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):  May 6, 2021
 
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 May 6, 2021, PC Connection, Inc. announced its financial results for the quarter ended March 31, 2021.  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
 
Exhibit No.          Description
 
99.1                      Press Release issued by PC Connection, Inc. on May 6, 2021.
 
                             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:  May 6, 2021
PC CONNECTION, INC.
 
     

By:
/s/ Thomas C. Baker
 
   
Thomas C. Baker
Senior Vice President, Chief Financial Officer & Treasurer

Exhibit 99.1



Connection (CNXN) Reports First Quarter 2021 Results

FIRST QUARTER SUMMARY:

  • Gross profit: $100.5 million, down 11.1% y/y
  • Net income: $10.2 million, down 31.6% y/y
  • Diluted EPS: $0.39, compared to $0.56 y/y

MERRIMACK, N.H.--(BUSINESS WIRE)--May 6, 2021--Connection (PC Connection, Inc.; NASDAQ: CNXN), a leading information technology solutions provider to business, government, and education markets, today announced results for the first quarter ended March 31, 2021.

“We experienced solid demand in Q1 in all of our business segments, which drove backlog to record levels -- and we believe this strong demand will continue through 2021 as the economy continues to improve. However, pandemic-driven supply chain disruptions affected our entire industry and have impacted our Q1 results. We are working closely with suppliers and customers to address these challenges. We also remain confident that the steps we took in 2020 have put us in a better position to capitalize on our opportunities, and to deliver for our shareholders over the course of 2021 and beyond,” said Tim McGrath, President and CEO of Connection.

McGrath continued, “We want to thank our committed team for all they do to meet the needs of our customers, especially during this challenging time.”

Net sales for the quarter ended March 31, 2021 decreased by 10.5% to $636.9 million, compared to $711.9 million for the prior year quarter. The reduction in revenue year over year is primarily due to the supply chain constraints in the Enterprise segment. Net income for the quarter ended March 31, 2021 decreased by 31.6% to $10.2 million, or $0.39 per diluted share, compared to net income of $14.9 million, or $0.56 per diluted share, for the prior year quarter.

Earnings before interest, taxes, depreciation and amortization, adjusted for stock-based compensation expense and restructuring and other charges (“Adjusted EBITDA”) totaled $84.4 million for the twelve months ended March 31, 2021, compared to $130.9 million for the twelve months ended March 31, 2020.1


Quarterly Highlights

  • We experienced another record quarter in our notebook and other mobility solutions product category. In addition to continued workplace transformation growth as a result of work-from-anywhere demand we also experienced strength in our Chromebook business within K-12.
  • Our Manufacturing vertical market had another impressive quarter with 30.5% year-over-year revenue growth.
  • Overall services revenue grew year-over-year. We achieved Microsoft Advanced Specialization in Windows and SQL Server Migrations to Azure. We experienced steady demand and growth for advanced technologies, data center, cloud, and remote support as customers continue to transform and enable their long-term hybrid workforce.
  • We launched Connection Cares, our company social responsibility program. Building on Connection’s inclusive culture and longstanding history of employee volunteerism, this initiative formalizes the company’s community engagement, sustainability, and diversity and inclusion efforts into one cohesive program.

Quarterly Performance by Segment:

  • Net sales for the Business Solutions segment decreased by 11.6% to $246.3 million in the first quarter of 2021, compared to $278.8 million in the prior year quarter. Gross profit decreased by 9.8% to $47.4 million in the first quarter of 2021, compared to $52.5 million in the prior year quarter. Gross margin increased by 40 basis points to 19.2% primarily due to an increase in cloud-based and security software, which are recognized on a net basis.
  • Net sales for the Public Sector Solutions segment increased by 25.7% to $125.3 million in the first quarter of 2021, compared to $99.6 million in the prior year quarter. Sales to state and local government and educational institutions increased by 13.2%, compared to the prior year quarter, while sales to the federal government increased by 72.6%. Gross profit increased by 8.6% to $15.6 million in the first quarter of 2021, compared to $14.4 million in the prior year quarter. Gross margin decreased by 197 basis points to 12.5%.
  • Net sales for the Enterprise Solutions segment decreased by 20.4% to $265.3 million in the first quarter of 2021, compared to $333.4 million in the prior year quarter. Gross profit decreased by 18.8% to $37.5 million in the first quarter of 2021, compared to $46.2 million in the prior year quarter. Gross margin increased by 28 basis points to 14.1% primarily due to an increase in cloud-based and security software, which are recognized on a net basis.

Quarterly Sales by Product Mix:

  • Notebook/mobility sales, the Company’s largest product category, increased by 17% year over year and accounted for 37% of net sales in the first quarter of 2021, compared to 28% of net sales in the first quarter of 2020. The increase in this product category was due to the continued work-from-home trend.
  • Accessories sales decreased by 37% year over year and accounted for 13% of net sales in the first quarter of 2021, compared to 18% of net sales in the first quarter of 2020.
  • Software sales decreased by 19% year over year and accounted for 9% of net sales in the first quarter of 2021, compared to 10% in the first quarter of 2020. The reduction in software revenue is entirely due to an increase in security and cloud-based software recognized on a net basis.
  • Desktop sales decreased by 24% year over year and accounted for 9% of net sales in the first quarter of 2021, compared to 11% of net sales in the first quarter of 2020.

Selling, general and administrative (“SG&A”) expenses decreased in the first quarter of 2021 to $86.4 million from $92.5 million in the prior year quarter. SG&A as a percentage of net sales, was 13.6%, compared to 13.0% in the prior year quarter. The decrease in SG&A was primarily due to a decrease in variable compensation due to the lower level of gross profit and a decrease in bad debt expense.

Cash and cash equivalents were $92.3 million at March 31, 2021, compared to $95.7 million at December 31, 2020. In January 2021, we paid a $0.32 per share special dividend to shareholders, which totaled $8.4 million.

Conference Call and Webcast

Connection will host a conference call and live web cast today, May 6, 2021 at 4:30 p.m. ET to discuss its first quarter financial results. To access the conference call (audio only), please dial 866-436-9172 (US) or 630-691-2760 (International) and enter the confirmation number 50157917. 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 is a non-GAAP financial measure. This measure is 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, 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 March 31,

2021


2020


 









%

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

Change










 
Operating Data:








Net sales

 $

    636,892

 




 $

    711,850

 




  (11

%)

Diluted earnings per share

 $

         0.39

 




 $

         0.56

 




  (30

%)










 
Gross margin

 

15.8

%




 

15.9

%





Operating margin

 

2.2

%




 

2.9

%





Return on equity (1)

 

8.2

%




 

14.6

%














 
Inventory turns

 

               17

 




 

               21

 





Days sales outstanding

 

               74

 




 

               58

 














 

% of 


% of 



Product Mix: Net Sales


Net Sales



Notebooks/Mobility

 

37

%




 

28

%





Accessories

 

               13

 




 

               18

 





Software

 

                 9

 




 

               10

 





Desktops

 

                 9

 




 

               11

 





Displays

 

                 9

 




 

                 8

 





Net/Com Products

 

                 8

 




 

                 8

 





Servers/Storage

 

                 7

 




 

                 8

 





Other Hardware/Services

 

                 8

 




 

                 9

 





Total Net Sales

 

100

%




 

100

%














 









 
Stock Performance Indicators:








Actual shares outstanding

 

        26,175

 




 

        26,101

 





Total book value per share

$

24.74

 




$

23.09

 





Tangible book value per share

$

21.67

 




$

19.96

 





Closing price

$

46.39

 




$

41.21

 





Market capitalization

$

1,214,258

 




$

1,075,622

 





Trailing price/earnings ratio

 

            23.8

 




 

            13.0

 





LTM Adjusted EBITDA (2)

$

84,395

 




$

130,883

 





Adjusted market capitalization/LTM Adjusted EBITDA (3)

 

            13.3

 




 

              7.4

 














 
 (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 March 31,

2021


2020




 Net
  Gross 
  Net

  Gross



(amounts in thousands) Sales   Margin
Sales    Margin








 

Enterprise Solutions

 $

    265,285

 


14.1

%


 $

    333,418

 


13.9

%



Business Solutions

 

      246,334

 


      19.2

 


 

       278,785

 


  18.8

 



Public Sector Solutions

 

      125,273

 


      12.5

 


 

        99,647

 


  14.5

 



Total

 $

    636,892

 


15.8

%


 $

    711,850

 


15.9

%




CONDENSED CONSOLIDATED STATEMENTS OF INCOME        
        Three Months Ended March 31,
(amounts in thousands, except per share data)


2021


2020







 
Net sales


 $

               636,892

 


 $

        711,850

 

Cost of sales


 

                  536,372

 


 

          598,732

 

Gross profit


 

                  100,520

 


 

          113,118

 







 
Selling, general and administrative expenses


 

                   86,400

 


 

            92,468

 

Income from operations


 

                   14,120

 


 

            20,650

 







 
Other income/(expense), net


 

                          (7

)


 

                   92

 

Income tax provision


 

                    (3,929

)


 

             (5,846

)

Net income


 $

                 10,184

 


 $

         14,896

 







 
Earnings per common share:





Basic


 $

                    0.39

 


 $

             0.57

 

Diluted


 $

                    0.39

 


 $

             0.56

 







 
Shares used in the computation of earnings per common share:



Basic


 

                   26,172

 


 

            26,236

 

Diluted


 

                   26,360

 


 

            26,421

 


              March 31,   December 31,
CONDENSED CONSOLIDATED BALANCE SHEETS    

2021


2020

(amounts in thousands)

















 
ASSETS








Current Assets:








Cash and cash equivalents 





 $

             92,257

 


 $

            95,655

 

Accounts receivable, net





 

              554,696

 


 

             611,021

 

Inventories, net





 

              140,534

 


 

             140,867

 

Prepaid expenses and other current assets




 

                15,364

 


 

               11,437

 

Total current assets





 

              802,851

 


 

             858,980

 

Property and equipment, net





 

                61,592

 


 

               61,537

 

Right-of-use assets, net





 

                11,857

 


 

               12,821

 

Goodwill





 

                73,602

 


 

               73,602

 

Intangibles assets, net





 

                  6,783

 


 

                 7,088

 

Other assets





 

                  1,701

 


 

                 1,345

 

Total Assets





 $

           958,386

 


 $

       1,015,373

 










 
LIABILITIES AND STOCKHOLDERS’ EQUITY







Current Liabilities:








Accounts payable





 $

           206,542

 


 $

          266,846

 

Accrued payroll





 

                18,171

 


 

               17,828

 

Accrued expenses and other liabilities





 

                50,231

 


 

               57,586

 

Total current liabilities





 

              274,944

 


 

             342,260

 

Deferred income taxes





 

                18,525

 


 

               18,525

 

Operating lease liability





 

                  8,792

 


 

                 9,631

 

Other liabilities





 

                  8,630

 


 

                 8,630

 

Total Liabilities





 

              310,891

 


 

             379,046

 

Stockholders’ Equity:








Common stock





 

                     289

 


 

                   289

 

Additional paid-in capital





 

              120,875

 


 

             119,891

 

Retained earnings





 

              572,268

 


 

             562,084

 

Treasury stock at cost





 

               (45,937

)


 

             (45,937

)

Total Stockholders’ Equity





 

              647,495

 


 

             636,327

 

Total Liabilities and Stockholders’ Equity




 $

           958,386

 


 $

       1,015,373

 


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        
          Three Months Ended March 31,
(amounts in thousands)



2021


2020

Cash Flows from Operating Activities:






Net income



 $

            10,184

 


 $

                14,896

 

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



Depreciation and amortization



 

                3,165

 


 

                     3,147

 

Adjustments to credit losses reserve



 

                    (70

)


 

                     2,833

 

Stock-based compensation expense



 

                1,066

 


 

                        624

 








 
Changes in assets and liabilities:






Accounts receivable



 

               54,895

 


 

                   61,477

 

Inventories



 

                   333

 


 

                  (12,319

)

Prepaid expenses and other current assets



 

               (3,927

)


 

                    (3,300

)

Other non-current assets



 

                  (356

)


 

                        (98

)

Accounts payable



 

             (60,862

)


 

                  (15,499

)

Accrued expenses and other liabilities



 

                1,534

 


 

                    (7,205

)

Net cash provided by operating activities



 

                5,962

 


 

                   44,556

 








 
Cash Flows from Investing Activities:






Purchases of equipment and capitalized software



 

               (2,403

)


 

                    (4,595

)

Proceeds from life insurance



 

                1,500

 


 

                          -

 

Net cash used in investing activities



 

                  (903

)


 

                    (4,595

)








 
Cash Flows from Financing Activities:






Purchase of treasury shares



 

                      -

 


 

                  (10,222

)

Dividend payment



 

               (8,375

)


 

                    (8,427

)

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

 

                    (82

)


 

                        (49

)

Net cash used in financing activities



 

               (8,457

)


 

                  (18,698

)

(Decrease) increase in cash and cash equivalents



 

               (3,398

)


 

                   21,263

 

Cash and cash equivalents, beginning of period



 

               95,655

 


 

                   90,060

 

Cash and cash equivalents, end of period



 $

            92,257

 


 $

              111,323

 








 
Non-cash Investing Activities:






Accrued capital expenditures



 $

                714

 


 $

                  1,237

 








 
Supplemental Cash Flow Information:






Income taxes paid



 $

                261

 


 $

                     369

 


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 March 31,
LTM Ended March 31, (1)


2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Net income

 $

10,184


 $

14,896


  (32

%)


 $

  51,053


 $

   84,280


  (39

%)

Depreciation and amortization

 

     3,165


 

     3,147


 1

%


 

     13,622


 

     12,752


 7

%

Income tax expense

 

     3,929


 

     5,846


  (33

%)


 

     15,514


 

     31,534


  (51

%)

Interest expense

 

          24


 

          26


  (8

%)


 

          105


 

            99


 6

%

EBITDA

 

   17,302


 

   23,915


  (28

%)


 

     80,294


 

    128,665


  (38

%)

Restructuring and other charges (2)

 

          -  


 

          -  


 0

%


 

          992


 

            -  


100

%

Stock-based compensation

 

     1,066


 

        624


 71

%


 

       3,109


 

       2,218


 40

%

Adjusted EBITDA

 $

18,368


 $

24,539


  (25

%)


 $

  84,395


 $

130,883


  (36

%)

(1) LTM:  Last twelve months











(2) Restructuring and other charges in 2020 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