PC CONNECTION INC
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 24, 2025
CNXN$82.10+2.5%Stored close · as of Nov 10, 2026
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ITEM 15. Exhibits and Financial Statement Schedules
| (a) | List of Documents Filed as Part of this Report: |
|---|
| (1) | Consolidated Financial Statements |
The consolidated financial statements listed below are included in this document.
| Consolidated Financial Statements | PageReferences |
|---|---|
| Report of Independent Registered Public Accounting Firm | F-2 |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Income | F-5 |
| Consolidated Statements of Other Comprehensive Income | F-6 |
| Consolidated Statement of Changes in Stockholders’ Equity | F-7 |
| Consolidated Statements of Cash Flows | F-8 |
| Notes to Consolidated Financial Statements | F-9 |
| (2) | Consolidated Financial Statement Schedule: |
The following Consolidated Financial Statement Schedule, as set forth below, is filed with this report:
| Schedule | PageReference |
|---|---|
| Schedule II—Valuation and Qualifying Accounts | S-1 |
All other schedules have been omitted because they are either not applicable or the relevant information has already been disclosed in the financial statements.
| (3) | The exhibits listed in the Exhibit Index in Item 15(b) below are filed as part of this Annual Report on Form 10-K. |
| (b) | Exhibits |
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The exhibits listed below are filed herewith or are incorporated herein by reference to other filings.
EXHIBIT INDEX
| Exhibits | | |
| 3.1(1) | | Amended and Restated Certificate of Incorporation of Registrant, as amended. |
| 3.2(2) | | Amended and Restated Bylaws of Registrant. |
| 4.1(3) | | Form of specimen certificate for shares of Common Stock, $0.01 par value per share, of the Registrant. |
| 4.2(4) | | Description of Securities Registered Under Section 12 of the Exchange Act |
| 10.1(3)* | | Form of Registration Rights Agreement among the Registrant, Patricia Gallup, David Hall, and the 1998 PC Connection Voting Trust. |
| 10.2(5)* | | 2020 Stock Incentive Plan, as amended. |
| 10.3(6)* | | Amended and Restated 2007 Stock Incentive Plan, as amended. |
| 10.4(7)* | | Amended and Restated 1997 Employee Stock Purchase Plan, as amended. |
| 10.5(8)* | | Amended and Restated Form of Restricted Stock Agreement for Amended and Restated 2007 Stock Incentive Plan. |
| 10.6(8)* | | Form of Restricted Stock Unit Agreement for Amended and Restated 2007 Stock Incentive Plan. |
| 10.7(9)* | | Director Compensation and Executive Bonus Plan, as amended. |
| 10.8(3)* | | Employment Agreement, dated as of January 1, 1998, between the Registrant and Patricia Gallup. |
| 10.9(10)* | | Employment Agreement, dated as of May 12, 2008, between the Registrant and Timothy McGrath. |
| 10.10(11) | | Third Amended and Restated Credit and Security Agreement, dated February 24, 2012, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
| 10.11(12) | | First Amendment, dated December 24, 2013, to the Third Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
| 10.12(13) | | Second Amendment, dated February 10, 2017, to the Third Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
| 10.13(14) | | Lease Agreement between the Registrant and Wilmington Investors, LLC, dated August 27, 2014, for property located at 3188 Progress Way, Building 11, Wilmington, Ohio. |
| 10.14(15)* | | Employment Agreement, dated March 1, 2019, between the Registrant and Thomas Baker. |
| 10.15(16) | | Amendment No. 1, dated April 16, 2015, to Lease Agreement between the Registrant and Wilmington Investors, LLC, dated August 27, 2014, for property located at 3336 Progress Way, Building 11, Wilmington, OH. |
| 10.16(16) | | Amendment No. 2, dated August 29, 2019, to Lease Agreement between the Registrant and Wilmington Investors, LLC, dated August 27, 2014, for property located at 3336 Progress Way, Building 11, Wilmington, OH. |
| 10.17(17) | | Form of Restricted Stock Units for 2020 Stock Incentive Plan. |
| 10.18(18) | | Third Amendment, dated December 2, 2021, to the Third Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
| 10.19(19) | | Incentive and Retention agreement, dated as of May 3, 2022, by and between PC Connection, Inc. and Timothy McGrath, as amended. |
| 10.20(19) | | Incentive and Retention agreement, dated as of May 3, 2022, by and between PC Connection, Inc. and Thomas Baker, as amended. |
| 10.21(5) | | Fourth Amendment, dated June 13, 2023, to the Third Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and as agent, other financial institutions party thereto from time to time, as lenders, PC Connection, Inc., as borrower, GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc., and Professional Computer Center, Inc., each as guarantors. |
| 19.1** | | PC Connection, Inc. Insider Trading Policy. |
| 21.1** | | Subsidiaries of Registrant. |
| 23.1** | | Consent of Deloitte & Touche LLP. |
| 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, Chief Financial Officer and Treasurer 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, Chief Financial Officer and Treasurer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1(20)* | | Clawback Policy. |
| 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.PER ** | | 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) |
| (1) | Incorporated by reference from the exhibits filed with the Company’s registration statement on Form S-4, File Number 333-63272, filed under the Securities Act of 1933. |
| (2) | Incorporated by reference from exhibits filed with the Company’s current report on Form 8-K, File Number 000-23827, filed on January 9, 2008. |
| (3) | Incorporated by reference from the exhibits filed with the Company’s registration statement on Form S-1, as amended, File Number 333-41171, filed under the Securities Act of 1933. |
| (4) | Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 000-23827, filed on February 6, 2020. |
| (5) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on August 2, 2023. |
| (6) | Incorporated by reference from Appendix A filed with the Company’s proxy statement pursuant to Section 14(a), File Number 000-23827, filed on April 9, 2019. |
| (7) | Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 000-23827, filed on March 6, 2023. |
| (8) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on November 10, 2010. |
| (9) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on May 1, 2024. |
| (10) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on May 12, 2008. |
| (11) | Incorporated by reference from exhibits filed with the Company’s annual report on Form 10-K, File Number 000-23827, filed on February 28, 2012. |
| (12) | Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 000-23827, filed on March 3, 2017. |
| (13) | Incorporated by reference from exhibits filed with the Company’s current report on Form 8-K, File Number 000-23827, filed on February 16, 2017. |
| (14) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on October 31, 2014. |
| (15) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on May 2, 2019. |
| (16) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on October 30, 2019. |
| (17) | Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 000-23827, filed on March 16, 2021. |
| (18) | Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 000-23827, filed on March 14, 2022. |
| (19) | Incorporated by reference from exhibits filed with the Company's quarterly report on Form 10-Q, File Number 000-23827, filed on May 5, 2022. |
| (20) | Incorporated by reference from exhibits filed with the Company's annual report on Form 10-K, File Number 000-23827, filed on March 7, 2024. |
| * | Management contract or compensatory plan or arrangement. |
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| ** | Submitted electronically herewith. |
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Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022, (iii) Consolidated Statements of Other Comprehensive Income for the years ended December 31, 2024, 2023, and 2022, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022, and (vi) Notes to Consolidated Financial Statements.
Attached as Exhibit 104 to this report is the Cover Page Interactive Data File (embedded within the Inline XBRL document).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.