UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  November 9, 2020
 
PC Connection, Inc.
(Exact name of registrant as specified in charter)

 
Delaware
0-23827
02-0513618
(State or other juris-
diction of incorporation
(Commission
File Number)
(IRS Employer
Identification No.)

 

730 Milford Road
Merrimack, New Hampshire
03054
(Address of principal executive offices)
(Zip Code)

 
Registrant’s telephone number, including area code:  (603) 683-2000
 
N/A
(Former name or former address, if changed since last report)

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 

Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
 
 
 
 

Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
 
 
 
 

Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock
CNXN
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02.  Results of Operations and Financial Condition
 
On November 9, 2020, PC Connection, Inc. announced its financial results for the quarter ended September 30, 2020.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 

Item 9.01.  Financial Statements and Exhibits
 
 
(d)
Exhibits
 
       
   
The following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:
     
   
Exhibit No.
Description
       
   
       
 
.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
Date:  November 9, 2020
PC CONNECTION, INC.
 
       
  By:
/s/ Thomas C. Baker  
    Thomas C. Baker  
   
Senior Vice President, Chief Financial Officer & Treasurer
 


Exhibit 99.1

Connection (CNXN) Reports Third Quarter 2020 Results

THIRD QUARTER SUMMARY:

  • Gross profit: $107.8 million, down 9.3% y/y
  • Net income: $16.9 million, down 28.7% y/y
  • Diluted EPS: $0.64, compared to $0.90 y/y
  • Cash balance: $108.1 million

 

MERRIMACK, N.H.--(BUSINESS WIRE)--November 9, 2020--Connection (PC Connection, Inc.; NASDAQ: CNXN), a leading information technology solutions provider to business, government, and education markets, today announced results for the third quarter ended September 30, 2020.

“While clearly not yet at pre-COVID-19 levels, business activity continues to improve as reflected in a substantially better Q3 performance compared with our second quarter, “said Tim McGrath, President and CEO of Connection. “In particular, we benefitted during the quarter from growing demand for digital ecommerce platforms, software subscriptions, managed services and security.”

McGrath continued, “I am proud of, and grateful to, our people who continue to work hard helping customers navigate the challenges brought about by the pandemic. The steps we have taken to stabilize and strengthen our business during this time have enhanced our ability to deliver even better service for customers and drive profitable growth for shareholders.”

Net sales for the quarter ended September 30, 2020 decreased by 10.5% to $652.8 million, compared to $729.4 million for the prior year quarter. The reduction in revenue year over year is primarily due to the continuing impact of the COVID-19 pandemic, which resulted in lower demand from customers and had an adverse impact on our business. Net income for the third quarter ended September 30, 2020 decreased by 28.7% to $16.9 million, or $0.64 per diluted share, compared to net income of $23.7 million, or $0.90 per diluted share, for the prior year quarter.

Net sales for the nine months ended September 30, 2020 decreased by 9.0% to $1.9 billion, compared to $2.1 billion for the nine months ended September 30, 2019. Net income for the nine months ended September 30, 2020 decreased by 34.4% to $39.5 million, or $1.50 per diluted share, compared to net income of $60.1 million, or $2.27 per diluted share, for the nine months ended September 30, 2019.

Earnings before interest, taxes, depreciation and amortization, adjusted for stock-based compensation expense and restructuring and other charges (“Adjusted EBITDA”) totaled $99.3 million for the twelve months ended September 30, 2020, compared to $129.0 million for the twelve months ended September 30, 2019. 1


During the third quarter, the Company recorded certain out-of-period adjustments, related primarily to the Business Solutions segment, which increased net sales, gross profit and net income for the third quarter ended September 30, 2020 by $0.9 million, $4.2 million, and $3.0 million, respectively. The Company has determined that these out-of-period adjustments were not material to any previously issued financial statements or for the third quarter where they were corrected.

Quarterly Highlights

  • We saw strong demand in our Retail vertical market. Our industry expertise is a differentiator to our customers looking to transform their businesses to adapt to current market conditions.
  • Our State and Local business grew nearly 10%, as higher education continues to evolve to a hybrid environment of classroom and online learning.
  • In Healthcare, we are working with our customers to optimize their infrastructure following the first and second waves of the COVID-19 virus. Our healthcare revenue this quarter matched last year’s levels.
  • We saw strong demand for software as a service, and we expect continued growth in this area for workplace transformation, cloud, security and business resiliency solutions through our Technology Solutions Group (“TSG”). TSG delivers comprehensive technology solutions to our customers through a combination of advanced consulting and industry-leading brands.

Quarterly Performance by Segment:

  • Net sales for the Business Solutions segment decreased by 15.6% to $231.0 million in the third quarter of 2020, compared to $273.8 million in the prior year quarter. Gross profit decreased by 10.7% to $46.6 million in the third quarter of 2020, compared to $52.1 million in the prior year quarter. Gross margin increased by 112 basis points to 20.2% primarily due to an increase in sales of cloud-based and security software, which are recognized on a net basis.
  • Net sales for the Public Sector Solutions segment decreased by 8.7% to $162.0 million in the third quarter of 2020, compared to $177.4 million in the prior year quarter. Sales to the federal government decreased by 46.3%, compared to the prior year quarter, while sales to state and local government and educational institutions increased by 9.9%. Gross profit decreased by 7.4% to $22.8 million in the third quarter of 2020, compared to $24.6 million in the prior year quarter. Gross margin increased by 20 basis points to 14.1% primarily due to an increase in sales of cloud-based and security software, which are recognized on a net basis.
  • Net sales for the Enterprise Solutions segment decreased by 6.7% to $259.8 million in the third quarter of 2020, compared to $278.3 million in the prior year quarter. Gross profit decreased by 8.7% to $38.4 million in the third quarter of 2020, compared to $42.1 million in the prior year quarter. Gross margin decreased by 33 basis points to 14.8% primarily due to changes in customer and hardware product mix.

Quarterly Sales by Product Mix:

  • Notebook/mobility sales, the Company’s largest product category, decreased by 8% year over year and accounted for 31% of net sales in the third quarter of 2020, compared to 30% of net sales in the third quarter of 2019.
  • Accessories sales decreased by 5% year over year and accounted for 13% of net sales in the third quarter of 2020, compared to 12% of net sales in the third quarter of 2019.
  • Software sales decreased by 2% year over year and accounted for 12% of net sales in the third quarter of 2020, compared to 11% of net sales in the third quarter of 2019. Software revenue recognized on a net basis, such as, cloud-based software offerings, continues to grow rapidly.
  • Desktop sales decreased by 31% year over year and accounted for 10% of net sales in the third quarter of 2020, compared to 13% of net sales in the third quarter of 2019.

Selling, general and administrative (“SG&A”) expenses increased in the third quarter of 2020 to $86.8 million from $86.2 million in the prior year quarter. SG&A as a percentage of net sales, was 13.3%, compared to 11.8% in the prior year quarter. The increase in SG&A was primarily due to an increase in costs associated with our new ERP system that went live in the second quarter. These costs were related to adjustments and process improvement initiatives that will continue in the fourth quarter, but at a lower level than experienced in the third quarter of 2020.

Cash and cash equivalents were $108.1 million at September 30, 2020, compared to $90.1 million at December 31, 2019.

Conference Call and Webcast

Connection will host a conference call and live web cast today, November 9, 2020 at 4:30 p.m. ET to discuss its third quarter financial results. To access the conference call (audio only), please dial 877-776-4016 (US) or 973-638-3231 (International). A web-cast of the conference call, which will be broadcast live via the Internet, and a copy of this press release, can be accessed on Connection’s website at ir.connection.com. For those unable to participate in the live call, a replay of the webcast will be available at ir.connection.com approximately 90 minutes after the completion of the call and will be accessible on the site for approximately one year.

Non-GAAP Financial Information

Adjusted EBITDA, Adjusted EPS and Adjusted Net Income are non-GAAP financial measures. These measures are included to provide additional information with respect to the Company’s operating performance and earnings. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. Our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation to the most directly comparable GAAP measure is available in the tables at the end of this release.


About Connection

PC Connection, Inc. and its subsidiaries, dba Connection, (www.connection.com; NASDAQ: CNXN) is a Fortune 1000 company headquartered in Merrimack, NH. With offices throughout the United States, Connection delivers custom-configured computer systems overnight from its ISO 9001:2015 certified technical configuration lab at its distribution center in Wilmington, OH. In addition, the Company has over 2,500 technical certifications to ensure that it can solve the most complex issues of its customers. Connection also services international customers through its GlobalServe subsidiary, a global IT procurement and service management company. Investors and media can find more information about Connection at http://ir.pcconnection.com.

Connection–Business Solutions (800.800.5555) is a rapid-response provider of IT products and services serving primarily the small-and medium-sized business sector. It offers more than 425,000 brand-name products through its staff of technically trained sales account managers, publications, and its website at www.connection.com.

Connection–Enterprise Solutions (561.237.3300), www.connection.com/enterprise, provides corporate technology buyers with best-in-class IT solutions, in-depth IT supply-chain expertise, and access to over 425,000 products and 1,600 vendors through TRAXX™, a proprietary cloud-based eProcurement system. The team’s engineers, software licensing specialists, and project managers help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.

Connection–Public Sector Solutions (800.800.0019), is a rapid-response provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, publications, and online at www.connection.com/publicsector.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements that are based on currently available information, operating plans, and projections about future events and trends. Terms such as "believe," "expect," "intend," "plan," "estimate," "anticipate," "may," "should," "will," or similar statements or variations of such terms are intended to identify forward-looking statements, although not all forward-looking statements include such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the continuation of the COVID-19 pandemic and responses to it, the impact of changes in market demand and the overall level of economic activity and environment, or in the level of business investment in information technology products, product availability and market acceptance, new products, continuation of key vendor and customer relationships and support programs, the ability to realize market demand for and competitive pricing pressures on the products and services marketed by the Company, fluctuations in operating results and the ability of the Company to manage personnel levels in response to fluctuations in revenue, the ability of the Company to hire and retain qualified sales representatives and other essential personnel, the impact of changes in accounting requirements, successful integration of the new ERP system, and other risks detailed in the Company's filings with the Securities and Exchange Commission, including under the caption "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2019 as updated in the Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarterly period ended September 30, 2020. The Company assumes no obligation to update the information in this press release or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise, except as required by law.

1 Adjusted EBITDA is a non-GAAP measure. See page 10 for the definition and reconciliation.











 
CONSOLIDATED SELECTED FINANCIAL INFORMATION








At or for the Three Months Ended September 30,

2020


2019












%

(Amounts and shares in thousands, except operating data, P/E ratio, and per share data)







Change










 
Operating Data:








Net sales

$

652,752




$

729,410




(11%)

Diluted earnings per share

$

0.64




$

0.90




(29%)










 
Gross margin

 

16.5%




 

16.3%





Operating margin

 

3.2%




 

4.5%





Return on equity (1)

 

10.2%




 

15.0%














 
Inventory turns

 

15




 

16





Days sales outstanding

 

73




 

52














 

% of


% of



Product Mix: Net Sales


Net Sales



Notebooks/Mobility

 

31%




 

30%





Accessories

 

13




 

12





Software

 

11




 

11





Desktops

 

10




 

13





Net/Com Products

 

10




 

7





Servers/Storage

 

9




 

8





Displays

 

8




 

10





Other Hardware/Services

 

8




 

9





Total Net Sales

 

100%




 

100%














 









 
Stock Performance Indicators:








Actual shares outstanding

 

26,142




 

26,316





Total book value per share

$

24.03




$

22.16





Tangible book value per share

$

20.94




$

19.04





Closing price

$

41.06




$

38.90





Market capitalization

$

1,073,391




$

1,023,692





Trailing price/earnings ratio

 

17.7




 

12.7





LTM Adjusted EBITDA (2)

$

99,291




$

128,971





Adjusted market capitalization/LTM Adjusted EBITDA (3)

 

9.7




 

7.2





(1) Calculated as the trailing twelve months' of net income divided by the average trailing twelve months' of equity.
(2) Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for stock-based compensation and restructuring and other related charges.
(3) Adjusted market capitalization is defined as gross market capitalization less cash balance.









 
REVENUE AND MARGIN INFORMATION






For the Three Months Ended September 30,

2020


2019


Net
Gross
Net
Gross
(amounts in thousands) Sales
Margin
Sales
Margin







 
Enterprise Solutions

$ 259,767


14.8%


$ 278,295


15.1%

Business Solutions

230,985


20.2


273,756


19.0

Public Sector Solutions

162,000


14.1


177,359


13.9

Total

$ 652,752


16.5%


$ 729,410


16.3%








 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME













Three Months Ended September 30,
Nine Months Ended September 30,
(amounts in thousands, except per share data)


2020


2019


2020


2019











 
Net sales


$ 652,752


$ 729,410


$ 1,914,603


$ 2,103,407

Cost of sales


544,922


610,547


1,604,656


1,768,210

Gross profit


107,830


118,863


309,947


335,197











 
Selling, general and administrative expenses


86,753


86,226


256,640


252,125

Restructuring and other charges


-


-


992


703

Income from operations


21,077


32,637


52,315


82,369











 
Other income/(expense), net


(17)


62


80


444

Income tax provision


(4,130)


(8,949)


(12,926)


(22,668)

Net income


$ 16,930


$ 23,750


$ 39,469


$ 60,145











 
Earnings per common share:









Basic


$ 0.65


$ 0.90


$ 1.51


$ 2.28

Diluted


$ 0.64


$ 0.90


$ 1.50


$ 2.27











 
Shares used in the computation of earnings per common share:









Basic


26,130


26,323


26,158


26,339

Diluted


26,311


26,479


26,337


26,496











 










 







September 30,
December 31,
CONDENSED CONSOLIDATED BALANCE SHEETS




2020


2019

(amounts in thousands)

















 
ASSETS








Current Assets:








Cash and cash equivalents





$ 108,051


$ 90,060

Accounts receivable, net





588,960


549,626

Inventories, net





134,689


124,666

Income taxes receivable





-


1,388

Prepaid expenses and other current assets





12,016


10,671

Total current assets





843,716


776,411

Property and equipment, net





63,189


64,226

Right-of-use assets, net





13,768


13,842

Goodwill





73,602


73,602

Intangibles assets, net





7,393


8,307

Other assets





1,666


947

Total Assets





$ 1,003,334


$ 937,335










 
LIABILITIES AND STOCKHOLDERS’ EQUITY








Current Liabilities:








Accounts payable





$ 283,163


$ 235,641

Accrued payroll





20,200


28,050

Accrued expenses and other liabilities





34,997


45,232

Total current liabilities





338,360


308,923

Deferred income taxes





20,170


20,170

Operating lease liability





10,579


10,330

Other liabilities





5,948


600

Total Liabilities





375,057


340,023

Stockholders’ Equity:








Common stock





289


288

Additional paid-in capital





119,762


118,045

Retained earnings





554,163


514,694

Treasury stock at cost





(45,937)


(35,715)

Total Stockholders’ Equity





628,277


597,312

Total Liabilities and Stockholders’ Equity





$ 1,003,334


$ 937,335










 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS














Three Months Ended September 30,
Nine Months Ended September 30,
(amounts in thousands)



 

2020


 

2019


 

2020


 

2019

Cash Flows from Operating Activities:










Net income



$

16,930


$

23,750


$

39,469


$

60,145

Adjustments to reconcile net income to net cash provided by (used in) operating activities:









Depreciation and amortization



 

3,833


 

3,107


 

10,335


 

10,184

Provision for doubtful accounts



 

(351)


 

527


 

3,276


 

181

Stock-based compensation expense



 

618


 

426


 

1,866


 

1,259

Deferred income taxes



 

-


 

-


 

-


 

10

Loss on disposal of fixed assets



 

-


 

(4)


 

13


 

114












 
Changes in assets and liabilities:










Accounts receivable



 

(141,893)


 

21,478


 

(42,610)


 

(31,390)

Inventories



 

30,943


 

49,826


 

(10,023)


 

(6,883)

Prepaid expenses and other current assets



 

1,434


 

229


 

43


 

3,702

Other non-current assets



 

(539)


 

88


 

(719)


 

319

Accounts payable



 

36,236


 

(61,348)


 

48,736


 

(3,167)

Accrued expenses and other liabilities



 

(3,223)


 

(1,386)


 

(3,987)


 

5,548

Net cash provided by (used in) operating activities



 

(56,012)


 

36,693


 

46,399


 

40,022












 
Cash Flows from Investing Activities:










Purchases of equipment



 

(1,397)


 

(6,744)


 

(9,611)


 

(20,621)

Net cash used in investing activities



 

(1,397)


 

(6,744)


 

(9,611)


 

(20,621)












 
Cash Flows from Financing Activities:










Dividend payment



 

-


 

-


 

(8,427)


 

(8,452)

Purchase of treasury shares



 

-


 

(862)


 

(10,222)


 

(4,363)

Issuance of stock under Employee Stock Purchase Plan



 

-


 

-


 

536


 

609

Payment of payroll taxes on stock-based compensation through shares withheld


 

(483)


 

(337)


 

(684)


 

(409)

Net cash used in financing activities



 

(483)


 

(1,199)


 

(18,797)


 

(12,615)

Increase (decrease) in cash and cash equivalents



 

(57,892)


 

28,750


 

17,991


 

6,786

Cash and cash equivalents, beginning of period



 

165,943


 

69,739


 

90,060


 

91,703

Cash and cash equivalents, end of period



$

108,051


$

98,489


$

108,051


$

98,489












 
Non-cash Investing Activities:










Accrued capital expenditures



$

248


$

1,684


 

248


 

1,684












 
Supplemental Cash Flow Information:










Income taxes paid



$

12,716


$

7,009


$

13,798


$

18,972












 

EBITDA AND ADJUSTED EBITDA

A reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP measure is detailed below. Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for restructuring and other charges, and stock-based compensation. Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either includes or excludes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance including our ability to fund our future capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. Our non-GAAP financial measures may not be comparable to other similar titled measures of other companies.

(amounts in thousands)

Three Months Ended September 30,

 

LTM Ended September 30, (1)



2020

 

2019

 

% Change

 

2020

 

2019

 

% Change

Net income

$ 16,930


$ 23,750


(29%)


$ 61,435


$ 81,445


(25%)

Depreciation and amortization

3,833


3,107


23%


13,465


13,885


(3%)

Income tax expense

4,130


8,949


(54%)


20,826


30,251


(31%)

Interest expense

25


28


(11%)


103


119


(13%)

EBITDA

24,918


35,834


(30%)


95,829


125,700


(24%)

Restructuring and other charges (2)

-


-


100%


992


1,670


(41%)

Stock-based compensation

618


426


45%


2,470


1,601


54%

Adjusted EBITDA

$ 25,536


$ 36,260


(30%)


$ 99,291


$ 128,971


(23%)

(1) LTM: Last twelve months
(2) Restructuring and other charges in both 2020 and 2019 consist of severance and other charges related to internal restructuring activities.


ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE

A reconciliation from Net Income to Adjusted Net Income is detailed below. Adjusted Net Income is defined as Net Income plus restructuring and other charges, net of tax. Adjusted Net Income and Adjusted Earnings Per Share are considered non-GAAP financial measures (see note above in Adjusted EBITDA for a description of non-GAAP financial measures). The Company believes that these non-GAAP disclosures provide helpful information with respect to the Company's operating performance.

(amounts in thousands, except per share data)

Three Months Ended September 30,

 

Nine Months Ended September 30,




2020

 

2019

 

% Change

 

2020

 

2019

 

% Change


Net income

$ 16,930


$ 23,750




$ 39,469


$ 60,145




Restructuring and other charges, net of tax (1)

-


-




747


510




Adjusted Net Income

$ 16,930


$ 23,750


-29%


$ 40,216


$ 60,655


-34%


Diluted shares

26,311


26,479




26,337


26,496




Adjusted Diluted Earnings per Share

$ 0.64


$ 0.90


-28%


$ 1.53


$ 2.29


-33%















 
(1) Restructuring and other charges in both 2020 and 2019 consist of severance and other charges related to internal restructuring activities.

 

Contacts

Investor Relations:
Thomas Baker, 603.683.2505
Senior Vice President, CFO, and Treasurer
tom@connection.com