Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*
For the quarterly period ended March 31, 2017
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 0-23827
PC CONNECTION, INC.
(Exact name of registrant as specified in its charter)
 	 	
DELAWARE	02-0513618	
(State or other jurisdiction of	(I.R.S. Employer Identification No.)	
incorporation or organization)	 	

 	 	
730 MILFORD ROAD,	 	
MERRIMACK, NEW HAMPSHIRE	03054	
(Address of principal executive offices)	(Zip Code)	

 	 	 	
 	(603) 683-2000	 	
 	(Registrant's telephone number, including area code)	 	

Former name, former address and former fiscal year, if changed since last report: N/A
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES  ☑    NO  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES  ☑    NO  ☐
Indicate by check mark 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.
 	 	 	
 	Large accelerated filer ☐	 	Accelerated filer ☑	
 	Non-accelerated filer ☐	 	Smaller reporting company ☐	
 	(Do not check if smaller reporting company)	 	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. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES  ☐    NO  ☑
The number of shares outstanding of the issuer’s common stock as of May 1, 2017 was 26,761,076.

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
 	 	 	
 	PART I FINANCIAL INFORMATION	 	
 	 	 	
 	 	Page	
ITEM 1.	Unaudited Condensed Consolidated Financial Statements:	 	
 	 	 	
 	Condensed Consolidated Balance Sheets–March 31, 2017 and December 31, 2016	1	
 	 	 	
 	Condensed Consolidated Statements of Income–Three Months Ended March 31, 2017 and 2016	2	
 	 	 	
 	Condensed Consolidated Statements of Cash Flows–Three Months Ended March 31, 2017 and 2016	3	
 	 	 	
 	Notes to Unaudited Condensed Consolidated Financial Statements	4	
 	 	 	
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11	
 	 	 	
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	19	
 	 	 	
ITEM 4.	Controls and Procedures	20	

 	 	 	
 	 	 	
 	PART II OTHER INFORMATION	 	
 	 	 	
ITEM 1A.	Risk Factors	21	
 	 	 	
ITEM 6.	Exhibits	21	
 	 	 	
SIGNATURES 	22	

 

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS  
(Unaudited)
(amounts in thousands)
 	 	 	 	 	 	 	 	
 	 	March 31, 	 	December 31, 	 	
 	    	2017	    	2016	 	
 	 	 	 	 	 	 	 	
ASSETS	 	 	 	 	 	 	 	
Current Assets:	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	65,755	 	$	49,180	 	
Accounts receivable, net	 	 	378,453	 	 	411,883	 	
Inventories	 	 	99,973	 	 	90,535	 	
Prepaid expenses and other current assets	 	 	5,604	 	 	5,453	 	
Income taxes receivable	 	 	953	 	 	2,120	 	
Total current assets	 	 	550,738	 	 	559,171	 	
Property and equipment, net	 	 	38,650	 	 	39,402	 	
Goodwill	 	 	73,602	 	 	73,602	 	
Other intangibles, net	 	 	12,151	 	 	12,586	 	
Other assets	 	 	1,351	 	 	1,373	 	
Total Assets	 	$	676,492	 	$	686,134	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	 	 	
Accounts payable	 	$	171,866	 	$	177,862	 	
Accrued expenses and other liabilities	 	 	24,079	 	 	31,047	 	
Accrued payroll	 	 	15,572	 	 	21,345	 	
Total current liabilities	 	 	211,517	 	 	230,254	 	
Deferred income taxes	 	 	19,640	 	 	19,602	 	
Other liabilities	 	 	2,600	 	 	2,836	 	
Total Liabilities	 	 	233,757	 	 	252,692	 	
Stockholders’ Equity:	 	 	 	 	 	 	 	
Common stock	 	 	286	 	 	285	 	
Additional paid-in capital	 	 	112,941	 	 	111,081	 	
Retained earnings	 	 	345,370	 	 	337,938	 	
Treasury stock, at cost	 	 	(15,862)	 	 	(15,862)	 	
Total Stockholders’ Equity	 	 	442,735	 	 	433,442	 	
Total Liabilities and Stockholders’ Equity	 	$	676,492	 	$	686,134	 	

See notes to unaudited condensed consolidated financial statements.
1

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 1―Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME  
(Unaudited)
(amounts in thousands, except per share data)
 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31, 	 	
 	    	2017	    	2016	 	
Net sales	 	$	670,594	 	$	572,394	 	
Cost of sales	 	 	583,861	 	 	490,201	 	
Gross profit	 	 	86,733	 	 	82,193	 	
Selling, general and administrative expenses	 	 	75,281	 	 	67,029	 	
Income from operations	 	 	11,452	 	 	15,164	 	
Interest income (expense)	 	 	19	 	 	(14)	 	
Income before taxes	 	 	11,471	 	 	15,150	 	
Income tax provision	 	 	(4,039)	 	 	(6,087)	 	
Net income	 	$	7,432	 	$	9,063	 	
 	 	 	 	 	 	 	 	
Earnings per common share:	 	 	 	 	 	 	 	
Basic	 	$	0.28	 	$	0.34	 	
Diluted	 	$	0.28	 	$	0.34	 	
 	 	 	 	 	 	 	 	
Shares used in computation of earnings per common share:	 	 	 	 	 	 	 	
Basic	 	 	26,697	 	 	26,499	 	
Diluted	 	 	26,866	 	 	26,671	 	

See notes to unaudited condensed consolidated financial statements.
2

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 1―Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
(Unaudited)
(amounts in thousands)

 	 	Three Months Ended	 	
 	 	March 31, 	 	
 	    	2017	    	2016	 	
Cash Flows from Operating Activities:	 	 	 	 	 	 	 	
Net income	 	$	7,432	 	$	9,063	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	2,855	 	 	2,416	 	
Provision for doubtful accounts	 	 	545	 	 	(103)	 	
Stock-based compensation expense	 	 	183	 	 	289	 	
Deferred income taxes	 	 	38	 	 	34	 	
Excess tax benefit from exercise of equity awards	 	 	 —	 	 	(32)	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	
Accounts receivable	 	 	32,885	 	 	67,942	 	
Inventories	 	 	(9,438)	 	 	5,431	 	
Prepaid expenses and other current assets	 	 	1,016	 	 	(1,928)	 	
Other non-current assets	 	 	22	 	 	(128)	 	
Accounts payable	 	 	(6,177)	 	 	(52,359)	 	
Accrued expenses and other liabilities	 	 	(3,936)	 	 	(7,156)	 	
Net cash provided by operating activities	 	 	25,425	 	 	23,469	 	
Cash Flows from Investing Activities:	 	 	 	 	 	 	 	
Purchases of property and equipment	 	 	(1,487)	 	 	(2,078)	 	
Net cash used for investing activities	 	 	(1,487)	 	 	(2,078)	 	
Cash Flows from Financing Activities:	 	 	 	 	 	 	 	
Dividend payment	 	 	(9,041)	 	 	(10,591)	 	
Exercise of stock options	 	 	1,678	 	 	 —	 	
Excess tax benefit from exercise of equity awards	 	 	 —	 	 	32	 	
Payment of payroll taxes on stock-based compensation through shares withheld	 	 	 —	 	 	(40)	 	
Net cash used for financing activities	 	 	(7,363)	 	 	(10,599)	 	
Increase in cash and cash equivalents	 	 	16,575	 	 	10,792	 	
Cash and cash equivalents, beginning of period	 	 	49,180	 	 	80,188	 	
Cash and cash equivalents, end of period	 	$	65,755	 	$	90,980	 	
 	 	 	 	 	 	 	 	
Non-cash Investing and Financing Activities:	 	 	 	 	 	 	 	
Accrued capital expenditures	 	$	291	 	$	578	 	
Supplemental Cash Flow Information:	 	 	 	 	 	 	 	
Income taxes paid	 	$	1,546	 	$	7,638	 	

 

See notes to unaudited condensed consolidated financial statements.
3

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 1―Financial Statements
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  
(amounts in thousands, except per share data)
Note 1–Basis of Presentation
 
The accompanying condensed consolidated financial statements of PC Connection, Inc. and its subsidiaries (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America.  Such principles were applied on a basis consistent with the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”).  The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements contained in our Annual Report on Form 10-K.
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods reported and of the Company’s financial condition as of the date of the interim balance sheet.  The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.  Subsequent events have been evaluated through the date of issuance of these financial statements.  The operating results for the three months ended March 31, 2017 may not be indicative of the results expected for any succeeding quarter or the entire year ending December 31, 2017.
 
Use of Estimates in the Preparation of Financial Statements
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions.  These estimates and assumptions affect the amounts reported in the accompanying condensed consolidated financial statements.  Actual results could differ from those estimates.
 
Comprehensive Income
 
We had no items of comprehensive income, other than our net income for each of the periods presented.
 
Recently Issued Financial Accounting Standards
 
On May 28, 2014, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which amends the existing accounting standards for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the mandatory effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We are in the process of determining the effect that the adoption will have on our consolidated financial statements. Based on our analysis to date, we have reached the following tentative conclusions regarding the new standard and how we expect it to affect our consolidated financial statements and related disclosures:
 
 	·	 	We expect to adopt the standard in the first quarter of 2018 and will not early adopt.	
 
 	·	 	We expect to use the full retrospective method. Such method provides that upon applying the new standard, prior periods will be retrospectively adjusted and the cumulative effect of the change recognized in the opening retained earnings as of January 1, 2016.	
 
4

 
Table of Contents
 	·	 	We believe that since substantially all of our revenue is contractual, substantially all of our revenue falls within the scope of ASU No. 2014-09, as amended.	
 
 	·	 	Our hardware and software revenue is generally recognized on a gross basis upon delivery. Upon adoption of the new standard, we do not expect this to change. However, we are continuing to analyze each of our revenue streams to determine any changes that may be required under the new standard.	
 
 	·	 	We hold inventories not available for sale related to certain product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. We are currently evaluating the effect of the new standard on our inventories not available for sale to identify the differing performance obligations within the underlying contracts and to determine if a portion of revenue under the contracts should be recognized at an earlier point in time than we are recognizing under current accounting standards.	
 
 	·	 	We expect that our disclosures in our notes to our consolidated financial statements related to revenue recognition will be significantly expanded under the new standard.	
 
Our analysis and evaluation of the new standard will continue through its effective date in the first quarter of 2018. A substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment, and the requirement for the use of estimates in applying the new standard, as well as the volume of our client portfolio and the related terms and conditions of our contracts that must be reviewed.
 
In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently assessing the potential impact of the adoption of ASU 2016-02 on our consolidated financial statements.
 
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test.  Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.  ASU 2017-04 also clarifies the requirements for excluding and allocating foreign currency translation adjustments to reporting units related to an entity's testing of reporting units for goodwill impairment and clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.  ASU 2017-04 is effective for us beginning January 1, 2020 for both interim and annual reporting periods.  We are currently assessing the potential impact of the adoption of ASC 2017-04 on our consolidated financial statements.
 
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Under prior standards, the market amount required consideration of replacement cost, net realizable value (NRV), and NRV less an approximately normal profit margin. The new ASU replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. This standard is effective for the Company prospectively beginning January 1, 2017. The adoption of ASU 2015-11 did not have a material impact on our consolidated financial statements.
 
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The new standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This change eliminates the notion of the additional paid-in capital pool and reduces the complexity in accounting for excess tax benefits and tax deficiencies. The primary impact of
5

 
Table of Contents
our adoption was the recognition of excess tax benefits related to equity compensation in our provision for income taxes rather than paid-in capital, which is a change required to be applied on a prospective basis in accordance with the new guidance. Accordingly, we recorded discrete income tax benefits in the consolidated statements of income of $656 during the three months ended March 31, 2017, for excess tax benefits related to equity compensation. The corresponding cash flows are reflected in cash provided by operating activities instead of financing activities, as was previously required.  We adopted the cash flow presentation that requires presentation of excess tax benefits within operating activities on a prospective basis. Additionally, under ASU 2016-09, we have elected to continue to estimate equity award forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. Additional amendments to the accounting for income taxes and minimum statutory withholding tax requirements had no impact on our results of operations. The presentation requirements for cash flows related to employee taxes paid for withheld shares also had no impact to any of the periods presented in our condensed consolidated statements of cash flows since such cash flows have historically been presented as a financing activity.    
 
Note 2–Earnings Per Share
 
Basic earnings per common share is computed using the weighted average number of shares outstanding.  Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributable to nonvested stock units and stock options outstanding, if dilutive.
 
The following table sets forth the computation of basic and diluted earnings per share:

 	 	Three Months Ended	 	
March 31, 	    	2017	    	2016	 	
Numerator:	 	 	 	 	 	 	 	
Net income	 	$	7,432	 	$	9,063	 	
Denominator:	 	 	 	 	 	 	 	
Denominator for basic earnings per share	 	 	26,697	 	 	26,499	 	
Dilutive effect of employee stock awards	 	 	169	 	 	172	 	
Denominator for diluted earnings per share	 	 	26,866	 	 	26,671	 	
Earnings per share:	 	 	 	 	 	 	 	
Basic	 	$	0.28	 	$	0.34	 	
Diluted	 	$	0.28	 	$	0.34	 	
 
For the three months ended March 31, 2017 and 2016, the following outstanding nonvested stock units were excluded from the computation of diluted earnings per share because including them would have had an anti-dilutive effect:

 	 	Three Months Ended	 	
March 31, 	    	2017	    	2016	 	
Employee stock based awards	 	$	 —	 	$	117	 	

 
Note 3–Acquisitions
 
Softmart Acquisition
 
On May 27, 2016, we acquired substantially all of the assets of Softmart Inc. (“Softmart”), a global supplier of information technology and software services solutions.  The purchase of Softmart is consistent with our strategy to expand our software services capabilities.  Under the terms of the asset purchase agreement, we paid $31,889, net of cash acquired, and allocated the total purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.  The excess of the purchase price over the net assets acquired represents potential synergies from Softmart’s customer base and its assembled workforce of sales representatives and software service specialists that we acquired in the transaction.  This excess of purchase price over the aggregate fair values was recorded as goodwill.  We incurred $357 of transaction costs in 2016 related to the acquisition which we reported in selling, general and administrative expenses in our consolidated statement of income for the year ended December 31, 2016.  The operating results of Softmart have been included in the SMB and Large Accounts segments since the acquisition date.  Softmart’s revenues and income from operations were not material to our
6

 
Table of Contents
consolidated results, and accordingly, we have not presented Softmart’s revenues or operating results on a pro forma basis.
 
The following table reflects components of the net assets acquired and liabilities assumed at fair value as of the closing date. 

 	 	Purchase Price	 	
 	    	Allocation	 	
Current assets	 	$	22,812	 	
Fixed assets	 	 	343	 	
Goodwill	 	 	14,314	 	
Customer relationships	 	 	11,300	 	
Total assets acquired	 	 	48,769	 	
Acquired liabilities	 	 	(16,252)	 	
Net assets acquired	 	 	32,517	 	
Less cash acquired	 	 	(628)	 	
Purchase price at closing, net of cash acquired	 	$	31,889	 	
 
We recorded goodwill of $7,366 and $6,948 in our SMB and Large Account segments, respectively, and the aggregate is expected to be fully deductible for tax purposes. 
 
GlobalServe Acquisition
 
On October 11, 2016, we acquired the outstanding common shares of GlobalServe, Inc. (“GlobalServe”), which has developed an internet portal tool that simplifies customers’ global IT procurement.  Under the terms of the stock purchase agreement, we paid $11,101, net of cash acquired.   The purchase of GlobalServe allows us to service our customers’ global IT needs through their OneSource internet portal with consistent delivery, reporting, pricing, and logistics.  We allocated the total purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition and recorded the excess of purchase price over the aggregate fair values as goodwill.  In 2016 we incurred $118 of transaction costs related to the acquisition which we reported in selling, general and administrative expenses in our consolidated statement of income for the year ended December 31, 2016.  We have included the operating results of GlobalServe in the Large Account segment since the acquisition date.  GlobalServe’s revenues and income from operations were not material to our consolidated results, and accordingly, we have not presented GlobalServe’s revenues or operating results on a pro forma basis.
 
The following table reflects components of the net assets acquired and liabilities assumed at fair value as of the closing date.   

 	 	Purchase Price	 	
 	    	Allocation	 	
Current assets	 	$	1,486	 	
Fixed assets	 	 	4,609	 	
Goodwill	 	 	8,012	 	
Customer relationships	 	 	900	 	
Total assets acquired	 	 	15,007	 	
Acquired liabilities	 	 	(734)	 	
Deferred taxes, unrecognized tax benefits	 	 	(2,390)	 	
Net assets acquired	 	 	11,883	 	
Less cash acquired	 	 	(782)	 	
Purchase price at closing, net of cash acquired	 	$	11,101	 	
 
We recorded $8,012 of goodwill as a result of our acquisition of GlobalServe in our Large Account segment.  None of the goodwill related to this acquisition will be deductible for tax purposes. 

k
7

 
Table of Contents
 
Note 4–Segment and Related Disclosures
 
The internal reporting structure used by our chief operating decision maker (“CODM”) to assess performance and allocate resources determines the basis for our reportable operating segments.  Our CODM is our Chief Executive Officer, and he evaluates operations and allocates resources based on a measure of operating income.
 
Our operations are organized under three reportable segments—the SMB segment, which serves primarily small- and medium-sized businesses; the Large Account segment, which serves primarily medium-to-large corporations; and the Public Sector segment, which serves primarily federal, state, and local governmental and educational institutions.  The Headquarters/Other group provides services in areas such as finance, human resources, information technology, marketing, and product management.  Most of the operating costs associated with the Headquarters/Other group functions are charged to the operating segments based on their estimated usage of the underlying functions.  We report these charges to the operating segments as “Allocations.”  Certain headquarters costs relating to executive oversight and other fiduciary functions that are not allocated to the operating segments are included under the heading of Headquarters/Other in the tables below.
 
In May 2016, we acquired Softmart, a global supplier of information technology and software services solutions.  We have included the operating results of Softmart in our SMB and Large Account segments.   
 
In October 2016, we acquired GlobalServe, which has developed an industry-leading tool that simplifies customers’ global IT procurement.  We have included the operating results for GlobalServe in our Large Account segment.  The external sales and operating results of GlobalServe were immaterial to our consolidated results. 
   
8

 
Table of Contents
Segment information applicable to our reportable operating segments for the three months ended March 31, 2017 and 2016 is shown below:

 	 	Three Months Ended	 	
 	 	March 31, 	 	March 31, 	 	
 	    	2017	    	2016	 	
Net sales:	 	 	 	 	 	 	 	
SMB	 	$	273,633	 	$	261,246	 	
Large Account	 	 	252,918	 	 	200,109	 	
Public Sector	 	 	144,043	 	 	111,039	 	
Total net sales	 	$	670,594	 	$	572,394	 	
Operating income (loss):	 	 	 	 	 	 	 	
SMB	 	$	8,607	 	$	11,321	 	
Large Account	 	 	9,057	 	 	7,190	 	
Public Sector	 	 	(2,613)	 	 	(150)	 	
Headquarters/Other	 	 	(3,599)	 	 	(3,197)	 	
Total operating income	 	 	11,452	 	 	15,164	 	
Interest income (expense)	 	 	19	 	 	(14)	 	
Income before taxes	 	$	11,471	 	$	15,150	 	
Selected operating expense:	 	 	 	 	 	 	 	
Depreciation and amortization:	 	 	 	 	 	 	 	
SMB	 	$	154	 	$	 9	 	
Large Account	 	 	594	 	 	306	 	
Public Sector	 	 	39	 	 	40	 	
Headquarters/Other	 	 	2,068	 	 	2,061	 	
Total depreciation and amortization	 	$	2,855	 	$	2,416	 	
Total assets:	 	 	 	 	 	 	 	
SMB	 	$	245,049	 	 	 	 	
Large Account	 	 	376,478	 	 	 	 	
Public Sector	 	 	69,504	 	 	 	 	
Headquarters/Other	 	 	(14,539)	 	 	 	 	
Total assets	 	$	676,492	 	 	 	 	
 
The assets of our three operating segments presented above consist primarily of accounts receivable, intercompany receivable, goodwill, and other intangibles.  Assets reported under the Headquarters/Other group are managed by corporate headquarters, including cash, inventory, and property and equipment.  Total assets for the Headquarters/Other group are presented net of intercompany balance eliminations of $31,853 as of March 31, 2017.  Our capital expenditures consist largely of IT hardware and software purchased to maintain or upgrade our management information systems.  These information systems serve all of our segments, to varying degrees, and accordingly, our CODM does not evaluate capital expenditures on a segment basis.
 
Note 5–Commitments and Contingencies
 
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 financial position, results of operations, and cash flows.
 
We are subject to audits by states on sales and income taxes, unclaimed property, employment matters, and other assessments.  A comprehensive multi‑state unclaimed property audit continues to be in progress.  While management believes that known and estimated unclaimed property liabilities have been adequately provided for, it is too early to determine the ultimate outcome of such audits, as not all formal assessments have 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.
 
9

 
Table of Contents
Note 6–Bank Borrowing and Trade Credit Arrangements
 
We have a $50,000 credit facility collateralized by our accounts receivable that expires February 10, 2022.  This facility can be increased, at our option, to $80,000 for approved acquisitions or other uses authorized by the lender on substantially the same terms.  Amounts outstanding under this facility bear interest at the one-month London Interbank Offered Rate, or LIBOR, plus a spread based on our funded debt ratio, or in the absence of LIBOR, the prime rate (4.00% at March 31, 2017).  The one-month LIBOR rate at March 31, 2017 was 0.98%.  The credit facility includes various customary financial ratios and operating covenants, including minimum net worth and maximum funded debt ratio requirements, and default acceleration provisions.  Our bank line of credit does not include restrictions on future dividend payments.  Funded debt ratio is the ratio of average outstanding advances under the credit facility to Adjusted EBITDA (Earnings Before Interest Expense, Taxes, Depreciation, Amortization, and Special Charges).  The maximum allowable funded debt ratio under the agreement is 2.0 to 1.0.  Decreases in our consolidated Adjusted EBITDA could limit our potential borrowings under the credit facility.  We had no outstanding bank borrowings at March 31, 2017 or December 31, 2016, and accordingly, the entire $50,000 facility was available for borrowings under the credit facility.
 
At March 31, 2017 and December 31, 2016, we had security agreements with two financial institutions to facilitate the purchase of inventory from various suppliers under certain terms and conditions.  The agreements allow a collateralized first position in certain branded products in our inventory financed by the financial institutions up to an aggregated amount of $75,000.  The cost of such financing under these agreements is borne by the suppliers by discounting their invoices to the financial institutions.  We do not pay any interest or discount fees on such inventory.  At March 31, 2017 and December 31, 2016, accounts payable included $24,239 and $33,061, respectively, owed to these financial institutions.

 
 
10

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Statements contained or incorporated by reference in this Quarterly Report on Form 10‑Q 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 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q and in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.  Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which this Quarterly Report on Form 10-Q 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.
 
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, 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 service providers.  We operate through three sales segments, which serve primarily: (a) small- to medium-sized businesses, or SMBs, through our PC Connection Sales subsidiary, (b) large enterprise customers, in our Large Account segment, through our MoreDirect subsidiary, and (c) federal, state, and local governmental and educational institutions, in our Public Sector 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 inbound calls from customers responding to our catalogs and other 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
11

 
Table of Contents
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 ProConnection services 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 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 solution business, which requires the addition of highly-skilled advanced solution engineers.  Although we expect to realize the ultimate benefit of higher-margin advanced solution services and product revenues under this multi-year initiative, we believe that our cost of sales may increase significantly as we add such engineers.  If our advanced solution revenues do not grow enough to offset the cost of these headcount additions, our operating results may decline.
 
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 more heavily in our own IT development to meet these new demands.  This investment includes significant planned expenditures to update our websites, as buying trends change and electronic commerce continues to grow.
 
Our investments in IT infrastructure are designed to enable us to operate more efficiently and to provide our customers enhanced functionality.  While we have not yet finalized our decisions regarding the areas of future investment in our IT infrastructure, we expect to increase our capital investments in our IT infrastructure in the next one to three years.  This will also likely increase SG&A expenses as assets are placed into service and depreciated.
 
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:

 	Three Months Ended	 	 	
 	2017	    	2016	  	 	
Net sales (in millions)	$	670.6	 	$	572.4	 	 	
Gross margin	 	12.9	%  	 	14.4	% 	 	
Selling, general and administrative expenses	 	11.2	%  	 	11.7	%	 	
Income from operations	 	1.7	%  	 	2.7	%	 	
 
Net sales in the first quarter of 2017 increased year over year by $98.2 million, or 17.2%, compared to the first quarter of 2016, due to increased sales in all three sales segments.  Softmart, acquired in May 2016, contributed $28.0 million of the year-over-year increase.  Our investments in advanced solution sales led to increased sales of software, mobility, and net/com products.      SG&A expenses increased year over year in dollars, but decreased as a percentage of net sales due to higher net sales in the first quarter of 2017, compared to the prior year quarter.   Operating income in the first quarter of 2017 decreased year over year in dollars and as a percentage of net sales compared to the prior year period due to lower gross margins and higher SG&A.
 
12

 
Table of Contents
Net Sales Distribution
 
The following table sets forth our percentage of net sales by segment and product mix:

 	 	Three Months Ended	 	 	
 	 	2017	    	2016	 	 	
Sales Segment	 	 	 	 	 	 	
SMB	 	41	%  	46	%  	 	
Large Account	 	38	 	35	 	 	
Public Sector	 	21	 	19	 	 	
Total	 	100	%  	100	%  	 	
 	 	 	 	 	 	 	
Product Mix	 	 	 	 	 	 	
Notebooks/Mobility	 	22	%  	24	%  	 	
Software	 	19	 	17	 	 	
Servers/Storage	 	 9	 	11	 	 	
Net/Com Product	 	 9	 	 8	 	 	
Other Hardware/Services	 	41	 	40	 	 	
Total	 	100	%  	100	%  	 	
 
Gross Profit Margin
 
The following table summarizes our gross margin, as a percentage of net sales, over the periods indicated:

 	 	Three Months Ended	 	 	
 	 	2017	    	2016	 	 	
Sales Segment	 	 	 	 	 	 	
SMB	 	15.3	%  	15.9	%  	 	
Large Account	 	12.5	 	13.1	 	 	
Public Sector	 	9.2	 	12.8	 	 	
Total	 	12.9	%  	14.4	%  	 	
 
Operating Expenses
 
The following table reflects our SG&A expenses for the periods indicated (dollars in millions):

 	 	Three Months Ended	 	 	
 	 	2017	 	2016	 	 	
Personnel costs	 	$	58.9	 	$	52.7	 	 	
Advertising	 	 	3.1	 	 	4.2	 	 	
Facilities operations	 	 	3.5	 	 	3.2	 	 	
Professional fees	 	 	2.1	 	 	1.7	 	 	
Credit card fees	 	 	1.7	 	 	1.5	 	 	
Depreciation and amortization	 	 	2.9	 	 	2.4	 	 	
Other, net	 	 	3.1	 	 	1.3	 	 	
Total	 	$	75.3	 	$	67.0	 	 	
Percentage of net sales	 	 	11.2	%  	 	11.7	%  	 	

13

 
Table of Contents
Year-Over-Year Comparisons
 
Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

Changes in net sales and gross profit by segment are shown in the following table (dollars in millions):

 	 	Three Months Ended March 31, 	 	 	 	 	
 	 	2017	 	2016	 	 	 	 	
 	 	 	 	 	% of	 	 	 	 	% of	 	%	 	 	
 	    	Amount	    	Net Sales	    	Amount	    	Net Sales	    	Change	   	 	
Sales:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
SMB	 	$	273.6	 	40.8	%  	$	261.3	 	45.6	%  	4.7	%  	 	
Large Account	 	 	252.9	 	37.7	 	 	200.1	 	35.0	 	26.4	 	 	
Public Sector	 	 	144.1	 	21.5	 	 	111.0	 	19.4	 	29.7	 	 	
Total	 	$	670.6	 	100.0	%  	$	572.4	 	100.0	%  	17.2	%	 	
Gross Profit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
SMB	 	$	41.8	 	15.3	%  	$	41.7	 	15.9	%  	0.3	%	 	
Large Account	 	 	31.6	 	12.5	 	 	26.3	 	13.1	 	20.2	 	 	
Public Sector	 	 	13.3	 	9.2	 	 	14.2	 	12.8	 	(6.4)	 	 	
Total	 	$	86.7	 	12.9	%  	$	82.2	 	14.4	%  	5.5	%	 	
 
Net sales increased in the first quarter of 2017 compared to the first quarter of 2016, as explained below:
 
 	·	 	Net sales for the SMB segment increased due to higher sales of software and notebook/mobility products.  Software sales increased by $10.4 million due to the inclusion of revenue from Softmart Inc., which we acquired on May 27, 2016, and due to our investments in advanced solution sales including security and software services.  Net sales of notebooks/mobility products increased by $6.7 million as mobility continues to be a strategic focus for SMB customers.	
 
 	·	 	Net sales for the Large Account segment increased significantly due to an increase in large project rollouts.  Sales of software, servers and net/com products each increased by double-digit rates in the quarter.  On a dollar basis, software and net/com products increased by $20.8 and $7.7 million, respectively in the first quarter.  	
 
 	·	 	Net sales to the Public Sector segment increased significantly in the quarter.  Net sales to the federal government increased by $21.9 million due to a large project rollout to the federal government.  Net sales to state and local government and educational institutions increased by $11.1 million due to higher sales to higher education and K-12 customers.  Sales of desktops, software, and net/com products in this segment each increased year over year.	
 
Gross profit for the first quarter of 2017 increased year over year in dollars, but decreased as a percentage of net sales (gross margin), as explained below:
 
 	·	 	Gross profit for the SMB segment increased due to higher net sales.  Invoice selling margins decreased by 70 basis points due to a shift in both client and product mix, which included increased sales of lower-margin mobility products.  The decrease in invoice selling margins was partially offset by higher agency revenues (5 basis points).	
 
 	·	 	Gross profit for the Large Account segment increased due to higher net sales.  Invoice selling margins decreased by 57 basis points and agency revenues decreased by 9 basis points in the quarter.  We attribute the decline in invoice selling margins to a shift in product mix and an increase in large project rollouts, which generally carry lower gross margins.	
 
 	·	 	Gross profit for the Public Sector segment decreased despite higher net sales.  Invoice selling margins decreased by 356 basis points due to a shift in sales mix to lower-margin desktops and notebooks, including a large federal customer project rollout.	
 
14

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

 	 	Three Months Ended March 31, 	 	 	 	 	
 	 	2017	 	2016	 	 	 	 	
 	 	 	 	 	% of 	 	 	 	 	% of Net	 	 	 	 	
 	 	 	 	 	Segment Net	 	 	 	 	Segment Net	 	%	 	 	
 	    	Amount	    	Sales	    	Amount	    	Sales	    	Change	   	 	
SMB	 	$	33.2	 	12.1	%  	$	30.3	 	11.6	%  	9.6	%  	 	
Large Account	 	 	22.6	 	8.9	 	 	19.1	 	9.6	 	18.3	 	 	
Public Sector	 	 	15.9	 	11.1	 	 	14.4	 	13.0	 	10.4	 	 	
Headquarters/Other, unallocated	 	 	3.6	 	 	 	 	3.2	 	 	 	12.5	 	 	
Total	 	$	75.3	 	11.2	%  	$	67.0	 	11.7	%  	12.4	%	 	
 
 	·	 	SG&A expenses for the SMB segment increased in dollars and as a percentage of net sales.  The year-over year increase in SG&A dollars and as a percentage of net sales was due to the inclusion of $1.6 million of Softmart operating expenses and higher usage of Headquarter services of $1.4 million.  The increase in Headquarter services was related to our investments in technical and engineering support provided to the SMB segment.	
 
 	·	 	SG&A expenses for the Large Account segment increased in dollars, but decreased as a percentage of net sales.  The year-over-year increase in SG&A dollars was due to the inclusion of $2.0 million of operating expenses for Softmart and Globalserve and $0.9 million of incremental variable compensation associated with higher gross profits.  The decrease in SG&A as a percentage of net sales was due to the leveraging of fixed costs over larger net sales.	
 
 	·	 	SG&A expenses for the Public Sector segment increased in dollars, but decreased as a percentage of net sales. The year-over-year increase in SG&A dollars was due to $0.7 million of increased investments in our advanced solution salesforce and $0.7 million of higher usage of Headquarter services.    The increase in Headquarter services was related to our investments in technical and engineering support provided to the Public Sector segment.  The decrease in SG&A as a percentage of net sales was due to the leveraging of fixed costs over larger net sales.	
 
 	·	 	SG&A expenses for the Headquarters/Other group increased slightly due to an increase in unallocated executive oversight costs.  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 segments based on their estimated usage of the underlying services. The amounts shown above represent the remaining unallocated costs.	
 
Income from operations for the first quarter of 2017 decreased to $11.5 million, compared to $15.2 million for the first quarter of 2016, due to the increase in SG&A.  Income from operations as a percentage of net sales was 1.7% for the first quarter of 2017, compared to 2.7% of net sales for the prior year quarter.
 
Our effective tax rate was 35.2% for the first quarter of 2017, compared to 40.2% for the first quarter of 2016.  Our effective tax rate was mainly impacted by the recognition of excess tax benefit associated with stock based compensation exercised during the first quarter of 2017.
 
Net income for the first quarter of 2017 decreased to $7.4 million, compared to $9.1 million for the first quarter of 2016, due to the decrease in operating income.

Liquidity and Capital Resources
Our primary sources of liquidity have historically been internally generated funds from operations and borrowings under our bank line of credit.  We have used those funds to meet our capital requirements, which consist primarily of working capital for operational needs, capital expenditures for computer equipment and software used in our business,
15

 
Table of Contents
special dividend payments, repurchases of common stock for treasury, and as opportunities arise, acquisitions of new businesses.
 
We believe that funds generated from operations, together with available credit under our bank line of credit, will be sufficient to finance our working capital, capital expenditures, and other requirements for at least the next twelve calendar months.  We expect our capital needs for the next twelve months to consist primarily of capital expenditures of $10.0 to $12.0 million, and payments on leases and other contractual obligations of approximately $5.0 million.  We have undertaken a comprehensive review and assessment of our entire business software needs, including commercially available software that meets, or can be configured to meet, those needs better than our existing software.  While we have not finalized our decisions regarding the areas of future investment in our IT infrastructure, the incremental capital costs of such a project, if fully implemented, would likely exceed $20.0 million over the next one to three years.
 
We expect to meet our cash requirements for the next twelve months through a combination of cash on hand, cash generated from operations, and borrowings on our bank line of credit, as follows:
 
 	·	 	Cash on Hand.  At March 31, 2017, we had approximately $65.8 million in cash and cash equivalents.	
 
 	·	 	Cash Generated from Operations.  We expect to generate cash flows from operations in excess of operating cash needs by generating earnings and managing net changes in inventories and receivables with changes in payables to generate a positive cash flow.	
 
 	·	 	Credit Facilities.    As of March 31, 2017, no borrowings were outstanding against our $50.0 million bank line of credit, which is available until February 10, 2022.  Accordingly, our entire line of credit was available for borrowing at March 31, 2017.  This line of credit can be increased, at our option, to $80.0 million for approved acquisitions or other uses authorized by the bank.  Borrowings are, however, limited by certain minimum collateral and earnings requirements, as described more fully below.	
 
Our ability to continue funding our planned growth, both internally and externally, is dependent upon our ability to generate sufficient cash flow from operations or to obtain additional funds through equity or debt financing, or from other sources of financing, as may be required.  While we do not anticipate needing any additional sources of financing to fund our operations at this time, if demand for IT products declines, our cash flows from operations may be substantially affected.  See also related risks listed below under “Item 1A.  “Risk Factors.”

Summary of Sources and Uses of Cash
 
The following table summarizes our sources and uses of cash over the periods indicated (in millions):

 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	    	2017	    	2016	 	
Net cash provided by operating activities	 	$	25.4	 	$	23.5	 	
Net cash used for investing activities	 	 	(1.5)	 	 	(2.1)	 	
Net cash used for financing activities	 	 	(7.3)	 	 	(10.6)	 	
Increase in cash and cash equivalents	 	$	16.6	 	$	10.8	 	
 
Cash provided by operating activities was $25.4 million in the three months ended March 31, 2017.  Operating cash flow in the three months ended March 31, 2017 resulted primarily from net income before depreciation and amortization and a decrease in accounts receivable, partially offset by an increase in inventory and a decrease in accounts payable.  Accounts receivable decreased by $32.9 million from the prior year-end balance.  Days sales outstanding increased to 48 days at March 31, 2017, compared to 41 days at March 31, 2016.  Inventory increased from the prior year-end balance by $9.4 million due to higher levels of in-transit sales shipped but not received by our customers.  Inventory turns increased to 25 turns for the first quarter 2017 compared to 19 turns for the prior year quarter.
 
At March 31, 2017, we had $171.9 million in outstanding accounts payable.  Such accounts are generally paid within 30 days of incurrence, or earlier when favorable cash discounts are offered.  This balance will be paid by cash flows from operations or short-term borrowings under the line of credit.  This amount includes $24.2 million payable to two financial institutions under inventory trade credit agreements we use to finance our purchase of certain inventory,
16

 
Table of Contents
secured by the inventory which is financed.  We believe we will be able to meet our obligations under our accounts payable with cash flows from operations and our existing line of credit.
 
Cash used for investing activities decreased by $0.6 million in the three months ended March 31, 2017 compared to the prior year period due to reduced purchases of property and equipment.  These expenditures were primarily for computer equipment and capitalized internally-developed software in connection with the investments in our IT infrastructure.
 
Cash used for financing activities in the three months ended March 31, 2017 resulted primarily due to a $9.0 million payment of a special $0.34 per share dividend, offset by $1.6 million of proceeds from the exercise of stock options.  Whereas in the prior year period, financing activities represented a $10.6 million payment of a special $0.40 per share dividend.
 
Debt Instruments, Contractual Agreements, and Related Covenants
 
Below is a summary of certain provisions of our credit facilities and other contractual obligations.  For more information about the restrictive covenants in our debt instruments and inventory financing agreements, see “Factors Affecting Sources of Liquidity” below.  For more information about our obligations, commitments, and contingencies, see our condensed consolidated financial statements and the accompanying notes included in this Quarterly Report.
 
Bank Line of Credit.  Our bank line of credit extends until February 2022 and is collateralized by our accounts receivable.  Our borrowing capacity is up to $50.0 million at the one-month London Interbank Offered Rate, or LIBOR, plus a spread based on our funded debt ratio, or in the absence of LIBOR, the prime rate (4.00% at March 31, 2017).       The one-month LIBOR rate at March 31, 2017 was 0.98%.  In addition, we have the option to increase the facility by an additional $30.0 million to meet additional borrowing requirements.  Our credit facility is subject to certain covenant requirements which are described below under “Factors Affecting Sources of Liquidity.”  We did not have any borrowings under the credit facility during the quarter ended March 31, 2017.
 
Cash receipts are automatically applied against any outstanding borrowings.  Any excess cash on account may either remain on account to generate earned credits to offset up to 100% of cash management fees, or may be invested in short-term qualified investments.  Borrowings under the line of credit are classified as current.
 
Trade Credit Agreements.  We have additional security agreements with two financial institutions to facilitate the purchase of inventory from various suppliers under certain terms and conditions.  These agreements allow a collateralized first position in certain branded products in our inventory that were financed by these two institutions.  Although the agreements provide for up to 100% financing on the purchase price of these products, up to an aggregate of $75.0 million, any outstanding financing must be fully secured by available inventory.  We do not pay any interest or discount fees on such inventory.  The related costs are borne by the suppliers as an incentive for us to purchase their products.  Amounts outstanding under such facilities, which equaled $24.2 million in the aggregate as of March 31, 2017, are recorded in accounts payable.  The inventory financed is classified as inventory on the condensed consolidated balance sheets.
 
Operating Leases.   We lease facilities from our principal stockholders and facilities and equipment from third parties under non-cancelable operating leases which have been reported in the “Contractual Obligations” section of our Annual Report on Form 10-K for the year ended December 31, 2016.
 
Off-Balance Sheet Arrangements.  We do not have any off-balance sheet arrangements that have or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
 
Contractual Obligations.  The disclosures relating to our contractual obligations in our Annual Report on Form 10-K for the year ended December 31, 2016 have not materially changed since the report was filed.
 
17

 
Table of Contents
Factors Affecting Sources of Liquidity
 
Internally Generated Funds.    The key factors affecting our internally generated funds are our ability to minimize costs and fully achieve our operating efficiencies, timely collection of our customer receivables, and management of our inventory levels.
 
Bank Line of Credit.  Our bank line of credit extends until February 2022 and is collateralized by our accounts receivable.  As of March 31, 2017, the entire $50.0 million facility was available for borrowing.  Our credit facility contains certain financial ratios and operational covenants and other restrictions (including restrictions on additional debt, guarantees, and other distributions, investments, and liens) with which we and all of our subsidiaries must comply.  Our bank line of credit does not include restrictions on future dividend payments.  Any failure to comply with the covenants and other restrictions would constitute a default and could prevent us from borrowing additional funds under this line of credit.  This credit facility contains two financial tests:
 
 	·	 	The funded debt ratio (defined as the average outstanding advances under the line for the quarter, divided by the consolidated Adjusted EBITDA for the trailing four quarters) must not be more than 2.0 to 1.0.  We did not have any outstanding borrowings under the credit facility during the first quarter of 2017, and accordingly, the funded debt ratio did not limit potential borrowings as of March 31, 2017.  Future decreases in our consolidated Adjusted EBITDA, however, could limit our potential borrowings under the credit facility.	
 
 	·	 	Minimum Consolidated Net Worth must be at least $346.7 million, plus 50% of consolidated net income for each quarter, beginning with the quarter ended December 31, 2016 (loss quarters not counted).  Such amount was calculated as $356.9 million at March 31, 2017, whereas our actual consolidated stockholders’ equity at this date was in compliance at $442.7 million.	
 
Trade Credit Agreements.  These agreements contain similar financial ratios and operational covenants and restrictions as those contained in our bank line of credit described above.  These agreements also contain cross-default provisions whereby a default under the bank agreement would also constitute a default under these agreements.  Financing under these agreements is limited to the purchase of specific branded products from authorized suppliers, and amounts outstanding must be fully collateralized by inventories of those products on hand.
 
Capital Markets.  Our ability to raise additional funds in the capital market depends upon, among other things, general economic conditions, the condition of the information technology industry, our financial performance and stock price, and the state of the capital markets.
 
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Our critical accounting policies have not materially changed from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.  These policies include revenue recognition, accounts receivable, vendor allowances, inventory, and the value of goodwill and long-lived assets, including intangibles.
 
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
 
Recently issued financial accounting standards are detailed in Note 1, “Summary of Significant Accounting Policies,” in the Notes to the Unaudited Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.
18

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a description of our market risks, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.   No material changes have occurred in our market risks since December 31, 2016.
 
19

 
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 4 - CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2017.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.  Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as described above.  Based on this evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
 
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
20

 
Table of Contents
PART II - OTHER INFORMATION
Item 1A - Risk Factors
 
In addition to other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which could materially affect our business, financial position, and results of operations. Risk factors which could cause actual results to differ materially from those suggested by forward-looking statements include but are not limited to those discussed or identified in this document, in our public filings with the SEC, and those incorporated by reference in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.
 
Item 6 - Exhibits  

Exhibit
Number	 	Description	
31.1	*	 	Certification of the Company’s President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
31.2	*	 	Certification of the Company’s Vice President and Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
32.1	*	 	Certification of the Company’s President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
32.2	*	 	Certification of the Company’s Vice President and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
101.INS	**	 	XBRL Instance Document.	
101.SCH	**	 	XBRL Taxonomy Extension Schema Document.	
101.CAL	**	 	XBRL Taxonomy Calculation Linkbase Document.	
101.DEF	**	 	XBRL Taxonomy Extension Definition Linkbase Document	
101.LAB	**	 	XBRL Taxonomy Label Linkbase Document.	
101.PRE	**	 	XBRL Taxonomy Presentation Linkbase Document.	

 	 	 	 	
*	 	 	Filed herewith.	
**	 	 	Submitted electronically herewith.	
 
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2017 and March 31, 2016, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and March 31, 2016, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
 
21

 
Table of Contents
SIGNATURES
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 thereunto duly authorized.
PC CONNECTION, INC.

 

 	 	 	 	 	
Date:	May 8, 2017	 	By:	/s/ TIMOTHY MCGRATH	
 	 	 	 	Timothy McGrath	
 	 	 	 	President and Chief Executive Officer
(Duly Authorized Officer)	
 	 	 	 	 	
Date:	May 8, 2017	 	By:	/s/ WILLIAM SCHULZE	
 	 	 	 	William Schulze	
 	 	 	 	Vice President, Interim Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)	

22

Exhibit 31.1
CERTIFICATION
I, Timothy McGrath, certify that:
 	1.	 	I have reviewed this Quarterly Report on Form 10-Q of PC Connection, Inc.;	
 
 	2.	 	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
 	3.	 	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;	
 
 	4.	 	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

 	a)	 	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

 	b)	 	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 	

 	c)	 	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

 	d)	 	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
 	5.	 	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	

 	a)	 	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and	

 	b)	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

 

6	 	 	
Date:  May 8, 2017	 	/s/ TIMOTHY MCGRATH	
 	 	Timothy McGrath	
 	 	President and Chief Executive Officer	

Exhibit 31.2
CERTIFICATION
I, William Schulze, certify that:
 	1.	 	I have reviewed this Quarterly Report on Form 10-Q of PC Connection, Inc.;	
 
 	2.	 	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
 	3.	 	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;	
 
 	4.	 	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 
 	a)	 	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

 	b)	 	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 	

 	c)	 	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

 	d)	 	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
 	5.	 	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 
 	a)	 	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and	

 	b)	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

 

Date:    May 8, 2017	 	/s/ WILLIAM SCHULZE	
 	 	William Schulze	
 	 	Vice President, Interim Treasurer and Chief Financial Officer	

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of PC Connection, Inc. (the “Company”) for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Timothy McGrath,  President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
 	(1)	 	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 
 	(2)	 	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

 

 	 	 	
Date:  May 8, 2017	 	/s/ TIMOTHY MCGRATH	
 	 	Timothy McGrath	
 	 	President and Chief Executive Officer	

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of PC Connection, Inc. (the “Company”) for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, William Schulze,  Vice President and Interim Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
 	(1)	 	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 
 	(2)	 	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

 

 	 	 	
Date:  May 8, 2017	 	/s/ WILLIAM SCHULZE	
 	 	William Schulze	
 	 	Vice President,  Interim Treasurer Chief Financial Officer