|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code
|
(
|
Not Applicable
|
(Former name or former address, if changed since last report.)
|
|
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))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
|
|
|
Item 2.02 |
Results of Operations and Financial Condition.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
|
For:
|
11,862,262
|
|
|
Against:
|
799,547
|
|
|
Abstain:
|
7,844
|
|
Item 8.01
|
Other Events.
|
Item 9.01 |
Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
Certificate of Amendment to the ePlus inc. Amended and Restated Certificate of Incorporation (filed herewith)
|
|
Press Release dated November 9, 2021 (filed herewith)
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
Date: November 15, 2021
|
ePlus inc.
|
||
By:
|
/s/ Elaine D. Marion
|
||
Elaine D. Marion
|
|||
Chief Financial Officer
|
The total number of shares of all classes of stock which the Corporation shall have authority to issue is fifty-two million
(52,000,000) shares consisting of fifty 50 million (50,000,000) shares of common stock having a par value of $.01 per share (the “Common Stock”) and two million (2,000,000) shares of preferred stock having a par value of $.01 per share
(the “Preferred Stock”).
The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law, to provide by resolution
or resolutions for the issuance of shares of the Preferred Stock as a class or in series, and, by filing a certificate of designations, pursuant to the Delaware General Corporation Law, setting forth a copy of such resolution or
resolutions to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of the class or of each such series and the qualifications,
limitations, and restrictions thereof. The authority of the Board of Directors with respect to the class or each series shall include, but not be limited to, determination of the following:
a) the number of shares constituting any series and the distinctive designation of that series;
b) the dividend rate of the shares of the class or of any series, whether dividends shall be cumulative, and if so, from which date or dates,
and the relative rights of priority, if any of payment of dividends on shares of the class or of that series;
c) whether the class or any series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such
voting rights;
d) whether the class or any series shall have conversion privileges and, if so, the terms and conditions of conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors shall determine;
e) whether or not the shares of the class or of any series shall be redeemable, and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;
f) whether the class or any series shall have a sinking fund for the redemption or purchase of shares of the class or of that series, and if
so, the terms and amount of such sinking fund;
g) the rights of the shares of the class or of any series in the event of voluntary or involuntary dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares of the class or of that series; and
h) any other powers, preferences, rights, qualifications, limitations and restrictions of the class or of that series.
|
|
All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in any certificate of
designation shall be vested exclusively in the Common Stock.
|
By:
|
/s/ Erica S. Stoecker |
|
Authorized Officer Title:
|
Corporate Secretary
|
|
Name
|
Erica S. Stoecker
|
Second Quarter Fiscal Year 2022
|
|
•
|
Net sales increased 5.8% to $458.0 million; technology segment net sales increased 4.0% to $436.3 million; service revenues increased 23.1% to $60.9
million.
|
•
|
Adjusted gross billings increased 10.5% to $664.1 million.
|
•
|
Consolidated gross profit increased 24.3% to $123.0 million.
|
•
|
Consolidated gross margin was 26.9%, an increase of 400 basis points.
|
•
|
Net earnings increased 58.3% to $31.4 million.
|
•
|
Adjusted EBITDA increased 49.6% to $50.2 million.
|
•
|
Diluted earnings per share increased 58.1% to $2.34. Non-GAAP diluted earnings per share increased 54.2% to $2.59.
|
First Half Fiscal Year 2022
|
|
•
|
Net sales increased 11.0% to $874.7 million; technology segment net sales increased 10.0% to $836.7 million; service revenues increased 19.8% to
$116.4 million.
|
•
|
Adjusted gross billings increased 13.0% to $1,297.1 million.
|
•
|
Consolidated gross profit increased 15.7% to $228.5 million.
|
•
|
Consolidated gross margin was 26.1%, an increase of 100 basis points.
|
•
|
Net earnings increased 47.6% to $54.9 million.
|
•
|
Adjusted EBITDA increased 37.6% to $88.5 million.
|
•
|
Diluted earnings per share increased 47.1% to $4.09. Non-GAAP diluted earnings per share increased 42.6% to $4.55.
|
In the month of October:
|
||
o
|
Announced that its UK subsidiary, IGXGlobal, will provide managed detection and response security services to customers across Europe.
|
|
o
|
Launched a suite of security services to help organizations address requirements relating to increasingly stringent cyber liability insurance
standards.
|
|
o
|
ePlus announced that its subsidiaries ePlus Technology, inc., ePlus Technology Services, inc. and SLAIT Consulting, LLC recently increased their
credit facility to $375 million.
|
|
o
|
Achieved Amazon Web Services (AWS) Networking Competency status for AWS Consulting Partners.
|
|
In the month of September:
|
||
o
|
Launched an artificial intelligence (AI) workflow technology bundle, combining hardware, software and AI implementation services, to help healthcare
organizations accelerate clinical operational AI projects from concept to production.
|
|
o
|
Facilitated a large-scale IT infrastructure deployment that will help a large bank and trust company leverage technology to achieve its strategic
growth objectives and adapt more quickly to changing business conditions.
|
Date:
|
November 9, 2021
|
Time:
|
4:30 p.m. ET
|
Audio Webcast (Live & Replay):
|
Link
|
https://event.on24.com/wcc/r/3494156/8D60AA7ABA9A0BA7A9ED06CA6AA572C1
|
|
Live Call:
|
(833) 714-0957 (toll-free/domestic)
(778) 560-2893 (international)
|
Replay:
|
(800) 585-8367 (toll-free/domestic) or
(416) 621-4642 (international)
|
Passcode:
|
8329207 (live call and replay)
|
ePlus inc. AND SUBSIDIARIES
|
||||
UNAUDITED CONSOLIDATED BALANCE SHEETS
|
||||
(in thousands, except per share amounts)
|
||||
September 30, 2021
|
March 31, 2021
|
|||
ASSETS
|
||||
Current assets:
|
||||
Cash and cash equivalents
|
$56,950
|
$129,562
|
||
Accounts receivable—trade, net
|
457,308
|
391,567
|
||
Accounts receivable—other, net
|
|
57,346
|
41,053
|
|
Inventories
|
134,514
|
69,963
|
||
Financing receivables—net, current
|
|
80,082
|
106,272
|
|
Deferred costs
|
|
30,691
|
28,201
|
|
Other current assets
|
|
12,675
|
10,976
|
|
Total current assets
|
|
829,566
|
777,594
|
|
|
|
|||
Financing receivables and operating leases—net
|
105,855
|
90,165
|
||
Deferred tax asset—net
|
1,469
|
1,468
|
||
Property, equipment and other assets
|
43,895
|
42,289
|
||
Goodwill
|
126,596
|
126,645
|
||
Other intangible assets—net
|
|
32,564
|
38,614
|
|
TOTAL ASSETS
|
$1,139,945
|
$1,076,775
|
||
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||
LIABILITIES
|
||||
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$121,263
|
$165,162
|
|
Accounts payable—floor plan
|
145,880
|
98,653
|
||
Salaries and commissions payable
|
36,382
|
36,839
|
||
Deferred revenue
|
|
82,937
|
72,802
|
|
Recourse notes payable—current
|
35,548
|
5,450
|
||
Non-recourse notes payable—current
|
|
21,083
|
50,397
|
|
Other current liabilities
|
32,532
|
30,061
|
||
Total current liabilities
|
|
475,625
|
459,364
|
|
|
|
|||
Recourse notes payable—long term
|
9,360
|
12,658
|
||
Non-recourse notes payable—long term
|
4,315
|
5,664
|
||
Other liabilities
|
|
37,042
|
36,679
|
|
TOTAL LIABILITIES
|
526,342
|
514,365
|
||
|
|
|||
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; 13,510 outstanding at September 30, 2021 and
13,503
outstanding at March 31, 2021
|
146
|
145
|
||
Additional paid-in capital
|
155,941
|
152,366
|
||
Treasury stock, at cost, 1,070 shares at September 30, 2021 and
993 shares at March 31, 2021
|
(82,246) | (75,372) | ||
Retained earnings
|
539,547
|
484,616
|
||
Accumulated other comprehensive income—foreign currency
|
||||
translation adjustment
|
215
|
655
|
||
Total Stockholders' Equity
|
613,603
|
562,410
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$1,139,945
|
$1,076,775
|
ePlus inc. AND SUBSIDIARIES
|
|||||||
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||
(in thousands, except per share amounts)
|
|||||||
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||
2021
|
2020
|
2021
|
2020
|
||||
Net sales
|
|
||||||
Product
|
$397,160
|
$383,656
|
$758,217
|
$690,896
|
|||
Services
|
60,857
|
49,425
|
116,449
|
97,216
|
|||
Total
|
458,017
|
433,081
|
874,666
|
788,112
|
|||
Cost of sales
|
|||||||
Product
|
297,629
|
302,963
|
574,856
|
529,597
|
|||
Services
|
37,386
|
31,156
|
71,296
|
60,996
|
|||
Total
|
335,015
|
334,119
|
646,152
|
590,593
|
|||
Gross profit
|
123,002
|
98,962
|
228,514
|
197,519
|
|||
Selling, general, and administrative
|
74,504
|
66,889
|
143,279
|
136,356
|
|||
Depreciation and amortization
|
3,853
|
3,341
|
7,779
|
6,857
|
|||
Interest and financing costs
|
342
|
247
|
701
|
824
|
|||
Operating expenses
|
78,699
|
70,477
|
151,759
|
144,037
|
|||
Operating income
|
44,303
|
28,485
|
76,755
|
53,482
|
|||
|
|||||||
Other income (expense)
|
(325)
|
184
|
(202)
|
282
|
|||
Earnings before taxes
|
43,978
|
28,669
|
76,553
|
53,764
|
|||
Provision for income taxes
|
12,565
|
8,823
|
21,622
|
16,558
|
|||
Net earnings
|
$31,413
|
$19,846
|
$54,931
|
$37,206
|
|||
|
|
||||||
Net earnings per common share—basic
|
$2.36
|
$1.48
|
$4.12
|
$2.79
|
|||
Net earnings per common share—diluted
|
$2.34
|
$1.48
|
$4.09
|
$2.78
|
|||
|
|
|
|
|
|
||
Weighted average common shares outstanding—basic
|
13,332
|
13,372
|
13,333
|
13,347
|
|||
Weighted average common shares outstanding—diluted
|
13,432
|
13,391
|
13,431
|
13,394
|
Technology Segment
|
|||||||||||
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||||||
2021
|
2020
|
Change
|
2021
|
2020
|
Change
|
||||||
(in thousands)
|
(in thousands)
|
||||||||||
Net sales
|
|||||||||||
Product
|
$375,444
|
$369,934
|
1.5%
|
$720,210
|
$663,367
|
8.6%
|
|||||
Services
|
60,857
|
49,425
|
23.1%
|
116,449
|
97,216
|
19.8%
|
|||||
Total
|
436,301
|
419,359
|
4.0%
|
836,659
|
760,593
|
10.0%
|
|||||
Cost of sales
|
|||||||||||
Product
|
293,837
|
301,006
|
(2.4%)
|
564,852
|
525,549
|
7.5%
|
|||||
Services
|
37,386
|
31,156
|
20.0%
|
71,296
|
60,996
|
16.9%
|
|||||
Total
|
331,223
|
332,162
|
(0.3%)
|
636,148
|
586,545
|
8.5%
|
|||||
Gross profit
|
105,078
|
87,197
|
20.5%
|
200,511
|
174,038
|
15.2%
|
|||||
Selling, general, and administrative
|
70,803
|
62,586
|
13.1%
|
136,956
|
128,142
|
6.9%
|
|||||
Depreciation and amortization
|
3,825
|
3,313
|
15.5%
|
7,723
|
6,801
|
13.6%
|
|||||
Interest and financing costs
|
199
|
1
|
19,800.0%
|
358
|
266
|
34.6%
|
|||||
Operating expenses
|
74,827
|
65,900
|
13.5%
|
145,037
|
135,209
|
7.3%
|
|||||
Operating income
|
$30,251
|
$21,297
|
42.0%
|
$55,474
|
$38,829
|
42.9%
|
|||||
Adjusted gross billings
|
$664,124
|
$601,064
|
10.5%
|
$1,297,131
|
$1,147,458
|
13.0%
|
|||||
Adjusted EBITDA
|
$36,059
|
$26,275
|
37.2%
|
$67,017
|
$49,436
|
35.6%
|
Technology Segment Net Sales by Customer End Market
|
|||||
Twelve Months Ended September 30,
|
|||||
2021
|
2020
|
Change
|
|||
Telecom, Media, & Entertainment
|
28%
|
20%
|
8%
|
||
SLED
|
15%
|
16%
|
(1%)
|
||
Healthcare
|
15%
|
15%
|
-
|
||
Technology
|
14%
|
19%
|
(5%)
|
||
Financial Services
|
11%
|
13%
|
(2%)
|
||
All others
|
17%
|
17%
|
-
|
||
Total
|
100%
|
100%
|
Financing Segment
|
||||||||||||
Three Months Ended September 30,
|
Six Months Ended September 30,
|
|||||||||||
2021
|
2020
|
Change
|
2021
|
2020
|
Change
|
|||||||
(in thousands)
|
(in thousands)
|
|||||||||||
Net sales
|
$21,716
|
$13,722
|
58.3%
|
$38,007
|
$27,529
|
38.1%
|
||||||
Cost of sales
|
3,792
|
1,957
|
93.8%
|
10,004
|
4,048
|
147.1%
|
||||||
Gross profit
|
17,924
|
11,765
|
52.4%
|
28,003
|
23,481
|
19.3%
|
||||||
Selling, general, and administrative
|
3,701
|
4,303
|
(14.0%)
|
6,323
|
8,214
|
(23.0%)
|
||||||
Depreciation and amortization
|
28
|
28
|
0.0%
|
56
|
56
|
0.0%
|
||||||
Interest and financing costs
|
143
|
246
|
(41.9%)
|
343
|
558
|
(38.5%)
|
||||||
Operating expenses
|
3,872
|
4,577
|
(15.4%)
|
6,722
|
8,828
|
(23.9%)
|
||||||
Operating income
|
$14,052
|
$7,188
|
95.5%
|
$21,281
|
$14,653
|
45.2%
|
||||||
Adjusted EBITDA
|
$14,136
|
$7,286
|
94.0%
|
$21,450
|
$14,839
|
44.6%
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||
|
2021
|
2020
|
2021
|
2020
|
|||
(in thousands)
|
|||||||
Technology segment net sales
|
$436,301
|
419,359
|
$836,659
|
$760,583
|
|||
Costs incurred related to sales of third-party maintenance, software assurance and subscription / SaaS licenses, and services
|
227,823
|
181,705
|
460,472
|
386,875
|
|||
Adjusted gross billings
|
$664,124
|
$601,064
|
$1,297,131
|
$1,147,458
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||
|
2021
|
2020
|
2021
|
2020
|
|||
(in thousands)
|
|||||||
Consolidated
|
|||||||
Net earnings
|
$31,413
|
$19,846
|
$54,931
|
$37,206
|
|||
Provision for income taxes
|
12,565
|
8,823
|
21,622
|
16,558
|
|||
Depreciation and amortization [1]
|
3,853
|
3,341
|
7,779
|
6,857
|
|||
Share based compensation
|
1,840
|
1,764
|
3,575
|
3,671
|
|||
Acquisition and integration expense
|
-
|
(30)
|
-
|
(1)
|
|||
Interest and financing costs
|
199
|
1
|
358
|
266
|
|||
Other (income) expense [2]
|
325
|
(184)
|
202
|
(282)
|
|||
Adjusted EBITDA
|
$50,195
|
$33,561
|
$88,467
|
$64,275
|
|||
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||
(in thousands)
|
|||||||||
Technology Segment
|
|||||||||
Operating income
|
$30,251
|
$21,297
|
$55,474
|
$38,829
|
|||||
Depreciation and amortization [1]
|
3,825
|
3,313
|
7,723
|
6,801
|
|||||
Share based compensation
|
1,784
|
1,694
|
3,462
|
3,541
|
|||||
Acquisition and integration expense
|
-
|
(30)
|
-
|
(1)
|
|||||
Interest and financing costs
|
199
|
1
|
358
|
266
|
|||||
Adjusted EBITDA
|
$36,059
|
$26,275
|
$67,017
|
$49,436
|
|||||
Financing Segment
|
|||||||
Operating income
|
$14,052
|
$7,188
|
$21,281
|
$14,653
|
|||
Depreciation and amortization [1]
|
28
|
28
|
56
|
56
|
|||
Share based compensation
|
56
|
70
|
113
|
130
|
|||
Adjusted EBITDA
|
$14,136
|
$7,286
|
$21,450
|
$14,839
|
|||
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||
2021
|
2020
|
2021
|
2020
|
||||
(in thousands)
|
|||||||
GAAP: Earnings before taxes
|
$43,978
|
$28,669
|
$76,553
|
$53,764
|
|||
Share based compensation
|
1,840
|
1,764
|
3,575
|
3,671
|
|||
Acquisition and integration expense
|
-
|
(30)
|
-
|
(1)
|
|||
Acquisition related amortization expense [3]
|
2,661
|
2,172
|
5,357
|
4,400
|
|||
Other (income) expense [2]
|
325
|
(184)
|
202
|
(282)
|
|||
Non-GAAP: Earnings before taxes
|
48,804
|
32,391
|
85,687
|
61,552
|
|||
GAAP: Provision for income taxes
|
12,565
|
8,823
|
21,622
|
16,558
|
|||
Share based compensation
|
528
|
541
|
1,024
|
1,128
|
|||
Acquisition and integration expense
|
-
|
(9)
|
-
|
-
|
|||
Acquisition related amortization expense [3]
|
750
|
648
|
1,507
|
1,315
|
|||
Other (income) expense [2]
|
93
|
(56)
|
58
|
(86)
|
|||
Tax benefit on restricted stock
|
62
|
(26)
|
317
|
(40)
|
|||
Non-GAAP: Provision for income taxes
|
13,998
|
9,921
|
24,528
|
18,875
|
|||
Non-GAAP: Net earnings
|
$34,806
|
$22,470
|
$61,159
|
$42,677
|
|||
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||
2021
|
2020
|
2021
|
2020
|
||||
GAAP: Net earnings per common share – diluted
|
$2.34
|
$1.48
|
$4.09
|
$2.78
|
|||
Share based compensation
|
0.09
|
0.09
|
0.18
|
0.19
|
|||
Acquisition related amortization expense [3]
|
0.14
|
0.11
|
0.29
|
0.23
|
|||
Other (income) expense [2]
|
0.02
|
-
|
0.01
|
(0.01)
|
|||
Tax benefit on restricted stock
|
-
|
-
|
(0.02)
|
-
|
|||
Total non-GAAP adjustments – net of tax
|
$0.25
|
$0.20
|
$0.46
|
$0.41
|
|||
Non-GAAP: Net earnings per common share – diluted
|
$2.59
|
$1.68
|
$4.55
|
$3.19
|
[1] Amount consists of depreciation and amortization for assets used internally.
|
[2] Interest income and foreign currency transaction gains and losses.
|
[3] Amount consists of amortization of intangible assets from acquired businesses.
|
Document and Entity Information |
Nov. 09, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 09, 2021 |
Entity Registrant Name | EPLUS INC |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-34167 |
Entity Tax Identification Number | 54-1817218 |
Entity Address, Address Line One | 13595 Dulles Technology Drive |
Entity Address, City or Town | Herndon |
Entity Address, State or Province | VA |
Entity Address, Postal Zip Code | 20171 |
City Area Code | 703 |
Local Phone Number | 984-8400 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001022408 |
Title of 12(b) Security | Common Stock, $.01 par value |
Trading Symbol | PLUS |
Security Exchange Name | NASDAQ |
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