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 2, 2012

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 2, 2012, PC Connection, Inc. announced its financial results for the quarter and year ended December 31, 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 February 2, 2012.


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 2, 2012

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 2, 2012.

Exhibit 99.1

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

MERRIMACK, N.H.--(BUSINESS WIRE)--February 2, 2012--PC Connection, Inc. (NASDAQ: PCCC):

       

FOURTH QUARTER SUMMARY:

FULL YEAR SUMMARY:

 
  • Net sales: $553.2 million, level y/y
  • Net sales: $2.103 billion, up 6.5% y/y
  • SG&A: 10.3% of net sales
  • SG&A: 10.3% of net sales
  • Operating income: $11.8 million, 2.1% of net sales
  • Operating income: $47.6 million, 2.3% of net sales
  • Diluted earnings per share: $0.28, up 8% y/y
  • Diluted earnings per share: $1.07, up 26% y/y

PC Connection, Inc. (NASDAQ: PCCC), which through its subsidiaries provides a full range of information technology (IT) solutions from design through deployment to business, government, and education markets, today announced results for the quarter and year ended December 31, 2011. Consolidated net sales for the fourth quarter of 2011 were $553.2 million, compared to $555.6 million for the fourth quarter of 2010. Net income for the quarter ended December 31, 2011 was $7.4 million, or $0.28 per share, compared to net income of $6.9 million, or $0.26 per share, for the corresponding prior year period.

Net sales for the year ended December 31, 2011 were $2.10 billion, an increase of $129.1 million or 6.5%, compared to $1.97 billion for the year ended December 31, 2010. Net income for the year ended December 31, 2011 increased 25.4% to $28.8 million, or $1.07 per share, compared to $23.0 million, or $0.85 per share, for the year ended December 31, 2010.

Quarterly Sales by Segment:


Quarterly Sales by Product Mix:

Overall gross profit dollars increased by $5.4 million, or 8.6%, to $68.7 million in the fourth quarter of 2011 compared to the prior year. Consolidated gross margin, as a percentage of net sales, increased to 12.4% in the fourth quarter of 2011 compared to 11.4% in the prior year quarter. Each of the segments generated significant increases in gross margin.

Total selling, general and administrative expenses for the quarter increased year over year by $5.3 million, or 10.3%, and increased as a percentage of net sales to 10.3% for the fourth quarter of 2011, from 9.3% for the fourth quarter of 2010. The dollar and percentage increases were attributable to investments in solutions sales capabilities, increased variable compensation associated with improved gross profit, and the inclusion of ValCom’s operating costs for the quarter. The total number of sales representatives was 646 at December 31, 2011, compared to 615 at December 31, 2010, and 636 at September 30, 2011.

During the quarter, the Company paid a one-time special cash dividend of $0.40 per share. The total cash payment of $10.6 million was made on December 7, 2011 to shareholders of record on November 25, 2011.

“I am pleased with our overall performance in 2011. PC Connection achieved record annual sales while attaining the highest annual gross margin in over a decade,” said Timothy McGrath, President and Chief Executive Officer. “We remain committed to making the investments necessary to continue to grow our business and improve operating performance. We believe the strategies we have put in place will position us well to gain market share and enhance long-term shareholder value.”

About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, has four sales subsidiaries: PC Connection Sales Corporation, MoreDirect, Inc., GovConnection, Inc., and Professional Computer Center, Inc. d/b/a ValCom Technology, headquartered in Merrimack, NH, Boca Raton, FL, Rockville, MD, and Itasca, IL, respectively. All four companies can deliver custom-configured computer systems overnight from our ISO 9001:2008 certified technical configuration lab at our 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), operates the original business of PC Connection, Inc. serving primarily the small- and medium-sized business sector, and is a rapid-response provider of information technology (IT) products and services. It offers more than 300,000 brand-name products through its staff of technically trained sales account managers and telesales specialists, catalogs, publications, and its website at www.pcconnection.com. As a result of a merger of two subsidiaries, this subsidiary, beginning in 2012, also serves the consumer and small office users under its PC Connection Express brand (888-800-0323) at www.pcconnectionexpress.com and is, under its MacConnection brand (800-800-2222), one of Apple’s largest authorized online resellers at www.macconnection.com.

MoreDirect, Inc. (561-237-3300), www.moredirect.com, 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 cloud-based eProcurement system. Backed by over 500 technical certifications, MoreDirect’s team of engineers, software licensing specialists, and project managers help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.

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.

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 hosting of lifecycle services.

“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 2012 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, 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 disclaims any 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 December 31,      

2011

      2010      
(Dollars and shares in thousands, except operating data, P/E ratio, and per share data)       % of   % of %
          Net Sales     Net Sales Change
 
Operating Data:
Net sales $ 553,162 $ 555,563 -
Diluted earnings per share $ 0.28 $ 0.26 8 %
 
Gross margin 12.4 % 11.4 %
Operating margin 2.1 % 2.1 %
Return on equity (1) 10.9 % 10.9 %
 
Orders entered (2) 329,600 345,800 (5 %)
Average order size (2) $ 1,958 $ 1,810 8 %
 
Inventory turns (1) 25 23
Days sales outstanding 53 44
 
 
Product Mix:
Notebook & PDA $ 95,296 17 % $ 97,266 18 % (2 %)
Desktop/Server 85,464 16 91,870 17 (7 )
Software 81,744 15 82,344 15 (1 )
Net/Com Product 60,757 11 52,069 9 17
Video, Imaging & Sound 51,640 9 69,248 12 (25 )
Printer & Printer Supplies 41,043 8 39,121 7 5
Storage Device 40,638 7 36,659 7 11
Memory & System Enhancement 22,582 4 23,406 4 (4 )
Accessory/Other   73,998   13     63,580   11   16
Total Net Sales $ 553,162   100 % $ 555,563   100 % -
 
 
Net Sales of Enterprise Server and Networking Products (included in the above Product Mix):
 
$ 215,695   39 % $ 201,850   36 % 7 %
 
 
Stock Performance Indicators:
Actual shares outstanding 26,365 26,653
Total book value per share $ 10.37 $ 9.67
Tangible book value per share $ 8.23 $ 7.80
Closing price $ 11.09 $ 8.86
Market capitalization $ 292,388 $ 236,146
Trailing price/earnings ratio 10 10
 
(1) Annualized
(2) Does not reflect cancellations or returns
 
 
 
 
                       
REVENUE AND MARGIN INFORMATION
For the Three Months Ended December 31,     2011 2010
Net Gross Net Gross
(Dollars in thousands) Sales   Margin Sales   Margin
 
SMB $ 224,121 14.4 % $ 245,244 13.3 %
Large Account 197,049 10.8 168,023 10.1
Public Sector 114,978 11.9 117,377 10.6
Consumer/SOHO   17,014   8.9   24,919   5.7
Total $ 553,162   12.4 % $ 555,563   11.4 %

               
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended December 31,     2011   2010
(amounts in thousands, except per share data) Amount   % of Net Sales Amount   % of Net Sales
 
Net sales $ 553,162 100.0 % $ 555,563 100.0 %
Cost of sales   484,427   87.6     492,267   88.6  
Gross profit 68,735 12.4 63,296 11.4
 
Selling, general and administrative expenses   56,952   10.3     51,618   9.3  
Income from operations 11,783 2.1 11,678 2.1
 
Interest expense (148 ) - (185 ) -
Other, net 60 - 54 -
Income tax provision   (4,268 ) (0.8 )   (4,669 ) (0.9 )
Net income $ 7,427   1.3 % $ 6,878   1.2 %
 
 
Earnings per common share:
Basic $ 0.28   $ 0.26  
Diluted $ 0.28   $ 0.26  
 
Weighted average common shares outstanding:
Basic   26,451     26,821  
Diluted   26,599     26,888  
 
 
 
 
                         
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,     2011   2010
(amounts in thousands, except per share data) Amount   % of Net Sales   Amount   % of Net Sales
 
Net sales $ 2,103,295 100.0 % $ 1,974,198 100.0 %
Cost of sales   1,838,411   87.4     1,744,298   88.3  
Gross profit 264,884 12.6 229,900 11.7
 
Selling, general and administrative expenses   217,273   10.3     191,233   9.7  
Income from operations 47,611 2.3 38,667 2.0
 
Interest expense (369 ) - (490 ) -
Other, net 189 - 213 -
Income tax provision   (18,644 ) (0.9 )   (15,429 ) (0.8 )
Net income $ 28,787   1.4 % $ 22,961   1.2 %
 
 
Earnings per common share:
Basic $ 1.08   $ 0.85  
Diluted $ 1.07   $ 0.85  
 
Weighted average common shares outstanding:
Basic   26,703     27,007  
Diluted   26,800     27,053  

                           
 
CONDENSED CONSOLIDATED BALANCE SHEETS December 31, December 31,
(amounts in thousands)                 2011           2010
 
ASSETS
Current Assets:
Cash and cash equivalents $ 4,615 $ 35,374
Accounts receivable, net 295,188 238,011
Inventories 77,437 74,293
Prepaid expenses and other current assets 4,713 4,210
Deferred income taxes 4,436 3,813
Income taxes receivable   1,927     1,489  
Total current assets 388,316 357,190
Property and equipment, net 22,570 13,500
Goodwill 51,276 48,060
Other intangibles, net 5,205 1,786
Other assets   652     405  
Total Assets $ 468,019   $ 420,941  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of capital lease obligation to affiliate $ 971 $ 870
Note payable - bank 5,267 -
Accounts payable 130,900 114,632
Accrued expenses and other liabilities 30,902 23,963
Accrued payroll   12,964     12,652  
Total current liabilities 181,004 152,117
Deferred income taxes 9,026 5,822
Other liabilities 3,471 3,403
Capital lease obligation to affiliate, less current maturities   989     1,960  
Total Liabilities   194,490     163,302  
Stockholders’ Equity:
Common stock 276 275
Additional paid-in capital 99,957 98,871
Retained earnings 182,274 164,075
Treasury stock at cost   (8,978 )   (5,582 )
Total Stockholders’ Equity   273,529     257,639  
Total Liabilities and Stockholders’ Equity $ 468,019   $ 420,941  
 
 
 
 
 
 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Year Ended December 31, 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 - - 824 - - - 824
 
Issuance of common stock under stock incentive plans 64 1 403 - - - 404
 
Issuance of common stock under Employee Stock Purchase Plan 42 - 380 - - - 380
 
Nonvested stock awards - - (633 ) - 93 633 -
 
Tax benefit from stock-based compensation - - 112 - - - 112
 
Repurchase of common stock for treasury - - - - (487 ) (4,029 ) (4,029 )
 
Dividend payment - - - (10,588 ) - - (10,588 )
 
Net income and comprehensive income -   -   -     28,787     -     -     28,787  
 
Balance–December 31, 2011 27,613 $ 276 $ 99,957   $ 182,274     (1,248 ) $ (8,978 ) $ 273,529  

           
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, (amounts in thousands)       2011 2010
 
Cash Flows from Operating Activities:
Net income $ 28,787 $ 22,961
Adjustments to reconcile net income to net cash used for
operating activities:
Depreciation and amortization 5,951 5,430
Provision for doubtful accounts 2,768 2,372
Deferred income taxes 2,581 1,546
Stock-based compensation expense 824 1,531
Income tax benefit (deficiency) related to equity awards 112 (16 )
Loss on disposal of fixed assets 16 2
Excess tax benefit from exercise of stock options (15 ) -
Fair value adjustment to contingent consideration (80 ) -
 
Changes in assets and liabilities:
Accounts receivable (56,682 ) (22,288 )
Inventories (2,850 ) (6,902 )
Prepaid expenses and other current assets (673 ) (2,014 )
Other non-current assets (219 ) 77
Accounts payable 14,497 (10,329 )
Accrued expenses and other liabilities   (309 )   6,768  
Net cash used for operating activities   (5,292 )   (862 )
 
Cash Flows from Investing Activities:
Purchases of property and equipment (10,855 ) (6,387 )
Acquisition of ValCom Technology, net of cash acquired (4,745 ) -
Purchase of intangible asset (450 ) (800 )
Proceeds from sale of property and equipment   4     9  
Net cash used for investing activities   (16,046 )   (7,178 )
 
Cash Flows from Financing Activities:
Proceeds from short-term borrowings 59,373 9,485
Repayment of short-term borrowings (54,106 ) (9,485 )
Dividend payment (10,588 ) -
Purchase of treasury shares (4,029 ) (3,067 )
Repayment of capital lease obligation to affiliate (870 ) (780 )
Exercise of stock options 404 670
Issuance of stock under Employee Stock Purchase Plan 380 294
Excess tax benefit from exercise of stock options   15     -  
Net cash used for financing activities   (9,421 )   (2,883 )
Decrease in cash and cash equivalents (30,759 ) (10,923 )
Cash and cash equivalents, beginning of period   35,374     46,297  
Cash and cash equivalents, end of period $ 4,615   $ 35,374  
 
 
Non-cash Investing and Financing Activities:
Contingent consideration included in accrued expenses and other liabilities $ 1,960 $ -
Accrued capital expenditures 430 4
Issuance of nonvested stock from treasury 633 820
 

pccc-g

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