0001022408-18-000030.txt : 20180810 0001022408-18-000030.hdr.sgml : 20180810 20180810170114 ACCESSION NUMBER: 0001022408-18-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180808 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180810 DATE AS OF CHANGE: 20180810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPLUS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34167 FILM NUMBER: 181009533 BUSINESS ADDRESS: STREET 1: 13595 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 20171-3413 BUSINESS PHONE: 7039848400 MAIL ADDRESS: STREET 1: 13595 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 20171-3413 FORMER COMPANY: FORMER CONFORMED NAME: MLC HOLDINGS INC DATE OF NAME CHANGE: 19960906 8-K 1 form8-k.htm EPLUS INC. FORM 8-K 8-8-2018




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 8, 2018

ePlus inc.
(Exact name of registrant as specified in its charter)


Delaware
001-34167
54-1817218
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive Herndon, VA 20171-3413
(Address, including zip code, of principal executive offices)

(703) 984-8400
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    



Item 2.02 Results of Operations and Financial Condition
 
On August 8, 2018, ePlus inc. announced by press release its results of operations for its first quarter ended June 30, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits
 
(d) The following exhibits are filed as part of this report:
 
Exhibit No.
Description
   
99.1
Press release dated August 8, 2018, issued by ePlus inc.
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ePlus inc.
By: /s/ Elaine D. Marion
Elaine D. Marion
Chief Financial Officer
 
Date: August 10, 2018
 
 
 




EX-99.1 2 ex99-1.htm PRESS RELEASE
ePlus Reports First Quarter Financial Results

Quarterly Highlights:

·
Net sales decreased 4.5% to $356.5 million; technology segment net sales decreased 4.4% to $346.9 million.
·
Adjusted gross billings decreased 1.1% to $482.3 million.
·
Consolidated gross profit increased 4.0% to $80.7 million; consolidated gross margin was 22.6%, an increase of 180 basis points.
·
Net earnings increased 13.8% to $15.3 million.
·
Adjusted EBITDA increased 3.9% to $25.4 million.
·
Diluted earnings per share increased 16.7% to $1.12. Non-GAAP diluted earnings per share increased 6.7% to $1.28.

HERNDON, VA – August 8, 2018 – ePlus inc. (NASDAQ:PLUS - news), a leading provider of technology solutions, today announced financial results for the three months ended June 30, 2018.

Management Comment

"First quarter results reflected higher gross profit performance due primarily to product mix and the expansion of our consultative and annuity services.  Our focus on providing customers with solutions around the high growth areas of Cloud, Security and Digital Infrastructure enabled us to report 4% growth in gross profit and a 180-basis point expansion in gross margin to 22.6%.  This growth was achieved despite lower year-on-year sales comparisons, due to a large project that benefitted sales primarily in last fiscal year's first and second quarters.  On a sequential basis, sales increased by approximately 8%, reflecting broad-based demand across our customer set, particularly within the mid-market, where we are offering a full range of services and focusing on generating annuity revenue streams," said Mark Marron, Chief Executive Officer and President.

"We delivered a strong quarter of profitability, while continuing to invest in our future to support our key strategic areas.  This includes investing in emerging technologies, while realigning and retraining existing sales and technical personnel to address the technology demands of today and the future."
1

First Quarter Fiscal 2018 Results

For the first quarter ended June 30, 2018 as compared to the first quarter of the prior fiscal year ended June 30, 2017:

Consolidated net sales decreased 4.5% to $356.5 million, from $373.4 million.

Technology segment net sales decreased 4.4% to $346.9 million, from $362.9 million.

Adjusted gross billings decreased 1.1% to $482.3 million. Adjusted gross billings are technology segment net sales adjusted to exclude the costs incurred of applicable third-party maintenance, software assurance and subscription/Saas licenses, and services.

Financing segment net sales decreased 7.5% to $9.7 million, from $10.5 million.

Consolidated gross profit rose 4.0% to $80.7 million, from $77.6 million. Consolidated gross margin improved 180 basis points to 22.6%, compared with 20.8% last year, due to a shift in mix towards third-party maintenance, software assurance and subscription/SaaS licenses, and services. Also contributing were higher product margins and service revenues.

Operating expenses increased 5.5% to $60.2 million, from $57.1 million, due, in part to an increase in variable compensation as a result of the increase in gross profit, as well as an increase of 26 personnel, or 2.1%, to 1,249 from 1,223 as of June 30, 2017.

Consolidated operating income decreased 0.2% to $20.5 million.

Our effective tax rate for the current quarter was 25.7%, compared with 35.4% in the prior year quarter. The lower effective tax rate was due to the change in the U.S federal statutory rate to 21% from legislation that was enacted on December 22, 2017. As a result, the U.S. statutory tax rate for the quarter ended June 30, 2018 was 21.0%, as compared to 35.0% for the same period last year.

Net earnings rose 13.8% to $15.3 million.

Adjusted EBITDA rose 3.9% to $25.4 million, from $24.4 million.

Diluted earnings per share was $1.12, compared with $0.96 in the prior year quarter. Non-GAAP diluted earnings per share was $1.28, compared with $1.20 last year. Non-GAAP diluted earnings per share is based on net earnings calculated in accordance with GAAP, adjusted to exclude other income (expense), share based compensation, and acquisition and integration expenses, and the related tax effects, and an adjustment to our tax expense in the prior year assuming a 21.0% statutory  income tax rate for U.S. operations.
2

Balance Sheet Highlights

As of June 30, 2018, ePlus had cash and cash equivalents of $57.5 million, compared with $118.2 million as of March 31, 2018.  The decrease in cash and cash equivalents was primarily due to increases in working capital in the technology segment and share repurchases.  Total stockholders' equity was $379.9 million, compared with $372.6 million as of March 31, 2018. Total shares outstanding were 13.7 million and 13.8 million on June 30, 2018 and March 31, 2018, respectively.

Summary and Outlook

"Market dynamics remain favorable, and our customers continue to look for solutions and service offerings in our key focus areas of Cloud, Security and Digital Infrastructure.  Sales of security products and services increased to 18.6% of adjusted gross billings, a 160-basis point increase, for the trailing twelve months ended June 30, 2018. Our go-to-market strategy has been effective in differentiating ePlus as a provider of complex solutions to a broad and increasingly diversified customer base.  Additionally, the shift toward ratably recognized revenue over time will provide us with improved visibility and create opportunities to upsell and cross-sell products and services to existing clients.

 "We continue to optimize our cost structure while making investments in customer-facing headcount which are aligned with our strategic focus areas. Given our strong balance sheet, we will continue to seek out strategic acquisitions that can expand our solutions offerings and geographic footprint.  All of this sets the stage for another year of progress for ePlus in fiscal 2019," Mr. Marron concluded.

Recent Corporate Developments/Recognitions

·
On July 31, ePlus announced that Douglas King has joined as its Chief Information Officer.
·
On June 14, ePlus announced Maureen F. Morrison had been appointed to the Board of Directors, filling a newly created board seat.
·
On June 5, ePlus announced that its subsidiary, ePlus Technology, inc. had been promoted to the Elite Level as a Deep Learning Partner with NVIDIA. Additionally, ePlus announced that it was named to CRN®'s 2018 Solution Provider 500 list. The list is CRN's annual ranking of the largest technology integrators, solution providers and IT consultants in North America by revenue.
·
On May 9, ePlus announced that Darren Raiguel had been promoted to Chief Operating Officer of ePlus inc. and President of ePlus Technology, inc.

Conference Call Information

ePlus will hold a conference call and webcast at 4:30 p.m. ET on August 8, 2018:

Date:
Wednesday, August 8, 2018
Time:
4:30 p.m. ET
Live Call:
(877) 870-9226, domestic, (973) 890-8320, international
Replay:
(855) 859-2056, domestic, (404) 537-3406, international
Passcode:
7483596 (live and replay)
Webcast:
http://www.eplus.com/investors (live and replay)
 
3

The replay of this webcast will be available approximately two hours after the call and be available through August 16, 2018.

About ePlus inc.

ePlus is a leading consultative technology solutions provider that helps customers imagine, implement, and achieve more from their technology.  With the highest certifications from top technology partners and expertise in key technologies from data center to security, cloud, and collaboration, ePlus transforms IT from a cost center to a business enabler.  Founded in 1990, ePlus has more than 1,200 associates serving a diverse set of customers in the U.S., Europe, and Asia-Pac.  The Company is headquartered at 13595 Dulles Technology Drive, Herndon, VA, 20171.  For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com.  Connect with ePlus on Facebook at www.facebook.com/ePlusinc and on Twitter at www.twitter.com/ePlus.

ePlus. Where Technology Means More®.

ePlus® and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries.  The names of other companies and products mentioned herein may be the trademarks of their respective owners.

Forward-looking statements

Statements in this press release that are not historical facts may be deemed to be "forward-looking statements."  Actual and anticipated future results may vary materially due to certain risks and uncertainties, including, without limitation, possible adverse effects resulting from financial market disruption and volatility in the U.S. economy such as our current and potential customers delaying or reducing technology purchases, increasing credit risk associated with our customers and vendors, reduction of vendor incentive programs, and restrictions on our access to capital necessary to fund our operations; our ability to successfully perform due diligence and integrate acquired businesses; disruptions or a security breach in our or our vendors IT systems and data and audio communication networks; the possibility of goodwill impairment charges in the future; significant adverse changes in, reductions in, or losses of relationships with major customers or vendors; the demand for and acceptance of, our products and services; our ability to adapt our services to meet changes in market developments; our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies; our ability to reserve adequately for credit losses; our ability to secure our customers' electronic and other confidential information and remain secure during a cyber-security attack; future growth rates in our core businesses; the impact of competition in our markets; the possibility of defects in our products or catalog content data; our ability to adapt to 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 ability to realize our investment in leased equipment; our ability to hire and retain sufficient qualified personnel; and other risks or uncertainties detailed in our reports filed with the Securities and Exchange Commission.  All information set forth in this press release is current as of the date of this release and ePlus undertakes no duty or obligation to update this information.

Contact:
Kleyton Parkhurst, SVP
ePlus inc.
kparkhurst@eplus.com
703-984-8150


4

ePlus inc. AND SUBSIDIARIES
       
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
     
(in thousands, except per shares amounts)
 
     
         
 
 
June 30, 2018
 
March 31, 2018
ASSETS
 
(unaudited)
 
(as adjusted)
         
Current assets:
 
 
   
Cash and cash equivalents
 
 $57,480
 
 $118,198
Accounts receivable—trade, net
 
321,033
 
268,287
Accounts receivable—other, net
 
37,628
 
28,401
Inventories
 
52,127
 
39,855
Financing receivables—net, current
 
70,619
 
69,936
Deferred costs
 
14,389
 
16,589
Other current assets
 
18,319
 
23,625
Total current assets
 
571,595
 
564,891
 
 
 
 
 
Financing receivables and operating leases—net
 
70,054
 
68,511
Property, equipment and other assets
 
17,592
 
19,143
Goodwill
 
76,484
 
76,624
Other intangible assets—net
 
24,674
 
26,302
TOTAL ASSETS
 
 $760,399
 
 $755,471
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
       
         
LIABILITIES
       
         
Current liabilities:
 
 
 
 
Accounts payable
 
 $98,672
 
 $106,933
Accounts payable—floor plan
 
129,577
 
112,109
Salaries and commissions payable
 
17,528
 
19,801
Deferred revenue
 
36,012
 
35,648
Recourse notes payable—current
 
-
 
1,343
Non-recourse notes payable—current
 
42,121
 
40,863
Other current liabilities
 
22,480
 
33,370
Total current liabilities
 
346,390
 
350,067
 
 
 
 
 
Non-recourse notes payable—long term
 
12,477
 
10,072
Deferred tax liability—net
 
1,648
 
1,662
Other liabilities
 
20,030
 
21,067
TOTAL LIABILITIES
 
380,545
 
382,868
   
 
 
 
COMMITMENTS AND CONTINGENCIES
 
 
 
 
   
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
Preferred stock, $.01 per share par value; 2,000 shares authorized;  none outstanding
 
-
 
-
Common stock, $.01 per share par value; 25,000 shares authorized;
     13,723 outstanding at June 30, 2018 and 13,761 outstanding at March 31, 2018
 
143
 
142
Additional paid-in capital
 
131,693
 
130,000
Treasury stock, at cost, 575 shares at June 30, 2018 and 467 shares at March 31, 2018
  (45,075)   (36,016)
Retained earnings
 
293,218
 
277,945
Accumulated other comprehensive income—foreign currency translation adjustment
 
 (125)
 
 532
Total Stockholders' Equity
 
379,854
 
372,603
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
 $760,399
 
 $755,471


5

ePlus inc. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
   
   
Three Months Ended June 30,
   
2018
 
2017
   
(unaudited)
 
(as adjusted)
         
Net sales
 
$356,532
 
$373,356
Cost of sales
 
275,829
 
295,763
Gross profit
 
80,703
 
77,593
 
 
 
   
Selling, general and administrative expenses
 
56,966
 
54,664
Depreciation and amortization
 
2,790
 
2,063
Interest and financing costs
 
476
 
359
Operating expenses
 
60,232
 
57,086
 
 
     
OPERATING INCOME
 
20,471
 
20,507
         
Other income
 
97
 
271
         
EARNINGS BEFORE PROVISION FOR INCOME TAXES
 
20,568
 
20,778
 
 
 
 
 
PROVISION FOR INCOME TAXES
 
5,295
 
7,355
 
 
 
 
 
NET EARNINGS
 
 $15,273
 
 $13,423
 
 
 
 
 
NET EARNINGS PER COMMON SHARE—BASIC
 
 $1.14
 
 $0.97
NET EARNINGS PER COMMON SHARE—DILUTED
 
 $1.12
 
 $0.96
 
 
 
 
 
         
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC
 
13,434
 
13,806
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED
 
13,597
 
14,019
 
 
     

 
6

Technology Segment
         
 
Three months ended June 30,
   
 
2018
 
2017
 
% Change
 
(in thousands)
   
           
Net sales
$ 346,864
 
$ 362,899
 
(4.4%)
Cost of sales
274,081
 
293,266
 
(6.5%)
Gross profit
72,783
 
69,633
 
4.5%
           
Selling, general and administrative
54,454
 
51,501
 
5.7%
Depreciation and amortization
2,789
 
2,062
 
35.3%
Operating expenses
57,243
 
53,563
 
6.9%
           
Operating income
$ 15,540
 
$ 16,070
 
(3.3%)
           
Key Business Metrics
         
Adjusted gross billings
$ 482,301
 
$ 487,504
 
(1.1%)
Adjusted EBITDA
$20,341
 
$19,886
 
2.3%

Technology Segment Net Sales by Customer-end Market
     
 
Twelve Months Ended June 30,
   
 
2018
 
2017
 
Change
Technology
24%
 
25%
 
(1%)
State & Local Government & Educational Institutions
17%
 
19%
 
(2%)
Telecom, Media, and Entertainment
14%
 
15%
 
(1%)
Financial Services
15%
 
13%
 
2%
​Healthcare
14%
 
11%
 
3%
​All others
16%
 
17%
 
(1%)
Total
100%
 
100%
   

Financing Segment
         
 
Three months ended June 30,
   
 
2018
 
2017
 
% Change
 
(in thousands)
   
           
Net sales
$ 9,668
 
$ 10,457
 
(7.5%)
Cost of sales
1,748
 
2,497
 
(30.0%)
Gross profit
7,920
 
7,960
 
(0.5%)
           
Selling, general and administrative
2,512
 
3,163
 
(20.6%)
Depreciation and amortization
1
 
1
 
0.0%
Interest and financing costs
476
 
359
 
32.6
Operating expenses
2,989
 
3,523
 
(15.2%)
           
Operating income
$ 4,931
 
$ 4,437
 
11.1%
           
Key Business Metrics
         
Adjusted EBITDA
$5,029
 
$4,521
 
11.2%

 
7

ePlus inc. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP INFORMATION

We included reconciliations below for the following non-GAAP information: (i) Adjusted Gross Billings, (ii) Adjusted EBITDA, (iii) Segment Adjusted EBITDA, and (iv) non-GAAP Net Earnings per Common Share - Diluted.

We define adjusted gross billings as our technology segment net sales calculated in accordance with GAAP, adjusted to exclude the costs incurred related to sales of third-party maintenance, software assurance and subscription/SaaS licenses, and services.  The presentation of adjusted gross billings has been updated from prior period presentations to align with net sales within our technology segment.

We define Adjusted EBITDA as net earnings calculated in accordance with GAAP, adjusted for the following: interest expense, depreciation and amortization, share based compensation, acquisition and integration expenses, provision for income taxes, and other income. Segment Adjusted EBITDA is defined as operating income calculated in accordance with GAAP, adjusted for interest expense, share based compensation, acquisition and integration expenses, and depreciation and amortization. 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.

Non-GAAP net earnings per common share are based on net earnings calculated in accordance with GAAP, adjusted to exclude other income, share based compensation, and acquisition related amortization expense, and the related tax effects. The presentation of non-GAAP net earnings and non-GAAP net earnings per common share – diluted have been changed from prior period presentations to adjust our tax expense assuming a statutory income tax rate of 21.0% for U.S. operations.

Our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results as reported under GAAP. In addition, other companies, including companies in our industry, might calculate similar non-GAAP Adjusted Gross Billings, Adjusted EBITDA, and non-GAAP Net Earnings per Common Share - Diluted or similarly titled measures differently, which may reduce their usefulness as comparative measures.

 
Three Months Ended June 30,
 
2018
 
2017
 
   (in thousands)
       
Technology segment net sales
 $346,864
 
 $362,899
Costs incurred related to sales of third party software assurance, maintenance and services
135,437
 
124,605
Adjusted gross billings
$482,301
 
$487,504
 
8

 
Three Months Ended June 30,
 
2018
 
2017
 
(in thousands)
Consolidated
     
       
Net earnings
 $15,273
 
 $13,423
Provision for income taxes
5,295
 
7,355
Share based compensation
1,693
 
1,507
Acquisition related expenses
416
 
330
Depreciation and amortization [1]
2,790
 
2,063
Other (income) expense [2]
(97)
 
(271)
Adjusted EBITDA
 $25,370
 
 $24,407
       

 
Three Months Ended June 30,
 
2018
 
2017
 
(in thousands)
Technology Segment
     
Operating income
 $15,540
 
 $16,070
Depreciation and amortization [1]
2,789
 
2,062
Share based compensation
1,596
 
1,424
Acquisition and integration expenses
416
 
330
Segment Adjusted EBITDA
 $20,341
 
 $19,886
       
Financing Segment
     
Operating income
 $4,931
 
 $4,437
Depreciation and amortization [1]
1
 
1
Share based compensation
97
 
83
Segment Adjusted EBITDA
 $5,029
 
 $4,521

 
Three Months Ended June 30,
 
2018
 
2017
 
(in thousands, except per share data)
GAAP: Earnings before provision for income taxes
$20,568
 
$20,778
Share based compensation
1,693
 
1,507
Acquisition related expenses
416
 
330
Acquisition related amortization expense [3]
1,764
 
1,121
Other (income) expense [2]
(97)
 
(271)
Non-GAAP: Earnings before provision for income taxes
24,344
 
23,465
       
GAAP: Provision for income taxes
5,295
 
7,355
Share based compensation
483
 
435
Acquisition related expenses
119
 
95
Acquisition related amortization expense [3]
474
 
291
Other (income) expense [2]
(28)
 
(78)
Adjustment to US Federal tax rate to 21%
-
 
(2,722)
Tax benefit on restricted stock
569
 
1,255
Non-GAAP: Provision for income taxes
6,912
 
6,631
       
Non-GAAP: Net earnings
$17,432
 
$16,834
       
GAAP: Net earnings per common share – diluted
 $1.12
 
 $0.96
Non-GAAP: Net earnings per common share – diluted
$1.28
 
$1.20

[1] Amount consists of depreciation and amortization for assets used internally.
[2] Interest income and foreign currency transaction gain.
[3] Amount consists of amortization of intangible assets from acquired businesses.
 
 
9