POMEROY IT SOLUTIONS INC Item 1A Risk Factors 9 ITEM 1A RISK FACTORS The following factors, among others, are likely to affect Pomeroyapstas operations and financial results and should be considered in evaluating Pomeroyapstas outlook |
Growth and Future Acquisitions - --------------------------------- In the past, Pomeroy has grown both internally and through acquisitions |
Pomeroy continues to focus on customer satisfaction as well as execution of its market development and penetration strategies |
Pomeroyapstas business strategy is to continue to grow both internally and through acquisitions |
There can be no assurance that, in the future, Pomeroy will be successful in repeating the growth experienced in prior years |
Pomeroy expects future growth will result from acquisitions in addition to organic growth |
In fiscal 2004, Pomeroy completed one acquisition and continues to evaluate expansion and acquisition opportunities that would complement its ongoing operations |
As part of Pomeroyapstas growth strategy, it plans to continue to make investments in complementary companies, assets and technologies, although there can be no assurance that Pomeroy will be able to identify, acquire or profitably manage additional companies or successfully integrate such additional companies into Pomeroy without substantial costs, delays or other problems |
In addition, there can be no assurance that companies acquired in the future will be profitable at the time of their acquisition or will achieve levels of profitability that justify the investment therein |
Acquisitions may involve a number of special risks, including, but not limited to, adverse short-term effects on Pomeroyapstas reported operating results, disrupting ongoing business and distracting management and employees, incurring debt to finance acquisitions or issuing equity securities which could be dilutive to existing stockholders, dependence on retaining, hiring and training key personnel, incurring unanticipated problems or legal liabilities and amortization of acquired intangible assets |
Some or all of these special risks could have a material adverse effect on Pomeroyapstas operations and financial results |
Vendor Receivables - ------------------- Any change in the level of vendor rebates or manufacturer market development funds offered by manufacturers that results in the reduction or elimination of rebates or manufacturer market development funds currently received by Pomeroy could have a material adverse effect on Pomeroyapstas operations and financial results |
In particular, a reduction or elimination of rebates related to government and educational customers could adversely affect Pomeroyapstas ability to serve those customers profitably |
In addition, there are specific risks, discussed below, related to the individual components of vendor receivables that include vendor rebates, manufacturer market development funds and warranty receivables |
The determination of an appropriate allowance is based on the deterioration in the aging of the vendor receivables, the expected resolution of the disallowed claims (see primary reasons for vendor rebate claims being disallowed in "e Vendor Rebates "e below) and the general posture of the OEMs regarding resolution |
Vendor Rebates --------------- The most significant component of vendor receivables is vendor rebates |
Vendor rebate programs are developed by OEMs allowing them to modify product pricing on a case-by-case basis (generally determined by individual customers) to maintain their competitive edge on specific transactions |
Pomeroy contacts the OEM to request a rebate for a specific transaction, and if approved, the OEM provides Pomeroy with a document authorizing a rebate to be paid to Pomeroy at a later date when a claim is filed |
If the business is won, Pomeroy records the sale and the cost of the sale is reduced by the amount of the rebate, which is recorded as a vendor receivable |
Rebate programs involve a complex set of rules varying by manufacturer |
As a result of the rules and complexity of applying the rules to each item sold, claims are often rejected and require multiple submissions before credit is given resulting in longer aging of vendor receivables than other types of receivables |
In addition, sometimes a claim is rejected altogether and no credit is given |
Primary reasons for claims being disallowed and corresponding re-files include serial number issues (missing, incomplete, transposed, data base match-up discrepancies, etc), pricing issues (dispute in calculation of rebate amounts) and other missing or incomplete documentation (bid letters, customer information, etc) Pomeroy has made substantial process and system enhancements geared towards minimizing refiling rebate claims, but there is no assurance that Pomeroy will be able to successfully claim all of the vendor rebates that were passed along to the customers in a form of a reduction in sales price |
Pomeroy has written off vendor receivables in the past and may do so in the future |
9 Manufacturer Market Development Funds ---------------------------------------- Several manufacturers offer market development funds, cooperative advertising and other promotional programs to distribution channel partners |
Pomeroy utilizes these programs to fund some of its advertising and promotional programs |
While such programs have been available to the Company in the past, there is no assurance that these programs will be continued |
Warranty Receivables --------------------- The Company performs warranty service work on behalf of the OEM on customer product |
Any labor cost or replacement parts needed to repair the product is reimbursable to Pomeroy by the OEM It is the Companyapstas responsibility to file for and collect these claims |
The inability of the Company to properly track and document these claims could result in the loss of reimbursements |
Management Information System - ------------------------------- Pomeroy relies upon the accuracy and proper utilization of its management information system to provide timely distribution services, manage its inventory, track vendor receivables and track its financial information |
To manage its growth, Pomeroy is continually evaluating the adequacy of its existing systems and procedures |
Pomeroy selected a CRM and Professional Service Management system in the third quarter of 2002 and deployed the solution in phases throughout 2003 |
In 2004 and 2005, the Company invested in software products and process engineering to accommodate greater revenue volume and enhance efficiencies in many service areas including remote service desk, outsourcing and staff augmentation offerings |
Pomeroy anticipates that it will regularly need to make capital expenditures to upgrade and modify its management information system, including software and hardware, as Pomeroy grows and the needs of its business change |
There can be no assurance that Pomeroy will anticipate all of the demands which expanding operations may place on its management information system |
The occurrence of a significant system failure or Pomeroyapstas failure to expand or successfully implement its systems could have a material adverse effect on Pomeroyapstas operations and financial results |
Material Weaknesses in Internal Control over Financial Reporting - ---------------------------------------------------------------- Pomeroy faces certain risks in connection with the material weaknesses it has identified in its internal control over financial reporting (See Item 9A) |
The material weaknesses identified for fiscal years 2004 and 2005 contributed to the delay in Pomeroyapstas filing of the quarterly report on Form 10-Q for the third quarter of fiscal 2005 and the restatements of the quarterly results for the first and second quarters of fiscal 2005 |
Pomeroy has to complete the identification and implementation of modifications to controls and procedures needed to remediate the material weaknesses |
Pomeroy cannot be certain of the timing of completion of the remedial measures and there can be no assurance that the measures that it has taken or plans to take will sufficiently and satisfactorily remediate the material weaknesses |
Further, these efforts have, and may continue to, increase costs and divert managementapstas attention away from operating our business |
In the future, if the controls assessment process required by Section 404 of the Sarbanes-Oxley Act reveals further material weaknesses or significant deficiencies, the correction of such material weaknesses or deficiencies could require additional remedial measures that could be costly and time-consuming |
In addition, the discovery of further material weaknesses could also require the restatement of prior period operating results |
If Pomeroy continues to experience material weaknesses in its internal control over financial reporting, Pomeroy could lose investor confidence in the accuracy and completeness of its financial reports, which would have an adverse effect on its stock price |
If Pomeroy is unable to provide reliable and timely financial reports, its business and prospects could suffer material adverse effects |
For example, under Pomeroyapstas current credit facility, financial statements must be presented in a timely manner |
An event of default could adversely affected Pomeroyapstas ability to obtain financing on acceptable terms |
Dependence on Technical Employees - ------------------------------------ The future success of Pomeroyapstas services business depends in large part upon the Companyapstas ability to attract and retain highly skilled technical employees in competitive labor markets |
There can be no assurance that Pomeroy will be able to attract and retain sufficient numbers of skilled technical employees |
The loss of a significant number of Pomeroyapstas existing technical personnel or difficulty in hiring or retaining technical personnel in the future could have a material adverse effect on the Companyapstas operations and financial results |
Inventory Management - --------------------- Rapid product improvement and technological change resulting in relatively short product life cycles and rapid product obsolescence characterize the information technology industry |
While most of the inventory stocked by Pomeroy is for specific customer orders, inventory devaluation or obsolescence could have a material adverse effect on Pomeroyapstas operations and financial results |
Current industry practice among manufacturers is to provide price protection intended to reduce the risk of inventory devaluation, although such policies are subject to change at any time and there can be no assurance that such price protection will be available to Pomeroy in the future |
In prior fiscal years, many manufacturers reduced the number of days for which they provided price protection |
During fiscal 2004, most of the reductions stabilized, however, current terms and conditions remain subject to change |
In addition to the price protection mentioned above, subject to certain limitations, Pomeroy currently has the option of returning inventory to certain manufacturers and distributors |
The amount of inventory that can be returned to manufacturers without a restocking fee varies under Pomeroyapstas agreements and such return policies may provide only limited protection against excess inventory |
There can be no assurance that new product developments will not have a material adverse effect on the value of the Companyapstas inventory or that the Company will successfully manage its existing and future inventory |
In addition, Pomeroy stocks parts inventory for its services business |
Parts inventory is more likely to experience a decrease in valuation as a result of technological change and obsolescence |
Price protection practices are not ordinarily offered by manufacturers with respect to service parts |
10 Dependence on Vendor Relationships - ------------------------------------- The Companyapstas current and future success depends, in part, on its relationships with leading hardware and software vendors and on its status as an authorized service provider |
Pomeroy is currently authorized to service the products of many industry-leading hardware, software and internetworking product vendors |
Without these relationships, the Company would be unable to provide its current range of services, principally warranty services |
The Company may not be able to maintain, or attract new relationships with the computer hardware and software vendors that it believes are necessary for their business |
Since Pomeroy utilizes vendor relationships as a marketing tool, any negative change in these relationships could adversely affect its financial condition and results of operations while it seeks to establish alternative relationships |
In general, authorization agreements with vendors include termination provisions, some of which are immediate |
The Company cannot assure that vendors will continue to authorize it as an approved service provider |
In addition, the Company cannot assure that vendors, which introduce new products, will authorize it as an approved service provider for such new products |
Significant product supply shortages have resulted from time to time because manufacturers have been unable to produce sufficient quantities of certain products to meet demand |
The Company expects to experience some difficulty in obtaining an adequate supply of products from its major vendors, which may result in delays in completing sales |
The loss of any vendor relationship, product line, or product shortage could reduce the supply and increase costs of products sold by Pomeroy and adversely impact the Companyapstas competitive position |
Pricing Pressures - ------------------ Pomeroy believes its prices and delivery terms are competitive; however, certain competitors may offer more aggressive pricing to their customers |
The Company has experienced and expects continued pricing pressure due to industry consolidation and the efforts of manufacturers to sell directly to Pomeroyapstas customers |
In addition, the general weakness in the US economy has impacted Pomeroyapstas business |
In an attempt to stimulate sales to existing and new customers, the Company believes that pricing pressures may increase in the future, which could require the Company to reduce prices, which may have an adverse impact on its operating results |
Decreasing prices of Pomeroyapstas products and services offerings will require the Company to sell a greater number of products and services to achieve the same level of net sales and gross profit |
Government Contracts - -------------------- A portion of Pomeroyapstas revenue is derived from contracts with state and local governments and government agencies |
In the event of a dispute, the Company would have limited recourse against the government or government agency |
Furthermore, future statutes and/or regulations may reduce the profitability of such contracts |
In addition, certain of the Companyapstas government contracts have no contractual limitation of liability for damages resulting from the provision of services |
Dependence on Major Customers - -------------------------------- During fiscal 2005, approximately 27dtta7prca of Pomeroyapstas total net sales and revenues were derived from its top 10 customers |
No customer accounted for more than 10prca of Pomeroyapstas total net sales and revenues |
The loss of one or more significant customers could have a material adverse impact on the Companyapstas operating results |
Dependence on Key Personnel - ------------------------------ The success of Pomeroy is dependent on the services of Stephen E Pomeroy, President and Chief Executive Officer of the Company and other key personnel |
The loss of the services of Stephen E Pomeroy, or other key personnel could have a material adverse effect on Pomeroyapstas business |
Pomeroy has entered into employment agreements with certain of its key personnel, including Stephen E Pomeroy |
Pomeroyapstas success and plans for future growth will also depend on its ability to attract and retain highly skilled personnel in all areas of its business |
Stock Price - ------------ Pomeroyapstas stock price is affected by a number of factors, including quarterly variations in revenue, gross profit and operating income, general economic and market conditions, and estimates and projections by the investment community |
As a result, Pomeroyapstas common stock may fluctuate in market price |