Insight Enterprises
NSIT
#4637
Rank
$2.08 B
Marketcap
$67.23
Share price
0.33%
Change (1 day)
-55.18%
Change (1 year)

Insight Enterprises - 10-Q quarterly report FY


Text size:
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1998

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

for the transition period from __________ to __________

Commission File Number: 0-25092


INSIGHT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)


DELAWARE 86-0766246
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

6820 SOUTH HARL AVENUE, TEMPE, ARIZONA 85283
(Address of principal executive offices) (Zip code)

(602) 902-1001
(Registrant's telephone number, including Area Code)

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 / /

The number of shares outstanding of the issuer's common stock as of the April
30, 1998 was 10,618,086
2
INSIGHT ENTERPRISES, INC.


INDEX


PAGE

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements:

Condensed Consolidated Balance Sheets -
March 31, 1998 and December 31, 1997................................... 3

Condensed Consolidated Statements of Earnings -
Three Months Ended March 31, 1998 and 1997............................. 4

Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1998 and 1997............................. 5

Notes to Condensed Consolidated Financial Statements................... 6

Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 8


PART II - OTHER INFORMATION............................................... 12

Item 6 - Exhibits and Reports on Form 8-K................................. 12

SIGNATURE................................................................. 13



2
3
INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................................ $ 8,587 $ 6,982
Accounts receivable, net ................................................. 100,025 86,771
Inventories .............................................................. 31,411 46,100
Prepaid expenses and other current assets ................................ 6,940 8,195
-------- --------
Total current assets ............................................ 146,963 148,048

Property and equipment, net ................................................... 21,799 20,432
Other assets .................................................................. 114 35
-------- --------
$168,876 $168,515
======== ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ......................................................... $ 44,147 $ 29,081
Accrued expenses and other current liabilities ........................... 4,257 4,304
-------- --------
Total current liabilities ....................................... 48,404 33,385

Line of credit ................................................................ 10,800 32,750

Stockholders' equity:
Preferred stock, $.01 par value, 3,000,000 shares authorized,
no shares issued ....................................................... -- --
Common stock, $.01 par value, 30,000,000 shares authorized,
10,528,326 at March 31, 1998 and 10,367,742 at
December 31, 1997 shares issued and outstanding ........................ 105 104
Paid-in capital .......................................................... 75,557 72,616
Retained earnings ........................................................ 34,010 29,660
-------- --------
Total stockholders' equity ..................................... 109,672 102,380
-------- --------
$168,876 $168,515
======== ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


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4
INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------

1998 1997
------------ -----------

<S> <C> <C>
Net sales .................................. $ 206,796 $ 130,825
Costs of goods sold ........................ 181,454 114,103
------------ -----------
Gross profit ...................... 25,342 16,722
Selling, general and administrative expenses 17,875 12,340
------------ -----------
Earnings from operations .......... 7,467 4,382
Non-operating income (expense), net ........ (377) 122
------------ -----------
Earnings before income taxes ...... 7,090 4,504
Income tax expense ......................... 2,757 1,758
------------ -----------
Net earnings ...................... $ 4,333 $ 2,746
============ ===========

Earnings per share:
Basic ............................. $ 0.41 $ 0.27
============ ===========
Diluted ........................... $ 0.40 $ 0.26
============ ===========


Shares used in per:
Basic ............................. 10,457,273 10,107,768
============ ===========
Diluted ........................... 10,969,085 10,626,590
============ ===========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



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INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1997
---------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings .........................................................$ 4,333 $ 2,746
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation ...................................................... 709 580
Tax benefit from stock options exercised .......................... 2,093 942
Provision for losses on accounts receivable ....................... 777 593
Provision for obsolete and slow-moving inventories ................ 225 161
Deferred income tax benefit ....................................... 593 (691)
Loss on disposal of property and equipment ........................ -- 11
Change in assets and liabilities:
Increase in accounts receivable .............................. (14,006) (11,627)
Decrease (increase) in inventories ........................... 14,465 (958)
Decrease in prepaid expenses and other current
assets ....................................................... 661 454
Decrease (increase) in other assets .......................... (80) 41
Increase in accounts payable ................................. 14,992 314
Increase (decrease) in accrued expenses and
other current liabilities ................................ (6) 539
-------- --------
Net cash provided by (used in) operating activities ...... 24,756 (6,895)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment ................................... (2,074) (2,905)
-------- --------
Net cash used in investing activities .................... (2,074) (2,905)
-------- --------
Cash flows from financing activities:
Net borrowings (repayments) on line of credit ......................... (21,950) --
Issuance of common stock .............................................. 850 377
-------- --------
Net cash provided by (used in) financing activities ...... (21,100) 377
-------- --------
Effect of exchange rate on cash and cash equivalents ....................... 23 --
-------- --------
Increase (decrease) in cash and cash equivalents .......................... 1,605 (9,423)
Cash and cash equivalents at beginning of period ........................... 6,982 21,166
-------- --------
Cash and cash equivalents at end of period ................................. $ 8,587 $ 11,743
======== ========
</TABLE>


See accompanying notes to condensed consolidated financial statements.



5
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INSIGHT ENTERPRISES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. DESCRIPTION OF BUSINESS

Insight Enterprises, Inc. and subsidiaries ("Insight" or the "Company")
is a direct marketer of computers, hardware and software. The Company markets
primarily to small and medium-sized enterprises, through a combination of
outbound telemarketing, electronic commerce, targeted direct marketing and
advertising in computer magazines and publications. Additionally, Insight
provides direct marketing services to manufacturers seeking to outsource their
direct marketing activities. The services provided include marketing, sales and
distribution.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
and notes have been prepared in accordance with the requirements of Form 10-Q
and consequently do not include all of the disclosure normally required by
generally accepted accounting principles. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments, consisting only of normal recurring accruals, necessary to present
fairly the financial position of Insight as of March 31, 1998, the results of
operations for the three months ended March 31, 1998 and 1997, and the cash
flows for the three months ended March 31, 1998 and 1997. The condensed
consolidated balance sheet as of December 31, 1997 was derived from the audited
consolidated financial statement at such date. The results of operations for
such interim periods are not necessarily indicative of results for the full
year. It is suggested that these condensed consolidated financial statements be
read in conjunction with the consolidated financial statements, including the
related notes thereto, in Insight's Annual Report on Form 10-K for the year
ended December 31, 1997.

The condensed consolidated financial statements include the accounts of
Insight Enterprises, Inc. and its wholly-owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation.

In August 1997, the Company's Board of Directors approved a 3-for-2
stock split effected in the form of a stock dividend and payable on September
17, 1997 to the stockholders of record at the close of business on August 27,
1997. All share amounts, share prices and earnings per share have been
retroactively adjusted to reflect this 3-for-2 stock split.

In January 1998, Insight changed its fiscal year end to December 31
from June 30.

3. LINE OF CREDIT

Insight has a $70,000,000 credit facility with a finance company. The
agreement provides for cash advances outstanding at any one time up to a maximum
of $70,000,000 on the line of credit, subject to limitations based upon the
Company's eligible accounts receivable and inventories. As of March 31, 1998,
$41,396,000 was available under the line of credit. Cash advances bear interest
at the London Interbank Offered Rate (LIBOR) plus 1.40% (7.09% at March 31,
1998) payable monthly. The credit facility can be used to facilitate the
purchases of inventories from certain suppliers and that portion is classified
on the balance sheet as accounts payable. As of March 31, 1998, the balance of
this portion of the credit facility was $9,534,000.


6
7
INSIGHT ENTERPRISES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


The credit facility expires in August 2000 at which time the
outstanding balance is due. The line is secured by substantially all of the
assets of the Company. The line of credit contains various covenants including
the requirements that the Company maintain a specific dollar amount of tangible
net worth and restrictions on payment of cash dividends.

4. INCOME TAXES

Income tax expense as provided for the three months ended March 31,
1998 and 1997 is based upon the estimated annual income tax rate of the Company.

5. EARNINGS PER SHARE

Basic earnings per share is computed by dividing earnings available to
common stockholders by the weighted average number of common shares outstanding
during each period. Diluted earnings per share includes the impact of stock
options assumed to be exercised using the treasury stock method. The denominator
for diluted earnings per share is greater than the denominator used in basic
earnings per share by 511,812 shares and 518,822 shares for the three months
ended March 31, 1998 and 1997, respectively. The numerator is the same for both
basic and diluted earnings per share.

6. COMPREHENSIVE INCOME

The Company adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS 130), effective January 1, 1998.
SFAS 130 establishes standards for the reporting and presentation of
comprehensive income and its components in financial statements. Comprehensive
income encompasses net income and "other comprehensive income," which includes
all other non-owner transactions and events which change stockholders' equity.
Other comprehensive income for the three months ended March 31, 1998 and 1997
was immaterial.

7. SUBSEQUENT EVENT

In April 1998, Insight acquired 100% of the stock of a United Kingdom
("UK") - based computer direct marketer, Choice Peripherals Limited ("Choice").
Additionally, Insight also acquired a related Choice company, Plusnet
Technologies Limited, dba Force9 ("Force9"), an Internet Service Provider and
Web site hosting/development company. Under the terms of the agreements, Insight
will acquire 100% of Choice and 85% of Force9 for approximately $2.9 million
(1.7 million Pounds sterling) in cash and $3.3 million (2.0 million Pounds
sterling) in Insight stock, with additional consideration contingent on
profitability over the next three years. Such acquisitions will be accounted for
using the purchase method.

Choice, based in Worksop, England, was founded in 1992 and is currently
one of the UK's leading computer direct marketing companies. Choice's net sales
for the year ended December 31, 1997 were in excess of $60 million
(approximately 36 million Pounds sterling). Both Choice and Force9 were
privately held and had common ownership and management.


7
8
INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements that are
inherently subject to risk and uncertainties. Forward-looking statements can be
identified by the use of forward-looking terminology such as "expects,"
"should," "believes," or "anticipates" or the negative thereof or comparable
terminology, or by discussions of Company goals and strategy. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of many factors, including but not
limited to the following: fluctuations in operating results, intense
competition, management of rapid growth, need for additional financing, reliance
on suppliers, rapid change in product standards, inventory obsolescence, risk of
business interruption, changing methods of distribution, sales and income tax
uncertainty, future acquisitions, increasing marketing, postage and shipping
cost, reliance on outsourcing arrangements, year 2000 issues, and dependence on
key personnel. These factors are discussed in greater detail under "Factors That
May Affect Future Results and Financial Condition" in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, as filed with the
Securities and Exchange Commission.

OVERVIEW

The Company commenced operations in 1988 as a direct marketer of hard
disk drives and other mass storage products. In calendar 1990, the Company began
marketing its own Insight-brand computers and in calendar 1991 and 1992 added
hardware, software and other name brand computers to its product line. Through
calendar 1992, the Company based its marketing practices primarily on
advertising in computer magazines and the use of inbound toll-free
telemarketing. In calendar 1993, the Company shifted its marketing strategy to
include the publication of proprietary catalogs and the use of outbound account
executives focused on the business, education and government markets. During
calendar 1995, the Company began to de-emphasize the sale of Insight-branded
computers and discontinued the sale of Insight-branded computers in the fourth
quarter of calendar 1995. Although the cost savings from this decision have
positively impacted earnings from operations, gross profit percentage has been
negatively affected. The Company expects gross margins to continue to decline in
1998 primarily due to pricing strategies and market conditions.

During calendar 1995, the Company nearly doubled its catalog
circulation to aggressively test new lists and generate leads. In calendar 1997,
the Company did not increase its catalog circulation because the Company used
the information generated from prior years' tests to target mailings to its best
prospective customers while increasing its focus on penetrating existing
accounts. In calendar 1997, Insight continued to increase its focus on the
business, education and government markets, which aggregated approximately 89%
of its business in calendar 1997. The Company has hired a number of senior sales
managers and account executives, and plans to continue to actively increase its
account executive base by approximately 50 to 75, net, per quarter during 1998.

In order to leverage its infrastructure, the Company, in calendar 1992,
began providing direct marketing services to third parties. Under some of the
Company's outsourcing arrangements, the Company takes title to inventories of
products and assumes the risk of collection of accounts receivable in addition
to its sales functions. Revenues derived from the sales of such products are
included in the Company's net sales. Certain other outsourcing arrangements are
primarily service-based, and the Company generally derives net sales from these
types of arrangements based on a percentage of the net sales generated from
products sold. Accordingly, the rate of the Company's net sales growth in future
periods may be affected by the mix of outsourcing arrangements which are in
place from time to time. Additionally, some of the programs may be more seasonal
in nature, as their target customers can have cyclical buying patterns.
Outsourcing represented 6.9% and 6.0% of the Company's sales for the three
months ended March 31, 1998 and 1997, respectively.


8
9
INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Generally, pricing in the computer and related products industry is
very aggressive. The Company expects pricing pressures to continue and that it
will be required to reduce its prices to remain competitive. The continued
acceptance of electronic commerce might place additional pricing pressure on the
Company. Such price reductions could have a material adverse effect on the
Company's financial condition and results of operations.

RESULTS OF OPERATIONS

The following table sets forth for the fiscal periods indicated certain
financial data as a percentage of net sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------
1998 1997
------ ------

<S> <C> <C>
Net sales ..................................... 100.0% 100.0%
Costs of goods sold ........................... 87.7 87.2
------ ------
Gross profit ......................... 12.3 12.8
Selling, general and administrative
expenses ................................. 8.7 9.5
------ ------
Earnings from operations ............. 3.6 3.3
Non-operating income (expense), net ........... (0.2) 0.1
------ ------
Earnings before income taxes ......... 3.4 3.4
Income tax expense ............................ 1.3 1.3
------ ------
Net earnings ......................... 2.1% 2.1%
====== ======
</TABLE>


THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

Net Sales. Net sales increased $76 million, or 58%, to $206.8 million
for the three months ended March 31, 1998 from $130.8 million for the three
months ended March 31, 1997. The Company's net sales are comprised of two
components: direct marketing sales and sales from outsourcing arrangements with
manufacturers. Sales derived from direct marketing increased $69.6 million, or
57%, to $192.5 million for the three months ended March 31, 1998 from $122.9
million for the three months ended March 31, 1997. The increase in direct
marketing sales resulted primarily from increased emphasis on outbound
telemarketing, deeper account penetration, a greater percentage of business
customers, an increase in the Company's customer base and an increase in the
average order size. The percentage of net sales to business customers increased
from 86% for the three months ended March 31, 1997 to 91% for the three months
ended March 31, 1998. This continued shift to a customer segment that makes
larger purchases resulted in an increase in average order size, for the direct
marketing business, of 9% to $985 for the three months ended March 31, 1998
compared to $906 for the three months ended March 31, 1997.

Sales derived from outsourcing arrangements increased $6.4 million, or
82%, to $14.3 million for the three months ended March 31, 1998 from $7.9
million for the three months ended March 31, 1997. The increase in sales from
outsourcing services resulted from the successful addition of new programs. Some
of these new outsourcing programs can be seasonal in nature, as their target
customers can have cyclical buying patterns. The Company is actively seeking
other outsourcing arrangements with major manufacturers.


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10
INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997 (CONTINUED)

Gross Profit. Gross profit increased $8.6 million, or 52%, to $25.3
million for the three months ended March 31, 1998 from $16.7 million for the
three months ended March 31, 1997. As a percentage of sales, gross profit
decreased from 12.8% for the three months ended March 31, 1997 to 12.3% for the
three months ended March 31, 1998. As a percentage of net sales, gross margin on
the Company's direct marketing sales decreased due to a continued shift in
product mix, pricing strategies and market conditions. The Company experienced
significant growth in the software category which carries a lower gross profit
percentage and a significant decline in hard disk drives as a percentage of
sales which carries a higher gross profit percentage. The Company expects gross
profit percentage from its direct marketing sales to continue to decline in 1998
primarily due to pricing strategies and market conditions. The gross profit
percentage on the Company's outsourcing business decreased primarily as a result
of a change in product mix within the revenue-based portion of its outsourcing
business. Also, the addition of new outsourcing programs, over the last 12
months has had a negative impact on the overall gross profit percentage.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $5.5 million, or 45%, to $17.9 million for the
three months ended March 31, 1998 from $12.3 million for the three months ended
March 31, 1997, but decreased as a percentage of net sales to 8.7% for the three
months ended March 31, 1998 from 9.5% for the three months ended March 31, 1997.
The decline was attributable to increased economies of scale, an increase in the
average order size and more effective marketing which were partially offset by
the additional costs of hiring and training new account executives and costs
associated with rapid growth.

Non-Operating Income (Expense), Net. Non-operating income (expense),
net, which consists primarily of interest, changed to $377,000 of expense, net,
for the three months ended March 31, 1998 from $122,000 of interest income, net,
for the three months ended March 31, 1997. Interest expense primarily relates to
borrowings under the Company's line of credit which have been necessary to
finance the Company's growth. Interest income was generated by the Company
through short term investments, some of which are tax advantaged bonds.

Income Tax Expense. The Company's effective tax rate was 38.9% and
39.0% for the quarters ended March 31, 1998 and 1997, respectively. The decrease
in the effective tax rate reflects the implementation of a tax minimization
strategy implemented during fiscal 1998, but was partially offset by an increase
in the Company's marginal tax rate. The prior year effective tax rate includes
the benefits of investments made in tax-advantaged bonds.



10
11
INSIGHT ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997 (CONTINUED)

SEASONALITY

The Company has historically experienced seasonal fluctuations in its
growth of net sales, earnings from operations and net earnings. As the Company
has increased its percentage of sales from the business, education and
government markets, the Company's quarterly net sales, earnings from operations
and net earnings have been less impacted by seasonality. The Company's net sales
growth rate, earnings from operations and net earnings as a percentage of net
sales could be affected by the mix of outsourcing arrangements which are in
place from time to time. Additionally, some of the outsourcing programs can be
seasonal in nature, as their target customers can have cyclical buying patterns.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital needs have been to fund the working
capital requirements and capital expenditures necessitated by its sales growth.

Cash flows from operations have generally been negative due primarily
to increases in accounts receivable and inventories necessitated by sales growth
and the continued shift from sales to the home market to sales in the business,
education and government markets. However, the Company's net cash provided by
operating activities was $24.8 million for the three months ended March 31,
1998, as compared to $6.9 used in operating activities for the three months
ended March 31, 1997. The positive cash flow in the current quarter was
primarily funded with a $15.0 million increase in accounts payable, a $14.5
million decrease in inventory and net earnings of $4.3 million. These funds were
primarily used to fund a $14.0 million increase in accounts receivable and net
repayments of $22 million on the line of credit.

Capital expenditures for the three months ended March 31, 1998 and 1997
were $2.0 million and $2.9 million, respectively. Capital expenditures for the
three months ended March 31, 1998 primarily relate to equipment for the
Company's new distribution center in Indiana and furniture and equipment for
additional office space in Tempe, Arizona. Capital expenditures for the three
months ended March 31, 1997 primarily relate to the continued upgrade of the
Company's equipment, systems and facilities.

The Company's future capital requirements include financing the growth
of working capital items such as accounts receivable and inventories, and the
purchase of equipment, furniture and fixtures to accomplish future growth. The
Company anticipates that cash flow from operations together with the funds
available under its credit facility should be adequate to support the Company's
presently anticipated cash and working capital requirements through 1998. The
Company's ability to continue funding its planned growth beyond 1998 is
dependent upon its ability to generate sufficient cash flow or to obtain
additional funds through equity or debt financing, or from other sources of
financing, as may be required.



11
12
INSIGHT ENTERPRISES, INC.



PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1 Employment Agreement between Insight Enterprises,
Inc. and Eric J. Crown, dated as of March 31, 1998.

10.2 Employment Agreement between Insight Enterprises,
Inc. and Timothy A. Crown, dated as of March 31,
1998.

10.3 Employment Agreement between Insight Enterprises,
Inc. and Stanley Laybourne, dated as of March 31,
1998.

21.1 Subsidiaries of the Registrant for the three months
ended March 31, 1998

27.1 Financial Data Schedule for the three months ended
March 31, 1998.

27.2 Financial Data Schedule for the three months ended
March 31, 1997.

(b) Reports on Form 8-K

On January 30, 1998, the Company filed a report on a Form 8-K
to disclose the change in its fiscal year end from June 30 to
December 31.

On April 20, 1998, the Company filed a report on Form 8-K to
disclose the issuance of 83,212 shares of Common Stock
pursuant to the exemptions provided by Section 4 (2) of the
Securities Act of 1933, as amended and/or by Regulation S.


12
13
SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


INSIGHT ENTERPRISES, INC.



BY: /S/ ERIC CROWN
-------------------------------
ERIC J. CROWN
CHIEF EXECUTIVE OFFICER





DATE: MAY 12, 1998 BY: /S/ STANLEY LAYBOURNE
-------------------------------
STANLEY LAYBOURNE
CHIEF FINANCIAL OFFICER, SECRETARY
AND TREASURER






13
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INDEX OF EXHIBITS


Exhibit Number

10.1 Employment Agreement between Insight Enterprises,
Inc. and Eric J. Crown, dated as of March 31, 1998.

10.2 Employment Agreement between Insight Enterprises,
Inc. and Timothy A. Crown, dated as of March 31,
1998.

10.3 Employment Agreement between Insight Enterprises,
Inc. and Stanley Laybourne, dated as of March 31,
1998.

21.1 Subsidiaries of the Registrant for the three months
ended March 31, 1998

27.1 Financial Data Schedule for the three months ended
March 31, 1998.

27.2 Financial Data Schedule for the three months ended
March 31, 1997.