SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

or

Commission File Number:
1-13792

Systemax Inc.
(Exact name of registrant as specified in its charter)

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

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

Securities registered pursuant to Section 12(g) of the Act: NONE

           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 [X] No [ ]
          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best knowledge of the registrant, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. [X]
           Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
           The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2003, which is the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $22,385,000. For purposes of this computation, all executive officers and directors of the Registrant and all parties to the Stockholders Agreement dated as of June 15, 1995 have been deemed to be affiliates. Such determination should not be deemed to be an admission that such persons are, in fact, affiliates of the Registrant.
           The number of shares outstanding of the registrant's common stock as of March 15, 2004 was 34,343,786 shares.
           Documents incorporated by reference: Portions of the definitive Proxy Statement of Systemax Inc. relating to the 2004 annual meeting of stockholders are incorporated by reference in Part III hereof.

EXPLANATORY NOTE

This Form 10-K/A is filed to amend the Annual Report on Form 10-K of Systemax Inc. (the "Company") for the year ended December 31, 2003 (the "Original Form 10-K") to reflect the restatement of the Company’s Consolidated Financial Statements for the year ended December 31, 2003, and to make corresponding changes to Item 1 of Part I, Items 6, 7 and 9A of Part II and Item 15 of Part IV related to the restatement. The restatement is described in Note 2 to the Consolidated Financial Statements accompanying this amendment.

This report continues to speak as of the date of the Original Form 10-K and we have not updated the disclosures in this report to speak to any later date. While this report primarily relates to the historical period covered, events may have taken place since the date of the Original Form 10-K that might have been reflected in this report if they had taken place prior to the filing of the Original Form 10-K. All information contained in this report is subject to updating and supplementing as provided in our periodic reports filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

Part I

Part II

Part IV

PART I

Unless otherwise indicated, all references herein to Systemax Inc. (sometimes referred to as "Systemax", the "Company" or "we") include its subsidiaries.

Forward Looking Statements

           This report contains forward looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward looking statements may be made by the Company from time to time, in filings with the Securities Exchange Commission or otherwise. Statements contained in this report that are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, financing needs, compliance with financial covenants in loan agreements, plans for acquisition or sale of assets or businesses and consolidation of operations of newly acquired businesses, and plans relating to products or services of the Company, assessments of materiality, predictions of future events and the effects of pending and possible litigation, as well as assumptions relating to the foregoing. In addition, when used in this discussion, the words "anticipates," "believes," "estimates," "expects," "intends," "plans" and variations thereof and similar expressions are intended to identify forward looking statements.

           Forward looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and results could differ materially from those set forth in, contemplated by, or underlying the forward looking statements contained in this report. Statements in this report, particularly in "Item 1. Business," "Item 3. Legal Proceedings," "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," and the Notes to Consolidated Financial Statements describe certain factors, among others, that could contribute to or cause such differences.

Item 1. Business.

General

           Systemax is a direct marketer of brand name and private label products, including personal desktop computers ("PCs"), notebook computers, computer related products and industrial products, in North America and Europe. We assemble our own PCs and sell them under the trademarks Systemax™, Tiger® and Ultra™. In addition, we market and sell computers manufactured by other leading companies. We offer our customers a broad selection of products, prompt order fulfillment and extensive customer service. Computers and computer related products accounted for 91% of our net sales in 2003.

           The Company was incorporated in Delaware in 1995. Certain predecessor businesses which now constitute part of the Company have been in business since 1955. Our headquarters office is located at 11 Harbor Park Drive, Port Washington, New York.

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 web site 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 web site (www.sec.gov). The information on our web site 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"):

           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) or can be obtained by writing to Systemax Inc., Attention: Board of Directors (Corporate Governance), 11 Harbor Park Drive, Port Washington, NY 11050.

Recent Developments

Profit Center Software Inc.

           In September 2003 we formed a new subsidiary company, Profit Center Software Inc., to market for general commercial use a number of integrated computer software products we had created initially as a customized software solution for our own business. Offered as Profit Center Software ™, it is a suite of web-based business software applications, including sales force automation, order processing and product management applications, which assist companies in automating their business in order to improve efficiencies and maximize profitability. PCS Inc. is actively seeking customers, but is a new venture with all the attendant business risks normally associated with any new business, including uncertainty of future growth and profitability.

Amendments To Company's 1999 Long Term Stock Incentive Plan

           On May 20, 2003 our Board of Directors approved, subject to stockholder approval, amendments to the Company’s 1999 Long Term Stock Incentive Plan which, among other things, (a) increased the number of Company shares with respect to which awards may be granted under the plan to a total of 5 million shares, (b) increased the limit on yearly award grants to individuals to 1,500,000 shares per type of award and 3,000,000 shares in total, and (c) extended the expiration date of the plan to December 31, 2009. We intend to seek stockholder approval of the plan amendments at our annual stockholders meeting, currently scheduled to be held on May 25, 2004. A copy of the amended plan is an Exhibit to this Annual Report. It will also be annexed to the Company’s proxy statement for the 2004 annual stockholders meeting.

2004 Streamlining Plan

           In February 2004 we announced a plan to streamline the back office and warehouse operations of our computer businesses in the United States. We anticipate that the streamlining will result in the elimination of approximately 200 jobs and, in conjunction with a January 2004 consolidation of United Kingdom sales offices which resulted in the elimination of 50 jobs, will result in approximately $3 million (pre-tax) of severance and other restructuring costs, which will be reflected in our first quarter 2004 results. We expect that this plan will result in annual savings of approximately $8 million, excluding the severance and other restructuring costs to be recognized in fiscal 2004.

Products

           We offer more than 100,000 brand name and private label products. We endeavor to expand and keep current the breadth of our product offerings in order to fulfill the increasingly wide range of product needs of our customers.

           Computer sales include Systemax PCs complemented by offerings of other brand name PCs and notebook computers. Our computer related products include supplies such as laser printer toner cartridges and ink jet printer cartridges; media such as recordable disks and magnetic tape cartridges; peripherals such as hard disks, CD-ROM and DVD drives, printers and scanners; memory upgrades; data communication and networking equipment; ergonomic accessories such as adjustable monitor support arms and anti-glare screens; and packaged software.

          We assemble our Systemax-brand PCs in our 297,000 square foot, ISO-9000-certified facility in Fletcher, Ohio. We purchase components and subassemblies from suppliers in the United States as well as overseas. Certain parts and components for our PCs are obtained from a limited group of suppliers. Systemax PCs sold in Europe are assembled by third parties. We also utilize licensed technology and computer software in the assembly of our PCs. For a discussion of risks associated with these licenses and suppliers, see Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Future Results and Financial Condition."

          Our industrial products include storage equipment such as metal shelving, bins and lockers; light material handling equipment such as hand carts and hand trucks; furniture, small office machines and related supplies; and consumable industrial products such as first aid items, safety items, protective clothing and OSHA compliance items.

          The table below summarizes our mix of sales by product category:

           Product Type - Years Ended December 31 (Percentage of net sales)

                                                                         2003     2002       2001
                                                                         ----     ----       ----
      Computer and Computer Related Products  ........................    91%       90%       89%
      Industrial Products ............................................     9        10        11
                                                                           -        --        --
      Total  .........................................................   100%      100%      100%
                                                                         ====      ====      ====

Sales and Marketing

           We market our products to both business customers and individual consumers. Our business customers include large businesses (customers with more than 1,000 employees), small and mid-sized businesses (customers with 20 to 1,000 employees), educational organizations and government entities. We have invested consistently and aggressively in developing a proprietary customer and prospect database. This database includes more than 50 million names. We consider our business customers to be the various individuals who work within an organization rather than the business location itself. The business customer and prospect database includes detailed information, including company size, number of employees, industry, various demographic and geographic characteristics and purchasing history.

           We have established an integrated three-pronged system of direct marketing to business customers, consisting of relationship marketers, catalog mailings and propriety internet web sites, designed to maximize sales. Our relationship marketers focus their efforts on our business customers by establishing a personal relationship between such customers and a Systemax account manager. The goal of the relationship marketing sales force is to increase the purchasing productivity of current customers and to actively solicit newly targeted prospects to become customers. With access to the records we maintain of historical purchasing patterns, our relationship marketers are prompted with product suggestions to expand customer order values. In the United States, we also have the ability to provide such customers with electronic data interchange ("EDI") ordering and customized billing services, customer savings reports and stocking of specialty items specifically requested by these customers. Our relationship marketers’ efforts are supported by frequent catalog mailings and e-mail campaigns designed to generate inbound telephone sales, and our interactive websites, which allow customers to purchase products directly over the Internet. We believe that the integration of these three marketing methods enables us to more thoroughly penetrate our business and government customer base. Increased internet exposure can lead to more internet–related sales and can also generate more inbound telephone sales; just as catalog mailings which feature our websites can result in greater internet-related sales.

           We successfully increased our sales to individual consumers through our Tiger Direct subsidiary, using a combination of e-commerce initiatives and catalog mailings. To reach our consumer audience, we use methods such as website campaigns, banner ads and e-mail campaigns. We are able to monitor and evaluate the results of our various advertising campaigns to enable us to execute them in a cost-effective manner. Our catalogs generate calls to inbound sales representatives. These sales representatives use our information systems to fulfill orders and explore additional customer product needs. Sales to consumers are generally fulfilled from our own stock, requiring us to carry more inventory than we would for our business customers. We also periodically take advantage of attractive product pricing by making opportunistic bulk inventory purchases with the objective of turning them quickly into sales.

           We have also successfully increased our sales to individual consumers with the addition of a number of retail outlet stores. These stores are located in or near one of our existing sales and distribution centers, thereby minimizing our operating costs. We presently have four such retail locations in North America and plan to add several more in 2004.

           Catalogs

           We currently produce a total of 30 full-line and targeted specialty catalogs under distinct titles. Our portfolio of catalogs includes such established brand names as Global Computer Supplies™, TigerDirect.com™, Misco®, HCS Misco™, Global Industrial, ArrowStar™, Dartek.com™ and 06™. Full-line computer product catalogs offer products such as PCs, notebooks, peripherals, computer components, magnetic media, data communication, networking and power protection equipment, ergonomic accessories, furniture and software. Full-line industrial product catalogs offer products such as material handling products and industrial supplies. Specialty catalogs contain more focused product offerings and are targeted to individuals most likely to purchase from such catalogs. We mail catalogs to both businesses and consumers. In the case of business mailings, we mail our catalogs to many individuals at a single business location, providing us with multiple points-of-entry. Our in-house staff designs all of our catalogs. In-house catalog production helps reduce overall catalog expense and shortens catalog production time. This allows us the flexibility to alter our product offerings and pricing and to refine our catalog formats more quickly. Our catalogs are printed by third parties under fixed pricing arrangements. The commonality of certain core pages of our catalogs also allows for economies in catalog production.

           During 2003, we distributed approximately 97 million catalogs, of which approximately 62 million catalogs were mailed in North America and approximately 35 million catalogs were distributed in Europe. This total was approximately 9% fewer than in the prior year as we were able to leverage our advertising spending as a result of increased internet sales.

           E-commerce

           We continually upgrade the capabilities and performance of our internet web sites. We currently have twenty-two e-commerce sites, including www.systemaxpc.com, www.globalcomputer.com, www.tigerdirect.com, www.dartek.com, www.misco.co.uk, www.simply.co.uk, www.hcsmisco.fr, www.misco.de and www.globalindustrial.com, offering a wide variety of computer and industrial products and allowing customers around-the-clock, on-line access to purchase products. Our internet sites feature on-line catalogs of thousands of products. Many of these sites also permit customers to purchase "build to order" PCs configured to their own specifications. In 2003 we had over $384 million in internet-related sales, representing 23.2% of total revenues, an increase of $126 million from 2002.

Customer Service and Support

          We generally provide toll-free telephone number access to our customers. Certain of our domestic call centers are linked to provide telephone backup in the event of a disruption in phone service. In addition to telephone orders, we also receive orders by mail, fax, electronic data interchange and on the internet.

           Orders are fulfilled on a timely basis and are generally shipped by United Parcel Service in the United States and by similar national small package delivery services in Europe, as well as by various freight lines and local carriers. Most customers receive their orders (other than custom items, large furniture and large industrial items shipped directly by the vendor) within one or two business days of the order date as a result of the regional locations of our distribution centers.

           We provide extensive technical telephone support to our Systemax brand PC customers. We maintain a database of commonly asked questions for our technical support representatives, enabling them to respond quickly to similar questions. We conduct regular on-site training seminars for our sales representatives to help ensure that they are well trained and informed regarding our latest product offerings.

Sales and Distribution Centers

           A large number of our products are carried in stock, and orders for such products are fulfilled directly from our distribution centers, typically on the day the order is received. The strategic locations of our distribution centers allow next day or second day delivery via low cost ground carriers throughout most of the United States, Canada and Western Europe. We maintain relationships with a number of large distributors in the United States and Europe that deliver products directly to our customers.

           North America

           We operate out of multiple sales and distribution facilities in North America. Certain of these facilities are linked by a wide area network management information system. In the event of adverse delivery conditions, such as bad weather at a location, we can shift inbound calls and/or order fulfillment and shipping to an alternate location. We believe this provides us with important operating flexibility and protection from possible sales interruptions for our North American businesses.

           Europe

           We have sales and/or distribution facilities in eight European countries and a central office in the United Kingdom to direct their activities. The central office is responsible for marketing support, financial reporting, logistics and computer website and programming support. The locations of our distribution centers in Europe have enabled us to market into four additional countries with limited incremental investment.

Suppliers

           We purchase the majority of our products and components directly from manufacturers and large wholesale distributors. For the year ended December 31, 2003, Tech Data Corporation accounted for 14.7% and Ingram Micro Inc. accounted for 10.3% of our purchases. For the year ended December 31, 2002, Tech Data Corporation accounted for 14.7% of our purchases. For the year ended December 31, 2001, Tech Data Corporation accounted for 15.1% and Hewlett Packard Company accounted for 10.5% of our purchases. The loss of any of these vendors, or any other key vendors, could have an adverse effect on us.

           Certain private label products are manufactured by third parties to our specifications. Many of these private label products have been designed or developed by our in-house research and development teams. See "Research and Development."

Research and Development

           Our research and development teams design and develop products for our private label offerings. The individuals responsible for research and development have backgrounds in engineering and industrial design.

           This in-house capability provides important support to the private label offerings. Products designed include PCs, servers, furniture, ergonomic monitor support arms, printer and monitor stands, wrist rests and other durable computer related products, storage racks and shelving systems, various stock and storage carts, work benches, plastic bins and shop furniture. We own the tooling for many of these products, including plastic bins, computer accessories, furniture and metal alloy monitor arms. See "Research and Development Costs" in Footnote 1 to the Consolidated Financial Statements for further information.

Competition and Other Market Factors

           Personal Computers

          The North American and European computer markets are highly competitive, with many U.S., Asian and European companies vying for market share. There are few barriers of entry to the PC market, with PCs being sold through the direct market channel, mass merchants, over the internet and by computer and office supply superstores.

           Timely introduction of new products or product features are critical elements to remaining competitive. Other competitive factors include product performance, quality and reliability, technical support and customer service, marketing and distribution and price. Some of our competitors have stronger brand-recognition, broader product lines and greater financial, marketing, manufacturing and technological resources than us. Additionally, our results could also be adversely affected should we be unable to maintain our technological and marketing arrangements with other companies, such as Microsoft®, Intel® and Advanced Micro Devices®.

           While economic conditions in the United States have recently begun to improve after several years of adverse conditions, economic conditions in Europe continue to be unsettled, and, on balance, PC sales continue to be slow. This continued slowness has resulted in lower selling prices among our competitors, creating an extremely competitive environment that has affected, and may continue to affect, profitability over the short-term. Our long-term view of the PC market, however, remains optimistic, assuming that the strengthening of U.S. economic conditions continues and conditions in Europe improve.

           Computer Related Products

           The North American computer related products market is highly fragmented and characterized by multiple channels of distribution including direct marketers, local and national retail computer stores that carry computer supplies, computer resellers, mass merchants, computer and office supply "superstores" and internet-based resellers. In Europe, our major competitors are regional or country-specific retail and direct-mail distribution companies and internet-based resellers.

           As with PCs, the continued slowness of the global economy means the environment remains highly competitive, resulting in the continued reduction in retail prices for computer related products, which may continue to adversely affect our revenues and profits. Additionally, we rely in part upon the introduction of new technologies and products by other manufacturers in order to sustain long-term sales growth and profitability. There is no assurance that the rapid rate of such technological advances and product development will continue.

           Industrial Products

          The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels such as retail outlets, small dealerships, direct mail distribution, internet-based resellers and large warehouse stores. We also face competition from manufacturers' own sales representatives, who sell industrial equipment directly to customers, and from regional or local distributors. Many high volume purchasers, however, utilize catalog distributors as their first source of product. In the industrial products market, customer purchasing decisions are primarily based on price, product selection, product availability, level of service and convenience. We believe that direct marketing via catalog, the internet and sales representatives is an effective and convenient distribution method to reach mid-sized facilities that place many small orders and require a wide selection of products. In addition, because the industrial products market is highly fragmented and generally less brand oriented, it is well suited to private label products. We sell a minor amount of industrial products in Europe.

Employees

          As of December 31, 2003, we employed a total of 3,130 employees, including 3,040 full-time and 90 part-time employees, of whom 1,826 were in North America and 1,304 were in Europe.

Environmental Matters

          Under various national, state and local environmental laws and regulations in North America and Europe, a current or previous owner or operator (including the lessee) of real property may become liable for the costs of removal or remediation of hazardous substances at such real property. Such laws and regulations often impose liability without regard to fault. We lease most of our facilities. In connection with such leases, we could be held liable for the costs of removal or remedial actions with respect to hazardous substances. Although we have not been notified of, and are not otherwise aware of, any material environmental liability, claim or non-compliance, there can be no assurance that we will not be required to incur remediation or other costs in connection with environmental matters in the future.

Financial Information About Foreign and Domestic Operations

We conduct our business in North America (the United States and Canada) and Europe. The following sets forth our operations in those two geographic markets (in thousands):

     2003                                          Europe                   North America          TOTAL
     ----                                        ------------            -----------------     -------------
     Net sales..............................      $631,545                  $1,026,233         $  1,657,778
     Income (loss) from operations..........       $(5,243)                    $14,530               $9,287
     Identifiable assets....................      $140,126                    $306,593             $446,719

     2002                                          Europe                   North America          TOTAL
     ----                                        ------------            -----------------     -------------
     Net sales..............................      $587,712                    $963,805         $  1,551,517
     Income (loss) from operations..........        $7,823                    $(15,604)             $(7,781)
     Identifiable assets....................      $130,651                    $307,253             $437,904

     2001                                          Europe                   North America          TOTAL
     ----                                        ------------            -----------------     -------------
     Net sales..............................      $564,360                    $982,615         $  1,546,975
     Income (loss) from operations..........       $18,229                    $(15,699)             $ 2,530
     Identifiable assets....................      $121,717                    $332,730             $454,447

PART II

Item 6. Selected Financial Data.

           The following selected financial information is qualified by reference to, and should be read in conjunction with, the Company's Consolidated Financial Statements and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained elsewhere in this report. The selected income statement data for the years ended December 31, 2003, 2002 and 2001 and the selected balance sheet data as of December 31, 2003 and 2002 is derived from the audited consolidated financial statements which are included elsewhere in this report. The selected balance sheet data as of December 31, 2001, 2000 and 1999 and the selected statement of operations data for the years ended December 31, 2000 and 1999 is derived from the audited financial statements of the Company which are not included in this report.

                                                                        Years Ended December 31
                                                                        -----------------------
                                                   (In  millions,  except per common share data and number of catalog titles)
                                                   --------------------------------------------------------------------------
                                                              2003(1)        2002         2001        2000         1999
                                                   --------------------------------------------------------------------------
Statement of Operations Data:
-----------------------------
Net sales                                                      $1,657.8     $1,551.5     $1,547.0    $1,686.1     $1,754.5
Gross profit                                                     $265.0       $265.6       $276.9      $209.9       $314.5
Selling, general & administrative expenses                       $251.5       $256.1       $271.6      $270.9       $254.7
Restructuring and other charges                                    $1.7        $17.3         $2.8
Income (loss) from operations                                      $9.3        $(7.8)        $2.5      $(61.0)        $59.8
Provision (benefit) for income taxes                               $4.4        $(1.0)         $.4      $(24.5)        $24.5
Income (loss) before cumulative effect of change in
   accounting principle, net of tax                                $3.3        $(8.0)         $.7      $(40.8)        $36.0
Cumulative effect of change in accounting principle, net
   of tax                                                                     $(51.0)
Net income (loss)                                                  $3.3       $(58.9)         $.7      $(40.8)        $36.0
Net income (loss) per common share, basic and diluted:
Income (loss) before cumulative effect of change in
   accounting principle, net of tax                                $.10        $(.23)        $.02      $(1.19)        $1.01
Cumulative effect of change in accounting principle, net
   of tax                                                                     $(1.50)
Net income (loss) per common share, basic and diluted              $.10       $(1.73)        $.02      $(1.19)        $1.01
Weighted average common shares outstanding:
Basic                                                              34.2         34.1         34.1        34.3         35.8
Diluted                                                            34.9         34.1         34.1        34.3         35.8

Selected Operating Data:
Orders entered                                                      4.4          4.0          4.0         3.9          4.4
Number of catalogs distributed                                       97          106          126         157          171
Number of catalog titles                                             30           37           38          37           37

Balance Sheet Data:
Working capital                                                  $145.5       $133.3       $103.3      $106.7       $186.9
Total assets                                                     $446.7       $437.9       $454.4      $538.0       $551.8
Short-term debt                                                   $20.8        $21.2         $2.8       $48.6         $9.0
Long-term debt, excluding current portion                         $18.4        $17.5                                  $1.7
Shareholders' equity                                             $210.1       $201.9       $254.9      $255.7       $310.2

(1) As restated, see Note 2 to the Consolidated Financial Statements included in Item 15.

Restatement of Previously Issued Financial Statements

          On February 21, 2005 we announced that we would restate our previously issued financial statements for the year ended December 31, 2003 and the first three quarters of fiscal 2004 as a result of errors discovered in the accounting for inventory at our United Kingdom subsidiary. This discussion and analysis of our results of operations and financial condition gives effect to the restatement described in Note 2 to the consolidated financial statements.

Overview

          We are a direct marketer of brand name and private label products, including personal desktop computers, notebook computers, computer related products and industrial products in North America and Europe. We assemble our own PCs and sell them under our own trademarks, which we believe gives us a competitive advantage. We also sell computers manufactured by other leading companies, such as IBM and Hewlett Packard. We offer more than 100,000 products and continuously update our product offerings to address the needs of our customers, which include large, mid-sized and small businesses, educational and government entities as well as individual consumers. Computers and computer related products account for more than 90% of our net sales, and, as a result, we are dependent on the general demand for information technology products.

          The market for computer products is subject to intense price competition and is characterized by narrow gross profit margins. Distribution of information technology products is working capital intensive, requiring us to incur significant costs associated with the warehousing of many products, including the costs of leasing warehouse space, maintaining inventory and tracking systems, and employing personnel to perform the associated tasks. We supplement our product availability by maintaining relationships with major distributors, utilizing a combination of stocking and drop-ship fulfillment.

           During fiscal 2002 and 2003, our performance and that of the industry as a whole was impacted negatively by the global economic downturn and cautious information technology spending. As it became evident that the industry was experiencing a prolonged economic downturn, we took measures to align our cost structure with lower revenues and decreasing gross margins. The primary component of our operating expenses historically has been employee related costs, which includes items such as wages, commissions, bonuses, and benefits. We have recently made substantial reductions in our workforce and closed or consolidated several facilities. We have reduced selling, general and administrative expenses from 17.6% of net sales in 2001 to 14.3% (on a comparable basis) of net sales in 2003. In the first quarter of 2004 we announced and began the implementation of a plan to streamline our United States computer business. This plan will consolidate duplicative back office and warehouse operations, which we expect to result in annual savings of approximately $8 million excluding severance and other restructuring costs of approximately $3 million to be recognized in fiscal 2004.

          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 principles and estimates affect the financial statements.

Results of Operations

          We had net income for the year ended December 31, 2003 of $3.3 million. For the year ended December 31, 2002, we had a net loss of $58.9 million, after recording a cumulative effect of a change in accounting principle of $51 million, net of tax, to reflect the impairment of the entire carrying amount of goodwill. We had net income for the year ended December 31, 2001 of $653,000.

          The following table represents our consolidated statement of operations data expressed as a percentage of net sales for the three most recent fiscal years:

                                                                       2003          2002        2001
                                                                       ----          ----        ----
Net sales                                                            100.0%        100.0%      100.0%
Gross profit                                                          16.0%         17.1%       17.9%
Selling, general and administrative expenses                          15.2%         16.5%       17.6%
Restructuring and other charges                                        0.1%          1.1%        0.2%
Goodwill impairment                                                    0.2%
Income (loss) from operations                                          0.6%        (0.5)%        0.2%
Interest expense                                                       0.1%          0.1%        0.1%
Income taxes                                                           0.3%        (0.1)%
Income (loss) before cumulative effect of change in accounting         0.2%        (0.5)%        0.1%
  principle, net of tax
Cumulative effect of change in accounting principle, net of tax                    (3.3)%
Net income (loss)                                                      0.2%        (3.8)%        0.1%

NET SALES

          Net sales for the year ended December 31, 2003 were $1.658 billion, an increase of 6.8% from $1.552 billion for the year ended December 31, 2002. North American sales were $1.026 billion, a 6.5% increase from last year’s $963.8 million. The increase in North American sales was a result of growth in our consumer business. Continued weakness in demand for information technology products from corporate customers resulted in lower sales to those customers. European sales, in US dollars, increased 7.5% to $631.5 million for 2003 (representing 38.1% of worldwide sales) compared to $587.7 million (representing 37.9% of worldwide sales) in the year-ago period. Movements in foreign exchange rates positively impacted European sales for 2003 by approximately $81.0 million. If currency exchange rates for 2002 had prevailed in 2003, European sales would have decreased 6.4% from the prior year. Lower demand and the effect of exchange rate movements on product pricing in certain European markets resulted in decreased local currency denominated sales.

          Net sales of $1.552 billion in 2002 were $4.5 million or 0.3% higher than the $1.547 billion reported in 2001. The weak worldwide economic environment resulted in reduced demand, particularly in the technology sector. While sales to individual consumers showed growth, sales to business customers remained weak, as the anticipated replacement cycle for PCs continued to be deferred due to our business customers’ desire to reduce capital expenditures. PC sales were $350 million in 2002, representing 22.6% of the Company’s net sales, which was largely unchanged from 2001. Sales in North America decreased 1.9% to $964 million in 2002 from $983 million in 2001 primarily as a result of the continuing economic slowdown in the United States. European sales increased 4.1% to $588 million in 2002 from $564 million in 2001. Movements in foreign exchange rates positively impacted the European sales comparison by approximately $24.8 million in 2002 compared to 2001. Excluding the movements in foreign exchange rates, European sales would have been substantially unchanged from the prior year.

          European economies continued to weaken during 2003, which is reflected in our results. We suffered declines in local currencies in 2003 after a relatively flat year in 2002 and slowing growth in 2001. The table below reflects European sales for the three reported years at constant (2001) exchange rates (in millions):

                                                      2003         2002         2001
                                                      ----         ----         ----
       European sales as reported                    $631.5       $587.7       $564.4
       European sales at 2001 exchange rates         $528.3       $563.2       $564.4

GROSS PROFIT

           Gross profit, which consists of net sales less product cost, shipping, assembly and certain distribution center costs, was $265.0 million, or 16.0% of net sales, compared to $265.6 million, or 17.1% of net sales, in the year-ago period, a decrease of $600,000.  As a result of adopting Emerging Issues Task Force ("EITF") Issue No. 02-16, "Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor", $14.5 million of vendor consideration was recorded as a reduction of cost of sales in 2003. Excluding the impact of EITF 02-16, and therefore on a non-GAAP basis, the gross profit margin would have been 15.1% in 2003 compared to 17.1% in 2002. (The non-GAAP gross profit margin has been included here to provide comparability to the prior year.) The decline in the gross profit margin was due to continued pricing pressure resulting from weak market demand and response to competition and changes in the mix of products sold, as customers continue to shift to lower-priced solutions.

           Gross profit was $265.6 million in 2002, down 4.1%, or $11.3 million, from $276.9 million in 2001. As a percentage of sales, gross profit fell to 17.1% in 2002, from 17.9% in 2001. This decline resulted from a decline in the gross profit ratio in the Company’s European operations, which was affected by intense pricing pressure in certain of its markets. The gross profit ratio in the Company’s North American business decreased only slightly from 2001 as pricing pressures were partially offset by cost reductions resulting from initiatives undertaken in recent years and production efficiencies achieved in the Company’s PC assembly business.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

           Selling, general and administrative expenses for 2003 were $251.5 million compared to $256.1 million in 2002, a net decrease of $4.6 million or 1.8%. The decrease was realized in our North American operations and included decreased television advertising spending related to sales of the Company’s PCs. In addition, as a result of increased internet sales, we were able to leverage our total advertising spending and reduce our other advertising expenses by reducing the number of catalogs we mailed. These decreases were partially offset by approximately $13 million of increased costs in Europe resulting from the effects of changes in foreign exchange rates and the effects of the adoption of EITF 02-16. The adoption of EITF 02-16 resulted in the reclassification of $14.5 million of vendor consideration as a reduction of cost of sales, which would previously have been recorded as a reduction of advertising expense. As a percentage of sales, selling, general and administrative expenses were 15.2% (14.3% on a non-GAAP basis before the adoption of EITF 02-16) compared to 16.5% in the year-ago period.

           Selling, general and administrative expenses totaled $256.1 million, or 16.5% of net sales, in 2002, a decrease of $15.6 million, or 5.7%, compared to $271.6 million, or 17.6% of net sales, in 2001. Reductions in catalog costs comprised the largest portion of the decrease. The Company also reduced its employee count in the United States, lowering its salary expense and related benefit costs in 2002. Selling, general and administrative expenses also declined as a result of actions taken to reduce costs and tighten discretionary spending. These reductions were partially offset by increased salary and other operating expenses in the Company’s European operations.

RESTRUCTURING AND OTHER CHARGES

          In the fourth quarter of 2003 we implemented a plan to consolidate the warehousing facilities in our United States computer supplies business. We recorded $713,000 of costs related to this plan in the fourth quarter, including $233,000 of non-cash costs for impairment of the carrying value of fixed assets and $480,000 of charges for other exit costs.

          During 2002 we implemented a plan to consolidate the activities of our three United Kingdom locations into a new facility we had constructed. We incurred $4.1 million of costs associated with the plan, including $1.9 million for recruitment, staff relocation and severance and benefits for approximately 150 terminated employees, $1.7 million of charges for other exit costs, primarily facilities closing and lease terminations, and $0.5 million of non-cash costs for impairment of the carrying value of fixed assets. During the fourth quarter of fiscal 2003 we recorded $2.2 million of additional costs, net of reductions, related to this plan as a charge to operations. These charges consisted of $1.6 million of other restructuring activities as we adjusted the original estimates of lease and contract termination costs and $600,000 of additional non-cash asset impairments, related to buildings vacated.

          In 2001 approximately $2 million of previously capitalized costs associated with software projects abandoned were written off. We also incurred approximately $750,000 of costs in 2001 related to the consolidation of one of our domestic warehouse locations.

          In August 2003 we settled our litigation with a software developer and reversed a previously recorded liability of $1.3 million, which was no longer required.

           During the second quarter of 2003, we purchased the minority ownership of our Netherlands subsidiary for approximately $2.6 million, pursuant to the terms of the original purchase agreement. All of the purchase price was attributable to goodwill and, as a result of an impairment analysis, was written off in accordance with Statement of Financial Accounting Standards 142, "Goodwill and Other Intangible Assets."

           During the second quarter of 2002 we recorded a non-recurring write-off of $13.2 million resulting from our decision to discontinue development of internal-use computer software.

INCOME (LOSS) FROM OPERATIONS

          We had income from operations of $9.3 million in 2003, a loss from operations of $7.8 million in 2002 and income from operations for the year ended December 31, 2001 of $2.5 million. Results in 2003 include restructuring and other charges of $1.7 million and a goodwill impairment charge of $2.6 million. The loss from operations in 2002 includes $17.3 million of restructuring and other charges. Income from operations in 2001 includes the elimination of a liability of $3 million recorded in a prior year which we determined was no longer required and expense of $2.8 million for restructuring and other charges. We had a loss from operations in Europe in 2003 of $5.2 million, compared to income from operations of $7.8 million in 2002 and $18.2 million in 2001. European results declined as a result of decreased gross profit, increased selling, general and administrative expenses and $4.8 million of restructuring and other charges.

INTEREST AND OTHER INCOME AND INTEREST EXPENSE

           Interest expense was $2.3 million in 2003, $1.7 million in 2002 and $1.8 million in 2001. The increased expense in 2003 resulted from increased short-term borrowings under our United Kingdom facility and a full year of interest expense on long-term obligations incurred in 2002. We had decreased borrowings under our United States and United Kingdom short-term credit facilities in 2002, the effect of which was partially offset by interest expense on new long-term borrowings entered into during the year. Interest and other income was $0.8 million in 2003, $0.4 million in 2002 and $0.3 million in 2001.

INCOME TAXES

          We recorded an income tax provision of $4.3 million in 2003, an income tax benefit of $1.0 million in 2002 and an income tax provision of $389,000 in 2001. The effective rates were 56.5 % in 2003, 11.5% in 2002 and 37.3% in 2001. The effective tax rate in 2003 was adversely affected by the goodwill impairment write-off, which is not tax deducible. The mix in taxable income and losses between our U. S. and foreign operations and the expected utilization of our deferred tax assets significantly impacted the recording of the 2002 tax benefit. In 2002, we also incurred additional tax expense in connection with audit assessments in two of our foreign subsidiaries. For the years ended December 31, 2003 and 2002, we have not recognized certain foreign tax credits, certain state tax benefits on losses in the United States and certain benefits on losses in foreign tax jurisdictions due to our inability to carry such credits and losses back to prior years. Accordingly, valuation allowances were recorded against the deferred tax assets associated with those tax credits and net operating loss carryforwards.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

           During the first half of 2002, we completed the transitional review for goodwill impairment required by SFAS 142. The review indicated that the entire carrying value of the goodwill recorded on our balance sheet was impaired as of January 1, 2002. Accordingly, we recorded a transitional impairment loss of $68 million ($51 million net of tax or a net loss per share of $1.50) as a cumulative effect of change in accounting principle in our statements of operations for the year ended December 31, 2002.

NET INCOME (LOSS)

          As a result of the above, net income for 2003 was $3.3 million, or $.10 per basic and diluted share, the net loss for 2002 was $58.9 million, or $1.73 per basic and diluted share, and net income for 2001 was $653,000, or $.02 per basic and diluted share.

Seasonality

          Net sales have historically been modestly weaker during the second and third quarter as a result of lower business activity during those months. The following table sets forth the net sales, gross profit and income (loss) from operations for each of the quarters since January 1, 2002 (amounts in millions).

 2003                                      March 31    June 30    September 30   December 31
 ----                                      --------    -------    ------------   -----------
 Net sales...............................     $426       $389         $405         $438
 Percentage of year's net sales .........      25.7%      23.5%        24.4%        26.4%
 Gross profit............................      $72        $63          $66          $64
 Income (loss) from operations...........       $8        $(1)          $3           $-

 2002                                      March 31    June 30    September 30   December 31
 ----                                      --------    -------    ------------   -----------
 Net sales...............................     $412       $364         $372         $403
 Percentage of year's net sales .........      26.6%      23.4%        24.0%        26.0%
 Gross profit............................      $74        $62          $63          $67
 Income (loss) from operations...........       $1       $(14)          $2           $4

Financial Condition, Liquidity and Capital Resources

           Liquidity is the ability to generate sufficient cash flows to meet obligations and commitments from operating activities and the ability to obtain appropriate financing and to convert into cash those assets that are no longer required to meet existing strategic and financing objectives. Therefore, liquidity cannot be considered separately from capital resources that consist of current and potentially available funds for use in achieving long-range business objectives and meeting debt service commitments. Currently, our liquidity needs arise primarily from working capital requirements and capital expenditures.

          Our working capital was $146 million at December 31, 2003, an increase of $13 million from $133 million at the end of 2002. This was due principally to a $36 million increase in inventories, a $4 million increase in accounts receivable and a $13 million decrease in accrued expense and other current liabilities offset by a $24 million decrease in cash, a $3 million decrease in prepaid expenses and other current assets and a $13 million increase in accounts payable. Our inventories increased to meet the needs of our growing consumer base, as increased stock levels facilitate such sales, while sales to business customers include a large portion of merchandise shipped directly by our vendors. The increase in accounts receivable was less pronounced, as sales to consumers are generally paid by credit card, which have a 2-3 day shipment-to-cash cycle compared to the normal 30-day payment terms offered to our business customers. We expect that future accounts receivable and inventory balances will fluctuate with the mix of our net sales between consumer and business customers.

          We maintain our cash and cash equivalents primarily in money market funds or their equivalent. As of December 31, 2003, all of our investments mature in less than three months. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.

          Our cash balance decreased $24.3 million to $38.7 million during the year ended December 31, 2003. Net cash used in operating activities was $6.9 million in 2003, compared with net cash provided by operating activities of $4.9 million in 2002 and $95.6 million in 2001. The decrease in cash provided by operations in 2003 resulted from changes in our working capital accounts, which used $28.5 million in cash compared to $16.8 million in 2002, and resulted primarily from the increase in our inventories and a decrease in accounts payable and accrued expenses. This was partially offset by an increase in cash generated from net income adjusted by other non-cash items, which provided $21.5 million in 2003, compared to $21.6 million provided by these items in 2002. The decrease of $90.7 million in cash provided by operations in 2002 was primarily a result of changes in working capital, which used $16.8 million in cash compared to $66.2 million provided in 2001, and resulted primarily from increases in our inventories, accounts receivable and prepaid expenses. Cash was provided by operations in 2001 by inventory reductions, decreases in accounts receivable and receipt of a tax refund resulting from the loss recorded in the United States in 2000, offset by a decrease in accounts payable.

          In 2003, $11.2 million of cash was used in investing activities, principally $8.7 million for the purchase of property, plant and equipment, and $2.6 million for the acquisition of the minority interest in our Netherlands subsidiary. The capital expenditures in 2003 included upgrades and enhancements to our information and communications systems hardware and facilities costs for the opening of several retail stores. Cash of $14.7 million was used in investing activities in 2002. This included $15.4 million of additions to property, plant and equipment, primarily for the completion of a new facility for our United Kingdom operations. In 2001 we used cash in investing activities of $23.8 million, primarily for property, plant and equipment additions. These expenditures included $9.5 million for software and systems development and $5.5 million toward the construction of our United Kingdom facility. We anticipate no major capital expenditures in 2004 and will fund any capital expenditures out of cash from operations and borrowings under our credit lines.

          Net cash of $1.9 million was used in financing activities in 2003. Cash of $4.2 million was used to repay short and long-term obligations, which was partially offset by $1.5 million of cash provided by the issuance of capital leases and $759,000 provided by the exercise of stock options. Cash of $33.8 million was provided by financing activities in 2002 from bank borrowings and the mortgaging of our Georgia distribution facility and new United Kingdom facility. In 2001, $45.8 million of cash was used in financing activities, all of which paid down short-term borrowings.

           Under our $70 million United States secured revolving credit agreement, which expires in June 2004, availability as of December 31, 2003 was $49.0 million. The revolving credit agreement contains certain financial and other covenants, including restrictions on capital expenditures and payments of dividends. We were in compliance with all of the covenants as of December 31, 2003. There were outstanding letters of credit of $8.0 million and there were no outstanding advances as of December 31, 2003. We are in the process of extending this facility through the end of the first quarter of 2005 while we negotiate a new agreement.

          We also maintain a £15 million ($26.9 million at the December 31, 2003 exchange rate) multi-currency credit facility with a financial institution in the United Kingdom, which is available to our United Kingdom subsidiaries. The facility does not have a termination date, but may be canceled by either party on six months notice. Borrowings under the facility are secured by certain assets of our United Kingdom subsidiaries. At December 31, 2003 there were £7.5 million ($13.3 million) of borrowings outstanding under this line with interest payable at a rate of 5.85%.

          In October 2003 our Netherlands subsidiary entered into a €5 million ($6.3 million at the December 31, 2003 exchange rate) credit facility. Borrowings under the facility are secured by the subsidiary’s accounts receivable and are subject to a borrowing base limitation of 85% of the eligible accounts. At December 31, 2003 there were €4.5 million ($5.7 million) of borrowings outstanding under this line with interest payable at a rate of 5.0%. The facility expires in November 2005.

          In 2002 we entered into a £6.6 million ($10.6 million at the December 31, 2003 exchange rate), 11½ year term loan agreement with a United Kingdom bank, to finance the construction of a new United Kingdom facility. The borrowings are secured by the land and building and are repayable in 40 quarterly installments of £165,000 ($295,000) through August 2012. The outstanding borrowings bear interest at LIBOR plus 160 basis points (5.25% at December 31, 2003). In connection with this term loan, we also entered into an interest rate collar agreement to reduce our exposure to market rate fluctuations. At December 31, 2003, the notional amount of the interest rate collar was £5,775,000 ($10,338,000) with an interest rate cap of 6.0% and a floor of 4.5%. The interest rate collar expires on April 30, 2005. As of December 31, 2003, the collar was in a loss position of approximately $39,000 and, accordingly, the aggregate fair value of the collar was recorded as a liability. The change in the fair value of this derivative for the year ended December 31, 2003 has been recognized in the Consolidated Statement of Operations as this hedge was determined to be ineffective. The term loan agreement contains certain financial and other covenants related to our United Kingdom subsidiaries.

          In April 2002 we entered into a ten year, $8.4 million mortgage loan on our Suwanee, Georgia distribution facility. The mortgage has monthly principal and interest payments of $62,000 through May 2012, with a final additional principal payment of $6.4 million at maturity in May 2012. The mortgage loan bears interest at 7.04% and is collateralized by the underlying land and building.

          We are obligated under operating leases for the rental of certain facilities and equipment which expire at various dates through 2013. We currently lease our New York facility from an entity owned by Richard Leeds, Robert Leeds and Bruce Leeds, the Company’s three principal shareholders and senior executive officers. The annual rental totals $612,000 and the lease expires in 2007.

           Following is a summary of our contractual obligations for future principal payments on our debt, minimum rental payments on our non-cancelable operating leases and minimum payments on our other commitments at December 31, 2003 (in thousands):

                                                                                                 After
                                          2004      2005       2006        2007       2008       2008
                                          ----      ----       ----        ----       ----       ----
 Contractual Obligations:
 Maturities of long-term debt            $1,746    $1,740     $1,745      $1,675     $1,516     $11,677
 Payments on non-cancelable operating     7,277     7,128      6,511       5,614      3,984      11,063
     leases
 Purchase commitments                     1,883         -        -           -          -           -
                                          -----    ------     ------      ------     ------     -------
 Total contractual obligations          $10,906    $8,868     $8,256      $7,289     $5,500     $22,740
                                        =======    ======     ======      ======     ======     =======

 Other Commitments:
 Letters of credit                       $8,000       N/A        N/A         N/A        N/A         N/A

          Our operating results have generated cash flow which, together with borrowings under our debt agreements, have provided sufficient capital resources to finance working capital and cash operating requirements, fund capital expenditures, and fund the payment of interest on outstanding debt. Our primary ongoing cash requirements will be to finance working capital, fund the payment of principal and interest on indebtedness and fund capital expenditures. We believe future cash flows from operations and availability of borrowings under our lines of credit (as they are expected to be extended) will be sufficient to fund ongoing cash requirements.

          We are party to certain litigation, as disclosed in "Commitments and Contingencies" in the Notes to Consolidated Financial Statements, the outcome of which we believe, based on discussions with legal counsel, will not have a material adverse effect on our consolidated financial statements.

Off-balance Sheet Arrangements

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

Factors That May Affect Future Results and Financial Condition

           There are a number of factors and variables that affect our results of operations and financial condition. Following is a description of some of the important factors that may affect future results.

           Other factors that could contribute to or cause such differences include, but are not limited to, unanticipated developments in any one or more of the following areas: (i) the effect on us of volatility in the price of paper and periodic increases in postage rates, (ii) the operation of our management information systems, (iii) significant changes in the computer products retail industry, especially relating to the distribution and sale of such products, (iv) timely availability of existing and new products, (v) 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 us, (vi) risks associated with delivery of merchandise to customers by utilizing common delivery services such as the United States Postal Service and United Parcel Service, including possible strikes and contamination, (vii) borrowing costs or availability, (viii) pending or threatened litigation and investigations and (ix) the availability of key personnel, as well as other risk factors which may be detailed from time to time in our Securities and Exchange Commission filings.

          Readers are cautioned not to place undue reliance on any forward looking statements contained in this report, which speak only as of the date of this report. 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.

Critical Accounting Policies and Estimates

          Our significant accounting policies are described in Note 1 to the consolidated financial statements. The policies below have been identified as critical to our business operations and understanding the results of operations. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty, and as a result, actual results could differ from those estimates. These judgments are based on historical experience, observation of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. Management believes that full consideration has been given to all relevant circumstances that we may be subject to, and the 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 years presented. Actual results may differ from these estimates under different conditions or assumptions.

Revenue Recognition. We recognize sales based on the terms of the customer purchase order, which indicates title to the product and risk of ownership passes to the customer upon shipment. Sales are shown net of returns and allowances. Reserves for estimated returns and allowances are provided when sales are recorded based on historical experience and current trends.

Accounts Receivable and Allowance for Doubtful Accounts. We record an allowance for doubtful accounts to reflect our estimate of the collectibility of our trade accounts receivable. We evaluate the collectibility of accounts receivable based on a combination of factors, including an analysis of the age of customer accounts and our historical experience with accounts receivable write-offs. The analysis also includes the financial condition of a specific customer or industry, and general economic conditions. In circumstances where we are aware of customer charge-backs or a specific customer's inability to meet its financial obligations, a specific reserve for bad debts applicable to amounts due to reduce the net recognized receivable to the amount management reasonably believes will be collected is recorded. In those situations with ongoing discussions, the amount of bad debt recognized is based on the status of the discussions. While bad debt allowances have been within expectations and the provisions established, there can be no guarantee that we will continue to experience the same allowance rate we have in the past.

Inventories. We value our inventories at the lower of cost or market, cost being determined on the first-in, first-out method. Reserves for excess and obsolete or unmarketable merchandise are provided based on historical experience, assumptions about future product demand and market conditions. The adequacy of these reserves are evaluated quarterly. If market conditions are less favorable than projected or if technological developments result in accelerated obsolescence, additional write-downs may be required. While markdowns and obsolescence have been within expectations and the provisions established, there can be no guarantee that we will continue to experience the same level of markdowns we have in the past.

Long-lived Assets. Management exercises judgment in evaluating our long-lived assets for impairment. We believe we will generate sufficient undiscounted cash flow to more than recover the investments made in property, plant and equipment. While we believe that our estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect our evaluations

Income Taxes. We are subject to taxation from federal, state and foreign jurisdictions and the determination of our tax provision is complex and requires significant management judgment. Management judgment is also applied in the determination of deferred tax assets and liabilities and any valuation allowances that might be required in connection with our ability to realize deferred tax assets.

Since we conduct operations internationally, our effective tax rate has and will continue to depend upon the geographic distribution of our pre-tax income or losses among locations with varying tax rates and rules. As the geographic mix of our pre-tax results among various tax jurisdictions changes, the effective tax rate may vary from period to period. We are also subject to periodic examination from domestic and foreign tax authorities regarding the amount of taxes due. These examinations include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. We have established, and periodically reevaluate, an estimated income tax reserve on our consolidated balance sheet to provide for the possibility of adverse outcomes in income tax proceedings. While management believes that we have identified all reasonably identifiable exposures and that the reserve we have established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved.

We account for income taxes in accordance with Statement of Financial Accounting Standards 109, "Accounting for Income Taxes", which requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The realization of net deferred tax assets is dependent upon our ability to generate sufficient future taxable income. Where it is more likely than not that some portion or all of the deferred tax asset will not be realized, we have provided a valuation allowance. If the realization of those deferred tax assets in the future is considered more likely than not, an adjustment to the deferred tax assets would increase net income in the period such determination is made. In the event that actual results differ from these estimates or we adjust these estimates in future periods, an adjustment to the valuation allowance may be required, which could materially affect our consolidated financial position and results of operations.

Restructuring charges. We have taken restructuring actions, and may commence further restructuring activities which requires management to utilize significant estimates related to expenses for severance and other employee separation costs, lease cancellations, asset impairments and other exit costs. Should the actual amounts differ from our estimates, the amount of the restructuring charges could be impacted, which could materially affect our consolidated financial position and results of operations.

Recent Accounting Developments

          In November 2002, the Financial Accounting Standards Board issued Interpretation 45, "Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", which requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. However, the provisions related to recognizing a liability at inception of the guarantee for the fair value of the guarantor’s obligations does not apply to product warranties or to guarantees accounted for as derivatives. Interpretation 45 also elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 and the disclosure requirements in this Interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of the recognition and measurement provisions of Interpretation 45 did not have a material effect on our consolidated financial statements.

          In December 2003, the Financial Accounting Standards Board issued Interpretation 46 (Revised) to address certain Interpretation 46 implementation issues. This interpretation clarifies the application of Accounting Research Bulletin 51, "Consolidated Financial Statements", for companies that have interests in entities that are Variable Interest Entities as defined under Interpretation 46. According to this interpretation, if a company has an interest in a Variable Interest Entity and is at risk for a majority of the Variable Interest Entity’s expected losses or receives a majority of the Variable Interest Entity’s expected gains it shall consolidate the Variable Interest Entity. Interpretation 46-R also requires additional disclosures by primary beneficiaries and other significant variable interest holders. For entities acquired or created before February 1, 2003, this interpretation is effective no later than the end of the first interim or reporting period ending after March 15, 2004, except for those Variable Interest Entity's that are considered to be special purpose entities, for which the effective date is no later than the end of the first interim or annual reporting period ending after December 15, 2003. For all entities that were acquired subsequent to January 31, 2003, this interpretation is effective as of the first interim or annual period ending after December 31, 2003. We have adopted Interpretation 46-R, the effect of which is not material.

          In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." Statement of Financial Accounting Standards 149 amends and clarifies Statement of Financial Accounting Standards 133 for the financial accounting and reporting of derivative instruments and hedging activities and requires that contracts with similar characteristics be accounted for on a comparable basis. The provisions of Statement of Financial Accounting Standards 149 are effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of Statement of Financial Accounting Standards 149 did not have a material impact on our consolidated financial statements.

          In May 2003, the Financial Accounting Standards Board issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." Statement of Financial Accounting Standards 150 establishes standards on the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The provisions of Statement of Financial Accounting Standards 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The adoption of Statement of Financial Accounting Standards 150 did not have a material impact on our consolidated financial statements.

          When the Company’s Annual Report on Form 10-K was initially filed, the Company’s Chairman and Chief Executive Officer and Chief Financial Officer both concluded that the Company’s disclosure controls and procedures were effective. On February 21, 2005, we announced that we would be restating our previously filed consolidated financial statements to correct errors in accounting for inventory at our United Kingdom subsidiary as described in Note 2 to the Consolidated Financial Statements. Management has concluded that the internal control deficiencies that made the restatements necessary indicate the existence of a material weakness, as defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2. Based on this evaluation and due to existence of the internal control deficiencies described below, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2003. The design and operation of accounting for inventory at our United Kingdom subsidiary did not reduce to a relatively low level of risk the chance or chances that a material misstatement would occur and not be detected.

           Management undertook a review of the subsidiary’s inventory activities for the fiscal years ended December 31, 2002 and 2003. The independent Audit Committee also performed an investigation of the circumstances surrounding the activities requiring the restatement. The Company determined that the errors requiring this restatement were principally a result of changes in the way certain inventory transactions were processed and recorded and an inaccurate recording of a period end cut-off. These errors were undetected or unrecognized as a result of the following weaknesses and deficiencies in the subsidiary’s internal controls:

           Management discussed the weaknesses described above with the Audit Committee and began implementing remedial measures to prevent a repeat of such accounting errors. To this end, we have modified our internal procedures to more accurately identify the types of inventory transactions processed. This has been combined with additional system reporting to provide more details to enhance the inventory reconciliation process. This reconciliation process is also supported by additional levels of management review. Additional review procedures have been implemented to test cut-off accuracy. We are continuing to monitor these processes to further enhance our procedures as may be necessary.

           Management believes that the immediate enhancements to the controls and procedures address the initial conditions identified by its review. We are continuing to monitor the effectiveness of our enhanced internal controls and procedures on an ongoing basis and will take further action, as appropriate.

           In designing and evaluating our disclosure controls and procedures, we recognize that any controls, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in control systems, misstatements due to error or fraud may occur and not be detected.

PART IV

Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

                                                   SYSTEMAX INC.
                                            CONSOLIDATED BALANCE SHEETS
                                            DECEMBER 31, 2003 AND 2002
                                       (IN THOUSANDS, except for share data)

                                                                                           2003             2002
                                                                                           ----             ----
                                                                                       (As restated,
                                                                                        see Note 2)
ASSETS:
   CURRENT ASSETS:
      Cash and cash equivalents                                                         $38,702          $62,995
      Accounts receivable, net of allowances of $10,000 (2003) and $11,275 (2002)       152,435          148,554
      Inventories                                                                       133,905           98,401
      Prepaid expenses and other current assets                                          26,849           31,343
     Deferred income tax assets                                                          10,132            9,073
                                                                                        -------          -------
           Total current assets                                                         362,023          350,366

   PROPERTY, PLANT AND EQUIPMENT, net                                                    68,647           71,133
   DEFERRED INCOME TAX ASSETS                                                            15,673           15,100
   OTHER ASSETS                                                                             376            1,305
                                                                                        -------          -------

              TOTAL                                                                    $446,719         $437,904
                                                                                       ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY:
   CURRENT LIABILITIES:
      Short-term borrowings, including current portions of long-term debt               $20,814          $21,211
       Accounts payable                                                                 144,662          131,510
       Accrued expenses and other current liabilities                                    51,037           64,349
                                                                                        -------          -------
          Total current liabilities                                                     216,513          217,070
                                                                                        -------          -------

   LONG-TERM DEBT                                                                        18,353           17,519
   OTHER LIABILITIES                                                                      1,768            1,398

   COMMITMENTS AND CONTINGENCIES

   SHAREHOLDERS' EQUITY:
   Preferred stock, par value $.01 per share, authorized 25 million shares,
       issued none
   Common stock, par value $.01 per share, authorized 150 million shares, issued
       38,231,990 shares; outstanding 34,288,068 (2003) and 34,104,290 (2002)
       shares                                                                               382              382
   Additional paid-in capital                                                           175,343          176,743
   Accumulated other comprehensive income (loss), net of tax                              1,933          (2,130)
   Retained earnings                                                                     78,757           75,411
                                                                                        -------          -------
                                                                                        256,415          250,406
   Less: common stock in treasury at cost - 3,943,922 (2003) and 4,127,700
       (2002) shares                                                                     46,330           48,489
                                                                                        -------          -------
                        Total shareholders' equity                                      210,085          201,917
                                                                                        -------          -------

                TOTAL                                                                  $446,719         $437,904
                                                                                       ========         ========

See notes to consolidated financial statements.

                                          SYSTEMAX INC.
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
                            (IN THOUSANDS, EXCEPT PER COMMON SHARE AMOUNTS)


                                                                               2003             2002              2001
                                                                               ----             ----              ----
                                                                      (As restated,
                                                                        see Note 2)
Net sales                                                                $1,657,778       $1,551,517        $1,546,975
Cost of sales                                                             1,392,745        1,285,929         1,270,051
                                                                     ---------------  ---------------  ----------------
Gross profit                                                                265,033          265,588           276,924
Selling, general and administrative expenses                                251,460          256,075           271,636
Restructuring and other charges                                               1,726           17,294             2,758
Goodwill impairment                                                           2,560
                                                                     ---------------  ---------------  ----------------
Income (loss) from operations                                                 9,287          (7,781)             2,530
Interest and other income, net                                                (755)            (427)             (276)
Interest expense                                                              2,344            1,653             1,764
                                                                     ---------------  ---------------  ----------------
Income (loss) before income taxes                                             7,698          (9,007)             1,042
Provision (benefit) for income taxes                                          4,352          (1,039)               389
                                                                     ---------------  ---------------  ----------------
Income (loss) before cumulative effect of change in accounting                3,346          (7,968)               653
    principle, net of tax
Cumulative effect of change in accounting principle, net of tax                             (50,971)
Net income (loss)                                                            $3,346        $(58,939)              $653
                                                                     ===============  ===============  ================

Net income (loss) per common share, basic and diluted:
Income (loss) before cumulative effect of change in accounting
    principle, net of tax                                                      $.10           $(.23)              $.02
Cumulative effect of change in accounting principle, net of tax                               (1.50)
                                                                     ---------------  ---------------  ----------------
Net income (loss)                                                              $.10          $(1.73)              $.02
                                                                     ===============  ===============  ================


See notes to consolidated financial statements.

                                                SYSTEMAX INC.

                                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                              FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
                                               (IN THOUSANDS)


                                Common  Stock                             Accumulated
                            ----------------------                           Other
                                                 Additional             Comprehensive   Treasury      Comprehensive
                              Number of           Paid-in    Retained   Income (Loss),   Stock        Income (Loss),
                              Shares     Amount   Capital    Earnings     Net of Tax    At Cost         Net of Tax
                              --------------------------------------------------------------------------------------

Balances, January 1, 2001     34,104     $382    $176,743    $133,697    $(6,662)      $(48,489)

Change in cumulative
   translation adjustment                                                                (1,376)        $(1,376)
Net income                    ______     ____     _______         653     _______        _______            653

Total comprehensive loss                                                                                $  (723)
                                                                                                        =======

Balances, December 31, 2001   34,104      382     176,743     134,350     (8,038)       (48,489)

Change in cumulative
   translation adjustment                                                                 5,908          $5,908
Net loss                      ______     ____     _______    (58,939)     _______        _______        (58,939)

Total comprehensive loss                                                                               $(53,031)
                                                                                                       ========

Balances, December 31, 2002   34,104      382     176,743      75,411     (2,130)     (48,489)

Change in cumulative
   translation adjustment,
    as restated, see Note 2                                                 4,063                        $4,063
Exercise of stock options        184              (1,400)                                2,159
Net income, as restated,                                        3,346                                     3,346
   see Note 2                  ______     ____     _______     _______      ______      _______         _______

Total comprehensive income                                                                               $7,409
                                                                                                         ======

Balances, December 31, 2003,
   as restated, see Note 2    34,288     $382    $175,343     $78,757      $1,933     $(46,330)
                              ======     ====    ========     =======      ======     ========


See notes to consolidated financial statements.

                                               SYSTEMAX INC.

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
                                               (IN THOUSANDS)


                                                                                     2003            2002            2001
                                                                                     ----            ----            ----
                                                                            (As restated,
                                                                              see Note 2)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
   Net income (loss)                                                               $3,346       $(58,939)            $653
   Adjustments to reconcile net income (loss) to net cash provided by
   (used in) operating activities:
       Cumulative effect of change in accounting principle, net of tax                             50,971
       Goodwill impairment                                                          2,560
       Loss on dispositions and abandonment                                           595          14,843           2,003
       Depreciation and amortization, net                                          13,938          13,652          15,143
       Provision for deferred income taxes                                        (2,818)         (3,475)           7,929
       Provision for returns and doubtful accounts                                  3,906           4,581           3,696
   Changes in operating assets and liabilities:
       Accounts receivable                                                          6,182         (5,922)          40,124
       Inventories                                                               (30,089)         (2,644)          33,946
       Prepaid expenses and other current assets                                    7,972         (8,422)           9,048
       Income taxes receivable                                                    (3,915)           7,755          19,445
       Accounts payable, accrued expenses and other current liabilities           (8,624)         (7,532)        (36,381)
                                                                                  ------          ------         -------
           Net cash provided by (used in) operating activities                    (6,947)           4,868          95,606
                                                                                  ------            -----          ------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
   Investments in property, plant and equipment                                   (8,699)        (15,367)        (24,682)
   Proceeds from disposals of property, plant and equipment                            11             635             856
   Purchase of minority interest                                                  (2,560)
                                                                                  ------           ______         _______
           Net cash used in investing activities                                 (11,248)        (14,732)        (23,826)
                                                                                 =======         =======         =======

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
   Issuance of long-term borrowings and capital lease obligations                   1,534          18,879
   Proceeds (repayments) of borrowings from banks                                 (2,951)          15,253        (45,762)
   Repayments of long-term debt and capital lease obligations                     (1,257)           (348)
   Exercise of stock options                                                          759
                                                                                      ---          ______         _______
           Net cash provided by (used in) financing activities                    (1,915)          33,784        (45,762)
                                                                                  ------           ------        -------


EFFECTS OF EXCHANGE RATES ON CASH                                                 (4,183)           2,611         (4,050)
                                                                                  ------            -----         ------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             (24,293)          26,531          21,968
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                      62,995          36,464          14,496
                                                                                   ------          ------          ------

CASH AND CASH EQUIVALENTS - END OF YEAR                                           $38,702         $62,995         $36,464
                                                                                  =======         =======         =======

SUPPLEMENTAL DISCLOSURES:
       Interest paid                                                               $2,697          $1,375          $2,026
                                                                                   ======          ======          ======
       Income taxes paid                                                          $13,840          $5,397          $3,819
                                                                                  =======          ======          ======

See notes to consolidated financial statements.

                                                  Years ended December 31,
                                       2003                2002                2001
                                       ----                ----                ----
   Balance, beginning of year       $11,275             $11,120             $15,329
   Charged to expense                 3,906               4,581               3,696
   Deductions                       (5,181)             (4,426)             (7,905)
                                    ------              ------              ------
   Balance, end of year             $10,000             $11,275             $11,120
                                    =======             =======             =======

                                                                      2003         2002     2001
                                                                      ----         ----     ----

 Net income (loss) - as reported                                    $3,346    $(58,939)     $653
 Stock-based employee compensation expense determined under
 fair value based method, net of related tax effects                   544          713      780
                                                                    ------    ---------    -----
 Pro forma net income (loss)                                        $2,802    $(59,652)    $(127)
                                                                    ======    =========    =====

 Basic and diluted net income (loss) per common share:
 Net income (loss) - as reported                                      $.10      $(1.73)     $.02
                                                                      ====      ======      ====
 Net income (loss) - pro forma                                        $.08      $(1.75)        -
                                                                      ====      ======      ====

                                      2003             2002             2001
                                      ----             ----             ----
   Expected dividend yield              0%               0%               0%
   Risk-free interest rate            5.9%             5.6%             6.1%
   Expected volatility               76.0%            71.0%            72.0%
   Expected life in years             2.41             2.52             3.17

                                                                   As Previously Reported     As Restated
                                                                   ----------------------     ------------
  As of December 31, 2003:
  Deferred income tax assets (non-current)                                  $14,606             $15,673
  Accounts payable                                                         (141,106)           (144,662)
  Accumulated other comprehensive income (loss), net of tax                  (2,157)             (1,933)
  Retained earnings                                                         (81,022)            (78,757)

  Period Ended December 31, 2003:
  Cost of sales                                                          $1,389,509          $1,392,745
  Income from operations                                                     12,523               9,287
  Income before income taxes                                                 10,934               7,698
  Provision for income taxes                                                  5,323               4,352
  Net income                                                                 $5,611              $3,346

  Net income per common share:
         Basic and diluted                                                     $.16                $.10

 Property, plant and equipment, net consists of the following (in thousands):

                                                                           2002        2003
                                                                           ----        ----
 Land and buildings................................................... $  46,898   $  43,268
 Furniture and fixtures, office, computer and other equipment.........    78,327      71,453
 Leasehold improvements ..............................................    14,010      12,660
                                                                          ------      ------
                                                                         139,235     127,381
 Less accumulated depreciation and amortization.......................    70,588      56,248
                                                                          ------      ------
 Property, plant and equipment, net................................... $  68,647   $  71,133
                                                                       =========   =========

                                                             2003             2002
                                                             ----             ----
  Mortgage note payable (a)                               $ 8,170          $ 8,319
  Term loan payable (b)                                    10,338           10,360
  Capitalized equipment lease obligations                   1,591               90
                                                            -----               --
                                                           20,099           18,769
  Less: current portion                                     1,746            1,250
                                                            -----            -----
                                                          $18,353          $17,519
                                                          =======          =======

                      2004         2005         2006         2007         2008     After 2008
                      ----         ----         ----         ----         ----     ----------
      Maturities     $1,746       $1,740       $1,745       $1,675       $1,516     $11,677

                                   Severance and            Asset          Other
                                   Personnel Costs     Write-downs     Exit Costs      Total
                                   ---------------     -----------     ----------      -----
   Charged to expense in 2002               $1,870            $525         $1,656     $4,051
   Amounts utilized                        (1,693)           (525)          (851)    (3,069)
                                           ------            ----           ----     ------
   Accrued at December 31, 2002                177                            805        982
   Charged to expense in 2003                   63                          2,848      2,911
   Amounts utilized                          (177)                          (691)      (868)
                                             ----                           ----       ----
   Accrued at December 31, 2003               $ 63             --          $2,962     $3,025
                                              ====            ====         ======     ======

                                              For Shares         Option Prices
                                              ----------         --------------
         Outstanding, January 1, 2001          2,126,632        $  7.19 to $39.06
         Granted                                 849,917        $  1.95 to $ 2.45
         Cancelled                            (1,301,058)       $  1.95 to $26.88
                                              ----------        -----------------
         Outstanding, December 31, 2001        1,675,491        $  1.95 to $39.06
         Granted                                 591,375        $  3.05 to $ 3.39
         Cancelled                              (175,551)       $  1.95 to $18.41
                                                --------        -----------------
         Outstanding, December 31, 2002        2,091,315        $  1.95 to $39.06
         Granted                               1,072,700        $  1.76 to $ 3.36
         Exercised                              (184,341)       $  1.76 to $ 3.05
         Cancelled                              (158,372)       $  1.76 to $39.06
                                                --------        -----------------
         Outstanding, December 31, 2003        2,821,302        $  1.76 to $18.41
                                               =========        =================

                                                  2003                         2002                        2001
                                    ------------------------     -----------------------     ----------------------
                                            Weighted-Average            Weighted Average           Weighted Average
                                    Shares   Exercise Price      Shares   Exercise Price     Shares  Exercise Price
                                    -------  ---------------     ------  ---------------     ------ ---------------
  Outstanding at beginning of year  2,091,315   $ 5.01        1,675,491      $ 6.05        2,126,632  $ 14.70
  Granted ......................... 1,072,700   $ 1.80          591,375      $ 3.05          849,917  $  1.96
  Exercised .......................  (184,341)  $ 2.27
  Cancelled ....................... (158,372)   $ 9.68         (175,551)     $ 8.36       (1,301,058) $ 17.52
                                    --------                   --------                   ----------
  Outstanding at end of year ...... 2,821,302   $ 3.70        2,091,315      $ 5.01        1,675,491  $  6.05
                                    =========                 =========                    =========

  Options exercisable at year end.. 1,483,287                 1,093,294                      478,413
  Weighted average fair value per
     option granted during
     the year......................     $0.81                     $0.67                        $0.89

                                                   SYSTEMAX INC.
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                               FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

     As of December 31, 2003:
          Range of                              Weighted-Average   Weighted-Average                Weighted-Average
          Exercise                Number            Remaining          Exercise         Number         Exercise
           Price                Outstanding     Contractual Life        Price        Exercisable        Price
     -----------------------    -----------     ----------------    ---------------  ------------  ---------------
     $  1.76  to $  5.00         2,152,602              8.42            $  2.15        814,587       $  2.69
     $  5.01  to $ 15.00           583,700              5.80            $  7.42        583,700       $  7.42
     $ 15.01  to $ 18.41            85,000              2.34            $ 17.62         85,000       $ 17.62
                                    ------                                              ------
     $  1.76  to $ 18.41         2,821,302              7.69            $  3.70      1,483,287       $  5.41
                                 =========                                           =========

Years Ended December 31                               2003        2002          2001
                                                      ----        ----          ----
    United States                                 $ 18,359      $ (6,731)    $ (10,390)
        Foreign                                    (10,661)       (2,276)       11,432
                                                   -------        ------        ------
        Total                                     $  7,698      $ (9,007)    $   1,042
                                                  ========      ========     =========

Years Ended December 31                           2003       2002          2001
                                                  ----       ----          ----
   Current:
      Federal                                  $  5,247     $ (3,037)    $  (9,256)
      State                                         709          758          (730)
      Foreign                                     1,214        4,715         2,446
                                              ---------     --------     ---------
      Total current                               7,170        2,436        (7,540)

   Deferred:
      Federal                                     1,932       (3,800)        6,777
      State                                        (864)        (604)          585
      Foreign                                    (3,886)         929           567
                                              ---------     --------     ---------
      Total deferred                             (2,818)      (3,475)        7,929
                                              ---------     --------     ---------

      Total                                   $   4,352     $ (1,039)    $     389
                                              =========     ========     =========

Years Ended December 31                                        2003       2002          2001
                                                               ----       ----          ----

Income tax (benefit) at Federal statutory rate              $2,694       $(3,152)     $   365
State and local income taxes, net of federal tax benefit       461         (111)          145
Non-deductible goodwill impairment                             900
Tax credits                                                                (906)
Foreign operating losses with no benefit provided              158          542           575
Foreign income taxed at different rates                        253          949
Change in valuation allowances                              (1,174)         288        (1,118)
Prior year assessments                                                    1,318
Other items, net                                              1,060          33           422
                                                             ------      ---------    -------
                                                             $4,352      $(1,039)     $   389
                                                             ======      =========    ========

                                                                    2003       2002
                                                                    ----       ----
    Current:
       Deductible assets..........................................$  (640)    $  (855)
       Accrued expenses and other liabilities..................... 11,069      10,700
       Non-deductible assets......................................    837         615
       Other......................................................   (436)        183
       Valuation allowances.......................................   (698)     (1,570)
                                                                   ------       -----
           Total current.......................................... 10,132       9,073
                                                                   ------       -----

    Non-current:
       Net operating loss and credit carryforwards................  9,833       4,359
       Foreign currency translation adjustments................... (1,635)      1,395
       Accelerated depreciation................................... (1,539)       (853)
       Intangible and other assets................................ 13,630      15,137
       Valuation allowances....................................... (4,616)     (4,938)
                                                                   ------       -----
           Total non-current...................................... 15,673      15,100
                                                                   ------       -----
               Total..............................................$25,805    $ 24,173
                                                                  =======    ========

                                                                               Related
                                                             Third Party        Party
                                             Capitalized      Operating        Operating
                                                Leases          Leases          Lease        Total
                                             -----------     -----------       ----------    ------
  2004                                              $433          $6,666           $612       $7,711
  2005                                               403           6,516            612        7,531
  2006                                               388           5,899            612        6,899
  2007                                               299           5,002            612        5,913
  2008                                               125           3,984                       4,109
  2009-2013                                                       11,031                      11,031
  2014                                                                32                          32
                                                  ------         -------         ------      -------

  Total minimum lease payments                     1,648         $39,130         $2,448      $43,226
                                                                 =======         ======      =======
  Less amount representing interest                   57
  Present value of minimum capitalized
  lease payments (including current
  portion of $405)                                $1,591
                                                  ======

                                                                        December 31,
                                                                     2003         2002
                                                                     ----         ----
                 Furniture and fixtures,  office, computer
                     and other equipment                           $1,680         $117
                 Accumulated amortization                             123           26
                                                                      ---           --
                                                                   $1,557         $ 91
                                                                   ======         ====

                                                    Net Sales
                                 -----------------------------------------------
                                     2003              2002               2001
                                     ----              ----               ----
     North America               $1,026,233        $  963,805         $  982,615
     Europe                         631,545           587,712            564,360
                                    -------           -------            -------
     Consolidated                $1,657,778        $1,551,517         $1,546,975
                                 ==========        ==========         ==========

          Revenues are attributed to countries based on location of selling subsidiary

                                                     Long-Lived Assets
                                                     ------------------

                                             2003                           2002
                                             ----                           ----
     North America                        $ 36,571                     $   41,832
     Europe                                 32,076                         29,301
                                            ------                         ------
     Consolidated                        $  68,647                     $   71,133
                                         =========                     ==========

 Three months ended:               March 31, 2003                     June 30, 2003
                                   --------------                     -------------
                             As Previously                     As Previously
                               Reported        As Restated        Reported        As Restated
                             --------------    -----------     -------------      ------------
 Cost of sales                     $353,983       $354,610          $325,273          $325,879
 Gross profit                       $72,478        $71,851           $63,525           $62,919
 Income (loss) from
     operations                      $8,565         $7,938            $(717)          $(1,323)
 Income (loss) before
     income taxes                    $8,351         $7,724          $(1,036)          $(1,642)
 Provision for income
     taxes                           $3,316         $3,127              $828              $646
 Net income (loss)                   $5,035         $4,597          $(1,864)          $(2,288)

 Net income (loss) per
     common share:
 Basic                                 $.15           $.13            $(.05)            $(.07)
 Diluted                               $.15           $.13            $(.05)            $(.07)


 Three months ended:                September 30, 2003                December 31, 2003
                                    ------------------                ------------------
                             As Previously                     As Previously
                               Reported        As Restated        Reported        As Restated
                             --------------    -----------     -------------      ------------

 Cost of sales                     $337,900       $338,947          $372,353          $373,309
 Gross profit                       $67,111        $66,064           $65,155           $64,199
 Income from operations              $3,561         $2,514            $1,114              $158
 Income (loss) before
     income taxes                    $3,019         $1,972              $600            $(356)
 Provision for income
     taxes                           $1,112           $798               $67            $(219)
 Net income (loss)                   $1,907         $1,174              $533            $(137)

 Net income (loss) per
     common share:
 Basic                                 $.06           $.03              $.02              $.--
 Diluted                               $.05           $.03              $.02              $.--

                                              First        Second         Third         Fourth
 2003     Quarter                           Quarter        Quarter       Quarter       Quarter
 ----     -------                           -------       --------       -------        -------
 Net sales.............................. $  426,461      $ 388,798      $ 405,011     $ 437,508
 Gross profit........................... $   71,851      $  62,919      $  66,064     $  64,199
 Net income (loss)   ................... $    4,597      $  (2,288)     $   1,174     $(137)
 Net income (loss) per common share:
          Basic ........................     $ .13         $ (.07)        $ .03           $ .--
          Diluted.......................     $ .13         $ (.07)        $ .03           $ .--


                                              First        Second         Third         Fourth
 2002                                       Quarter        Quarter       Quarter        Quarter
 ----                                       -------       --------       -------        -------
 Net sales.............................. $ 412,260      $ 363,771       $ 372,139      $ 403,347
 Gross profit........................... $  73,848      $  61,939       $  62,726      $  67,075
 Net income (loss) ..................... $ (50,386)     $  (8,827)      $    (727)     $   1,001
 Net income (loss) per common share:
          Basic and diluted.............   $ (1.48)     $ (.26)         $(.02)           $ .03


                                                   * * * * * * *