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): July 28, 2016
PC Connection, Inc. |
(Exact name of registrant as specified in charter) |
Delaware |
0-23827 |
02-0513618 |
(State or other juris- diction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Rt. 101A, 730 Milford Road Merrimack, NH |
03054 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (603) 683-2000
N/A |
(Former name or former address, if changed since last report) |
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On July 28, 2016, PC Connection, Inc. announced its financial results for the quarter ended June 30, 2016. 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 | ||
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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 July 28, 2016. |
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: |
July 28, 2016 |
PC CONNECTION, INC. |
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By: |
/s/ Joseph Driscoll |
Joseph Driscoll |
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Senior Vice President, Treasurer and |
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Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Press release issued by PC Connection, Inc. on July 28, 2016. |
Exhibit 99.1
PC Connection, Inc. Reports Second Quarter 2016 Results
SECOND QUARTER SUMMARY:
MERRIMACK, N.H.--(BUSINESS WIRE)--July 28, 2016--PC Connection, Inc. (NASDAQ: PCCC), a national provider of a full range of information technology (IT) solutions to business, government, healthcare, and education markets, today announced results for the quarter ended June 30, 2016. The Q2 results include one month of activity for Softmart, Inc. which was acquired on May 27, 2016. Softmart is a national solution provider of hardware, software, and services, and annual revenues are approximately $200 million. Softmart has significant expertise with Microsoft, and has built a team of cloud experts, in addition to having attained Microsoft Tier 1 Cloud Solution Provider status.
Net sales for the second quarter of 2016 increased by 7.7% to $676.2 million, compared to $627.6 million for the prior year quarter. Gross profit increased by 13.1% from $83.0 million to $93.9 million primarily due to an increase in gross margin from 13.2% to 13.9% in the second quarter of 2016. Net income for the quarter ended June 30, 2016 increased by 7.1% to $12.5 million, or $0.47 per diluted share, compared to net income of $11.6 million, or $0.44 per diluted share for the prior year quarter.
The second quarter 2016 results include $0.8 million of acquisition and restructuring costs. This charge includes professional fees related to the Softmart acquisition, severance related to internal restructuring activities, and duplicate costs incurred in our office move from Itasca, Illinois to Schaumburg, Illinois. The Company will continue to evaluate additional restructuring in the third quarter. In addition, the Company will break out amortization of acquired intangible assets in the income statement, which is estimated to be approximately $0.3 million per quarter. Earnings per share, adjusted for acquisition costs, restructuring charges, and amortization of acquired intangibles, increased to $0.49 cents per share for the quarter ended June 30, 2016, compared to $0.44 cents per share for the prior year quarter.
Net sales for the six months ended June 30, 2016 were $1,248.6 million, an increase of $39.7 million or 3.3%, compared to $1,208.9 million for the six months ended June 30, 2015. Net income for the six months ended June 30, 2016 increased by 6.5% to $21.5 million, or $0.81 per diluted share, compared to net income of $20.2 million, or $0.76 per diluted share, for the six months ended June 30, 2015. Earnings before interest, taxes, acquisition and restructuring costs, depreciation and amortization, and stock-based compensation expense (“Adjusted EBITDA”) totaled $93.1 million for the twelve months ended June 30, 2016, compared to $84.1 million for the twelve months ended June 30, 2015.
Quarterly Performance by Segment:
Quarterly Sales by Product Mix:
Overall gross profit increased by $10.9 million, or 13.1%, in the second quarter of 2016, compared to the prior year quarter. Consolidated gross margin, as a percentage of net sales, increased to 13.9% for the second quarter of 2016, compared to 13.2% for the prior year quarter.
Selling, general and administrative expenses, excluding acquisition costs, restructuring charges, and amortization of acquired intangibles, increased in the second quarter of 2016 to $71.9 million from $63.1 million in the prior year quarter, with variable cost increasing due to higher levels of gross profit. We continue to invest in technical solution sales capabilities and expect SG&A expenses to rise accordingly. However, we are highly focused on improving efficiencies and streamlining wherever possible.
Total cash was $47.3 million at June 30, 2016, compared to $80.2 million at December 31, 2015. The primary cause of the decline was the $34 million acquisition price for Softmart. Days sales outstanding were 45 days at June 30, 2016, and inventory turns were 22 turns in the second quarter of 2016.
“The Softmart acquisition solidifies our position as one of Microsoft’s largest partners, and it provides us with enhanced cloud and services capabilities," said Timothy McGrath, President and Chief Executive Officer. "Our strong revenue and gross profit performance drove significant growth in net income this quarter. We believe our team and the strategies we have in place position us well to gain market share and increase long-term shareholder value.”
Non-GAAP Financial Information
Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. This information is included to provide information with respect to the Company’s operating performance and earnings.
About PC Connection, Inc.
PC Connection, Inc., a Fortune 1000 company, has three wholly owned sales subsidiaries: 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 from our ISO 9001:2008 certified technical configuration lab at our distribution center in Wilmington, OH. In addition, the company has over 2,500 technical certifications to ensure that we can solve the most complex issues of our customers. Investors and media can find more information about PC Connection, Inc. at http://ir.pcconnection.com.
PC Connection Sales Corporation (800-800-5555), the original business of PC Connection, Inc. serving primarily the small- and medium-sized business sector, is a rapid-response provider of IT products and services. It offers more than 300,000 brand-name products through its staff of technically trained sales account managers, catalogs, publications, and its website at www.pcconnection.com. This company also serves consumer and small office users and is, under its MacConnection brand (800-800-2222), one of Apple’s largest authorized online resellers at www.macconnection.com.
MoreDirect, Inc. (561-237-3300), www.moredirect.com, provides corporate technology buyers with best-in-class IT solutions, in-depth IT supply-chain expertise, and access to over 300,000 products and 1,600 vendors through TRAXX™, our proprietary cloud-based eProcurement system. MoreDirect’s team of engineers, software licensing specialists, and project managers help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.
GovConnection, Inc. (800-800-0019) is a rapid-response provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, catalogs, 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 and environment, 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 manage costs in response to fluctuations in revenue, and other risks that could cause actual results to differ materially from expectations, including those detailed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2015. More specifically, the statements in this release concerning the Company’s outlook for selling, general, and administrative expenses, the Company’s efforts in improving efficiencies and streamlining its business and other statements of a non-historical basis (including statements regarding the Company’s ability to increase market share and enhance long-term shareholder value and the Company’s continuing investments in technical solution sales capabilities) 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, the ability of the Company to gain or maintain market share, and the ability of the Company to hire and retain qualified sales representatives and other essential personnel. The Company disclaims any 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.
CONSOLIDATED SELECTED FINANCIAL INFORMATION | |||||||||||||||||
At or for the Three Months Ended June 30, | 2016 | 2015 | |||||||||||||||
% of | % of | % | |||||||||||||||
(Amounts and shares in thousands, except operating data, P/E ratio, and per share data) | Net Sales | Net Sales | Change | ||||||||||||||
Operating Data: | |||||||||||||||||
Net sales | $ | 676,165 | $ | 627,622 | 8 | % | |||||||||||
Diluted earnings per share | $ | 0.47 | $ | 0.44 | 7 | % | |||||||||||
Gross margin | 13.9 | % | 13.2 | % | |||||||||||||
Operating margin | 3.1 | % | 3.1 | % | |||||||||||||
Return on equity (1) | 12.3 | % | 12.4 | % | |||||||||||||
Inventory turns | 22 | 24 | |||||||||||||||
Days sales outstanding (2) | 45 | 43 | |||||||||||||||
% of | % of | ||||||||||||||||
Product Mix: | Net Sales | Net Sales | |||||||||||||||
Notebooks/Mobility | 23 | % | 24 | % | |||||||||||||
Software | 22 | 18 | |||||||||||||||
Servers/Storage | 10 | 12 | |||||||||||||||
Net/Com Products | 7 | 8 | |||||||||||||||
Other Hardware/Services | 38 | 38 | |||||||||||||||
Total Net Sales | 100 | % | 100 | % | |||||||||||||
Stock Performance Indicators: | |||||||||||||||||
Actual shares outstanding | 26,522 | 26,396 | |||||||||||||||
Total book value per share | $ | 15.65 | $ | 14.23 | |||||||||||||
Tangible book value per share | $ | 12.63 | $ | 12.23 | |||||||||||||
Closing price | $ | 23.80 | $ | 24.74 | |||||||||||||
Market capitalization | $ | 631,224 | $ | 653,037 | |||||||||||||
Trailing price/earnings ratio | 13.1 | 14.8 | |||||||||||||||
LTM Adjusted EBITDA (3) | $ | 93,092 | $ | 84,084 | |||||||||||||
Adjusted market capitalization/LTM Adjusted EBITDA (4) | 6.3 | 6.9 | |||||||||||||||
(1) Based on last twelve months' net income. | |||||||||||||||||
(2) Excludes the impact of the Softmart acquisition. | |||||||||||||||||
(3) Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for stock-based compensation. | |||||||||||||||||
and acquisition and restructuring costs. | |||||||||||||||||
(4) Adjusted market capitalization is defined as gross market capitalization less cash balance. | |||||||||||||||||
REVENUE AND MARGIN INFORMATION | |||||||||||||||||
For the Three Months Ended June 30, | 2016 | 2015 | |||||||||||||||
Net | Gross | Net | Gross | ||||||||||||||
(amounts in thousands) | Sales | Margin | Sales | Margin | |||||||||||||
SMB | $ | 280,814 | 16.2 | % | $ | 259,346 | 15.4 | % | |||||||||
Large Account | 259,630 | 12.4 | 231,803 | 12.4 | |||||||||||||
Public Sector | 135,721 | 11.9 | 136,473 | 10.5 | |||||||||||||
Total | $ | 676,165 | 13.9 | % | $ | 627,622 | 13.2 | % | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||
Three Months Ended June 30, | 2016 | 2015 | ||||||||||||
(amounts in thousands, except per share data) | Amount | % of Net Sales | Amount | % of Net Sales | ||||||||||
Net sales | $ | 676,165 | 100.0 | % | $ | 627,622 | 100.0 | % | ||||||
Cost of sales | 582,291 | 86.1 | 544,635 | 86.8 | ||||||||||
Gross profit | 93,874 | 13.9 | 82,987 | 13.2 | ||||||||||
Acquisition and restructuring costs | 841 | 0.1 | 271 | – | ||||||||||
Amortization of acquired intangible assets | 83 | – | – | – | ||||||||||
Selling, general and administrative expenses, other | 71,940 | 10.7 | 63,093 | 10.1 | ||||||||||
Income from operations | 21,010 | 3.1 | 19,623 | 3.1 | ||||||||||
Interest/other expense, net | (12 | ) | – | (39 | ) | – | ||||||||
Income tax provision | (8,540 | ) | (1.3 | ) | (7,955 | ) | (1.2 | ) | ||||||
Net income | $ | 12,458 | 1.8 | % | $ | 11,629 | 1.9 | % | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.47 | $ | 0.44 | ||||||||||
Diluted | $ | 0.47 | $ | 0.44 | ||||||||||
Shares used in the computation of earnings per common share: | ||||||||||||||
Basic | 26,501 | 26,363 | ||||||||||||
Diluted | 26,691 | 26,616 | ||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||
Six Months Ended June 30, | 2016 | 2015 | ||||||||||||
(amounts in thousands, except per share data) | Amount | % of Net Sales | Amount | % of Net Sales | ||||||||||
Net sales | $ | 1,248,559 | 100.0 | % | $ | 1,208,881 | 100.0 | % | ||||||
Cost of sales | 1,072,492 | 85.9 | 1,048,281 | 86.7 | ||||||||||
Gross profit | 176,067 | 14.1 | 160,600 | 13.3 | ||||||||||
Acquisition and restructuring costs | 841 | 0.1 | 271 | – | ||||||||||
Amortization of acquired intangible assets | 83 | – | – | – | ||||||||||
Selling, general and administrative expenses, other | 138,969 | 11.1 | 126,527 | 10.5 | ||||||||||
Income from operations | 36,174 | 2.9 | 33,802 | 2.8 | ||||||||||
Interest/other expense, net | (26 | ) | – | (38 | ) | – | ||||||||
Income tax provision | (14,627 | ) | (1.2 | ) | (13,551 | ) | (1.1 | ) | ||||||
Net income | $ | 21,521 | 1.7 | % | $ | 20,213 | 1.7 | % | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.81 | $ | 0.77 | ||||||||||
Diluted | $ | 0.81 | $ | 0.76 | ||||||||||
Shares used in the computation of earnings per common share: | ||||||||||||||
Basic | 26,500 | 26,354 | ||||||||||||
Diluted | 26,681 | 26,605 | ||||||||||||
EBITDA AND ADJUSTED EBITDA | ||||||||||||
A reconciliation of EBITDA and Adjusted EBITDA is detailed below. Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted for stock-based compensation. Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either includes or excludes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance including our ability to fund our future capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. | ||||||||||||
(amounts in thousands) | Three Months Ended June 30, | LTM Ended June 30, (1) | ||||||||||
2016 | 2015 | % Change | 2016 | 2015 | % Change | |||||||
Net income | $ 12,458 | $ 11,629 | $ 48,135 | $ 44,334 | ||||||||
Depreciation and amortization | 2,388 | 2,179 | 9,394 | 8,599 | ||||||||
Income tax expense | 8,540 | 7,955 | 32,716 | 29,886 | ||||||||
Interest/other expense, net | 12 | 39 | 75 | 88 | ||||||||
EBITDA | 23,398 | 21,802 | 90,320 | 82,907 | ||||||||
Acquisition and restructuring costs (2) | 841 | 271 | 1,596 | 271 | ||||||||
Stock-based compensation | 356 | 225 | 1,176 | 906 | ||||||||
Adjusted EBITDA | $ 24,595 | $ 22,298 | 10% | $ 93,092 | $ 84,084 | 11% | ||||||
(1) LTM: Last twelve months | ||||||||||||
(2) Acquisition and restructuring costs consist of professional fees related to the Softmart acquisition, severance related to internal restructuring activities, duplicate costs incurred in our office move of our Chicago-area office, and in 2015, duplicate costs incurred in the transition to a new distribution center. |
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ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE | ||||||||||||||||||
A reconciliation from Net Income to Adjusted Net Income is detailed below. Adjusted Net Income is defined as Net Income plus the Amortization of Acquired Intangible Assets and Acquisition and Restructuring Costs, net of tax. Adjusted Net Income and Adjusted Earnings Per Share are considered non-GAAP financial measures (see note above in Adjusted EBITDA for a description of non-GAAP financial measures). The Company believes that these non-GAAP disclosures provide helpful information with respect to the Company's operating performance. | ||||||||||||||||||
(amounts in thousands, except per share data) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2016 | 2015 | % Change | 2016 | 2015 | % Change | |||||||||||||
Net income | $ | 12,458 | $ | 11,629 | $ | 21,521 | $ | 20,213 | ||||||||||
Acquisition and restructuring costs, net of tax (1) | 499 | 161 | 499 | 161 | ||||||||||||||
Amortization of acquired intangible assets, net of tax (2) | 49 | - | 49 | - | ||||||||||||||
Adjusted Net Income | $ | 13,006 | $ | 11,790 | $ | 22,069 | $ | 20,374 | ||||||||||
Diluted shares | 26,691 | 26,616 | 26,681 | 26,605 | ||||||||||||||
Adjusted Diluted Earnings per Share | $ | 0.49 | $ | 0.44 | 10.0 | % | $ | 0.83 | $ | 0.77 | 8 | % | ||||||
(1) Acquisition and restructuring costs consist of professional fees related to the Softmart acquisition, severance related to internal restructuring activities, duplicate costs incurred in our office move of our Chicago-area office, and in 2015, duplicate costs incurred in the transition to a new distribution center. |
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(2) Amortization of acquired intangible assets relates to intangible assets acquired from Softmart, including the existing customer base and other intangible assets. |
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June 30, | December 31, | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | 2016 | 2015 | ||||||
(amounts in thousands) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 47,299 | $ | 80,188 | ||||
Accounts receivable, net | 387,975 | 356,145 | ||||||
Inventories | 112,494 | 102,780 | ||||||
Deferred income taxes | - | 7,909 | ||||||
Prepaid expenses and other current assets | 5,348 | 4,254 | ||||||
Income taxes receivable | 2,119 | 1,575 | ||||||
Total current assets | 555,235 | 552,851 | ||||||
Property and equipment, net | 33,765 | 32,227 | ||||||
Goodwill | 67,510 | 51,276 | ||||||
Other intangibles, net | 12,586 | 1,668 | ||||||
Other assets | 1,078 | 1,052 | ||||||
Total Assets | $ | 670,174 | $ | 639,074 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 191,183 | $ | 166,516 | ||||
Accrued expenses and other liabilities | 27,502 | 36,207 | ||||||
Accrued payroll | 19,840 | 19,280 | ||||||
Total current liabilities | 238,525 | 222,003 | ||||||
Deferred income taxes | 13,733 | 21,615 | ||||||
Other liabilities | 2,834 | 3,005 | ||||||
Total Liabilities | 255,092 | 246,623 | ||||||
Stockholders’ Equity: | ||||||||
Common stock | 284 | 284 | ||||||
Additional paid-in capital | 110,271 | 109,161 | ||||||
Retained earnings | 320,389 | 298,868 | ||||||
Treasury stock at cost | (15,862 | ) | (15,862 | ) | ||||
Total Stockholders’ Equity | 415,082 | 392,451 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 670,174 | $ | 639,074 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
Six Months Ended June 30, | 2016 | 2015 | ||
(amounts in thousands) | ||||
Cash Flows from Operating Activities: | ||||
Net income | $ 21,521 | $ 20,213 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 4,803 | 4,370 | ||
Stock-based compensation expense | 645 | 463 | ||
Provision for doubtful accounts | 131 | 718 | ||
Deferred income taxes | 27 | 61 | ||
Excess tax benefit from exercise of equity awards | (32) | (95) | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (10,370) | (40,590) | ||
Inventories | (9,558) | (7,658) | ||
Prepaid expenses and other current assets | (1,192) | (1,742) | ||
Other non-current assets | (26) | (94) | ||
Accounts payable | 10,457 | 37,231 | ||
Accrued expenses and other liabilities | 596 | 3,597 | ||
Net cash provided by operating activities | 17,002 | 16,474 | ||
Cash Flows from Investing Activities: | ||||
Purchases of equipment | (5,782) | (5,752) | ||
Purchase of Softmart | (33,983) | - | ||
Net cash used for investing activities | (39,765) | (5,752) | ||
Cash Flows from Financing Activities: | ||||
Dividend payment | (10,591) | - | ||
Issuance of stock under Employee Stock Purchase Plan | 473 | 435 | ||
Exercise of stock options | - | 379 | ||
Excess tax benefit from exercise of equity awards | 32 | 95 | ||
Payment of payroll taxes on stock-based compensation through shares withheld | (40) | (43) | ||
Net cash (used for) provided by financing activities | (10,126) | 866 | ||
(Decrease) increase in cash and cash equivalents | (32,889) | 11,588 | ||
Cash and cash equivalents, beginning of period | 80,188 | 60,909 | ||
Cash and cash equivalents, end of period | $ 47,299 | $ 72,497 | ||
Non-cash Investing Activities: | ||||
Accrued capital expenditures | $ 338 | $ 455 | ||
Supplemental Cash Flow Information: | ||||
Income taxes paid | $ 15,658 | $ 16,500 | ||
pccc-g
CONTACT:
PC Connection, Inc.
Joseph Driscoll, 603-683-2505
Senior
Vice President, Treasurer and Chief Financial Officer