UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2016 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ___________ to ___________. |
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Commission File Number 000-23827
PC CONNECTION, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
02-0513618 |
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(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
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730 Milford Road |
03054 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code |
(603) 683-2000 |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
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Common Stock, $.01 par value |
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Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act:
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None |
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(Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☐ NO ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ☐ NO ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ☑ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ☑ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ___ Accelerated filer Non-accelerated filer ___ (Do not check if a smaller reporting company) Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES ☐ NO ☑
The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, 2016, based on $23.80 per share, the last reported sale price on the Nasdaq Global Select Market on that date, was $265,826,436.
The number of shares outstanding of each of the registrant’s classes of common stock, as of February 27, 2017:
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Class |
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Number of Shares |
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Common Stock, $.01 par value |
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26,719,185 |
The following documents are incorporated by reference into the Annual Report on Form 10-K: Portions of the registrant’s definitive Proxy Statement for its 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
PC Connection, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”) on March 3, 2017 (the “Original Filing”), solely for the purposes of (i) amending the signature page of the Original Filing, which did not specify that the Company’s Interim Chief Financial Officer was signing the report in his capacity as both the Company’s Principal Financial Officer and Principal Accounting Officer, and (ii) correcting a typographical error on the cover page relating to the documents incorporated by reference. In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, Item 15 of Part IV has been restated in its entirety solely for the purpose of including new certifications by the Company’s Principal Executive Officer and Principal Financial Officer, which are filed as Exhibits 31.3 and 31.4 to this Amendment. Except as described above, we have not modified or updated the disclosures presented in the Original Filing and this Amendment does not reflect events occurring after the date of the Original Filing. This Amendment should be read in conjunction with the Original Filing and the Company’s filings with the SEC subsequent to the date of the Original Filing.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)List of Documents Filed as Part of this Report:
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(1) |
Consolidated Financial Statements |
The consolidated financial statements listed below are included in this document.
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Consolidated Financial Statements |
Page |
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Report of Independent Registered Public Accounting Firm |
F-2 |
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Consolidated Balance Sheets |
F-3 |
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Consolidated Statements of Income |
F-4 |
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Consolidated Statement of Changes in Stockholders’ Equity |
F-5 |
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Consolidated Statements of Cash Flows |
F-6 |
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Notes to Consolidated Financial Statements |
F-7 |
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(2) |
Consolidated Financial Statement Schedule: |
The following Consolidated Financial Statement Schedule, as set forth below, is filed with this report:
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Schedule |
Page |
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Schedule II—Valuation and Qualifying Accounts |
S-1 |
All other schedules have been omitted because they are either not applicable or the relevant information has already been disclosed in the financial statements.
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(3) |
The exhibits listed in the Exhibit Index in Item 15(b) below are filed as part of this Annual Report on Form 10-K. |
(b)Exhibits
The exhibits listed below are filed herewith or are incorporated herein by reference to other filings.
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EXHIBIT INDEX
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Exhibits |
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3.1(5) |
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Amended and Restated Certificate of Incorporation of Registrant, as amended. |
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3.2(10) |
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Amended and Restated Bylaws of Registrant. |
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4.1(1) |
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Form of specimen certificate for shares of Common Stock, $0.01 par value per share, of the Registrant. |
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9.1(1)* |
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Form of 1998 PC Connection Voting Trust Agreement among the Registrant, Patricia Gallup individually and as a trustee, and David Hall individually and as trustee. |
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10.1(1)* |
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Form of Registration Rights Agreement among the Registrant, Patricia Gallup, David Hall, and the 1998 PC Connection Voting Trust. |
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10.2(4)* |
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Amended and Restated 1997 Stock Incentive Plan. |
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10.3(21)* |
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Amended and Restated 2007 Stock Incentive Plan, as amended. |
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10.4(23)* |
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Amended and Restated 1997 Employee Stock Purchase Plan, as amended. |
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10.5(9)* |
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Form of Incentive Stock Option Agreement for 2007 Stock Incentive Plan. |
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10.6(9)* |
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Form of Nonstatutory Stock Option Agreement for 2007 Stock Incentive Plan. |
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10.7(15)* |
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Amended and Restated Form of Restricted Stock Agreement for Amended and Restated 2007 Stock Incentive Plan. |
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10.8(15)* |
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Form of Restricted Stock Unit Agreement for Amended and Restated 2007 Stock Incentive Plan. |
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10.9(17) |
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Form of Stock Equivalent Unit Agreement for 2007 Amended and Restated Stock Incentive Plan. |
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10.10(19)* |
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Executive Bonus Plan, as amended. |
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10.11(1)* |
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Employment Agreement, dated as of January 1, 1998, between the Registrant and Patricia Gallup. |
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10.12(11)* |
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Employment Agreement, dated as of May 12, 2008, between the Registrant and Timothy McGrath. |
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10.13(7) |
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Agreement for Inventory Financing, dated as of October 31, 2002, by and among the Registrant, Merrimack Services Corporation, GovConnection, Inc., MoreDirect, Inc., and IBM Credit Corporation. |
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10.14(7) |
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Guaranty, dated as of November 14, 2002, entered into by Registrant in connection with the Agreement for Inventory Financing, dated as of October 31, 2002, by and among the Registrant, Merrimack Services Corporation, GovConnection, Inc., MoreDirect, Inc., and IBM Credit Corporation. |
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10.15(7) |
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Guaranty, dated as of November 14, 2002, entered into by PC Connection Sales Corporation in connection with the Agreement for Inventory Financing, dated as of October 31, 2002, by and among the Registrant, Merrimack Services Corporation, GovConnection, Inc., MoreDirect, Inc., and IBM Credit Corporation. |
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10.16(7) |
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Acknowledgement, Waiver, and Amendment to Agreement for Inventory Financing, dated as of November 25, 2003, by and among the Registrant, Merrimack Services Corporation, GovConnection, Inc., MoreDirect, Inc., and IBM Credit LLC. |
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10.17(8) |
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Second Amendment, dated May 9, 2004, to the Agreement for Inventory Financing between the Registrant and its subsidiaries Merrimack Services Corporation, GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.18(8) |
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Third Amendment, dated May 27, 2005, to the Agreement for Inventory Financing between the Registrant and its subsidiaries Merrimack Services Corporation, GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.19(18) |
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Fourth Amendment, dated May 11, 2006, to the Agreement for Inventory Financing between the Registrant and its subsidiaries Merrimack Services Corporation, GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.20(18) |
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Fifth Amendment, dated September 19, 2010, to the Agreement for Inventory Financing between the Registrant and its subsidiaries Merrimack Services Corporation, GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.21(18) |
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Sixth Amendment, dated January 10, 2012, to the Agreement for Inventory Financing between the Registrant and its subsidiaries GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.22 |
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Seventh Amendment, dated July 16, 2014, to the Agreement for Inventory Financing between the Registrant and its subsidiaries GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.23 |
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Eighth Amendment, dated July 13, 2015, to the Agreement for Inventory Financing between the Registrant and its subsidiaries GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.24 |
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Ninth Amendment, dated January 4, 2017, to the Agreement for Inventory Financing between the Registrant and its subsidiaries GovConnection, Inc., and MoreDirect, Inc., and IBM Credit LLC. |
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10.25 |
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Agreement for Credit, dated January 1, 2014, by and among the Registrant, and its subsidiaries PC Connection Sales Corporation, GovConnection, Inc., and MoreDirect, Inc., and Castle Pines Capital LLC. |
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10.26(16) |
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Third Amended and Restated Credit and Security Agreement, dated February 24, 2012, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
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10.27 |
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First Amendment, dated December 24, 2013, to the Third Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
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10.28(24) |
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Second Amendment, dated February 10, 2017, to the Third Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
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10.29(1) |
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Amended and Restated Lease between the Registrant and G&H Post, LLC, dated December 29, 1997, for property located at Route 101A, Merrimack, New Hampshire. |
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10.30(2) |
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Amendment No. 1 to Amended and Restated Lease between the Registrant and G&H Post, LLC, dated December 29, 1998, for property located at Route 101A, Merrimack, New Hampshire. |
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10.31(14) |
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Amendment No. 2 to Amended and Restated Lease between the Registrant and G&H Post, LLC, dated December 29, 1998, for property located at Route 101A, Merrimack, New Hampshire. |
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10.32(20) |
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Amendment No. 3, dated May 9, 2014, to Amended and Restated Lease between the Registrant and G&H Post, LLC, dated December 29, 1998, for property located at Route 101A, Merrimack, New Hampshire. |
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10.33(12) |
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Lease between the Merrimack Services Corporation and G&H Post LLC, dated August 11, 2008, for property located at Merrimack, New Hampshire. |
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10.34(22) |
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Lease Agreement between the Registrant and Wilmington Investors, LLC, dated August 27, 2014, for property located at 3188 Progress Way, Building 11, Wilmington, Ohio. |
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10.35(3) |
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Lease between ComTeq Federal, Inc. and Rockville Office/Industrial Associates dated December 14, 1993, for property located at 7503 Standish Place, Rockville, Maryland. |
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10.36(3) |
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First Amendment, dated November 1, 1996, to the Lease Agreement between ComTeq Federal, Inc. and Rockville Office/Industrial Associates, dated December 14, 1993, for property located in Rockville, Maryland. |
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10.37(3) |
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Second Amendment, dated March 31, 1998, to the Lease Agreement between ComTeq Federal, Inc. and Rockville Office/Industrial Associates, dated December 14, 1993, for property located in Rockville, Maryland. |
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10.38(3) |
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Third Amendment, dated August 31, 2000, to the Lease Agreement between ComTeq Federal, Inc. and Rockville Office/Industrial Associates, dated December 14, 1993, property located in Rockville, Maryland. |
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10.39(6) |
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Fourth Amendment, dated November 20, 2002, to the Lease Agreement between GovConnection, Inc. (formerly known as ComTeq Federal, Inc.) and Metro Park I, LLC (formerly known as Rockville Office/Industrial Associates), dated December 14, 1993, for property located in Rockville, Maryland. |
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10.40(8) |
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Fifth Amendment, dated December 12, 2005, to the Lease Agreement between GovConnection, Inc. and Metro Park I, LLC, dated December 14, 1993, for property located in Rockville, Maryland. |
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10.41(13) |
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Sixth Amendment, dated September 18, 2008, to the Lease Agreement between GovConnection, Inc. and Metro Park I, LLC, dated December 14, 1993, for property located in Rockville, Maryland. |
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10.42(17) |
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Seventh Amendment, dated May 21, 2012, to the Lease Agreement between GovConnection, Inc. and Metro Park I, LLC, dated December 14, 1993, for property located in Rockville, Maryland. |
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21.1 |
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Subsidiaries of Registrant. |
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23.1 |
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Consent of Deloitte & Touche LLP. |
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31.1 |
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Certification of the Company’s President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of the Company’s Vice President, and Interim Treasurer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.3+ |
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Certification of the Company’s President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.4+ |
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Certification of the Company’s Vice President, and Interim Treasurer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Certification of the Company’s President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of the Company’s Vice President, and Interim Treasurer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS** |
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XBRL Instance Document. |
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101.SCH** |
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XBRL Taxonomy Extension Schema Document. |
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101.CAL** |
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XBRL Taxonomy Calculation Linkbase Document. |
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101.LAB** |
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XBRL Taxonomy Label Linkbase Document. |
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101.PRE** |
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XBRL Taxonomy Presentation Linkbase Document. |
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101.DEF** |
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XBRL Taxonomy Extension Definition Linkbase Document. |
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(1) |
Incorporated by reference from the exhibits filed with the Company’s registration statement (333-41171) on Form S-1 filed under the Securities Act of 1933. |
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(2) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0-23827, filed on March 31, 1999. |
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(3) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0-23827, filed on March 30, 2001. |
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(4) |
Incorporated by reference from exhibits filed with the Company’s proxy statement pursuant to Section 14(a), File Number 0-23827, filed on April 17, 2001. |
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(5) |
Incorporated by reference from the exhibits filed with the Company’s registration statement (333-63272) on Form S-4 filed under the Securities Act of 1933. |
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(6) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0-23827, filed on March 31, 2003. |
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(7) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0-23827, filed on March 30, 2004. |
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(8) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0‑23827, filed on March 30, 2006. |
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(9) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on August 10, 2007. |
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(10) |
Incorporated by reference from exhibits filed with the Company’s current report on Form 8-K, filed on January 9, 2008. |
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(11) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on May 12, 2008. |
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(12) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on August 11, 2008. |
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(13) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on November 10, 2008. |
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(14) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0‑23827, filed on March 16, 2009. |
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(15) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on November 10, 2010. |
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(16) |
Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 0‑23827, filed on February 28, 2012. |
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(17) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on August 8, 2012. |
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(18) |
Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 0-23827, filed on March 4, 2013. |
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(19) |
Incorporated by reference from exhibits filed with the Company’s current report on Form 8-K, filed on May 29, 2013. |
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(20) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on May 9, 2014. |
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(21) |
Incorporated by reference from exhibits filed with the Company's current report on Form 8-K, filed on May 27, 2014. |
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(22) |
Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, filed on October 31, 2014. |
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(23) |
Incorporated by reference from exhibits filed with the Company’s current report on Form 8-K, filed on May 21, 2015. |
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(24) |
Incorporated by reference from exhibits filed with the Company’s current report on Form 8-K, filed on February 16, 2017. |
* Management contract or compensatory plan or arrangement.
** Submitted electronically herewith.
+ Filed herewith.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015, and 2014, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016, 2015, and 2014, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014, and (v) Notes to Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PC CONNECTION, INC. |
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Date: May 22, 2017 |
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By: |
/s/ TIMOTHY MCGRATH |
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Timothy McGrath |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Date |
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/s/ TIMOTHY MCGRATH |
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Timothy McGrath |
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President and Chief Executive Officer (Principal Executive Officer) |
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May 22, 2017 |
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/s/ WILLIAM SCHULZE |
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William Schulze |
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Vice President, Interim Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) |
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May 22, 2017 |
7
Exhibit 31.3
CERTIFICATIONS
I, Timothy McGrath, certify that:
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1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of PC Connection, Inc.; and |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Date: May 22, 2017 |
/S/ TIMOTHY MCGRATH |
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Timothy McGrath |
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President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATIONS
I, William Schulze, certify that:
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1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of PC Connection, Inc.; and |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Date: May 22, 2017 |
/S/ WILLIAM SCHULZE |
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William Schulze |
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Vice President, Interim Treasurer and Chief Financial Officer |
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(Principal Financial and Accounting Officer) |