SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2001
or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
COMMISSION FILE NUMBER 1-13792
Systemax Inc.
(Exact name of registrant as specified in its charter)
Delaware | 11-3262067 |
22 Harbor Park Drive
Port Washington, New York 11050
(Address of registrant's principal executive offices)
(516) 608-7000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
The number of shares outstanding of the registrant's Common Stock as of November 8, 2001 was 34,104,290.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
Systemax Inc.
Condensed Consolidated Balance Sheets
(In Thousands, except share data)
September 30, December 31,
2001 2000
------------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 20,954 $ 14,496
Accounts receivable, net 147,080 183,493
Inventories 90,660 127,271
Prepaid expenses and other current assets 32,974 38,290
Income taxes receivable 6,139 25,486
------------- ------------
Total current assets 297,807 389,036
PROPERTY, PLANT AND EQUIPMENT, net 85,777 74,749
GOODWILL, net 68,638 70,672
OTHER ASSETS 1,537 3,561
------------- ------------
TOTAL $ 453,759 $ 538,018
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ 12,949 $ 48,559
Accounts payable and accrued expenses 188,396 233,788
------------- ------------
Total current liabilities 201,345 282,347
------------- ------------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share, authorized 25 million shares,
issued none
Common stock, par value $.01 per share, issued 38,231,990 shares,
outstanding 34,104,290 shares 382 382
Additional paid-in capital 176,743 176,743
Accumulated other comprehensive loss (7,956) (6,662)
Retained earnings 131,734 133,697
------------- ------------
300,903 304,160
------------- ------------
Less: Common stock in treasury at cost - 4,127,700 shares 48,489 48,489
------------- ------------
Total stockholders' equity 252,414 255,671
------------- ------------
TOTAL $ 453,759 $ 538,018
============= ============
See notes to condensed consolidated financial statements.
Systemax Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, except per share amounts)
Nine Month Three Month
Periods ended Periods ended
September 30, September 30,
---------------------- ---------------------
2001 2000 2001 2000
--------- --------- ---------- ----------
NET SALES $1,140,040 $1,264,637 $ 370,636 $ 409,795
COST OF SALES 943,508 1,104,343 301,377 362,018
---------- ---------- ---------- -----------
GROSS PROFIT 196,532 160,294 69,259 47,777
SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES 197,883 204,933 68,582 68,763
INCOME (LOSS) FROM OPERATIONS (1,351) (44,639) 677 (20,986)
OTHER - net 1,482 2,813 208 582
---------- ---------- ---------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (2,833) (47,452) 469 (21,568)
PROVISION (BENEFIT) FOR INCOME TAXES (870) (16,133) 212 (7,332)
---------- ---------- ---------- -----------
NET INCOME (LOSS) $ (1,963) $ (31,319) $ 257 $ (14,236)
========== ========== ========== ===========
Net income (loss) per common share:
Basic and diluted $ (.06) $ (.91) $ .01 $ (.42)
========== ========== ========== ===========
Common and common equivalent shares outstanding:
Basic and diluted 34,104 34,430 34,104 34,104
========== ========== ========== ===========
See notes to condensed consolidated financial statements
Systemax Inc.
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)
(In Thousands)
Accumulated
Common Stock Other
---------------- Additional Comprehensive Treasury
Number of Paid-in Retained Loss Stock Comprehensive
Shares Amount Capital Earnings Net of Tax at Cost Loss
--------- ------- ----------- --------- ----------- --------- -------------
Balances, December 31, 2000 34,104 $ 382 $ 176,743 $ 133,697 $ (6,662) $(48,489)
Change in cumulative
translation adjustment (1,294) $ (1,294)
Net loss (1,963) (1,963)
------ ------- ---------- --------- ---------- ---------- ----------
Total comprehensive loss $ (3,257)
Balances, September 30, 2001 34,104 $ 382 $ 176,743 $ 131,734 $ (7,956) $(48,489)
====== ======= ========== ========= ========== ==========
See notes to condensed consolidated financial statements.
Systemax Inc.
Condensed Statements of Consolidated Cash Flows (Unaudited)
(In Thousands)
Nine Month Periods
Ended September 30,
--------------------
2001 2000
------- --------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net loss $(1,963) $(31,319)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 11,321 9,861
Provision for returns and doubtful accounts 3,746 10,123
Changes in certain assets and liabilities:
Accounts receivable 30,343 5,803
Inventories 36,265 50,279
Prepaid expenses and other current assets 3,602 (14,416)
Income taxes receivable 20,309
Accounts payable and accrued expenses (44,977) (40,754)
------- --------
Net cash provided by (used in) operating activities 58,646 (10,423)
------- --------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Investments in property, plant and equipment (21,505) (36,385)
Proceeds from disposals of fixed assets 325
------- --------
Net cash used in investing activities (21,180) (36,385)
------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Purchase of treasury shares
(9,830)
Proceeds (repayments) of short-term borrowings from banks (35,884) 57,260
Repayments of long-term borrowings (2,286)
------- --------
Net cash provided by (used in) financing activities (35,884) 45,144
------- --------
EFFECTS OF EXCHANGE RATES ON CASH 4,876 (3,543)
------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,458 (5,207)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 14,496 17,470
------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 20,954 $12,263
======= ========
See notes to condensed consolidated financial statements.
Systemax Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
| 1. | Description of Business The accompanying condensed consolidated financial statements include the accounts of Systemax Inc. and its wholly-owned subsidiaries (collectively, the "Company" or "Systemax"). The Company is a direct marketer of private label and brand name personal computers (PCs), notebook computers, computer related products and industrial products in North America and Europe. Systemax markets these products through an integrated system of distinctively branded full-color direct mail catalogs, proprietary "e-commerce" Internet sites and personalized "relationship marketing" to business customers. |
| 2. | Basis of Presentation Net income (loss) per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented. Net income (loss) per common share – diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods except in loss periods, where the effect is anti-dilutive. All intercompany accounts and transactions have been eliminated in consolidation. Comprehensive income (loss) – Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments and is included in the Condensed Consolidated Statement of Stockholders' Equity. For the nine month periods ended September 30, comprehensive loss was $3,257,000 in 2001 and $36,748,000 in 2000 net of tax effects on foreign currency translation adjustments of $317,000 in 2001 and $2,743,000 in 2000. For the three month periods ended September 30, comprehensive income (loss) was $4,500,000 in 2001 and ($16,780,000) in 2000 net of tax effects on foreign currency translation adjustments of $297,000 in 2001 and $1,314,000 in 2000. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2001 and the results of operations for the three month and nine month periods ended September 30, 2001 and 2000, cash flows for the nine months ended September 30, 2001 and 2000 and changes in stockholders' equity for the nine months ended September 30, 2001. The December 31, 2000 condensed consolidated balance sheet has been derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of December 31, 2000 and for the period then ended. The results for the nine months ended September 30, 2001 are not necessarily indicative of the results for an entire year. Statement of Financial Accounting Standards ("SFAS") 133, Accounting for Derivative Instruments and Hedging Activities, is effective for all fiscal years beginning after June 15, 2000. SFAS 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Under SFAS 133, certain contracts that were not formerly considered derivatives may now meet the definition of a derivative. The Company has adopted SFAS 133 effective January 1, 2001. The Company currently does not make use of derivative instruments as defined by SFAS 133. If the Company does not increase the utilization of derivative instruments, the effect of this standard is not expected to have a significant impact on the financial position, results of operations, or cash flows of the Company. |
| 3. | Credit Agreement The Company has a $70,000,000 revolving credit agreement with a group of financial institutions which provides for borrowings in the United States. The borrowings are secured by all of the domestic accounts receivable and inventories of the Company and the Company's shares of stock in its domestic subsidiaries. The credit facility expires and outstanding borrowings thereunder are due on June 15, 2004. The borrowings under the agreement are subject to borrowing base limitations of 75% of eligible accounts receivable and up to 25% of qualified inventories. Interest on outstanding advances is payable monthly at the agent bank's base rate (6.0% at September 30, 2001) plus 0.25% to 0.75% or the bank's daily LIBOR rate (4.39% at September 30, 2001) plus 2.25% to 3%. The facility also calls for a commitment fee payable quarterly in arrears of 0.5% of the average daily unused portion of the facility. As of September 30, 2001 availability under the agreement was $51,522,000, against which there were outstanding advances of $6,556,000 and outstanding letters of credit of $2,400,000. The revolving credit agreement contains certain financial and other covenants, including restrictions on capital expenditures and payments of dividends. |
| 4. | Segment Information The Company is engaged in a single reportable segment, the marketing and sales of various business products. Financial information relating to the Company's operations by geographic area was as follows: |
Nine Month Three Month
Periods Ended Periods Ended
September 30, September 30,
----------------- --------------------
2001 2000 2001 2000
--------- -------- -------- ---------
Net Sales (in thousands):
North America $ 725,124 $ 857,813 $ 242,023 $ 283,373
Europe 414,916 406,824 128,613 126,422
Consolidated $ 1,140,040 $ 1,264,637 $ 370,636 $ 409,795
Revenues are attributed to countries based on location of selling subsidiary.
| 5. | Recent Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued SFAS 141, "Business Combinations" and SFAS 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling of interests method. SFAS 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead would be reviewed for impairment and written down and charged to results of operations only in periods in which the recorded value of goodwill and certain intangibles is more than its fair value. SFAS 142 also requires the Company to complete a transitional goodwill impairment test within six months from the date of adoption. The Company is currently assessing, but has not yet determined, the impact of SFAS 141 and SFAS 142 on its financial position and results of operations. In August 2001, the FASB issued SFAS 143, " Accounting for Asset Retirement Obligations". The standard requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost associated with the asset retirement obligation by increasing the carrying amount of the related long-lived asset. Over time, the liability is present valued each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The standard is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS 143 is not expected to have a material impact on the Company's financial position or results of operations. In October 2001, the FASB issued SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS 144 supercedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", however retains many of its fundamental provisions. SFAS 144 requires that long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS 144 also broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The adoption of SFAS 144 is not expected to have a material impact on the Company's financial position or results of operations. |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
| Three Months Ended September 30, 2001 Compared to Three Months Ended September 30, 2000 Net sales for the three months ended September 30, 2001 decreased 9.6% to $371 million compared to $410 million in the year-ago quarter. The decrease was attributable to the continuing economic slowdown in the United States, heightened by the events of September 11, 2001 and the extremely competitive environment in the PC marketplace. European sales increased 1.7% to $129 million (representing 35% of worldwide sales) compared to $126 million in the year-ago quarter. Movements in foreign exchange rates negatively impacted the European sales comparison by approximately $3.8 million in 2001. Excluding the movements in foreign exchange rates, European sales would have increased 5% over the prior year. Gross profit was $69.3 million, or 18.7% of net sales, compared to $47.8 million, or 11.7% of net sales, in the year-ago quarter, an increase of $21.5 million. The improvement in the gross profit percentage was due to a more favorable product mix, cost reductions implemented in the Company's PC assembly business and the absence of inventory liquidation costs in the PC assembly business which adversely affected 2000. Selling, general and administrative expenses for the quarter were $68.6 million, unchanged in comparison to the third quarter of 2000. Increased spending in Europe for sales staff expansion was offset by decreased operating expenses in the United States. As a percentage of sales, selling, general and administrative expenses were 18.5% compared to 16.8% in the year-ago quarter, due to the lower sales volume. The Company had income from operations for the current quarter of $0.7 million compared to an operating loss of $21.0 million in the year-ago quarter. The Company incurred an operating loss of $2.7 million in its North American operations in the current quarter compared to an operating loss of $23.6 million last year. Operating income in Europe was $3.4 million, a 33% increase from $2.6 million in the year-ago quarter. Interest and other expense - net consists principally of interest expense. Interest expense decreased in 2001 as a result of decreased short-term borrowings and lower interest rates. Income taxes consist of foreign income taxes paid or payable reduced by an income tax benefit for U. S. operating loss carrybacks. As a result of the above, net income for the quarter was $0.3 million, or $.01 per basic and diluted share, compared to a net loss of $14.2 million, or $.42 per basic and diluted share, in the third quarter of 2000. Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000 Net sales for the nine months ended September 30, 2001 decreased 9.9% to $1.14 billion compared to $1.26 billion in the year-ago period. The decrease was attributable to the continuing difficult business climate in the United States and the extremely competitive environment in the PC marketplace. European sales increased 2.0% to $415 million (representing 36% of worldwide sales) compared to $407 million in the year-ago period. Movements in foreign exchange rates negatively impacted the European sales comparison by approximately $26 million in 2001. Excluding the movements in foreign exchange rates, European sales would have increased 8.3% over the prior year. Gross profit was $196.5 million, or 17.2% of net sales, compared to $160.3 million, or 12.7% of net sales, in the year-ago period, an increase of $36.2 million. The gross profit in 2000 was adversely affected by losses incurred on liquidation of excess inventory in the Company's PC assembly business. Selling, general and administrative expenses for the nine months decreased by $7.1 million or 3.4% to $197.9 million compared to $204.9 million in the first nine months of 2000. This decrease resulted from a reduction in advertising expenses and lower bad debt and telephone expenses. As a percentage of sales, selling, general and administrative expenses were 17.4% compared to 16.2% in the year-ago period due to the lower sales volume. The Company had a loss from operations for the current nine month period of $1.4 million compared to an operating loss of $44.6 million in the year-ago period. The Company incurred an operating loss of $14.3 million in its North American operations in the current nine month period compared to an operating loss of $56.7 million last year. Operating income in Europe was increased 6.2% to $12.9 million from $12.1 million in the year-ago period. Interest and other expense - net consists principally of interest expense. Interest expense decreased in 2001 as a result of decreased short-term borrowings and lower interest rates. Income taxes consist of foreign income taxes paid or payable reduced by an income tax benefit for U. S. operating loss carrybacks. As a result of the above, the net loss for the nine months was $2.0 million, or $.06 per basic and diluted share, compared to a net loss of $31.3 million, or $.91 per basic and diluted share, in the year ago period. Liquidity and Capital Resources The Company's cash balance totaled approximately $21 million at September 30, 2001. For the nine months ended September 30, 2001, the Company generated cash from operating activities of $58.6 million compared to using cash in operations of $10.4 million in the year ago period. This was due principally to a reduction in inventories and accounts receivable, the collection of a $25 million tax refund receivable from the Internal Revenue Service, partially offset by a reduction in accounts payable and accrued expenses. Cash was used in investing activities in 2001 for the purchase of capital equipment, primarily investments in information technology. Cash was used in financing activities to repay $35.9 million of short-term borrowings from banks. For the nine months ended September 30, 2001, cash and cash equivalents increased by $6.5 million. The Company maintains credit lines with financial institutions totaling approximately $90 million in the United States and Europe. The Company has a $70,000,000 revolving credit line which provides for borrowings in the United States. As of September 30, 2001, availability under the agreement was $51,522,000, against which there were outstanding advances of $6,556,000 and outstanding letters of credit of $2,400,000. The Company also has an uncommitted £15,000,000 ($22,046,000 at the September 30, 2001 exchange rate) multi-currency credit facility with a financial institution in the United Kingdom. At September 30, 2001 there were £4.4 million ($6.4 million) of borrowings outstanding under this line. The Company believes it has access to adequate funds for continued operations and growth through its available cash balances and funds generated by operations and lines of credit. Forward Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward looking statements may be made by the Company from time to time, in filings with the Securities Exchange Commission or otherwise. Statements contained in this report that are not historical facts are forward looking statements made pursuant to the safe harbor provisions referenced above. Forward-looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, financing needs, access to funds, compliance with financial covenants in loan agreements, plans for acquisition or sale of assets or businesses and consolidation of operations of newly acquired businesses, and plans relating to products or services of the Company, assessments of materiality, predictions of future events and the effects of pending and possible litigation, as well as assumptions relating to the foregoing. In addition, when used in this discussion, the words "anticipates", "believes", "estimates", "expects", "intends", "plans" and variations thereof and similar expressions are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained in this report. Statements in this report, particularly in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations", and the Notes to Consolidated Financial Statements describe certain factors, among others, that could contribute to or cause such differences. Other factors that could contribute to or cause such differences include, but are not limited to, unanticipated developments in any one or more of the following areas: (i) general economic conditions, (ii) the effect on the Company of volatility in the price of paper and periodic increases in postage rates, (iii) the operation of the Company's management information systems, (iv) the general risks attendant to the conduct of business in foreign countries, including currency fluctuations associated with sales not denominated in United States dollars, (v) significant changes in the computer products retail industry, especially relating to the distribution and sale of such products, (vi) competition in the PC, notebook computer, computer related products, office products and industrial products markets from superstores, direct response (mail order) distributors, mass merchants, value added resellers, the Internet and other retailers, (vii) the potential for expanded imposition of state sales taxes, use taxes, or other taxes on direct marketing and e-commerce companies, especially following the recent expiration of certain federal tax moratoriums, (viii) the continuation of key vendor relationships including the ability to continue to receive vendor supported advertising, (ix) timely availability of existing and new products, (x) risks involved with e-commerce, including possible loss of business and customer dissatisfaction if outages or other computer-related problems should preclude customer access to the Company, (xi) risks associated with delivery of merchandise to customers by utilizing common delivery services such as the United States Postal Service and UPS, including possible strikes and contamination, (xii) risks due to shifts in market demand and/or price erosion of owned inventory, (xiii) borrowing costs, (xiv) changes in taxes due to changes in the mix of U.S. and non-U.S. revenue, (xv) pending or threatened litigation and investigations and (xvi) the availability of key personnel, as well as other risk factors which may be detailed from time to time in the Company's Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events. |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risk. The Company is exposed to market risks, which include changes in U.S. and international interest rates as well as changes in currency exchange rates as measured against the U.S. dollar and each other. Systemax may attempt to reduce these risks by utilizing certain derivative financial instruments. The value of the U.S. dollar affects the Company's financial results. Changes in exchange rates may positively or negatively affect Systemax's sales (as expressed in U.S. dollars), gross margins, operating expenses and retained earnings. The Company may engage in hedging programs aimed at limiting in part the impact of certain currency fluctuations. Using primarily forward exchange and foreign currency option contracts, Systemax may from time to time hedge certain of its assets that may impact the Statement of Consolidated Income when remeasured according to generally accepted accounting principles. These hedging activities provide only limited protection against currency exchange risks. Factors that could impact the effectiveness of the Company's hedging programs include accuracy of sales forecasts, volatility of the currency markets, availability of hedging instruments and the credit-worthiness of the parties which have entered into such contracts with the Company. All currency contracts that are entered into by Systemax are for the sole purpose of hedging an existing or anticipated currency exposure, not for speculative or trading purposes. In spite of Systemax's hedging efforts to reduce the effect of changes in exchange rates against the U.S. dollar, the Company sales or costs could still be adversely affected by changes in those exchange rates. As of September 30, 2001, the Company had no outstanding forward exchange contracts. |
PART II - OTHER INFORMATION
| Item 6. | Exhibits |
| (a) | Exhibits. |
| 3.1 | Certificate of Incorporation. (Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No. 33-92052). |
| 3.2 | By-laws. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, File No. 33-92052).; |
| 3.3 | Certificate of Amendment of Certificate of Incorporation changing the Company's name to Systemax Inc. (Incorporated herein by reference to the Company's current report on Form 8-K, filed on May 18, 1999). |
| 4.1 | Stockholders Agreement. (Incorporated herein by reference to the Company's quarterly report on Form 10-Q for the quarterly period ended June 30, 1995). |
| 4.2 | Specimen Stock Certificate. (Incorporated herein by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999). |
| 10.1 | Amendment No. 1 dated as of September 1, 2001 to the Loan and Security Agreement, dated June 13, 2001, between The Chase Manhattan Bank (as Lender, as Agent and as Sole Arranger and Sole Book Runner) and TransAmerica Business Capital Corporation (as Lender and as Co-Agent) with Systemax Inc., Systemax Manufacturing Inc., Global Computer Supplies Inc., Tiger Direct Inc., Dartek Corporation, Nexel Industries Inc., Misco America Inc., Systemax Retail Sales Inc., Papier Catalogures Inc., Millennium Falcon Corp., Tek Serv Inc., B.T.S.A. Inc. and Keyboardmall.com Inc. (as Borrowers). |
| (b) | Reports on Form 8-K. |
| (i) A report on Form 8-K was filed by the Company on August 8, 2001 regarding the Company's second quarter 2001 financial results. |
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.
| SYSTEMAX INC. |
| Date: November 8, 2001 | By:/s/ RICHARD LEEDS Richard Leeds Chairman and Chief Executive Officer By:/s/ STEVEN GOLDSCHEIN Steven Goldschein Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit Number 1 | Description Of Exhibit Amendment No. 1 dated as of September 1, 2001 to the Loan and Security Agreement, dated June 13, 2001, between The Chase Manhattan Bank (as Lender, as Agent and as Sole Arranger and Sole Book Runner) and TransAmerica Business Capital Corporation (as Lender and as Co-Agent) with Systemax Inc., Systemax Manufacturing Inc., Global Computer Supplies Inc., Tiger Direct Inc., Dartek Corporation, Nexel Industries Inc., Misco America Inc., Systemax Retail Sales Inc., Papier Catalogures Inc., Millennium Falcon Corp., Tek Serv Inc., B.T.S.A. Inc. and Keyboardmall.com Inc. (as Borrowers). | Page 15 |