Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
PC CONNECTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET S
(Unaudited)
(amounts in thousands)
June 30,
December 31,
2024
2023
ASSETS
Current Assets:
Cash and cash equivalents
$
128,213
$
144,954
Short-term investments
257,590
152,232
Accounts receivable, net
598,826
606,834
Inventories, net
136,613
124,179
Income taxes receivable
9,281
4,348
Prepaid expenses and other current assets
16,982
16,092
Total current assets
1,147,505
1,048,639
Property and equipment, net
54,376
56,658
Right-of-use assets
3,917
4,340
Goodwill
73,602
73,602
Intangibles, net
2,819
3,428
Other assets
1,266
1,714
Total Assets
$
1,283,485
$
1,188,381
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$
317,111
$
263,682
Accrued payroll
23,004
20,440
Accrued expenses and other liabilities
48,527
43,843
Total current liabilities
388,642
327,965
Deferred income taxes
17,418
15,844
Noncurrent operating lease liabilities
2,497
3,181
Other liabilities
—
624
Total Liabilities
408,557
347,614
Stockholders’ Equity:
Common stock
293
293
Additional paid-in capital
134,967
130,878
Retained earnings
794,942
760,898
Accumulated other comprehensive (loss) income
( 103 )
81
Treasury stock, at cost
( 55,171 )
( 51,383 )
Total Stockholders’ Equity
874,928
840,767
Total Liabilities and Stockholders’ Equity
$
1,283,485
$
1,188,381
See notes to unaudited condensed consolidated financial statements.
1
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOM E
(Unaudited)
(amounts in thousands, except per share data)
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
Net sales
$
736,479
$
733,547
$
1,368,504
$
1,461,092
Cost of sales
599,937
605,770
1,113,890
1,211,019
Gross profit
136,542
127,777
254,614
250,073
Selling, general and administrative expenses
105,208
100,960
209,816
204,242
Restructuring and other charges
415
1,746
415
2,643
Income from operations
30,919
25,071
44,383
43,188
Interest income, net
4,649
1,874
9,216
3,160
Income before taxes
35,568
26,945
53,599
46,348
Income tax provision
( 9,407 )
( 7,248 )
( 14,284 )
( 12,453 )
Net income
$
26,161
$
19,697
$
39,315
$
33,895
Earnings per common share:
Basic
$
0.99
$
0.75
$
1.49
$
1.29
Diluted
$
0.99
$
0.75
$
1.48
$
1.28
Shares used in computation of earnings per common share:
Basic
26,348
26,256
26,355
26,291
Diluted
26,520
26,365
26,522
26,400
See notes to unaudited condensed consolidated financial statements.
2
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(Unaudited)
(amounts in thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
Net income
$
26,161
$
19,697
$
39,315
$
33,895
Other comprehensive loss:
Unrealized losses on available-for-sale investments, net of tax of $ 11 and $ 49 for the three and six months ended June 30, 2024, respectively, and net of tax of $ 0 for the three and six months ended June 30, 2023, respectively
( 41 )
—
( 184 )
—
Comprehensive income
$
26,120
$
19,697
$
39,131
$
33,895
See notes to unaudited condensed consolidated financial statements.
3
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(amounts in thousands)
Three Months Ended June 30, 2024
Common Stock
Additional
Retained
Accumulated Other
Treasury Shares
Shares
Amount
Paid-In Capital
Earnings
Comprehensive (Loss) Income
Shares
Amount
Total
Balance - March 31, 2024
29,271
$
293
$
132,596
$
771,416
$
( 62 )
( 2,905 )
$
( 51,571 )
$
852,672
Stock-based compensation expense
—
—
2,248
—
—
—
—
2,248
Restricted stock units vested
14
—
—
—
—
—
—
—
Shares withheld for taxes paid on stock awards
—
—
( 414 )
—
—
—
—
( 414 )
Repurchase of common stock for treasury
—
—
—
—
—
( 57 )
( 3,600 )
( 3,600 )
Issuance of common stock under Employee Stock Purchase Plan
9
—
537
—
—
—
—
537
Dividend declaration ($ 0.10 per share)
—
—
—
( 2,635 )
—
—
—
( 2,635 )
Net income
—
—
—
26,161
—
—
—
26,161
Other comprehensive loss, net of tax
—
—
—
—
( 41 )
—
—
( 41 )
Balance - June 30, 2024
29,294
$
293
$
134,967
$
794,942
$
( 103 )
( 2,962 )
$
( 55,171 )
$
874,928
Six Months Ended June 30, 2024
Common Stock
Additional
Retained
Accumulated Other
Treasury Shares
Shares
Amount
Paid-In Capital
Earnings
Comprehensive (Loss) Income
Shares
Amount
Total
Balance - December 31, 2023
29,262
$
293
$
130,878
$
760,898
$
81
( 2,902 )
$
( 51,383 )
$
840,767
Stock-based compensation expense
—
—
4,197
—
—
—
—
4,197
Restricted stock units vested
23
—
—
—
—
—
—
—
Shares withheld for taxes paid on stock awards
—
—
( 645 )
—
—
—
—
( 645 )
Repurchase of common stock for treasury
—
—
—
—
—
( 60 )
( 3,788 )
( 3,788 )
Issuance of common stock under Employee Stock Purchase Plan
9
—
537
—
—
—
—
537
Dividend declaration ($ 0.10 per share)
—
—
—
( 5,271 )
—
—
—
( 5,271 )
Net income
—
—
—
39,315
—
—
—
39,315
Other comprehensive loss, net of tax
—
—
—
—
( 184 )
—
—
( 184 )
Balance - June 30, 2024
29,294
$
293
$
134,967
$
794,942
$
( 103 )
( 2,962 )
$
( 55,171 )
$
874,928
Three Months Ended June 30, 2023
Common Stock
Additional
Retained
Accumulated Other
Treasury Shares
Shares
Amount
Paid-In Capital
Earnings
Comprehensive (Loss) Income
Shares
Amount
Total
Balance - March 31, 2023
29,133
$
291
$
127,424
$
698,128
$
—
( 2,852 )
$
( 49,360 )
$
776,483
Stock-based compensation expense
—
—
1,783
—
—
—
—
1,783
Restricted stock units vested
12
—
—
—
—
—
—
—
Shares withheld for taxes paid on stock awards
—
—
( 258 )
—
—
—
—
( 258 )
Repurchase of common stock for treasury
—
—
—
—
—
( 50 )
( 2,023 )
( 2,023 )
Issuance of common stock under Employee Stock Purchase Plan
13
—
537
—
—
—
—
537
Dividend declaration ($ 0.08 per share)
—
—
—
( 2,099 )
—
—
—
( 2,099 )
Net income
—
—
—
19,697
—
—
—
19,697
Balance - June 30, 2023
29,158
$
291
$
129,486
$
715,726
$
—
( 2,902 )
$
( 51,383 )
$
794,120
Six Months Ended June 30, 2023
Common Stock
Additional
Retained
Accumulated Other
Treasury Shares
Shares
Amount
Paid-In Capital
Earnings
Comprehensive (Loss) Income
Shares
Amount
Total
Balance - December 31, 2022
29,123
$
291
$
125,784
$
686,037
$
—
( 2,773 )
$
( 45,937 )
$
766,175
Stock-based compensation expense
—
—
3,636
—
—
—
—
3,636
Restricted stock units vested
22
—
—
—
—
—
—
—
Shares withheld for taxes paid on stock awards
—
—
( 471 )
—
—
—
—
( 471 )
Repurchase of common stock for treasury
—
—
—
—
—
( 129 )
( 5,446 )
( 5,446 )
Issuance of common stock under Employee Stock Purchase Plan
13
—
537
—
—
—
—
537
Dividend declaration ($ 0.08 per share)
—
—
—
( 4,206 )
—
—
—
( 4,206 )
Net income
—
—
—
33,895
—
—
—
33,895
Balance - June 30, 2023
29,158
$
291
$
129,486
$
715,726
$
—
( 2,902 )
$
( 51,383 )
$
794,120
See notes to unaudited condensed consolidated financial statements.
4
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S
(Unaudited)
(amounts in thousands)
Six Months Ended
June 30,
2024
2023
Cash Flows provided by Operating Activities:
Net income
$
39,315
$
33,895
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
6,539
6,167
Adjustments to credit losses reserve
410
1,247
Stock-based compensation expense
4,197
3,636
Deferred income taxes
1,623
—
Amortization of discount on short-term investments
( 5,593 )
—
Loss on disposal of fixed assets
36
475
Changes in assets and liabilities:
Accounts receivable
7,598
16,370
Inventories
( 12,434 )
48,948
Prepaid expenses, income tax receivable, and other current assets
( 5,823 )
( 13,653 )
Other non-current assets
448
140
Accounts payable
53,172
44,584
Accrued expenses and other liabilities
6,188
( 6,364 )
Net cash provided by operating activities
95,676
135,445
Cash Flows used in Investing Activities:
Purchases of short-term investments
( 203,278 )
—
Maturities of short-term investments
103,280
—
Purchases of property and equipment
( 3,427 )
( 4,860 )
Net cash used in investing activities
( 103,425 )
( 4,860 )
Cash Flows used in Financing Activities:
Proceeds from short-term borrowings
10,560
67,895
Repayment of short-term borrowings
( 10,560 )
( 67,895 )
Purchase of common stock for treasury shares
( 3,613 )
( 5,392 )
Dividend payments
( 5,271 )
( 4,206 )
Issuance of stock under Employee Stock Purchase Plan
537
537
Payment of payroll taxes on stock-based compensation through shares withheld
( 645 )
( 471 )
Net cash used in financing activities
( 8,992 )
( 9,532 )
(Decrease) increase in cash and cash equivalents
( 16,741 )
121,053
Cash and cash equivalents, beginning of period
144,954
122,930
Cash and cash equivalents, end of period
$
128,213
$
243,983
Non-cash Investing and Financing Activities:
Accrued purchases of property and equipment
$
347
$
205
Accrued purchase of common stock for treasury shares
$
211
$
—
Accrued excise tax on treasury purchases
$
18
$
54
Supplemental Cash Flow Information:
Income taxes paid
$
17,946
$
27,410
Interest paid
$
2
$
18
See notes to unaudited condensed consolidated financial statements.
5
Table of Contents
PC CONNECTION, INC. AND SUBSIDIARIES
PART I―FINANCIAL INFORMATION
Item 1―Financial Statements
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT S
(amounts in thousands, except per share data)
Note 1– Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of PC Connection, Inc. and its subsidiaries, or the Company, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting and in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Such principles were applied on a basis consistent with the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
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 and six months ended June 30, 2024 may not be indicative of the results expected for any succeeding quarter or the entire year ending December 31, 2024.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts and disclosures of assets and liabilities and the reported amounts and disclosures of revenue and expenses during the period. Management bases its estimates and judgments on the information available at the time and various other assumptions believed to be reasonable under the circumstances. By nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates and assumptions.
Cash and Cash Equivalents and Investments
The Company considers all highly liquid short-term investments with original maturities of 90 days or less to be cash equivalents. The carrying value of the Company’s cash equivalents approximates fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
At the time of purchase, the Company determines the appropriate classification of investments based upon its intent with regard to such investments. All of the Company’s investments are classified as available-for-sale. The Company classifies investments as short-term when their remaining contractual maturities are one year or less from the balance sheet date, and as long-term when the investment has a remaining contractual maturity of more than one year from the balance sheet date. The Company records investments at fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive (loss) income on the condensed consolidated balance sheets.
Included in interest income, net on the condensed consolidated statements of income is interest income on cash equivalents and short-term investments of $ 4,655 and $ 9,220 for the three and six months ended June 30, 2024, respectively, and $ 1,874 and $ 3,182 for the three and six months ended June 30, 2023, respectively.
6
Table of Contents
Treasury Stock, at Cost
The total repurchases for the six months ended June 30, 2024 and 2023 were recorded as treasury stock of $ 3,788 and $ 5,446 , respectively. Such costs reflect the applicable one percent excise tax imposed by the Inflation Reduction Act of 2022 on the net value of certain stock repurchases made after December 31, 2022.
Restructuring and Other Charges
The restructuring and other charges recorded for the three and six months ended June 30, 2024 and 2023 were primarily related to an involuntary reduction in our headquarter workforce and included cash severance and other related termination benefits. These costs will be paid within a year of termination and any unpaid balances are included in accrued expenses as of June 30, 2024.
Restructuring and other charges are presented separately from selling, general and administrative expenses. Costs incurred were as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
2024
2023
Employee separations
$
415
$
1,701
$
415
$
2,399
Other charges
—
45
—
244
Total restructuring and other charges
$
415
$
1,746
$
415
$
2,643
Included in accrued expenses and other liabilities on the condensed consolidated balance sheets as of June 30, 2024 was $ 130 related to unpaid termination benefits.
Recently Issued Financial Accounting Standards
In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This guidance is intended to improve segment reporting disclosures on both an interim and annual basis, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for the Company’s annual reporting periods beginning January 1, 2024, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to improve the transparency of income tax disclosures through, among other things, enhancement of the disclosure requirements within the rate reconciliation, as well as increased income tax disaggregation disclosures. This ASU is effective for the Company’s annual reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statement disclosures.
7
Table of Contents
Note 2–Revenue
The Company disaggregates revenue from its arrangements with customers by type of products and services, as it believes this method best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
The following tables represent a disaggregation of revenue from arrangements with customers for the three months ended June 30, 2024 and 2023, along with the segment for each category (in thousands).
Three Months Ended June 30, 2024
Enterprise
Solutions
Business
Solutions
Public Sector
Solutions
Total
Notebooks/Mobility
$
89,802
$
97,841
$
69,816
$
257,459
Desktops
52,680
20,105
12,792
85,577
Software
21,628
37,775
9,571
68,974
Servers/Storage
15,691
34,056
13,640
63,387
Net/Com Products
19,107
19,845
14,312
53,264
Displays and Sound
37,265
19,981
16,745
73,991
Accessories
38,645
28,663
11,470
78,778
Other Hardware/Services
23,990
19,932
11,127
55,049
Total net sales
$
298,808
$
278,198
$
159,473
$
736,479
Three Months Ended June 30, 2023
Enterprise
Solutions
Business
Solutions
Public Sector
Solutions
Total
Notebooks/Mobility
$
87,590
$
88,081
$
74,231
$
249,902
Desktops
33,572
19,011
17,971
70,554
Software
17,561
33,828
13,059
64,448
Servers/Storage
18,705
22,605
11,959
53,269
Net/Com Products
28,727
28,584
22,233
79,544
Displays and Sound
27,322
23,654
16,785
67,761
Accessories
41,095
26,506
16,488
84,089
Other Hardware/Services
32,581
18,758
12,641
63,980
Total net sales
$
287,153
$
261,027
$
185,367
$
733,547
The following tables represent a disaggregation of revenue from arrangements with customers for the six months ended June 30, 2024 and 2023, along with the segment for each category (in thousands).
Six Months Ended June 30, 2024
Enterprise
Solutions
Business
Solutions
Public Sector
Solutions
Total
Notebooks/Mobility
$
180,033
$
189,997
$
108,698
$
478,728
Desktops
90,717
38,223
21,539
150,479
Software
48,748
68,427
15,121
132,296
Servers/Storage
28,058
55,667
22,146
105,871
Net/Com Products
39,069
41,690
19,917
100,676
Displays and Sound
68,529
41,733
27,348
137,610
Accessories
80,177
59,036
19,066
158,279
Other Hardware/Services
46,136
39,294
19,135
104,565
Total net sales
$
581,467
$
534,067
$
252,970
$
1,368,504
8
Table of Contents
Six Months Ended June 30, 2023
Enterprise
Solutions
Business
Solutions
Public Sector
Solutions
Total
Notebooks/Mobility
$
201,908
$
183,000
$
126,005
$
510,913
Desktops
63,714
37,773
32,388
133,875
Software
56,795
68,404
22,976
148,175
Servers/Storage
31,212
46,896
21,946
100,054
Net/Com Products
49,259
56,888
35,553
141,700
Displays and Sound
54,042
46,467
29,987
130,496
Accessories
88,689
55,241
29,961
173,891
Other Hardware/Services
55,477
39,472
27,039
121,988
Total net sales
$
601,096
$
534,141
$
325,855
$
1,461,092
Contract Balances
The following table provides information about contract liabilities from arrangements with customers as of June 30, 2024 and December 31, 2023 (in thousands).
June 30, 2024
December 31, 2023
Contract liabilities, which are included in "Accrued expenses and other liabilities"
$
7,100
$
4,206
Changes in the contract liability balances during the six months ended June 30, 2024 and 2023 are as follows (in thousands):
2024
Balance at December 31, 2023
$
4,206
Cash received in advance and not recognized as revenue
9,769
Amounts recognized as revenue as performance obligations satisfied
( 6,875 )
Balance at June 30, 2024
$
7,100
2023
Balance at December 31, 2022
$
4,266
Cash received in advance and not recognized as revenue
11,980
Amounts recognized as revenue as performance obligations satisfied
( 9,683 )
Balance at June 30, 2023
$
6,563
Note 3–Fair Value Measurements
Cash equivalents and short-term investments consist of the following (in thousands):
June 30, 2024
Amortized Cost
Unrealized Gains
Unrealized Losses
Fair Value
Cash equivalents:
Money market funds
$
108,117
$
—
$
—
$
108,117
Short-term investments:
U.S. Government treasury securities
257,720
11
( 141 )
257,590
Total
$
365,837
$
11
$
( 141 )
$
365,707
December 31, 2023
Amortized Cost
Unrealized Gains
Unrealized Losses
Fair Value
Cash equivalents:
Money market funds
$
129,123
$
—
$
—
$
129,123
Short-term investments:
U.S. Government treasury securities
152,129
103
—
152,232
Total
$
281,252
$
103
$
—
$
281,355
9
Table of Contents
Investments with maturities of 90 days or less from the date of purchase are classified as cash equivalents; investments with maturities of greater than 90 days from the date of purchase but less than one year are generally classified as short-term investments; and investments with maturities of one year or greater from the date of purchase are generally classified as long-term investments. All short-term investments had stated maturity dates of less than one year. The Company has recorded the securities at fair value on its condensed consolidated balance sheets and unrealized gains and losses are reported as a component of accumulated other comprehensive income. The amount of realized gains and losses reclassified into earnings and the related adjustments to deferred taxes are based on the specific identification of the securities sold or securities that reached maturity date.
Fair Value
The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques are classified based on a three-level hierarchy, as follows:
● Level 1 inputs: Quoted prices for identical assets or liabilities in active markets;
● Level 2 inputs: Observable inputs other than those described as Level 1; and
● Level 3 inputs: Unobservable inputs that are supported by little or no market activities and are based on significant assumptions and estimates.
As of June 30, 2024 and December 31, 2023, the fair value of the Company’s investments were all measured using level 1 inputs.
Note 4–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 non-vested stock units and stock options outstanding, if dilutive.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
2024
2023
Numerator:
Net income
$
26,161
$
19,697
$
39,315
$
33,895
Denominator:
Denominator for basic earnings per share
26,348
26,256
26,355
26,291
Dilutive effect of employee stock awards
172
109
167
109
Denominator for diluted earnings per share
26,520
26,365
26,522
26,400
Earnings per share:
Basic
$
0.99
$
0.75
$
1.49
$
1.29
Diluted
$
0.99
$
0.75
$
1.48
$
1.28
For the three and six months ended June 30, 2024 and 2023, the Company had no outstanding non-vested stock units that were excluded from the computation of diluted earnings per share because including them would have had an anti-dilutive effect.
Note 5 – Leases
The Company leases certain facilities from a related party, which is a company affiliated with us through common ownership.
10
Table of Contents
As of June 30, 2024, there were no additional operating leases that have not yet commenced. Refer to the following table for quantitative information related to the Company’s leases for the three and six months ended June 30, 2024 and 2023 (dollars in thousands):
Three Months Ended June 30, 2024
Six Months Ended June 30, 2024
Related Parties
Others
Total
Related Parties
Others
Total
Lease Cost
Capitalized operating lease cost
$
—
$
485
$
485
$
—
$
944
$
944
Short-term lease cost
421
140
561
841
281
1,122
Total lease cost
$
421
$
625
$
1,046
$
841
$
1,225
$
2,066
Other Information
Cash paid for amounts included in the measurement of lease liabilities and capitalized operating leases:
Operating cash flows
$
—
$
532
$
532
$
—
$
977
$
977
Weighted-average remaining lease term (in years):
Capitalized operating leases
—
2.43
2.43
Weighted-average discount rate:
Capitalized operating leases
3.92 %
4.28 %
4.21 %
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
Related Parties
Others
Total
Related Parties
Others
Total
Lease Cost
Capitalized operating lease cost
$
314
$
590
$
904
$
627
$
1,299
$
1,926
Short-term lease cost
107
115
222
214
136
350
Total lease cost
$
421
$
705
$
1,126
$
841
$
1,435
$
2,276
Other Information
Cash paid for amounts included in the measurement of lease liabilities and capitalized operating leases:
Operating cash flows
$
314
$
602
$
916
$
627
$
1,245
$
1,872
Weighted-average remaining lease term (in years):
Capitalized operating leases
0.42
3.59
3.33
Weighted-average discount rate:
Capitalized operating leases
3.92 %
4.06 %
4.04 %
11
Table of Contents
As of June 30, 2024, future lease payments over the remaining term of capitalized operating leases were as follows (in thousands):
For the Years Ended December 31,
Related Parties
Others
Total
2024, excluding the six months ended June 30, 2024
$
713
$
394
$
1,107
2025
163
1,817
1,980
2026
163
1,042
1,205
2027
1
236
237
2028
—
161
161
Thereafter
—
—
—
$
1,040
$
3,650
$
4,690
Imputed interest
( 231 )
Lease liability balance at June 30, 2024
$
4,459
As of June 30, 2024, the right-of-use, or ROU, asset had a balance of $ 3,917 . The long-term lease liability was $ 2,497 and the short-term lease liability, which is included in accrued expenses and other liabilities on the condensed consolidated balance sheets, was $ 1,962 . As of December 31, 2023, the ROU asset had a balance of $ 4,340 . The long-term lease liability was $ 3,181 and the short-term lease liability, which is included in accrued expenses and other liabilities on the condensed consolidated balance sheets, was $ 1,733 .
Note 6–Segment Information
The internal reporting structure used by the Company’s chief operating decision maker, or CODM, to assess performance and allocate resources determines the basis for the Company’s operating segments. The Company’s CODM is its Chief Executive Officer, and he evaluates operations and allocates resources based on a measure of operating income.
The Company’s operations are organized under three segments—the Enterprise Solutions segment, which serves primarily medium-to-large corporations; the Business Solutions segment, which serves primarily small- to medium-sized businesses; and the Public Sector Solutions segment, which serves primarily federal, state, and local government and educational institutions. In addition, the Headquarters/Other group provides services in areas such as finance, human resources, information technology, or IT, 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. The Company reports 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.
12
Table of Contents
Net sales presented below exclude inter-segment product revenues. Segment information applicable to the Company’s operating segments for the three and six months ended June 30, 2024 and 2023 is shown below (in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2024
2023
2024
2023
Net sales:
Enterprise Solutions
$
298,808
$
287,153
$
581,467
$
601,096
Business Solutions
278,198
261,027
534,067
534,141
Public Sector Solutions
159,473
185,367
252,970
325,855
Total net sales
$
736,479
$
733,547
$
1,368,504
$
1,461,092
Operating income (loss):
Enterprise Solutions
$
10,230
$
7,511
$
16,077
$
14,033
Business Solutions
22,229
18,831
38,018
35,384
Public Sector Solutions
2,714
1,650
( 2,636 )
1,679
Headquarters/Other
( 4,254 )
( 2,921 )
( 7,076 )
( 7,908 )
Total operating income
30,919
25,071
44,383
43,188
Interest income, net
4,649
1,874
9,216
3,160
Income before taxes
$
35,568
$
26,945
$
53,599
$
46,348
Selected operating expense:
Depreciation and amortization:
Enterprise Solutions
$
221
$
423
$
426
$
847
Business Solutions
147
158
310
317
Public Sector Solutions
23
20
46
39
Headquarters/Other
2,882
2,493
5,757
4,964
Total depreciation and amortization
$
3,273
$
3,094
$
6,539
$
6,167
Total assets:
Enterprise Solutions
$
729,450
$
678,104
Business Solutions
537,655
472,566
Public Sector Solutions
107,382
102,652
Headquarters/Other
( 91,002 )
( 89,047 )
Total assets
$
1,283,485
$
1,164,275
The assets of the Company’s three operating segments presented above consist primarily of accounts receivable, net intercompany receivable, goodwill, and other intangibles. Assets reported under the Headquarters/Other group are managed by corporate headquarters, including cash and cash equivalents, short-term investments, inventories, property and equipment, ROU assets, and intercompany balance, net. As of June 30, 2024 and 2023, total assets for the Headquarters/Other group were presented net of intercompany balance eliminations of $ 59,751 and $ 55,432 , respectively. The Company’s capital expenditures consist largely of IT hardware and software purchased to maintain or upgrade its management information systems. These information systems serve all of the Company’s segments, to varying degrees, and accordingly, the CODM does not evaluate capital expenditures on a segment-by-segment basis.
13
Table of Contents
Note 7–Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss), which is included as a component of stockholders’ equity, is comprised of unrealized gains (losses) on short-term investments, net of tax. The changes in accumulated other comprehensive income (loss) were as follows (in thousands):
Six Months Ended
June 30, 2024
Balance - December 31, 2023
$
81
Other comprehensive income (loss) before reclassifications, net of tax
( 158 )
Less amounts reclassified from accumulated other comprehensive income (loss), net of tax
26
Net other comprehensive income (loss)
( 184 )
Balance - June 30, 2024
$
( 103 )
Six Months Ended
June 30, 2023
Balance - December 31, 2022
$
—
Other comprehensive income (loss) before reclassifications, net of tax
—
Less amounts reclassified from accumulated other comprehensive income (loss), net of tax
—
Net other comprehensive income (loss)
—
Balance - June 30, 2023
$
—
Note 8–Commitments and Contingencies
The Company is subject to various legal proceedings and claims, which have arisen during the ordinary course of business. The outcomes of such matters are not expected to have a material, adverse effect on the Company’s financial position, results of operations, and/or cash flows.
The Company is subject to audits by states on sales and income taxes, employment matters, and other assessments. Additional liabilities for these and other audits could be assessed, but such outcomes are not expected to have a material, adverse impact on the Company’s financial position, results of operations, and/or cash flows.
Note 9–Bank Borrowings
The Company has a $ 50,000 credit facility collateralized by its account receivables that expires March 31, 2025 . This facility can be increased, at the Company’s option, to $ 80,000 for permitted acquisitions or other uses authorized by the lender on substantially the same terms. Amounts outstanding under this facility bear interest at the daily Bloomberg Short-Term Bank Yield Index, or BSBY Rate, plus a spread based on the Company’s funded debt ratio, or in the absence of BSBY Rate, the prime rate ( 8.50 % at June 30, 2024). 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. The credit facility does not include restrictions on future dividend payments. Funded debt ratio is the ratio of average outstanding advances under the credit facility for a given quarter to consolidated trailing twelve months Adjusted Earnings Before Interest Expense, Taxes, Depreciation, Amortization, and Special Charges, or Adjusted EBITDA. The maximum allowable funded debt ratio under the agreement is 2.0 to 1.0. Decreases in the Company’s consolidated trailing twelve months Adjusted EBITDA could limit its potential borrowing capacity under the credit facility. As of June 30, 2024, the Company was in compliance with all financial covenants contained in the agreement governing the credit facility.
Cash receipts are automatically applied against any outstanding borrowings. During the six months ended June 30, 2024 and 2023, the Company borrowed incremental amounts that were each repaid in full. These borrowings for the six months ended June 30, 2024 and 2023 totaled $ 10,560 and $ 67,895 , respectively; however, at no time were the outstanding borrowings greater than the $ 50,000 limit under the credit facility. The Company had no outstanding borrowings under the credit facility as of June 30, 2024 or 2023, and accordingly, the entire $ 50,000 credit facility was available for borrowings on such date.
14
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.