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CLPS IncorporationInsight Enterprises, Inc Insight Enterprises, Inc., a Fortune 1000 company, is a holding company composed of the following operating units: Insight Direct Worldwide, Inc. is a leading global direct marketer of computers, hardware and software, offering a broad line of more than 130,000 brand name products primarily to businesses in the United States, Canada, the United Kingdom and Germany. Insight sells its products via the Internet and by a staff of customer-dedicated account executives utilizing proactive outbound telephone-based sales, electronic commerce and electronic marketing. PlusNet Technologies Limited, a 95% owned subsidiary of Insight Direct Worldwide, Inc., is an Internet (ìISPî) and applications (ìASPî) service provider providing Internet access and value-added Internet services within the United Kingdom to residential, small- and medium- sized business and corporate customers. Direct Alliance Corporation provides outsourced marketing, sales and supply chain services to enable manufacturers to access the direct channel. Insight Direct Worldwide, Inc. www.insight.com 800-INSIGHT PlusNet Technologies Limited www.plus.net 011-44-114-220-0097 Direct Alliance Corporation www.direct-alliance.com 800-998-8071 Insight Enterprises, Inc $2.0 $1.5 $1.0 $56.7 $1.35 $33.6 $20.5 $0.83 $0.54 ‘98 ‘99 ‘00 ‘98 ‘99 ‘00 N e t S a l e s ( I n b i l l i o n s ) N e t E a r n i n g s ( I n m i l l i o n s ) (1)(2)(3) ‘98 ‘99 ‘00 D i l u t e d E a r n i n g s P e r S h a r e (1)(2)(3)(4) S e l e c t e d B a l a n c e S h e e t D a t a (In thousands) Total assets 1998 1999 2000 $251,398 $375,382 $493,900 Long-term debt and obligations under capital leases, excluding current portion $8,268 $14,832 $33,223 Stockholders’ equity $151,108 $208,764 $264,996 Eric Crown Co-Chief Executive Officer and Chairman of the Board C o n d e n s e d C o n s o l i d a t e d S t a t e m e n t s o f E a r n i n g s D a t a (In thousands, except per share data) Y e a r E n d e d D e c e m b e r 3 1 , 1998 1999 2000 % Increase 2000 over 1999 Net sales $1,002,784 $1,518,369 $2,041,086 34% Earnings from operations (1)(2)(3) $33,885 $57,221 $92,978 62% Earnings before income taxes (1)(2)(3) $33,172 $56,775 $93,776 65% Net earnings (1)(2)(3) $20,450 $33,587 $56,672 69% Earnings per share (1)(2)(3)(4) Basic Diluted Shares used in per share calculation (4) $0.56 $0.54 $0.87 $0.83 $1.40 $1.35 61% 63% Basic Diluted 36,352 37,991 38,681 40,407 40,461 41,948 5% 4% Tim Crown Co-Chief Executive Officer, President and Director (1) 1999 figures include a $2.3 million charge ($1.4 million, net of taxes) for aborted aquisition costs. (2) 2000 figures include $1.9 million ($1.1 million, net of taxes) of proceeds from an insurance claim. (3) 2000 figures include $1.1 million ($680,000, net of taxes) accelerated vesting restricted common stock charge. (4) Retroactively reflects three-for-two stock splits effected in the form of stock dividends paid on February 18, 1999 and September 18, 2000. TT oo OO uu rr SS tt oo cc kk hh oo ll dd ee rr ss The year 2000 represented yet another banner year for Insight Enterprises, Inc. We completed our sixth year as a public company by surpassing $2 billion in annual sales, appearing at #13 on Forbes "Platinum 400 Ranking" and spanning the globe with operations from Tempe, Arizona to Sheffield, England. Along the way, we also announced our intention to spin-off Direct Alliance Corporation, bought back almost 1.4 million shares under our stock repurchase program, completed our fourth stock split and were again named by Fortune Magazine as "One of the Fastest Growing Companies in America". What a year! Strong sales and earnings growth remain our focus. Net sales for the year increased 34% to $2.0 billion from $1.5 billion in 1999 and Q4 2000 represented our 22nd quarter of sequential sales growth. Net earnings grew more than double the rate of sales to $56.7 million from $33.6 million in 1999, a 69% increase and the fourth quarter represented our 22nd sequential quarter with year over year growth in excess of 45%. Both sales and earnings growth were fueled by our successful sales and marketing strategy and continued focus on operational efficiency. Our overall growth rate is attributable to the impressive results delivered by each of our operating units - Insight Direct Worldwide, Inc. ("Insight") and Direct Alliance Corporation ("Direct Alliance"). Insight, our global computer products direct marketing business, grew net sales $515.6 million to $1.9 billion, or 36% over 1999. Insight's United States core (organically grown) business grew an impressive 45% in 2000. At year-end, Insight employed a total of 1,807 account executives, an increase of 42% over 1999. Again this year, Insight plans to aggressively hire account executives; however, this growth primarily will occur in its newly acquired state-of-the-art Montreal, Canada call center and in Europe. Insight continues to capitalize on the Internet as a time and cost reducer for both its customers and its suppliers. Insight's unassisted web sales grew 58% over 1999 and represented 11.5% and 12.4% of total net sales for the year and fourth quarter of 2000, respectively. myInsight pages, customized web pages designed specifically for Insight customers, continue to grow in number, and Insight continues to add enhanced functionality to its award-winning web site, www.insight.com. Insight's philosophy remains that the account executive manages the account while the Internet manages the transaction. We remain confident that Insight boasts the most efficient and effective business strategy for selling high tech products to small- to medium-sized business customers all over the world. Direct Alliance, our global outsourcing business, likewise had another outstanding year. Net sales increased $7.1 million, or 6.8%, to $110.9 million in 2000. As we have noted before, the true growth of Direct Alliance is masked by its strategically planned shift in outsourcing arrangements from product based programs to service fee based programs. If all sales transacted by Direct Alliance had been accounted for as if they were product based programs, net sales growth for Direct Alliance would have been a spectacular 234%. As we announced in a Press Release dated December 22, 2000, we intend to spin-off Direct Alliance in a tax-free distribution to the stockholders of Insight Enterprises, Inc. in late 2001. Prior to the spin-off, it is our intent to complete an Initial Public Offering of Direct Alliance's Common Stock, as detailed in the registration statement filed with the Securities and Exchange Commission on December 22, 2000. As we turn the page on another exceptional year, we approach 2001 with confidence and enthusiasm. We believe our business strategy positions us for continued global success, and we feel we are prepared to conquer any challenges the future may present. Thank you to everyone who helps make Insight Enterprises, Inc. a success year after year - our stockholders, customers, alliance partners and employees. We could not do it without you! Eric Crown Co-Chief Executive Officer and Chairman of the Board Tim Crown Co-Chief Executive Officer, President and Director SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) / X/ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2000 or / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ___________ Commission File Number: 0-25092 INSIGHT ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 86-0766246 (IRS Employer Identification No.) 1305 West Auto Drive Tempe, Arizona (Address of principal executive offices) Registrant’s telephone number, including area code: (480) 902-1001 Securities registered pursuant to Section 12(b) of the Act: 85284 (Zip Code) Title of each class None Name of each exchange on which registered N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based upon the closing price of the Registrant’s Common Stock as reported on the Nasdaq National Market on February 28, 2001, was approximately $935,820,000. Shares of Common Stock held by each officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The number of outstanding shares of the Registrant’s Common Stock on February 28, 2001 was 41,248,266. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 15, 2001 are incorporated by reference in Part III hereof. INSIGHT ENTERPRISES, INC. FORM 10-K ANNUAL REPORT Year Ended December 31, 2000 TABLE OF CONTENTS ITEM 1. ITEM 2. ITEM 3. ITEM 4. ITEM 5. ITEM 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. PART I Business .............................................................................................................. Properties ............................................................................................................ Legal Proceedings .............................................................................................. Submission of Matters to a Vote of Security Holders ...................................... PART II Market for the Registrant’s Common Stock and Related Stockholder Matters ............................................................................................................ Selected Consolidated Financial and Operating Data....................................... Management’s Discussion and Analysis of Financial Condition and.............. Results of Operations ..................................................................................... Quantitative and Qualitative Disclosures about Market Risk........................... Financial Statements and Supplementary Data................................................. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................................................................................... ITEM 10. ITEM 11. ITEM 12. ITEM 13. Directors and Executive Officers of the Registrant .......................................... Executive Compensation.................................................................................... Security Ownership of Certain Beneficial Owners and Management ............. Certain Relationships and Related Transactions............................................... PART III ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .............. PART IV SIGNATURES ............................................................................................................................. Page 1 9 9 9 10 11 12 20 20 20 20 20 20 20 20 22 Item 1. Business General PART I Insight Enterprises, Inc. (the “Company”) is a holding company with the following operating units: Insight Direct Worldwide, Inc. (“Insight”) and Direct Alliance Corporation (“Direct Alliance”). Insight represented 95% of the Company’s net sales in 2000 with the remaining 5% generated by Direct Alliance. The Company was incorporated in Delaware in 1991 and is the successor to the business that commenced operations in 1988. Unless otherwise indicated, the “Company” as used herein refers to Insight Enterprises, Inc. and its subsidiaries and predecessors. The Company’s executive offices are located at 1305 West Auto Drive, Tempe, Arizona 85284, and its telephone number is (480) 902-1001. Sales, administrative offices and distribution facilities are also situated in Tempe, Arizona. Our full-service United States distribution center is located in Indianapolis, Indiana. We also have sales and distribution facilities in Canada, the United Kingdom and Germany. We maintain web sites at www.insight.com and www.direct-alliance.com. Insight Insight is a leading global direct marketer of brand name computers, hardware and software. Insight sells products via the Internet and by a staff of customer-dedicated account executives utilizing proactive outbound telephone-based sales, electronic commerce and electronic marketing. We market primarily to small- and medium-sized businesses of 50 to 1,000 employees in the United States, Canada, the United Kingdom and Germany. We offer an extensive assortment of more than 130,000 SKUs of computer hardware and software, including such popular name brands as Compaq, Gateway, Hewlett- Packard, IBM, Microsoft, Toshiba and 3COM. We believe that our knowledgeable sales force, aggressive marketing strategies and streamlined distribution, together with our advanced proprietary information system, have resulted in customer loyalty and profitable growth. We seek to create strong, long-term relationships with our customers through the use of a well-trained, dedicated outbound sales force whose goal is to increase penetration of existing accounts, encourage repeat buying and ensure customer satisfaction. To that end, Insight has increased its number of account executives by 672% over the last five years, from 234 in 1995 to 1,807 at the end of 2000, the majority of whom focus on outbound telemarketing. We have developed a highly refined operating model to support our efficient fulfillment and distribution infrastructure. We believe our technologically advanced, proprietary real-time information systems enhance the integration of our sales, distribution and accounting functions, allowing us to leverage operating expenses while at the same time improve customer service. Moreover, we believe our efficient use of technology has resulted in an expanded product offering, while maintaining a “just-in-time” inventory system. In the fourth quarter of 1997, we expanded internationally by initiating operations in Canada. During 1998, we expanded our operations to the United Kingdom and Germany, both through acquisitions. Also in 1998, we acquired an 85% interest in PlusNet Technologies, Limited (“PlusNet”) with an additional 10% purchased in 2000. PlusNet is an Internet (“ISP”) and applications (“ASP”) service provider providing Internet access and value-added Internet services within the United Kingdom to residential, small- and medium-sized businesses and corporate customers. North American sales represented 93% of Insight’s net sales in 2000, with the remaining 7% generated by our European subsidiaries. Insight’s objectives are to increase sales and profitability in all areas by (i) expanding its customer base, (ii) increasing penetration of its existing customer base, (iii) expanding globally, (iv) leveraging its existing infrastructure, (v) expanding product and service offerings and (vi) utilizing emerging technologies. Our goal is to become the primary source for providing computer products to our target markets. Direct Alliance Direct Alliance provides demand generation marketing, direct sales management, Internet enablement, product fulfillment and transaction management services using state-of-the-art proprietary technology, infrastructure and processes. Our services enable manufacturers of brand name products to sell directly to customers and support existing indirect sales channels in a cost-effective and timely manner. We operate as a “virtual division” of our clients, and provide a comprehensive range of services, from customer acquisition to returns management. Our unique combination of services, technology and direct channel expertise allows us to provide customized, vertically integrated outsourced programs for our clients. Direct Alliance’s goal is to become the leading global provider of outsourced direct channel services by enhancing existing client relationships, expanding market share in its current industry, expanding into new industries, broadening its service offerings globally, developing strategic partnerships and continually improving its technology. 1 On December 22, 2000, the Company announced its intention to spin-off Direct Alliance in a tax-free distribution to its stockholders sometime in late 2001. Prior to the spin-off, it is the Company’s intent to complete an initial public offering of up to $50 million of Direct Alliance’s Common Stock, as detailed in the registration statement filed with the Securities and Exchange Commission on December 22, 2000. Industry Background Computer, hardware and software sales continue to increase in the United States and worldwide. However, during the fourth quarter of 2000, we noted a slowdown in growth of notebook and desktop computer sales. We believe that sales of computers and related products have increased during the past several years principally because of the following: (i) decreasing prices of computers, hardware, and software resulting primarily from technological advances and intense competition among manufacturers, retailers, and resellers, (ii) improvements in computer hardware performance and the development of new software applications, (iii) increased use of computers by businesses, educational institutions, and governments, (iv) increased user familiarity with computers, (v) rapid technological advances, resulting in shorter product life cycles, and (vi) component commonality resulting from the emergence of industry standards. Businesses today operate in an environment of rapid technological advancement, increasing competition and continuous pressure to improve operating efficiencies. In response to these conditions, two important trends have emerged that are relevant to our business. First, manufactures increasingly are using the direct channel, through direct marketers such as Insight or internally, to market and sell products directly to customers in order to enhance sales growth and lower overall selling costs. Second, manufacturers, electing to access the direct market internally, increasingly are outsourcing business processes such as sales and marketing to providers such as Direct Alliance in order to focus on their core competencies and to lower costs. The market for computers and related products is served through a variety of distribution channels, and intense competition for market share has forced computer manufacturers to seek the most cost effective and efficient channels to distribute their products. We believe the direct marketing channel that we operate in is the fastest growing segment of the personal computer product markets both in the United States and worldwide. Additionally, we believe that larger companies, such as Insight, are continuing to take market share away from smaller companies. We believe that as businesses and individuals become increasingly familiar with computers, they are more receptive to direct marketing. We believe that as customers become more receptive to direct marketing, their purchase decision will be based increasingly on product selection and availability, price, convenience, and customer service. We believe that direct marketers offer broader product selection, lower prices, and greater purchasing convenience than traditional retail stores or value added resellers (“VARs”). We believe that new entrants into the direct marketing channel must overcome a number of significant barriers to entry including (i) the time and resources required to build a customer base of sufficient size and a well-trained account executive sales base, (ii) the significant investment required to develop an information and operating infrastructure, (iii) the advantages enjoyed by established larger competitors with purchasing and operating efficiencies, (iv) the reluctance of manufacturers and distributors to allocate product and cooperative advertising funds and establish electronic transactional relationships with additional participants and (v) the difficulty of identifying and recruiting management personnel. We believe that we will continue to benefit from industry changes as a cost-effective provider of a full range of computer and related products through direct marketing. We believe that traditional distribution channels, such as retail stores and VARs, do not satisfy customers’ key purchase criteria of product selection and availability, price, convenience and customer service, thus creating opportunity for growth of direct marketers of computer products. Additionally, we believe that Internet-only computer providers, though offering attractive pricing, do not offer the necessary support functions (e.g., dedicated account executives, purchases on credit terms and efficient return privileges) to satisfy the Company’s targeted customers, small- and medium-sized businesses. Finally, we believe that more companies who desire to access the direct market will outsource their business processes to companies such as Direct Alliance who offer speed to market and a cost- effective solution. Operating Strategy Our objective is to become the global leader in the direct sales and direct marketing of computers and related products to the computer-literate end-user. Additionally, we seek to become the leading global provider of outsourced direct channel solutions. The key elements of our strategy are as follows: Small- to Medium-sized Business Market Focus. We target businesses with 50 to 1,000 employees, which we believe is one of the most valuable segments of the computer market because they demand leading, high-performance technology products, purchase frequently, are value conscious, and require less technical support. Our operating model positions us to 2 more effectively serve this business segment of the market through our competitive pricing, extensive product availability, high levels of customer service, and cost-effective distribution systems and technological innovation. Well Trained Account Executives and Attractive Targeted Marketing. We offer our products through integrated direct marketing that includes outbound and inbound telesales, electronic commerce, electronic direct marketing, printed catalogs and selectively targeted advertisements in trade publications. We focus our effort on outbound telemarketing and, to this end, have increased the number of account executives at Insight at a compound annual rate of 42% over the last five years to 1,807 in 2000. To support our marketing effort, we have prioritized our customer database, assigned account responsibility to specific account executives and enhanced sales training. Use of E-Commerce. We actively promote the use of e-commerce with our customers. We believe that providing the customer with a seamless e-commerce system supported by well-trained account executives results in a highly efficient business model with high customer satisfaction. Additionally, through the promotion of e-commerce, including customized customer web pages called “myInsight”, we hope to increase sales and facilitate the customer’s ease of doing business with Insight. Building Customer Loyalty. We strive to create a strong, long-term relationship with our business customers, which we believe increases the productivity of our existing accounts, encourages repeat buying, and ensures customer satisfaction. We believe that a key to building customer loyalty is to provide customers with a team of knowledgeable and empowered account executives backed by a strong support staff. Most business customers are assigned a trained account executive who handles orders and notifies them of products and services that may be of specific interest. We believe these strong one-on- one relationships improve the likelihood that the customer will look to the Company for future purchases. Broad Selection of Branded Products. We provide the convenience of one-stop shopping by offering our customers a broad, comprehensive selection of more than 130,000 computer and related products based on the Wintel standard. We offer brand name products of major manufacturers, including, Compaq, Gateway, Hewlett-Packard, IBM, Microsoft, Toshiba and 3COM. Our breadth of product offering combined with our efficient, high-volume and cost-effective direct marketing practices allows us to offer competitive prices. We have developed “direct-ship” programs with many of our suppliers through the use of electronic data interchange links allowing us to expand further our product offerings, without increasing inventory and handling costs or exposure to inventory risk. Efficient Technologically Driven Operator. We have developed a highly refined operating model to support an efficient fulfillment and distribution infrastructure. Our business model yielded inventory turns of 74 and 57 times in 2000 and 1999, respectively. We also use technologically advanced, proprietary, real-time information systems to enhance the integration of our sales, distribution and accounting functions, with the goal of lowering operating expenses while at the same time improving customer service and satisfaction levels. To minimize our inventory exposure, we use a variety of inventory control procedures and policies, including automated “just-in-time” management and electronic “direct-ship” programs with suppliers. Sixty-four percent of our orders in 2000 were shipped directly to the customer from our suppliers. In addition, we use other automated systems involving telephony, credit card processing and standard email notification to further streamline operations and improve profitability and increase customer satisfaction. Growth Strategy Our growth strategy is to increase sales and earnings by: Expanding Our Customer Base. We believe we have captured less than a third of the accounts in our target market, small- and medium-sized businesses in the United States, and a much smaller percentage of those target accounts outside of the United States. We seek to acquire new account relationships through proactive outbound telemarketing, electronic commerce and marketing. Increasing Penetration of Our Existing Customer Base. We believe the Company is the primary provider of computers and related products for less than half of our customers. We seek to become the primary provider for our customers by developing and increasing the number of account executives who focus on outbound telemarketing opportunities. We believe proactive account management and assignment of specific identified account executives dedicated to developing closer relationships with active business customers will enable us to increase the volume, frequency, and breadth of the business. In order to increase our capability to contact accounts, Insight has increased the number of account executives by 672% since 1995, to 1,807 as of December 31, 2000, most of whom focus on outbound telemarketing. We continue to refine our customer database to better understand and service our customers resulting in long-term customer relationships. In addition, we have added senior level sales managers to our management team in order to enhance sales productivity and provide a comprehensive on-going training program to our account executives. Expanding Globally. We seek to become a global leader in direct marketing. To that end, we established operations in Canada in 1997 and in the United Kingdom and Germany in 1998. For the year ended December 31, 2000, 6% of 3 Company’s net sales were from European subsidiaries. We intend to continue expanding globally through the expansion of our existing European infrastructure in the United Kingdom and Germany. Leveraging Our Existing Infrastructure. We have expended considerable resources to develop our infrastructure to support planned growth. Since the end of 1999, we have increased the number of account executives at Insight by 534 and invested in our facilities and information systems. We believe that ultimately these investments will allow us to increase sales, without a corresponding increase in operating expenses. We expect to continue to reduce operating expenses as a percent of sales and improve profitability through increased productivity of new account executives, cost-effective marketing, utilization of electronic commerce and economies of scale. In addition, we have developed strong relationships with our suppliers and continue to offset certain expenses through the receipt of supplier reimbursements. We intend to continue to leverage our core operations by offering outsourcing of direct marketing services to leading manufacturers of brand name products. Expanding Our Product Offerings. We offer an extensive assortment of products. Many of our products are offered through the use of our proprietary software which enables us to maintain a “virtual inventory” through real-time access to supplier products via electronic data interchange links. In 2000, 64% of the Company’s shipments were “direct shipped” from non-Company distribution facilities, compared to 53% in 1999. We intend to continue to expand our product offerings through increased use of the electronic “direct ship” programs with suppliers as well as seeking new product authorizations, as they become available to direct channels. In addition, we intend to continue to analyze domestic and international acquisition opportunities that would increase our market share or further expand and enhance our existing product offerings to the business customer. Utilizing Emerging Technologies. The Company has historically been a leader in creating and capitalizing on emerging technologies in direct marketing and it intends to continue to capitalize on such new advances. The Company expects to continue to utilize emerging marketing and distribution channels such as the Internet and on-line computer services to generate sales, distribute product information, provide product support, and obtain additional customer leads. The Company experienced a 64% increase in unassisted Internet sales, which constituted approximately 11.4% and 9.1% of its sales in 2000 and 1999, respectively. We believe that our target business customers are technologically sophisticated and will increase utilization of such services. These new distribution channels continue to expand the scope of our marketing efforts, and we believe that they will lead to increased sales and profitability. In particular, we believe that our direct marketing capabilities will provide us a competitive advantage in the rapidly expanding Internet commerce channel. We expect to further utilize our direct marketing expertise in order fulfillment and distribution to take advantage of these new direct marketing channels as they continue to develop. Expanding Our Outsourcing Clients and Existing Client Relationships. We currently provide outsourcing services to several large manufacturers of name brand computers and computer related products. We believe there will continue to be growth within our current client programs as well as opportunities to obtain new clients in this industry. Additionally, we intend to actively solicit new customers from outside the computer industry. Marketing We sell our products through the direct marketing channel. Our marketing programs are designed to attract new customers and to stimulate additional purchases from existing customers. Through our marketing programs, we emphasize our broad product offering, competitive pricing, fast delivery, customer support and multiple payment options. We use a variety of marketing techniques to reach existing and prospective customers including outbound telemarketing, electronic marketing and communications, catalogs, advertising and specialty marketing programs. Outbound Telemarketing. We maintain a core group of outbound telemarketing account executives who contact specified customers on a systematic basis to generate additional sales. In addition, when time permits, these account executives utilize various prospecting techniques in order to increase the size of our customer base. We believe that small- and medium-sized businesses respond favorably to a one-on-one relationship with personalized service from well-trained account executives. Once established, these one-on-one relationships are maintained and enhanced through frequent telecommunications supplemented by e-marketing materials designed to meet each customer’s specific computing needs. At December 31, 2000, Insight employed 1,807 account executives, an increase of 42% from 1,273 account executives at December 31, 1999, most of whom are focused on outbound marketing. Electronic Marketing and Communications. The Company maintains web sites that feature current product offerings, special promotions, technical product specifications and other useful information. Customers may place orders while at one of the sites using a credit card or electronic purchase order. Unassisted web orders – those transacted without the assistance of an account executive – represented 11.4% of the Company’s net sales in 2000. We believe this percentage will increase as the popularity and credibility of the Internet grows and as businesses and electronic customers increase their use of the Web to procure computing products. 4 Our outbound telemarketing account executives encourage customers to utilize the Company’s web sites for placing orders, and we offer selected businesses customized web sites that are designed by our electronic marketing team. These customized web areas allow businesses to procure computing products from us at specially negotiated volume pricing. We also create awareness of our products to an audience of electronically savvy customers and prospects through graphically rich electronic catalogs, electronic postcards and other branded sales messages transmitted via e-mail. Catalogs. Our catalogs are selectively mailed to existing active customers to increase sales to those customers. Each Insight catalog provides detailed product descriptions, manufacturers’ specifications, pricing and service and support features. As part of our outsourcing services, we also produce catalogs for certain manufacturers. These catalogs are circulated periodically, and for select manufacturers the catalog is inserted into the manufacturer’s product packaging. Advertising. We place targeted advertisements in trade publications in the United States, the United Kingdom and Germany. These color advertisements provide detailed product descriptions, manufacturers’ specifications and pricing information and emphasize Insight’s service and support features. Additionally, the Insight logo and telephone number are included in promotions by selected manufacturers. Specialty Marketing. We continue to increase our national exposure, promote local interest, and increase traffic on our Web site through sponsorship of the “Insight.com Bowl”, a post-season intercollegiate football game. During the 2000 Insight.com Bowl, which was telecast live by ESPN on December 28, 2000, we aired television commercials showcasing Insight and its products. These 15-second spots were designed to introduce the Insight brand to prospective customers and encourage high-technology business buyers to visit Insight’s web site at www.insight.com. Supplier Reimbursements. We obtain supplier reimbursements from certain product manufacturers. We typically receive reimbursements from suppliers based upon the volume of purchases, or sales, of the suppliers’ product. In other cases, such reimbursements may be in the form of discounts, advertising allowances, price protection or rebates. Additionally, manufacturers may also provide mailing lists, contacts or leads. No assurance can be given that we will continue to receive such reimbursements or that we will be able to collect outstanding amounts relating to these reimbursements in a timely manner, or at all. A reduction in or discontinuance of, a significant delay in receiving, or the inability to collect such reimbursements could have a material adverse effect on the Company’s business, results of operations and financial condition. We believe that supplier reimbursements increase our marketing reach and strengthen relationships with leading manufacturers. Customers. We maintain an extensive database of customers and potential customers. Based on dollar volume, approximate percentages of net sales for 2000 to end-users in the Company’s four major market segments were as follows: business, including computer resellers - 91%, educational institutions - 3%, government organizations - 2%, and home - 4%. The percentage of net sales to business customers has increased from 82% in 1999. No single customer accounted for more than two percent of net sales during 2000. Sales We believe that our ability to establish and maintain long-term relationships and to encourage repeat purchases is dependent, in part, on the strength of our account executives. Because our customers’ primary contact with the Company is through our account executives, we are committed to maintaining a qualified and knowledgeable sales staff. We focus on recruiting and training high-quality personnel. New account executives are required to participate in an extensive training program to develop proficiency and knowledge of the Company’s products. This program consists of class work focusing on technical product information, sales and customer service, and supervised inbound and outbound sales experience. Additionally, the Company, in conjunction with product manufacturers and distributors, sponsors weekly training sessions introducing new products and emphasizing fast-selling products. The Company also has a training program that seeks to refine sales skills and introduce new policies and procedures. Each account executive is responsible for building a customer base. Most first time callers are assigned to an account executive, and subsequent incoming calls from that customer are then directed to their account executive. Our information system allows on-line retrieval of relevant customer information, including the customer’s history and product information, such as list price, cost and availability, as well as up-selling and cross-selling opportunities. Account executives are empowered to negotiate sales prices within limits established by the Company, and part of their compensation is based upon the gross profit dollars generated. Most account executives also make outbound sales calls to customers. We attribute our high outbound call volume and favorable repeat orders in part to the strength of our account executives. We have established dedicated sales divisions focusing on business, education, and government accounts. These account executives have demonstrated the ability to interact with sophisticated purchasing agents and the management information staffs of larger organizations. 5 Products and Merchandising We offer computers, hardware and software products. The following chart provides information regarding selected products offered by the Company during 2000 and 1999: Product Categories Computers: Percentage of Product Sales 2000 1999 Selected Product Manufacturers Compaq Hewlett-Packard Notebooks and Handhelds ................................. Desktops and Servers......................................... 20% 16% 18% Palm 17% Hard disk drives .................................................... Memory/Processors............................................... Monitors/Video ..................................................... Network/Connectivity........................................... Printers ................................................................... 6% 7% 7% 9% 8% 7% Compaq Quantum 8% Intel Kingston 6% NEC/ Mitsubishi InFocus 8% Cisco Systems Hewlett-Packard 9% Epson Hewlett-Packard Software................................................................. 12% 11% Adobe Miscellaneous........................................................ 15% Microsoft 16% American Power Conversion Imation IBM Toshiba Sony Seagate Western Digital Compaq Viking Princeton Graphic Systems ViewSonic Intel 3Com Lexmark Okidata Veritas Symantec Adaptec Belkin Power Our largest product category is computers, representing 36% of product sales in 2000, up from 35% in 1999. The continued increase in computers as a percentage of sales is due to the 49% growth in sales of notebooks, including hand-held personal computers, and the increase in sales in this category in our European operations. This increase was partially offset by the slowing of demand for desktops and notebooks late in the fourth quarter of 2000. In addition, sales of software increased 49% over 1999 primarily due to increased sales of software licenses to small- to medium-sized businesses. We select our products based upon existing and proven technology. We will not introduce a new product until we believe that a sufficient market has developed. Our product managers and buyers evaluate new products and the effectiveness of existing products, and select products for inclusion in our product offerings based upon market demand, product features, quality, reliability, sales trend, price, margins and warranties. Because our goal is to offer the latest in technology, we quickly replace slower selling products with new products. We offer more than 130,000 computer and related products based on the Wintel standard. Historically, we have made purchases/sales from/to other computer resellers in order to offer our customers favorable pricing, or to balance our inventory to minimize inventory exposure risk. Service and Support We believe we achieve high levels of customer satisfaction. More than 80% of our orders in 2000 were placed by customers who had previously purchased products from Insight. Our dedication to prompt, efficient customer service are important factors in customer retention and overall satisfaction. Fast Product Delivery. Utilizing our proprietary information system, customer orders are sent to our distribution center or to one of our “direct ship” suppliers for processing immediately after credit approval. Federal Express has set up its own packing facility within the Company’s distribution center, and we have integrated Federal Express’ and United Parcel Service’s labeling and tracking system into our information system to ensure prompt delivery. Additionally, we have integrated our information system with our “direct ship” suppliers; as a result, shipments from these suppliers are transparent to our customers. However, in cases where we assume the risks and rewards of ownership, we record the revenues and related costs derived from the sale of such products in our net sales, and cost of goods sold, respectively. We ship most of our orders on the day the orders are received and credit is approved. Specialty Communications. Our employees use the Internet to enhance customer support and inter-business correspondence. The Internet provides a convenient communication device enabling customers to contact their sales, customer service, and technical support representatives via e-mail messages. The customer may elect to receive a message via e-mail automatically upon shipment to confirm that the order has been shipped. 6 Warranties and Product Returns. Most of the products marketed by the Company are warranted by the manufacturer. We usually request that customers return their defective products directly to the manufacturer for warranty service. On selected products, and for selected customer service reasons, we accept returns directly from the customer and then either credit the customer or ship a replacement product. We generally offer a limited 15- or 30-day money back guarantee for unopened products and certain opened products; however, certain products are subject to restocking fees. The returned products are quickly processed and returned to the manufacturer or supplier for repair, replacement, or credit to the Company, or resold by the Company if unopened. Products that cannot be returned to the manufacturer for warranty processing, but are in working condition, are promptly sold to inventory liquidators, which helps us minimize losses from returned products. Technology Based Operations We believe our implementation of advanced technological systems provides competitive advantages by increasing the productivity of our account executives, delivering more efficient customer service and reducing order processing and inventory costs. Our account executives can access the Company’s proprietary information system to obtain (i) a customer history, (ii) the cost and availability of the current order, (iii) gross profit information, (iv) the compatibility of products ordered, and (v) cross-selling and up-selling opportunities. We believe that the information available to our account executives empowers them to make better decisions, provide superior customer service, and increase overall profitability. We have incorporated redundancy in our information systems and back-up systems and generators that will help to minimize the impact of interruption in our information or telecommunication systems. We believe that our investment in information technology will continue to improve efficiency. We have integrated our sales, distribution, inventory, and accounting systems. Utilizing our proprietary information system, orders are electronically sent to either a Company distribution center or to a “direct ship” supplier for processing immediately upon credit approval. All products received in the Company’s distribution center have a standard UPC code, manufacturer bar code, or supplier bar code, or are issued a bar code. Our SuperScan process checks orders to ensure accurate fulfillment prior to shipping and then records reduction in inventory. We have implemented a re-ordering system that calculates lead times and, in some instances, automatically re-orders from certain suppliers. Our sophisticated system accepts price quotes from several competing suppliers and automatically re-orders from the supplier with the most competitive price. We have integrated our order processing, labeling, and tracking systems with Federal Express and United Parcel Service to ensure overnight delivery. Additionally, we have implemented an on-line, real time credit card address verification and approval system through a third-party provider with Visa®, MasterCard®, American Express® and Discover® to instantaneously match the address provided by the customer with the specific credit card billing address and obtain transaction approval. Our telephone system can automatically route calls, depending on their originating data, to specific sales groups, or to the best-selling account executives. Our telephone system also uses menu systems that permit the customers to route themselves to the appropriate service or sales area, or to their assigned account executives. Purchasing and Distribution Purchasing/Inventory Management. During 2000, we purchased products from approximately 700 suppliers. Approximately 14% (based on dollar volume) of these purchases were directly from manufacturers, with the balance from distributors. Purchases from Ingram Micro, Inc. (a distributor), our largest supplier, accounted for approximately 26% of our total product purchases in 2000. The top five suppliers as a group (Ingram Micro, Inc.; Tech Data Corporation (a distributor); Merisel, Inc. (a distributor); Synnex Information Technologies, Inc. (a distributor) and Toshiba America Information Systems, Inc. (a manufacturer)) accounted for approximately 64% of our total product purchases during 2000. We believe we have excellent relationships with our suppliers, which have resulted in favorable return and price protection policies, as well as supplier reimbursements. Although brand names and individual products are important to our business, we believe that competitive sources of supply are available in substantially all of our product categories and therefore we are not dependent on any single supplier. We believe that 60%-70% of computer purchases by our customers are made without regard to brand. Inventory Management. We utilize “just-in-time” inventory management to reduce inventory costs. Our order fulfillment and inventory controls allow us to forecast and order products “just-in-time” for shipping. We promote the use of electronic data interchange with our suppliers, which helps to reduce overhead and the use of paper in the ordering process. Additionally, some distributors will “direct ship” products directly to the customer, which reduces physical handling by the Company. Sixty-four percent of our orders were “direct shipped” from non-Company distribution facilities in 2000. Such “direct shipments” are transparent to the customer. However, in cases where we assume the risks and rewards of ownership, we record the revenue and related costs from the sales of such products in our net sales and cost of goods sold, respectively. These inventory management techniques allow us to offer a greater range of products without increased inventory requirements, and to have reduced inventory exposure and faster order fulfillment time, resulting in inventory turns of 74 and 57 times for 2000 and 1999, respectively. 7 Distribution Center. The majority of our United States distribution operations are conducted at our 178,000-square foot shipping facility in Indianapolis, Indiana. Activities performed in this distribution center include receipt and shipping of inventory, configuration of computer systems, and returned product processing. Orders are transmitted electronically from the account executive to the distribution center upon credit approval, where a packing slip is printed automatically for order fulfillment. All inventory items are bar coded and placed in designated bin locations that are marked with both readable and bar coded identifiers. Product movement is computer directed and radio frequency scanned for verification. Radio frequency technology also is used to perform daily inventory cycle counts to ensure inventory accuracy. We also use our SuperScan process to ensure accurate order fulfillment. We also have distribution facilities in Arizona, Canada, the United Kingdom and Germany. Outsourcing We seek to leverage our core competencies in direct marketing by providing outsourced direct marketing services through Direct Alliance. We believe that our unique combination of services, technology and direct channel expertise allows us to provide our clients with the following benefits: profitable sales growth, cost-effectiveness, speed to market, improved customer satisfaction and system capabilities for international operations. Our customized programs encompass a full range of services from customer acquisition to returns management and generally can be grouped into the following categories: a) demand generation marketing, b) direct sales management, c) Internet enablement, d) product fulfillment and e) transaction management. We currently provide direct marketing services to certain brand name computer product manufacturers. At December 31, 2000, our client list included IBM, Hewlett- Packard, Micron, Toshiba and Unisys. Presently, our outsourcing arrangements are service fee based whereby the Company derives net sales based primarily upon a cost plus arrangement and a percentage of the sales price from products sold. Revenues from service fee based programs and direct costs related to the generation of those revenues are included in the Company’s net sales and cost of goods sold, respectively. Also, as an accommodation to select service fee based program clients, we also purchase and immediately resale products to our clients for ultimate client resale to their customers. These pass through product sales are completed at little or no gross margin and are included in net sales and costs of goods sold. Prior to October 1, 2000, under certain outsourcing arrangements, Direct Alliance took title to inventories of products and assumed credit risk associated with sales to the end user. Revenues and the related costs from the sales of such products are included in the Company’s net sales and cost of goods sold, respectively. Starting October 1, 2000, all of Direct Alliance’s programs are service fee based programs. The rate of our net sales growth in the future may be affected by the mix of type of outsourcing arrangements, which are in place from time to time. Additionally, some of the programs may be seasonal in nature, because the manufacturers’ target customers can have cyclical buying patterns. Although we are presently focused on computer-related products, we intend to evaluate opportunities to leverage our sales, marketing, and distribution capabilities in areas involving non-computer products. Competition The computer and related products industry is highly competitive. We expect competition will increase as retailers and direct marketers who have not traditionally sold computer and related products enter the industry or if the industry’s rate of growth slows. We compete with a large number and wide variety of marketers and resellers of computers and related products, including traditional computer and related products retailers, computer superstores, Internet-only computer providers, consumer electronics and office supply superstores, mass merchandisers, and national direct marketers (including value-added resellers and specialty retailers, aggregators, distributors, franchisers, manufacturers and national computer retailers some of which have their own direct marketing operations). Certain of our competitors have longer operating histories and greater financial, technical, marketing, and other resources than the Company. In addition, many of these competitors offer a wider range of products and services than the Company and may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. Many current and potential competitors also have greater name recognition and more extensive promotional activities, offer more attractive terms to customers and adopt more aggressive pricing policies than the Company. Sales or Use Tax We presently collect sales tax only in states in which we have a physical presence. These states include Arizona, Indiana and Tennessee. Although not required, we also collect sales tax in California as an accommodation to our customers. Various states have sought to impose on direct marketers the burden of collecting state sales or use taxes on the sales of products shipped to that state’s residents. The United States Supreme Court has affirmed its position that, under the Commerce Clause of the United States Constitution, a state cannot constitutionally impose sales or use tax collection obligations on an out-of-state mail order company whose only contacts with the state are the distribution of catalogs and other advertising materials through the mail and the subsequent delivery of purchased goods by United States mail or by interstate common carrier from a point outside of the state. If the Supreme Court changes its position or if legislation is passed to overturn the Supreme Court’s decision, the imposition of a sales or use tax collection obligation on us for states to which we ship products would result in additional administrative expenses and could result in price increases to the customer 8 or otherwise have a material adverse effect on our business. From time to time, legislation to overturn this decision of the Supreme Court has been introduced, although to date, no such legislation has been passed. Additionally, there is the possibility of a tax being imposed on Internet sales, although today none has been enacted. We also collect a goods and services tax in Canada, and a value added tax in the United Kingdom and Germany. Patents, Trademarks and Licenses We do not maintain a traditional research and development group, but work closely with computer product manufacturers and other technology developers to stay abreast of the latest developments in computer technology. Where necessary, we have obtained licenses for certain technology. We conduct our direct marketing business under the trademark and service mark “Insight” and its related logo. We conduct out outsourcing business under the trademark “Direct Alliance” and its related logo. We believe our trademarks and service marks have significant value and are an important factor in the marketing of our products, and we intend to protect them. Personnel and Training As of December 31, 2000, the Company employed 3,440 persons; 1,155 were in management support services and administration, 2,129 were account executives and 156 were in warehouse/distribution. Our employees are not represented by any labor union, and the Company has experienced no work stoppages. We believe our employee relations are good. We have invested in our employees’ future and the Company’s future through an ongoing program of internal and external training. The training programs include a new hire orientation program, a sales training program, general industry and computer education as well as ongoing employee and management development programs. Insight’s Sales Training Program is dedicated to ensuring quality sales and customer services. The Sales Training Program encompasses a six-week extensive product, system and procedural training program. Ongoing sales skill classes target the positions of sales management, account executives and sales support by providing new skills for the entire sales process. Management development is a focus and provides each manager with development opportunities through classes relevant to his/her needs. We focus on a self-directed learning environment made possible via an e-learning initiative. Regulatory and Legal Matters The Company is subject to the Merchandise Mail and Telephone Order Rule and related regulations promulgated by the Federal Trade Commission and various regulatory authorities in Arizona and other states where our customers purchase products. We believe the Company is in compliance with such regulations and has implemented programs and systems to assure its ongoing compliance. Item 2. Properties Our executive officers are located in a 21,000 square foot building, which the Company owns. We also own a 103,000 square foot facility in Tempe, Arizona which houses part of Insight’s United States sales force, two facilities in Tempe, Arizona totaling approximately 186,000 square feet that house the sales, administration and distribution functions of Direct Alliance and a 100,000 square foot facility in Montreal, Canada which houses part of Insight’s United States and all of its Canadian sales force. All of the buildings we own are encumbered. We lease a 133,000 square foot facility in Arizona, which house’s Insight’s administrative support activities. We also lease a distribution center of approximately 178,000 square feet in Indianapolis, Indiana. We also lease another 47,000 square feet in Canada, 45,000 square feet in the United Kingdom, and 12,000 square feet in Germany which houses Insight’s operations outside the United States. We lease three homes in the United Kingdom for Insight employees. We may require more space in the future. The amount and timing of future space needs will depend upon the extent of our growth. We believe that suitable facilities will be available as needed. Item 3. Legal Proceedings The Company is a party to various legal proceedings arising in the ordinary course of business. While it is not feasible to predict the ultimate disposition of these matters, in the opinion of management their outcome will not have a material adverse effect on the financial condition of the Company. Item 4. Submission of Matters to a Vote of Security Holders None. 9 Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters Market Information PART II Our Common Stock is traded on the Nasdaq National Market under the symbol “NSIT.” The following table shows, for the calendar quarters indicated, the high and low sale prices of shares of our Common Stock as reported on the Nasdaq National Market. Common Stock Low Price High Price Year 1999 First Quarter ...................................................................... Second Quarter.................................................................. Third Quarter..................................................................... Fourth Quarter................................................................... Year 2000 First Quarter ...................................................................... Second Quarter.................................................................. Third Quarter..................................................................... Fourth Quarter................................................................... $26.667 20.167 23.583 27.833 27.167 42.417 43.417 33.250 $12.417 12.500 16.167 19.333 15.167 19.875 23.542 13.000 As of February 28, 2001 there were 41,248,266 shares outstanding of the Common Stock of the Company held by approximately 148 stockholders of record. There are approximately 9,000 beneficial holders of our Common Stock. Dividends. We have never paid a cash dividend on our Common Stock, and our credit facility prohibits the payment of cash dividends without the lender’s consent. The Board of Directors anticipates that all of the Company’s earnings will be retained for use in its business and does not intend to pay any cash dividends in the foreseeable future. On July 26, 2000, the Company’s Board of Directors approved a 3-for-2 stock split effected in the form of a stock dividend and payable on September 18, 2000 to the stockholders of record at the close of business on August 21, 2000. Additionally, 3-for-2 stock splits were effected in the form of stock dividends on February 18, 1999, September 8, 1998 and September 17, 1997. All share amounts, share prices and net earnings per share in this Annual Report on Form 10-K have been retroactively adjusted to reflect these 3-for-2 stock splits. 10 Item 6. Selected Consolidated Financial and Operating Data The following selected consolidated financial and operating data should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes thereto, and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations. The selected consolidated financial data presented below under the captions “Consolidated Statements of Earnings Data” and “ Consolidated Balance Sheet Data” as of and for each of the years in the five-year period ended December 31, 2000 are derived from the consolidated financial statements of the Company, which consolidated financial statements have been audited by KPMG LLP, independent certified public accountants. The consolidated financial statements as of December 31, 2000 and 1999, and for each of the years in the three-year period ended December 31, 2000 and the independent auditors’ report thereon, are included as part of this document. Years Ended December 31, 1996 1998 2000 1997 1999 Consolidated Statements of Earnings Data: Net sales ........................................................................... Cost of goods sold............................................................ Gross profit....................................................................... Operating expenses: Selling, general and administrative expenses ................. Aborted acquisition (proceeds) costs .............................. Restricted stock charge .................................................... Amortization of goodwill ................................................ Earnings from operations................................................. Non-operating (income) expense, net ............................. Earnings before income taxes.......................................... Income tax expense.......................................................... Net earnings ..................................................................... Earnings per share (1)...................................................... Basic ........................................................................... Diluted........................................................................ Shares used in per share calculations (1) (in thousands, except per share data, share amounts and selected operating data) $ 2,041,086 1,801,127 239,959 $ 1,518,369 1,337,370 180,999 $ 1,002,784 881,910 120,874 $ 627,735 548,612 79,123 $ 410,919 354,501 56,418 146,062 (1,850) 1,127 1,642 92,978 (798) 93,776 37,104 $ 56,672 120,265 2,302 - 1,211 57,221 446 56,775 23,188 $ 33,587 86,571 - - 418 33,885 713 33,172 12,722 $ 20,450 56,895 - - - 22,228 73 22,155 8,937 $ 13,218 44,237 - - - 12,181 (328) 12,509 4,951 $ 7,558 $ 1.40 $ 1.35 $ 0.87 $ 0.83 $ 0.56 $ 0.54 $ 0.38 $ 0.37 $ 0.27 $ 0.25 Basic ........................................................................... Diluted........................................................................ 40,461,233 41,948,340 38,681,436 40,407,459 36,351,537 37,990,548 34,417,043 36,142,110 28,239,690 30,042,485 Selected Operating Data: Insight account executives (end of period) ..................... Inventory turnover (2)...................................................... 1,807 74x 1,273 57x 954 26x 610 17x 336 17x December 31, 1996 1998 2000 1997 1999 (in thousands) $ Consolidated Balance Sheet Data: Working capital................................................................ Total assets ....................................................................... Short-term debt ................................................................ Long-term debt and line of credit, excluding current portion .............................................................................. Stockholders’ equity ........................................................ __________ (1) Adjusted to reflect the 3-for-2 stock splits effected in the form of stock dividends and payable on September 18, 2000, February 18, 1999, September 8, 1998 and September 17, 1997. All share amounts, share prices and earnings per share in the Annual Report on Form 10-K have been retroactively adjusted to reflect these 3-for-2 stock splits. 177,671 493,900 1,017 141,527 375,382 898 101,875 251,398 347 114,663 162,383 - 70,362 110,790 - 33,223 264,996 32,750 102,380 8,268 151,108 14,832 208,764 - 83,941 $ $ $ $ (2) Inventory turnover is calculated by dividing cost of goods sold for the year by the average of the beginning and ending inventories for the year and inventories at quarter ends within that year. 11 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Certain statements contained in this Item and elsewhere in this report may be “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements may include projections of matters that may affect sales, gross profit, operating expenses or net earnings; projections of capital expenditures; projections of growth; hiring plans; plans for future operations; financing needs or plans; plans relating to the Company’s products; and assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking information. Some of the important factors that could cause the Company’s actual results to differ materially from those projected in forward-looking statements made by the Company include, but are not limited to, the following: fluctuations in operating results, intense competition, reliance on outsourcing arrangements, mix of outsourcing arrangements, past and future acquisitions, international operations, risk of business interruption, management of rapid growth, need for additional financing, changing methods of distribution, reliance on suppliers, changes in supplier reimbursement programs, rapid change in product standards, inventory obsolescence, dependence on key personnel, sales and income tax uncertainty and increasing marketing, postage and shipping costs. The section in this Item entitled “Factors That May Affect Future Results and Financial Condition” discusses these important factors in greater detail. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Overview We commenced operations in 1988 as a direct marketer of hard disk drives and other mass storage products. Since then, we have expanded our product line to include name brand computers and a full line of hardware and software products. Net sales include direct marketing sales to businesses, educational institutions, government organizations, consumers and computer resellers, as well as from outsourcing services. Initially, we focused our marketing effort primarily on advertising in computer magazines and the use of inbound toll-free telemarketing. We have shifted our marketing strategy to the use of outbound account executives, complimented by the use of electronic commerce and marketing, focused primarily on the small to medium-sized business market. To that end, we have hired a number of account executives, and plan to continue to actively increase our account executive base by approximately 100 to 150, net, per quarter through 2001, primarily in Canada and the United Kingdom. In the fourth quarter of 1997, we expanded internationally by initiating operations in Canada. During 1998, we entered the United Kingdom market in the second quarter and the German market in the fourth quarter, both through acquisitions. In 1992, we began providing direct marketing services to third-party original equipment manufacturers to leverage our infrastructure and increase our net earnings. Presently, our outsourcing arrangements are service fee based whereby the Company derives net sales based primarily upon a cost plus arrangement and a percentage of the sales price from products sold. Revenues from service fee based programs and direct costs related to the generation of those revenues are included in the Company’s net sales and cost of goods sold, respectively. Also, as an accommodation to select service fee based program clients, we also purchase and immediately resale products to our clients for ultimate client resale to their customers. These pass through product sales are completed at little or no gross margin and are included in net sales and costs of goods sold. Prior to October 1, 2000, under certain outsourcing arrangements, Direct Alliance took title to inventories of products and assumed the credit risk associated with sales to the end user. Revenues and the related costs from the sales of such products are included in the Company’s net sales and cost of goods sold, respectively. Starting October 1, 2000, all of Direct Alliance’s programs are service fee based programs. Some of the programs may be seasonal in nature, as the manufacturers’ target customers can have cyclical buying patterns. Generally, pricing in the computer and related products industry is very aggressive and declining. Therefore, to increase sales we seek to expand our customer base, increase our penetration of existing customers, expand into new markets, expand our product offering and expand our outsourcing clients. The level of sales is also affected by the product mix, the number of lines per order and the mix of type of outsourcing arrangements. We expect pricing pressures to continue, and we may be required to reduce our prices to remain competitive. The continued acceptance of electronic commerce might place additional pricing pressure on the Company. Such pricing pressures could have a material adverse effect on the Company’s financial condition and results of operations. We expect gross margins to continue to decline by approximately one to two tenths of one percent per quarter on average in 2001, and thereafter, primarily due to industry-wide pricing pressures and pricing strategies. 12 The following table sets forth for the periods indicated certain financial data as a percentage of net sales: RESULTS OF OPERATIONS Net sales ................................................................... Costs of goods sold.................................................. Gross profit .............................................................. Operating expenses: Selling, general and administrative expenses ......... Aborted acquisition (proceeds) costs...................... Restricted stock charge............................................ Amortization of goodwill ........................................ Earnings from operations ........................................ Non-operating expense, net..................................... Earnings before income taxes ................................. Income tax expense ................................................. Net earnings ............................................................. Years Ended December 31, 1998 1999 100.0% 100.0% 87.9 88.1 12.1 11.9 2000 100.0% 88.2 11.8 7.2 (0.1) - 0.1 4.6 0.0 4.6 1.8 2.8% 7.9 0.2 - 0.1 3.7 0.0 3.7 1.5 2.2% 8.6 - - .1 3.4 0.1 3.3 1.3 2.0% 2000 Compared to 1999 Net Sales. Net sales increased $522.7 million, or 34.4%, to $2.04 billion in 2000 from $1.52 billion in 1999. Insight represented 95% and 93% of total Company sales in 2000 and 1999, respectively. Direct Alliance represented the remaining 5% and 7% of total Company sales in 2000 and 1999, respectively. Net sales derived from Insight, the direct marketing business, increased $515.6 million, or 36.5%, to $1.9 billion in 2000 from $1.4 billion in 1999. Net sales for Insight’s United States core (organically grown) direct business increased 45% for the year ended December 31, 2000 compared to the year ended December 31, 1999. The increase in net sales resulted primarily from deeper account penetration, increased market share, an expanded customer base (both domestic and international), expanded product offerings and Internet enhancements that increased unassisted transactions to 11.4% of sales for 2000, from 9.1% of sales for 1999. Insight’s average order size increased to $1,282 in 2000 from $952 in 1999. North America sales represented 93% and 89% of Insight’s sales in 2000 and 1999, respectively, with the remaining sales generated in Europe. Sales to businesses, including government and education, increased to 96% of net sales in 2000, up from 89% in 1999. Insight had 1,807 account executives at December 31, 2000 with 1,632 in North America and 175 in Europe, an increase from 1,273, 1,102 and 171, respectively, at December 31, 1999. Net sales for PlusNet, whose numbers are included in Insight’s numbers, increased $1.3 million, or 16.9%, to $9.0 million in 2000 from $7.7 million in 1999. Net sales derived from Direct Alliance, the outsourcing business, increased $7.1 million, or 6.8%, to $110.9 million in 2000 from $103.8 million in 1999. This increase resulted from expansion of service fee based programs offset by the shift in the mix of outsourcing arrangements from product based programs to service fee based programs. As a result of Direct Alliance’s strategic emphasis on service fee based programs as opposed to product based programs, 76% of Direct Alliance’s net sales were from service fee based programs (12% via pass through product sales) in 2000 compared to 44% (6% via pass through product sales) in 1999. Gross Profit. Gross profit increased $59.0 million, or 32.6%, to $240.0 million in 2000 from $181.0 million in 1999. As a percentage of sales, gross margin decreased from 11.9% in 1999 to 11.8% in 2000. Insight’s gross profit, as a percentage of net sales, decreased from 11.6% in 1999 to 11.4% in 2000. Direct Alliance’s gross profit, as a percentage of net sales, increased from 16.2% in 1999 to 17.9% in 2000. The fluctuations in gross profit percentage primarily resulted from increased gross profit provided by Direct Alliance’s service fee based programs and Insight’s decreased product margin amidst pricing strategies and pressures while other components of cost of goods sold, such as supplier reimbursements, freight and discounts, remained relatively constant as a percentage of net sales. On average, we expect our future gross profit percentage to decrease approximately one to two tenths of one percent per quarter, depending on factors such as industry- wide pricing pressures, supplier reimbursement programs, pricing/selling strategies and our product and outsourcing mix. Operating Expenses. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $25.8 million, or 21.5%, to $146.1 million in 2000 from $120.3 million in 1999, but decreased as a percent of net sales to 7.2% in 2000 from 7.9% in 1999. This decline was attributable to increased economies of scale and the utilization of emerging technologies. We increased our unassisted web sales to 11.4% of sales for 2000 from 9.1% of sales for 1999. We also increased the percentage of shipments made using our electronic “direct ship” programs with our suppliers to 64% in 2000 from 53% in 13 1999. These enhancements were partially offset by additional costs associated with an increase in the number of account executives, the infrastructure necessary to build up the Company’s international operations and additional investments in our outsourcing operations. Aborted Acquisition (Proceeds) Costs. On October 18, 1999, we announced that we had terminated a proposed European merger. As a result, the 1999 fourth quarter and year-end financial results reflect a $2.3 million, pre-tax, charge for acquisition costs incurred by the Company. The 2000 year-end financial results include $1.9 million related to proceeds received from an insurance policy covering the costs incurred in the aborted acquisition. Restricted Stock Charge. The Company has issued shares of restricted common stock as incentives to certain officers and employees. The restricted common shares are valued at the date of grant, amortized over the three-year vesting period and some contain an acceleration clause which causes the shares to automatically vest if the Company’s stock closed above a certain price of either $29 or $44 per share. On May 15, 2000, the Company’s stock closed above $29 causing 114,396 restricted common shares to automatically vest. The Company has recorded a pre-tax charge of $1.1 million related to the early vesting of this restricted common stock. This charge represents the unamortized portion of the restricted stock in excess of the scheduled amortization. Scheduled amortization is included in selling, general and administrative expenses. At December 31, 2000, there were 143,138 shares of restricted common stock outstanding, which represents $2.9 million of unamortized deferred compensation. 60,468 of these restricted common shares will automatically vest if the Company’s stock closes above $44 per share. The remaining 82,670 shares have no such acceleration clause. Amortization of Goodwill. Amortization of goodwill increased from $1.2 million in 1999 to $1.6 million in 2000 due to the issuance of treasury stock in the amount of $11.2 million in the second quarter of 2000 for the final PlusNet acquisition contingent payment. This payment was based on the profitability of PlusNet for the year ended December 31, 1999 and was recorded as an addition to goodwill in 2000. Non-Operating Expense, Net. Non-operating (income) expense, net, which consists primarily of interest expense and interest income, increased to $798,000 of income in 2000 from $446,000 of expense in 1999. Interest expense primarily relates to borrowings associated with the financing of facility acquisitions and the financing of inventory purchases under the Company’s line of credit. Interest income is generated by the Company through short-term investments, some of which are investment grade tax-advantaged bonds. Interest income continues to increase because of our increasingly strong cash position. Income Tax Expense. The Company’s effective tax rate was 39.6% and 40.8% for the years 2000 and 1999, respectively. The decrease in the effective tax rate is due primarily to greater utilization in 2000 of foreign net operating loss carryforwards. 1999 Compared to 1998 Net Sales. Net sales increased $515.6 million, or 51.4%, to $1,518.4 million in 1999 from $1,002.8 million in 1998. Sales derived from direct marketing increased $503.9 million, or 55.3%, to $1,414.6 million in 1999 from $910.7 million in 1998. This increase resulted primarily from deeper account penetration, increased market share, an expanded customer base (both domestic and international), expanded product offering, acquisitions of direct marketing companies accounted for by the purchase method of accounting and Internet enhancements that increased unassisted transactions to 9.1% of sales for 1999, from 5.2% of sales for 1998. Sales derived from outsourcing arrangements increased $11.7 million, or 12.7%, to $103.8 million in 1999 from $92.1 million in 1998. This increase resulted from expansion of existing programs, and the addition of new programs, but the growth rate also reflects a shift in the mix of outsourcing arrangements from product based programs to service fee based programs. Sales from European markets accounted for 10.3% and 5.5% of the Company’s net sales in 1999 and 1998, respectively. This increase resulted primarily from our acquisition in 1998 of two foreign-based companies, accounted for by the purchase method of accounting. Gross Profit. Gross profit increased $60.1 million, or 49.7%, to $181.0 million in 1999 from $120.9 million in 1998. As a percentage of sales, gross margin decreased from 12.1% in 1998 to 11.9% in 1999. Our gross margin on sales decreased because of industry pricing pressures, a shift in product mix and pricing strategies. These decreases were partially offset by a significant increase in gross profit dollars from the outsourcing service fee based programs and by the Company’s ability, as a result of its increased volume and financial position, to take advantage of supplier payment discounts, supplier reimbursements, rebates and purchasing opportunities. Operating Expenses. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $33.7 million, or 38.9%, to $120.3 million in 1999 from $86.6 million in 1998, but decreased as a percent of net sales to 7.9% in 1999 from 8.6% in 1998. This decline was attributable to increased economies of scale and the utilization of emerging technologies. We increased our unassisted web sales to 9.1% of sales for 1999 from 5.2% of sales for 1998. We also increased the percentage of shipments made using our electronic “direct ship” programs with our suppliers to 53% in 1999 from 50% in 14 1998. These enhancements were partially offset by additional costs associated with an increase in the number of account executives, the infrastructure necessary to build up the Company’s international operations, and higher costs incurred to integrate new acquisitions. The Company has issued shares of restricted stock to certain officers and employees. These shares vest over three years with the unvested shares being forfeited if the recipient is no longer an employee of the Company. The restricted stock is valued at the date of grant and such amount is amortized over the vesting period. The majority of these shares contain an acceleration clause which would cause them to automatically vest if the Company’s stock closes at or above a certain price, ranging from $29 to $44. At December 31, 1999 there were 199,461 shares of restricted stock outstanding which represents $2.9 million of unamortized deferred compensation. Aborted Acquisition Costs. On October 18, 1999, we announced that we had terminated a proposed European merger. Therefore, the 1999 fourth quarter and year-end financial results reflect a $2.3 million, pre-tax, charge for acquisition costs incurred by the Company. Amortization of Goodwill. Amortization of goodwill increased from $0.4 million in 1998 to $1.2 million in 1999 due to a full year of amortization relating to acquisitions made in 1998. Non-Operating Expense, Net. Non-operating expense, net, which consists primarily of interest expense, net of interest income, decreased to $446,000 in 1999 from $713,000 in 1998. Interest expense relates primarily to borrowings under the Company’s line of credit, which have been necessary to finance the Company’s growth, and interest expense associated with the financing of our facilities in Tempe, Arizona. Interest expense is offset by interest income generated from short-term investments, some of which are investment grade tax-advantaged bonds. Overall, interest expense decreased because of our improved cash position. Income Tax Expense. The Company’s effective tax rate was 40.8% and 38.4% for the years 1999 and 1998, respectively. The increase in the effective tax rate is due to not being able to recognize certain tax benefits from losses at foreign subsidiaries, and non-deductibility of the goodwill in foreign subsidiaries. Seasonality and Quarterly Results Although the Company has historically experienced variability in the rates of sales growth, it has not experienced seasonality in its overall business during the past several years as we increased the percentage of our sales from business, education and government units. Some of our outsourcing arrangements may be seasonal in nature because the manufacturers’ target customers can have cyclical buying patterns, but the impact on overall sales in negligible. The following table sets forth certain quarterly information for the Company’s two most recent years: Quarters Ended (in thousands, except per share data) Dec. 31, 2000 Sept. 30, 2000 June 30, Mar. 31, Dec. 31, 2000 1999 2000 Sept. 30, 1999 $ 467,303 $ 417,931 $ 397,074 $ 365,228 $ 338,136 411,907 367,009 349,127 322,964 298,270 39,866 June 30, Mar. 31, 42,264 47,947 50,922 55,396 1999 1999 63,713 62,877 Net sales ................................................... $ 545,348 $ 540,261 $ 488,174 Costs of goods sold.................................. 482,471 476,548 430,201 57,973 Gross profit .............................................. Operating expenses: 34,429 Selling, general and administrative......... - Aborted acquisition (proceeds) costs...... Restricted stock charge............................ 1,127 Amortization of goodwill ........................ 484 493 325 Earnings from operations ........................ 22,092 Non-operating expense (income), net..... 117 (277) (517) Earnings before income taxes ................. 22,609 Income tax expense ................................. 9,478 10,637 8,872 Net earnings ............................................. $ 14,437 $ 16,172 $ 13,737 Net earnings per share: 37,438 (750) - 39,461 (1,100) - 26,532 23,915 26,809 24,032 34,734 - - 31,585 - - 28,997 - - 31,681 2,302 - 28,002 - - 340 294 306 305 306 11,558 (121) (235) 218 188 275 11,283 8,117 7,377 6,448 4,887 4,476 $ 12,326 $ 9,503 $ 9,390 $ 7,887 $ 6,807 20,443 12,774 16,880 15,838 16,056 16,645 12,962 20,322 Basic................................................. $ 0.35 $ 0.39 $ 0.34 Diluted ............................................. $ 0.35 $ 0.38 $ 0.33 $ 0.31 $ 0.24 $ 0.24 $ 0.21 $ 0.18 $ 0.30 $ 0.23 $ 0.23 $ 0.20 $ 0.17 15 Liquidity and Capital Resources Our primary capital needs are to fund the working capital requirements and capital expenditures necessitated by our sales growth. Capital expenditures for 2000 and 1999 were $41.4 million and $28.4 million, respectively, primarily for facility acquisitions in the United States and Canada and continued upgrade of the Company’s equipment, systems and software. The Company’s net cash provided by operating activities was $1.5 million for 2000 as compared to $64.1 million for 1999. The positive cash flow in the current year was primarily generated by $56.7 million in net earnings and a $46.8 million increase in accounts payable. These funds were used to fund a $122.2 million increase in accounts receivables and a $13.5 million increase in inventories. At the year-end, we had a $100 million credit facility with a finance company. As of December 31, 2000, we had a long- term outstanding balance of $19 million, and $40.0 million was available under the line of credit. The agreement provides for cash advances outstanding at any one time up to a maximum of $100 million on the line of credit, subject to limitations based upon the Company’s eligible accounts receivable and inventories. Cash advances bear interest at LIBOR plus .80%. The credit facility can be used for the purchases of inventories from certain suppliers with that portion being classified on the balance sheet as accounts payable. At December 31, 2000, $41.0 million of the facility was used to facilitate the purchase of inventories. The credit facility expires in February 2002. The line is secured by substantially all of the assets of the Company. The line of credit contains various covenants including the requirement that the Company maintain a specified amount of tangible net worth as well as restrictions on the payment of cash dividends. Our future capital requirements include financing the growth of working capital items such as accounts receivable and inventories, and the purchase of software enhancements, equipment, furniture and fixtures and other facilities to accomplish future growth. We anticipate that cash flow from operations together with the funds available under our credit facility will be adequate to support the Company’s presently anticipated cash and working capital requirements through 2001. Our ability to continue funding our planned growth beyond 2001 is dependent upon our ability to generate sufficient cash flow to obtain additional funds through equity or debt financing. Inflation We do not believe that inflation has a material effect on the Company’s operations. New Accounting Standards During December 1999, the SEC released Staff Accounting Bulletin No. 101 (“SAB No. 101”), “Revenue Recognition in Financial Statements”. SAB No. 101 summarizes the SEC staff’s view in applying generally accepted accounting principles to revenue recognition in financial statements. In March 2000, the SEC staff issued SAB No. 101A to delay certain transition provisions of SAB No. 101. SAB No. 101A deferred the effective date for registrants with a fiscal year beginning between December 16, 1999 and March 15, 2000. Those registrants may report a change in accounting principle no later than their second fiscal quarter of the fiscal year beginning after December 15, 1999. In periods subsequent to transition, registrants should disclose the amount of revenue (if material to income before income taxes) recognized in those periods that was included in the cumulative effect adjustment. We have adopted the provisions of SAB No. 101 and the adoption did not have a material impact on our sales or revenue recognition policies. In March 2000, the Financial Accounting Standards Board issued Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation – An Interpretation of APB Opinion No. 25.” The Interpretation clarifies the application of APB Opinion No. 25 in certain situations, as defined. The Interpretation was effective July 1, 2000 but covers certain events having occurred after December 15, 1998. To the extent that events covered by this Interpretation occur during the period after December 15, 1998 but before the issuance of the Interpretation, the effects of applying this Interpretation would be recognized on a prospective basis from the effective date. Accordingly, upon initial application of this Interpretation, no adjustment would be made to the financial statements for the periods before the effective date and no expense would be recognized for any additional compensation cost measured that is attributable to periods before the effective date. We have adopted this Interpretation and the adoption did not have a material impact on our consolidated financial statements. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" (“SFAS No. 133”), which established accounting and reporting standards for all derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. This new standard, as amended by SFAS No. 137 and No. 138, will be effective for the year ending December 31, 2001. It is not expected to have a material impact on our consolidated financial statements. 16 Accounting Standards Not Yet Adopted by the Company There are no new applicable accounting standards that we have not adopted. Factors That May Affect Future Results and Financial Condition Our future results and financial condition are dependent on our ability to continue to successfully market, sell and distribute computers, hardware and software and to provide direct marketing outsourcing services. Inherent in this process are a number of factors that we must successfully manage in order to achieve favorable operating results and financial condition. Potential risks and uncertainties that could affect our future operating results and financial condition include, but are not limited to, the factors discussed below. Fluctuations in Operating Results. Our results of operations are influenced by a variety of factors, including general economic conditions, the condition of the computer and related products industry, shifts in demand for or availability of computer and related products and industry announcements of new products, upgrades or methods of distribution. Sales can be dependent on specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our sales. Our operating results are also highly dependent upon our level of gross profit as a percentage of net sales which fluctuates due to numerous factors including opportunities to increase market share, the availability of opportunistic purchases, changes in prices from suppliers, reductions in the amount of supplier reimbursements that are made available, general competitive conditions and the relative mix of products sold during the period. We noted unusual competitive pressure and a general lightening in business demand in the notebook and desktop product categories during the last half of December 2000 that has continued on into 2001. We expect gross margins to continue to decline by approximately one to two tenths of one percent per quarter on average in 2001 primarily due to industry-wide pricing pressures and pricing strategies. In addition, our expense levels, including the costs and salaries in connection with the hiring of account executives, are based, in part, on anticipated sales. Therefore, we may not be able to reduce spending in a timely manner to compensate for any unexpected sales shortfall. As a result, quarterly period-to-period comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. Highly Competitive Industry. The computer and related products industry is highly competitive. Competition is based primarily on product availability, price, speed of delivery, credit availability, ability to tailor specific solutions to customer needs and quality and breadth of product lines. We expect competition to increase as retailers and direct marketers who have not traditionally sold computers and related products enter the industry and as the industry’s rate of growth in North America and Europe slows. The Company competes with a large number and wide variety of marketers and resellers of computers and related products, including traditional computer and related products retailers, computer superstores, Internet-only computer providers, consumer electronics and office supply superstores, mass merchandisers and national direct marketers (including value-added resellers and specialty retailers, aggregators, distributors, franchisers, manufacturers and national computer retailers, some of which have commenced their own direct marketing operations). Certain of our competitors have longer operating histories and greater financial, technical, marketing and other resources than we do. In addition, many of these competitors offer a wider range of products and services than we do and may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. Many current and potential competitors also have greater name recognition, engage in more extensive promotional activities and adopt more aggressive pricing policies than we do. There can be no assurance that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not have a material adverse effect on our business, results of operations and financial condition. The computer and related products industry is undergoing significant change. We believe that consumers have become more accepting of large-volume, cost-effective channels of distribution such as national direct marketers, Internet-only computer providers, computer superstores, consumer electronic and office supply superstores, and mass merchandisers. Major computer original equipment manufacturers have begun to sell their products directly to end-users. Additionally, product resellers and direct marketers are combining operations or acquiring or merging with other resellers and direct marketers to increase efficiency. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their products and services. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share. Generally, pricing is very aggressive in the industry and we expect pricing pressures to continue. There can be no assurance that we will be able to offset the effects of price reductions with an increase in the number of customers, higher sales, cost reductions or otherwise. Such pricing pressures could result in an erosion of our market share, reduced sales and reduced operating margins, any of which could have a material adverse effect on our business, results of operations and financial condition. We expect gross margins to continue to decline by approximately one to two tenths of one percent per quarter on average in 2001 primarily due to industry-wide pricing pressures and pricing strategies. 17 Possible Nonrenewal or Cancellation of Outsourcing Arrangements; Expansion of services to non-computer customers. We perform direct marketing outsourcing services for certain manufacturers in the computer industry pursuant to various arrangements. These parties may cancel such arrangements on relatively short notice or fail to renew them upon expiration. There is no assurance that we will be able to replace any manufacturers that terminate or fail to renew their relationships with us. Additionally, we seek to expand our offerings outside of the computer industry. The failure to maintain current arrangements or the inability to enter into new ones within or outside the computer industry could have a material adverse effect on our business, results of operations and financial condition. Risks Associated with Past and Future Acquisitions; International Operations. We may seek to acquire additional businesses to expand or complement our operations. The magnitude, timing and nature of any future acquisitions will depend on a number of factors, including suitable acquisition candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions. There is no assurance that we will identify acquisition candidates that would result in successful combinations or that any such acquisitions will be consummated on acceptable terms. Any future acquisitions may result in potentially dilutive issuance of equity securities, the incurrence of additional debt and amortization of expenses related to goodwill and intangible assets, all of which could adversely affect our profitability. In addition, acquisitions involve numerous risks, including difficulties in the assimilation of operations of the acquired company, the diversion of management’s attention from other business concerns, risks of entering markets in which we have had no or only limited direct experience and the potential loss of key employees of the acquired company, all of which in turn could have a material adverse effect on our business, results of operations and financial condition. In addition, we initiated an operation in Canada in 1997 and completed acquisitions in Europe in 1998 as part of our effort to penetrate international markets. In implementing this strategy, we face barriers to entry and the risk of competition from local and other companies that already have established global businesses as well as the risks generally associated with conducting business internationally, including exposure to currency fluctuations, limitations on foreign investment and the additional expense and risks inherent in operating in geographically and culturally diverse locations. Because we may continue to develop our international business through acquisitions, we may also be subject to risks associated with such acquisitions, including those relating to the marriage of different corporate cultures and shared decision-making. There can be no assurance that we will succeed in increasing our international business, if at all, in a profitable manner. Business Interruption; Reliance on Information Systems. We believe that our success to date has been, and future results of operations will be, dependent in large part upon our ability to provide prompt and efficient service to customers. In addition, our success is largely dependent on the accuracy, quality and utilization of the information generated by our information systems, which affect our ability to manage our sales, distribution, inventory and accounting systems. We began in 1998 a major information system upgrade to replace our core business function software applications to accommodate our expanding business needs which will continue in 2001 and beyond. Although we have redundant systems, with full data backup, a substantial interruption in the information system or in our telephone communication systems would have a material adverse effect on our business, results of operations and financial condition. Managing Rapid Growth; No Assurance of Additional Financing. Since our inception, we have experienced substantial changes in and expansion of our business and operations. Our past expansion has placed, and any future expansion would place, significant demands on our administrative, operational, financial and other resources. Our operating expenses and staffing levels have increased and are expected to increase substantially in the future. In particular, we have hired a significant number of additional personnel, including senior sales managers, account executives and other persons with experience in both the computer and direct marketing industries, and there can be no assurance that such persons will perform to our expectations. Competition for such personnel is intense, and there can be no assurance that we will be able to continue to attract, assimilate and retain qualified persons in the future. In addition, we expect that any future expansion will continue to challenge our ability to hire, train, motivate and manage our employees. We also expect over time to expend considerable resources to expand/convert our information system and to implement a variety of new systems and procedures. If our sales do not increase in proportion to our operating expenses, our information systems do not expand to meet increasing demands, or we fail to attract, assimilate and retain qualified personnel or otherwise fail to manage our expansion effectively, there would be a material adverse effect on our business, results of operations and financial condition. There can be no assurance that we will achieve our growth strategy. Until recent years, cash flow from operations has been insufficient to finance our growth, and we have relied upon a line of credit and proceeds from public offerings to finance working capital requirements. There can be no assurance that our operations will generate sufficient cash flow or that adequate financing or additional public funds will be available to finance continued growth. Changing Methods of Distribution. The manner in which computers and related products are distributed and sold is changing, and new methods of distribution and sale, such as on-line shopping services via the Internet, have emerged. Hardware and software manufacturers have sold, and may intensify their efforts to sell, their products directly to end-users. 18 From time to time, certain manufacturers have instituted programs for the direct sales of large order quantities of hardware and software to certain major corporate accounts. These types of programs may continue to be developed and used by various manufacturers. In addition, manufacturers may attempt to increase the volume of software products distributed electronically to end-users. An increase in the volume of products sold through or used by consumers of any of these competitive programs or distributed electronically to end-users could have a material adverse effect on our business, results of operations and financial condition. Reliance on Suppliers; Allocation of Goods. We acquire products for resale both directly from manufacturers and indirectly through distributors. Purchases from Ingram Micro, Inc. and Tech Data Corporation, both distributors of computers and related products, accounted for approximately 26% and 25%, respectively, of aggregate purchases for 2000. No other supplier accounted for more than 10% of purchases in 2000. However, the top five suppliers as a group accounted for approximately 64% of our product purchases during 2000. The loss of Ingram Micro, Inc. or any other supplier could cause a short-term disruption in the availability of products. Additionally, there is no assurance that as manufacturers continue to sell directly to end users, they will not limit or curtail the availability of their product to companies such as Insight. Certain of the products offered from time to time by us are subject to manufacturer allocation, which limits the number of units of such products available to resellers like us. Our inability to obtain a sufficient quantity of products, in particular, high demand products such as desktops and notebooks, or an allocation of products from a manufacturer in a way which favors one of our competitors relative to us could cause us to be unable to fill customers’ orders in a timely manner, or at all, which could have a material adverse effect on the Company’s business, results of operations and financial condition. Certain suppliers provide us with substantial incentives in the form of payment discounts, supplier reimbursements, price protections and rebates. Supplier funds are used to offset, among other things, cost of goods sold, marketing costs and other operating expenses. We compete with other market competitors for these funds. No assurance can be given that we will continue to receive such incentives or that we will be able to collect outstanding amounts relating to these incentives in a timely manner or at all. A reduction in, the discontinuance of, a significant delay in receiving or the inability to collect such incentives could have a material adverse effect on our business, results of operations and financial condition. Rapid Changes in Product Standards and Risk of Inventory Obsolescence. The computer and related products industry is characterized by rapid technological change and the frequent introduction of new products and product enhancements which can decrease demand for current products or render them obsolete. In addition, in order to satisfy customer demand, protect ourselves against product shortages and to obtain greater purchasing discounts, we may carry increased inventory levels of certain products in the future. We can have limited or no return privileges with respect to certain of our products. There can be no assurance that we will be able to avoid losses related to inventory obsolescence. Dependence on Key Personnel. Our future success will be largely dependent on the efforts of key management personnel. The loss of one or more of these key employees could have a material adverse effect on our business, results of operations and financial condition. In addition, we believe that our future success will be largely dependent on our continued ability to attract and retain highly qualified management, sales and technical personnel, and there can be no assurance that we will be able to attract and retain such personnel. Further, we make a significant investment in the training of our sales account executives. Our inability to retain such personnel or to train them rapidly enough to meet our expanding needs could cause a decrease in the overall quality and efficiency of our sales staff, which could have a material adverse effect on our business, results of operations and financial condition. State Sales or Use Tax Collection. We presently collect sales tax only in states in which we have a physical presence. These states include Arizona, Indiana and Tennessee. Although not required, we also collect sales tax in California as an accommodation to our customers. Various states have sought to impose on direct marketers the burden of collecting state sales or use taxes on the sales of products shipped to that state’s residents. The United States Supreme Court has affirmed its position that, under the Commerce Clause of the United States Constitution, a state cannot constitutionally impose sales or use tax collection obligations on an out-of-state mail order company whose only contacts with the state are the distribution of catalogs and other advertising materials through the mail and the subsequent delivery of purchased goods by United States mail or by interstate common carrier from a point outside of the state. If the Supreme Court changes its position or if legislation is passed to overturn the Supreme Court’s decision, the imposition of a sales or use tax collection obligation on us in states to which we ship products would result in additional administrative expenses and could result in price increases to the customer or could otherwise have a material adverse effect on our business. From time to time, legislation to overturn this decision of the Supreme Court has been introduced, although to date no such legislation has been passed. Additionally, there is the possibility of a tax being imposed on sales transacted via the Internet although today none has been enacted. We also collect a goods and services tax in Canada, and a value-added tax in the United Kingdom and Germany. Risk of Increasing Marketing, Postage and Shipping Costs. We mail catalogs to active customers through the United States Postal Service and international services and ship products to customers by commercial delivery services. Shipping, postage and paper costs are significant expenses in the operation of our business. Historically, we have experienced increases in postage, shipping and paper costs. There can be no assurance that we will be able to offset future increased costs. The 19 inability to pass on these increased costs could have a material adverse effect on our business, results of operations and financial condition. In addition, we ship primarily through Federal Express and United Parcel Service, and labor disputes or other service interruptions with Federal Express, United Parcel Service, the United States Postal Service or other commercial carriers could have an adverse effect on the Company’s operating costs and ability to deliver products on a timely basis. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The Company has interest rate exposure arising from our line of credit, which has a variable interest rate. This variable interest rate is impacted by changes in short-term interest rates. We manage interest rate exposure through our conservative debt ratio target and our mix of fixed and variable rate debt. At December 31, 2000, the fair value of the Company’s long- term debt approximated its carrying value. We also have foreign currency translation exposure arising from the purchase and operation of foreign entities. We monitor our foreign currency exposure and may from time to time enter into hedging transactions to manage this exposure. Item 8. Financial Statements and Supplementary Data The information required by this Item is included in this Report beginning at page 24. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no disagreements with accountants on accounting and financial disclosure matters during the periods reported herein. PART III Item 10. Directors and Executive Officers of the Registrant The information included under the captions “Information Concerning Directors and Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held May 15, 2001 (the “Proxy Statement”) is incorporated herein by reference. We anticipate filing our Proxy Statement within 120 days after December 31, 2000. With the exception of the foregoing information and other information specifically incorporated by reference into this Form 10-K, the Proxy Statement is not being filed as a part hereof. Item 11. Executive Compensation The information under the caption “Executive Compensation” in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information under the caption “Certain Relationships and Related Transactions” in the Proxy Statement is incorporated herein by reference. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this Report: 1. Financial Statements. The consolidated financial statements of Insight Enterprises, Inc. and subsidiaries and the Independent Auditors’ Report are filed herein beginning on page 24. 20 2. Exhibits. (unless otherwise noted, exhibits are filed herewith) Exhibit No. Description 2 (1) — Form of Articles of Merger and Certificate of Merger between Insight Enterprises, Inc., an Arizona 3.1 3.2 4.1 4.2 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 (6) (13) (1) (11) (1)(2) (1)(3) (1)(3) (3)(4) (3)(5) (3)(7) (3)(8) (3)(9) (3)(9) corporation, and Insight Enterprises, Inc., a Delaware corporation (the “Registrant”) — Amended and Restated Certificate of Incorporation of Registrant — Bylaws of the Registrant — Specimen Common Stock Certificate — Form of Certificate of Designation of Preferred Shares — Form of Indemnification Agreement — 1994 Stock Option Plan of the Registrant — Predecessor Stock Option Plan — 1995 Employee Stock Purchase Plan of the Registrant — Amendment to 1994 Stock Option Plan of the Registrant — 1998 Long-Term Incentive Plan — Form of Restricted Stock Agreement — Employment Agreement between Insight Enterprises, Inc. and Eric J. Crown dated as of March 31, 1998. — Employment Agreement between Insight Enterprises, Inc. and Timothy A. Crown dated as of March 31, 1998. 10.10 (3)(9) — Employment Agreement between Insight Enterprises, Inc. and Stanley Laybourne dated as of March 31, 1998. 10.11 10.12 10.13 10.14 10.15 (3)(10) — 1998 Employee Restricted Stock Plan (3)(10) — 1998 Officer Restricted Stock Plan (12) (3)(13) — 1999 Broad Based Employee Stock Option Plan (3) — Stockholder Rights Agreement — Employment Agreement between Insight Direct Worldwide, Inc. and Michael A. Gumbert dated as of 10.16 (3) — Employment Agreement between Direct Alliance Corporation and Branson (“Tony”) M. Smith dated as January 1, 2000. of July 1, 1999. (3) (3) (3) Insight ASP Ltd. 2000 Long-Term Incentive Plan — Direct Alliance Corporation 2000 Long-Term Incentive Plan — PlusNet Technologies Ltd. 2000 Long-Term Incentive Plan — — Computation of Earnings per Share — Subsidiaries of the Registrant — Consent of KPMG LLP 10.17 10.18 10.19 11 21 23 __________ Incorporated by reference from the Company’s Registration Statement on Form S-1 (No. 33-86142) declared effective January 24, 1995. The Company has entered into a separate indemnification agreement with each of its current directors and executive officers that differ only in party names and dates. Pursuant to the instructions accompanying Item 601 of Regulation S-K, the Registrant is filing the form of such indemnification agreement. Management contract or compensatory plan or arrangement. Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1995. Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996. Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1997. Incorporated by reference to the Company’s Notice of 1997 Annual Meeting of Stockholders. Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 1998. Incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 1998. Incorporated by reference to the Company’s Form S-8 filed on December 17, 1998. Incorporated by reference to the Company’s current report on Form 8-K filed on March 17, 1999. Incorporated by reference to the Company’s Form 8-A filed on March 17, 1999. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999. (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the quarter ended December 31, 2000. 21 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INSIGHT ENTERPRISES, INC. By /s/ Eric J. Crown Eric J. Crown Chairman of the Board and Co-Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Eric J. Crown Eric J. Crown Chairman of the Board Co-Chief Executive Officer (Principal Executive Officer) March 23, 2001 /s/ Timothy A. Crown Timothy A. Crown Director, Co-Chief Executive Officer and President March 23, 2001 /s/ Stanley Laybourne Stanley Laybourne Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial and Accounting Officer) /s/ Larry A. Gunning Larry A. Gunning Director /s/ Robertson C. Jones Robertson C. Jones Director March 23, 2001 March 23, 2001 March 23, 2001 22 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Independent Auditors’ Report .................................................................................................... Consolidated Balance Sheets – December 31, 2000 and 1999 ................................................. Consolidated Statements of Earnings – For each of the years in the three-year period ended December 31, 2000 ........................................................................... Consolidated Statements of Stockholders’ Equity and Comprehensive Income – For each of the years in the three-year period ended December 31, 2000 .......................... Consolidated Statements of Cash Flows – For each of the years in the three-year period ended December 31, 2000 ........................................................................... Notes to Consolidated Financial Statements.............................................................................. Page 24 25 26 26 27 28 23 INDEPENDENT AUDITORS’ REPORT The Boar d of Directo rs an d Stock ho ld ers I ns ig ht En ter pr is es , I nc. Tem pe, A rizo n a W e have au dited the acco m pany in g con s olid ated balan ce s h eets of I ns igh t Enter pr ises, In c. an d su b sidiar ies as o f D ecem ber 3 1, 20 00 an d 19 9 9, and th e r elated co ns o lidated s tatem en ts of earn in gs , s to ckh older s’ eq uity an d co m pr eh en s iv e incom e, an d cas h flo ws f o r each of th e year s in the thr ee- year perio d en d ed D ecemb er 31 , 20 0 0. These co ns olidated f in an cial s tatemen ts ar e th e r es po n sibility of th e Co m pany ’ s manag em en t. Our resp o ns ib ility is to ex p ress an o pin io n o n th es e con so lid ated financial s tatem en ts bas ed o n o ur au dits . W e co nd u cted ou r au d its in acco r dance w ith aud iting s tan dard s g en er ally accep ted in the U nited S tates o f A mer ica. Tho se s tand ar d s req uire th at w e p lan and p erf or m the au dit to ob tain reas o nable ass ur ance abo ut w h ether the co ns olidated f in an cial s tatemen ts ar e fr ee of m aterial miss tatem en t. An aud it in clu des ex aminin g, o n a tes t b as is , evid en ce s u pp or tin g th e amo u nts an d d is clos u res in th e con so lid ated finan cial s tatem ents. An au d it als o includ es as sess ing the acco u ntin g p rinciples u s ed an d s ig nifican t estim ates mad e by m anagem en t, as w ell as ev alu ating the ov er all f in ancial s tatem en t p resentation . We b eliev e that o ur aud its p r ov id e a r eas on ab le basis f or o u r op inion . I n ou r o pinio n, the co ns o lidated f in ancial s tatem en ts r eferr ed to ab ov e p resent fair ly, in all m aterial resp ects, th e fin an cial p os itio n o f I ns ig ht En ter pr is es , I nc. and s u bs id iar ies as of Decemb er 31 , 2 00 0 and 1 9 99 , an d the resu lts o f their o p er ation s an d their cash f low s fo r each o f th e y ear s in th e th r ee-y ear p er iod end ed Decem ber 3 1, 2 0 00 in con fo r mity w ith acco un tin g pr incip les g en er ally accep ted in th e U nited S tates o f A merica. P ho en ix , A rizon a J an uary 26 , 2 00 1 K PMG LLP INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) A SS ETS D ecember 3 1, 1 99 9 2 00 0 Current assets: Cash and cash equivalents ...................................................................................................... $ Accounts receivable, net of allowances for doubtful accounts of 24,917 $ 66,675 313,457 $11,813 and $9,277, respectively .................................................................................... Inventories, net ........................................................................................................................ 25,975 Prepaid expenses and other current assets.............................................................................. 9,003 3 73 ,3 52 Total current assets ............................................................................................................ 200,910 18,928 6,800 2 93 ,3 13 8 4,25 9 P ro perty and eq uipm ent, n et........................................................................................................................ G oo dw ill, net o f accum ulated am o rtization o f $ 3,1 70 and $1 ,5 9 2, r es p ectiv ely............................... 3 5,07 3 O th er as sets ..................................................................................................................................................... 1 ,2 16 $ 4 93 ,9 00 5 6,43 6 2 5,28 5 3 48 $ 3 75 ,3 82 LIA BI LI TIES A ND S TO CKH OLD ERS’ EQ UI TY Cur rent liab ilities : 646 Cur rent po rtion o f lon g- ter m deb t...................................................................................................... $ 371 Cur rent po rtion o f o blig ation s u nd er capital leas es ........................................................................ A ccou nts p ay able.................................................................................................................................. 180,434 A ccru ed ex pen ses an d o th er cu rr ent liab ilities ................................................................................ 14,230 195,681 Total cu rr en t liabilities .................................................................................................................... $ 638 260 135,201 15,687 151,786 Lon g- ter m deb t, les s cur r en t po r tion .......................................................................................................... O blig ation s u nd er capital leases , les s cu rr ent p o rtio n ............................................................................. Lin e of cr ed it .................................................................................................................................................. 13,141 1,082 19,000 13,798 1,034 - Com mitm ents S to ck ho lders ’ equ ity : P referr ed sto ck , $.0 1 par v alue, 3 ,0 0 0 sh ar es au tho rized , no sh ar es is su ed ............................... Com mo n s to ck , $ .0 1 p ar v alu e, 1 0 0,00 0 s hares auth or ized ; 4 1,5 40 and 40 ,2 0 3 s hares 415 iss ued and o u ts tand ing in 2 00 0 and 1 9 99 , res pectively ................................................................. A dd itio n al p aid -in cap ital.................................................................................................................... 150,333 Retained ear n in gs .................................................................................................................................. 140,401 A ccum ulated o th er co mp reh en sive in co m e - fo r eign cu rr en cy tr ans latio n ad jus tm en t ........... (2,844) Treas ur y s to ck, 8 12 sh ar es at co st...................................................................................................... (23,309) Total s to ck ho lders ’ equ ity ............................................................................................................. 264,996 $ 493,900 - - 402 125,789 83,729 (1,156) - 208,764 $ 375,382 S ee acco mp an y in g no tes to con so lid ated finan cial statem ents. I NS IG HT EN TER PR IS ES , I NC . A ND S U BS ID I AR IES CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share data) Y ea rs En ded D ecember 3 1, 1 99 8 1 99 9 2 00 0 N et s ales ............................................................................................................................ Cos ts o f g oo d s so ld ......................................................................................................... G ro ss p r of it ...................................................................................................... O peratin g ex p en ses: S elling an d adm in is trativ e ex pen ses............................................................................. A bo rted acqu isition (p ro ceeds ) cos ts ........................................................................... Res tr icted s tock ch arg e................................................................................................... A mo rtization of g oo d will............................................................................................... Ear ning s f ro m o peratio ns .............................................................................. N on -o per atin g ( in co m e) ex pens e, net.......................................................................... Ear ning s b ef o re inco me taxes....................................................................... I ncom e tax ex pens e......................................................................................................... N et ear n in gs ..................................................................................................... Ear ning s p er sh ar e: $ 2 ,0 41 ,0 8 6 $ 1 ,5 18 ,3 6 9 $ 1 ,0 02 ,7 8 4 1 ,8 01 ,1 2 7 1 ,3 37 ,3 7 0 8 81 ,9 10 1 20 ,8 74 1 80 ,9 99 2 39 ,9 59 1 46 ,0 62 ( 1,85 0) 1 ,1 27 1 ,6 42 9 2,97 8 1 20 ,2 65 2 ,3 02 - 1 ,2 11 5 7,22 1 ( 79 8) 4 46 5 6,77 5 8 6,57 1 - - 4 18 3 3,88 5 7 13 3 3,17 2 3 7,10 4 2 3,18 8 1 2,72 2 $ 5 6,67 2 $ 3 3,58 7 $ 2 0,45 0 9 3,77 6 Bas ic.................................................................................................................. $ 1 .4 0 $ 0 .8 7 $ 0 .5 6 D iluted .............................................................................................................. $ 1 .3 5 $ 0 .8 3 $ 0 .5 4 S hares u sed in per s hare calculation : Bas ic.................................................................................................................. 4 0,46 1 3 8,68 1 3 6,35 2 D iluted .............................................................................................................. 4 1,94 8 4 0,40 7 3 7,99 1 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (in thousands) B alan ces at D ecem ber 3 1,1 99 7........................................................ $ Issuance o f com mo n sto ck fo r acq uisitio ns............................. Issuance o f com mo n sto ck un der sto ck op tion C om mo n S to ck 349 11 R etained E arning s $ 29,692 - O th er Comprehensive Income (32 ) $ - p lans an d em p lo yee sto ck pu rch ase p lan.......................... T ax b en efit recog nized o n sto ck ex ercised ............................. C om preh ensiv e incom e: F oreign cu rrency translatio n ad justm ent, net o f tax ....... N et earn in gs........................................................................... T otal co mp reh en sive in co m e..................................................... B alan ces at D ecem ber 3 1, 19 98 ....................................................... Issuance o f com mo n sto ck un der sto ck plan s and emp loy ee stock p urch ase p lan .................................... T ax b en efit recog nized o n sto ck op tio ns exercised ............... C om preh ensiv e incom e: F oreign cu rrency translatio n ad justm ent, net o f tax ....... N et earn in gs........................................................................... T otal co mp reh en sive in co m e..................................................... B alan ces at D ecem ber 3 1, 19 99 ....................................................... Issuance o f com mo n sto ck un der sto ck plan s and emp loy ee stock p urch ase p lan .................................... T ax b en efit recog nized o n sto ck op tio ns exercised ............... R ep urch ase o f com mo n sto ck ................................................... Issuance o f treasury sto ck in satisfactio n o f co n ting en t acq uisitio n p ay ment.............................................................. C om preh ensiv e incom e: F oreign cu rrency translatio n ad justm ent, net o f tax ....... N et earn in gs........................................................................... T otal co mp reh en sive in co m e..................................................... A dd itio n al P aid-In C ap ital $ 72,371 14,317 7,727 6,381 21 - - - - - - - - 20,450 381 100,796 50,142 21 - - - 16,727 8,266 - - - - - 33,587 - - (17 9) - (21 1) - - (94 5) - 402 125,789 83,729 (1,15 6) 13 - - - - - 16,404 8,140 - - - - - - - - - - - - - 56,672 (1,68 8) - - - T reasury S to ck $ - - - - - - - - - - - - - - (34,469) T otal S to ck ho lders’ Equity $ 1 02 ,3 80 1 4,32 8 7 ,7 48 6 ,3 81 (17 9) 2 0,45 0 2 0,27 1 1 51 ,1 08 1 6,74 8 8 ,2 66 (94 5) 3 3,58 7 3 2,64 2 2 08 ,7 64 1 6,41 7 8 ,1 40 (34 ,4 69 ) 11,160 1 1,16 0 (1,68 8) 5 6,67 2 5 4,98 4 $ 2 64 ,9 96 B alan ces at D ecem ber 3 1, 20 00 ....................................................... $ 415 $ 150,333 $ 140,401 $ (2,844) $(23,309) S ee acco mp an y in g no tes to con so lid ated finan cial statem ents. INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Cas h flo ws f r om o per atin g activ ities : N et ear n in gs ....................................................................................................................... A djus tm ents to reco n cile net ear ning s to net cas h p ro vid ed b y o peratin g activ ities : D ep reciation an d am o rtization ................................................................................... Tax b en efit f ro m sto ck o p tion s exercised ................................................................ P ro visio n fo r los ses o n accou nts r eceiv ab le ............................................................ P ro visio n fo r o bs olete an d slow mo vin g in ven to ries............................................. D ef er red inco me tax es................................................................................................. Y ea rs En ded D ecember 3 1, 1 99 8 1 99 9 2 00 0 $ 5 6,67 2 $ 3 3,58 7 $ 2 0,45 0 1 4,60 2 8 ,1 40 8 ,3 75 6 ,1 60 ( 3,56 1) 7 ,9 13 8 ,2 66 5 ,7 49 3 ,0 67 1 ,7 91 4 ,3 03 6 ,3 81 5 ,3 66 1 ,8 02 ( 2,55 3) Chang e in as s ets and liab ilities , net o f acq uisitio ns I ncreas e in accou nts r eceiv ab le.............................................................................. ( In cr eas e) d ecr ease in in ventor ies ......................................................................... D ecreas e ( in creas e) in p r ep aid exp en s es and other cur ren t as s ets................... ( In cr eas e) d ecr ease in o ther as s ets......................................................................... I ncreas e in accou nts p ay able.................................................................................. ( Decr eas e) in cr ease in accr ued exp en s es and other cur ren t liabilities ............ N et cas h p ro v id ed b y o per ating activities........................................................ ( 12 2,23 7 ) ( 13 ,4 50 ) 1 ,2 87 ( 31 9) 4 6,75 6 ( 87 8) 1 ,5 47 ( 67 ,5 22 ) 1 2,21 4 ( 1,44 8) 9 50 5 5,10 8 4 ,4 29 6 4,10 4 ( 58 ,5 73 ) 1 5,87 9 4 ,0 18 ( 82 7) 5 0,25 0 ( 1,36 4) 4 5,13 2 Cas h flo ws f r om inv estin g activ ities : P ur ch as es of pr op er ty an d equ ip m en t........................................................................... P ur ch as e o f LC Desig n W er beag entur Gm bH an d Com pu ter pr of is Com pu ter sy tem e an d Bur ok om m un ik ation , n et o f cas h acq uir ed ...................... P u rchas e of Ch oice Periph erals Limited and Plus Net Tech no lo gies Lim ited , ( 41 ,4 28 ) ( 28 ,4 19 ) ( 13 ,8 39 ) - ( 2,48 7) ( 4,52 1) p lu s cas h ov erd raft as su m ed ...................................................................................... P ur ch as e o f add ition al in ter es t in Plus N et Tech no lo g ies, net of cash acqu ir ed.... P ur ch as e o f Treas ur e Ches t Co mp u ters , I nc., net o f cash acqu ired......................... N et cas h u sed in in v es tin g activ ities ................................................................. - ( 1,80 9) - ( 43 ,2 37 ) - - ( 1,22 5) ( 32 ,1 31 ) ( 3,53 4) - ( 27 ) ( 21 ,9 21 ) Cas h flo ws f r om f in ancin g activ ities : N et b or r ow in g s (r ep aym en t) on line o f credit............................................................. N et ( rep ay men t) b or r ow in g s of lo ng -term d eb t.......................................................... N et r ep aym en t o f ob lig ation s un d er capital leases ..................................................... I ss uance o f com mo n s to ck .............................................................................................. P ur ch as e o f treas ur y s to ck .............................................................................................. N et cas h (u sed in) p r ov id ed by f inancin g activities ........................................... 1 9,00 0 ( 65 7) ( 46 3) - 5 ,8 27 ( 12 4) 1 6,41 7 ( 34 ,4 69 ) ( 17 2) 1 6,74 8 - 2 2,45 1 ( 32 ,7 50 ) 8 ,0 94 - 7 ,7 48 - ( 16 ,9 08 ) Eff ect o f ex chang e r ate o n cash an d cas h eq u iv alents .................................................... ( Decr eas e) in cr ease in cash and cash eq uivalen ts ............................................................. Cas h an d cas h equ iv alents at beg in nin g of y ear ................................................................ Cas h an d cas h equ iv alents at en d o f y ear ........................................................................... 1 04 ( 41 ,7 58 ) 6 6,67 5 $ 2 4,91 7 ( 72 3) 5 3,70 1 1 2,97 4 $ 6 6,67 5 ( 31 1) 5 ,9 92 6 ,9 82 $ 1 2,97 4 S up plem ental disclo s ur es of cas h f lo w inf or m atio n : Cas h paid du r in g th e y ear f or in teres t........................................................................... $ 1 ,4 69 $ 1 ,0 17 $ 9 12 Cas h paid du r in g th e y ear f or in co m e taxes ................................................................. $ 2 9,82 1 $ 1 1,80 8 $ 4 ,7 05 S up plem ental disclo s ur e o f no n- cas h f in an cin g an d inv es tin g activ ity : Treas ur y s to ck is su ed in satisf actio n o f co n ting ent acq u is ition p ay m en t............... P ro perty and eq uipm ent acqu ir ed th ro u gh cap ital lease tr an sactio n s...................... $ 1 1,16 0 $ 5 11 $ - $ 1 ,4 18 $ - $ - S ee acco mp an y in g no tes to con so lid ated finan cial statem ents. INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000, 1999 and 1998 ( 1) O peratio ns an d Su mm ary o f S ig nif ican t A ccou n ting Po licies D es cr ip tio n o f Bu sin es s I ns ig ht En ter pr is es , I nc. ( th e “Co mp any ”) is a h o ld in g com pan y with th e fo llow ing o p er atin g u nits: In s ig ht Direct W or ld wid e, I n c. ( “I n sigh t”) and Direct Alliance Cor po ratio n ( “D ir ect A llian ce”) . In s ig ht is a g lob al d irect mark eter of com pu ter s, h ard ware, and so ftwar e with lo catio ns in the Un ited States, Canada, the U n ited K ing do m and G erm an y . Ins igh t s ells p ro du cts v ia th e In ter net and b y a s taf f of cu sto mer- ded icated acco u nt ex ecutiv es utilizing pr oactive o u tb ou n d telep ho ne- based s ales , electr on ic co mm er ce an d electr on ic m ark eting . Direct Allian ce en ables m anu factu rers of b r an d nam e pr o du cts to dir ectly acces s cus to m er s an d imp r ov e th e eff icien cy of th eir in d ir ect s ales ch an n els. Dir ect A llian ce p r ov id es ou ts o ur ced s er vices that inclu de deman d gener atio n m ar ketin g, direct sales m an ag ement, I nter n et enablem ent, p ro du ct fu lf illment an d trans actio n m an ag em ent s erv ices . P rincip les o f Con so lid ation and Pr es entatio n The con s olid ated fin an cial statements inclu d e th e accou n ts o f I ns ig h t En ter pr is es, I n c. and its w ho lly- o wn ed su bs id iar ies . I nter co m pany acco un ts an d trans actio n s have been elim in ated in co ns o lidatio n. O n Ap ril 3 , 1 99 8, th e Co m pany acqu ir ed all o f th e o utstand in g s to ck of Ch oice P eriph erals Limited , a Un ited K in gd om d ir ect m ar keter o f com pu ter s an d com p uter -r elated p ro du cts , and 8 5% of th e ou ts tan din g co mm o n sto ck o f P lu sN et Techn olo gies Limited , a U nited K in gd o m In ter net s er vice pr ov ider, f o r a total o f 2 80 ,84 1 sh ares o f th e Com pan y’ s Co m mo n S to ck ( v alued at $2 ,51 6,0 00 ) an d $ 3,5 34 ,0 00 in cash , in clu din g acqu isitio n co sts and a cash ov er d raft p o sitio n th at was ass um ed , w ith fu r th er co ns id eratio n payab le in the f u tu re, con tin gent on p ro f itab ility o f the acqu ir ed co m panies . On Janu ar y 2 6, 20 00 , the Com pany acqu ired an ad ditio nal 1 0% o f the o u ts tan ding Co mm on Stock o f Plu sN et Tech no log ies Lim ited fo r $ 1,80 9 ,0 00 . On J un e 23 , 2 00 0 , th e Com pan y is su ed 58 7 ,6 81 s h ar es of its co mm o n stock o ut of treasu ry (v alued at $ 11 ,1 60 ,00 0) as f ull con sider atio n o f th e f in al co nting en t acq uis itio n p ay men t. The Com p an y h as r eco rd ed to tal g oo dw ill o f $ 19 ,5 6 1,00 0 f or th es e acq uisitio ns . O n Septemb er 13 , 19 9 8, th e Co mp any acqu ir ed all o f th e o utstand in g s to ck of Treasu re Ch es t Com pu ter s, I n c., a U nited S tates d ir ect m ar keter o f com pu ter s and com p uter - related p ro d ucts , f or 6 7 7,00 7 s hares o f th e Com p an y’ s Com mo n S to ck ( valu ed at $ 1 0,00 0,0 00 ) p lu s $2 7 ,0 00 of acq u is ition cos ts, n et of cash acqu ir ed . Th e Com pan y has als o inclu d ed in g oo dw ill the cos ts to r elo cate th e bu s in es s to Ar izo na an d In d iana. Ad ditio nally , in 19 99 th e Co m pany n ego tiated a f in al settlem en t to eliminate an y con tin gent fu tu re acqu isition co sts . This amo u nt h as been reco rd ed as go od will. The Com p an y h as r eco rd ed to tal g oo dw ill o f $ 10 ,6 83 ,00 0 f or this acq u is itio n . O n Decem ber 1 6, 1 99 8 , th e Com pan y acq uired all o f the o u ts tan ding s tock o f LC-D esign W er beag entur Gm bH , a G er m an h olding co mp any , an d Com pu ter pr of is Com pu ter sy steme and Bur ok om m un ik ation , a G er m an d ir ect m ark eter of co mp uter s and com pu ter -r elated pr o du cts , fo r a total of 1 2 3,17 4 s hares o f the Com p an y’ s Com mo n S to ck (v alu ed at $ 1,81 0 ,0 00 ) and $ 4,52 1,0 00 in cas h, in clu ding acqu is ition co sts and n et of cash acq u ir ed . In 1 9 99 , the Com p an y n eg otiated a final s ettlement to eliminate an y con tin gent fu tu re acqu isition co sts . This amo u nt h as been reco rd ed as go od will. The Com p an y h as r eco rd ed to tal g oo dw ill o f $ 9,33 4,0 00 f o r th is acqu isition . A ll acq u is ition s hav e been acco u nted fo r by th e p ur ch as e m eth od o f accou n ting , and acco rd in g ly th e acqu ired com panies’ ass ets and liab ilities h ave b een r eco rd ed at their fair valu es at th e date of acqu is ition . Th e exces s o f th e p ur ch ase p r ice, in clud ing acq uisitio n cos ts , n et o f cas h acq uir ed o r cas h o verd raf t po s itio n ass um ed, o ver the fair v alu e o f th e n et as sets acqu ir ed has b een r ecor ded as g oo dw ill and is b ein g am o rtized ov er 20 y ear s. The r es u lts o f op er ation s o f th e acq u ir ed co mp an ies h av e b een r ecor ded in the con s olid ated fin an cial statements o f th e Com p an y beg in nin g with th e eff ectiv e date of each acqu is ition I n Ju ly 20 00 , the Co mp an y ’s Boar d of Directo rs ap pr ov ed a 3- f or -2 s tock s plit ef fected in th e fo r m of a stock d iv id end an d p ay ab le on S eptem ber 1 8, 20 00 to s to ckh older s of reco rd at th e clos e o f b us in es s o n A ug us t 2 1, 2 0 00 . Ad ditio nally, 3- fo r -2 s to ck s p lits were af fected in th e fo r m of s tock d iv id en d s on Febr uar y 18 , 1 99 9 and S eptem ber 8 , 1 99 8. A ll s h ar e am o un ts , s hare p rices and earn in gs per s hare h ave b een r etr oactively ad ju sted to r eflect these 3- fo r -2 s to ck sp lits. Cas h Eq u iv alents The Com p an y con sider s all h ig hly liq u id inv estmen ts w ith o rig in al m atu rities at th e d ate of pu rchase o f thr ee mo nth s or less to be cash eq uivalen ts . 28 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 I nv en to r ies I nv en to r ies, pr in cip ally pu rchas ed co mp uter s , har dw ar e and s o ftware, are stated at th e lo wer o f w eigh ted aver ag e co s t ( wh ich app ro x im ates co st un der the f irs t- in firs t-o ut m eth od ) o r mar ket. Pro vis io ns ar e mad e cu r rently fo r o bs olete, slo w m ov in g and n on salab le in ventor y . P ro perty and Eq uipm ent P ro perty and eq uipm ent ar e stated at co st. Majo r imp ro v em en ts an d b etter ments are capitalized ; m ainten ance, repair s and m in or r eplacements are ex pens ed as in cu rr ed . Dep reciation is p ro vid ed u s in g th e s tr aig ht-line m eth od o v er th e econ o mic liv es o f th e ass ets r an gin g fr o m th ree to 2 9 year s . Leas eh old imp r ov em en ts ar e amo rtized o ver th e s ho r ter of th e u nd er ly ing leas e ter m or as set lif e. The co st o f com p uter s o ftwar e develop ed or o btain ed fo r in ter nal u se, inclu d in g in ter nal cos ts in cu r red fo r u pg rades and en hancements that r es ult in ad d itio n al f un ction ality , is cap italized an d amo rtized o ver its estimated u sefu l lif e o f thr ee to ten year s. G oo dw ill G oo dw ill, wh ich r ep r es en ts th e exces s o f pu r ch as e p rice ov er f air v alu e of net ass ets acq uir ed , is am or tized o n a s tr aigh t lin e b as is o v er th e ex pected p er io ds to b e b en ef ited, generally 2 0 y ears . Th e Com pan y as s es ses the r eco verab ility o f th is in tan gible ass et b y d eterm in in g w hether th e amo r tizatio n of go od will balan ce o v er its remaining life can be reco ver ed th ro ug h u nd is co u nted fu tu re op er ating cash f low s of th e acq uired o per atio n. The am ou nt of g o od will im pairm en t, if an y, is m easu r ed b as ed o n p ro jected d is co u nted f u tu re op er ating cash f lo w s us ing a d iscou n t rate reflectin g the Co mp an y’ s aver ag e co s t of fu nd s. The ass ess men t of th e recov er ab ility of g oo d will will b e imp acted if estimated f utur e o peratin g cas h flo ws ar e no t ach iev ed . S ales Reco gn ition S ales ar e recog nized up o n sh ipm en t to th e cus to m er . Pr ov is ion s are m ad e cur r en tly f or es timated p ro d uct retur ns ex pected to occu r u nd er th e Com pan y’ s retur n p olicy. Pres en tly, ou ts o ur cing ar ran gements are serv ice f ee based w hereb y th e Com pan y d er iv es net s ales b ased o n a per centage o f the s ales gen er ated fr om pr od u cts so ld. Sales s o d er ived fr o m ser vice f ee bas ed arr an gem en ts an d all d ir ect cos ts related to the generatio n o f th e s ales ar e in clu ded in th e Com p an y’ s n et s ales an d cos t o f go o ds s old, r esp ectiv ely. Und er certain o f the Co mp an y ’s o th er ou tso ur cin g ar r an gemen ts , the Com p an y tak es title to in ven to ries of p ro du cts and as su mes cred it r is k ass o ciated with sales to th e end u s er . Sales and th e related co sts der iv ed fr om th e sales o f s uch p ro du cts are in clud ed in th e Co m pany ’ s net s ales an d co s t of go od s s old, resp ectiv ely . I ncom e Tax es I ncom e tax es ar e accou nted fo r u nd er th e as s et an d liab ility meth od . Def er red tax as sets an d liabilities ar e r ecog n ized fo r the f utu re tax co ns equ en ces attr ib utable to diff erences betw een the finan cial s tatem ent car r ying am ou nts o f existin g ass ets and liabilities and their res pectiv e tax bases and o p er atin g los s and tax cr edit car ry f o rw ar ds . Def er red tax as sets an d liabilities ar e m easu red u sin g en acted tax rates exp ected to app ly to taxable ear nin gs in the y ear s in wh ich tho s e temp o rary diff er ences ar e exp ected to b e reco v er ed or s ettled. Th e ef f ect o n defer red tax ass ets an d liab ilities of a ch an g e in tax rates is r ecog n ized in ear ning s in the p er iod th at includ es th e en actmen t date. F or eign Cu rr ency Tr ans latio n The f in ancial s tatem en ts of the Co mp any ’s f o reig n s ub sid iaries ar e trans lated in to U n ited S tates do llar s in accor dan ce w ith S tatemen t of Financial A cco un tin g Stand ar ds (“SF A S”) No . 5 2, “F or eig n Cu r rency Trans latio n.” As s ets an d liab ilities o f the s ub sidiaries ar e tr ans lated into U nited S tates d o llar s at cu r rent ex ch an g e rates . In co me an d ex p en se item s are tran slated at th e average ex ch ang e rate fo r each m on th with in th e y ear. The r esu ltin g tran slatio n adju stments are reco rd ed dir ectly as a s ep ar ate com po nen t of stockh o ld er s ’ eq uity. A ll tran saction g ain s or lo ss es ar e r ecor ded in the s tatem en t o f ear ning s . Ear ning s P er Sh ar e Bas ic earn in g s per s hare is com p uted by d iv iding earn in g s av ailab le to co mm on s tockh o ld ers b y the w eig hted av er age n um ber o f co m mo n sh ares o utstan d in g d ur in g each y ear. Diluted earn ing s p er s har e in clu des the im pact o f s to ck op tio ns ass um ed to b e exercised u sing th e tr eas ur y s to ck meth od . Th e d en om inato r f or d ilu ted ear nin gs p er sh ar e is g reater th an th e d en om in ato r u sed in basic ear nin gs p er sh ar e b y 1 ,4 87 ,1 0 7 sh ares in 20 00 , 1 ,7 26 ,02 3 s hares in 19 9 9 an d 1 ,6 39 ,01 1 sh ares in 1 99 8. The n u merato r is the s am e f or bo th b asic and d ilu ted ear ning s p er sh ar e. INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 S to ck -Based Com pens ation I n acco r dance with th e p ro vis io ns of A cco un tin g Pr in cip les Board Op in ion N o. 25 , “Acco un tin g f or S to ck Is s ued to Emp lo yees,” the Com p an y m easu res s to ck- based com p en satio n ex p en se as the ex cess of th e mark et pr ice at the g r an t date ov er the amo u nt th e em plo yee m us t pay f or th e sto ck . Th e Co m pany ’ s po licy is to g ran t sto ck o ption s at fair mark et valu e at the d ate o f gr an t; accor ding ly, n o com pen satio n ex pen se is r ecog n ized . As p erm itted , th e Com p an y has elected to ad op t the p r o fo r ma d is clos u re p r ov is io n s on ly of S F AS N o . 12 3, “A cco un ting fo r S to ck -Based Com pens ation ” ( “S FA S N o. 12 3”). The Com p an y is reco g nizin g th e com pen sation ex pen se ass o ciated with th e iss uance o f r es tr icted s tock ov er th e v es tin g p er io d. The to tal com pen sation ex pen se ass o ciated with restr icted s to ck repr es ents the v alu e bas ed u po n the nu mb er of s h ar es award ed mu ltiplied b y th e clo sin g pr ice o n the d ate o f g rant. Recip ients o f res tr icted s to ck ar e entitled to r eceiv e an y d iv id end s d eclared o n the Com p an y’ s Com mo n S to ck an d h av e v otin g r ig hts , regar dles s o f wh eth er su ch s h ar es have v ested . Un ves ted s hares o f res tr icted s to ck ar e f or feited if th e r ecip ien t is no lon g er an emp lo y ee o f the Co mp an y . U se o f Estim ates The p rep ar ation o f con so lid ated finan cial s tatem ents in co nf o rm ity w ith g en er ally accep ted accou n ting pr in cip les r eq uires m an ag em ent to m ak e estim ates an d ass u mp tion s that aff ect the repo rted am o un ts o f ass ets and liab ilities an d d is clos u re o f con ting ent as sets an d liabilities at th e date of th e co n so lid ated f inancial s tatem en ts. Ad d itio n ally , s uch estim ates an d ass um ption s aff ect the r epo rted am ou n ts o f s ales an d ex p en ses d ur in g the repo rting p eriod . Actu al resu lts co uld dif fer f ro m tho se es timates . S eg ment Repo r ting O n Janu ary 1 , 1 99 8, th e Com pany ad op ted S FA S N o. 13 1, “D is clo su res abo ut Segm en ts of an Enterp ris e an d Related I nf or matio n” (“SF AS No . 1 31 ”) . SF AS No . 13 1 s up ers ed es SF AS No . 14 , “Fin an cial Repo r ting f o r Seg ments o f a Bus in es s Enter pr ise,” replacing th e “ind u stry segm en t” ap p ro ach w ith the “man ag em ent” ap p ro ach . The manag em en t app ro ach d es ig nates th e in ter nal o rg an ization th at is u sed b y man ag em ent f or makin g op er ating decisio ns an d as ses sing perf or m an ce as the s ou r ce o f the Co mp an y ’s r ep o rtab le segm ents. SFA S N o. 1 3 1 also requ ires dis clos u re abo u t pr o du cts and s erv ices , g eo gr ap h ical ar eas, an d m ajor cu stom ers . Th e ad o ptio n o f SF A S No . 1 31 d o es n ot af fect resu lts o f o peratio ns or f in ancial p os itio n . Th e Co mp any o p er ates in tw o segm ents; direct mark eting ( I ns ig h t) and ou ts o ur cing of d irect m ark eting s er v ices ( Direct Alliance) . See N ote 13 . Com pr eh ens iv e I ncom e The Com p an y ado pted SF AS No . 13 0 , “Repo rtin g Com p rehens ive I n co me” ( “S FA S N o. 1 3 0”), ef fective J anu ar y 1 , 19 9 8. S FA S No . 1 30 es tablish es stan dar ds f o r th e r ep or tin g an d p res en tatio n of co mp reh en siv e in co m e an d its co mp on ents in finan cial s tatemen ts . Co mp reh en siv e in co m e en com pass es net incom e and “o th er co mp r eh en siv e in com e”, w hich in clud es all o th er no n- o wn er tr an saction s and ev en ts th at ch an ge s tockh o ld er s’ eq uity. I mp airm ent o f Lon g- Liv ed As sets an d Lon g- Liv ed A s sets to Be D is po sed O f The Com p an y accou nts f or lo ng -lived ass ets in accor dance w ith the p r ov is ion s of SF AS No . 12 1 , “A cco un tin g fo r the I mp airm ent o f Lon g- Liv ed As sets an d f or Lon g -Liv ed As sets to Be D is p os ed Of .” This S tatemen t req uires that lon g- liv ed ass ets and certain identifiab le in tan gibles be r eview ed fo r imp airm ent w h en ev er ev en ts or ch an ges in cir cu ms tan ces ind icate that the car r ying am ou nt of an ass et may n ot b e r ecov erable. Reco verability o f as sets to be h eld and us ed is m eas ur ed b y a com paris on o f the carr yin g am ou n t of an ass et to fu tu re net cas h flo ws ex pected to b e g en er ated b y th e ass et. If s u ch as sets ar e con sider ed to b e im p aired , th e imp air ment to b e r ecog nized is m easu r ed b y the am ou nt by w hich th e car ry ing amo un t o f th e ass ets exceed the f air v alu e of th e ass ets. Ass ets to b e dis po sed o f ar e r ep or ted at the lo wer o f th e car ry ing amo u nt o r f air v alue les s co s ts to s ell. Reclass ificatio ns Cer tain am ou n ts in the 1 9 99 and 19 98 co ns olidated f in an cial s tatemen ts h ave b een r eclas sif ied to co nf o rm w ith th e 2 00 0 p resentation . INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 ( 2) P ro perty and Eq uipm ent P ro perty and eq uipm ent co ns is t o f th e f ollo w in g: D ecember 3 1, 1 99 9 2 00 0 ( in th ou s an ds ) 5 ,3 44 Lan d ............................................................................................................................................ $ 3 3,54 4 Build in g s.................................................................................................................................... 2 3,27 6 Equ ip men t.................................................................................................................................. 2 0,49 6 F ur nitu r e an d f ix tu r es .............................................................................................................. Leaseho ld im p ro vemen ts ........................................................................................................ 5 ,2 17 S of tw ar e ..................................................................................................................................... 2 1,05 6 1 08 ,9 33 A ccum ulated d ep reciation an d am o rtization ....................................................................... ( 24 ,6 74 ) P ro perty and eq uipm ent, n et................................................................................................... $ 8 4 ,2 59 $ 3 ,6 39 16 ,64 1 1 5,5 46 1 4,96 3 4 ,1 17 1 5,65 7 7 0,56 3 ( 14 ,1 27 ) $ 5 6,43 6 ( 3) Lin e of Cr ed it The Com p an y h as a cr ed it facility with a fin an ce co mp an y . Th e ag reement pr ov id es fo r cas h adv an ces o uts tand ing at any o ne tim e u p to a max im um of $ 10 0 ,0 00 ,00 0 on th e lin e of cr ed it, s ub ject to limitatio n s based u po n the Co mp an y ’s elig ib le accou nts r eceiv ab le an d inv en to r ies. As of Decem ber 31 , 2 00 0 , we h ad a lon g- ter m ou tstan din g balan ce o f $ 19 ,00 0,00 0 and $ 40 ,0 42 ,00 0 w as available u nd er th e lin e of cr ed it. Th e cred it f acility can be us ed to f acilitate th e p ur ch ases of in ven to ries fr om cer tain su pp liers , and th at p or tio n is clas s if ied o n th e b alance sh eet as accou n ts p ayable. As o f Decem ber 3 1, 2 00 0 and 19 99 , the b alan ce of th is p or tio n o f th e credit f acility w as $4 0,9 58 ,0 0 0 an d $ 54 ,7 3 9,00 0, resp ectiv ely . Cash adv ances bear in teres t at th e Lon do n I nter ban k Of f er ed Rate ( “LI BO R”) p lu s 0 .8 0% (r es u ltin g in an in teres t rate of 7 .36 % at Decem ber 3 1, 2 00 0 ) pay ab le m on th ly . The credit facility expires in February 2002. The line is secured by substantially all of the assets of the Company. The line of credit contains various covenants, including the requirement that the Company maintain a specified dollar amount of tangible net worth and restrictions on payment of cash dividends. ( 4) Lon g- Ter m Deb t Lon g- ter m deb t at D ecem ber 3 1, 20 00 an d 19 9 9 co ns ists o f th e f ollo w in g: 7.15% first mortgage note payable in monthly installments of $78,249, including interest, with final payment due in May 2013. The debt is secured by the land, building and improvements to which it relates.................................................................................................... $ 2 00 0 1 99 9 (in thousands) 7,713 $ 8,086 8.02% first mortgage note payable in monthly installments of $44,013, including interest, with final payment due in December 2014. The debt is secured by the land, building and improvements to which it relates.................................................................................................... 4,435 4,600 8.02% first mortgage note payable in monthly installments of $16,266, including interest, with final payment due in December 2014. The debt is secured by the land, building and improvements to which it relates.................................................................................................... 1,639 1,700 Notes payable paid off in 2000....................................................................................................... - 50 Total long-term debt................................................................................................................ Less current portion................................................................................................................. ( 64 6) Lon g- ter m deb t, les s cur r en t po r tion .................................................................................................. $ 1 3,14 1 13,787 14,436 (638) $ 13,798 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 The agg r eg ate ann ual m atu rities of lo ng -ter m deb t as of D ecemb er 31 , 20 0 0 ar e as fo llo ws : Y ea rs en ding Decemb er 31 , ( in t ho u sa nd s ) 2 00 1 .................................. $ 6 46 6 96 2 00 2 .................................. 7 49 2 00 3 .................................. 8 07 2 00 4 .................................. 8 70 2 00 5 .................................. Thereaf ter .............................. 1 0,01 9 $ 1 3,78 7 ( 5) Leases The Com p an y is ob lig ated un der a cap ital lease f o r fu rn itu re that ex p ir es in J uly 2 00 4 . At D ecem b er 3 1, 20 00 , this f ur nitur e is reco r ded in fu rn itu re an d fix tu res at a total co st o f $ 1,9 28 ,0 00 . The Com p an y h as s ev eral n on -can celab le op er ating leas es , p rim ar ily f or o f fice an d dis tr ib utio n cen ter s pace. Ren tal exp en se fo r o peratin g leases was $ 3,5 99 ,0 00 , $ 3,5 94 ,0 00 an d $ 2,55 0,0 00 f o r th e y ears en ded D ecem b er 3 1, 20 00 , 1 99 9 and 1 99 8, r esp ectiv ely. F utur e m in im u m leas e p ay m en ts u n der n on -can celab le op er ating leas es (w ith initial or remain ing leas e ter ms in exces s o f o ne y ear ) an d f utur e m in imu m cap ital leas e p ay men ts as o f Decem ber 3 1, 2 0 00 are as f o llow s: Y ea rs en ding Decemb er 31 , C ap it al Leas es ( in th ou s an ds ) 2 00 1................................... $ 2 00 2................................... 2 00 3................................... 2 00 4 ................................... 2 00 5................................... 4 44 4 44 4 44 2 81 - Thereaf ter .............................. - Total m inimu m lease paym ents................................................................... 1 ,6 13 Les s am o un t r ep resen ting in teres t at 5.69 %.............................................. ( 16 0) P resent valu e o f net m in imu m cap ital leas e p ay men t.............................. 1 ,4 53 Les s cu r rent po rtio n o f o blig ation u nd er cap ital leas es ........................... ( 37 1) Obligations under capital leases, less current portion ........................ $ 1,082 O pera tin g Lea ses ( in th ou s an ds ) $ 2 ,5 36 2 ,4 59 2 ,0 40 1 ,1 74 4 03 1 ,0 57 $ 9 ,6 69 (6) Income Taxes Income tax expense (benefit) consists of the following: Y ea rs En ded D ecember 3 1, 1 99 9 1 99 8 2 00 0 ( in th ou s an ds ) Cur rent: F ed er al ....................................................................................................................... $ 3 6,33 2 S tate............................................................................................................................ 3 ,6 64 7 06 F or eign ....................................................................................................................... 4 0,70 2 $ 1 8,72 0 2 ,0 43 9 64 2 1,72 7 $ 1 3,19 3 2 ,0 61 - 1 5,25 4 D ef er red : F ed er al ....................................................................................................................... S tate............................................................................................................................ ( 3,36 4) ( 23 4) ( 3,59 8) $ 3 7,10 4 1 ,2 04 2 57 1 ,4 61 $ 2 3,18 8 ( 2,22 7) ( 30 5) ( 2,53 2) $ 1 2,72 2 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 The effective income tax rates for the years ended December 31, 2000, 1999 and 1998, were 39.6 %, 40.8% and 38.4%, respectively. The actual expense differs from the “expected” tax expense (computed by applying the United States federal corporate income tax rate of 35% in 2000, 1999 and 1998) as follows: Y ea rs En ded D ecember 3 1, 1 99 9 1 99 8 2 00 0 ( in th ou s an ds ) Com pu ted “ex p ected” tax exp en se................................................................................ $ 3 2,82 2 I ncreas e in incom e tax es resu lting f r om : $ 1 9,87 1 $ 1 1,80 6 3 ,0 01 S tate in co me taxes, net o f feder al inco me tax benef it........................................ 9 82 F or eign op er ating lo ss es fo r wh ich n o tax b enefit w as r eco gn ized ................ 6 27 N on -d ed u ctib le am or tization ................................................................................. ( 29 9) Tax exem pt in terest.................................................................................................. O th er n et.................................................................................................................... ( 29 ) P ro visio n fo r in co me taxes..................................................................................... $ 3 7,10 4 1 ,4 95 1 ,0 31 4 24 - 3 67 $ 2 3,18 8 1 ,1 41 - - - ( 22 5) $ 1 2,72 2 A t Decem ber 3 1, 2 00 0 , Un ited States incom e tax es have n o t been pr ov ided o n th e u nr em itted earn in gs of s u bs id iar ies o peratin g ou tside th e Un ited States. These earn ing s, w h ich are con s id er ed to b e inv ested in defin itely, wo uld b ecom e s ub ject to U nited S tates incom e tax if they w er e r em itted as d iv id end s, were lent to the Co mp an y , or if the Co mp an y w er e to sell its s to ck in the s ub s id iar ies. S ou rces of d eferr ed in co m e taxes and th eir tax ef fects are as f ollo w s: Y ea rs End ed December 3 1, 1 99 9 1 99 8 2 00 0 ( in th ou s an ds ) S of tw ar e d ev elo pm en t cos ts........................................................................................... $ D ef er red r ev enu e.............................................................................................................. P repaid ex pen ses .............................................................................................................. A llow an ces f o r do ub tfu l accou nts and retu rn s ........................................................... I nv en to r ies allo wances.................................................................................................... Mis cellaneou s accru als .................................................................................................... A ccru ed vacatio n an d o th er payr o ll liab ilities ............................................................. O th er , n et ........................................................................................................................... 2 85 3 18 6 ( 1,15 9) ( 13 7) ( 2,97 7) (2 12 ) 4 13 $ ( 3,59 8) $ 3 ,1 57 ( 14 ) 2 4 ( 92 0) ( 14 2) ( 21 1) ( 51 ) ( 38 2) $ 1,46 1 $ - - 6 1 ( 1,28 7) 2 02 ( 1,38 6) 2 6 ( 14 8) $ ( 2,53 2) The tax ef fects o f tem po r ar y dif ferences th at g ive r is e to s ig nifican t p or tion s o f the n et defer red tax ass et ar e p resen ted b elow : D ef er red tax as sets : D ecember 3 1, 1 99 9 2 00 0 ( in th ou s an ds ) A llow an ce fo r d ou btf ul acco un ts an d r etur ns ..................................................... $ 3 ,6 32 9 82 F or eign tax lo s s car ry fo r ward s .............................................................................. 1 03 A ccru ed warr anty co s ts ........................................................................................... 5 50 I nv en to r ies allow an ces ............................................................................................ 5 ,2 61 Mis cellaneou s accru als ............................................................................................ 7 71 A ccru ed vacatio n an d o th er payr o ll liab ilities ..................................................... 2 0 O th er ........................................................................................................................... 1 1,31 9 S ub to tal.............................................................................................................. ( 98 2) V aluatio n allow an ce ................................................................................................ 1 0,33 7 Total g r os s d ef er red tax as sets ....................................................................... $ 2 ,4 73 1 ,0 31 2 44 4 13 2 ,2 84 5 59 2 95 7 ,2 99 ( 1,03 1) 6 ,2 68 D ef er red tax liab ilities : ( 3,44 2) S of tw ar e d ev elo pm en t cos ts .................................................................................. ( 68 7) P repaid ex pen ses...................................................................................................... ( 4,12 9) Total g r os s d ef er red tax liab ilities................................................................. N et d ef err ed tax as s et...................................................................................... $ 6 ,2 08 ( 3,15 7) ( 50 1) ( 3,65 8) $ 2 ,6 10 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 Due to the Company’s profitable operations, management believes that realization of the deferred tax assets, net of applicable valuation allowances, is more likely than not. The amount of the deferred tax assets considered realizable could be reduced or increased if estimates of future taxable income during the carryforward period are reduced or increased. Reversal of the Company’s temporary differences is expected to occur in the near future due to their short-term nature. The net deferred tax asset at December 31, 2000 and 1999 is included in prepaid expenses and other current assets on the consolidated balance sheet. ( 7) Ben ef it Plan s The Com p an y h as ado p ted a d ef in ed co n tr ib ution benefit p lan ( th e “Defin ed Con tribu tio n Plan”) w hich co mp lies with s ection 40 1( k ) of th e In ter nal Rev en u e Co de. Em p lo yees wh o com plete s ix mo nths of s erv ice ar e elig ib le to p ar ticip ate in the D ef in ed Co ntr ib utio n P lan . The Defin ed Con tribu tio n Plan allow s fo r the Co mp an y to m atch u p to 2 5% o f the em ploy ees ’ con tr ib u tion s u p to a max im um s ix per cent o f total co mp ens ation . Co ntrib utio n exp en s e was $ 67 0,0 00 , $5 6 8,00 0 and $ 4 10 ,0 0 0 f or the year s end ed Decem ber 31 , 2 00 0 , 19 99 an d 1 99 8, r esp ectiv ely. I n Au g us t 19 9 5, th e Co mp any ad op ted an Em p lo yee S to ck Pu rchas e Plan (the “P ur chase P lan ”) . Un der the term s o f th e P ur ch as e P lan , em plo yees other than o ff icer s m ay pu rchas e a total o f u p to 50 6,2 50 s h ar es o f Com m on S to ck. The p ur chase p rice p er sh are is 8 5% o f the m ark et valu e p er s h ar e of Co mm o n Stock d eterm in ed as o f the b eginn ing o f the q u ar terly p ur chase p er io d as sp ecified in th e Pu rch as e P lan. A s of Decemb er 31 , 2 00 0, 18 4,1 06 s har es h ave b een iss u ed u nd er th e P ur ch ase P lan . ( 8) S to ck P lan s The Com p an y has var io us lo ng -term in centiv e p lan s (the “P lan s”) in clu din g: s to ck op tio n an d r es tricted stock p lans in th e Com pany (the “Com pan y Plans ”) , and s tock op tio n p lans in the fo llow ing s u bs id iar ies: Direct Alliance, P lus Net Techn o lo gies, Lim ited an d I ns ig ht AS P, Limited ( co llectiv ely , the “Su b sidiary P lan s”). The p u rp os e o f th e P lan s is to b en efit an d adv ance th e inter es ts of th e Co m pany by r ew ard in g o ff icers , d ir ecto r s an d emp lo y ees f or their co n tr ib ution s to th e s ucces s of th e Co m pany and ther ef or e m otiv ating th em to con tin ue to m ak e s uch con tr ibu tion s in the f utu re. Th e Plans p r ov id e f or f ixed gr ants o f bo th incen tiv e sto ck o ption s, no nq ualif ied s to ck op tio ns and restr icted s to ck gr an ts . Th e s to ck op tio ns g en erally v es t o ver a o ne to f iv e year per io d fr o m th e d ate o f gr ant and ex pir e 6 to 10 y ear s af ter th e date of g r an t. The Com p an y h as ado p ted the d is clo su r e- on ly pr ov ision s o f SF A S 12 3, “A cco un ting fo r S to ck -b ased Com pens ation ”. In accor dan ce w ith the pr ov ision s o f SF A S 12 3, th e Com pany ap plies A cco un tin g Pr in cip les Board Op in ion N o. 25 , “Acco un tin g f or S to ck Is s ued to Em plo yees ” and r elated inter p retatio ns in accou n ting fo r th e P lan s an d accor d in gly, do es no t recog nize com pens ation ex pens e f or an y of its P lans b ecaus e the Co mp an y typ ically d oes no t iss u e op tio ns at exercise p r ices b elo w the m ar ket v alue at d ate o f g rant. Had com pens ation co st f o r th e P lans been determ ined con sistent w ith S FA S N o. 12 3, th e Com pany ’ s net ear nin gs an d dilu ted earn in gs per s hare w o uld h av e been red uced to the pr o fo r ma am ou nts ind icated below : Y ea rs en ded D ecember 3 1, 1 99 9 2 00 0 ( in th ou s an ds , excep t p er sh are d at a) 1 99 8 N et ear n in gs A s repo r ted $ 5 6,67 2 $ 3 3,58 7 $ 20 ,4 50 P ro f or m a $ 4 6,15 6 $ 2 9,36 0 $ 1 6,98 6 Bas ic earn in g s per s hare A s repo r ted $ 1 .4 0 $ 0 .8 7 P ro f or m a $ 1 .1 4 $ 0 .7 6 D iluted earn ing s per s har e A s repo r ted $ 1 .3 5 $ 0 .8 3 P ro f or m a $ 1 .1 0 $ 0 .7 3 $ 0 .5 6 $ 0 .4 7 $ 0 .5 4 $ 0 .4 5 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 Com pa ny Plan s I n No vem ber 1 99 4, th e Co m pany es tablish ed a 19 94 S tock O ptio n P lan ( th e “1 9 94 P lan ”) . Op tio ns exer cisab le f or a to tal o f 4 ,3 03 ,1 2 5 sh ares of Co mm o n Stock are iss uable u nd er th e 1 99 4 P lan. The 1 9 94 P lan p ro v id es f o r th e g rant to ex ecutiv e o ff icer s , oth er k ey em plo yees , n on -em ploy ee directo rs an d co n su ltan ts of eith er “incentiv e s to ck op tion s ”, w ith in th e meaning o f S ection 42 2 o f th e Cod e, or n on q ualif ied sto ck o p tion s. Und er th e 1 99 4 P lan, o n ly em ploy ees ( in clu ding of ficer s) o f the Com pany ar e eligible to r eceive in cen tive s tock o ptio ns . Th e 1 99 4 P lan is ad min is ter ed b y the Bo ar d of Directo rs o f the Com pany (o r a com mittee o f th e Board ) w hich deter mines the term s of op tio ns g ran ted u nd er th e 19 9 4 Plan , includ in g the exercis e p rice an d the n u mb er o f s har es s ub ject to th e o ptio n . The 19 94 Plan p r ov id es th e Board of D ir ector s w ith the d iscretio n to deter mine wh en o p tion s g ranted th ereun der s hall beco m e ex ercis ab le. As of D ecemb er 31 , 2 00 0, 21 ,9 84 stock o ptio n s un d er the 1 99 4 P lan w er e available fo r g ran t. I n Octo b er 1 9 97 , th e s to ckh older s ap p ro ved the es tablish ment of th e 19 98 Lo ng - Term I n centive P lan ( th e “19 98 LTIP ”) fo r o ff icer s , em p lo yees , d ir ector s and co ns ultan ts o r ind ep end en t con tr actor s . The 19 98 LTIP au th or izes gr ants o f in cen tive stock o ptio ns , n on - qu alif ied s tock op tio ns , s to ck ap pr eciatio n r ig h ts , per fo rm ance sh ares, restricted Com mo n S to ck an d per fo rm ance- b as ed aw ar ds . Ef fective March 1 3, 2 0 00 , th e s to ckh older s ap p ro ved an am end ment to th e 19 98 LTIP in cr eas in g the n um b er o f s hares eligib le f or aw ar d s to 6 ,00 0,0 00 . In add ition , the Bo ar d of Directo rs m ay res er ve ad ditio nal sh ares altho ug h the calcu latio n o f ad ditio nal s hares s hall be limited to an am ou n t of ad ditio nal sh ares s uch th at th e n um ber o f s hares o f Co m mo n S to ck r emain ing f or gr an t u nd er th e 1 99 8 LTI P an d any o f the Co mp an y ’s o ther op tio n p lans , p lu s the n um b er o f s hares o f Com mo n S to ck gr an ted b ut no t yet exer cised u nd er th e 19 9 8 LTI P an d any o f the Co mp an y ’s o th er op tio n plans , s hall n o t exceed 2 0% o f the o u ts tan ding s h ar es of Com m on S tock of th e Com pany at th e time of calculation o f the ad ditio nal sh ares. As o f Decem ber 3 1, 2 00 0 , th ere w er e 1 ,1 2 0,78 4 s hares o f Co m mo n S to ck av ailab le to g rant fo r aw ard s u nd er th e 19 9 8 LTIP . I n Septemb er 19 98 , the Co mp an y estab lis hed the 1 9 98 Emp loy ee Restricted S to ck P lan ( the “19 9 8 Em p lo yee RS P”) f or th e emp lo yees of th e Co m pany . Th e total nu mb er of r estricted Co m mo n Sto ck s h ar es in itially available f or g r an t u nd er th e 19 9 8 Emp lo yee RSP is 5 62 ,50 0. As of Decem ber 31 , 2 00 0 , 43 4,4 17 s h ar es o f r es tricted Co mm o n Stock s to ck w ere av ailable f or g rant u n der the 1 99 8 Emp loy ee RS P. I n Decem ber 1 99 8, th e Co m pany es tablish ed th e 19 9 8 Of ficer Restricted Sto ck P lan ( th e “19 98 Of ficer RSP ”) fo r the o ff icer s o f the Com p an y. The to tal n um ber o f res tr icted Com m on S to ck sh ares in itially av ailab le fo r gr ant u n der th e 1 99 8 O ff icer RS P is 56 ,2 5 0. As of D ecemb er 31 , 2 00 0, 49 0 sh ares o f restr icted Com mo n S to ck were av ailab le f o r gr ant u nd er th e 1 99 8 Of f icer RS P. I n Septemb er 19 99 , the Co mp an y estab lis hed the 1 9 99 Bro ad Bas ed Emp loy ee Stock O ptio n P lan ( th e “1 99 9 Bro ad Based P lan”) f or th e em plo yees of the Co mp any . Th e to tal n um b er o f s to ck op tio ns initially available f or g ran t un d er the 19 99 Br oad Bas ed P lan is 1 ,5 00 ,00 0; pr ov id ed, h o wever, th at no m or e than 2 0% o f the sh ar es of s tock av ailab le un der the 19 99 Br oad Bas ed P lan may b e award ed to th e Of ficer s. As of Decem ber 31 , 2 00 0 , 56 ,1 3 8 sto ck o ption s w er e av ailab le fo r g rant un der the 1 9 99 Bro ad Based P lan. The 1 99 4 P lan , 19 98 LTIP , 1 99 8 Emp lo y ee RSP , 1 99 8 O ff icer RS P and 1 9 99 Br oad Bas ed P lan (th e “Plan s”) are adm in is ter ed by the Co mp ens atio n Com m ittee o f th e Board of D irector s . Ex cept as p ro v id ed b elo w, th e Co m pens ation Com mittee has the ex clus ive auth or ity to ad m in is ter the Plan s , in clu ding th e po w er to d eter m in e eligibility, th e ty p es o f award s to be g r an ted , th e p rice an d th e tim ing o f award s . The Plan s d o, h o wever , pr ov ide th at the Co mp any ’s CEO has the au th or ity to g rant aw ar ds to any in div id ual ( other than the th ree hig hest- rank in g executiv es of th e Co mp any ) and p ro v id es fu rther that any g rant to an ind iv id u al w h o is s u bject to Section 16 o f the S ecu rities Ex chang e A ct o f 1 93 4 m ay n o t be ex er cis ab le f o r at leas t s ix m on th s f ro m the d ate o f g rant. G en er ally, o p tion s g ranted ex pir e in ten years , are exer cisab le d ur ing th e o ptio nee’s lifetime on ly by the recip ient an d ar e n on -tran sf er able. Unexer cised o ptio n s gener ally term in ate s even day s af ter an ind iv idu al ceas es to b e an em p lo yee o f th e Com pany . The Com p an y h as iss u ed s h ar es o f r es tricted Co mm o n Stock as incen tiv es to cer tain of f icer s an d em p lo yees. Th e s har es o f r es tr icted Co mm on S tock are v alu ed at the d ate o f g rant, amo r tized o ver the thr ee- year vesting p eriod an d th e m ajor ity co ntain an acceler ation clau se w h ich cau ses the s har es to autom atically v es t if the Com p an y’ s Com mo n S to ck clos ed ab o ve a certain p rice o f eith er $ 29 or $ 4 4 per s hare. On May 15 , 2 00 0, th e Com pany ’ s Co m mo n Sto ck clos ed ab ov e $ 29 cau s in g 1 14 ,3 96 s hares o f res tr icted Com m on S to ck to au to matically vest. Th e Com pan y has r ecor d ed a pr e- tax char ge o f $ 1,12 7 ,0 00 r elated to the ear ly ves ting o f this r es tr icted Co mm on Stock . This char ge r ep r es en ts th e u namo r tized p or tio n of th e res tr icted Com m on S to ck in excess o f the s chedu led amo r tizatio n. Sch ed uled am o rtization is inclu d ed in s ellin g an d adm in istrativ e ex p en ses . At D ecem ber 3 1, 20 00 , there were 1 4 3,13 8 s hares o f r es tr icted Co mm on S tock o utstan d in g, wh ich r ep res en ts $ 2 ,8 50 ,00 0 of INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 u namo rtized d ef er red com p en satio n. 60,46 8 o f th ese r es tricted Co mm o n Sto ck s har es w ill auto matically v est if the Co mp an y ’s Com mo n Stock clo ses abo v e $4 4 p er s h ar e. The r emain in g 8 2,6 70 h av e n o s uch acceler ation clau se. F or p ur p os es of the SF AS No . 12 3 p ro fo rm a n et earn in gs an d n et ear n in gs per sh are calculation , the f air v alu e of each o ptio n g rant is estimated o n th e d ate o f gr ant u s in g th e Black- Scho les o p tion -p r icin g m od el with th e fo llo win g weig h ted- average ass um ption s u sed fo r g ran ts u nd er th e Com pan y Plans in 2 00 0, 19 99 an d 19 9 8: Y ea rs en ded D ecember 3 1, 1 99 9 2 00 0 1 99 8 D iv id en d y ield..................................................................................... Exp ected v olatility .............................................................................. Ris k- fr ee in ter es t r ate ......................................................................... Exp ected liv es ..................................................................................... 0 % 5 0% 5 .1 % 2 .4 y ear s 0 % 5 0% 6 .3 % 2 .4 y ear s 0 % 5 0% 4 .5 % 2 .1 y ear s The f ollow in g tab le su mm arizes the Co mp an y’ s s to ck op tio n activ ity u nd er th e Co m pany Plan s: Year ended December 31, 2 00 0 Y ea r en d ed D ecemb er 31 , 1 99 9 Y ea r en d ed D ecemb er 31 , 1 99 8 Number of S hares Weighted Average Exercis e P rice Balan ce at th e begin ning of y ear..................................................... 4 ,6 15 ,2 1 2 3 ,7 69 ,2 7 3 G ranted .............................................. ( 1,21 0,5 41 ) Exercis ed........................................... Exp ir ed ............................................. ( 34 0,34 9 ) Balan ce at th e en d o f y ear ............. 6 ,8 33 ,5 9 6 Exercis able at th e end o f y ear........ 1 ,5 73 ,7 1 9 W eigh ted -aver ag e fair value o f o ptio ns gr an ted d ur ing th e year ... $ 6 .9 0 $ 1 4.03 2 0.48 1 0.99 1 8.59 1 7.81 1 3.44 Number of S hares 4 ,6 48 ,6 0 8 2 ,3 98 ,1 5 5 ( 1,90 3,2 98 ) ( 52 8,25 3 ) 4 ,6 15 ,2 1 2 8 22 ,9 65 $ 4 .2 2 Weighted Average Exercis e P rice $ 8 .9 2 1 8.49 7 .6 5 1 2.37 1 4.03 9 .0 8 Weighted Average Exercis e P rice $ 5 .5 8 1 1.08 3 .8 9 1 0.28 8 .9 2 6 .7 2 Number of S hares 4 ,4 05 ,9 2 8 3 ,2 54 ,3 3 7 ( 1,84 5,2 39 ) ( 1,16 6,4 18 ) 4 ,6 48 ,6 0 8 5 57 ,5 41 $ 2 .3 1 The f ollo win g tab le s um m ar izes th e s tatu s o f ou tstan d in g sto ck o p tion s u nd er th e Co m pany Plan s as of Decemb er 31 , 2 00 0: O PTIO NS OU TS TAN DI NG O PTIO NS EX ER C IS ABLE N um ber o f O ptio ns O utstan d in g 1 ,3 72 ,4 2 2 1 ,4 82 ,4 3 5 1 ,6 03 ,9 9 8 1 ,6 90 ,9 8 3 6 83 ,7 58 6 ,8 33 ,5 9 6 W eigh ted A verage Rem ainin g Con tr actual Lif e 6 .9 0 y ears 9 .4 6 8 .8 8 9 .0 5 9 .5 0 8 .7 1 W eigh ted A verage Exercis e P rice $ 1 0.02 1 4.69 1 8.30 2 2.20 2 8.22 1 7.81 N um ber o f O ptio ns Exercis able 8 70 ,9 17 1 48 ,9 25 3 57 ,8 93 1 71 ,2 34 2 4,75 0 1 ,5 73 ,7 1 9 W eigh ted A verage Exercis e P rice $ 8 .9 4 1 6.08 1 8.80 2 1.25 2 4.50 1 3.44 Ran ge o f Exercis e P rices $ 1 .7 8 - 1 3.67 1 3.69 - 1 6.92 1 6.94 - 1 9.79 1 9.81 - 2 3.00 2 3.01 - 4 2.79 S ub sidia ry Plan s I n May 2 00 0, th e Co m pany es tablish ed th e Direct A llian ce Co rp o ratio n 20 00 Lo ng - Term I n centive P lan ( Dir ect Alliance 2 00 0 LTI P”), th e Plu sN et Tech no log ies Lim ited 20 0 0 Lo ng - Term In centive P lan ( “P lus Net 2 00 0 LTI P”) and th e In s ig ht A S P Lim ited 20 00 Lo ng -Term I n centiv e P lan ( “I ns igh t A SP 2 00 0 LTI P ”) . Th e to tal n um b er o f s to ck op tio ns initially available f or g rant u n der these p lan s is: D ir ect A llian ce 20 00 LTIP – 4,50 0 ,0 00 , P lu sN et 20 00 LTIP – 7,50 0 ,0 00 an d In s ig ht AS P 20 0 0 LTI P – 7 ,5 00 ,00 0. As of Decem ber 31 , 2 00 0 , th e n um ber o f sto ck o p tion s available fo r g ran t un der thes e plan s is: Direct Alliance 2 00 0 LTI P – 1 ,0 90 ,0 0 0, P lus Net 2 00 0 LTI P – 2 ,3 00 ,00 0 an d I ns igh t AS P 2 00 0 LTI P – 2 ,0 0 0,00 0. S ub sidiary P lan s, w h ich are cur r en tly adm in ister ed by th e res pectiv e s ub s id iary ’ s Bo ard o f D ir ector s, in clud e p ro visio ns f o r g rantin g o f incen tiv e aw ard s in th e f or m of stock o ptio n s to th e su b sidiary ’s em ploy ees and directo rs as w ell as to of ficer s an d emp lo yees of its par en t and cor p or ate aff iliates . INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 The r ig h t to pu rchas e sh ares un d er th e stock o ption agr eem en ts with th e s ub sidiary ’s em ploy ees an d directo rs vest 1 0 0% o n the f if th an n iv er sar y of th e date of gr an t. The vestin g and exercis ability of th e op tio ns acceler ate in th e event o f an initial pu blic o ff er in g o r chang e o f co n tr ol o f the su bs id iar y o r th e Com pan y. The r ig h t to pu rchas e sh ares un d er th e stock o ption agr eem en ts with of ficer s or em plo yees o f its parent or co rp or ate aff iliates ar e 10 0% vested on th e date of g r an t, ho wever , ar e n ot ex er cis ab le u n til the f if th an n iv er sar y of th e date of gr an t. The exercis ability of th es e o ptio ns acceler ate in th e event o f an in itial p ub lic o ff ering o r chan ge o f con tr o l of th e su b sidiar y o r the Com pany . G en er ally, o p tion s g ranted ex pir e in ten years , u nles s an ear lier time is s et in the gr an t agr eem en t, ar e ex ercisable d ur in g the o ptio nee’s lifetime on ly by the recip ient an d ar e n on -tr an sf erable. Unex er cised o ption s gen er ally term inate seven d ay s after an ind iv id u al ceas es to b e an em plo yee o f th e Com pan y. Op tio ns gr an ted u nd er th e S ub sidar y Plans to d ate m us t be ex er cis ed w ithin s ix y ear s fr o m th e d ate o f gr ant. F or p ur p os es of the SF AS No . 12 3 p ro fo rm a n et earn in gs an d n et ear n in gs per sh are calculation , the f air v alu e of each o ptio n g rant is estimated o n th e d ate o f gr ant u s in g th e Black- Scho les o p tion -p r icin g m od el with th e fo llo win g weig h ted- average ass um ption s u sed fo r g ran ts u nd er th e S ub sid iary Plan s: D iv id en d y ield..................................................................................... Exp ected v olatility .............................................................................. Ris k- fr ee in ter es t r ate ......................................................................... Exp ected liv es ..................................................................................... D irect A llia n ce 0 % 0 % 5 .1 3% 2 .8 y ear s Plu sN et Tech n olog ies , Limit ed 0 % 0 % 5 .0 8% 5 .5 y ear s I ns ig ht AS P, Limit ed 0 % 0 % 5 .0 8% 5 .5 y ear s The f ollow in g tab le su mm arizes the Co mp an y’ s s to ck op tio n activ ity in 20 0 0 un der the Su bs id iar y P lans : D irect A llia n ce Plu sN et Tech n olog ies , Limit ed I ns ig ht AS P, Limit ed Number of S hares Weighted Average Exercis e P rice Number of S hares Weighted Average Exercis e P rice Number of S hares Balan ce at th e begin ning of y ear..................................................... - 3 ,4 10 ,0 0 0 G ranted .............................................. Exercis ed........................................... - Exp ir ed ............................................. - Balan ce at th e en d o f y ear ............. 3 ,4 10 ,0 0 0 W eigh ted -aver ag e fair value o f o ptio ns gr an ted d ur ing th e year ... $ 0 .1 8 $ - 1 .4 2 - - 1 .4 2 $ - 0 .3 0 - - 0 .3 0 - 5 ,2 00 ,0 0 0 - - 5 ,2 00 ,0 0 0 < $ 0 .0 1 - 5 ,5 00 ,0 0 0 - - 5 ,5 00 ,0 0 0 < $ 0 .0 1 Weighted Average Exercis e P rice $ - 0 .0 4 - - 0 .0 4 P lu sN et Tech n olog ies , Lim ited an d In s ig ht A S P, Limited are s u bs id iar ies o f th e Com pan y in th e Un ited Kin gd om an d as su ch , exercis e p rices are desig nated in Br itish p o un ds . Th e exercise p rices r ep res en ted in th e tab le ab ov e f or th es e p lans is b as ed on the exch an ge rate f o r Br itish P o un ds at D ecemb er 31 , 20 0 0. A t Decem ber 3 1, 2 00 0 , no op tion s g ran ted un d er th e Su bs idiar y P lans were ex er cis ab le. ( 9) S to ck ho lder Rig hts A gr eem en t O n Decem ber 1 4, 1 99 8 , each stock ho ld er of r eco rd r eceiv ed on e Pr eferr ed Sh ar e P ur chase Righ t ( “Rig ht”) on each o utstan d in g s hare o f Com m on S to ck ow n ed . Each Righ t en titles s to ck h older s to b u y on e thr ee- hu nd r ed th o f a s h ar e of Series A P referr ed Sto ck o f the Co mp an y at an ex er cis e pr ice o f $ 20 0. The Righ ts will b e exer cisable if a p er so n o r g ro up acqu ir es 15 % o r mo re of th e Co mm o n Sto ck o f the Co mp an y o r an n ou nces a ten der of f er f o r 15 % o r mo r e of th e Co m mo n Sto ck . Sh ou ld th is o ccur , the Righ t will en title its ho lder to pu rch as e, at the Righ t’ s exer cise p r ice, a nu mb er of sh ar es of Co mm on S tock h av in g a m ar ket v alue at the time of twice th e Rig ht’ s ex ercis e p rice. Righ ts held by th e 15 % h older w ill b ecom e v oid and w ill n o t be exercis able to pu rch as e s hares at th e b ar gain pu r ch as e p rice. If th e Co m pany is acq u ir ed in a m erg er o r o th er bu sin es s INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 com binatio n trans actio n after a pers o n acqu ires 1 5% o r m or e o f th e Com pan y’ s Co m mo n S to ck , each Rig ht w ill en title its h older to pu r ch as e at th e Rig ht’ s th en cu rr ent ex er cise pr ice a n um b er o f the acqu ir ing com p an y’ s com mo n s har es h av ing a m ar ket v alue at the time of twice th e Rig ht’ s ex ercis e p rice. ( 10 ) N on -O per atin g ( In co m e) Ex pens e, Net N on -o per atin g ( in co m e) ex pens e, net, co ns is ts pr imarily of in terest in co m e an d inter est exp ens e. I nter es t inco me is g en er ated by th e Co m pany th ro ug h s ho r t- term in ves tm en ts , s om e o f wh ich ar e in ves tm en t g rade tax- adv an tag ed b o nd s. Inter est exp en se pr im arily r elates to bo r ro win gs ass o ciated with th e f in an cin g of facility acq uisitio ns an d th e f in an cin g of in ven to ry p ur ch as es un d er the Co mp any ’s line o f credit. (1 1) F air Value o f F in an cial I ns tr um ents S FA S No . 1 07 , “Disclos ur e abo ut Fair Valu e o f Fin an cial In str um en ts ,” req uires that the Com p an y d is clos e estimated f air v alues f or its finan cial in stru m en ts . Th e f ollo w in g su m mary pr es en ts a d es cr ip tio n o f th e m etho d olog ies and as su mp tio ns us ed to deter mine su ch am ou nts . F air value es timates are made at a p o in t in time an d ar e b as ed on r elevan t mark et in f or matio n an d inf or m atio n abo ut th e f in an cial in s tr um en ts; th ey are su bjectiv e in natur e an d inv o lv e un cer tainties and m atter s o f ju d gm en t and , therefo r e, can n ot be d eter min ed w ith p recis io n . Thes e es tim ates do n o t reflect an y pr em ium o r d is co u nt th at cou ld res ult fr o m of f er in g f or s ale at any tim e th e Com p an y’ s entir e h oldin gs o f a p ar ticular in str um en t. Chan ges in as su m ptio n s co uld s ig n if ican tly af fect th es e estim ates. S in ce th e fair valu e is estim ated as of D ecemb er 31 , 20 0 0, th e am ou n ts th at w ill actu ally b e r ealized o r p aid in settlem ent o f the ins tru men t co uld b e s ig nifican tly d if fer en t. The car r ying am ou nts f or cash an d cas h eq uiv alen ts ar e ass um ed to b e the fair v alu e b ecau se of th e liqu idity of thes e ins tr um ents. The car r ying am ou nts f or acco un ts receivable, accou nts p ay ab le an d accru ed ex pen ses and o th er cur rent liab ilities app ro xim ate f air value b ecaus e o f th e s ho rt matu r ity of th es e ins tr u ments . (1 2) S up plem ental Financial I n fo rm ation A s um mar y of ad ditio ns an d dedu ction s r elated to th e allow an ces f or do ub tfu l accou nts r eceiv ab le an d pr o visio ns f or o bs oles cen ce of inv entor ies f or th e y ears en ded D ecem ber 3 1, 20 00 , 19 99 an d 1 99 8 fo llo ws (in th o us an d s) : Balan ce at Beg in nin g of Perio d A dd it io n s D ed uctio ns End o f Perio d Balan ce at A llow an ces f o r do ub tfu l accou nts r eceiv ab le: Y ear en d ed D ecemb er 3 1, 20 00 .......................... $ 9 ,2 77 $ 8 ,3 75 $ ( 5,83 9) $ 1 1,81 3 Y ear en d ed D ecemb er 31 , 1 99 9.......................... $ 7 ,1 28 $ 5 ,7 49 $ ( 3,60 0) $ 9 ,2 77 Y ear en d ed D ecemb er 31 , 1 99 8.......................... $ 3 ,2 74 $ 5 ,3 66 $ ( 1,51 2) $ 7 ,1 28 P ro visio ns f o r ob so les cen ce o f inv en tor ies: Y ear en d ed D ecemb er 31 , 2 00 0.......................... $ 1 ,6 10 $ 6 ,1 60 $ ( 6,45 2) $ 1 ,3 18 Y ear en d ed D ecemb er 31 , 1 99 9.......................... $ 1 ,7 61 $ 3 ,0 67 $ ( 3,21 8) $ 1 ,6 10 Y ear en d ed D ecemb er 31 , 1 99 8.......................... $ 1 ,3 97 $ 1 ,8 02 $ ( 1,43 8) $ 1 ,7 61 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2000, 1999 and 1998 ( 13 ) S eg ment In fo r mation (in tho us an d s) The Com p an y o perates in two ind u stry segm en ts: d ir ect mar ketin g (I ns igh t) an d ou tso ur cin g of direct mark eting serv ices ( Direct Alliance) . Th e Com pany ’ s pr incip al mark ets are in N o rth Am erica an d Eu r op e. Direct Alliance Insight Acquisition (Costs) Proceeds Consolidated 2000 Net sales............................................................ Earnings from operations................................. 1999 Net sales............................................................ Earnings from operations................................. 1998 Net sales............................................................ Earnings from operations................................. $ 1,930,179 79,281 $ $ 110,907 11,847 $ $ 1,414,559 50,655 $ $ 103,810 8,868 $ $ $ 910,647 29,772 $ $ 92,137 4,113 $ - $ 1,850 - $ $ (2,302) $ $ - - $ 2,041,086 92,978 $ $ 1,518,369 57,221 $ $ 1,002,784 33,885 $ N on e of th e Com pany ’ s cu s to mers ex ceeded tw o p er cen t of net s ales . The f ollow in g is a s um mar y of th e Co m pany ’s geog r ap hic o peratio ns : 2000 Net sales............................................................ Total long-lived assets ..................................... 1999 Net sales............................................................ Total long-lived assets ..................................... North America Europe Total $ 1,910,791 84,904 $ $ 130,295 35,644 $ $ 2,041,086 120,548 $ $ 1,362,728 61,510 $ $ 155,641 20,559 $ $ 1,518,369 82,069 $ A ltho ug h the Co mp an y cou ld be im pacted by th e in ter natio nal eco no mic clim ate, m an ag ement do es n o t believe m aterial credit r is k existed at D ecemb er 31 , 2 00 0. The Co mp an y m on ito rs its cu sto mers ’ f in an cial co n ditio ns and do es no t req uire collater al. Histor ically , th e Com pan y has n ot ex perien ced s ign if icant lo ss es r elated to accou nts r eceiv ab les f ro m any in dividu al o r gr ou p s of cu stom ers . (1 4) A bo rted Acqu isition (P ro ceeds ) Cos ts On October 18, 1999, the Company announced it had terminated a proposed European merger and reflected $2,302,000 of the costs of the aborted acquisition in its 1999 fourth quarter and year-end results. During 2000, the Company received proceeds of $1,850,000 from an insurance policy covering costs incurred in the aborted acquisition and reflected the proceeds in the 2000 year-end results. ( 15 ) Rep ur ch ase P r og ram On February 24, 2000, the Company’s Board of Directors instituted a stock repurchase program, which allows the Company to repurchase up to 1,500,000 shares of its Common Stock. On September 25, 2000 the Company’s Board of Directors authorized the repurchase of an additional 1,000,000 shares. Any shares repurchased are held as treasury shares and could be used for employee benefit plans, acquisitions, contingency payments on acquisitions or other general corporate purposes. During 2000, the Company purchased a total of 1,399,225 shares at an average cost of $24.63 per share. On June 23, 2000, 587,681 of these shares were issued as a final contingency acquisition payment associated with the acquisition of PlusNet Technologies, Limited. C o r p o r a t e I n f o r m a t i o n K e y E x e c u t i v e s & D i r e c t o r s Eric J. Crown – Co-Chief Executive Officer and Chairman of the Board Timothy A. Crown – Co-Chief Executive Officer, President and Director Stanley Laybourne – Chief Financial Officer, Secretary, Treasurer and Director Michael A. Gumbert – Chief Operating Officer and President of Insight Direct Worldwide, Inc. Branson (“Tony”) M. Smith – Chief Executive Officer and President of Direct Alliance Corporation Larry A. Gunning – Director of the Company, Chairman of the Compensation Committee and President of Pasco Petroleum Corporation Robertson C. Jones – Director of the Company, Chairman of the Audit Committee, and Sr. Vice President and General Counsel of Del Webb Corporation A n n u a l M e e t i n g o f S t o c k h o l d e r s Tuesday, May 15, 2001 at 3:00 p.m. Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 (480) 902-1001 C o r p o r a t e O f f i c e s Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 (480) 902-1001 T r a n s f e r A g e n t Wells Fargo Bank Minnesota, N.A. Shareowner Services P.O. Box 64854 St. Paul, Minnesota 55164 (800) 468-9716 I n d e p e n d e n t A c c o u n t a n t s KPMG LLP One Arizona Center 400 East Van Buren Street Phoenix, Arizona 85004 Board of Directors (left to right, front to back) Eric J. Crown, Timothy A. Crown, Larry A. Gunning, Stanley Laybourne, Robertson C. Jones C o m m o n S t o c k Insight Enterprises, Inc. is traded on the Nasdaq National Market, ticker symbol NSIT. Common Stock Price* Y e a r E n d e d D e c e m b e r 3 1 , 1 9 9 9 Y e a r E n d e d D e c e m b e r 3 1 , 2 0 0 0 High Price Low Price High Price Low Price First Quarter $26.667 $12.417 $27.167 $15.167 Second Quarter $20.167 $12.500 $42.417 $19.875 Third Quarter $23.583 $16.167 $43.417 $23.542 Fourth Quarter $27.833 $19.333 $33.250 $13.000 *Retroactively reflects three-for-two stock splits effected in the form of stock dividends paid on February 18, 1999 and September 18, 2000. F i n a n c i a l R e p o r t s Additional copies of the Company’s 2000 Annual Report on Form 10-K are available to stockholders upon request without charge. To obtain additional copies of the Company’s Form 10-K or other financial information issued by the Company: • Visit us on the web at www.insight.com • Call the Investor Hotline at (800) 546-0586 or (480) 902-1001 • Mail your request to: Insight Enterprises, Inc., Investor Relations, 1305 West Auto Drive, Tempe, Arizona 85284 © Insight Enterprises, Inc. 2001 Insight Enterprises, Inc Insight Enterprises, Inc., a Fortune 1000 company, is a holding company composed of the following operating units: Insight Direct Worldwide, Inc. is a leading global direct marketer of computers, hardware and software, offering a broad line of more than 130,000 brand name products primarily to businesses in the United States, Canada, the United Kingdom and Germany. Insight sells its products via the Internet and by a staff of customer-dedicated account executives utilizing proactive outbound telephone-based sales, electronic commerce and electronic marketing. PlusNet Technologies Limited, a 95% owned subsidiary of Insight Direct Worldwide, Inc., is an Internet (ìISPî) and applications (ìASPî) service provider providing Internet access and value-added Internet services within the United Kingdom to residential, small- and medium- sized business and corporate customers. Direct Alliance Corporation provides outsourced marketing, sales and supply chain services to enable manufacturers to access the direct channel. Insight Direct Worldwide, Inc. www.insight.com 800-INSIGHT PlusNet Technologies Limited www.plus.net 011-44-114-220-0097 Direct Alliance Corporation www.direct-alliance.com 800-998-8071 Insight Enterprises, Inc
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