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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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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 June 30, 2003
| |  | --------------------------------------------



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- |  | --------------------------------------------------------------------------------------------



| |  | For the transition period from  to
| |  | ----------------------------------



Commission File Number: 000-24373



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GLOBAL IMAGING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 59-3247752                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3820 Northdale Boulevard, Suite 200A Tampa, Florida            |  | 33624                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telepone number, including area code: 813-960-5508





(Former name or former address, if changed since last report)



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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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  x  No ̈



The registrant had 21,450,993 shares of common stock, $.01 par value, outstanding as of August 6, 2003.



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INDEX



|                                                                                                    |  | Page
|--------------------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION                                                                        |  |     
|                                                                                                    | 
|ITEM 1Consolidated Financial Statements                                                            |  |     
|                                                                                                    | 
|Consolidated Balance Sheets as of June 30, 2003 (Unaudited) and March 31, 2003                      |  | 3   
|                                                                                                    | 
|Consolidated Statements of Operations for the three months ended June 30, 2003 and 2002 (Unaudited) |  | 4   
|                                                                                                    | 
|Consolidated Statements of Cash Flows for the three months ended June 30, 2003 and 2002 (Unaudited) |  | 5   
|                                                                                                    | 
|Consolidated Statement of Stockholders Equity for the three months ended June 30, 2003 (Unaudited) |  | 6   
|                                                                                                    | 
|Notes to Consolidated Financial Statements (Unaudited)                                              |  | 7   
|                                                                                                    | 
|ITEM 2Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 12  
|                                                                                                    | 
|ITEM 3Quantitative and Qualitative Disclosures about Market Risk                                   |  | 19  
|                                                                                                    | 
|ITEM 4Controls and Procedures                                                                      |  | 20  
|                                                                                                    | 
|PART IIOTHER INFORMATION                                                                           |  |     
|                                                                                                    | 
|ITEM 2Changes in Securities and Use of Proceeds                                                    |  | 20  
|                                                                                                    | 
|ITEM 6Exhibits and Reports on Form 8-K                                                             |  | 20  
|                                                                                                    | 
|SIGNATURE                                                                                           |  | 22  
|                                                                                                    | 
|EXHIBIT INDEX                                                                                       |  | 23  





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PART IFINANCIAL INFORMATION



|ITEM 1. |  | Consolidated Financial Statements
|------- |  | ---------------------------------



GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)



|                                                                                                                                                                         |  | June 30, 2003 |         |   | March 31, 2003 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | -------------- | -
|                                                                                                                                                                         |  | (Unaudited)   |         |   |                |  
|ASSETS                                                                                                                                                                   |  |               |         |   |                |  
|Current assets:                                                                                                                                                          |  |               |         |   |                |  
|Cash and cash equivalents                                                                                                                                                |  | $             | 964     |   |                | $
|Accounts receivable, net of allowance for doubtful accounts ($2,757 and $2,671 at June 30, 2003 and March 31, 2003, respectively)                                        |  |               | 83,311  |   |                |  
|Inventories                                                                                                                                                              |  |               | 75,686  |   |                |  
|Deferred income taxes                                                                                                                                                    |  |               | 5,829   |   |                |  
|Prepaid expenses and other current assets                                                                                                                                |  |               | 2,823   |   |                |  
|                                                                                                                                                                         |  |               |         |   |                |  
|Total current assets                                                                                                                                                     |  |               | 168,613 |   |                |  
|Rental equipment, net                                                                                                                                                    |  |               | 16,569  |   |                |  
|Property and equipment, net                                                                                                                                              |  |               | 10,851  |   |                |  
|Other assets                                                                                                                                                             |  |               | 831     |   |                |  
|Related party notes receivable                                                                                                                                           |  |               | 400     |   |                |  
|Intangible assets, net:                                                                                                                                                  |  |               |         |   |                |  
|Goodwill                                                                                                                                                                 |  |               | 330,951 |   |                |  
|Noncompete agreements                                                                                                                                                    |  |               | 599     |   |                |  
|Financing fees                                                                                                                                                           |  |               | 5,443   |   |                |  
|                                                                                                                                                                         |  |               |         |   |                |  
|Total assets                                                                                                                                                             |  | $             | 534,257 |   |                | $
|                                                                                                                                                                         |  |               |         |   |                |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                     |  |               |         |   |                |  
|Current liabilities:                                                                                                                                                     |  |               |         |   |                |  
|Accounts payable                                                                                                                                                         |  | $             | 30,713  |   |                | $
|Accrued liabilities                                                                                                                                                      |  |               | 10,111  |   |                |  
|Accrued compensation and benefits                                                                                                                                        |  |               | 12,186  |   |                |  
|Accrued interest                                                                                                                                                         |  |               | 456     |   |                |  
|Current maturities of long-term debt                                                                                                                                     |  |               | 1,518   |   |                |  
|Deferred revenue                                                                                                                                                         |  |               | 22,548  |   |                |  
|Income taxes payable                                                                                                                                                     |  |               | 5,500   |   |                |  
|                                                                                                                                                                         |  |               |         |   |                |  
|Total current liabilities                                                                                                                                                |  |               | 83,032  |   |                |  
|Deferred income taxes                                                                                                                                                    |  |               | 11,900  |   |                |  
|Long-term debt, less current maturities                                                                                                                                  |  |               | 203,477 |   |                |  
|                                                                                                                                                                         |  |               |         |   |                |  
|Total liabilities                                                                                                                                                        |  |               | 298,409 |   |                |  
|Stockholders equity:                                                                                                                                                    |  |               |         |   |                |  
|Preferred stock, $.01 par value:                                                                                                                                         |  |               |        |   |                |  
|10,000,000 shares authorized: no shares issued.                                                                                                                          |  |               |         |   |                |  
|Common stock, $.01 par value:                                                                                                                                            |  |               |         |   |                |  
|50,000,000 shares authorized: 22,333,132 and 22,247,243 shares issued and 21,367,598 and 21,264,923 shares outstanding at June 30, 2003 and March 31, 2003, respectively |  |               | 223     |   |                |  
|Common stock held in treasury, at cost: 965,534 and 982,320 shares at June 30, 2003 and March 31, 2003, respectively                                                     |  |               | (8,492  | ) |                |  
|Additional paid-in capital                                                                                                                                               |  |               | 137,682 |   |                |  
|Retained earnings                                                                                                                                                        |  |               | 108,226 |   |                |  
|Unearned stock-based compensation                                                                                                                                        |  |               | (1,452  | ) |                |  
|Accumulated other comprehensive loss                                                                                                                                     |  |               | (339    | ) |                |  
|                                                                                                                                                                         |  |               |         |   |                |  
|Total stockholders equity                                                                                                                                               |  |               | 235,848 |   |                |  
|                                                                                                                                                                         |  |               |         |   |                |  
|Total liabilities and stockholders equity                                                                                                                               |  | $             | 534,257 |   |                | $
|                                                                                                                                                                         |  |               |         |   |                |  



See accompanying notes.



3



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GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



|                                               |  | Three Months EndedJune 30,
|---------------------------------------------- |  | --------------------------
|                                               |  | 2003                      
|Revenues:                                      |  |                           
|Equipment and supplies sales                   |  | $                         
|Service and rentals                            |  |                           
|                                               |  |                           
|Total revenues                                 |  |                           
|Costs and operating expenses:                  |  |                           
|Cost of equipment and supplies sales           |  |                           
|Service and rental costs                       |  |                           
|Selling, general and administrative expenses   |  |                           
|Intangible asset amortization                  |  |                           
|                                               |  |                           
|Total costs and operating expenses             |  |                           
|                                               |  |                           
|Income from operations                         |  |                           
|Loss on early extinguishment of debt           |  |                           
|Interest expense                               |  |                           
|                                               |  |                           
|Income before income taxes                     |  |                           
|Income taxes                                   |  |                           
|                                               |  |                           
|Net income                                     |  | $                         
|                                               |  |                           
|Net income per common share:                   |  |                           
|Basic                                          |  | $                         
|                                               |  |                           
|Diluted                                        |  | $                         
|                                               |  |                           
|Weighted average number of shares outstanding: |  |                           
|Basic                                          |  |                           
|Diluted                                        |  |                           



See accompanying notes.



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GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(IN THOUSANDS)



|                                                                                                        |  | Three Months EndedJune 30, |         
|------------------------------------------------------------------------------------------------------- |  | -------------------------- | --------
|                                                                                                        |  | 2003                       |         
|OPERATING ACTIVITIES:                                                                                   |  |                            |         
|Net income                                                                                              |  | $                          | 4,292   
|Adjustments to reconcile net income to net cash provided by (used in) operating activities:             |  |                            |         
|Depreciation                                                                                            |  |                            | 3,705   
|Amortization                                                                                            |  |                            | 146     
|Amortization of financing fees                                                                          |  |                            | 357     
|Non-cash portion of loss on early extinguishment of debt                                                |  |                            | 3,058   
|Deferred income taxes                                                                                   |  |                            | 974     
|Unearned stock-based compensation                                                                       |  |                            | 118     
|Changes in operating assets and liabilities, net of amounts acquired in purchase business combinations: |  |                            |         
|Accounts receivable                                                                                     |  |                            | (8,790  
|Inventories                                                                                             |  |                            | 5,328   
|Prepaid expenses and other current assets                                                               |  |                            | (435    
|Other assets                                                                                            |  |                            | 84      
|Accounts payable                                                                                        |  |                            | (9,397  
|Accrued liabilities, compensation and benefits and interest                                             |  |                            | (5,415  
|Deferred revenue                                                                                        |  |                            | (192    
|Income taxes payable                                                                                    |  |                            | (437    
|                                                                                                        |  |                            |         
|Net cash (used in) provided by operating activities                                                     |  |                            | (6,604  
|INVESTING ACTIVITIES:                                                                                   |  |                            |         
|Purchase of property, equipment and rental equipment                                                    |  |                            | (6,855  
|Payment for purchase of businesses, net of cash acquired                                                |  |                            | (2,811  
|                                                                                                        |  |                            |         
|Net cash used in investing activities                                                                   |  |                            | (9,666  
|FINANCING ACTIVITIES:                                                                                   |  |                            |         
|Net payments on revolving line of credit                                                                |  |                            | (19,349 
|Net payments on other long-term debt                                                                    |  |                            | (67,907 
|Proceeds from issuance of long-term debt                                                                |  |                            | 140,000 
|Redemption and retirement of notes                                                                      |  |                            | (100,000
|Issuance of convertible notes                                                                           |  |                            | 57,500  
|Financing fees paid                                                                                     |  |                            | (5,512  
|Common stock issued for cash                                                                            |  |                            | 1,159   
|                                                                                                        |  |                            |         
|Net cash provided by (used in) financing activities                                                     |  |                            | 5,891   
|                                                                                                        |  |                            |         
|Net decrease in cash and cash equivalents                                                               |  |                            | (10,379 
|Cash and cash equivalents, beginning of period                                                          |  |                            | 11,343  
|                                                                                                        |  |                            |         
|Cash and cash equivalents, end of period                                                                |  | $                          | 964     
|                                                                                                        |  |                            |         
|Supplemental disclosure of non-cash financing activities:                                               |  |                            |         
|Issuance of restricted stock                                                                            |  | $                          |        
|                                                                                                        |  |                            |         



See accompanying notes.



5



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GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)

(IN THOUSANDS, EXCEPT FOR
SHARE AMOUNTS)



|                                                       |  | Common Stock    |  |          |     |                         
|------------------------------------------------------ |  | --------------- |  | -------- | --- | ------------------------
|                                                       |  | Number ofShares |  | ParValue |     | Held in Treasury,at cost
|Balances at March 31, 2003                             |  | 21,264,923      |  | $        | 223 |                         
|Comprehensive income:                                  |  |                 |  |          |     |                         
|Net income                                             |  |                |  |          |    |                         
|Unrealized loss on derivative instrument               |  |                |  |          |    |                         
|                                                       |  |                 |  |          |     |                         
|Total comprehensive income                             |  |                 |  |          |     |                         
|Stock options exercised                                |  | 85,889          |  |          |    |                         
|Treasury stock issued in conjunction with acquisitions |  | 16,786          |  |          |    |                         
|Amortization of unearned stock-based compensation      |  |                |  |          |    |                         
|                                                       |  |                 |  |          |     |                         
|Balances at June 30, 2003                              |  | 21,367,598      |  | $        | 223 |                         
|                                                       |  |                 |  |          |     |                         



See accompanying notes.



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GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(IN THOUSANDS, EXCEPT SHARE AND PER
SHARE AMOUNTS)



NOTE 1. BASIS OF PRESENTATION



The accompanying consolidated balance sheet as of June 30,
2003, consolidated statements of operations for the three months ended June 30, 2003 and 2002, consolidated statements of cash flows for the three months ended June 30, 2003 and 2002, and the consolidated statement of stockholders equity for
the three months ended June 30, 2003 are unaudited. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the interim periods presented have been
reflected herein. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for the entire fiscal year. The consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in Global Imaging Systems, Inc.s (together with its subsidiaries, Global or the Company) Annual Report for the year ended March 31, 2003. Certain prior
year amounts have been reclassified to conform to the current year presentation.



NOTE 2. STOCK OPTION PLANS



In 1998, the Board of Directors adopted a stock option plan under which, as currently in effect, 2,520,000 shares of our common stock may be issued
pursuant to stock options granted or sold as restricted stock to directors, officers, and employees of and consultants to the Company. At our annual meeting of stockholders to be held on August 18, 2003, we have proposed that stockholders approve an
amendment to our 1998 plan that would increase the total number of shares that may be issued under the plan to 3,320,000. As of June 30, 2003, options to purchase 2,197,397 shares of our common stock were outstanding under the stock option plan.
During the three months ended June 30, 2003, options to purchase an aggregate of 258,000 shares were granted under the 1998 stock option plan with exercise prices ranging from $18.55 to $18.99 per share. Additionally, we have issued 102,500 shares
of restricted stock under the 1998 plan.



On January 25, 2001,
the Board of Directors adopted the Global Imaging Systems, Inc. 2001 Stock Option Plan under which we may grant options to purchase up to 300,000 shares of our common stock to employees of and service providers to Global, except for our executive
officers and directors. Stock options granted under the 2001 stock option plan have the same terms as those granted under the 1998 plan. As of June 30, 2003, options to purchase 242,340 shares were outstanding under the 2001 stock option plan.
During the three months ended June 30, 2003, no options were granted under the 2001 stock option plan.



In addition to options outstanding under our stock option plans, 10,000 shares of our common stock are issuable upon the exercise of an option granted
outside of our stock option plans. This option is exercisable at a price of $12.00 per share.



We have adopted the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure  an amendment of FASB
Statement No. 123. SFAS No. 148 allows for continued use of recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25 and related interpretations in accounting for those plans. We apply the intrinsic value
recognition and measurement principles of APB Opinion No. 25 and related interpretations in accounting for those plans. No stock-based employee compensation expense is reflected in net income as all options



7



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granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of
grant.



The following table illustrates the effect on net
income and earnings per share if we had applied the fair value recognition provisions to stock-based employee compensation. Such disclosure is not necessarily indicative of the fair value of stock options that could be granted by us in future fiscal
years or of the value of all options currently outstanding.



|                                                                                                                                            |  | For Three Months Ended |      
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -----
|                                                                                                                                            |  | June 30, 2003          |      
|Net income, as reported                                                                                                                     |  | $                      | 4,292
|Deduct: Total stock-based employee compensation expense determined under fair value
based method for all awards, net of related tax effects |  |                        | (711 
|                                                                                                                                            |  |                        |      
|Pro forma net income                                                                                                                        |  | $                      | 3,581
|                                                                                                                                            |  |                        |      
|Earnings per share:                                                                                                                         |  |                        |      
|Basicas reported                                                                                                                           |  | $                      | .20  
|                                                                                                                                            |  |                        |      
|Basicpro forma                                                                                                                             |  |                        | .17  
|                                                                                                                                            |  |                        |      
|Dilutedas reported                                                                                                                         |  |                        | .19  
|                                                                                                                                            |  |                        |      
|Dilutedpro forma                                                                                                                           |  |                        | .15  
|                                                                                                                                            |  |                        |      



NOTE
3. EARNINGS PER SHARE



Basic earnings per share is computed by
dividing net income by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution from the exercise of stock options as well as the conversion of convertible notes into common stock.



The following table reconciles the numerators and denominators
of the basic and diluted earnings per share computations (shares in thousands):



|                                           |  | For Three Months Ended
|------------------------------------------ |  | ----------------------
|                                           |  | June 30, 2003         
|Numerator:                                 |  |                       
|Numerator for basic earnings per share     |  | $                     
|Effect of dilutive securities:             |  |                       
|4% convertible notes                       |  |                       
|                                           |  |                       
|Numerator for diluted earnings per share   |  | $                     
|                                           |  |                       
|Denominator:                               |  |                       
|Denominator for basic earnings per share   |  |                       
|Effect of dilutive securities:             |  |                       
|4% convertible notes                       |  |                       
|Employee stock options                     |  |                       
|                                           |  |                       
|Denominator for diluted earnings per share |  |                       
|                                           |  |                       



NOTE
4. ACQUISITIONS



During the three months ended June 30, 2003,
we acquired one business that provides office-imaging solutions and related services. Aggregate consideration, net of cash acquired, for this acquisition was approximately $3,114, consisting of cash, 16,786 shares of our common stock (valued at
$314, based on the fair value of the stock) and acquisition related expenses. Liabilities assumed in connection with this acquisition totaled approximately $460. Fair value of total assets acquired in the



8



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acquisition consisted of approximately $581 of tangible assets and approximately $3,044 of goodwill. This acquisition was
accounted for by the purchase method of accounting and, accordingly, is included in the results of operations from its date of acquisition.



The unaudited pro forma results presented below include the effects of our acquisitions for fiscal years 2004 and 2003 as if they had been consummated as
of April 1, 2002. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated at the beginning of the year
prior to acquisition.



|                             |  | Unaudited Pro formaThree Months Ended June 30,
|---------------------------- |  | ----------------------------------------------
|                             |  | 2003                                          
|Revenues                     |  | $                                             
|Net income                   |  | $                                             
|                             |  |                                               
|Net income per common share: |  |                                               
|Basic                        |  | $                                             
|Diluted                      |  | $                                             



NOTE
5. COMPREHENSIVE INCOME



The following table presents a
reconciliation of comprehensive income, comprised of net income and the unrealized gain (loss) on cash flow hedges.



|                                                       |  | Three Months Ended
|------------------------------------------------------ |  | ------------------
|                                                       |  | June 30,2003      
|Net income                                             |  | $                 
|Unrealized gain (loss) on cash flow hedges, net of tax |  |                   
|                                                       |  |                   
|Total comprehensive income                             |  | $                 
|                                                       |  |                   



NOTE
6. LONG-TERM DEBT



Long-term debt consisted of the following at June 30, 2003
and March 31, 2003:



|                                                  |  | June 30,2003 |         |   | March 31,2003 |  
|------------------------------------------------- |  | ------------ | ------- | - | ------------- | -
|Term and revolving loans                          |  | $            | 147,174 |   |               | $
|4% convertible senior subordinated notes due 2008 |  |              | 57,500  |   |               |  
|103⁄4% senior subordinated notes due 2007           |  |              |        |   |               |  
|Various notes payable                             |  |              | 321     |   |               |  
|                                                  |  |              |         |   |               |  
|Total long-term debt                              |  |              | 204,995 |   |               |  
|Less: Current maturities                          |  |              | (1,518  | ) |               |  
|                                                  |  |              |         |   |               |  
|Long-term debt, less current maturities           |  | $            | 203,477 |   |               | $
|                                                  |  |              |         |   |               |  



On June 25, 2003 we
refinanced our prior senior credit facility by amending and restating that credit agreement and borrowed a portion of the available funds from the amended and restated senior credit facility to pay all amounts owing under the prior facility. On June
26, 2003, we used funds borrowed under the amended and restated senior credit facility to redeem the entire $100,000 aggregate principal amount of our 103⁄4% senior subordinated notes due 2007. We paid approximately $109,300 to redeem the
103⁄4% notes, which amount includes a prepayment premium of approximately $5,400 plus all accrued and unpaid interest through the redemption date of approximately $3,900. We refer to



9



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the amended and restated senior credit facility as our new senior credit facility. Our new senior credit facility is with
a syndicate of banks and financial institutions, with Wachovia Bank, National Association serving as administrative agent. Our new senior credit facility is comprised of a $90,000 five-year revolving credit line and a $140,000 six-year term loan.
The revolving credit line of the new senior credit facility bears interest at rates ranging from 2.25% to 2.75% over LIBOR or from 1.00% to 1.50% over a base rate related to the prime rate, and will vary according to our ratio of total funded debt
to earnings before interest, taxes, depreciation and amortization. The term loan bears interest at a rate of 3.00% over LIBOR or 2.00% over a base rate related to the prime rate. The new senior credit facility provides for an unused commitment fee
payable to the lenders and certain other fees payable by us and our material subsidiaries. The commitment fee rates range from .50% to .75% of the unused balance. We paid commitment fees of $118 and $113 for the quarters ended June 30, 2003 and
2002, respectively, in connection with unused balances under both our prior and new senior credit facilities. Amounts borrowed under the revolving credit line of the new senior credit facility may be repaid and borrowed over the life of the new
senior credit facility, with a final maturity date of June 25, 2008. The terms of the new senior credit facility require strict compliance with various affirmative, negative, and financial covenants. Amounts borrowed under the senior credit facility
may be used to fund working capital and general corporate purposes, including acquisitions, subject to the lenders approval in the case of acquisitions with a cash purchase price of over $50,000 or an aggregate purchase price (cash, stock or
other consideration) of over $75,000. We are prohibited from paying cash dividends under the terms of the agreement governing our new senior credit facility.



During the three months ended June 30, 2003 we incurred a loss on early extinguishment of debt in the amount of $8,433 related to the refinancing of our
prior senior credit facility and the redemption of our 103⁄4% senior subordinated notes due 2007. The loss is made up of a prepayment premium of $5,375 for the early redemption of our 103⁄4% notes and a $3,058 non-cash charge for the write-off
of the unamortized portion of financing fees related to those notes and the prior senior credit facility.



On May 16, 2003, we issued $57,500 of 4% convertible senior subordinated notes due 2008, which we refer to as our convertible notes, in a private
placement to institutional investors. The issuance of our convertible notes was the first part of a plan to refinance our long-term indebtedness. The net proceeds were used to repay a portion of the amount outstanding under our prior senior credit
facility. The convertible notes bear interest at 4%, payable semi-annually, and are convertible into our common stock at any time at the conversion rate of approximately 41.8550 shares per one thousand principal amount of the convertible notes. This
is equivalent to a conversion price of $23.892 per share. The convertible notes may be redeemed on or after May 20, 2006, in whole or in part, at the following redemption prices expressed as percentages of the outstanding principal amount:



|Redemption Period                 |  | Percentage |  
|--------------------------------- |  | ---------- | -
|May 20, 2006 through May 14, 2007 |  | 101.6      | %
|May 15, 2007 through May 14, 2008 |  | 100.8      | %
|May 15, 2008 and thereafter       |  | 100.0      | %



The convertible notes
are jointly and severally guaranteed by our current and certain of our future subsidiaries on a senior subordinated basis.



We enter into interest rate swap agreements to hedge the fluctuations in variable interest rates and do not use derivative instruments for speculative
purposes. Effective November 12, 2002, we entered into a three-year swap agreement. This agreement effectively converted $20,000 of our variable-rate debt to fixed-rate debt, reducing the exposure to changes in interest rates. Under this



10



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swap agreement, we received an average variable rate of 1.3% and paid an average fixed rate of 2.7% for the period from
March 31, 2003 to June 30, 2003. We have recognized a loss, net of tax, of approximately $116 for the three month period ended June 30, 2003 related to the change in the fair value of the interest rate swap, which has been recorded in comprehensive
income.



NOTE 7. RECENT ACCOUNTING
PRONOUNCEMENTS



In January 2003, the EITF reached a consensus
on Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. EITF Issue No. 02-16 provides guidance regarding how a reseller of a vendors products should account for cash
consideration received from that vendor. As a result of adopting the provisions of EITF Issue No. 02-16 effective April 1, 2003, we reclassified certain vendor incentives from selling, general and administrative expenses to cost of goods sold in
both the current and prior year. We deemed these reclassifications to be immaterial to our consolidated financial position and results of operations.



In April 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective for contracts entered into or modified and for hedging relationships designated after June 30, 2003. We do not expect the adoption of this statement to have a material
impact on our consolidated financial position and results of operations.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This statement is
effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of
nonpublic entities. We do not expect the adoption of this statement to have a material impact on our consolidated financial position and results of operations.



NOTE 8. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION



We have issued $57,500 of 4% convertible senior subordinated notes that are fully and unconditionally guaranteed on a joint
and several basis by all our existing subsidiaries (the Guarantors), each of which is wholly owned, directly or indirectly, by us. We are a holding company all of whose operations are conducted by the Guarantors and we have no operations or assets
separate from its investment in its subsidiaries.



11



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|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- |  | -------------------------------------------------------------------------------------

| |  | (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
| |  | -----------------------------------------------



The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes included
elsewhere in this Report on Form 10-Q and our Annual Report for the year ended March 31, 2003. The discussion in this section contains forward-looking statements, including statements relating to the pace of our future acquisitions and overall
growth, the benefits that will be realized by businesses we have acquired or may acquire, our future product and service offerings, pace of borrowings and future cash flows. These forward-looking statements are based largely on managements
current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to risks, uncertainties and assumptions, which could cause our actual
results to differ materially from the results suggested by these forward-looking statements. Some factors that may cause our results to differ materially from these statements are:



| |  |  | the departure of one or more of our executive officers or a substantial number of our core company presidents could disrupt our operations, divert the attention of our management,
or otherwise adversely affect our revenues.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the highly competitive nature of the markets we serve may result in changes in our competitive climate, which could require us to lower prices and therefore would reduce our
revenues with no corresponding reduction in cost.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our significant debt service obligations may exacerbate the affect on our cash flow if downturns in economic and business conditions hinder our ability to adjust to rapidly changing
market conditions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | covenants in our new senior credit facility impose operating and financial restrictions that limit our discretion on some business matters, which may affect our future financing
plans or our ability to enter into certain types of strategic transactions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our dependence on our vendor relationships, the availability of products and our lease financing partners.
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | some or all of our substantial amount of goodwill may become impaired, which would adversely affect our operating results.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | fewer than expected acquisition opportunities could slow our growth.
| | - |  | --------------------------------------------------------------------



| |  |  | recognition of unanticipated costs and delays associated with ongoing integration efforts.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | increases in borrowing rates and costs which could limit our acquisitions, cause us to reduce our pace of acquisitions or growth, or accelerate the time in which we need to obtain
new financing.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | technological developments that may reduce demand for the products and services we sell or result in us facing increased competition to sell those products and services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Information regarding many of these factors and
other factors that may cause our actual results to differ materially from those contained in the forward-looking statements is presented in the Risk Factors section of our Annual Report on Form 10-K for the year ended March 31, 2003. We
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



Overview



We are a leading provider of office technology solutions to middle-market businesses in the United States. We sell and provide contract services for
automated office equipment, including



12



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copiers, facsimile machines and printers, network integration solutions and electronic presentation systems. We believe
that the markets for our products and services are converging as technology advancements and innovation produce increases in automated office equipment functionality and networking capabilities. We offer solutions incorporating products from Konica,
Canon, Ricoh, Sharp, Hewlett-Packard, IBM, Microsoft, InFocus, Sony and other leading companies from a network of 140 locations in 28 states and the District of Columbia. The contractual nature of our service and supply business, tailored lease
financing programs, high level of repeat equipment purchases and our emphasis on superior customer service generate stable and recurring revenue streams. Since our founding in June 1994, we have acquired 60 businesses, all within the United States,
which we have organized as a network of 15 core companies with corresponding satellite businesses. We believe the businesses we have acquired and the businesses we acquire in the future will benefit from our various programs and operating
strategies. These benefits include increased operating efficiencies, the support of experienced and professional senior management, expansion of the types of office imaging products and services offered, increased access to capital and enhanced
financial management.



Our revenues come from two sources:
sales of equipment and related supplies; and sales of complementary services and equipment rentals. The growth of our revenues depends on the demand for the equipment we offer, our reputation for providing timely and reliable service, our
competitors actions in the marketplace and general economic conditions. Sales of complementary supplies, parts and services are affected by equipment sales and rental volumes. Most of our service revenue is generated by contractual
arrangements to service automated office equipment.



Our gross
profit as a percentage of revenues varies from period to period depending on a number of variables including the mix of revenues from equipment, supplies, service and rentals; the mix of revenues among the markets served by us; and the mix of
revenues of the businesses acquired by us. As we acquire businesses, the percentage of our revenues that come from sales of equipment and supplies, as opposed to service and rentals, fluctuates depending on whether the businesses acquired are
primarily automated office equipment dealers or are network integrators or electronic presentation systems dealers. Automated office equipment dealers typically derive a higher percentage of their revenues from service and rentals and a lower
percentage from sales of equipment and supplies than do network integrators or electronic presentation system dealers. Generally, sales of equipment and supplies have lower gross profit margins than revenues from service and rentals. In addition,
equipment sales in the automated office equipment market generally have higher gross profit margins than equipment sales in the network integration or electronic presentation systems markets. To the extent these markets grow faster than the
automated office equipment market, over time a larger percentage of our revenues and gross profits may be derived from sales that have lower gross profit margins than our current gross profit margins.



Cost of goods sold consists primarily of the cost of new equipment, cost of
supplies and parts, labor costs to provide services, rental equipment depreciation and other direct operating costs. We depreciate our rental equipment primarily over a three-year period on a straight-line basis.



Critical Accounting Policies and Estimates



Managements discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate these estimates, including those related to accounts receivable,
inventories, vendor incentives, intangible assets and contingencies. Our estimates and judgments are based on currently available



13



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information, historical results and other assumptions we believe to be reasonable. Actual results could differ materially
from these estimates. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.



Accounts Receivable



We maintain allowances for doubtful accounts for estimated losses arising from the inability of our customers to make
required payments. We evaluate the need for adjustments to our allowance for doubtful accounts at least quarterly. Our estimate of losses is based upon prior collection experience, a review of specific customers and their ability to pay, and an
overall appraisal of current economic conditions. If the financial condition of our customers were to deteriorate, resulting in a reduced ability to make payments, additional allowances may be required which would reduce net income.



Inventories



Inventories are valued at the lower of cost or market value. For equipment, cost equals either the average cost of inventory
or, in the case of some specifically identified equipment inventory, the actual cost of that equipment inventory. For related parts and supplies, cost equals the average cost of inventory. We evaluate the need for adjustments to our reserve for
excess and slow-moving inventory at least quarterly. We write-down our inventories for estimated obsolescence by an amount equal to the difference between the cost of the inventories and their estimated market values based upon an aging analysis of
the inventories on hand, specifically known inventory-related risks and assumptions about future demand and market conditions. These write-downs are reflected in our cost of sales. If actual market conditions are less favorable than those projected
by management, additional write-downs may be required which could have an adverse effect on our financial results.



Vendor Incentives



We receive incentives from some of our vendors related to volume rebates, cooperative advertising allowances and other programs or agreements. These
incentive programs are generally for quarterly periods and do not vary significantly from quarter to quarter. There are a limited number of annual volume rebate programs offered periodically by some of our vendors. The potential rebate amounts
offered by these annual programs is significantly less than the quarterly rebate programs. We do not record any volume rebate until it is probable that it will be earned and the amount can be reasonably estimated. We record unrestricted volume
rebates received as a reduction of inventories and recognize the incentives as a reduction to cost of sales when the related inventories are sold. Cooperative advertising allowances are generally required by the vendor to be used by us exclusively
for advertising or other marketing programs. These restricted cooperative advertising allowances are recognized as a reduction to selling, general and administrative expenses as the related marketing expenses are incurred. Amounts received or
receivable from vendors that are not yet earned are deferred in the consolidated balance sheets. In addition, we receive early payment discounts from certain vendors. We record early payment discounts received as a reduction of inventories and
recognize the discount as a reduction to cost of sales when the related inventories are sold.



Intangible Assets



As a
result of our acquisition activity, we carry a substantial amount of goodwill, which is the excess of the cost of our acquired businesses over the fair value of the acquired net assets. We examine the carrying value of our goodwill and our other
intangible assets as current events and circumstances warrant to determine whether there are any impairment losses. For goodwill, we test the



14



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recorded amount on the first day of the fourth quarter of our fiscal year, or more frequently if conditions change, by
comparing the recorded value to estimated fair value. If indicators of impairment were present relating to other intangible assets and future cash flows were not expected to be sufficient to recover the assets carrying amount, an impairment
loss would be charged to expense in the period identified. To date, we have not identified any event that would indicate an impairment of the value of goodwill or other intangible assets recorded in our consolidated financial statements.



Contingencies



We accrue amounts for contingent obligations, including estimated legal costs, when the obligations are probable and the
amounts are reasonably estimable. As facts concerning contingencies become known, we reassess our position and make appropriate adjustments to the consolidated financial statements. Estimates that are particularly sensitive to future charges include
tax, legal and other regulatory matters which are subject to change as events evolve and as additional information becomes available during the administrative and litigation process.



RESULTS OF OPERATIONS



The following table sets forth our total revenues, revenues by type and our estimated internal growth rates for all revenues
during the periods indicated. We calculate the internal growth rate for each period by comparing total revenues earned by businesses that were part of our company during the entire subject period and the corresponding period in the prior year to the
total revenues earned by those same businesses during the corresponding period in the prior year when the businesses were also part of our company. The growth rates provided are our best estimates of changes in total revenues that are not the result
of business acquisitions during a particular period.



|                                             |  | Three Months Ended June 30, |        
|-------------------------------------------- |  | --------------------------- | -------
|                                             |  | 2003                        |        
|Revenues:                                    |  |                             |        
|Equipment revenues                           |  | $                           | 112,130
|Supplies revenues                            |  |                             | 22,688 
|                                             |  |                             |        
|Equipment and supplies revenues              |  | $                           | 134,818
|                                             |  |                             |        
|Service revenues                             |  | $                           | 41,655 
|Rental revenues                              |  |                             | 3,699  
|                                             |  |                             |        
|Service and rental revenues                  |  | $                           | 45,354 
|                                             |  |                             |        
|Total revenues                               |  | $                           | 180,172
|                                             |  |                             |        
|Estimated internal growth rates for revenues |  |                             | 7.5%   



15



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The following table sets forth our gross profit by revenue type and gross profit by revenue type as a
percentage of revenue during the periods indicated:



|                                                         |  | Three Months Ended June 30,
|-------------------------------------------------------- |  | ---------------------------
|                                                         |  | 2003                       
|Gross profit by revenue type:                            |  |                            
|Equipment                                                |  | $                          
|Supplies                                                 |  |                            
|Service                                                  |  |                            
|Rental                                                   |  |                            
|                                                         |  |                            
|Total gross profit                                       |  | $                          
|                                                         |  |                            
|Gross profit by revenue type as a percentage of revenue: |  |                            
|Equipment                                                |  |                            
|Supplies                                                 |  |                            
|Service                                                  |  |                            
|Rental                                                   |  |                            
|                                                         |  |                            
|Total                                                    |  |                            
|                                                         |  |                            



THREE
MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002



Revenues



Total
revenues for the three months ended June 30, 2003 were $180,172, which represents an increase of 17.3% over the same period in fiscal year 2003. The majority of the revenue growth was due to additional revenues from one business acquired during the
three months ended June 30, 2003 and six businesses acquired in fiscal year 2003. Our estimated combined internal growth rate for the three months ended June 30, 2003 was 7.5%, attributable to internal growth in automated office equipment revenues
as well as in network integration solutions and electronic presentation systems revenues.



Equipment and supplies revenues for the three months ended June 30, 2003 were $134,818, which represents an increase of 18.7% over the same period in fiscal year 2003. Equipment revenues increased 19.1% and supplies
revenues increased 16.9%, with the majority of the revenue growth due to the businesses acquired during the three months ended June 30, 2003 and fiscal year 2003.



Service and rental revenues for the three months ended June 30, 2003 were $45,354, which represents an increase of 13.1%
over the same period in fiscal year 2003. Service revenues increased 13.8% and rental revenues increased 5.4%, with the majority of the revenue growth due to the businesses acquired during the three months ended June 30, 2003 and fiscal year 2003.



Gross Profit



Gross profit of $68,484 for the three months ended June 30, 2003 reflected a
13.2% increase over the same period in fiscal year 2003. This is partially due to internal growth of automated office equipment revenues, which historically have higher gross profit margins than network integration solutions revenues and electronic
presentation systems revenues. In addition, gross profit increased due



16



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to the acquisition of automated office equipment dealers in the three months ended June 30, 2003 and fiscal year 2003.



The gross profit margin for equipment revenues for the three
months ended June 30, 2003 decreased 1.1 percentage points from the same period one year ago. This is primarily due to a decline in gross profit margins of automated office equipment and network integration solutions.



Supplies gross profit margin for the three months ended June 30, 2003
remained flat as compared to the same period one year ago.



Service gross profit margin for the three months ended June 30, 2003 decreased 1.6 percentage points from the same period one year ago, which is primarily due to a decline in automated office equipment service gross profit margins.



Rental gross profit margin for the three months ended June 30,
2003 decreased 6.9 percentage points from the same period last year, primarily due to an increase in rental depreciation expense as a result of several large customer accounts renewing contracts and replacing fully depreciated rental equipment with
new rental equipment.



Selling, General and
Administrative Expenses



Selling, general and
administrative expenses, or SG&A expenses, increased 14.6% to $48,657 for the three months ended June 30, 2003. This amount was 27.0% of total revenues compared to 27.6% of total revenues for the three months ended June 30, 2002. These expenses
increased principally due to the acquisition of one business in the three months ended June 30, 2003 and six businesses in fiscal year 2003. In addition to the increase from acquisitions, payroll and commissions, telephone expenses, insurance
expenses and occupancy expenses also increased. The decrease in expense as a percentage of revenues was primarily the result of higher revenues in fiscal year 2004 as compared to the same period in fiscal year 2003.



Intangible Asset Amortization



Intangible asset amortization was $146 for the three months ended June 30,
2003, compared to $194 for the same period in fiscal year 2003. This amortization is for non-compete agreements and customer lists. The decline is due to certain agreements being fully amortized during the three months ended June 30, 2003.



Income From Operations



Income from operations was $19,681, or 10.9% of total revenues, for the
three months ended June 30, 2003, compared to $17,819 or 11.6% of total revenues for the same period in fiscal year 2003. Income from operations was positively impacted by the increase in combined revenues and gross profit as discussed above.



Loss on early extinguishment of debt



During the three months ended June 30, 2003 we incurred a
loss on early extinguishment of debt in the amount of $8,433 related to the refinancing of our prior senior credit facility and the redemption of our 103/4% senior subordinated notes due 2007. The loss is made up of a prepayment premium of $5,375 for the early redemption of our 103/4% notes and a $3,058 non-cash charge for the write-off of the unamortized portion of financing fees related to those notes and the prior senior credit facility.



17



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Interest Expense



Interest expense decreased 16.9% to $4,142 for the three months ended June 30, 2003, compared to $4,985 for the same period
in fiscal year 2003. The decrease in interest expense was due to a lower average level of borrowings and lower interest rates. Interest expense includes the amortization of financing fees incurred in connection with our new senior credit facility as
well as our prior credit facility, the 103/4% senior subordinated notes due 2007 and the 4% convertible senior
subordinated notes due 2008.



Income
Taxes



The provision for income taxes was $2,814 for the
three months ended June 30, 2003, compared to $5,146 for the same period in fiscal year 2003. The decrease in income taxes was primarily due to decreased pre-tax income for the three months ended June 30, 2003 resulting from the loss on early
extinguishment of debt as well as a reduction in the effective income tax rate. The effective income tax rate was 39.6% for the three months ended June 30, 2003 and 40.1% for the same period in fiscal year 2003. The effective income tax rate was
higher than the federal statutory rate of 35% due to state and local taxes.



LIQUIDITY AND CAPITAL RESOURCES



Historically, we have financed our operations primarily through internal cash flow, sales of equity and debt securities and bank financing, including the financing facility described below. These sources of funds have been used to fund our
growth both internally and through acquisitions. We are pursuing an acquisition strategy and expect to acquire more businesses. As we continue to acquire more businesses, we may incur additional debt and seek additional equity capital.



On May 16, 2003, we issued $57,500 of 4% convertible senior subordinated
notes in a private placement to institutional investors. The issuance of our convertible notes was the first part of a plan to refinance our long-term indebtedness. We used the net proceeds of approximately $55,500 from the offering to repay a
portion of the amount outstanding under our prior senior credit facility. The convertible notes bear interest at 4%, payable semi-annually, and are convertible into our common stock at any time at the conversion rate of approximately 41.8550 shares
per one thousand principal amount of the convertible notes. This is equivalent to a conversion price of $23.892 per share. The convertible notes may be redeemed on or after May 20, 2006, in whole or in part, at the following redemption prices
expressed as percentages of the outstanding principal amount:



|Redemption Period                 |  | Percentage
|--------------------------------- |  | ----------
|May 20, 2006 through May 14, 2007 |  | 101.6%    
|May 15, 2007 through May 14, 2008 |  | 100.8%    
|May 15, 2008 and thereafter       |  | 100.0%    



The convertible notes
are jointly and severally guaranteed by our current and certain of our future subsidiaries on a senior subordinated basis.



On June 25, 2003, we refinanced our prior senior credit facility by amending and restating the credit agreement for our prior senior credit facility. We
refer to the amended and restated senior credit facility as our new senior credit facility. A portion of the available funds under our new senior credit facility was used to fully repay amounts outstanding under our prior senior credit facility. Our
new senior credit facility is with a syndicate of banks and financial institutions, with Wachovia Bank,



18



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National Association serving as administrative agent. Our new senior credit facility is comprised of a $90,000 five-year
revolving credit line and a $140,000 six-year term loan. The revolving credit line of the new senior credit facility bears interest at rates ranging from 2.25% to 2.75% over LIBOR or from 1.00% to 1.50% over a base rate related to the prime rate,
and will vary according to our ratio of total funded debt to earnings before interest, taxes, depreciation and amortization. The term loan bears interest at a rate of 3.00% over LIBOR or 2.00% over a base rate related to the prime rate. The new
senior credit facility provides for an unused commitment fee payable to the lenders and certain other fees payable by us and our material subsidiaries. The commitment fee rates range from .50% to .75% of the unused balance. We paid commitment fees
of $118 and $113 for the quarters ended June 30, 2003 and 2002, respectively, in connection with unused balances under both our prior and new senior credit facilities. Amounts borrowed under the revolving credit line of the new senior credit
facility may be repaid and borrowed over the life of the new senior credit facility, with a final maturity date of June 25, 2008. The terms of the new senior credit facility require strict compliance with various affirmative, negative, and financial
covenants. Amounts borrowed under the new senior credit facility may be used to fund working capital and general corporate purposes, including acquisitions, subject to the lenders approval in the case of acquisitions with a cash purchase price
of over $50,000 or an aggregate purchase price (cash, stock or other consideration) of over $75,000. As of June 30, 2003, we had $82,326 of additional borrowing availability under the revolving credit portion of our new senior credit facility
following the payoff of the prior facility and the redemption of our 103⁄4% notes discussed below. This amount has been reduced by $500 to reflect the aggregate amount of an outstanding standby letters of credit issued under the new senior credit
facility to support our obligations incurred in the ordinary course of business. As of June 30, 2003, no amounts had been paid under these letters of credit.



The final part of our plan to refinance our long-term indebtedness was completed on June 26, 2003, when we redeemed the entire $100,000 aggregate
principal amount outstanding under the 103⁄4% notes. We paid approximately $109,300 to redeem the 103⁄4% notes, which amount represents the redemption price of $105,400 plus all accrued and unpaid interest through the redemption date of
approximately $3,900. We paid the redemption price using a portion of the proceeds from our new senior credit facility.



Net cash used in operating activities of $6,604 for the three months ended June 30, 2003 was primarily attributable to increases in accounts receivable
and decreases in accounts payable, partially offset by decreases in inventories. Net cash used in investing activities of $9,666 during the three months ended June 30, 2003 was primarily for the purchase of rental equipment as well as the
acquisition of one business. Net cash provided by financing activities of $5,891 during the three months ended June 30, 2003 was primarily for transactions related to our refinancing activities discussed above.



We believe that cash flows from future operations, together with funds
available under our new senior credit facility, will be sufficient to fund our current and foreseeable operational needs and acquisition growth strategy.



|ITEM 3. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- |  | ----------------------------------------------------------



Our market risk is primarily limited to fluctuations in interest rates as it pertains to our borrowings under our new senior credit facility. There have
been no material changes to the information in the Item 7A disclosure made in our Annual Report on Form 10-K for the fiscal year ended March 31, 2003.



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|ITEM 4. |  | CONTROLS AND PROCEDURES
|------- |  | -----------------------



(a) Disclosure controls and procedures. We maintain disclosure controls and procedures designed to ensure that we are able to collect and record the
information we are required to disclose in the reports we file with the Securities and Exchange Commission (SEC), and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on their
evaluation of our disclosure controls and procedures, the chief executive officer and chief financial officer believe that these controls and procedures were effective, as of the end of the period covered by this report, to ensure that we are able
to collect, process and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods.



(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting during the period
covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART IIOTHER INFORMATION



|ITEM 2. |  | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- |  | -----------------------------------------



(c) On May 26, 2003 we issued 16,786 shares of our common stock to the stockholders of Alternative Office Systems, Inc. (Alternative) as
payment for 10% of the outstanding stock of Alternative. The offer and sale of the common stock was made to accredited investors and was exempt from registration under the Securities Act of 1933, as amended, pursuant to Rule 506 thereunder.



On May 16, 2003, we sold Wachovia Securities, Inc., Raymond
James & Associates, Inc., SunTrust Capital Markets, Inc. and Robert W. Baird & Co. Incorporated (collectively, the Initial Purchasers) $57,500 aggregate principal amount of our 4% convertible senior subordinated notes due 2008.
The notes are convertible into shares of our common stock at a conversion price of $23.892 per share. This is the equivalent to a conversion rate of approximately 41.8550 shares per one thousand principal amount of notes. The offer and sale of the
notes to the Initial Purchasers was exempt from registration pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933. The Initial Purchasers, in turn, reoffered the units to qualified institutional buyers pursuant to the
exemption from the registration requirements of the Securities Act afforded by Rule 144A thereunder. The gross proceeds to us from the notes offering were $57,500, and the net proceeds to us, after paying the Initial Purchasers discount of
approximately $2,000, were approximately $55,500.



|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K
|------- |  | --------------------------------



| | (a) |  | Exhibits
| | --- |  | --------



The Exhibit Index filed herewith is incorporated herein by reference.



| | (b) |  | Reports on Form 8-K.
| | --- |  | --------------------



On May 9, 2003, we filed with the SEC a current report on Form 8-K to announce the financial results for the quarter and fiscal year ended March 31, 2003.



On May 12, 2003, we filed with the SEC a current report on
Form 8-K to announce our proposed offering of 4% convertible senior subordinated notes due 2008.



20



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On May 12, 2003, we filed with the SEC a current report on Form 8-K to announce our plan to refinance our
existing long-term indebtedness and receipt of commitment to replace our existing senior credit facility.



21



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SIGNATURE



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.



|               |  |      |  | GLOBAL IMAGING SYSTEMS, INC.
|-------------- |  | ---- |  | ----------------------------
|               |  |      |  |                             
|               |  |     
|August 8, 2003 |  |      |  | /s/    RAYMOND SCHILLING    
|               |  | Date |  |                             



22



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EXHIBIT INDEX



(Pursuant to
Item 601 of Regulation S-K)



|Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                                 
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|3.1    |  | Amended and Restated Certificate of Incorporation of Global Imaging Systems, Inc. (1)                                                                                                                                                                                                                                                                   
|       | 
|3.2    |  | Amended and Restated Bylaws of Global Imaging Systems, Inc. (1)                                                                                                                                                                                                                                                                                         
|       | 
|4.1    |  | Indenture dated as of May 16, 2003 between Global Imaging Systems, Inc., the subsidiary guarantors and the Bank of New York, as Trustee, relating to the 4% Convertible Senior
Subordinated Notes due 2008. (2)                                                                                                                                         
|       | 
|4.2    |  | Form of Global Note. (2)                                                                                                                                                                                                                                                                                                                                
|       | 
|4.3    |  | Form of Certificated Note. (2)                                                                                                                                                                                                                                                                                                                          
|       | 
|4.4    |  | Second Amended and Restated Credit Agreement, dated as of June 25, 2003, by and among Global and certain of its subsidiaries, as Borrowers, the Lenders referred to therein and
Wachovia Bank, National Association, as Administrative Agent, General Electric Capital Corporation, as Syndication Agent, and SunTrust Bank, as Documentation Agent. (2)
|       | 
|4.5    |  | Amended and Restated Security Agreement, dated as of June 25, 2003, by and among Global and certain of its subsidiaries, as Grantors, and Wachovia Bank, National Association, as
Administrative Agent, for the benefit of itself and the Lenders referred to therein. (2)                                                                              
|       | 
|4.6    |  | Amended and Restated Pledge Agreement, dated as of June 25, 2003, by and among Global and certain of its subsidiaries, as Pledgors, and Wachovia Bank, National Association, as
Administrative Agent, for the benefit of itself and the Lenders referred to therein. (2)                                                                                
|       | 
|10.1   |  | Senior Executive Agreement, dated as of February 1, 2003, by and between Global and Alfred N. Vieira. *                                                                                                                                                                                                                                                 
|       | 
|10.2   |  | Senior Executive Agreement, dated as of February 1, 2003, by and between Global and Todd S. Johnson. *                                                                                                                                                                                                                                                  
|       | 
|10.3   |  | Registration Rights Agreement, dated May 16, 2003, by and among Global, the subsidiary guarantors, Wachovia Securities, Inc., Raymond James & Associates, Inc., SunTrust
Capital Markets, Inc. and Robert W. Baird & Co. Incorporated. (2)                                                                                                              
|       | 
|31.1   |  | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                 
|       | 
|31.2   |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                 
|       | 
|32.1   |  | Written Statement of Chief Executive Officer and Chief Financial Officer furnished (not filed) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                               

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|* |  | Management or compensatory contract.
|- |  | ------------------------------------



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|(1) |  | Incorporated by reference to Globals Registration Statement on Form S-1, No. 333-48103, as filed with the SEC on May 8, 1998.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to Globals Annual Report on Form 10-K for the fiscal year ended March 31, 2003, as filed with the SEC on June 26, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



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