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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2003

OR

o

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
(State or other jurisdiction
of incorporation or organization)

 

02-0513618
(I.R.S. Employer
Identification No.)

     

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

 


03054
(Zip Code)

Registrant's telephone number, including area code      (603) 423-2000

Indicate 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.

 

YES

    ü     

     

NO

          

 

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

          

     

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

PART I

FINANCIAL INFORMATION

Page

     

Item 1

Financial Statements:

 
     
 

Independent Accountants' Report

1

     
 

Condensed Consolidated Balance Sheets - June 30, 2003

 
 

    and December 31, 2002

2

     
 

Condensed Consolidated Statements of Operations - Three and six

 
 

    months ended June 30, 2003 and 2002

3

     
 

Condensed Consolidated Statement of Changes in Stockholders' Equity - Six

 
 

    months ended June 30, 2003

4

     
 

Condensed Consolidated Statements of Cash Flows - Six months

 
 

    ended June 30, 2003 and 2002

5

     
 

Notes to Condensed Consolidated Financial Statements

6

     

Item 2

Management's Discussion and Analysis of Financial

 
 

    Condition and Results of Operations

14

     

Item 3

Quantitative and Qualitative Disclosures About Market Risk

29

     

Item 4

Controls and Procedures

30

     

PART II

OTHER INFORMATION

 
     

Item 1

Legal Proceedings

31

     

Item 2

Changes in Securities and Use of Proceeds

31

     

Item 3

Defaults Upon Senior Securities

31

     

Item 4

Submission of Matters to a Vote of Security Holders

31

     

Item 5

Other Information

31

     

Item 6

Exhibits and Reports on Form 8-K

32

     
 

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)


   

June 30,

   

December 31,


   

2003

   

2002


   

(unaudited)

     
           

ASSETS

         
           

Current Assets:

         
           

    Cash and cash equivalents

$

8,396 

 

$

1,797 

    Restricted cash

 

   

5,000 

    Accounts receivable, net

 

122,010 

   

135,314 

    Inventories-merchandise

 

62,175 

   

52,479 

    Deferred income taxes

 

1,042 

   

741 

    Income taxes receivable

 

2,486 

   

1,294 

    Prepaid expenses and other current assets

 

4,955 

   

3,278 

 


 
 


 
           

             Total current assets

 

201,064 

   

199,903 

           

Property and equipment, net

 

23,056 

   

25,995 

Goodwill, net

 

33,704 

   

33,704 

Other intangibles, net

 

3,570 

   

3,746 

Restricted cash

 

5,000 

   

5,000 

Other assets

 

188 

   

334 

 


 
 


 
           

            Total assets

$

266,582 

 

$

268,682 

 


 
 


 
           

LIABILITIES AND STOCKHOLDERS' EQUITY

         
           

Current Liabilities:

         
           

    Current maturities of capital lease obligation to affiliate

$

270 

 

$

200 

    Accounts payable

 

90,337 

   

85,493 

    Accrued expenses and other liabilities

 

13,255 

   

12,121 

    Acquisition earn-out obligation

 

   

10,800 

 


 
 


 
           

            Total current liabilities

 

103,862 

   

108,614 

           

Capital lease obligation to affiliate, less current maturities

 

6,259 

   

6,421 

Deferred income taxes

 

2,975 

   

3,503 

 


 
 


 
           

            Total liabilities

 

113,096 

   

118,538 

 


 
 


 
           

Stockholders' Equity:

         
           

    Common stock

 

251 

   

250 

    Additional paid-in capital

 

75,637 

   

75,274 

    Retained earnings

 

79,884 

   

76,906 

    Treasury stock at cost

 

(2,286)

   

(2,286)

 


 


           

            Total stockholders' equity

 

153,486

   

150,144

 


 


           

            Total liabilities and stockholders' equity

$

266,582

 

$

268,682

 


 


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)


 

Three Months Ended
June 30,

 

Six Months Ended
June 30,


   

2003

   

2002

   

2003

   

2002


                       

Net sales

$

321,568 

 

$

291,188 

 

$

605,095 

 

$

528,308 

Cost of sales

 

288,611 

   

259,864 

   

539,663 

   

472,034 

 


 
 


 
 


 
 


 
                       

            Gross profit

 

32,957 

   

31,324 

   

65,432 

   

56,274 

                       

Selling, general and administrative expenses

 

30,018 

   

30,609 

   

59,657 

   

58,087 

Restructuring costs and other special charges

 

397 

   

105 

   

397 

   

918 

 


 
 


 
 


 
 


 
                       

            Income (loss) from operations

 

2,542 

   

610 

   

5,378 

   

(2,731)

                       

Interest expense

 

(276)

   

(296)

   

(579)

   

(538)

Other, net

 

54 

   

132 

   

98 

   

327 

 


 
 


 
 


 
 


 
                       

            Income (loss) before taxes

 

2,320 

   

446 

   

4,897 

   

(2,942)

Income tax (provision) credit

 

(917)

   

(169)

   

(1,919)

   

1,119 

 


 
 


 
 


 
 


 
                       

Net income (loss)

$

1,403 

 

$

277 

 

$

2,978 

 

$

(1,823)

 


 
 


 
 


 
 


 
                       

Weighted average common shares outstanding:

                     

    Basic

 

24,665 

   

24,553 

   

24,658 

   

24,552 

 


 
 


 
 


 
 


 

    Diluted

 

25,013 

   

24,833 

   

24,960 

   

24,552 

 


 
 


 
 


 
 


 
                       

Earnings (loss) per common share:

                     

    Basic

$

.06 

 

$

.01 

 

$

.12 

 

$

(.07)

 


 
 


 
 


 
 


 

    Diluted

$

.06 

 

$

.01 

 

$

.12 

 

$

(.07)

 


 
 


 
 


 
 


 

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)


 

Common Stock

 

Additional

     

Treasury Shares

   
 


 

Paid In

 

Retained

 


   
 

Shares

 

Amount

 

Capital

 

Earnings

 

Shares

 

Amount

 

Total


                                       

Balance December 31, 2002

24,997

 

$

250

 

$

75,274

 

$

76,906

   

(362)

 

$

(2,286)

 

$

150,144

                                       

Exercise of stock options,

                                     

  including income tax benefits

46

   

-

   

152

   

-

   

   

   

152

                                       

Issuance of stock under

                                     

  employee stock purchase plan

50

   

1

   

211

   

-

   

   

   

212

                                       

Net income

-

   

-

   

-

   

2,978

   

   

   

2,978

 


 


 


 


 


 
 


 
 


                                       

Balance - June 30, 2003

25,093

 

$

251

 

$

75,637

 

$

79,884

   

(362)

 

$

(2,286)

 

$

153,486

 


 


 


 


 


 
 


 
 


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)


 

Six Months Ended June 30,


   

2003

   

2002


           

Cash Flows from Operating Activities:

         
           

    Net income (loss)

$

2,978 

 

$

(1,823)

    Adjustments to reconcile net income (loss) to net cash provided by

         

      operating activities:

         

        Depreciation and amortization

 

4,408 

   

3,787 

        Deferred income taxes

 

(829)

   

96 

        Provision for doubtful accounts

 

1,294 

   

3,237 

        Gain on disposal of fixed assets

 

-

   

(2)

    Changes in assets and liabilities:

         

        Accounts receivable

 

12,010 

   

21,253 

        Inventories

 

(9,696)

   

13,976 

        Prepaid expenses and other current assets

 

(2,869)

   

(2,039)

        Other non-current assets

 

146 

   

(63)

        Accounts payable

 

4,844 

   

(8,888)

        Income tax benefits from exercise of stock options

 

110 

   

26 

        Accrued expenses and other liabilities

 

1,166 

   

(2,435)

 


 
 


 
           

    Net cash provided by operating activities

 

13,562 

   

27,125 

 


 
 


 
           

Cash Flows from Investing Activities:

         
           

    Purchases of property and equipment

 

(1,325)

   

(3,370)

    Proceeds from sale of property and equipment

 

   

    Payment of acquisition earn-out obligation

 

(10,800)

   

    Decrease in restricted cash

 

5,000 

   

    Payments for acquisition, net of cash acquired

 

   

(22,585)

    Cash escrow funded for acquisition

 

   

(10,000)

 


 
 


 

    Net cash used for investing activities

 

(7,125)

   

(35,946)

 


 
 


 
           

Cash Flows from Financing Activities:

         
           

    Proceeds from short-term borrowings

 

76,465 

   

5,521 

    Repayment of short-term borrowings

 

(76,465)

   

(5,521)

    Repayment of capital lease obligation to affiliate

 

(92)

   

(83)

    Repayment of notes payable

 

   

(500)

    Exercise of stock options

 

42 

   

107 

    Issuance of stock under employee stock purchase plan

 

212 

   

313 

    Purchase of treasury shares

 

   

(448)

 


 
 


 

    Net cash provided by (used for) financing activities

 

162 

   

(611)

 


 
 


 
           

    Increase (decrease) in cash and cash equivalents

 

6,599 

   

(9,432)

    Cash and cash equivalents, beginning of period

 

1,797 

   

35,605 

 


 
 


 

    Cash and cash equivalents, end of period

$

8,396 

 

$

26,173 

 


 
 


 

 

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:


 

June 30,
2003

 

December 31,
2002


Goodwill

$

33,704

(1)

 

$

33,704

(1)

Trademarks

 

1,190

     

1,190

 

(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:

For the Year Ended December 31

       
         

2003

 

$

177

(A)

2004

   

353

 

2005

   

353

 

2006

   

353

 

2007

   

353

 

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:


 

Three Months
Ended

 

Six Months
Ended


June 30, (amounts in thousands, except per share data)

 

2003

   

2002

   

2003

   

2002


                       

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)

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:


 

Three Months
Ended

 

Six Months
Ended


June 30, (amounts in thousands, except per share data)

 

2003

   

2002

   

2003

   

2002


Numerator:

                     

    Net income (loss)

$

1,403

 

$

277

 

$

2,978

 

$

(1,823)

 


 


 


 


    Denominator:

                     

Denominator for basic earnings per share:

                     

    Weig