UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2015
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: 0-25092
INSIGHT
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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86-0766246 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
6820 South Harl Avenue, Tempe, Arizona 85283
(Address of principal executive offices) (Zip Code)
(480) 333-3000
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x
The number of shares outstanding of the issuers common stock as of October 23, 2015 was 37,093,337.
INSIGHT ENTERPRISES, INC.
QUARTERLY REPORT ON FORM 10-Q
Three Months Ended September 30, 2015
TABLE OF CONTENTS
INSIGHT ENTERPRISES, INC.
FORWARD-LOOKING INFORMATION
Certain statements in this Quarterly Report on Form 10-Q, including statements in Managements Discussion and Analysis of Financial
Condition and Results of Operations in Part I, Item 2 of this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include: projections of
matters that affect net sales, gross profit, operating expenses, earnings from operations, non-operating income and expenses, net earnings or cash flows; our working capital needs; the expected effects of partner program changes; the expected
effects of seasonality on our business; our intentions concerning the payment of dividends; projections of capital expenditures in 2015; the sufficiency of our capital resources and the availability of financing and our needs or plans relating
thereto; the effect of new accounting principles or changes in accounting policies; the effect of indemnification obligations; statements related to accounting estimates; the effects of ongoing and threatened litigation; our intention not to
repatriate certain foreign undistributed earnings where management considers those earnings to be reinvested indefinitely and plans for the use of such cash; the sufficiency of our domestic cash flows to fund domestic operations and cash
commitments; our plans to use cash flow from operations for working capital, to make capital expenditures, to pay down debt balances, and to fund acquisitions; our exposure to off-balance sheet arrangements; our compliance with debt covenants;
statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements are identified by such words as believe, anticipate, expect, estimate,
intend, plan, project, will, may and variations of such words and similar expressions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified.
Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and
actual results could differ materially from those suggested by the forward-looking statements. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but
are not limited to, the following, which are discussed in Risk Factors in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2014:
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our reliance on partners for product availability and competitive products to sell as well as our competition with our partners; |
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our reliance on partners for marketing funds and purchasing incentives; |
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changes in the IT industry and/or rapid changes in technology; |
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actions of our competitors, including manufacturers and publishers of products we sell; |
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failure to comply with the terms and conditions of our commercial and public sector contracts; |
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disruptions in our IT systems and voice and data networks; |
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the security of our electronic and other confidential information; |
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general economic conditions; |
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our reliance on commercial delivery services; |
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our dependence on certain personnel; |
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the variability of our net sales and gross profit; |
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the risks associated with our international operations; |
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exposure to changes in, interpretations of, or enforcement trends related to tax rules and regulations; and |
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intellectual property infringement claims and challenges to our registered trademarks and trade names. |
Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the Securities and
Exchange Commission. Any forward-looking statements in this report should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. We assume no obligation to update, and, except as
may be required by law, do not intend to update any forward-looking statements. We do not endorse any projections regarding future performance that may be made by third parties.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INSIGHT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
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September 30, 2015 |
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December 31, 2014 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
148,134 |
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$ |
164,524 |
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Accounts receivable, net of allowance for doubtful accounts of $11,574 and $19,336, respectively |
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1,106,231 |
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1,309,209 |
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Inventories |
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131,459 |
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122,573 |
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Inventories not available for sale |
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46,180 |
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45,261 |
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Deferred income taxes |
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12,134 |
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13,385 |
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Other current assets |
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58,359 |
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62,920 |
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Total current assets |
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1,502,497 |
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1,717,872 |
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Property and equipment, net of accumulated depreciation and amortization of $286,933 and $269,394, respectively |
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92,864 |
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104,181 |
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Goodwill |
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26,257 |
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26,257 |
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Intangible assets, net of accumulated amortization of $91,738 and $86,053, respectively |
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15,073 |
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23,567 |
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Deferred income taxes |
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57,141 |
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58,620 |
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Other assets |
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22,764 |
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17,626 |
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$ |
1,716,596 |
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$ |
1,948,123 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payabletrade |
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$ |
587,130 |
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$ |
819,916 |
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Accounts payableinventory financing facility |
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176,489 |
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122,781 |
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Accrued expenses and other current liabilities |
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122,049 |
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144,561 |
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Current portion of long-term debt |
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1,534 |
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766 |
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Deferred revenue |
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46,555 |
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50,904 |
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Total current liabilities |
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933,757 |
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1,138,928 |
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Long-term debt |
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85,057 |
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62,535 |
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Deferred income taxes |
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592 |
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940 |
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Other liabilities |
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27,906 |
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24,489 |
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1,047,312 |
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1,226,892 |
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Commitments and contingencies |
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Stockholders equity: |
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Preferred stock, $0.01 par value, 3,000 shares authorized; no shares issued |
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Common stock, $0.01 par value, 100,000 shares authorized; 37,093 shares at September 30, 2015 and 40,147 shares at
December 31, 2014 issued and outstanding |
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371 |
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401 |
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Additional paid-in capital |
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314,533 |
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337,167 |
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Retained earnings |
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390,145 |
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396,992 |
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Accumulated other comprehensive loss foreign currency translation adjustments |
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(35,765 |
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(13,329 |
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Total stockholders equity |
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669,284 |
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721,231 |
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$ |
1,716,596 |
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$ |
1,948,123 |
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See accompanying notes to consolidated financial statements.
1
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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Net sales |
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$ |
1,342,195 |
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$ |
1,237,668 |
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$ |
3,985,905 |
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$ |
3,870,095 |
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Costs of goods sold |
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1,159,944 |
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1,065,848 |
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3,450,426 |
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3,339,931 |
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Gross profit |
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182,251 |
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171,820 |
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535,479 |
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530,164 |
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Operating expenses: |
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Selling and administrative expenses |
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148,796 |
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143,134 |
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437,596 |
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433,373 |
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Severance and restructuring expenses |
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817 |
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308 |
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1,912 |
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955 |
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Earnings from operations |
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32,638 |
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28,378 |
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95,971 |
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95,836 |
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Non-operating (income) expense: |
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Interest income |
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(265 |
) |
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(229 |
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(611 |
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(811 |
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Interest expense |
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2,062 |
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1,594 |
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5,518 |
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4,553 |
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Net foreign currency exchange (gain) loss |
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(1,561 |
) |
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238 |
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(928 |
) |
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1,195 |
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Other expense, net |
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357 |
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369 |
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969 |
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1,061 |
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Earnings before income taxes |
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32,045 |
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26,406 |
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91,023 |
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89,838 |
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Income tax expense |
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11,220 |
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9,004 |
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33,748 |
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33,637 |
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Net earnings |
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$ |
20,825 |
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$ |
17,402 |
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$ |
57,275 |
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$ |
56,201 |
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Net earnings per share: |
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Basic |
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$ |
0.56 |
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$ |
0.42 |
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$ |
1.50 |
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$ |
1.36 |
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Diluted |
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$ |
0.56 |
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$ |
0.42 |
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$ |
1.49 |
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$ |
1.36 |
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Shares used in per share calculations: |
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Basic |
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37,095 |
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40,972 |
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38,279 |
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41,185 |
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Diluted |
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37,351 |
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41,270 |
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38,557 |
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41,472 |
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See accompanying notes to consolidated financial statements.
2
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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Net earnings |
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$ |
20,825 |
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$ |
17,402 |
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$ |
57,275 |
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$ |
56,201 |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
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(13,063 |
) |
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(16,452 |
) |
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(22,436 |
) |
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(11,975 |
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Total comprehensive income |
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$ |
7,762 |
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$ |
950 |
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$ |
34,839 |
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$ |
44,226 |
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See accompanying notes to consolidated financial statements.
3
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Nine Months Ended September 30, |
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2015 |
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2014 |
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Cash flows from operating activities: |
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Net earnings |
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$ |
57,275 |
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$ |
56,201 |
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Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation and amortization |
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28,426 |
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30,648 |
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Non-cash real estate impairment |
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800 |
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4,558 |
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Provision for losses on accounts receivable |
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4,139 |
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3,235 |
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Write-downs of inventories |
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2,834 |
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2,028 |
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Write-off of property and equipment |
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72 |
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531 |
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Non-cash stock-based compensation |
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6,685 |
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5,861 |
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Excess tax benefit from employee gains on stock-based compensation |
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(544 |
) |
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(438 |
) |
Deferred income taxes |
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2,463 |
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|
447 |
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Changes in assets and liabilities: |
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Decrease in accounts receivable |
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168,781 |
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201,258 |
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Increase in inventories |
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(13,508 |
) |
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(34,628 |
) |
Decrease (increase) in other current assets |
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2,354 |
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(9,056 |
) |
(Increase) decrease in other assets |
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(5,431 |
) |
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3,203 |
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Decrease in accounts payable |
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(212,289 |
) |
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(177,627 |
) |
(Decrease) increase in deferred revenue |
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(4,181 |
) |
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|
8,986 |
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Decrease in accrued expenses and other liabilities |
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(13,234 |
) |
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(47,411 |
) |
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Net cash provided by operating activities |
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24,642 |
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|
47,796 |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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(10,804 |
) |
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(7,983 |
) |
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Net cash used in investing activities |
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(10,804 |
) |
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(7,983 |
) |
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Cash flows from financing activities: |
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Borrowings on senior revolving credit facility |
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511,410 |
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|
399,492 |
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Repayments on senior revolving credit facility |
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(511,410 |
) |
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(398,992 |
) |
Borrowings on accounts receivable securitization financing facility |
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1,388,100 |
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|
708,070 |
|
Repayments on accounts receivable securitization financing facility |
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(1,364,100 |
) |
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(723,070 |
) |
Borrowings under other financing agreements |
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|
2,002 |
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Repayments under other financing agreements |
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(543 |
) |
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Payments on capital lease obligation |
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(167 |
) |
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(163 |
) |
Net borrowings under inventory financing facility |
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|
53,708 |
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|
10,408 |
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Payment of deferred financing fees |
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(277 |
) |
Excess tax benefit from employee gains on stock-based compensation |
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|
544 |
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|
438 |
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Payment of payroll taxes on stock-based compensation through shares withheld |
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(2,137 |
) |
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|
(1,662 |
) |
Repurchases of common stock |
|
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(91,843 |
) |
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(29,652 |
) |
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Net cash used in financing activities |
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(16,438 |
) |
|
|
(33,406 |
) |
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Foreign currency exchange effect on cash and cash equivalent balances |
|
|
(13,790 |
) |
|
|
(6,122 |
) |
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|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
|
(16,390 |
) |
|
|
285 |
|
Cash and cash equivalents at beginning of period |
|
|
164,524 |
|
|
|
126,817 |
|
|
|
|
|
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|
Cash and cash equivalents at end of period |
|
$ |
148,134 |
|
|
$ |
127,102 |
|
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|
|
See accompanying notes to consolidated financial statements.
4
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation and Recently Issued Accounting Standards
We are a leading worldwide technology provider of integrated solutions to business and government clients. The Company is
organized in the following three operating segments, which are primarily defined by their related geographies:
|
|
|
Operating Segment |
|
Geography |
North America |
|
United States and Canada |
EMEA |
|
Europe, Middle East and Africa |
APAC |
|
Asia-Pacific |
Our offerings in North America and select countries in EMEA include hardware, software and services. Our
offerings in the remainder of our EMEA segment and in APAC are largely software and select software-related services.
In the opinion of
management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of September 30, 2015, our results of operations for the three and nine months ended
September 30, 2015 and 2014 and our cash flows for the nine months ended September 30, 2015 and 2014. The consolidated balance sheet as of December 31, 2014 was derived from the audited consolidated balance sheet at such date. The
accompanying unaudited consolidated financial statements and notes have been prepared in accordance with the rules and regulations promulgated by the Securities and Exchange Commission and consequently do not include all of the disclosures normally
required by United States generally accepted accounting principles (GAAP).
The results of operations for interim periods are
not necessarily indicative of results for the full year, due in part to the seasonal nature of our business. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements,
including the related notes thereto, in our Annual Report on Form 10-K for the year ended December 31, 2014.
The consolidated
financial statements include the accounts of Insight Enterprises, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. References to the Company,
Insight, we, us, our and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and
expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs,
assumptions related to stock-based compensation valuation, allowances for doubtful accounts, valuation of inventories, litigation-related obligations, valuation allowances for deferred tax assets and impairment of long-lived assets, including
purchased intangibles and goodwill, if indicators of potential impairment exist.
Recently Issued Accounting Standards
In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2015-11, Simplifying the Measurement of Inventory. The pronouncement changes the measurement from lower of cost or market to lower of cost and net realizable value. This pronouncement is effective for reporting periods beginning
after December 15, 2016. The guidance shall be applied prospectively, with early adoption permitted as of the beginning of an interim or annual period. The new standard is not expected to have a material effect on our financial statements.
5
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
On April 7, 2015, the FASB issued ASU 2015-03, InterestImputation of
Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost. ASU 2015-03 is designed to simplify presentation of debt issuance costs. The standard requires that debt issuance costs related to a recognized debt liability be
presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amortization of debt issuance costs also shall be reported as interest expense. ASU 2015-03 is effective for
the fiscal year beginning after December 15, 2015, including interim reporting periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued and retrospective application is
required for each balance sheet presented. The new standard is not expected to have a material effect on our financial statements.
On
May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which amends the existing accounting standards for revenue recognition. The core principle of the guidance is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The original effective date for ASU 2014-09
would have required the Company to adopt the new standard beginning in its first quarter of 2017. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the mandatory effective date as well as providing the option to
early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. An entity may choose to adopt the new standard either retrospectively or through a cumulative
effect adjustment as of the start of the first period for which it applies the new standard. We are in the process of determining the timing of our adoption and the effect that the adoption will have on our consolidated financial statements. We have
not yet selected our planned transition approach.
There have been no other material changes or additions to the recently issued
accounting standards as previously reported in Note 1 to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014 that affect or may affect our financial
statements.
2. Net Earnings Per Share (EPS)
Basic EPS is computed by dividing net earnings available to common stockholders by the weighted average number of common
shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.
Dilutive potential common shares include outstanding restricted stock units. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
20,825 |
|
|
$ |
17,402 |
|
|
$ |
57,275 |
|
|
$ |
56,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used to compute basic EPS |
|
|
37,095 |
|
|
|
40,972 |
|
|
|
38,279 |
|
|
|
41,185 |
|
Dilutive potential common shares due to dilutive restricted stock units, net of tax effect |
|
|
256 |
|
|
|
298 |
|
|
|
278 |
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used to compute diluted EPS |
|
|
37,351 |
|
|
|
41,270 |
|
|
|
38,557 |
|
|
|
41,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.56 |
|
|
$ |
0.42 |
|
|
$ |
1.50 |
|
|
$ |
1.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.56 |
|
|
$ |
0.42 |
|
|
$ |
1.49 |
|
|
$ |
1.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
There were 2,000 and 1,000 anti-dilutive restricted stock units for the three and nine months
ended September 30, 2015, respectively. For the three and nine months ended September 30, 2014, 5,000 and 23,000, respectively, of our restricted stock units were not included in the diluted EPS calculations because their inclusion would
have been anti-dilutive. These share-based awards could be dilutive in the future.
3. Debt, Inventory Financing Facility, Capital Lease and Other Financing Obligations
Debt
Our long-term
debt consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015 |
|
|
December 31, 2014 |
|
Senior revolving credit facility |
|
$ |
|
|
|
$ |
|
|
Accounts receivable securitization financing facility |
|
|
85,000 |
|
|
|
61,000 |
|
Capital lease and other financing obligations |
|
|
1,591 |
|
|
|
2,301 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
86,591 |
|
|
|
63,301 |
|
Less: current portion of capital lease and other financing obligations |
|
|
(1,534 |
) |
|
|
(766 |
) |
Less: current portion of revolving credit facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
85,057 |
|
|
$ |
62,535 |
|
|
|
|
|
|
|
|
|
|
Our senior revolving credit facility (revolving facility) has an aggregate U.S. dollar equivalent
maximum borrowing capacity of $350,000,000 and matures on April 26, 2017. As of September 30, 2015, we had no amount outstanding under the revolving facility.
Our accounts receivable securitization financing facility (the ABS facility) has a maximum borrowing capacity of $200,000,000 and
matures on June 30, 2017. While the ABS facility has a stated maximum amount, the actual availability under the ABS facility is limited by the quantity and quality of the underlying accounts receivable. Under the ABS facility, the floating
interest rate applicable at September 30, 2015 was 1.09% per annum. As of September 30, 2015, qualified receivables were sufficient to permit access to the full $200,000,000 facility amount, of which $85,000,000 was outstanding.
Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our revolving facility and our ABS facility is
limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of our trailing twelve month net earnings (loss) plus (i) interest expense,
excluding non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization and (iv) non-cash stock-based compensation (adjusted earnings). The maximum
leverage ratio permitted under the facilities is 2.75 times trailing twelve-month adjusted earnings. A significant drop in our adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a
level that would be below our consolidated maximum facility amount. Based on our maximum leverage ratio as of September 30, 2015, our aggregate debt balance that could have been outstanding under our revolving facility and our ABS facility was
reduced from the maximum borrowing capacity of $550,000,000 to $486,841,000, of which $85,000,000 was outstanding at September 30, 2015.
Inventory Financing Facility
Our
inventory financing facility matures on April 26, 2017 and, effective July 2, 2015, was amended to increase our maximum borrowing capacity from $200,000,000 to $250,000,000, of which $176,489,000 was outstanding at September 30, 2015.
7
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Capital Lease and Other Financing Obligations
The present value of minimum lease payments under our capital lease, which expires on December 31, 2016, is included in our current and
long-term debt balances as summarized in the table above.
From time to time, we also enter into other financing agreements with financial
intermediaries to facilitate the purchase of products from certain vendors. At September 30, 2015 and December 31, 2014, amounts owed under other financing agreements of $1,309,000 and $1,852,000, respectively, which are payable in
installments through August 2016, are included in our debt balances as summarized in the table above.
4. Severance and Restructuring Activities
During the three and nine months ended September 30, 2015, we recorded severance expense associated with the
realignment of certain roles and responsibilities.
The following table details the activity related to resource actions for the nine
months ended September 30, 2015 and the outstanding obligations as of September 30, 2015 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
EMEA |
|
|
Consolidated |
|
Balances at December 31, 2014 |
|
$ |
857 |
|
|
$ |
2,971 |
|
|
$ |
3,828 |
|
Severance costs, net of adjustments |
|
|
873 |
|
|
|
1,039 |
|
|
|
1,912 |
|
Cash payments |
|
|
(1,254 |
) |
|
|
(2,891 |
) |
|
|
(4,145 |
) |
Foreign currency translation adjustments |
|
|
(22 |
) |
|
|
(216 |
) |
|
|
(238 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2015 |
|
$ |
454 |
|
|
$ |
903 |
|
|
$ |
1,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments were recorded as a reduction to severance and restructuring expense in North America and EMEA of
$418,000 and $179,000, respectively, in the nine months ended September 30, 2015, due to changes in estimates.
The remaining
outstanding obligations are expected to be paid during the next 12 months and, therefore, are included in accrued expenses and other current liabilities.
5. Stock-Based Compensation
By operating segment, we recorded the following pre-tax amounts for stock-based compensation, net of estimated forfeitures,
related to restricted stock units (RSUs) in selling and administrative expenses in our consolidated financial statements (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
North America |
|
$ |
1,513 |
|
|
$ |
1,671 |
|
|
$ |
4,968 |
|
|
$ |
4,510 |
|
EMEA |
|
|
449 |
|
|
|
433 |
|
|
|
1,435 |
|
|
|
1,151 |
|
APAC |
|
|
96 |
|
|
|
73 |
|
|
|
282 |
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated |
|
$ |
2,058 |
|
|
$ |
2,177 |
|
|
$ |
6,685 |
|
|
$ |
5,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, total compensation cost not yet recognized related to nonvested RSUs is
$15,830,000, which is expected to be recognized over the next 1.36 years on a weighted-average basis.
8
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table summarizes our RSU activity during the nine months ended
September 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
Weighted Average Grant Date Fair Value |
|
|
Fair Value |
|
Nonvested at January 1, 2015 |
|
|
888,967 |
|
|
$ |
22.06 |
|
|
|
|
|
Granted(a) |
|
|
436,920 |
|
|
|
26.22 |
|
|
|
|
|
Vested, including shares withheld to cover taxes |
|
|
(326,283 |
) |
|
|
21.61 |
|
|
$ |
8,684,694 |
(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(81,022 |
) |
|
|
23.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2015(b) |
|
|
918,582 |
|
|
|
24.09 |
|
|
$ |
23,745,345 |
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected to vest |
|
|
830,704 |
|
|
|
|
|
|
$ |
21,473,698 |
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Includes 131,389 RSUs subject to remaining performance conditions. The number of RSUs subject to performance conditions are based on the Company achieving 100% of its 2015 targeted financial results. The number of RSUs
ultimately awarded under the performance-based RSUs varies based on actual achieved financial results for 2015. |
(b) |
Includes 120,861 nonvested RSUs subject to remaining performance conditions. During the nine months ended September 30, 2015, 10,528 RSUs subject to performance conditions were forfeited prior to the satisfaction
of the performance condition and the completion of the related requisite service period. |
(c) |
The fair value of vested RSUs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSUs had all such holders sold their underlying
shares on that date. |
(d) |
The aggregate fair value represents the total pre-tax fair value, based on our closing stock price of $25.85 as of September 30, 2015, which would have been
received by holders of RSUs had all such holders sold their underlying shares on that date. |
6. Impairment Loss on Assets Held for Sale
In November 2014, we relocated our sales and administrative operations that were housed in the property that we own in
Bloomingdale, Illinois. The property is classified as a held for sale asset, which is included in other current assets in the accompanying consolidated balance sheets as of September 30, 2015 and December 31, 2014. During the second
quarter of 2014, our North America operating segment recorded non-cash charges of $5,178,000, consisting of an impairment loss of $4,558,000 and accelerated depreciation of $620,000, to reduce the carrying amount of the related assets to their
estimated fair value less costs to sell. The property continues to be marketed for sale, and during the third quarter of 2015, an additional non-cash impairment charge of $800,000 was recorded based on a decline in the estimated fair market value.
The estimated fair market value was derived from Level 2 fair value inputs (observable market based inputs or unobservable inputs that are corroborated by market data), which included a current market analysis indicating the price per square foot of
previous sale transactions involving comparable property in the Bloomingdale area. The charges are included in selling and administrative expenses in the accompanying consolidated statement of operations for the nine months ended September 30,
2015 and 2014, respectively.
7. Income Taxes
Our effective tax rate for the three and nine months ended September 30, 2015 was 35.0% and 37.1%,
respectively. For the nine months ended September 30, 2015, our effective tax rate was higher than the United States federal statutory rate of 35.0% due primarily to state income taxes, net of federal benefit. Additionally, the effect of
lower taxes on earnings in foreign jurisdictions was offset partially by higher losses in certain foreign jurisdictions in the 2015 periods, resulting in an increase in the valuation allowance for deferred tax assets related to these foreign
operating losses.
Our effective tax rate for the three and nine months ended September 30, 2014 was 34.1% and 37.4%,
respectively. For the three months ended September 30, 2014, our effective tax rate was lower than the United States federal statutory rate of 35.0% due primarily to the recognition of certain tax benefits related to the release of
reserves for specific uncertain tax positions during the quarter and to lower taxes on earnings in foreign jurisdictions. For the nine months ended September 30, 2014, our effective tax rate was higher than the United States federal statutory
rate of 35.0% due primarily to state income taxes net of federal benefit and other nondeductible expenses, partially offset by lower taxes on earnings in foreign jurisdictions and the recognition of tax benefits related to the release of reserves
for uncertain tax positions during the third quarter of 2014.
9
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
As of September 30, 2015 and December 31, 2014, we had approximately $3,329,000 and
$4,306,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $263,000 and $336,000, respectively, related to accrued interest.
Several of our subsidiaries are currently under audit for tax years 2006 through 2014. Although the timing of the resolutions and/or closures
of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months which could significantly increase or decrease the balance of our gross unrecognized tax benefits. Based
on the status of the various examinations in multiple jurisdictions, however, an estimate of the range of reasonably possible outcomes cannot be made at this time, but the estimated effect on our income tax expense and net earnings is not expected
to be significant.
8. Derivative Financial Instruments
We use derivatives to partially offset our exposure to fluctuations in certain foreign currencies. We do not enter into
derivatives for speculative or trading purposes. Derivatives are recorded at fair value on the balance sheet based on observable market based inputs or unobservable inputs that are corroborated by market data (Level 2). Gains or losses resulting
from changes in fair value of the derivative are recorded currently in income. We do not designate our hedges for hedge accounting, and our foreign currency derivative instruments are not subject to any master netting arrangements with our
counterparties.
Our derivative financial instruments as of September 30, 2015 were not material. The effect of our derivative
financial instruments on our results of operations during the three months ended September 30, 2015 and 2014 were a loss of $762,000 and a gain of $879,000, respectively, and during the nine months ended September 30, 2015 and 2014 were a
loss of $726,000 and a gain of $771,000, respectively. These amounts are reported within the net foreign currency exchange (gain) loss line item in our consolidated statements of operations.
9. Fair Value Measurements
As of September 30, 2015, other than the held for sale asset discussed in Note 6, we have no non-financial assets or
liabilities that are measured and recorded at fair value on a recurring basis, and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current
liabilities. The estimated fair values of our cash and cash equivalents approximate their carrying values and are determined based on quoted prices in active markets for identical assets (Level 1). The fair values of the other financial assets and
liabilities are based on the values that would be received or paid in an orderly transaction between market participants and approximate their carrying values due to their nature and short duration.
10. Share Repurchase Programs
In October 2013, October 2014 and February 2015, our Board of Directors authorized share repurchase programs of
$50,000,000, $25,000,000 and $75,000,000, respectively. During the nine months ended September 30, 2015, we purchased 3,300,210 shares of our common stock on the open market at a total cost of approximately $91,843,000 (an average price of
$27.83 per share), which represented all remaining amounts authorized under the repurchase programs. All shares repurchased were retired.
10
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
During the comparative nine months ended September 30, 2014, we purchased 1,272,299
shares of our common stock on the open market at a total cost of approximately $29,652,000 (an average price of $23.31 per share). All shares repurchased were retired.
11. Commitments and Contingencies
Contractual
In the
ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of September 30, 2015, we had an immaterial amount of performance bonds outstanding. These bonds are issued
on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse the surety company.
Employment Contracts and Severance Plans
We have employment contracts with, and plans covering, certain officers and management teammates under which severance payments would become
payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested RSUs would accelerate following a change in control. If severance
payments under the current employment agreements or plan payments were to become payable, the severance payments would generally range from three to twenty-four months of salary.
Indemnifications
From time to time, in
the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses
arising from defined events, which may include litigation or claims relating to past performance. These arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our
sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification of the lenders that provide our credit facilities for certain claims arising from their extension of credit to
us. Such indemnification obligations may not be subject to maximum loss clauses.
Management believes that payments, if any, related to
these indemnifications are not probable at September 30, 2015. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.
We have entered into separate indemnification agreements with certain of our executive officers and with each of our directors. These
agreements require us, among other requirements, to indemnify such officers and directors against expenses (including attorneys fees), judgments and settlements incurred by such individual in connection with any action arising out of such
individuals status or service as our executive officer or director (subject to exceptions such as where the individual failed to act in good faith or in a manner the individual reasonably believed to be in, or not opposed to, the best
interests of the Company) and to advance expenses incurred by such individual with respect to which such individual may be entitled to indemnification by us. There are no pending legal proceedings that involve the indemnification of any of the
Companys directors or officers.
Contingencies Related to Third-Party Review
From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various governmental, client
and vendor audits. We continually assess whether or not such claims have merit and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities in the consolidated financial statements. Such estimates are subject to change and
may affect our results of operations and our cash flows.
11
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Legal Proceedings
From time to time, we are party to various legal proceedings arising in the ordinary course of business, including preference payment claims
asserted in client bankruptcy proceedings, indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions and claims related
to alleged violations of laws and regulations. Many of these proceeding are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are
involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal
proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable
losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. Legal expenses
related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.
The Company is not
involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its business, financial condition or results of operations.
12. Segment Information
We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Our offerings in North America
and select countries in EMEA include hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are largely software and select software-related services. Net sales by product or service type for North America,
EMEA and APAC were as follows for the three and nine months ended September 30, 2015 and 2014 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
Sales Mix |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Hardware |
|
$ |
641,245 |
|
|
$ |
563,483 |
|
|
$ |
134,690 |
|
|
$ |
141,149 |
|
|
$ |
3,502 |
|
|
$ |
3,150 |
|
Software |
|
|
312,989 |
|
|
|
272,789 |
|
|
|
150,109 |
|
|
|
163,748 |
|
|
|
21,315 |
|
|
|
28,079 |
|
Services |
|
|
68,198 |
|
|
|
55,073 |
|
|
|
8,836 |
|
|
|
8,747 |
|
|
|
1,311 |
|
|
|
1,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,022,432 |
|
|
$ |
891,345 |
|
|
$ |
293,635 |
|
|
$ |
313,644 |
|
|
$ |
26,128 |
|
|
$ |
32,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
Sales Mix |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Hardware |
|
$ |
1,734,060 |
|
|
$ |
1,579,080 |
|
|
$ |
402,084 |
|
|
$ |
432,426 |
|
|
$ |
9,079 |
|
|
$ |
8,784 |
|
Software |
|
|
897,673 |
|
|
|
829,798 |
|
|
|
598,624 |
|
|
|
689,177 |
|
|
|
119,493 |
|
|
|
145,813 |
|
Services |
|
|
192,058 |
|
|
|
152,401 |
|
|
|
28,395 |
|
|
|
26,841 |
|
|
|
4,439 |
|
|
|
5,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,823,791 |
|
|
$ |
2,561,279 |
|
|
$ |
1,029,103 |
|
|
$ |
1,148,444 |
|
|
$ |
133,011 |
|
|
$ |
160,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
All significant intercompany transactions are eliminated upon consolidation, and there are no
material differences between the accounting policies used to measure profit and loss for our segments and on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net
sales for the three or nine months ended September 30, 2015 or 2014.
A portion of our operating segments selling and
administrative expenses arise from shared services and infrastructure that we have historically provided to them in order to realize economies of scale and to use resources efficiently. These expenses, collectively identified as corporate charges,
include senior management expenses, internal audit, legal, tax, insurance services, treasury and other corporate infrastructure expenses. Charges are allocated to our operating segments, and the allocations have been determined on a basis that we
considered to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments.
The
tables below present information about our reportable operating segments as of and for the three months ended September 30, 2015 and 2014 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2015 |
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
Consolidated |
|
Net sales |
|
$ |
1,022,432 |
|
|
$ |
293,635 |
|
|
$ |
26,128 |
|
|
$ |
1,342,195 |
|
Costs of goods sold |
|
|
886,434 |
|
|
|
252,686 |
|
|
|
20,824 |
|
|
|
1,159,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
135,998 |
|
|
|
40,949 |
|
|
|
5,304 |
|
|
|
182,251 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
|
103,793 |
|
|
|
39,721 |
|
|
|
5,282 |
|
|
|
148,796 |
|
Severance and restructuring expenses |
|
|
618 |
|
|
|
199 |
|
|
|
|
|
|
|
817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations |
|
$ |
31,587 |
|
|
$ |
1,029 |
|
|
$ |
22 |
|
|
$ |
32,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at period end |
|
$ |
1,865,465 |
|
|
$ |
423,678 |
|
|
$ |
88,670 |
|
|
$ |
2,377,813 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Consolidated total assets do not reflect the net effect of corporate assets and intercompany eliminations of $661,217,000. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2014 |
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
Consolidated |
|
Net sales |
|
$ |
891,345 |
|
|
$ |
313,644 |
|
|
$ |
32,679 |
|
|
$ |
1,237,668 |
|
Costs of goods sold |
|
|
771,131 |
|
|
|
268,749 |
|
|
|
25,968 |
|
|
|
1,065,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
120,214 |
|
|
|
44,895 |
|
|
|
6,711 |
|
|
|
171,820 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
|
94,382 |
|
|
|
42,684 |
|
|
|
6,068 |
|
|
|
143,134 |
|
Severance and restructuring expenses |
|
|
102 |
|
|
|
209 |
|
|
|
(3 |
) |
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations |
|
$ |
25,730 |
|
|
$ |
2,002 |
|
|
$ |
646 |
|
|
$ |
28,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at period end |
|
$ |
1,669,020 |
|
|
$ |
427,663 |
|
|
$ |
86,995 |
|
|
$ |
2,183,678 |
** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** |
Consolidated total assets do not reflect the net effect of corporate assets and intercompany eliminations of $528,070,000. |
13
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The tables below present information about our reportable operating segments as of and for
the nine months ended September 30, 2015 and 2014 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2015 |
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
Consolidated |
|
Net sales |
|
$ |
2,823,791 |
|
|
$ |
1,029,103 |
|
|
$ |
133,011 |
|
|
$ |
3,985,905 |
|
Costs of goods sold |
|
|
2,448,061 |
|
|
|
890,528 |
|
|
|
111,837 |
|
|
|
3,450,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
375,730 |
|
|
|
138,575 |
|
|
|
21,174 |
|
|
|
535,479 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
|
295,228 |
|
|
|
125,232 |
|
|
|
17,136 |
|
|
|
437,596 |
|
Severance and restructuring expenses |
|
|
873 |
|
|
|
1,039 |
|
|
|
|
|
|
|
1,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations |
|
$ |
79,629 |
|
|
$ |
12,304 |
|
|
$ |
4,038 |
|
|
$ |
95,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at period end |
|
$ |
1,865,465 |
|
|
$ |
423,678 |
|
|
$ |
88,670 |
|
|
$ |
2,377,813 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Consolidated total assets do not reflect the net effect of corporate assets and intercompany eliminations of $661,217,000. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2014 |
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
Consolidated |
|
Net sales |
|
$ |
2,561,279 |
|
|
$ |
1,148,444 |
|
|
$ |
160,372 |
|
|
$ |
3,870,095 |
|
Costs of goods sold |
|
|
2,208,614 |
|
|
|
998,142 |
|
|
|
133,175 |
|
|
|
3,339,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
352,665 |
|
|
|
150,302 |
|
|
|
27,197 |
|
|
|
530,164 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
|
278,121 |
|
|
|
135,819 |
|
|
|
19,433 |
|
|
|
433,373 |
|
Severance and restructuring expenses |
|
|
165 |
|
|
|
684 |
|
|
|
106 |
|
|
|
955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations |
|
$ |
74,379 |
|
|
$ |
13,799 |
|
|
$ |
7,658 |
|
|
$ |
95,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at period end |
|
$ |
1,669,020 |
|
|
$ |
427,663 |
|
|
$ |
86,995 |
|
|
$ |
2,183,678 |
** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** |
Consolidated total assets do not reflect the net effect of corporate assets and intercompany eliminations of $528,070,000. |
We recorded the following pre-tax amounts, by operating segment, for depreciation and amortization in the accompanying consolidated financial
statements (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
North America |
|
$ |
7,555 |
|
|
$ |
7,561 |
|
|
$ |
22,743 |
|
|
$ |
23,605 |
|
EMEA |
|
|
1,651 |
|
|
|
2,063 |
|
|
|
5,018 |
|
|
|
6,393 |
|
APAC |
|
|
219 |
|
|
|
243 |
|
|
|
665 |
|
|
|
650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9,425 |
|
|
$ |
9,867 |
|
|
$ |
28,426 |
|
|
$ |
30,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13. Subsequent Event
Effective October 1, 2015, we acquired BlueMetal Architects, Inc. (BlueMetal), an interactive design and
technology architecture firm based in the Boston area, with offices in Chicago and New York. BlueMetal delivers strategic design, application development, business intelligence solutions and data visualization platforms. BlueMetal has expertise in
the financial services, healthcare, education, government and retail sectors and generated revenue of approximately $25 million during the trailing twelve months ended September 30, 2015. We believe this acquisition strengthens our services
capabilities to bring value to our clients businesses in the area of application design, mobility and big data.
We are in the
process of determining the fair value of net assets acquired, including identifiable intangible assets, which will be recorded in our North America operating segment. We will consolidate the results of operations for BlueMetal beginning on
October 1, 2015, the effective date of the acquisition. We do not believe that our historical results would have been materially affected by the acquisition of BlueMetal.
14
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following
discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.
Quarterly Overview
We
are a leading worldwide technology provider of integrated solutions to business and government clients in North America; Europe, the Middle East, Africa (EMEA); and Asia-Pacific (APAC). Our offerings in North America and
select countries in EMEA include hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are largely software and select software-related services.
In the third quarter, our team delivered double digit sales and gross profit growth in constant currency and controlled discretionary
expenses, which resulted in strong earnings growth year over year. Consolidated net sales of $1.34 billion in the three months ended September 30, 2015 increased 8% compared to net sales reported in the three months ended
September 30, 2014. The strengthening of the U.S. dollar compared to the Euro, British Pound Sterling, Australian dollar and Canadian dollar so far this year has notably affected our U.S. dollar reported results when compared to the same
period last year. Excluding the effects of changes in currency exchange rates, consolidated net sales increased 13% year over year in the third quarter of 2015 compared to the third quarter of 2014, with particularly strong top line growth in our
North America operating segment, where we exceeded $1 billion in revenue during a quarter for only the second time in our operating history. Consolidated gross profit increased 6% year over year to $182.3 million in U.S. dollar terms, up 11%
excluding the effects of foreign currency movements. Gross margin decreased approximately 30 basis points year to year to 13.6%, driven primarily by lower product margin in the hardware category in our North America and EMEA operating segments.
Selling and administrative expenses for the third quarter increased 4% year over year in U.S. dollar terms (up 9% excluding the effects of foreign currency movements). The year over year increase in selling and administrative expenses was
anticipated as a result of investments in sales, technical and services headcount across the business. Our consolidated results of operations for the third quarter of 2015 also include severance expense, net of adjustments, totaling $817,000
compared to $308,000 recorded during the third quarter of 2014 and a non-cash real estate impairment charge of $800,000 during the three months ended September 30, 2015. All of this resulted in a 15% year over year improvement in consolidated
earnings from operations from $28.4 million in the third quarter of 2014 to $32.6 million in the third quarter of 2015. We recognized net non-operating expenses of $593,000, including interest expense and net foreign currency exchange gains, during
the quarter ended September 30, 2015, down from net non-operating expenses of $2.0 million recognized for the quarter ended September 30, 2014. On a consolidated basis, we reported net earnings of $20.8 million and diluted earnings per
share of $0.56 for the third quarter of 2015. This compares to net earnings of $17.4 million and diluted earnings per share of $0.42 for the third quarter of 2014.
Throughout the Quarterly Overview and Results of Operations sections of Managements Discussion and
Analysis of Financial Condition and Results of Operations, we refer to changes in net sales, gross profit and selling and administrative expenses on a consolidated basis and in EMEA and APAC excluding the effects of foreign currency movements.
In computing these change amounts and percentages, we compare the current period amount as translated into U.S. dollars under the applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the
weighted average translation rate for the current period.
Net of tax amounts referenced above were computed using the statutory tax rate
for the taxing jurisdictions in the operating segment in which the related expenses were recorded, adjusted for the effects of valuation allowances on net operating losses in certain jurisdictions.
15
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Details about segment results of operations can be found in Note 12 to the Consolidated
Financial Statements in Part I, Item 1 of this report.
As previously disclosed, our largest software partner made changes to its
channel incentive program beginning in October 2013. The remaining changes are effective as client contracts are scheduled to renew in 2015. We expect the adverse effect of these program changes on gross profit in the software category to be
approximately $8 million for the full year 2015.
Our discussion and analysis of financial condition and results of operations is intended
to assist in the understanding of our consolidated financial statements, including the changes in certain key items in those consolidated financial statements from period to period and the primary factors that contributed to those changes, as well
as how certain critical accounting estimates affect our consolidated financial statements.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles
(GAAP). For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014 and Note 1 to the
Consolidated Financial Statements in Part I, Item 1 of this report. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and
expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit
Committee of our Board of Directors.
There have been no changes to the items disclosed as critical accounting estimates in
Managements Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014.
Results of Operations
The following table sets forth for the periods presented certain financial data as a percentage of net sales for the three and nine months
ended September 30, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Costs of goods sold |
|
|
86.4 |
|
|
|
86.1 |
|
|
|
86.6 |
|
|
|
86.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
13.6 |
|
|
|
13.9 |
|
|
|
13.4 |
|
|
|
13.7 |
|
Selling and administrative expenses |
|
|
11.1 |
|
|
|
11.6 |
|
|
|
11.0 |
|
|
|
11.2 |
|
Severance and restructuring expenses |
|
|
0.1 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations |
|
|
2.4 |
|
|
|
2.3 |
|
|
|
2.4 |
|
|
|
2.5 |
|
Non-operating expense, net |
|
|
0.0 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
2.4 |
|
|
|
2.1 |
|
|
|
2.3 |
|
|
|
2.3 |
|
Income tax expense |
|
|
0.8 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
|
1.6 |
% |
|
|
1.4 |
% |
|
|
1.4 |
% |
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
We experience certain seasonal trends in our sales of information technology hardware,
software and services. Software sales are typically higher in our second and fourth quarters, particularly the second quarter. Business clients, particularly larger enterprise businesses in the U.S., tend to spend more in our fourth quarter, as they
utilize their remaining capital budget authorizations, and less in the first quarter. Sales to the federal government in the U.S. are often stronger in our third quarter, while sales in the state and local government and education markets are
stronger in our second quarter. Sales to public sector clients in the United Kingdom are often stronger in our first quarter. These trends create overall seasonality in our consolidated results such that sales and profitability are expected to be
higher in the second and fourth quarters of the year.
Net Sales. Net sales for the three months ended
September 30, 2015 increased 8% compared to the three months ended September 30, 2014 to $1.34 billion. Net sales for the nine months ended September 30, 2015 increased 3% compared to the nine months ended September 30, 2014 to
$3.99 billion. Excluding the effects of changes in currency exchange rates, consolidated net sales increased 13% year over year in the third quarter of 2015 compared to the third quarter of 2014 and increased 9% year over year in the first nine
months of 2015 compared to the first nine months of 2014. Our net sales by operating segment were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
% |
|
|
Nine Months Ended September 30, |
|
|
% |
|
|
|
2015 |
|
|
2014 |
|
|
Change |
|
|
2015 |
|
|
2014 |
|
|
Change |
|
North America |
|
$ |
1,022,432 |
|
|
$ |
891,345 |
|
|
|
15 |
% |
|
$ |
2,823,791 |
|
|
$ |
2,561,279 |
|
|
|
10 |
% |
EMEA |
|
|
293,635 |
|
|
|
313,644 |
|
|
|
(6 |
%) |
|
|
1,029,103 |
|
|
|
1,148,444 |
|
|
|
(10 |
%) |
APAC |
|
|
26,128 |
|
|
|
32,679 |
|
|
|
(20 |
%) |
|
|
133,011 |
|
|
|
160,372 |
|
|
|
(17 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
1,342,195 |
|
|
$ |
1,237,668 |
|
|
|
8 |
% |
|
$ |
3,985,905 |
|
|
$ |
3,870,095 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales in North America increased 15%, or $131.1 million, for the three months ended September 30,
2015 compared to the three months ended September 30, 2014. Net sales of hardware, software and services increased 14%, 15% and 24%, respectively, year over year. Net sales in the hardware category were up due primarily to increased sales of
client devices and networking products to large enterprise and public sector clients, particularly federal, state and local and K-12 agencies. Net software sales comparisons reflect higher volume, particularly with federal agencies, during the third
quarter of 2015. The increase in services sales was driven by increased technical and consulting services engagements in the third quarter of 2015 compared to the third quarter last year.
Net sales in North America increased 10%, or $262.5 million, for the nine months ended September 30, 2015 compared to the nine months
ended September 30, 2014. Net sales of hardware, software and services increased 10%, 8% and 26%, respectively, year over year. Net sales in the hardware category were up due to increased sales of client devices and networking and server
products to large enterprise and public sector clients. Net software sales comparisons reflect stronger demand for business productivity and security solutions, particularly in the public sector. The increase in services sales was driven by more
consulting services engagements and technical deployments during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.
Net sales in EMEA decreased 6%, or $20.0 million, for the three months ended September 30, 2015 compared to the three months ended
September 30, 2014. Excluding the effects of foreign currency movements, net sales increased 6% compared to the third quarter of last year. Net sales of hardware and software decreased 5% and 8%, respectively, compared to the third quarter of
2014, while net sales of services increased 1% year over year, all in U.S. dollars. Excluding the effects of foreign currency movements, hardware, software and services net sales increased 5%, 8% and 12%, respectively, compared to the third quarter
of last year. The increase in hardware net sales (excluding the effects of foreign currency movements) was due primarily to higher volume in sales with our corporate clients, with year over year increases most notably in the client devices, storage
and networking hardware categories. The increases in software and services net sales (excluding the effects of foreign currency movements) were driven by higher volume of sales of virtualization software and partner delivered third-party services to
new and existing clients across the region, particularly with our service provider clients.
17
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Net sales in EMEA decreased 10%, or $119.3 million, for the nine months ended
September 30, 2015 compared to the nine months ended September 30, 2014. Excluding the effects of foreign currency movements, net sales increased 4% compared to the nine months ended September 30, 2014. Net sales of hardware and
software decreased 7% and 13%, respectively, while net sales of services increased 6% compared to the nine months ended September 30, 2014, all in U.S. dollars. Excluding the effects of foreign currency movements, hardware, software and
services net sales increased 3%, 4% and 22%, respectively, compared to the nine months ended September 30, 2014. The increase in hardware net sales (excluding the effects of foreign currency movements) was due primarily to higher volume in
sales with our corporate and public sector clients, with year over year growth most notably in the server hardware category. The increase in software net sales (excluding the effects of foreign currency movements) was driven by higher volume with
our public sector and service provider clients, primarily for business productivity solutions. The increase in services net sales was due primarily to increased sales of cloud solutions and partner delivered third-party services to new and existing
clients across the region.
Net sales in APAC decreased 20%, or $6.6 million, for the three months ended September 30, 2015 compared
to the three months ended September 30, 2014. Excluding the effects of foreign currency movements, net sales were down 7% compared to the third quarter of last year. The decrease primarily resulted from lower volume with existing clients,
primarily in Hong Kong and China, during the three months ended September 30, 2015 compared to the three months ended September 30, 2014, resulting from slowing economic conditions and mixed sales execution results across the region.
Net sales in APAC decreased 17%, or $27.4 million, for the nine months ended September 30, 2015 compared to the nine months ended
September 30, 2014. Excluding the effects of foreign currency movements, net sales were down 5% compared to the nine months ended September 30, 2014. The decrease primarily resulted from the effect of a higher mix of net-recognized
software maintenance sales, which are recorded net of related costs within the net sales line item of the financial statements, and lower volume to new and existing clients during the nine months ended September 30, 2015 compared to the nine
months ended September 30, 2014, primarily due to weaker market conditions in Australia.
The percentage of net sales by category for
North America, EMEA and APAC were as follows for the three months ended September 30, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
Sales Mix |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Hardware |
|
|
63 |
% |
|
|
63 |
% |
|
|
46 |
% |
|
|
45 |
% |
|
|
13 |
% |
|
|
10 |
% |
Software |
|
|
30 |
% |
|
|
31 |
% |
|
|
51 |
% |
|
|
52 |
% |
|
|
82 |
% |
|
|
86 |
% |
Services |
|
|
7 |
% |
|
|
6 |
% |
|
|
3 |
% |
|
|
3 |
% |
|
|
5 |
% |
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The percentage of net sales by category for North America, EMEA and APAC were as follows for
the nine months ended September 30, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
EMEA |
|
|
APAC |
|
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
Sales Mix |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Hardware |
|
|
61 |
% |
|
|
62 |
% |
|
|
39 |
% |
|
|
38 |
% |
|
|
7 |
% |
|
|
5 |
% |
Software |
|
|
32 |
% |
|
|
32 |
% |
|
|
58 |
% |
|
|
60 |
% |
|
|
90 |
% |
|
|
91 |
% |
Services |
|
|
7 |
% |
|
|
6 |
% |
|
|
3 |
% |
|
|
2 |
% |
|
|
3 |
% |
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit. Gross profit for the three months ended September 30, 2015 increased
6% compared to the three months ended September 30, 2014, with gross margin decreasing approximately 30 basis points to 13.6% for the three months ended September 30, 2015 compared to 13.9% for the three months ended September 30,
2014. For the nine months ended September 30, 2015, gross profit increased 1% compared to the nine months ended September 30, 2014, with gross margin decreasing approximately 30 basis points to 13.4% for the nine months ended
September 30, 2015 compared to 13.7% for the nine months ended September 30, 2014. Excluding the effects of changes in currency exchange rates, consolidated gross profit increased 11% year over year in the third quarter of 2015 compared to
the third quarter of 2014 and increased 6% year over year in the first nine months of 2015 compared to the first nine months of 2014. Our gross profit and gross profit as a percentage of net sales by operating segment were as follows (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
% of Net Sales |
|
|
2014 |
|
|
% of Net Sales |
|
|
2015 |
|
|
% of Net Sales |
|
|
2014 |
|
|
% of Net Sales |
|
North America |
|
$ |
135,998 |
|
|
|
13.3 |
% |
|
$ |
120,214 |
|
|
|
13.5 |
% |
|
$ |
375,730 |
|
|
|
13.3 |
% |
|
$ |
352,665 |
|
|
|
13.8 |
% |
EMEA |
|
|
40,949 |
|
|
|
13.9 |
% |
|
|
44,895 |
|
|
|
14.3 |
% |
|
|
138,575 |
|
|
|
13.5 |
% |
|
|
150,302 |
|
|
|
13.1 |
% |
APAC |
|
|
5,304 |
|
|
|
20.3 |
% |
|
|
6,711 |
|
|
|
20.5 |
% |
|
|
21,174 |
|
|
|
15.9 |
% |
|
|
27,197 |
|
|
|
17.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
182,251 |
|
|
|
13.6 |
% |
|
$ |
171,820 |
|
|
|
13.9 |
% |
|
$ |
535,479 |
|
|
|
13.4 |
% |
|
$ |
530,164 |
|
|
|
13.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Americas gross profit for the three months ended September 30, 2015 increased 13% compared to
the three months ended September 30, 2014. As a percentage of net sales, gross margin decreased approximately 20 basis points to 13.3% for the third quarter of 2015 from 13.5% in the third quarter of 2014. The decrease was primarily
attributable to a net decrease in product margin, which includes vendor funding and freight, of 36 basis points due primarily to hardware margin compression resulting from the business mix transacted during the quarter ended September 30, 2015
compared to the quarter ended September 30, 2014. Additionally, we had a 7 basis point decrease in fees earned on sales of enterprise software agreements compared to last year due to partner program changes. Partially offsetting these decreases
was a 26 basis point improvement in gross margin generated from an increase in higher margin services sales.
North Americas gross
profit for the nine months ended September 30, 2015 increased 7% compared to the nine months ended September 30, 2014. As a percentage of net sales, gross margin for the nine month periods decreased approximately 50 basis points to 13.3%
from 13.8% year to year. The decrease was primarily attributable to a net decrease in product margin of 37 basis points due to business and client mix transacted during the nine months ended September 30, 2015. Additionally, we had a 28 basis
point decrease in fees earned on sales of enterprise software agreements compared to last year due to partner program changes. Partially offsetting these decreases was a 21 basis point improvement in gross margin resulting from an increase in higher
margin services sales.
19
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
EMEAs gross profit decreased 9% in U.S. dollars for the three months ended
September 30, 2015 compared to the three months ended September 30, 2014, due primarily to the unfavorable effects of changes in foreign currency exchange rates year over year. Excluding the effects of foreign currency movements, gross
profit increased 3% compared to the third quarter of last year. Gross margin decreased approximately 40 basis points to 13.9% for the third quarter of 2015 from 14.3% in the third quarter of 2014. Gross margin was negatively affected by a decrease
in gross margin from sales of services of 32 basis points resulting from lower margin projects within certain service practice areas during the three months ended September 30, 2015 and a decrease of 12 basis points due to the relative
contribution to margin of enterprise software agreements compared to last year. Decreases in hardware product margins resulting from competitive pricing pressure and the relative product mix sold year over year were offset by increases in software
product margins and partner funding resulting from changes in the mix and size of deals transacted during the quarter ended September 30, 2015 compared to the quarter ended September 30, 2014.
EMEAs gross profit decreased 8% in U.S. dollars for the nine months ended September 30, 2015 compared to the nine months ended
September 30, 2014, again due primarily to the unfavorable effects of changes in foreign currency exchange rates year over year. Excluding the effects of foreign currency movements, gross profit increased 6% compared to the first nine months of
last year. Gross margin for the nine month periods improved approximately 40 basis points to 13.5% from 13.1% year over year. A net increase in product margin of 26 basis points was driven by increases in software product margins and partner funding
resulting from the mix and size of deals transacted year over year. Additionally, an increase in gross margin from a higher volume of sales of services contributed 14 basis points to the year over year improvement in margin.
APACs gross profit decreased 21% for the three months ended September 30, 2015 compared to the three months ended
September 30, 2014, with gross margin decreasing to 20.3% for the three months ended September 30, 2015 compared to 20.5% for the three months ended September 30, 2014. Excluding the effects of foreign currency movements, gross profit
decreased 5% compared to the third quarter of last year. The decline in gross margin in the third quarter of 2015 compared to the third quarter of 2014 was due primarily to lower fees from enterprise software agreements and a decline in software and
services net sales during the three months ended September 30, 2015 compared to the three months ended September 30, 2014.
APACs gross profit decreased 22% for the nine months ended September 30, 2015 compared to the nine months ended September 30,
2014, with gross margin decreasing to 15.9% for the nine months ended September 30, 2015 compared to 17.0% for the nine months ended September 30, 2014. Excluding the effects of foreign currency movements, gross profit decreased 10%
compared to the first nine months of last year. The year to year decline in gross margin during the nine month period was due primarily to lower fees from enterprise software agreements, due in part to partner program changes, reduced margins on
software sales and a decline in software net sales.
20
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Operating Expenses.
Selling and Administrative Expenses. Selling and administrative expenses increased $5.7 million, or 4%, for the three months
ended September 30, 2015 compared to the three months ended September 30, 2014. For the nine months ended September 30, 2015, selling and administrative expenses increased $4.2 million, or 1%, compared to the nine months ended
September 30, 2014. Excluding the effects of changes in currency exchange rates, consolidated selling and administrative expenses increased 9% year over year in the third quarter of 2015 compared to the third quarter of 2014 and increased 6%
year over year in the first nine months of 2015 compared to the first nine months of 2014. Our selling and administrative expenses as a percent of net sales by operating segment were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
% of Net Sales |
|
|
2014 |
|
|
% of Net Sales |
|
|
2015 |
|
|
% of Net Sales |
|
|
2014 |
|
|
% of Net Sales |
|
North America |
|
$ |
103,793 |
|
|
|
10.2 |
% |
|
$ |
94,382 |
|
|
|
10.6 |
% |
|
$ |
295,228 |
|
|
|
10.5 |
% |
|
$ |
278,121 |
|
|
|
10.9 |
% |
EMEA |
|
|
39,721 |
|
|
|
13.5 |
% |
|
|
42,684 |
|
|
|
13.6 |
% |
|
|
125,232 |
|
|
|
12.2 |
% |
|
|
135,819 |
|
|
|
11.8 |
% |
APAC |
|
|
5,282 |
|
|
|
20.2 |
% |
|
|
6,068 |
|
|
|
18.6 |
% |
|
|
17,136 |
|
|
|
12.9 |
% |
|
|
19,433 |
|
|
|
12.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
148,796 |
|
|
|
11.1 |
% |
|
$ |
143,134 |
|
|
|
11.6 |
% |
|
$ |
437,596 |
|
|
|
11.0 |
% |
|
$ |
433,373 |
|
|
|
11.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Americas selling and administrative expenses increased 10%, or $9.4 million, for the three months
ended September 30, 2015 compared to the three months ended September 30, 2014 but decreased approximately 40 basis points year to year as a percentage of net sales to 10.2%. Salaries and wages and contract labor increased $3.5 million
year over year due to investments in sales and services personnel, and variable compensation increased $2.8 million as a result of improved net sales and gross profit performance year over year.
North Americas selling and administrative expenses increased 6%, or $17.1 million, for the nine months ended September 30, 2015
compared to the nine months ended September 30, 2014 but decreased approximately 40 basis points year to year as a percentage of net sales to 10.5%. Salaries and wages and contract labor increased $11.7 million year over year due to investments
in sales and services personnel, and variable compensation increased $7.7 million as a result of improved net sales and gross profit performance year over year. As discussed in Note 6 to the Consolidated Financial Statements in Part I, Item 1
of this report, our results for the first nine months of 2014 include non-cash charges of $5.2 million compared to an additional non-cash impairment charge of $800,000 recorded in the third quarter of 2015, which affected the year over year
comparison.
EMEAs selling and administrative expenses decreased 7%, or $3.0 million, for the three months ended September 30,
2015 compared to the three months ended September 30, 2014 and decreased approximately 10 basis points year to year as a percentage of net sales to 13.5%. Excluding the effects of foreign currency movements, selling and administrative expenses
increased 5% compared to the third quarter of last year. The increase was primarily driven by higher salaries and wages from investments in sales and services related headcount.
EMEAs selling and administrative expenses decreased 8%, or $10.6 million, for the nine months ended September 30, 2015 compared to
the nine months ended September 30, 2014 but increased approximately 40 basis points year over year as a percentage of net sales to 12.2%. Excluding the effects of foreign currency movements, selling and administrative expenses increased 6%
compared to the first nine months of last year. The increase was primarily driven by the investments in headcount discussed above.
APACs selling and administrative expenses decreased 13%, or $786,000, for the three months ended September 30, 2015 compared to the
three months ended September 30, 2014, increasing approximately 160 basis points year over year as a percentage of net sales to 20.2%. Excluding the effects of foreign currency movements, selling and administrative expenses increased 6%
compared to the third quarter of last year. The year over year increase was primarily driven by higher salaries and wages from investments in headcount.
21
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
APACs selling and administrative expenses decreased 12%, or $2.3 million, for the nine
months ended September 30, 2015 compared to the nine months ended September 30, 2014, increasing approximately 80 basis points year over year as a percentage of net sales to 12.9%. Excluding the effects of foreign currency movements,
selling and administrative expenses increased 2% compared to the first nine months of last year. The year over year increase was primarily driven by higher salaries and wages from investments in headcount, partially offset by lower variable
compensation based on net sales and gross profit performance year to year.
Severance and Restructuring Expenses. During the
three months ended September 30, 2015, North America and EMEA recorded severance expense, net of adjustments, of approximately $618,000 and $199,000, respectively. During the nine months ended September 30, 2015, North America and EMEA
recorded severance expense, net of adjustments, of approximately $873,000 and $1.0 million, respectively. The charges were related to the elimination of certain positions as part of a continuous review of our organizational structure and a
realignment of roles and responsibilities, offset by adjustments for changes in estimates of previous accruals as cash payments were made. Comparatively, during the three months ended September 30, 2014, North America and EMEA recorded
severance expense, net of adjustments, of approximately $102,000 and $209,000, respectively, and APAC recorded a minor reduction of severance expense of $3,000. For the nine months ended September 30, 2014, North America, EMEA and APAC recorded
severance expense, net of adjustments, of approximately $165,000, $684,000 and $106,000, respectively.
Non-Operating (Income)
Expense.
Interest Income. Interest income for the three and nine months ended September 30, 2015 and 2014 was
generated from interest earned on cash and cash equivalent bank balances. The decrease in interest income for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was primarily due to lower interest
rates earned on such balances and to lower average interest-bearing cash and cash equivalent balances during the nine months ended September 30, 2015.
Interest Expense. Interest expense for the three and nine months ended September 30, 2015 and 2014 primarily relates to
borrowings under our financing facilities and imputed interest under our inventory financing facility. Interest expense for the three and nine months ended September 30, 2015 increased 29%, or $468,000, and 21%, or $965,000, respectively,
compared to the three and nine months ended September 30, 2014. This increase was due primarily to higher imputed interest under our inventory financing facility in the 2015 periods. Imputed interest was $1.0 million and $2.6 million for the
three and nine months ended September 30, 2015, respectively, compared to $654,000 and $1.8 million for the three and nine months ended September 30, 2014, respectively. This increase was due to higher outstanding balances during the 2015
periods. For a description of our various financing facilities, see Note 3 to our Consolidated Financial Statements in Part I, Item 1 of this report.
Net Foreign Currency Exchange Gains/Losses. These gains/losses result from foreign currency transactions, including
foreign currency derivative contracts and intercompany balances that are not considered long-term in nature. The change in net foreign currency exchange gains/losses is due primarily to the underlying changes in the applicable exchange rates,
mitigated by our use of foreign exchange forward contracts to partially offset the effects of fluctuations in foreign currencies on certain of our non-functional currency assets and liabilities.
Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our cash management activities.
22
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Income Tax Expense. Our effective tax rate for the three months ended
September 30, 2015 was 35.0% compared to 34.1% for the three months ended September 30, 2014. Our effective tax rate for the nine months ended September 30, 2015 was 37.1% compared to 37.4% for the nine months ended September 30,
2014. The increase in our effective tax rate for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was due primarily to higher losses in certain foreign jurisdictions in 2015, resulting in an
increase in income tax expense as a result of the increase in the valuation allowance for deferred tax assets related to those foreign operating losses. The decrease in our effective tax rate for the nine months ended September 30, 2015
compared to the nine months ended September 30, 2014 was due primarily to lower taxes on earnings in foreign jurisdictions and the recognition of certain tax benefits related to the re-measurement or settlement of specific uncertain tax
positions during the nine months ended September 30, 2015, offset partially by the increase in the valuation allowance related to certain foreign jurisdictions discussed above.
Liquidity and Capital Resources
The following table sets forth certain consolidated cash flow information for the nine months ended September 30, 2015 and 2014 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2015 |
|
|
2014 |
|
Net cash provided by operating activities |
|
$ |
24,642 |
|
|
$ |
47,796 |
|
Net cash used in investing activities |
|
|
(10,804 |
) |
|
|
(7,983 |
) |
Net cash used in financing activities |
|
|
(16,438 |
) |
|
|
(33,406 |
) |
Foreign currency exchange effect on cash and cash equivalent balances |
|
|
(13,790 |
) |
|
|
(6,122 |
) |
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
|
(16,390 |
) |
|
|
285 |
|
Cash and cash equivalents at beginning of period |
|
|
164,524 |
|
|
|
126,817 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
148,134 |
|
|
$ |
127,102 |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Flow
Our primary uses of cash during the nine months ended September 30, 2015 were to fund working capital requirements, to repurchase shares
of our common stock and for capital expenditures. Operating activities provided $24.6 million in cash for the nine months ended September 30, 2015, a 48% decrease from the nine months ended September 30, 2014 due to increased working
capital utilization on improving sales trends this year. During the nine months ended September 30, 2015, we repurchased $91.8 million of our common stock in open market transactions. We had combined net borrowings on our long-term debt
facilities of $24.0 million and net borrowings under our inventory financing facility of $53.7 million during the nine months ended September 30, 2015. Capital expenditures were $10.8 million in the nine months ended September 30, 2015, a
35% increase over the prior year period, reflecting higher IT and facility-related investments year over year. Cash and cash equivalent balances in the nine months ended September 30, 2015 were negatively affected by $13.8 million as a result
of foreign currency exchange rates, compared to a negative effect of $6.1 million in the prior year period.
Net cash provided by
operating activities. Cash flows from operations for the nine months ended September 30, 2015 and 2014 reflect our net earnings, adjusted for non-cash items such as depreciation, amortization, stock-based compensation expense and
write-offs and write-downs of assets, as well as changes in asset and liability balances. In both periods, we anticipated the decreases in accounts receivable and accounts payable due to the seasonal decrease in net sales in the third quarter
compared to the fourth quarter, which results in lower accounts receivable and accounts payable balances as of September 30, compared to December 31. The increases in inventories are primarily attributable to increases in inventory levels
to support specific technical deployment client engagements and hardware sale transactions in transit to clients as of September 30, such that delivery was not deemed to have occurred until the product was received by the client in early
October. The increase in inventory levels in the 2014 period is higher than the 2015 period due to multisite deployments in process as of September 30, 2014. For both periods, the decrease in accrued expenses and other liabilities was primarily
attributable to decreases in accrued VAT and sales taxes as of September 30, compared to December 31, due to the relative timing of related payments. The decrease in the 2014 period was also affected by the reclassification of certain
long-term liabilities to accounts payable as of September 30, 2014, as amounts became payable to partners under their contractual terms.
23
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Our consolidated cash flow operating metrics for the quarters ended September 30, 2015
and 2014 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
|
2014 |
|
Days sales outstanding in ending accounts receivable (DSOs)
(a) |
|
|
76 |
|
|
|
77 |
|
Days inventory outstanding (DIOs) (b) |
|
|
12 |
|
|
|
11 |
|
Days purchases outstanding in ending accounts payable (DPOs)
(c) |
|
|
(61 |
) |
|
|
(58 |
) |
|
|
|
|
|
|
|
|
|
Cash conversion cycle (days) (d) |
|
|
27 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
(a) |
Calculated as the balance of accounts receivable, net at the end of the quarter divided by daily net sales. Daily net sales is calculated as net sales for the quarter divided by 92 days. |
(b) |
Calculated as average inventories (excluding inventories not available for sale) divided by daily costs of goods sold. Average inventories is calculated as the sum of the balances of inventories at the beginning of the
quarter plus inventories at the end of the quarter divided by two. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days. |
(c) |
Calculated as the sum of the balances of accounts payable trade and accounts payable inventory financing facility at the end of the quarter divided by daily costs of goods sold. Daily costs of goods sold
is calculated as costs of goods sold for the quarter divided by 92 days. |
(d) |
Calculated as DSOs plus DIOs, less DPOs. |
Our cash conversion cycle was 27 days in the third
quarter of 2015, down three days from the third quarter of 2014. The decrease resulted primarily from a three day increase in DPOs period to period due to the expanded use of our inventory financing facility during the three months ended
September 30, 2015.
Within the last year, we undertook a project to analyze our older accounts receivable to attempt further
collection action, or where appropriate, to write off such accounts as uncollectible. Since these aged accounts receivable had been fully reserved against, the write off was accomplished through the elimination of the associated allowance, with no
effect on net accounts receivable balances. The reduction of the allowance for doubtful accounts from $19.3 million at December 31, 2014 to $11.6 million at September 30, 2015 was a direct result of the write off of these older fully
reserved accounts receivable as well as an overall improvement in managing the receivables portfolio. The reduction of the reserve during the third quarter of 2015 related to these actions had no effect on our results of operations or cash flow
operating metrics detailed above.
We expect that cash flow from operations will be used, at least partially, to fund working capital as
we typically pay our partners on average terms that are shorter than the average terms we grant to our clients in order to take advantage of supplier discounts. We intend to use cash generated in the remainder of 2015 in excess of working capital
needs to support our capital expenditures for the year and to pay down our debt balances. We also may use cash to fund potential acquisitions to add select capabilities.
Net cash used in investing activities. Capital expenditures were $10.8 million and $8.0 million for the nine months ended
September 30, 2015 and 2014, respectively. We expect capital expenditures for the full year 2015 to be between $10.0 million and $15.0 million, primarily for technology and facility related upgrade projects.
Net cash used in financing activities. During the nine months ended September 30, 2015 and 2014, we repurchased $91.8
million and $29.7 million, respectively, of our common stock in open market transactions. These repurchases were part of programs previously approved by our Board of Directors in October 2013, October 2014 and February 2015. All shares
repurchased were immediately retired. During the nine months ended September 30, 2015, we had net combined borrowings on our long-term debt under our revolving facility and our ABS facility that increased our outstanding debt balance by $24.0
million, and we had net borrowings of $53.7 million under our inventory financing facility during the period. During the nine months ended September 30, 2014, we had net combined repayments on our long-term debt under our revolving facility and
our ABS facility that decreased our outstanding debt balance by $14.5 million, and we had net borrowings of $10.4 million under our inventory financing facility during the period.
24
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under
our revolving facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of the Companys trailing
twelve month net earnings (loss) plus (i) interest expense, excluding non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization and (iv) non-cash
stock-based compensation (adjusted earnings). The maximum leverage ratio permitted under the facilities is 2.75 times trailing twelve-month adjusted earnings. We anticipate that we will be in compliance with our maximum leverage ratio
requirements over the next four quarters. However, a significant drop in the Companys adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below the
Companys consolidated facility maximum amount. Based on the maximum leverage ratio as of September 30, 2015, the Companys aggregate debt balance that could have been outstanding under our revolving facility and our ABS facility was
reduced from the maximum borrowing capacity of $550.0 million to $486.8 million, of which $85.0 million was outstanding at September 30, 2015. Our debt balance as of September 30, 2015 was $86.6 million, including our capital lease
obligation for certain IT equipment and other financing agreements with financial intermediaries to facilitate the purchase of products from certain vendors. As of September 30, 2015, the current portion of our long-term debt relates solely to
our capital lease and other financing obligations.
Our revolving facility and our ABS facility contain various covenants customary for
transactions of this type, including limitations on the payment of dividends and the requirement that we comply with maximum leverage, minimum fixed charge and minimum asset coverage ratio requirements and meet monthly, quarterly and annual
reporting requirements. If we fail to comply with these covenants, the lenders would be able to demand payment within a specified time period. At September 30, 2015, we were in compliance with all such covenants. Further, the terms of the ABS
facility identify various circumstances that would result in an amortization event under the facility that affords the lenders specified remedies upon the occurrence and during the continuation of such an event, including the ability for the lenders
to demand payment within a specified time period. At September 30, 2015, no such amortization event had occurred.
Cash and cash
equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the U.S. We do not provide for U.S. income taxes on the undistributed earnings of those of our foreign subsidiaries where earnings are
reinvested and, in the opinion of management, will continue to be reinvested indefinitely outside of the U.S. As of September 30, 2015, we had approximately $120.9 million in cash and cash equivalents in certain of our foreign subsidiaries
where we consider undistributed earnings of these foreign subsidiaries to be indefinitely reinvested. As of September 30, 2015, the majority of our foreign cash resides in the Netherlands, Canada and Australia. Certain of these cash balances
will be remitted to the U.S. by paying down intercompany payables generated in the ordinary course of business. This repayment would not change our policy to indefinitely reinvest earnings of our foreign subsidiaries. We intend to use undistributed
earnings for general business purposes in the foreign jurisdictions as well as to fund our capital expenditures and potential acquisitions.
We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support
our presently anticipated cash and working capital requirements for operations as well as other strategic investments over the next 12 months. We currently do not intend, nor foresee a need, to repatriate any foreign undistributed earnings. We
expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating cash activities and cash commitments for investing and financing activities, such as capital expenditures and debt repayments,
for at least the next 12 months.
25
INSIGHT ENTERPRISES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Off-Balance Sheet Arrangements
We have entered into off-balance sheet arrangements, which include indemnifications. The indemnifications are discussed in Note 11 to the
Consolidated Financial Statements in Part I, Item 1 of this report and such discussion is incorporated by reference herein. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or
future effect on our business, financial condition or results of operations.
Recently Issued Accounting Standards
The information contained in Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report concerning a description of
recently issued accounting standards which affect or may affect our financial statements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.
Contractual Obligations
There have
been no material changes in our reported contractual obligations, as described under Contractual Obligations in Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital
Resources in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014.
26
INSIGHT ENTERPRISES, INC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Other than the change in our open foreign currency forward contracts reflected below, there have been no material changes in our reported
market risks, as described in Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2014.
The following table summarizes our open foreign currency forward contracts held at September 30, 2015. All U.S. dollar and foreign
currency amounts (Swedish Krona and British Pounds Sterling) are presented in thousands.
|
|
|
|
|
|
|
|
|
Buy |
|
Buy |
|
Buy |
Foreign Currency |
|
SEK |
|
GBP |
|
GBP |
Foreign Amount |
|
20,000 |
|
3,500 |
|
20,000 |
USD Equivalent |
|
$2,382 |
|
$5,391 |
|
$30,310 |
Weighted Average Maturity |
|
Less than 1 month |
|
Less than 1 month |
|
Less than 1 month |
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report, evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and determined that as of September 30, 2015 our disclosure controls and procedures were effective to ensure
that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Change in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Internal Control Over Financial Reporting
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Part II OTHER INFORMATION
Item 1. Legal Proceedings.
For a discussion of legal proceedings, see Legal Proceedings in Note 11 to the Consolidated Financial Statements in
Part I, Item 1 of this report, which section is incorporated by reference herein.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I,
Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form
10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.
27
INSIGHT ENTERPRISES, INC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities during the three months ended September 30, 2015.
We have never paid a cash dividend on our common stock, and we currently do not intend to pay any cash dividends in the foreseeable future.
Our revolving facility and our ABS facility contain restrictions on the payment of cash dividends.
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
(a) Total Number of Shares Purchased |
|
|
(b) Average Price Paid per Share |
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
July 1, 2015 through July 31, 2015 |
|
|
193,682 |
|
|
$ |
30.42 |
|
|
|
193,682 |
|
|
$ |
|
|
August 1, 2015 through August 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 1, 2015 through September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
193,682 |
|
|
$ |
30.42 |
|
|
|
193,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On February 11, 2015, we announced that our Board of Directors had authorized the repurchase of $75
million of our common stock. Repurchases during the quarter ended September 30, 2015, which represented the remaining $5.9 million authorized under the repurchase program, are reflected in the table above. All shares repurchased were retired.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
28
INSIGHT ENTERPRISES, INC.
Item 6. Exhibits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit Number |
|
Filing Date |
|
Filed Herewith |
|
|
|
|
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc. |
|
10-K |
|
000-25092 |
|
3.1 |
|
February 17, 2006 |
|
|
|
|
|
|
|
|
|
3.2 |
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc. |
|
8-K |
|
000-25092 |
|
3.1 |
|
May 21, 2015 |
|
|
|
|
|
|
|
|
|
3.3 |
|
Amended and Restated Bylaws of Insight Enterprises, Inc. |
|
8-K |
|
000-25092 |
|
3.2 |
|
May 21, 2015 |
|
|
|
|
|
|
|
|
|
4.1 |
|
Specimen Common Stock Certificate |
|
S-1 |
|
33-86142 |
|
4.1 |
|
January 20, 1995 |
|
|
|
|
|
|
|
|
|
10.1 |
|
Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as
administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
10.2 |
|
Amendment No. 3 to Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as
administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
10.3 |
|
Amendment to Receivables Purchase Agreement, dated as of October 15, 2015, among Insight Receivables, LLC, Insight Enterprises, Inc., PNC Bank, National Association and Wells Fargo Bank, National Association |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
31.1 |
|
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14 |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
31.2 |
|
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14 |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
32.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
X |
|
|
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Interactive data files pursuant to Rule 405 of Regulation S-T |
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INSIGHT ENTERPRISES, INC.
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.
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Date: October 28, 2015 |
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INSIGHT ENTERPRISES, INC. |
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By: |
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/s/ Kenneth T. Lamneck |
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Kenneth T. Lamneck |
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President and Chief Executive Officer |
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(Duly Authorized Officer) |
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By: |
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/s/ Glynis A. Bryan |
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Glynis A. Bryan |
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Chief Financial Officer |
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(Principal Financial Officer) |
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By: |
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/s/ Dana A. Leighty |
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Dana A. Leighty |
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Vice President, Finance |
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(Principal Accounting Officer) |
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EXHIBIT 10.1
EXECUTION COPY
AMENDMENT
NO. 2 TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is being executed and delivered as of
September 28, 2015 by and among Insight Enterprises, Inc., a Delaware corporation (the Company), Insight Direct (UK) Ltd., a company organized under the laws of England (the UK Borrower), Insight
Enterprises B.V., a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The Netherlands (the Dutch Borrower and, collectively with the Company and the UK Borrower, the
Borrowers), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) under the Credit Agreement described below, and certain of the lenders party to the Credit Agreement.
All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
W I T N E S S E T
H:
WHEREAS, the Borrowers, the Lenders, and the Administrative Agent are party to that certain Third Amended and Restated Credit
Agreement dated as of April 26, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement);
WHEREAS, the Company has requested that the Lenders and the Administrative Agent amend the Credit Agreement in certain respects; and
WHEREAS, the Required Lenders and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:
1. Amendment. Subject to the satisfaction of the condition precedent set forth in Section 2 below, the definition of
Change in Control set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety as follows:
Change in Control means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither
(i) (x) nominated by the board of
directors of the Company, (y) appointed by the board of directors of the Company or (z) approved by the board of directors of the Company for consideration by the shareholders for
election, nor (ii) appointed by directors so nominated, appointed or approved; or (c) the Company shall cease to own and control, directly or indirectly, 100% of the Equity Interests of any European Borrower.
2. Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness
shall be subject to the condition precedent that the Administrative Agent shall have received executed counterparts of this Amendment duly executed and delivered by each Borrower, the Administrative Agent and the Required Lenders.
3. Representation and Warranties. Each Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement as
amended hereby constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the representations and warranties of such Borrower set forth in the Credit
Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been
true and correct in all material respects as of such earlier date) and (iii) no Default has occurred and is continuing on and as of the date hereof.
4. Effect on the Credit Agreement.
(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to this
Agreement, hereunder, hereof, herein or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.
(b) Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as a
waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement nor
any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with its original terms.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
6. Costs and Expenses. The Company agrees to pay all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation, negotiation and execution of this Amendment.
2
7. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.
8. Counterparts. This Amendment may be
executed by one or more of the parties on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile copy or other electronic image (e.g., PDF or
TIF via electronic mail) of any signature hereto shall have the same effect as the original thereof.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.
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INSIGHT ENTERPRISES, INC., |
as the Company |
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By: |
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/s/ Lynn Willden |
Name: |
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Lynn Willden |
Title: |
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SVP, Tax and Treasurer |
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INSIGHT DIRECT (UK), LTD., |
as the UK Borrower |
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By: |
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/s/ Russell Leighton |
Name: |
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Russell Leighton |
Title: |
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SVP, Finance |
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INSIGHT ENTERPRISES B.V., |
as the Dutch Borrower |
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By: |
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/s/ Russell Leighton |
Name: |
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Russell Leighton |
Title: |
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SVP, Finance |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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JPMORGAN CHASE BANK, N.A. |
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By: |
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/s/ Caitlin A. Stewart |
Name: |
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Caitlin Stewart |
Title: |
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Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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WELLS FARGO BANK, NATIONAL ASSOCIATION |
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By: |
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/s/ Ivan Ferraz |
Name: |
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Ivan Ferraz |
Title: |
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Senior Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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BANK OF AMERICA, N.A. |
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By: |
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/s/ Alain Pelanne |
Name: |
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Alain Pelanne |
Title: |
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Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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BBVA COMPASS |
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By: |
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/s/ Nancy Zezza |
Name: |
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Nancy Zezza |
Title: |
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Senior Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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HSBC BANK USA, NATIONAL ASSOCIATION |
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By: |
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/s/ Ilene Hernandez |
Name: |
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Ilene Hernandez, #20514 |
Title: |
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Associate Relationship Manager |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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PNC BANK, NATIONAL ASSOCIATION |
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By: |
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/s/ Philip K. Liebscher |
Name: |
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Philip K. Liebscher |
Title: |
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Senior Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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U.S. BANK NATIONAL ASSOCIATION |
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By: |
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/s/ Matt S. Scullin |
Name: |
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Matt S. Scullin |
Title: |
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Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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BOKF, NA, d/b/a Bank of Arizona |
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By: |
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/s/ James Wessel |
Name: |
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James Wessel |
Title: |
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Senior Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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COMERICA BANK |
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By: |
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/s/ Liz V. Gonzalez |
Name: |
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Liz V. Gonzalez |
Title: |
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Corporate Banking Officer |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. |
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By: |
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/s/ Lillian Kim |
Name: |
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Lillian Kim |
Title: |
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Director |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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THE NORTHERN TRUST COMPANY |
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By: |
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/s/ John Lascody |
Name: |
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John Lascody |
Title: |
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Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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BRANCH BANKING AND TRUST COMPANY |
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By: |
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/s/ Sarah Bryson |
Name: |
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Sarah Bryson |
Title: |
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Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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BANK OF THE WEST |
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By: |
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/s/ Kevin R. Gillette |
Name: |
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Kevin R. Gillette |
Title: |
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Director |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
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NATIONAL BANK OF ARIZONA |
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By: |
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/s/ Sabina Anthony |
Name: |
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Sabina Anthony |
Title: |
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Vice President |
Signature Page to
Amendment No. 2 to Insight Third Amended and Restated Credit Agreement
Exhibit 10.2
AMENDMENT NO. 3 TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this Third Amendment) is effective September 30, 2015 (the
Third Amendment Effective Date), by and among CALENCE LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation and INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a
Reseller and collectively, the Resellers), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (as an individual administrative agent, or as a lender, as the context may require,
CPC), WELLS FARGO CAPITAL FINANCE LLC, a Delaware limited liability company (in its capacity as the collateral agent for the benefit of Holders of Secured Obligations, the Collateral Agent, as syndication agent
and in its capacity as an individual administrative agent, WFCF and, together with CPC, in its capacity as an administrative agent, Administrative Agents), and Lenders party to the Credit Agreement described
below. All capitalized terms used herein without definition have the same meanings as set forth in the Credit Agreement.
WITNESSETH:
WHEREAS, the Resellers, the Lenders and the Administrative Agents are party to the certain Amended and Restated Credit Agreement, dated
as of April 26, 2012 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement and together with this Third Amendment, and as further amended,
restated, replaced and modified from time to time, the Credit Agreement); and
WHEREAS, the Resellers have
requested the Lenders and the Administrative Agents to amend the Existing Credit Agreement to modify, in part, the definition of Change of Control; and
WHEREAS, the Required Lenders and the Administrative Agents have agreed to amend the Existing Credit Agreement pursuant to the terms of
this Third Amendment; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Subject to satisfaction of the conditions set forth in Section 2 below, the parties hereby
agree to amend Exhibit B of the Credit Agreement, Definitions, as follows:
1. The definition of Change of Control is amended
by replacing clause (b) of the definition and replacing same with the following new clause (b):
(b)
occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent Guarantor by Persons who were neither (i) (x) nominated by the board of directors of the Parent Guarantor, (y) appointed by the board
of directors of the Parent Guarantor; or (z) approved by the board of directors of the Parent Guarantor, for consideration by shareholders for election, nor (ii) appointed by directors so nominated, appointed or approved.
2. The following definition is added in the appropriate alphabetical order therein:
Third Amendment Effective Date means September 30, 2015.
SECTION 2. Conditions to Effectiveness. The effectiveness of this Third Amendment is expressly conditioned upon the
receipt by Administrative Agents of executed counterparts of this Third Amendment from each Reseller, the Administrative Agents and the Required Lenders.
SECTION 3. Representations and Warranties. Resellers hereby represent, agree and warrant that (i) this Third Amendment and
the Credit Agreement as amended hereby constitute such Resellers legal, valid and binding obligation and are enforceable against such Reseller in accordance with its respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the representations and
warranties of such Reseller as set forth in the Credit Agreement are true and correct in all material respects (except where such representation and warranty is qualified as to materiality and in such circumstance is true and correct as written) on
and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties were true and correct as of such earlier date), and (iii) no Default
has occurred or is continuing as of the date hereof.
SECTION 4. Effect on the Credit Agreement.
A. Upon the Third Amendment Effective Date, on and after the date hereof, each reference in the Credit Agreement to this
Agreement, hereunder, hereof, herein or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.
B. Except as specifically amended herein, the Credit Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
C. Except as
expressly provided herein, the execution, delivery and effectiveness of this Third Amendment shall neither operate as a waiver of any rights, power or remedy of the Administrative Agents or the Lenders, nor constitute a waiver of any provision of
the Credit Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.
SECTION 5. Loan Document. The parties hereto hereby agree that, at and after the Third Amendment Effective Date, this
Third Amendment shall constitute a Loan Document and the Resellers obligations under this Third Amendment shall constitute Obligations.
SECTION 6. Governing Law. THIS THIRD AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY AND THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Headings. Section headings in this Third Amendment are included herein for convenience of
reference only and shall not constitute a part of this Third Amendment for any other purpose.
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SECTION 8. Counterparts. This Third Amendment may be executed by the parties hereto
in one or more counterparts, each of which taken together shall be deemed to constitute one and the same instrument.
SECTION 9.
Counterpart Facsimile Execution. For purposes of this Third Amendment, a document (or signature page thereto) signed and transmitted by facsimile machine or other electronic transmission, including electronic mail or in .pdf form, is to
be treated as an original document. The signature of any Person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on
an original document. No party hereto may raise the use of a facsimile machine or other form of electronic transmission or the fact that any signature was transmitted through the use of a facsimile machine or other electronic transmission as a
defense to the enforcement of the Credit Agreement, as amended hereby.
SIGNATURES COMMENCE ON NEXT PAGE
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IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate)
have executed this Third Amendment effective as of the Third Amendment Effective Date.
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CALENCE, LLC, |
as Reseller |
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By: |
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/s/ Helen K. Johnson |
Name: |
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Helen K. Johnson |
Title: |
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Senior Vice President |
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INSIGHT DIRECT USA, INC., |
as Reseller |
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By: |
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/s/ Helen K. Johnson |
Name: |
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Helen Johnson |
Title: |
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Senior Vice President |
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INSIGHT PUBLIC SECTOR, INC., |
as Reseller |
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By: |
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/s/ Helen Johnson |
Name: |
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Helen Johnson |
Title: |
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Senior Vice President |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
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CASTLE PINES CAPITAL LLC, |
as Administrative Agent and a Lender; and |
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WELLS FARGO CAPITAL FINANCE, LLC, |
as Administrative Agent and Collateral Agent |
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By: |
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/s/ John Hanley |
Name: |
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John Hanley |
Title: |
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Senior Vice President |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
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BBVA COMPASS, |
as a Lender, |
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By: |
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/s/ Timothy R. Coffey |
Name: |
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Timothy R. Coffey |
Title: |
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Senior Vice President |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
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NATIONAL BANK OF ARIZONA, |
as a Lender, |
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By: |
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/s/ Sabina Anthony |
Name: |
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Sabina Anthony |
Title: |
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Vice President |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
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BOKF, NA d/b/a BANK OF ARIZONA, |
as a Lender, |
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By: |
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/s/ James E. Wessel |
Name: |
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James E. Wessel |
Title: |
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Senior Vice President |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
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COMERICA BANK, |
as a Lender, |
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By: |
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/s/ Liz Gonzalez |
Name: |
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Liz Gonzalez |
Title: |
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Relationship Manager |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
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BANK OF THE WEST, |
as a Lender, |
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By: |
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/s/ Kevin R. Gillette |
Name: |
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Kevin R. Gillette |
Title: |
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Director |
Signature Page to Third Amendment to
Amended and Restated Credit Agreement
EXHIBIT 10.3
Execution Copy
AMENDMENT
THIS AMENDMENT
(this Amendment), dated as of October 15, 2015 (the Effective Date), is entered into among INSIGHT RECEIVABLES, LLC (Insight Receivables), INSIGHT ENTERPRISES, INC.
(Insight, the Servicer or the Performance Guarantor), PNC BANK, NATIONAL ASSOCIATION (a Purchaser), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually (a
Purchaser) and as agent for the Purchasers (in such capacity, the Agent). Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined
below.
WHEREAS, Insight Receivables, the Servicer, the Purchasers and the Agent are parties to that certain
Receivables Purchase Agreement dated as of December 31, 2002 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Receivables Purchase Agreement); and
WHEREAS, the parties to this Amendment wish to amend the Receivables Purchase Agreement on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises set forth above, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION
1. Amendments. Subject to the fulfillment of the conditions precedent set forth in Section 3 below, the Receivables Purchase Agreement is hereby amended as follows:
(a) As new Section 5.1(bb) is hereby added to the Receivables Purchase Agreement which reads as follows:
(bb) Liquidity Coverage Ratio. Seller has not, does not and will not during the term of this Agreement
(i) issue any obligations that (A) constitute asset-backed commercial paper, or (B) are securities required to be registered under the Securities Act of 1933 (the 33 Act) or that may be offered for sale under Rule
144A or a similar exemption from registration under the 33 Act or the rules promulgated thereunder, or (ii) issue any other debt obligations or equity interests other than the Subordinated Notes (as defined in the Receivables Sale Agreement),
the equity interests issued to its parent, or debt obligations substantially similar to the obligations of the Seller under this Agreement that are (A) issued to other banks or asset-backed commercial paper conduits in privately negotiated
transactions, and (B) subject to transfer restrictions substantially similar to the transfer restrictions set forth in this Agreement. Seller further represents and warrants that its assets and liabilities are consolidated with the assets
and liabilities of Insight for purposes of GAAP.
(b) The definition of Charged-Off Receivable in Exhibit I to the Receivables
Purchase Agreement is hereby amended and restated in its entity to read as follows:
Charged-Off Receivable means a Receivable as to which no payment, or part thereof, remains unpaid for more than 90 days from the original due date for such payment: (i) as to which the Obligor thereof
has taken any action, or suffered any event
to occur, of the type described in Section 9.1(d) (as if references to Seller Party therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is
deceased, (iii) which, consistent with the Credit and Collection Policy, would be written off Sellers books as uncollectible, or (iv) which has been identified by Seller as uncollectible.
(c) The definitions of Default Proxy Ratio and Recoveries in Exhibit I to the Receivables Purchase Agreement are
hereby deleted in their entirety.
(d) The definition of Default Ratio in Exhibit I to the Receivables Purchase Agreement is
hereby amended and restated in its entity to read as follows:
Default Ratio means, for any Fiscal
Month, a percentage equal to (a) the greater of (i) zero and (ii) the sum of (A) the Default Proxy Balance as of the last day of such Fiscal Month plus (B) the aggregate Outstanding Balance of all Receivables (other than
Deducted Receivables) that would have been classified during such Fiscal Month as Charged-Off Receivables, divided by (b) the aggregate Outstanding Balance (in each case, at the time of creation) of Receivables (other than Deducted Receivables)
created during the Fiscal Month which ended on the date four (4) Fiscal Months prior to the last day of the current Fiscal Month.
(e) The definition of LMIR in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entity to read
as follows:
LMIR means, for any day, the greater of (a) 0%, and (b) the one-month
Eurodollar Rate for U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page).
(f) The definition of Loss Ratio in Exhibit I to the Receivables Purchase Agreement is hereby amended to delete Default
Proxy Ratio where it appears and to substitute in lieu thereof Default Ratio.
(g) Section 14.1(b)(i) of the
Receivables Purchase Agreement is hereby amended to delete Default Proxy Ratio where it appears.
(h) Section 9.1 (g)(i)
of the Receivables Purchase Agreement is hereby amended to delete 0.5% where it appears and to substitute in lieu thereof 7.00%.
For the avoidance of doubt, to the extent any of the above amendments impacts the data to be reported in a Monthly Report, it is intended to be applicable to
the September 2015 Monthly Report and all subsequent Monthly Reports.
SECTION 2. Representations. Each Seller Party hereby
represents and warrants to the Agent and the Purchasers, as to itself, as of the Effective Date hereof that:
(a) Power and Authority;
Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Amendment, and the performance of its obligations under the Receivables Purchase Agreement as amended hereby are within its corporate or company
powers and
Amendment to RPA
2
authority and have been duly authorized by all necessary corporate or company action on its part. This Amendment has been duly executed and delivered by such Seller Party.
(b) Binding Effect. This Amendment constitutes the legal, valid and binding obligation of such Seller Party enforceable against such
Seller Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
SECTION 3. Conditions Precedent. This
Amendment shall become effective as of the close of business on the Effective Date, subject to the satisfaction of the conditions precedent that (a) each of the representations set forth in Section 2 above is true and correct on and as of
the Effective Date as though made on and as of such date (or, to the extent such representations and warranties specifically relate to an earlier date, that each of such representations and warranties was true, correct and complete in all material
respects on and as of such earlier date), and (b) the Agent shall have received counterparts of this Amendment executed by each of the parties hereto.
SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.
4.1 Upon the effectiveness of this Amendment, (i) each reference in the Receivables Purchase Agreement to this Agreement,
hereunder, hereof, herein or words of like import shall mean and be a reference to the Receivables Purchase Agreement, as amended hereby, and (ii) each reference to the Receivables Purchase Agreement in any
other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.
4.2 Except as specifically amended hereby, the terms and conditions of the Receivables Purchase Agreement shall remain in full force and
effect, and are hereby ratified and confirmed. The Undertaking is also hereby ratified and confirmed.
SECTION 5. Costs and
Expenses. Insight Receivables agrees to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered in
connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent and the Purchasers party hereto as to their respective rights and
responsibilities hereunder and thereunder.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an
executed counterpart of this Amendment by facsimile or other electronic transmission (i.e., pdf or tif) shall be effective as delivery of a manually executed counterpart hereof and deemed an original.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT
LIMITED TO, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.
Amendment to RPA
3
SECTION 8. Section Titles. The section titles contained in this Amendment are and shall be
without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
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Amendment to RPA
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above written.
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INSIGHT RECEIVABLES, LLC |
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BY: |
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INSIGHT RECEIVABLES HOLDING, LLC, its Sole Member |
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By: |
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/s/ Lynn Willden |
Name: |
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Lynn Willden |
Title: |
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SVP, Tax and Treasurer |
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INSIGHT ENTERPRISES, INC., as Servicer and Performance Guarantor |
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By: |
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/s/ Lynn Willden |
Name: |
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Lynn Willden |
Title: |
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SVP, Tax and Treasurer |
Amendment to RPA
5
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PNC BANK, NATIONAL ASSOCIATION |
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By: |
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/s/ Michael Brown |
Name: |
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Michael Brown |
Title: |
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Sr. Vice President |
Amendment to RPA
6
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WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Agent |
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By: |
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/s/ Ryan Tozier |
Name: |
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Ryan Tozier |
Title: |
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Vice President |
Amendment to RPA
7
INSIGHT ENTERPRISES, INC.
Exhibit 31.1
CERTIFICATION
I, Kenneth T. Lamneck,
certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Insight Enterprises, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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Date: October 28, 2015 |
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By: |
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/s/ Kenneth T. Lamneck |
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Kenneth T. Lamneck |
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Chief Executive Officer |
INSIGHT ENTERPRISES, INC.
Exhibit 31.2
CERTIFICATION
I, Glynis A. Bryan,
certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Insight Enterprises, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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Date: October 28, 2015 |
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By: |
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/s/ Glynis A. Bryan |
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Glynis A. Bryan |
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Chief Financial Officer |
INSIGHT ENTERPRISES, INC.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Insight Enterprises, Inc. (the Company) on Form 10-Q for the quarter ended
September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report), we, Kenneth T. Lamneck, Chief Executive Officer of the Company, and Glynis A. Bryan, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
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By: |
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/s/ Kenneth T. Lamneck |
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Kenneth T. Lamneck |
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Chief Executive Officer |
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October 28, 2015 |
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By: |
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/s/ Glynis A. Bryan |
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Glynis A. Bryan |
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Chief Financial Officer |
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October 28, 2015 |
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