INSIGHT ENTERPRISES INC 10-Q

Item 1. Financial Statements. INSIGHT ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (unaudited) June 30, 2020 December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 153,866 $ 114,668 Accounts receivable, net of allowance for doubtful accounts of $ 13,017 and $ 10,762 , respectively 2,677,564 2,511,383 Inventories 212,980 190,833 Other current assets 220,080 231,148 Total current assets 3,264,490 3,048,032 Property and equipment, net of accumulated depreciation and amortization of $ 241,826 and $ 236,330 , respectively 127,490 130,907 Goodwill 415,897 415,149 Intangible assets, net of accumulated amortization of $ 93,462 and $ 73,492 , respectively 261,254 278,584 Other assets 272,347 305,507 $ 4,341,478 $ 4,178,179 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable—trade $ 1,796,918 $ 1,275,957 Accounts payable—inventory financing facilities 261,133 253,676 Accrued expenses and other current liabilities 371,401 352,204 Current portion of long-term debt 1,509 1,691 Total current liabilities 2,430,961 1,883,528 Long-term debt 435,955 857,673 Deferred income taxes 43,880 44,633 Other liabilities 223,326 232,027 3,134,122 3,017,861 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.01 par value, 3,000 shares authorized; no shares issued — — Common stock, $ 0.01 par value, 100,000 shares authorized; 35,070 shares at June 30, 2020 and 35,263 shares at December 31, 2019 issued and outstanding 351 353 Additional paid-in capital 354,431 357,032 Retained earnings 900,950 841,097 Accumulated other comprehensive loss – foreign currency translation adjustments ( 48,376 ) ( 38,164 ) Total stockholders’ equity 1,207,356 1,160,318 $ 4,341,478 $ 4,178,179 See accompanying notes to consolidated financial statements. 1 INSIGHT ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net sales: Products $ 1,672,933 $ 1,594,335 $ 3,521,249 $ 3,061,007 Services 295,802 241,686 591,537 460,480 Total net sales 1,968,735 1,836,021 4,112,786 3,521,487 Costs of goods sold: Products 1,517,947 1,458,916 3,188,185 2,796,224 Services 126,399 101,656 274,876 201,342 Total costs of goods sold 1,644,346 1,560,572 3,463,061 2,997,566 Gross profit 324,389 275,449 649,725 523,921 Operating expenses: Selling and administrative expenses 242,580 199,489 511,443 390,552 Severance and restructuring expenses 7,010 680 9,154 1,050 Acquisition and integration related expenses 611 3,163 2,077 3,163 Earnings from operations 74,188 72,117 127,051 129,156 Non-operating (income) expense: Interest expense, net 10,219 4,335 22,045 8,887 Other (income) expense, net 1,098 346 ( 465 ) 1,396 Earnings before income taxes 62,871 67,436 105,471 118,873 Income tax expense 16,486 17,438 25,125 29,548 Net earnings $ 46,385 $ 49,998 $ 80,346 $ 89,325 Net earnings per share: Basic $ 1.32 $ 1.40 $ 2.29 $ 2.50 Diluted $ 1.32 $ 1.38 $ 2.27 $ 2.47 Shares used in per share calculations: Basic 35,060 35,772 35,147 35,691 Diluted 35,260 36,111 35,453 36,107 See accompanying notes to consolidated financial statements. 2 INSIGHT ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net earnings $ 46,385 $ 49,998 $ 80,346 $ 89,325 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 7,619 ( 290 ) ( 10,212 ) 1,625 Total comprehensive income $ 54,004 $ 49,708 $ 70,134 $ 90,950 See accompanying notes to consolidated financial statements. 3 INSIGHT ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) Common Stock Treasury Stock Additional Paid-in Accumulated Other Comprehensive Retained Total Stockholders' Shares Par Value Shares Amount Capital Loss Earnings Equity Balances at March 31, 2019 35,761 $ 358 — $ — $ 321,606 $ ( 39,738 ) $ 743,992 $ 1,026,218 Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes 20 — — — ( 25 ) — — ( 25 ) Stock-based compensation expense — — — — 3,682 — — 3,682 Foreign currency translation adjustments, net of tax — — — — — ( 290 ) — ( 290 ) Net earnings — — — — — — 49,998 49,998 Balances at June 30, 2019 35,781 $ 358 — $ — $ 325,263 $ ( 40,028 ) $ 793,990 $ 1,079,583 Balances at March 31, 2020 35,049 $ 350 — $ — $ 351,648 $ ( 55,995 ) $ 854,566 $ 1,150,569 Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes 21 1 — — ( 49 ) — ( 1 ) ( 49 ) Stock-based compensation expense — — — — 2,832 — — 2,832 Foreign currency translation adjustments, net of tax — — — — — 7,619 — 7,619 Net earnings — — — — — — 46,385 46,385 Balances at June 30, 2020 35,070 $ 351 — $ — $ 354,431 $ ( 48,376 ) $ 900,950 $ 1,207,356 Common Stock Treasury Stock Additional Paid-in Accumulated Other Comprehensive Retained Total Stockholders' Shares Par Value Shares Amount Capital Loss Earnings Equity Balances at December 31, 2018 35,482 $ 355 — $ — $ 323,622 $ ( 41,653 ) $ 704,665 $ 986,989 Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes 299 3 — — ( 6,156 ) — — $ ( 6,153 ) Stock-based compensation expense — — — — 7,797 — — $ 7,797 Foreign currency translation adjustments, net of tax — — — — — 1,625 — $ 1,625 Net earnings — — — — — — 89,325 $ 89,325 Balances at June 30, 2019 35,781 $ 358 — $ — $ 325,263 $ ( 40,028 ) $ 793,990 $ 1,079,583 Balances at December 31, 2019 35,263 $ 353 — $ — $ 357,032 $ ( 38,164 ) $ 841,097 $ 1,160,318 Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes 252 3 — — ( 5,339 ) — ( 1 ) ( 5,337 ) Stock-based compensation expense — — — — 7,241 — — 7,241 Repurchase of treasury stock — — ( 445 ) ( 25,000 ) — — — ( 25,000 ) Retirement of treasury stock ( 445 ) ( 5 ) 445 25,000 ( 4,503 ) — ( 20,492 ) - Foreign currency translation adjustments, net of tax — — — — — ( 10,212 ) — ( 10,212 ) Net earnings — — — — — — 80,346 80,346 Balances at June 30, 2020 35,070 $ 351 — $ — $ 354,431 $ ( 48,376 ) $ 900,950 $ 1,207,356 See accompanying notes to consolidated financial statements. 4 INSIGHT ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2020 2019 Cash flows from operating activities: Net earnings $ 80,346 $ 89,325 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 34,623 17,626 Provision for losses on accounts receivable 6,570 2,346 Non-cash stock-based compensation 7,241 7,797 Deferred income taxes ( 1,464 ) 1,180 Amortization of debt discount 8,002 - Other adjustments 2,829 2,350 Changes in assets and liabilities: Increase in accounts receivable ( 182,511 ) ( 354,717 ) Increase in inventories ( 26,647 ) ( 33,359 ) Decrease (increase) in other assets 46,088 ( 93,714 ) Increase in accounts payable 529,742 448,682 (Decrease) increase in accrued expenses and other liabilities ( 7,290 ) 95,022 Net cash provided by operating activities 497,529 182,538 Cash flows from investing activities: Proceeds from sale of assets held for sale 14,218 — Purchases of property and equipment ( 14,494 ) ( 10,584 ) Acquisitions, net of cash and cash equivalents acquired ( 6,406 ) ( 3,362 ) Net cash used in investing activities ( 6,682 ) ( 13,946 ) Cash flows from financing activities: Borrowings on senior revolving credit facility — 89,936 Repayments on senior revolving credit facility — ( 89,936 ) Borrowings on ABL revolving credit facility, net of initial lender fees 1,381,179 — Repayments on ABL revolving credit facility ( 1,807,421 ) — Borrowings on accounts receivable securitization financing facility — 1,919,500 Repayments on accounts receivable securitization financing facility — ( 2,068,500 ) Net borrowings (repayments) under inventory financing facilities 7,457 ( 43,240 ) Repurchases of common stock ( 25,000 ) — Other payments ( 6,791 ) ( 6,757 ) Net cash used in financing activities ( 450,576 ) ( 198,997 ) Foreign currency exchange effect on cash, cash equivalents and restricted cash balances ( 814 ) ( 183 ) Increase (decrease) in cash, cash equivalents and restricted cash 39,457 ( 30,588 ) Cash, cash equivalents and restricted cash at beginning of period 116,297 144,293 Cash, cash equivalents and restricted cash at end of period $ 155,754 $ 113,705 See accompanying notes to consolidated financial statements. 5 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation and Rece ntly Issued Accounting Standards We empower organizations of all sizes with Intelligent Technology Solutions TM and services to maximize the business value of Information Technology (“IT”) in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked global provider of digital innovation, cloud/data center transformation, connected workforce, and supply chain optimization solutions, we help clients innovate and optimize their operations to run smarter. Our 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 certain countries in EMEA and APAC include hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments consist of largely software and certain 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 June 30, 2020 and our results of operations for the three and six months ended June 30, 2020 and 2019 and cash flows for the six months ended June 30, 2020 and 2019. The consolidated balance sheet as of December 31, 2019 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 SEC 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, 2019. Our results of operations include the results of PCM, Inc. (“PCM”) from its acquisition date of August 30, 2019 and vNext from its acquisition date of February 28, 2020 . 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. 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. 6 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Recently Issued Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2019-12, “Simplifying the Accounting for Income Taxes.” The new standard is intended to simplify various aspects of accounting for income taxes by removing specific exceptions and amending certain requirements. The new standard is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. We do not expect this new standard to have a material effect on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses.” The new standard is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held at each reporting date. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” The new standard update provides changes for how a company considers expected recoveries and contractual extensions or renewal options when estimating expected credit losses. In November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” The new standard update provides amendments to the reporting of expected recoveries. We adopted these new standards as of January 1, 2020. The adoption of these new standards did not have a material effect on our consolidated financial statements. There have been no other material changes in 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, 2019 that affect or may affect our current financial statements. 2 . Sales Recognition In the following table, revenue is disaggregated by our reportable operating segments, which are primarily defined by their related geographies, as well as by major product offering, by major client group and by recognition on either a gross basis as a principal in the arrangement, or on a net basis as an agent, for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, 2020 North America EMEA APAC Consolidated Major Offerings Hardware $ 1,023,970 $ 153,255 $ 6,834 $ 1,184,059 Software 286,202 186,781 15,891 488,874 Services 228,975 51,981 14,846 295,802 $ 1,539,147 $ 392,017 $ 37,571 $ 1,968,735 Major Client Groups Large Enterprise / Corporate $ 1,023,562 $ 273,147 $ 16,102 $ 1,312,811 Small and Medium-Sized Businesses 332,384 13,178 15,562 361,124 Public Sector 183,201 105,692 5,907 294,800 $ 1,539,147 $ 392,017 $ 37,571 $ 1,968,735 Revenue Recognition based on acting as Principal or Agent in the Transaction Gross revenue recognition (Principal) $ 1,451,922 $ 359,206 $ 31,063 $ 1,842,191 Net revenue recognition (Agent) 87,225 32,811 6,508 126,544 $ 1,539,147 $ 392,017 $ 37,571 $ 1,968,735 7 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Three Months Ended June 30, 2019 North America EMEA APAC Consolidated Major Offerings Hardware $ 935,792 $ 142,951 $ 9,979 $ 1,088,722 Software 289,874 190,086 25,653 505,613 Services 179,841 46,137 15,708 241,686 $ 1,405,507 $ 379,174 $ 51,340 $ 1,836,021 Major Client Groups Large Enterprise / Corporate $ 1,071,611 $ 281,013 $ 16,785 $ 1,369,409 Small and Medium-Sized Businesses 177,515 19,818 19,459 216,792 Public Sector 156,381 78,343 15,096 249,820 $ 1,405,507 $ 379,174 $ 51,340 $ 1,836,021 Revenue Recognition based on acting as Principal or Agent in the Transaction Gross revenue recognition (Principal) $ 1,338,948 $ 347,336 $ 43,284 $ 1,729,568 Net revenue recognition (Agent) 66,559 31,838 8,056 106,453 $ 1,405,507 $ 379,174 $ 51,340 $ 1,836,021 Six Months Ended June 30, 2020 North America EMEA APAC Consolidated Major Offerings Hardware $ 2,152,456 $ 328,224 $ 14,580 $ 2,495,260 Software 591,365 387,863 46,761 1,025,989 Services 469,707 94,816 27,014 591,537 $ 3,213,528 $ 810,903 $ 88,355 $ 4,112,786 Major Client Groups Large Enterprise / Corporate $ 2,184,310 $ 565,435 $ 29,127 $ 2,778,872 Small and Medium-Sized Businesses 718,460 30,920 29,216 778,596 Public Sector 310,758 214,548 30,012 555,318 $ 3,213,528 $ 810,903 $ 88,355 $ 4,112,786 Revenue Recognition based on acting as Principal or Agent in the Transaction Gross revenue recognition (Principal) $ 3,052,436 $ 751,465 $ 76,817 $ 3,880,718 Net revenue recognition (Agent) 161,092 59,438 11,538 232,068 $ 3,213,528 $ 810,903 $ 88,355 $ 4,112,786 8 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Six Months Ended June 30, 2019 North America EMEA APAC Consolidated Major Offerings Hardware $ 1,684,129 $ 314,476 $ 16,497 $ 2,015,102 Software 611,953 373,234 60,718 1,045,905 Services 351,866 81,639 26,975 460,480 $ 2,647,948 $ 769,349 $ 104,190 $ 3,521,487 Major Client Groups Large Enterprise / Corporate $ 2,048,452 $ 541,620 $ 30,092 $ 2,620,164 Small and Medium-Sized Businesses 345,998 40,320 32,848 419,166 Public Sector 253,498 187,409 41,250 482,157 $ 2,647,948 $ 769,349 $ 104,190 $ 3,521,487 Revenue Recognition based on acting as Principal or Agent in the Transaction Gross revenue recognition (Principal) $ 2,521,026 $ 714,501 $ 91,150 $ 3,326,677 Net revenue recognition (Agent) 126,922 54,848 13,040 194,810 $ 2,647,948 $ 769,349 $ 104,190 $ 3,521,487 The following table provides information about receivables and contract liabilities as of June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, 2020 2019 Current receivables, which are included in “Accounts receivable, net” $ 2,677,564 $ 2,511,383 Non-current receivables, which are included in “Other assets” 107,386 154,417 Contract liabilities, which are included in “Accrued expenses and other current liabilities” and “Other liabilities” 91,483 84,814 C hanges in the contract liabilities balances during the six months ended June 30, 2020 are as follows (in thousands): Increase (Decrease) Contract Liabilities Balances at December 31, 2019 $ 84,814 Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied ( 32,682 ) Cash received in advance and not recognized as revenue 39,351 Balances at June 30, 2020 $ 91,483 The following table includes estimated net sales related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2020 that are expected to be recognized in the future (in thousands): Services Remainder of 2020 $ 81,917 2021 50,477 2022 22,765 2023 and thereafter 14,398 Total remaining performance obligations $ 169,557 9 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) With the exception of remaining performance obligations associated with our OneCall Support Services contracts which are included in the table above regardless of original duration, r emaining performance obligations that have original expected durations of one year or less are not included in the table above. Amounts not included in the table above have an average original expected duration of eight months. Additionally, for our time and material services contracts, whereby we have the right to consideration from a client in an amount that corresponds directly with the value to the client of our performance completed to date, we recognized revenue in the amount to which we have a right to invoice as of June 30, 2020 and do not disclose information about related remaining performance obligations in the table above. Our time and material contracts have an average expected duration of 20 months. The majority of our backlog historically has been and continues to be open cancelable purchase orders. We do not believe that backlog as of any particular date is predictive of future results, therefore we do not include performance obligations under open cancelable purchase orders, which do not qualify for revenue recognition, in the table above. 3. Assets Held for Sale During 2019, we completed the purchase of real estate in Chandler, Arizona that we intend to use as our global corporate headquarters. During the fourth quarter of 2019, properties in Tempe, Arizona, El Segundo and Santa Monica, California and Woodbridge, Illinois were classified as held for sale, for approximately $ 68,916,000 , which is included in other current assets in the accompanying consolidated balance sheet as of June 30, 2020, as we look to sell current properties in preparation for our move to Chandler. During the first quarter of 2020, we completed the sale of our property in Irvine, California for approximately $ 14,218,000 . 4 . 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 (“RSUs”). A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net earnings $ 46,385 $ 49,998 $ 80,346 $ 89,325 Denominator: Weighted average shares used to compute basic EPS 35,060 35,772 35,147 35,691 Dilutive potential common shares due to dilutive RSUs, net of tax effect 200 339 306 416 Weighted average shares used to compute diluted EPS 35,260 36,111 35,453 36,107 Net earnings per share: Basic $ 1.32 $ 1.40 $ 2.29 $ 2.50 Diluted $ 1.32 $ 1.38 $ 2.27 $ 2.47 For the three and six months ended June 30, 2020, 400,000 and 243,000 , respectively, of our RSUs 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. There were 1,000 and 83,000 anti-dilutive RSUs for the three and six months ended June 30, 2019, respectively. 10 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 5 . Debt, Inventory Financing Facilities, Finance Leases and Other Financing Obligations Debt Our long-term debt consists of the following (in thousands): June 30, 2020 December 31, 2019 ABL revolving credit facility $ 144,000 $ 570,706 Convertible senior notes due 2025 290,551 284,836 Finance leases and other financing obligations 2,913 3,822 Total 437,464 859,364 Less: current portion of long-term debt ( 1,509 ) ( 1,691 ) Long-term debt $ 435,955 $ 857,673 On August 30, 2019, we entered into a credit agreement (the “credit agreement”) providing for a senior secured revolving credit facility (the “ABL facility”), which has an aggregate U.S. dollar equivalent maximum borrowing amount of $ 1,200,000,000 , including a maximum borrowing capacity that could be used for borrowing in certain foreign currencies of $ 150,000,000 . While the ABL facility has a stated maximum amount, the actual availability under the ABL facility is limited by specified percentages of eligible accounts receivable and certain eligible inventory, in each case as set forth in the credit agreement. From time to time and at our option, we may request to increase the aggregate amount available for borrowing under the ABL facility by up to an aggregate of the U.S. dollar equivalent of $ 500,000,000 , subject to customary conditions, including receipt of commitments from lenders. The ABL facility is guaranteed by certain of our material subsidiaries and is secured by a lien on certain of our assets and certain of each other borrower’s and each guarantor’s assets. The interest rates applicable to borrowings under the ABL facility are based on the average aggregate excess availability under the ABL facility as set forth on a pricing grid in the credit agreement. The ABL facility matures on August 30, 2024 . As of June 30, 2020, eligible accounts receivable and inventory were sufficient to permit access to the full $ 1,200,000,000 facility amount, of which $ 144,000,000 was outstanding. The ABL facility contains customary affirmative and negative covenants and events of default. If a default occurs (subject to customary grace periods and materiality thresholds) under the credit agreement, certain actions may be taken, including, but not limited to, possible termination of commitments and required payment of all outstanding principal amounts plus accrued interest and fees payable under the credit agreement. Convertible Senior Notes due 2025 On August 15, 2019, we issued $ 300,000,000 aggregate principal amount of convertible senior notes (the “notes”) that mature on February 15, 2025 . On August 23, 2019, we issued an additional $ 50,000,000 aggregate principal amount of the notes pursuant to the exercise in full by the initial purchasers of the notes of their option to purchase additional notes. The notes bear interest at an annual rate of 0.75 % payable semiannually, in arrears, on February 15 th and August 15 th of each year. The notes are general unsecured obligations of Insight and are guaranteed on a senior unsecured basis by Insight Direct USA, Inc., a wholly owned subsidiary of Insight. Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2024, under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 11 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price of our common stock per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, the holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of our common stock or a combination of the two, at our discretion. The conversion rate will initially be 14.6376 shares of common stock per $ 1,000 principal amount of notes (equivalent to an initial conversion price of approximately $ 68.32 per share of common stock). The conversion rate is subject to change in certain circumstances and will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date or following our issuance of a notice of redemption, the conversion rate is subject to an increase for a holder who elects to convert their notes in connection with those events or during the related redemption period in certain circumstances. If we undergo a fundamental change, the holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of June 30, 2020, none of the criteria for a fundamental change or a conversion rate adjustment had been met. The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 6,788,208 . We may redeem for cash all or any portion of the notes, at our option, on or after August 20, 2022 if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the then outstanding principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. The notes are subject to certain customary events of default and acceleration clauses. As of June 30, 2020, no such events have occurred. The notes consist of the following balances reported within the consolidated balance sheet as of June 30, 2020 (in thousands): Liability: Principal $ 350,000 Less: debt discount and issuance costs, net of accumulated accretion ( 59,449 ) Net carrying amount $ 290,551 Equity, net of deferred tax $ 44,731 12 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The remaining life of the debt discount and issuance cost accretion is approximately 4.625 years. The effective interest rate on the liability component of the notes is 4.325 %. I nterest expense resulting from the notes reported within the consolidated statement of operations for the three and six months ended June 30, 2020 is made up of contractual coupon interest, amortization of debt discount and amortization of debt issuance costs. Convertible Note Hedge and Warrant Transaction In connection with the issuance of the notes, we entered into certain convertible note hedge and warrant transactions (the “Call Spread Transactions”) with respect to the Company’s common stock. The convertible note hedge consists of an option to purchase up to 5,123,160 common stock shares at a price of $ 68.32 per share. The hedge expires on February 15, 2025 and can only be concurrently executed upon the conversion of the notes. We paid approximately $ 66,325,000 for the convertible note hedge transaction. Additionally, we sold warrants to purchase 5,123,160 shares of common stock at a price of $ 103.12 per share. The warrants expire on May 15, 2025 and can only be exercised at maturity. The Company received aggregate proceeds of approximately $ 34,440,000 for the sale of the warrants. The Call Spread Transactions have no effect on the terms of the notes and reduce potential dilution by effectively increasing the initial conversion price of the notes to $ 103.12 per share of the Company’s common stock. Inventory Financing Facilities During the first quarter of 2020, we increased our maximum availability for vendor purchases under our unsecured inventory financing facility with MUFG Bank Ltd (“MUFG”) from $ 200,000,000 to $ 240,000,000 . We also have an unsecured inventory financing facility with Wells Fargo Capital Finance, LLC (“Wells Fargo”) with an aggregate availability for vendor purchases under the facility of $ 250,000,000 . As of June 30, 2020, our combined inventory financing facilities had a total maximum capacity of $ 490,000,000 , of which $ 261,133,000 was outstanding. The inventory financing facilities will remain in effect until they are terminated by any of the parties. If balances are not paid within stated vendor terms, they will accrue interest at prime plus 2.00 % or prime plus 1.25 % with respect to the MUFG facility and Wells Fargo facility, respectively. Amounts outstanding under these facilities are classified separately as accounts payable – inventory financing facilities in the accompanying consolidated balance sheets and within cash flows from financing activities in the accompanying consolidated statements of cash flows. On July 6, 2020, we entered into a new unsecured inventory financing facility with a subsidiary of PNC Bank, N.A. (“PNC”), which replaced the Wells Fargo facility. See Note 13 for additional information regarding our PNC facility. Finance Lease and Other Financing Obligations From time to time, we enter into finance leases and other financing agreements with financial intermediaries to facilitate the purchase of products from certain vendors . The current and long-term portions of our finance leases and other financing obligations are included in the current and long-term portions of long-term debt in the table above and in our consolidated balance sheets as of June 30, 2020 and December 31, 2019. See Note 6 for additional information. 13 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 6 . Leases We lease office space, distribution centers, land, vehicles and equipment. Lease agreements with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at our sole discretion. Some agreements also include options to purchase the leased property. The estimated life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table provides information about the financial statement classification of our lease balances reported within the consolidated balance sheets as of June 30, 2020 and December 31, 2019 (in thousands): Leases Classification June 30, 2020 December 31, 2019 Assets Operating lease assets Other assets $ 85,718 $ 74,684 Finance lease assets Property and equipment (a) 2,649 3,297 Total lease assets $ 88,367 $ 77,981 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 20,685 $ 19,648 Finance lease liabilities Current portion of long-term debt 1,509 1,691 Non-current Operating lease liabilities Other liabilities 71,159 60,285 Finance lease liabilities Long-term debt 1,404 2,131 Total lease liabilities $ 94,757 $ 83,755 (a) Recorded net of accumulated amortization of $ 1,509,000 and $ 861,000 as of June 30, 2020 and December 31, 2019, respectively. The following table provides information about the financial statement classification of our lease expenses reported within the consolidated statement of operations for the three and six months ended June 30, 2020 (in thousands): Lease cost Classification Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Operating lease cost (a) (b) Selling and administrative expenses $ 6,438 $ 12,952 Finance lease cost Amortization of leased assets Selling and administrative expenses 324 648 Interest on lease liabilities Interest expense, net 28 60 Total lease cost $ 6,790 $ 13,660 14 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) (a) Includes immaterial amounts recorded to cost of goods sold. (b) Excludes short-term and variable lease costs, which are immaterial. Future minimum lease payments under non-cancelable leases as of June 30, 2020 are as follows (in thousands): Operating leases Finance leases Total Remainder of 2020 $ 12,058 $ 827 $ 12,885 2021 21,736 1,077 22,813 2022 18,802 645 19,447 2023 13,209 449 13,658 2024 8,270 45 8,315 After 2024 28,769 — 28,769 Total lease payments 102,844 3,043 105,887 Less: Interest ( 11,000 ) ( 130 ) ( 11,130 ) Present value of lease liabilities $ 91,844 $ 2,913 $ 94,757 Operating lease payments include $ 13.4 million related to options to extend lease terms that are reasonably certain of being exercised . The following table provides information about the remaining lease terms and discount rates applied as of June 30, 2020: June 30, 2020 June 30, 2019 Weighted average remaining lease term (years) Operating leases 6.23 6.56 Finance leases 2.58 1.94 Weighted average discount rate (%) Operating leases 3.45 3.86 Finance leases 3.54 4.84 The following table provides other information related to leases for the three and six months ended June 30, 2020 (in thousands): Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,502 $ 13,084 Leased assets obtained in exchange for new operating lease liabilities $ 1,307 $ 22,601 15 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 7. Stock-Based Compensation We recorded the following pre-tax amounts in selling and administrative expenses for stock-based compensation, by operating segment, in the accompanying consolidated financial statements (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 North America $ 1,995 $ 2,740 $ 5,385 $ 5,863 EMEA $ 704 814 1,582 1,684 APAC $ 133 128 274 250 Total Consolidated $ 2,832 $ 3,682 $ 7,241 $ 7,797 As of June 30, 2020, total compensation cost related to nonvested RSUs not yet recognized is $ 28,105,491 , which is expected to be recognized over the next 1.43 years on a weighted-average basis. The following table summarizes our RSU activity during the six months ended June 30, 2020: Number Weighted Average Grant Date Fair Value Fair Value Nonvested at January 1, 2020 923,400 $ 45.58 Granted (a) 321,550 57.78 Vested, including shares withheld to cover taxes ( 342,202 ) 41.85 $ 14,321,154 (b) Forfeited ( 68,561 ) 57.74 Nonvested at June 30, 2020 (a) 834,187 51.31 $ 41,042,000 (c) (a) Includes 92,315 RSUs subject to remaining performance conditions. The number of RSUs subject to performance conditions are based on the Company achieving 100% of its 2020 targeted financial results. We currently estimate that these RSUs will be awarded at 0 % this annual period based on not meeting the 2020 performance targets. ( b ) The aggregate 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. ( c ) The aggregate fair value of the nonvested RSUs and the RSUs expected to vest represents the total pre-tax fair value, based on our closing stock price of $ 49.20 as of June 30, 2020, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date. 8 . Income Taxes Our effective tax rate for the three and six months ended June 30, 2020 was 26.2 % and 23.8 %, respectively. For the three months ended June 30, 2020, our effective tax rate was higher than the United States federal statutory rate of 21.0 % due primarily to state income taxes, net of federal benefit, and higher taxes on earnings in foreign jurisdictions partially offset by the recognition of tax benefits related to research and development activities. For the six months ended June 30, 2020, our effective tax rate was higher than the United States federal statutory rate of 21.0 % due primarily to state income taxes, net of federal benefit, and higher taxes on earnings in foreign jurisdictions, partially offset by the remeasurement of acquired net operating losses under the CARES Act and the recognition of tax benefits related to research and development activities. 16 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Our effective tax rate for the three and six months ended June 30, 2019 was 25.9 % and 24.9 %, respectively. For the three months ended June 30, 2019, our effective tax rate was higher than the United States federal statutory rate of 21.0 % due primarily to state income taxes, net of federal benefit, higher taxes on earnings in foreign jurisdictions, and the effect of non-deductible acquisition-related expenses partially offset by excess tax benefits on the settlement of employee share-based compensation and tax benefits related to research and development activities . For the six months ended June 30, 2019, our effective tax rate was higher than the United States federal statutory rate of 21.0 % due primarily to state income taxes, net of federal benefit, and higher taxes on earnings in foreign jurisdictions partially offset by tax benefits on the settlement of employee share-based awards and the recognition of tax benefits related to research and development activities. As of June 30, 2020, and December 31, 2019, we had approximately $ 10,682,000 and $ 9,736,000 , respectively, of unrecognized tax benefits. Of these amounts, approximately $ 601,000 and $ 442,000 , respectively, related to accrued interest. In the future, if recognized, the liability associated with uncertain tax positions would affect our effective tax rate. We do not believe there will be any changes over the next 12 months that would have a material effect on our effective tax rate. Several of our subsidiaries are currently under audit for tax years 2013 through 2018 . 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 increase or decrease the balance of our gross unrecognized tax benefits. However, based on the status of the various examinations in multiple jurisdictions, 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. 9 . Share Repurchase Program On February 26, 2020, our Board of Directors authorized the repurchase of up to $ 50,000,000 of our common stock. Our share repurchases may be made on the open market, subject to Rule 10b-18 or in privately negotiated transactions, through block trades, through 10b5-1 plans or otherwise, at management’s discretion. The amount of shares purchased and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares. During the six months ended June 30, 2020, we repurchased 444,813 shares of our common stock on the open market at a total cost of approximately $ 24,999,996 (an average price of $ 56.20 per share). All shares repurchased were retired. During the comparative six months ended June 30, 2019, we did no t repurchase any shares of our common stock . 10 . 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. 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. Management believes that payments, if any, related to these performance bonds are not probable at June 30, 2020. Accordingly, we have not accrued any liabilities related to such performance bonds in our consolidated financial statements. 17 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Employment Contracts and Severance Plans We have employment contracts with, and severance 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 June 30, 2020. 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 individual’s 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 Company’s 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 partner 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. Legal Proceedings From time to time, we are party to various legal proceedings incidental to the 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, employment claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. 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 18 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are required . If accruals are not required , we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made. 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 work required pursuant to any legal proceedings or the resolution of any legal proceedings during such period. Legal expenses related to defense of any legal proceeding or the negotiations, settlements, rulings and advice of outside legal counsel in connection with any legal proceedings are expensed as incurred . In connection with the acquisition of PCM, the Company has effectively assumed responsibility for PCM litigation matters, including various disputes related to PCM’s acquisition of certain assets of En Pointe Technologies in 2015. The seller of En Pointe Technologies and related entities providing various post-closing support functions to PCM have asserted claims regarding the sufficiency of earnout payments paid by PCM under the asset purchase agreement and the unwinding of the support functions post-closing. PCM has rejected and vigorously responded to those claims and is pursuing various counterclaims. The disputes are being heard by multiple courts and arbitrators in several different jurisdictions including California, Delaware and Pakistan. The Company cannot determine with certainty the costs or outcome of these matters. However, the Company is not involved in any pending or threatened legal proceedings, including the PCM litigation matters, that it believes would reasonably be expected to have a material adverse effect on its business, financial condition or results of operations. 11. Segment Information We operate in three reportable geographic operating segments: North America; EMEA; and APAC with PCM being included in our North America and EMEA segments for the three and six months ended June 30, 2020. Our offerings in North America and certain countries in EMEA and APAC include IT hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and certain software-related services. The following table summarizes net sales by offering for North America, EMEA and APAC for the three and six months ended June 30, 2020 and 2019 (in thousands): North America EMEA APAC Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Sales Mix 2020 2019 2020 2019 2020 2019 Hardware $ 1,023,970 $ 935,792 $ 153,255 $ 142,951 $ 6,834 $ 9,979 Software 286,202 289,874 186,781 190,086 15,891 25,653 Services 228,975 179,841 51,981 46,137 14,846 15,708 $ 1,539,147 $ 1,405,507 $ 392,017 $ 379,174 $ 37,571 $ 51,340 North America EMEA APAC Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Sales Mix 2020 2019 2020 2019 2020 2019 Hardware $ 2,152,456 $ 1,684,129 $ 328,224 $ 314,476 $ 14,580 $ 16,497 Software 591,365 611,953 387,863 373,234 46,761 60,718 Services 469,707 351,866 94,816 81,639 27,014 26,975 $ 3,213,528 $ 2,647,948 $ 810,903 $ 769,349 $ 88,355 $ 104,190 19 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) All significant intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments or 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 and six months ended June 30, 2020 or 2019. 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 consider to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments. The following tables present our results of operations by reportable operating segment for the periods indicated (in thousands): Three Months Ended June 30, 2020 North America EMEA APAC Consolidated Net sales: Products $ 1,310,172 $ 340,036 $ 22,725 $ 1,672,933 Services 228,975 51,981 14,846 295,802 Total net sales 1,539,147 392,017 37,571 1,968,735 Costs of goods sold: Products 1,187,178 310,279 20,490 1,517,947 Services 107,073 13,558 5,768 126,399 Total costs of goods sold 1,294,251 323,837 26,258 1,644,346 Gross profit 244,896 68,180 11,313 324,389 Operating expenses: Selling and administrative expenses 187,313 48,177 7,090 242,580 Severance and restructuring expenses 4,904 2,093 13 7,010 Acquisition and integration related expenses 611 - — 611 Earnings from operations $ 52,068 $ 17,910 $ 4,210 $ 74,188 Three Months Ended June 30, 2019 North America EMEA APAC Consolidated Net sales: Products $ 1,225,666 $ 333,037 $ 35,632 $ 1,594,335 Services 179,841 46,137 15,708 241,686 Total net sales 1,405,507 379,174 51,340 1,836,021 Costs of goods sold: Products 1,120,834 304,885 33,197 1,458,916 Services 85,614 9,839 6,203 101,656 Total costs of goods sold 1,206,448 314,724 39,400 1,560,572 Gross profit 199,059 64,450 11,940 275,449 Operating expenses: Selling and administrative expenses 144,498 47,652 7,339 199,489 Severance and restructuring expenses 480 200 — 680 Acquisition and integration related expenses 3,163 - — 3,163 Earnings from operations $ 50,918 $ 16,598 $ 4,601 $ 72,117 20 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Six Months Ended June 30, 2020 North America EMEA APAC Consolidated Net sales: Products $ 2,743,821 $ 716,087 $ 61,341 $ 3,521,249 Services 469,707 94,816 27,014 591,537 Total net sales 3,213,528 810,903 88,355 4,112,786 Costs of goods sold: Products 2,475,375 656,028 56,782 3,188,185 Services 236,329 27,921 10,626 274,876 Total costs of goods sold 2,711,704 683,949 67,408 3,463,061 Gross profit 501,824 126,954 20,947 649,725 Operating expenses: Selling and administrative expenses 398,516 98,421 14,506 511,443 Severance and restructuring expenses 7,026 2,099 29 9,154 Acquisition and integration related expenses 1,873 204 — 2,077 Earnings from operations $ 94,409 $ 26,230 $ 6,412 $ 127,051 Six Months Ended June 30, 2019 North America EMEA APAC Consolidated Net sales: Products $ 2,296,082 $ 687,710 $ 77,215 $ 3,061,007 Services 351,866 81,639 26,975 460,480 Total net sales 2,647,948 769,349 104,190 3,521,487 Costs of goods sold: Products 2,095,535 628,923 71,766 2,796,224 Services 170,747 18,993 11,602 201,342 Total costs of goods sold 2,266,282 647,916 83,368 2,997,566 Gross profit 381,666 121,433 20,822 523,921 Operating expenses: Selling and administrative expenses 281,448 94,797 14,307 390,552 Severance and restructuring expenses 811 115 124 1,050 Acquisition-related expenses 3,163 — — 3,163 Earnings from operations $ 96,244 $ 26,521 $ 6,391 $ 129,156 The following is a summary of our total assets by reportable operating segment (in thousands): June 30, 2020 December 31, 2019 North America $ 4,414,439 $ 3,814,408 EMEA 911,796 699,856 APAC 158,428 123,349 Corporate assets and intercompany eliminations, net ( 1,143,185 ) ( 459,434 ) Total assets $ 4,341,478 $ 4,178,179 21 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) We recorded the following pre-tax amounts, by reportable operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Depreciation and amortization of property and equipment: North America $ 5,826 $ 3,786 $ 11,652 $ 7,743 EMEA 1,249 1,012 2,577 1,967 APAC 137 140 272 272 7,212 4,938 14,501 9,982 Amortization of intangible assets: North America 9,371 3,636 18,864 7,272 EMEA 534 69 1,040 138 APAC 109 116 218 234 10,014 3,821 20,122 7,644 Total $ 17,226 $ 8,759 $ 34,623 $ 17,626 12. Acquisitions PCM On August 30, 2019, we completed our acquisition of PCM, acquiring 100 percent of the issued and outstanding shares of PCM for a cash purchase price of $ 745,562,000 , which included cash and cash equivalents acquired of $ 84,637,000 and the payment of PCM’s outstanding debt. PCM is a provider of multi-vendor technology offerings, including hardware, software and services to small, mid-sized and corporate/enterprise commercial clients, state, local and federal governments and educational institutions across the United States, Canada and the United Kingdom. Based in El Segundo, California, PCM had 40 office locations globally and more than 4,000 teammates. We believe that this acquisition allows us to help existing PCM clients in positioning their businesses for future growth, transforming and securing their data platforms, creating modern and mobile experiences for their workforce and optimizing the procurement of technology. The addition of PCM complements our supply chain optimization solution offering, adding scale and clients in the mid-market and corporate space primarily in North America. The following table summarizes the purchase price and the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase price net of cash and cash equivalents acquired $ 660,925 Fair value of net assets acquired: Current assets $ 531,941 Identifiable intangible assets - see description below 191,370 Property and equipment 91,213 Other assets 32,699 Current liabilities ( 367,712 ) Long-term liabilities, including deferred taxes ( 64,915 ) Total fair value of net assets acquired 414,596 Excess purchase price over fair value of net assets acquired ("goodwill") $ 246,329 22 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Under the acquisition method of accounting, the total purchase price as shown in the table above was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over fair value of net assets acquired was recorded as goodwill. In the fourth quarter of 2019, an adjustment of $ 56,700,000 was recorded to goodwill primarily due to a change in the customer relationships valuation based on updated information received for key inputs as well as an associated change in deferred taxes. The fair values of current assets and liabilities are based upon their historical costs on the date of acquisition due to their short-term nature. The estimated fair values of the majority of property and equipment, excluding acquired real estate, are also based upon historical costs net of depreciation, as they approximated fair value. Certain long-term assets, including PCM’s IT systems, were written down to the estimated fair value. The preliminary estimated fair value of net assets acquired was approximately $ 414,596,000 , including $ 191,370,000 of identified intangible assets, consisting primarily of customer relationships of $ 178,900,000 . The fair value of the customer relationships were determined using the multiple-period excess earnings method. The identifiable intangible assets resulting from the acquisition are amortized using the straight-line method over the following estimated useful lives: customer relationships – 10 - 12 years ; trade names – 1 year; non-compete agreements – 2 - 3 years . Goodwill of $ 246,329,000 , which was recorded in our North America and EMEA operating segments, represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from PCM. The goodwill is not amortized and will be tested for impairment annually in the fourth quarter of our fiscal year. The addition of the PCM technical employees to our team and the opportunity to grow our business are the primary factors making up the goodwill recognized as part of the transaction. No ne of the goodwill is tax deductible. The purchase price allocation is preliminary and was allocated using information currently available. Further information related to legal accruals, taxes and other statutory assessments may lead to an adjustment of the purchase price allocation. We have consolidated the results of operations for PCM since its acquisition on August 30, 2019. The following table reports pro forma information as if the acquisition of PCM had been completed at the beginning of the earliest period presented (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2019 2019 Net sales As reported $ 1,836,021 $ 3,521,487 Pro forma $ 2,383,698 $ 4,602,472 Net earnings As reported $ 49,998 $ 89,325 Pro forma $ 55,349 $ 92,406 Diluted earnings per share As reported $ 1.38 $ 2.47 Pro forma $ 1.53 $ 2.56 23 INSIGHT ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Changes in Goodwill and Intangible Assets Other than the goodwill and intangible assets recorded in conjunction with the acquisitions of vNext and PCM, the only other change in consolidated goodwill and intangible assets as of June 30, 2020 compared to the balance as of December 31, 2019 resulted from foreign currency translation adjustments associated with the balances in our North America, EMEA and APAC operating segments. 13. Subsequent Event s On July 6, 2020, we entered into an unsecured inventory financing facility with a maximum borrowing capacity of $ 250,000,000 with a subsidiary of PNC Bank, N.A. This agreement will stay in effect until it is terminated by any of the parties. If balances are not paid within stated vendor terms, they will accrue interest at LIBOR plus 4.50 %. Amounts outstanding under this facility will be classified as accounts payable – inventory financing facilities in the accompanying balance sheets. This new facility replaced the unsecured inventory financing facility with Wells Fargo. On July 31, 2020, we entered into the First Amendment to Credit Agreement (the “Amendment”) to the ABL facility. The Amendment, among other things, amends the credit agreement to provide additional flexibility for certain asset sale transactions by the Company and its subsidiaries. 24 INSIGHT ENTERPRISES, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS