-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MtNYq4AnZEU8fPuLACyAMq7JDee1eOHRFD45PxHlaVy4NkxBq3AJ1maUB8aF4yDW Dy1MEBfEyalyrVHtHAzqEQ== 0001022408-00-000005.txt : 20000225 0001022408-00-000005.hdr.sgml : 20000225 ACCESSION NUMBER: 0001022408-00-000005 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: FILED AS OF DATE: 20000224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPLUS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-28926 FILM NUMBER: 552528 BUSINESS ADDRESS: STREET 1: 400 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7038345710 MAIL ADDRESS: STREET 1: 400 HERNDON PARKWAY STREET 2: SUITE B CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: MLC HOLDINGS INC DATE OF NAME CHANGE: 19960906 8-K/A 1 ACQUISITION SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 1999 ePlus inc. (Exact name of registrant as specified in its charter) Delaware 000-28926 54-1817218 (State or other Commission File Number (IRS Employer jurisdiction) of Identification No.) incorporation 400 Herndon Parkway, Herndon, Virginia 20176 (Address, including zip code, of principal executive office) (703) 834-5710 (Registrant's telephone number, including area code) Item 7. Financial Statements In connection with the acquisition of CLG, Inc., a non-reporting subsidiary of Centura Bank which we acquired in a purchase transaction, we filed a Current Report on Form 8-K on October 18, 1999, and subsequently filed a Form 8-K/A on December 17, 1999, to provide the historical and pro forma financial information required under Item 7 of Form 8-K. We are filing this Form 8-K/A to supplement the Form 8-K/A filed on December 17, 1999, in order to include certain additional interim historical financial information relating to CLG, Inc. that was inadvertently omitted from the previous Form 8-K/A. The additional interim historical financial information provided herein consists of Condensed Statements of Earnings for CLG, Inc. for the six months ended June 30, 1999 and 1998, the Condensed Balance Sheet as of June 30, 1999, and the Condensed Statements of Cash Flows for the six-months ended June 30, 1999 and June 30, 1998. This information is being provided in addition to the interim historical balance sheet information as of June 30, 1999 and interim historical income statement information for CLG, Inc. for the three months ended June 30, 1999 previously filed in the Form 8-K/A filed on December 17, 1999 as part of the pro forma financial presentation. -i- Index to Financial Statements Financial Statements: Unaudited Condensed Balance Sheet as of June 30, 1999 F-1 Unaudited Condensed Statements of Earnings for the Six Months Ended June 30, 1999 and 1998 F-2 Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998 F-3 Notes to Unaudited Condensed Financial Statements F-4 -ii- CLG, Inc. CONDENSED BALANCE SHEET UNAUDITED As of June 30, 1999 ------------- ASSETS Cash and cash equivalents $ 1,272,727 Accounts receivable- net of allowance for doubtful accounts 2,575,470 Investment in DFL, net 74,067,161 Investment in OLE, net 11,768,171 Inventories 4,697,535 Property and equipment, net 1,057,865 Other assets 667,787 ------------- TOTAL ASSETS $ 96,106,716 ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Accounts payable - equipment $ 615,982 Accrued expenses 694,946 Recourse notes payable 36,357,139 Non-recourse notes payable 27,627,836 Other liabilities 1,508,779 Deferred taxes 2,379,677 ---------- Total Liabilities 69,184,359 STOCKHOLDERS' EQUITY Common stock 5,100 Additional paid in capital 1,693,149 Retained earnings 25,224,108 ---------- Total Stockholders' Equity 26,922,357 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 96,106,716 ============ SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS F-1 CLG, Inc. CONDENSED STATEMENTS OF EARNINGS UNAUDITED Six Months Ended Six Months Ended June 30, 1999 June 30, 1998 ------------- ------------- Sales of equipment $ 2,492,717 $ 4,417,777 Lease revenues 15,180,839 15,741,165 Fee and other income 478,351 410,215 ------------ ----------- TOTAL REVENUES 18,151,907 20,569,157 COSTS AND EXPENSES Cost of sales, equipment 1,883,100 3,508,501 Cost of sales-type leases 3,103,888 2,350,677 Direct lease costs 5,250,209 5,885,073 Professional and other fees 265,766 233,725 Salaries and benefits 2,914,145 2,699,828 General and administrative expenses 750,982 977,650 Interest and financing costs 2,452,458 3,091,702 --------- --------- TOTAL COSTS AND EXPENSES 16,620,548 18,747,156 ---------- ---------- EARNINGS BEFORE PROVISION FOR INCOME TAXES 1,531,359 1,822,001 ---------- ---------- PROVISION FOR INCOME TAXES 572,422 728,800 ---------- ---------- NET EARNINGS $ 958,937 $ 1,093,201 =========== =========== SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS F-2
CLG, INC. CONDENSED STATEMENTS OF CASH FLOWS UNAUDITED Six Six Months Ended Months Ended June 30, 1999 June 30, 1998 -------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 958,937 $ 1,093,201 Depreciation and amortization 5,345,902 5,964,553 Deferred income taxes (1,225,152) (1,924,084) (Gain) loss on sale of assets and residuals (1,836,607) (1,475,036) Stock-based compensation 600,660 475,200 (Increase) decrease in Accounts receivable (1,517,356) 5,005,822 Inventory 25,550 (1,844,918) Prepaids 679,286 (523,168) Other assets (15,200) 284,996 Increase (decrease) in Accounts payable (1,080,733) (2,070,131) Other payables and accruals (806,329) (908,715) Deferred and prepaid revenues (226,556) 253,860 ---------- ----------- NET CASH FROM OPERATIONS 902,402 4,331,580 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of inventory for sale or lease (19,321,842) (23,800,000) Purchase of fixed assets (240,193) (93,808) Sales of inventory and equipment 1,987,062 3,520,550 Principal received from finance leases 19,838,706 20,504,332 ---------- ---------- NET CASH PROVIDED BY INVESTING ACTIVITIES 2,263,733 131,074 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds (repayments) on line of credit 3,109,000 Proceeds from borrowings 13,295,692 18,269,458 Repayment of borrowings (19,492,514) (27,351,485) ----------- ----------- NET CASH USED IN FINANCING ACTIVITIES (6,196,822) (5,973,027) ----------- ----------- NET DECREASE IN CASH (3,030,687) (1,510,373) CASH AT BEGINNING OF PERIOD 4,303,414 1,510,373 --------- --------- CASH AT END OF PERIOD $ 1,272,727 $ 0 ============ ============ Cash paid for interest $ 2,430,188 $ 3,086,598 Cash paid for income taxes $ 1,080,433 $ 2,529,940 SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
F-3 CLG, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS UNAUDITED 1. CONDENSED FINANCIAL STATEMENTS The condensed interim financial statements of CLG, Inc. included herein have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods. All adjustments made were normal, recurring accruals. 2. INVESTMENT IN DIRECT AND SALES-TYPE LEASES The components of net investment in leases under sales-type and direct financing leases are as follows:
June 30, 1999 ------------- Minimum lease payments receivable $77,903,000 Estimated residual values of leased equipment 4,528,236 Unamortized initial direct costs 211,360 Less unearned income (8,575,435) ------------ Net investment in sales-type and direct financing leases $74,067,161 ============ Equipment leased under operating leases consists of the following: June 30, 1999 ------------- Equipment at cost $31,899,520 Less accumulated depreciation (20,131,349) ----------- Net equipment on operating leases $11,768,171 ===========
3. SUBSEQUENT EVENT On September 30, 1999, CLG, Inc. was acquired by ePlus inc. and was then merged into MLC Group, Inc. (a wholly-owned subsidiary of ePlus inc.) on October 1, 1999. The purchase price of $36.5 million was paid by the issuance of 392,990 shares of ePlus inc. common stock valued at $3,900,425 (based on $9.925 per share), subordinated debt of $3,064,574 and $29,535,001 in cash. 4. SEGMENT REPORTING In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). The Statement requires management to report selected quantitative and qualitative information about its reportable operating segments, including profit or loss, certain revenue and expense items, and segment assets. Generally, segments are reportable if their operating results are regularly reviewed by an enterprise's chief operating decision maker. CLG, Inc. has determined that it has no reportable operating segments based on the criteria set forth in SFAS 131. F-4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. February 24, 2000 By:/s/ Phillip G. Norton ------------------------ Phillip G. Norton Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----