company PCM, Inc. is a leading multi-vendor provider of technology products, services and solutions offered through our dedicated sales force, field and internal service teams, direct marketing channels and state of the art owned and operated data centers. Since our founding in 1987, we have served our customers by offering products and services from vendors such as Adobe, Apple, Cisco, Dell, Hewlett Packard Enterprise, HP Inc., Lenovo, Microsoft, Oracle, Samsung, Symantec and VMware. We add additional value by incorporating products and services into comprehensive solutions. Our sales and marketing efforts allow our vendor partners to reach multiple customer segments including small, medium and enterprise businesses, state, local and federal governments and educational institutions. We have prepared the unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and in conformity with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make estimates and assumptions that affect amounts reported herein. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, our actual results reported in future periods may be affected by changes in those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations for interim financial reporting. In the opinion of management, all adjustments, consisting only of normal recurring items which are necessary for a fair presentation, have been included. The results for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC. In February 2016, we transitioned out nearly the entire management overhead of our MacMall business, thinned out its cost structure and brought it under the management and supervision of our Commercial segment. Also, in connection with our acquisitions of Acrodex and certain assets of Systemaxs North American Technology Group in the fourth quarter of 2015 and our resulting entrance into selling products, services and solutions in the Canadian market, we formed a new operating segment called Canada. This segment includes our operations related to these Canadian market activities, beginning as of the respective dates of these acquisitions. As a result, beginning in 2016, we have the following three operating segments: Commercial, Public Sector and Canada. We discontinued the operation of all four of our retail stores, located in Huntington Beach, Santa Monica and Torrance, California and Chicago, Illinois, and our OnSale and eCost businesses in 2014. We reflected the results of these operations, which were historically reported as a part of our MacMall segment, as discontinued operations for all periods presented herein in our Consolidated Balance Sheets and Consolidated Statements of Operations. We sell primarily to customers in the United States and Canada, and maintain offices in the United States and Canada, as well as in Manila, Philippines. In the three months ended March 31, 2016, we generated approximately 77% of our revenue in our Commercial segment, 15% of our revenue in our Public Sector segment and 8% of our revenue in our Canada segment. Our Commercial segment sells complex products, services and solutions to commercial businesses in the United States, using multiple sales channels, including a field relationship-based selling model, an outbound phone based sales force, a field services organization and online extranets. Our Public Sector segment consists of sales made primarily to federal, state and local governments, as well as educational institutions. The Public Sector segment utilizes an outbound phone and field relationship-based selling model, as well as contract and bid business development teams and an online extranet. Our Canada segment consists of sales made to customers in the Canadian market beginning as of the respective dates of our acquisition of Acrodex and certain assets of Systemax in October and December 2015, respectively. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Standards | 2. New Accounting Standards In March, 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718) - Improvements to Employee Share-Based Accounting, which simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory state tax withholding requirements, as wells as classification in statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the effects that the adoption of ASU 2016-09 will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal-versus-agent implementation guidance and illustration in the Boards revenue standard (ASC 606). In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing, including updates which are intended to reduce the cost and complexity of applying guidance on identifying promised goods and services under ASC 606. ASU 2016-08 has the same effective date as the new revenue standard, as amended by a one-year deferral and early adoption provision in ASU 2015-14. See discussion of ASU 2015-14 below. We are required to adopt ASU 2016-08 using the same transition method as elected for ASU 2015-14. We are currently evaluating the effects that the adoption of these ASUs will have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. ASU 2016-02 requires a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and provides certain practical expedients that companies may elect. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effects that the adoption of ASU 2016-02 will have on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation, which amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We adopted ASU 2015-02 effective January 1, 2016 and it did not have an effect on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items, with the objective of simplifying income statement presentation requirements by eliminating the concept of extraordinary items from GAAP, but retaining current presentation and disclosure requirements for an event or transaction that is of an unusual nature or of a type that indicates infrequency of occurrence. ASU 2015-01 is effective prospectively for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. We adopted ASU 2015-01 effective January 1, 2016 and it did not have an effect on our consolidated financial statements. There have been no other material changes or additions to the recently issued accounting standards as previously reported in Note 2 to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015 that affect or may affect our financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Systemax On December 1, 2015, we completed the acquisition of certain Business to Business (B2B) assets of Systemaxs North American Technology Group (NATG) for $14 million in cash. As of March 31, 2016, there has been no change from December 31, 2015 on the preliminary accounting for the Systemax asset acquisition and the related purchase price allocation. We continue to obtain information relative to the fair values of certain assets acquired and certain liabilities assumed in the transaction. We expect to finalize the final fair value determination and purchase price allocation for the Systemax asset acquisition as soon as practicable but within a year of the closing of the acquisition. In January 2016, we exercised an option in our purchase agreement and paid $0.4 million related to our purchase of additional customer list information, which was recorded as an increase to goodwill associated with the Systemax assets acquisition. Acrodex On October 26, 2015, PCM Sales Canada, Inc., a wholly-owned subsidiary of PCM, Inc., completed the acquisition of all the outstanding common stock of Acrodex, Inc. (Acrodex) for a total purchase price of approximately C$16.7 million (or $13.6 million, net of cash acquired). In March 2016, we paid an additional $0.2 million related to adjustments to the net asset value as defined in the agreement, which was recorded as an increase to goodwill resulting from the Acrodex acquisition. As of March 31, 2016, there has been no other change from December 31, 2015 on the preliminary accounting for the Acrodex acquisition and the related purchase price allocation. We continue to obtain information relative to the fair values of certain assets acquired and certain liabilities assumed in the transaction. We expect to finalize the final fair value determination and purchase price allocation for the Acrodex acquisition as soon as practicable but within a year of the closing of the acquisition. En Pointe As part of our acquisition of certain assets of En Pointe in April 2015, we agreed to pay certain contingent earn-out consideration, including 22.5% of the future adjusted gross profit of the business and 10% of certain service revenues over the three years following the closing of the acquisition. As of March 31, 2016 and December 31, 2015, we have estimated that the fair value of contingent consideration to be paid throughout the earn-out period ending March 31, 2018 to be approximately $38.6 million, reflecting no change to the fair value of this contingent consideration during the three months ended March 31, 2016. During the three months ended March 31, 2016, we made $2.9 million of the earn-out payments to the sellers of En Pointe. As of March 31, 2016, we had $13.4 million of accrued earn-out liability included in each of Accrued expenses and other current liabilities and Other long-term liabilities, respectively, on our Condensed Consolidated Balance Sheets. As of December 31, 2015, we had $13.2 million and $16.5 million of accrued earn-out liability included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, on our Condensed Consolidated Balance Sheets. The following table sets forth our results of operations on a pro forma basis as though the En Pointe acquisition had been completed as of the beginning of the period presented (in thousands, except per share amounts): Three Months Ended March 31, 2015 Net sales $ 413,986 Operating loss (4,256 ) Loss from continuing operations (3,010 ) Net loss (3,041 ) Basic and Diluted Loss Per Common Share Basic $ (0.25 ) Diluted (0.25 ) Weighted average number of common shares outstanding: Basic 12,230 Diluted 12,230 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment In September 2015, we listed our real property located in Irvine, California (the Irvine Property) for sale. Under a broker agreement, the Irvine Property was available for immediate sale in its present condition. As of March 31, 2016, we classified $5.8 million related to the Irvine Property, stated at lower of cost or fair value, as Property held for sale and $4.7 million related to the mortgage on the Irvine Property as Note payable related to asset held for sale on our Condensed Consolidated Balance Sheet. See Note 13 below for more information regarding the sale of this Irvine Property. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The change in the carrying amounts of indefinite-lived goodwill was as follows (in thousands) by segment: Commercial Public Sector Canada Total Balance at December 31, 2015 $ 69,335 $ 8,322 $ 2,895 $ 80,552 Goodwill related to Acrodex acquisition 171 171 Goodwill related to Systemax asset acquisition 400 400 Foreign currency translation 185 185 Balance at March 31, 2016 $ 69,735 $ 8,322 $ 3,251 $ 81,308 Intangible Assets The following table sets forth the amounts recorded for intangible assets (in thousands): Weighted Average Estimated At March 31, 2016 At December 31, 2015 Useful Lives (years) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Patent, trademarks, trade names & URLs 4 $ 7,710 (1) $ 959 $ 6,751 $ 7,675 (1) $ 585 $ 7,090 Customer relationships 16 13,448 2,565 10,883 13,299 1,587 11,712 Non-compete agreements 4 2,369 516 1,853 2,354 349 2,005 Total intangible assets $ 23,527 $ 4,040 $ 19,487 $ 23,328 $ 2,521 $ 20,807 (1) Includes $2.9 million of trademarks with indefinite useful lives that are not amortized. Amortization expense for intangible assets was approximately $1.5 million and $0.1 million for the three months ended March 31, 2016 and 2015. Estimated amortization expense for intangible assets in each of the next five years and thereafter is as follows: $4.3 million in the remainder of 2016, $4.1 million in 2017, $3.0 million in 2018, $1.8 million in 2019 and $3.3 million thereafter. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 6. Discontinued Operations During 2014, we discontinued the operation of all four of our retail stores, located in Huntington Beach, Santa Monica and Torrance, California and Chicago, Illinois, and our OnSale and eCost businesses. We reflected the results of these operations, which were historically reported as a part of our MacMall segment, as discontinued operations for all periods presented herein. The revenues, operating and non-operating results of the discontinued operations are reflected in a single line item entitled Loss from discontinued operations, net of taxes on our Condensed Consolidated Statements of Operations, and the related liabilities are presented in our Condensed Consolidated Balance Sheets in a line item entitled Current liabilities of discontinued operations for all periods presented herein. The carrying amounts of major classes of liabilities that have been included in such balance sheet line item, as described above, in our Condensed Consolidated Balance Sheets were as follows (in thousands): March 31, 2016 December 31, 2015 Accounts payable $ 117 $ 117 Accrued expenses and other current liabilities 36 36 Deferred revenue Current liabilities of discontinued operations $ 153 $ 153 The operating results of our discontinued operations reported in Loss from discontinued operations, net of taxes in our Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended March 31, 2016 2015 Net sales $ $ (6 ) Loss before income taxes $ $ (31 ) Income tax benefit Loss from discontinued operations, net of taxes $ $ (31 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The following table sets forth our outstanding debt as of the periods presented (in thousands): March 31, 2016 December 31, 2015 Revolving credit facility, LIBOR plus 1.50%, maturing in March 2019 $ 133,851 (1) $ 162,439 (1) Note payable, LIBOR plus 1.50%, maturing in March 2019 9,460 9,848 Note payable, LIBOR plus 1.50%, maturing in March 2019 1,588 1,653 Note payable, greater of 2% or LIBOR plus 2.15%, maturing in April 2022 4,749 (2) 4,799 (2) Note payable, LIBOR plus 2.25%, maturing in January 2022 4,308 4,365 Notes payable, 4.12%, 4.33% and 4.60%, maturing in March 2017 2,066 2,569 Note payable, LIBOR plus 2.25%, maturing in January 2020 7,339 7,416 Note payable, Prime plus 0.375% or LIBOR plus 2.375%, maturing in September 2016 8,414 8,515 Total 171,775 201,604 Less: Total current debt 151,434 180,150 Total non-current debt $ 20,341 $ 21,454 (1) The outstanding balance on our revolving credit facility, which matures in March 2019, has been included as part of current debt to match the presentation on our Condensed Consolidated Balance Sheet. (2) This note payable, related to the Irvine Property, has been presented on our Condensed Consolidated Balance Sheet as Note payable related to asset held for sale and is included as current debt. See Note 4 above for more information regarding the Irvine Property. The following table sets forth the maturities of our outstanding debt balance as of March 31, 2016 (in thousands): Remainder of 2016 2017 2018 2019 2020 Thereafter Total Total long-term debt obligations $ 16,470 $ 2,879 $ 2,354 $ 8,534 $ 1,968 $ 5,719 $ 37,924 Revolving credit facility 133,851 133,851 Total $ 16,470 $ 136,730 $ 2,354 $ 8,534 $ 1,968 $ 5,719 $ 171,775 Line of Credit and Related Notes We maintain a credit facility, which functions as a working capital line of credit with a borrowing base of inventory and accounts receivable, including certain credit card receivables, and a portion of the value of certain real estate. On January 19, 2016, we entered into a Fourth Amended and Restated Loan and Security Agreement (the Fourth Amended Loan Agreement) with certain lenders and Wells Fargo Capital Finance, LLC as administrative and collateral agent. The Fourth Amended Loan Agreement provides for, among other things: (i) an increase in the Maximum Credit, as defined in the Fourth Amended Loan Agreement, from $250,000,000 to $275,000,000; (ii) the addition of a sub-line of up to C$40,000,000 as the Canadian Maximum Credit ((i) and (ii) collectively the Revolving Line); (iii) an extension of the Maturity Date to March 19, 2019; (iv) interest on outstanding balance under the Canadian Maximum Credit based on the Canadian Base Rate (calculated as the greater of CDOR plus 1 percentage point and the prime rate for Canadian Dollar commercial loans, as further defined in the Fourth Amended Loan Agreement) or at the election of the Borrowers, based on the CDOR Rate, plus a margin, depending on average excess availability under the Revolving Line, ranging from 1.50% to 1.75%; (v) interest on outstanding balance under the Maximum Credit based on the Eurodollar Rate plus a margin, depending on average excess availability under the revolving line, ranging from 1.50% to 1.75%. The credit facility also includes a monthly unused line fee of 0.25% per year on the amount, if any, by which the Maximum Credit, then in effect, exceeds the average daily principal balance of outstanding borrowings during the immediately preceding month. The credit facility is collateralized by substantially all of our assets. In addition to the security interest required by the credit facility, certain of our vendors have security interests in some of our assets related to their products. The credit facility has as its single financial covenant a minimum fixed charge coverage ratio (FCCR) requirement in the event an FCCR triggering event has occurred. An FCCR triggering event is comprised of maintaining certain specified daily and average excess availability thresholds. In the event the FCCR covenant applies, the fixed charge coverage ratio is 1.0 to 1.0 calculated on a trailing four-quarter basis as of the end of the last quarter immediately preceding such FCCR triggering event date. At March 31, 2016, we were in compliance with our financial covenant under the credit facility. Loan availability under the line of credit fluctuates daily and is affected by many factors, including eligible assets on-hand, opportunistic purchases of inventory and availability and our utilization of early-pay discounts. At March 31, 2016, we had $95.2 million available to borrow for working capital advances under the line of credit. In connection with, and as part of, our revolving credit facility, we maintain two sub-lines under our revolving credit facility secured by the two parcels of real property we own in Santa Monica, California, each with a limit of $9.8 million and $1.7 million, as provided by the Fourth Amended Loan Agreement. The $10.9 million sub-line has a monthly principal amortization of $129,583 and the $1.7 million sub-line has a monthly principal amortization of $21,750, both bearing interest at the same rate as our revolving credit facility. Other Notes Payable In March 2015, we completed the purchase of real property in Irvine, California for approximately $5.8 million and financed $4.9 million with a long-term note. The loan agreement provides for a seven year term and a 25 year straight-line, monthly principal repayment amortization period that began on May 1, 2015 with a balloon payment at maturity in April 2022. The loan is secured by the real property and contains financial covenants substantially similar to those of our existing asset-based credit facility. In September 2015, we listed the Irvine Property for sale. See Note 4 above for more information. In January 2015, we completed the purchase of certain real property in Lewis Center, Ohio for approximately $6.6 million and financed $4.575 million with a long-term note. The $4.575 million term note provides for a seven year term and a 25 year straight-line, monthly principal repayment amortization period that began in February 2015 with a balloon payment at maturity in January 2022. The loan is secured by the real property and contains financial covenants substantially similar to those of our existing asset-based credit facility. Throughout 2014, we entered into three financing arrangements with a bank to finance the costs of equipment, software and professional services related to our ERP upgrade. The total amount financed was $5.6 million, with a quarterly repayment schedule maturing in March 2017. In December 2012, we completed the purchase of 7.9 acres of land for approximately $1.1 million and have incurred additional costs of $12.2 million through December 31, 2014 towards the construction of a new cloud data center that we opened in June 2014. In July 2013, we entered into a loan agreement for up to $7.725 million to finance the build out of the new data center. The loan agreement provides for a five year term and a 25 year straight-line, monthly principal repayment amortization period with a balloon payment at maturity in January 2020. The loan is secured by the real property and contains financial covenants substantially similar to those of our existing asset-based credit facility. In June 2011, we entered into a credit agreement to finance a total of $10.1 million of the acquisition and improvement costs for the real property we purchased in March 2011 in El Segundo, California. The credit agreement provides for a five year term and a 25 year straight-line, monthly principal repayment amortization period with a balloon payment at maturity in September 2016. The loan is secured by the real property and contains financial covenants substantially similar to those of our existing asset-based credit facility. At March 31, 2016, the effective weighted average annual interest rate on our outstanding amounts under the credit facility, term note and variable interest rate notes payable was 2.08%. The carrying amounts of our line of credit borrowings and notes payable approximate their fair value based upon the current rates offered to us for obligations of similar terms and remaining maturities. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes We determine our interim income tax provision by applying our effective income tax rate expected to be applicable for the full fiscal year to pre-tax income (loss) for the interim periods. Accounting for Uncertainty in Income Taxes At March 31, 2016 and December 31, 2015, we had unrecognized tax benefits of $0.5 million and $0.4 million, respectively, related to research credits. For the three months ended March 31, 2016 and 2015, we did not recognize any interest or penalties for uncertain tax positions, nor were there any interest or penalties accrued at March 31, 2016 and March 31, 2015. We do not anticipate any significant increases or decreases in our unrecognized tax benefits within the next twelve months. We are subject to U.S. and foreign income tax examinations for years subsequent to 2011, and state income tax examinations for years following 2010. However, to the extent allowable by law, the tax authorities may have a right to examine prior periods when net operating losses or tax credits were generated and carried forward for subsequent utilization, and make adjustments up to the amount of the net operating losses or credit carryforwards. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders Equity We have a board approved discretionary stock repurchase program under which shares may be repurchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending on market conditions. In April 2015, our Board of Directors approved a $10 million increase to our discretionary stock repurchase program, which was originally adopted in October 2008 with an initial authorized maximum of $10 million and amended in September 2012 to add an additional $10 million. Under the program, the shares may be repurchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending on market conditions. We expect that the repurchase of our common stock under the program will be financed with existing working capital and amounts available under our existing credit facility. The repurchased shares are held as treasury stock. No limit was placed on the duration of the repurchase program. There is no guarantee as to the exact number of shares that we will repurchase. Subject to applicable securities laws, repurchases may be made at such times and in such amounts as our management deems appropriate. The program can also be discontinued at any time management feels additional purchases are not warranted. We repurchased a total of 216,136 shares of our common stock under this program during the three months ended March 31, 2016 for a total cost of approximately $1.8 million. From the inception of the program in October 2008 through March 31, 2016, we have repurchased an aggregate of 3,892,125 shares of our common stock for a total cost of $24.2 million. At March 31, 2016, we had $5.8 million available in stock repurchases under the program, subject to any limitations that may apply from time to time under our existing credit facility. We have never paid cash dividends on our capital stock and our credit facility prohibits us from paying any cash dividends on our capital stock. Therefore, we do not currently anticipate paying dividends; we intend to retain any earnings to finance the growth and development of our business. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Basic and Diluted Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Share | 10. Earnings (Loss) Per Share Basic earnings (loss) per share (EPS) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reported periods. Diluted EPS reflects the potential dilution that could occur under the treasury stock method if stock options and other commitments to issue common stock were exercised, except in loss periods where the effect would be antidilutive. For the three months ended March 31, 2016, approximately 919,000 common shares have been excluded from the calculation of diluted EPS because the effect of their inclusion would have been antidilutive. For the three months ended March 31, 2015, since we reported a loss from continuing operations, all potential shares totaling approximately 585,000 were excluded from the computation of diluted EPS as their inclusion would have been antidilutive. For the three months ended March 31, 2015, had we reported income from continuing operations, approximately 475,000 common shares would have been excluded from the calculation of diluted EPS because the effect of their inclusion would have been antidilutive. The reconciliation of the amounts used in the basic and diluted EPS computation was as follows (in thousands, except per share amounts): Amount ($) Shares Per Share Amounts ($) Three Months Ended March 31, 2016: Basic EPS Income from continuing operations $ 156 11,871 $ 0.01 Effect of dilutive securities Dilutive effect of stock options 390 Diluted EPS Adjusted income from continuing operations $ 156 12,261 $ 0.01 Three Months Ended March 31, 2015: Basic EPS Loss from continuing operations $ (3,524 ) 12,230 $ (0.29 ) Effect of dilutive securities Dilutive effect of stock options Diluted EPS Adjusted loss from continuing operations $ (3,524 ) 12,230 $ (0.29 ) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information In February 2016, we transitioned out nearly the entire management overhead of our MacMall business, thinned out its cost structure and brought it under the management and supervision of our Commercial segment. Also, in connection with our acquisitions of Acrodex and certain assets of Systemaxs North American Technology Group in the fourth quarter of 2015 and our resulting entrance into selling products, services and solutions in the Canadian market, we formed a new operating segment called Canada. This segment includes our operations related to these Canadian market activities, beginning as of the respective dates of these acquisitions. The transition described above and our acquisitions in 2015 resulted in changes to the internal reporting package reviewed by the Chief Operating Decision Maker (CODM), and beginning in 2016, we have the following three operating segments: Commercial, Public Sector and Canada. All prior periods have been retrospectively restated to conform to the current presentation. Summarized segment information for our continuing operations for the periods presented is as follows (in thousands): Commercial Public Sector Canada Corporate & Other Consolidated Three Months Ended March 31, 2016 Net sales $ 384,405 $ 72,463 $ 41,162 $ (1 ) $ 498,029 Gross profit 58,093 6,015 6,202 (3 ) 70,307 Depreciation and amortization expense(1) 1,634 290 338 1,810 4,072 Operating profit (loss) 16,228 1,447 1,679 (17,835 ) 1,519 Three Months Ended March 31, 2015 Net sales $ 259,368 $ 36,601 $ $ (10 ) $ 295,959 Gross profit 35,764 3,342 (1 ) 39,105 Depreciation and amortization expense(1) 664 7 2,028 2,699 Operating profit (loss) 7,749 675 (13,631 ) (5,207 ) (1) Primary fixed assets relating to network and servers are managed by the Corporate headquarters. As such, depreciation expense relating to such assets is included as part of Corporate & Other. As of March 31, 2016 and December 31, 2015, we had total consolidated assets of $595.6 million and $600.2 million, respectively. Our management does not have available to them and does not use total assets measured at the segment level in allocating resources. Therefore, such information relating to segment assets is not provided herein. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Total rent expense under our operating leases, net of sublease income, was $1.5 million and $1.0 million in the three month periods ended March 31, 2016 and 2015, respectively. Some of our leases contain renewal options and escalation clauses, and require us to pay taxes, insurance and maintenance costs. Legal Proceedings We are not currently a party to any material legal proceedings, other than ordinary routine litigation incidental to the business. From time to time, we receive claims of and become subject to consumer protection, employment, intellectual property and other litigation related to the conduct of our business. Any such litigation could be costly and time consuming and could divert our management and key personnel from our business operations. In connection with any such litigation, we may be subject to significant damages or equitable remedies relating to the operation of our business. Any such litigation may materially harm our business, results of operations and financial condition. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | 13. Subsequent Event On April 27, 2016, PCM, Inc. (the Seller) entered into an agreement with Spigen, Inc. (the Buyer) to sell certain real property in Irvine, California (the Irvine Property) for approximately $13.2 million. The Irvine Property includes approximately 60,000 square feet of office and warehouse space and land. The Buyer and Seller agreed to a 60 day escrow period, with the Buyer making a deposit of $290,000 into escrow. Buyer is entitled to a 30 day financing contingency period during which if Buyer fails to obtain satisfactory financing and upon notice to Seller, the deposit is refundable to Buyer. Certain of our subsidiaries occupy the building, and will continue to use the office and warehouse space under a 60 day sale-leaseback arrangement upon the close of escrow for $30,000 per month. We purchased the Irvine Property in March 2015 for approximately $5.8 million and financed $4.9 million with a long-term note. Upon closing of the sale of the Irvine Property, which we anticipate to be in mid-2016, we expect to realize a pre-tax gain of approximately $7.4 million. We expect to pay-off the outstanding balance on the note of approximately $4.7 million at closing of escrow. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Operations on Pro Forma Basis | The following table sets forth our results of operations on a pro forma basis as though the En Pointe acquisition had been completed as of the beginning of the period presented (in thousands, except per share amounts): Three Months Ended March 31, 2015 Net sales $ 413,986 Operating loss (4,256 ) Loss from continuing operations (3,010 ) Net loss (3,041 ) Basic and Diluted Loss Per Common Share Basic $ (0.25 ) Diluted (0.25 ) Weighted average number of common shares outstanding: Basic 12,230 Diluted 12,230 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amounts of Indefinite-Lived Goodwill | The change in the carrying amounts of indefinite-lived goodwill was as follows (in thousands) by segment: Commercial Public Sector Canada Total Balance at December 31, 2015 $ 69,335 $ 8,322 $ 2,895 $ 80,552 Goodwill related to Acrodex acquisition 171 171 Goodwill related to Systemax asset acquisition 400 400 Foreign currency translation 185 185 Balance at March 31, 2016 $ 69,735 $ 8,322 $ 3,251 $ 81,308 |
Schedule of Amounts Recorded for Intangible Assets | The following table sets forth the amounts recorded for intangible assets (in thousands): Weighted Average Estimated At March 31, 2016 At December 31, 2015 Useful Lives (years) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Patent, trademarks, trade names & URLs 4 $ 7,710 (1) $ 959 $ 6,751 $ 7,675 (1) $ 585 $ 7,090 Customer relationships 16 13,448 2,565 10,883 13,299 1,587 11,712 Non-compete agreements 4 2,369 516 1,853 2,354 349 2,005 Total intangible assets $ 23,527 $ 4,040 $ 19,487 $ 23,328 $ 2,521 $ 20,807 (1) Includes $2.9 million of trademarks with indefinite useful lives that are not amortized. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Carrying Amounts of Major Classes of Assets and Liabilities | The carrying amounts of major classes of liabilities that have been included in such balance sheet line item, as described above, in our Condensed Consolidated Balance Sheets were as follows (in thousands): March 31, 2016 December 31, 2015 Accounts payable $ 117 $ 117 Accrued expenses and other current liabilities 36 36 Deferred revenue Current liabilities of discontinued operations $ 153 $ 153 |
Schedule of Operating Results of Discontinued Operations | The operating results of our discontinued operations reported in Loss from discontinued operations, net of taxes in our Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended March 31, 2016 2015 Net sales $ $ (6 ) Loss before income taxes $ $ (31 ) Income tax benefit Loss from discontinued operations, net of taxes $ $ (31 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table sets forth our outstanding debt as of the periods presented (in thousands): March 31, 2016 December 31, 2015 Revolving credit facility, LIBOR plus 1.50%, maturing in March 2019 $ 133,851 (1) $ 162,439 (1) Note payable, LIBOR plus 1.50%, maturing in March 2019 9,460 9,848 Note payable, LIBOR plus 1.50%, maturing in March 2019 1,588 1,653 Note payable, greater of 2% or LIBOR plus 2.15%, maturing in April 2022 4,749 (2) 4,799 (2) Note payable, LIBOR plus 2.25%, maturing in January 2022 4,308 4,365 Notes payable, 4.12%, 4.33% and 4.60%, maturing in March 2017 2,066 2,569 Note payable, LIBOR plus 2.25%, maturing in January 2020 7,339 7,416 Note payable, Prime plus 0.375% or LIBOR plus 2.375%, maturing in September 2016 8,414 8,515 Total 171,775 201,604 Less: Total current debt 151,434 180,150 Total non-current debt $ 20,341 $ 21,454 (1) The outstanding balance on our revolving credit facility, which matures in March 2019, has been included as part of current debt to match the presentation on our Condensed Consolidated Balance Sheet. (2) This note payable, related to the Irvine Property, has been presented on our Condensed Consolidated Balance Sheet as Note payable related to asset held for sale and is included as current debt. See Note 4 above for more information regarding the Irvine Property. |
Schedule of Maturities of Outstanding Debt | The following table sets forth the maturities of our outstanding debt balance as of March 31, 2016 (in thousands): Remainder of 2016 2017 2018 2019 2020 Thereafter Total Total long-term debt obligations $ 16,470 $ 2,879 $ 2,354 $ 8,534 $ 1,968 $ 5,719 $ 37,924 Revolving credit facility 133,851 133,851 Total $ 16,470 $ 136,730 $ 2,354 $ 8,534 $ 1,968 $ 5,719 $ 171,775 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Basic and Diluted Earnings (Loss) Per Common Share | |
Schedule of Reconciliation of Amounts Used in Basic and Diluted EPS Computation | The reconciliation of the amounts used in the basic and diluted EPS computation was as follows (in thousands, except per share amounts): Amount ($) Shares Per Share Amounts ($) Three Months Ended March 31, 2016: Basic EPS Income from continuing operations $ 156 11,871 $ 0.01 Effect of dilutive securities Dilutive effect of stock options 390 Diluted EPS Adjusted income from continuing operations $ 156 12,261 $ 0.01 Three Months Ended March 31, 2015: Basic EPS Loss from continuing operations $ (3,524 ) 12,230 $ (0.29 ) Effect of dilutive securities Dilutive effect of stock options Diluted EPS Adjusted loss from continuing operations $ (3,524 ) 12,230 $ (0.29 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information for Entity's Continuing Operations | Summarized segment information for our continuing operations for the periods presented is as follows (in thousands): Commercial Public Sector Canada Corporate & Other Consolidated Three Months Ended March 31, 2016 Net sales $ 384,405 $ 72,463 $ 41,162 $ (1 ) $ 498,029 Gross profit 58,093 6,015 6,202 (3 ) 70,307 Depreciation and amortization expense(1) 1,634 290 338 1,810 4,072 Operating profit (loss) 16,228 1,447 1,679 (17,835 ) 1,519 Three Months Ended March 31, 2015 Net sales $ 259,368 $ 36,601 $ $ (10 ) $ 295,959 Gross profit 35,764 3,342 (1 ) 39,105 Depreciation and amortization expense(1) 664 7 2,028 2,699 Operating profit (loss) 7,749 675 (13,631 ) (5,207 ) (1) Primary fixed assets relating to network and servers are managed by the Corporate headquarters. As such, depreciation expense relating to such assets is included as part of Corporate & Other. |
Basis of Presentation and Des26
Basis of Presentation and Description of Company (Details Narrative) | 3 Months Ended |
Mar. 31, 2016RetailStoresOperatingSegment | |
Segment Reporting Information [Line Items] | |
Number of reportable operating segments | OperatingSegment | 3 |
Number of retail stores | 4 |
MacMall Segment (Discontinued) [Member] | |
Segment Reporting Information [Line Items] | |
Number of retail stores | 4 |
Commercial Segment [Member] | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 77.00% |
Public Sector Segment [Member] | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 15.00% |
Canada Segment [Member] | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 8.00% |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) CAD in Thousands, $ in Thousands | Dec. 01, 2015USD ($) | Oct. 26, 2015USD ($) | Oct. 26, 2015CAD | Apr. 02, 2015 | Jan. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Initial purchase price | $ 171 | |||||||
Operating profit | 1,519 | $ (5,207) | ||||||
Payments of earn-out liability | 2,887 | |||||||
Accrued earn-out liability included in other long-term liabilities | 17,350 | $ 20,289 | ||||||
March 31, 2018 [Member] | ||||||||
Contingent consideration to be paid throughout the earn out period | 38,600 | |||||||
Systemax's North American Technology Group [Member] | ||||||||
Initial purchase price | $ 14,000 | |||||||
Option exercised | $ 400 | |||||||
Acrodex, Inc. [Member] | ||||||||
Initial purchase price | $ 13,600 | |||||||
Operating profit | $ 200 | |||||||
Acrodex, Inc. [Member] | Canadian Dollar [Member] | ||||||||
Initial purchase price | CAD | CAD 16,700 | |||||||
En Pointe Technologies Sales Inc [Member] | ||||||||
Percentage of future adjusted gross profit | 22.50% | |||||||
Percentage of future service revenue | 10.00% | |||||||
Payments of earn-out liability | 2,900 | |||||||
Accrued earn-out liability included in accrued expenses and other current liabilities | 13,200 | |||||||
Accrued earn-out liability included in other long-term liabilities | $ 16,500 | |||||||
Systemax [Member] | ||||||||
Accrued earn-out liability included in accrued expenses and other current liabilities | $ 13,400 |
Acquisitions - Schedule of Oper
Acquisitions - Schedule of Operations on Pro Forma Basis (Details) - En Pointe Technologies Sales Inc [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Net sales | $ 413,986 |
Operating loss | (4,256) |
Loss from continuing operations | (3,010) |
Net loss | $ (3,041) |
Basic and Diluted Loss Per Common Share Basic | $ / shares | $ (0.25) |
Basic and Diluted Loss Per Common Share Diluted | $ / shares | $ (0.25) |
Weighted average number of common shares outstanding: Basic | shares | 12,230 |
Weighted average number of common shares outstanding: Diluted | shares | 12,230 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Assets held for sale | $ 5,812 | $ 5,812 |
Liability held for sale | $ 4,749 | $ 4,799 |
Goodwill and Intangible Asset30
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses for intangible assets | $ 1,500 | $ 100 |
Estimated amortization expenses for intangible assets, remainder of 2016 | 4,300 | |
Estimated amortization expenses for intangible assets 2017 | 4,100 | |
Estimated amortization expenses for intangible assets 2018 | 3,000 | |
Estimated amortization expenses for intangible assets 2019 | 1,800 | |
Estimated amortization expenses for intangible assets thereafter | $ 3,300 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets - Schedule of Carrying Amounts of Indefinite-Lived Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Balance beginning period | $ 80,552 |
Foreign currency translation | 185 |
Balance ending period | 81,308 |
Commercial [Member] | |
Balance beginning period | $ 69,335 |
Foreign currency translation | |
Balance ending period | $ 69,735 |
Public Sector [Member] | |
Balance beginning period | $ 8,322 |
Foreign currency translation | |
Balance ending period | $ 8,322 |
Canada [Member] | |
Balance beginning period | 2,895 |
Foreign currency translation | 185 |
Balance ending period | 3,251 |
Acrodex, Inc. [Member] | |
Goodwill acquisition | $ 171 |
Acrodex, Inc. [Member] | Commercial [Member] | |
Goodwill acquisition | |
Acrodex, Inc. [Member] | Public Sector [Member] | |
Goodwill acquisition | |
Acrodex, Inc. [Member] | Canada [Member] | |
Goodwill acquisition | $ 171 |
Systemax [Member] | |
Goodwill acquisition | 400 |
Systemax [Member] | Commercial [Member] | |
Goodwill acquisition | $ 400 |
Systemax [Member] | Public Sector [Member] | |
Goodwill acquisition | |
Systemax [Member] | Canada [Member] | |
Goodwill acquisition |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets - Schedule of Amounts Recorded for Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | ||
Gross Amount | $ 23,527 | $ 23,328 | |
Accumulated Amortization | 4,040 | 2,521 | |
Net Amount | $ 19,487 | 20,807 | |
Patent Trademarks Tradenames And URLs [Member] | |||
Weighted Average Estimated Useful Lives (Years) | 4 years | ||
Gross Amount | [1] | $ 7,710 | 7,675 |
Accumulated Amortization | 959 | 585 | |
Net Amount | $ 6,751 | 7,090 | |
Customer Relationships [Member] | |||
Weighted Average Estimated Useful Lives (Years) | 16 years | ||
Gross Amount | $ 13,448 | 13,299 | |
Accumulated Amortization | 2,565 | 1,587 | |
Net Amount | $ 10,883 | 11,712 | |
Non-Compete Agreements [Member] | |||
Weighted Average Estimated Useful Lives (Years) | 4 years | ||
Gross Amount | $ 2,369 | 2,354 | |
Accumulated Amortization | 516 | 349 | |
Net Amount | $ 1,853 | $ 2,005 | |
[1] | Includes $2.9 million of trademarks with indefinite useful lives that are not amortized. |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets - Schedule of Amounts Recorded for Intangible Assets (Details) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Trademarks [Member] | ||
Patents, trademarks and URLs of gross amount | $ 2,900 | $ 2,900 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | Mar. 31, 2016RetailStores |
Discontinued Operations and Disposal Groups [Abstract] | |
Number of retail stores | 4 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Carrying Amounts of Major Classes of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current liabilities of discontinued operations | $ 153 | $ 153 |
Discontinued Operations [Member] | ||
Accounts payable | 117 | 117 |
Accrued expenses and other current liabilities | $ 36 | $ 36 |
Deferred revenue | ||
Current liabilities of discontinued operations | $ 153 | $ 153 |
Discontinued Operations - Sch36
Discontinued Operations - Schedule of Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Loss from discontinued operations, net of taxes | $ (31) | [1] | |
Discontinued Operations [Member] | |||
Net sales | (6) | ||
Loss before income taxes | $ (31) | ||
Income tax benefit | |||
Loss from discontinued operations, net of taxes | $ (31) | ||
[1] | All amounts reported herein have been recast to present all four of our retail stores and our OnSale and eCost businesses as discontinued operations. |
Debt (Details Narrative)
Debt (Details Narrative) | Jan. 19, 2016CAD | Mar. 31, 2015USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2013USD ($) | Jun. 30, 2011USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2014USD ($) | Jan. 19, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2012USD ($)a |
Long term note | $ 171,775,000 | $ 201,604,000 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Note payable variable interest rate basis | 2.08% | ||||||||||
Line of credit available to borrow | $ 95,200,000 | ||||||||||
Purchase price of real property | $ 6,600,000 | $ 1,100,000 | |||||||||
Long term note | $ 4,575,000 | 133,851,000 | |||||||||
Debt term | 7 years | ||||||||||
Debt straight line term | 25 years | ||||||||||
Note balloon payment maturity date | January 2,022 | ||||||||||
Area of land purchased | a | 7.9 | ||||||||||
Additional costs incurred for construction of a new cloud data center | $ 12,200,000 | ||||||||||
Revolving Credit Facility [Member] | Santa Monica Real Properties [Member] | |||||||||||
Principal amortization value | 10,900,000 | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | |||||||||||
Current borrowing limit | $ 250,000,000 | ||||||||||
Maximum credit limit | $ 275,000,000 | ||||||||||
Debt maturity date | Mar. 19, 2019 | ||||||||||
Interest rate description of Canadian Maximum Credit | interest on outstanding balance under the Canadian Maximum Credit based on the Canadian Base Rate (calculated as the greater of CDOR plus 1 percentage point and the prime rate for Canadian Dollar commercial loans, as further defined in the Fourth Amended Loan Agreement) or at the election of the Borrowers, based on the CDOR Rate, plus a margin, depending on average excess availability under the Revolving Line, ranging from 1.50% to 1.75%; (v) interest on outstanding balance under the Maximum Credit based on the Eurodollar Rate plus a margin, depending on average excess availability under the revolving line, ranging from 1.50% to 1.75%. The credit facility also includes a monthly unused line fee of 0.25% per year on the amount, if any, by which the Maximum Credit, then in effect, exceeds the average daily principal balance of outstanding borrowings during the immediately preceding month. | ||||||||||
Percentage of unused line fee | 0.25% | ||||||||||
Fixed charge coverage ratio | In the event the FCCR covenant applies, the fixed charge coverage ratio is 1.0 to 1.0 calculated on a trailing four-quarter basis as of the end of the last quarter immediately preceding such FCCR triggering event date. | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Santa Monica Real Properties [Member] | |||||||||||
Sub-lines revolving credit facility | 9,800,000 | ||||||||||
Principal amortization value | 129,583 | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | California Real Properties [Member] | |||||||||||
Sub-lines revolving credit facility | 1,700,000 | ||||||||||
Principal amortization value | $ 21,750 | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Eurodollar [Member] | Minimum [Member] | |||||||||||
Note payable variable interest rate basis | 1.50% | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Eurodollar [Member] | Maximum [Member] | |||||||||||
Note payable variable interest rate basis | 1.75% | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Canadian Dollar [Member] | |||||||||||
Increase our maximum credit limit of the borrowers based on certain conditions | CAD | CAD 40,000,000 | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Canadian Dollar [Member] | Minimum [Member] | |||||||||||
Note payable variable interest rate basis | 1.50% | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Canadian Dollar [Member] | Maximum [Member] | |||||||||||
Note payable variable interest rate basis | 1.75% | ||||||||||
Revolving Credit Facility [Member] | Fourth Amended Loan Agreement [Member] | Canadian Dollar [Member] | Prime Rate [Member] | |||||||||||
Note payable variable interest rate basis | 1.00% | ||||||||||
Revolving Credit Facility [Member] | Loan Agreement [Member] | |||||||||||
Purchase price of real property | $ 5,800,000 | ||||||||||
Long term note | $ 4,900,000 | ||||||||||
Debt term | 7 years | 5 years | |||||||||
Debt straight line term | 25 years | 25 years | |||||||||
Note balloon payment maturity date | April 2,022 | January 2,020 | |||||||||
Real property purchase amount financed | $ 7,725,000 | ||||||||||
Revolving Credit Facility [Member] | Three Financing Arrangements [Member] | |||||||||||
Note balloon payment maturity date | March 2,017 | ||||||||||
Real property purchase amount financed | $ 5,600,000 | ||||||||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||||||||||
Long term note | $ 10,100,000 | ||||||||||
Debt term | 5 years | ||||||||||
Debt straight line term | 25 years | ||||||||||
Note balloon payment maturity date | September 2,016 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Total | $ 171,775 | $ 201,604 | |
Less: Total current debt | 151,434 | 180,150 | |
Total non-current debt | 20,341 | 21,454 | |
Revolving Credit Facility, Libor Plus 1.50%, Maturing In March 2019 [Member] | |||
Total | [1] | 133,851 | 162,439 |
Note Payable, Libor Plus 1.50%, Maturing In March 2019 [Member] | |||
Total | 9,460 | 9,848 | |
Note Payable, Libor Plus 1.50%, Maturing In March 2019 One [Member] | |||
Total | 1,588 | 1,653 | |
Note Payable, Greater Of 2% Or Libor Plus 2.15%, Maturing In April 2022 [Member] | |||
Total | [2] | 4,749 | 4,799 |
Note Payable, Libor Plus 2.25%, Maturing In January 2022 [Member] | |||
Total | 4,308 | 4,365 | |
Notes Payable, 4.12%, 4.33% And 4.60%, Maturing In March 2017 [Member] | |||
Total | 2,066 | 2,569 | |
Note Payable, Libor Plus 2.25%, Maturing In January 2020 [Member] | |||
Total | 7,339 | 7,416 | |
Note Payable, Prime Plus 0.375% Or Libor Plus 2.375%, Maturing In September 2016 [Member] | |||
Total | $ 8,414 | $ 8,515 | |
[1] | The outstanding balance on our revolving credit facility, which matures in March 2019, has been included as part of current debt to match the presentation on our Condensed Consolidated Balance Sheet. | ||
[2] | This note payable, related to the Irvine Property, has been presented on our Condensed Consolidated Balance Sheet as "Note payable related to asset held for sale" and is included as current debt. See Note 4 above for more information regarding the Irvine Property. |
Debt - Schedule of Outstandin39
Debt - Schedule of Outstanding Debt (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2016 | |
Revolving Credit Facility, Libor Plus 1.50%, Maturing In March 2019 [Member] | LIBOR and Prime Rate [Member] | |
Note payable variable interest rate basis | 1.50% |
Note payable maturity date | March 2,019 |
Note Payable, Libor Plus 1.50%, Maturing In March 2019 [Member] | LIBOR and Prime Rate [Member] | |
Note payable variable interest rate basis | 1.50% |
Note payable maturity date | March 2,019 |
Note Payable, Libor Plus 1.50%, Maturing In March 2019 One [Member] | LIBOR and Prime Rate [Member] | |
Note payable variable interest rate basis | 1.50% |
Note payable maturity date | March 2,019 |
Note Payable, Greater Of 2% Or Libor Plus 2.15%, Maturing In April 2022 [Member] | Maximum [Member] | |
Note payable variable interest rate basis | 2.00% |
Note payable maturity date | April 2,022 |
Note Payable, Greater Of 2% Or Libor Plus 2.15%, Maturing In April 2022 [Member] | LIBOR Rate[Member] | |
Note payable variable interest rate basis | 2.15% |
Note payable maturity date | April 2,022 |
Note Payable, Libor Plus 2.25%, Maturing In January 2022 [Member] | LIBOR Rate[Member] | |
Note payable variable interest rate basis | 2.25% |
Note payable maturity date | January 2,022 |
Notes Payable, 4.12%, 4.33% And 4.60%, Maturing In March 2017 [Member] | |
Note payable variable interest rate basis | 4.12% |
Note payable maturity date | March 2,017 |
Notes Payable, 4.12%, 4.33% And 4.60%, Maturing In March 2017 One [Member] | |
Note payable variable interest rate basis | 4.33% |
Note payable maturity date | March 2,017 |
Notes Payable, 4.12%, 4.33% And 4.60%, Maturing In March 2017 Two [Member] | |
Note payable variable interest rate basis | 4.60% |
Note payable maturity date | March 2,017 |
Note Payable, Libor Plus 2.25%, Maturing In January 2020 [Member] | LIBOR Rate[Member] | |
Note payable variable interest rate basis | 2.25% |
Note payable maturity date | January 2,020 |
Note Payable, Prime Plus 0.375% Or Libor Plus 2.375%, Maturing In September 2016 [Member] | LIBOR Rate[Member] | |
Note payable variable interest rate basis | 2.375% |
Note payable maturity date | September 2,016 |
Note Payable, Prime Plus 0.375% Or Libor Plus 2.375%, Maturing In September 2016 [Member] | Prime Rate [Member] | |
Note payable variable interest rate basis | 0.375% |
Note payable maturity date | September 2,016 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Outstanding Debt (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2015 |
Remainder of 2016 | $ 16,470,000 | ||
2,017 | 136,730,000 | ||
2,018 | 2,354,000 | ||
2,019 | 8,534,000 | ||
2,020 | 1,968,000 | ||
Thereafter | 5,719,000 | ||
Total | 171,775,000 | $ 201,604,000 | |
Total Long-Term Debt Obligations [Member] | |||
Remainder of 2016 | 16,470,000 | ||
2,017 | 2,879,000 | ||
2,018 | 2,354,000 | ||
2,019 | 8,534,000 | ||
2,020 | 1,968,000 | ||
Thereafter | 5,719,000 | ||
Total | $ 37,924,000 | ||
Revolving Credit Facility [Member] | |||
Remainder of 2016 | |||
2,017 | $ 133,851,000 | ||
2,018 | |||
2,019 | |||
2,020 | |||
Thereafter | |||
Total | $ 133,851,000 | $ 4,575,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Income Tax Disclosure [Abstract] | |||
unrecognized tax benefits | $ 500 | $ 400 | |
Unrecognized interest or penalties | |||
Accrued interest and penalties |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 90 Months Ended | ||
Apr. 30, 2015 | Sep. 30, 2012 | Mar. 31, 2016 | Mar. 31, 2016 | Oct. 31, 2008 | |
Equity [Abstract] | |||||
Increase value of discretionary stock repurchase program | $ 10,000 | $ 10,000 | |||
Maximum amount authorized under the common stock repurchase program | $ 10,000 | ||||
Number of common stock shares repurchased during period | 216,136 | 3,892,125 | |||
Shares repurchased during period, value | $ 1,800 | $ 24,200 | |||
Amount available to repurchase the stock | $ 5,800 | $ 5,800 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Common stock excluded from the calculation of diluted EPS | 919,000 | |
Loss Reported [Member] | ||
Common stock excluded from the calculation of diluted EPS | 585,000 | |
Income Reported [Member] | ||
Common stock excluded from the calculation of diluted EPS | 475,000 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Reconciliation of Amounts Used in Basic and Diluted EPS Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Basic and Diluted Earnings (Loss) Per Common Share | |||
Income (loss) from continuing operations | $ 156 | $ (3,524) | [1] |
Shares outstanding from continuing operations | 11,871,000 | 12,230,000 | |
Per share amount from continuing operations | $ 0.01 | $ (0.29) | |
Shares outstanding dilutive effect of stock options | 390,000 | ||
Income (loss) from continuing operations adjusted income (loss) from continuing operations | $ 156 | $ (3,524) | |
Shares outstanding adjusted income (loss) from continuing operations | 12,261,000 | 12,230,000 | |
Per share amount adjusted income (loss) from continuing operations | $ 0.01 | $ (0.29) | |
[1] | All amounts reported herein have been recast to present all four of our retail stores and our OnSale and eCost businesses as discontinued operations. |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting [Abstract] | ||
Total assets | $ 595,636 | $ 600,173 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information for Entity's Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 498,029 | $ 295,959 | ||
Gross profit | 70,307 | 39,105 | ||
Depreciation and amortization expense | [1] | 4,072 | 2,699 | |
Operating profit (loss) | 1,519 | (5,207) | ||
Commercial [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 384,405 | 259,368 | ||
Gross profit | 58,093 | 35,764 | ||
Depreciation and amortization expense | [1] | 1,634 | 664 | |
Operating profit (loss) | 16,228 | 7,749 | ||
Public Sector [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 72,463 | 36,601 | ||
Gross profit | 6,015 | 3,342 | ||
Depreciation and amortization expense | 290 | 7 | [1] | |
Operating profit (loss) | 1,447 | $ 675 | ||
Canada [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 41,162 | |||
Gross profit | 6,202 | |||
Depreciation and amortization expense | [1] | 338 | ||
Operating profit (loss) | 1,679 | |||
Corporate And Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (1) | $ (10) | ||
Gross profit | (3) | (1) | ||
Depreciation and amortization expense | [1] | 1,810 | 2,028 | |
Operating profit (loss) | $ (17,835) | $ (13,631) | ||
[1] | Primary fixed assets relating to network and servers are managed by the Corporate headquarters. As such, depreciation expense relating to such assets is included as part of Corporate & Other. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense, net of sublease income | $ 1,500 | $ 1,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) $ in Thousands | Apr. 27, 2016USD ($)ft² | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Long term note | $ 171,775 | $ 201,604 | ||
Irvine Property [Member] | ||||
Purchase price of real property | $ 5,800 | |||
Long term note | 4,900 | |||
Subsequent Event [Member] | Irvine Property [Member] | Mid-2016 [Member] | ||||
Realize a pre-tax gain on sale of property | 7,400 | |||
Note payable outstanding balance | $ 4,700 | |||
Subsequent Event [Member] | Spigen, Inc [Member] | Irvine Property [Member] | ||||
Real property held for sale | $ 13,200 | |||
Area of property | ft² | 60,000 | |||
Escrow period | 60 days | |||
Escrow deposit | $ 290 | |||
Escrow amount per month | $ 30 |