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Item 2. Management’s Discussion and Analysis

2024-05-01 compared with 2023-11-01 · 112 added, 183 removed, 158 unchanged (65% of the section changed)

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This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial results, business plans (including statements regarding new products and services we may offer and future expenditures, costs and investments), future liabilities, impairments, competition, and the impact of current macroeconomic conditions on our businesses and results of operations.

Forward-looking statements generally relate to future events or our future financial or operating performance and include statements concerning, among other things, our future financial results, business plans (including statements regarding new products and services we may offer and future expenditures, costs and investments), liabilities, impairment charges, competition, and the expected impact of current macroeconomic conditions on our businesses and results of operations.

In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “anticipates,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These statements reflect our current views with respect to future events and are based on assumptions as of the date of this report.

These statements reflect our current views and are based on assumptions as of the date of this report.

Such assumptions are based upon internal estimates and other analyses of current market conditions and trends, management expectations, plans, and strategies, economic conditions, and other factors.

These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

Such differences may result from actions taken by us, including expense reduction or strategic initiatives (including reductions in force, capital investments and new or expanded product offerings or services), our execution of our business plans (including our inventory management, our cost structure and our management and other personnel decisions) or other business decisions, as well as from developments beyond our control, including

Such differences may result from actions taken by us, including expense reduction or strategic initiatives (including reductions in force, capital investments and new or expanded product offerings or services), the execution of our business plans (including our inventory management, cost structure and management and other personnel decisions) or other business decisions, as well as from developments beyond our control, including

● substantial competition reducing our market share;

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● cyberattacks or the failure to safeguard personal information and our IT systems resulting in liability and harm to our reputation;

● the rate of innovations in the hardware, software and services we offer as well as macroeconomic factors facing the global economy, including disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and changing interest rates have impacted and are expected to continue to impact the level of investment our customers are willing to make in IT products.

Additional factors include those described in our Annual Report on Form 10-K for the year ended December 31, 2022, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our subsequent filings with the Securities and Exchange Commission.

● macroeconomic factors facing the global economy, including disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and changing interest rates reducing the level of investment our customers are willing to make in IT products.

Additional factors include those described in our Annual Report on Form 10-K for the year ended December 31, 2023, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the other subsequent filings we make with the Securities and Exchange Commission from time to time.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances.

You should not place undue reliance on the forward-looking statements.

Unless required by law, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.

We assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made except as required by law.

Unless the context otherwise requires, we use the terms “Connection”, the “Company”, “we”, “us”, and “our” in this Quarterly Report on Form 10-Q to refer to PC Connection, Inc.

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We provide a wide range of IT solutions, from the desktop to the cloud—including computer systems, data center solutions, software and peripheral equipment, networking communications, and other products and accessories that we purchase from manufacturers, distributors, and other suppliers.

Our Technology Solutions Group, or TSG, and state-of-the-art Technology Integration and Distribution Center with ISO 9001:2015 certified technical configuration lab offer end-to-end services related to the design, configuration, and implementation of IT solutions.

Our Technology Solutions Organization, or TSO, and state-of-the-art Technology Integration and Distribution Center with ISO 9001:2015 certified technical configuration lab offer end-to-end services related to the design, configuration, and implementation of IT solutions.

Our team also provides a comprehensive portfolio of managed services and professional services.

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Our GlobalServe offering ensures worldwide coverage for our multinational customers, delivering global procurement solutions through our network of in-country suppliers in over 150 countries.

The “Connection®” brand includes Connection Business Solutions, Connection Enterprise Solutions, and Connection Public Sector Solutions, which provide IT solutions and services to small- to medium-sized businesses, enterprise, and public sector markets.

The “Connection®” brand includes Connection Enterprise Solutions, Connection Business Solutions, and Connection Public Sector Solutions, which provide IT solutions and services to enterprise, small- to medium-sized businesses, and public sector markets.

Financial results for each of our segments are included in the financial statements attached hereto.

We generate sales through (i) outbound telemarketing and field sales contacts by sales representatives focused on the business, educational, healthcare, and government markets, (ii) our websites, and (iii) direct responses from customers responding to our advertising media.

We offer a broad selection of over 460,000 products at competitive prices, including products from vendors like Apple, Cisco Systems, Dell, Dell-EMC, Hewlett-Packard Inc., Hewlett-Packard Enterprise, Lenovo, Microsoft, and VMware, and we partner with more than 2,500 suppliers.

We generate sales through (i) outbound inside sales and field sales contacts by sales representatives focused on the business, educational, healthcare, retail, manufacturing, and government markets, (ii) our websites, and (iii) direct responses from customers responding to our advertising media.

We offer a broad selection of over 460,000 products at competitive prices, including products from vendors like Apple, Cisco, Dell Inc., Hewlett-Packard Inc., Hewlett-Packard Enterprise, Intel, Lenovo, Microsoft Corporation, and VMware, and we partner with more than 2,500 suppliers.

We are able to leverage our state-of-the art logistic capabilities to rapidly ship product to customers.

As a value-added reseller in the IT supply chain, we do not manufacture IT hardware or software.

We are dependent on our suppliers—manufacturers and distributors that historically have sold only to resellers rather than directly to end users.

However, certain manufacturers have, on multiple occasions, sold or attempted to sell directly to our customers, and in some cases, have restricted our ability to sell their products directly to certain customers, thereby attempting to and, in some case successfully, eliminate our role.

As a value-added reseller in the IT supply chain, we do not manufacture IT hardware or software products.

We are dependent on our suppliers—manufacturers and distributors that historically have only sold to resellers rather than directly to end users.

We believe that the success of these direct sales efforts by manufacturers will depend on their ability to meet our customers’ ongoing demands and provide solutions to meet their needs.

We believe more of our customers are seeking out comprehensive and integrated IT solutions, rather than the ability to acquire specific IT products on a one-off basis.

Our advantage is our ability to be product-neutral and provide a broader combination of products, services, and advice tailored to customers’ individual needs.

Our advantage is our ability to be product-neutral and provide a broader combination of products, services, and advice tailored to our customers’ individual needs.

By providing customers with customized solutions from a variety of manufacturers, we believe we can mitigate the negative impact of continued direct sales initiatives from individual manufacturers.

Through the formation of our TSG, we are able to provide customers complete IT solutions, from identifying their needs, to designing, developing, and managing the integration of products and services to implement their IT projects.

Through the formation of our TSO, we are able to provide customers complete IT solutions, from identifying their needs, to designing, developing, and managing the integration of products and services to implement their IT projects.

Such service offerings carry higher margins than traditional product sales.

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We expect these service offerings and technical certifications to continue to play a role in sales generation and gross margin improvements in this competitive environment.

The primary challenges we continue to face in effectively managing our business are (1) increasing our product and service revenues while at the same time improving our gross margin in all three segments, (2) recruiting, retaining, and improving the productivity of our sales and technical support personnel, and (3) effectively controlling our selling, general and administrative, or SG&A, expenses while making investments in our IT systems and solution selling personnel, especially in relation to changing revenue levels.

To support future growth, we are investing in our IT solutions business, which requires the addition of highly skilled service engineers.

The primary challenges we continue to face in effectively managing our business are (1) increasing our product and service revenues while at the same time improving our gross margin in all three segments, (2) recruiting, retaining, and improving the productivity of our sales and technical support personnel, and (3) effectively controlling our selling, general and administrative, or SG&A, expenses while making major investments in our IT systems and solution selling personnel, especially in relation to changing revenue levels.

To support future growth, we have invested and expect to continue to invest in our IT solutions business, which requires the addition of highly skilled service engineers.

Although we expect to realize the ultimate benefit of higher-margin service revenues under this multi-year initiative, we believe that our cost of services will increase as we add additional service engineers.

If our service revenues do not grow enough to offset the cost of these headcount additions, our operating results may be negatively impacted.

Market and economic conditions and technology advances significantly affect the demand for our products and services.

Virtual delivery of software products and advanced Internet technology providing customers enhanced

functionality have substantially increased customer expectations, requiring us to invest on an ongoing basis in our own IT development to meet these new demands.

Market conditions and technology advances significantly affect the demand for our products and services.

Virtual delivery of software products and advanced Internet technology providing customers enhanced functionality have substantially increased customer expectations, requiring us to invest on an ongoing basis in our own IT infrastructure to meet these new demands.

Our investments in IT infrastructure are designed to enable us to operate more efficiently and provide our customers enhanced functionality.

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The following table sets forth information derived from our statements of income expressed as a percentage of net sales for the periods indicated (dollars in millions):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Selling, general and administrative expenses

Income from operations

Net sales of $693.1 million for the third quarter of 2023 reflected a decrease of $82.6 million, or 10.6% compared to the third quarter of 2022.

The decrease was primarily driven by decreases in sales of notebooks/mobility, accessories, software, displays and sound, servers/storage, and desktops of $55.3 million, $25.4 million, $8.8 million, $8.2 million, $4.8 million, and $4.5 million, respectively, as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements.

These decreases were partially offset by an increase in sales of net/com products of $26.8 million.

Gross profit for the third quarter of 2023 decreased year-over-year by $4.7 million, or 3.5%, to $131.9 million as illustrated in the table and discussion beginning on page 19 of this Quarterly Report on Form 10-Q.

Net sales of $632.0 million for the first quarter of 2024 reflected a decrease of $95.5 million, or 13.1% compared to the first quarter of 2023.

The decrease was primarily driven by decreases in sales of notebooks/mobility, software, net/com products, accessories, other hardware/services, and servers/storage of $39.7 million, $20.4 million, $14.7 million, $10.3 million, $8.5 million, and $4.3 million, respectively, as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements.

These decreases were partially offset by an increase in sales of desktops of $1.6 million.

Gross profit for the first quarter of 2024 decreased year-over-year by $4.2 million, or 3.5%, to $118.1 million as illustrated in the table and the discussion beginning on page 19 of this Quarterly Report on Form 10-Q.

Gross margin increased to 18.7% from 16.8% a year ago.

The increase in gross margin was primarily driven by increased net sales of higher margin products, such as software and net/com products, relative to lower margin products, such as notebooks/mobility and desktops.

SG&A expenses decreased year-over-year by $5.1 million, or 4.8%, to $99.8 million.

The decrease in SG&A expenses was primarily driven by decreases in personnel costs, professional fees, and advertising of $2.9 million, $1.1 million, and $0.8 million, respectively.

The increase in gross margin was primarily driven by an increase in the amount of software sales recognized on a net basis.

SG&A expenses increased year-over-year by $1.3 million, or 1.3%, to $104.6 million.

SG&A expenses as a percentage of net sales increased to 16.6% compared to 14.2% a year ago.

The increase in SG&A expenses as a percentage of net sales is primarily due to the decrease in net sales, as discussed above.

Operating income for the third quarter of 2023 increased year-over-year both in dollars and as a percentage of net sales by $0.3 million and 50 basis points, respectively, primarily as a result of the decrease in SG&A expenses discussed above.

Operating income for the first quarter of 2024 decreased year-over-year both in dollars and as a percentage of net sales by $4.7 million and 40 basis points, respectively, primarily as a result of the decrease in gross profit discussed above.

Net Sales Distribution

The following table sets forth our percentage of net sales by segment and product mix:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Segment

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The following table summarizes our gross margin, as a percentage of net sales, over the periods indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Segment

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The following table reflects our SG&A expenses for the periods indicated (dollars in millions):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Personnel costs

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Restructuring and Other Charges

In the first nine months of 2023, we undertook actions to lower our cost structure.

In connection with these initiatives, we incurred restructuring and other charges for the three and nine months ended September 30, 2023 of less

than $0.1 million and $2.7 million, respectively.

These restructuring charges were primarily related to an involuntary reduction in our headquarter workforce and included cash severance and other related termination benefits.

These costs will be paid within a year of termination and any unpaid balances are included in accrued expenses and other liabilities as of September 30, 2023.

There were no restructuring and other charges recorded for the three and nine months ended September 30, 2022.

The Company is currently evaluating additional restructuring activities for the fourth quarter of 2023 and beyond.

There were no restructuring and other charges recorded for the three months ended March 31, 2024.

In the first quarter of 2023, we undertook actions to lower our cost structure.

In connection with these initiatives, we incurred

restructuring and other charges of $0.9 million in the first quarter of 2023, which were primarily related to an involuntary reduction in our headquarter workforce and included cash severance and other related termination benefits.

The Company is currently evaluating additional restructuring activities for the second quarter of 2024 and beyond.

Year-Over-Year Comparisons

In this section and elsewhere in this Quarterly Report on Form 10-Q we refer to changes in year-over-year results.

Unless context otherwise requires, such references refer to changes between the three months ended September 30, 2023 and the three months ended September 30, 2022;

and changes between the nine months ended September 30, 2023 and the nine months ended September 30, 2022.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

Unless context otherwise requires, such references refer to changes between the three months ended March 31, 2024 and the three months ended March 31, 2023.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Changes in net sales and gross profit by segment are shown in the following table (dollars in millions):

Three Months Ended September 30,

Three Months Ended March 31,

Enterprise Solutions

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Public Sector Solutions

Net sales decreased for the third quarter of 2023 compared to the third quarter of 2022, as explained by the year-over-year changes discussed below:

Net sales decreased for the first quarter of 2024 compared to the first quarter of 2023, as explained by the year-over-year changes discussed below:

● Net sales of $282.6 million for the Enterprise Solutions segment reflect a decrease of $31.3 million, or 10.0%.

The decrease in net sales is primarily due to decreases in net sales of accessories, software, desktops, displays and sound, notebooks/mobility, and servers/storage of $13.6 million, $7.8 million, $4.2 million, $3.8 million, $3.4 million, and $2.7 million, respectively.

These decreases were partially offset by an increase in net sales of net/com products of $6.1 million.

The decrease in net sales is primarily due to decreases in net sales of notebooks/mobility, software, and accessories of $24.1 million, $12.1 million, and $6.1 million, respectively.

These decreases were partially offset by increases in net sales of desktops and displays and sound of $7.9 million and $4.5 million, respectively.

● Net sales of $255.9 million for the Business Solutions segment reflect a decrease of $17.2 million, or 6.3%.

The decrease in net sales is primarily due to decreases in net sales of notebooks/mobility, accessories, displays and sound, desktops, other hardware/services, and software of $37.9 million, $6.7 million, $4.1 million, $3.5 million, $2.4 million, and $2.1 million, respectively.

These decreases were partially offset by an increase in net sales of net/com products of $10.9 million.

The decrease in net sales is primarily due to decreases in net sales of net/com products, software, notebooks/mobility, servers/storage, other hardware/services, and displays and sound of $6.5 million, $3.9 million, $2.8 million, $2.7 million, $1.4 million, and $1.1 million, respectively.

These decreases were partially offset by an increase in net sales of accessories of $1.6 million.

● Net sales of $93.5 million for the Public Sector Solutions segment reflect a decrease of $47.0 million, or 33.4%.

Sales to state and local government and educational institutions decreased by $9.2 million, or 7.0%, compared to the prior year quarter, while sales to the federal government increased by $2.3 million, or 9.5%.

The decrease in net sales is primarily due to decreases in net sales of notebooks/mobility and accessories of $14.1 million and $5.2 million, respectively, partially offset by increases in net sales of net/com products and desktops of $9.8 million and $3.2 million, respectively.

Gross profit for the third quarter of 2023 decreased year-over-year, while gross margin for the third quarter of 2023 increased year-over-year, as explained by the year-over-year changes discussed below:

● Gross profit for the Enterprise Solutions segment decreased primarily due to the decrease in net sales as discussed in the preceding paragraph.

Sales to the federal government decreased by $39.5 million, or 69.1%, compared to the prior year quarter, and sales to state and local government and educational institutions decreased by $7.5 million, or 9.0%.

The decrease in net sales is primarily due to decreases in net sales across all product categories, most notably notebooks/mobility, net/com products, other hardware/services, accessories, desktops, and software of $12.9 million, $7.7 million, $6.4 million, $5.9 million, $5.7 million, and $4.4 million, respectively.

The decrease is also attributable to two large federal projects that were fulfilled in the first quarter of 2023 that did not repeat.

Gross profit for the first quarter of 2024 decreased year-over-year, while gross margin for the first quarter of 2024 increased year-over-year, as explained by the year-over-year changes discussed below:

● Gross profit for the Enterprise Solutions segment remained substantially the same year-over-year.

Gross margin increased by 170 basis points primarily due to an increase in the amount of software sales recognized on a net basis.

● Gross profit for the Business Solutions segment remained substantially the same year-over-year.

Gross margin increased by 330 basis points primarily due to a shift in product mix to higher-margin sales of software, net/com products, and services within other hardware/services as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements and the product mix table on page 18 of this Quarterly Report on Form 10-Q .

The increase is also attributable to an increase in the amount of software sales recognized on a net basis.

● Gross profit for the Public Sector Solutions segment remained substantially the same year-over-year.

Gross margin increased by 60 basis points primarily due to a shift in product mix to higher-margin sales of net/com products, software, servers within servers/storage, and services within other hardware/services as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements and the product mix table on page 18 of this Quarterly Report on Form 10-Q .

Selling, general and administrative expenses for the third quarter of 2023 decreased in dollars but increased as a percentage of net sales compared to the third quarter of 2022.

Gross margin increased by 170 basis points primarily due to an increase in the amount of software sales recognized on a net basis.

● Gross profit for the Public Sector Solutions segment decreased by $5.3 million primarily due to the decrease in net sales as discussed in the preceding paragraph.

Gross margin increased by 150 basis points primarily due to an increase in the amount of software sales recognized on a net basis.

Selling, general and administrative expenses for the first quarter of 2024 increased both in dollars and as a percentage of net sales compared to the first quarter of 2023.

SG&A expenses attributable to our three segments and the remaining unallocated Headquarters/Other group expenses are summarized in the table below (dollars in millions):

Three Months Ended September 30,

Three Months Ended March 31,

Enterprise Solutions

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Headquarters/Other, unallocated

● SG&A expenses for the Enterprise Solutions segment decreased year-over-year in dollars but increased as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily attributable to decreases in personnel costs and use of shared Headquarter services of $1.8 million and $1.1 million, respectively.

SG&A expenses as a percentage of net sales were 11.9% for the Enterprise Solutions segment for the third quarter of 2023, which reflects an increase of 20 basis points and is primarily due to the decrease in net sales, as discussed above.

● SG&A expenses for the Business Solutions segment decreased year-over-year in dollars but increased as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily driven by decreases in use of shared Headquarter services and advertising costs of $1.4 million and $0.9, respectively.

SG&A expenses as a percentage of net sales were 15.5% for the Business Solutions segment for the third quarter of 2023, which reflects an increase of 160 basis points and is primarily due to the decrease in net sales, as discussed above .

● SG&A expenses for the Enterprise Solutions segment increased year-over-year both in dollars and as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily attributable to an increase in use of shared Headquarter services of $3.2 million, partially offset by a decrease in personnel costs of $1.9 million.

SG&A expenses as a percentage of net sales were 13.0% for the Enterprise Solutions segment for the first quarter of 2024, which reflects an increase of 170 basis points and is primarily due to the decrease in net sales discussed above.

● SG&A expenses for the Business Solutions segment increased year-over-year both in dollars and as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily attributable to increases in use of shared Headquarter services and advertising costs of $0.8 million and $0.6 million, respectively, partially offset by a decrease in personnel costs of $0.6 million.

SG&A expenses as a percentage of net sales were 17.4% for the Business Solutions segment for the first quarter of 2024, which reflects an increase of 150 basis points and is primarily due to the decrease in net sales discussed above .

● SG&A expenses for the Public Sector Solutions segment remained substantially the same year-over-year in dollars but increased as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily driven by a $0.7 million decrease in use of shared Headquarter services, partially offset by a $0.6 million increase in personnel costs related to investments in resources to strengthen our sales organization.

SG&A expenses as a percentage of net sales were 14.1% for the Public Sector Solutions segment for the third quarter of 2023, which reflects an increase of 60 basis points and is primarily due to the decrease in net sales, as discussed above .

● SG&A expenses for the Headquarters/Other group increased year-over-year by $0.2 million primarily due to increases in unallocated Headquarter overhead costs and service contracts/subscriptions of $3.1 million and $0.4 million, respectively.

These increases were partially offset by decreases in personnel costs and professional fees of $2.2 million, and $1.0 million, respectively.

The year-over-year change in SG&A dollars was primarily attributable to a $0.4 million increase in use of shared Headquarter services, partially offset by a $0.5 million decrease in personnel costs.

SG&A expenses as a percentage of net sales were 21.7% for the Public Sector Solutions segment for the first quarter of 2024, which reflects an increase of 730 basis points and is primarily due to the decrease in net sales discussed above .

● SG&A expenses for the Headquarters/Other group decreased year-over-year by $1.3 million primarily due to a decrease in unallocated Headquarter overhead costs of $4.4 million, partially offset by increases in personnel costs and service contracts/subscriptions of $2.4 million and $1.0 million, respectively.

The Headquarters/Other group provides services to the three segments in areas such as finance, distribution center, human resources, IT, marketing, and product management.

Most of the operating costs associated with such corporate Headquarters services are charged to the segments based on their estimated allocation usage of the underlying services.

Restructuring and other charges for the third quarter of 2023 were less than $0.1 million, which were primarily related to an involuntary reduction in our headquarter workforce and included cash severance and other related termination benefits.

There were no such charges incurred for the third quarter of 2022.

Income from operations for the third quarter of 2023 increased to $32.0 million, compared to $31.7 million for the third quarter of 2022, primarily due to a decrease in SG&A expenses.

Income from operations as a percentage of net sales was 4.6% for the third quarter of 2023, compared to 4.1% for the prior year quarter, primarily due to a 4.8% decrease in SG&A expenses.

Other income, net for the third quarter of 2023 increased to $2.7 million, compared to $0.3 million for the third quarter of 2022, primarily due to an increase in interest income resulting from higher cash balances and interest rates.

Income taxes.

Our provision for income taxes for the third quarter of 2023 was $9.1 million, compared to $8.8 million for the third quarter of 2022, primarily due to the increase in other income, net.

Our effective tax rate was 26.3% for the quarter ended September 30, 2023, compared to 27.6% for the quarter ended September 30, 2022.

Net income for the third quarter of 2023 increased to $25.6 million, compared to $23.2 million for the third quarter of 2022, primarily due to the $2.4 million increase in other income, net.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Changes in net sales and gross profit by segment are shown in the following table (dollars in millions):

Nine Months Ended September 30,

Enterprise Solutions

Business Solutions

Public Sector Solutions

Gross Profit:

Enterprise Solutions

Business Solutions

Public Sector Solutions

Net sales decreased for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, as explained by the year-over-year changes discussed below:

● Net sales of $877.7 million for the Enterprise Solutions segment reflect a decrease of $112.1 million, or 11.3%.

The decrease in net sales is primarily due to decreases in net sales of notebooks/mobility, desktops, accessories, and displays and sound of $40.2 million, $38.0 million, $30.6 million, and $24.6 million, respectively.

These decreases were partially offset by increases in net sales of net/com products, software, and other hardware/services of $8.9 million, $6.4 million, and $4.7 million, respectively.

● Net sales of $803.2 million for the Business Solutions segment reflect a decrease of $161.4 million, or 16.7%.

The decrease in net sales is primarily due to decreases in net sales of notebooks/mobility, displays and sound,

accessories, desktops, software, servers/storage, and other hardware/services of $108.5 million, $21.4 million, $19.3 million, $13.0 million, $8.2 million, $6.1 million, and $5.7 million, respectively.

These decreases were partially offset by an increase in net sales of net/com products of $20.8 million.

● Net sales of $473.3 million for the Public Sector Solutions segment reflect an increase of $35.2 million, or 8.1%.

Sales to state and local government and educational institutions decreased by $7.0 million, or 1.9%, while sales to the federal government increased by $42.3 million, or 56.5%.

The increase in net sales is primarily due to increases in net sales of net/com products, other hardware/services, software, and desktops of $30.7 million, $9.1 million, $8.3 million, and $4.3 million, respectively.

These increases were partially offset by decreases in notebooks/mobility, accessories, and displays and sound of $12.1 million, $3.9 million, and $2.9 million, respectively.

Gross profit for the nine months ended September 30, 2023 decreased year-over-year, while gross margin for the nine months ended September 30, 2023 increased year-over-year, as explained by the year-over-year changes discussed below:

● Gross profit for the Enterprise Solutions segment decreased primarily due to the decrease in net sales as discussed in the preceding paragraph.

Gross margin decreased by 20 basis points primarily due to a few low-margin customer contracts, which was partially offset by an increase in the amount of software sales recognized on a net basis, as well as increases in sales of higher-margin net/com products and servers/storage during the nine months ended September 30, 2023 as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements and the product mix table on page 18 of this Quarterly Report on Form 10-Q.

● Gross profit for the Business Solutions segment decreased primarily due to the decrease in net sales as discussed in the preceding paragraph.

Gross margin increased by 310 basis points primarily due to a shift in product mix to higher-margin sales of software, net/com products, and services within other hardware/services as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements and the product mix table on page 18 of this Quarterly Report on Form 10-Q .

The increase is also attributable to an increase in the amount of software sales recognized on a net basis.

● Gross profit for the Public Sector Solutions segment increased primarily due to the increase in net sales as discussed in the preceding paragraph.

Gross margin increased by 10 basis points primarily due to a shift in product mix to higher-margin sales of software, net/com products, and services within other hardware/services as shown in the table in Note 2 “Revenue” in the Notes to our Unaudited Condensed Consolidated Financial Statements and the product mix table on page 18 of this Quarterly Report on Form 10-Q .

Selling, general and administrative expenses for the nine months ended September 30, 2023 decreased in dollars but increased as a percentage of net sales compared to the nine months ended September 30, 2022.

SG&A expenses attributable to our three segments and the remaining unallocated Headquarters/Other group expenses are summarized in the table below (dollars in millions):

Nine Months Ended September 30,

Enterprise Solutions

Business Solutions

Public Sector Solutions

Headquarters/Other, unallocated

● SG&A expenses for the Enterprise Solutions segment decreased year-over-year in dollars but increased as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily attributable to decreases in personnel costs, use of Headquarter services, and bad debt expense of $2.4 million, $0.9 million, and $0.9 million, respectively.

These decreases were partially offset by an increase in advertising costs of $1.9 million.

SG&A expenses as a percentage of net sales were 11.7% for the Enterprise Solutions segment for the nine

months ended September 30, 2023, which reflects an increase of 100 basis points and is primarily due to the decrease in net sales, as discussed above.

● SG&A expenses for the Business Solutions segment decreased year-over-year in dollars but increased as a percentage of net sales.

The year-over-year change in SG&A dollars was primarily driven by decreases in advertising costs and use of Headquarter services of $1.7 million and $1.2 million, respectively.

These decreases were partially offset by an increase in personnel costs of $2.5 million related to investments in resources to strengthen our sales organization.

SG&A expenses as a percentage of net sales were 15.9% for the Business Solutions segment for the nine months ended September 30, 2023, which reflects an increase of 260 basis points and is primarily due to the decrease in net sales, as discussed above .

● SG&A expenses for the Public Sector Solutions segment increased year-over-year in dollars but decreased as a percentage of net sales.

The increase in SG&A dollars was primarily driven by a $3.7 million increase in personnel costs related to investments in resources to strengthen our sales organization.

SG&A expenses as a percentage of net sales were 13.3% for the Public Sector Solutions segment for the nine months ended September 30, 2023, which reflects a decrease of 20 basis points and is primarily due to the increase in net sales, as discussed above .

● SG&A expenses for the Headquarters/Other group decreased year-over-year by $1.1 million primarily due to decreases in professional fees, other expenses, and personnel costs of $2.2 million, $2.2 million, and $1.5 million, respectively.

These decreases were partially offset by increases in unallocated Headquarter overhead costs, service contracts/subscriptions, and depreciation and amortization of $2.8 million, $1.1 million, and $0.8 million, respectively.

Restructuring and other charges for the nine months ended September 30, 2023 were $2.7 million, which were primarily related to an involuntary reduction in our headquarter workforce and included cash severance and other related termination benefits.

There were no such charges incurred for the nine months ended September 30, 2022.

Income from operations for the nine months ended September 30, 2023 decreased to $75.2 million, compared to $96.6 million for the nine months ended September 30, 2022, primarily due to a decrease in gross profit.

Income from operations as a percentage of net sales was 3.5% for the nine months ended September 30, 2023, compared to 4.0% for the nine months ended September 30, 2022, primarily due to a 4.9% decrease in gross profit.

Other income, net for the nine months ended September 30, 2023 increased to $5.8 million, compared to $0.3 million for the nine months ended September 30, 2022, primarily due to an increase in interest income resulting from higher cash balances and interest rates.

Restructuring and other charges were not incurred in the first quarter of 2024.

The charges incurred in the first quarter of 2023 were $0.9 million, which were primarily related to expenses incurred in connection with the involuntary reduction in our headquarter workforce and included cash severance and other related termination benefits.

Income from operations for the first quarter of 2024 decreased to $13.5 million, compared to $18.1 million for the first quarter of 2023, primarily due to the decreases in net sales and gross profit discussed above.

Income from operations as a percentage of net sales was 2.1% for the first quarter of 2024, compared to 2.5% for the prior year quarter, primarily due to the decrease in net sales discussed above.

Interest income, net for the first quarter of 2024 increased to $4.6 million, compared to $1.3 million for the first quarter of 2023, primarily due to an increase in interest income of $3.3 million as a result of higher cash equivalent balances and interest rates on short-term investments.

Income taxes.

Our provision for income taxes for the nine months ended September 30, 2023 was $21.6 million, compared to $26.6 million for the nine months ended September 30, 2022, primarily due to the decrease in operating income.

Our effective tax rate was 26.6% for the nine months ended September 30, 2023, compared to 27.4% for the nine months ended September 30, 2022.

Net income for the nine months ended September 30, 2023 decreased to $59.5 million, compared to $70.4 million for the nine months ended September 30, 2022, primarily due to the $21.4 million, or 22.2%, decrease in operating income.

Our provision for income taxes for the first quarter of 2024 decreased to $4.9 million, compared to $5.2 million for the first quarter of 2023.

Our effective tax rate increased to 27.0% for the quarter ended March 31, 2024, compared to 26.8% for the quarter ended March 31, 2023, primarily due to changes in state tax rates.

Net income for the first quarter of 2024 decreased to $13.2 million, compared to $14.2 million for the first quarter of 2023, primarily due to a $4.6 million decrease in income from operations, partially offset by a $3.3 million increase in interest income, net.

Liquidity and Capital Resources

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We have historically used and expect to use in the future those funds to meet our capital requirements, which consist primarily of working capital for operational needs, capital expenditures for computer equipment and software used in our business, repurchases of our common stock for treasury, dividend payments, and as opportunities arise, possible acquisitions of new businesses.

We believe that funds generated from operations, short-term investments, and the available credit under our credit facility will be sufficient to finance our working capital, capital expenditures, and other requirements for at least the next

twelve calendar months.

We believe that funds generated from operations, short-term investments, and the available capacity under our credit facility will be sufficient to finance our working capital, capital expenditures, and other requirements for at least the next twelve calendar months and beyond such twelve calendar month period.

Our investments in IT systems and infrastructure are designed to enable us to operate more efficiently and to provide our customers enhanced functionality.

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● Cash and Cash Equivalents .

At September 30, 2023, we had $240.5 million in cash and cash equivalents.

As of March 31, 2024, we had $147.6 million in cash and cash equivalents.

● Short-term Investments .

At September 30, 2023, we had $48.9 million in short-term investments.

As of March 31, 2024, we had $204.4 million in short-term investments.

● Cash Generated from Operations .

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● Credit Facility.

As of September 30, 2023, no borrowings were outstanding under our $50.0 million credit facility, which is available until March 31, 2025.

Accordingly, our entire line of credit was available for borrowing as of September 30, 2023.

As of March 31, 2024, no borrowings were outstanding under our $50.0 million credit facility, which is available until March 31, 2025.

Accordingly, our entire line of credit was available for borrowing as of March 31, 2024.

This maximum borrowing capacity under our credit facility can be increased, at our option, to up to $80.0 million for approved acquisitions or other uses authorized by the bank.

Borrowings are, however, limited by certain minimum collateral and earnings requirements, as described more fully below.

As of September 30, 2023, we were in compliance with all of the covenants under our credit facility.

As of March 31, 2024, we were in compliance with the covenants of our credit facility.

Our ability to continue funding our planned growth, both internally and externally, is dependent upon our ability to generate sufficient cash flow from operations or to obtain additional funds through equity or debt financing, or from other sources of financing, as may be required.

While we do not anticipate needing any additional sources of financing to fund our operations at this time, if demand for IT products declines, or our customers are materially adversely impacted by the developing macroeconomic trends characterized by inflation and increased interest rates, our cash flows from operations may be substantially affected.

While we do not anticipate needing any additional sources of financing to fund our operations at this time, if demand for IT products declines, or our customers are materially adversely impacted

by the developing macroeconomic trends characterized by inflation and increased interest rates, our cash flows from operations may be substantially affected.

A summary of 2024 dividend activity for our common stock is as follows:

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March 15, 2024

August 2, 2023

August 15, 2023

September 1, 2023

On November 1, 2023, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.08 per share.

The dividend will be paid on December 1, 2023 to all stockholders of record as of the close of business on November 14, 2023.

On May 1, 2024, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.10 per share.

The dividend will be paid on May 29, 2024 to all stockholders of record as of the close of business on May 14, 2024.

The declaration and payment of any future dividends is at the discretion of our Board of Directors and will depend upon our financial position, strategic plans, general business conditions and any other factors deemed relevant by our Board of Directors.

Summary of Sources and Uses of Cash

Cash flows from operating, investing and financing activities for the nine months ended September 30, 2023 and 2022, as reflected in our Unaudited Condensed Consolidated Statements of Cash Flows included in Item 1 of this Quarterly Report on Form 10-Q, are summarized in the following table (in millions):

Nine Months Ended September 30,

Cash flows from operating, investing and financing activities for the three months ended March 31, 2024 and 2023, as reflected in our Unaudited Condensed Consolidated Statements of Cash Flows included in Item 1 of this Quarterly Report on Form 10-Q, are summarized in the following table (in millions):

Three Months Ended March 31,

Net cash provided by operating activities

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Increase in cash and cash equivalents

Cash provided by operating activities was $185.7 million for the nine months ended September 30, 2023.

Cash provided by operating activities resulted primarily from $59.5 million of net income and a $66.4 million decrease in

An increase in accounts payable of $31.6 million, a decrease in accounts receivable of $20.9 million, and other non-cash activities added back to income of $17.3 million, including $9.5 million of depreciation and amortization and $5.4 million of stock-based compensation expense, also contributed to the positive inflow of cash for the nine months ended September 30, 2023.

These inflows were partially offset by an increase in prepaid expenses, income tax receivable, and other current assets of $9.6 million.

The decrease in inventory was primarily due to a decrease in the amount of inventory we purchased, combined with the delivery of inventory held associated with the continued fulfillment of orders in backlog during the first nine months of 2023.

The increase in accounts payable was primarily driven by the timing of payments.

Cash provided by operating activities was $57.3 million for the three months ended March 31, 2024.

Cash provided by operating activities resulted primarily from $13.2 million of net income and a $79.3 million decrease in accounts receivable.

An increase in accrued expenses and other liabilities of $6.0 million and depreciation and amortization added back to net income of $3.3 million also contributed to the positive inflow of cash for the three months ended March 31, 2024.

These inflows were partially offset by a decrease in accounts payable of $45.1 million.

The decrease in accounts receivable was primarily driven by the timing of receipts, combined with decreased levels of business activity.

For the nine months ended September 30, 2022, cash provided by operating activities resulted primarily from net income adjusted for non-cash charges of $86.1 million, partially offset by increases in accounts receivable and inventory of $41.8 million and $6.8 million, respectively, as well as a decrease in accounts payable of $23.3 million.

The decrease in accounts payable was primarily driven by the timing of payments.

For the three months ended March 31, 2023, cash provided by operating activities resulted primarily from net income adjusted for non-cash charges of $19.5 million, a decrease in inventory of $9.4 million, and increases in accounts payable and accrued expenses and other liabilities of $5.9 million and $2.5 million, respectively, partially offset by increases in accounts receivable and prepaid expenses and other current assets of $11.5 million and $6.2 million, respectively.

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average.

Components of our cash conversion cycle are as follows:

September 30,

Days of sales outstanding (DSO) (1)

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(3) Represents the accounts payable balance at the end of the quarter divided by average daily cost of sales for the same three-month period.

The cash conversion cycle decreased to 51 days at September 30, 2023, compared to 63 days at September 30, 2022.

The increase in DSO is primarily a function of netted products recorded in accounts receivable on a gross basis, while the revenue is recorded on a net basis.

The decrease in DIO is consistent with the decrease in inventory for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

The increase in DPO is consistent with the decrease in cost of sales for the quarter ended September 30, 2023 compared to the quarter ended September 30, 2022.

Cash used in investing activities for the nine months ended September 30, 2023 represents $48.7 million of purchases of U.S.

The cash conversion cycle decreased to 53 days for the quarter ended March 31, 2024, compared to 65 days for the quarter ended March 31, 2023.

The decrease in DSO is primarily due to improved collections.

The decrease in DIO is consistent with the decrease in inventory for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

The increase in DPO is consistent with the decrease in cost of sales for the quarter ended March 31, 2024 compared to the quarter ended March 31, 2023.

Cash used in investing activities for the three months ended March 31, 2024 consisted of $100.0 million of purchases of U.S.

Government treasury securities, $50.0 million of maturities of U.S.

Government treasury securities, and $1.6 million of purchases of property and equipment.

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In the prior year period, we made similar property and equipment investments of $1.9 million.

Cash used in financing activities for the nine months ended September 30, 2023 consisted of $70.9 million of aggregate borrowings and repayments, $5.4 million of treasury purchases, $6.3 million of dividend payments, $0.5 million of issuances of stock under the Employee Stock Purchase Plan, and $0.9 million payments of payroll taxes on stock-based compensation through shares withheld.

In the prior year period, financing activities primarily consisted of $0.8 million payments of payroll taxes on stock-based compensation through shares withheld.

Cash used in financing activities for the three months ended March 31, 2024 consisted of $8.3 million of aggregate borrowings and repayments, $0.2 million of treasury purchases, $2.6 million of dividend payments, and $0.2 million payments of payroll taxes on stock-based compensation through shares withheld.

In the prior year period, financing activities primarily consisted of $3.4 million of treasury purchases, $2.1 million of dividend payments, and $0.2 million payments of payroll taxes on stock-based compensation through shares withheld.

Debt Instruments, Contractual Agreements, and Related Covenants

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For more information about the restrictive covenants in our credit facility, see “Factors Affecting Sources of Liquidity” below.

more information about our obligations, commitments, and contingencies, see our condensed consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q .

For more information about our obligations, commitments, and contingencies, see our condensed consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q .

Credit Facility.

Our credit facility extends until March 2025 and is collateralized by our accounts receivable.

As of September 30, 2023, our borrowing capacity under the credit facility was up to $50.0 million.

Amounts outstanding under this facility bear interest at the greatest of (i) the prime rate (8.50% at September 30, 2023), (ii) the federal funds effective rate plus 0.50% per annum, and (iii) the daily BSBY Rate, plus 1.00% per annum, provided that the rate shall at no time be less than 0% per annum.

In addition, we have the ability to increase our borrowing capacity under the credit facility by up to an additional $30.0 million provided that we meet certain additional borrowing requirements and obtain the consent of the administrative agent.

As of March 31, 2024, our borrowing capacity under the credit facility was up to $50.0 million.

Amounts outstanding under this facility bear interest at the greatest of (i) the prime rate (8.50% at March 31, 2024), (ii) the federal funds effective rate plus 0.50% per annum, and (iii) the daily BSBY Rate, plus 1.00% per annum, provided that the rate shall at no time be less than 0% per annum.

In addition, we have the ability to increase our borrowing capacity under the credit facility up to an additional $30.0 million provided that we meet certain additional borrowing requirements and obtain the consent of the administrative agent.

Our credit facility is subject to certain covenant requirements which are described below under “Factors Affecting Sources of Liquidity”.

We did not have any borrowings outstanding under the credit facility as of September 30, 2023.

We did not have any borrowings outstanding under the credit facility as of March 31, 2024.

Cash receipts are automatically applied against any outstanding borrowings.

Any excess cash on account may either remain on account to generate earned credits to offset up to 100% of cash management fees, or may be invested in short-term qualified investments.

Borrowings under the credit facility are classified as current in our condensed consolidated balance sheet.

As of September 30, 2023, the entire $50.0 million facility was available for borrowing.

Borrowings under the credit facility are classified as current in our condensed consolidated balance sheets.

As of March 31, 2024, the entire $50.0 million facility was available for borrowing.

Operating Leases.

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Certain leases require us to pay real estate taxes, insurance, and common area maintenance charges.

Properties” in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding our operating leases.

Factors Affecting Sources of Liquidity

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Our credit facility extends until March 2025 and is collateralized by our accounts receivable.

As of September 30, 2023, the entire $50.0 million facility was available for borrowing.

Our credit facility contains certain financial ratios and operational covenants and other restrictions (including restrictions on additional debt, guarantees, and other distributions, investments, and liens) with which we and all of our subsidiaries must comply.

As of March 31, 2024, the entire $50.0 million facility was available for borrowing.

Our credit facility contains certain financial ratios and operational covenants and other restrictions (including restrictions on additional debt, guarantees,

and other distributions, investments, and liens) with which we and all of our subsidiaries must comply.

Any failure to comply with these covenants would constitute a default and could prevent us from borrowing additional funds under this line of credit.

This line of credit contains two financial tests:

● The funded debt ratio (defined as the average outstanding advances under the line for the quarter, divided by the consolidated trailing twelve months Adjusted EBITDA for the trailing four quarters) must not be more than 2.0 to 1.0.

We did not have any outstanding borrowings under our credit facility as of September 30, 2023, and accordingly, the funded debt ratio did not limit potential borrowings as of September 30, 2023.

This credit facility contains two financial tests:

● The funded debt ratio (defined as the average outstanding advances under the line for the quarter, divided by the consolidated trailing twelve months Adjusted EBITDA) must not be more than 2.0 to 1.0.

Such amount was calculated as 0.0 to 1.0 for the three months ended March 31, 2024, and accordingly, the funded debt ratio did not limit potential borrowings as of March 31, 2024.

Future decreases in our consolidated trailing twelve months Adjusted EBITDA could limit our potential borrowings under the line of credit.

● Minimum consolidated net worth (defined as our consolidated total assets less our consolidated total liabilities) must be at least $346.7 million, plus 50% of consolidated net income for each quarter, beginning with the quarter ended December 31, 2016 (loss quarters not counted).

Such amount was calculated as $591.2 million at September 30 , 2023, whereas our actual consolidated stockholders’ equity at that date was $819.2 million.

Such amount was calculated as $609.6 million at March 31, 2024 , whereas our actual consolidated stockholders’ equity at that date was $852.7 million.

Capital Markets.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis