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):   April 29, 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 April 29, 2010, PC Connection, Inc. announced its financial results for the quarter ended March 31, 2010.  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 April 29, 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:

April 29, 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 April 29, 2010.

Exhibit 99.1

PC Connection, Inc. Reports First Quarter Results

MERRIMACK, N.H.--(BUSINESS WIRE)--April 29, 2010--PC Connection, Inc. (NASDAQ: PCCC):

FIRST QUARTER SUMMARY:

PC Connection, Inc. (NASDAQ: PCCC), a leading direct marketer of information technology (IT) products and services, today announced results for the quarter ended March 31, 2010. Net sales for the three months ended March 31, 2010 increased by $82.0 million, or 25.1%, to $408.3 million from $326.2 million for the three months ended March 31, 2009. Net income for the quarter was $2.4 million, or $0.09 per share, compared to net loss of $1.6 million, or $0.06 per share, for the corresponding prior year quarter.

The quarter ended March 31, 2009 included $0.9 million of special charges related to workforce reduction and management restructuring that increased our net loss and loss per share. Had these charges not been incurred, pro forma net loss for the quarter ended March 31, 2009 would have been $1.0 million, or $0.04 per share. The Company did not record any special charges for the first quarter of 2010. A reconciliation between net loss on a GAAP basis and pro forma net loss is provided in a table below immediately following the Consolidated Statements of Operations.

As noted in last quarter’s earnings release, the Company formed a new sales company, PC Connection Express, Inc., to focus on the specialized requirements of the consumer and small office/home office market. This new company began operations in mid-January 2010. Prior to its formation, consumer sales were reported within the Company’s small- and medium-sized business (SMB) segment. In order to facilitate comparison with current period results, 2009 revenues and gross margins for the SMB segment have been restated on a pro forma basis to exclude consumer and small office/home office sales.

Quarterly Sales by Segment:

Quarterly Sales by Product Mix:

Overall gross profit dollars increased by $7.0 million, or 17%, in the first quarter of 2010 compared to the corresponding period a year ago due to higher revenues. Consolidated gross profit margin, as a percentage of net sales, was 11.9% in the first quarter of 2010 compared to 12.8% in the prior year quarter. Increased lower-margin large account sales and continued aggressive price competition in all segments led to lower invoice product margins in the first quarter of 2010 compared to the prior year quarter.

Overall annualized sales productivity increased by 43% in the first quarter of 2010 compared to the first quarter of 2009. Sales productivity in the Company’s Large Account and Public Sector segments increased by 41% and 36%, respectively, in the first quarter of 2010 compared to the prior year period due to the year-over-year increases in net sales. For the SMB segment, productivity increased by 54% year over year due to increased sales and lower sales representative headcount compared to pro forma productivity for the prior year period. On a consolidated basis, the total number of sales representatives was 583 at March 31, 2010, compared to 629 at March 31, 2009, and 589 at December 31, 2009.


Total selling, general and administrative expenses for the quarter increased year over year by $1.2 million, or 2.7%, but decreased as a percentage of net sales to 10.9% for the first quarter of 2010 from 13.3% for the first quarter of 2009. The year-over-year dollar increase was primarily attributable to the increased variable compensation associated with increased gross profits. The year-over-year decrease in SG&A as a percentage of net sales was due to the higher level of sales in the first quarter of 2010 as well as lower 2010 expenses relating to cost reductions implemented in 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 ended the quarter with a cash balance of $59 million. PC Connection will continue to identify opportunities to build upon our achievements and react to changing demands swiftly. We believe our technical expertise, customer-centric focus, and innovative approach to the marketplace will enable PC Connection to maintain its leadership position in the industry.”

About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, owns four sales companies: PC Connection Sales Corporation, MoreDirect, Inc., GovConnection, Inc., and PC Connection Express, Inc., headquartered in Merrimack, NH, Boca Raton, FL, Rockville, MD, and Portsmouth, NH, respectively. All four companies can deliver custom-configured computer systems overnight from PC Connection Services’ ISO 9001:2000 certified technical configuration lab at its distribution center in Wilmington, OH. Investors and media can find more information about PC Connection, Inc. at http://ir.pcconnection.com.

PC Connection Sales Corporation (800-800-5555), the original business of PC Connection, Inc. serving the small- and medium-sized business sector, is a rapid-response provider of information technology (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.

MoreDirect, Inc. (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. (800-800-0019) is a rapid-response 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.

PC Connection Express, Inc. (888-800-0323) is a rapid-response provider of computer products and consumer electronics to home, home office, and small office users. Customers can purchase the best-known brands in the industry online at www.pcconnectionexpress.com or order by calling a trained sales specialist. The subsidiary includes the MacConnection brand (800-800-2222), one of Apple’s largest authorized online resellers at www.macconnection.com.

pccc-g

“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, and 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 those detailed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 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.


 
CONSOLIDATED SELECTED FINANCIAL INFORMATION
At or for the Three Months Ended March 31,         2010       2009        
(Dollars and shares in thousands, except operating data, price/earnings ratio, and per share data)            

% of
Net Sales

   

% of
Net Sales

%
Change

 
           
Operating Data:
Net sales $ 408,262 $ 326,221 25 %
Diluted earnings (loss) per share $ 0.09 $ (0.06 )
 
Gross profit margin 11.9 % 12.8 %
Operating margin 1.0 % (0.8 )%
Return on equity (1) 4.1 % (2.8 )%
 
Catalogs distributed 2,741,000 2,942,000 (7 )%
Orders entered (2) 335,000 332,700 1 %
Average order size (2) $ 1,472 $ 1,174 25 %
 
Inventory turns (1) 25 20
Days sales outstanding 48 46
 
 
Product Mix:
Notebooks & PDAs $ 65,953 16 % $ 47,625 15 % 38 %
Desktops/Servers 60,562 15 39,604 12 53
Video, Imaging & Sound 54,553 13 44,321 14 23
Software 53,846 13 44,684 14 21
Printers & Printer Supplies 38,703 10 30,258 9 28
Net/Com Products 37,136 9 33,115 10 12
Storage Devices 33,026 8 29,107 9 13
Memory & System Enhancements 16,813 4 11,310 3 49
Accessories/Other   47,670   12     46,197   14   3
$ 408,262   100 % $ 326,221   100 % 25 %
 
 
Net Sales of Enterprise Server and Networking Products (included in the above Product Mix):
 
$ 148,398   36 % $ 118,159   36 % 26 %
 
 
Stock Performance Indicators:
Actual shares outstanding 26,827 26,793
Total book value per share $ 8.87 $ 8.73
Tangible book value per share $ 7.00 $ 6.86
Closing price $ 6.20 $ 3.80
Market capitalization $ 166,327 $ 101,813
Pro forma trailing price/earnings ratio (3) 16 10
 
(1) Annualized
(2) Does not reflect cancellations or returns
(3) Earnings calculation is based on the last four quarters and excludes special charges.

                       
REVENUE AND MARGIN INFORMATION                      
For the Three Months Ended March 31,         2010   2009
(Dollars in thousands)        

Net
Sales

 

Gross
Margin (%)

Net
Sales

 

Gross
Margin (%)

           
PC Connection Sales Corporation (SMB) (1) $ 191,988 13.8 % $ 150,755 15.0 %
MoreDirect (Large Account) 126,102 10.6 90,723 10.7
GovConnection (Public Sector) 79,249 9.8 63,130 11.1
PC Connection Express (Consumer) (1)   10,923 10.0   21,613 10.7
Total $ 408,262 11.9 % $ 326,221 12.8 %
 

(1) 2009 results are pro forma due to the formation in early 2010 of new consumer sales company.


                           
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,         2010       2009
(amounts in thousands, except per share data)         Amount   % of Net Sales       Amount   % of Net Sales
           
Net sales $ 408,262 100.0 % $ 326,221 100.0 %
Cost of sales   359,611   88.1     284,610     87.2  
Gross profit 48,651 11.9 41,611 12.8
 
Selling, general and administrative expenses 44,474 10.9 43,289 13.3
Special charges   -   -     891     0.3  
Income (loss) from operations 4,177 1.0 (2,569 ) (0.8 )
 
Interest expense (99 ) - (134 ) (0.1 )
Other, net 75 - 199 0.1
Income tax (provision) credit   (1,719 ) 0.4     885     0.3  
Net income (loss) $ 2,434   0.6 % $ (1,619 )   (0.5 %)
 
 
Earnings (loss) per common share:
Basic $ 0.09   $ (0.06 )
Diluted $ 0.09   $ (0.06 )
 
Weighted average common shares outstanding:
Basic   27,157     26,819  
Diluted   27,193     26,819  
 
 
                           

A RECONCILIATION BETWEEN GAAP AND PRO FORMA NET INCOME (LOSS)

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

                           
March 31,                     Three Months Ended
(amounts in thousands)                     2010     2009  
 
GAAP net income (loss) $ 2,434 ($1,619 )
Special charges (after tax):
Management restructuring   -     576  
Pro forma net income (loss) $ 2,434     ($1,043 )
 
 
         

 

               
CONSOLIDATED BALANCE SHEETS March 31, December 31,
(amounts in thousands)                     2010     2009  
 
ASSETS
Current Assets:
Cash and cash equivalents $ 59,035 $ 46,297
Accounts receivable, net 196,040 218,095
Inventories 60,757 67,391
Deferred income taxes 3,416 3,386
Income taxes receivable 633 935
Prepaid expenses and other current assets   3,596     2,750  
Total current assets 323,477 338,854
Property and equipment, net 11,644 12,420
Goodwill 48,060 48,060
Other intangibles, net 1,891 1,279
Other assets   351     482  
Total Assets $ 385,423   $ 401,095  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current Liabilities:
Current maturities of capital lease obligation to affiliate $ 801 $ 780
Accounts payable 108,513 125,120
Accrued expenses and other liabilities 19,464 20,441
Accrued payroll   8,177     8,843  
Total current liabilities 136,955 155,184
Deferred income taxes 4,039 3,849
Capital lease obligation to affiliate, less current maturities 2,622 2,830
Other liabilities   3,962     3,966  
Total Liabilities   147,578     165,829  
Stockholders’ Equity:
Common stock 274 274
Additional paid-in capital 97,487 97,213
Retained earnings 143,548 141,114
Treasury stock at cost   (3,464 )   (3,335 )
Total Stockholders’ Equity   237,845     235,266  
Total Liabilities and Stockholders’ Equity $ 385,423   $ 401,095  

 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Three months ended March 31, 2010 (amounts in thousands)
       

Common Stock

      Additional       Retained      

Treasury Stock

     
          Shares       Amount       Paid-In Capital       Earnings       Shares       Amount       Total
           
Balance – December 31, 2009 27,375 $ 274 $ 97,213 $ 141,114 (527 ) ($3,335 ) $ 235,266
 
Stock-based compensation expense - - 283 - - - 283
 
Repurchase of common stock for Treasury - - - - (21 ) (129 ) (129 )
 
Tax shortfall from stock-based compensation - - (9 ) - - - (9 )
 
Net income -   -   -     2,434 -     -     2,434  
 
Balance – March 31, 2010 27,375 $ 274 $ 97,487   $ 143,548 (548 ) $ (3,464 ) $ 237,845  

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, (amounts in thousands)   2010       2009  
       
Cash Flows from Operating Activities:
 
Net income (loss) $ 2,434 $ (1,619 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 1,572 1,810
Provision for doubtful accounts 527 857
Deferred income taxes 160 1,095
Stock-based compensation expense 283 300
Income tax deficiency from stock-based compensation (9 ) -
Loss on disposal of fixed assets 1 -
 
Changes in assets and liabilities:
Accounts receivable 21,528 44,632
Inventories 6,634 3,983
Prepaid expenses and other current assets (544 ) (3,154 )
Other non-current assets 131 (5 )
Accounts payable (17,324 ) (23,169 )
Accrued expenses and other liabilities   (1,647 )   (1,655 )
Net cash provided by operating activities   13,746     23,075  
 
 
Cash Flows from Investing Activities:
 
Purchases of property and equipment   (692 )   (1,888 )
Net cash used for investing activities   (692 )   (1,888 )
 
 
Cash Flows from Financing Activities:
 
Repayment of capital lease obligations to affiliate (187 ) (168 )
Purchase of treasury shares (129 ) (106 )
Proceeds from short-term borrowings - 67
Repayment of short-term borrowings   -     (67 )
Net cash used for financing activities   (316 )   (274 )
Increase in cash and cash equivalents 12,738 20,913
Cash and cash equivalents, beginning of period   46,297     47,003  
Cash and cash equivalents, end of period $ 59,035   $ 67,916  
 

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