☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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54-1817218
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Part I. Financial Information:
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Item 1.
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Financial Statements
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5
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||
6
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7
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8
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10
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11
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Item 2.
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24
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Item 3.
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38
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Item 4.
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38
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Part II. Other Information:
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||
Item 1.
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39
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Item 1A.
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39
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Item 2.
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40
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Item 3.
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40
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Item 4.
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40
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Item 5.
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40
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Item 6.
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41
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42
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· | uncertainty and volatility in the global economy and financial markets; |
· | significant adverse changes in, reductions in, or losses of relationships with several of our larger customers or vendors; |
· | the creditworthiness of our customers and our ability to reserve adequately for credit losses; |
· | reduction of vendor incentives provided to us; |
· | we offer a comprehensive set of solutions— integrating information technology (IT) product sales, third-party software assurance and maintenance, our advanced professional and managed services, our proprietary software, and financing, and may encounter some of the challenges, risks, difficulties and uncertainties frequently faced by similar companies, such as: |
o | managing a diverse product set of solutions in highly competitive markets with a number of key vendors; |
o | increasing the total number of customers utilizing integrated solutions by up-selling within our customer base and gaining new customers; |
o | adapting to meet changes in markets and competitive developments; |
o | maintaining and increasing advanced professional services by retaining highly skilled personnel and vendor certifications; |
o | increasing the total number of customers who utilize our managed services and professional services and continuing to enhance our managed services offerings to remain competitive in the marketplace; |
o | maintain our proprietary software and update our technology infrastructure to remain competitive in the marketplace; and |
o | reliance on third parties to perform some of our service obligations; |
· | changes in the IT industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service and software as a service; |
· | our dependency on continued innovations in hardware, software, and services offerings by our vendors and our ability to partner with them; |
· | future growth rates in our core businesses; |
· | failure to comply with public sector contracts or applicable laws; |
· | changes to or loss of any members of our senior management team and/or failure to successfully implement succession plans; |
· | our dependence on key personnel, and our ability to hire, train, and retain sufficient qualified personnel; |
· | our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies; |
· | a possible decrease in the capital spending budgets of our customers or a decrease in purchases from us; |
· | our contracts may not be adequate to protect us and our professional and liability insurance policies coverage may be insufficient to cover a claim; |
· | disruptions in our IT systems and data and audio communication networks; |
· | our ability to secure our and our customers’ electronic and other confidential information, and remain secure during a cyber-security attack; |
· | our ability to raise capital, maintain or increase as needed our lines of credit with vendors or floor planning facility, or obtain debt for our financing transactions or the effect of those changes on our common stock or its holders; |
· | our ability to realize our investment in leased equipment; |
· | our ability to successfully integrate acquired businesses; |
· | the possibility of goodwill impairment charges in the future; |
· | our ability to protect our intellectual property rights and successfully defend any challenges to the validity of our patents, and, when appropriate, license required technology; |
· | exposure to changes in, interpretations of, or enforcement trends in legislation; and |
· | significant changes in accounting standards including changes to the financial reporting of leases which could impact the demand for our leasing services, or misclassification of products and services we sell resulting in the misapplication of revenue recognition policies. |
Item 1. | Financial Statements |
As of
September 30, 2015
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As of
March 31, 2015
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|||||||
ASSETS
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(in thousands, except per share data)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
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$
|
62,842
|
$
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76,175
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||||
Accounts receivable—trade, net
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259,089
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218,458
|
||||||
Accounts receivable—other, net
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31,740
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31,345
|
||||||
Inventories—net
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18,773
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19,835
|
||||||
Financing receivables—net, current
|
64,268
|
66,909
|
||||||
Deferred costs
|
9,087
|
20,499
|
||||||
Deferred tax assets
|
3,643
|
3,643
|
||||||
Other current assets
|
4,718
|
7,413
|
||||||
Total current assets
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454,160
|
444,277
|
||||||
Financing receivables and operating leases—net
|
87,847
|
76,991
|
||||||
Property, equipment and other assets
|
8,969
|
9,480
|
||||||
Goodwill and other intangible assets
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39,511
|
40,798
|
||||||
TOTAL ASSETS
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$
|
590,487
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$
|
571,546
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
LIABILITIES
|
||||||||
Current liabilities:
|
||||||||
Accounts payable—equipment
|
$
|
11,369
|
$
|
20,330
|
||||
Accounts payable—trade
|
46,707
|
46,090
|
||||||
Accounts payable—floor plan
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127,053
|
99,418
|
||||||
Salaries and commissions payable
|
13,994
|
14,860
|
||||||
Deferred revenue
|
20,665
|
34,363
|
||||||
Recourse notes payable—current
|
1,204
|
889
|
||||||
Non-recourse notes payable—current
|
28,137
|
28,560
|
||||||
Other current liabilities
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16,476
|
13,575
|
||||||
Total current liabilities
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265,605
|
258,085
|
||||||
Recourse notes payable—long term
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2,815
|
2,801
|
||||||
Non-recourse notes payable—long term
|
10,510
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24,314
|
||||||
Deferred tax liability—long term
|
3,271
|
3,271
|
||||||
Other liabilities
|
3,277
|
3,813
|
||||||
TOTAL LIABILITIES
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285,478
|
292,284
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 7)
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||||||||
STOCKHOLDERS' EQUITY
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||||||||
Preferred stock, $.01 per share par value; 2,000 shares authorized; none issued or outstanding
|
-
|
-
|
||||||
Common stock, $.01 per share par value; 25,000 shares authorized; 13,237 issued and 7,482 outstanding at September 30, 2015 and 13,114 issued and 7,389 outstanding at March 31, 2015
|
132
|
131
|
||||||
Additional paid-in capital
|
114,934
|
111,072
|
||||||
Treasury stock, at cost, 5,755 and 5,725 shares at September 30, 2015 and March 31, 2015, respectively
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(120,654
|
)
|
(118,179
|
)
|
||||
Retained earnings
|
310,970
|
286,477
|
||||||
Accumulated other comprehensive income—foreign currency translation adjustment
|
(373
|
)
|
(239
|
)
|
||||
Total Stockholders' Equity
|
305,009
|
279,262
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
590,487
|
$
|
571,546
|
Three Months Ended
September 30,
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Six Months Ended
September 30,
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|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
(in thousands, except per share data)
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||||||||||||||||
Net sales
|
$
|
336,286
|
$
|
297,472
|
$
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606,152
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$
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569,776
|
||||||||
Cost of sales
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264,365
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233,548
|
475,101
|
449,413
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||||||||||||
Gross profit
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71,921
|
63,924
|
131,051
|
120,363
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||||||||||||
Professional and other fees
|
1,513
|
1,577
|
3,031
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3,410
|
||||||||||||
Salaries and benefits
|
35,740
|
34,252
|
70,954
|
67,199
|
||||||||||||
General and administrative expenses
|
7,585
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7,158
|
14,364
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13,431
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||||||||||||
Interest and financing costs
|
422
|
611
|
975
|
1,255
|
||||||||||||
Operating expenses
|
45,260
|
43,598
|
89,324
|
85,295
|
||||||||||||
Operating income
|
26,661
|
20,326
|
41,727
|
35,068
|
||||||||||||
Other income
|
-
|
-
|
-
|
1,434
|
||||||||||||
Earnings before tax
|
26,661
|
20,326
|
41,727
|
36,502
|
||||||||||||
Provision for income taxes
|
10,982
|
8,374
|
17,234
|
15,073
|
||||||||||||
Net earnings
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,429
|
||||||||
Net earnings per common share—basic
|
$
|
2.16
|
$
|
1.63
|
$
|
3.38
|
$
|
2.88
|
||||||||
Net earnings per common share—diluted
|
$
|
2.15
|
$
|
1.63
|
$
|
3.35
|
$
|
2.86
|
||||||||
Weighted average common shares outstanding—basic
|
7,274
|
7,320
|
7,249
|
7,412
|
||||||||||||
Weighted average common shares outstanding—diluted
|
7,297
|
7,345
|
7,310
|
7,461
|
Three Months Ended
September 30,
|
Six Months Ended
September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
(amounts in thousands)
|
||||||||||||||||
NET EARNINGS
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,429
|
||||||||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||||||||||
Foreign currency translation adjustments
|
(177
|
)
|
(160
|
)
|
(134
|
)
|
(44
|
)
|
||||||||
Other comprehensive income (loss)
|
(177
|
)
|
(160
|
)
|
(134
|
)
|
(44
|
)
|
||||||||
TOTAL COMPREHENSIVE INCOME
|
$
|
15,502
|
$
|
11,792
|
$
|
24,359
|
$
|
21,385
|
Six Months Ended
September 30,
|
||||||||
2015
|
2014
|
|||||||
(in thousands)
|
||||||||
Cash Flows From Operating Activities:
|
||||||||
Net earnings
|
$
|
24,493
|
$
|
21,429
|
||||
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
||||||||
Depreciation and amortization
|
8,503
|
7,631
|
||||||
Reserve for credit losses, inventory obsolescence and sales returns
|
(123
|
)
|
245
|
|||||
Share-based compensation expense
|
2,711
|
2,247
|
||||||
Excess tax benefit from share-based compensation
|
(1,151
|
)
|
(824
|
)
|
||||
Payments from lessees directly to lenders—operating leases
|
(2,560
|
)
|
(4,445
|
)
|
||||
Gain on disposal of property, equipment and operating lease equipment
|
(517
|
)
|
(2,120
|
)
|
||||
Gain on sale of financing receivables
|
(3,991
|
)
|
(3,179
|
)
|
||||
Gain on settlement
|
-
|
(1,434
|
)
|
|||||
Other
|
6
|
50
|
||||||
Changes in:
|
||||||||
Accounts receivable—trade
|
(40,015
|
)
|
13,236
|
|||||
Accounts receivable—other
|
(2,270
|
)
|
(854
|
)
|
||||
Inventories
|
538
|
(7,006
|
)
|
|||||
Financing receivables
|
(1,171
|
)
|
(14,187
|
)
|
||||
Deferred costs, other intangible assets and other assets
|
11,035
|
1,333
|
||||||
Accounts payable—equipment
|
258
|
(162
|
)
|
|||||
Accounts payable—trade
|
(7,442
|
) |
(29,315
|
)
|
||||
Salaries and commissions payable, deferred revenue and other liabilities
|
(10,964
|
)
|
6,360
|
|||||
Net cash used in operating activities
|
$
|
(22,660
|
)
|
$
|
(10,995
|
)
|
||
Cash Flows From Investing Activities:
|
||||||||
Maturities of supplemental benefit plan investments
|
$
|
-
|
$
|
2,544
|
||||
Proceeds from sale of property, equipment and operating lease equipment
|
3,199
|
5,751
|
||||||
Purchases of property, equipment and operating lease equipment
|
(15,618
|
)
|
(1,919
|
)
|
||||
Purchases of assets to be leased or financed
|
(9,363
|
)
|
(10,000
|
)
|
||||
Issuance of financing receivables
|
(67,623
|
)
|
(51,163
|
)
|
||||
Repayments of financing receivables
|
35,460
|
28,082
|
||||||
Proceeds from sale of financing receivables
|
26,021
|
12,341
|
||||||
Cash used in acquisitions, net of cash acquired
|
-
|
(7,818
|
)
|
|||||
Net cash used in investing activities
|
$
|
(27,924
|
)
|
$
|
(22,182
|
)
|
Six Months Ended
September 30,
|
||||||||
2015
|
2014
|
|||||||
(in thousands)
|
||||||||
Cash Flows From Financing Activities:
|
||||||||
Borrowings of non-recourse and recourse notes payable
|
$
|
11,239
|
$
|
30,104
|
||||
Repayments of non-recourse and recourse notes payable
|
(186
|
)
|
(802
|
)
|
||||
Repurchase of common stock
|
(2,475
|
)
|
(34,782
|
)
|
||||
Dividends paid
|
(80
|
)
|
(90
|
)
|
||||
Excess tax benefit from share-based compensation
|
1,151
|
824
|
||||||
Net borrowings (repayments) on floor plan facility
|
27,635
|
20,694
|
||||||
Net cash provided by financing activities
|
37,284
|
15,948
|
||||||
Effect of exchange rate changes on cash
|
(33
|
)
|
(9
|
)
|
||||
Net Decrease in Cash and Cash Equivalents
|
(13,333
|
)
|
(17,238
|
)
|
||||
Cash and Cash Equivalents, Beginning of Period
|
76,175
|
80,179
|
||||||
Cash and Cash Equivalents, End of Period
|
$
|
62,842
|
$
|
62,941
|
||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||
Cash paid for interest
|
$
|
50
|
$
|
128
|
||||
Cash paid for income taxes
|
$
|
13,901
|
$
|
12,770
|
||||
Schedule of Non-Cash Investing and Financing Activities:
|
||||||||
Proceeds from sales of property, equipment and operating lease equipment
|
$
|
6,726
|
$
|
910
|
||||
Purchase of property, equipment, and operating leases
|
$
|
(8,181
|
)
|
$
|
(335
|
)
|
||
Purchase of assets to be leased or financed included in accounts payable
|
$
|
(5,615
|
)
|
$
|
(18,578
|
)
|
||
Issuance of financing receivables
|
$
|
(76,876
|
)
|
$
|
-
|
|||
Repayment of financing receivables
|
$
|
8,671
|
$
|
-
|
||||
Proceeds from sale of financing receivables
|
$
|
58,520
|
$
|
47,213
|
||||
Borrowing of recourse and nonrecourse notes payable
|
$
|
31,715
|
$
|
-
|
||||
Repayments of non-recourse and recourse notes payable
|
$
|
(16,462
|
)
|
$
|
(19,171
|
)
|
||
Vesting of share-based compensation
|
$
|
7,687
|
$
|
6,407
|
||||
Contingent consideration
|
$
|
-
|
$
|
1,960
|
Common Stock
|
Additional
Paid-In
|
Treasury
|
Retained
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Stock
|
Earnings
|
Income
|
Total
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||
Balance, April 1, 2015
|
7,389
|
$
|
131
|
$
|
111,072
|
$
|
(118,179
|
)
|
$
|
286,477
|
$
|
(239
|
)
|
$
|
279,262
|
|||||||||||||
Excess tax benefit of share- based compensation
|
-
|
-
|
1,151
|
-
|
-
|
-
|
1,151
|
|||||||||||||||||||||
Issuance of restricted stock awards
|
123
|
1
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||||||||
Share-based compensation
|
-
|
-
|
2,711
|
-
|
-
|
-
|
2,711
|
|||||||||||||||||||||
Repurchase of common stock
|
(30
|
)
|
-
|
-
|
(2,475
|
)
|
-
|
-
|
(2,475
|
)
|
||||||||||||||||||
Net earnings
|
-
|
-
|
-
|
-
|
24,493
|
-
|
24,493
|
|||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(134
|
)
|
(134
|
)
|
|||||||||||||||||||
Balance, September 30, 2015
|
7,482
|
$
|
132
|
$
|
114,934
|
$
|
(120,654
|
)
|
$
|
310,970
|
$
|
(373
|
)
|
$
|
305,009
|
1. | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2. | FINANCING RECEIVABLES AND OPERATING LEASES |
September 30, 2015
|
Notes
Receivables
|
Lease-Related
Receivables
|
Total Financing
Receivables
|
|||||||||
Minimum payments
|
$
|
61,555
|
$
|
67,238
|
$
|
128,793
|
||||||
Estimated unguaranteed residual value (1)
|
-
|
9,287
|
9,287
|
|||||||||
Initial direct costs, net of amortization (2)
|
431
|
536
|
967
|
|||||||||
Unearned income
|
-
|
(5,403
|
)
|
(5,403
|
)
|
|||||||
Reserve for credit losses (3)
|
(3,584
|
)
|
(848
|
)
|
(4,432
|
)
|
||||||
Total, net
|
$
|
58,402
|
$
|
70,810
|
$
|
129,212
|
||||||
Reported as:
|
||||||||||||
Current
|
$
|
30,811
|
$
|
33,457
|
$
|
64,268
|
||||||
Long-term
|
27,591
|
37,353
|
64,944
|
|||||||||
Total, net
|
$
|
58,402
|
$
|
70,810
|
$
|
129,212
|
(1) | Includes estimated unguaranteed residual values of $4,216 thousand for direct financing leases, which have been sold and accounted for as sales under ASC Topic, Transfers and Servicing. |
(2) | Initial direct costs are shown net of amortization of $710 thousand. |
(3) | For details on reserve for credit losses, refer to Note 4, “Reserves for Credit Losses.” |
March 31, 2015
|
Notes
Receivables
|
Lease-Related
Receivables
|
Total Financing
Receivables
|
|||||||||
Minimum payments
|
$
|
59,943
|
$
|
66,415
|
$
|
126,358
|
||||||
Estimated unguaranteed residual value (1)
|
-
|
8,376
|
8,376
|
|||||||||
Initial direct costs, net of amortization (2)
|
429
|
495
|
924
|
|||||||||
Unearned income
|
-
|
(5,233
|
)
|
(5,233
|
)
|
|||||||
Reserve for credit losses (3)
|
(3,573
|
)
|
(881
|
)
|
(4,454
|
)
|
||||||
Total, net
|
$
|
56,799
|
$
|
69,172
|
$
|
125,971
|
||||||
Reported as:
|
||||||||||||
Current
|
$
|
33,484
|
$
|
33,425
|
$
|
66,909
|
||||||
Long-term
|
23,315
|
35,747
|
59,062
|
|||||||||
Total, net
|
$
|
56,799
|
$
|
69,172
|
$
|
125,971
|
(1) | Includes estimated unguaranteed residual values of $3,977 thousand for direct financing leases which have been sold and accounted for as sales under ASC Topic, Transfers and Servicing. |
(2) | Initial direct costs are shown net of amortization of $647 thousand. |
(3) | For details on reserve for credit losses, refer to Note 4, “Reserves for Credit Losses.” |
September 30,
2015
|
March 31,
2015
|
|||||||
Cost of equipment under operating leases
|
$
|
41,373
|
$
|
36,283
|
||||
Accumulated depreciation
|
(18,470
|
)
|
(18,354
|
)
|
||||
Investment in operating lease equipment—net (1)
|
$
|
22,903
|
$
|
17,929
|
(1) | These totals include estimated unguaranteed residual values of $4,409 thousand and $4,340 thousand as of September 30, 2015 and March 31, 2015, respectively. |
3. | GOODWILL AND OTHER INTANGIBLE ASSETS |
September 30, 2015
|
March 31, 2015
|
|||||||||||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
/ Impairment
Loss
|
Net
Carrying
Amount
|
Gross
Carrying
Amount
|
Accumulated
Amortization
/ Impairment
Loss
|
Net
Carrying
Amount
|
|||||||||||||||||||
Goodwill
|
$
|
42,785
|
$
|
(8,673
|
)
|
$
|
34,112
|
$
|
42,785
|
$
|
(8,673
|
)
|
$
|
34,112
|
||||||||||
Customer relationships & other intangibles
|
11,778
|
(7,389
|
)
|
4,389
|
12,005
|
(6,560
|
)
|
5,445
|
||||||||||||||||
Capitalized software development
|
2,693
|
(1,683
|
)
|
1,010
|
2,693
|
(1,452
|
)
|
1,241
|
||||||||||||||||
Total
|
$
|
57,256
|
$
|
(17,745
|
)
|
$
|
39,511
|
$
|
57,483
|
$
|
(16,685
|
)
|
$
|
40,798
|
Reporting Unit
|
September 30,
2015
|
March 31,
2015
|
||||||
Technology
|
$
|
33,023
|
$
|
33,023
|
||||
Software Document Management
|
1,089
|
1,089
|
4. | RESERVES FOR CREDIT LOSSES |
Accounts
Receivable
|
Notes
Receivable
|
Lease-Related
Receivables
|
Total
|
|||||||||||||
Balance April 1, 2015
|
$
|
1,169
|
$
|
3,573
|
$
|
881
|
$
|
5,623
|
||||||||
Provision for credit losses
|
46
|
11
|
(33
|
)
|
24
|
|||||||||||
Write-offs and other
|
(119
|
)
|
-
|
-
|
(119
|
)
|
||||||||||
Balance September 30, 2015
|
$
|
1,096
|
$
|
3,584
|
$
|
848
|
$
|
5,528
|
||||||||
Accounts
Receivable
|
Notes
Receivable
|
Lease-Related
Receivables
|
Total
|
|||||||||||||
Balance April 1, 2014
|
$
|
1,364
|
$
|
3,364
|
$
|
1,024
|
$
|
5,752
|
||||||||
Provision for credit losses
|
(99
|
)
|
309
|
11
|
221
|
|||||||||||
Write-offs and other
|
(122
|
)
|
-
|
(31
|
)
|
(153
|
)
|
|||||||||
Balance September 30, 2014
|
$
|
1,143
|
$
|
3,673
|
$
|
1,004
|
$
|
5,820
|
September 30, 2015
|
March 31, 2015
|
|||||||||||||||
Notes
Receivable
|
Lease-
Related
Receivables
|
Notes
Receivable
|
Lease-
Related
Receivables
|
|||||||||||||
Reserves for credit losses:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$
|
384
|
$
|
725
|
$
|
440
|
$
|
740
|
||||||||
Ending balance: individually evaluated for impairment
|
3,200
|
123
|
3,133
|
141
|
||||||||||||
Ending balance
|
$
|
3,584
|
$
|
848
|
$
|
3,573
|
$
|
881
|
||||||||
Minimum payments:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$
|
58,035
|
$
|
67,096
|
$
|
56,525
|
$
|
66,255
|
||||||||
Ending balance: individually evaluated for impairment
|
3,520
|
142
|
3,418
|
160
|
||||||||||||
Ending balance
|
$
|
61,555
|
$
|
67,238
|
$
|
59,943
|
$
|
66,415
|
31-60
Days
Past
Due
|
61-90
Days
Past
Due
|
Greater
than 90
Days
Past
Due
|
Total
Past
Due
|
Current
|
Unbilled
Minimum
Lease
Payments
|
Total
Minimum
Lease
Payments
|
Unearned
Income
|
Non-
Recourse
Notes
Payable
|
Net
Credit
Exposure
|
|||||||||||||||||||||||||||||||
September 30, 2015
|
||||||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
131
|
$
|
83
|
$
|
186
|
$
|
400
|
$
|
193
|
$
|
47,143
|
$
|
47,736
|
$
|
(2,744
|
)
|
$
|
(10,664
|
)
|
$
|
34,328
|
||||||||||||||||||
Average CQR
|
3
|
-
|
102
|
105
|
64
|
19,191
|
19,360
|
(1,454
|
)
|
(6,077
|
)
|
11,829
|
||||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
142
|
142
|
-
|
-
|
142
|
(19
|
)
|
-
|
123
|
|||||||||||||||||||||||||||||
Total
|
$
|
134
|
$
|
83
|
$
|
430
|
$
|
647
|
$
|
257
|
$
|
66,334
|
$
|
67,238
|
$
|
(4,217
|
)
|
$
|
(16,741
|
)
|
$
|
46,280
|
||||||||||||||||||
March 31, 2015
|
||||||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
70
|
$
|
185
|
$
|
133
|
$
|
388
|
$
|
430
|
$
|
41,213
|
$
|
42,031
|
$
|
(2,340
|
)
|
$
|
(16,561
|
)
|
$
|
23,130
|
||||||||||||||||||
Average CQR
|
15
|
68
|
19
|
102
|
75
|
24,047
|
24,224
|
(1,742
|
)
|
(9,397
|
)
|
13,085
|
||||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
-
|
-
|
-
|
160
|
160
|
(19
|
)
|
-
|
141
|
|||||||||||||||||||||||||||||
Total
|
$
|
85
|
$
|
253
|
$
|
152
|
$
|
490
|
$
|
505
|
$
|
65,420
|
$
|
66,415
|
$
|
(4,101
|
)
|
$
|
(25,958
|
)
|
$
|
36,356
|
31-60
Days
Past
Due
|
61-90
Days
Past
Due
|
Greater
than 90
Days
Past Due
|
Total
Past
Due
|
Current
|
Unbilled
Notes
Receivable
|
Total
Notes
Receivable
|
Non-
Recourse
Notes
Payable
|
Net
Credit
Exposure
|
||||||||||||||||||||||||||||
September 30, 2015
|
||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
-
|
$
|
5
|
$
|
174
|
$
|
179
|
$
|
34
|
$
|
44,843
|
$
|
45,056
|
$
|
(25,890
|
)
|
$
|
19,166
|
|||||||||||||||||
Average CQR
|
6
|
6
|
118
|
130
|
202
|
12,647
|
12,979
|
(7,763
|
)
|
5,216
|
||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
3,520
|
3,520
|
-
|
-
|
3,520
|
-
|
3,520
|
|||||||||||||||||||||||||||
Total
|
$
|
6
|
$
|
11
|
$
|
3,812
|
$
|
3,829
|
$
|
236
|
$
|
57,490
|
$
|
61,555
|
$
|
(33,653
|
)
|
$
|
27,902
|
|||||||||||||||||
March 31, 2015
|
||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
338
|
$
|
260
|
$
|
161
|
$
|
759
|
$
|
2,455
|
$
|
35,996
|
$
|
39,210
|
$
|
(18,255
|
)
|
$
|
20,955
|
|||||||||||||||||
Average CQR
|
57
|
-
|
-
|
57
|
376
|
16,882
|
17,315
|
(11,665
|
)
|
5,650
|
||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
656
|
656
|
-
|
2,762
|
3,418
|
-
|
3,418
|
|||||||||||||||||||||||||||
Total
|
$
|
395
|
$
|
260
|
$
|
817
|
$
|
1,472
|
$
|
2,831
|
$
|
55,640
|
$
|
59,943
|
$
|
(29,920
|
)
|
$
|
30,023
|
5. | PROPERTY, EQUIPMENT, OTHER ASSETS AND LIABILITIES |
September 30,
2015 |
March 31,
2015 |
|||||||
Other current assets:
|
||||||||
Deposits & funds held in escrow
|
$
|
916
|
$
|
4,281
|
||||
Prepaid assets
|
3,120
|
2,652
|
||||||
Other
|
682
|
480
|
||||||
Total other current assets
|
$
|
4,718
|
$
|
7,413
|
||||
Other assets:
|
||||||||
Deferred costs
|
$
|
2,302
|
$
|
2,308
|
||||
Property and equipment, net
|
5,957
|
6,127
|
||||||
Other
|
710
|
1,045
|
||||||
Total other assets - long term
|
$
|
8,969
|
$
|
9,480
|
||||
September 30,
2015
|
March 31,
2015
|
|||||||
Other current liabilities:
|
||||||||
Accrued expenses
|
$
|
6,590
|
$
|
5,302
|
||||
Deferred compensation
|
-
|
222
|
||||||
Other
|
9,886
|
8,051
|
||||||
Total other current liabilities
|
$
|
16,476
|
$
|
13,575
|
||||
Other liabilities:
|
||||||||
Deferred revenue
|
$
|
2,382
|
$
|
2,923
|
||||
Other
|
895
|
890
|
||||||
Total other liabilities - long term
|
$
|
3,277
|
$
|
3,813
|
6. | NOTES PAYABLE AND CREDIT FACILITY |
September 30,
2015
|
March 31,
2015 |
|||||||
Recourse notes payable with interest rates ranging from 2.24% and 4.13% at September 30, 2015 and ranging from 2.24% and 4.13% at March 31, 2015.
|
||||||||
Current
|
$
|
1,204
|
$
|
889
|
||||
Long-term
|
2,815
|
2,801
|
||||||
Total recourse notes payable
|
$
|
4,019
|
$
|
3,690
|
||||
Non-recourse notes payable secured by financing receivables and investments in operating leases with interest rates ranging from 1.70% to 7.50% at September 30, 2015 and ranging from 1.70% to 10.00% as of March 31, 2015.
|
||||||||
Current
|
$
|
28,137
|
$
|
28,560
|
||||
Long-term
|
10,510
|
24,314
|
||||||
Total non-recourse notes payable
|
$
|
38,647
|
$
|
52,874
|
7. | COMMITMENTS AND CONTINGENCIES |
Three months ended
September 30,
|
Six months ended
September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Basic and diluted common shares outstanding:
|
||||||||||||||||
Weighted average common shares outstanding — basic
|
7,274
|
7,320
|
7,249
|
7,412
|
||||||||||||
Effect of dilutive shares
|
23
|
25
|
61
|
49
|
||||||||||||
Weighted average shares common outstanding — diluted
|
7,297
|
7,345
|
7,310
|
7,461
|
||||||||||||
Calculation of earnings per common share - basic:
|
||||||||||||||||
Net earnings
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,429
|
||||||||
Net earnings attributable to participating securities
|
-
|
-
|
-
|
55
|
||||||||||||
Net earnings attributable to common shareholders
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,374
|
||||||||
Earnings per common share - basic
|
$
|
2.16
|
$
|
1.63
|
$
|
3.38
|
$
|
2.88
|
||||||||
Calculation of earnings per common share - diluted:
|
||||||||||||||||
Net earnings attributable to common shareholders— basic
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,374
|
||||||||
Add: undistributed earnings attributable to participating securities
|
-
|
-
|
-
|
1
|
||||||||||||
Net earnings attributable to common shareholders— diluted
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,375
|
||||||||
Earnings per common share - diluted
|
$
|
2.15
|
$
|
1.63
|
$
|
3.35
|
$
|
2.86
|
9. | STOCKHOLDERS’ EQUITY |
10. | SHARE-BASED COMPENSATION |
Number of Shares
|
Weighted
Average Grant-
date Fair Value
|
|||||||
Nonvested April 1, 2015
|
176,514
|
$
|
52.75
|
|||||
Granted
|
125,125
|
$
|
81.76
|
|||||
Vested
|
(94,625
|
)
|
$
|
48.75
|
||||
Forfeited
|
(2,321
|
)
|
$
|
64.06
|
||||
Nonvested September 30, 2015
|
204,693
|
$
|
72.21
|
11.
|
INCOME TAXES
|
12.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
Fair Value Measurement Using
|
||||||||||||||||
Recorded Amount
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
Significant
Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
|||||||||||||
September 30, 2015:
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$
|
39,504
|
$
|
39,504
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Contingent consideration
|
$
|
2,145
|
$
|
-
|
$
|
-
|
$
|
2,145
|
Fair Value Measurement Using
|
||||||||||||||||
Recorded Amount
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
Significant
Other
Observable I
nputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
|||||||||||||
March 31, 2015:
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$
|
25,004
|
$
|
25,004
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Contingent consideration
|
$
|
1,830
|
$
|
-
|
$
|
-
|
$
|
1,830
|
13. | SEGMENT REPORTING |
Three Months Ended
|
||||||||||||||||||||||||
September 30, 2015
|
September 30, 2014
|
|||||||||||||||||||||||
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
|||||||||||||||||||
Sales of product and services
|
$
|
324,259
|
$
|
-
|
$
|
324,259
|
$
|
286,584
|
$
|
-
|
$
|
286,584
|
||||||||||||
Financing revenue
|
-
|
10,279
|
10,279
|
-
|
9,059
|
9,059
|
||||||||||||||||||
Fee and other income
|
1,721
|
27
|
1,748
|
1,782
|
47
|
1,829
|
||||||||||||||||||
Net sales
|
325,980
|
10,306
|
336,286
|
288,366
|
9,106
|
297,472
|
||||||||||||||||||
Cost of sales, product and services
|
261,208
|
-
|
261,208
|
230,742
|
-
|
230,742
|
||||||||||||||||||
Direct lease costs
|
-
|
3,157
|
3,157
|
-
|
2,806
|
2,806
|
||||||||||||||||||
Cost of sales
|
261,208
|
3,157
|
264,365
|
230,742
|
2,806
|
233,548
|
||||||||||||||||||
Professional and other fees
|
1,305
|
208
|
1,513
|
1,321
|
256
|
1,577
|
||||||||||||||||||
Salaries and benefits
|
33,476
|
2,264
|
35,740
|
31,963
|
2,289
|
34,252
|
||||||||||||||||||
General and administrative expenses
|
7,322
|
263
|
7,585
|
6,703
|
455
|
7,158
|
||||||||||||||||||
Interest and financing costs
|
22
|
400
|
422
|
19
|
592
|
611
|
||||||||||||||||||
Operating expenses
|
42,125
|
3,135
|
45,260
|
40,006
|
3,592
|
43,598
|
||||||||||||||||||
Earnings before provision for income taxes
|
$
|
22,647
|
$
|
4,014
|
$
|
26,661
|
$
|
17,618
|
$
|
2,708
|
$
|
20,326
|
||||||||||||
Depreciation and amortization
|
$
|
1,229
|
$
|
3,039
|
$
|
4,268
|
$
|
1,081
|
$
|
2,709
|
$
|
3,790
|
||||||||||||
Purchases of property, equipment and operating lease equipment
|
$
|
576
|
$
|
8,118
|
$
|
8,694
|
$
|
744
|
$
|
706
|
$
|
1,450
|
||||||||||||
Total assets
|
$
|
379,378
|
$
|
211,109
|
$
|
590,487
|
$
|
341,893
|
$
|
222,553
|
$
|
564,446
|
Six Months Ended
|
||||||||||||||||||||||||
September 30, 2015
|
September 30, 2014
|
|||||||||||||||||||||||
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
|||||||||||||||||||
Sales of product and services
|
$
|
583,955
|
$
|
-
|
$
|
583,955
|
$
|
547,940
|
$
|
-
|
$
|
547,940
|
||||||||||||
Financing revenue
|
-
|
18,625
|
18,625
|
-
|
17,933
|
17,933
|
||||||||||||||||||
Fee and other income
|
3,532
|
40
|
3,572
|
3,829
|
74
|
3,903
|
||||||||||||||||||
Net sales
|
587,487
|
18,665
|
606,152
|
551,769
|
18,007
|
569,776
|
||||||||||||||||||
Cost of sales, product and services
|
468,926
|
-
|
468,926
|
443,650
|
-
|
443,650
|
||||||||||||||||||
Direct lease costs
|
-
|
6,175
|
6,175
|
-
|
5,763
|
5,763
|
||||||||||||||||||
Cost of sales
|
468,926
|
6,175
|
475,101
|
443,650
|
5,763
|
449,413
|
||||||||||||||||||
Professional and other fees
|
2,567
|
464
|
3,031
|
2,907
|
503
|
3,410
|
||||||||||||||||||
Salaries and benefits
|
66,428
|
4,526
|
70,954
|
62,633
|
4,566
|
67,199
|
||||||||||||||||||
General and administrative expenses
|
13,851
|
513
|
14,364
|
12,461
|
970
|
13,431
|
||||||||||||||||||
Interest and financing costs
|
41
|
934
|
975
|
58
|
1,197
|
1,255
|
||||||||||||||||||
Operating expenses
|
82,887
|
6,437
|
89,324
|
78,059
|
7,236
|
85,295
|
||||||||||||||||||
Operating income
|
35,674
|
6,053
|
41,727
|
30,060
|
5,008
|
35,068
|
||||||||||||||||||
Other income
|
-
|
-
|
-
|
-
|
1,434
|
1,434
|
||||||||||||||||||
Earnings before provision for income taxes
|
$
|
35,674
|
$
|
6,053
|
$
|
41,727
|
$
|
30,060
|
$
|
6,442
|
$
|
36,502
|
||||||||||||
Depreciation and amortization
|
$
|
2,466
|
$
|
6,037
|
$
|
8,503
|
$
|
1,975
|
$
|
5,656
|
$
|
7,631
|
||||||||||||
Purchases of property, equipment and operating lease equipment
|
$
|
1,194
|
$
|
14,424
|
$
|
15,618
|
$
|
1,086
|
$
|
833
|
$
|
1,919
|
||||||||||||
Total assets
|
$
|
379,378
|
$
|
211,109
|
$
|
590,487
|
$
|
341,893
|
$
|
222,553
|
$
|
564,446
|
14. | BUSINESS COMBINATIONS |
Three Months Ended
September 30, |
Six Months Ended
September 30, |
|||||||||||||||||||||||
2015
|
2014
|
Change
|
2015
|
2014
|
Change
|
|||||||||||||||||||
Gross margin
|
21.4
|
%
|
21.5
|
%
|
(10 bps)
|
21.6
|
%
|
21.1
|
%
|
50 bps
|
||||||||||||||
Gross margin, product and services
|
19.4
|
%
|
19.5
|
%
|
(10 bps)
|
19.7
|
%
|
19.0
|
%
|
70 bps
|
||||||||||||||
Operating income margin
|
7.9
|
%
|
6.8
|
%
|
110 bps
|
6.9
|
%
|
6.2
|
%
|
70 bps
|
||||||||||||||
Non-GAAP gross sales of product and services (1)
|
$
|
431,096
|
$
|
392,238
|
9.9
|
%
|
$
|
763,404
|
$
|
717,696
|
6.4
|
%
|
||||||||||||
Non-GAAP gross cost of sales, product and services (1)
|
$
|
368,045
|
$
|
336,396
|
9.4
|
%
|
$
|
648,375
|
$
|
613,406
|
5.7
|
%
|
||||||||||||
Adjusted EBITDA (2)
|
$
|
27,861
|
$
|
21,376
|
30.3
|
%
|
$
|
44,135
|
$
|
36,989
|
19.3
|
%
|
||||||||||||
Adjusted EBITDA margin (2)
|
8.3
|
%
|
7.2
|
%
|
110 bps |
7.3
|
%
|
6.5
|
%
|
80 bps | ||||||||||||||
Purchases of property and equipment used internally
|
$
|
576
|
$
|
744
|
$
|
(168
|
)
|
$
|
1,194
|
$
|
1,086
|
$
|
108
|
|||||||||||
Purchases of equipment under operating leases
|
8,118
|
706
|
7,412
|
14,424
|
833
|
13,591
|
||||||||||||||||||
Total capital expenditures
|
$
|
8,694
|
$
|
1,450
|
$
|
7,244
|
$
|
15,618
|
$
|
1,919
|
$
|
13,699
|
(1) |
We define non-GAAP gross sales of product and services as our sales of product and services calculated in accordance with GAAP, adjusted to exclude the costs incurred related to sales of third party software assurance, maintenance and services. We define non-GAAP gross cost of sales, product and services as our cost of sales, product and services calculated in accordance with GAAP, adjusted to include the costs incurred related to sales of third party software assurance, maintenance and services. We provide below a reconciliation of non-GAAP gross sales of product and services to sales of product and services, which is the most closely comparable financial measure to this non-GAAP financial measure. We also provide below a reconciliation of non-GAAP gross cost of sales of product and services to cost of sales, product and services, which is the most closely comparable financial measure to this non-GAAP financial measure.
|
Three Months Ended
September 30,
|
Six Months Ended
September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Sales of products and services
|
$
|
324,259
|
$
|
286,584
|
$
|
583,955
|
$
|
547,940
|
||||||||
Costs incurred related to sales of third party software assurance, maintenance and services
|
106,837
|
105,654
|
179,449
|
169,756
|
||||||||||||
Non-GAAP gross sales of products and services
|
$
|
431,096
|
$
|
392,238
|
$
|
763,404
|
$
|
717,696
|
||||||||
Cost of sales, product and services
|
$
|
261,208
|
$
|
230,742
|
$
|
468,926
|
$
|
443,650
|
||||||||
Costs incurred related to sales of third party software assurance, maintenance and services
|
106,837
|
105,654
|
179,449
|
169,756
|
||||||||||||
Non-GAAP gross cost of sales, product and services
|
$
|
368,045
|
$
|
336,396
|
$
|
648,375
|
$
|
613,406
|
(2)
|
We define Adjusted EBITDA as net earnings calculated in accordance with GAAP, adjusted for the following: interest expense, depreciation and amortization, provision for income taxes, and other income. We consider the interest on notes payable from our financing segment and depreciation expense presented within cost of sales, which includes depreciation on assets financed as operating leases, to be operating expenses. As such, they are not included in the amounts added back to net earnings in the Adjusted EBITDA calculation. We provide below a reconciliation of Adjusted EBITDA to net earnings, which is the most closely comparable financial measure to this non-GAAP financial measure. Adjusted EBITDA margin is our calculation of Adjusted EBITDA divided by net sales.
|
|
Three Months Ended
September 30, |
Six Months Ended
September 30, |
||||||||||||||
|
2015
|
2014
|
2015
|
2014
|
||||||||||||
Net earnings
|
$
|
15,679
|
$
|
11,952
|
$
|
24,493
|
$
|
21,429
|
||||||||
Provision for income taxes
|
10,982
|
8,374
|
17,234
|
15,073
|
||||||||||||
Depreciation and amortization
|
1,200
|
1,050
|
2,408
|
1,921
|
||||||||||||
Less: Other income
|
-
|
-
|
-
|
1,434
|
||||||||||||
Adjusted EBITDA
|
$
|
27,861
|
$
|
21,376
|
$
|
44,135
|
$
|
36,989
|
·
|
Portfolio income: Interest income from financing receivables and rents due under operating leases;
|
·
|
Transactional gains: Net gains or losses on the sale of financial assets; and
|
·
|
Post-contract earnings: Month-to-month rents; early termination, prepayment, make-whole, or buyout fees; and net gains on the sale of off-lease (used) equipment.
|
Three Months Ended September 30,
|
Six Months Ended September 30, | |||||||||||||||||||||||||||||||
2015
|
2014
|
Change
|
2015
|
2014
|
Change
|
|||||||||||||||||||||||||||
Sales of product and services
|
$
|
324,259
|
$
|
286,584
|
$
|
37,675
|
13.1
|
%
|
$
|
583,955
|
$
|
547,940
|
$
|
36,015
|
6.6
|
%
|
||||||||||||||||
Fee and other income
|
1,721
|
1,782
|
(61
|
)
|
(3.4
|
%)
|
3,532
|
3,829
|
(297
|
)
|
(7.8
|
%)
|
||||||||||||||||||||
Net sales
|
325,980
|
288,366
|
37,614
|
13.0
|
%
|
587,487
|
551,769
|
35,718
|
6.5
|
%
|
||||||||||||||||||||||
Cost of sales, product and services
|
261,208
|
230,742
|
30,466
|
13.2
|
%
|
468,926
|
443,650
|
25,276
|
5.7
|
%
|
||||||||||||||||||||||
Gross profit
|
64,772
|
57,624
|
7,148
|
12.4
|
%
|
118,561
|
108,119
|
10,442
|
9.7
|
%
|
||||||||||||||||||||||
Professional and other fees
|
1,305
|
1,321
|
(16
|
)
|
(1.2
|
%)
|
2,567
|
2,907
|
(340
|
)
|
(11.7
|
%)
|
||||||||||||||||||||
Salaries and benefits
|
33,476
|
31,963
|
1,513
|
4.7
|
%
|
66,428
|
62,633
|
3,795
|
6.1
|
%
|
||||||||||||||||||||||
General and administrative
|
7,322
|
6,703
|
619
|
9.2
|
%
|
13,851
|
12,461
|
1,390
|
11.2
|
%
|
||||||||||||||||||||||
Interest and financing costs
|
22
|
19
|
3
|
15.8
|
%
|
41
|
58
|
(17
|
)
|
(29.3
|
%)
|
|||||||||||||||||||||
Operating expenses
|
42,125
|
40,006
|
2,119
|
5.3
|
%
|
82,887
|
78,059
|
4,828
|
6.2
|
%
|
||||||||||||||||||||||
Segment earnings
|
$
|
22,647
|
$
|
17,618
|
$
|
5,029
|
28.5
|
%
|
$
|
35,674
|
$
|
30,060
|
$
|
5,614
|
18.7
|
%
|
Quarter Ended
|
Sequential
|
Year over Year
|
||||||
September 30, 2015
|
24.9
|
%
|
13.1
|
%
|
||||
June 30,2015
|
0.9
|
%
|
(0.6
|
%)
|
||||
March 31, 2015
|
(13.0
|
%)
|
3.2
|
%
|
||||
December 31, 2014
|
3.2
|
%
|
15.6
|
%
|
||||
September 30, 2014
|
9.7
|
%
|
9.7
|
%
|
Three Months Ended September 30,
|
Six Months Ended September 30, | |||||||||||||||||||||||||||||||
2015
|
2014
|
Change
|
2015
|
2014
|
Change
|
|||||||||||||||||||||||||||
Financing revenue
|
$
|
10,279
|
$
|
9,059
|
$
|
1,220
|
13.5
|
%
|
$
|
18,625
|
$
|
17,933
|
$
|
692
|
3.9
|
%
|
||||||||||||||||
Fee and other income
|
27
|
47
|
(20
|
)
|
(42.6
|
%)
|
40
|
74
|
(34
|
)
|
(45.9
|
%)
|
||||||||||||||||||||
Net sales
|
10,306
|
9,106
|
1,200
|
13.2
|
%
|
18,665
|
18,007
|
658
|
3.7
|
%
|
||||||||||||||||||||||
Direct lease costs
|
3,157
|
2,806
|
351
|
12.5
|
%
|
6,175
|
5,763
|
412
|
7.1
|
%
|
||||||||||||||||||||||
Gross profit
|
7,149
|
6,300
|
849
|
13.5
|
%
|
12,490
|
12,244
|
246
|
2.0
|
%
|
||||||||||||||||||||||
Professional and other fees
|
208
|
256
|
(48
|
)
|
(18.8
|
%)
|
464
|
503
|
(39
|
)
|
(7.8
|
%)
|
||||||||||||||||||||
Salaries and benefits
|
2,264
|
2,289
|
(25
|
)
|
(1.1
|
%)
|
4,526
|
4,566
|
(40
|
)
|
(0.9
|
%)
|
||||||||||||||||||||
General and administrative
|
263
|
455
|
(192
|
)
|
(42.2
|
%)
|
513
|
970
|
(457
|
)
|
(47.1
|
%)
|
||||||||||||||||||||
Interest and financing costs
|
400
|
592
|
(192
|
)
|
(32.4
|
%)
|
934
|
1,197
|
(263
|
)
|
(22.0
|
%)
|
||||||||||||||||||||
Operating expenses
|
3,135
|
3,592
|
(457
|
)
|
(12.7
|
%)
|
6,437
|
7,236
|
(799
|
)
|
(11.0
|
%)
|
||||||||||||||||||||
Operating income
|
4,014
|
2,708
|
1,306
|
48.2
|
%
|
6,053
|
5,008
|
1,045
|
20.9
|
%
|
||||||||||||||||||||||
Other income
|
-
|
-
|
-
|
n/a
|
|
-
|
1,434
|
(1,434
|
)
|
n/a
|
|
|||||||||||||||||||||
Segment earnings
|
$
|
4,014
|
$
|
2,708
|
$
|
1,306
|
48.2
|
%
|
$
|
6,053
|
$
|
6,442
|
$
|
(389
|
)
|
(6.0
|
%)
|
Six Months Ended September 30,
|
||||||||
2015
|
2014
|
|||||||
Net cash used in operating activities
|
$
|
(22,660
|
)
|
$
|
(10,995
|
)
|
||
Net cash used in investing activities
|
(27,924
|
)
|
(22,182
|
)
|
||||
Net cash provided by financing activities
|
37,284
|
15,948
|
||||||
Effect of exchange rate changes on cash
|
(33
|
)
|
(9
|
)
|
||||
Net Decrease in Cash and Cash Equivalents
|
$
|
(13,333
|
)
|
$
|
(17,238
|
)
|
|
As of September 30,
|
|||||||
|
2015
|
2014
|
||||||
|
||||||||
Days sales outstanding (1)
|
47
|
48
|
||||||
Days inventory outstanding (2)
|
6
|
8
|
||||||
Days payable outstanding (3)
|
(41
|
)
|
(44
|
)
|
||||
Cash conversion cycle
|
12
|
12
|
(1)
|
Represents the rolling three-month average of the balance of trade accounts receivable-trade, net for our Technology segment at the end of the period divided by non-GAAP gross sales of product and services for the same three-month period.
|
(2)
|
Represents the rolling three-month average of the balance of inventory, net for our Technology segment at the end of the period divided by non-GAAP gross cost of sales, product and services for the same three-month period.
|
(3)
|
Represents the rolling three-month average of the combined balance of accounts payable-trade and accounts payable-floor plan for our Technology segment at the end of the period divided by non-GAAP gross cost of sales, product and services for the same three-month period.
|
Maximum Credit Limit
at September 30, 2015
|
Balance as of
September 30, 2015
|
Maximum Credit Limit
at March 31,2015
|
Balance as of
March 31, 2015
|
|||
$250,000
|
$127,053
|
$225,000
|
$99,418
|
Period
|
Total
number of
shares
purchased (1)
|
Average
price paid
per share
|
Total number of
shares
purchased as
part of publicly
announced plans
or programs
|
Maximum number (or
approximate dollar
value) of shares that
may yet be purchased
under the plans or
programs
|
||||||||||||
April 1, 2015 through April 30, 2015
|
-
|
-
|
351,960
|
(2) | ||||||||||||
May 1, 2015 through May 31, 2015
|
-
|
-
|
351,960
|
(3) | ||||||||||||
June 1, 2015 through June 15, 2015
|
18,284
|
$
|
82.63
|
-
|
351,960
|
(4) | ||||||||||
June 16, 2015 through August 16, 2015
|
12,163
|
$
|
79.32
|
-
|
-
|
(5) | ||||||||||
August 17, 2015 through August 31, 2015
|
-
|
n/a
|
-
|
500,000
|
(6) | |||||||||||
September 1, 2015 through September 30, 2015
|
-
|
n/a
|
-
|
500,000
|
(7) |
(1)
|
All shares acquired were in open-market purchases, except for 30,447 shares, which were repurchased to satisfy tax withholding obligations that arose due to the vesting of shares of restricted stock.
|
(2)
|
The share purchase authorization in place for the month ended April 30, 2015 had purchase limitations on the number of shares of up to 500,000 shares. As of April 30, 2015, the remaining authorized shares to be purchased were 351,960.
|
(3)
|
The share purchase authorization in place for the month ended May 31, 2015 had purchase limitations on the number of shares of up to 500,000 shares. As of May 31, 2015, the remaining authorized shares to be purchased were 351,960.
|
(4)
|
The share purchase authorization expired June 15, 2015 and had purchase limitations on the number of shares of up to 500,000 shares. As of June 15, 2015, the remaining number of authorized shares that could have been purchased was 351,960.
|
(5)
|
There was no share purchase authorization plan in place from June 16, 2015 to August 16, 2015. The previous plan expired on June 15, 2015.
|
(6)
|
On August 13, 2015, the board of directors authorized the company to repurchase up to 500,000 shares of its outstanding common stock commencing on August 17, 2015 through August 16, 2016. As of August 31, 2015, no stock purchases have been made under this authorization.
|
(7)
|
The share purchase authorization in place for the month ended September 30, 2015 had purchase limitations on the number of shares of up to 500,000 shares. As of September 30, 2015, no stock purchases have been made under this authorization.
|
Amendment No. 3 to Amended and Restated Agreement for Wholesale Financing, dated October 20, 2015, by and among ePlus Technology, inc. and its subsidary ePlus Technology Services, inc. and GE Commercial Distribution Finance Corporation.
|
|
|
|
Amendment No. 3 to Amended and Restated Agreement for Business Financing, dated October 20, 2015, by and among ePlus Technology, inc. and its subsidary ePlus Technology Services, inc. and GE Commercial Distribution Finance Corporation.
|
|
|
|
Certification of the Chief Executive Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
|
|
|
|
Certification of the Chief Financial Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
|
|
|
|
Certification of the Chief Executive Officer and Chief Financial Officer of ePlus inc. pursuant to 18 U.S.C. § 1350.
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
ePlus inc.
|
|
|
|
|
Date: November 4, 2015
|
/s/ PHILLIP G. NORTON
|
|
|
By: Phillip G. Norton, Chairman of the Board,
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: November 4, 2015
|
/s/ ELAINE D. MARION
|
|
|
By: Elaine D. Marion
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1. | The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following: |
2. | Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: |
3. | The following shall be added to the Agreement as Section 30: |
“30.
|
Multiple Dealers; Joint and Several Liability.
|
(a)
|
All advances by CDF to and all other Obligations, as defined below, of any Dealer shall constitute one general obligation of each Dealer. Notwithstanding anything herein to the contrary, each Dealer shall be primarily and jointly and severally liable for all Obligations of any Dealer to CDF. Notwithstanding the foregoing, if and to the extent a Dealer is deemed to be a guarantor of another Dealer hereunder, such Dealer’s liability for any credit extended to or for the benefit of such other Dealer shall be deemed to be a guaranty of payment and performance, and not merely a guaranty of collection. To the fullest extent permitted by law, each Dealer hereby waives promptness, diligence, notice of acceptance, and any other notices of any nature whatsoever with respect to any of the Obligations, and any requirement that CDF protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any other Dealer, any Guarantor, as defined below, any other person or any Collateral. Each Dealer agrees that any rights of subrogation, indemnification, reimbursement or any similar rights it may have against any other Dealer with respect to its liability hereunder or otherwise, whether such rights arise under an express or implied contract or by operation of law, shall be subject, junior and subordinate in all respect to all Obligations of such Dealer to CDF and that the enforcement of such rights shall be stayed until such time as the Dealer shall have indefeasibly paid in full all of the Obligations and CDF shall be under no duty to extend credit to or for the benefit of any Dealer. The liability of each Dealer shall be absolute and unconditional irrespective of (i) any change in the time, manner or place of payment of, or in any other term of, any of the Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any other agreement between or among any Dealer and CDF, (ii) any exchange, release or non-perfection of any Collateral or any release or amendment or waiver of or consent to departure from any other guaranty or any release of any Guarantor or any other person liable in whole or in part for all or any of the Obligations, (iii) the disallowance or avoidance of all or any portion of CDF’s claim(s) for repayment of the Obligations of any Guarantor to CDF or of CDF’s interest in any security for such Obligations, or (iv) any other circumstance which might otherwise constitute a defense available to, or discharge of, a Dealer or a Guarantor or any other surety.
|
(b)
|
Each Dealer (each, a “Principal”) hereby appoints each other Dealer (each, an “Agent”) as the Principal’s agent and attorney-in-fact (1) to take any action, (2) to execute any document or instrument, (3) to consent or agree to any amendment or other modification of this Agreement and/or any other agreements between or among any Dealer and CDF and/or any waiver of or departure from any of the terms hereof or thereof, (4) to perform any Obligation of the Principal, and (5) to give or receive any notice by or to any Dealer hereunder or thereunder; and in each case without regard to whether any such action is done in the name of an Agent or a Principal and, if done in the name of an Agent, without regard to whether such Agent’s capacity as agent or attorney-in-fact is so designated. Without limiting the generality of the foregoing, an Agent may request extensions of credit to or on behalf of any Dealer and/or incur any other Obligations for the account of any Dealer, and in any such event each Dealer shall be fully and jointly and severally bound by and liable for the actions of such Agent. CDF shall be entitled to rely absolutely and without duty of inquiry or investigation upon any agreement, request, communication or other notice given by an Agent under this Agreement and/or any other agreements between or among any Dealer and CDF (including without limitation, any request by an Agent to make credit extensions to or on behalf of itself and/or any Dealer) until three (3) Business Days after CDF shall have received written notice from each Principal of the revocation of this agency and power of attorney, which revocation shall constitute a Default.”
|
4. | For the avoidance of doubt, each Dealer authorizes CDF to file financing statements describing CDF as “Secured Party,” Dealer as “Debtor” and indicating the Collateral. |
5. | For the avoidance of doubt, unless specifically otherwise provided in this Agreement, each reference to "Dealer" refers to each of Technology and Services individually and to Technology and Services collectively. |
EPLUS TECHNOLOGY, INC.
|
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION
|
|||
By:
|
/s/ Elaine D. Marion
|
By:
|
/s/ Fahad Haroon
|
|
Print Name:
|
Elaine D. Marion, CFO
|
Print Name:
|
Fahad Haroon, Vice President
|
|
Date:
|
October 20, 2015
|
Date:
|
October 20, 2015
|
EPLUS TECHNOLOGY, INC.
|
||
By:
|
/s/ Elaine D. Marion
|
|
Print Name:
|
Elaine D. Marion, CFO
|
|
Date:
|
October 20, 2015
|
1.
|
The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:
|
2. | Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“4.
|
SECURITY COLLATERAL
|
4.1
|
Grant of Security Interest. To secure payment of each Dealer’s current and future Obligations and to secure each Dealer’s performance of all of the provisions under the Agreement and Other Agreements, each Dealer grants CDF a security interest in all of each Dealer’s inventory, equipment, fixtures, accounts, contract rights, chattel paper, security agreements, instruments, deposit accounts, reserves, documents, and general intangibles; and all judgments, claims, insurance policies, and payments owed or made to each Dealer thereon; all whether now owned or hereafter acquired, all attachments, accessories, accessions, returns, repossessions, exchanges, substitutions and replacements thereto, and all proceeds thereof. All such assets are collectively referred to herein as the “Collateral.” All of such terms for which meanings are provided in the Uniform Commercial Code of the applicable state are used herein with such meanings. Each Dealer covenants with CDF that CDF may realize upon all or part of any Collateral in any order it desires and any realization by any means upon any Collateral will not bar realization upon any other collateral. Each Dealer’s liability under the Agreement is direct and unconditional and will not be affected by the release or nonperfection of any security interest granted hereunder. All Collateral financed by CDF, and all proceeds thereof, will be held in trust by each Dealer for CDF, with such proceeds being payable in accordance with the Agreement.”
|
3. | The following shall be added to the Agreement as Section 10: |
“10.
|
MULTIPLE DEALERS; JOINT AND SEVERAL LIABILITY
|
10.1
|
All advances by CDF to and all other Obligations of any Dealer shall constitute one general obligation of each Dealer. Notwithstanding anything herein to the contrary, each Dealer shall be primarily and jointly and severally liable for all Obligations of any Dealer to CDF. Notwithstanding the foregoing, if and to the extent a Dealer is deemed to be a guarantor of another Dealer hereunder, such Dealer’s liability for any credit extended to or for the benefit of such other Dealer shall be deemed to be a guaranty of payment and performance, and not merely a guaranty of collection. To the fullest extent permitted by law, each Dealer hereby waives promptness, diligence, notice of acceptance, and any other notices of any nature whatsoever with respect to any of the Obligations, and any requirement that CDF protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any other Dealer, any Guarantor, any other person or any Collateral. Each Dealer agrees that any rights of subrogation, indemnification, reimbursement or any similar rights it may have against any other Dealer with respect to its liability hereunder or otherwise, whether such rights arise under an express or implied contract or by operation of law, shall be subject, junior and subordinate in all respect to all Obligations of such Dealer to CDF and that the enforcement of such rights shall be stayed until such time as the Dealer shall have indefeasibly paid in full all of the Obligations and CDF shall be under no duty to extend credit to or for the benefit of any Dealer. The liability of each Dealer shall be absolute and unconditional irrespective of (i) any change in the time, manner or place of payment of, or in any other term of, any of the Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any other agreement between or among any Dealer and CDF, (ii) any exchange, release or non-perfection of any Collateral or any release or amendment or waiver of or consent to departure from any other guaranty or any release of any Guarantor or any other person liable in whole or in part for all or any of the Obligations, (iii) the disallowance or avoidance of all or any portion of CDF’s claim(s) for repayment of the Obligations of any Guarantor to CDF or of CDF’s interest in any security for such Obligations, or (iv) any other circumstance which might otherwise constitute a defense available to, or discharge of, a Dealer or a Guarantor or any other surety.
|
10.2
|
Each Dealer (each, a “Principal”) hereby appoints each other Dealer (each, an “Agent”) as the Principal’s agent and attorney-in-fact (1) to take any action, (2) to execute any document or instrument, (3) to consent or agree to any amendment or other modification of this Agreement and/or any other agreements between or among any Dealer and CDF and/or any waiver of or departure from any of the terms hereof or thereof, (4) to perform any Obligation of the Principal, and (5) to give or receive any notice by or to any Dealer hereunder or thereunder; and in each case without regard to whether any such action is done in the name of an Agent or a Principal and, if done in the name of an Agent, without regard to whether such Agent’s capacity as agent or attorney-in-fact is so designated. Without limiting the generality of the foregoing, an Agent may request extensions of credit to or on behalf of any Dealer and/or incur any other Obligations for the account of any Dealer, and in any such event each Dealer shall be fully and jointly and severally bound by and liable for the actions of such Agent. CDF shall be entitled to rely absolutely and without duty of inquiry or investigation upon any agreement, request, communication or other notice given by an Agent under this Agreement and/or any other agreements between or among any Dealer and CDF (including without limitation, any request by an Agent to make credit extensions to or on behalf of itself and/or any Dealer) until three (3) Business Days after CDF shall have received written notice from each Principal of the revocation of this agency and power of attorney, which revocation shall constitute a Default.”
|
4. | For the avoidance of doubt, each Dealer authorizes CDF to file financing statements describing CDF as “Secured Party,” Dealer as “Debtor” and indicating the Collateral. |
5. | For the avoidance of doubt, unless specifically otherwise provided in this Agreement, each reference to "Dealer" refers to each of Technology and Services individually and to Technology and Services collectively. |
EPLUS TECHNOLOGY, INC.
|
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION
|
|||
By:
|
/s/ Elaine D. Marion
|
By:
|
/s/ Fahad Haroon
|
|
Print Name:
|
Elaine D. Marion, CFO
|
Print Name:
|
Fahad Haroon, Vice President
|
|
Date:
|
October 20, 2015
|
Date:
|
October 20, 2015
|
EPLUS TECHNOLOGY SERVICES, INC.
|
||
By:
|
/s/ Elaine D. Marion
|
|
Print Name:
|
Elaine D. Marion, CFO
|
|
Date:
|
October 20, 2015
|
1. | I have reviewed this quarterly report on Form 10-Q of ePlus inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ PHILLIP G. NORTON
|
|
Phillip G. Norton
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. | I have reviewed this quarterly report on Form 10-Q of ePlus inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ ELAINE D. MARION
|
|
Elaine D. Marion
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
a) | the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
b) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ePlus inc. |
/s/ PHILLIP G. NORTON
|
|
Phillip G. Norton Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ ELAINE D. MARION
|
|
Elaine D. Marion Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
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