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):   November 3, 2011

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 November 3, 2011, PC Connection, Inc. announced its financial results for the quarter ended September 30, 2011.  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 November 3, 2011.


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:

November 3, 2011

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 November 3, 2011.

Exhibit 99.1

PC Connection, Inc. Reports Third Quarter Results

THIRD QUARTER SUMMARY:

MERRIMACK, N.H.--(BUSINESS WIRE)--November 3, 2011--PC Connection, Inc. (NASDAQ: PCCC), a holder of companies that provide a full range of information technology (IT) solutions from design through deployment to business, government, and education markets, today announced results for the quarter ended September 30, 2011. Net sales for the three months ended September 30, 2011 were $575.6 million, a year-over-year increase of $42.8 million or 8.0%. Net income for the quarter was $9.4 million, or $0.35 per share, compared to net income of $8.6 million, or $0.32 per share for the corresponding prior year quarter.

Net sales for the nine months ended September 30, 2011 were $1,550.1 million, an increase of $131.5 million or 9.3%, compared to $1,418.6 million for the nine months ended September 30, 2010. Net income for the nine months ended September 30, 2011 was $21.4 million, or $0.80 per share, compared to net income of $16.1 million, or $0.59 per share, for the nine months ended September 30, 2010.

Quarterly Sales by Segment:


Quarterly Sales by Product Mix:

Overall gross profit dollars for the quarter increased by 14%, or $8.5 million, compared to the third quarter of 2010. Consolidated gross margin, as a percentage of net sales, increased year over year by 60 basis points to 12.2% in the third quarter of 2011. Improved invoice selling margins was the primary driver for the increase. SMB, Public Sector, and Consumer/SOHO increased their gross margin compared to the prior year quarter, while Large Account experienced a decrease due in part to lower sales of high-margin enterprise software.

Overall annualized sales productivity increased slightly in the third quarter of 2011 compared to the third quarter of 2010. Sales productivity in the Large Account segment increased by 1%, but was largely offset by decreases in the SMB and Public Sector segments of 1% and 6%, respectively. On a consolidated basis, the total number of sales representatives was 636 at September 30, 2011, compared to 595 at September 30, 2010, and 630 at June 30, 2011.

Total selling, general and administrative expenses for the quarter increased year over year by 15%, or $6.9 million, and increased as a percentage of net sales from 8.9% for the third quarter of 2010 to 9.4% for the third quarter of 2011. The year-over-year increase was attributable to investments in solutions sales capabilities, increased variable compensation associated with improved gross profit, increased marketing expenditures, and the inclusion of ValCom’s operating costs for the quarter.

The Company repurchased 304 thousand shares of its common stock for treasury during the quarter. Total treasury stock purchased year-to-date was 487 thousand shares at an average price of $8.28 per share. The Company also considers block repurchases directly from larger stockholders, as well as open market purchases, in carrying out its ongoing stock repurchase program.

“We achieved record third quarter revenue and made significant gains in both gross margin and operating income that outpaced our revenue growth,” said Timothy McGrath, President and Chief Executive Officer. “Our focus on margin improvement resulted in our highest quarterly operating income and earnings per share in over a decade. We believe our strong team and core business strategies position us well for future success.”


About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, owns five sales companies: PC Connection Sales Corporation, MoreDirect, Inc., GovConnection, Inc., PC Connection Express, Inc., and Professional Computer Center, Inc. d/b/a ValCom Technology, headquartered in Merrimack, NH, Boca Raton, FL, Rockville, MD, Portsmouth, NH, and Itasca, IL, respectively. All five companies can deliver custom-configured computer systems overnight from PC Connection Services’ ISO 9001:2008 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 IT products and services. It offers more than 300,000 brand-name products through its staff of technically trained sales account managers and catalog telesales representatives, catalogs, 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.

Professional Computer Center, Inc. d/b/a ValCom Technology (630-285-0500), www.valcomtechnology.com, provides technology services to medium-to-large corporate organizations utilizing its proprietary cloud-based IT service management software, WebSPOC™. Through its experienced technical service personnel ValCom Technology provides network, server, storage, mission-critical onsite support, installation, and host of lifecycle services.

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, 2010. More specifically, the statements in this release concerning the Company’s outlook for 2011 and other statements of a non-historical basis (including statements regarding the Company’s ability to grow revenues, improve gross margins, 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, the ability of the Company to integrate the operations of ValCom Technology, 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 September 30,         2011   2010    
(Dollars and shares in thousands, except operating data, P/E ratio, and per share data)            

% of
Net Sales

   

% of
Net Sales

%
Change

 
 
Operating Data:
Net sales $ 575,646 $ 532,827 8 %
Diluted earnings per share $ 0.35 $ 0.32 9 %
 
Gross margin 12.2 % 11.6 %
Operating margin 2.8 % 2.7 %
Return on equity (1) 13.8 % 14.1 %
 
Catalogs distributed 1,333,000 2,042,000 (35 %)
Orders entered (2) 347,000 345,300 -
Average order size (2) $ 2,003 $ 1,942 3 %
 
Inventory turns (1) 28 26
Days sales outstanding 46 49
 
 
Product Mix:
Desktop/Server $ 98,994 17 % $ 82,222 15 % 20 %
Notebook & PDA 98,210 17 92,451 17 6
Software 82,204 14 82,748 15 (1 )
Video, Imaging & Sound 64,552 11 50,840 10 27
Net/Com Product 56,627 10 54,606 10 4
Printer & Printer Supplies 40,691 7 40,379 8 1
Storage Device 39,266 7 35,986 7 9
Memory & System Enhancement 17,745 3 25,171 5 (30 )
Accessory/Other   77,357   14     68,424   13   13
Total Net Sales $ 575,646   100 % $ 532,827   100 % 8 %
 
 
Net Sales of Enterprise Server and Networking Products (included in the above Product Mix):
 
$ 200,580   35 % $ 200,367   38 % -
 
 
Stock Performance Indicators:
Actual shares outstanding 26,309 26,544
Total book value per share $ 10.49 $ 9.40
Tangible book value per share $ 8.34 $ 7.52
Closing price $ 7.98 $ 6.83
Market capitalization $ 209,946 $ 181,296
Trailing price/earnings ratio 8 9
 
(1) Annualized
(2) Does not reflect cancellations or returns
 
 
                         
REVENUE AND MARGIN INFORMATION
For the Three Months Ended September 30,         2011       2010  
(Dollars in thousands) Net
Sales
  Gross
Margin
Net
Sales
  Gross
Margin
 
SMB $ 212,248 15.9 % $ 208,733 14.2 %
Large Account 206,564 9.8 159,641 10.1
Public Sector 144,629 10.5 145,615 10.2
Consumer/SOHO   12,205   10.9   18,838   7.4
Total $ 575,646   12.2 % $ 532,827   11.6 %
 
 

                       
CONDENSED CONSOLIDATED STATEMENTS OF INCOME              
Three Months Ended September 30,       2011       2010  
(amounts in thousands, except per share data) Amount   % of Net Sales Amount  

% of Net Sales

 
Net sales $ 575,646 100.0 % $ 532,827 100.0 %
Cost of sales   505,210   87.8     470,856   88.4  
Gross profit 70,436 12.2 61,971 11.6
 
Selling, general and administrative expenses   54,554   9.4     47,640   8.9  
Income from operations 15,882 2.8 14,331 2.7
 
Interest expense (93 ) - (111 ) -
Other, net 32 - 49 -
Income tax provision   (6,435 ) (1.2 )   (5,643 ) (1.1 )
Net income $ 9,386   1.6 % $ 8,626   1.6 %
 
 
Earnings per common share:
Basic $ 0.35   $ 0.32  
Diluted $ 0.35   $ 0.32  
 
Weighted average common shares outstanding:
Basic   26,615     26,939  
Diluted   26,692     26,977  
 
 
                       
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended September 30,       2011     2010
(amounts in thousands, except per share data) Amount % of Net Sales   Amount % of Net Sales
 
Net sales $ 1,550,133 100.0 % $ 1,418,635 100.0 %
Cost of sales   1,353,984   87.4     1,252,031   88.3  
Gross profit 196,149 12.6 166,604 11.7
 
Selling, general and administrative expenses   160,321   10.3     139,615   9.8  
Income from operations 35,828 2.3 26,989 1.9
 
Interest expense (221 ) - (305 ) -
Other, net 129 - 159 -
Income tax provision   (14,376 ) 0.9     (10,760 ) (0.8 )
Net income $ 21,360   1.4 % $ 16,083   1.1 %
 
 
Earnings per common share:
Basic $ 0.80   $ 0.59  
Diluted $ 0.80   $ 0.59  
 
Weighted average common shares outstanding:
Basic   26,788     27,070  
Diluted   26,860     27,108  
 
 

                                     
CONDENSED CONSOLIDATED BALANCE SHEETS             September 30,         December 31,  
(amounts in thousands)                   2011               2010    
 
ASSETS
Current Assets:
Cash and cash equivalents $ 39,760 $ 35,374
Accounts receivable, net 269,916 238,011
Inventories 72,970 74,293
Deferred income taxes 4,520 3,813
Prepaid expenses and other current assets 3,931 4,210
Income taxes receivable   250     1,489  
Total current assets 391,347 357,190
Property and equipment, net 21,913 13,500
Goodwill 51,276 48,060
Other intangibles, net 5,389 1,786
Other assets   590     405  
Total Assets $ 470,515   $ 420,941  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of capital lease obligation to affiliate $ 945 $ 870
Accounts payable 138,819 114,632
Accrued expenses and other liabilities 26,611 23,963
Accrued payroll   13,788     12,652  

Total current liabilities

180,163 152,117
Deferred income taxes 8,462 5,822
Capital lease obligation to affiliate, less current maturities 1,242 1,960
Other liabilities   4,546     3,403  
Total Liabilities   194,413     163,302  
Stockholders’ Equity:
Common stock 276 275
Additional paid-in capital 99,369 98,871
Retained earnings 185,435 164,075
Treasury stock at cost   (8,978 )   (5,582 )
Total Stockholders’ Equity   276,102     257,639  
Total Liabilities and Stockholders’ Equity $ 470,515   $ 420,941  
 
 
                                         
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine Months Ended September 30, 2011 (amounts in thousands)
 
Common Stock Additional Retained Treasury Stock
Shares   Amount   Paid-In Capital   Earnings   Shares   Amount   Total
 
Balance–January 1, 2011 27,507 $ 275 $ 98,871 $ 164,075 (854 ) $ (5,582 ) $ 257,639
 
Stock-based compensation expense - - 698 - - - 698
 
Issuance of common stock under Employee Stock Purchase Plan 23 - 183 - - - 183
 
Nonvested stock awards - - (633 ) - 93 633 -
 
Tax benefit from stock-based compensation - - 68 - - - 68
 
Repurchase of common stock for treasury - - - - (487 ) (4,029 ) (4,029 )
 
Issuance of common stock under stock incentive plans 27 1 182 - - - 183
 
Net income and comprehensive income -   -   -     21,360   -     -     21,360  
 
Balance–September 30, 2011 27,557 $ 276 $ 99,369   $ 185,435   (1,248 ) $ (8,978 ) $ 276,102  
 
 

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, (amounts in thousands)         2011         2010  
     
Cash Flows from Operating Activities:
Net income $ 21,360 $ 16,083
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 4,375 4,152
Deferred income taxes 1,933 1,256
Provision for doubtful accounts 1,765 1,737
Stock-based compensation expense 698 1,102
Income tax benefit (deficiency) from stock-based compensation 68 (18 )
Loss on disposal of fixed assets 13 6
Fair value adjustment to contingent consideration (20 ) -
 
Changes in assets and liabilities:
Accounts receivable (30,407 ) (40,348 )
Inventories 1,617 (14,035 )
Prepaid expenses and other current assets 1,786 (1,467 )
Other non-current assets (157 ) 71
Accounts payable 22,100 24,675
Accrued expenses and other liabilities   (2,761 )   7,676  
Net cash provided by operating activities   22,370     890  
 
Cash Flows from Investing Activities:
Purchases of property and equipment (8,483 ) (2,350 )
Acquisition of ValCom Technology, net of cash acquired (4,745 ) -
Purchase of intangible asset (450 ) (800 )
Proceeds from sale of property and equipment   -     6  
Net cash used for investing activities   (13,678 )   (3,144 )
 
Cash Flows from Financing Activities:
Purchase of treasury shares (4,029 ) (3,067 )
Repayment of capital lease obligation to affiliate (643 ) (576 )
Issuance of stock under Employee Stock Purchase Plan 183 135
Exercise of stock options   183     -  
Net cash used for financing activities   (4,306 )   (3,508 )
Increase (decrease) in cash and cash equivalents 4,386 (5,762 )
Cash and cash equivalents, beginning of period   35,374     46,297  
Cash and cash equivalents, end of period $ 39,760   $ 40,535  
 
 
Non-cash Investing and Financing Activities:
Contingent consideration included in accrued expenses and other liabilities $ 1,900 $ -
Accrued capital expenditures 746 3,117
Issuance of nonvested stock from treasury 633 820

CONTACT:
PC Connection, Inc.
William Schulze, 603-683-2322
Vice President and Corporate Controller