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PART I
Unless otherwise indicated, all references herein to Systemax Inc. (sometimes referred to as “Systemax,” the “Company” or “we”)
include its
subsidiaries.
Forward Looking Statements
This report contains forward looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward looking
statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. Statements
contained in this report that are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward looking statements may include, but are not limited to, projections or estimates of revenue,
income or loss, exit costs, cash flow needs and capital expenditures, statements regarding future operations, expansion or restructuring plans,
including our exit from the managing of retail stores and the focusing of our North American Technology Group operations on B2B customers,
financing needs, compliance with financial covenants in loan agreements, the timely implementation of technology systems discussed below,
plans for reorganizing our European operations, including timely integration of our new shared services center in Hungary, plans for
acquisition or sale of assets or businesses and consolidation of operations of newly acquired businesses, including our recent acquisitions of
SCC/Misco Solutions in the Netherlands and of Plant Equipment Group in the US, and plans relating to products or services of the Company,
assessments of materiality, predictions of future events and the effects of pending and possible litigation, as well as assumptions relating to the
foregoing. In addition, when used in this report, the words
“anticipates,” “believes,” estimates,” “expects,” “intends,” and “plans”
and
variations thereof and similar expressions are intended to identify forward looking statements.
Forward looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current
expectations. Consequently, future events and results could differ materially from those set forth in, contemplated by, or underlying the forward
looking statements contained in this report. Statements in this report, particularly in “Item 1. Business,” Item 1A. Risk Factors,”
Item 3.
Legal Proceedings,
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and the Notes to
Consolidated Financial Statements describe certain factors, among others, that could contribute to or cause such differences.
Other factors that may affect our future results of operations and financial condition include, but are not limited to, unanticipated developments
in any one or more of the following areas, as well as other factors which may be detailed from time to time in our Securities and Exchange
Commission filings:
3
Table of Contents
risks involved with e-commerce, including possible loss of business and customer dissatisfaction if outages or other computer-related
problems should preclude customer access to our products and
services
our ability to timely and efficiently exit the retail store consumer electronics business and to invest in and expand our North
American Technology Products B2B electronics business
our ability to timely and efficiently integrate acquired businesses, such as our recent acquisitions of SCC/Misco Solutions in the
Netherlands and of Plant Equipment Group in the US
the Company’s management information systems and other technology platforms supporting our sales, procurement and other
operations are critical to our operations and disruptions or delays, particularly as we continue to transition certain functions from our
existing platforms to a new platform specifically developed for our needs, have occurred and could occur in the future, and if not
timely addressed would have a material adverse effect on us
general economic conditions, such as decreased consumer confidence and spending and reductions in manufacturing capacity have
contributed to our recent failure to achieve our historical sales growth rates and profit levels and could continue to impact our
business
technological change, such as the integration of formerly separate products (for instance, cameras and GPS devices into cellular
phones) and the effect of increased tablet sales on sales of PCs and laptop computers, have had and can continue to have a material
effect on our product mix and results of operations
the markets for our products and services are extremely competitive and if we are unable to successfully respond to our competitors’
strategies our sales and gross margins will be adversely affected
our ecommerce operations must compete with large, expanding ecommerce retailers
sales tax laws or government enforcement priorities may be changed which could result in ecommerce and direct mail retailers having
to collect sales taxes in states where the current laws and interpretations do not require us to do so
our substantial international operations are subject to risks such as fluctuations in currency rates, foreign regulatory requirements,
political uncertainty and the management of our expanding international operations infrastructure, including our ability to timely and
effectively continue to transition certain support operations to our shared services center in Hungary and effectively implement
distribution logistics initiatives in Europe