10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

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 1-13792

Systemax Inc.

(Exact name of registrant as specified in its charter)

Delaware	11-3262067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 608-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($.01 par value)	SYX	New York Stock Exchange

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 reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes ☐   No ☒

The number of shares outstanding of the registrant’s Common Stock as of April 30, 2021 was 37,719,099.

TABLE OF CONTENTS

Available Information
Part I	Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
Part II	Other Information
Item 1.	Legal Proceedings	30
Item 6.	Exhibits	31
	Signatures	32

2

Available Information

We maintain an internet web site at www.systemax.com.  We file reports with the Securities and Exchange Commission (“SEC”) and make available free of charge on or through this website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including all amendments to those reports.  These are available as soon as is reasonably practicable after they are filed with the SEC.  All reports mentioned above are also available from the SEC’s website (www.sec.gov).  The information on our website is not part of this or any other report we file with, or furnish to, the SEC.

Our Board of Directors has adopted the following corporate governance documents with respect to the Company (the “Corporate Governance Documents”):

•Corporate Ethics Policy for officers, directors and employees

•Charter for the Audit Committee of the Board of Directors

•Charter for the Compensation Committee of the Board of Directors

•Charter for the Nominating/Corporate Governance Committee of the Board of Directors

•Corporate Governance Guidelines and Principles

In accordance with the corporate governance rules of the New York Stock Exchange, each of the Corporate Governance Documents is available on our Company web site, www.systemax.com.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Systemax Inc.

Condensed Consolidated Balance Sheets

(In millions)

	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	36.9	$	22.4
Accounts receivable, net	104.7		102.3
Inventories	134.7		132.3
Prepaid expenses and other current assets	6.6		6.8
Total current assets	282.9		263.8
Property, plant and equipment, net	16.6		16.6
Operating lease right-of-use assets	75.3		77.3
Deferred income taxes	7.0		7.6
Goodwill and intangibles	7.0		7.0
Other assets	2.7		2.6
Total assets	$	391.5	$	374.9
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	142.2	$	125.4
Accrued expenses and other current liabilities	42.6		50.7
Operating lease liabilities	9.8		10.3
Total current liabilities	194.6		186.4
Other liabilities	4.5		4.5
Operating lease liabilities	75.0		77.2
Total liabilities	274.1		268.1
Commitments and contingencies
Shareholders’ equity:
Preferred stock	0.0		0.0
Common stock	0.4		0.4
Additional paid-in capital	193.1		193.5
Treasury stock	(22.3)		(24.0)
Retained (deficit) earnings	(57.3)		(66.5)
Accumulated other comprehensive income	3.5		3.4
Total shareholders’ equity	117.4		106.8
Total liabilities and shareholders’ equity	$	391.5	$	374.9

See Notes to Condensed Consolidated Financial Statements.

4

Systemax Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)

	Three Months Ended March 31,
	2021		2020
Net sales	$	251.1	$	227.3
Cost of sales	173.8		150.6
Gross profit	77.3		76.7
Selling, distribution & administrative expenses	70.7		65.2
Operating income from continuing operations	6.6		11.5
Interest and other (income) expense, net	0.1		0.2
Income from continuing operations before income taxes	6.5		11.3
Provision for income taxes	1.0		3.0
Net income from continuing operations	5.5		8.3
Net income (loss) from discontinued operations	9.7		(0.1)
Net income	$	15.2	$	8.2
Net income per common share from continuing operations:
Basic	$	0.15	$	0.21
Diluted	$	0.14	$	0.21
Net income (loss) per common share from discontinued operations:
Basic	$	0.26	$	0.00
Diluted	$	0.25	$	0.00
Net income per common share:
Basic	$	0.41	$	0.21
Diluted	$	0.39	$	0.21
Weighted average common and common equivalent shares:
Basic	37.7		37.7
Diluted	37.9		37.9
Dividends declared	$	0.16	$	1.14

See Notes to Condensed Consolidated Financial Statements.

5

Systemax Inc.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)

	Three Months Ended March 31,
	2021		2020
Net income	$	15.2	$	8.2
Other comprehensive income:
Foreign currency translation	0.1		(0.2)
Total comprehensive income	$	15.3	$	8.0

See Notes to Condensed Consolidated Financial Statements.

6

Systemax Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net income from continuing operations	$	5.5	$	8.3
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	1.0		1.1
Provision for credit losses	0.4		0.2
Stock-based compensation	0.4		1.0
Provision for deferred taxes	0.5		0.0
Changes in operating assets and liabilities:
Accounts receivable	(2.8)		(7.3)
Inventories	(2.4)		4.6
Prepaid expenses and other assets	0.2		(1.7)
Income taxes payable	0.4		2.9
Accounts payable	17.3		2.3
Accrued expenses, other current liabilities and other liabilities	(11.6)		2.3
Net cash provided by operating activities from continuing operations	8.9		13.7
Net cash provided by (used in) operating activities from discontinued operations	12.0		(0.1)
Net cash provided by operating activities	20.9		13.6
Cash flows from investing activities:
Purchases of property, plant and equipment	(0.9)		(0.3)
Net cash used in investing activities	(0.9)		(0.3)
Cash flows from financing activities:
Proceeds from short-term borrowings	19.6		0.0
Repayment of short-term borrowings	(19.6)		0.0
Dividends paid	(6.4)		(43.3)
Proceeds from issuance of common stock	2.3		0.3
Payment of payroll taxes on stock-based compensation through shares withheld	(1.9)		(0.3)
Proceeds from the issuance of common stock from employee stock purchase plan	0.5		0.4
Purchase of treasury shares	0.0		(3.4)
Net cash used in financing activities	(5.5)		(46.3)
Effects of exchange rates on cash	0.0		(0.1)
Net increase (decrease) in cash	14.5		(33.1)
Cash, cash equivalents and restricted cash– beginning of period	24.0		97.2
Cash, cash equivalents and restricted cash – end of period	$	38.5	$	64.1

See Notes to Condensed Consolidated Financial Statements.

7

Supplemental disclosures:
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	36.9	$	64.1
Restricted cash (1)	1.6		0.0
Cash, cash equivalents and restricted cash	$	38.5	$	64.1
(1)The Company has restricted cash collateralizing letters of credit outstanding of $1.6 million, which are recorded in Other assets in the accompanying Condensed Consolidated Balance Sheets.
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	0.7	$	0.0

See Notes to Condensed Consolidated Financial Statements.

8

Systemax Inc.

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

(In millions)

	Common Stock
	Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
Balances, January 1, 2021	37,552	$	0.4	$	193.5	$	(24.0)	$	(66.5)	$	3.4	$	106.8
Stock-based compensation expense				0.4								0.4
Issuance of restricted stock	65			(1.1)		1.1						0.0
Stock withheld for employee taxes	(47)					(1.9)						(1.9)
Proceeds from issuance of common stock	119			(0.2)		2.5						2.3
Issuance of shares under employee stock purchase plan	29			0.5								0.5
Dividends								(6.0)				(6.0)
Change in cumulative translation adjustment										0.1		0.1
Net income								15.2				15.2
Balances, March 31, 2021	37,718	$	0.4	$	193.1	$	(22.3)	$	(57.3)	$	3.5	$	117.4

	Common Stock
	Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
Balances, January 1, 2020	37,679	$	0.4	$	189.7	$	(20.4)	$	2.8	$	3.0	$	175.5
Stock-based compensation expense				1.0								1.0
Issuance of restricted stock	36			(0.6)		0.6						0.0
Stock withheld for employee taxes	(15)					(0.3)						(0.3)
Proceeds from issuance of common stock	30			(0.2)		0.5						0.3
Issuance of shares under employee stock purchase plan	23			0.4								0.4
Dividends								(43.3)				(43.3)
Purchase of treasury shares	(233)					(3.9)						(3.9)
Change in cumulative translation adjustment										(0.2)		(0.2)
Net income								8.2				8.2
Balances, March 31, 2020	37,520	$	0.4	$	190.3	$	(23.5)	$	(32.3)	$	2.8	$	137.7

See Notes to Condensed Consolidated Financial Statements.

9

Systemax Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.Basis of Presentation

The accompanying condensed consolidated financial statements of Systemax Inc., with its subsidiaries, (the "Company") are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America are not required in these interim financial statements and have been condensed or omitted.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Systemax Inc., through its operating subsidiaries, is primarily a direct marketer of brand name and private label industrial and business equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. Systemax operates and is internally managed in one reportable business segment. The Company sells a wide array of industrial and general hard goods and supplies and to a lesser extent products that would fall into the generally recognizable category of maintenance, repair and operations ("MRO"), markets the Company has served since 1949. Because of the large number of products and product categories the Company offers, providing information on the amount of revenue derived from transactions with external customers for each product or groupings of product is impractical.

Included in discontinued operations is the Company’s former North American Technology Group ("NATG") business, which was sold in December 2015 and has been winding down its operations since then. For the three month period ended March 31, 2021, net income from the NATG business totaled $9.7 million (see Note 4, Dispositions and Special (Gains) Charges) and for the three month period ended March 31, 2020, net loss from the NATG business totaled $0.1 million.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2021 and the results of operations for the three month periods ended March 31, 2021 and 2020, statements of comprehensive income (loss) for the three month periods ended March 31, 2021 and 2020, cash flows for the three month periods ended March 31, 2021 and 2020 and changes in shareholders’ equity for the three month periods ended March 31, 2021 and 2020.  The December 31, 2020 Condensed Consolidated Balance Sheet has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2020 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results for the three month period ended March 31, 2021 are not necessarily indicative of the results for the entire year.

Systemax manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31.  For clarity of presentation herein, fiscal years and quarters are referred to as if they ended on the traditional calendar month.  The actual fiscal first quarter ended on April 3, 2021 and March 28, 2020.  The first quarters of both 2021 and 2020 included 13 weeks.

Related Party Transactions

In the first quarter of 2021, the Company recorded approximately $3.0 million in professional fee expense from a law firm which employs an immediate family member of one of the Company's Vice Chairmen. These fees were contingent fees paid upon receipt of $15.0 million in restitution received in the Company's discontinued operations. Amounts outstanding at March 31, 2021 were de minimis and are recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

10

Recent Accounting Pronouncements

Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”).  These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure.

On January 1, 2021 the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles and the methodology for calculating income tax rates in an interim period, among other updates. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

On January 1, 2021, the Company adopted ASU 2020-10, Codification Improvements. This ASU amends a variety of topics in the Codification to improve consistency and clarify the guidance. The effective date of this ASU is for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

11

2.Revenue

Disaggregation of Revenues

The Company believes its presentation of revenue by geography most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and industry factors, including fluctuations in exchange rates between the U.S. and Canada. The following table presents the Company's revenue, from continuing operations, by geography for the three months ended March 31, 2021 and 2020, respectively (in millions):

	Three Months Ended March 31,
	2021		2020
Net sales:
United States	$	233.5	$	215.3
Canada	17.6		12.0
Consolidated	$	251.1	$	227.3

The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation. The Company did not have any material unsatisfied performance obligations or liabilities as of March 31, 2021 and December 31, 2020.

12

3.Credit Losses

The Company’s trade accounts receivable is one portfolio comprised of commercial businesses operating in the U.S. and to a much lesser extent, Canada. The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables, considering customer financial condition, historical loss experience with its customers, current market economic conditions and forecasts of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected. For the balance of its trade receivables, the Company uses a loss rate method to estimate its credit loss reserve. Historical loss experience rates are calculated using receivable write offs over a trailing twelve-month period and comparing that to the average receivable balances over the same period. That rate is applied to the current accounts receivable portfolio, excluding accounts that have been specifically reserved. Any write offs incurred are recorded against the established reserves.

The Company grants credit to commercial business customers using an electronic application process that evaluates the customer's detailed credit report, reference responses, availability under credit facilities, existing liens, tenure of management and business history, among other factors. Credit terms are typically net 30 days payment required with larger businesses eligible for up to net 90 day terms, if qualified.

The following is a rollforward of the allowances for credit losses related to trade accounts receivable for March 31, 2021 (in millions):

	March 31, 2021
Balance at beginning of period	$	1.7
Current period provision	0.4
Write-offs - trade accounts receivable	(0.6)
Balance at end of period	$	1.5

The following is a rollforward of the allowances for credit losses related to trade receivables for the year ended December 31, 2020 (in millions):

	December 31, 2020
Balance at beginning of period	$	6.8
Current period provision	1.2
Write-offs - trade accounts receivable	(0.7)
Write-offs - notes and other receivables*	(5.6)
Balance at end of period	$	1.7

*$5.6 million of reserves related to notes and other receivables originated in 2016 and this balance was written off in the second quarter of 2020.

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4.Discontinued Operations and Special (Gains) Charges

In the first quarter ended March 31, 2021, the Company's discontinued operations received approximately $15.0 million in restitution receipts offset by approximately $3.0 million of professional fees related to the ongoing restitution proceedings and recorded approximately $0.1 million in vendor settlements. Discontinued operations also recorded approximately $0.5 million in benefit from settlement of payable accounts and recorded approximately $2.9 million of income tax expense. The Company expects that total additional exit charges related to discontinued operations after this quarter may aggregate up to $0.5 million.

The following table details liabilities related to the exit costs of the sold businesses that remain as of March 31, 2021 (in millions):

	Accrued exit costs
Balance January 1, 2021	$	2.8
Charged to expense	0.0
Paid or otherwise settled	(0.1)
Balance March 31, 2021	$	2.7

The following table details liabilities related to the exit costs of the sold businesses that remained for 2020 (in millions):

	Accrued exit costs
Balance January 1, 2020	$	2.8
Charged to expense	0.4
Paid or otherwise settled	(0.4)
Balance December 31, 2020	$	2.8

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5.Net Income (Loss) per Common Share

Net income per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share.  The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Undistributed net income is allocated between common shares outstanding and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Undistributed net losses are not allocated to our participating securities as these participating securities do not have a contractual obligation to share in losses. Net income per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options.  The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method.  Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options.

The following table presents the computation of basic and diluted net income (loss) per share under the two-class method for the three months ended March 31, 2021 and 2020 (in millions, except for per share amounts):

	Three Months Ended March 31,
	2021		2020
Net income from continuing operations	$	5.5	$	8.3
Less: Distributed net income available to participating securities	0.0		(0.3)
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	5.5	$	8.0
Denominator:
Weighted average shares outstanding for basic net income per share	37.7		37.7
Effect of dilutive securities	0.2		0.2
Weighted average shares outstanding for diluted net income per share	37.9		37.9
Net income per share from continuing operations:
Basic	$	0.15	$	0.21
Diluted	$	0.14	$	0.21
Net income (loss) from discontinued operations	$	9.7	$	(0.1)
Net income (loss) per share from discontinued operations:
Basic	$	0.26	$	0.00
Diluted	$	0.25	$	0.00
Net income per share:
Basic	$	0.41	$	0.21
Diluted	$	0.39	$	0.21
Potentially dilutive securities	0.2		0.7

Potentially dilutive securities attributable to outstanding stock options, restricted stock units, and performance share units excluded from the calculation of diluted earnings per share where the combined exercise price and average unamortized fair value are greater than the average market price of Systemax Inc.'s common stock, and their inclusion would be anti-dilutive.

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6.Credit Facilities

The Company maintains a $75 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 28, 2021 and provides for borrowings in the United States. The Company expects to renew this facility before its expiration in 2021. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions.  The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 60% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the London interbank offered rate (“LIBOR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of March 31, 2021, eligible collateral under the credit agreement was $75.0 million, total availability and excess availability was $72.5 million, and there were no outstanding borrowings. The Company has restricted cash collateralizing letters of credit outstanding of $1.6 million at March 31, 2021 recorded within Other assets on the accompanying Condensed Consolidated Balance Sheets. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2021.

7.Fair Value Measurements

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value standards establish the fair value hierarchy to prioritize the inputs used in valuation techniques. There are three levels to the fair value hierarchy (Level 1 is the highest priority and Level 3 is the lowest priority):

Level 1 -	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 -	Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.
Level 3 -	Unobservable inputs which are supported by little or no market activity

Financial instruments consist primarily of investments in cash, trade accounts receivable, debt and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At March 31, 2021 and December 31, 2020, the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy.  

The fair value with respect to goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing. The Company operates in one reporting unit and in the fourth quarter of each year performs a quantitative assessment of its goodwill by comparing the Company's fair market value, or market capitalization, to the carrying value of the Company, including goodwill, to determine if impairment exists. Any excess of the carrying amount over fair value would be charged to impairment expense.

Long-lived assets are assets used in the Company’s operations and include definite-lived intangible assets, leasehold improvements, warehouse and similar property used to generate sales and cash flows.  Long-lived assets are tested for impairment utilizing a recoverability test. The recoverability test compares the carrying value of an asset group to the undiscounted cash flows directly attributable to the asset group over the life of the primary asset.  If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the fair value of the asset group is then measured.  If the fair value is also determined to be less than the carrying value of the asset group, the asset group is impaired.

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8.Stock Repurchases

In July 2018 the Company's Board of Directors approved a share repurchase program with a repurchase authorization of up to two million shares of the Company's common stock. During the first quarter of 2021 no shares were repurchased.

During the first quarter of 2020, the Company repurchased 233,249 common shares for approximately $3.9 million.

9.Legal Proceedings

The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims.  The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. Federal and state authorities, as well as Canadian authorities, concerning potential income tax, sales tax and/or "unclaimed property" liabilities.  These matters are in various stages of investigation, negotiation and/or litigation.   The Company's NATG subsidiaries are also being audited by an entity representing 27 states seeking recovery of “unclaimed property” and has received separate demands from 19 states requesting payments of their claimed amounts.  The Company has complied with the unclaimed property audit, has provided requested information and has corresponded with the states regarding possible further discussions. The Company intends to vigorously defend these matters and believes it has strong defenses.

Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period.  The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable.  In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At March 31, 2021 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate.  The Company does not believe that at March 31, 2021 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements and Risk Factors.

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. Any such statements 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 and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. Forward-looking statements may include, but are not limited to statements regarding: i) projections or estimates of revenue, income or loss, exit costs, cash flow needs and capital expenditures; ii) fluctuations in general economic conditions; iii) future operations, such as risks regarding strategic business initiatives, plans relating to new distribution facilities, plans for utilizing alternative sources of supply in response to government tariff and trade actions and/or due to supply chain disruptions arising from the Coronavirus pandemic, and plans for new products or services; iv) plans for acquisition or sale of businesses, including expansion or restructuring plans; v) financing needs, and compliance with financial covenants in loan agreements; vi) assessments of materiality; vii) predictions of future events and the effects of pending and possible litigation; and viii) 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 in this report are based on the Company’s beliefs and expectations as of the date of this report and are subject to risks and uncertainties which may have a significant impact on the Company’s business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain and undue reliance should not be placed on them. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.

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:

•general economic conditions, such as customer inventory levels, interest rates, borrowing ability and economic conditions in the manufacturing and/or distribution industries generally, as well as government spending levels will continue to impact our business;

•the temporary closing of many businesses, and reduced business activity, during the Coronavirus pandemic has negatively impacted the general economy, and decreased customer purchasing volume, generally, which negatively affected our business and may do so in future quarters until general business activity reaches pre-pandemic levels;

•additionally governmental mandated shutdowns of or restrictions on entities deemed to be non-essential businesses has negatively impacted sales of our products to those businesses and will continue to impact our sales as long as these restrictions are in place;

•the extent to which the Coronavirus pandemic continues to impact our operations and financial results will depend on numerous evolving factors including: the duration of the pandemic, our ability to keep our distribution centers operating productively and with minimal down time for Coronavirus safety and remediation efforts, governmental actions such as “stay at home” or “shelter in place” regulations or guidelines, that have been and continue to be taken in response to the pandemic, the impact, duration and severity of the pandemic on economic activity, how long it will take to return to more historic levels of economic growth, and the effect of the economic downturn on our customers and customer demand for our products;

•factors affecting the global supply chain and the shipping and distribution of products imported to the United States by us or our domestic vendors, such as extreme weather conditions, global availability of shipping containers, port congestion, and freight and fuel costs have adversely impacted our results and could continue to do so;

•these increases in freight and shipping costs have from time to time impacted our margins to the extent the increases could not be passed along to customers in a timely manner and may impact our margins again in the future;

•our reliance on common carrier delivery services for shipping inventoried merchandise to customers and our reliance on drop ship deliveries directly to customers by our product vendors for products we do not hold in inventory has also been adversely affected by these supply chain challenges;

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•delays in the timely availability of products from our suppliers could delay receipt of needed product and result in lost sales;

•in this regard, global supply chains and the timely availability of products, particularly products, or product components used in domestic manufacturing, imported from China and other Asian nations as well as from other countries, have been, and in the future could continue to be adversely affected by allocation restrictions of difficult to source products by our vendors;

•the imposition of tariffs and other trade barriers, as well as retaliatory trade measures, have caused us to raise the prices on certain of our products and seek alternate sources of supply, which could negatively impact our sales or disrupt our operations if we are not able to mitigate these measures;

•our use of alternate sources of supply, such as utilizing new vendors in additional countries, entails various risks, such as identifying, vetting and managing new business relationships, reliance on new vendors and maintaining quality control over their products, and protecting our intellectual property rights;

•quarantines, factory slowdowns or shutdowns, border closings and travel restrictions resulting from the Coronavirus pandemic have in the past and could in the future adversely affect the timely availability of products resulting in delayed or lost sales;

•liquidity constraints on our vendors or customers;

•our ability to maintain available capacity in our distribution operations for stocked inventory and to enable on time shipment and deliveries, such as by timely implementing additional temporary or permanent distribution resources, whether in the form of additional facilities we operate or by outsourcing certain functions to third party distribution and logistics partners;

•we compete with other companies for recruiting, training, integrating and retaining talented and experienced employees, particularly in markets where we and they have central distribution facilities; and this aspect of competition is aggravated by the current tight labor market in the U.S. for such jobs and at a time this market is undergoing competitive changes due to the Coronavirus pandemic;

•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 information systems and other technology platforms supporting our sales, procurement and other operations are critical to our operations and disruptions or delays have occurred and could occur in the future, and if not timely addressed could have a material adverse effect on us;

•a data security breach due to our e-commerce, data storage or other information systems being hacked by those seeking to steal Company, vendor, employee or customer information, or due to employee error, resulting in disruption to our operations, litigation and/or loss of reputation or business;

•managing various inventory risks, such as being unable to profitably resell excess or obsolete inventory and/or the loss of product return rights from our vendors;

•meeting credit card industry compliance standards in order to maintain our ability to accept credit cards;

•rising interest rates, increased borrowing costs or limited credit availability, including our own ability to maintain satisfactory credit agreements and to renew credit facilities, could impact both our and our customers’ ability to fund purchases and conduct operations in the ordinary course; and

•pending or threatened litigation and investigations, and other government actions, such as anti-dumping, unclaimed property, or trade and customs actions by U.S. or foreign governmental authorities, have occurred in the past and although had no material impact to our business, could adversely affect our business and results of operation in the future.

Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein.  Statements in this report, particularly in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Condensed Consolidated Financial Statements, as well as information under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal year 2020, describe certain factors, among others, that could contribute to or cause such differences.

Overview

Systemax Inc., through its operating subsidiaries, is primarily a direct marketer of brand name and private label industrial and business equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers.

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Continuing Operations

The Company, through its operating subsidiaries, sells a wide array of industrial and general business hard goods and supplies and to a lesser extent products that would fall into the generally recognizable category of maintenance, repair and operational ("MRO") products, which are marketed in North America.  These products are manufactured by other companies. Some products are manufactured for us as a white label product and some are manufactured to our own design: these products are marketed as private label under the trademarks: GlobalTM, GlobalIndustrial.comTM, NexelTM, ParamountTM and InterionTM..  

See Note 2 to the condensed consolidated financial statements for additional financial information about our business' geographic operations.

Discontinued Operations

As disclosed above, the operating results of discontinued operations in the accompanying financial statements are from the NATG business sold in 2015.

Operating Conditions

The North American industrial products market is highly fragmented and we compete against multiple distribution channels.  Industrial products distribution is working capital intensive, requiring us to incur significant costs associated with the warehousing of many products, including the costs of maintaining inventory, leasing warehouse space, inventory management systems and employing personnel to perform the associated tasks. We supplement our on-hand product availability by maintaining relationships with major distributors and manufacturers, utilizing a combination of stock and drop-shipment fulfillment.

The primary component of our operating expenses historically has been employee-related costs, which includes items such as wages, commissions, bonuses, employee benefits and equity-based compensation, as well as marketing expenses, primarily comprised of digital marketing spend, and occupancy related charges associated with our leased distribution and call center facilities. We continually assess our operations to ensure that they are efficient, aligned with market conditions and responsive to customer needs.

The discussion of our results of operations and financial condition that follows will provide information that will assist in understanding our financial statements, the factors that we believe may affect our future results and financial condition as well as information about how certain accounting policies and estimates affect the consolidated financial statements.  This discussion should be read in conjunction with the condensed consolidated financial statements included herein and in conjunction with the audited financial statements as of December 31, 2020 and the other information provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

The Company had strong top line performance as first quarter revenue increased 10.5% to $251.1 million. Sales reflect a continued recovery in core categories, which finished the quarter with a strong March, and solid demand for our Global Industrial branded products. Gross margin, specifically freight margin and resulting overall profitability declines in the quarter reflect the impact of the February winter storms, increased costs related to the transition to a new third party logistics provider ("3PL"), inflationary freight pressures, and a write down of personal protective equipment inventory. These factors were partially offset by improved product margins, as well as selling, distribution and administrative leverage. The Company believes that freight pressures, which include the impact of the new 3PL relationship, less-than-truckload ("LTL") costs, port congestion and container availability, will remain elevated over the prior year in the near-term but are temporary and will ease as we move through the summer.

As the Company continued to execute on its Accelerating the Customer Experience ("ACE") strategy and make strategic investments in our growth, we made a strategic decision to enhance our fulfillment capabilities by transitioning to a new 3PL provider. We anticipate, this relationship will allow for better long-term cost management and drive continuous improvement of our customer’s experience. In addition, the Company will continue to invest in growth initiatives including our e-commerce optimization which will help us drive long-term improvements in customer retention and conversion rates.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and revenues and expenses during the period.  Significant accounting policies employed by the Company, including the use of estimates, were presented in the Notes to Consolidated Financial Statements of the Company’s 2020 Annual Report on Form 10-K.

Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations, require management’s most difficult, subjective and complex judgments, and involve uncertainties.  The accounting policies that have been identified as critical to our business operations and understanding the results of operations pertain to leases, revenue recognition; accounts receivable and allowance for credit losses; inventory valuation; goodwill and intangible assets; long-lived assets; and income taxes.  The application of each of these critical accounting policies and estimates was discussed in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.  There have been no significant changes in the application of critical accounting policies or estimates during 2021.  Management believes that full consideration has been given to all relevant circumstances that we may be subject to, and the condensed consolidated financial statements of the Company accurately reflect management’s best estimate of the consolidated results of operations, financial position and cash flows of the Company for the periods presented.  Because of the uncertainty in these estimates, actual results could differ from estimates used in applying the critical accounting policies.  We are not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect the Company’s financial condition or results of operations.

Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”).  These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. See Note 1 of the condensed consolidated financial statements, Recent Accounting Pronouncements.

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Highlights from Q1 2021

The discussion of our results of operations and financial conditions that follows will provide information that will assist in understanding our financial statements and information about how certain accounting principles and estimates affect the condensed consolidated financial statements included herein.

•Consolidated sales increased 10.5% to $251.1 million compared to $227.3 million last year.

•Consolidated operating income from continuing operations declined 42.6% to $6.6 million compared to $11.5 million last year.

•Net income per diluted share from continuing operations decreased 33.3% to $0.14 compared to $0.21 last year.

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Results of Operations

Three Months Ended March 31, 2021 compared to the Three Months Ended March 31, 2020(1)

Key Performance Indicators* (in millions):

	Three Months Ended March 31,
	2021	2020	% Change
Net sales of continuing operations:
Consolidated net sales	$251.1	$227.3	10.5%
Consolidated gross profit	$77.3	$76.7	0.8%
Consolidated gross margin	30.8%	33.7%	(2.9)%
Consolidated SD&A costs	$70.7	$65.2	8.4%
Consolidated SD&A costs as a % of net sales	28.2%	28.7%	(0.5)%
Operating income from continuing operations:
Consolidated operating income	$6.6	$11.5	(42.6)%
Consolidated operating margin from continuing operations	2.6%	5.1%	(2.5)%
Effective income tax rate	15.4%	26.5%	(11.1)%
Net income from continuing operations	$5.5	$8.3	(33.7)%
Net margin from continuing operations	2.2%	3.7%	(1.5)%
Net income per diluted share from continuing operations	$0.14	$0.21	(33.3)%
Net income (loss) from discontinued operations	$9.7	$(0.1)	NM

*excludes discontinued operations (See Note 4 of Notes to Condensed Consolidated Financial Statements).

NM - not meaningful

1 Systemax manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31. For clarity of presentation, fiscal years and quarters are described as if they ended on the last day of the respective calendar month. The actual fiscal quarter ended on April 3, 2021 and March 28, 2020. The first quarter of both 2021 and 2020 included 13 weeks.

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Management’s discussion and analysis that follows will include current operations and discontinued operations. 

NET SALES

The Company's net sales increased 10.5% during the quarter ended March 31, 2021 as the Company's sales reflect a continued recovery in core categories, which finished the quarter with a strong March, and solid demand for our Global Industrial branded products. Overall the Company generated revenue growth in the mid-teens in both January and March 2021, offset by a soft February 2021, which saw a slight decline year over year and was impacted by significant winter storms that disrupted much of the supply chain during that month.

U.S. sales increased 8.5% in the quarter ended March 31, 2021 compared to the same period in 2020. Canada sales were up approximately 46.7%, 38.6% in local currency. Consolidated average daily sales increased 8.9% compared to the same period last year.

There were 65 selling days in the first quarter of 2021 and 64 selling days in the first quarter of 2020 in the U.S. and in Canada there were 63 selling days in the first quarter of 2021 and 2020.

GROSS MARGIN

Gross margin is dependent on variables such as product mix including sourcing and category, competition, pricing strategy, vendor volume rebates, freight pricing decisions including the use of free or other promotional freight plans, freight cost inflation including both domestic outbound freight as well as international inbound ocean freight, inventory valuation and obsolescence and other variables, any or all of which have in the past and may in the future result in fluctuations in gross margin. The Company expects to see continued margin variability due to the current economic environment, inflationary pressures on both transportation and raw material costs, carrier transition expense, changes in mix as a result of the normalization of our customer’s demand of personal protective equipment ("PPE") and other related products, and historical seasonality.

Gross margin declined 290 basis points in the first quarter of 2021 compared to the first quarter of 2020 driven by a combination of factors, including a $2.7 million write-down of certain personal protective equipment products. This write-down is the result of the normalization of demand for certain inventory positions that were taken to service customers during the pandemic. Excluding this write-down, gross margin would have declined 140 basis points compared to the first quarter of 2020. Gross margin performance reflects increased LTL costs related to the transition to a new 3PL provider and continued ocean freight pricing pressures. Additionally, weather-related closure of our Texas distribution center in the quarter, as well as, limited carrier availability across the entire distribution network resulted in additional freight costs. These factors were partially offset by favorable product margins as the private label offering captured a larger share of our sales mix. With the transition to the new 3PL provider, the Company anticipates this relationship will allow for better long-term cost management and drive continuous improvement of the customer's experience, as well as, allow the Company to manage the carrier relationship and service delivery levels. The Company did see some freight margin recovery at the end of the first quarter of 2021. The Company believes the negative drivers of the first quarter margin performance are temporary and will ease as we move through the summer.

SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES (“SD&A”)

SD&A costs as a percentage of sales decreased 50 basis points compared to the first quarter of 2020. This improved SD&A leverage reflects optimization in our marketing spend and fixed cost leverage resulting from the sales growth in the quarter. In the first quarter of 2021, the significant cost decreases include lower internet advertising spend of approximately $0.5 million, and an insurance recovery of approximately $0.4 million. Offsetting these decreased costs was approximately $1.9 million related to increased salary and related costs, including continued investment in our sales force, $1.2 million related to increased temporary labor costs in certain of our warehouses and back office functions, increased consulting and professional fees of approximately $1.1 million related to our continuing customer centric strategy initiatives and our e-commerce optimization project, increased rent and related costs of approximately $0.6 million and increased dues and subscription fees of approximately $0.5 million.

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DISCONTINUED OPERATIONS AND SPECIAL CHARGES

In the first quarter ended March 31, 2021, the Company's discontinued operations received approximately $15.0 million in restitution receipts offset by approximately $3.0 million of professional fees related to the ongoing restitution proceedings and recorded approximately $0.1 million in vendor settlements. Discontinued operations also recorded approximately $0.5 million in benefit from settlement of payable accounts and recorded approximately $2.9 million of income tax expense.

OPERATING MARGIN

Operating margin for the three months ended March 31, 2021 declined by 250 basis points compared to the first quarter in 2020. As discussed above, this decrease was driven by the inventory write-down, the transition to a new third party logistic partner, continued ocean freight pricing pressures and weather-related closure of our Texas distribution center which affected carrier availability and resulted in additional freight costs. These factors were partially offset by favorable product margins and SD&A leverage.

INTEREST AND OTHER (INCOME) EXPENSE, NET

Interest and other (income) expense, net from continuing operations was $0.1 million in the first quarter of 2021 compared to $0.2 million expense in the first quarter of 2020.

INCOME TAXES

In the three month period ended March 31, 2021, the Company reported income taxes in continuing operations of approximately $1.0 million related to its U.S. and India operations including tax expense for certain U.S. states. The first quarter 2021 tax rate was benefited by excess benefits from stock option exercises of approximately $0.4 million and pre-tax income in Canada of approximately $1.7 million where the Company has a full valuation allowance against its deferred tax assets, including net operating losses, and taxable income is fully offset by net operating losses.

In the three month period ended March 31, 2020, the Company reported income taxes in continuing operations of approximately $3.0 million related to its U.S. and India operations including tax expense for certain U.S. states.

Financial Condition, Liquidity and Capital Resources

The following tables present selected liquidity data and historical cash flows (in millions):

Selected liquidity data

	March 31, 2021		December 31, 2020		$ Change
Cash and cash equivalents	$	36.9	$	22.4	$	14.5
Accounts receivable, net	$	104.7	$	102.3	$	2.4
Inventories	$	134.7	$	132.3	$	2.4
Prepaid expenses and other current assets	$	6.6	$	6.8	$	(0.2)
Accounts payable	$	142.2	$	125.4	$	16.8
Accrued expenses and other current liabilities	$	42.6	$	50.7	$	(8.1)
Operating lease liabilities	$	9.8	$	10.3	$	(0.5)
Working capital	$	88.3	$	77.4	$	10.9

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Historical Cash Flows

	Three Ended March 31,
	2021		2020
Net cash provided by operating activities from continuing operations	$	8.9	$	13.7
Net cash provided by (used in) operating activities from discontinued operations	$	12.0	$	(0.1)
Net cash used in investing activities from continuing operations	$	(0.9)	$	(0.3)
Net cash used in financing activities from continuing operations	$	(5.5)	$	(46.3)
Effects of exchange rates on cash	$	0.0	$	(0.1)
Net increase (decrease) in cash and cash equivalents	$	14.5	$	(33.1)

Our primary liquidity needs are to support working capital requirements in our business and to fund recently declared and any future dividends, funding capital expenditures including expansion of our New Jersey distribution center, continuing investment in upgrading and expanding our technological capabilities and information technology infrastructure specifically related to our e-commerce shopping experience, and sales force productivity and automation, continuing investment in upgrading and expanding our distribution footprint, and funding acquisitions.  We rely principally upon operating cash flow to meet these needs. We currently believe that current cash on hand and cash flow from operations will be sufficient to fund our working capital and other cash requirements for at least the next twelve months inclusive of a continuation of current business conditions. We also believe our current capital structure and cash resources are adequate for our internal growth initiatives. To the extent our growth initiatives expand, including major acquisitions, we would seek to raise additional capital. We believe that, if needed, we can access public or private funding alternatives to raise additional capital.

Our working capital increased $10.9 million primarily related to increased cash, accounts receivable, inventory balances and reduced accrued expenses and other current liabilities partially offset by increased accounts payable balances. Accounts receivable days outstanding were 37.4 in 2021 compared to 36.4 in 2020. Inventory turns were 5.2 in 2021 compared to 5.9 in 2020 and accounts payable days outstanding were 69.2 in 2021 compared to 69.8 in 2020.  We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.

Operating Activities

Net cash provided by operating activities from continuing operations was $8.9 million compared to $13.7 million provided in 2020 attributable to cash generated from net income adjusted by other non-cash items, which provided $7.8 million in 2021 compared to $10.6 million provided by these items in 2020 primarily due to lower net income generated in the first quarter of 2021. Changes in our working capital accounts provided $1.1 million in cash compared to $3.1 million provided in 2020, primarily the result of the changes in accounts payable, accrued expenses, other current liabilities and other liabilities, income taxes payable, accounts receivable and inventory balances. Net cash provided by operating activities from discontinued operations was $12.0 million for the three months ended March 31, 2021 and net cash used in operating activities from discontinued operations was $0.1 million for the three months ended March 31, 2020.

Investing Activities

Net cash used in investing activities totaled $0.9 million and was primarily for warehouse machinery and equipment. Net cash used in investing activities in 2020 totaled $0.3 million primarily for leasehold improvements, warehouse machinery and equipment and molds.

Financing Activities

Net cash used in financing activities totaled $5.5 million in 2021 primarily related to the regular quarterly dividend of $0.16 per share declared in February 2021 which totaled approximately $6.4 million. Proceeds from the issuance of common stock from stock option exercises, net of payments for payroll taxes through shares withheld totaled $0.4 million and proceeds from the issuance of common stock from our employee stock purchase plan totaled $0.5 million. Net cash used in financing activities in 2020 totaled $46.3 million primarily related to the special dividend of $1.00 declared in February 2020 and the regular quarterly dividends of $0.14 per share, which totaled approximately $43.3 million and repurchases of treasury shares of $3.4 million. Proceeds from the issuance of common stock from employee stock purchase plan was $0.4 million and proceeds from stock option exercises was $0.3 million, offset by payments of payroll taxes on stock-based compensation through shares withheld of $0.3 million.

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The Company maintains a $75.0 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 28, 2021 and provides for borrowings in the United States. The Company expects to renew this facility before its expiration in 2021. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions.  The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined).  The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 60% or 85% of the net orderly liquidation value (“NOLV”).   Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral.  The interest rate under the amended and restated facility is computed at applicable market rates based on the London interbank offered rate (“LIBOR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability.  As of March 31, 2021, eligible collateral under the credit agreement was $75.0 million, total availability and excess availability was $72.5 million and there were no outstanding borrowings. The Company has restricted cash collateralizing letters of credit outstanding of $1.6 million at March 31, 2021 recorded within Other assets on the accompanying Condensed Consolidated Balance Sheets. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2021.

We also have certain obligations with various parties that include commitments to make future payments.  Our principal commitments at March 31, 2021 consisted of payments under operating leases for certain of our real property and equipment and payments under employment, product and other service agreements. During the first quarter of 2021 the Company entered into a lease for additional warehouse space and renewed an office space lease. Right of Use assets recorded related to these transactions were approximately $0.7 million.

Levels of earnings and cash flows are dependent on factors such as consolidated gross margin and selling, distribution and administrative costs, product mix and relative levels of domestic and foreign sales.  Unusual gains or expense items, such as special (gains) charges and settlements, may impact earnings and are separately disclosed.  We expect that past performance may not be indicative of future performance due to the competitive nature of our business where the need to adjust prices to gain or hold market share is prevalent.

Macroeconomic conditions, such as business and consumer sentiment, may affect our revenues, cash flows or financial condition.  However, we do not believe that there is a direct correlation between any specific macroeconomic indicator and our revenues, cash flows or financial condition.  We are not currently interest rate sensitive, as we have no debt.

The expenses and capital expenditures described above will require significant levels of liquidity, which we believe can be adequately funded from our currently available cash resources.  In 2021 we anticipate capital expenditures in the range of $5.0 to $7.0 million, though at this time we are not contractually committed to incur these expenditures. 

Historically we have engaged in opportunistic acquisitions, choosing to pay the purchase price in cash, and may do so in the future as favorable situations arise.  However, a deep and prolonged period of reduced business spending could adversely impact our cash resources and force us to either forego future acquisition opportunities or to pay the purchase price in debt, which could have an adverse effect on our earnings. We believe that cash balances and future cash flows from operations will be sufficient to fund our working capital and other cash requirements for the next twelve months.

We maintain our cash and cash equivalents in money market funds or their equivalent that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of March 31, 2021, we had no investments with maturities of greater than three months. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.  At March 31, 2021 cash balances held in foreign subsidiaries totaled approximately $4.8 million. These balances are held in local country banks. The Company had in excess of $106 million of liquidity (cash, restricted cash and undrawn line of credit) in the U.S. as of March 31, 2021.

Off-balance Sheet Arrangements.

The Company has not created, and is not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating the Company’s business.  The Company does not have any arrangements or relationships with entities that are not consolidated into the financial statements that are reasonably likely to materially affect the Company’s liquidity or the availability of capital resources.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, which include changes in U.S. and international interest rates as well as changes in currency exchange rates (principally Canadian dollars) as measured against the U.S. dollar and each other.

The translation of the financial statements of our operations outside of the United States is impacted by movements in foreign currency exchange rates.  Changes in currency exchange rates as measured against the U.S. dollar may positively or negatively affect income statement, balance sheet and cash flows as expressed in U.S. dollars.  We have limited involvement with derivative financial instruments and do not use them for trading purposes.  We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain currency fluctuations, but as of March 31, 2021 we had no outstanding option or forward exchange contracts.

Our exposure to market risk for changes in interest rates relates primarily to our variable rate debt.  Our variable rate debt consists of short-term borrowings under our credit facilities.  As of March 31, 2021, there were no outstanding balances under our variable rate credit facility.  A hypothetical change in average interest rates of one percentage point is not expected to have a material effect on our financial position, results of operations or cash flows.

28

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2021.  Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during the quarterly period ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

29

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims.  The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. Federal and state authorities, as well as Canadian authorities, concerning potential income tax, sales tax and/or "unclaimed property" liabilities.  These matters are in various stages of investigation, negotiation and/or litigation.  The Company's NATG subsidiaries are also being audited by an entity representing 27 states seeking recovery of “unclaimed property” and has received separate demands from 19 states requesting payments of their claimed amounts.  The Company has complied with the unclaimed property audit, has provided requested information and has corresponded with the states regarding possible further discussions. The Company intends to vigorously defend these matters and believes it has strong defenses.

Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period.  The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable.  In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At March 31, 2021 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate.  The Company does not believe that at March 31, 2021 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

30

Item 6. Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

31

SIGNATURES

Pursuant to the requirements 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.

	SYSTEMAX INC.
Date: May 7, 2021	By:	/s/ Barry Litwin
		Barry Litwin
		President and Chief Executive Officer

32

SIGNATURES

Pursuant to the requirements 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.

	SYSTEMAX INC.
Date: May 7, 2021	By:	/s/ Thomas Clark
		Thomas Clark
		Senior Vice President and Chief Financial Officer

33

EX-31.1

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Barry Litwin, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Systemax Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 7, 2021

/s/ Barry Litwin

Barry Litwin, Chief Executive Officer

EX-31.2

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas Clark, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Systemax Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 7, 2021

/s/Thomas Clark

Thomas Clark, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

The undersigned, the Chief Executive Officer of Systemax Inc., hereby certifies that Systemax Inc.'s Form 10-Q for the period ended March 31, 2021 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and that the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Systemax Inc.

Dated: May 7, 2021

/s/ Barry Litwin

Barry Litwin, Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF FINANCIAL OFFICER

The undersigned, the Chief Financial Officer of Systemax Inc., hereby certifies that Systemax Inc.'s Form 10-Q for the period ended March 31, 2021 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and that the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Systemax Inc.

Dated:  May 7, 2021

/s/ Thomas Clark

Thomas Clark, Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	1-13792
Entity Registrant Name	Systemax Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3262067
Entity Address, Address Line One	11 Harbor Park Drive
Entity Address, City or Town	Port Washington
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11050
City Area Code	516
Local Phone Number	608-7000
Title of 12(b) Security	Common Stock ($.01 par value)
Trading Symbol	SYX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,719,099
Entity Central Index Key	0000945114
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 36.9	$ 22.4
Accounts receivable, net	104.7	102.3
Inventories	134.7	132.3
Prepaid expenses and other current assets	6.6	6.8
Total current assets	282.9	263.8
Property, plant and equipment, net	16.6	16.6
Operating lease right-of-use assets	75.3	77.3
Deferred income taxes	7.0	7.6
Goodwill and intangibles	7.0	7.0
Other assets	2.7	2.6
Total assets	391.5	374.9
Current liabilities:
Accounts payable	142.2	125.4
Accrued expenses and other current liabilities	42.6	50.7
Operating lease liabilities	9.8	10.3
Total current liabilities	194.6	186.4
Other liabilities	4.5	4.5
Operating lease liabilities	75.0	77.2
Total liabilities	274.1	268.1
Commitments and contingencies
Shareholders’ equity:
Preferred stock	0.0	0.0
Common stock	0.4	0.4
Additional paid-in capital	193.1	193.5
Treasury stock	(22.3)	(24.0)
Retained (deficit) earnings	(57.3)	(66.5)
Accumulated other comprehensive income	3.5	3.4
Total shareholders’ equity	117.4	106.8
Total liabilities and shareholders’ equity	$ 391.5	$ 374.9

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net sales	$ 251.1	$ 227.3
Cost of sales	173.8	150.6
Gross profit	77.3	76.7
Selling, distribution & administrative expenses	70.7	65.2
Operating income from continuing operations	6.6	11.5
Interest and other (income) expense, net	0.1	0.2
Income from continuing operations before income taxes	6.5	11.3
Provision for income taxes	1.0	3.0
Net income from continuing operations	5.5	8.3
Net income (loss) from discontinued operations	9.7	(0.1)
Net income	$ 15.2	$ 8.2
Net income per common share from continuing operations:
Basic (in dollars per share)	$ 0.15	$ 0.21
Diluted (in dollars per share)	0.14	0.21
Net income (loss) per common share from discontinued operations:
Basic (in dollars per share)	0.26	(0.00)
Diluted (in dollars per share)	0.25	(0.00)
Net income per common share:
Net income per share - Basic (in dollars per share)	0.41	0.21
Net income per share - Diluted (in dollars per share)	$ 0.39	$ 0.21
Weighted average common and common equivalent shares:
Basic (in shares)	37.7	37.7
Diluted (in shares)	37.9	37.9
Dividends declared (in dollars per share)	$ 0.16	$ 1.14

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 15.2	$ 8.2
Other comprehensive income:
Foreign currency translation	0.1	(0.2)
Total comprehensive income	$ 15.3	$ 8.0

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net income from continuing operations	$ 5.5	$ 8.3
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	1.0	1.1
Provision for credit losses	0.4	0.2
Stock-based compensation	0.4	1.0
Provision for deferred taxes	0.5	0.0
Changes in operating assets and liabilities:
Accounts receivable	(2.8)	(7.3)
Inventories	(2.4)	4.6
Prepaid expenses and other assets	0.2	(1.7)
Income taxes payable	0.4	2.9
Accounts payable	17.3	2.3
Accrued expenses, other current liabilities and other liabilities	(11.6)	2.3
Net cash provided by operating activities from continuing operations	8.9	13.7
Net cash provided by (used in) operating activities from discontinued operations	12.0	(0.1)
Net cash provided by operating activities	20.9	13.6
Cash flows from investing activities:
Purchases of property, plant and equipment	(0.9)	(0.3)
Net cash used in investing activities	(0.9)	(0.3)
Cash flows from financing activities:
Proceeds from short-term borrowings	19.6	0.0
Repayment of short-term borrowings	(19.6)	0.0
Dividends paid	(6.4)	(43.3)
Proceeds from issuance of common stock	2.3	0.3
Payment of payroll taxes on stock-based compensation through shares withheld	(1.9)	(0.3)
Proceeds from the issuance of common stock from employee stock purchase plan	0.5	0.4
Purchase of treasury shares	0.0	(3.4)
Net cash used in financing activities	(5.5)	(46.3)
Effects of exchange rates on cash	0.0	(0.1)
Net increase (decrease) in cash	14.5	(33.1)
Cash, cash equivalents and restricted cash– beginning of period	24.0	97.2
Cash, cash equivalents and restricted cash – end of period	38.5	64.1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 0.7	$ 0.0

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$ 36.9	$ 64.1
Restricted cash	1.6	0.0
Cash, cash equivalents and restricted cash	38.5	$ 64.1
Restricted cash collateralizing letters of credit outstanding	$ 1.6

XML

Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained (Deficit) Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning Balance (in shares) at Dec. 31, 2019		37,679,000
Beginning Balance at Dec. 31, 2019	$ 175.5	$ 0.4	$ 189.7	$ (20.4)	$ 2.8	$ 3.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	1.0		1.0
Issuance of restricted stock (in shares)		36,000
Issuance of restricted stock	0.0		(0.6)	0.6
Stock withheld for employee taxes (in shares)		(15,000)
Stock withheld for employee taxes	(0.3)			(0.3)
Proceeds from issuance of common stock (in shares)		30,000
Proceeds from issuance of common stock	0.3		(0.2)	0.5
Issuance of shares under employee stock purchase plan (in shares)		23,000
Issuance of shares under employee stock purchase plan	0.4		0.4
Dividends	$ (43.3)				(43.3)
Purchase of treasury shares (in shares)	(233,249)	(233,000)
Purchase of treasury shares	$ (3.9)			(3.9)
Change in cumulative translation adjustment	(0.2)					(0.2)
Net income	8.2				8.2
Ending Balance (in shares) at Mar. 31, 2020		37,520,000
Ending Balance at Mar. 31, 2020	137.7	$ 0.4	190.3	(23.5)	(32.3)	2.8
Beginning Balance (in shares) at Dec. 31, 2020		37,552,000
Beginning Balance at Dec. 31, 2020	106.8	$ 0.4	193.5	(24.0)	(66.5)	3.4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	0.4		0.4
Issuance of restricted stock (in shares)		65,000
Issuance of restricted stock	0.0		(1.1)	1.1
Stock withheld for employee taxes (in shares)		(47,000)
Stock withheld for employee taxes	(1.9)			(1.9)
Proceeds from issuance of common stock (in shares)		119,000
Proceeds from issuance of common stock	2.3		(0.2)	2.5
Issuance of shares under employee stock purchase plan (in shares)		29,000
Issuance of shares under employee stock purchase plan	0.5		0.5
Dividends	$ (6.0)				(6.0)
Purchase of treasury shares (in shares)	0
Change in cumulative translation adjustment	$ 0.1					0.1
Net income	15.2				15.2
Ending Balance (in shares) at Mar. 31, 2021		37,718,000
Ending Balance at Mar. 31, 2021	$ 117.4	$ 0.4	$ 193.1	$ (22.3)	$ (57.3)	$ 3.5

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements of Systemax Inc., with its subsidiaries, (the "Company") are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America are not required in these interim financial statements and have been condensed or omitted.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Systemax Inc., through its operating subsidiaries, is primarily a direct marketer of brand name and private label industrial and business equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. Systemax operates and is internally managed in one reportable business segment. The Company sells a wide array of industrial and general hard goods and supplies and to a lesser extent products that would fall into the generally recognizable category of maintenance, repair and operations ("MRO"), markets the Company has served since 1949. Because of the large number of products and product categories the Company offers, providing information on the amount of revenue derived from transactions with external customers for each product or groupings of product is impractical.

Included in discontinued operations is the Company’s former North American Technology Group ("NATG") business, which was sold in December 2015 and has been winding down its operations since then. For the three month period ended March 31, 2021, net income from the NATG business totaled $9.7 million (see Note 4, Dispositions and Special (Gains) Charges) and for the three month period ended March 31, 2020, net loss from the NATG business totaled $0.1 million.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2021 and the results of operations for the three month periods ended March 31, 2021 and 2020, statements of comprehensive income (loss) for the three month periods ended March 31, 2021 and 2020, cash flows for the three month periods ended March 31, 2021 and 2020 and changes in shareholders’ equity for the three month periods ended March 31, 2021 and 2020.  The December 31, 2020 Condensed Consolidated Balance Sheet has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2020 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results for the three month period ended March 31, 2021 are not necessarily indicative of the results for the entire year.

Systemax manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31.  For clarity of presentation herein, fiscal years and quarters are referred to as if they ended on the traditional calendar month.  The actual fiscal first quarter ended on April 3, 2021 and March 28, 2020.  The first quarters of both 2021 and 2020 included 13 weeks.

Related Party Transactions

In the first quarter of 2021, the Company recorded approximately $3.0 million in professional fee expense from a law firm which employs an immediate family member of one of the Company's Vice Chairmen. These fees were contingent fees paid upon receipt of $15.0 million in restitution received in the Company's discontinued operations. Amounts outstanding at March 31, 2021 were de minimis and are recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Recent Accounting Pronouncements

Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”).  These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure.

On January 1, 2021 the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles and the methodology for calculating income tax rates in an interim period, among other updates. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

On January 1, 2021, the Company adopted ASU 2020-10, Codification Improvements. This ASU amends a variety of topics in the Codification to improve consistency and clarify the guidance. The effective date of this ASU is for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

XML

Revenue

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Disaggregation of Revenues

The Company believes its presentation of revenue by geography most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and industry factors, including fluctuations in exchange rates between the U.S. and Canada. The following table presents the Company's revenue, from continuing operations, by geography for the three months ended March 31, 2021 and 2020, respectively (in millions):

	Three Months Ended March 31,
	2021		2020
Net sales:
United States	$	233.5	$	215.3
Canada	17.6		12.0
Consolidated	$	251.1	$	227.3

The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation. The Company did not have any material unsatisfied performance obligations or liabilities as of March 31, 2021 and December 31, 2020.

XML

Credit Losses

3 Months Ended

Mar. 31, 2021

Receivables [Abstract]

Credit Losses

Credit Losses

The Company’s trade accounts receivable is one portfolio comprised of commercial businesses operating in the U.S. and to a much lesser extent, Canada. The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables, considering customer financial condition, historical loss experience with its customers, current market economic conditions and forecasts of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected. For the balance of its trade receivables, the Company uses a loss rate method to estimate its credit loss reserve. Historical loss experience rates are calculated using receivable write offs over a trailing twelve-month period and comparing that to the average receivable balances over the same period. That rate is applied to the current accounts receivable portfolio, excluding accounts that have been specifically reserved. Any write offs incurred are recorded against the established reserves.

The Company grants credit to commercial business customers using an electronic application process that evaluates the customer's detailed credit report, reference responses, availability under credit facilities, existing liens, tenure of management and business history, among other factors. Credit terms are typically net 30 days payment required with larger businesses eligible for up to net 90 day terms, if qualified.

The following is a rollforward of the allowances for credit losses related to trade accounts receivable for March 31, 2021 (in millions):

	March 31, 2021
Balance at beginning of period	$	1.7
Current period provision	0.4
Write-offs - trade accounts receivable	(0.6)
Balance at end of period	$	1.5

The following is a rollforward of the allowances for credit losses related to trade receivables for the year ended December 31, 2020 (in millions):

	December 31, 2020
Balance at beginning of period	$	6.8
Current period provision	1.2
Write-offs - trade accounts receivable	(0.7)
Write-offs - notes and other receivables*	(5.6)
Balance at end of period	$	1.7

*$5.6 million of reserves related to notes and other receivables originated in 2016 and this balance was written off in the second quarter of 2020.

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Discontinued Operations and Special (Gains) Charges

3 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Special (Gains) Charges

Discontinued Operations and Special (Gains) Charges

In the first quarter ended March 31, 2021, the Company's discontinued operations received approximately $15.0 million in restitution receipts offset by approximately $3.0 million of professional fees related to the ongoing restitution proceedings and recorded approximately $0.1 million in vendor settlements. Discontinued operations also recorded approximately $0.5 million in benefit from settlement of payable accounts and recorded approximately $2.9 million of income tax expense. The Company expects that total additional exit charges related to discontinued operations after this quarter may aggregate up to $0.5 million.

The following table details liabilities related to the exit costs of the sold businesses that remain as of March 31, 2021 (in millions):

	Accrued exit costs
Balance January 1, 2021	$	2.8
Charged to expense	0.0
Paid or otherwise settled	(0.1)
Balance March 31, 2021	$	2.7

The following table details liabilities related to the exit costs of the sold businesses that remained for 2020 (in millions):

	Accrued exit costs
Balance January 1, 2020	$	2.8
Charged to expense	0.4
Paid or otherwise settled	(0.4)
Balance December 31, 2020	$	2.8

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Net Income (Loss) per Common Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Income (Loss) per Common Share

Net Income (Loss) per Common Share

Net income per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share.  The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Undistributed net income is allocated between common shares outstanding and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Undistributed net losses are not allocated to our participating securities as these participating securities do not have a contractual obligation to share in losses. Net income per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options.  The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method.  Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options.

The following table presents the computation of basic and diluted net income (loss) per share under the two-class method for the three months ended March 31, 2021 and 2020 (in millions, except for per share amounts):

	Three Months Ended March 31,
	2021		2020
Net income from continuing operations	$	5.5	$	8.3
Less: Distributed net income available to participating securities	0.0		(0.3)
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	5.5	$	8.0
Denominator:
Weighted average shares outstanding for basic net income per share	37.7		37.7
Effect of dilutive securities	0.2		0.2
Weighted average shares outstanding for diluted net income per share	37.9		37.9
Net income per share from continuing operations:
Basic	$	0.15	$	0.21
Diluted	$	0.14	$	0.21
Net income (loss) from discontinued operations	$	9.7	$	(0.1)
Net income (loss) per share from discontinued operations:
Basic	$	0.26	$	0.00
Diluted	$	0.25	$	0.00
Net income per share:
Basic	$	0.41	$	0.21
Diluted	$	0.39	$	0.21
Potentially dilutive securities	0.2		0.7

Potentially dilutive securities attributable to outstanding stock options, restricted stock units, and performance share units excluded from the calculation of diluted earnings per share where the combined exercise price and average unamortized fair value are greater than the average market price of Systemax Inc.'s common stock, and their inclusion would be anti-dilutive.

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Credit Facilities	3 Months Ended
	Mar. 31, 2021
Line of Credit Facility [Abstract]
Credit Facilities	Credit Facilities The Company maintains a $75 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 28, 2021 and provides for borrowings in the United States. The Company expects to renew this facility before its expiration in 2021. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions.  The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 60% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the London interbank offered rate (“LIBOR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of March 31, 2021, eligible collateral under the credit agreement was $75.0 million, total availability and excess availability was $72.5 million, and there were no outstanding borrowings. The Company has restricted cash collateralizing letters of credit outstanding of $1.6 million at March 31, 2021 recorded within Other assets on the accompanying Condensed Consolidated Balance Sheets. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2021.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value standards establish the fair value hierarchy to prioritize the inputs used in valuation techniques. There are three levels to the fair value hierarchy (Level 1 is the highest priority and Level 3 is the lowest priority):

Level 1 -	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 -	Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.
Level 3 -	Unobservable inputs which are supported by little or no market activity

Financial instruments consist primarily of investments in cash, trade accounts receivable, debt and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At March 31, 2021 and December 31, 2020, the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy.  

The fair value with respect to goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing. The Company operates in one reporting unit and in the fourth quarter of each year performs a quantitative assessment of its goodwill by comparing the Company's fair market value, or market capitalization, to the carrying value of the Company, including goodwill, to determine if impairment exists. Any excess of the carrying amount over fair value would be charged to impairment expense.

Long-lived assets are assets used in the Company’s operations and include definite-lived intangible assets, leasehold improvements, warehouse and similar property used to generate sales and cash flows.  Long-lived assets are tested for impairment utilizing a recoverability test. The recoverability test compares the carrying value of an asset group to the undiscounted cash flows directly attributable to the asset group over the life of the primary asset.  If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the fair value of the asset group is then measured.  If the fair value is also determined to be less than the carrying value of the asset group, the asset group is impaired.

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Stock Repurchases	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stock Repurchases	Stock Repurchases In July 2018 the Company's Board of Directors approved a share repurchase program with a repurchase authorization of up to two million shares of the Company's common stock. During the first quarter of 2021 no shares were repurchased.During the first quarter of 2020, the Company repurchased 233,249 common shares for approximately $3.9 million

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Legal Proceedings

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings

Legal Proceedings

The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims.  The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. Federal and state authorities, as well as Canadian authorities, concerning potential income tax, sales tax and/or "unclaimed property" liabilities.  These matters are in various stages of investigation, negotiation and/or litigation.   The Company's NATG subsidiaries are also being audited by an entity representing 27 states seeking recovery of “unclaimed property” and has received separate demands from 19 states requesting payments of their claimed amounts.  The Company has complied with the unclaimed property audit, has provided requested information and has corresponded with the states regarding possible further discussions. The Company intends to vigorously defend these matters and believes it has strong defenses.

Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period.  The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable.  In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At March 31, 2021 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate.  The Company does not believe that at March 31, 2021 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

The accompanying condensed consolidated financial statements of Systemax Inc., with its subsidiaries, (the "Company") are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America are not required in these interim financial statements and have been condensed or omitted.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”).  These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure.

On January 1, 2021 the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles and the methodology for calculating income tax rates in an interim period, among other updates. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

On January 1, 2021, the Company adopted ASU 2020-10, Codification Improvements. This ASU amends a variety of topics in the Codification to improve consistency and clarify the guidance. The effective date of this ASU is for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents the Company's revenue, from continuing operations, by geography for the three months ended March 31, 2021 and 2020, respectively (in millions):

	Three Months Ended March 31,
	2021		2020
Net sales:
United States	$	233.5	$	215.3
Canada	17.6		12.0
Consolidated	$	251.1	$	227.3

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Credit Losses (Tables)

3 Months Ended

Mar. 31, 2021

Receivables [Abstract]

Allowance For Credit Losses On Trade Accounts Receivable

The following is a rollforward of the allowances for credit losses related to trade accounts receivable for March 31, 2021 (in millions):

	March 31, 2021
Balance at beginning of period	$	1.7
Current period provision	0.4
Write-offs - trade accounts receivable	(0.6)
Balance at end of period	$	1.5

The following is a rollforward of the allowances for credit losses related to trade receivables for the year ended December 31, 2020 (in millions):

	December 31, 2020
Balance at beginning of period	$	6.8
Current period provision	1.2
Write-offs - trade accounts receivable	(0.7)
Write-offs - notes and other receivables*	(5.6)
Balance at end of period	$	1.7

*$5.6 million of reserves related to notes and other receivables originated in 2016 and this balance was written off in the second quarter of 2020.

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Discontinued Operations and Special (Gains) Charges (Tables)

3 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Special Charge Liabilities

The following table details liabilities related to the exit costs of the sold businesses that remain as of March 31, 2021 (in millions):

	Accrued exit costs
Balance January 1, 2021	$	2.8
Charged to expense	0.0
Paid or otherwise settled	(0.1)
Balance March 31, 2021	$	2.7

The following table details liabilities related to the exit costs of the sold businesses that remained for 2020 (in millions):

	Accrued exit costs
Balance January 1, 2020	$	2.8
Charged to expense	0.4
Paid or otherwise settled	(0.4)
Balance December 31, 2020	$	2.8

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Net Income (Loss) per Common Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the computation of basic and diluted net income (loss) per share under the two-class method for the three months ended March 31, 2021 and 2020 (in millions, except for per share amounts):

	Three Months Ended March 31,
	2021		2020
Net income from continuing operations	$	5.5	$	8.3
Less: Distributed net income available to participating securities	0.0		(0.3)
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	5.5	$	8.0
Denominator:
Weighted average shares outstanding for basic net income per share	37.7		37.7
Effect of dilutive securities	0.2		0.2
Weighted average shares outstanding for diluted net income per share	37.9		37.9
Net income per share from continuing operations:
Basic	$	0.15	$	0.21
Diluted	$	0.14	$	0.21
Net income (loss) from discontinued operations	$	9.7	$	(0.1)
Net income (loss) per share from discontinued operations:
Basic	$	0.26	$	0.00
Diluted	$	0.25	$	0.00
Net income per share:
Basic	$	0.41	$	0.21
Diluted	$	0.39	$	0.21
Potentially dilutive securities	0.2		0.7

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Basis of Presentation (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) segment	Mar. 31, 2020 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of reportable segments | segment	1
Net income (loss) from discontinued operations	$ 9.7	$ (0.1)
Legal Fees | Immediate Family Member of Management or Principal Owner
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Expenses from transaction with related party	3.0
Discontinued Operations - Disposed of by Sale | NATG
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net income (loss) from discontinued operations	9.7	$ (0.1)
Restitution receipts	$ 15.0

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Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 251.1	$ 227.3
Performance obligation	0.0		$ 0.0
United States
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	233.5	215.3
Canada
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 17.6	$ 12.0

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Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Jun. 30, 2020	Dec. 31, 2020
Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	$ 1.7		$ 6.8
Current period provision	0.4		1.2
Balance at end of period	1.5		1.7
Trade Accounts Receivable
Allowance for Credit Losses [Roll Forward]
Write-offs - trade accounts receivable	$ (0.6)		(0.7)
Notes and Other Receivables
Allowance for Credit Losses [Roll Forward]
Write-offs - trade accounts receivable		$ (5.6)	$ (5.6)

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Credit Losses - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2020
Notes and Other Receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Write-offs - trade accounts receivable	$ 5.6	$ 5.6

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Discontinued Operations and Special (Gains) Charges - Narrative (Details) - Discontinued Operations - Disposed of by Sale - NATG $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restitution receipts	$ 15.0
Ongoing restitution proceedings	3.0
Vendor settlements	0.1
Benefit from settlements of payable accounts	0.5
Tax effect of discontinued operation	2.9
Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Additional charges (less than)	$ 0.5

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Discontinued Operations and Special (Gains) Charges - Special Charges Liabilities (Details) - Lease Liabilities and Other Exit Costs - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 2.8	$ 2.8
Charged to expense	0.0	0.4
Paid or otherwise settled	(0.1)	(0.4)
Ending Balance	$ 2.7	$ 2.8

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Net Income (Loss) per Common Share - Schedule of Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Net income from continuing operations	$ 5.5	$ 8.3
Less: Distributed net income available to participating securities	0.0	(0.3)
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	5.5	8.0
Undistributed and distributed net income available to common shareholders	$ 5.5	$ 8.0
Denominator:
Weighted average shares outstanding for basic net income per share (in shares)	37.7	37.7
Effect of dilutive securities (in shares)	0.2	0.2
Weighted average shares outstanding for diluted net income per share (in shares)	37.9	37.9
Net income per share from continuing operations:
Net income per share from continuing operations, basic (USD per share)	$ 0.15	$ 0.21
Net income per share from continuing operations, diluted (USD per share)	$ 0.14	$ 0.21
Net income (loss) from discontinued operations	$ 9.7	$ (0.1)
Net income (loss) per share from discontinued operations:
Net income per share from discontinued operations, basic (in dollars per share)	$ 0.26	$ (0.00)
Net income per share from discontinued operations, diluted (in dollars per share)	0.25	(0.00)
Net income per share - Basic (in dollars per share)	0.41	0.21
Net income per share - Diluted (in dollars per share)	$ 0.39	$ 0.21
Potentially dilutive securities (in shares)	0.2	0.7

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Credit Facilities (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) financial_institution
Line of Credit Facility [Line Items]
Restricted cash collateralizing letters of credit outstanding	$ 1,600,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 75,000,000
Number of financial institutions | financial_institution	1
Revolving credit facility, term	5 years
Percentage of inventory advance rate computed	60.00%
Percentage of inventory advance rate of net orderly liquidation value	85.00%
Eligible collateral under the credit facility	$ 75,000,000.0
Total availability and excess availability under the credit facility	72,500,000
Outstanding borrowings	$ 0
Revolving Credit Facility | Maximum
Line of Credit Facility [Line Items]
Percentage of eligible accounts receivable for borrowings	85.00%

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Fair Value Measurements (Details)	3 Months Ended
	Mar. 31, 2021 reporting_unit
Fair Value Disclosures [Abstract]
Number of reporting units	1

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Stock Repurchases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Jul. 31, 2018
Equity [Abstract]
Number of shares authorized to be repurchased (in shares)			2,000,000
Shares repurchased (in shares)	0	233,249
Shares repurchased, value		$ 3.9

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Legal Proceedings (Details)	Mar. 31, 2021 state
Commitments and Contingencies Disclosure [Abstract]
Number of states seeking recovery of unclaimed property	27
Number of states requesting payment	19