UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   February 4, 2010

PC Connection, Inc.

(Exact name of registrant as specified in charter)

Delaware

0-23827

02-0513618

(State or other juris-

diction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



Rt. 101A, 730 Milford Road

Merrimack, NH

03054

(Address of principal executive offices)

(Zip Code)


 
Registrant’s telephone number, including area code:   (603) 683-2000

N/A

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


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.   Results of Operations and Financial Condition

On February 4, 2010, PC Connection, Inc. announced its financial results for the quarter and year ended December 31, 2009.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Item 9.01.   Financial Statements and Exhibits

  (d) Exhibits
 
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
 

99.1     Press Release issued by PC Connection, Inc. on February 4, 2010.


SIGNATURE

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

Date:

February 4, 2010

PC CONNECTION, INC.

 

 

 

By:

/s/ JACK FERGUSON

Jack Ferguson

Executive Vice President, Treasurer, and

Chief Financial Officer


EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press release issued by PC Connection, Inc. on February 4, 2010.

Exhibit 99.1

PC Connection, Inc. Reports Fourth Quarter and Full Year Results

MERRIMACK, N.H.--(BUSINESS WIRE)--February 4, 2010--PC Connection, Inc. (NASDAQ: PCCC):

FOURTH QUARTER SUMMARY:

       

FULL YEAR SUMMARY:

 
  • Net sales: $463.1 million, up 5% y/y
  • Net sales: $1,569.7 million, down 10% y/y
  • Gross margin: 11.3%
  • Gross margin: 11.8%
  • Operating income: $6.6 million
  • Operating loss: $0.7 million
  • Diluted earnings per share: $0.15 per share
  • Diluted loss per share: $0.05 per share

PC Connection, Inc. (NASDAQ: PCCC), a leading direct marketer of information technology (IT) products and services, today announced results for the quarter and year ended December 31, 2009. Net sales for the three months ended December 31, 2009 increased by $24.0 million, or 5.5%, to $463.1 million from $439.1 million for the three months ended December 31, 2008. Net income for the quarter was $4.0 million, or $0.15 per share, compared to net loss of $2.7 million, or $0.10 per share, for the corresponding prior year quarter.

The three months ended December 31, 2009 included an adjustment to special charges that increased earnings and earnings per share, whereas the three months ended December 31, 2008 included a non-cash goodwill impairment charge that reduced earnings and earnings per share. Had these charges not been incurred, pro forma net income for the three months ended December 31, 2009 would have been $3.9 million, or $0.14 per share, compared to $2.7 million, or $0.10 per share for the three months ended December 31, 2008. A reconciliation between net income (loss) on a GAAP basis and pro forma net income is provided in a table below immediately following the Consolidated Statements of Operations.

Net sales for the year ended December 31, 2009 decreased by $184.0 million, or 10.5%, to $1,569.7 million, from $1,753.7 million for the year ended December 31, 2008. Net loss for the year ended December 31, 2009 was $1.2 million, or $0.05 per share, compared to net income of $10.4 million, or $0.39 per share, for the year ended December 31, 2008. Both 2009 and 2008 included special charges that reduced earnings and earnings per share. Had these charges not been incurred, pro forma net income for the year ended December 31, 2009 would have been $6.8 million, or $0.25 per share, compared to $16.7 million, or $0.62 per share, for the year ended December 31, 2008. A reconciliation between net loss (income) on a GAAP basis and pro forma net income is provided in a table below immediately following the Consolidated Statements of Operations.

Quarterly Sales by Business Segment:


Quarterly Sales by Product Mix:

Gross profit dollars increased by $0.6 million, or 1.1%, in the fourth quarter of 2009 from the corresponding period a year ago due to increased revenues. Gross profit margin, as a percentage of net sales, declined year over year by 50 basis points to 11.3% in the fourth quarter of 2009. Higher public sector sales and continued aggressive price competition led to lower invoice product margins in the fourth quarter of 2009 compared to the prior year quarter.

Overall annualized sales productivity increased by 22% in the fourth quarter of 2009 compared to the fourth quarter of 2008 due to double-digit productivity increases in all three sales segments. Sales productivity in the Large Account segment increased by 11% year over year due to higher enterprise revenues. Sales productivity in the Public Sector segment increased by 21% year over year due to productivity gains made in both the government and education sectors. Despite lower revenues, sales productivity in the SMB segment increased by 22% year over year. On a consolidated basis, the total number of sales representatives was 589 at December 31, 2009, compared to 712 at December 31, 2008 and 601 at September 30, 2009. The Company reduced both sales representatives and sales support headcount earlier in 2009 consistent with the previous year-over-year declines in revenues.

Total selling, general and administrative expenses for the quarter was largely unchanged year over year but decreased as a percentage of net sales to 9.9% for the fourth quarter of 2009 from 10.5% for the fourth quarter of 2008. The year-over-year decrease as a percentage of net sales was primarily attributable to increased sales levels in the fourth quarter of 2009.

“We are encouraged by the improvement in our overall performance,” said Patricia Gallup, Chairman and Chief Executive Officer. “During the quarter, the Company grew sales and earnings, improved operating margins, and made progress in our efforts to improve the productivity of each of our three sales organizations.”


“Recognizing that we have a loyal following of customers who purchase from us for their personal and home office needs, in January we started a new sales company, PC Connection Express, Inc. This company will focus on the specialized product requirements of the consumer and small office/home office market.” Ms. Gallup concluded, “We will continue to monitor the changing landscape and identify opportunities that allow us to better serve the marketplace and position us well for future success."

About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, owned three sales companies during the reporting period: PC Connection Sales Corporation, MoreDirect, Inc., and GovConnection, Inc., headquartered in Merrimack, NH, Boca Raton, FL, and Rockville, MD, respectively. All three companies can deliver custom-configured computer systems overnight. Investors and media can find more information about PC Connection, Inc. at http://ir.pcconnection.com.

PC Connection Sales Corporation (1-800-800-5555), the original business of PC Connection, Inc. serving the small- and medium-sized business sector (SMB), is a rapid-response provider of IT products and services. It offers more than 150,000 brand-name products through its staff of technically trained sales account managers and catalog telesales representatives, catalogs, and publications, and its website at www.pcconnection.com. The subsidiary serves the Apple/Macintosh community through its MacConnection division (1-800-800-2222), which also publishes specialized catalogs and is online at www.macconnection.com.

MoreDirect, Inc. (1-561-237-3300), www.moredirect.com, provides corporate technology buyers with a comprehensive web-based e-procurement solution and in-depth IT supply-chain expertise, serving as a one-stop source by aggregating more than 300,000 products from the inventories of leading IT wholesale distributors and manufacturers. MoreDirect’s TRAXX™ system is a seamless end-to-end interface that empowers clients to electronically source, evaluate, compare prices, and track related technology product purchases in real-time.

GovConnection, Inc. (1-800-800-0019) is a provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, catalogs, and publications, and online at www.govconnection.com.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to, the impact of changes in market demand and the overall level of economic activity and environment, or in the level of business investment in information technology products, competitive products and pricing, product availability and market acceptance, new products, fluctuations in operating results, the ability of the Company to manage personnel levels in response to fluctuations in revenue, and other risks that could cause actual results to differ materially from these detailed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2009. More specifically, the statements in this release concerning the Company’s outlook for 2010 and other statements of a non-historical basis (including statements regarding the Company’s ability to grow revenues and increase market share) are forward-looking statements that involve certain risks and uncertainties. Such risks and uncertainties include the ability to realize market demand for and competitive pricing pressures on the products and services marketed by the Company, the continued acceptance of the Company's distribution channel by vendors and customers, continuation of key vendor and customer relationships and support programs, and the ability of the Company to hire and retain qualified sales representatives and other essential personnel. The Company assumes no obligation to update the information in this press release or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise.


PC Connection, Inc. -- Fourth Quarter Results -- 02/04/10

         
 
CONSOLIDATED SELECTED FINANCIAL RESULTS
At or for the Three Months Ended December 31,   2009 2008  
(Dollars and shares in thousands, except operating data, price/earnings ratio, and per share data) % of % of %
        Net Sales     Net Sales Change
 
Operating Data:
Net sales $ 463,121 $ 439,113 5 %
Diluted earnings (loss) per share $ 0.15 $ (0.10 )
 
Gross profit margin 11.3

%

11.8

%

Operating margin 1.4

%

(0.7

)%

 
Catalogs distributed 2,701,000 3,126,000 (14 )%
Orders entered (2) 348,400 361,800 (4 )%
Average order size (2) $ 1,572 $ 1,330 18 %
 
Inventory turns (1) 24 20
Days sales outstanding 47 45
 
 
Product Mix:
Notebooks & PDAs $ 70,676 15 % $ 66,553 15 % 6 %
Video, Imaging & Sound 68,570 15 68,114 15 1
Software 62,536 14 56,102 13 11
Desktops/Servers 62,035 13 53,736 12 15
Net/Com Products 52,904 11 51,126 12 3
Storage Devices 37,061 8 37,940 9 (2 )
Printers & Printer Supplies 36,403 8 36,713 8 (1 )
Memory & System Enhancements 22,326 5 16,741 4 33
Accessories/Other   50,610   11     52,088   12   (3 )
Total $ 463,121   100 % $ 439,113   100 % 5 %
 
 
Net Sales of Enterprise Server and Networking Products (included in the above Product Mix):
 
$ 186,767   40 % $ 164,140   37 % 14 %
 
 
Stock Performance Indicators:
Actual shares outstanding 26,848 26,829
Total book value per share $ 8.76 $ 8.77
Tangible book value per share $ 6.93 $ 6.90
Closing price $ 6.75 $ 5.12
Market capitalization $ 181,224 $ 137,364
Pro forma trailing price/earnings ratio (3) 27 8
 
(1) Annualized
(2) Does not reflect cancellations or returns

(3) Earnings per share is based on the last four quarters and excludes special charges

 
SELECTED SEGMENT INFORMATION
For the Three Months Ended December 31,   2009   2008
  Net   Gross Net   Gross
(amounts in thousands)   Sales   Margin (%) Sales   Margin (%)
 
PC Connection Sales Corporation (SMB) $ 220,799 12.6 % $ 225,069 13.6 %
MoreDirect (Large Account) 123,573 9.7 % 113,422 10.4
GovConnection (Public Sector)   118,749 10.6   100,622 9.5
Total $ 463,121 11.3 % $ 439,113 11.8 %

 
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended December 31,   2009   2008
(amounts in thousands, except per share data)   Amount   % of Net Sales Amount   % of Net Sales
     
Net sales $ 463,121 100.0 % $ 439,113 100.0 %
Cost of sales   410,622   88.7     387,176   88.2  
Gross profit 52,499 11.3 51,937 11.8
 
Selling, general and administrative expenses 45,984 9.9 46,290 10.5
Special charges (129 ) - - -
Goodwill impairment   -   -     8,807   2.0  
Income (loss) from operations 6,644 1.4 (3,160 ) (0.7 )
 
Interest expense (132 ) - (133 ) -
Other, net 72 - 201 -
Income tax (provision) benefit   (2,617 ) (0.5 )   383   0.1  
Net income (loss) $ 3,967   0.9 %   ($2,709 ) (0.6 %)
 
 
Earnings (loss) per common share:
Basic $ 0.15   $ (0.10 )
Diluted $ 0.15   $ (0.10 )
 
Weighted average common shares outstanding:
Basic   27,158     26,808  
Diluted   27,183     26,808  
 
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,   2009   2008
(amounts in thousands, except per share data)   Amount   % of Net Sales Amount   % of Net Sales
     
Net sales $ 1,569,656 100.0 % $ 1,753,680 100.0 %
Cost of sales   1,384,860   88.2     1,538,836   87.7  
Gross profit 184,796 11.8 214,844 12.3
 
Selling, general and administrative expenses 172,654 11.0 186,728 10.7
Special charges 12,826 0.8 1,431 0.1
Goodwill impairment   -   -     8,807   0.5  
(Loss) income from operations (684 ) - 17,878 1.0
 
Interest expense (517 ) - (681 ) -
Other, net 524 - 811 -
Income tax provision   (545 ) (0.1 )   (7,642 ) (0.4 )
Net (loss) income   ($1,222 ) (0.1 )% $ 10,366   0.6 %
 
 
(Loss) earnings per common share:
Basic $ (0.05 ) $ 0.39  
Diluted $ (0.05 ) $ 0.39  
 
Weighted average common shares outstanding:
Basic   26,833     26,828  
Diluted   26,833     26,896  
 

A RECONCILIATION BETWEEN GAAP AND PRO FORMA RESULTS

This information is being provided so as to allow for a comparison of our operating results without special charges.

                 

December 31,

  Three Months Ended   Years Ended
(amounts in thousands)   2009   2008 2009   2008
     
GAAP net income (loss) $3,967 ($2,709) ($1,222) $10,366
Special charges (after tax):
Software development write-off and related charges - - 7,378 -
Management restructuring (78) - 693 906
Goodwill impairment - 5,383 - 5,383
Total special charges (after tax) (78) 5,383 8,071 6,289
 
Pro forma net income $3,889 $2,674 $6,849 $16,655

         
CONSOLIDATED BALANCE SHEETS   December 31,   December 31,
(amounts in thousands)     2009     2008  
 
ASSETS
Current Assets:
Cash and cash equivalents $ 46,297 $ 47,003
Accounts receivable, net 218,095 185,885
Inventories 67,391 60,813
Deferred income taxes 3,386 4,244
Income taxes receivable 935 1,448
Prepaid expenses and other current assets   2,750     3,626  
Total current assets 338,854 303,019
Property and equipment, net 12,420 24,483
Goodwill 48,060 48,060
Other intangibles, net 1,279 2,220
Other assets   482     385  
Total Assets $ 401,095   $ 378,167  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current Liabilities:
Current maturities of capital lease obligation to affiliate $ 780 $ 699
Accounts payable 125,120 101,783
Accrued expenses and other liabilities

20,441

19,993
Accrued payroll  

8,843

    6,337  
Total current liabilities 155,184 128,812
Capital lease obligation to affiliate, less current maturities 2,830 3,610
Deferred income taxes 3,849 6,183
Other liabilities   3,966     4,238  
Total Liabilities   165,829     142,843  
Stockholders’ Equity:
Common stock 274 273
Additional paid-in capital 97,213 95,997
Retained earnings 141,114 142,336
Treasury stock at cost   (3,335 )   (3,282 )
Total Stockholders’ Equity   235,266     235,324  
Total Liabilities and Stockholders’ Equity $ 401,095   $ 378,167  
 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Year Ended December 31, 2009 (amounts in thousands)
 

Common Stock

  Additional   Retained  

Treasury Shares

 
    Shares   Amount   Paid-In Capital   Earnings   Shares   Amount   Total
   
Balance – January 1, 2009 27,326 $ 273 $ 95,997 $ 142,336 (492 ) $ (3,282 ) $ 235,324
 
Stock-based compensation expense - - 1,420 - - - 1,420
 
Issuance of common stock under Employee
Stock Purchase Plan 49 1 274 - - - 275
 
Nonvested stock awards - - (372 ) - 58 372 -
 
Repurchase of common stock for treasury - - - - (93 ) (425 ) (425 )
 
Tax shortfall from stock-based compensation - - (106 ) - - - (106 )
 
Net loss -   -   -     (1,222 ) -     -     (1,222 )
 
Balance – December 31, 2009 27,375 $ 274 $ 97,213   $ 141,114   (527 ) $ (3,335 ) $ 235,266  

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, (amounts in thousands)     2009       2008  
 
Cash Flows from Operating Activities:
 
Net (loss) income $ (1,222 ) $ 10,366
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Non-cash portion of special charges 11,625 -
Goodwill impairment - 8,807
Depreciation and amortization 6,796 6,965
Provision for doubtful accounts 2,354 2,277
Deferred income taxes (1,476 ) (639 )
Stock-based compensation expense 1,420 1,823
Loss on disposal of fixed assets 16 614
Tax shortfall from stock-based compensation (106 ) (98 )
Excess tax benefit from exercise of stock options - (3 )
 
Changes in assets and liabilities:
Accounts receivable (34,564 ) 14,054
Inventories (6,578 ) 15,277
Prepaid expenses and other current assets 1,389 (407 )
Other non-current assets (97 ) (67 )
Accounts payable 23,471 (9,191 )
Accrued expenses and other liabilities   2,682     (4,623 )
Net cash provided by operating activities   5,710     45,155  
 
 
Cash Flows from Investing Activities:
 
Purchases of property and equipment (5,569 ) (10,370 )
Proceeds from sale of property and equipment   2     44  
Net cash used for investing activities   (5,567 )   (10,326 )
 
 
Cash Flows from Financing Activities:
 
Proceeds from short-term borrowings 22,401 37,343
Repayment of short-term borrowings (22,401 ) (37,343 )
Repayment of capital lease obligation (699 ) (527 )
Purchase of treasury shares (425 ) (1,537 )
Issuance of stock under Employee Stock Purchase Plan 275 257
Exercise of stock options - 203
Net share settlement obligation - 34
Excess tax benefit from exercise of stock options   -     3  
Net cash used for financing activities   (849 )   (1,567 )
(Decrease) increase in cash and cash equivalents (706 ) 33,262
Cash and cash equivalents, beginning of period   47,003     13,741  
Cash and cash equivalents, end of period $ 46,297   $ 47,003  
         

pccc-g

CONTACT:
PC Connection, Inc.
Stephen Baldridge, 603-683-2322
Sr. Vice President of Finance & Corporate Controller