PC CONNECTION INC 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ ​ PC CONNECTION, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET S (Unaudited) (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 167,511 ​ $ 144,954 ​ Short-term investments ​ ​ 261,603 ​ ​ 152,232 ​ Accounts receivable, net ​ 585,076 ​ 606,834 ​ Inventories, net ​ 113,691 ​ 124,179 ​ Income taxes receivable ​ ​ 7,088 ​ ​ 4,348 ​ Prepaid expenses and other current assets ​ 16,757 ​ 16,092 ​ Total current assets ​ 1,151,726 ​ 1,048,639 ​ Property and equipment, net ​ 53,255 ​ 56,658 ​ Right-of-use assets ​ ​ 3,460 ​ ​ 4,340 ​ Goodwill ​ 73,602 ​ 73,602 ​ Intangibles, net ​ 2,514 ​ 3,428 ​ Other assets ​ 1,188 ​ 1,714 ​ Total Assets ​ $ 1,285,745 ​ $ 1,188,381 ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 293,158 ​ $ 263,682 ​ Accrued payroll ​ 28,131 ​ 20,440 ​ Accrued expenses and other liabilities ​ 46,164 ​ 43,843 ​ Total current liabilities ​ 367,453 ​ 327,965 ​ Deferred income taxes ​ 18,383 ​ 15,844 ​ Noncurrent operating lease liabilities ​ ​ 2,030 ​ ​ 3,181 ​ Other liabilities ​ 517 ​ 624 ​ Total Liabilities ​ 388,383 ​ 347,614 ​ Stockholders’ Equity: ​ ​ ​ ​ ​ ​ ​ Common stock ​ 293 ​ 293 ​ Additional paid-in capital ​ 136,326 ​ 130,878 ​ Retained earnings ​ 819,372 ​ 760,898 ​ Accumulated other comprehensive income ​ ​ 477 ​ ​ 81 ​ Treasury stock, at cost ​ ​ ( 59,106 ) ​ ​ ( 51,383 ) ​ Total Stockholders’ Equity ​ 897,362 ​ 840,767 ​ Total Liabilities and Stockholders’ Equity ​ $ 1,285,745 ​ $ 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 ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2024 2023 2024 2023 Net sales ​ $ 724,717 ​ $ 693,086 ​ $ 2,093,221 ​ $ 2,154,178 ​ Cost of sales ​ 589,311 ​ 561,198 ​ 1,703,201 ​ 1,772,217 ​ Gross profit ​ 135,406 ​ 131,888 ​ 390,020 ​ 381,961 ​ Selling, general and administrative expenses ​ 105,365 ​ 99,822 ​ 315,181 ​ 304,064 ​ Restructuring and other charges ​ ​ — ​ ​ 44 ​ ​ 415 ​ ​ 2,687 ​ Income from operations ​ 30,041 ​ 32,022 ​ 74,424 ​ 75,210 ​ Interest income, net ​ 4,837 ​ 2,688 ​ 14,053 ​ 5,848 ​ Other income ​ ​ 1,700 ​ ​ — ​ ​ 1,700 ​ ​ — ​ Income before taxes ​ 36,578 ​ 34,710 ​ 90,177 ​ 81,058 ​ Income tax provision ​ ( 9,519 ) ​ ( 9,112 ) ​ ( 23,803 ) ​ ( 21,565 ) ​ Net income ​ $ 27,059 ​ $ 25,598 ​ $ 66,374 ​ $ 59,493 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.03 ​ $ 0.97 ​ $ 2.52 ​ $ 2.26 ​ Diluted ​ $ 1.02 ​ $ 0.97 ​ $ 2.50 ​ $ 2.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares used in computation of earnings per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 26,292 ​ 26,262 ​ 26,334 ​ 26,281 ​ Diluted ​ 26,501 ​ 26,434 ​ 26,518 ​ 26,406 ​ ​ ​ ​ 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 ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2024 2023 2024 2023 Net income ​ $ 27,059 ​ $ 25,598 ​ $ 66,374 ​ $ 59,493 ​ Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gains on available-for-sale investments, net of tax of $( 154 ) and $( 105 ) for the three and nine months ended September 30, 2024, respectively, and net of tax of $( 41 ) for the three and nine months ended September 30, 2023, respectively ​ 580 ​ 154 ​ 396 ​ 154 ​ Comprehensive income ​ $ 27,639 ​ $ 25,752 ​ $ 66,770 ​ $ 59,647 ​ ​ ​ ​ ​ ​ 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 September 30, 2024 ​ ​ ​ Common Stock ​ Additional ​ Retained ​ Accumulated Other ​ Treasury Shares ​ ​ ​ ​ Shares Amount Paid-In Capital Earnings Comprehensive Income (Loss) Shares Amount Total Balance - June 30, 2024 29,294 ​ $ 293 ​ $ 134,967 ​ $ 794,942 $ ( 103 ) ( 2,962 ) ​ $ ( 55,171 ) ​ $ 874,928 ​ Stock-based compensation expense — ​ — ​ 1,999 ​ — — — ​ — ​ 1,999 ​ Restricted stock units vested 16 ​ — ​ — ​ — — — ​ — ​ — ​ Shares withheld for taxes paid on stock awards — ​ — ​ ( 640 ) ​ — — — ​ — ​ ( 640 ) ​ Repurchase of common stock for treasury — ​ — ​ — ​ — — ( 59 ) ​ ( 3,935 ) ​ ( 3,935 ) ​ Dividend declaration ($ 0.10 per share) — ​ — ​ — ​ ( 2,629 ) — — ​ — ​ ( 2,629 ) ​ Net income — ​ — ​ — ​ 27,059 — — ​ — ​ 27,059 ​ Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 580 ​ — ​ ​ — ​ ​ 580 ​ Balance - September 30, 2024 29,310 ​ $ 293 ​ $ 136,326 ​ $ 819,372 $ 477 ( 3,021 ) ​ $ ( 59,106 ) ​ $ 897,362 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2024 ​ ​ ​ Common Stock ​ Additional ​ Retained ​ Accumulated Other ​ Treasury Shares ​ ​ ​ ​ Shares Amount Paid-In Capital Earnings Comprehensive Income (Loss) 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 — ​ — ​ 6,196 ​ — — — ​ — ​ 6,196 ​ Restricted stock units vested 39 ​ — ​ — ​ — — — ​ — ​ — ​ Shares withheld for taxes paid on stock awards — ​ — ​ ( 1,285 ) ​ — — — ​ — ​ ( 1,285 ) ​ Repurchase of common stock for treasury — ​ — ​ — ​ — — ( 119 ) ​ ( 7,723 ) ​ ( 7,723 ) ​ Issuance of common stock under Employee Stock Purchase Plan 9 ​ ​ — ​ ​ 537 ​ ​ — ​ ​ — ​ — ​ ​ — ​ 537 ​ Dividend declaration ($ 0.10 per share) — ​ — ​ — ​ ( 7,900 ) — — ​ — ​ ( 7,900 ) ​ Net income — ​ — ​ — ​ 66,374 — — ​ — ​ 66,374 ​ Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 396 ​ — ​ ​ — ​ ​ 396 ​ Balance - September 30, 2024 29,310 ​ $ 293 ​ $ 136,326 ​ $ 819,372 $ 477 ( 3,021 ) ​ $ ( 59,106 ) ​ $ 897,362 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2023 ​ ​ ​ Common Stock ​ Additional ​ Retained ​ Accumulated Other ​ Treasury Shares ​ ​ ​ ​ Shares Amount Paid-In Capital Earnings Comprehensive Income (Loss) Shares Amount Total Balance - June 30, 2023 29,158 ​ $ 291 ​ $ 129,486 ​ $ 715,726 $ — ( 2,902 ) ​ $ ( 51,383 ) ​ $ 794,120 ​ Stock-based compensation expense ​ — ​ ​ — ​ ​ 1,789 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,789 ​ Restricted stock units vested 16 ​ ​ 1 ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ — ​ Shares withheld for taxes paid on stock awards — ​ ​ — ​ ​ ( 399 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ ( 399 ) ​ Dividend declaration ($ 0.08 per share) — ​ — ​ — ​ ( 2,101 ) — — ​ — ​ ( 2,101 ) ​ Net income — ​ — ​ — ​ 25,598 — — ​ — ​ 25,598 ​ Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 154 ​ — ​ ​ — ​ ​ 154 ​ Balance - September 30, 2023 29,174 ​ $ 292 ​ $ 130,875 ​ $ 739,223 $ 154 ( 2,902 ) ​ $ ( 51,383 ) ​ $ 819,161 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2023 ​ ​ ​ Common Stock ​ Additional ​ Retained ​ Accumulated Other ​ Treasury Shares ​ ​ ​ ​ Shares Amount Paid-In Capital Earnings Comprehensive Income (Loss) Shares Amount Total Balance - December 31, 2022 29,123 ​ $ 291 ​ $ 125,784 ​ $ 686,037 ​ $ — ​ ( 2,773 ) ​ $ ( 45,937 ) ​ $ 766,175 ​ Stock-based compensation expense ​ — ​ ​ — ​ ​ 5,425 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 5,425 ​ Restricted stock units vested 38 ​ ​ 1 ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ — ​ Shares withheld for taxes paid on stock awards — ​ ​ — ​ ​ ( 870 ) ​ ​ — ​ ​ — ​ — ​ ​ — ​ ( 870 ) ​ 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) — ​ — ​ — ​ ( 6,307 ) — — ​ — ​ ( 6,307 ) ​ Net income — ​ — ​ — ​ 59,493 — — ​ — ​ 59,493 ​ Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 154 ​ — ​ ​ — ​ ​ 154 ​ Balance - September 30, 2023 29,174 ​ $ 292 ​ $ 130,875 ​ $ 739,223 $ 154 ( 2,902 ) ​ $ ( 51,383 ) ​ $ 819,161 ​ ​ ​ 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ 2024 2023 Cash Flows provided by Operating Activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 66,374 ​ $ 59,493 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 9,818 ​ 9,456 ​ Adjustments to credit losses reserve ​ 830 ​ 1,814 ​ Stock-based compensation expense ​ 6,196 ​ 5,425 ​ Deferred income taxes ​ 2,434 ​ — ​ Amortization of discount on short-term investments ​ ( 4,402 ) ​ — ​ Loss on disposal of fixed assets ​ 49 ​ 563 ​ Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 20,928 ​ 20,869 ​ Inventories ​ 10,488 ​ 66,439 ​ Prepaid expenses, income tax receivable, and other current assets ​ ( 3,405 ) ​ ( 9,556 ) ​ Other non-current assets ​ 526 ​ 234 ​ Accounts payable ​ 29,141 ​ 31,648 ​ Accrued expenses and other liabilities ​ 9,643 ​ ( 720 ) ​ Net cash provided by operating activities ​ 148,620 ​ 185,665 ​ Cash Flows used in Investing Activities: ​ ​ ​ ​ ​ ​ ​ Purchases of short-term investments ​ ​ ( 255,075 ) ​ ​ ( 48,699 ) ​ Maturities of short-term investments ​ ​ 150,607 ​ ​ — ​ Purchases of property and equipment ​ ​ ( 5,215 ) ​ ​ ( 7,355 ) ​ Net cash used in investing activities ​ ( 109,683 ) ​ ( 56,054 ) ​ Cash Flows used in Financing Activities: ​ ​ ​ ​ ​ ​ ​ Proceeds from short-term borrowings ​ 25,204 ​ 70,877 ​ Repayment of short-term borrowings ​ ​ ( 25,204 ) ​ ​ ( 70,877 ) ​ Purchase of common stock for treasury shares ​ ( 7,732 ) ​ ( 5,392 ) ​ Dividend payments ​ ( 7,900 ) ​ ( 6,307 ) ​ Issuance of stock under Employee Stock Purchase Plan ​ ​ 537 ​ ​ 537 ​ Payment of payroll taxes on stock-based compensation through shares withheld ​ ( 1,285 ) ​ ( 870 ) ​ Net cash used in financing activities ​ ( 16,380 ) ​ ( 12,032 ) ​ Increase in cash and cash equivalents ​ 22,557 ​ 117,579 ​ Cash and cash equivalents, beginning of period ​ 144,954 ​ 122,930 ​ Cash and cash equivalents, end of period ​ $ 167,511 ​ $ 240,509 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash Investing and Financing Activities: ​ ​ ​ ​ ​ ​ ​ Accrued purchases of property and equipment ​ $ 425 ​ $ 408 ​ Accrued excise tax on treasury purchases ​ $ 45 ​ $ 54 ​ Supplemental Cash Flow Information: ​ ​ ​ ​ ​ ​ ​ Income taxes paid ​ $ 24,533 ​ $ 34,251 ​ Interest paid ​ $ 5 ​ $ 19 ​ ​ ​ ​ ​ ​ 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 nine months ended September 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 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 $ 4,840 and $ 14,060 for the three and nine months ended September 30, 2024, respectively, and $ 2,684 and $ 5,866 for the three and nine months ended September 30, 2023, respectively. ​ 6 Table of Contents Treasury Stock, at Cost ​ The total repurchases for the nine months ended September 30, 2024 and 2023 were recorded as treasury stock of $ 7,723 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 nine months ended September 30, 2024 and 2023 were primarily related to an involuntary reduction in the Company’s headquarter workforce and included cash severance and other related termination benefits. No amounts related to these costs are included in accrued expenses and other liabilities as all such amounts have been paid as of September 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 September 30, ​ Nine Months Ended September 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Employee separations ​ $ — ​ $ 17 ​ $ 415 ​ $ 2,416 Other charges ​ — ​ 27 ​ — ​ 271 Total restructuring and other charges ​ $ — ​ $ 44 ​ $ 415 ​ $ 2,687 ​ 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. ​ 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. 7 Table of Contents The following tables represent a disaggregation of revenue from arrangements with customers for the three months ended September 30, 2024 and 2023, along with the segment for each category (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2024 ​ Enterprise Solutions Business Solutions ​ Public Sector Solutions Total Notebooks/Mobility ​ $ 90,233 ​ $ 91,757 ​ $ 77,264 ​ $ 259,254 Desktops ​ ​ 44,846 ​ ​ 17,543 ​ ​ 15,193 ​ ​ 77,582 Software ​ ​ 29,847 ​ ​ 34,478 ​ ​ 21,706 ​ ​ 86,031 Servers/Storage ​ ​ 11,866 ​ ​ 23,106 ​ ​ 8,696 ​ ​ 43,668 Net/Com Products ​ ​ 24,530 ​ ​ 21,186 ​ ​ 10,340 ​ ​ 56,056 Displays and Sound ​ 38,316 ​ 20,682 ​ 15,981 ​ 74,979 Accessories ​ 35,962 ​ 27,020 ​ 16,978 ​ 79,960 Other Hardware/Services ​ 21,370 ​ 16,859 ​ 8,958 ​ 47,187 Total net sales ​ $ 296,970 ​ $ 252,631 ​ $ 175,116 ​ $ 724,717 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2023 ​ Enterprise Solutions Business Solutions ​ Public Sector Solutions Total Notebooks/Mobility ​ $ 91,643 ​ $ 82,777 ​ $ 46,898 ​ $ 221,318 Desktops ​ ​ 32,822 ​ ​ 17,695 ​ ​ 16,281 ​ ​ 66,798 Software ​ ​ 29,158 ​ ​ 34,863 ​ ​ 13,287 ​ ​ 77,308 Servers/Storage ​ ​ 13,153 ​ ​ 25,863 ​ ​ 11,307 ​ ​ 50,323 Net/Com Products ​ ​ 25,699 ​ ​ 38,672 ​ ​ 17,964 ​ ​ 82,335 Displays and Sound ​ 26,175 ​ 24,299 ​ 20,367 ​ 70,841 Accessories ​ 32,501 ​ 26,335 ​ 12,590 ​ 71,426 Other Hardware/Services ​ 25,415 ​ 18,517 ​ 8,805 ​ 52,737 Total net sales ​ $ 276,566 ​ $ 269,021 ​ $ 147,499 ​ $ 693,086 ​ The following tables represent a disaggregation of revenue from arrangements with customers for the nine months ended September 30, 2024 and 2023, along with the segment for each category (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2024 ​ Enterprise Solutions Business Solutions ​ Public Sector Solutions Total Notebooks/Mobility ​ $ 270,266 ​ $ 281,754 ​ $ 185,962 ​ $ 737,982 Desktops ​ ​ 135,563 ​ ​ 55,766 ​ ​ 36,732 ​ ​ 228,061 Software ​ ​ 78,595 ​ ​ 102,905 ​ ​ 36,827 ​ ​ 218,327 Servers/Storage ​ ​ 39,924 ​ ​ 78,773 ​ ​ 30,842 ​ ​ 149,539 Net/Com Products ​ ​ 63,599 ​ 62,876 ​ ​ 30,257 ​ 156,732 Displays and Sound ​ 106,845 ​ ​ 62,415 ​ 43,329 ​ ​ 212,589 Accessories ​ 116,139 ​ 86,056 ​ 36,044 ​ 238,239 Other Hardware/Services ​ 67,506 ​ 56,153 ​ 28,093 ​ 151,752 Total net sales ​ $ 878,437 ​ $ 786,698 ​ $ 428,086 ​ $ 2,093,221 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2023 ​ Enterprise Solutions Business Solutions ​ Public Sector Solutions Total Notebooks/Mobility ​ $ 293,551 ​ $ 265,777 ​ $ 172,903 ​ $ 732,231 Desktops ​ ​ 96,536 ​ ​ 55,468 ​ ​ 48,669 ​ ​ 200,673 Software ​ ​ 85,953 ​ ​ 103,267 ​ ​ 36,263 ​ ​ 225,483 Servers/Storage ​ ​ 44,365 ​ 72,759 ​ ​ 33,253 ​ 150,377 Net/Com Products ​ ​ 74,958 ​ 95,560 ​ ​ 53,517 ​ 224,035 Displays and Sound ​ 80,217 ​ ​ 70,766 ​ 50,354 ​ ​ 201,337 Accessories ​ 121,190 ​ ​ 81,576 ​ 42,551 ​ ​ 245,317 Other Hardware/Services ​ 80,892 ​ 57,989 ​ 35,844 ​ 174,725 Total net sales ​ $ 877,662 ​ $ 803,162 ​ $ 473,354 ​ $ 2,154,178 ​ 8 Table of Contents Contract Balances ​ The following table provides information about contract liabilities from arrangements with customers as of September 30, 2024 and December 31, 2023 (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 December 31, 2023 Contract liabilities, which are included in "Accrued expenses and other liabilities" ​ $ 8,520 ​ $ 4,206 ​ Changes in the contract liability balances during the nine months ended September 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 ​ 18,544 Amounts recognized as revenue as performance obligations satisfied ​ ( 14,230 ) Balance at September 30, 2024 ​ $ 8,520 ​ ​ ​ ​ ​ ​ 2023 Balance at December 31, 2022 ​ $ 4,266 Cash received in advance and not recognized as revenue ​ 15,207 Amounts recognized as revenue as performance obligations satisfied ​ ( 15,647 ) Balance at September 30, 2023 ​ $ 3,826 ​ ​ Note 3–Fair Value Measurements ​ Cash equivalents and short-term investments as of September 30, 2024 and December 31, 2023 consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 144,729 ​ $ — ​ $ — ​ $ 144,729 Short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Government treasury securities ​ ​ 260,999 ​ ​ 604 ​ ​ — ​ ​ 261,603 Total ​ $ 405,728 ​ $ 604 ​ $ — ​ $ 406,332 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 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. ​ 9 Table of Contents 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 September 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 for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ 2024 2023 2024 2023 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 27,059 ​ $ 25,598 ​ $ 66,374 ​ $ 59,493 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator for basic earnings per share ​ 26,292 ​ 26,262 ​ 26,334 ​ 26,281 ​ Dilutive effect of employee stock awards ​ 209 ​ 172 ​ 184 ​ 125 ​ Denominator for diluted earnings per share ​ 26,501 ​ 26,434 ​ 26,518 ​ 26,406 ​ Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.03 ​ $ 0.97 ​ $ 2.52 ​ $ 2.26 ​ Diluted ​ $ 1.02 ​ $ 0.97 ​ $ 2.50 ​ $ 2.25 ​ ​ For the three and nine months ended September 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. ​ 10 Table of Contents Note 5 – Leases ​ The Company leases certain facilities from a related party, which is a company affiliated with it through common ownership. ​ As of September 30, 2024, there were no additional significant 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 nine months ended September 30, 2024 and 2023 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 ​ Related Parties ​ Others ​ Total Related Parties ​ Others ​ Total Lease Cost ​ ​ ​ ​ ​ ​ Capitalized operating lease cost $ — ​ $ 501 ​ $ 501 ​ $ — ​ $ 1,445 ​ $ 1,445 ​ Short-term lease cost 420 ​ 140 ​ 560 ​ 1,261 ​ 421 ​ 1,682 ​ Total lease cost $ 420 ​ $ 641 ​ $ 1,061 ​ $ 1,261 ​ $ 1,866 ​ $ 3,127 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Information ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities and capitalized operating leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows $ — ​ $ 550 ​ $ 550 ​ $ — ​ $ 1,527 ​ $ 1,527 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term (in years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized operating leases ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 2.22 ​ ​ 2.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized operating leases ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 4.27 % ​ ​ 4.27 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 ​ ​ Related Parties ​ Others ​ Total Related Parties ​ Others ​ Total ​ Lease Cost ​ ​ ​ ​ ​ ​ Capitalized operating lease cost $ 313 ​ $ 500 ​ $ 813 ​ $ 940 ​ $ 1,799 ​ $ 2,739 ​ Short-term lease cost 107 ​ 161 ​ 268 ​ 321 ​ 297 ​ 618 ​ Total lease cost $ 420 ​ $ 661 ​ $ 1,081 ​ $ 1,261 ​ $ 2,096 ​ $ 3,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Information ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities and capitalized operating leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows $ 313 ​ $ 542 ​ $ 855 ​ $ 940 ​ $ 1,787 ​ $ 2,727 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term (in years): ​ ​ ​ ​ ​ ​ Capitalized operating leases ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.17 ​ ​ 3.15 ​ ​ 3.04 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized operating leases ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.92 % ​ ​ 4.07 % ​ ​ 4.05 % ​ ​ 11 Table of Contents As of September 30, 2024, future lease payments over the remaining term of capitalized operating leases were as follows (in thousands): ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2024, excluding the nine months ended September 30, 2024 ​ $ 556 2025 ​ 1,980 2026 ​ 1,205 2027 ​ 237 2028 ​ ​ 161 Thereafter ​ ​ — ​ ​ $ 4,139 ​ ​ ​ ​ Imputed interest ​ $ ( 187 ) Lease liability balance at September 30, 2024 ​ $ 3,952 ​ As of September 30, 2024, the right-of-use, or ROU, asset had a balance of $ 3,460 . The long-term lease liability was $ 2,030 and the short-term lease liability, which is included in accrued expenses and other liabilities on the condensed consolidated balance sheets, was $ 1,922 . 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 nine months ended September 30, 2024 and 2023 is shown below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ 2024 2023 2024 2023 Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Enterprise Solutions ​ $ 296,970 ​ $ 276,566 ​ $ 878,437 ​ $ 877,662 ​ Business Solutions ​ ​ 252,631 ​ ​ 269,021 ​ ​ 786,698 ​ ​ 803,162 ​ Public Sector Solutions ​ 175,116 ​ 147,499 ​ 428,086 ​ 473,354 ​ Total net sales ​ $ 724,717 ​ $ 693,086 ​ $ 2,093,221 ​ $ 2,154,178 ​ Operating income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Enterprise Solutions ​ $ 10,280 ​ $ 11,230 ​ $ 26,357 ​ $ 25,263 ​ Business Solutions ​ ​ 20,065 ​ ​ 21,040 ​ ​ 58,083 ​ ​ 56,424 ​ Public Sector Solutions ​ 4,342 ​ 4,117 ​ 1,706 ​ 5,796 ​ Headquarters/Other ​ ( 4,646 ) ​ ( 4,365 ) ​ ( 11,722 ) ​ ( 12,273 ) ​ Total operating income ​ 30,041 ​ 32,022 ​ 74,424 ​ 75,210 ​ Interest income, net ​ 4,837 ​ 2,688 ​ 14,053 ​ 5,848 ​ Other income ​ 1,700 ​ — ​ 1,700 ​ — ​ Income before taxes ​ $ 36,578 ​ $ 34,710 ​ $ 90,177 ​ $ 81,058 ​ Selected operating expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Enterprise Solutions ​ $ 215 ​ $ 391 ​ $ 641 ​ $ 1,238 ​ Business Solutions ​ ​ 155 ​ ​ 156 ​ ​ 465 ​ ​ 473 ​ Public Sector Solutions ​ 22 ​ 22 ​ 68 ​ 61 ​ Headquarters/Other ​ 2,887 ​ 2,720 ​ 8,644 ​ 7,684 ​ Total depreciation and amortization ​ $ 3,279 ​ $ 3,289 ​ $ 9,818 ​ $ 9,456 ​ Total assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Enterprise Solutions ​ ​ ​ ​ ​ ​ ​ $ 717,143 ​ $ 676,694 ​ Business Solutions ​ ​ ​ ​ ​ ​ ​ ​ 553,881 ​ ​ 481,483 ​ Public Sector Solutions ​ ​ ​ ​ ​ ​ ​ 117,728 ​ 110,919 ​ Headquarters/Other ​ ​ ​ ​ ​ ​ ​ ( 103,007 ) ​ ( 87,669 ) ​ Total assets ​ ​ ​ ​ ​ ​ ​ $ 1,285,745 ​ $ 1,181,427 ​ ​ The assets of the Company’s three operating segments presented above consist primarily of accounts receivable, net intercompany receivables, goodwill, and other intangibles, net. 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 September 30, 2024 and 2023, total assets for the Headquarters/Other group were presented net of intercompany balance eliminations of $ 64,994 and $ 58,864 , 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 ​ Accumulated other comprehensive income, which is included as a component of stockholders’ equity, is comprised of unrealized gains on short-term investments, net of tax. The changes in accumulated other comprehensive income were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2024 Balance - December 31, 2023 ​ $ 81 Other comprehensive income before reclassifications, net of tax ​ ​ 477 Less amounts reclassified from accumulated other comprehensive income, net of tax ​ 81 Net other comprehensive income ​ ​ 396 Balance - September 30, 2024 ​ $ 477 ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2023 Balance - December 31, 2022 ​ $ — Other comprehensive income before reclassifications, net of tax ​ ​ 154 Less amounts reclassified from accumulated other comprehensive income, net of tax ​ — Net other comprehensive income ​ ​ 154 Balance - September 30, 2023 ​ $ 154 ​ ​ 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 ( 8.00 % at September 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 September 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 nine months ended September 30, 2024 and 2023, the Company borrowed incremental amounts that were each repaid in full. These borrowings for the nine months ended September 30, 2024 and 2023 totaled $ 25,204 and $ 70,877 , 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 September 30, 2024 or 2023, and accordingly, the entire $ 50,000 credit facility was available for borrowings on such date. ​ 14 Table of Contents