pccc_Current_Folio_10K

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K


(Mark One)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________.

 

Commission File Number 000-23827

 

PC CONNECTION, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

02-0513618

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

730 Milford Road

Merrimack, New Hampshire

03054

(Zip Code)

(Address of principal executive offices)

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code    

(603) 683-2000

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

 

Name of each exchange on which registered

 

 

Common Stock, $.01 par value

 

Nasdaq Global Select Market

 

 

Securities registered pursuant to Section 12(g) of the Act:

 

 

 

 

 

None

 

 

(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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ___     Accelerated filer      Non-accelerated filer ___     Smaller reporting company  ___     Emerging growth 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 29, 2018, based on $33.20 per share, the last reported sale price on the Nasdaq Global Select Market on that date, was $380,230,570.

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of February 4, 2019:

 

Class

    

Number of Shares

Common Stock, $.01 par value

 

26,395,683

 

 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 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

 

 

 

 


 

Table of Contents

TABLE OF CONTENTS

 

 

 

 

PART I 

 

 

Page

ITEM 1. 

Business

1

ITEM 1A. 

Risk Factors

10

ITEM 1B. 

Unresolved Staff Comments

16

ITEM 2. 

Properties

16

ITEM 3. 

Legal Proceedings

17

ITEM 4. 

Mine Safety Disclosures

17

PART II 

 

 

 

ITEM 5. 

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

18

ITEM 6. 

Selected Financial Data

20

ITEM 7. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

ITEM 7A. 

Quantitative and Qualitative Disclosure About Market Risk

37

ITEM 8. 

Consolidated Financial Statements and Supplementary Data

37

ITEM 9. 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

38

ITEM 9A. 

Controls and Procedures

38

ITEM 9B. 

Other Information

40

PART III 

 

 

 

ITEM 10. 

Directors, Executive Officers and Corporate Governance 

41

ITEM 11. 

Executive Compensation

41

ITEM 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

41

ITEM 13. 

Certain Relationships and Related Transactions and Director Independence

41

ITEM 14. 

Principal Accounting Fees and Services

41

PART IV 

 

 

 

ITEM 15. 

Exhibits and Financial Statement Schedules

42

SIGNATURES 

47

 

 

 

 

 


 

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FORWARD-LOOKING STATEMENTS

 

Statements contained or incorporated by reference in this Annual Report on Form 10‑K that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements regarding future events and our future results are based on current expectations, estimates, forecasts, and projections and the beliefs and assumptions of management including, without limitation, our expectations with regard to the industry’s rapid technological change and exposure to inventory obsolescence, availability and allocations of goods, reliance on vendor support and relationships, competitive risks, pricing risks, and the overall level of economic activity and the level of business investment in information technology products. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “could,” “expect,” “believe,” “estimate,” “anticipate,” “continue,” “seek,” “plan,” “intend,” or similar terms, variations of such terms, or the negative of those terms.

 

We cannot assure investors that our assumptions and expectations will prove to have been correct. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We therefore caution you against undue reliance on any of these forward-looking statements. Important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements include those discussed in Item 1A., “Risk Factors” of this Annual Report on Form 10-K. Any forward-looking statement made by us in this Annual Report on Form 10-K speaks only as of the date on which this Annual Report on Form 10-K was first filed. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law.

 

 

 

 


 

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PART I

 

Item 1. Business

 

GENERAL

 

We are a national solutions provider of a wide range of information technology, or IT, solutions. We help our customers design, enable, manage, and service their IT environments. We provide IT products, including computer systems, data center solutions, software and peripheral equipment, networking communications, and other products and accessories that we purchase from manufacturers, distributors, and other suppliers. We also offer services involving design, configuration, and implementation of IT solutions. These services are performed by our personnel and by third-party providers. We have three operating segments, which serve primarily: (a) small- to medium-sized businesses, or SMBs, in our Business Solutions segment, through our PC Connection Sales subsidiary, (b) large enterprise customers, in our Enterprise Solutions segment, through our MoreDirect subsidiary, and (c) federal, state, and local government and educational institutions, in our Public Sector Solutions segment, through our GovConnection subsidiary. Financial results for each of our segments are included in the financial statements attached hereto. We generate sales through (i) outbound telemarketing and field sales contacts by sales representatives focused on the business, educational, healthcare, and government markets, (ii) our websites, and (iii) direct responses from customers responding to our advertising media. We offer a broad selection of over 425,000 products at competitive prices, including products from vendors like Apple, Cisco Systems, Dell, EMC, Hewlett-Packard, Lenovo, Microsoft, and VMWare, and we partner with more than 1,600 suppliers. We typically leverage our state-of-the art logistic capabilities to ship product to customers the same day the order is received.

 

Since our founding in 1982, we have consistently served our customers’ needs by providing innovative, reliable, and timely service and technical support, and by offering an extensive assortment of branded products through knowledgeable, well-trained sales and support teams. Our strategy’s effectiveness is reflected in the recognition we have received, including being named to the Fortune 1000 and the CRN Solution Provider 500 for eighteen straight years. Over the past few years, we have received numerous awards, including the Microsoft Excellence in Operations—Double Gold Level Award for delivering market-leading operational excellence, as well as being recently named to the CRN Tech Elite 250 for the third year. We believe that our ability to understand our customers’ needs and provide comprehensive and effective IT solutions has resulted in strong brand name recognition and a broad and loyal customer base. We also believe that through our strong vendor relationships we can provide an efficient supply chain and be an effective IT solution provider for our multiple customer segments.

 

We strive to identify the unique needs of our corporate, government, healthcare, educational, and small business customers, and have designed our business processes to enable our customers to effectively manage their IT systems. We provide value by offering our customers efficient design, integration, deployment, and support of their IT environments. As of December 31, 2018, we employed 823 sales representatives, whose average tenure exceeded six years. Sales representatives are responsible for managing enterprise, commercial, and public sector accounts, as specialization and a deep understanding of unique customer environments are more important than ever. These sales representatives focus on current and prospective customers and are supported by an increasing number of engineering, technical, and administrative staff. We believe that increasing our salesforce productivity is important to our future success, and we have increased our headcount and investments in this area accordingly.

 

In September 2016, we launched “Connection®,” uniting all of our subsidiaries into one cohesive brand, reflecting the promise of our trademark blue arc and our mission to connect people with technology that enhances growth, elevates productivity, and empowers innovation. MoreDirect, our enterprise team, became Connection® Enterprise Solutions; PC Connection Sales Corp, our SMB-focused team, became Connection® Business Solutions; and GovConnection, our public sector team, became Connection® Public Sector Solutions.

 

We market our products and services through our websites: www.connection.com, www.connection.com/enterprise,  www.connection.com/publicsector, and www.macconnection.com. Our websites provide extensive product information, customized pricing, rich content, and a digital platform for online orders.

 

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 Additional financial information regarding our business segments and geographic data about our customers and assets is contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II, and in Note 14 to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

 

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and accordingly, we file reports, proxy and information statements, and other information with the Securities and Exchange Commission, or the SEC. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (http://www.sec.gov) that contains such reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We maintain a corporate website with the address www.connection.com. We are not including the information contained in our website as part of, or incorporating by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practical after we electronically file these materials with, or otherwise furnish them to, the SEC.

 

MARKET AND COMPETITION

 

In the fiscal year ended December 31, 2018, we generated approximately 38% of our sales from small- to medium-sized customer accounts,  43% from medium-to-large corporate accounts (Fortune 1000), and 19% from government and educational institutions. The overall IT market that we serve is estimated to be approximately $200 billion.

 

The largest segment of this market is served by local and regional “value added resellers”, or VARs, many of whom we believe are transitioning from the hardware and software products business to higher-margin IT services. We have transitioned from an end-user or desktop-centric computing supplier to a network or enterprise-wide IT solutions supplier. We have also partnered with third-party technology and telecommunications service providers. We now offer our customers access to the same services and technical expertise as local and regional VARs, but with a more extensive product selection at generally lower prices.

 

Intense competition for customers has led manufacturers of our IT products to use all available channels, including solutions providers, to distribute their products. Certain of these manufacturers who have traditionally used resellers to distribute their products have, from time to time, established their own direct marketing operations, including sales through the Internet. Nonetheless, we believe that these manufacturers will continue to provide us and other third-party solutions providers favorable product allocations and marketing support.

 

We believe new entrants to the IT Solutions channel must overcome a number of obstacles, including:

 

·

the substantial time and resources required to build a customer base of meaningful size and profitability for cost-effective operation;

 

·

the high costs of developing the information systems and operating infrastructure required to successfully compete as a national solutions provider;

 

·

the advantages enjoyed by larger and more established competitors in terms of purchasing and operating efficiencies;

 

·

the difficulty of building relationships with vendors to achieve favorable product allocations and attractive pricing terms; and

 

·

the difficulty of identifying and recruiting management personnel with significant direct marketing experience in the industry.

 

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BUSINESS STRATEGIES

 

We believe we become our customers’ IT provider of choice by providing innovative IT solutions which meet their needs of increased productivity, mobility, virtualization, and security in a continually evolving IT environment. We provide enhanced value by assisting them in cost-effectively maximizing business opportunities provided by new technologies and advanced service solutions. The key elements of our business strategies include:

 

·

Providing consistent customer service before, during, and after the sale. We believe that we have earned a reputation for providing superior customer service by consistently focusing on our customers’ needs. We have dedicated our resources to developing strong, long-term relationships with our customers by accurately assessing their IT needs, and providing scalable, high-quality solutions and services through our knowledgeable, well-trained personnel. Through operational excellence, we have efficient delivery programs that provide a quality buying experience for our customers with reasonable return policies.

 

·

Offering a broad product selection at competitive prices. We offer a broad range of IT products and solutions, including personal computers and related peripheral products, servers, storage, managed services, and networking infrastructure, at costs that allow our customers to be more productive while maximizing their IT budgets.  Our advanced solution offerings include network, server, storage, and mission-critical onsite installation and support using proprietary cloud-based service management software. We offer products and enhanced service capabilities with aggressive price and performance standards, all with the convenience of one-stop shopping for technology solutions.

 

·

Simplifying technology product procurement for corporate customers. We offer Internet-based procurement options to eliminate complexity and enhance customer value, as well as lower the cost of procurement for our customers. We specialize in Internet-based solutions and provide electronic integration between our customers and suppliers.

 

·

Offering targeted IT solutions. Our customers seek solutions to increasingly complex IT infrastructure demands. To better address their business needs, we have focused our solution service capabilities on seven practice areas—Converged Data Center, Networking, Mobility, Security, Cloud Solutions, Lifecycle, and Software. These IT practice groups are responsible for understanding the infrastructure needs of our customers, and for designing cost-effective technology solutions to address them. We have also partnered with third-party providers to make available a range of IT support services, including asset assessment, implementation, maintenance, and disposal services. We believe we can leverage these seven practice groups to transform our company into a recognized IT solution provider, which will enable us to capture a greater share of the IT expenditures of our customers.

 

·

Maintaining a strong brand name and customer awareness. Since our founding in 1982, we have built a strong brand name and customer awareness. We have been named to the Fortune 1000 and the CRN Solution Provider 500 for each of the last eighteen years. We actively work with our existing customers to become their IT provider of choice for products and enhanced solution services, while seeking to ensure our reputation of high-quality customer service, tailored marketing programs, and competitive pricing lead the way to expanding our share of the overall IT market.

 

·

Maintaining long-standing vendor relationships. We have a history of strong relationships with vendors, and were among the first national solutions providers qualified by manufacturers to market computer systems to end users. By working closely with our vendors to provide an efficient channel for the advertising and distribution of their products and solutions, we expect to expand market share and generate opportunities for optimizing partner incentive programs.

 

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GROWTH STRATEGIES

 

Our growth strategies are designed to increase revenues by maximizing operational efficiencies while offering innovative products and value added service offerings, increasing penetration of our existing customers, and expanding our customer base. Our six key elements of growth are:

 

·

Expanding hardware and software offerings. We offer our customers an extensive range of IT hardware and software products, and in response to customer demand, we continually evaluate and add new products as they become available. We work closely with vendors to identify and source first-to-market product offerings at aggressive prices.

 

·

Expanding IT solution services offerings. We strive to accelerate solution and service growth by providing creative solutions to the increasingly complex hardware and software needs of our customers. Our Converged Data Center, Networking, Mobility, Security, Cloud Solutions, Lifecycle, and Software services practice groups consist of industry-certified and product-certified engineers, as well as highly specialized third-party providers. Our investment in these seven practice areas is expected to increase our share of our customers’ annual IT expenditures by broadening the range of products and services they purchase from us.

 

·

Targeting customer segments.  Through increased targeted marketing, we seek to expand the number of our active customers and generate additional sales to existing customers by providing more value-added services and solutions. We have developed specialty catalogs featuring product offerings designed to address the needs of specific customer populations, including new product inserts targeted to purchasers of graphics, server, and networking products. We also utilize Internet marketing campaigns that focus on select markets, such as healthcare.

 

·

Increasing productivity of our sales representatives. We believe that higher sales productivity is the key to leveraging our expense structure and driving future profitability improvements. We invest significant resources in training new sales representatives and providing ongoing training to experienced personnel. Our training and evaluation programs are focused towards assisting our sales personnel in understanding and anticipating clients’ IT needs, with the goal of fostering loyal customer relationships. We also provide our sales representatives with technical support on more complex sales opportunities through our expanding group of technical solution specialists.

 

·

Migrating to cloud-based solutions for our customers. Cloud computing is a key driver of new IT spending as our customers seek scalable, cost-effective solutions. We plan to expand our cloud-based solution sales and assist our customers in navigating the complex and growing field of cloud-solution offerings.

 

·

Pursuing strategic acquisitions and alliances. We seek acquisitions and alliances that add new customers, strengthen our product and solution offerings, add management talent, and produce operating results which are accretive to our core business earnings.

 

SERVICE AND SUPPORT

 

Since our founding in 1982, our primary objective has been to provide products and services that meet the demands and needs of customers and to supplement those products with up-to-date product information and excellent customer service and support. We believe that offering our customers superior value, through a combination of product knowledge, consistent and reliable service and support, and leading products at competitive prices, differentiates us from other national solutions providers and provides the foundation for developing a broad and loyal customer base.

 

We invest in training programs for our service and support personnel, with an emphasis on putting customer needs and service first. Product support technicians assist customers with questions concerning compatibility, installation, and more difficult questions relating to product use. The product support technicians authorize customers to return defective or incompatible products to either the manufacturer or to us for warranty service. In-house technicians perform both warranty and non-warranty repair on most major systems and hardware products.

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Using our customized information system, we transmit our customer orders either to our distribution center or to our drop‑ship suppliers, depending on product availability, for processing immediately after a customer receives credit approval. At our distribution center, we also perform custom configuration services, which typically includes custom imaging, the installation and integration of additional components, and other technology enhancements. Our customers may select the method of delivery that best meets their needs and is most cost effective, ranging from expedited overnight delivery for urgently needed items to ground freight.

 

 Our inventory stocking strategy is based on economics and the general availability of the product. We will stock product where there is an economic advantage to do so, or the product is in constrained supply. We also will stock product to support customer rollouts, including product that is running through our configuration and integration services prior to shipment.

 

MARKETING AND SALES

 

We sell our products through our direct marketing channels to (i) SMBs including small office/home office customers, (ii) government and educational institutions, and (iii) medium-to-large corporate accounts. We strive to be the primary supplier of IT products and solutions to our existing and prospective customers by providing exemplary customer service. We use multiple marketing approaches to reach existing and prospective customers, including:

 

·

outbound telemarketing and field sales;

 

·

digital, web, and print media advertising; and

 

·

targeted marketing programs to specific customer populations.

 

All of our marketing approaches emphasize our broad product and service offerings, fast delivery, customer support, competitive pricing, and our wide range of service solutions.

 

Sales Channels. We believe that our ability to establish and maintain long-term customer relationships and to encourage repeat purchases is largely dependent on the strength of our sales personnel and programs. Because our customers’ primary contact with us is through our sales representatives, we are committed to maintaining a qualified, knowledgeable, and motivated sales staff with its principal focus on customer service.

 

Outbound Telemarketing and Field Sales. We seek to build loyal relationships with potential high-volume customers by assigning them to individual account managers. We believe that customers respond favorably to one-on-one relationships with personalized, well-trained account managers. Once established, these one-on-one relationships are maintained and enhanced through frequent telecommunications and targeted electronic communications, as well as other marketing materials designed to meet each customer’s specific IT needs. We pay most of our account managers a base annual salary plus incentive compensation. Incentive compensation is tied generally to gross profit dollars produced by the individual account manager. Account managers historically have significantly increased productivity after approximately twelve months of training and experience.

 

E-commerce Sales. (www.connection.com, www.connection.com/enterprise, www.connection.com/publicsector, and www.macconnection.com)  We provide product descriptions and prices for generally all products online. Our Connection website also provides updated information for more than 425,000 items. We offer, and continuously update, selected product offerings and other special buys. We believe our websites are important sales sources and communication tools for improving customer service.

 

Our MoreDirect subsidiary’s business process and operations are primarily Web-based. Most of its corporate customers utilize a customized Web page to quickly search, source, and track IT products. MoreDirect’s website (www.connection.com/enterprise) aggregates the current available inventories of its largest IT suppliers into a single online source for its corporate customers. Its custom designed Internet-based system, TRAXX®, provides corporate buyers with comparative pricing from several suppliers as well as special pricing arranged through the manufacturer.

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The Internet supports three key business initiatives for us:

 

·

Customer choice — We have built our business on the premise that our customers should be able to choose how they interact with us--be it by telephone, or by means of their desktop or mobile device via email or the Internet.

 

·

Lowering transactions costs — Our website tools include robust product search features and Internet Business Accounts (customized Web pages), which allow customers to quickly and easily find information about products of interest to them. If customers still have questions, they may call our account managers. Such phone calls are typically shorter and have higher close rates than calls from customers who have not first visited our websites.

 

·

Leveraging the time of experienced sales representatives — Our investments in technology-based sales and service programs allow our sales representatives more time to build and maintain relationships with our customers and help them to solve their business problems.

 

Business Segments. We conduct our business operations through three business segments: Business Solutions, Enterprise Solutions, and Public Sector Solutions.

 

Business Solutions Segment. Our principal target markets in this segment are small-to-medium-sized business customers. We use a combination of outbound telemarketing, including some on-site sales solicitation by business development managers, and Internet sales through customized Internet Business Accounts, to reach these customers.    

 

Enterprise Solutions Segment.  Through our custom designed Web-based system, we are able to offer our larger corporate customers an efficient and effective method of sourcing, evaluating, purchasing, and tracking a wide variety of IT products and services. Our strategy is to be the primary single source procurement portal for our large corporate customers.

 

Public Sector Solutions Segment. We use a combination of outbound telemarketing, including some on-site sales solicitation by business development managers, and Internet sales through customized Internet Business Accounts, to reach these customers. We target each of the four distinct market sectors within this segment—federal government, higher educational institutions, school grades K-12, and state and local governments.

 

The following table sets forth the relative distribution of net sales by business segment:

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

    

2018

    

2017

    

2016

 

Sales Segment

 

 

 

 

 

 

 

Enterprise Solutions

 

43

%  

39

%

38

%

Business Solutions

 

38

 

40

 

40

 

Public Sector Solutions

 

19

 

21

 

22

 

Total

 

100

%  

100

%

100

%

 

Our brand, and each of Connection’s business segments, is supported by targeted marketing campaigns across a variety of media:

 

Digital. We utilize a series of digital programs, in conjunction with advanced data analytics, to identify prospective customers and generate new leads within our existing customer base. These programs include website, email, blog, social media, electronic catalogs, webinars, and video/multimedia promotions.

 

Print. Connection produces a variety of print media, including direct mail pieces and Connected, a quarterly publication that provides informative articles on the latest technologies and industry trends. We distribute specialty catalogs to education, healthcare, and government customers and prospective customers on a periodic basis. The

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Company’s MacConnection®  brand publishes an eponymous catalog for the Apple market. These publications showcase the depth of our in-house expertise in the marketplace and extend Connection’s brand to a wide audience of IT decision makers.

 

Specialty Marketing. In addition to our digital and print marketing efforts, Connection maintains a strong presence at industry tradeshows and conventions across the country, including a number of healthcare and education IT conferences. Connection also hosts a series of Technology Summits each year, with a focus on building stronger relationships with our customers and reinforcing our reputation as a trusted source of expertise.

 

Customers. We maintain an extensive database of customers and prospects. However, no single customer accounted for more than 3% of our consolidated revenue in 2018. While no single agency of the federal government comprised more than 3% of total sales, aggregate sales to the federal government were 5.4% 7.8%, and 7.5% in 2018, 2017, and 2016, respectively. The loss of any single customer would not have a material adverse effect on any of our business segments. In addition, we do not have individual orders in our backlog that are material to our business, as we typically ship products within hours of receipt of orders.

 

PRODUCTS AND MERCHANDISING

 

We continuously focus on expanding the breadth of our product and service offerings. We currently offer our customers over 425,000 information technology products designed for business applications from more than 1,600 vendors, including hardware and peripherals, accessories, networking products, and software. We select the products we sell based upon their technology and effectiveness, market demand, product features, quality, price, margins, and warranties. The following table sets forth our percentage of net sales (in dollars) for major product categories:

 

 

 

 

 

 

 

 

 

 

 

PERCENTAGE OF

 

 

 

NET SALES

 

 

 

Years Ended December 31, 

 

 

    

2018 (1)

    

2017 (2)

    

2016 (2)

 

Notebooks/Mobility

 

26

%  

22

%  

23

%

Accessories

 

13

 

10

 

11

 

Software

 

12

 

23

 

20

 

Desktops

 

11

 

11

 

10

 

Servers/Storage

 

11

 

 9

 

10

 

Displays and sound

 

 9

 

 8

 

 8

 

Net/Com Product

 

 8

 

 7

 

 8

 

Other Hardware/Services

 

10

 

10

 

10

 

Total

 

100

%  

100

%  

100

%

(1)

The Company adopted ASC 606 in 2018 using the modified retrospective approach, which primarily resulted in certain software sales being reported on a net basis where they would have otherwise been reported on a gross basis under the previous revenue recognition guidance. As a result, certain revenue figures reported in the current year may not be comparable with prior-year disclosures.

(2)

Product categories were separated into additional categories in 2018. Certain prior-year balances have been reclassified to conform to 2018 presentation.

 

We offer a 30-day right of return generally limited to defective merchandise. Returns of non-defective products are subject to restocking fees. Substantially all of the products marketed by us are warranted by the manufacturer. We generally accept returns directly from the customer and then either credit the customer’s account or ship the customer a replacement or similar product from our inventory.

 

PURCHASING AND VENDOR RELATIONS

 

Product purchases from Ingram Micro, Inc., or Ingram, our largest supplier, accounted for approximately 22% of our total product purchases in both 2018 and 2017 and 21% in 2016. Purchases from Synnex Corporation, or Synnex, comprised 12%, 12%, and 13% of our total product purchases in 2018, 2017, and 2016, respectively. Purchases from Tech Data comprised of 10%, 11% and 8% in 2018, 2017, and 2016, respectively. Purchases from Hewlett-Packard

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Company, or HP, accounted for approximately 7% of our total product purchases in 2018, 11% in 2017, and 9% in 2016. No other vendor supplied more than 10% of our total product purchases in 2018, 2017, or 2016. We believe that, while we may experience some short-term disruption if products from Ingram, Synnex, HP and/or Tech Data become unavailable to us, alternative sources for products obtained directly from Ingram, Synnex, HP and Tech Data are available.

 

Products manufactured by HP represented approximately 18% of our net sales in 2018 and approximately 20% in both 2017 and 2016. We believe that in the event we experience either a short-term or permanent disruption of supply of HP products, such disruption would likely have a material adverse effect on our results of operations and cash flows.

 

Many product suppliers reimburse us for advertisements or other cooperative marketing programs in our catalogs and other marketing vehicles. Reimbursements may be in the form of discounts, advertising allowances, and/or rebates. We also receive allowances from certain vendors based upon the volume of our purchases or sales of the vendors’ products by us. Some of our vendors offer limited price protection in the form of rebates or credits against future purchases. We may also participate in end-of-life product and other special purchases which may not be eligible for price protection.

 

We believe that we have excellent relationships with our vendors. We generally pay vendors within stated terms, or earlier when favorable cash discounts are offered. We believe our high volume of purchases enables us to obtain product pricing and terms that are competitive with those available to other national IT solutions providers. Although brand names and individual product offerings are important to our business, we believe that competitive products are available in substantially all of the merchandise categories offered by us.

 

DISTRIBUTION

 

We fulfill orders from customers both from products we hold in inventory and through drop shipping arrangements with manufacturers and distributors. At our 283,000 square foot technology integration and distribution complex in Wilmington, Ohio, we receive and ship inventory, configure and integrate technology solutions, provide depot maintenance and services, and process returned products.

 

We also place product orders directly with manufacturers and/or distribution companies for drop shipment directly to our customers. Order status with distributors is tracked online, and in all circumstances, a confirmation of shipment from manufacturers and/or distribution companies is received prior to initial recording of the transaction. At the end of each financial reporting period, revenue is adjusted to reflect the anticipated receipt of products by the customers in the period. Products drop shipped by suppliers were 80%, 77%, and 75%, of net sales in 2018, 2017, and 2016, respectively. In future years, we expect that products drop shipped from suppliers may increase, both in dollars and as a percentage of net sales, as we seek to lower our overall inventory and distribution costs while maintaining excellent customer service.

 

Certain of our larger customers occasionally request special staged delivery arrangements under which either we or our distribution partners set aside and temporarily hold inventory on our customer’s behalf. Such orders are firm delivery orders, and customers generally pay under normal credit terms, regardless of delivery. Revenue on such transactions is not recorded until shipment to their final destination as requested by the customer. Inventory held for such staged delivery requests aggregated $46.1 million and $32.0 million at December 31, 2018 and 2017, respectively.

 

 

MANAGEMENT INFORMATION SYSTEMS

 

Our subsidiaries utilize management information systems which have been significantly customized for our use. These systems permit centralized management of key functions, including order taking and processing, inventory and accounts receivable management, purchasing, sales, and distribution, and the preparation of daily operating control reports on key aspects of the business. We also operate advanced telecommunications equipment to support our sales and customer service operations. Key elements of the telecommunications systems are integrated with our computer systems to provide timely customer information to sales and service representatives, and to facilitate the preparation of operating and performance data.

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Our success is dependent in large part on the accuracy and proper use of our information systems, including our telephone systems, to manage our inventory and accounts receivable collections, to purchase, sell, and ship our products efficiently and on a timely basis, and to maintain cost-efficient operations. We expect to continue upgrading our information systems in the future to more effectively manage our operations and customer database.

 

Our investments in IT systems and infrastructure are designed to enable us to operate more efficiently and to provide our customers enhanced functionality. In October 2017, we began a multi-year initiative to upgrade our IT infrastructure, and have incurred $16.3 million of capital expenditures through December 31, 2018. We expect additional related capital expenditures to range from $6.0 to $7.0 million over the next six to nine months, when we expect to have completed the initiative. For further discussion see “Liquidity and Capital Resources” of Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

 

COMPETITION

 

The direct marketing and sale of IT-related products is highly competitive. We compete with other national solutions providers of IT products, including CDW Corporation and Insight Enterprises, Inc., who are the current leaders in the space. We also compete with:

 

·

certain product manufacturers that sell directly to customers as well as some of our own suppliers, such as Apple, Dell, HP, and Lenovo;

 

·

software publishers, such as Microsoft, VMware, Adobe, and Symantec;

 

·

distributors that sell directly to certain customers;

 

·

local and regional VARs;

 

·

various franchisers, office supply superstores, and national computer retailers; and

 

·

e-tailers, such as Amazon Web Services, with more extensive commercial online networks.

 

Additional competition may arise if other new methods of distribution emerge in the future. We compete not only for customers, but also for favorable product allocations and cooperative advertising support from product manufacturers. Several of our competitors are larger than we are and have substantially greater financial resources. These and other factors related to our competitive position are discussed more fully in the “Overview” of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

 

We believe that price, product selection and availability, solutions capabilities, and service and support are the most important competitive factors in our industry.

 

INTELLECTUAL PROPERTY RIGHTS

 

Our trademarks include, among others, Connection®, PC Connection®, GovConnection®, MacConnection®, we solve IT®, Everything Overnight®, The Connection™, HealthConnectionTM, Mobile Connection®, Cloud Connection®, ServiceConnectionTM, ProConnection™, Education Connection®, MoreDirect A PC Connection Company®, TRAXX®, WebSPOC®, Softmart®, GlobalServeTM, Raccoon CharacterTM, and their related logos and all iterations thereof. We intend to use and protect these and our other marks, as we deem necessary. We believe our trademarks have significant value and are an important factor in the marketing of our products. We do not maintain a traditional research and development group, but we work closely with computer product manufacturers and other technology developers to stay abreast of the latest developments in computer technology, with respect to the products we both sell and use.

 

 

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WORK FORCE

 

As of December 31, 2018, we employed 2,513 persons (full-time equivalent), of whom 1,153 (including 330 management and support personnel) were engaged in sales-related activities, 556 were engaged in providing IT services and customer service and support, 526 were engaged in purchasing, marketing, and distribution-related activities, 82 were engaged in the operation and development of management information systems, and 196 were engaged in administrative and finance functions. We consider our employee relations to be good. Our employees are not represented by a labor union, and we have never experienced a labor related work stoppage.

 

Item 1A. Risk Factors

 

We cannot assure investors that our assumptions and expectations will prove to have been correct. Important factors could cause our actual results to differ materially from those indicated or implied by forward-looking statements. Such factors that could cause or contribute to such differences include those factors discussed below. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. If any of the following risks actually occur, our business, financial condition, or results of operations would likely suffer.

 

Instability in economic conditions in the financial markets may adversely affect our business and reduce our operating results.

 

Our business has been affected by changes in economic conditions that are outside of our control, including reductions in business investment, loss of consumer confidence, and fiscal uncertainty at both federal and state government levels. Reductions in federal government spending may result in significant reductions in program funding.  Uncertainty also exists regarding expected economic conditions both globally and in the United States, and future delays or reductions in IT spending could have a material adverse effect on demand for our products and consequently on our financial results.

 

Despite the recent increase in general economic optimism, there is always a risk that heightened economic expectations may not be realized. Economic instability may arise, and it is difficult to predict to what extent our business may be adversely affected. However, if IT spending should again decline, we are likely to experience an adverse impact, which may be material on our business and our results of operations.

 

We have experienced variability in sales and may not be able to maintain profitable operations.

 

Several factors have caused our results of operations to fluctuate and we expect some of these fluctuations to continue. Causes of these fluctuations include:

 

·

shifts in customer demand that affect our distribution models, including demand for total solutions;

 

·

loss of customers to competitors;

 

·

industry shipments of new products or upgrades;

 

·

changes in overall demand and timing of product shipments related to economic markets and to government spending;

 

·

changes in vendor distribution of products;

 

·

changes in our product offerings and in merchandise returns;

 

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·

changes in distribution models as a result of cloud and software-as-a-service, or SaaS;

 

·

adverse weather conditions that affect response, distribution, or shipping; and

 

·

supply constraints.

 

Our results also may vary based on our ability to manage personnel levels in response to fluctuations in revenue. We base personnel levels and other operating expenditures on sales forecasts. If our revenues do not meet anticipated levels in the future, we may not be able to reduce our staffing levels and operating expenses in a timely manner to avoid significant losses from operations.

 

Substantial competition could reduce our market share and may negatively affect our business.

 

The direct marketing industry and the computer products retail business, in particular, are highly competitive. We compete with other national solutions providers of hardware and software and computer related products, including CDW Corporation and Insight Enterprises, Inc., who are the current leaders in the space. Certain hardware and software vendors, such as Apple, Dell, Lenovo, and HP, who provide products to us, also sell their products directly to end users through their own catalogs, stores, and via the Internet. We also compete with computer retail stores and websites, who are increasingly selling to business customers and may become a significant competitor. We compete not only for customers, but also for advertising support from IT product manufacturers. Some of our competitors have larger customer bases and greater financial, marketing, and other resources than we do. In addition, some of our competitors offer a wider range of products and services than we do and may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements. Many current and potential competitors also have greater name recognition, engage in more extensive promotional activities, and adopt pricing policies that are more aggressive than ours. We expect competition to increase as retailers and solution providers who have not traditionally sold computers and related products enter the industry.

 

In addition, product resellers and national solutions providers are combining operations or acquiring or merging with other resellers and national solutions providers to increase efficiency. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their products and services. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share. We may not be able to continue to compete effectively against our current or future competitors. If we encounter new competition or fail to compete effectively against our competitors, our business may be harmed.

 

We face and will continue to face significant price competition.

 

Generally, pricing is very aggressive in our industry, and we expect pricing pressures to escalate should economic conditions deteriorate. An increase in price competition could result in a reduction of our profit margins. We may not be able to offset the effects of price reductions with an increase in the number of customers, higher sales, cost reductions, or otherwise. Such pricing pressures could result in an erosion of our market share, reduced sales, and reduced operating margins, any of which could have a material adverse effect on our business.

 

Virtualization of IT resources and applications, including networks, servers, applications, and data storage may disrupt or alter our traditional distribution models.

 

Our customers can access, through a cloud-based platform, business-critical solutions without the significant initial capital investment required for dedicated infrastructure. Growing demand for the development of cloud-based solutions may reduce demand for some of our existing hardware products. If the transition to an environment characterized by cloud-based computing and software being delivered as a service progresses, we will likely increase investments in this area before knowing whether our sales forecasts will accurately reflect customer demand for these products, services, and solutions. We may not be able to effectively compete using these virtual distribution models. Our inability to compete effectively with current or future virtual distribution model competitors, or adapt to a cloud-based environment, could have a material adverse effect on our business.

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We may experience a reduction in the incentive programs offered to us by our vendors.

 

Some product manufacturers and distributors provide us with incentives such as supplier reimbursements, payment discounts, price protection, rebates, and other similar arrangements. The increasingly competitive technology reseller market has already resulted in the following:

 

·

reduction or elimination of some of these incentive programs;

 

·

more restrictive price protection and other terms; and

 

·

reduced advertising allowances and incentives.

 

Many product suppliers provide us with advertising allowances, and in exchange, we feature their products on our website, and in our catalogs and other marketing vehicles. These vendor allowances, to the extent that they represent specific reimbursements of incremental and identifiable costs, are offset against SG&A expenses. Advertising allowances that cannot be associated with a specific program funded by an individual vendor or that exceed the fair value of advertising expense associated with that program are classified as offsets to cost of sales or inventory. In the past, we have experienced a decrease in the level of vendor consideration available to us from certain manufacturers. The level of such consideration we receive from some manufacturers may decline in the future. Such a decline could decrease our gross profit and have a material adverse effect on our earnings and cash flows.

 

Our business could be materially adversely affected by system failures, interruption, integration issues, or security lapses of our information technology systems or those of our third-party providers.

 

Our ability to effectively manage our business depends significantly on our information systems and infrastructure as well as, in certain instances those of our business partners and third-party providers. The failure of our current systems to operate effectively or to integrate with other systems, including integration of upgrades to better meet the changing needs of our customers, could result in transaction errors, processing inefficiencies, and the loss of sales and customers. In addition, cybersecurity threats are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to company or customer data, denial of service attacks, the processing of fraudulent transactions, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. In our case, these attacks and attempted attacks have generally been in the form of active intrusion attempts from the internet, passive vulnerability mapping from the internet, and internal malware and or phishing attempts delivered through user actions. Although we have in place various processes, procedures, and controls to monitor and mitigate these threats, these measures may not be sufficient to prevent a material security threat or mitigate these risks for our customers. If any of these events were to materialize, they could lead to disruption of our operations or loss of sensitive information as well as subject us to regulatory actions, litigation, or damage to our reputation, and could have a material adverse effect on our financial position, results of operations, and cash flows. Similar risks exist with respect to our business partners and third-party providers. As a result, we are subject to the risk that the activities of our business partners and third-party providers may adversely affect our business even if an attack or breach does not directly impact our systems.

 

We could experience Internet and other system failures which would interfere with our ability to process orders.

 

We depend on the accuracy and proper use of our management information systems, including our telephone system. Many of our key functions depend on the quality and effective utilization of the information generated by our management information systems, including:

 

·

our ability to purchase, sell, and ship products efficiently and on a timely basis;

 

·

our ability to manage inventory and accounts receivable collection; and

 

·

our ability to maintain operations.

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Our management information systems require continual upgrades to most effectively manage our operations and customer database. Although we maintain some redundant systems, with full data backup, a significant component of our computer and telecommunications hardware is located in a single facility in New Hampshire, and a substantial interruption in our management information systems or in our telephone communication systems, including those resulting from extreme weather and natural disasters, as well as power loss, telecommunications failure, or similar events, would substantially hinder our ability to process customer orders and thus could have a material adverse effect on our business.

 

Should our financial performance not meet expectations, we may be required to record a significant charge to earnings for impairment of goodwill and other intangibles.

 

We test goodwill for impairment each year and more frequently if potential impairment indicators arise. Although the fair value of our Business Solutions and Enterprise Solutions reporting units substantially exceeded their carrying value at our annual impairment test, should the financial performance of a reporting unit not meet expectations due to the economy or otherwise, we would likely adjust downward expected future operating results and cash flows. Such adjustment may result in a determination that the carrying value of goodwill and other intangibles for a reporting unit exceeds its fair value. This determination may in turn require that we record a significant non-cash charge to earnings to reduce the $73.6 million aggregate carrying amount of goodwill held by our Business Solutions and Enterprise Solutions reporting units, resulting in a negative effect on our results of operations.

 

The failure to comply with our public sector contracts could result in, among other things, fines or liabilities.

 

Revenues from the Public Sector Solutions segment are derived from sales to federal, state, and local government departments and agencies, as well as to educational institutions, through various contracts and open market sales. Government contracting is a highly regulated area. Noncompliance with government procurement regulations or contract provisions could result in civil, criminal, and administrative liability, including substantial monetary fines or damages, termination of government contracts, and suspension, debarment, or ineligibility from doing business with the government. Our current arrangements with these government agencies allow them to cancel orders with little or no notice and do not require them to purchase products from us in the future. The effect of any of these possible actions by any government department or agency could adversely affect our financial position, results of operations, and cash flows.

 

We acquire a majority of our products for resale from a limited number of vendors. The loss of any one of these vendors could have a material adverse effect on our business.

 

We acquire products for resale both directly from manufacturers and increasingly indirectly through distributors and other sources. The five vendors supplying the greatest amount of goods to us constituted 59% of our total product purchases in the year ended December 31, 2018 and 61% and 59% in 2017 and 2016, respectively. Among these five suppliers, product purchases from Ingram, our largest supplier, accounted for approximately 22% of our total product purchases in both 2018 and 2017 and 21% in 2016. Purchases from Synnex comprised 12%,  12%, and 13% of our total product purchases in 2018, 2017, and 2016, respectively. Purchases from Tech Data comprised of 10% of our total product purchases in 2018 and 11% and 8% in 2017 and 2016, respectively. Purchases from HP accounted for approximately 7% of our total product purchases in 2018 and 11% and 9% in 2017 and 2016, respectively.  No other vendor supplied more than 10% of our total product purchases in 2018, 2017, or 2016. If we were unable to acquire products from Ingram, Synnex, HP or Tech Data, we could experience a short-term disruption in the availability of products, and such disruption could have a material adverse effect on our results of operations and cash flows.

 

Products manufactured by HP represented approximately 18% of our net sales in 2018 and approximately 20% in both 2017 and 2016. We believe that in the event we experience either a short-term or permanent disruption of supply of HP products, such disruption would likely have a material adverse effect on our results of operations and cash flows.

 

Substantially all of our contracts and arrangements with our vendors that supply significant quantities of products are terminable by such vendors or us without notice or upon short notice. Most of our product vendors provide us with trade credit, of which the net amount outstanding at December 31, 2018 was $201.6 million. Termination, interruption,

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or contraction of relationships with our vendors, including a reduction in the level of trade credit provided to us, could have a material adverse effect on our financial position.

 

Some product manufacturers either do not permit us to sell the full line of their products or limit the number of product units available to national solutions providers such as us. An element of our business strategy is to continue increasing our participation in first-to-market purchase opportunities. The availability of certain desired products, especially in the direct marketing channel, has been constrained in the past. We could experience a material adverse effect to our business if we are unable to source first-to-market purchases or similar opportunities, or if significant availability constraints reoccur.

 

We are exposed to inventory obsolescence due to the rapid technological changes occurring in the IT industry.

 

The market for IT products is characterized by rapid technological change and the frequent introduction of new products and product enhancements. Our success depends in large part on our ability to identify and market products that meet the needs of customers in that marketplace. In order to satisfy customer demand and to obtain favorable purchasing discounts, we have and may continue to carry increased inventory levels of certain products. By so doing, we are subject to the increased risk of inventory obsolescence. Also, in order to implement our business strategy, we intend to continue, among other things, placing larger than typical inventory stocking orders of selected products and increasing our participation in first-to-market purchase opportunities. We may also, from time to time, make large inventory purchases of certain end‑of‑life products, which would increase the risk of inventory obsolescence. In addition, we sometimes acquire special purchase products without return privileges. For these and other reasons, we may not be able to avoid losses related to obsolete inventory. Manufacturers have limited return rights and have taken steps to reduce their inventory exposure by supporting “configure‑to-order” programs authorizing distributors and resellers to assemble computer hardware under the manufacturers’ brands. These actions reduce the costs to manufacturers and shift the burden of inventory risk to resellers like us, which could negatively impact our business.

 

We are dependent on key personnel.

 

Our future performance will depend to a significant extent upon the efforts and abilities of our senior executives and other key management personnel. The current environment for qualified management personnel in the computer products industry is very competitive, and the loss of service of one or more of these persons could have an adverse effect on our business. Our success and plans for future growth will also depend on our ability to hire, train, and retain skilled personnel in all areas of our business, especially sales representatives and technical support personnel. We may not be able to attract, train, and retain sufficient qualified personnel to achieve our business objectives.

 

The methods of distributing IT products are changing, and such changes may negatively impact us and our business.

 

The manner in which IT hardware and software is distributed and sold is changing, and new methods of distribution and sale have emerged, including distribution through cloud-based and SaaS solutions. In addition, hardware and software manufacturers have sold, and may intensify their efforts to sell, their products directly to end users. From time to time, certain manufacturers have instituted programs for the direct sales of large order quantities of hardware and software to certain major corporate accounts. These types of programs may continue to be developed and used by various manufacturers. Some of our vendors, including Apple, Dell, HP, and Lenovo, currently sell some of their products directly to end users and have stated their intentions to increase the level of such direct sales. In addition, manufacturers may attempt to increase the volume of software products distributed electronically to end users. An increase in the volume of products sold through or used by consumers of any of these competitive programs, or our inability to effectively adapt our business to increased electronic distribution of products and services to end users could have a material adverse effect on our results of operations.

 

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We depend heavily on third-party shippers to deliver our products to customers.

 

Many of our customers elect to have their purchases shipped by an interstate common carrier, such as UPS or FedEx Corporation. A strike or other interruption in service by these shippers could adversely affect our ability to market or deliver products to customers on a timely basis.

 

Natural disasters, terrorism, and other circumstances could materially adversely affect our business.

 

Natural disasters, terrorism, and other business interruptions have caused and could cause damage or disruption to international commerce and the global economy, and thus could have a negative effect on the Company, its suppliers, logistics providers, manufacturing vendors, and customers. Our business operations are subject to interruption by natural disasters, fire, power shortages, nuclear power plant accidents, terrorist attacks, and other hostile acts, and other events beyond our control. Such events could decrease demand for our products, make it difficult or impossible for us to deliver services or products to our customers, or to receive products from our suppliers, and create delays and inefficiencies in our supply chain. In the event of a natural disaster or other business interruption, significant recovery time and substantial expenditures could be required to resume operations and our financial condition, results of operations, and cash flows could be materially adversely affected.

 

We may experience increases in shipping and postage costs, which may adversely affect our business if we are not able to pass such increases on to our customers.

 

Shipping costs are a significant expense in the operation of our business. Increases in postal or shipping rates could significantly impact the cost of shipping customer orders and mailing our catalogs. Postage prices and shipping rates increase periodically, and we have no control over future increases. We have a long-term contract with UPS, and believe that we have negotiated favorable shipping rates with our carriers. While we generally invoice customers for shipping and handling charges, we may not be able to pass on to our customers the full cost, including any future increases in the cost, of commercial delivery services, which would adversely affect our business.

 

We rely on the continued development of electronic commerce and Internet infrastructure development.

 

We continue to have increasing levels of sales made through our e-commerce sites. The on-line experience for our clients continues to improve, but the competitive nature of the e-commerce channel also continues to increase. Growth of our overall sales is dependent on customers continuing to expand their on-line purchases in addition to traditional channels to purchase products and services. We cannot accurately predict the rate at which on-line purchases will expand.

 

      Our success in growing our Internet business will depend in large part upon our development of an increasingly sophisticated e-commerce experience and infrastructure. Increasing customer sophistication requires that we provide additional website features and functionality in order to be competitive in the marketplace and maintain market share. We will continue to iterate our website features, but we cannot predict future trends and required functionality or our adoption rate for customer preferences. As the number of on-line users continues to grow, such growth may impact the performance of our existing Internet infrastructure.

 

We face uncertainties relating to unclaimed property and the collection of state sales and use tax.

 

We collect and remit sales and use taxes in states in which we have either voluntarily registered or have a physical presence. Various states have sought to impose on direct marketers the burden of collecting state sales and use taxes on the sales of products shipped to their residents. Many states have adopted rules that require companies and their affiliates to register in those states as a condition of doing business with those state agencies. Our three sales companies are registered in substantially all states, however, if a state were to determine that our earlier contacts with that state exceeded the constitutionally permitted contacts, the state could assess a tax liability relating to our prior year sales. Various states have from time-to-time initiated unclaimed property audits of our company escheatment practices. A multi-state unclaimed property audit continues to be in process, and total accruals for unclaimed property aggregated $1.0 million at December 31, 2018.

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Privacy concerns with respect to list development and maintenance may materially adversely affect our business.

 

We mail catalogs and other promotional materials to names in our customer database and to potential customers whose names we obtain from rented or exchanged mailing lists. Public concern regarding the protection of personal information has subjected the rental and use of customer mailing lists and other customer information to increased scrutiny. Legislation enacted limiting or prohibiting the use of rented or exchanged mailing lists could negatively affect our business.

 

We are controlled by two principal stockholders.

 

Patricia Gallup and David Hall, our two principal stockholders, beneficially own or control, in the aggregate, approximately 56% of the outstanding shares of our common stock as of December 31, 2018. Because of their beneficial stock ownership, these stockholders can continue to elect the members of the Board of Directors and decide all matters requiring stockholder approval at a meeting or by a written consent in lieu of a meeting. Similarly, such stockholders can control decisions to adopt, amend, or repeal our charter and our bylaws, or take other actions requiring the vote or consent of our stockholders and prevent a takeover of us by one or more third parties, or sell or otherwise transfer their stock to a third party, which could deprive our stockholders of a control premium that might otherwise be realized by them in connection with an acquisition of our Company. Such control may result in decisions that are not in the best interest of our public stockholders. In connection with our initial public offering, the principal stockholders placed substantially all shares of common stock beneficially owned by them into a voting trust, pursuant to which they are required to agree as to the manner of voting such shares in order for the shares to be voted. Such provisions could discourage bids for our common stock at a premium as well as have a negative impact on the market price of our common stock.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

We lease our corporate headquarters located at 730 Milford Road, Merrimack, New Hampshire 03054-4631, from an affiliated company, G&H Post, which is related to us through common ownership. The lease term ended in November 2018, and the Company is currently in the process of negotiating an amendment to extend the lease term. We expect that an extension to the lease will be available at market terms. In addition to the rent payable under the facility lease, we are required to pay real estate taxes, insurance, and common area maintenance charges. The lease has been recorded as an operating lease in the financial statements.

 

We also lease an office facility adjacent to our corporate headquarters from the same affiliated company, G&H Post. The lease term ended in July 2018, but the Company is currently in the process of negotiating an amendment to extend the lease term. We expect that an extension to the lease will be available at market terms. The lease requires us to pay our proportionate share of real estate taxes and common area maintenance charges as either additional rent or directly to third parties and also to pay insurance premiums for the leased property. The lease has been recorded as an operating lease in the financial statements.

 

In August 2014, we entered into a ten-year lease for a facility in Wilmington, Ohio, which houses our distribution and order fulfillment operations. We also operate sales and support offices throughout the United States and lease facilities at these locations. Leasehold improvements associated with these properties are amortized over the terms of the leases or their useful lives, whichever is shorter. We believe that our physical properties will be sufficient to support our anticipated needs through the next twelve months and beyond.

 

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Item 3. Legal Proceedings

 

We are subject to audits by states on sales and income taxes, unclaimed property, employment matters, and other assessments. While management believes that known and estimated liabilities have been adequately provided for, it is too early to determine the ultimate outcome of such audits, as formal assessments have not been finalized. Additional liabilities for this and other audits could be assessed, and such outcomes could have a material, negative impact on our financial position, results of operations, and cash flows.

 

We are subject to various legal proceedings and claims, including patent infringement claims, which have arisen during the ordinary course of business. In the opinion of management, the outcome of such matters is not expected to have a material effect on our business, financial position, results of operations, or cash flows.

 

In December 2018, we executed a favorable $3.0 million cash resolution of a contract dispute that arose in 2017. The cash payment was received on January 4, 2019, and the gain, net of costs incurred of $0.7 million, is included in “Other Income” in the consolidated statements of income for the year ended December 31, 2018. The cash received is unrelated to the existing contract. We included the $3.0 million owed to us in “Other Assets” as of December 31, 2018.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Executive Officers of PC Connection

 

Our executive officers and their ages as of February 7, 2019 are as follows:

 

 

 

 

 

 

Name

 

Age

 

Position

Patricia Gallup

 

64

 

Chair and Chief Administrative Officer

Timothy McGrath

 

60

 

President and Chief Executive Officer

Stephen Sarno

 

51

 

Senior Vice President, Chief Financial Officer and Treasurer

 

Patricia Gallup is our co-founder and has served as Chair of our Board of Directors since September 1994, and as Chief Administrative Officer since August 2011. Ms. Gallup has served as a member of our executive management team since 1982.

 

Timothy McGrath has served as our Chief Executive Officer since August 2011, and as President since May 2010. Mr. McGrath has served as a member of our executive management team since he joined the Company in 2005.

Stephen Sarno has served as our Chief Financial Officer and as a member of our executive management team since he joined the Company in the spring of 2018. Prior to joining Connection, Mr. Sarno served as Chief Financial Officer of Wyless, Inc., a privately held international provider of wireless data communication services, beginning in January 2015, and as Chief Accounting Officer of Exa Corporation, a publicly-traded global developer and distributor of computer-aided engineering software, beginning in October 2012.

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PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock commenced trading on March 3, 1998, on the Nasdaq Global Select Market and trades today under the symbol “CNXN”.  As of February 4, 2019, there were 26,395,683 shares of our common stock outstanding, held by approximately 47 stockholders of record. This figure does not include an estimate of the number of beneficial holders whose shares are held of record by brokerage firms.

 

In 2018, we declared a special cash dividend of $0.32 per share. The total cash payment of $8.5 million was made on January 11, 2019 to stockholders of record at the close of business on December 28, 2018. In 2017, we declared a special cash dividend of $0.34 per share. The total cash payment of $9.1 million was made on January 12, 2018 to stockholders of record at the close of business on December 29, 2017. We have no current plans to pay additional cash dividends on our common stock in the foreseeable future, and declaration of any future cash dividends will depend upon our financial position, strategic plans, and general business conditions. 

 

Share Repurchase Authorization

 

In 2001, our Board of Directors authorized the spending of up to $15.0 million to repurchase shares of our common stock. In 2014, our Board approved a new share repurchase program authorizing up to an additional $15.0 million in share repurchases, for a total authorized repurchase amount of $30.0 million. We consider block repurchases directly from larger stockholders, as well as open market purchases, in carrying out our ongoing stock repurchase program.

 

In 2018, we repurchased 0.5 million shares for $15.4 million under the Board-approved repurchase programs. As of December 31, 2018, we have repurchased an aggregate of 2.2 million shares for $27.6 million under our Board-approved repurchase programs.

 

On December 17, 2018, our Board approved a new share repurchase program authorizing up to $25.0 million in additional share repurchases. There is no fixed termination date for this repurchase program. Purchases may be made in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions. We intend to complete the remaining 2001 and 2014 repurchase programs before repurchasing shares under the new program. The timing and amount of any share repurchases will be based on market conditions and other factors. At December 31, 2018, the maximum approximate dollar value of shares that may yet be purchased under Board-authorized programs is $27.4 million.

 

Stock Performance Graph

 

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

 

The following stock performance graph compares cumulative total stockholder return on our common stock for the period from January 1, 2013 through December 31, 2018 with the cumulative total return for (i) the Nasdaq Stock Market Composite and (ii) the Nasdaq Retail Trade Stocks (Peer Group) for the period starting January 1, 2013 and

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ending December 31, 2018. This graph assumes the investment of $100 on January 1, 2013 in our common stock and in each of the two Nasdaq indices, and that dividends are reinvested.

 

Picture 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Base Period

 

Years Ended

 

Company Name / Index

    

13-Dec

    

14-Dec

    

15-Dec

    

16-Dec

    

17-Dec

    

18-Dec

 

PC Connection, Inc.

 

100.00

 

100.53

 

94.38

 

118.53

 

112.02

 

128.47

 

Nasdaq Stock Market-Composite

 

100.00

 

114.75

 

122.74

 

133.62

 

173.22

 

168.30

 

Nasdaq Retail Trade (Peer Index)

 

100.00

 

110.60

 

115.17

 

116.49

 

123.92

 

124.49

 

 

 

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Item 6. Selected Financial Data

 

The following selected financial data should be read in conjunction with our Consolidated Financial Statements and the Notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this Annual Report on Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

    

2018 (1)

    

2017 (2)

    

2016 (2)

    

2015

    

2014

 

 

 

(dollars in thousands, except per share)

 

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,699,489

 

$

2,911,883

 

$

2,692,592

 

$

2,573,973

 

$

2,463,339

 

Cost of sales

 

 

2,288,403

 

 

2,529,807

 

 

2,321,435

 

 

2,232,954

 

 

2,139,950

 

Gross profit

 

 

411,086

 

 

382,076

 

 

371,157

 

 

341,019

 

 

323,389

 

Selling, general and administrative expenses

 

 

324,433

 

 

300,913

 

 

287,231

 

 

262,465

 

 

251,935

 

Restructuring and other charges

 

 

967

 

 

3,636

 

 

3,406

 

 

 —

 

 

 —

 

Income from operations

 

 

85,686

 

 

77,527

 

 

80,520

 

 

78,554

 

 

71,454

 

Other income (expense), net

 

 

2,978

 

 

98

 

 

(67)

 

 

(87)

 

 

(86)

 

Income before taxes

 

 

88,664

 

 

77,625

 

 

80,453

 

 

78,467

 

 

71,368

 

Income tax provision

 

 

(24,072)

 

 

(22,768)

 

 

(32,342)

 

 

(31,640)

 

 

(28,687)

 

Net income

 

$

64,592

 

$

54,857

 

$

48,111

 

$

46,827

 

$

42,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

2.42

 

$

2.05

 

$

1.81

 

$

1.77

 

$

1.63

 

Diluted earnings per share

 

$

2.41

 

$

2.04

 

$

1.80

 

$

1.76

 

$

1.61

 

 

(1)

The Company adopted ASC 606 in 2018 using the modified retrospective approach, which primarily resulted in certain software sales being reported on a net basis where they would have otherwise been reported on a gross basis under the previous revenue recognition guidance. As a result, certain revenue figures reported in the current year may not be comparable with prior-year disclosures.

(2)

During 2018, the Company began separately presenting Restructuring and other charges. The prior years have been revised to conform to the current year presentation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

    

2018

    

2017

    

2016

    

2015

    

2014

 

 

 

(dollars in thousands)

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

409,380

 

$

368,080

 

$

328,917

 

$

330,848

 

$

293,449

 

Total assets

 

 

805,355

 

 

747,851

 

 

686,134

 

 

639,074

 

 

539,960

 

Total stockholders’ equity

 

 

525,903

 

 

482,252

 

 

433,442

 

 

392,451

 

 

354,008

 

Cash dividends declared per share

 

$

0.32

 

$

0.34

 

$

0.34

 

$

0.40

 

$

0.40

 


 

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Our management’s discussion and analysis of our financial condition and results of operations include the identification of certain trends and other statements that may predict or anticipate future business or financial results that are subject to important factors that could cause our actual results to differ materially from those indicated. See “Item 1A. Risk Factors.”

 

OVERVIEW

 

We are a national solutions provider of a wide range of information technology, or IT, solutions. We help our customers design, enable, manage, and service their IT environments. We provide IT products, including computer systems, data center solutions, software and peripheral equipment, networking communications, and other products and accessories that we purchase from manufacturers, distributors, and other suppliers. We also offer services involving design, configuration, and implementation of IT solutions. These services are performed by our personnel and by third-party providers. We operate through three sales segments, which serve primarily: (a) small- to medium-sized businesses, or in our Business Solutions segment, through our PC Connection Sales subsidiary, (b) large enterprise customers, in our Enterprise Solutions segment, through our MoreDirect subsidiary, and (c) federal, state, and local government and educational institutions, in our Public Sector Solutions segment, through our GovConnection subsidiary.

 

We generate sales primarily through outbound telemarketing and field sales contacts by account managers focused on the business, education, and government markets, our websites, and direct responses from customers responding to our advertising media. We seek to recruit, retain, and increase the productivity of our sales personnel through training, mentoring, financial incentives based on performance, and updating and streamlining our information systems to make our operations more efficient.

 

As a value added reseller in the IT supply chain, we do not manufacture IT hardware or software. We are dependent on our suppliers—manufacturers and distributors that historically have sold only to resellers rather than directly to end users. However, certain manufacturers have, on multiple occasions, attempted to sell directly to our customers, and in some cases, have restricted our ability to sell their products directly to certain customers, thereby attempting to eliminate our role. We believe that the success of these direct sales efforts by suppliers will depend on their ability to meet our customers’ ongoing demands and provide objective, unbiased solutions to meet their needs. We believe more of our customers are seeking comprehensive IT solutions, rather than simply the acquisition of specific IT products. Our advantage is our ability to be product-neutral and provide a broader combination of products, services, and advice tailored to customer needs. By providing customers with customized solutions from a variety of manufacturers, we believe we can mitigate the negative impact of continued direct sales initiatives from individual manufacturers. Through the formation of our Technical Solutions Group, we are able to provide customers complete IT solutions, from identifying their needs, to designing, developing, and managing the integration of products and services to implement their IT projects. Such service offerings carry higher margins than traditional product sales. Additionally, the technical certifications of our service engineers permit us to offer higher-end, more complex products that generally carry higher gross margins. We expect these service offerings and technical certifications to continue to play a role in sales generation and improve gross margins in this competitive environment.

 

The primary challenges we continue to face in effectively managing our business are (1) increasing our revenues while at the same time improving our gross margin in all three segments, (2) recruiting, retaining, and improving the productivity of our sales and technical support personnel, and (3) effectively controlling our selling, general, and administrative, or SG&A, expenses while making major investments in our IT systems and solution selling personnel, especially in relation to changing revenue levels.

 

To support future growth, we are expanding our IT solutions business, which requires the addition of highly-skilled service engineers. Although we expect to realize the ultimate benefit of higher-margin service revenues under this multi-year initiative, we believe that our cost of services will increase as we add service engineers. If our service revenues do not grow enough to offset the cost of these headcount additions, our operating results may decline.

 

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Market conditions and technology advances significantly affect the demand for our products and services. Virtual delivery of software products and advanced Internet technology providing customers enhanced functionality have substantially increased customer expectations, requiring us to invest on an ongoing basis in our own IT development to meet these new demands.

 

Our investments in IT infrastructure are designed to enable us to operate more efficiently and provide our customers enhanced functionality. In October 2017, we began a two-year initiative to upgrade our IT infrastructure for which we expect our related capital investments to range from $6.0 to $7.0 million over the next six to nine months, when we expect to have completed the initiative. 

 

RESULTS OF OPERATIONS

 

The following table sets forth information derived from our statements of income expressed as a percentage of net sales for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

 

2018

 

 

2017 (1)

    

 

2016 (1)

 

Net sales (in millions)

 

$

2,699.5

 

$

2,911.9

 

$

2,692.6

 

Gross margin

 

 

15.2

%  

 

13.1

%  

 

13.8

%

Selling, general and administrative expenses

 

 

12.0

 

 

10.3

 

 

10.7

 

Income from operations

 

 

3.2

 

 

2.7

 

 

3.0

 

(1)

Certain prior year amounts have been reclassified to conform to 2018 presentation. These changes had no impact on previously reported results of operations or shareholders’ equity.

 

Net sales of $2,699.5 million in 2018 reflected a decrease of $212.4 million compared to 2017, primarily as a result of the adoption of new revenue recognition guidance under ASC 606, which was not applied to net sales reported in prior years. The primary impact of the new guidance was an increase in certain revenue transactions reported on a net basis. Had the year been reported under previous revenue recognition guidance, net sales would have been $3,104.2 million, reflecting an increase of 6.6% compared to the prior year. Gross profit dollars increased year-over-year by $29.0 million due to higher invoice selling margins realized on increased sales of software and higher margin advanced solution sales. The increase in SG&A expenses, both in dollars and as a percentage of net sales, was primarily related to incremental personnel costs, including variable compensation associated with higher gross profits and increased investments in solution selling. SG&A expenses as a percentage of net sales was 12.0% for the year-ended December 31, 2018, which reflects an increase of 12 basis points resulting from the factors previously noted, and an increase of 156 basis points related to the adoption of new revenue guidance under ASC 606. Operating income in 2018 increased year-over-year, both in dollars and as a percentage of net sales, by $8.2 million and 50 basis points, respectively, primarily as a result of the gross profits increasing at a higher rate than the SG&A expenses.

 

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Sales Distribution

 

The following table sets forth our percentage of net sales by sales segment and product mix:

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

2018 (1)

    

2017 (2)

    

2016 (2)

 

Sales Segment

 

 

 

 

 

 

 

Enterprise Solutions

 

43

%  

39

%  

38

%

Business Solutions

 

38

 

40

 

40

 

Public Sector Solutions

 

19

 

21

 

22

 

Total

 

100

%  

100

%  

100

%

 

 

 

 

 

 

 

 

Product Mix

 

 

 

 

 

 

 

Notebooks/Mobility

 

26

%  

22

%  

23

%

Accessories

 

13

 

10

 

11

 

Software

 

12

 

23

 

20

 

Desktops

 

11

 

11

 

10

 

Servers/Storage

 

11

 

 9

 

10

 

Displays and sound

 

 9

 

 8

 

 8

 

Net/Com Product

 

 8

 

 7

 

 8

 

Other Hardware/Services

 

10

 

10

 

10

 

Total

 

100

%  

100

%  

100

%

 

(1)

The Company adopted ASC 606 in 2018 using the modified retrospective approach, which primarily resulted in certain software sales being reported on a net basis where they would have otherwise been reported on a gross basis under the previous revenue recognition guidance. As a result, certain revenue figures reported in the current year may not be comparable with prior-year disclosures.

(2)

Product categories were separated into additional categories in 2018. Certain prior-year balances have been reclassified to conform to 2018 presentation. 

 

Gross Profit Margins

 

The following table summarizes our overall gross profit margins, as a percentage of net sales, for the last three years:  

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

2018

    

2017

    

2016

 

Sales Segment

 

 

 

 

 

 

 

Business Solutions

 

18.0

%  

15.3

%  

15.8

%  

Enterprise Solutions

 

13.9

 

12.3

 

12.8

 

Public Sector Solutions

 

12.7

 

10.5

 

11.7

 

Total Company

 

15.2

%  

13.1

%  

13.8

%  

   

 

Cost of Sales

 

Cost of sales includes the invoice cost of the product, direct employee and third party cost of services, direct costs of packaging, inbound and outbound freight, and provisions for inventory obsolescence, adjusted for discounts, rebates, and other vendor allowances.

 

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Operating Expenses

 

The following table reflects our more significant operating expenses for the last three years (in millions of dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

2018

    

2017 (1)

    

2016 (1)

 

Personnel costs

 

$

249.2

 

$

232.0

 

$

224.4

 

Advertising, net

 

 

16.2

 

 

14.4

 

 

16.1

 

Facilities operations

 

 

16.9

 

 

15.0

 

 

14.0

 

Professional fees

 

 

8.6

 

 

8.8

 

 

7.7

 

Credit card fees

 

 

6.9

 

 

7.2

 

 

6.9

 

Depreciation and amortization

 

 

14.1

 

 

11.8

 

 

10.5

 

Other, net

 

 

12.5

 

 

11.7

 

 

7.6

 

Total SG&A expense

 

$

324.4

 

$

300.9

 

$

287.2

 

As a percentage of net sales

 

 

12.0

%  

 

10.3

%  

 

10.7

%

 

(1)

Certain prior year amounts have been reclassified to conform to 2018 presentation. Prior year SG&A amounts are shown net of restructuring and other charges of $3,636 and $3,406, which were previously included in SG&A expenses, for the years ended December 31, 2017 and 2016, respectively.

 

Personnel costs increased in 2018 compared to 2017 primarily due to increased variable compensation associated with higher gross profits and changes in the stock price and increases in other employee-related expenses. Depreciation and amortization increased in 2018 and 2017 due to investments in our IT infrastructure and the amortization of intangible assets added in 2016 with our two acquisitions.

 

Personnel costs increased in 2017 compared to 2016 primarily due to investments in solutions sales personnel, increased variable compensation associated with higher gross profits, and the inclusion of the pro-rated personnel costs of Softmart and GlobalServe beginning on their respective May and October 2016 acquisition dates.

 

Restructuring and other charges

 

During 2018, we began separately presenting Restructuring and other charges. In the years ended December 31 2018, 2017, and 2016, we undertook a wide range of actions across the Company to lower our cost structure and align our business in an effort to improve our ability to execute our strategy. In connection with these restructuring initiatives, we incurred restructuring and related costs of $1.0 million, $0.9 million, and $3.4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

 

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YEAR-OVER-YEAR COMPARISONS

 

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

 

Net sales decreased by 7.3% to $2,699.5 million in 2018 from $2,911.8 million in 2017. Changes in net sales and gross profit by operating segment are shown in the following table (dollars in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

 

 

2018

 

2017

 

 

 

 

 

 

 

    

% of

    

 

 

    

% of

    

%

 

 

 

Amount

 

Net Sales

 

Amount

 

Net Sales

 

Change

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Solutions

 

$

1,027.9

 

38.1

%  

$

1,158.6

 

39.8

%  

(11.3)

%

Enterprise Solutions

 

 

1,165.1

 

43.2

 

 

1,131.8

 

38.9

 

2.9

 

Public Sector Solutions

 

 

506.5

 

18.8

 

 

621.4

 

21.3

 

(18.5)

 

Total

 

$

2,699.5

 

100.0

%  

$

2,911.8

 

100.0

%  

(7.3)

%

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Solutions

 

$

184.9

 

18.0

%  

$

177.8

 

15.3

%  

4.0

%

Enterprise Solutions

 

 

161.6

 

13.9

 

 

139.0

 

12.3

 

16.3

 

Public Sector Solutions

 

 

64.6

 

12.8

 

 

65.3

 

10.5

 

(1.1)

 

Total

 

$

411.1

 

15.2

%  

$

382.1

 

13.1

%  

7.6

%

 

·

Net Sales of $1,027.9 for the Business Solutions segment reflect a decrease of $130.7 million due to lower net sales of software products of $137.7 million, primarily as a result of the adoption of ASC 606 where the Company is considered to be the agent on the transaction, and desktops of $8.8 million. These decreases were partially offset by increased net sales of net/com products of $14.7 million as small- to medium-sized businesses increased their IT investments to transform their workplace. Had the year been reported under the previous revenue recognition guidance, net sales for the Business Solutions segment would have increased by $42.8 million, or 3.7%.

 

·

Net sales of $1,165.1 for the Enterprise Solutions segment increased by $33.3 million compared to the prior year. This year-over-year increase was driven by increased sales of notebooks and mobility products of $59.2 million, and increased sales of desktop products of $19.9 million. Sales of servers and storage equipment also increased by $17.6 million as large enterprises looked to upgrade their IT workplace with these product solutions. Increased sales of other hardware products accounted for $86.9 million of the increase, which was driven primarily by large orders of handheld devices used by our retail customers. These increases were partially offset by lower net sales of software products of $148.6 million, which resulted primarily from the adoption of ASC 606 where the Company is considered to be the agent on the transaction. Had the year been reported under the previous revenue recognition guidance, net sales for the Enterprise Solutions segment would have increased by $202.5 million, or 17.9%.

 

·

Net sales of $506.5 million for the Public Sector Solutions segment reflect a decrease of $114.9 million, primarily driven by lower net sales of software products of $58.3 million, which resulted primarily from the adoption of ASC 606 where the Company is considered to be the agent on the transaction, lower net sales of desktops of $44.6 million and lower net sales of other hardware/services of $23.3 million. Net sales to the federal government reflected a decrease of $79.8 million in 2018, which resulted primarily from a decrease in net sales of software products due to the adoption of ASC 606, and from a large sale of desktops to a federal agency in the first half of 2017 that did not repeat in 2018. Net sales to state and local government and educational institutions reflect a decrease of $35.1 million, primarily driven by a decrease in net sales of software product due to the adoption of ASC 606, and to lower net sales to higher education customers.

 

Gross profit for 2018 increased year-over-year both in dollars and as a percentage of net sales (gross margin), as explained below:

 

·

Gross profit for the Business Solutions segment increased due to higher invoice selling margins. Invoice selling margins increased by 224 basis points primarily due to the increase in revenues reported on a net basis as a result of

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the adoption of ASC 606. We also receive agency fees and early pay discounts from vendors for certain software and hardware sales. Agency fees are recorded as revenue with no corresponding cost of goods sold, and accordingly such fees have a positive impact on gross margin. Agency fees from enterprise software agreements represented a 20 basis-point increase due to the reduction in net sales year-over-year. Cash discounts increased by 13 basis points year-over-year.

 

·

Gross profit for the Enterprise Solutions segment increased primarily due to higher invoice selling margins, which increased by 120 basis points and was driven by the increase in revenues reported on a net basis as a result of the adoption of ASC 606. Agency fees from enterprise software agreements represented a 28 basis-point increase due to the reduction in net sales year-over-year and cash discounts increased by 7 basis points year-over-year.

 

·

Gross profit for the Public Sector Solutions segment increased due to higher invoice selling margins. Invoice selling margins increased by 221 basis points primarily due to the increase in revenues reported on a net basis as a result of the adoption of ASC 606. Agency fees from enterprise software agreements represented a 5 basis-point increase due to the reduction in net sales year-over-year and cash discounts increased by 2 basis points year-over-year.

 

Selling, general and administrative expenses in 2018 increased both in dollars and as a percentage of net sales compared to the prior year. SG&A expenses attributable to our three operating segments and the remaining unallocated Headquarters/Other group expenses are summarized below (dollars in millions):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

 

 

2018

 

2017

 

 

 

 

 

 

 

    

% of Net

    

 

 

    

% of Net

    

%

 

 

 

Amount

 

Sales

 

Amount (1)

 

Sales (1)

 

Change

 

Business Solutions

 

$

144.7

 

14.1

%  

$

136.7

 

11.8

%  

5.9

%

Enterprise Solutions

 

 

99.9

 

8.6

 

 

88.2

 

7.8

 

13.3

 

Public Sector Solutions

 

 

66.7

 

13.2

 

 

64.0

 

10.3

 

4.2

 

Headquarters/Other, unallocated

 

 

13.1

 

 

 

 

12.0

 

 

 

9.2

 

Total

 

$

324.4

 

12.0

%  

$

300.9

 

10.3

%  

7.8

%

 

(1)

Certain prior year amounts have been reclassified to conform to 2018 presentation. These changes had no impact on previously reported results of operations or shareholders’ equity. Prior year SG&A amounts are shown net of restructuring and other charges, which were previously included in SG&A expenses, of $3,636 for the year ended December 31, 2017. The special charges in 2017 were primarily related to restructuring and other personnel-related costs.

 

·

SG&A expenses for the Business Solutions segment increased in dollars and as a percentage of net sales. The year-over-year increase in SG&A dollars was primarily driven by a $7.7 million increase in usage of Headquarter services related to our investments in technical and engineering support provided to this segment, and a $1.6 million increase in advertising expenses driven by increased vendor funding for marketing, advertising, and training campaigns directed towards driving sales. These increases were partially offset by a net $1.1 million decrease in personnel-related expenses, which was driven by a decrease of approximately $3.8 million related to the reallocation of certain personnel-related expenses in 2018 to the Headquarters/Other group and partially offset by increases in variable compensation associated with higher gross profits. SG&A expenses as a percentage of net sales was 14.1% for the Business Solutions segment, which reflects an increase of 26 basis points resulting from the factors described above and an increase of 201 basis points related to the adoption of ASC 606.

 

·

SG&A expenses for the Enterprise Solutions segment increased in dollars and as a percentage of net sales. The increase in SG&A dollars was primarily due to increased personnel-related expenses of $7.9 million, resulting from investments in solutions sales personnel and incremental variable compensation associated with higher gross profits, a $3.3 million increase in usage of Headquarter services, and a $0.3 million increase in credit card fees. SG&A expenses as a percentage of net sales was 8.6% for the Enterprise Solutions segment, which reflects a decrease of 30 basis points resulting from the factors described above, but offset by an increase of 109 basis points related to the adoption of ASC 606.

 

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·

SG&A expenses for the Public Sector Solutions segment increased in dollars and as a percentage of net sales. The dollar increase resulted primarily from greater usage of Headquarter services of $3.0 million, which was partially offset by decreases in personnel-related expenses of $0.3 million primarily due to the reallocation of certain personnel-related expenses in 2018 to the Headquarters/Other group and lower credit card fee expenses of $0.1 million. SG&A expenses as a percentage of net sales was 13.2% for the Public Sector Solutions segment, which reflects an increase of 143 basis points resulting from the factors described above and an increase of 145 basis points related to the adoption of ASC 606.

 

·

SG&A expenses for the Headquarters/Other group increased year-over-year, which was driven primarily by the reallocation of certain personnel-related expenses to the Headquarters/Other group from the Business Solutions and Public Sector Solutions segments. The Headquarters/Other group provides services to the three segments in areas such as finance, human resources, IT, marketing, and product management. Most of the operating costs associated with such corporate headquarters services are charged to the operating segments based on their estimated usage of the underlying services. The amounts shown in the table above represent the remaining unallocated costs.

 

Income from operations increased by $8.2 million to $85.7 million in 2018 compared to 2017. Income from operations as a percentage of net sales was 3.2% in 2018 compared to 2.7% in 2017. The increase in operating income resulted primarily from gross profits increasing at a higher rate than SG&A costs. The increase in operating income as a percentage of net sales resulted primarily from the increase in gross margin.

 

Restructuring and other charges. During 2018, we began presenting restructuring and other charges separately from SG&A expenses. These costs incurred in 2018, 2017, and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

2018

    

2017

    

2016

Employee separations

 

$

967.0

 

$

639.6

 

$

1,766.2

Acquisition costs

 

 

 —

 

 

 —

 

 

569.9

Relocation expenses

 

 

 —

 

 

83.5

 

 

290.5

Re-branding costs

 

 

 —

 

 

 —

 

 

595.5

Employee compensation

 

 

 —

 

 

2,800.0

 

 

 —

Other

 

 

 —

 

 

112.7

 

 

184.0

Total restructuring and other charges

 

$

967.0

 

$

3,635.8

 

$

3,406.1

 

The net restructuring charges recorded in 2018 were related to a reduction in workforce at our Business Solutions, Public Sector Solutions, and Headquarter segments and included cash severance payments and other related benefits.

 

The net restructuring and other charges recorded in 2017 were primarily driven by a reduction in workforce at our Headquarters segment, along with costs related to the Softmart business, which was acquired in 2016, including expenses to retain certain key personnel brought over in the acquisition. Also in 2017, we incurred additional expense of $2.7 million related to a one-time cash bonus paid to all non-executive employees at the end of the year.

 

The net restructuring and other charges recorded in 2016 were primarily driven by a reduction in workforce after the Softmart acquisition and other employee severance expenses incurred throughout the business. We also incurred costs associated with the acquisitions and IT transitions of Softmart and GlobalServe, along with other costs associated with a company-wide rebranding campaign.

 

Income taxes. Our effective tax rate was 27.1% for the year-ended December 31, 2018, compared to 29.3% for the year-ended December 31, 2017. In December 2017, the U.S. Tax Cuts and Jobs Act was enacted, which among other changes, reduced the federal corporate income tax rate. This rate reduction, which took effect on January 1, 2018, required the revaluation of our net deferred tax liability. The revaluation resulted in the recording of an income tax benefit of $7.7 million for the fourth quarter of 2017.  We expect our corporate income tax rate for 2019 to range from 27% to 29%.

 

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Net income increased by $9.7 million to $64.6 million in 2018, from $54.9 million in 2017, which resulted from the increase in operating income combined with a lower effective tax rate in the current year.

 

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

 

Net sales increased by 8.1% to $2,911.8 million in 2017 from $2,692.6 million in 2016. Changes in net sales and gross profit by operating segment are shown in the following table (dollars in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

    

% of

    

 

 

    

% of

    

%

 

 

 

Amount

 

Net Sales

 

Amount

 

Net Sales

 

Change

 

Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Solutions

 

$

1,158.6

 

39.8

%  

$

1,091.2

 

40.5

%  

6.2

%

Enterprise Solutions

 

 

1,131.8

 

38.9

 

 

1,012.0

 

37.6

 

11.8

 

Public Sector Solutions

 

 

621.4

 

21.3

 

 

589.4

 

21.9

 

5.4

 

Total

 

$

2,911.8

 

100.0

%  

$

2,692.6

 

100.0

%  

8.1

%

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Solutions

 

$

177.8

 

15.3

%  

$

172.4

 

15.8

%  

3.2

%

Enterprise Solutions

 

 

139.0

 

12.3

 

 

129.6

 

12.8

 

7.3

 

Public Sector Solutions

 

 

65.3

 

10.5

 

 

69.2

 

11.7

 

(5.7)

 

Total

 

$

382.1

 

13.1

%  

$

371.2

 

13.8

%  

2.9

%

 

·

Net sales for the Business Solutions segment increased due to higher sales of software, notebooks, and desktops.  Software sales for this segment increased by 11% due to our investments in additional security and software services technical specialists as well as our May 2016 acquisition of Softmart. Net sales of notebooks/mobility and desktops (collectively referred to as client devices) increased by 10% and 19%, respectively, as small- to medium-sized businesses upgraded client devices to improve productivity and enhance security.  

 

·

Net sales for the Enterprise Solutions segment increased due to higher sales of software, servers, and net/com products. Software net sales for this segment increased year over year by 22% due to strong demand for security and office productivity tools as well as our May 2016 acquisition of Softmart. Sales of servers and net/com products increased by 21% and 22%, respectively, as large enterprises increased IT investments to transform their workplace.

 

·

Net sales for the Public Sector Solutions segment increased as a result of sales growth to the federal government and to state and local government and educational customers. Sales to federal government customers grew by 12% in part due to higher sales of desktops made under federal government contracts. Sales to state and local government and educational institutions increased by 2% due to modest sales growth across all its markets.

 

Gross profit for 2017 increased year-over-year in dollars and as a percentage of net sales (gross margin), as explained below:

 

·

Gross profit for the Business Solutions segment increased as lower invoice selling margins were offset by higher net sales.  Invoice selling margins decreased year over year by 74 basis points due to lower vendor funding and a shift in both client and product mix, which included increased sales of lower-margin client devices.  We also receive agency fees from suppliers for certain software and hardware sales which are recorded as revenue with no corresponding cost of goods sold, and accordingly such fees have a positive impact on gross margin.  A 30 basis-point increase in these agency revenues partially offset the decrease in invoice selling margins.

 

·

Gross profit for the Enterprise Solutions segment increased as lower invoice selling margins were offset by an increase in net sales.  Invoice selling margins decreased by 62 basis points due to a hyper-competitive marketplace.  This margin decrease was offset by higher agency revenues (12 basis points).

 

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·

Gross profit for the Public Sector Solutions segment decreased due to a decrease in gross margin.  Invoice selling margins decreased by 121 basis points due to a hyper-competitive marketplace.

 

Selling, general and administrative expenses in 2017 increased in dollars but decreased as a percentage of net sales compared to the prior year.  SG&A expenses attributable to our three operating segments and the remaining unallocated Headquarters/Other group expenses are summarized below (dollars in millions):   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

    

% of Net

    

 

 

    

% of Net

    

%

 

 

 

Amount (1)

 

Sales (1)

 

Amount (1)

 

Sales (1)

 

Change

 

Business Solutions

 

$

136.7

 

11.8

%  

$

130.3

 

11.9

%  

4.9

%

Enterprise Solutions

 

 

88.2

 

7.8

 

 

86.6

 

8.6

 

1.8

 

Public Sector Solutions

 

 

64.0

 

10.3

 

 

60.6

 

10.3

 

5.6

 

Headquarters/Other, unallocated

 

 

12.0