UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 FORM
10-Q
 
 S
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
 OR
 
 £
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSITION PERIOD FROM __________ TO
    __________
 
 Commission
File Number     0-28488
 
  ZONES,
INC
 (Exact
name of registrant as specified in its charter)
 
 Washington
              91-1431894(State
      of Incorporation)
              (I.R.S.
      Employer Identification Number)1102
      15th
      Street SW, Suite 102Auburn,
      Washington
              98001-6509(Address
      of Principal Executive Offices)
              (Zip
      Code)
 
 (253)
205-3000
 (Registrant's
Telephone
 Number,
Including Area Code)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  S    
No  £.
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):
 Large
accelerated filer  £   
Accelerated filer  £Non-accelerated filer  £Smaller reporting
company  S
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  £    
No  S
 
 The
number of shares of the registrant's Common Stock outstanding as of November 12,
2008 was 13,229,613.
  1
  ZONES, INC.
 
 INDEX
 
 PART
I.  FINANCIAL INFORMATION
 
 Item
      1.
                    Consolidated Financial Statements
    (unaudited):Consolidated Balance Sheets September 30, 2008 and December 31,
      2007
                    3Consolidated Statements of Operations Three and nine months
      ended September 30, 2008 and 2007
                    4Statements of Shareholders’ Equity Nine months ended September
      30, 2008
                    5Consolidated Statements of Cash Flows Nine months ended
      September 30, 2008 and 2007
                    6Notes to Consolidated Financial Statements
                    7Item
      2.
                    Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                    12Item
      3.
                    Quantitative and Qualitative Disclosures About Market
      Risk
                    18Item
      4.
                    Controls and Procedures
                    18PART
      II.  OTHER INFORMATIONItem
      1.
                    Legal Proceedings
                    19Item
      1A.
                    Risk Factors
                    19Item
      2.
                    Unregistered Sales of Equity Securities and Use of
      Proceeds
                    24Item
      6.
                    Exhibits
                    25Signatures
                    25
  2
 Index
  Part
I.
 
 Item
1.  Financial
Statements
 
 ZONES,
INC.
 CONSOLIDATED
BALANCE SHEETS
 (in
thousands)
 (unaudited)
 
 September
      30,
                      
                      
                      December
      31,2008
                      
                      
                      2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      12,262
                      
                      
                      $
                      12,004Receivables,
      net of allowances of $1,436 and $1,213
                      
                      
                      91,975
                      
                      
                      
                      73,581Vendor
      receivables, net of allowances of $744 and $780
                      
                      
                      14,917
                      
                      
                      
                      15,139Inventories
                      
                      
                      21,253
                      
                      
                      
                      21,278Prepaid
      expenses
                      
                      
                      909
                      
                      
                      
                      861Deferred
      income taxes
                      
                      
                      1,377
                      
                      
                      
                      1,377Total
      current assets
                      
                      
                      142,693
                      
                      
                      
                      124,240Property
      and equipment, net
                      
                      
                      3,214
                      
                      
                      
                      3,383Goodwill
                      
                      
                      5,098
                      
                      
                      
                      5,098Deferred
      income taxes
                      
                      
                      411
                      
                      
                      
                      411Other
      assets
                      
                      
                      203
                      
                      
                      
                      190Total
      assets
                      
                      $
                      151,619
                      
                      
                      $
                      133,322LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
                      
                      
                      46,124
                      
                      
                      $
                      37,040Inventory
      financing
                      
                      
                      17,557
                      
                      
                      
                      20,252Accrued
      liabilities
                      
                      
                      14,736
                      
                      
                      
                      11,479Income
      taxes payable
                      
                      
                      1,969
                      
                      
                      
                      510Total
      current liabilities
                      
                      
                      80,386
                      
                      
                      
                      69,281Deferred
      rent obligation
                      
                      
                      1,567
                      
                      
                      
                      1,733Total
      liabilities
                      
                      
                      81,953
                      
                      
                      
                      71,014Commitments
      and contingenciesShareholders'
      equity:Common
      stock
                      
                      
                      35,672
                      
                      
                      
                      35,676Retained
      earnings
                      
                      
                      34,001
                      
                      
                      
                      26,632Accumulated
      other comprehensive loss
                      
                      
                      (7
                      )Total
      shareholders' equity
                      
                      
                      69,666
                      
                      
                      
                      62,308Total
      liabilities and shareholders' equity
                      
                      $
                      151,619
                      
                      
                      $
                      133,322
 
 See notes
to consolidated financial statements
  3
 Index
  ZONES, INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 (in
thousands, except per share data)
 (unaudited)
 
 Three
      months ended
                                          September
      30,
                                        
                                        
                                        Nine
      months ended
                                          September
      30,2008
                                        
                                        
                                        2007
                                        
                                        
                                        2008
                                        
                                        
                                        2007Net
      sales
                                        
                                        $
                                        197,720
                                        
                                        
                                        $
                                        162,970
                                        
                                        
                                        $
                                        522,809
                                        
                                        
                                        $
                                        503,384Cost
      of sales
                                        
                                        
                                        177,643
                                        
                                        
                                        
                                        144,685
                                        
                                        
                                        
                                        462,366
                                        
                                        
                                        
                                        444,480Gross
      profit
                                        
                                        
                                        20,077
                                        
                                        
                                        
                                        18,285
                                        
                                        
                                        
                                        60,443
                                        
                                        
                                        
                                        58,904Selling,
      general and administrative
                                        
                                        
                                        15,246
                                        
                                        
                                        
                                        12,104
                                        
                                        
                                        
                                        42,397
                                        
                                        
                                        
                                        37,497Advertising
      expenses
                                        
                                        
                                        1,821
                                        
                                        
                                        
                                        2,108
                                        
                                        
                                        
                                        5,385
                                        
                                        
                                        
                                        6,234Income
      from operations
                                        
                                        
                                        3,010
                                        
                                        
                                        
                                        4,073
                                        
                                        
                                        
                                        12,661
                                        
                                        
                                        
                                        15,173Other
      (income) expense, net
                                        
                                        
                                        (127
                                        )
                                        
                                        
                                        5
                                        
                                        
                                        
                                        (370
                                        )
                                        
                                        
                                        221Income
      before taxes
                                        
                                        
                                        3,137
                                        
                                        
                                        
                                        4,068
                                        
                                        
                                        
                                        13,031
                                        
                                        
                                        
                                        14,952Provision
      for income taxes
                                        
                                        
                                        1,973
                                        
                                        
                                        
                                        1,457
                                        
                                        
                                        
                                        5,662
                                        
                                        
                                        
                                        5,621Net
      income
                                        
                                        $
                                        1,164
                                        
                                        
                                        $
                                        2,611
                                        
                                        
                                        $
                                        7,369
                                        
                                        
                                        $
                                        9,331Basic
      income per share
                                        
                                        $
                                        0.09
                                        
                                        
                                        $
                                        0.20
                                        
                                        
                                        $
                                        0.56
                                        
                                        
                                        $
                                        0.71Shares
      used in computing basic income per share
                                        
                                        
                                        13,196
                                        
                                        
                                        
                                        13,146
                                        
                                        
                                        
                                        13,179
                                        
                                        
                                        
                                        13,137Diluted
      income per share
                                        
                                        $
                                        0.08
                                        
                                        
                                        $
                                        0.18
                                        
                                        
                                        $
                                        0.51
                                        
                                        
                                        $
                                        0.63Shares
      used in computing diluted income per share
                                        
                                        
                                        14,550
                                        
                                        
                                        
                                        14,736
                                        
                                        
                                        
                                        14,570
                                        
                                        
                                        
                                        14,725
 
 See notes
to consolidated financial statements
  4
 Index
  ZONES, INC.
 CONSOLIDATED
STATEMENTS OF SHAREHOLDERS' EQUITY
 (in
thousands, except share data)
 (unaudited)
 
 Common
      Stock
                    
                    
                    Accumulated
      Other Comprehensive
                    
                    
                    RetainedShares
                    
                    
                    Amount
                    
                    
                    Loss
                    
                    
                    Earnings
                    
                    
                    TotalBalance,
      January 1, 2008
                    
                    
                    13,133,114
                    
                    
                    $
                    35,676
                    
                    
                    $
                    -
                    
                    
                    $
                    26,632
                    
                    
                    $
                    62,308Purchase
      and retirement of common stock
                    
                    
                    (47,600
                    )
                    
                    
                    (455
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (455
                    )Common
      stock issued
                    
                    
                    140,517
                    
                    
                    
                    63
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    63Excess
      tax benefit from stock options exercised
                    
                    
                    
                    
                    
                    
                    137
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    137Stock-based
      compensation expense
                    
                    
                    
                    
                    
                    
                    251
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    251Subtotal
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    62,304Net
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    7,369
                    
                    
                    
                    7,369Foreign
      currency translation adjustments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (7
                    )
                    
                    
                    
                    
                    
                    
                    (7
                    )Comprehensive
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    7,362Balance,
      September 30, 2008
                    
                    
                    13,226,031
                    
                    
                    $
                    35,672
                    
                    
                    $
                    (7
                    )
                    
                    $
                    34,001
                    
                    
                    $
                    69,666
 
 See notes
to consolidated financial statements
  5
 Index
  ZONES, INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (in
thousands)
 (unaudited)
 
 Nine
      months ended
                      September
      30,2008
                    
                    
                    2007Cash
      flows from operating activities:Net
      income
                    
                    $
                    7,369
                    
                    
                    $
                    9,331Adjustments
      to reconcile net income to netcash
      provided by (used in) operating activities:Depreciation
                    
                    
                    1,201
                    
                    
                    
                    1,362Non-cash
      stock based compensation
                    
                    
                    251
                    
                    
                    
                    129Excess
      tax benefit from exercise of stock options
                    
                    
                    (137
                    )
                    
                    
                    (140
                    )(Increase)
      decrease in assets and liabilities:Receivables,
      net
                    
                    
                    (18,172
                    )
                    
                    
                    (17,247
                    )Inventories
                    
                    
                    25
                    
                    
                    
                    (1,503
                    )Prepaid
      expenses and other assets
                    
                    
                    (61
                    )
                    
                    
                    240Accounts
      payable
                    
                    
                    8,336
                    
                    
                    
                    6,175Accrued
      liabilities and deferred rent
                    
                    
                    3,091
                    
                    
                    
                    (1,721
                    )Income
      taxes payable
                    
                    
                    1,596
                    
                    
                    
                    (378
                    )Net
      cash provided by (used in) operating activities
                    
                    
                    3,499
                    
                    
                    
                    (3,752
                    )Cash
      flows from investing activities:Purchases
      of property and equipment
                    
                    
                    (1,033
                    )
                    
                    
                    (1,301
                    )Net
      cash used in investing activities
                    
                    
                    (1,033
                    )
                    
                    
                    (1,301
                    )Cash
      flows from financing activities:Net
      change in book overdraft
                    
                    
                    748
                    
                    
                    
                    (1,218
                    )Net
      change in line of credit
                    
                    
                    
                    
                    
                    
                    2,000Net
      change in inventory financing
                    
                    
                    (2,695
                    )
                    
                    
                    1,824Excess
      tax benefit from exercise of stock options
                    
                    
                    137
                    
                    
                    
                    140Purchase
      and retirement of common stock
                    
                    
                    (455
                    )
                    
                    
                    (552
                    )Cancellation
      of common stock
                    
                    
                    (68
                    )Proceeds
      from exercise of stock options
                    
                    
                    132
                    
                    
                    
                    176Net
      cash provided by (used in) financing activities
                    
                    
                    (2,201
                    )
                    
                    
                    2,370Effect
      of foreign currency on cash flow
                    
                    
                    (7
                    )Net
      increase (decrease) in cash and cash equivalents
                    
                    
                    258
                    
                    
                    
                    (2,683
                    )Cash
      and cash equivalents at beginning of period
                    
                    
                    12,004
                    
                    
                    
                    9,191Cash
      and cash equivalents at end of period
                    
                    $
                    12,262
                    
                    
                    $
                    6,508
 
 See notes
to consolidated financial statements
  6
 Index
  ZONES, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 1.  Description
of Business
 
 Zones,
Inc. (the “Company,” “We”) is a single-source direct marketing reseller of
name-brand information technology products to the small-to-medium-sized business
market (“SMB”), large enterprise accounts and public sector
accounts.  We sell these products through outbound and inbound account
executives, a national field sales force, catalogs and the
Internet.  We offer more than 150,000 products from leading
manufacturers, including Adobe, Apple, Avaya, Cisco, Epson, HP, IBM, Kingston,
Lenovo, Microsoft, NEC, Nortel Networks, Sony, Symantec and
Toshiba.
 
 On July
30, 2008, we entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Zones Acquisition Corp., a Washington corporation (“Acquisition
Co.”). Under the terms of the Merger Agreement, Acquisition Co. will be merged
with and into the Company, with the Company continuing as the surviving
corporation (the “Merger”). Acquisition Co. is owned by our Chairman and Chief
Executive Officer, Firoz Lalji.
 
 On
November 7, 2008, we announced that in order to reflect general economic
conditions, we have updated our financial projections for 2009 and reached a
preliminary understanding relative to a reduced price and other revised terms
with Acquisition Co.
 
 At the
effective time of the Merger, each issued and outstanding share of common stock
of the Company (the “Common Stock”), other than any shares owned by Mr. Lalji
and certain related parties who will remain shareholders of the Company
(collectively, the “Continuing Investors”), by Acquisition Co., by the Company,
and by any shareholders who are entitled to and who properly exercise
dissenters’ rights under Washington law, will be converted into the right to
receive $7.00 in cash, without interest.
 
 Our Board
of Directors approved the Merger Agreement on the unanimous recommendation of a
Special Committee composed solely of independent directors (the “Special
Committee”).
 
 We have
made customary representations, warranties and covenants in the Merger
Agreement, which expire at the effective time of the Merger. The Merger
Agreement permitted us to solicit superior proposals from third parties until
September 4, 2008, subject to an extension to September 17, 2008 in the
discretion of the independent members of the Board of Directors.  In
addition, we may, at any time, subject to the terms of the Merger Agreement,
respond to unsolicited proposals.  There can be no assurance that this
process will result in an alternative transaction to be acquired by a third
party.  We do not intend to disclose developments with respect to the
solicitation process unless and until our Board of Directors has made a
decision.
 
 Acquisition
Co. has obtained conditional equity and debt financing commitments or term
sheets for the transactions contemplated by the Merger Agreement and has
represented to us that the aggregate proceeds of such financing commitments or
term sheets will be sufficient for Acquisition Co. to pay the aggregate merger
consideration and all related fees and expenses. Consummation of the Merger is
not subject to a financing condition, but is subject to various other
conditions, including approval of the Merger not only by a majority of our
shareholders generally but also by shareholders holding a majority of shares
present in person or by proxy and voting at the shareholders’ meeting other than
Mr. Lalji and the other Continuing Investors, and other customary closing
conditions. The parties expect to close the transaction in the fourth quarter of
2008.
 
 The
Merger Agreement may be terminated under certain circumstances, including if our
Board of Directors (or the Special Committee) has determined in good faith that
it has received a superior proposal and otherwise complies with certain terms of
the Merger Agreement. Upon the termination of the Merger Agreement, under
specified circumstances, we will be required to pay Acquisition Co. a
termination fee of $750,000. Additionally, under specified circumstances,
Acquisition Co. will be required to pay us a termination fee of $750,000. Mr.
Lalji has agreed to guarantee any such amounts payable by Acquisition Co. to
us.
  7
 Index
  This
description of the Merger and the Merger Agreement is only a summary, does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was attached as Exhibit 2.1 to our Current Report on
Form 8-K as filed with the SEC on July 31, 2008, and is incorporated herein by
reference.
 
 2.  Summary
of Significant Accounting Policies
 
 The
accompanying unaudited consolidated financial statements and notes have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission and consequently do not include all of the disclosures
normally required by generally accepted accounting principles.
 
 Basis
of Presentation
 In the
opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments (consisting of normal recurring accruals)
which in the opinion of management are necessary for a fair statement of the
financial position and operating results for the interim periods
presented.  The results of operations for such interim periods are not
necessarily indicative of results for the full year.  These financial
statements should be read in conjunction with the audited financial statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2007 as filed with the Securities and Exchange Commission on March
3, 2008, as amended on October 15, 2008.
 
 Summary
of significant accounting policies
 The
significant accounting policies used in the preparation of our financial
statements are disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2007, as amended.
 
 Goodwill
 In
accordance with SFAS No. 142,"Goodwill and Other Intangible Assets," goodwill is
tested for impairment annually on the purchase date or sooner when events
indicate that a potential impairment exists.  We perform the
assessment annually on March 31, and all goodwill relates to the purchase of
Corporate PC Source, Inc.  There were no changes to the carrying
amount of goodwill for the period ended September 30, 2008.
 
 Revenue
Recognition
 We adhere
to the revised guidelines and principles of sales recognition in Staff
Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition,” issued by the
staff of the SEC as a revision to Staff Accounting Bulletin No. 101, “Revenue
Recognition.”  We recognize revenue on product sales when persuasive
evidence of an arrangement exists, delivery has occurred, prices are fixed or
determinable, and ability to collect is probable.  We consider the
point of delivery of the product to be when the risks and rewards of ownership
have transferred to the customer.  Our shipping terms dictate that the
passage of title occurs upon receipt of products by the customer except for the
last seven calendar days of each fiscal quarter, when all shipments are insured
in the name of the customer. For these seven days, passage of risk of loss and
title occur at the shipping point.
 
 The
majority of our sales relate to physical products. For all product sales,
shipped directly from our warehouse or from our suppliers to customers, we are
the primary obligor, have full latitude in establishing price with the customer,
select the supplier to provide the product, take title to the product sold upon
shipment, bear credit risk, and bear inventory risk for returned
products.  These sales are recognized on a gross basis with the
selling price to the customer recorded as sales and the acquisition cost of the
product recorded as cost of sales.  Additionally, amounts billed for
shipping and handling are recorded as sales.
 
 For all
third-party services, we are the primary obligor to our customer, we have full
latitude in establishing price with the customer, we select the third-party
service provider, we are obligated to compensate the service provider for work
performed regardless of whether the customer accepts the work and we bear credit
risk; therefore, these revenues are recognized on a gross basis with the selling
price to the customer recorded as sales and the acquisition cost of the service
recorded as cost of sales.
 
 Software
maintenance contracts, software agency fees, and extended warranties that we
sell (for which we are not the primary obligor), are recognized on a net basis
in accordance with Emerging Issues Task Force Issue No. 99-19 (“EITF
99-19”), “Reporting Revenue Gross as a Principal versus Net as an
Agent.”  We do not take title to the products or assume any
maintenance or return obligations in these transactions; title is passed
directly from the supplier to our customer. Accordingly, such revenues are
recognized in sales either at the time of sale or over the contract period,
based on the nature of the contract, at the net amount retained by us, with no
cost of goods sold.
  8
 Index
  Sales are
reported net of sales, use or other transaction taxes that are collected from
the customers and remitted to taxing authorities.  Sales are reported
net of returns and allowances.  We offer limited return rights on our
product sales.  We make what we believe to be reasonable estimates of
product returns based on significant historical experience. We had allowances
for sales returns of $90,000 and $76,000 at September 30, 2008 and December 31,
2007, respectively.
 
 Stock
Based Compensation
 We
maintain equity incentive plans under which we may grant non-qualified stock
options, incentive stock options, restricted stock, restricted stock units
(“RSU”) or stock appreciation rights to team members and non-employee directors.
We issue new shares of common stock upon exercise of stock options, grant of
restricted stock and the vesting of RSUs.
 
 Each
stock option granted has an exercise price of 100% of the market value of the
common stock on the date of the grant. The options generally have a contractual
life of 10 years and vest and become exercisable in 20% increments over
five years.  As of September 30, 2008, there was $30,000 of total
unrecognized pre-tax compensation expense related to non-vested stock options
granted under our equity incentive plans. This cost is expected to be recognized
over a weighted-average period of 1.00 year.  We granted no stock
options in the nine months ended September 30, 2008 or 2007.  We
granted 75,000 shares of performance based restricted stock to certain team
members during the second quarter of 2008.  As of September 30, 2008,
there was $426,000 of total unrecognized pre-tax compensation expense related to
non-vested performance-based restricted stock granted under our equity incentive
plans.  This cost, subject to achieving specific performance
milestones, is expected to be recognized over a weighted-average period of
1.91 years.
 
 Earnings
Per Share
 Earnings
per share (“EPS”) is based on the weighted average number of shares outstanding
during the period. Basic EPS excludes all dilution.  Diluted EPS
reflects the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common
stock.  We exclude all options to purchase common stock from the
calculation of diluted net income per share if such securities are
antidilutive.
 
 Recent
Accounting Pronouncements
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements” (“SFAS 157”), which defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. SFAS 157 is effective for our fiscal
year 2008. In February 2008, the FASB issued Staff Position No. 157-2,
which provides a one-year delayed application of SFAS 157 for nonfinancial
assets and liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
Early adoption is permitted. The adoption of SFAS 157 did not have a significant
effect on our consolidated financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities” (“SFAS 159”). Under SFAS 159,
entities may elect to measure specified financial instruments and warranty and
insurance contracts at fair value on a contract-by-contract basis, with changes
in fair value recognized in earnings each reporting period. The election, called
the fair value option, will enable entities to achieve an offset accounting
effect for changes in fair value of certain related assets and liabilities
without having to apply complex hedge accounting provisions. SFAS 159 is
effective as of the beginning of a company’s first fiscal year that begins after
November 15, 2007. The adoption of SFAS 159 did not have a significant
effect on our consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007),
“Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141.
SFAS 141R establishes principles and requirements for how an acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any resulting goodwill, and any noncontrolling interest in
the acquiree. SFAS 141R also provides for disclosures to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141R is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and must be
applied prospectively to business combinations completed on or after that date.
We will evaluate how the new requirements could impact the accounting for any
acquisitions completed beginning in fiscal 2009 and beyond, and the potential
impact on our consolidated financial statements.
  9
 Index
  3.  Earnings
Per Share
 
 We have
45,000,000 common shares authorized.  We have granted options to
purchase common shares or restricted stock to certain team members and our
non-employee directors.  The following is a reconciliation of the
numerators and denominators of the basic and diluted earnings per share
computations (in thousands, except per share data).
 
 Three
      months ended September 30,
                  
                  
                  Nine
      months ended September 30,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007Basic
      earnings per share:Net
      income
                  
                  $
                  1,164
                  
                  
                  $
                  2,611
                  
                  
                  $
                  7,369
                  
                  
                  $
                  9,331Weighted
      average shares outstanding
                  
                  
                  13,196
                  
                  
                  
                  13,146
                  
                  
                  
                  13,179
                  
                  
                  
                  13,137Basic
      income per share
                  
                  $
                  0.09
                  
                  
                  $
                  0.20
                  
                  
                  $
                  0.56
                  
                  
                  $
                  0.71Diluted
      earnings per share:Net
      income
                  
                  $
                  1,164
                  
                  
                  $
                  2,611
                  
                  
                  $
                  7,369
                  
                  
                  $
                  9,331Weighted
      average shares outstanding
                  
                  
                  13,196
                  
                  
                  
                  13,146
                  
                  
                  
                  13,179
                  
                  
                  
                  13,137Stock
      options
                  
                  
                  1,354
                  
                  
                  
                  1,590
                  
                  
                  
                  1,391
                  
                  
                  
                  1,588Total
      common shares and dilutive securities
                  
                  
                  14,550
                  
                  
                  
                  14,736
                  
                  
                  
                  14,570
                  
                  
                  
                  14,725Diluted
      income per share
                  
                  $
                  0.08
                  
                  
                  $
                  0.18
                  
                  
                  $
                  0.51
                  
                  
                  $
                  0.63
 
 For the
three and nine months ended September 30, 2008 and 2007, 77,768 shares
attributable to outstanding stock options were excluded from the calculation of
diluted earnings per share because the effect was anti-dilutive.  For
the three and nine months ended September 30, 2008, 56,250 shares attributable
to outstanding stock grants were excluded from the calculation of diluted
earnings per share based on assumptions determining the probability of the
performance criterion.
  4. 
Comprehensive Income
 
 Our total
comprehensive income was as follows for the periods presented (in
thousands):
 
 Three
      months ended
                                September
      30,
                              
                              
                              Nine
      months ended
                                September
      30,2008
                              
                              
                              2007
                              
                              
                              2008
                              
                              
                              2007Net
      income
                              
                              $
                              1,164
                              
                              
                              $
                              2,611
                              
                              
                              $
                              7,369
                              
                              
                              $
                              9,331Other
      comprehensive income (loss):Foreign
      currency adjustments
                              
                              
                              (4
                              )
                              
                              
                              
                              
                              
                              
                              (7
                              )Total
      comprehensive income
                              
                              $
                              1,160
                              
                              
                              $
                              2,611
                              
                              
                              $
                              7,362
                              
                              
                              $
                              9,331
  10
 Index
  5.  Commitments
and Contingencies
 
 Legal
Proceedings
 From time
to time, we are a party to various legal proceedings, claims, disputes or
litigation arising in the ordinary course of business.  We currently
believe that the ultimate outcome of any of these proceedings, individually or
in the aggregate, will not have a material adverse effect on our business,
financial condition, cash flows or results of operations.
 
 On August
13, 2008, a putative shareholder class action was filed in the Superior Court of
Washington for King County against us, our Board of Directors and Acquisition
Co.  The lawsuit alleged that members of our Board of Directors
breached their fiduciary duties, and that Acquisition Co. aided and abetted
those alleged breaches of fiduciary duties by entering into the Merger
Agreement. The lawsuit alleged, among other things, that the merger price was
“unfair,” that the merger agreement precluded competitive bidding by other
potential acquirers, and that the preliminary proxy statement filed by the
Company with the SEC was misleading or incomplete. Plaintiff sought, among other
relief, to enjoin the merger, rescission of the merger, accounting for any
improper profits received by the defendants, and attorneys’ fees.
  On
October 14, 2008, the defendants entered into a memorandum of understanding
with the plaintiff providing for the settlement of the lawsuit, subject to
customary conditions, including completion of appropriate settlement
documentation, confirmatory discovery and all necessary court approvals. As
contemplated by the memorandum of understanding, we have included certain
additional disclosures in our proxy statement filed on October 17, 2008. While
we believe this lawsuit is without merit, we have entered into the memorandum of
understanding to avoid the risk of delaying the merger and to minimize the
expense of defending the action. The settlement, if completed and approved by
the court, will resolve all of the claims that were or could have been brought
in the action, including all claims relating to the merger. In connection with
the settlement, we have agreed not to contest a petition by plaintiff’s counsel
for up to $160,000 in attorneys’ fees and up to $10,000 in actual out-of-pocket
expenses, subject to court approval.
 
 Related
Party
 In June
2004, Fana Auburn LLC, a company owned by one of our officers, who is a majority
shareholder and a member of our board of directors, purchased the property and
buildings in which our headquarters are located, subject to the existing 11-year
lease.  Under the terms of the lease agreement, we are obligated to
pay lease payments aggregating from $1.0 million to $1.3 million per year, plus
apportioned real estate taxes, insurance and common area maintenance charges.
Our Audit Committee reviewed and approved this related party transaction, and
also the potential corporate opportunity, recognizing that in the future we may
have to renew and renegotiate our lease and that such renewal and renegotiation
would also present a related party transaction, which would be subject to
further Audit Committee review and consideration.  In May 2006, after
further review and approval by our Audit Committee, we signed an amendment to
the lease agreement increasing the rentable square feet by approximately 18,923
square feet.  The additional square feet increased our annual lease
payment by $259,000. Effective January 1, 2007, we have approximately 125,196
rentable square feet located at 1102 15th Street
SW, Auburn, WA.   In April 2007, we received a tenant improvement
reimbursement from Fana Auburn LLC in the amount of $378,000 related to
construction on the additional leased space, which will be amortized over the
remaining life of the lease.  For the three months ended September 30,
2008 and 2007 we paid Fana Auburn LLC $540,000 and $535,000, respectively,
related to the lease, which is recorded in selling, general and administrative
expenses. For the nine months ended September 30, 2008 and 2007 we paid Fana
Auburn LLC $1.6 million related to the lease, which is recorded in selling,
general and administrative expenses.
  11
 Index
  6.  Segment
Information
 
 Our
business comprises one reportable segment: a single-source, multi-vendor direct
marketing reseller of name brand information technology products to
small-to-medium-sized businesses, large enterprise accounts and the public
sector markets.
 
 A summary
of our sales by product mix follows (in thousands):
 
 Three
      months ended
                          September
      30,
                        
                        
                        Nine
      months ended
                          September
      30,2008
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2007Notebooks
      & PDA’s
                        
                        $
                        35,907
                        
                        
                        $
                        20,855
                        
                        
                        $
                        114,591
                        
                        
                        $
                        70,876Desktops
      & Servers
                        
                        
                        37,198
                        
                        
                        
                        30,383
                        
                        
                        
                        92,019
                        
                        
                        
                        111,131Software
                        
                        
                        37,795
                        
                        
                        
                        38,362
                        
                        
                        
                        94,095
                        
                        
                        
                        93,269Storage
                        
                        
                        10,192
                        
                        
                        
                        10,517
                        
                        
                        
                        32,577
                        
                        
                        
                        35,443NetComm
                        
                        
                        9,309
                        
                        
                        
                        9,285
                        
                        
                        
                        25,153
                        
                        
                        
                        26,264Printers
                        
                        
                        14,146
                        
                        
                        
                        13,111
                        
                        
                        
                        37,587
                        
                        
                        
                        40,895Monitors
      & Video
                        
                        
                        28,884
                        
                        
                        
                        16,217
                        
                        
                        
                        54,227
                        
                        
                        
                        48,087Memory
      & Processors
                        
                        
                        5,556
                        
                        
                        
                        7,865
                        
                        
                        
                        14,871
                        
                        
                        
                        24,538Accessories
      & Other
                        
                        
                        18,733
                        
                        
                        
                        16,375
                        
                        
                        
                        57,689
                        
                        
                        
                        52,881
 
 Substantially
all of our net sales for the three and nine months ended September 30, 2008 and
2007 were made to customers located in the United
States.  Substantially all of our assets at September 30, 2008 and
December 31, 2007 were located within the United States.  The amount
of service revenue included in net sales for the three and nine months ended
September 30, 2008 was $2.1 million and $7.6 million, respectively, and
represented 1.1% and 1.5% of net sales, respectively.  For the three
and nine months ended September 30, 2007, service revenue included in net sales
was $1.6 million and $5.3 million, respectively, representing 1.0% and 1.1% of
net sales, respectively.  For the three months ended September 30,
2008, and the nine months ended September 30, 2008 and 2007, we had one customer
that individually represented more than 10% of total net sales.  Net
sales to this customer were $29.3 million for the three months ended September
30, 2008.  Net sales to this customer were $68.6 million and $58.3
million for the nine months ended September 30, 2008 and 2007,
respectively.  Trade receivables for this customer represented
approximately 18.4% and 0.8% of total trade receivables at September 30, 2008
and 2007, respectively.   Also, for the three months ended
September 30, 2008, we had an additional customer which represented 9.7% of
total net sales, or $19.1 million, and represented approximately 5.6% of total
trade receivables at September 30, 2008.
 
 7.  Share
Repurchase Program
 
 Since
2004, we have repurchased a total of 1,568,845 shares of our common stock at a
total cost of $8.4 million under our repurchase program authorized by our
Board of Directors.  Share repurchases may be made from time to time
in both open market and private transactions, as conditions warrant, at then
prevailing market prices. As of September 30, 2008, $2.5 million remained
available for repurchase of shares of our common stock under the
program.  The current repurchase program is expected to remain in
effect through February 2009, unless earlier terminated by the Board or
completed.
 
 Item 2.  Management’s Discussion and
Analysis of Financial Condition and Results of Operations
 
 This
section contains forward-looking statements based on management’s current
expectations, estimates and projections about the industry, management’s
beliefs, and certain assumptions made by management. These statements are made
pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995.All
statements, trends, analyses and other information contained in this report
relative to trends in net sales, gross margin and anticipated expense levels, as
well as other statements, including words such as “anticipate,” “believe,”
“plan,” “expect,” “estimate,” “intend” and other similar expressions, constitute
forward-looking statements. These forward-looking statements involve risks and
uncertainties, and actual results may differ materially from those anticipated
or expressed in such statements.  Potential risks and uncertainties
that may cause actual results to differ materially from those expressed or
implied include, among others, those set forth in Item 1A of this document and
those contained in our Annual Report on Form 10-K for the year ended December
31, 2007 as filed with the Securities and Exchange Commission on March 3, 2008
and amended on October 15, 2008.  Except as required by law, we
undertake no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
  12
 Index
  The
following discussion and analysis should be read in conjunction with our
Consolidated Financial Statements and Notes included in this quarterly report on
Form 10-Q.  As used in this quarterly report on Form 10-Q, unless the
context otherwise requires, the terms “the Company,” “we” and “Zones” refer to
Zones, Inc., a Washington corporation.
 
 General
 
 Our net
sales consist primarily of sales of computer hardware, software, peripherals and
accessories, as well as revenue associated with freight billed to our customers,
net of product returns. Gross profit consists of net sales less product and
freight costs. Selling, general and administrative (“SG&A”) expenses include
warehousing and distribution costs, selling salaries including commissions,
order processing, telephone and credit card fees, and other costs such as
administrative salaries, stock compensation expense, depreciation, rent and
general overhead expenses. Advertising expense is marketing costs associated
with vendor programs, net of vendor cooperative advertising expense
reimbursements allowable under EITF 02-16 “Accounting for Consideration Received
from a Vendor by a Customer (Including a Reseller of the Vendor’s
Products).”   Other expense represents interest expense, net of
non-operating income.
 
 Overview
 
 We are a
direct marketing reseller of technology hardware, software and services. We
procure and fulfill IT solutions for the SMB market (between 50 and 1000
computer users), large and enterprise customers (greater than 1000 computer
users) and the public sector (education and state and local governments).
Relationships with SMB, large and enterprise customers, and public sector
institutions represented 99.5% and 99.1% of total net sales during the nine
months ended September 30, 2008 and 2007, respectively. The remaining sales were
from inbound customers, primarily consumers and small office/home office
accounts purchasing mostly Mac platform products.
 
 We reach
our customers through an integrated marketing and merchandising strategy
designed to attract and retain customers. This strategy involves a
relationship-based selling model executed through outbound account executives, a
national field sales force, customized Web stores for corporate customers
through ZonesConnect, a state-of-the-art Internet portal at www.zones.com,
dedicated e-marketing and direct marketing vehicles, and catalogs for
demand-response opportunities and corporate branding.
 
 We
utilize our purchasing and inventory management capabilities to support our
primary business objective of providing name-brand products at competitive
prices. We offer our customers more than 150,000 hardware, software, peripheral
and accessory products and services from more than 2,000
manufacturers.
 
 The
management team regularly reviews our performance using a variety of financial
and non-financial metrics, including, but not limited to, net sales, gross
margin, cooperative advertising reimbursements, advertising expenses, personnel
costs, productivity per team member, accounts receivables aging, inventory
aging, liquidity and cash resources.   Management compares the various
metrics against goals and budgets and takes appropriate action to enhance
performance.
 
 We are
dedicated to creating a learning community of empowered individuals to serve our
customers with integrity, commitment and passion. At September 30, 2008 we had
781 team members in our consolidated operations, 365 of whom were inbound and
outbound account executives. The majority of our team members work at our
corporate headquarters in Auburn, Washington.
 
 We make
additional company information available free of charge on our website,
www.zones.com/IR.
  13
 Index
  Critical
Accounting Policies
 
 In
Item 7 (“Management’s Discussion and Analysis of Financial Condition and
Results of Operations”) of our Annual Report on Form 10-K for the year ended
December 31, 2007, which was filed with the Securities and Exchange
Commission on March 3, 2008 as amended on October 15, 2008, we included a
discussion of the most significant accounting policies and estimates used in the
preparation of our financial statements. There has been no material change in
the policies and estimates used in the preparation of our financial statements
since the filing of our most recent annual report.
 
 Results
of Operations
 
 The
following table presents our unaudited consolidated results of operations, as a
percentage of net sales, and selected operating data for the periods
indicated.
  Three
      months ended
                          September
      30,
                        
                        
                        Nine
      months ended
                          September
      30,2008
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2007Net
      sales
                        
                        
                        100.0
                        %
                        
                        
                        100.0
                        %
                        
                        
                        100.0
                        %
                        
                        
                        100.0
                        %Cost
      of sales
                        
                        
                        89.8
                        
                        
                        
                        88.8
                        
                        
                        
                        88.4
                        
                        
                        
                        88.3Gross
      profit
                        
                        
                        10.2
                        
                        
                        
                        11.2
                        
                        
                        
                        11.6
                        
                        
                        
                        11.7Selling,
      general and administrative expenses
                        
                        
                        7.7
                        
                        
                        
                        7.4
                        
                        
                        
                        8.1
                        
                        
                        
                        7.4Advertising
      expenses, net
                        
                        
                        0.9
                        
                        
                        
                        1.3
                        
                        
                        
                        1.0
                        
                        
                        
                        1.2Income
      from operations
                        
                        
                        1.6
                        
                        
                        
                        2.5
                        
                        
                        
                        2.5
                        
                        
                        
                        3.1Other
      (income) expense, net
                        
                        
                        (0.1
                        )
                        
                        
                        0.0
                        
                        
                        
                        (0.1
                        )
                        
                        
                        0.1Income
      before income taxes
                        
                        
                        1.7
                        
                        
                        
                        2.5
                        
                        
                        
                        2.6
                        
                        
                        
                        3.0Provision
      for income taxes
                        
                        
                        1.0
                        
                        
                        
                        0.9
                        
                        
                        
                        1.1
                        
                        
                        
                        1.1Net
      income
                        
                        
                        0.7
                        %
                        
                        
                        1.6
                        %
                        
                        
                        1.5
                        %
                        
                        
                        1.9
                        %Selected
      operating data:Sales
      force, end of period
                        
                        
                        365
                        
                        
                        
                        337
                        
                        
                        
                        365
                        
                        
                        
                        337Product
      mix (% of net sales):Notebooks
      & PDA’s
                        
                        
                        18.2
                        %
                        
                        
                        12.8
                        %
                        
                        
                        21.9
                        %
                        
                        
                        14.1
                        %Desktops
      & Servers
                        
                        
                        18.8
                        
                        
                        
                        18.6
                        
                        
                        
                        17.6
                        
                        
                        
                        22.1Software
                        
                        
                        19.1
                        
                        
                        
                        23.5
                        
                        
                        
                        18.0
                        
                        
                        
                        18.5Storage
                        
                        
                        5.2
                        
                        
                        
                        6.5
                        
                        
                        
                        6.2
                        
                        
                        
                        7.0NetComm
                        
                        
                        4.7
                        
                        
                        
                        5.7
                        
                        
                        
                        4.8
                        
                        
                        
                        5.2Printers
                        
                        
                        7.2
                        
                        
                        
                        8.0
                        
                        
                        
                        7.2
                        
                        
                        
                        8.1Monitors
      & Video
                        
                        
                        14.6
                        
                        
                        
                        10.0
                        
                        
                        
                        10.4
                        
                        
                        
                        9.6Memory
      & Processors
                        
                        
                        2.8
                        
                        
                        
                        4.8
                        
                        
                        
                        2.8
                        
                        
                        
                        4.9Accessories
      & Other
                        
                        
                        9.4
                        
                        
                        
                        10.1
                        
                        
                        
                        11.1
                        
                        
                        
                        10.5
  Comparison
of Three Month Periods Ended September 30, 2008 and 2007
 
 Net
Sales.Consolidated net sales for the quarter ended
September 30, 2008 increased 21.3% to $197.7 million compared with $163.0
million in the comparable period in 2007.  Consolidated outbound sales
to commercial and public sector accounts increased 21.8% to $196.9 million in
the quarter ended September 30, 2008 from $161.7 million in the comparable
period in 2007.  Sales to our SMB customers increased 2.3% to $72.9
million for the quarter ended September 30, 2008 from $71.2 million in the
comparable period in 2007.  Growth in the SMB sales was primarily due
to increased sales force headcount and tenure.  Sales to our large
enterprise customers are often defined by large non-recurring product roll-outs
and specific contractual obligations which have expiration
dates.  Sales to our large enterprise customers increased 48.8% to
$114.7 million in the quarter ended September 30, 2008 compared with $77.1
million in the comparable period in 2007.  The sales increase is
primarily related to two major customers’ third quarter 2008
projects.  Sales to these customers increased $39.5 million in the
third quarter of 2008 compared to the same period in 2007.  Net sales
to public sector customers decreased to $9.3 million in the quarter ended
September 30, 2008 from $13.3 million in the comparable period in 2007 primarily
due to a prior year software sale that was not repeated in the current
year.  Inbound sales to consumer and small office/home office
customers declined 36.9% to $826,000, which represented 0.4% of net
sales.
  14
 Index
  Gross
Profit.Consolidated gross profit increased to $20.1 million
for the quarter ended September 30, 2008, compared with $18.3 million in the
comparable period in 2007.  The increase in gross profit dollars was
primarily related to our increased sales volumes.  Gross profit as a
percentage of net sales decreased to 10.2% in the quarter ended September 30,
2008 compared with 11.2% in the corresponding period of the prior year, driven
by the low margin sales to the major customers responsible for the sales
increase in the third quarter of 2008.  Gross profit margins will
continue to vary, and may decline from current levels, due to changes in vendor
programs, product mix, pricing strategies, customer mix,the sale of
third-party services and other fee or commission based sales, and economic
conditions.  Lastly, we categorize our warehousing and distribution
network costs in selling, general and administrative expenses.  Due to
this classification, gross profit may not be comparable to a company that
includes its warehousing and distribution network costs as a cost of
sales.
 
 Selling, General and Administrative
Expenses.SG&A expenses increased 26.0% to $15.2 million
for the quarter ended September 30, 2008, compared with $12.1 million in the
comparable period in 2007.  As a percent of sales, SG&A increased
to 7.7% for the quarter ended September 30, 2008 from 7.4% in the third quarter
of 2007, primarily due to the cost associated with the going-private transaction
as well as increases in salaries, wages and benefits.
 ·
                Salaries,
      wages and benefits increased $1.6 million during the quarter ended
      September 30, 2008 compared with the comparable period in 2007, primarily
      related to increased headcount and variable compensation expense as a
      result of achieving certain 2008 performance
  goals.
 ·
                Professional
      fees have increased $1.2 million for the quarter ended September 30, 2008
      compared with the comparable period in 2007, primarily due to increased
      legal and consulting fees related to the going–private transaction. We
      anticipate an additional $2.0 million to $4.0 million in expenses
      associated with our going-private transaction to occur in the fourth
      quarter of 2008.
 
 For the
quarters ended September 30, 2008 and 2007, warehousing and distribution network
costs totaled $510,000 and $482,000, respectively.
 
 Advertising Expenses,
net.  We produce and distribute direct mail collateral,
targeted campaign materials and catalogs at various intervals throughout the
year to increase awareness of our brand and stimulate demand
response.  Our net cost of advertising decreased $300,000 to $1.8
million in the quarter ended September 30, 2008 from $2.1 million in the
comparable period in 2007.
 ·
                Gross
      advertising expense decreased to $2.2 million for the quarter ended
      September 30, 2008 compared with $2.6 million in the comparable period in
      2007, primarily due to decreased expenses associated with a reduction in
      catalog circulation.
 ·
                Gross
      advertising vendor reimbursements decreased to $396,000 in the quarter
      ended September 30, 2008 from $530,000 in the comparable period in 2007.
      As advertising programs with our vendor partners have become more
      comprehensive, we have classified substantially all vendor consideration
      as a reduction of cost of goods sold rather than a reduction of
      advertising expense.
 
 Other Income/Expense,
net.  Other income was $127,000 for the quarter ended September
30, 2008 compared with $5,000 in other expense for the comparable period in
2007.  There was no interest expense in the quarter ended September
30, 2008, as we had no interest-bearing borrowings under our working capital
line of credit, compared with expense of $50,000 for the comparable period in
2007.  Interest income for the quarter ended September 30, 2008 was
$127,000, compared with $45,000 for the comparable period in
2007.  Interest income is earned on short-term investments and finance
charges collected from certain customers, both which vary from period to
period.
 
 Provision for Income
Taxes.  The provision for income taxes for the quarter ended
September 30, 2008 was $2.0 million compared to $1.5 million in the comparable
period in 2007.  Our effective tax rate expressed as a percentage of
income before taxes has increased to 62.9% for the quarter ended September 30,
2008 compared with 35.8% for the comparable period in 2007.  The
increase was primarily due to a year-to-date rate adjustment required to
increase the estimated 2008 annual tax rate to 43.5%.  The increase in
the estimated 2008 annual tax rate was related to the non-deductibility of the
going-private transaction expenses.
  15
 Index
  Net Income.Net
income for the quarter ended September 30, 2008 was $1.2 million compared with
$2.6 million in the comparable period in 2007.  Basic and diluted
income per share was $0.09 and $0.08, respectively, for the three months ended
September 30, 2008, compared with $0.20 and $0.18, respectively, for the quarter
ended September 30, 2007.
 
 Comparison
of Nine Month Periods Ended September 30, 2008 and 2007
 
 Net
Sales.Consolidated net sales for the nine months ended
September 30, 2008 increased 3.9% to $522.8 million compared with $503.4 million
in the nine months ended September 30, 2007.  Our sales account
executive headcount increased to 365 at September 30, 2008 compared with 337 at
September 30, 2007.  Consolidated outbound sales to commercial and
public sector accounts increased 4.2% to $520.0 million in the nine months ended
September 30, 2008 from $499.0 million in the corresponding period of the prior
year.  Sales to our SMB customers increased 2.9% to $215.6 million for
the nine months ended September 30, 2008 from $209.5 million in the comparable
period of 2007.  Growth in SMB sales was primarily due to increased
sales force headcount and tenure of each sales account
executive.  Sales to our large enterprise customers increased 8.1% to
$283.8 million in the first nine months of 2008 compared with $262.5 million for
the comparable period in 2007.  Most of the sales increase in the nine
months ended September 30, 2008 was a result of sales to two major customers’ to
fulfill third quarter projects.  Sales to these customers for the nine
months ended September 30, 2008 were $89.9 million compared with $62.5 million
in the corresponding period in 2007.  Net sales to public sector
customers decreased to $20.7 million in the first nine months of 2008 from $27.0
million for the comparable period in 2007.  Inbound sales to consumer
and small office home office customers declined 36.6% to $2.8 million, which
represented 0.5% of net sales.
 
 Gross Profit. Consolidated
gross profit increased 2.6% to $60.4 million for the nine months ended September
30, 2008, compared with $58.9 million in the first nine months of
2007.  The increase was primarily due to the increase in sales
volumes.  Gross profit as a percentage of net sales decreased slightly
to 11.6% in the nine months ended September 30, 2008 compared with 11.7% in the
corresponding period of the prior year.  Gross profit margins will
continue to vary, and may decline from current levels, due to changes in vendor
programs, product mix, pricing strategies, customer mix,the sale of
third-party services and other fee or commission based sales, and economic
conditions.  Lastly, we categorize our warehousing and distribution
network costs in selling, general and administrative expenses.  Due to
this classification, gross profit may not be comparable to a company that
includes its warehousing and distribution network expenses as a cost of
sales.
 
 Selling, General and Administrative
Expenses.SG&A expenses increased to $42.4 million for the
nine months ended September 30, 2008 compared with $37.5 million in the
comparable period of 2007.  As a percent of sales, SG&A increased
to 8.1% for the nine months ended September 30, 2008 from 7.4% in the nine
months ended September 30, 2007.  The increase in SG&A expenses
was primarily due to the following factors:
 ·
                Salaries,
      wages and benefits increased $2.9 million during the nine months ended
      September 30, 2008 compared to the comparable period in 2007, primarily
      due to the $1.6 million salary increase as the result of headcount
      change.  Our total headcount increased to 781 team members at
      September 30, 2008 compared to 687 at September 30, 2007.  Also,
      variable compensation expenses increased by $626,000 for the first nine
      month of 2008 in comparison to the same period of the prior year due to
      the achievement of certain performance
goals.
 ·
                Professional
      fees increased $1.6 million for the nine months ended September 30, 2008
      compared with the nine months ended September 30, 2007, generally
      represents increased legal and consulting fees related to the
      going–private transaction. We anticipate an additional $2.0 million to
      $4.0 million in expenses associated with our going-private transaction to
      occur in the fourth quarter of
2008.
 ·
                Bad
      debt expense increased $318,000 for the nine months ended September 30,
      2008 to $426,000, compared with $108,000 for the nine months ended
      September 30, 2007, primarily due to the adjustment of allowances for the
      increase in trade accounts
receivable.
  16
 Index
  For the
nine months ended September 30, 2008 and 2007, warehousing and distribution
network costs remained flat at $1.7 million.
 
 Advertising Expenses,
net.  We produce and distribute direct mail collateral,
targeted campaign materials and catalogs at various intervals throughout the
year to increase awareness of our brand and stimulate demand
response.  Our net cost of advertising decreased to $5.4 million for
the nine months ended September 30, 2008 from $6.2 million in the comparable
period in 2007.
 ·
                Gross
      advertising expense decreased to $6.5 million for the first nine months of
      2008 compared with $7.5 million in the first nine months of 2007,
      primarily due to a decline in expenses associated with catalog
      distribution and vendor-specific marketing
  activities.
 ·
                Gross
      advertising vendor reimbursements decreased to $1.1 million in the nine
      months ended September 30, 2008 from $1.3 million in the nine months ended
      September 30, 2007.  As advertising programs with our vendor
      partners have become more comprehensive, we have classified substantially
      all vendor consideration as a reduction of cost of goods sold rather than
      a reduction of advertising expense.
 
 Other Income/Expense,
net.  Other income increased to $370,000 for the nine months
ended September 30, 2008 compared with $221,000 other expense recorded in the
nine months ended September 30, 2007.   Interest expense related
to our use of the working capital line was $1,000 and $357,000 for the nine
month periods ended September 30, 2008 and 2007,
respectively.  Interest income was $372,000 for the nine months ended
September 30, 2008 compared with $140,000 for the nine months ended September
30, 2007.  Interest income is earned on short-term investments and
finance charges collected from certain customers, both of which vary from period
to period.
 
 Provision for Income
Taxes.  The provision for income taxes for the nine months
ended September 30, 2008 was $5.7 million compared to $5.6 million in the
comparable period of the prior year.  Our effective tax rate expressed
as a percentage of income before taxes was 43.5% for the nine months ended
September 30, 2008 compared to 37.6% for the nine months ended September 30,
2007.  The increase of our effective tax rate was primarily due to the
non-deductibility of the expenses associated with our going-private
transaction.
 
 Net Income.Net
income for the nine months ended September 30, 2008 was $7.4 million compared to
$9.3 million in the first nine months of 2007.  Basic and diluted
income per share was $0.56 and $0.51, respectively, for the nine months ended
September 30, 2008, compared with $0.71 and $0.63, respectively, for the nine
months ended September 30, 2007.
 
 Liquidity
and Capital Resources
 
 Stock
Repurchase Program.
 
 Since
2004, we have repurchased a total of 1,568,845 shares of our common stock at a
total cost of $8.4 million under our repurchase program authorized by our
Board of Directors.  Share repurchases may be made from time to time
in both open market and private transactions, as conditions warrant, at then
prevailing market prices.  As of September 30, 2008, $2.5 million
remained available for share repurchases under the program. The current
repurchase program is expected to remain in effect through February 2009,
unless earlier terminated by the Board or completed.
 
 There was
no activity under our repurchase program during the quarter ended September 30,
2008.
 
 Working
Capital.
 
 Our total
assets were $151.6 million at September 30, 2008, of which $142.7 million were
current assets.  At September 30, 2008 and December 31, 2007, we had
cash and cash equivalents of $12.3 million and $12.0 million, respectively, and
had working capital of $62.3 million and $55.0 million, respectively. The
increase in working capital was primarily a result of an increase in our trade
accounts receivable.
 
 Approximately
95% of our sales are processed on open account terms offered to our customers,
and we typically experience significant sales during the last month of the
period on open account, which could cause fluctuation in our accounts receivable
balance.  To finance these sales, we leverage our secured line of
credit to offset timing differences in cash inflows and cash outflows, to invest
in capital equipment purchases, to purchase inventory for general stock as well
as for identified customers, and to take full advantage of available early pay
discounts.
  17
 Index
  We have a
$50.0 million secured line of credit facility with a major financial
institution, which is collateralized by accounts receivable and inventory, and
it can be utilized as both a working capital line of credit and an inventory
financing facility to purchase products from several suppliers under certain
terms and conditions.  This credit facility has an annual automatic renewal
which occurs on November 26 of each year. Either party can terminate this
agreement with 60 days written notice prior to the renewal date.  The
working capital and inventory advances bear interest at a rate of Prime plus
0.50%.  Our line of credit is defined by quick turnover, large amounts
and short maturities. All amounts owed under the line of credit are due on
demand.  Amounts owed under the inventory financing facility do not
bear interest if paid within terms, usually 30 days from invoice date.  The
facility contains various restrictive covenants relating to tangible net worth,
leverage, dispositions and use of collateral, other asset dispositions, and
merger and consolidation.  At September 30, 2008, there were no
outstanding working capital advances, and inventory financing arrangements of
$14.5 million were owed to this financial institution.  At September
30, 2008, we were in compliance with all covenants of this
facility.
 
 We
believe that our existing available cash and cash equivalents, operating cash
flow, and existing credit facilities will be sufficient to satisfy our operating
cash needs, and to fund the remaining balance of $2.5 million authorized in our
stock repurchase program, for at least the next 12 months at our current level
of business.  However, if our working capital or other capital
requirements are greater than currently anticipated, we could be required to
reduce or curtail our stock repurchase program and seek additional funds through
sales of equity, debt or convertible securities, or through increased credit
facilities.  There can be no assurance that additional financing will
be available or that, if available, the financing will be on terms favorable to
us and our shareholders.
 
 Cash
Flows
 
 Net cash
provided by operating activities was $3.5 million in the nine months ended
September 30, 2008.  The primary factors that affected cash flow from
operating activities during this period were account and vendor receivables and
accounts payable levels.  Account and vendor receivables increased
$18.2 million, offset by increases in accounts payable of $8.3 million, due to
increased sales volumes.
 
 Net cash
used in investing activities was $1.0 million in the nine months ended September
30, 2008.  Cash outlays for capital expenditures were $1.0 million for
the nine months ended September 30, 2008.   Capital expenditures
were primarily for leasehold improvements to our corporate headquarters, and
continued improvement and other enhancements of our information
systems.  We intend to continue to upgrade our internal information
systems as a means to increase operational efficiencies.
 
 The most
significant components of our financing activities are:  the net change in
inventory financing and the purchase of common stock under our share repurchase
program.  For the nine month period ended September 30, 2008,
inventory financing decreased $2.7 million due to fluctuations in our purchasing
and payment cycles.  During the same period we repurchased $455,000 of
our common stock under our share repurchase program.
 
 Item 3.  Quantitative and Qualitative
Disclosures About Market Risk
 
 We are
subject to the risk of fluctuating interest rates in the normal course of
business, primarily as a result of our short-term borrowing and investment
activities, which generally bear interest at variable rates.  Because
the short-term borrowings and investments have maturities of three months or
less, we believe that the risk of material loss is low.
 
 Item 4.  Controls and
Procedures
 
 Under the
supervision and with the participation of our management team, including our
Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of our disclosure controls and procedures, as such term is defined
in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of
1934, as amended.  Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.
  18
 Index
  There has
been no change in our internal control over financial reporting during our most
recently completed fiscal quarter that materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
 
 The
certifications required by Section 302 of the Sarbanes-Oxley Act of 2002
are filed as exhibits 31.1 and 31.2, respectively, to this Quarterly Report on
Form 10-Q.
 
 Part
II.
 
 Item 1.  Legal
Proceedings
 
 From time
to time, we are party to various legal proceedings, claims, disputes or
litigation arising in the ordinary course of business.  We currently
believe that the ultimate outcome of any of these proceedings, individually or
in the aggregate, will not have a material adverse effect on our business,
financial condition, cash flows or results of operations.
 
 On August
13, 2008, a putative shareholder class action was filed in the Superior Court of
Washington for King County against us, our Board of Directors and Acquisition
Co. The lawsuit alleged that members of our Board of Directors breached their
fiduciary duties, and that Acquisition Co. aided and abetted those alleged
breaches of fiduciary duties by entering into the Merger Agreement. The lawsuit
alleged, among other things, that the merger price was “unfair,” that the Merger
Agreement precluded competitive bidding by other potential acquirers, and that
the preliminary proxy statement filed by the Company with the SEC was misleading
or incomplete. Plaintiff sought, among other relief, to enjoin the merger,
rescission of the merger, accounting for any improper profits received by the
defendants, and attorneys’ fees.
  On
October 14, 2008, the defendants entered into a memorandum of understanding
with the plaintiff providing for the settlement of the lawsuit, subject to
customary conditions, including completion of appropriate settlement
documentation, confirmatory discovery and all necessary court approvals. As
contemplated by the memorandum of understanding, we have included certain
additional disclosures in our proxy statement filed on October 17, 2008. While
we believe this lawsuit is without merit, we have entered into the memorandum of
understanding to avoid the risk of delaying the merger and to minimize the
expense of defending the action. The settlement, if completed and approved by
the court, will resolve all of the claims that were or could have been brought
in the action, including all claims relating to the merger. In connection with
the settlement, we have agreed not to contest a petition by plaintiff’s counsel
for up to $160,000 in attorneys’ fees and up to $10,000 in actual out-of-pocket
expenses, subject to court approval.
 
 Item 1A.  Risk
Factors
 
 There are
a number of important factors that could cause our actual results to differ
materially from historical results or those indicated by any forward-looking
statements, including the risk factors identified below and other factors of
which we may or may not yet be aware.
 
 Failure to complete the going private
transaction would likely have an adverse effect on us.
 On July
30, 2008, we entered into a Merger Agreement pursuant to which Acquisition Co.,
which is owned by our Chairman and Chief Executive Officer, Firoz H. Lalji, will
merge with and into Zones in a going private transaction. Following the Merger,
Mr. Lalji and the Continuing Investors will own all of the outstanding shares of
the surviving corporation, and shares of Common Stock held by all other
shareholders will be converted into the right to receive $8.65 per
share.  On November 7, 2008, we announced that we have reached a
preliminary understanding with Acquisition Co. relative to a reduced price of
$7.00 per share.  There can be no assurance that the conditions to
closing specified in the Merger Agreement will be satisfied.  In
connection with the going private transaction, we are subject to several risks,
including the following:
  19
 Index
  ·
                On
      July 30, 2008, the last trading day prior to the announcement of
      management’s proposal of the merger, our common stock closed at $5.44 per
      share. After that announcement, the stock price rose to trade close to the
      $8.65 per share proposal price. Since the merger agreement was signed, our
      common stock has traded generally between $8.23 and $8.35 per share. The
      current price of our common stock may reflect a market assumption that the
      merger will close. If the merger is not consummated, the stock price would
      likely retreat from its current trading
range.
 
 ·
                Certain
      costs relating to the merger, including legal, accounting and financial
      advisory fees, are payable by us whether or not the merger is completed.
      These costs will be substantial and may materially reduce our earnings per
      share.
 
 ·
                Under
      circumstances set out in the Merger Agreement, if the going private
      transaction is not completed, we may be required to pay the acquiring
      company a termination fee of $750,000 and reimburse up to $300,000 of the
      acquiring company’s expenses, which will be credited against the
      termination fee if it becomes
payable.
 
 ·
                Our
      management’s and our team members’ attention will be diverted from our
      day-to-day operations; we may experience team member attrition; and our
      business, including our vendor and customer relationships, may be
      disrupted during the period while the going private transaction remains
      pending. These risks could increase if the transaction is not
      consummated.
 
 While the Merger Agreement is in
effect, we are subject to restrictions on our business
activities.
 While the
Merger Agreement is in effect, we are subject to significant restrictions on our
business activities and must generally operate our business in the ordinary
course (subject to certain exceptions or the consent of the acquiring company).
These restrictions on our business activities could have a material adverse
effect on our future results of operations or financial condition.
 
 Our
operating results are difficult to predict and may adversely affect our stock
price.
 Our
operating results are difficult to forecast, and there are a number of factors
outside of our control, including:
 ·
                purchasing
      cycles of commercial and public sector
  customers;
 ·
                the
      level of corporate investment in new IT-related capital
      equipment;
 ·
                more
      manufacturers going direct;
 ·
                industry
      announcements of new products or
upgrades;
 ·
                industry
      consolidation and increased
competition;
 ·
                cost
      of compliance with new legal and regulatory
  requirements;
 ·
                general
      economic conditions; and
 ·
                variability
      of vendor programs.
 Based on
those and other risks, there can be no assurance that we will be able to
maintain the profitability we have experienced going forward.
 
 We experience variability in our net
sales and net income on a quarterly basis.
 There is
no assurance that we will sustain our current sales or income
levels.  Sales and income may decline for any number of reasons,
including:
 ·
                a
      decline in corporate profits leading to a change in corporate investment
      in IT-related equipment;
 ·
                increased
      competition;
 ·
                more
      manufacturers going direct;
 ·
                changes
      in customers’ buying habits;
 ·
                the
      loss of significant customers;
 ·
                changes
      in the selection of products available for resale;
  or
 ·
                general
      economic conditions.
 A decline
in sales levels could adversely affect our business, financial condition, cash
flows or results of operations.
  20
 Index
  Our
narrow gross margins magnify the impact of variations in our operating
costs.
 There is
intense price competition and pressure on profit margins in the computer
products industry.  A number of manufacturers also provide their
products directly to customers.  Various other factors also may create
downward pressure on our gross margins, such as the quarter-to-quarter
variability in vendor programs and an increasing proportion of sales to
enterprise, public sector or other competitive bid accounts on which margins
could be lower.  If we are unable to maintain or improve gross margins
in the future, this could have an adverse effect on our business, financial
condition, or results of operations.
  Our
increased investments in hiring, retaining and productivity of our sales force
may not improve our profitability or result in expanded market
share.
 We ended
the third quarter of 2008 with 365 account executives.  We expect to
continue to hire account executives, but at a lower rate of growth due to
corporate initiatives to lower turnover thus reducing hiring requirements in
2008. However, there are no assurances that we will be able to hire to our
expected levels, or recruit the quality individuals that we hope to hire, or
that the individuals hired will remain employed for an extended period of time,
or that we will not lose existing account executives.  The
productivity of account executives has historically been closely correlated with
tenure.  Even if we do retain our account executives, there are no
assurances that they will become productive at historical
levels.  Additionally, there are no assurances that the locations of
our call centers will continue to attract qualified account executives, or that
we will be able to remotely manage and retain the new account
executives.
 
 Certain of our key vendors provide us
with incentives and other assistance, and any future decline in these incentives
and other assistance could materially harm our profit margins and operating
results.
 We have a
variety of relationships with our vendors that in the past have contributed
significantly to profit margins.  For example, certain product
manufacturers and distributors provide us with incentives in the form of
rebates, volume incentive rebates, cash discounts and trade
allowances.  Our vendors continue to redefine current programs and
there are no assurances that we will attain the level of vendor support in the
future that we have obtained in the past.  In addition, many of our
vendors provide us with cooperative advertising funds, which reimburse us for
expenses associated with specific forms of
advertising.  Industry-wide, the trend has been for manufacturers,
distributors and vendors to reduce these incentives and programs.  We
believe that the 2008 incentives may decline as a percentage of sales compared
with historical amounts due to changes in available programs and
targets.  If these forms of vendor support significantly decline, or
if we are otherwise unable to take advantage of continuing vendor support
programs, or if we fail to manage the complexity of these programs, our
business, financial condition, cash flows or results of operations could be
adversely affected.
  We
are controlled by a principal stockholder.
 Firoz H.
Lalji, our Chairman and Chief Executive Officer, beneficially owns approximately
51% of the outstanding shares of Zones common stock, excluding shares that he
may acquire upon exercise of stock options that he holds.  The voting power
of these shares enables Mr. Lalji to significantly influence our affairs and the
vote on corporate matters to be decided by our shareholders, including the
outcome of elections of directors.  This effective voting control may
preclude other shareholders from being able to influence shareholder votes and
could block changes to our articles of incorporation or bylaws, which could
adversely affect the trading price of our common stock.
 
 On July
30, 2008, we entered into a Merger Agreement pursuant to which Acquisition Co.,
which is owned by our Chairman and Chief Executive Officer, Firoz H. Lalji, will
merge with and into Zones in a going private transaction, and the shares of
Common Stock held by shareholders other than Mr. Lalji and the Continuing
Investors will be converted into the right to receive $8.65 per share. On
November 7, 2008, we announced that we have reached a preliminary understanding
with Acquisition Co. relative to a reduced price of $7.00 per
share.  Although the Merger Agreement contains a “go-shop” provision
that permits us to solicit superior proposals during a limited time period and
to terminate the Merger Agreement and enter into an alternative transaction to
be acquired by a third party, any alternative transaction would be subject to
the approval of Mr. Lalji as our majority shareholder. In addition, Mr. Lalji’s
effective voting control and matching rights contained in the Merger Agreement
may discourage other bidders from making a superior proposal.
  21
 Index
  We
may lose potential revenue and competitive advantage if we lose our
certification as a Minority Business Enterprise.
 We are
certified as a Minority Business Enterprise (“MBE”) based on Mr. Lalji’s
maintenance of voting control of our outstanding common stock.  A decrease
in Mr. Lalji’s level of voting power through the issuance of additional equity
capital or through a business combination transaction could cause us to lose our
MBE certification.  Our MBE certification allows us to compete for certain
sales opportunities for which we otherwise may not be able to compete and gives
us an advantage in other sales opportunities.  Although we are unable to
quantify the portion of our revenue that we receive or retain primarily as a
result of our MBE certification, we believe a loss of our MBE certification
would cause us to lose potential revenue and competitive advantage in certain
sales opportunities and could have an adverse affect on our ability to retain
certain customers and compete for certain sales opportunities, as well as on our
financial performance.
  We
may not be able to compete successfully against existing or future competitors,
which include some of our largest vendors.
 The
computer products industry is highly competitive. We compete with other national
direct marketers, including CDW Corporation, Insight Enterprises, Inc. and PC
Connection, Inc. We also compete with product manufacturers, such as Apple,
Dell, Hewlett-Packard, IBM and Lenovo, which sell directly to end-users, in
addition to competing with specialty computer retailers, computer and general
merchandise superstores, and consumer electronic and office supply
stores.  Many of our competitors compete principally on the basis of
price and have lower costs.  We believe that competition may intensify
in the future due to market conditions and consolidation.  In the
future, we may face fewer, but larger or better-financed
competitors.  Additional competition may also arise if other methods
of distribution emerge in the future. There can be no assurance that we will be
able to compete effectively with existing competitors or new competitors that
may enter the market, or that our business, financial condition, cash flows or
results of operations will not be adversely affected by intensified
competition.
  We
are exposed to inventory obsolescence due to the rapid technological changes
occurring in the personal computer industry.
 The
computer industry is characterized by rapid technological change and frequent
introductions of new products and product enhancements.  To satisfy
customer demand and obtain greater purchase discounts, we may be required to
carry significant inventory levels of certain products, which would subject us
to increased risk of inventory obsolescence. We participate in first-to-market
and end-of-lifecycle purchase opportunities, both of which carry the risk of
inventory obsolescence. Special purchase products are sometimes acquired without
return privileges, and there can be no assurance that we will be able to avoid
losses related to such products.  Within the industry, vendors are
becoming increasingly restrictive in guaranteeing return
privileges.  While we seek to reduce our inventory exposure through a
variety of inventory control procedures and policies, there can be no assurance
that we will be able to avoid losses related to obsolete inventory.
 
 We
may not be able to maintain existing or build new vendor relationships, which
may affect our ability to offer a broad selection of products at competitive
prices and negatively impact our results of operations.
 We
acquire products directly from manufacturers, such as Apple, Hewlett-Packard,
IBM and Lenovo, as well as from distributors such as Ingram Micro, Synnex, Tech
Data and others.  Certain hardware manufacturers limit the number of
product units available to DMRs.  Substantially all of our contracts
and arrangements with vendors are terminable without notice or upon short
notice. If we do not maintain our existing relationships or build new
relationships with vendors on acceptable terms, including favorable product
pricing and vendor consideration, we may not be able to offer a broad selection
of products or continue to offer products at competitive prices. Termination,
interruption or contraction of our relationships with our vendors could have a
material adverse effect on our business, financial condition, cash flows or
results of operations.
 
 If
we fail to achieve and maintain adequate internal controls, we may not be able
to produce reliable financial reports in a timely manner or prevent financial
fraud.
 We will
continue to document and test our internal control procedures on an ongoing
basis in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, which requires annual management assessments of the
effectiveness of internal controls over financial reporting and a report by an
independent registered public accounting firm addressing such assessments if
applicable. During the course of our testing we may from time to time identify
deficiencies which we may not be able to remediate. In addition, if we fail to
achieve or maintain the adequacy of our internal controls, as such standards are
modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002. Effective internal controls, particularly those
related to revenue recognition, are necessary for us to produce reliable
financial reports and are important in helping prevent financial fraud. If we
cannot provide reliable financial reports on a timely basis or prevent financial
fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information, and the trading price of our
stock could drop significantly.
  22
 Index
  We
face many uncertainties relating to the collection of state sales and use
tax.
 We
collect and remit sales and use taxes in states in which we have voluntarily
registered and/or have a physical presence. Various states have sought to
require the collection of state and local sales taxes on products shipped to the
taxing jurisdiction’s residents by DMRs.  The United States Supreme
Court held in 1992 that it is unconstitutional for a state to impose sales or
use tax collection obligations on an out-of-state company whose contacts with
the state were limited to the distribution of catalogs and other advertising
materials through the mail and the subsequent delivery of purchased goods by
United States mail or by common carrier. We cannot predict the level of contact,
including electronic commerce and Internet activity, which might give rise to
future or past tax collection obligations based on that Supreme Court
case.  Many states aggressively pursue out-of-state businesses, and
legislation that would expand the ability of states to impose sales tax
collection obligations on out-of-state businesses has been introduced in
Congress on many occasions. A change in the law could require us to collect
sales taxes or similar taxes on sales in states in which we have no presence and
could potentially subject us to a liability for prior year sales, either of
which could have a material adverse effect on our business, financial condition,
and results of operations.
 
 We
rely on our distribution centers and certain distributors to meet the product
needs of our customers.
 We
operate warehouse and distribution centers in Bensenville, Illinois and in
Seattle, Washington.  There are no assurances that our warehouse
locations will best support our customer base.  Additionally, certain
distributors participate in our logistics operations through electronic data
interchange.  Failure to develop and maintain relationships with these
and other vendors would limit our ability to obtain sufficient quantities of
merchandise on acceptable commercial terms and could have a material adverse
effect on our business, financial condition, cash flows or results of
operations.
 
 We
are heavily dependent on commercial delivery services.
 We
generally ship our products to customers by DHL, Eagle, FedEx, United Parcel
Service and other commercial delivery services and invoice customers for
delivery charges. If we are unable to pass on to our customers future increases
in the cost of commercial delivery services, our profitability could be
adversely affected. Additionally, strikes or other service interruptions by such
shippers could adversely affect our ability to deliver products on a timely
basis.
 
 We
may not be able to attract and retain key personnel.
 Our
future success will depend to a significant extent upon our ability to attract,
train and retain skilled personnel.  Although our success will depend
on personnel in all areas of our business, there are certain individuals that
play key roles within the organization.  Loss of any of these
individuals could have an adverse effect on our business, financial condition,
cash flows or results of operations.
 
 We
may be impacted by the loss of a major customer.
 From time
to time we have customers that represent more than 10% of total
sales.  For the three months ended September 30, 2008, and the nine
months ended September 30, 2008 and 2007, we had one customer that individually
represented more than 10% of total net sales.  Net sales to the State
Farm Group were $29.3 million for the three months ended September 30,
2008.  Net sales to the State Farm Group were $68.6 million and $58.3
million for the nine months ended September 30, 2008 and 2007,
respectively.  Trade receivables for this customer represented
approximately 18.4% and 0.8% of total trade receivables at September 30, 2008
and 2007, respectively.   Also, for the three months ended
September 30, 2008, we had an additional customer, H&R Block, which
represented 9.7% of total net sales, or $19.1 million, and represented
approximately 5.6% of total trade receivables at September 30,
2008.  The loss of business with any major customer could have a
material adverse effect on our business, financial condition, cash flows or
results of operations.
  23
 Index
  Our
systems are vulnerable to natural disasters or other catastrophic
events.
 Our
operations are dependent on the reliability of information, telecommunication
and other systems, which are used for sales, distribution, marketing,
purchasing, inventory management, order processing, customer service and general
accounting functions.  Interruption of our information systems,
Internet or telecommunication systems could have a material adverse effect on
our business, financial condition, cash flows or results of
operations.
 
 Privacy
concerns with respect to list development and maintenance may materially
adversely affect our business.
 If third
parties or our team members are able to penetrate our network security or
otherwise misappropriate our customers’ personal information or credit card
information, we could be subject to liability.  We also mail catalogs
and send electronic messages to names in our proprietary customer database and
to potential customers whose names we obtain from rented or exchanged mailing
lists. World-wide public concern regarding personal privacy has subjected the
rental and use of customer mailing lists and other customer information to
increased scrutiny. Any domestic or foreign legislation enacted limiting or
prohibiting these practices could negatively affect our business.
  Our
stock price may be volatile.
 There is
relatively limited trading of our stock in the public markets, and this may
impose significant practical limitations on any shareholder’s ability to achieve
liquidity at any particular quoted price.  Efforts to sell significant
amounts of our stock on the open market may precipitate significant declines in
the prices quoted by market makers.  The limitation on shareholder
liquidity resulting from this relatively thin trading volume could be
exacerbated if our stock were to be delisted from the NASDAQ Global
Market.  The NASDAQ Global Market imposes a requirement for continued
listing that the value of shares publicly held, excluding those held by
directors, officers and beneficial owners, exceed certain minimums.  A
potential future delisting of our common stock could result in significantly
reduced volume of our common stock traded, more limited press coverage, reduced
interest by investors in the common stock, adverse effects on the trading
market, downward pressure on the price for and liquidity of our stock, and
reduced ability to issue additional securities or to secure additional
financing.
 
 Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds
  Since
2004, we have repurchased a total of 1,568,845 shares of our common stock at a
total cost of $8.4 million under our repurchase program authorized by our
Board of Directors.  Share repurchases may be made from time to time
in both open market and private transactions, as conditions warrant, at then
prevailing market prices.  As of September 30, 2008, $2.5 million
remained available for share repurchases under the program. The current
repurchase program is expected to remain in effect through February 2009,
unless earlier terminated by the Board or completed.
  There was
no activity under our repurchase program during the quarter ended September 30,
2008.
  24
 Index
  Item 6.  Exhibits
 
 Exhibit
      No.
                    Description
                    Filed
      Herewith
                    Incorporated
      by ReferenceForm
                    Exhibit
      No.
                    File
      No.
                    Filing
      Date2.1
                    Agreement
      and Plan of Merger
                    
                    8-K
                    2.1
                    00-28488
                    7/31/0831.1
                    Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 and the regulations promulgated thereunder
                    X31.2
                    Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 and the regulations promulgated thereunder
                    X32.1
                    Certification
      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 and the regulations promulgated thereunder
                    X32.2
                    Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 and the regulations promulgated thereunder
                    X
 
 
  Signatures
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized:
 
 
 ZONES,
      INC.Date:  November
      14, 2008By:
                                                      /S/     FIROZ
      H. LALJIFiroz
      H. Lalji, Chairman and Chief Executive Officer(Principal
      Executive Officer)/S/     RONALD
      P. MCFADDENRonald
      P. McFadden, Chief Financial Officer(Principal
      Financial and Accounting Officer)