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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): October 26, 2006
PC Connection, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-23827 02-0513618
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(State or other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification No.)
Rt. 101A, 730 Milford Road 03054
Merrimack, NH
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 683-2000
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On October 26, 2006, PC Connection, Inc. announced its financial results
for the quarter ended September 30, 2006. The full text of the press release
issued in connection with the announcement is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be
furnished, and not filed:
99.1 Press Release issued by PC Connection, Inc. on October 26,
2006.
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: October 26, 2006 PC CONNECTION, INC.
By: /s/ Jack Ferguson
-------------------------------------
Jack Ferguson
Senior Vice President, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release issued by PC Connection, Inc. on October
26, 2006.
Exhibit 99.1
PC Connection, Inc. Reports Third Quarter Results
Company Continues Record Quarterly Sales; Earnings Per Share
Double
MERRIMACK, N.H.--(BUSINESS WIRE)--Oct. 26, 2006--PC Connection,
Inc. (NASDAQ: PCCC)
THIRD QUARTER HIGHLIGHTS:
-- Net sales: $415 million, 11.9% growth year over year
-- Gross profit margin: 12.3%, up in all business segments
-- Net income: $4.4 million, 128% increase year over year
-- Diluted earnings per share: $.17, compared to $.08 in Q3 2005
PC Connection, Inc. (NASDAQ: PCCC) achieved record quarterly sales
and increased earnings per share 112% year over year in the quarter
ended September 30, 2006.
Net sales for the three months ended September 30, 2006 increased
by $44.1 million, or 11.9%, to $415.2 million from $371.1 million for
the three months ended September 30, 2005. Net income for the quarter
was $4.4 million, or $.17 per share, compared to $1.9 million, or $.08
per share, for the corresponding prior year quarter. Changes in the
Company's income tax filing status in certain states decreased tax
expense and increased net income by $0.3 million.
"We are pleased with our strong financial results for the third
quarter of 2006. PC Connection, Inc. continues to grow through
profitable customer acquisition strategies implemented across all of
our business segments," said Patricia Gallup, Chairman and Chief
Executive Officer of PC Connection, Inc. "In addition, gross margins
improved in all of our business segments for the third consecutive
quarter, and total gross profit dollars increased 21.5% year over
year."
The three-month periods ended September 30, 2006 and 2005 included
special charges that reduced earnings and earnings per share. The
Company's subsidiary, GovConnection, Inc., has reached a tentative
settlement with the Department of Justice on the 2003 GSA audit matter
reported previously and has accrued $1.05 million in the three-month
period ended September 30, 2006 in addition to the $1.5 million that
had been accrued in prior periods. GovConnection disputed the claims
but has agreed to settle the matter without any admission of
wrongdoing or fault to avoid the expense and diversion of litigation.
GovConnection was awarded a new GSA contract in August 2004.
Had these charges not been incurred, pro forma net income for the
quarter ended September 30, 2006 would have been $5.0 million, or $.20
per share, compared to $2.5 million, or $.10 per share, for the
quarter ended September 30, 2005. A reconciliation between net income
on a GAAP basis and pro forma net income is provided in a table
immediately following the Consolidated Income Statements.
Net sales for the nine months ended September 30, 2006 increased
by $158.1 million, or 15.1%, to $1,203.8 million from $1,045.7 million
for the nine months ended September 30, 2005. The three- and
nine-month periods ended September 30, 2006 included revenue generated
by former sales representatives of Amherst Technologies who joined the
Company after our purchase of Amherst assets in October 2005. Net
income for the nine months ended September 30, 2006 was $9.2 million,
or $.36 per share, compared to $4.4 million, or $.18 per share, for
the nine months ended September 30, 2005. The nine-month periods ended
September 30, 2006 and 2005 included special charges that reduced
earnings and earnings per share. Had these charges not been recorded,
pro forma net income for the nine months ended September 30, 2006
would have been $10.6 million, or $.42 per share, compared to $5.0
million, or $.20 per share, for the nine months ended September 30,
2005.
Business Segments:
-- Net sales for the small- and medium-sized business (SMB)
segment increased by 8.8% to $221.3 million compared to the
third quarter of 2005.
-- Net sales to large account customers increased by 41.4% to
$113.7 million compared to the third quarter of 2005, due in
part to the Amherst transaction referred to above.
-- Net sales to government and education customers (the Company's
public sector segment) decreased for the quarter by 8.1% to
$80.2 million compared to the third quarter of 2005, as a
result of management's decision to focus on higher margin
sales opportunities.
Product Mix:
-- Notebooks and PDAs continued to be the Company's largest
product category, accounting for 17.4% of net sales in the
third quarter of 2006 compared to 19.4% for the corresponding
period a year ago.
-- Desktop computers and servers accounted for 13.6% of net sales
in the third quarter of 2006 compared to 13.9% of net sales
for the corresponding period a year ago.
-- Video, Imaging, and Sound accounted for 13.8% of net sales in
the third quarter of 2006 compared to 11.8% of net sales for
the corresponding period a year ago, representing a 30.8%
year-over-year growth.
-- Net/Com products grew 19.3% in the third quarter of 2006 to
8.3% of net sales due to an increase in infrastructure,
switching, and routing solutions sales.
-- Sales of accessories and other products increased 16.3% year
over year to 11.1% of net sales due to higher attachment sales
of services and companion products.
Gross profit margin, as a percentage of net sales, increased 100
basis points to 12.3% in the third quarter of 2006 from 11.3% in the
third quarter of 2005. Gross margin improved in all three business
segments due to greater vendor consideration received in the quarter
and increased service revenues and software referral fees.
Consolidated annualized productivity was largely unchanged in the
third quarter of 2006 compared to the third quarter of 2005 despite
the increase in current hires. The total number of sales
representatives increased by 93 to 678 as of September 30, 2006 from
585 as of September 30, 2005.
Total selling, general and administrative expenses for the quarter
increased year over year by $5.8 million, or 15.3%. The year-over-year
dollar increase resulted primarily from the additional operating
expenses related to the Amherst transaction, increased variable
compensation associated with higher gross profit dollars, and
incremental operating expenses associated with our new Texas sales
office.
Ms. Gallup concluded, "PC Connection's positive third quarter
results demonstrate that our talented and experienced team is focused
on successfully executing our business strategies and initiatives. We
believe our business is well-positioned to continue to grow market
share, and we are committed to making the investments and changes we
feel are necessary to improve our operating performance and enhance
long-term shareholder value."
About PC Connection, Inc.
PC Connection, Inc., a Fortune 1000 company, owns three sales
companies: PC Connection Sales Corporation, MoreDirect, Inc., and
GovConnection, Inc., headquartered in Merrimack, NH, Boca Raton, FL,
and Rockville, MD, respectively. All three companies can deliver
custom-configured computer systems overnight. Investors and media can
find more information about PC Connection, Inc. at
http://ir.pcconnection.com.
PC Connection Sales Corporation (1-800-800-5555), the original
business of PC Connection, Inc. serving the small- and medium-sized
business sector (SMB), is a rapid-response provider of information
technology (IT) products and solutions. It offers more than 130,000
brand-name products through its staff of technically trained sales
account managers and catalog telesales representatives, catalogs, and
publications, and its Web site at www.pcconnection.com. The subsidiary
serves the Apple/Macintosh community through its MacConnection
division (1-800-800-2222), which also publishes specialized catalogs
and is online at www.macconnection.com.
MoreDirect, Inc. (561-237-3300), www.moredirect.com, provides
corporate technology buyers with a comprehensive web-based
e-procurement solution and in-depth IT supply-chain expertise, serving
as a one-stop source by aggregating more than 300,000 products from
the inventories of leading IT wholesale distributors and
manufacturers. MoreDirect's TRAXX(R) system is a seamless end-to-end
interface that empowers clients to electronically source, evaluate,
compare prices, and track related technology product purchases in
real-time.
GovConnection, Inc. (1-800-800-0019) is a rapid-response provider
of IT products and solutions to federal, state, and local government
agencies and educational institutions through specialized account
managers, catalogs, and publications, and online at
www.govconnection.com.
pccc-g
"Safe Harbor" Statement Under the Private Securities Litigation
Reform Act of 1995: This release contains forward-looking statements
that are subject to risks and uncertainties, including, but not
limited to, the impact of changes in market demand and the overall
level of economic activity, or in the level of business investment in
information technology products, competitive products and pricing,
product availability and market acceptance, new products, fluctuations
in operating results, and the ability of the Company to hire and
retain essential personnel, and other risks detailed under the caption
"Risk Factors" in the Company's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended June
30, 2006. More specifically, the statements in this release concerning
the Company's outlook for 2006 and the statements concerning the
Company's gross margin percentage, productivity, and selling and
administrative costs and other statements of a non-historical basis
(including statements regarding implementing strategies for future
growth, the ability of the Company to improve sales productivity and
increase its active customers) are forward-looking statements that
involve certain risks and uncertainties. Such risks and uncertainties
include the ability to realize market demand for and competitive
pricing pressures on the products and services marketed by the
Company, the continued acceptance of the Company's distribution
channel by vendors and customers, continuation of key vendor and
customer relationships and support programs and the ability of the
Company to hire and retain qualified sales representatives and other
essential personnel. 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.
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CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
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At or for the Three Months
Ended September 30, 2006 2005
- -------------------------------------------- -------------------------
(Dollars and shares in
thousands, except
operating data, % of % of
price/earnings ratio, and Net Net %
per share data) Sales Sales Change
- -------------------------------------------- -------------------------
Operating Data:
Net sales $415,213 $371,124 11.9%
Diluted earnings per
share $0.17 $0.08
Gross profit margin 12.3% 11.3%
Operating margin 1.6 1.0
Return on equity (1) 9.8 4.6
Catalogs distributed 3,641,000 5,525,000 -34.1%
Orders entered (2) 381,700 350,600 8.9%
Average order size (2) $1,295 $1,261 2.7%
Inventory turns (1) 22 20
Days sales outstanding 43 46
Product Mix:
Notebooks & PDAs $72,123 17.4% $71,958 19.4% 0.2%
Desktops/Servers 56,545 13.6 51,730 13.9 9.3
Storage Devices 34,508 8.3 32,119 8.7 7.4
Software 51,692 12.4 44,875 12.1 15.2
Net/Com Products 34,610 8.3 29,023 7.8 19.3
Printers & Printer
Supplies 43,535 10.5 40,033 10.8 8.7
Video, Imaging, &
Sound 57,250 13.8 43,753 11.8 30.8
Memory & System
Enhancements 19,028 4.6 18,152 4.9 4.8
Accessories/Other 45,922 11.1 39,481 10.6 16.3
---------- ------ ---------- ------
$415,213 100.0% $371,124 100.0% 11.9%
========== ====== ========== ======
Net Sales of Enterprise Server and Networking Products (included in
the above Product Mix):
$125,766 30.3% $102,502 27.6% 22.7%
========== ==========
Stock Performance
Indicators:
Actual shares
outstanding 25,695 25,224
Total book value per
share $7.16 $6.79
Tangible book value
per share $4.77 $4.63
Closing price $11.55 $5.44
Market capitalization $296,777 $137,219
Trailing
price/earnings ratio
(3) 32 21
(1) Annualized
(2) Does not reflect cancellations or returns
(3) Earnings is based on the last four quarters
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SELECTED SEGMENT INFORMATION
- ----------------------------------------------------------------------
For the Three Months Ended
September 30, 2006 2005
- -------------------------------------------------- -------------------
Gross Gross
Margin Margin
(Dollars in thousands) Net Sales (%) Net Sales (%)
- -------------------------------------------------- -------------------
PC Connection Sales
Corporation (SMB) $221,330 13.3% $203,493 12.9%
MoreDirect (Large
Account) 113,690 11.4 80,382 9.8
GovConnection (Public
Sector) 80,193 10.8 87,249 9.2
--------- --------- --------- ---------
Total $415,213 12.3% $371,124 11.3%
========= ========= ========= =========
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CONSOLIDATED INCOME STATEMENTS
- ----------------------------------------------------------------------
Three Months Ended September 30, 2006 2005
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(Amounts in thousands, except per Amount % of Amount % of
share data) Net Net
Sales Sales
- ----------------------------------------------------- ----------------
Net sales $415,213 100.0% $371,124 100.0%
Cost of sales 364,070 87.7 329,044 88.7
--------- ------ --------- ------
Gross Profit 51,143 12.3 42,080 11.3
Selling, general and administrative
expenses 43,291 10.4 37,531 10.1
Special charges 1,050 0.3 853 0.2
--------- ------ --------- ------
Income From Operations 6,802 1.6 3,696 1.0
Interest expense (394) (0.1) (289) (0.1)
Other, net 38 - 25 -
Income tax provision (2,058) (0.4) (1,508) (0.4)
--------- ------ --------- ------
Net Income $4,388 1.1% 1,924 0.5%
========= ====== ========= ======
Weighted average common shares
outstanding:
Basic 25,446 25,224
========= =========
Diluted 25,667 25,271
========= =========
Earnings per common share:
Basic $0.17 $0.08
========= =========
Diluted $0.17 $0.08
========= =========
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CONSOLIDATED INCOME STATEMENTS
- ----------------------------------------------------------------------
Nine Months Ended September 30, 2006 2005
- ----------------------------------------------------------------------
% of % of
(Amounts in thousands, except Net Net
per share data) Amount Sales Amount Sales
- --------------------------------------------------- ------------------
Net sales $1,203,785 100.0% $1,045,685 100.0%
Cost of sales 1,055,481 87.7 925,907 88.5
----------- ------ ----------- ------
Gross Profit 148,304 12.3 119,778 11.5
Selling, general and
administrative expenses 129,780 10.8 110,326 10.6
Special charges 2,391 0.2 853 0.1
----------- ------ ----------- ------
Income From Operations 16,133 1.3 8,599 0.8
Interest expense (1,475) (0.1) (846) (0.1)
Other, net 34 - 50 -
Income tax provision (5,487) (0.4) (3,367) (0.3)
----------- ------ ----------- ------
Net Income $9,205 0.8% $4,436 0.4%
=========== ====== =========== ======
Weighted average common shares
outstanding:
Basic 25,330 25,170
=========== ===========
Diluted 25,459 25,275
=========== ===========
Earnings per common share:
Basic $0.36 $0.18
=========== ===========
Diluted $0.36 $0.18
=========== ===========
- ----------------------------------------------------------------------
A RECONCILIATION BETWEEN GAAP AND PRO FORMA NET INCOME
- ----------------------------------------------------------------------
This information is being provided so as to allow for a comparison of
our operating results without special charges.
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
September 30, Three Months Nine Months
Ended Ended
- ----------------------------------------------------------------------
(Amounts in thousands) 2006 2005 2006 2005
- ----------------------------------------------------------------------
GAAP net income $4,388 $1,924 $9,205 $4,436
Special charges (after tax):
GSA review 630 - 900 -
Management restructuring - 554 535 554
------- ------- -------- -------
630 554 1,435 554
------- ------- -------- -------
Pro forma net income $5,018 $2,478 $10,640 $4,990
======= ======= ======== =======
- ----------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS September December
30, 31,
- -------------------------------------------------- --------- ---------
(Amounts in thousands) 2006 2005
- -------------------------------------------------- --------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $11,819 $9,770
Accounts receivable, net 159,016 162,525
Inventories - merchandise 68,429 75,374
Deferred income taxes 3,878 3,769
Income taxes receivable 987 1,742
Prepaid expenses and other current assets 3,832 4,219
--------- ---------
Total current assets 247,961 257,399
Property and equipment, net 19,541 17,700
Goodwill, net 56,867 56,820
Other intangibles, net 4,630 5,427
Other assets 323 359
--------- ---------
Total assets $329,322 $337,705
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of capital lease
obligations:
To affiliate $452 $416
To third party 427 412
Note payable - bank 7,096 19,975
Accounts payable 99,690 114,413
Accrued expenses and other liabilities 26,823 21,290
--------- ---------
Total current liabilities 134,488 156,506
Capital lease obligations, less current
maturities:
To affiliate 4,957 5,299
To third party 73 396
Deferred income taxes 5,750 4,105
--------- ---------
Total liabilities 145,268 166,306
--------- ---------
Stockholders' Equity:
Common stock 261 256
Additional paid-in capital 81,329 77,884
Retained earnings 104,750 95,545
Treasury stock at cost (2,286) (2,286)
--------- ---------
Total stockholders' equity 184,054 171,399
--------- ---------
Total liabilities and stockholders'
equity $329,322 $337,705
========= =========
- ----------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------
Nine months ended September 30, 2006 (Amounts in thousands)
- ----------------------------------------------------------------------
Common Stock Add'l. Treasury Shares
------------- Paid-In Retained ---------------
Shares Amount Capital Earnings Shares Amount Total
- ----------------------------------------------------------------------
Balance -
December 31,
2005 25,622 $256 $77,884 $95,545 (362)($2,286) $171,399
Exercise of
stock
options,
including
income tax
benefits 413 5 3,048 - - - 3,053
Issuance of
stock under
Employee
Stock
Purchase
Plan 22 - 120 - - - 120
Stock
compensation
expense - - 277 - - - 277
Net income - - - 9,205 - - 9,205
---------------------------------------------------------
Balance -
September
30, 2006 26,057 $261 $81,329 $104,750 (362)($2,286) $184,054
=========================================================
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------- --------- ---------
Nine Months Ended September 30, (Amounts in
thousands) 2006 2005
- -------------------------------------------------- --------- ---------
Cash Flows from Operating Activities:
Net income $9,205 $4,436
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,227 5,340
Provision for doubtful accounts 2,094 2,790
Deferred income taxes 1,536 40
Loss on disposal of fixed assets 63 41
Stock compensation expense 277 -
Gross excess tax benefit from exercise of
stock options (1) -
Changes in assets and liabilities:
Accounts receivable 1,415 (30,679)
Inventories 6,945 11,446
Prepaid expenses and other current assets 1,142 50
Other non-current assets 36 (187)
Accounts payable (14,723) 16,479
Income tax benefits from exercise of stock
options 231 80
Accrued expenses and other liabilities 5,533 752
--------- ---------
Net cash provided by operating activities 18,980 10,588
--------- ---------
Cash Flows from Investing Activities:
Purchases of property and equipment (6,401) (5,060)
Proceeds from sale of property and equipment 20 13
Payment of acquisition earn-out obligation - (6,921)
--------- ---------
Net cash used for investing activities (6,381) (11,968)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from short-term borrowings 317,280 180,800
Repayment of short-term borrowings (330,159) (178,044)
Repayment of capital lease obligations (614) (600)
Exercise of stock options 2,822 348
Gross excess tax benefit from exercise of stock
options 1 -
Issuance of stock under Employee Stock Purchase
Plan 120 168
--------- ---------
Net cash (used for) provided by financing
activities (10,550) 2,672
--------- ---------
Increase in cash and cash equivalents 2,049 1,292
Cash and cash equivalents, beginning of period 9,770 6,829
--------- ---------
Cash and cash equivalents, end of period $11,819 $8,121
========= =========
pccc-g
CONTACT: PC Connection, Inc.
Stephen Baldridge, 603-683-2322
VP of Finance & Corporate Controller