UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
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(Mark One) |
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þ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE |
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For the quarterly period ended June 30, 2003
OR
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE |
For the transition period from ________________ to _______________
Commission file number 0-23827
PC CONNECTION, INC.
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DELAWARE |
02-0513618 |
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730 MILFORD ROAD, |
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Registrant's telephone number, including area code
(603) 423-2000Indicate by check mark (ü ) 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.
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YES |
ü |
NO |
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Indicate by check
mark (ü ) whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Securities and Exchange Act of 1934, as amended.|
YES |
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NO |
ü |
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's Common Stock, $.01 par value, as of June 30, 2003 was 24,775,622.
PC CONNECTION, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
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PART I |
FINANCIAL INFORMATION |
Page |
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Item 1 |
Financial Statements: |
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Independent Accountants' Report |
1 |
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Condensed Consolidated Balance Sheets - June 30, 2003 |
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and December 31, 2002 |
2 |
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Condensed Consolidated Statements of Operations - Three and six |
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months ended June 30, 2003 and 2002 |
3 |
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Condensed Consolidated Statement of Changes in Stockholders' Equity - Six |
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months ended June 30, 2003 |
4 |
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Condensed Consolidated Statements of Cash Flows - Six months |
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ended June 30, 2003 and 2002 |
5 |
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Notes to Condensed Consolidated Financial Statements |
6 |
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Item 2 |
Management's Discussion and Analysis of Financial |
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Condition and Results of Operations |
14 |
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Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
29 |
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Item 4 |
Controls and Procedures |
30 |
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PART II |
OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
31 |
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Item 2 |
Changes in Securities and Use of Proceeds |
31 |
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Item 3 |
Defaults Upon Senior Securities |
31 |
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Item 4 |
Submission of Matters to a Vote of Security Holders |
31 |
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Item 5 |
Other Information |
31 |
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Item 6 |
Exhibits and Reports on Form 8-K |
32 |
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SIGNATURES |
33 |
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders of
PC Connection, Inc.
Merrimack, New Hampshire
We have reviewed the accompanying condensed consolidated balance sheet of PC Connection, Inc. and subsidiaries (the "Company") as of June 30, 2003, and the related condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2003 and 2002, and the condensed consolidated statement of changes in stockholders' equity for the six month period ended June 30, 2003, and the condensed statements of cash flows for the six-month periods ended June 30, 2003 and 2002. These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of PC Connection, Inc. and subsidiaries as of December 31, 2002, and the related consolidated statements of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 30, 2003 we expressed an unqualified opinion on those consolidated financial statements, and included an explanatory paragraph relating to the change in fiscal 2002 in the method of accounting for goodwill and intangible assets. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 18, 2003
-1-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
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June 30, |
December 31, |
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2003 |
2002 |
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(unaudited) |
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ASSETS |
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Current Assets: |
|||||
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Cash and cash equivalents |
$ |
8,396 |
$ |
1,797 |
|
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Restricted cash |
- |
5,000 |
|||
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Accounts receivable, net |
122,010 |
135,314 |
|||
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Inventories-merchandise |
62,175 |
52,479 |
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Deferred income taxes |
1,042 |
741 |
|||
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Income taxes receivable |
2,486 |
1,294 |
|||
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Prepaid expenses and other current assets |
4,955 |
3,278 |
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||||
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Total current assets |
201,064 |
199,903 |
|||
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Property and equipment, net |
23,056 |
25,995 |
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Goodwill, net |
33,704 |
33,704 |
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Other intangibles, net |
3,570 |
3,746 |
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Restricted cash |
5,000 |
5,000 |
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Other assets |
188 |
334 |
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Total assets |
$ |
266,582 |
$ |
268,682 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: |
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Current maturities of capital lease obligation to affiliate |
$ |
270 |
$ |
200 |
|
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Accounts payable |
90,337 |
85,493 |
|||
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Accrued expenses and other liabilities |
13,255 |
12,121 |
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Acquisition earn-out obligation |
- |
10,800 |
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Total current liabilities |
103,862 |
108,614 |
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Capital lease obligation to affiliate, less current maturities |
6,259 |
6,421 |
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Deferred income taxes |
2,975 |
3,503 |
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Total liabilities |
113,096 |
118,538 |
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Stockholders' Equity: |
|||||
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Common stock |
251 |
250 |
|||
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Additional paid-in capital |
75,637 |
75,274 |
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Retained earnings |
79,884 |
76,906 |
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Treasury stock at cost |
(2,286) |
(2,286) |
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Total stockholders' equity |
153,486 |
150,144 |
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Total liabilities and stockholders' equity |
$ |
266,582 |
$ |
268,682 |
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See accompanying notes to condensed consolidated financial statements.
-2-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(amounts in thousands, except per share data)
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Three Months Ended |
Six Months Ended |
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2003 |
2002 |
2003 |
2002 |
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Net sales |
$ |
321,568 |
$ |
291,188 |
$ |
605,095 |
$ |
528,308 |
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Cost of sales |
288,611 |
259,864 |
539,663 |
472,034 |
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Gross profit |
32,957 |
31,324 |
65,432 |
56,274 |
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Selling, general and administrative expenses |
30,018 |
30,609 |
59,657 |
58,087 |
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Restructuring costs and other special charges |
397 |
105 |
397 |
918 |
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Income (loss) from operations |
2,542 |
610 |
5,378 |
(2,731) |
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Interest expense |
(276) |
(296) |
(579) |
(538) |
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Other, net |
54 |
132 |
98 |
327 |
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Income (loss) before taxes |
2,320 |
446 |
4,897 |
(2,942) |
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Income tax (provision) credit |
(917) |
(169) |
(1,919) |
1,119 |
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Net income (loss) |
$ |
1,403 |
$ |
277 |
$ |
2,978 |
$ |
(1,823) |
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Weighted average common shares outstanding: |
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Basic |
24,665 |
24,553 |
24,658 |
24,552 |
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Diluted |
25,013 |
24,833 |
24,960 |
24,552 |
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Earnings (loss) per common share: |
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Basic |
$ |
.06 |
$ |
.01 |
$ |
.12 |
$ |
(.07) |
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Diluted |
$ |
.06 |
$ |
.01 |
$ |
.12 |
$ |
(.07) |
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See accompanying notes to condensed consolidated financial statements.
-3-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Six Months Ended June 30, 2003
(Unaudited)
(amounts in thousands)
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Common Stock |
Additional |
Treasury Shares |
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Paid In |
Retained |
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Shares |
Amount |
Capital |
Earnings |
Shares |
Amount |
Total |
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Balance December 31, 2002 |
24,997 |
$ |
250 |
$ |
75,274 |
$ |
76,906 |
(362) |
$ |
(2,286) |
$ |
150,144 |
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Exercise of stock options, |
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including income tax benefits |
46 |
- |
152 |
- |
- |
- |
152 |
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Issuance of stock under |
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employee stock purchase plan |
50 |
1 |
211 |
- |
- |
- |
212 |
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Net income |
- |
- |
- |
2,978 |
- |
- |
2,978 |
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Balance - June 30, 2003 |
25,093 |
$ |
251 |
$ |
75,637 |
$ |
79,884 |
(362) |
$ |
(2,286) |
$ |
153,486 |
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See accompanying notes to condensed consolidated financial statements.
-4-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(amounts in thousands)
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Six Months Ended June 30, |
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2003 |
2002 |
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Cash Flows from Operating Activities : |
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Net income (loss) |
$ |
2,978 |
$ |
(1,823) |
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Adjustments to reconcile net income (loss) to net cash provided by |
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operating activities: |
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Depreciation and amortization |
4,408 |
3,787 |
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Deferred income taxes |
(829) |
96 |
|||
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Provision for doubtful accounts |
1,294 |
3,237 |
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Gain on disposal of fixed assets |
- |
(2) |
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Changes in assets and liabilities: |
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Accounts receivable |
12,010 |
21,253 |
|||
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Inventories |
(9,696) |
13,976 |
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Prepaid expenses and other current assets |
(2,869) |
(2,039) |
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Other non-current assets |
146 |
(63) |
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Accounts payable |
4,844 |
(8,888) |
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Income tax benefits from exercise of stock options |
110 |
26 |
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Accrued expenses and other liabilities |
1,166 |
(2,435) |
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Net cash provided by operating activities |
13,562 |
27,125 |
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|
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Cash Flows from Investing Activities: |
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Purchases of property and equipment |
(1,325) |
(3,370) |
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Proceeds from sale of property and equipment |
- |
9 |
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Payment of acquisition earn-out obligation |
(10,800) |
- |
|||
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Decrease in restricted cash |
5,000 |
- |
|||
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Payments for acquisition, net of cash acquired |
- |
(22,585) |
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Cash escrow funded for acquisition |
- |
(10,000) |
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Net cash used for investing activities |
(7,125) |
(35,946) |
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Cash Flows from Financing Activities: |
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Proceeds from short-term borrowings |
76,465 |
5,521 |
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Repayment of short-term borrowings |
(76,465) |
(5,521) |
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Repayment of capital lease obligation to affiliate |
(92) |
(83) |
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Repayment of notes payable |
- |
(500) |
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Exercise of stock options |
42 |
107 |
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Issuance of stock under employee stock purchase plan |
212 |
313 |
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Purchase of treasury shares |
- |
(448) |
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|
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Net cash provided by (used for) financing activities |
162 |
(611) |
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Increase (decrease) in cash and cash equivalents |
6,599 |
(9,432) |
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Cash and cash equivalents, beginning of period |
1,797 |
35,605 |
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Cash and cash equivalents, end of period |
$ |
8,396 |
$ |
26,173 |
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See accompanying notes to condensed consolidated financial statements.
-5-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(amounts in thousands, except per share data)
Note 1-Basis of Presentation
The accompanying condensed consolidated financial statements of PC Connection, Inc. and subsidiaries ("PCC") 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 those of the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission ("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. The operating results for the three and six months ended June 30, 2003 may not be indicative of the results expected for any succeeding quarter or the entire year ending Decembe r 31, 2003.
In November 2002, the Emerging Issues Task Force ("EITF") reached a final consensus on Issue No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a Vendor," which addresses how a reseller of a vendor's product should account for cash consideration received from a vendor. The EITF issued guidance on the following two issues: (1) cash consideration received from a vendor should be recognized as a reduction of cost of sales in the reseller's income statement, unless the consideration is a reimbursement for selling costs or payment for assets or services delivered to the vendor, and (2) performance-driven vendor rebates or refunds (e.g., minimum purchase or sales volumes) should be recognized as a reduction of cost of sales only if the payment is considered probable, and the method of allocating such payments in the financial statements should be systematic and rational based on the reseller's progress in achieving the underlying performance targets. The provisions of EIT F 02-16 were effective for our fiscal year beginning January 1, 2003. The recognition and measurement provisions of EITF 02-16 did not have a material effect on our results of operations or financial position.
Revenue Recognition
Revenue on product sales is recognized at the point in time when persuasive evidence of an arrangement exists, the price is fixed and final, delivery has occurred and there is a reasonable assurance of collection of the sales proceeds. We generally obtain oral or written purchase authorizations from our customers for a specified amount of product at a specified price. Because we either (i) have a general practice of covering customer losses while products are in transit despite title transferring to the customer at the point of shipment or (ii) have FOB - destination specifically set out in our arrangements with federal agencies, delivery is deemed to have occurred at the point in time when the product is received by the customer.
We provide our customers with a limited thirty-day right of return generally limited to defective merchandise. Revenue is recognized at delivery and a reserve for sales returns is recorded. We have demonstrated the ability to make reasonable and reliable estimates of product returns based on significant historical experience. Should such returns no longer prove estimable, we believe that the impact on our financials would not necessarily be significant since the return privilege expires 30 days after shipment.
All amounts billed to a customer in a sale transaction related to shipping and handling, if any, represent revenues earned for the goods provided and have been classified as "net sales." Costs related to such shipping and handling billings are classified as "cost of sales."
-6-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-
CONTINUED
(Unaudited)
(amounts in thousands, except per share data)
Note 1-Basis of Presentation - Cont'd.
Restricted Cash
In connection with the acquisition of MoreDirect, Inc. (see Note 6 - Acquisition of MoreDirect, Inc.), a $10,000 cash escrow was established to fund a portion of the contingent consideration. $5,000 of these escrowed funds were used in the first quarter of 2003 to satisfy a portion of the earn-out obligation payable by PC Connection.
Intangible Assets
Intangible assets subject to amortization, consisting of customer lists were $2,380 and $2,556 at June 30, 2003 and December 31, 2002 (net of accumulated amortization of $411 and $264, respectively). Intangible assets not subject to amortization are as follows:
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June 30, |
December 31, |
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Goodwill |
$ |
33,704 |
(1) |
$ |
33,704 |
(1) |
|
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Trademarks |
1,190 |
1,190 |
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(1)
Amortization of goodwill ceased with the adoption of SFAS No. 142 on January 1, 2002.For the six months ended June 30, 2003 and 2002, we recorded amortization expense of $176 and $0, respectively.
We have designated January 1 of each year as the date we intend to perform our annual impairment tests relative to goodwill. This test was completed in the first quarter of 2003 and no impairment was recorded.
The estimated amortization expense for each of the five succeeding years and thereafter is as follows:
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For the Year Ended December 31 |
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|
2003 |
$ |
177 |
(A) |
|
|
2004 |
353 |
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|
2005 |
353 |
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|
2006 |
353 |
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|
2007 |
353 |
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|
2008 and thereafter |
791 |
(A) Represents estimated amortization expense for the six months ending December 31, 2003.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and revisions to estimates are included in our results for the period in which the actual amounts become known.
Stock-Based Compensation
Compensation expense associated with awards of stock options to employees and directors is measured using the intrinsic value method. We have not recorded compensation expense under the intrinsic value method for the three and six months ended June 30, 2003 and 2002.
-7-
PC CONNECTION, INC. AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-
CONTINUED
(Unaudited)
(amounts in thousands, except per share data)
Note 1-Basis of Presentation - Cont'd.
Had we recorded compensation expense using the fair value method under SFAS No. 123, "Accounting for Stock-Based Compensation", pro forma net income (loss) and diluted net income (loss) per share for the periods indicated would have been as follows:
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Three Months |
Six Months |
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|
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June 30, (amounts in thousands, except per share data) |
2003 |
2002 |
2003 |
2002 |
|||||||
|
|
|||||||||||
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Net income (loss), as reported |
$ |
1,403 |
$ |
277 |
$ |
2,978 |
$ |
(1,823) |
|||
|
Compensation expense, under SFAS No. 123 |
1,264 |
755 |
2,027 |
1,510 |
|||||||
|
Net income (loss), under SFAS No. 123 |
639 |
(218) |
1,745 |
(2,814) |
|||||||
|
Basic net income (loss) per share, as reported |
.06 |
.01 |
.12 |
(.07) |
|||||||
|
Basic net income (loss) per share, under SFAS No. 123 |
.03 |
(.01) |
.07 |
(.11) |
|||||||
|
Diluted net income (loss) per share, as reported |
.06 |
.01 |
.12 |
(.07) |
|||||||
|
Diluted net income (loss) per share, under SFAS No. 123 |
.03 |
(.01) |
.07 |
(.11) |
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The Black-Scholes model was used to value options granted subsequent to the initial public offering. For the period ended June 30, 2003, a volatility factor of 96.8%, estimated option lives of four years, and a risk-free interest rate of 2.4% was used. For the period ended June 30, 2002, a volatility factor of 125.3%, estimated option lives of four years, and a risk-free interest rate of 2.8% was used. We believe that the assumptions used and the models applied to value the awards yield a reasonable estimate of the fair value of the grants made under the circumstances, given the alternatives under SFAS No. 123.
Note 2-Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed using the weighted average number of shares outstanding. Diluted earnings (loss) per common share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to options outstanding to purchase common stock, if dilutive.
The following table sets forth the computation of basic and diluted earnings (loss) per share:
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Three Months |
Six Months |
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|
|
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|
June 30, (amounts in thousands, except per share data) |
2003 |
2002 |
2003 |
2002 |
|||||||
|
|
|||||||||||
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Numerator: |
|||||||||||
|
Net income (loss) |
$ |
1,403 |
$ |
277 |
$ |
2,978 |
$ |
(1,823) |
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|
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Denominator: |
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Denominator for basic earnings per share: |
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Weig | |||||||||||