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Insight Enterprises, Inc. (NASDAQ:NSIT)

Q4 2008 Earnings Call Transcript

February 09, 2009 at 9:00 am ET

Executives

Rich Fennessy - President and Chief Executive Officer

Glynis Bryan - Chief Financial Officer

Analysts

Matthew Sheerin - Thomas Weisel Partners

John Lawrence - Morgan Keegan

Brian Alexander - Raymond James & Associates

Operator

Good day, ladies and gentlemen and welcome to the fourth quarter 2008 Insight Enterprises Incorporated earnings conference call. My name is Jerry and I will be your operator for today. At this time, all participants are in a listen-only mode. We will conduct a question-and-answer session towards the end of the conference. (Operator instructions) As a reminder this conference is being recorded for replay purposes.

I would now like to turn the call over to Ms. Glynis Bryan, Chief Financial Officer. You may proceed ma’am.

Glynis Bryan

Welcome everyone and thank you for joining the Insight Enterprises conference call. Today, we will be discussing the Company's preliminary operating results for the quarter ended December 31st, 2008 and the Company’s decision to re-state previously reported earnings. I am Glynis Bryan, Chief Financial Officer of Insight Enterprises and joining me is Rich Fennessy, President and Chief Executive Officer.

If you do not have a copy of the press release that was posted this morning, you will find it on our website at insight.com under Investor Relations section. This press release will be filed with the Securities and Exchange Commission on Form 8-K by the end of the day today.

Today’s call, including all questions and answers, is being webcast live and can be accessed via the Investor Relation section of our website at insight.com. An archive copy of the conference call will be available approximately two hours after completion of the call and remain on our website for a limited time. This conference call and the associated webcast contain time-sensitive information that is accurate only as of today February 9th, 2009. This call is the property of Insight Enterprises. Any redistribution, retransmission or rebroadcast of this call in any form without the expressed written consent of Insight Enterprises is strictly prohibited.

Finally, let me remind you about forward-looking statements that will be made on today's call. All forward-looking statements that are made in this conference call are subject to risks and uncertainties that could cause the actual results to differ materially. These risks are discussed in today's press release and in greater detail in our Annual Report on Form 10-K for the year ended December 31st, 2007. In addition, I would like reiterate that the Company is still working through its annual close process and audits and therefore all financial results today are preliminary and subject to final adjustment. These results, specifically exclude the effects of the proposed restatement and other final year end texts. Additionally, these results exclude certain possible noncash adjustments resulting from a determination of the utilization of foreign tax credit and the completion of the Company’s annual goodwill impairment testing.

With that, I will now turn the call over to Rich for some opening remarks. Rich?

Rich Fennessy

Hello, everyone. Thank you for joining us today. As you know earlier this morning we issued a press release that contained three key announcements. One, we announced preliminary financial results for the fourth quarter 2008. Two, we have provided a perspective on the 2009 market environment and the expected effect on our business. And three, we announced that Insight intends to restate earnings for prior years.

Given these multiple topics we have a full agenda today.

First, I will discuss our preliminary results for the quarter and provide an overview of the key actions we took within our business in 2008 in reaction to declining demands. Then Glynis will take you through some of the 2009 financial priorities, as well as the details of the restatement. Finally, I will come back to briefly discuss our business outlook for Insight in 2009.

Looking at the fourth quarter, while softening demand for IT solutions led to fourth quarter results below management expectations, our successful efforts in 2008 to reduce our base cost infrastructure and refine our go-to-market model partially mitigated these results.

We expect to report fourth quarter net sales of $1.2 billion and gross profit of $155.4 million which in both instances would be a decline of 10% year-over-year.

Consolidated net earnings from continuing operations for the quarter are expected to decrease to $5.4 million from $23.8 million in the fourth quarter of 2007. As a result, diluted earnings per share from continuing operations are expected to decline to $0.11 from $0.45 a year earlier. These anticipated results include $3.2 million in severance expense, resulting from workforce reduction of more than 280 positions and $6.2 million of foreign currency exchange losses, primarily resulting from the strengthening of the US dollar against the Canadian dollar and the euro against the British pound sterling as well as a significant volatility of those exchange rates during the quarter.

A highlight of the quarter came from the Company’s focus on cash management initiatives, which resulted in the pay down of $103 million in debt. The key drivers of the increased cash flows in the fourth quarter included disciplined accounts receivable collection efforts, the rollout of the new Castle Pines inventory financing facility in November and a successful negotiation of deferred payment terms to certain suppliers at year end.

As we saw the deterioration of the market environment intensify in the second half of 2008, we aggressively took the necessary steps within our business to ensure our long term success. First in North America, to more effectively address client needs we restructure our sales teams into four client sets: an integrated team focused on our top 200 clients; a corporate team focused on clients with more than 750 employees up to our top clients; and emerging business teams serving clients with less than 750 employees; and finally, our business development team focused purely on winning new business and handing that client onto one of our other sales organizations to nurture and grow overtime.

To help drive our solution strategy, we also established specialty sales teams focused on our higher margin software, networking and services category. These specialty teams are charged with growing Insight’s margins by increasing the solutions content within each client. To enable our sales teams, we consolidated our presale support resources into one organization called Sales 411. To provide higher service levels to our sales team and thus facilitate higher win rates and client facing time. To help ensure the success of this new sales coverage model, we just launched a new sales compensation plan that strongly intends cross selling across our sales teams.

Finally, we implemented a more disciplined opportunity management process to increase the visibility of our client demand. This increased visibility is critical to our efforts to predict sales trends and thus better manage expenses and align resources to win.

In EMEA and Asia Pacific we also implemented changes within our sales coverage model to respond to today’s environment. First, we focused on building a dedicated mid-market telesales team in key countries which leveraged our existing infrastructure in support organization to offset our historic dependence on large enterprise accounts.

Next, we expanded our capabilities in new markets, including Russia and Portugal in 2008 and grew our business in China, which we entered in 2006 to help offset softness in more mature markets. All these actions are focused on driving improvement in our sales results and enabling us to capture market share in a down market.

From an expense perspective, we have been aggressively decreasing our fixed costs. In 2008, we implemented several workforce reduction programs and managed attrition such that we reduced our workforce in our organic business by over 425 positions by the end of the year.

Early in 2009, we continue to take actions to decrease discretionary spend, such as eliminating merit increases, reducing equity programs, foregoing recognition events, minimizing non-client travel, increasing the utilization offshore resources, and recently we hired a third party consultant to help us reduce the costs associated with our third party contracts.

As a result of these actions taken throughout 2008 and early 2009, we expect our operating expenses in North America to decrease year-over-year by more than $35 million, before giving effect to the expenses of Calence that are for comparative purposes were not in the Company’s first quarter 2008 results because the acquisition closed on April 1st.

Now, I will ask Glynis to provide details on some of our 2009 financial priorities, as well as detail on the proposed restatement.

Glynis Bryan

Thank you, Rich. We provided some preliminary financial details on our operating segment in the press release issued earlier today. Rather than repeat that detail in this section I am going focus on four topics. Foreign currency losses in the fourth quarter and our strategies to address those going forward, cash flow and liquidity, the goodwill impairment testing currently underway, and the proposed restatement.

Starting with foreign currency, as we highlighted in the press release we had $6.2 million of foreign currency losses in the fourth quarter. There were two key events that contributed to these losses. In October, the Canadian dollar depreciated sharply against the US dollar and we had a higher than normal level of Canadian dollar exposure that was re-measured and drove a loss.

In December, the increased volatility in the euro exchange rate against the US dollar but more particularly against the British pound sterling also resulted in large losses as the Company re-measured and paid its intercompany liabilities between subsidiaries.

In late December, we received authorization from the Board for and then implemented a hedging strategy. This initial hedging strategy specifically focus on reducing the volatility of foreign exchange movement on certain point currency booked assets and liabilities of the Company that when paid or re-measured to drive the gains or losses reported below the earnings from operations line in our income statements. Given the high volume nature of our business, we believe that this strategy will help us to minimize this volatility but will not eliminate it in time.

Moving on to cash flow and overall liquidity. We have been highly focused on cash flow generation and as a result generated sufficient cash in the fourth quarter to pay down $103 million of outstanding debt. We expect to end 2008 with $228 million in outstanding debt, all of which will be classified as long term. As a frame of reference, we ended 2007 with $202.3 million in outstanding debt to total debt increase just under $26 million in 2008.

As a reminder, in 2008, we repurchased $50 million of our outstanding common stock. We acquired Calence for $140 million including the assumption of debt and we spent $27 million in capital expenditures during the year.

Despite the economic environment in 2008, particularly in the fourth quarter, we have demonstrated our ability to effectively manage and drive cash generation. We also expect to report cash at December 31st, 2008 of $49.3 million. Our focus on cash flow will continue in 2009 and we have several Companywide initiatives around improving our working capital metrics by streamlining cash collection policies and procedures, optimizing our inventory management and more tightly managing our payable cycle.

On goodwill, we are currently finalizing our annual goodwill impairment testing, which is performed in the fourth quarter each year. You may remember that we also performed an interim goodwill impairment testing in the second quarter and we wrote out the entire goodwill balance in North America at that time. Based on the preliminary results of the annual impairment testing, we have determined that additional goodwill of $9.1 million related to the Calence earn out and recorded in North America subsequent to the second quarter is also impaired. This is a noncash charge and does not impact our volume capacity or violate or change our compliance with any of our debt covenant.

We have not yet finalized the testing in EMEA or Asia Pacific. We do not anticipate at this time that there will be goodwill impairment charges in either of these regions.

Before we get into more detail about the proposed restatement, I would like to announce that we have worked with our bank group and other lenders and have received waivers of the default that resulted from management’s conclusion that the previously reported earnings must be restated. Our bank group has been very supportive and reacted quickly to our request for waivers. In this credit environment the high level of support we received from our lenders is both highly valued and appreciated.

Moving on to the restatement. As we announced in our news release this morning, Insight management has identified errors in the way the Company historically accounted for certain aged trade credits generated in the ordinary course of business. Consequently, management and the other committee of the Board of Directors have determined that the Company will restate previously reported earnings.

Here is what happened. Our internal management reviews determined that the Company’s historical accounting treatment since 1996 of certain aged trade credits created in the ordinary course of business was in error. Specifically, Insight released these aged trade credits from its balance sheets to the income statements prior to the legal discharge of the underlying liabilities under applicable US and international law.

Since first discovering these errors, Insight has been working with its auditors and external advisers to quantify the results in liability and to establish new processes going forward. Following this comprehensive review of trade credits since 1996, Insight is restating its financial results to correctly account for the release of aged trade credit, only when such credits have been legally released which occurs when they are either paid or released as a matter of law.

The cumulative restatement is expected to be between $50 million to $70 million before consideration of any tax effects. The Company expects that it will restate financial statements which are included in the Company’s most recently filed annual report on Form 10-K for the year ended December 31st, 2007 and in the quarterly report on Form 10-Q for the first three quarters of fiscal year 2008.

The Company also expects that the restatement of its financial statement will include a material reduction of retained earnings as of December 31st, 2004 related to the accumulation of errors in prior periods. We are committed to fairly and completely addressing the impacts of these historical accounting practices. The Company is in the early stage of determining the administrative process it will pursue to settle with the affected counterparties. Given the high volume of the individual transactions involved and the complexity of researching each item we expect that the final settlement of these liabilities may take multiple years and may eventually be settled for less than the estimated liability. Any difference between the restated amounts accrued by the Company and the final settlement with counterparties will be reflected in the period in which such resolutions occur.

The Company will not release final fourth quarter results until it has completed its review and finalized its accounting related to the proposed restatement at which time it will file its 2008 financial statement with the SEC.

That concludes my comments and I will now turn it back to Rich to discuss our perspective on 2009.

Rich Fennessy

Thank you, Glynis. Uncertainty around the depth and length of the global recession, the anticipated volatility in the currency markets and continued tightness in the credit markets will combine to make 2009 a challenging year for most companies. Insight’s business will be further confronted by shrinking client budgets and reduced incentives from key channel partners. As a result, the Company anticipates that net sales and gross profit will be down in 2009, partially offset by the resource actions and other cost reduction initiatives completed in 2008 and planned for in 2009. As a result, the Company expects diluted EPS before severance and any other one time charges will decline between 25% and 30% in 2009 with a larger percentage of decline in the first half of the year and in the second half, reflecting a more difficult year-to-year comparison and the effect of partner program changes in the software category.

We remain confident that we have the right business model in place and have taken or are prepared to take the appropriate actions to navigate this difficult environment and emerge as a better stronger Company when market conditions improve. Perhaps, the greatest testament to our strategy is our strong long term client and partner relationships. Additionally, we entered 2009 with broad geographic capabilities, an attractive mix of hardware, software and services capabilities, strong organic operating cash flows and an experienced management team.

That concludes my comments. We will now open up the line for your questions.

Question-and-Answer Session

Operator

(Operator instructions) Your first question comes from the line of Matt Sheerin with Thomas Weisel Partners.

Matthew Sheerin - Thomas Weisel Partners

Obviously, a lot of moving parts here and a lot of questions, just take focus on the accounting issues for a second. When and how was this detected?

Glynis Bryan

It was detected by an internal review that management conducted in 2008 just as it was going through its normal processes of closing out the respective quarters.

Matthew Sheerin - Thomas Weisel Partners

Okay. And these affected fiscal years ’07 and ’08 only?

Glynis Bryan

No. It does affect ’07 and ’08 but it is a policy that has been going back to 1996 with regard to the movement of these aged credits from the balance sheet into the income statement.

Matthew Sheerin - Thomas Weisel Partners

So, you have to review?

Glynis Bryan

We are going to back and we are going to end up doing the restatement based on our 2007, which is our last 10-Q, as well as the three quarters of fiscal year 2008 and we are going to be making one time entry in the December of 2004 and retained earnings to record all prior periods associated with the restatements.

Matthew Sheerin - Thomas Weisel Partners

December 2004 to cover the past years?

Glynis Bryan

To cover the past years, correct.

Matthew Sheerin - Thomas Weisel Partners

Okay. And do you have any idea of what, I mean have you brought in a third party accounting firm and do you have a new auditor, what are the costs involved here?

Glynis Bryan

We have not brought in a new auditor. We are working with a third party to help us size the overall liability and also to put the procedure in place with regard to how we are going to address it on a go forward basis. As of right now, the costs have not been significant I guess if you were thinking about it in the context of the stock option restatement. It is not anywhere close to that level and we do not anticipate it getting there but the investigation is not finished at this point in time.

Matthew Sheerin - Thomas Weisel Partners

Okay. And then you said that you would not be able to report your full 2008 earnings and numbers until you resolve this situation, but you also said it could take years. So, does that imply that it is going…?

Glynis Bryan

I am sorry. Let me clarify it again. We actually think the resolution with regard to affected counterparties etc could take years to resolve with regard to cash payments over time. However, in terms of filing our 10-K, we are working toward the schedule that would attempt to get the 10-K filed on time. What we need to do is just be able to pin down a little bit more precise detail the impact of the liability that we are talking about. So, we have a range of $50 million to $70 million in total part of what we need to do in order to be able to file the 10-K and to actually go back and look at the impact in the years 2004 to 2008 ultimately so that that flows through financial statements that would be reflected in the 10-K and then we have to also, as a result of that, pin down the number that would be the retained earnings adjustment. That is independent from the actual cash settlement over time that would occur with the affected counterparties.

Matthew Sheerin - Thomas Weisel Partners

Okay. But that $50 million to $70 million that is the estimated cash liability?

Glynis Bryan

That is the estimated liability at this point in time, yes. We would anticipate as we go out and negotiate and as we do the research with regard to the underlying errors that maybe in the credit population etc that that number would come down but we do not have a split between that at this point.

Matthew Sheerin - Thomas Weisel Partners

Who are these counterparties? Are these suppliers? Are these customers?

Glynis Bryan

It is a combination of suppliers and customers.

Matthew Sheerin - Thomas Weisel Partners

And have you been in-touch with any of them?

Glynis Bryan

To date, we have not been in-touch with them. We are putting a process in place which regard to reaching out to affected clients; however, what I will say is that we came up with a range and we have disclosed our obligation based on coming up with that range that says we have to do it as soon as possible. So, that is what this release is about. If we are going to take as a while to actually determine on an individual customer base the debits and credits that are outstanding for that customer over a period of multiple years. So, we are putting a process in place with a third party with regard to getting that addressed in a kind of timely manner but in an efficient manner and in terms of totally resolving the disputes that we may have with specific customers or vendors.

Matthew Sheerin - Thomas Weisel Partners

Okay. And then, this question is for Rich, just regarding the demand environment which obviously is tougher for everybody. You said a couple of things. You said something about incentives from vendors perhaps coming down, so maybe talk a little bit about that and then also maybe differentiate environment for software spending versus hardware.

Rich Fennessy

Sure Matt. First of all the last question first, I mean clearly we have seen, like you said, a tough macro environment and IT spend going down accordingly, clearly that we have seen the most reduction coming out of the hardware category and we felt that in the fourth quarter and in our US results. We also felt that in our UK and Canadian results where we sell hardware because as you know in the rest of the countries we just sell software and services.

With that said, software performed better than our hardware business but we still saw a decrease in a year-to-year basis in our software category but not to the same extent nearly to what we saw in the hardware category.

As relates to my comments relative to partner incentives going down, so as we put together our perspective on 2009 clearly we took a consideration the biggest issue which is to try and understand the macro environment in terms of what it means from a top line spend perspective. That is the biggest factor that we took in a consideration was giving perspective that we did.

But the second factor is in the software category. Our largest partner is contemplating in more than likely will implement changes to their incentive programs as it relates to them trying to go connect their incentive programs to the macro environment as well as to their priorities and as a result of those changes, we see an impact to our earnings per share outlook for the year. The magnitude of those changes were still in the midst of working through with them. It is relatively complicated. There is a lot of different aspects to it, but we do expect the reduction in the magnitude of $10 million to $15 million a year. So, it is not insignificant by any stretch. So, we wanted to be able to call that out specifically and give our investors a perspective on that change.

Operator

(Operators Instruction) Your next question comes from the line of Brian Alexander with Raymond James.

Brian Alexander - Raymond James & Associates

On the issue of restatement I am not totally clear what exactly has happened here and how much of this is accounting accrual - related versus real cash cost. From Matt’s question, it sounded like $50 million to $70 million was a true cash cost, but it might be helpful to give us an example of a transaction in question obviously leaving out affected parties because I am not exactly clear if we are talking about reversing accruals and reserves or if we are talking about something else, if you could just expand on and provide an example of how this happened.

Glynis Bryan

Sure. In terms of an example on the AR credit side it would be a situation where customer orders a product from us, they pay us for that product, subsequently returns it and they are issued a credit memo for that product. It could also be a situation where the customer pays us twice for a particular product or overpays an invoice and it could also be a situation where in terms of our cash application practice internally we have errors with regard to how we have applied the cash to one customer versus another. So, all of that just creates an AR credit that sits on our books that the Company had different policies in place throughout the years of 1996 to 2008 but essentially it ended up moving those credits that were sitting out on the books that were aged into the income statement as a reduction to cost of goods sold.

On the AP side, it would be related to… if we did never receive an invoice from our vendor with regard to product that they delivered to us as an example. So, does that give you enough of an idea of the background?

Brian Alexander - Raymond James & Associates

More than, yes, it is more expansive than I would have considered previously. Glynis, when you talk about the $50 million to $70 million, is that an accounting adjustment or is that all cash?

Glynis Bryan

It is an accounting adjustment and it will be cash, some portion of it will be cash, all of it could be cash but to be honest at this point in time we are not able to break out the cash versus the noncash impact at this time. We do know that it is not cash that is going to be due all in 2009, as an example. It is a multiyear process with regard to ultimately paying out the cash in terms of when actually it would be due to be paid out. That is one; and two, it is also a process of going back and looking at the very detailed transaction level information and trying to determine what the magnitude of errors are in the population. That is something that we are going through that process right now but until we have the results from that and look at individual customer or vendor transactions in total, we are not able to say.

Rich Fennessy

Brian, I think it might be helpful to have a perspective. I mean clearly, since 1996 the Company has been a high volume transaction company. We are talking about tens of thousands, hundreds of thousands of transactions here and the average value somewhere around $600. This is little transactions that buildup overtime and once they aged to consider, at some point they said eventually the liability does not exist and we dropped that into the P&L. The reality is that judgment was in error. That is how it should not have been resolved, so hence, we are going back and the good news is new financial management came in and looked at the policies and determined that we needed to make a change. We are now making that change but it is really tied back to just the high volume transactions that historically the Company has had and just all this invoices coming in, or POs going out and the reconciliation of those balances at an account-by-account level that we have now worked through and the point, in terms of the time it is going to take to resolve it is really driven from that high volume environment.

So, there is a lot of transactions that we have to go back and reconcile and see if they are handled properly and if in that reconciliation process it is determined that it was not handled properly then obviously we will do exactly what we need to do in terms of resolving with those counterparties.

Brian Alexander - Raymond James & Associates

So, given the high volume, it is sufficient to say that there is probably not a significant percentage of that $50 million to $70 million that would be owed to your top suppliers and/or your top customers that is something that could potentially jeopardize your relationship with them going forward.

Rich Fennessy

Yes. We do not believe that is the case at all. This is just a lot of a little transaction that needed to get resolved. In fact, we have policies in place with some of our key partners today, as an example where we do this reconciliation process on our annual basis just because of that high volume transaction on their side as well as our side. So, actually we have already had process in place where we reconcile with our biggest partners and now we are just talking about trying to go do it across our entire population.

Brian Alexander - Raymond James & Associates

Great, and then on the guidance that you talked about for 2009, the 25% to 30% reduction, could you give us a sense off of what base that is because I know that your 2008 earnings have been affected by severance costs, restructuring and some foreign currency losses and some of those get excluded for non-GAAP purposes. So, if you could just give us in dollar terms, what that range would translate to for 2009 because I am not sure what we are comparing it to.

Rich Fennessy

Yes, no. If you look at, I will deal with it off the 2008 financials. So, clearly, what we included in this release is $0.11 and I think like do in your modeling if you exclude the severance at $0.11 or just around $0.16 for the quarter, you add that to our third party year-to-date. It is right in the range of $1.16 to $1.17 in terms of what third party year-to-date would be, exclude the impact of goodwill and if you exclude the impact of severance as the baseline then it will give you the perspective of the 25% to 30% reduction off of.

Brian Alexander - Raymond James & Associates

Okay. So, 25% to 30% off of $1.16 to $1.17?

Rich Fennessy

Right.

Brian Alexander - Raymond James & Associates

Okay. And in terms of the gross margin performance in the various geographies, I think you had a big downtick in EMEA sequentially in the fourth quarter and a big uptick sequentially in North America about a 100 basis points up in North America and you are up down over 150, I believe. Could you just give us some color on the sequential change and what might have driven that in each of those regions?

Rich Fennessy

I think it is really just a mix statement in terms of just the software mix being greater in the fourth quarter and hardware going down. So, it is really a mix change on a sequential basis on what you see showing up in the gross margin results and then clearly in a year-to-year basis, the 30 basis point deterioration in North America talks to the fact that even though there was sequential improvement in terms of software mix to have a higher margin as well as sequential improvement in terms of the services business driving higher margin. In total, we are still seeing a reduction year-to-year and that 30-basis point is less than we have seen throughout the first three quarters, which is a good thing. Then obviously on a year-to-year basis we saw some strong improvements in EMEA though to your point down sequentially. I think it just goes back to the mix change between our hardware and software and services business. Again, in Europe, as an example software was stronger clearly in the quarter than our hardware business as well as our services business was stronger and that benefit is what is driving that 100 basis point improvement on a year-to-year basis from a gross margin perspective.

Brian Alexander - Raymond James & Associates

Okay. And then for the 2009 outlook granted I realized things are subject to change but does that earnings range assume that you are breakeven or even slightly worse off in the hardware side because I guess that is one way to get to the range that you are providing, is that all the profits come out of the software business and the hardware business is closed to breakeven? I am just wondering if that is the case.

Rich Fennessy

I think we actually take it, when you say breakeven we only really look at our hardware business all the way down to a breakeven and we raised up a gross margin and the gross margin contribution of our hardware business versus our software business versus services business. Now, we clearly believe that the gross margin dollars contribution from hardware will go down as a percentage greater than that of our software business as well as our services business. We actually anticipate will be up on a year-to-year basis as we continue go partner with our clients and help them outsource their workforce in some cases to leverage our lower cost resources for their key services projects. So, it is really more of a function of that.

Brian Alexander - Raymond James & Associates

Okay. And then just finally for Glynis, it sounds like you have worked very effectively with your banks through this accounting issue but that aside as we go through 2009, how confident are you that you will not trip some of the key covenants that you have with your banks i.e. total leverage ratio which I think Rich is required to be at 2.75 beginning on October. How confident are you we will not run into those issues throughout 2009 and if we do, how confident are you that the banks will work with you on that?

Glynis Bryan

I cannot express any level of confidence with regard to the banks working with us on that because I do not know what would happen there, what I will say is that I am pretty confident that we are not going to be anywhere close to any of those leverage ratios based on the budget that I am looking at in the downside scenarios that we have done around that budget with regard to potentially get into a leverage ratio that would approach anywhere close to 2.75. So, I am relatively comfortable that we are not going to need to have those types of conversations with our banks in 2009. Our bankers have been great to work with; however, this was a technical default. If we did not hit our leverage ratios, it would be a financial default and I cannot comment on how they would react on that instance but it is not going to be an issue for them, I believe in 2009.

Brian Alexander - Raymond James & Associates

Where did the debt stand at the end of the quarter?

Glynis Bryan

At the end of December it was $228 million, down from $231 million at the end September.

Brian Alexander - Raymond James & Associates

Two hundred twenty eight and cash of $49, you said?

Glynis Bryan

Cash of $49 million, so we had a very good quarter with regard to ultimate cash flow from operations, our cash flow from operations as we look at it started with actual cash flow from operations of about $86 million. We have CapEx in the quarter of about $2.5 million and between CPC which is our trade financing facility and bank overdrafts which we also look at. We ended up with cash flow from operations of about $87 million. So, our cash flow in the fourth quarter was very strong.

Brian Alexander - Raymond James & Associates

And then just one final one and I apologize if you guys touched on this earlier, Rich, but any change in tone in the demand environment as we move through January. In other words are things still progressively getting worse or would you say that we have taken a big step down already and we are going to stabilize at a lower level?

Rich Fennessy

No. I would say January was a very tough month. Obviously, we do not disclose our individual month results but coming out of the fourth quarter we definitely saw and I think you have seen that in some of the public announcements from some of our suppliers that they talked about their January versus December and November, but January was a very tough month in terms of just… and my speculation on that is these clients are coming into the new year in terms of releasing budgets and things of that nature. I do not think they are doing to the extent they have historically and we have seen a significant decrease on a year-to-year spend in the IT category. Now, how that plays out here in February and March, we are hoping the first month was just a situation of a slow first month in the quarter and we will see some pickups here in February, March. So the quarter will not be to the same extent of year-to-year decline that we saw in January.

Brian Alexander - Raymond James & Associates

And those comments would apply to SMB and enterprise?

Rich Fennessy

Yes. It is a pretty across the board’s view.

Operator

You have a follow up question from Matt Sheerin with Thomas Weisel Partners.

Matthew Sheerin - Thomas Weisel Partners

Just a couple of follow-ups, just one on that cost reductions, the $35 million that you hope to take out, could you tell us some and you talk about the headcount reductions, could you tell us what the headcount ultimately will end up being versus where it was and at what point do you expect to get a full annual run rate or what quarter do you expect to get the full annual run rate of those cost reductions?

Rich Fennessy

As with many companies, we have looked at all aspects of our cost structure so in total we reduced 425 positions from the Company by the end of 2008, so the benefit of that lower cost structure from a workforce perspective it will be felt here January 1st because that was a statement of what we did in 2008. As it relates to other actions, clearly coming in 2009, we have looked that like again many companies, many different aspects in terms of reducing merit increases across our workforce, reducing client travel or reducing recognition events, and leveraging out offshore resourcing in a broader way. So, some of those things will come on as we go throughout time, the full benefit of those but the workforce reduction ones really were all done in 2008, a lot in the fourth quarter and it was 280 positions of that 425 in the fourth quarter. So, we will see the full benefit of that here starting January 1 or started in January 1.

Now, given the environment, we are committed to continue to go look at our cost structure to make sure we are aligned to overseeing it from the demand perspective, so unfortunately I cannot say we are completely done in terms of looking at the actions required inside of our business and we are going to be aggressive in terms of trying to go anticipate those and put actions in place across our cost structure to go address that so we continue to drive the profitability, we believe we can drive even though it is going to be done on a year-to-year basis given what we saw in 2008.

Matthew Sheerin - Thomas Weisel Partners

Okay. And could you tell me what is the headcount now and where do those jobs come from? Was it sales, support or across the Board?

Rich Fennessy

I do not have the ending year headcount right in front of me but we can follow up with you on that because we obviously had some acquisitions in there too, so you have to go look at the net headcount but really where they came from across the Board. I mean we really look at on the sales side, reducing some positions there the low performers from our sales organization. A lot of work on the back office, a lot of it was driven off from our SAP migration and having that complete because as you recall we are running about $1 million to $2 million reaching that incremental expense associated with tying out two systems inside of our US business, obviously, in November we completed that migration so that was one of the catalysts for getting some back office costs outside of our business.

Majority of the headcount reductions were inside of our North America business but there are also some reductions inside of our EMEA business as well, especially as we started to see the UK hardware business, started to slowdown in the fourth quarter. We are very aggressive to jump at that and though make some reductions inside of our workforce and inside of the UK marketplace as well.

Matthew Sheerin - Thomas Weisel Partners

Okay. And then SAP upgrade is that behind you now or is that still an issue?

Rich Fennessy

No. It is behind us. I mean we finished November and actually the system, from the system’s perspective, it is working now well with us and we completed the migration for all of our clients and all of the initial startup issues you have when you put a new system in for the most part have been resolved. So, fortunately, in this environment one of the things we are not going to a lot of meetings on are talking about what is wrong with our system. So, I think we had the right kind of systems to support our business in ’09 going forward and now we need to go leverage those.

Matthew Sheerin - Thomas Weisel Partners

And I know that you lost some share because of that implementation, have you been able to get customers back or it is just hard to tell because business is so soft to begin with?

Rich Fennessy

Yes. It is a little bit hard to tell. You have got a moving target on you but clearly one of the biggest things we have talked about historically because we really did not lose any clients, fortunately, inside our large account business because we delayed the migration with them to the system was better, where we felt the most deterioration in our SMB business specifically tied to our website and the issues we had there back in the late 2007 timeframe early 2008. We are now actively working to try to bring those clients back and we have had some successes and we will continue to go after that.

Matthew Sheerin - Thomas Weisel Partners

Okay. Glynis, I believe you talked in the cash flow commentary that there were some deferred payments or deferred payables pushed into the first quarter or maybe I misunderstood, but could you elaborate on that?

Glynis Bryan

Yes. Going into the end of 2008, we negotiated with a couple of our key vendors with regard to pushing on our payables a couple of days while maintaining the vendor discounts that we get from them and they worked with us on that so we affected that at the end of the fourth quarter and it was just a couple of days going into the first quarter of this year.

Matthew Sheerin - Thomas Weisel Partners

And that was just to maximize the cash flow?

Glynis Bryan

That is just to maximize cash flow and jus, in general, manage our cash on a go-forward basis to the extent that we can negotiate with vendors, to extend payment terms while maintaining any payment discounts that we have. We think that is a good strategy to use in this environment going forward as we try to preserve cash.

Matthew Sheerin - Thomas Weisel Partners

I know Rich you gave EPS guidance for the year which I appreciate is hard to do at this time, but looking into the first quarter you said January is off to a pretty tough start. You have some costs coming out maybe not all of them. Is it possible that you could actually breakeven or lose money this quarter?

Rich Fennessy

We are going into the individual quarterly guidance and clearly that our goal is not for that to happen. We did say the year-to-year decrease would be stronger in the first half just because of the difficult compare because the first half of 2008 was really different from the demand environment perspective in the second half of 2008 but clearly our goal was to not allow that to happen, Matt.

Operator

Your next question comes from the line of John Lawrence with Morgan Keegan.

John Lawrence - Morgan Keegan

First of all, Rich, can we walk through the hedging program currency, describe that a little bit to us and had it been in place, I assume you have back tested it, what would have been the results of this quarter had that program been in place?

Glynis Bryan

I guess John, the hedging program is designed to help us better manage the mismatch that we have between assets and liabilities of known transactions that have occurred in a particular quarter. So, it is like a little bit clearly because we have to know the transactions that we have to have from forecast with regard to what we think is going to be happening with transactions for the rest of the quarter. So, I just want to be clear that the hedging strategy is never going to eliminate all of our foreign exchange exposure entirely. We believe that would just help us better manage what we have. I actually can give you a number that has had been in place in the fourth quarter. I would have been X versus Y. We do believe that there were some periods of rapid volatility specifically on October with the Canadian currency and specifically in the second or third week of December between the euro and the British pound sterling even with the strategy in place, it is possible with that rapid volatility and the fact that we hedge after the fact that we would have still had some exposure albeit not at the $6.2 million level.

John Lawrence - Morgan Keegan

So, it would have called some of it but not totally eliminated?

Glynis Bryan

Correct. It would have minimized it but not totally eliminated it.

John Lawrence - Morgan Keegan

Okay. And Glynis just to let me get my sort of question on this. When we say an aged credit is out there, at what point does that credit become aged and whatever process was used to put that in that bucket, walk me through the timing of those transactions?

Glynis Bryan

I guess most recently the aging bucket would have been 18 months and so the aged credits would have stayed out on the balance sheet through 18 months and at the end of 18 months the Company made the determination that they did not have a remaining liability either to customers or vendors and/or the counterparties and they took that into income at the end of the 18 month period would be the practice in 2007 and 2008.

John Lawrence - Morgan Keegan

Okay. Would it be similar to gift cards that go back for retailer?

Glynis Bryan

Yes. It is a similar concept, yes.

John Lawrence - Morgan Keegan

And Rich will you talk about, I think there was a part of the securitization on the credit line that comes up for renewal. Is that later this year?

Rich Fennessy

Yes. So, our ABS line which is $150 million program inside of our overall capital structure that comes up for renewal in September of 2009. Unfortunately, as Glynis highlighted I mean as we aggressively worked our cash flow in the fourth quarter was able to get our debt down to $228 million; we were actually able to get the debt down on our ABS line to zero. So, we were able to minimize any of our short term debt and it is all positioned as long term debt because it is all off the $300 million revolver that we run our business. So, one of the things I think we really demonstrated on a positive side of the equation in a tough market is in really strong cash flow generation in the fourth quarter to be able to go pay down the debt to that level, and clearly as we go in this environment we are going to continue to be very aggressive in terms of managing our receivables balances with our clients because obviously there is a natural inclination by our clients to go push out receivables. So, obviously that is not in our best interest. So, we will be aggressive on that as well as we will be very aggressive on other aspect in just how we run our business as an example. Historically before the SAP migration we used to run our business in the US with about $100 million and $110 million of inventory at any point in time. We now run somewhere in the range of $65 million of inventory prior to 2009 beginning, as we look to now better manage our cash utilization in the Company, we actually plan to go get $10 million to $15 million out of our annual inventory run that we run at. So, we are going to try to run our business going to $50 million to $55 million range.

I highlight that just as an example of things that we can do inside of our business in addition to drive an operating results to go drive better cash management so we can have more flexibility in terms of paying down that debt and be able to leverage a stronger balance sheet as we come out of what is clearly a slow market today and come out stronger on the other hand.

John Lawrence - Morgan Keegan

Yes. And last question, can you separate Calence out at all as far as performance in ’08 and as we look to ’09 compared to where it would have been nine or 12 months ago?

Rich Fennessy

I would tell you Calence really in the fourth quarter started to slow down from what we have been seeing from an overall networking category perspective and clearly I think it kind of aligns with what Cisco just announced recently that the networking category is starting to slow down just like we saw in other parts of our hardware business. In terms of actually calling it out specifically in terms of the actual results, we have integrated those business into some extent moved our business over into that business, it is difficult to go give you specific numbers but I would tell you the networking business is not immune to the slowdown effect. It is just right in the middle of what we are seeing today in terms of just people slowing down their hardware and their networking initiatives inside their enterprise.

Now, hopefully, as we come out of this thing, one of the nice things about Calence is they have some very unique things as they do to help clients in this environment. For example, I will highlight two. One is that telecom cost management. They have a whole practice around helping clients to manage and reduce their telecom spend which if you look at an IT budget is actually a meaningful line item for most CIOs. So, that is very relevant in this environment. The second thing is very relevant in this environment because they have a very deep managed services capabilities so they can tell clients, “Hey, instead of you managing your network, why don’t you let me do it because I can probably do it better. Two is I definitely can go do it cheaper than you are doing it today.”

So, as we go in this environment, people may not be buying as much for the next couple of quarters of networking new gear but there are great things that we can go offer them in terms of perhaps “let us go manage it for you” and, perhaps it will be one of the drivers for you to go reduce costs inside your infrastructure. As we think about the business model going forward one thing that I think is pretty clear to anticipate is that many CIOs are going to look to consolidate suppliers and find a way to reduce costs. As Insight has been successful in 2006 acquiring software Spectrum and acquiring Calence and MINX in 2008, we think are very uniquely positioned to be that company that they consolidate with because we have great capabilities around supply chain of hardware. We have got great capabilities on networking, great capabilities on software, great meaningful capabilities on services so the strategy is yes, IT spend is going down but how do we go take market share in a slower market by leveraging the breadth of our capabilities and being their partner that our clients want to go consolidate around. That is what the sales team is running everyday and I think there is a good opportunity there and that is what we have to go after.

Operator

You have a follow up question from Brian Alexander with Raymond James & Associates.

Brian Alexander - Raymond James & Associates

Sorry to beat this to death but just still tying to understand the nature of the audit. When you say that there is a material reduction of retained earnings as of December 31, 2004, just curious, why is the cutoff at 2004 and not some other year what is so special about that cutoff date? And then when you talked about the $50 million to $70 million, just to make sure I am clear, is that the cumulative restatement to date or is that the cumulative through ’04 and we do not know the rest of the impact from ’04 onward?

Glynis Bryan

Good question. The $50 million to $70 million is the cumulative to date so that goes all the way through 2008. That is the total amount. The importance of the December 31st, 2004 date is that in our 2008 10-K that is going to be the last year that we present that we have balance sheet data in the 10-K. So, there is a table in 10-K that will have collective financials data for 2004 to 2008 and based on that in 2004 in that table we would record the entry to retained earning to adjust 2004 on a go-forward basis that encompasses all prior years through 2004.

Brian Alexander - Raymond James & Associates

Okay. I understand. And then again the $50 million to $70 million is kind of the…?

Glynis Bryan

It is the total.

Brian Alexander - Raymond James & Associates

The total impact max cash and there is a fair chance that maybe a lot of that will not resolve in actual cash payment from Insight. Is that right?

Glynis Bryan

There is a fair chance that some of that will not resolve in a cash charge for Insight. I hesitate to say a fair amount a large part I think was the word to use and it will be something like which we believe the cash impact will be less than that.

Brian Alexander - Raymond James & Associates

Okay. And on the currency, I am just wondering oftentimes when we record foreign currency gains or losses below the line there is some offsetting effect higher up in the P&L and I am just wondering, should we think of it that way or should we treat the currency loss in the fourth quarter as a true loss that is not offset elsewhere in the P&L?

Glynis Bryan

You should treat it as a true loss that is not offset elsewhere in the P&L.

Operator

This concludes the question-and-answer portion of your conference. I would now like to turn the call over to Mr. Rich Fennessy for closing comments. Sir, you may proceed.

Rich Fennessy

Thank you very much to everybody who has joined in today. Clearly, we had a lot to cover and as we go into 2009, we have a lot of to do to go drive our business performance for our clients, for our partners, our teammates and obviously for our investors. So, thank you very much for your continued support of Insight.

Operator

Thank you for your participation today’s conference. This concludes your presentation. You may now disconnect. Good day.

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Source: Insight Enterprises, Inc. Q4 2008 Earnings Call Transcript
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