Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. We refer to our customers as “clients,” our suppliers as “partners” and our employees as “teammates.”
Quarterly Overview
Today, every business is a technology business. 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 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 are largely software and certain software-related services.
O n a consolidated basis, for the three months ended June 30, 2020:
•
Net sales of $1.97 billion increased 7% compared to the three months ended June 30, 2019, primarily due to the addition of PCM. Without the addition of PCM, net sales in the core business would have been down compared to the prior year quarter as a result of the negative impact of COVID-19. The overall increase in net sales reflects an increase in hardware and services net sales, which was partially offset by a decrease in software net sales. Excluding the effects of fluctuating foreign currency exchange rates, net sales increased 8% compared to the second quarter of 2019.
•
Gross profit of $324.4 million increased 18% compared to the three months ended June 30, 2019, up 19% year over year, excluding the effects of fluctuating foreign currency exchange rates.
•
Gross margin improved approximately 150 basis points to 16.5% of net sales in the three months ended June 30, 2020. This increase reflects an increase in the mix of higher margin services net sales and an increase in margins on hardware net sales compared to the same period in the prior year.
•
Earnings from operations increased 3% year over year to $74.2 million in the second quarter of 2020 compared to $72.1 million in the second quarter of 2019, primarily due to increased gross profit; however, the increase was partially offset by increased personnel costs including teammate benefits and variable compensation due to increased headcount primarily as a result of PCM, increased amortization of intangible assets related to the PCM acquisition and increased severance and restructuring costs. Excluding the effects of fluctuating foreign currency exchange rates, earnings from operations increased 4% year over year.
•
Net earnings and diluted earnings per share were $46.4 million and $1.32, respectively, for the second quarter of 2020. This compares to net earnings of $50.0 million and diluted earnings per share of $1.38 for the second quarter of 2019.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Recent Developments – Impact of COVID - 19 to our Business
In late 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”), which has since spread globally. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. In an effort to protect the health and safety of our teammates, we took proactive action to adopt social distancing policies at our locations globally, including working from home where possible, limiting the number of teammates attending in-person meetings, reducing the number of people in our locations at any one time, and suspending teammate travel. Governments around the world have also enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. These measures taken by the Company continued to be in place for the duration of the second quarter of 2020 and remain in place to date.
The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and workforce participation, and initially created significant volatility and disruption of financial markets. We observed a pronounced impact of COVID-19 on our second quarter financial results when compared to internal budgets, and anticipate demand for our products and services will continue to be down in the third quarter as clients continue to evaluate the impact of COVID-19 on their businesses, their profitability and their liquidity. We continued to experience a decline in booking trends year over year in July 2020 and expect this to continue into the third quarter of 2020. In the short run, we have taken steps to accelerate our integration plans with PCM and to reduce discretionary operating expenditures, such as certain teammate benefits and variable compensation and travel related expenditures. We have utilized various partner and government incentives available to us to help offset some of these business impacts. We believe that we have a strong balance sheet and healthy liquidity position, including amounts available under our ABL facility with current capacity of up to $1.2 billion, of which approximately $144.0 million was outstanding at June 30, 2020.
The ultimate extent of the impact of the COVID-19 pandemic on our business operations, financial performance and results of operations, including our ability to execute our business strategies and initiatives in the expected time frame, is currently unknown and will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the COVID-19 pandemic, its severity, the actions taken to contain the virus or treat its impact, such as restrictions on travel and transportation, and how quickly and to what extent normal economic and operating conditions can resume.
We will continue to actively monitor the situation and anticipate taking further actions as may be required by government authorities or that we determine are in the best interests of our teammates, clients and partners. It is not clear what the potential effects of any such alterations or modifications may have on our business, including the effects on our clients, teammates, and prospects, or on our financial results for the remainder of 2020.
Accordingly, our current results and financial condition discussed herein may not be indicative of future operating results and trends. See “Risk Factors” in Part II, Item 1A of this report for additional risks we face due to the COVID-19 pandemic.
Throughout the “Quarterly Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit, selling and administrative expenses and earnings from operations on a consolidated basis and in North America, EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates. In computing the changes in amounts and percentages, we compare the current period amount as translated into U.S. dollars under the
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period.
Details about segment results of operations can be found in Note 11 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, including the changes in certain key items in those consolidated financial statements from period to period and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our consolidated financial statements.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
There have been no changes to the items disclosed as critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Results of Operations
The COVID-19 pandemic has negatively impacted the global economy and has disrupted global supply chains and workforce participation. We observed a pronounced impact on our second quarter financial results and believe the ultimate extent of the impact of the COVID-19 pandemic on our future business operations, financial performance and results of operations, including our ability to execute our business strategies and initiatives in the expected time frame, is currently unknown and will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted.
The following table sets forth certain financial data as a percentage of net sales for the three months ended June 30, 2020 and 2019:
Three Months Ended
June 30,
Six Months Ended
June 30,
2020
2019
2020
2019
Net sales
100.0
%
100.0
%
100.0
%
100.0
%
Costs of goods sold
83.5
85.0
84.2
85.1
Gross profit
16.5
15.0
15.8
14.9
Selling and administrative expenses
12.3
10.9
12.4
11.1
Severance and restructuring expenses and acquisition and integration related expenses
0.4
0.2
0.3
0.1
Earnings from operations
3.8
3.9
3.1
3.7
Non-operating expense, net
0.6
0.3
0.5
0.3
Earnings before income taxes
3.2
3.6
2.6
3.4
Income tax expense
0.8
0.9
0.6
0.8
Net earnings
2.4
%
2.7
%
2.0
%
2.6
%
We generally experience some seasonal trends in our sales of IT hardware, software and services. Software sales are typically seasonally higher in our second quarter. Business clients, particularly larger enterprise businesses in the United States, tend to spend more in our fourth quarter and less in our first quarter. Sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education markets are stronger in our second quarter. Sales to public sector clients in the United Kingdom are often stronger in our first quarter. These trends create overall seasonality in our consolidated results such that net sales and profitability are expected to be higher in the second and fourth quarters of the year.
Our gross profit across the business is, and will continue to be, impacted by partner incentives, which can change significantly in the amounts made available and in the related product or services sales being incentivized by the partner. Incentives from our largest partners are significant and changes in the incentives could impact our results of operations to the extent we are unable to adapt our sales strategies to optimize performance under the revised programs.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Net Sales . Net sales for the three months ended June 3 0 , 2020 increased 7 % year over year to $ 1.97 b illion compared to the three months ended June 3 0 , 2019 . Without the addition of PCM to our core business , net sales for the second quarter of 2020 would have been down as a result of the negative impact of COVID-19. We expect this negative trend in net sales will continue into the third quarter of 2020 , whe n compared to prior year. Net sales for the six months ended June 30, 2020 increased 17 % year over year to $ 4.11 billion compared to the six months ended June 30, 2019. Our net sales by operating segment were as follows for the three and six months ended June 3 0 , 2020 and 201 9 (dollar s in thousands):
Three Months Ended
June 30,
%
Six Months Ended
June 30,
%
2020
2019
Change
2020
2019
Change
North America
$
1,539,147
$
1,405,507
10
%
$
3,213,528
$
2,647,948
21
%
EMEA
392,017
379,174
3
%
810,903
769,349
5
%
APAC
37,571
51,340
(27
%)
88,355
104,190
(15
%)
Consolidated
$
1,968,735
$
1,836,021
7
%
$
4,112,786
$
3,521,487
17
%
Our net sales by offering category for North America for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):
Three Months Ended
June 30,
%
Six Months Ended
June 30,
%
Sales Mix
2020
2019
Change
2020
2019
Change
Hardware
$
1,023,970
$
935,792
9
%
$
2,152,456
$
1,684,129
28
%
Software
286,202
289,874
(1
%)
591,365
611,953
(3
%)
Services
228,975
179,841
27
%
469,707
351,866
33
%
$
1,539,147
$
1,405,507
10
%
$
3,213,528
$
2,647,948
21
%
Net sales in North America increased 10%, or $133.6 million, for the three months ended June 30, 2020 compared to the three months ended June 30, 2019, primarily driven by the addition of PCM, partially offset by the negative impact of COVID-19 on demand for hardware and certain services. Net sales of hardware and services increased 9% and 27%, respectively, year over year, partially offset by a decrease of 1% in software net sales, year to year. The net changes for the three months ended June 30, 2020 were the result of the following:
•
The increase in hardware net sales was due to the addition of PCM, which was partially offset by lower volume of sales to large enterprise and corporate clients. The decrease in volume of sales was largely due to decreased demand associated with client responses to COVID-19.
•
The decrease in software net sales was primarily due to continued migration of software to the cloud, reported net in services net sales, which was partially offset by the addition of PCM.
•
The increase in services net sales was primarily due to higher sales of Insight delivered services, the addition of PCM and an increase in net sales associated with cloud solution offerings. These increases were partially offset by decreases in demand for certain services due to the impact of COVID-19.
Net sales in North America increased 21%, or $565.6 million, for the six months ended June 30, 2020 compared to the six months ended June 30, 2019, primarily driven by the addition of PCM, partially offset by the negative impact of COVID-19 on demand for hardware and certain services. Net sales of hardware and services increased 28% and 33%, respectively, year over year, partially offset by a decrease of 3% in software net sales, year to year. The net changes for the first half of 2020 were the result of the following:
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
•
The increase in hardware net sales was due to the addition of PCM and higher volume of sales to large enterprise and corporate clients. The net increase in volume of sales was largely due to increases in the first quarter of 202 0 due to increased demand for work-from-home and collaboration solutions as companies responded to shelter in place mandates offset by decreases in volume of sales in the second quarter associated with client responses to COVID-19 .
•
The decrease in software net sales was due to a significant transaction in the prior year with no comparable activity in the current year and continued migration of software to the cloud, which was partially offset by the addition of PCM.
•
The increase in services net sales was primarily due to higher sales of Insight delivered services, the addition of PCM and an increase in net sales associated with cloud solution offerings. These increases were partially offset by decreases in demand for certain services due to the impact of COVID-19.
Our net sales by offering category for EMEA for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):
Three Months Ended
June 30,
%
Six Months Ended
June 30,
%
Sales Mix
2020
2019
Change
2020
2019
Change
Hardware
$
153,255
$
142,951
7
%
$
328,224
$
314,476
4
%
Software
186,781
190,086
(2
%)
387,863
373,234
4
%
Services
51,981
46,137
13
%
94,816
81,639
16
%
$
392,017
$
379,174
3
%
$
810,903
$
769,349
5
%
Net sales in EMEA increased 3%, or $12.8 million, in the three months ended June 30, 2020 compared to the three months ended June 30, 2019. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA increased 6%, year over year. Net sales of hardware and services increased 7% and 13%, respectively, year over year. Net sales of software declined 2% year to year. The net changes for the three months ended June 30, 2020 were the result of the following:
•
The increase in hardware net sales was due primarily to higher volume sales of devices to public sector clients.
•
The decrease in software net sales was due to lower volume of sales to large enterprise clients and migration of software to the cloud.
•
The increase in services net sales was due primarily to higher sales of cloud solutions, increased software referral fees and higher volume sales of Insight delivered services.
Net sales in EMEA increased 5%, or $41.6 million, in the first half of 2020 compared to the first half of 2019. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA increased 8%, year over year. Net sales of hardware, software and services increased 4%, 4% and 16% year over year, respectively. The net changes for the first half of 2020 were the result of the following:
•
The increase in hardware net sales was due primarily to higher volume sales of devices to corporate and public sector clients.
•
The increase in software net sales was due to higher volume of sales to large enterprise, corporate and public sector clients, partially offset by migration of software to the cloud.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
•
The increase in services net sales was due primarily to higher sales of cloud solutions, increased software referral fees and higher volume sales of Insight delivered services.
Our net sales by offering category for APAC for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):
Three Months Ended
June 30,
%
Six Months Ended
June 30,
%
Sales Mix
2020
2019
Change
2020
2019
Change
Hardware
$
6,834
$
9,979
(32
%)
$
14,580
$
16,497
(12
%)
Software
15,891
25,653
(38
%)
46,761
60,718
(23
%)
Services
14,846
15,708
(5
%)
27,014
26,975
—
$
37,571
$
51,340
(27
%)
$
88,355
$
104,190
(15
%)
Net sales in APAC decreased 27%, or $13.8 million, in the three months ended June 30, 2020 compared to the three months ended June 30, 2019. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC decreased 23%, year to year. Net sales of hardware, software and services decreased by 32%, 38% and 5%, respectively, year to year. The net changes for the three months ended June 30, 2020 were the result of the following:
•
The decrease in hardware net sales was primarily the result of lower volume of sales due to decreased demand associated with client responses to COVID-19.
•
The decrease in software net sales was primarily due to the loss of a significant public sector client and lower volume sales to large enterprise clients.
•
The decrease in services net sales was primarily due to lower sales of Insight delivered services.
Net sales in APAC decreased 15%, or $15.8 million, in the first half of 2020 compared to the first half of 2019. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC decreased 10%, year over year. Net sales of hardware and software decreased by 12% and 23%, respectively, year to year. The net changes for the first half of 2020 were the result of the following:
•
The decrease in hardware net sales was primarily the result of lower volume of sales due to decreased demand associated with client responses to COVID-19.
•
The decrease in software net sales was primarily due to the loss of a significant public sector client and lower volume sales to large enterprise clients.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The percentage of net sales by category for North America, EMEA and APAC were as follows for the three and six months ended June 3 0 , 2020 and 201 9 :
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
66
%
67
%
39
%
38
%
18
%
19
%
Software
19
%
20
%
48
%
50
%
42
%
50
%
Services
15
%
13
%
13
%
12
%
40
%
31
%
100
%
100
%
100
%
100
%
100
%
100
%
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
67
%
64
%
40
%
41
%
16
%
16
%
Software
18
%
23
%
48
%
48
%
53
%
58
%
Services
15
%
13
%
12
%
11
%
31
%
26
%
100
%
100
%
100
%
100
%
100
%
100
%
Gross Profit . Gross profit increased 18%, or $48.9 million, in the three months ended June 30, 2020 , compared to the three months ended June 30, 2019 , with gross margin increasing approximately 150 basis points to 16.5% for the three months ended June 30, 2020 compared to 15.0% for the three months ended June 30, 2019. Gross profit increased 24%, or $125.8 million, in the six months ended June 30, 2020 compared to the six months ended June 30, 2019 , with gross margin increasing approximately 90 basis points to 15.8% for the first half of 2020 compared to 14.9% for the first half of 2019.
Our gross profit and gross profit as a percentage of net sales by operating segment were as follows for the three and six months ended June 30, 2020 and 2019 (dollars in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2020
% of
Net Sales
2019
% of
Net Sales
2020
% of
Net Sales
2019
% of
Net Sales
North America
$
244,896
15.9
%
$
199,059
14.2
%
$
501,824
15.6
%
$
381,666
14.4
%
EMEA
68,180
17.4
%
64,450
17.0
%
126,954
15.7
%
121,433
15.8
%
APAC
11,313
30.1
%
11,940
23.3
%
20,947
23.7
%
20,822
20.0
%
Consolidated
$
324,389
16.5
%
$
275,449
15.0
%
$
649,725
15.8
%
$
523,921
14.9
%
North America’s gross profit for the three months ended June 30, 2020 increased $45.8 million, or 23%, compared to the three months ended June 30, 2019. As a percentage of net sales, gross margin increased approximately 170 basis points to 15.9% for the second quarter of 2020 . The year over year improvement in gross margin was primarily attributable to the following:
•
A net increase in product margin, which includes partner funding and freight, of 53 basis points and an increase in margin from services net sales of 122 basis points compared to the same period in the prior year.
•
The increase in margin from services net sales during the current quarter reflects an expansion in margin from agency sales including cloud solutions that are recorded net and from a higher volume of Insight delivered services at higher margins .
•
The increase in product margin is primarily the result of a higher volume of hardware sales from the addition of PCM and sales of hardware for the core North America
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
business at higher margins than in the same period in the prior year . This increase was partially offset by a contraction in margin on software net sales.
North America’s gross profit for the six months ended June 30, 2020 increased $120.2 million, or 31%, compared to the six months ended June 30, 2019. As a percentage of net sales, gross margin increased approximately 120 basis points to 15.6% for the first half of 2020 . The year over year improvement in gross margin was primarily attributable to the following:
•
A net increase in product margin, which includes partner funding and freight, of 78 basis points and an increase in margin from services net sales, which contributed 42 basis points of the margin expansion.
•
The increase in product margin is primarily the result of higher volume of hardware sales from the addition of PCM and sales of hardware for the core North America business at higher margins than in the same period in the prior year . This increase was partially offset by a contraction in margin on software net sales.
•
The increase in margin from services net sales during the first six months of 2020 resulted from a higher volume of Insight delivered services at higher margins and a higher volume of cloud solutions that are recorded net .
EMEA’s gross profit for the three months ended June 30, 2020 increased $3.7 million, or 6%, year over year (increasing 8% excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2019. As a percentage of net sales, gross margin increased approximately 40 basis points, year over year. The year over year net improvement in gross margin was primarily attributable to an increase in higher margin services net sales, which contributed 23 basis points of the margin expansion, together with a net increase in product margin, which includes partner funding and freight, of 17 basis points.
EMEA’s gross profit for the six months ended June 30, 2020 increased $5.5 million, or 5% (7% excluding the effects of fluctuating foreign currency exchange rates), compared to the first half of 2019. As a percentage of net sales, gross margin decreased approximately 10 basis points, year to year. The year to year decline in gross margin was primarily attributable to a net decrease in product margin, which includes partner funding and freight, of 23 basis points, partially offset by a net increase in services margin of 11 basis points.
APAC’s gross profit for the three months ended June 30, 2020 decreased $0.6 million, or 5%, compared to the three months ended June 30, 2019 (remaining flat when excluding fluctuating foreign currency exchange rates). As a percentage of net sales, gross margin increased approximately 680 basis points, year over year. The increase in gross margin in the second quarter of 2020 compared to the second quarter of 2019 was due to an increase in gross margin on services net sales, including cloud solutions and Insight delivered services, of 564 basis points and an increase in product margin, which includes partner funding and freight, of 120 basis points.
APAC’s gross profit for the first half of 2020 increased less than 1% compared to the first half of 2019 (increasing 6% excluding fluctuating foreign currency exchange rates). As a percentage of net sales, gross margin increased approximately 370 basis points, year over year. The increase in gross margin in the first six months of 2020 compared to the first six months of 2019 was primarily due to an increase in mix of cloud solutions recorded net and higher gross profits from Insight delivered services, partially offset by lower margins on software net sales.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Operating Expenses.
Selling and Administrative Expenses. Selling and administrative expenses increased $43.1 million, or 22%, for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 . Selling and administration expenses increased $120.9 million, or 31%, for the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Our selling and administrative expenses by major expense type for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2020
2019
2020
2019
Personnel costs, including teammate benefits
$
184,644
$
157,926
$
386,459
$
308,417
Depreciation and amortization
16,519
8,759
33,916
17,626
Facility expenses
9,413
6,519
20,391
13,182
Travel and entertainment
1,343
6,600
8,508
12,846
Legal and professional fees
6,008
3,892
11,833
7,834
Marketing
2,621
2,957
6,082
5,279
Other
22,032
12,836
44,254
25,368
Total
$
242,580
$
199,489
$
511,443
$
390,552
Selling and administrative expenses increased approximately 140 basis points as a percentage of net sales in the second quarter of 2020 compared to the second quarter of 2019. The overall net increase in selling and administrative expenses reflects a $26.7 million net increase in personnel costs, including teammate benefits expenses primarily due to increased headcount, reflecting the acquisition of PCM in August 2019. There was also an increase in depreciation and amortization, facility and other expenses of $7.8 million, $2.9 million and $9.2 million, respectively, primarily as a result of PCM. These increased costs were partially offset by decreases in travel and entertainment costs of $5.3 million reflecting cost control measures taken in response to COVID-19.
Selling and administrative expenses increased approximately 130 basis points as a percentage of net sales in the first half of 2020 compared to the first half of 2019. The overall net increase in selling and administrative expenses reflects a $78.0 million increase in personnel costs, including teammate benefits expenses primarily due to increased headcount, including the acquisition of PCM. There was also an increase in depreciation and amortization, facility, legal and professional and other expenses of $16.3 million, $7.2 million, $4.0 million and $18.9 million, respectively, primarily as a result of PCM. These increased costs were partially offset by decreases in travel and entertainment costs of $4.3 million reflecting cost control measures taken in response to COVID-19.
Severance and Restructuring Expenses. During the three months ended June 30, 2020, we recorded severance expense, net of adjustments, of approximately $7.0 million. During the six months ended June 30, 2020, we recorded severance expense, net of adjustments, of approximately $9.2 million. The charges in all three operating segments primarily related to a realignment of certain roles and responsibilities and for North America and EMEA, the acquisition of PCM. Current period charges were partially offset by adjustments for changes in estimates of previous accruals as cash payments were made. Comparatively, during the three months ended June 30, 2019, we recorded severance expense, net of adjustments, of approximately $680,000. For the six months ended June 30, 2019, we recorded severance expense, net of adjustments, of approximately $1.1 million.
34
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Earnings from Operations . Earnings from operations increased 3%, or $ 2 . 1 million, in the three months ended June 30, 2020 , compared to the three months ended June 30, 2019 . Earnings from operations decreased 2%, or $2.1 million, in the six months ended June 30, 2020 , compared to the six months ended June 30, 2019 .
Our earnings from operations and earnings from operations as a percentage of net sales by operating segment were as follows for the three and six months ended June 30, 2020 and 2019 (dollars in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2020
% of
Net Sales
2019
% of
Net Sales
2020
% of
Net Sales
2019
% of
Net Sales
North America
$
52,068
3.4
%
$
50,918
3.6
%
$
94,409
2.9
%
$
96,244
3.6
%
EMEA
17,910
4.6
%
16,598
4.4
%
26,230
3.2
%
26,521
3.4
%
APAC
4,210
11.2
%
4,601
9.0
%
6,412
7.3
%
6,391
6.1
%
Consolidated
$
74,188
3.8
%
$
72,117
3.9
%
$
127,051
3.1
%
$
129,156
3.7
%
North America’s earnings from operations for the three months ended June 30, 2020 increased $1.2 million, or 2%, compared to the three months ended June 30, 2019. As a percentage of net sales, earnings from operations decreased by approximately 20 basis points to 3.4%. The increase in earnings from operations was primarily driven by an increase in gross profit and decrease in acquisition and integration related expenses partially offset by increases in selling and administrative expenses and severance and restructuring expenses when compared to the three months ended June 30, 2019.
North America’s earnings from operations for the six months ended June 30, 2020 decreased $1.8 million, or 2%, compared to the six months ended June 30, 2019. As a percentage of net sales, earnings from operations decreased by approximately 70 basis points to 2.9%. The decrease in earnings from operations was primarily driven by increases in selling and administrative expenses and severance and restructuring expenses in excess of the increase in gross profits when compared to the six months ended June 30, 2019.
EMEA’s earnings from operations for the three months ended June 30, 2020 increased $1.3 million, or 8%, compared to the three months ended June 30, 2019. As a percentage of net sales, earnings from operations increased by approximately 20 basis points to 4.6%. The increase in earnings from operations was primarily driven by an increase in gross profit partially offset by the increase in severance and restructuring expenses compared to the three months ended June 30, 2019.
EMEA’s earnings from operations for the six months ended June 30, 2020 decreased $291,000, or 1%, compared to the six months ended June 30, 2019. As a percentage of net sales, earnings from operations decreased by approximately 20 basis points to 3.2%. The decrease in earnings from operations was primarily driven by increases in selling and administrative expenses and severance and restructuring expenses marginally in excess of the increase in gross profit compared to the six months ended June 30, 2019.
APAC’s earnings from operations for the three months ended June 30, 2020 decreased $391,000, or 8%, compared to the three months ended June 30, 2019. As a percentage of net sales, earnings from operations increased by approximately 220 basis points to 11.2%. The decrease in earnings from operations was primarily driven by a decrease in gross profit partially offset by a decrease in selling and administrative expenses when compared to the three months ended June 30, 2019
35
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
APAC’s earnings from operations for the six months ended June 30, 2020 remained flat compared to the six months ended June 30, 2019. As a percentage of net sales, earnings from operations increased by approximately 120 basis points to 7.3%. E arnings from operations reflects an increase in gross profit and reduction in severance and restructuring expenses offset by an increase in selling and administrative expenses when compared to the six months ended June 30, 2019.
Non-Operating (Income) Expense.
Interest Expense, Net. Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities and our convertible senior notes, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances. Interest expense for the three months ended June 30, 2020 increased more than 100%, or $5.9 million, compared to the three months ended June 30, 2019. Interest expense for the six months ended June 30, 2020 increased more than 100%, or $13.2 million, compared to the six months ended June 30, 2019. The increase was due primarily to higher average daily balances under our ABL facility in comparison to our facilities in the prior year and imputed interest under our convertible senior notes. The higher average daily balances under our ABL are largely the result of the PCM acquisition. Imputed interest under our convertible senior notes, which were issued in August 2019, was $2.5 million and $5.0 million for the three and six months ended June 30, 2020, respectively. Imputed interest under our inventory financing facility was $2.8 million and $5.6 million for the three and six months ended June 30, 2020, respectively, compared to $2.9 million and $5.9 million for the three and six months ended June 30, 2019, respectively. The decreases were a result of a lower average incremental borrowing rate used to compute the imputed interest amounts during the 2020 periods. For a description of our various financing facilities, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.
Income Tax Expense. Our effective tax rate of 26.2% for the three months ended June 30, 2020 was higher than our effective tax rate of 25.9% for the three months ended June 30, 2019. Our effective tax rate of 23.8% for the six months ended June 30, 2020 was lower than our effective tax rate of 24.9% for the six months ended June 30, 2019. The decrease in our effective tax rate for the first half of 2020 compared to the first half of 2019 was due primarily to the remeasurement of acquired net operating losses to be carried back to higher tax rate years under the CARES Act.
Liquidity and Capital Resources
The following table sets forth certain consolidated cash flow information for the six months ended June 30, 2020 and 2019 (in thousands):
Six Months Ended
June 30,
2020
2019
Net cash provided by operating activities
$
497,529
$
182,538
Net cash used in investing activities
(6,682
)
(13,946
)
Net cash used in financing activities
(450,576
)
(198,997
)
Foreign currency exchange effect on cash, cash equivalent
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
36
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Cash and Cash Flow
•
Our primary uses of cash during the six months ended June 30, 2020 were to pay down our debt balances and to fund our working capital requirements.
•
Operating activities provided $497.5 million in cash during the six months ended June 30, 2020, compared to $182.5 million during the six months ended June 30, 2019 driven by several non-recurring items in the second quarter of 2020. We expect our cash flows from operating activities to normalize in the second half of 2020.
•
We had net borrowings under our inventory financing facilities of $7.5 million during the six months ended June 30, 2020, compared to net repayments of $43.2 million during the six months ended June 30, 2019.
•
Net repayments under our ABL revolving credit facility during the six months ended June 30, 2020 were $426.2 million. Net repayments under our prior senior revolving credit facility and ABS facility combined during the six months ended June 30, 2019 were $149.0 million.
•
Capital expenditures were $14.5 million and $10.6 million in the six months ended June 30, 2020 and June 30, 2019, respectively.
•
We acquired vNext for $6.4 million and received proceeds from the sale of a property held for sale of $14.2 million in the first half of 2020.
•
During the six months ended June 30, 2020, we repurchased an aggregate of $25.0 million of our common stock, pursuant to a repurchase program approved in February 2020 with no comparable repurchases during the six months ended June 30, 2019.
We expect that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our presently anticipated cash and working capital requirements for operations over the next 12 months. We believe that we have a strong balance sheet and healthy liquidity position, including amounts available under our ABL facility with current capacity of up to $1.2 billion, of which approximately $144.0 million in loans were outstanding at June 30, 2020. For the remainder of 2020, we plan to be prudent in our use of cash, deferring discretionary capital investments and using available cash to pay down debt as our priority.
Net cash provided by operating activities
•
Cash flow from operating activities in the first half of 2020 was $497.5 million compared to $182.5 million in the first half of 2019.
•
The increase in cash flow from operating activities was primarily driven by several non-recurring items in the second quarter of 2020. Specifically, a public sector customer paid approximately $150.0 million in the second quarter of 2020, prior to the due date, with the associated payment to the vendor not being due, and which will not be paid, until the third quarter of 2020. In addition, a payment of $96.0 million that was due to a partner in the second quarter of 2020 was deferred in response to COVID-19 and will not be paid until the third quarter of 2020.
•
The significant decreases in both other assets and accrued expenses and other liabilities for the three months ended June 30, 2020 resulted from a single significant transaction in 2019 with no comparable activity in the current year.
37
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Our consolidated cash flow operating metrics were as follows:
Three Months Ended
June 30,
2020
2019
Days sales outstanding in ending accounts receivable (“DSOs”) (a)
124
113
Days inventory outstanding (“DIOs”) (b)
12
11
Days purchases outstanding in ending accounts payable (“DPOs”) (c)
(114
)
(98
)
Cash conversion cycle (days) (d)
22
26
(a)
Calculated as the balance of current accounts receivable, net at the end of the quarter divided by daily net sales. Daily net sales is calculated as net sales for the quarter divided by 91 days.
(b)
Calculated as average inventories divided by daily costs of goods sold. Average inventories is calculated as the sum of the balances of inventories at the beginning of the quarter plus inventories at the end of the quarter divided by two. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 91 days.
(c)
Calculated as the sum of the balances of accounts payable – trade and accounts payable – inventory financing facilities at the end of the quarter divided by daily costs of goods sold. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 91 days.
(d)
Calculated as DSOs plus DIOs, less DPOs.
•
Our cash conversion cycle was 22 days in the second quarter of 2020, down 4 days from the second quarter of 2019.
•
The net changes were a result of an 11 day increase in DSOs and a 1 day increase in DIOs offset by a 16 day increase in DPOs. Excluding the impacts of software netting the increase in DSOs was due to an increase in amounts unbilled at June 30, 2020 compared to June 30, 2019, a deterioration in aged receivables associated with COVID-19 and also due to timing of transactions during the quarter. Excluding the impacts of software netting the increase in DPOs was due to timing of transactions during the respective quarters, including deferral of payments to certain partners in response to COVID-19.
•
We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms we grant to our clients to take advantage of supplier discounts.
•
We intend to use cash generated in the remainder of 2020 in excess of working capital needs, given current market conditions, to be focused on paying down our debt balances.
Net cash used in investing activities
•
Capital expenditures were $14.5 million and $10.6 million for the six months ended June 30, 2020 and 2019, respectively.
•
We acquired vNext for $6.4 million and received proceeds from the sale of a property held for sale of $14.2 million in the first quarter of 2020.
•
We expect capital expenditures for the full year 2020 to be between $20.0 million and $25.0 million, of which approximately $1.0 million will be used to ready our global corporate headquarters, and the remaining amount will be used for technology-related upgrade projects and the integration of prior acquisitions.
•
We have decided to defer the buildout of our new corporate headquarters until early 2021.
Net cash used in financing activities
38
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
•
During the six months ended June 30 , 2020 , we had net repayments under our ABL facility that de creased our outstanding long-term debt balance by $ 426.2 m illion .
•
During the six months ended June 30, 2019, we had net combined repayments under our prior senior revolving credit facility and our ABS facility that decreased our outstanding long-term debt balance by $149.0 million.
•
We had net borrowings under our inventory financing facilities of $7.5 million during the six months ended June 30, 2020 compared to net repayments of $43.2 million during the six months ended June 30, 2019.
•
During the six months ended June 30, 2020, we repurchased an aggregate of $25.0 million of our common stock, pursuant to a repurchase program approved in February 2020, with no comparable repurchases during the six months ended June 30, 2019.
Financing Facilities
Our debt balance as of June 30, 2020 was $437.5 million, including our finance lease obligations for certain IT equipment and other financing obligations.
•
Our objective is to pay our debt balances down while retaining adequate cash balances to meet overall business objectives.
•
Our convertible senior notes are subject to certain events of default and certain acceleration clauses. As of June 30, 2020, no such events have occurred.
•
Our ABL revolving credit facility contains various covenants customary for transactions of this type, including complying with a minimum receivable and inventory requirement and meeting monthly, quarterly and annual reporting requirements. The credit agreement contains customary affirmative and negative covenants and events of default. At June 30, 2020, we were in compliance with all such covenants.
We also have agreements with financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions.
•
These amounts are classified separately as accounts payable – inventory financing facilities in our consolidated balance sheets.
•
Our inventory financing facilities have an aggregate availability for vendor purchases of $490.0 million, of which $261.1 million was outstanding at June 30, 2020.
Undistributed Foreign Earnings
Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. As of June 30, 2020, we had approximately $120.4 million in cash and cash equivalents in certain of our foreign subsidiaries, primarily residing in Canada and the Netherlands. Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business or through actual dividend distributions.
Off-Balance Sheet Arrangements
We have entered into off-balance sheet arrangements, which include indemnifications. The indemnifications are discussed in Note 10 to the Consolidated Financial Statements in Part I, Item 1 of this report and such discussion is incorporated by reference herein. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or future effect on our business, financial condition or results of operations.
39
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Recently Issued Accounting Standards
The information contained in Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report concerning a description of recently issued accounting standards which affect or may affect our financial statements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.
Contractual Obligations
There have been no material changes in our reported contractual obligations, as described under “Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
40
INSIGHT ENTERPRISES, INC.
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