ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview and Recent Developments

PC Mall, Inc. (the "Company"), formerly IdeaMall, Inc. and Creative Computers, Inc., founded in 1987, is a rapid response direct marketer of computer hardware, software, peripheral and electronics products.  The Company offers products to business, government and educational institutions as well as individual consumers through relationship-based telemarketing techniques, direct response catalogs, inbound telemarketing sales executives, the Internet, a direct sales force, and a retail showroom.  The Company offers a broad selection of products through its distinctive full-color catalogs under the PC Mall, MacMall, ClubMac, PC Mall Gov, and eCOST.com brands and its worldwide web sites on the Internet: pcmall.com, macmall.com, clubmac.com, pcmallgov.com, ecost.com, and elinux.com, and other promotional materials.  The Company's staff of knowledgeable telemarketing sales executives, customer service and technical support personnel work together to serve customers by assisting in product selection and offering technical assistance.  The Company believes that its high level of customer service results in customer loyalty and repeat customer orders.

In April 2002, the Company acquired substantially all of the assets of Pacific Business Systems, Inc. ("PBS''), a privately held direct marketer of computer products to business and consumer customers under the ClubMac and PBS brands.  Under the terms of the asset purchase agreement, the Company has acquired PBS' customer database, accounts receivable, inventory, certain fixed assets and certain intellectual property and has assumed certain liabilities equal to the negotiated values of acquired accounts receivable and inventory.  In addition to certain liabilities assumed, the Company issued 300,000 shares of its common stock valued at approximately $1.3 million to PBS and has agreed to a capped three year earn-out, whereby additional consideration may be paid to PBS based on the future results of the acquired business.  The Company operates the acquired business as ClubMac, and considers this to be part of its Core Business segment.

In July 2002, the Company completed the acquisition of substantially all of the assets of Wareforce, Inc. ("Wareforce") through a United States Bankruptcy proceeding under Chapter 11 of the United States Bankruptcy Code on July 8, 2002 (the "Closing Date").  The Company paid initial consideration in the amount of approximately $9.0 million to Wareforce's creditors and $436,000 directly to Wareforce on the Closing Date in exchange for trade accounts receivable and inventory with an initial valuation of $10.9 million, as well as all fixed and intangible assets.  In connection with these payments, the Company drew on its line of credit.  The Company paid to Wareforce $768,000 as additional contractual consideration on September 5, 2002.  In connection with the acquisition, the Company hired substantially all of the sales and sales support employees of Wareforce.  The Company is in the process of completing its valuation of acquired assets and the related purchase price allocation.  The Company considers Wareforce to be a part of the Core Business segment. 

In Item 2 ("Management's Discussion and Analysis of Financial Condition and Results of Operations") of our Annual Report on Form 10-K for the year ended December 31, 2001, we included a discussion of the most significant accounting policies used in the preparation of our financial statements. There has been no material change in the policies used by us in the preparation of our financial statements since the filing of our Annual Report, except for adoption effective on January 1, 2002 of  SFAS No. 142 as described in "Recent Accounting Pronouncements" below. 

Results of Operations

Three Months Ended September 30, 2002 Compared to the Three Months Ended September 30, 2001

Net sales for the quarter ended September 30, 2002 were $230.1 million, a 34% increase over last year's third quarter net sales of $171.9 million.  The increase in net sales for the quarter is primarily attributable to a 37% increase in total Outbound Direct Marketing sales, which includes a 29% increase in PC Mall Gov sales, and net sales of $31.9 million from the acquisition of PBS and Wareforce, which closed in April 2002 and July 2002, respectively.  Also contributing to the increase in sales were consumer catalog sales which increased by 3%.  eCOST.com sales increased by 23%, to $23.4 million, from the comparable quarter in 2001.  This increase was primarily due to opportunistic buys, continued enhancements to its marketing and product offerings and increased outbound sales to business customers.  eLinux sales for the quarter ended September 30, 2002 decreased 48%, to $0.9 million, from the comparable quarter last year due to the Company's decreased focus on sales for that segment.  For the quarter ended September 30, 2002, sales of Apple products represented 21% of net sales, compared to 24% in the prior year's third quarter.

Gross profit was $24.6 million for the three months ended September 30, 2002, an increase of $5.7 million, or 30%, over the prior year's comparable quarter.  For the Core Business, gross profit increased $5.5 million, or 33%, to $22.5 million consistent with the increase in net sales. For eCOST.com, gross profit for the third quarter of 2002 was $2.1 million, an increase of 13% from the prior year's third quarter. For eLinux, gross profit for the quarter ended September 30, 2002 was $0.1 million, a 59% drop from the prior year's third quarter.  As a percentage of net sales, consolidated gross profit for the three months ended September 30, 2002 decreased to 10.7% compared with 11.0% in the prior year.  For the Core Business, gross profit as a percentage of net sales decreased to 10.9% compared with 11.2% in the prior year's third quarter. Gross profit as a percentage of net sales for eCOST.com decreased to 8.8% from 9.5% in the prior year's third quarter.  For eLinux, gross profit as a percentage of net sales decreased to 8.4% from 10.7% in the prior year's third quarter. The Company's gross profit percentage may vary from quarter to quarter, depending on the continuation of key vendor support programs, including price protections, rebates and return policies, and based on product mix, pricing strategies, acquisitions, competition and other factors.

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Selling, general and administrative expenses were $23.1 million for the three months ended September 30, 2002, an increase of $5.1 million, or 28%, from the prior year.  As a percent of net sales, selling, general and administrative expenses declined to 10.0% from 10.5% in the prior year, primarily due to operating leverage achieved from higher sales, partially offset by the additional cost resulting from a 34% expansion in Outbound account manager headcount, an increase in net advertising expenditures, a decrease in reimbursements for IT services and the acquisitions of PBS and Wareforce.  For the Core Business, selling, general and administrative expenses in the third quarter of 2002 were $21.1 million, an increase of $5.2 million, or 33%, compared to the third quarter of the prior year.  As a percent of net sales, selling, general and administrative expenses for the Core Business decreased to 10.2% compared with 10.5% in the third quarter last year.  For eCOST.com, selling, general and administrative expenses in the third quarter of 2002 were $1.6 million, a decrease of $0.2 million, or 10% compared with the third quarter of the prior year primarily due to reduced net advertising expenditures.  As a percent of net sales, selling, general and administrative expenses for eCOST.com decreased to 7.0% in the third quarter of 2002 compared with 9.6% in the third quarter last year.  For eLinux, selling, general and administrative expenses in the third quarter of 2002 increased 20%, to $0.3 million, compared with the third quarter of the prior year.  As a percent of net sales, selling, general and administrative expenses for eLinux increased to 37.0% compared with 16.2% in the third quarter last year, the result of a 48% decline in sales.

Net interest expense for the three months ended September 30, 2002 was $0.3 million, up 95% from the comparable quarter in 2001, due to increased borrowings to fund the acquisition of Wareforce.

The Company recorded an income tax provision for the quarter ended September 30, 2002 of $0.4 million, up $0.2 million or 54% from the comparable quarter in 2001, utilizing an effective tax rate of 37% in both periods. 

Net income was $0.8 million, or $0.07 per share, for the three months ended September 30, 2002 compared to net income of $0.5 million, or $0.05 per share, for the same period last year.

Nine Months Ended September 30, 2002 Compared to the Nine Months Ended September 30, 2001

Net sales for the nine months ended September 30, 2002 were $626.5 million, a 16% increase over the nine months ended September 30, 2001.  The increase in net sales for the period is primarily attributable to a 31% increase in total Outbound Direct Marketing sales, which includes a 19% increase in PC Mall Gov sales and a 9% increase due to the acquisitions of Pacific Business Systems and Wareforce, which were completed  in April 2002 and July 2002, respectively.  The increase was offset by a 6% decline in consumer catalog sales.  For the nine months ended September 30, 2002, net sales for eCOST.com increased by 4%, to $66.2 million, from the comparable period in 2001.  This increase was primarily due to opportunistic buys, continued enhancements to its marketing and product offerings and increased outbound sales to business customers.  eLinux sales for the nine months ended September 30, 2002 decreased 27%, to $4.5 million, from the comparable period last year due to the Company's decreased focus on sales for that segment.  For the nine months ended September 30, 2002, sales of Apple products represented 22% of net sales, compared to 23% in the prior year's comparable period.

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Gross profit was $67.0 million for the nine months ended September 30, 2002, an increase of $7.8 million, or 13%, over the prior year's comparable period. For the Core Business, gross profit increased $7.9 million, or 15%, to $60.7 million for the nine months ended September 30, 2002 over the same period last year, consistent with the increase in net sales.  For eCOST.com, gross profit for the nine months of 2002 increased 3%, to $5.9 million, over the comparable period of the prior year. For eLinux, gross profit for the nine months ended September 30, 2002 decreased 33%, to $0.4 million, over the prior nine-month comparable period. As a percentage of net sales, consolidated gross profit for the nine months ended September 30, 2002 decreased to 10.7% compared with 10.9% for the same period in the prior year.  For the Core Business, gross profit as a percentage of net sales declined to 10.9% compared to 11.2% in the prior year's comparable period, primarily as a result of a mix shift from a surge in lower margin software licensing products in the third quarter of  2002, fluctuations in vendor support experienced in the first quarter of 2002 and aggressive pricing by new Outbound account managers establishing relationships with business customers. For eCOST.com, gross profit as a percentage of net sales decreased to 8.9% for the nine months ended September 30, 2002 from 9.0% in the prior year's comparable period.  For eLinux, gross profit as a percentage of net sales for the nine months ended September 30, 2002 decreased to 8.3% from 9.1% compared to the comparable period in the prior year.

Selling, general and administrative expenses were $63.4 million for the nine months ended September 30, 2002, an increase of $8.5 million, or 15%, from the prior year. As a percent of net sales, selling, general and administrative expenses remained flat at 10.1%.  For the Core Business, selling, general and administrative expenses for the nine months ended September 30, 2002 were $57.1 million, an increase of $8.7 million, or 18%, compared to the same period in the prior year.  As a percent of net sales, selling, general and administrative expenses for the Core Business increased to 10.3% for the nine months ended September 30, 2002 compared with 10.2% for the same period last year, primarily due to an increase in Outbound account manager headcount, increased net advertising expenditures and the acquisitions of PBS and Wareforce. For eCOST.com, selling, general and administrative expenses for the nine months ended September 30, 2002 were $5.3 million, a decrease of 4% compared with the same nine-month period in the prior year. As a percent of net sales, selling, general and administrative expenses for eCOST.com decreased to 8.0% for the nine months ended September 30, 2002 compared with 8.7% for the comparable period last year. For eLinux, selling, general and administrative expenses for the nine months ended September 30, 2002 were $1.0 million, flat compared with the same period in the prior year. As a percent of net sales, selling, general and administrative expenses for eLinux increased to 23.0% for the nine months ended September 30, 2002 compared with 16.9% for the same period last year, resulting from a decline in sales.

Net interest expense for the nine months ended September 30, 2002 was $0.7 million, an increase of $0.2 million, or 29.7%, compared to the same period in 2001.  Net interest expense resulted from borrowings under the Company's line of credit, and increased over the prior year primarily due to borrowings to fund the acquisition of Wareforce in the third quarter of 2002.

The Company recorded an income tax provision of $0.9 million for the nine months ended September 30, 2002 versus $1.4 million for the comparable period in 2001, utilizing an effective tax rate of 37% in both periods.

As described in "Recent Accounting Pronouncements" below, in the second quarter of 2002, the Company completed its assessment of the impact of FAS 142, and, as required by FAS 142, effective January 1, 2002, the Company recorded a one-time, non-cash charge of approximately $10.8 million to reduce the carrying value of its goodwill.  Such charge is reflected as a cumulative effect of a change in accounting principle in the accompanying consolidated statement of operations.  The Company will perform its annual impairment review during the fourth quarter of each year, beginning with the fourth quarter of 2002.  Under FAS 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value, including consideration of the Company's market capitalization.

Net loss, including the $10.8 million non-cash write-off of goodwill, was $9.2 million, or $0.83 per share, for the nine months ended September 30, 2002 compared to net income of $2.3 million, or $0.22 per share, for the same period last year.

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Liquidity and Capital Resources

The Company's primary capital need has been the funding of the working capital requirements of its operations, new acquisitions and the development of the Outbound business.  Historically, the Company's primary sources of financing have been from cash flow from operations, public offerings and borrowings from its stockholders, private investors and financial institutions.

The Company maintains a $75 million, three-year asset-based revolving credit facility from a lending unit of a large commercial bank (the "Line of Credit") that commenced in March 2001.  The Line of Credit functions as a working capital line of credit with a borrowing base of inventory and accounts receivable, and bears interest at prime with a LIBOR option.  At September 30, 2002, the Prime Rate was 4.75%.  The Line of Credit is secured by substantially all of the Company's assets.  The Line of Credit has as its single financial covenant a minimum tangible net worth requirement and also includes a commitment fee of 0.25% annually on the unused portion of the line up to $60 million.  The Company also maintains a $40 million flooring credit facility, which functions in lieu of a vendor trade payable for inventory purchases and does not bear interest if paid within terms specific to each vendor (the "Flooring Facility").  The Flooring Facility is secured by substantially all of the Company's assets and is also supported by a letter of credit issued under the Line of Credit in the amount outstanding under the Flooring Facility from time to time.  The amount outstanding under the Flooring Facility is applied against the credit limit under the Line of Credit.  The Company had $3.5 million of borrowings under the Flooring Facility included in accounts payable and $8.8 million of net working capital advances outstanding at September 30, 2002.

As of September 30, 2002, the Company had cash and cash equivalents of $9.2 million and working capital of $20.6 million. Inventory increased $5.8 million to $51.9 million from December 31, 2001.  Accounts receivable increased $21.8 million to $60.6 million from December 31, 2001 due to a 37% increase in Outbound sales and the acquisitions of PBS and Wareforce.  For the nine months ended September 30, 2002, capital expenditures were $2.5 million versus $1.0 million for the comparable period last year.  The Company believes that current working capital, together with cash flows from operations and available lines of credit, will be adequate to support the Company's current operating plans for at least the next twelve months.  If the Company needs extra funds, such as for acquisitions or expansion or to fund a significant downturn in sales that causes losses, there are no assurances that adequate financing will be available at acceptable terms, if at all.  The Company was in compliance with its financial covenants under the Line of Credit at September 30, 2002.

In July 1996, the Company announced its plan to repurchase up to 1,000,000 shares of its Common Stock.  In September 2002, the Company announced the resumption of the share repurchase program.  During the third quarter of 2002, the Company purchased 44,700 shares at an aggregate cost of $119,450.  The shares may be repurchased from time to time at prevailing market prices, through open market or negotiated transactions, depending upon market conditions. No limit was placed on the duration of the repurchase program. There is no guarantee as to the exact number of shares that the Company will repurchase. Subject to applicable securities laws, repurchases may be made at such times and in such amounts as the Company's management deems appropriate. The program can also be discontinued at any time management feels additional purchases are not warranted. The Company will finance the repurchase plan with existing working capital. As of September 30, 2002, the Company has repurchased a total of 59,700 shares under the program.

As part of its growth strategy, the Company may, in the future, acquire other companies in the same or complementary lines of business. Any such acquisition and the ensuing integration of the operations of the acquired company would place additional demands on the Company's management and operating and financial resources.

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Inflation

Inflation has not had a material impact upon operating results, and the Company does not expect it to have such an impact in the near future. There can be no assurances, however, that the Company's business will not be so affected by inflation.

Change in  Accounting Principle and Recent Accounting Pronouncements

In July 2001, the FASB issued Statements of Financial Accounting Standards ("Statement") No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" ("FAS 142").  These standards change the accounting for business combinations by, among other things, prohibiting the prospective use of pooling-of-interests accounting and requiring companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life.  Instead, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment.  In January 2002, the Company adopted FAS 142 and will perform its annual impairment review during the fourth quarter of each year, commencing in the fourth quarter of 2002. 

Under FAS 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value, including consideration of the Company's market capitalization.  The Company's reporting units are generally consistent with the operating segments underlying the segments identified in Note 4 - Segment Information.  This methodology differs from the Company's previous policy, as permitted under accounting standards existing at that time, of using undiscounted cash flows to determine if goodwill is recoverable.

In the second quarter of 2002, the Company completed its assessment of the impact of FAS 142, and, as required by the provisions of FAS 142, effective January 1, 2002, the Company recorded a one-time, non-cash charge of approximately $10.8 million to reduce the carrying value of its goodwill.  Such charge is reflected as a cumulative effect of a change in accounting principle in the accompanying consolidated statement of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets."  SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of" and APB Opinion No. 30, "Reporting Extraordinary, Unusual and Infrequently Occurring Events and Transactions" and amends APB No. 51, "Consolidated Financial Statements."  This Statement was issued to address the accounting for a segment of a business accounted for as a discontinued operation under APB No. 30 and to establish a single accounting model based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale.  The Statement is effective for financial statements issued for fiscal years beginning after December 15, 2001.  The adoption of this statement did not have a material impact on the Company's consolidated financial statements.

In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13, and Technical Corrections."  Among other things, SFAS No. 145 rescinds various pronouncements regarding early extinguishment of debt and allows extraordinary accounting treatment for early extinguishment only when the provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are met.  SFAS No. 145 provisions regarding early extinguishment of debt are generally effective for fiscal years beginning after May 15, 2002.  Management does not believe that the adoption of this statement will have a material impact on the Company's consolidated financial statements.

In July 2002, the FASB issued FAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The principal difference between this Statement and Issue 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity.  This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.  Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan.  A fundamental conclusion reached in this Statement is that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability.  Therefore, this Statement eliminates the definition and requirements for recognition of exit costs in Issue 94-3.  This Statement also establishes that fair value is the objective for initial measurement of the liability.  The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002.  The Company does not believe that this Statement will have a material impact on its consolidated financial statements.

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Business Factors

Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements. The realization of any or all of these expectations is subject to a number of risks and uncertainties and it is possible that the assumptions made by management may not materialize, causing actual results to differ materially from the forward looking statements. In that regard, there can be no assurance that the transition in the Company's business strategy to an increasingly Outbound sales model will be successful, that enhancements to Outbound account executive support or other actions by the Company will result in improved productivity, that profitability can be optimized, that infrastructure investments in the Company's Outbound business will result in expanded market share, or that the Company will be profitable in 2002 or for the ensuing periods.  There also can be no assurance that the growth in Outbound sales will continue, that the Company's expansion of its Outbound sales force will increase sales sufficiently to offset costs, that Core Business sales, particularly catalog sales, will rebound to historic levels, or that cost reductions, EBITDA or profitability for the Company's Core Business and eCOST will continue or improve.  There can also be no assurance that the Company will successfully integrate businesses acquired by the Company or that the Company will realize the potential synergies of such acquired businesses.   Increases in the percentage of direct sales by our vendors could adversely affect our business.  In addition to the factors set forth above, other important factors that could cause actual results to differ materially from our expectations include: competition from companies either currently in the market or entering the market; competition from other catalog and retail store resellers and price pressures related thereto; uncertainties surrounding the supply of and demand for products manufactured by and compatible with Linux or Apple Computer; our reliance on Apple Computer, IBM, Hewlett-Packard, Compaq and other vendors; risks due to shifts in market demand and/or price erosion of owned inventory; general economic and computer industry conditions; the continued acceptance of the Company's distribution channel by vendors and customers; the timely availability and acceptance of new products; continuation of key vendor relationships and support programs; the continuing development, maintenance, and operation of the Company's information technology ("IT") systems; changes and uncertainties in economic conditions that could affect the rate of IT spending by the Company's customers; changes in pricing by our vendors; the timing and extent of repurchases under the Company's share repurchase program; inability to convert back orders to completed sales; the ability of the Company to hire and retain qualified sales account executives; the effects of natural disasters or geopolitical events on the Company or the general economy; dependence on key personnel and sales or use tax collection.   In addition, if the Company needs extra funds, such as for acquisitions or expansion or to fund a significant downturn in sales that causes losses, there are no assurances that adequate financing will be available at acceptable terms, if at all.  This list of risk factors is not intended to be exhaustive.  Reference should also be made to the risk factors set forth from time to time in the Company's SEC reports, including but not limited to those set forth in the section entitled, "Certain Factors Affecting Future Results" in its Annual Report on Form 10-K for 2001.