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):   January 31, 2013

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

⃞ 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 January 31, 2013, PC Connection, Inc. announced its financial results for the quarter and year ended December 31, 2012.  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

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.

EXHIBIT INDEX

Exhibit 99.1

PC Connection, Inc. Reports Fourth Quarter and Full Year 2012 Results

MERRIMACK, N.H.--(BUSINESS WIRE)--January 31, 2013--PC Connection, Inc. (NASDAQ: PCCC):

PC Connection, Inc. (NASDAQ: PCCC), a provider of a full range of information technology (IT) solutions to business, government, and education markets, today announced results for the quarter and year ended December 31, 2012. Net sales for the fourth quarter of 2012 increased by 0.6% year over year to $556.2 million compared to $553.2 million for the fourth quarter of 2011. Overall gross profit dollars for the quarter increased by 4.3% to $71.7 million compared to the prior year quarter. Net income for the quarter increased to $8.9 million, or $0.33 per share, compared to $7.4 million, or $0.28 per share, for the prior year quarter.

Net sales for the year ended December 31, 2012 were $2.2 billion, an increase of $55.6 million, or 2.6%, compared to $2.1 billion for the year ended December 31, 2011. Net income for the year ended December 31, 2012 increased 14.9% to $33.1 million, or $1.24 per share, compared to $28.8 million, or $1.07 per share, for the year ended December 31, 2011. Excluding special charges related to retirement and severance payments, pro forma net income for the year ended December 31, 2012 would have been $33.8 million, or $1.27 per share, representing 18.7% EPS growth over prior year. We did not record any special charges for the year ended December 31, 2011. Earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, and special charges (“Adjusted EBITDA”) totaled $63.3 million for 2012, as compared to $54.4 million for 2011.

In the first quarter of 2012, we combined our consumer and small office/home office (“SOHO”) sales company with our small- and medium-sized business (SMB) segment. In order to facilitate comparison with current period results, 2011 revenues and gross margins for the SMB segment have been restated to include consumer and SOHO sales.

Quarterly Sales by Segment:

• Net sales for the SMB business segment were $228.5 million in the fourth quarter of 2012. Sales to small and medium businesses were up slightly year over year. However, when combined with lower consumer sales, sales for this segment decreased by 5.2%. Gross margin increased year over year by 60 basis points as we continue to provide advanced technologies and solutions to our customers.
• Net sales for the Large Account segment increased by 2.7% to $202.3 million compared to sales in the fourth quarter of 2011. The increase was due to higher notebook and software sales which have increased year over year on a quarterly basis for three straight years. Gross profit increased to $22.6 million due to a 40 basis-point margin improvement which we attribute to our strategic focus on higher-margin solution sales.
• Net sales to government and education customers (Public Sector segment) increased year over year by 9.1% to $125.5 million. We gained market share during the quarter in a challenging public-sector environment. Sales to state and local government and educational institutions increased by 7.5%, and sales to the federal government grew by 10.7% year over year.

Quarterly Sales by Product Mix:

• Notebook sales, the Company’s largest product category, increased by 8.3% year over year and accounted for 19% of net sales in the fourth quarter of 2012 compared to 17% of net sales in the fourth quarter of 2011. The growth was attributable to increased unit sales, as average selling prices decreased by single digits on a rate basis.
• Software sales increased by 7.4% year over year, accounting for 16% of net sales in the fourth quarter of 2012 compared to 15% of net sales in the fourth quarter of 2011. Software sales increased in Large Account due to higher demand in virtualization and security.
• Desktop/server sales decreased by 6.7% year over year, accounting for 14% of net sales in the fourth quarter of 2012 compared to 16% of net sales in the fourth quarter of 2011. The decline was primarily a result of lower unit sales and average selling prices for servers.

Consolidated gross margin, as a percentage of net sales, increased year over year by 50 basis points to 12.9% in the fourth quarter of 2012. As our customers migrate to data center and advanced technology solutions, we have experienced increased sales of higher margin products and services.

Total selling, general and administrative expenses for the quarter were relatively flat year over year, and remained unchanged as a percentage of net sales for both the fourth quarter of 2012 and 2011. We continue to look for ways to increase efficiency while maintaining tight cost control management. The Company is implementing a Customer Master Data Management system to enhance our capabilities and target additional selling opportunities, which is scheduled to be placed into service in 2013. This will conclude the first phase of a comprehensive initiative to improve our internal IT infrastructure. Depreciation expense for this asset is expected to add approximately $2.0 million in SG&A expenses in 2013, which may increase our SG&A rates.

The Company generated significant positive cash flow for the year ended December 31, 2012. Total cash was $39.9 million compared to $4.6 million at December 31, 2011. In addition, there were no amounts outstanding on the Company’s line of credit at December 31, 2012, compared to $5.3 million outstanding at December 31, 2011. Days sales outstanding were 41 days at December 31, 2012, and inventory turns were 27 times in the fourth quarter of 2012.

During the quarter, the Company had two significant cash transactions. A special cash dividend of $0.38 per share was made to shareholders of record on November 28, 2012. The total cash payment of $10.1 million was paid on December 14, 2012. The Company also purchased 600,000 shares of its common stock from two principal stockholders at an average price of $10.58 per share. The stock purchase totaled $6.3 million and is reported as a Treasury Stock purchase in our Condensed Consolidated Statement of Cash Flows.

“During the fourth quarter we continued to drive gross margin improvement and double-digit earnings growth while facing soft overall demand due to the macro-economic environment,” said Tim McGrath, President and Chief Executive Officer. “Overall, 2012 was a strong year for the Company, as evidenced by our 19% growth in pro forma earnings per share, and the $70 million in cash we generated from operating activities. Our performance enabled us to pay a special dividend to shareholders for the second year in a row, fund our capital expenditures related to enhancing internal IT systems, and purchase common stock in an accretive transaction. In 2013, we are focused on top-line growth and improved bottom-line performance to enhance earnings and shareholder value.”

Non-GAAP Financial Information

Adjusted EBITDA, pro forma net income, and pro forma earnings per share are non-GAAP financial measures. This information is included to provide information with respect to the Company’s operating performance and earnings. Reconciliations of Adjusted EBITDA, pro forma net income, and pro forma earnings per share to GAAP net income are provided in tables immediately following the Condensed Consolidated Statements of Income.

Conference Call and Webcast

The Company will host a conference call and live web cast today at 4:30 p.m. ET to discuss fourth quarter and full year 2012 results of operations. To access the conference call, please dial 877-776-4016 (US) or 973-638-3231 (International). The conference call will be available to the general public on a live webcast (in listen only mode) on the Company’s website at http://ir.pcconnection.com. To access the replay of the call, please dial 800-585-8367 or 404-537-3406 and enter the access code 79874265.

About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, has four sales companies: 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), the original business of PC Connection, Inc. serving primarily 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 telesales specialists, catalogs, publications, and its website at www.pcconnection.com. This company also serves consumer and small office users 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, 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.

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“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, 2011. More specifically, the statements in this release concerning the Company’s outlook for gross margin and selling, general, and administrative expenses in 2013 and other statements of a non-historical basis (including statements regarding the Company’s ability to grow revenues, improve gross margins, increase market share, control costs, and increase earnings per 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 gain or maintain market share, the ability of the Company to match cost levels with changes in revenues, 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.

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CONTACT:
PC Connection, Inc.
Joseph Driscoll, 603-683-2322
Senior Vice President, CFO and Treasurer