AND RESULTS OF OPERATIONS






CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS


Statements contained or incorporated by reference in this Quarterly Report on
Form 10-Q that are not based on historical fact are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. These forward-looking statements regarding future events and our
future results are based on current expectations, estimates, forecasts, and
projections and the beliefs and assumptions of management including, without
limitation, our expectations with regard to the industry's rapid technological
change and exposure to inventory obsolescence, availability and allocations of
goods, reliance on vendor support and relationships, competitive risks, pricing
risks, and the overall level of economic activity and the level of business
investment in information technology products. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may," "could,"
"expect," "believe," "estimate," "anticipate," "continue," "seek," "plan,"
"intend," or similar terms, variations of such terms, or the negative of those
terms. Where, in any forward-looking statement, we express an expectation or
belief as to future results or events, such expectation or belief is expressed
in good faith and believed to have a reasonable basis, but there can be no
assurance that the expectation or belief will result or be accomplished. The
following is a list of some, but not all, of the factors that could cause actual
results or events to differ materially from those anticipated:



• we have experienced variability in sales and may not be able to maintain profitable operations;

• substantial competition could reduce our market share and may negatively affect our business;

• we face and will continue to face significant price competition, which could result in a reduction of our profit margins;

• the spread of COVID-19 and the imposition of related public health measures and restrictions have, and may in the future, further materially adversely impact our business, financial condition, results of operations and cash flows;

• instability in economic conditions and government spending may adversely affect our business and reduce our operating results;

• the loss of any of our major vendors could have a material adverse effect on our business;



• virtualization of IT resources and applications, including networks, servers,
applications, and data storage may disrupt or alter our traditional distribution
models;

• the methods of distributing IT products are changing, and such changes may negatively impact us and our business;

• we depend heavily on third-party shippers to deliver our products to customers and would be adversely affected by a service interruption by these shippers;

• we may experience increases in shipping and postage costs, which may adversely affect our business if we are not able to pass such increases on to our customers;

• we may experience a reduction in the incentive programs offered to us by our vendors;



• should our financial performance not meet expectations, we may be required to
record a significant charge to earnings for impairment of goodwill and other
intangibles;

• we are exposed to inventory obsolescence due to the rapid technological changes occurring in the IT industry;



• we are exposed to accounts receivable risk and if customers fail to timely pay
amounts due to us our business, results of operations and/or cash flows could be
adversely affected;

• we are dependent on key personnel and, more generally, skilled personnel in all areas of our business and the loss of key persons or the inability to attract, train and retain qualified personnel could adversely impact our business;

• cyberattacks or the failure to safeguard personal information and our information technology systems could result in liability and harm our reputation, which could adversely affect our business.



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• we are exposed to risks from legal proceedings and audits, which may result in substantial costs and expenses or interruption of our normal business operations.

• the failure to comply with our public sector contracts could result in, among other things, fines or liabilities; and

• we are controlled by one principal stockholder



These risks have the potential to impact the recoverability of the assets
recorded on our balance sheets, including goodwill or other intangibles.
Additionally, many of these risks are currently amplified by and may, in the
future, continue to be amplified by the prolonged impact of the COVID-19
pandemic. We cannot assure investors that our assumptions and expectations will
prove to have been correct. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks, and changes in
circumstances that are difficult to predict. These statements involve known and
unknown risks, uncertainties and other factors, financial condition, and results
of operations, that may cause our actual results, performance, or achievements
to be materially different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. We therefore caution you
against undue reliance on any of these forward-looking statements. Important
factors that could cause our actual results to differ materially from those
indicated or implied by forward-looking statements include those discussed in
Item 2. "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in this Quarterly Report on Form 10-Q and in Item 1A. "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020. Any forward-looking statement made by us in this Quarterly
Report on Form 10-Q speaks only as of the date on which this Quarterly Report on
Form 10-Q was first filed. We undertake no intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as may be required by law.



OVERVIEW



We are a leading solutions provider of a wide range of information technology,
or IT, solutions. We help our customers design, enable, manage, and service
their IT environments. We provide IT products, including computer systems,
software and peripheral equipment, networking communications, and other products
and accessories that we purchase from manufacturers, distributors, and other
suppliers. We also offer services involving design, configuration, and
implementation of IT solutions. These services are performed by our personnel
and by third-party service providers. We operate through three sales segments:
(a) the Business Solutions segment, which serves small- to medium-sized
businesses, through our PC Connection Sales subsidiary, (b) the Enterprise
Solutions segment, which serves large enterprise customers, through our
MoreDirect subsidiary, and (c) the Public Sector segment, which serves federal,
state, and local governmental and educational institutions, through our
GovConnection subsidiary.



We generate sales through (i) outbound telemarketing and field sales contacts by
sales representatives focused on the business, educational, healthcare, and
government markets, (ii) our websites, and (iii) direct responses from customers
responding to our advertising media. We seek to recruit, retain, and increase
the productivity of our sales personnel through training, mentoring, financial
incentives based on performance, and updating and streamlining our information
systems to make our operations more efficient.



As a value-added reseller in the IT supply chain, we do not manufacture IT
hardware or software. We are dependent on our suppliers-manufacturers and
distributors that historically have sold only to resellers rather than directly
to end users. However, certain manufacturers have, on multiple occasions,
attempted to sell directly to our customers, and in some cases, have restricted
our ability to sell their products directly to certain customers, thereby
attempting to eliminate our role. We believe that the success of these direct
sales efforts by suppliers will depend on their ability to meet our customers'
ongoing demands and provide objective, unbiased solutions to meet their needs.
We believe more of our customers are seeking comprehensive IT solutions, rather
than simply the acquisition of specific IT products. Our advantage is our
ability to be product-neutral and provide a broader combination of products,
services, and advice tailored to customer needs. By providing customers with
customized solutions from a variety of manufacturers, we believe we can mitigate
the negative impact of continued direct sales initiatives from individual
manufacturers. Through the formation of our Technical Solutions Group, we are
able to provide customers complete IT solutions, from identifying their needs,
to designing, developing, and managing the integration of products and services
to implement their IT projects. Such service offerings carry higher margins than
traditional product sales. Additionally, the technical certifications of our
service engineers permit us to offer higher-end, more complex products that
generally carry higher gross margins. We expect these service offerings and
technical certifications to continue to play a role in sales generation and
improve gross margins in this competitive environment.



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The primary challenges we continue to face in effectively managing our business,
especially in the current economic environment, are (1) increasing our revenues
while at the same time improving our gross margin in all three segments, (2)
recruiting, retaining, and improving the productivity of our sales and technical
support personnel, and (3) effectively controlling our selling, general, and
administrative, or SG&A, expenses while making major investments in our IT
systems and solution selling personnel, especially in relation to changing
revenue levels.



To support future growth, we have expanded, and expect to continue to expand,
our IT solutions business, which requires the addition of highly-skilled service
engineers. Although we expect to realize the ultimate benefit of higher-margin
service revenues under this multi-year initiative, we believe that our cost of
services will increase as we add service engineers. If our service revenues do
not grow enough to offset the cost of these headcount additions, our operating
results may be negatively impacted.



Market and economic conditions and technology advances significantly affect the
demand for our products and services. Virtual delivery of software products and
advanced Internet technology providing customers enhanced functionality have
substantially increased customer expectations, requiring us to invest on an
ongoing basis in our own IT development to meet these new demands.



Our investments in IT infrastructure are designed to enable us to operate more efficiently and provide our customers enhanced functionality.





EFFECTS OF COVID-19



In the year 2021, the COVID-19 pandemic continued to cause material disruptions
to the business and operations of our customers. We have experienced, and may
continue to experience, decreases in orders as a result of the COVID-19 pandemic
and there can be no assurances that any decrease in sales resulting from the
COVID-19 pandemic will be met by increased sales in the future.



As the effects of the COVID-19 pandemic continue to evolve, it is difficult to
predict and forecast the impact it might have on our business and results of
operations in the future. However, we continue to monitor the effects on our
customers, suppliers, and the economy as a whole and will adjust our business
practices, as necessary, to respond to the changing demand for, and supply

of,
our products.



RESULTS OF OPERATIONS


The following table sets forth information derived from our statements of income expressed as a percentage of net sales for the periods indicated:






                                               Three Months Ended
                                                2021         2020
Net sales (in millions)                      $    636.9     $ 711.9
Gross margin                                       15.8 %      15.9 %

Selling, general and administrative expenses 13.6 % 13.0 % Income from operations

                              2.2 %       2.9 %




Net sales of $636.9 million for the first quarter of 2021 reflected a decrease
of $75.0 million compared to the first quarter of 2020, which was driven by
lower net sales in our Enterprise Solutions and Business Solutions Segments. The
decrease was partially offset by growth in our Public Sector Solutions segment.
The decrease in net sales was primarily due to the supply chain constraints in
the first quarter of 2021 and strong comparative results in the same quarter a
year ago. Gross profit decreased year-over-year by $12.6 million, primarily due
to the increase of lower margin sales and the decline in total net sales. SG&A
expenses decreased year-over-year by $6.1 million, driven primarily by decreased
personnel cost of $4.6 million associated with reduced headcount and lower
variable compensation, a decrease in bad debt expenses of $2.9 million and a
decrease in advertising expenses of $1.3 million, which were partially offset by
an increase in professional fees of $2.1 million. Operating income in the first
quarter of 2021 decreased year-over-year both in dollars and as a percentage of
net sales by $6.5 million and 68 basis points, respectively, primarily as a
result of the decrease in net sales.



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Net Sales Distribution



The following table sets forth our percentage of net sales by segment and
product mix:




                            Three Months Ended
                            2021          2020
Sales Segment
Enterprise Solutions            41   %        47 %
Business Solutions              39            39
Public Sector Solutions         20            14
Total                          100 %         100 %

Product Mix
Notebooks/Mobility              37   %        28 %
Desktops                         9            11
Software                         9            10
Servers/Storage                  7             8
Net/Com Product                  8             8
Displays and sound               9             8
Accessories                     13            18
Other Hardware/Services          8             9
Total                          100 %         100 %




Gross Profit Margin


The following table summarizes our gross margin, as a percentage of net sales, over the periods indicated:






                            Three Months Ended
                            2021          2020
Sales Segment
Enterprise Solutions          14.1   %      13.9 %
Business Solutions            19.2          18.8
Public Sector Solutions       12.5          14.5
Total Company                 15.8 %        15.9 %




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Operating Expenses


The following table reflects our SG&A expenses for the periods indicated:






                                  Three Months Ended
                                  2021          2020
Personnel costs                 $    64.8     $    69.4
Advertising                           3.4           4.6
Facilities operations                 6.8           5.1
Professional fees                     4.7           2.6
Credit card fees                      1.4           1.7
Depreciation and amortization         3.2           3.1
Other                                 2.1           6.0
Total SG&A expense              $    86.4     $    92.5

As a percentage of net sales 13.6 % 13.0 %






Year-Over-Year Comparisons



In this section and elsewhere in this Quarterly Report on Form 10-Q we refer to
changes in year-over-year results. Unless context otherwise requires, such
references refer to changes between the three months ended March 31, 2021 and
the three months ended March 31, 2020.



Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020







Changes in net sales and gross profit by segment are shown in the following
table:




                                  Three Months Ended March 31,
                                   2021                    2020
                                        % of                    % of         %
                           Amount     Net Sales    Amount     Net Sales    Change
Net Sales:
Enterprise Solutions       $ 265.3         41.4 %  $ 333.4         46.8 %  (20.4) %
Business Solutions           246.3         38.8      278.8         39.2    (11.7)

Public Sector Solutions 125.3 19.8 99.7 14.0


 25.7
Total                      $ 636.9        100.0 %  $ 711.9        100.0 %  (10.5) %
Gross Profit:
Enterprise Solutions       $  37.5         14.1 %  $  46.2         13.9 %  (18.8) %
Business Solutions            47.4         19.2       52.5         18.8     (9.7)

Public Sector Solutions 15.6 12.5 14.4 14.5


  8.3
Total                      $ 100.5         15.8 %  $ 113.1         15.9 %  (11.1) %



Net sales decreased in the first quarter of 2021 compared to the first quarter of 2020, as explained below:

Net sales of $265.3 million for the Enterprise Solutions segment reflect a

decrease of $68.1 million, or 20.4%, year-over-year. We experienced decreases

in net sales across the majority of our product offerings primarily as a result

of the supply chain constraints in the first quarter of 2021. The decrease in

? net sales was also due to the higher net sales in the first quarter of 2020 as

a result of a shift to work-from-home strategy because of the outbreak of

COVID-19 pandemic in the first quarter of 2020. We experienced decreases in net

sales of accessory products, other hardware/services, net/com products, and

desktops products of $47.1 million, $12.0 million, $5.1 million, and $3.9


   million respectively.




   Net sales of $246.3 million for the Business Solutions segment reflect a

decrease of $32.5 million, or 11.7%, year-over-year. The decrease was a result

of the stronger net sales in the same period of prior year. The decrease in net

? sales was also driven by the supply chain constraints in the first quarter of

2021. We experienced a decrease in net sales of desktop products of $12.1

million, software products of $9.2 million, server/storage products of $5.3


   million, and display and sound products of $4.2 million.


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  Table of Contents


Net sales of $125.3 million for the Public Sector Solutions segment reflect an

increase of $25.6 million, or 25.7%, compared with the same period a year ago.

The increase was primarily driven by a large project rollout to the federal

? government and an increase of sales in K-12 customers. Net sales of

notebooks/mobility products increased by $28.0 million compared with the prior


   year, which was partially offset by the decrease of net sales in
   servers/storage products of $5.1 million.



Gross profit for the first quarter of 2021decreased year-over-year in dollars, but stayed relatively flat as a percentage of net sales (gross margin), as explained below:

Gross profit for the Enterprise Solutions segment decreased primarily as a

result of the 20.4% decrease in net sales year-over-year, fluctuations in

? customer, and hardware product mix. The change in customer and hardware product

mix also explains the increase in gross margin of 20 basis points in the


   current quarter.



Gross profit for the Business Solutions segment decreased year-over-year

? primarily due to a 11.7% decrease in net sales. Gross margin percentage

increased by approximately 40 basis points, primarily due to an increase in

cloud-based and security software sales, which are recognized on a net basis.

Gross profit for the Public Sector Solutions segment increased as a result of a

? 25.7% increase in net sales. Gross margin percentage decreased by 200 basis

points year-over-year due to a shift in product mix, which included increased


   sales of lower-margin products.




Selling, general and administrative expenses decreased in dollars but increased
as a percentage of net sales in the first quarter of 2021 compared to the prior
year quarter. SG&A expenses attributable to our three segments and the remaining
unallocated Headquarters/Other group expenses are summarized in the table below:




                                                  Three Months Ended March 31,
                                                  2021                      2020
                                                       % of                      % of
                                                    Segment Net               Segment Net      %
                                         Amount        Sales       Amount        Sales       Change
Enterprise Solutions                     $  25.0            9.4 %  $  29.5            8.8 %  (15.3)   %
Business Solutions                          38.9           15.8       41.2           14.8     (5.6)
Public Sector Solutions                     18.4           14.7       17.7           17.8       4.0

Headquarters/Other, unallocated              4.1                       4.1 

                      -
Total                                    $  86.4           13.6 %  $  92.5           13.0 %   (6.6)   %



SG&A expenses for the Enterprise Solutions segment decreased in dollars but

increased as a percentage of net sales. The year-over-year change in SG&A

dollars was attributable to decreased personnel costs of $3.5 million, driven

primarily by a reduction in headcount and lower variable compensation expense

? associated with lower gross profit, along with lower product marketing and

advertising expenses of $0.8 million. SG&A expenses as a percentage of net

sales were 9.4% for the Enterprise Solutions segment in the first quarter of

2021, which reflects an increase of 60 basis points. There were no individual

significant drivers of this change year-over-year, but primarily it is a result


   of lower net sales compared with the same period a year ago.



SG&A expenses for the Business Solutions segment decreased in dollars and

increased as a percentage of net sales. The year-over-year change in SG&A

dollars was driven primarily by lower bad debt expenses of $2.3 million

compared to the same period last year. This is as a result of higher bad debt

? expenses recorded in the prior year as a reaction to the COVID-19 pandemic.

SG&A expenses as a percentage of net sales were 15.8% for the Business

Solutions segment in the first quarter of 2021, which reflects an increase of

100 basis points and is a result of lower net sales in the quarter compared


   with the same period a year ago.



SG&A expenses for the Public Sector Solutions segment increased in dollars but

decreased as a percentage of net sales. The increase is primarily driven by an

increase in the use of Headquarter services of $0.9 million. SG&A expenses as a

? percentage of net sales was 14.7% for the Public Sector Solutions segment in

the first quarter of 2021, which reflects a decrease of 310 basis points. This

decrease year-over-year is primarily attributable to higher net sales in the


   quarter compared with the same period a year ago.


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   SG&A expenses for the Headquarters/Other group were relatively flat in

comparison to the same period of prior year. The Headquarters/Other group

provides services to the three segments in areas such as finance, human

? resources, IT, marketing, and product management. Most of the operating costs

associated with such corporate Headquarters services are charged to the

segments based on their estimated usage of the underlying services. The amounts


   shown in the table above represent the remaining unallocated costs.




Income from operations for the first quarter of 2021 decreased to $14.1 million,
compared to $20.7 million for the first quarter of 2020, primarily due to the
decreases in net sales and gross profit. Income from operations as a percentage
of net sales was 2.2% for the first quarter of 2021, compared to 2.9% of net
sales for the prior year quarter, primarily driven by higher SG&A expenses

as a
percentage of net sales.


Our provision for income taxes in the three months ended March 31, 2021 was $3.9 million, compared to $5.8 million for the first quarter of 2020.





Net income for the first quarter of 2021 decreased to $10.2 million, compared to
$14.9 million for the first quarter of 2020, primarily due to lower net sales
and gross profit.


Liquidity and Capital Resources



Our primary sources of liquidity have historically been internally generated
funds from operations and borrowings under our credit facility. We have used
those funds to meet our capital requirements, which consist primarily of working
capital for operational needs, capital expenditures for computer equipment and
software used in our business, special dividend payments, repurchases of common
stock for treasury, and as opportunities arise, acquisitions of businesses.
Market conditions impact and help determine our strategic use of funds.



We believe that funds generated from operations, together with available credit
under our credit facility, will be sufficient to finance our working capital,
capital expenditures, and other requirements for at least the next twelve
calendar months. Our investments in IT systems and infrastructure are designed
to enable us to operate more efficiently and to provide our customers enhanced
functionality.


We expect to meet our cash requirements for the next twelve months through a combination of cash on hand, cash generated from operations, and borrowings under our credit facility, as follows:

? Cash on Hand. At March 31, 2021, we had $92.3 million in cash and cash


   equivalents.



Cash Generated from Operations. We expect to generate cash flows from

? operations in excess of operating cash needs by generating earnings and

managing net changes in inventories and payables to generate a positive cash


   flow.




? Credit Facility. As of March 31, 2021, we had no borrowings under our $50.0


   million credit facility, which is available until February 10, 2022.




Our ability to continue funding our planned growth, both internally and
externally, is dependent upon our ability to generate sufficient cash flow from
operations or to obtain additional funds through equity or debt financing, or
from other sources of financing, as may be required. While we do not anticipate
needing any additional sources of financing to fund our operations at this time,
if demand for IT products declines, or our customers continue to be materially
adversely affected by the COVID-19 pandemic, our cash flows from operations

may
be substantially affected.



                                       17

  Table of Contents

Summary of Sources and Uses of Cash





The following table summarizes our sources and uses of cash over the periods
indicated:



                                                      Three Months Ended
                                                      2021          2020

Net cash provided by operating activities           $     6.0     $   44.6
Net cash used in investing activities                   (0.9)        (4.6)
Net cash used in financing activities                   (8.5)       (18.7)
(Decrease) increase in cash and cash equivalents    $   (3.4)     $   21.3




Cash provided by operating activities was $6.0 million in the three months ended
March 31, 2021. Cash flow provided by operations in the three months ended March
31, 2021 resulted primarily from net income before depreciation and amortization
and a decrease in accounts receivable, which decreased by $54.9 million in the
current year and was driven primarily by the timing of collections. These
factors that contributed to the positive inflow of cash from operating
activities were partially offset by decreases in accounts payable of $60.9
million in the current year, primarily due to the timing of payments. Operating
cash flow in the three months ended March 31, 2020 resulted primarily from net
income before depreciation and amortization, a decrease in accounts receivable,
and partially offset by increases in inventory and decreases in accounts payable
and other accrued expenses.



In order to manage our working capital and operating cash needs, we monitor our
cash conversion cycle, defined as days of sales outstanding in accounts
receivable plus days of supply in inventory minus days of purchases outstanding
in accounts payable, based on a rolling three-month average. Components of our
cash conversion cycle are as follows:



(in days)                                   Three Months Ended
                                            2021          2020
Days of sales outstanding (DSO)(1)               74            58
Days of supply in inventory (DIO)(2)             24            21

Days of purchases outstanding (DPO)(3) (35) (33) Cash conversion cycle

                            63            46




(1) Represents the rolling three-month average of the balance of accounts
receivable, net at the end of the period, divided by average daily net sales for
the same three-month period. Also incorporates components of other miscellaneous
receivables.



(2) Represents the rolling three-month average of the balance of merchandise
inventory at the end of the period divided by average daily cost of sales for
the same three-month period.


(3) Represents the rolling three-month average of the combined balance of accounts payable-trade, excluding cash overdrafts, and accounts payable-inventory financing at the end of the period divided by average daily cost of sales for the same three-month period.


The cash conversion cycle increased to 63 days at March 31, 2021, compared to 46
days at March 31, 2020. The increase is primarily due to the 16 day increase of
DSO and the 3 day increase of DIO, and partially offset by the 2 days increase
of DPO. The increase in DSO was primarily due to payment terms extended to

our
customers in the prior year.



Cash used in investing activities in the three months ended March 31, 2021
represented $2.4 million of purchases of property and equipment. These
expenditures were primarily for computer equipment and capitalized
internally-developed software in connection with investments in our IT
infrastructure. In the prior year, we made similar investments with $4.6 million
in purchases of property and equipment. Cash used for capital expenditures for
the first quarter of 2021 was partially offset by $1.5 million of cash proceeds
from life insurance.



Cash used in financing activities in the three months ended March 31, 2021
consisted primarily of an $8.4 million payment of a special $0.32 per share
dividend. In the prior year period, financing activities primarily represented
an $8.4 million payment of a special $0.32 per share dividend and $10.2 million
for the purchase of treasury shares.



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  Table of Contents

Debt Instruments, Contractual Agreements, and Related Covenants





Below is a summary of certain provisions of our credit facility and other
contractual obligations. For more information about the restrictive covenants in
our debt instruments and inventory financing agreements, see "Factors Affecting
Sources of Liquidity" below. For more information about our obligations,
commitments, and contingencies, see our condensed consolidated financial
statements and the accompanying notes included in this Quarterly Report.



Credit facility. Our credit facility extends until February 2022 and is
collateralized by our accounts receivable. Our borrowing capacity is up to $50.0
million. Amounts outstanding under the facility bear interest at the one-month
London Interbank Offered Rate, or LIBOR, plus a spread based on our funded debt
ratio, or in the absence of LIBOR, the prime rate (3.25% at March 31, 2021). The
one-month LIBOR rate at March 31, 2021 was 0.11%. In addition, we have the
option to increase the facility by an additional $30.0 million to meet
additional borrowing requirements. Our credit facility is subject to certain
covenant requirements which are described below under "Factors Affecting Sources
of Liquidity." At March 31, 2021, $50.0 million was available for borrowing
under the facility.



Off-Balance Sheet Arrangements. We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures, or capital resources.

Factors Affecting Sources of Liquidity





Internally Generated Funds. The key factors affecting our internally generated
funds are our ability to minimize costs and fully achieve our operating
efficiencies, timely collection of our customer receivables, and management

of
our inventory levels.



Credit Facility. Our credit facility contains certain financial ratios and
operational covenants and other restrictions (including restrictions on
additional debt, guarantees, and other distributions, investments, and liens)
with which we and all of our subsidiaries must comply. Our credit facility does
not include restrictions on future dividend payments. Any failure to comply with
the covenants and other restrictions would constitute a default and could
prevent us from borrowing funds under this credit facility. This credit facility
contains two financial covenants:



Our funded debt ratio (defined as the average outstanding advances under the

line for the quarter, divided by our consolidated trailing twelve months

Adjusted EBITDA-earnings before interest expense, taxes, depreciation,

amortization, and special charges-for the trailing four quarters) must not be

? more than 2.0 to 1.0. Our outstanding borrowings under the credit facility

during the three months ended March 31, 2021 were zero, and accordingly, the

funded debt ratio did not limit potential borrowings as of March 31, 2021.

Future decreases in our consolidated trailing twelve months Adjusted EBITDA,


   could limit our potential borrowings under the credit facility.



Our minimum consolidated net worth (defined as our consolidated total assets

less our consolidated total liabilities) must be at least $346.7 million, plus

? 50% of consolidated net income for each quarter, beginning with the quarter

ended December 31, 2016 (loss quarters not counted). Such amount was calculated

as $487.0 million at March 31, 2021, whereas our consolidated stockholders'


   equity at that date was $647.5 million.




Capital Markets. Our ability to raise additional funds in the capital market
depends upon, among other things, general economic conditions, the condition of
the information technology industry, our financial performance and stock price,
and the state of the capital markets.



APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies have not materially changed from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2020.





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  Table of Contents

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS





Recently issued financial accounting standards are detailed in Note 1, "Summary
of Significant Accounting Policies," in the Notes to the Unaudited Condensed
Consolidated Financial Statements included in Item 1 of this Quarterly Report on
Form 10-Q.



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                      PC CONNECTION, INC. AND SUBSIDIARIES

                          PART I-FINANCIAL INFORMATION

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