PC CONNECTION INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ Repurchases under our stock repurchase program are made from time to time at management’s discretion in accordance with applicable federal securities laws. All repurchases of our common stock have been recorded as treasury stock. The following table summarizes information relating to purchases of common stock made by or on our behalf during the quarter ended March 31, 2023 (dollars in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate Dollar Value ​ ​ ​ ​ ​ ​ ​ Shares Purchased as ​ of Shares that May Yet Be ​ ​ ​ Total Number ​ ​ ​ Part of Publicly ​ Purchased Under the Plans ​ ​ ​ of Shares ​ Average Price Paid ​ Announced Plans or ​ or Programs ​ Period Purchased Per Share Programs (1) (in thousands) (1)(2) ​ 01/01/23-01/31/23 ​ — ​ $ — ​ — ​ $ 37,692 ​ 02/01/23-02/28/23 ​ 52,902 ​ ​ 43.02 ​ 52,902 ​ $ 35,416 ​ 03/01/23-03/31/23 ​ 26,295 ​ ​ 43.63 ​ 26,295 ​ $ 34,269 ​ ​ ​ 79,197 ​ $ 43.22 ​ 79,197 ​ ​ ​ ​ ​ (1) We have repurchased in aggregate approximately 2.7 million shares of our common stock for approximately $45.7 million pursuant to the repurchase program approved by the Board of Directors. ​ (2) On March 28, 2001, our Board of Directors authorized the spending of up to $15.0 million to repurchase shares of our common stock. On each of February 11, 2014, December 17, 2018, and November 22, 2022, our Board of Directors approved increases of $15.0 million, $25.0 million, and $25.0 million, respectively, to the repurchase program bringing the aggregate authorized amount under the repurchase program to $80.0 million. There is no fixed termination date for this repurchase program. Purchases may be made in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions. The timing and amount of any share repurchases will be based on market conditions and other factors. ​ ​ ​ ​ 23 Table of Contents Item 6 - Exhibits ​ ​ ​ ​ ​ Exhibit Number ​ Description ​ ​ ​ ​ 3.1 ​ ​ Amended and Restated Certificate of Incorporation of PC Connection, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-4 (333-63272) filed on June 19, 2001) . ​ ​ ​ ​ 3.2 ​ ​ Amended and Restated Bylaws of PC Connection, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed on January 9, 2008). ​ 10.1 * ​ Director Compensation and Executive Bonus Plan, as amended. ​ ​ ​ ​ 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 Senior Vice President and 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 Senior Vice President and 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 ** ​ Inline XBRL Instance Document* - The Instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. ​ ​ ​ ​ 101.SCH ** ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ 101.CAL ** ​ Inline XBRL Taxonomy Calculation Linkbase Document. ​ ​ ​ ​ 101.DEF ** ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ 101.LAB ** ​ Inline XBRL Taxonomy Label Linkbase Document. ​ ​ ​ ​ 101.PRE ** ​ Inline XBRL Taxonomy Presentation Linkbase Document. ​ ​ ​ ​ 104 ** ​ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). * 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, 2023 and December 31, 2022, (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2023 and 2022, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 2022, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, and (v) Notes to Unaudited Condensed Consolidated Financial Statements. ​ 24 Table of Contents ​ SIGNATURE S 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 4, 2023 ​ By: /s/ TIMOTHY J. MCGRATH ​ ​ ​ ​ Timothy J. McGrath ​ ​ ​ ​ President and Chief Executive Officer (Duly Authorized Officer) ​ ​ ​ ​ ​ Date: May 4, 2023 ​ By: /s/ THOMAS C. BAKER ​ ​ ​ ​ Thomas C. Baker ​ ​ ​ ​ Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) ​ ​ ​ ​ 25