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):   August 1, 2013

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 August 1, 2013, PC Connection, Inc. announced its financial results for the quarter ended June 30, 2013.  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 August 1, 2013.


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:

August 1, 2013

PC CONNECTION, INC.

 

 

 

By:

/s/ JOSEPH DRISCOLL

Joseph Driscoll

Senior Vice President, Treasurer and

Chief Financial Officer


EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press release issued by PC Connection, Inc. on August 1, 2013.

Exhibit 99.1

PC Connection, Inc. Reports Second Quarter Results

SECOND QUARTER SUMMARY:

MERRIMACK, N.H.--(BUSINESS WIRE)--August 1, 2013--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 ended June 30, 2013. Net sales for the second quarter of 2013 were $557.3 million, an increase of 2.7% compared to $542.6 million for the second quarter of 2012. Net income for the quarter ended June 30, 2013 was $9.2 million, or $0.35 per share, compared to net income of $8.8 million, or $0.33 per share, for the corresponding prior year quarter.

Net sales for the six months ended June 30, 2013 were $1,062.7 million, an increase of $21.4 million or 2.1%, compared to $1,041.3 million for the six months ended June 30, 2012. Net income for the six months ended June 30, 2013 was $15.3 million, or $0.58 per share, compared to net income of $14.3 million, or $0.54 per share, for the six months ended June 30, 2012. Earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, and special charges (“Adjusted EBITDA”) totaled $64.1 million for the twelve months ended June 30, 2013, as compared to $59.5 million for the twelve months ended June 30, 2012.

Quarterly Sales by Segment:

Net sales to healthcare customers, which are included in each of the three selling segments, increased 25% versus the prior year quarter.


Quarterly Sales by Product Mix:

Overall gross profit dollars increased by $2.3 million, or 3.3%, in the second quarter of 2013, compared to the prior year quarter. Consolidated gross margin, as a percentage of net sales, increased to 13.3% in the second quarter of 2013 compared to 13.2% in the prior year quarter.

Total selling, general and administrative expenses increased in dollars year over year, but remained flat as a percentage of net sales at 10.5% for the second quarter of 2013 and 2012. We are continuing to invest in solution sales capabilities and expect SG&A expenses to rise accordingly as the year progresses; however, we are highly focused on improving efficiencies and streamlining wherever possible.

The Company generated significant positive cash flow in the first half of 2013. Total cash was $64.2 million compared to $39.9 million at December 31, 2012. Days sales outstanding were 39 days at June 30, 2013 compared to 41 days at June 30, 2012, and inventory turns increased to 30 turns in the second quarter of 2013 compared to 28 turns in the prior year quarter.

“I am pleased with our results this quarter. We increased revenues, gross margin, operating margin, and earnings per share in a challenging environment. We had solid performance in our healthcare vertical that increased by 25%. We continue to transform our business to provide higher value technology solutions that help our customers solve their business challenges,” said Timothy McGrath, President and Chief Executive Officer. “We believe the strategies we have put in place will position us well to gain market share and enhance long-term 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.


About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, has three sales companies: PC Connection Sales Corporation, MoreDirect, Inc., and GovConnection, Inc., headquartered in Merrimack, NH; Boca Raton, FL; and Rockville, MD; respectively. All three 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.

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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 and other costs 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, 2012. More specifically, the statements in this release concerning the Company’s outlook for selling, general, and administrative expenses in 2013, the Company’s anticipated product growth categories, and other statements of a non-historical basis (including statements regarding the Company’s ability to grow revenues, improve gross margins, increase market share, 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, 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 June 30,     2013     2012      
        % 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 $ 557,287 $ 542,569 3 %
Diluted earnings per share $ 0.35 $ 0.33 6 %
 
Gross margin 13.3 % 13.2 %
Operating margin 2.8 % 2.7 %
Return on equity (1) 11.2 % 11.3 %
 
Inventory turns 30 28
Days sales outstanding 39 41
 
 
Product Mix:
Notebook/Tablet $ 104,415 19 % $ 105,342 19 % (1 %)
Software 90,629 16 84,839 16 7 %
Desktop/Server 82,532 15 82,424 15 -
Net/Com Product 56,728 10 52,361 10 8 %
Video, Imaging and Sound 49,950 9 49,764 9 -
Printer and Printer Supplies 36,826 7 37,143 7 (1 %)
Storage 36,085 6 38,659 7 (7 %)
Memory and System Enhancement 16,810 3 14,985 3 12 %
Accessory/Services/Other   83,312   15     77,052   14   8 %
Total Net Sales $ 557,287   100 %   $ 542,569   100 %   3 %
 
 
Stock Performance Indicators:
Actual shares outstanding 26,112 26,352
Total book value per share $ 11.83 $ 10.92
Tangible book value per share $ 9.74 $ 8.80
Closing price $ 15.45 $ 10.62
Market capitalization $ 403,430 $ 279,858
Pro forma trailing price/earnings ratio 12.1 8.9
LTM Adjusted EBITDA (2) $ 64,073 $ 59,498
Adjusted market capitalization/LTM Adjusted EBITDA (3) 5.3 3.6
 
(1) Based on last twelve months' net income.
(2) Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for stock-based compensation and special charges.
(3) Adjusted market capitalization is defined as gross market capitalization less cash balance.
 
 
REVENUE AND MARGIN INFORMATION
For the Three Months Ended June 30,     2013 2012
Net Gross Net Gross
(amounts in thousands) Sales     Margin Sales     Margin
 
SMB $ 242,194 15.8 % $ 229,619 15.5 %
Large Account 196,152 11.2 196,947 11.6
Public Sector   118,941   11.5   116,003   11.3
Total $ 557,287   13.3 % $ 542,569   13.2 %
 

                         
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended June 30,     2013     2012
(amounts in thousands, except per share data)     Amount     % of Net Sales     Amount     % of Net Sales
 
Net sales $ 557,287 100.0 % $ 542,569 100.0 %
Cost of sales   483,371   86.7     470,998     86.8  
Gross profit 73,916 13.3 71,571 13.2
 
Selling, general and administrative expenses   58,533   10.5     56,903     10.5  
Income from operations 15,383 2.8 14,668 2.7
 
Interest/other expense, net (46 ) - (93 ) -
Income tax provision   (6,183 ) (1.2 )   (5,749 )   (1.1 )
Net income $ 9,154   1.6 % $ 8,826     1.6 %
 
Earnings per common share:
Basic $ 0.35   $ 0.33  
Diluted $ 0.35   $ 0.33  
 
Shares used in the computation of earnings per share:
Basic   26,127     26,403  
Diluted   26,379     26,519  
 
 
                         
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30,     2013     2012
(amounts in thousands, except per share data) Amount % of Net Sales Amount % of Net Sales
 
Net sales $ 1,062,710 100.0 % $ 1,041,332 100.0 %
Cost of sales   921,956   86.8     903,150     86.7  
Gross profit 140,754 13.2 138,182 13.3
 
Selling, general and administrative expenses 115,246 10.8 113,353 10.9
Special charges   -   -     1,135     0.1  
Income from operations 25,508 2.4 23,694 2.3
 
Interest/other expense, net (96 ) - (47 ) -
Income tax provision   (10,160 ) (1.0 )   (9,346 )   (0.9 )
Net income $ 15,252   1.4 % $ 14,301     1.4 %
 
Earnings per common share:
Basic $ 0.59   $ 0.54  
Diluted $ 0.58   $ 0.54  
 
Shares used in the computation of earnings per share:
Basic   26,063     26,421  
Diluted   26,329     26,554  
 
 
                         
A RECONCILIATION BETWEEN GAAP AND PRO FORMA NET INCOME
Six Months Ended June 30,                 2013     2012
(provided for comparison of our operating results without special charges, amounts in thousands)
GAAP net income $ 15,252 $ 14,301
Special charges (after tax)   -     681  
Pro forma net income $ 15,252   $ 14,982  
 
Pro forma diluted earnings per common share $ 0.58   $ 0.56  
 

                                     
EBITDA AND ADJUSTED EBITDA
                       
A reconciliation of EBITDA and Adjusted EBITDA is detailed below. EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA means EBITDA adjusted for certain items which are described in the table below. 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 excludes or includes 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 June 30, LTM Ended June 30, (1)
2013 2012 % Change 2013 2012 % Change
Net income $ 9,154 $ 8,826 $ 34,022 $ 31,114
Depreciation and amortization 1,709 1,623 7,050 6,243
Income tax expense 6,183 5,749 22,250 20,049
Interest/other expense, net   46   93   174     196
EBITDA 17,092 16,291 63,496 57,602
Stock-based compensation 153 172 577 1,603
Other special charges   -   -     -     293  
Adjusted EBITDA $ 17,245 $ 16,463   5 % $ 64,073   $ 59,498 8 %
 
(1) LTM: Last twelve months
 
 
                         
June 30, December 31,
CONDENSED CONSOLIDATED BALANCE SHEETS     2013 2012
(amounts in thousands)
 
ASSETS
Current Assets:
Cash and cash equivalents $ 64,219 $ 39,907
Accounts receivable, net 256,133 267,310
Inventories 77,135 69,637
Prepaid expenses and other current assets 4,577 3,934
Deferred income taxes 5,250 5,250
Income taxes receivable   451     434  

Total current assets

407,765 386,472
Property and equipment, net 27,369 26,104
Goodwill 51,276 51,276
Other intangibles, net 3,305 3,757
Other assets   701     714  
Total Assets $ 490,416   $ 468,323  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of capital lease obligation to affiliate $ 462 $ 989
Accounts payable 124,608 126,110
Accrued expenses and other liabilities 30,566 22,562
Accrued payroll   12,463     13,824  
Total current liabilities 168,099 163,485
Deferred income taxes 10,404 10,514
Other liabilities   2,968     3,021  
Total Liabilities   181,471     177,020  
Stockholders’ Equity:
Common stock 280 278
Additional paid-in capital 104,123 101,735
Retained earnings 220,523 205,271
Treasury stock at cost   (15,981 )   (15,981 )
Total Stockholders’ Equity   308,945     291,303  
Total Liabilities and Stockholders’ Equity $ 490,416   $ 468,323  
 

         
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,     2013 2012
(amounts in thousands)
 
Cash Flows from Operating Activities:
Net income $ 15,252 $ 14,301
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,337 3,181
Provision for doubtful accounts 564 690
Deferred income taxes (110 ) 1,889
Stock-based compensation expense 301 1,219
Loss on disposal of fixed assets 5 85
Income tax benefit from stock-based compensation 196 41
Excess tax benefit from exercise of stock options (228 ) (5 )
Fair value adjustment to contingent consideration - (30 )
 
Changes in assets and liabilities:
Accounts receivable 10,613 40,764
Inventories (7,498 ) 2,516
Prepaid expenses and other current assets (660 ) (494 )
Other non-current assets 13 (56 )
Accounts payable (1,400 ) 7,385
Accrued expenses and other liabilities   6,590     541  
Net cash provided by operating activities   26,975     72,027  
 
Cash Flows from Investing Activities:
Purchases of property and equipment (4,257 ) (5,180 )
Proceeds from sale of equipment   -     4  
Net cash used for investing activities   (4,257 )   (5,176 )
 
Cash Flows from Financing Activities:
Repayment of short-term borrowings - (12,471 )
Proceeds from short-term borrowings - 7,204
Exercise of stock options 1,586 166
Issuance of stock under Employee Stock Purchase Plan 307 260
Excess tax benefit from exercise of stock options 228 5
Repayment of capital lease obligation to affiliate (527 ) (472 )
Purchase of treasury shares - (1,466 )
Payment of contingent consideration - (960 )
Payment of payroll taxes on stock-based compensation through shares withheld   -     (308 )
Net cash provided by (used for) financing activities   1,594     (8,042 )
Increase in cash and cash equivalents 24,312 58,809
Cash and cash equivalents, beginning of period   39,907     4,615  
Cash and cash equivalents, end of period $ 64,219   $ 63,424  
 
Non-cash Investing and Financing Activities:
Accrued capital expenditures $ 151 $ 344
Issuance of nonvested stock from treasury - 926
 

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