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):   October 27, 2016

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 October 27, 2016, PC Connection, Inc. announced its financial results for the quarter ended September 30, 2016.  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 October 27, 2016.


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:

October 27, 2016

PC CONNECTION, INC.

 

 

 

By:

  /s/ William Schulze

William Schulze

Vice President & Interim

Chief Financial Officer


EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press release issued by PC Connection, Inc. on October 27, 2016.

Exhibit 99.1

Connection Reports Third Quarter 2016 Results

THIRD QUARTER SUMMARY:

MERRIMACK, N.H.--(BUSINESS WIRE)--October 27, 2016--PC Connection, Inc. (dba Connection; NASDAQ: CNXN), an industry-leading National Technology Solutions Provider, today announced results for the quarter ended September 30, 2016. Net sales for the third quarter of 2016 increased by 4.1% to $708.5 million, compared to $680.8 million for the prior year quarter. Gross profit increased by 9.5% from $88.6 million to $97.0 million primarily due to an increase in gross margin from 13.0% to 13.7% in the third quarter of 2016. Net income for the quarter ended September 30, 2016 increased by 4.6% to $13.6 million, or $0.51 per diluted share, compared to net income of $13.0 million, or $0.49 per diluted share for the prior year quarter. Earnings per share, adjusted for acquisition costs, rebranding expenses, restructuring charges, and amortization of acquired intangibles, increased to $0.54 cents per share for the quarter ended September 30, 2016, compared to $0.50 cents per share for the prior year quarter.

“In September we launched our new brand name, Connection, and changed our ticker symbol to CNXN. The brand name reflects our mission to help connect people with technology in new and innovative ways,” said Timothy McGrath, President and Chief Executive Officer. “Connection will unite all of our subsidiaries together into one cohesive brand that reflects the successes of our past and the promise of our future.”

The third quarter 2016 results include $1.1 million of acquisition, rebranding, and restructuring costs. This charge includes professional fees related to the GlobalServe acquisition, expenses related to rebranding to the “Connection” name, severance related to internal restructuring activities, and duplicate costs incurred in relocating facilities. The Company will continue to evaluate additional restructuring in the fourth quarter. In addition, the Company presented separately amortization of acquired intangible assets in the income statement, which was approximately $0.3 million in the quarter.

Net sales for the nine months ended September 30, 2016 were $1,957.0 million, an increase of $67.4 million or 3.6%, compared to $1,889.7 million for the nine months ended September 30, 2015. Gross profit increased by 9.6% from $249.2 million to $273.0 million primarily due to increase in gross margin from 13.2% to 14.0% for the nine months ended September 30, 2016. Net income for the nine months ended September 30, 2016 increased by 5.7% to $35.1 million, or $1.32 per diluted share, compared to net income of $33.2 million, or $1.25 per diluted share, for the nine months ended September 30, 2015. Earnings before interest, taxes, acquisition, rebranding, and restructuring costs, depreciation and amortization, and stock-based compensation expense (“Adjusted EBITDA”) totaled $94.8 million for the twelve months ended September 30, 2016, compared to $86.1 million for the twelve months ended September 30, 2015.

Quarterly Performance by Segment:


Quarterly Sales by Product Mix:

Overall gross profit increased by $8.4 million, or 9.5%, in the third quarter of 2016, compared to the prior year quarter. Consolidated gross margin, as a percentage of net sales, increased to 13.7% for the third quarter of 2016, compared to 13.0% for the prior year quarter.

Selling, general and administrative expenses, excluding acquisition costs, rebranding expenses, restructuring charges, and amortization of acquired intangibles, increased in the third quarter of 2016 to $73.2 million from $66.2 million in the prior year quarter, with variable cost increasing due to higher levels of gross profit. We also had three months of Softmart SG&A in the current quarter. We continue to invest in technical solution sales capabilities and expect SG&A expenses to rise accordingly. However, we are highly focused on improving efficiencies and streamlining wherever possible.

Total cash was $66.9 million at September 30, 2016, compared to $80.2 million at December 31, 2015. The Company has generated positive cash flow of approximately $32 million for the first nine months of 2016 before the Softmart acquisition of $34 million and the special dividend of $10.6 million. Days sales outstanding were 42 days at September 30, 2016, and inventory turns were 23 turns in the third quarter of 2016.

The Company acquired GlobalServe, Inc. on October 11, 2016. GlobalServe has developed a sophisticated network of over 500 resellers in 140 countries throughout the world. These resellers are connected to GlobalServe’s internally-developed portal which enables a customer to have all of their global IT needs met, with a consistent delivery of lead times, reporting, pricing, and logistics. The key benefit to us is the ability to offer our existing and new customers this global capability. Virtually all of our large customers have international needs and now we own an industry leading tool which will simplify our customer’s global IT procurement and reduce costs. We believe that this acquisition gives us a true competitive advantage in the marketplace, and we expect this will be an important component of our future growth strategy.

“The Company achieved record sales and increased earnings per share this quarter despite an overall soft IT spending environment. The main driver of profitability was an increase in gross margin percentage, as the Company continues to focus on selling advanced solutions. The recent acquisitions of Softmart and GlobalServe have expanded our capabilities and added significantly to our customer count, sales headcount, and technical personnel. We believe our team and the strategies we have in place position us well to gain market share and increase long-term shareholder value,” concluded Mr. McGrath.


Non-GAAP Financial Information

Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. This information is included to provide information with respect to the Company’s operating performance and earnings.

About Connection

Connection (www.connection.com; NASDAQ: CNXN), is the combined corporate brand name for PC Connection, Inc., a Fortune 1000 company, along with its subsidiaries: PC Connection Sales, GovConnection, MoreDirect, and Softmart, reflecting the Company’s mission to connect people with technology that enhances growth, elevates productivity, and empowers innovation. Headquartered in Merrimack, NH with offices throughout the United States, the Company continues to deliver custom-configured computer systems overnight from our ISO 9001:2008 certified technical configuration lab at our distribution center in Wilmington, OH. Connection also services international customers through a global alliance with Bechtle AG, an IT provider based in Europe. In addition, the company has over 2,500 technical certifications to ensure that we can solve the most complex issues of our customers. Investors and media can find more information about Connection at http://ir.connection.com.

Connection – Business Solutions (800-800-5555), (the original business of PC Connection,) operating through our PC Connection Sales Corp. subsidiary, is a rapid-response provider of IT products and services serving primarily the small- and medium-sized business sector. It offers more than 300,000 brand-name products through its staff of technically trained sales account managers, publications, and its website at www.connection.com.

Connection – Public Sector Solutions (800-800-0019), our GovConnection, Inc. subsidiary, is a rapid-response provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, publications, and online at www.connection.com/publicsector.

Connection – Enterprise Solutions (561-237-3300), www.connection.com/enterprise, our MoreDirect, Inc. subsidiary, provides corporate technology buyers with best-in-class IT solutions, in-depth IT supply-chain expertise, and access to over 300,000 products and 1,600 vendors through TRAXX™, a proprietary cloud-based eProcurement system. The team’s engineers, software licensing specialists, and project managers help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.

Connection – Global Solutions (800-800-1319), www.connection.com/global, our recent Softmart acquisition, is a global supplier of technology, tools, and service solutions with more than 34 years of expertise in helping customers simplify software purchasing. As a Microsoft Licensing Solution Provider (LSP), the team offers industry-leading volume software license programs and affiliated license support.

cnxn-g


“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements that are based on currently available information, operating plans, and projections about future events and trends. Terms such as "believe," "expect," "intend," “plan,” "estimate," "anticipate," “may,” "will," or similar statements or variations of such terms are intended to identify forward-looking statements, although not all forward-looking statements include such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties, include, but are 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, market acceptance of the Company’s new branding, fluctuations in operating results, the ability of the Company to manage personnel levels in response to fluctuations in revenue, and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including 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, 2015. More specifically, the statements in this release concerning the Company’s outlook for selling, general, and administrative expenses, the Company’s efforts in improving efficiencies and streamlining its business and other statements of a non-historical basis (including statements regarding the Company’s ability to increase market share and enhance long-term shareholder value and the Company’s continuing investments in technical solution sales capabilities) 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, the ability of the Company to gain or maintain market share, 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, except as required by law.


                     
CONSOLIDATED SELECTED FINANCIAL INFORMATION          
At or for the Three Months Ended September 30,   2016   2015    
% of % of %
(Amounts and shares in thousands, except operating data, P/E ratio, and per share data)       Net Sales     Net Sales Change
 
Operating Data:
Net sales $ 708,485 $ 680,769 4 %
Diluted earnings per share $ 0.51 $ 0.49 4 %
 
Gross margin 13.7 % 13.0 %
Operating margin 3.2 % 3.2 %
Return on equity (1) 12.1 % 12.3 %
 
Inventory turns 23 23
Days sales outstanding 42 40
 
% of % of
Product Mix: Net Sales Net Sales
Notebooks/Mobility 24 % 24 %
Software 21 15
Servers/Storage 9 11
Net/Com Products 8 9
Other Hardware/Services   38     41  
Total Net Sales   100 %   100 %
 
 
Stock Performance Indicators:
Actual shares outstanding 26,559 26,444
Total book value per share $ 16.14 $ 14.70
Tangible book value per share $ 13.15 $ 12.71
Closing price $ 26.42 $ 20.73
Market capitalization $ 701,689 $ 548,184
Trailing price/earnings ratio 14.4 12.2
LTM Adjusted EBITDA (2) $ 94,819 $ 86,122
Adjusted market capitalization/LTM Adjusted EBITDA (3) 6.7 5.5
 
(1) Based on last twelve months' net income.
(2) Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for acquisition, rebranding, and
restructuring costs, and stock-based compensation.
(3) Adjusted market capitalization is defined as gross market capitalization less cash balance.
 
 

 

             
REVENUE AND MARGIN INFORMATION
For the Three Months Ended September 30,   2016 2015
Net Gross Net Gross
(amounts in thousands) Sales   Margin Sales   Margin
 
SMB $ 302,410 15.4 % $ 268,720 15.1 %
Large Account 233,778 13.3 242,771 11.9
Public Sector   172,297   11.1   169,278   11.2
Total $ 708,485   13.7 % $ 680,769   13.0 %
 

                       
CONDENSED CONSOLIDATED STATEMENTS OF INCOME    
Three Months Ended September 30,       2016       2015  
(amounts in thousands, except per share data)       Amount   % of Net Sales   Amount   % of Net Sales
 
Net sales $ 708,485 100.0 % $ 680,769 100.0 %
Cost of sales   611,518   86.3     592,201   87.0  
Gross profit 96,967 13.7 88,568 13.0
 
Acquisition, rebranding, and restructuring costs 1,054 0.1 459 0.1
Amortization of acquired intangible assets 293
Selling, general and administrative expenses, other   73,175   10.4     66,248   9.7  
Income from operations 22,445 3.2 21,861 3.2
 
Interest/other expense, net (27 ) (29 )
Income tax provision   (8,825 ) (1.3 )   (8,831 ) (1.3 )
Net income $ 13,593   1.9 % $ 13,001   1.9 %
 
Earnings per common share:
Basic $ 0.51   $ 0.49  
Diluted $ 0.51   $ 0.49  
 
Shares used in the computation of earnings per common share:
Basic   26,542     26,423  
Diluted   26,736     26,622  
 
 
                       
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended September 30,       2016       2015  
(amounts in thousands, except per share data) Amount % of Net Sales   Amount % of Net Sales
 
Net sales $ 1,957,044 100.0 % $ 1,889,650 100.0 %
Cost of sales   1,684,010   86.0     1,640,482   86.8  
Gross profit 273,034 14.0 249,168 13.2
 
Acquisition, rebranding, and restructuring costs 1,895 0.1 730
Amortization of acquired intangible assets 377
Selling, general and administrative expenses, other   212,143   10.9     192,775   10.2  
Income from operations 58,619 3.0 55,663 3.0
 
Interest/other expense, net (53 ) (67 )
Income tax provision   (23,452 ) (1.2 )   (22,382 ) (1.2 )
Net income $ 35,114   1.8 % $ 33,214   1.8 %
 
Earnings per common share:
Basic $ 1.32   $ 1.26  
Diluted $ 1.32   $ 1.25  
 
Shares used in the computation of earnings per common share:
Basic   26,514     26,281  
Diluted   26,699     26,514  
 

           
EBITDA AND ADJUSTED EBITDA                      
 
A reconciliation of EBITDA and Adjusted EBITDA is detailed below. Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for acquisition, rebranding and restructuring costs, and stock-based compensation. Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either includes or excludes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance including our ability to fund our future capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements.
 
(amounts in thousands) Three Months Ended September 30, LTM Ended September 30, (1)
2016 2015 % Change 2016 2015 % Change
Net income $ 13,593 $ 13,001 $ 48,727 $ 45,158
Depreciation and amortization 2,701 2,226 9,869 8,692
Income tax expense 8,825 8,831 32,710 30,513
Interest/other expense, net   27   29   73   81
EBITDA 25,146 24,087 91,379 84,444
Acquisition, rebranding and restructuring costs (2) 1,054 459 2,191 730
Stock-based compensation   330   257     1,249   948  
Adjusted EBITDA $ 26,530 $ 24,803 7 % $ 94,819 $ 86,122 10 %
 
(1) LTM: Last twelve months

(2) Acquisition, rebranding and restructuring costs consist of professional fees related to the Softmart and Global Serve acquisitions, costs associated with the re-branding of the company to "Connection', severance related to internal restructuring activities, duplicate costs incurred in our office move of our Chicago-area office, and in 2015, duplicate costs incurred in the transition to a new distribution center.

 

                           
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE              
 
A reconciliation from Net Income to Adjusted Net Income is detailed below. Adjusted Net Income is defined as Net Income plus the Amortization of Acquired Intangible Assets and Acquisition, Rebranding, and Restructuring Costs, net of tax. Adjusted Net Income and Adjusted Earnings Per Share are considered non-GAAP financial measures (see note above in Adjusted EBITDA for a description of non-GAAP financial measures). The Company believes that these non-GAAP disclosures provide helpful information with respect to the Company's operating performance.
(amounts in thousands, except per share data) Three Months Ended September 30,   Nine Months Ended September 30,
2016 2015 % Change   2016 2015 % Change
Net income $ 13,593 $ 13,001 $ 35,114 $ 33,214
Acquisition, rebranding, and restructuring costs, net of tax (1) 639 274 1,137 436
Amortization of acquired intangible assets, net of tax (2)   178   -   226   -
Adjusted Net Income $ 14,410 $ 13,275 $ 36,477 $ 33,650
Diluted shares   26,736   26,622     26,699   26,514  
Adjusted Diluted Earnings per Share $ 0.54 $ 0.50 8 % $ 1.37 $ 1.27 8 %
 
 

(1) Acquisition, rebranding, and restructuring costs consist of professional fees related to the Softmart and Global Serve acquisitions, costs associated with the re-branding of the Company to "Connection," severance related to internal restructuring activities, duplicate costs incurred in our office move of our Chicago-area office, and in 2015, duplicate costs incurred in the transition to a new distribution center.

(2) Amortization of acquired intangible assets relates to intangible assets recorded as a result of the acquisition of Softmart.
 

                   
          September 30,   December 31,
CONDENSED CONSOLIDATED BALANCE SHEETS 2016 2015
(amounts in thousands)
 
ASSETS
Current Assets:
Cash and cash equivalents $ 66,883 $ 80,188
Accounts receivable, net 357,967 356,145
Inventories 101,982 102,780
Deferred income taxes - 7,909
Prepaid expenses and other current assets 4,109 4,254
Income taxes receivable   1,660     1,575  
Total current assets 532,601 552,851
Property and equipment, net 34,287 32,227
Goodwill 67,510 51,276
Other intangibles, net 12,142 1,668
Other assets   1,193     1,052  
Total Assets $ 647,733   $ 639,074  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable $ 159,619 $ 166,516
Accrued expenses and other liabilities 25,885 36,207
Accrued payroll   17,301     19,280  
Total current liabilities 202,805 222,003
Deferred income taxes 13,871 21,615
Other liabilities   2,284     3,005  
Total Liabilities   218,960     246,623  
Stockholders’ Equity:
Common stock 284 284
Additional paid-in capital 110,369 109,161
Retained earnings 333,982 298,868
Treasury stock at cost   (15,862 )   (15,862 )
Total Stockholders’ Equity   428,773     392,451  
Total Liabilities and Stockholders’ Equity $ 647,733   $ 639,074  
 

         
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,         2016 2015
(amounts in thousands)
Cash Flows from Operating Activities:
Net income $ 35,114 $ 33,214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 7,504 6,597
Stock-based compensation expense 975 720
Provision for doubtful accounts 239 1,103
Deferred income taxes 165 56
Excess tax benefit from exercise of equity awards (385 ) (472 )
 
Changes in assets and liabilities:
Accounts receivable 19,530 (39,262 )
Inventories 954 (11,656 )
Prepaid expenses and other current assets 506 79
Other non-current assets (141 ) (449 )
Accounts payable (20,922 ) 35,654
Accrued expenses and other liabilities   (3,757 )   (279 )
Net cash provided by operating activities   39,782     25,305  
 
Cash Flows from Investing Activities:
Purchases of equipment (8,746 ) (10,069 )
Purchase of Softmart   (33,983 )   -  
Net cash used for investing activities   (42,729 )   (10,069 )
 
Cash Flows from Financing Activities:
Dividend payment (10,591 ) -
Issuance of stock under Employee Stock Purchase Plan 473 435
Excess tax benefit from exercise of equity awards 385 472
Exercise of stock options - 379
Payment of payroll taxes on stock-based compensation through shares withheld   (625 )   (564 )
Net cash (used for) provided by financing activities   (10,358 )   722  
(Decrease) increase in cash and cash equivalents (13,305 ) 15,958
Cash and cash equivalents, beginning of period   80,188     60,909  
Cash and cash equivalents, end of period $ 66,883   $ 76,867  
 
Non-cash Investing Activities:
Accrued capital expenditures $ 160 $ 711
 
Supplemental Cash Flow Information:
Income taxes paid $ 23,953 $ 23,360
 

pccc-g

CONTACT:
PC Connection, Inc.
William Schulze, 603-683-2262
Vice President and Interim Chief Financial Officer