-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASlW40GHTEAH2znHQ8wpC47Ap1So6UkQccCByFuPmVbHgOKpG9wK00QoFx7CTbpC xLhAwxRXkspIGKGZRgTQDg== 0001022408-99-000019.txt : 19991117 0001022408-99-000019.hdr.sgml : 19991117 ACCESSION NUMBER: 0001022408-99-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPLUS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-28926 FILM NUMBER: 99754843 BUSINESS ADDRESS: STREET 1: 400 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7038345710 MAIL ADDRESS: STREET 1: 400 HERNDON PARKWAY STREET 2: SUITE B CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: MLC HOLDINGS INC DATE OF NAME CHANGE: 19960906 10-Q 1 QUARTERLY REPORT FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-28926 ePlus Inc. (Exact name of registrant as specified in its charter) Delaware 54-1817218 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Herndon Parkway, Herndon, VA 20170 (Address, including zip code, of principal offices) Registrant's telephone number, including area code: (703) 834-5710 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] The number of shares of Common Stock outstanding as of November 12, 1999, was 7,883,248.
ePLUS INC. AND SUBSIDIARIES Page ---- Part I. Financial Information: Item 1. Financial Statements - Unaudited: Condensed Consolidated Balance Sheets as of September 30, 1999 and March 31, 1999 2 Condensed Consolidated Statements of Earnings, Three months ended September 30, 1999 and 1998 3 Condensed Consolidated Statements of Earnings, Six months ended September 30, 1999 and 1998 4 Condensed Consolidated Statements of Cash Flows, Six months ended September 30, 1999 and 1998 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Part II. Other Information: Item 1. Legal Proceedings 21 Item 2. Changes in Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 22 Signatures 23
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ePLUS INC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED As of As of September 30, 1999 March 31, 1999 ---------------------------------------------- ASSETS Cash and cash equivalents $ 13,704,418 $ 7,891,661 Accounts receivable 69,749,592 44,090,101 Notes receivable 556,676 547,011 Employee advances 99,741 20,078 Inventories 6,802,438 658,355 Investment in direct financing and sales type leases - net 191,163,216 83,370,950 Investment in operating lease equipment - net 13,311,791 3,530,179 Property and equipment - net 2,033,366 2,018,133 Other assets 24,787,445 12,232,130 =========================================== TOTAL ASSETS $ 322,208,683 $ 154,358,598 =========================================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Accounts payable - trade $ 22,391,147 $ 12,518,533 Accounts payable - equipment 33,241,271 18,049,059 Salaries and commissions payable 609,148 535,876 Accrued expenses and other liabilities 4,804,574 4,638,708 Recourse notes payable 68,556,986 19,081,137 Nonrecourse notes payable 137,874,107 52,429,266 Deferred taxes 3,292,210 3,292,210 ------------------------------------------- Total Liabilities $ 270,769,443 110,544,789 COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued or outstanding - - Common stock, $.01 par value; 25,000,000 authorized; 7,883,248 and 7,470,595 issued and outstanding at September 30, 1999 and March 31, 1999, respectively 78,832 74,706 Additional paid-in capital 29,028,943 24,999,371 Retained earnings 22,331,465 18,739,732 ------------------------------------------- Total Stockholders' Equity 51,439,240 43,813,809 ------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 322,208,683 $ 154,358,598 =========================================== See Notes to Condensed Consolidated Financial Statements.
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ePLUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED Three months ended September 30, 1999 1998 ------------------------------------------------ REVENUES Sales of equipment $ 38,485,685 $ 19,830,451 Sales of leased equipment 14,135,588 11,648,919 ------------------------------------------------ 52,621,273 31,479,370 Lease revenues 6,811,368 5,264,385 Fee and other income 1,759,091 1,257,340 ------------------------------------------------ 8,570,459 6,521,725 ------------------------------------------------ TOTAL REVENUES 61,191,732 38,001,095 ------------------------------------------------ COSTS AND EXPENSES Cost of sales, equipment 34,243,741 16,724,750 Cost of sales, leased equipment 13,534,152 11,340,648 ------------------------------------------------ 47,777,893 28,065,398 Direct lease costs 1,343,377 1,678,631 Professional and other fees 398,292 322,528 Salaries and benefits 4,585,530 3,033,226 General and administrative expenses 1,729,939 1,311,804 Interest and financing costs 1,874,540 856,089 ------------------------------------------------ 9,931,678 7,202,278 ------------------------------------------------ TOTAL COSTS AND EXPENSES 57,709,571 35,267,676 ------------------------------------------------ EARNINGS BEFORE PROVISION FOR INCOME TAXES 3,482,161 2,733,419 ------------------------------------------------ PROVISION FOR INCOME TAXES 1,392,865 1,093,368 ------------------------------------------------ NET EARNINGS $ 2,089,296 $ 1,640,051 ================================================ NET EARNINGS PER COMMON SHARE - BASIC $ 0.28 $ 0.26 ================================================ NET EARNINGS PER COMMON SHARE - DILUTED $ 0.28 $ 0.25 ================================================ WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 7,491,305 6,348,603 WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 7,570,015 6,439,658 See Notes to Condensed Consolidated Financial Statements.
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ePLUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED Six months ended September 30, 1999 1998 ------------------------------------------------ REVENUES Sales of equipment $ 71,661,466 $ 30,104,885 Sales of leased equipment 28,521,412 36,559,565 ------------------------------------------------ 100,182,878 66,664,450 Lease revenues 12,349,107 10,249,472 Fee and other income 3,030,867 2,669,974 ------------------------------------------------ 15,379,974 12,919,446 ------------------------------------------------ TOTAL REVENUES 115,562,852 79,583,896 ------------------------------------------------ COSTS AND EXPENSES Cost of sales, equipment 64,047,989 25,008,422 Cost of sales, leased equipment 27,659,584 36,153,714 ------------------------------------------------ 91,707,573 61,162,136 Direct lease costs 2,292,387 3,670,459 Professional and other fees 821,176 519,493 Salaries and benefits 8,586,600 5,401,827 General and administrative expenses 2,975,956 2,299,675 Interest and financing costs 3,192,895 1,357,394 ------------------------------------------------ 17,869,014 13,248,848 ------------------------------------------------ TOTAL COSTS AND EXPENSES 109,576,587 74,410,984 ------------------------------------------------ EARNINGS BEFORE PROVISION FOR INCOME TAXES 5,986,265 5,172,912 ------------------------------------------------ PROVISION FOR INCOME TAXES 2,394,507 2,069,165 ------------------------------------------------ NET EARNINGS $ 3,591,758 $ 3,103,747 ================================================ NET EARNINGS PER COMMON SHARE - BASIC $ 0.48 $ 0.50 ================================================ NET EARNINGS PER COMMON SHARE - DILUTED $ 0.48 $ 0.49 ================================================ WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 7,484,456 6,214,103 WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 7,519,904 6,346,548 See Notes to Condensed Consolidated Financial Statements.
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ePLUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED Six Months Ended September 30, 1999 1998 ------------------------------------- Cash Flows From Operating Activities, net of effects of purchase acquisitions: Net earnings $ 3,591,758 $ 3,103,747 Adjustments to reconcile net earnings to net cash used by operating activities: Depreciation and amortization 1,874,538 2,652,979 Provision for credit losses 330,000 500,000 Gain on sale of operating lease equipment - (3,689) Adjustment of basis to fair market value of equipment and investments 6,000 268,506 Payments from lessees directly to lenders (343,416) (563,025) Loss on disposal of property and equipment 166,251 - Changes in assets and liabilities: Accounts receivable (25,799,402) (1,544,834) Other receivables 118,514 2,524,007 Employee advances (77,093) 14,194 Inventories (923,563) (4,297,786) Other assets (4,474,800) (1,166,603) Accounts payable - equipment 15,192,212 7,794,860 Accounts payable - trade 7,876,895 (5,737,180) Salaries and commissions payable, accrued expenses and other liabilities (1,552,245) 687,224 ----------------------------------- Net cash (used) provided by operating activities (4,014,351) 4,232,400 ----------------------------------- Cash Flows From Investing Activities, net of effects of purchase acquisitions: Proceeds from sale of operating equipment - 3,750 Purchase of operating lease equipment - (1,678,067) Increase in investment in direct financing and sales-type leases (52,798,787) (46,697,227) Purchases of property and equipment (433,328) (281,398) Cash used in acquisitions, net of cash acquired (1,845,730) (3,485,279) Increase in other assets (58,649) (437,809) ----------------------------------- Net cash used in investing activities (55,136,494) (52,576,030) ----------------------------------- Cash Flows From Financing Activities, net of effects of purchase acquisitions: Borrowings: Nonrecourse 52,622,001 18,512,294 Recourse 321,599 258,316 Repayments: Nonrecourse (3,825,912) (2,650,333) Recourse (438,405) (80,011) Proceeds from issuance of capital stock, net of expenses 133,272 177,931 Proceeds from lines of credit 16,151,047 18,664,953 ----------------------------------- Net cash provided by financing activities 64,963,602 34,883,150 ----------------------------------- Net Increase (Decrease) in Cash and Cash Equivalents 5,812,757 (13,460,480) Cash and Cash Equivalents, Beginning of Period 7,891,661 18,683,796 ----------------------------------- Cash and Cash Equivalents, End of Period $ 13,704,418 $ 5,223,316 =================================== Supplemental Disclosures of Cash Flow Information: Cash paid for interest $ 1,133,455 $ 216,428 =================================== Cash paid for income taxes $ 1,640,501 $ 324,446 =================================== See Notes To Condensed Consolidated Financial Statements.
5 ePLUS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated interim financial statements of ePlus Inc. and subsidiaries (the "Company") included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods. All adjustments made were normal, recurring accruals. These interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K (No. 0-28926) for the year ended March 31, 1999 (the "Company's 1999 Form 10-K"). Operating results for the interim periods are not necessarily indicative of results for an entire year. 2. INVESTMENT IN DIRECT FINANCING AND SALES-TYPE LEASES
The Company's investment in direct financing and sales-type leases consists of the following components: September 30, March 31, 1999 1999 ------------------ ------------------ (In thousands) Minimum lease payments $185,082 $ 75,449 Estimated unguaranteed residual value 27,956 17,777 Initial direct costs - net of amortization 2,244 1,606 Less: Unearned lease income (23,573) (10,915) Reserve for credit losses (546) (546) ================== ================== Investment in direct financing and sales type leases - net $191,163 $ 83,371 ================== ================== 3. INVESTMENT IN OPERATING LEASE EQUIPMENT The components of the net investment in operating lease equipment are as follows: September 30, March 31, 1999 1999 ----------------- ------------------ (In thousands) Cost of equipment under operating leases $ 29,087 $ 8,742 Initial direct costs 20 21 Accumulated depreciation and amortization (15,795) (5,233) ----------------- ------------------ Investment in operating lease equipment - net $ 13,312 $ 3,530 ================= ==================
-6- 4. BUSINESS COMBINATIONS On July 12, 1999, the Company purchased certain assets and the sales operations of Daghigh Software Company, Inc., which operated its value added re-seller business as International Computer Networks and as ICN in the metropolitan Washington, DC area. The total consideration of $751,452 consisted of $251,452 in cash and the balance was a non-negotiable promissory note. The non-negotiable promissory note of $500,000 matures on August 9, 2000 and has interest of 8% payable monthly. The assets and staff were merged into a wholly-owned subsidiary of the Company, PC Plus, Inc. which is based in Herndon, Virginia, upon acquisition. Goodwill in the amount of $632,667 will be amortized on a straight-line basis over a fifteen-year period. On September 30, 1999, the Company purchased all of the stock of CLG, Inc., a technology equipment leasing business, from Centura Bank, a wholly-owned subsidiary of Centura Banks, Inc. The acquisition added approximately 400 customers and $93 million of assets to the Company's leasing customer base in the Raleigh and Charlotte, North Carolina, Greenville, South Carolina, and southern Virginia commercial markets. Total consideration for the acquisition was $36.5 million, paid by the issuance of 392,990 shares of ePlus common stock valued at $3,900,425 (based on $9.925 per share), subordinated debt of $3,064,574 with an annual interest rate of 11% payable monthly and the principal repayment due on October 10, 2006 and can be prepaid at par in whole at anytime, and $29,535,001 of cash. The cash portion was partially generated by a non-recourse borrowing under an agreement with Fleet Business Credit Corporation, a wholly owned subsidiary of Fleet Bank, that provided $27,799,499 of cash at 7.25% using some of the CLG, Inc. leases as collateral. The transaction generated an initial goodwill amount of approximately $7,725,000 which will be amortized on a straight line basis over a fifteen year period. In connection with the acquisition, CLG, Inc. was merged into MLC Group, Inc., a wholly-owned subsidiary of ePlus Inc. on October 1, 1999. The following unaudited pro-forma financial information presents the combined results of operations of CLG, Inc. as if the acquisition had occurred as of the beginning of the six months ended September 30, 1999 and 1998, after giving effect to certain adjustments, including amortization of goodwill. The pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Company and CLG, Inc. constituted a single entity during such periods. Six Months Ended September 30, (in thousands) 1999 1998 ---- ---- Total Revenues 131,562 105,836 Net Earnings 3,372 3,293 Net Earnings per Common Share - Basic 0.45 0.50 Net Earnings per Common Share - Diluted 0.45 0.49 -7- 5. SEGMENT REPORTING The Company manages its business segments on the basis of the products and services offered. The Company's reportable segments consist of its lease financing and value-added re-selling business units. The lease financing business unit offers lease financing solutions to corporations and governmental entities nationwide. The value-added re-selling business unit sells information technology equipment and related services primarily to corporate customers in the eastern United States. The Company's management evaluates segment performance on the basis of segment earnings. The accounting policies of the segments are the same as those described in Note 1, "Organization and Summary of Significant Accounting Policies." Corporate overhead expenses are allocated on the basis of revenue volume, estimates of actual time spent by corporate staff, and asset utilization, depending on the type of expense. Lease Value-added Financing Re-selling Total --------- ---------- ----- (In Thousands) Three months ended September 30, 1999 Revenues $ 21,291 $ 39,901 $ 61,192 Cost of sales 13,600 34,178 47,778 Selling, general and administrative expenses 3,913 4,144 8,057 ----- ----- ----- Segment earnings 3,778 1,579 5,357 ----- ----- Interest expense 1,875 ----- Earnings before income taxes 3,482 ===== Assets $285,266 $ 36,943 $ 322,209 Three months ended September 30, 1998 Revenues $ 18,202 $ 19,799 $ 38,001 Cost of sales 11,867 16,199 28,066 Selling, general and administrative expenses 3,587 2,759 6,346 ----- ----- ----- Segment earnings 2,748 841 3,589 ----- --- Interest expense 856 --- Earnings before income taxes 2,733 ===== Assets $108,210 $ 21,600 $ 129,810 -8- Lease Value-added Financing Re-selling Total --------- ---------- ----- (In Thousands) Six months ended September 30, 1999 Revenues $ 41,524 $ 74,039 $ 115,563 Cost of sales 27,840 63,868 91,708 Selling, general and administrative expenses 7,327 7,349 14,676 ----- ----- ------ Segment earnings 6,357 2,822 9,179 ----- ----- Interest expense 3,193 ----- Earnings before income taxes 5,986 ===== Assets $ 285,266 $ 36,943 $ 322,209 Six months ended September 30, 1998 Revenues $ 49,579 $ 30,005 $ 79,584 Cost of sales 37,108 24,054 61,162 Selling, general and administrative expenses 7,276 4,616 11,892 ----- ----- ------ Segment earnings 5,195 1,335 6,530 ----- ----- Interest expense 1,357 ----- Earnings before income taxes 5,173 ===== Assets $ 108,210 $ 21,600 $ 129,810 6. SUBSEQUENT EVENT On October 25, 1999, MLC Holdings, Inc. issued a press release that announced that it had changed its name to ePlus, Inc. and will be operating under the name ePlus, effective November 1, 1999. ePlus will trade under the ticker symbol "PLUS" on the NASDAQ national market. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS, FINANCIAL CONDITION The following discussion and analysis of results of operations and financial condition of the Company should be read in conjunction with the Condensed Consolidated Financial Statements and the related Notes thereto included elsewhere in this report, and the Company's 1999 Form 10-K. Certain statements contained herein are not based on historical fact, but are forward-looking statements that are based upon numerous assumptions about future conditions that may not occur. Actual events, transactions and results may materially differ from the anticipated events, transactions, or results described in such statements. The Company's ability to consummate such transactions and achieve such events or results is subject to certain risks and -9- uncertainties. Such risks and uncertainties include, but are not limited to, the existence of demand for and acceptance of the Company's services, economic conditions, the impact of competition and pricing, results of financing efforts and other factors affecting the Company's business that are beyond the Company's control. The Company undertakes no obligation and does not intend to update, revise or otherwise publicly release the result of any revisions to these forward-looking statements that may be made to reflect future events or circumstances. The Company's results of operations are susceptible to fluctuations for a number of reasons, including, without limitation, differences between estimated residual values and actual amounts realized related to the equipment the Company leases. Operating results could also fluctuate as a result of the sale by the Company of equipment in its lease portfolio prior to the expiration of the lease term to the lessee or to a third party. Such sales of leased equipment prior to the expiration of the lease term may have the effect of increasing revenues and net earnings during the period in which the sale occurs, and reducing revenues and net earnings otherwise expected in subsequent periods. REVENUE RECOGNITION AND LEASE ACCOUNTING The Company's principal line of business is the leasing, financing and sale of equipment. The manner in which these lease finance transactions are characterized and reported for accounting purposes has a major impact upon the Company's reported revenue, net earnings and the resulting financial measures. Lease accounting methods significant to the Company's business are discussed below. The Company classifies its lease transactions, as required by the Statement of Financial Accounting Standards No. 13, Accounting for Leases ("FASB No. 13") as: (i) direct financing; (ii) sales-type; or (iii) operating leases. Revenues and expenses between accounting periods for each lease term will vary depending upon the lease classification. For financial statement purposes, the Company includes revenue from all three classifications in lease revenues, and costs related to these leases in direct lease costs. Direct Financing and Sales-Type Leases. Direct financing and sales-type leases transfer substantially all benefits and risks of equipment ownership to the customer. A lease is a direct financing or sales-type lease if the creditworthiness of the customer and the collectibility of lease payments are reasonably certain and it meets one of the following criteria: (i) the lease transfers ownership of the equipment to the customer by the end of the lease term; (ii) the lease contains a bargain purchase option; (iii) the lease term at inception is at least 75% of the estimated economic life of the leased equipment; or (iv) the present value of the minimum lease payments is at least 90% of the fair market value of the leased equipment at inception of the lease. Direct finance leases are recorded as investment in direct financing leases upon acceptance of the equipment by the customer. At the inception of the lease, unearned lease income is recorded which represents the amount by which the gross lease payments receivable plus the estimated residual value of the equipment exceeds the equipment cost. Unearned lease income is recognized, using the interest method, as lease revenue over the lease term. Sales-type leases include a dealer profit (or loss) which is recorded by the lessor at the inception of the lease. The dealer's profit (or loss) represents -10- the difference, at the inception of the lease, between the fair value of the leased property and its cost or carrying amount. The equipment subject to such leases may be obtained in the secondary marketplace, but most frequently is the result of re-leasing the Company's own portfolio. This profit (or loss) which is recognized at lease inception, is included in net margin on sales-type leases. For equipment sold through the Company's value added re-seller subsidiaries, the dealer margin is presented in equipment sales revenue and cost of equipment sales. Interest earned on the present value of the lease payments and residual value is recognized over the lease term using the interest method and is included as part of the Company's lease revenues. Operating Leases. All leases that do not meet the criteria to be classified as direct financing or sales-type leases are accounted for as operating leases. Rental amounts are accrued on a straight line basis over the lease term and are recognized as lease revenue. The Company's cost of the leased equipment is recorded on the balance sheet as investment in operating lease equipment and is depreciated on a straight-line basis over the lease term to the Company's estimate of residual value. Revenue, depreciation expense and the resulting profit for operating leases are recorded evenly over the life of the lease. As a result of these three classifications of leases for accounting purposes, the revenues resulting from the "mix" of lease classifications during an accounting period will affect the profit margin percentage for such period with such profit margin percentage generally increasing as revenues from direct financing and sales-type leases increase. Should a lease be financed, the interest expense declines over the term of the financing as the principal is reduced. Residual Values. Residual values represent the Company's estimated value of the equipment at the end of the initial lease term. The residual values for direct financing and sales-type leases are recorded in investment in direct financing and sales-type leases, on a net present value basis. The residual values for operating leases are included in the leased equipment's net book value and are recorded in investment in operating lease equipment. The estimated residual values will vary, both in amount and as a percentage of the original equipment cost, and depend upon several factors, including the equipment type, manufacturer's discount, market conditions and the term of the lease. The Company evaluates residual values on an ongoing basis and records any required changes in accordance with FASB No. 13. Residual values are affected by equipment supply and demand and by new product announcements and price changes by manufacturers. In accordance with generally accepted accounting principles, residual values can only be adjusted downward. The Company seeks to realize the estimated residual value at lease termination through: (i) renewal or extension of the original lease; (ii) sale of the equipment either to the lessee or the secondary market; or (iii) lease of the equipment to a new user. The difference between the proceeds of a sale and the remaining estimated residual value is recorded as a gain or loss in lease revenues when title is transferred to the lessee, or, if the equipment is sold on the secondary market, in equipment sales revenues and cost of equipment sales when title is transferred to the buyer. The proceeds from any subsequent lease are accounted for as lease revenues at the time such transaction is entered into. Initial Direct Costs. Initial direct costs related to the origination of sales-type, direct financing or operating leases are capitalized and recorded as part of the net investment in direct financing leases, or net operating lease equipment, and are amortized over the lease term. -11- Sales. Sales revenue includes the following types of transactions: (i) sales of new and/or used equipment which is not subject to any type of lease; (ii) sales of equipment subject to an existing lease, under which the Company is lessor, including any underlying financing related to the lease; and (iii) sales of off-lease equipment to either the original lessee or to a new user. Other Sources of Revenue. Fee and other income results from (i) income events that occur after the initial sale of a financial asset such as escrow/prepayment income, (ii) re-marketing fees, (iii) brokerage fees earned for the placement of financing transactions and (iv) interest and other miscellaneous income. These revenues are included in fee and other income on the Company's statements of earnings. RESULTS OF OPERATIONS - Three and Six Months Ended September 30, 1999 Compared to Three and Six Months Ended September 30, 1998 The following discussion and analysis of the Company's results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements for the three and six month periods ended September 30, 1999 and 1998. Total revenues generated by the Company during the three month period ended September 30, 1999 were $61,191,732, compared to revenues of $38,001,095 during the comparable period in the prior fiscal year, an increase of 61.0%. During the six month period ended September 30, total revenues were $115,562,852 and $79,583,896 in 1999 and 1998, respectively, an increase of 45.2%. The Company's revenues are composed of sales and other revenue, and may vary considerably from period to period (See "POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS"). Sales revenue, which includes sales of equipment and sales of leased equipment, increased 67.2% to $52,621,273 during the three month period ended September 30, 1998, as compared to $31,479,370 in the corresponding period in the prior fiscal year. For the six month period ended September 30 1999, sales increased 50.3% to $100,182,878 over the corresponding period in the prior year. During the three months ended September 30, 1999 and 1998, sales to MLC/CLC, LLC, an institutional equity partner of the Company, accounted for 27.3% and 100% of sales of leased equipment, respectively. During the six month periods ended September 30, sales to MLC/CLC LLC accounted for 31% and 100% of 1999 and 1998 sales of leased equipment, respectively. Sales to the Company's equity joint ventures require the consent of the relevant joint venture partner. While management expects the continued availability of equity financing through this joint venture, if such consent is withheld, or financing from this entity otherwise becomes unavailable, it could have a material adverse effect upon the Company's business, financial condition, results of operations and cash flows until other equity financing arrangements are secured. Sales of equipment, both new and used, are generated through the Company's equipment brokerage and re-marketing activities, and through its value-added reseller ("VAR") subsidiaries. Sales of equipment increased during the three month period (94.1%) $18,655,234 compared to the corresponding period in the -12- prior fiscal year. For the fiscal year to date through September 30, equipment sales increased 138.0% to $71,661,466. On a pro forma basis, had CLG, Inc.'s equipment sales been included throughout the periods presented, equipment sales would have increased 23.5% and 66.3% during the three and six month periods ended September 30, 1999, respectively, as compared to the comparable periods in the prior fiscal year. The Company's brokerage and re-marketing activities accounted for .17% and 3.6% of equipment sales during the three month period in 1999 and 1998, respectively. During the six month periods ended September 30, brokerage and re-marketing activities accounted for .3% and 4.1% of 1999 and 1998 sales, respectively. Brokerage and re-marketing revenue can vary significantly from period to period, depending on the volume and timing of transactions, and the availability of equipment for sale. Sales of equipment through the Company's VAR subsidiaries accounted for the remaining portion of equipment sales. The Company realized a gross margin on sales of equipment of 11.0% and 10.6% for the three and six month periods ended September 30, 1999, respectively, as compared to a gross margin of 15.7% and 16.9% realized on sales of equipment generated during the three and six months periods, respectively, in the prior fiscal year. This decrease in net margin percentage can be attributed to the Company's July 1, 1998 acquisition of PC Plus, Inc., who has a concentration of higher volume customers with lower gross margin percentages. The Company's gross margin on sales of equipment can be affected by the mix and volume of products sold. The gross margin generated on sales of leased equipment represent the sale of the equity portion of equipment placed under lease and can vary significantly depending on the nature, and timing of the sale, as well as the timing of any debt funding recognized in accordance with SFAS No. 125. For example, a lower margin or a loss on the equity portion of a transaction is often offset by higher lease earnings and/or a higher gain on the debt funding recognized under SFAS No. 125. Additionally, leases which have been debt funded prior to their equity sale will result in a lower sales and cost of sale figure, but the net earnings from the transaction will be the same as had the deal been debt funded subsequent to the sale of the equity. During the three month period ended September 30, 1999, the Company recognized a gross margin of $601,436 on equity sales of $14,135,588, as compared to a gross margin of $308,271 on equity sales of $11,648,919 during the same period in the prior fiscal year. For the fiscal year to date through September 30, 1999, the Company recognized a gross margin of $861,828 on equity sales of $28,521,412, as compared to a gross margin of $405,851 on equity sales of $36,559,565 during the same period in the prior fiscal year. The Company's lease revenues increased 29.4% to $6,811,368 for the three-month period ended September 30, 1999, compared with the corresponding period in the prior fiscal year. For the fiscal year to date through September 30, lease revenues increased 20.5% to $12,349,107 for the 1999 period compared to the same period in 1998. This increase consists of increased lease earnings and rental revenues reflecting a higher average investment in direct financing and sales-type leases. The investment in direct financing and sales-type leases at September 30, 1999 and March 31, 1999 were $191,163,216 and $83,370,950, respectively. The September 30, 1999 balance represents an increase of $107,792,266 or 129.3% over the balance as of March 31, 1999. $72 million of this increase is attributable to the acquisition of CLG, Inc. on September 30, 1999 (see Note 4). In addition, lease revenue includes the gain or loss on the sale of certain financial assets, as required under the provisions of Financial Accounting Standard No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," ("SFAS No. 125") which was effective beginning January 1, 1997. During the three and six month periods -13- ending September 30, 1999, fewer of the Company's debt funding transactions qualified for gain on sale treatment prescribed under SFAS No. 125 as compared to the comparable periods in the prior fiscal year. For the three and six months ended September 30, 1999, fee and other income increased 40.0% and 13.5%, respectively, over the comparable period in the prior fiscal year. This increase is attributable to increases in revenues from adjunct services and fees, including broker fees, support fees, warranty reimbursements, and learning center revenues generated by the Company's VAR subsidiaries. Included in the Company's fee and other income are earnings from certain transactions which are in the Company's normal course of business but there is no guarantee that future transactions of the same nature, size or profitability will occur. The Company's ability to consummate such transactions, and the timing thereof, may depend largely upon factors outside the direct control of management. The earnings from these types of transactions in a particular period may not be indicative of the earnings that can be expected in future periods. The Company's direct lease costs decreased 20.0% and 37.5% during the three and six month periods ended September 30, 1999, as compared to the same periods in the prior fiscal year. The largest component of direct lease costs is depreciation on operating lease equipment, and the decrease is primarily attributable to reduced depreciation on a smaller operating lease portfolio. In addition, the decrease is attributable to a reduction in the provision for credit losses at September 30, 1999. Salaries and benefits expenses increased 51.1% during the three month period ended September 30, 1999 over the same period in the prior year. For the fiscal year to date through September 30, 1999, salaries and benefits had increased 59.0% over the prior year. These increases reflect both the higher commission expenses in the value added reseller businesses and the increased number of personnel employed by the Company. Interest and financing costs incurred by the Company for the three and six months ended September 30, 1999 amounted to $1,874,540 and $3,192,895 respectively, and relate to interest costs on the Company's lines of credit and notes payable. Payment for interest costs on the majority of non-recourse and certain recourse notes are typically remitted directly to the lender by the lessee. The increase in interest and financing costs are primarily due to the Company's increased utilization of its operating lines of credit during the three and six month periods in the current fiscal year as compared to the prior fiscal year. The Company's provision for income taxes increased to $1,392,865 for the three months ended September 30, 1999 from $1,093,368 for the three months ended September 30, 1998, reflecting an effective income tax rate of 40.0% for both periods. For the six months ended September 30, 1999, the Company's provision for income tax was $2,394,507, as compared to $2,069,165 during the comparable period in the prior year, reflecting effective income tax rates of 40.0% for both periods. The foregoing resulted in a 27.4% and 15.7% increase in net earnings for the three and six month periods ended September 30, 1999, respectively, as compared to the same periods in the prior fiscal year. Basic and fully diluted earnings per common share were $.28, for the three months ended September 30, 1999, as compared to $.26 and .25, respectively, for -14- the three months ended September 30, 1998, based on weighted average common shares outstanding of 7,491,305 and 7,570,015, respectively, for 1999, and 6,348,603 and 6,439,658, respectively, for 1998. For the fiscal year to date through September 30, 1999, the Company's basic and fully diluted earnings per common share were $.48, as compared to $.50 and $.49, respectively, for the same period in 1998, based on weighted average common shares outstanding of 7,484,456 and 7,519,904, respectively, for 1999, and 6,214,103 and 6,346,548, respectively, for 1998. LIQUIDITY AND CAPITAL RESOURCES During the six month period ended September 30, 1999, the Company used cash flows from operations of $4,014,351, and used cash flows from investing activities of $55,136,494. Cash flows generated by financing activities amounted to $64,963,602 during the same period. The net effect of these cash flows was to increase cash and cash equivalents by $5,812,757 during the six month period. During the same period, the Company's total assets increased $167,850,085, or 108.7%, primarily the result of increases in direct financing leases and the acquisition of CLG, Inc., a wholly-owned subsidiary, on September 30, 1999. The Company's net investment in operating lease equipment also increased during the period as a result of the CLG, Inc. acquisition. The financing necessary to support the Company's leasing activities has principally been provided from non-recourse and recourse borrowings. Historically, the Company has obtained recourse and non-recourse borrowings from money centers, regional banks, insurance companies, finance companies and financial intermediaries. The Company's "Accounts payable - equipment" represents equipment costs that have been placed on a lease schedule, but for which the Company has not yet paid. The balance of unpaid equipment cost can vary depending on vendor terms and the timing of lease originations. As of September 30, 1999, the Company had $33,241,271 of unpaid equipment cost, as compared to $18,049,059 at March 31, 1999. Prior to the permanent financing of its leases, interim financing has been obtained through short-term, secured, recourse facilities through First Union National Bank, N.A. ePlus Inc., with its two wholly-owned subsidiaries, MLC Group, Inc., and MLC Federal, Inc., as co-borrowers, has established a $50,000,000 committed recourse line of credit which is subject to the availability of sufficient collateral in the borrowing base. The First Union Credit Facility, which was effective as of December 18, 1998 has the following terms: o interest at LIBOR + 150 basis points, or, at our option, prime minus one-half percent; and o each draw is subject to the availability of sufficient collateral as provided in the borrowing base. The First Union Credit Facility is secured by certain of the Company's assets such as chattel paper (including leases), receivables, inventory, and equipment. In addition, ePlus Inc. has entered into pledge agreements to pledge the common stock of each of its subsidiaries. The availability of the line is subject to a borrowing base, which consists of inventory, receivables, purchased assets, and leases. Availability under the revolving lines of credit may be limited by the 15 asset value of equipment purchased by ePlus and may be further limited by certain covenants and terms and conditions of the facilities. In the event that ePlus is unable to sell the equipment or unable to finance the equipment on a permanent basis within a certain period of time, the availability of credit under the lines could be diminished or eliminated. Furthermore, in the event that receivables collateralizing the line are uncollectible, ePlus would be responsible for repayment of the lines of credit. The First Union Credit Facility contains a number of covenants binding on ePlus, requiring, among other things, minimum tangible net worth, cash flow coverage ratios, maximum debt to equity ratio, maximum amount of guarantees of subsidiary obligations, mergers, acquisitions, and asset sales. This facility is fully recourse, secured by first-priority blanket liens on all of ePlus's assets. Availability under the revolving lines of credit may be limited by the asset value of equipment purchased by the Company and may be further limited by certain covenants and terms and conditions of the facilities. The latest First Union Credit Facility expires on December 18, 1999. First Union National Bank, N.A. has syndicated this facility to other participants each for $7,000,000. The other participants are Riggs Bank, N.A., Key Bank, N.A., Summit Bank, N.A., Bank Leumi USA, and Wachovia Bank., N.A. As of September 30, 1999, the Company had an outstanding balance of $33.5 million on the First Union Credit Facility. MLC Network Solutions,("MLC Network Solutions") Educational Computer Concepts, Inc. ("ECC, Inc.") and PC Plus have separate credit sources to finance their working capital requirements for inventories and accounts receivable. Their traditional business as value-added resellers of PC's and related network equipment and software products is financed through agreements known as "floor planning" financing where interest expense for the first thirty to forty days is not charged to us but is paid for by the supplier/distributor. These floor plan liabilities are recorded in our financial records under trade accounts payable as they are normally repaid within the thirty to forty day time frame and represent an assigned accounts payable originally generated with the supplier/distributor. If the thirty to forty day obligation is not paid timely, interest is then assessed at stated contractual rates. As of September 30, 1999, the floor planning agreements are as follows: Balance at Credit September 30, Entity Floor Plan Supplier Limit 1999 ------ ------------------- ----- ---- MLC Network Solutions Deutsche Financial, Inc. $ 1,975,000 $ 1,503,484 Finova Capital Corporation $ 4,000,000 $ 156,873 IBM Credit Corporation $ 225,000 $ 314 ECC Inc. Finova Capital Corporation $ 5,000,000 $ 3,115,376 IBM Credit Corporation $ 750,000 $ 52,231 PC Plus Bank of America $ 11,000,000 $ 816,962 All of the above credit facility limits have been increased during the year to provide the credit capacity to increase our sales on account. ECC, Inc. also has a line of credit in place with PNC Bank, N.A. which expires on -16- July 31, 2000. This asset based line has a maximum credit limit of $2,500,000 and interest charges are set at the bank's prime rate. The outstanding balance was $544,000 as of September 30, 1999. The credit facilities provided by Finova Capital Corporation and PNC Banks, N.A., are required to be guaranteed by ePlus Inc. Non-recourse debt and debt that is partially recourse is provided by various lending institutions. The Company has formal programs with Heller Financial, Inc., Key Corporate Capital, Inc., and Sanwa Business Credit Corporation. These programs require that each transaction is specifically approved and done solely at the lender's discretion. Availability under the revolving lines of credit may be limited by the asset value of equipment purchased by the Company and may be further limited by certain covenants and terms and conditions of the facilities. See "Item 2, Management's Discussion and Analysis of Results of Operations, Financial Condition." Partial Recourse Borrowing Facilities. On March 12, 1997, the Company established a $10,000,000 credit facility agreement with Heller Financial, Inc. ("Heller"). Under the terms of the Heller Facility, a maximum amount of $10,000,000 was available to borrow provided that each draw was subject to the approval of Heller. On March 12, 1998, the formal commitment from Heller to fund additional advances under the line was allowed to expire, however, we are still transacting business as if the formal agreement terms are in place. The primary purpose of the Heller Facility was for the permanent fixed-rate discounting of rents for commercial leases of information technology assets with the Company's middle-market customers. As of September 30, 1999, the balance on this account was $3,099,356. Each advance under the facility bears interest at an annual rate equal to the sum of the weekly average U.S. Treasury Constant Maturities for a Treasury Note having approximately an equal term as the weighted average term of the contracts subject to the advance, plus an index ranging from 1.75% to 3.00%, depending on the amount of the advance and the credit rating (if any) of the lessee. The Heller Facility contains a number of contractual covenants and is a limited recourse facility, secured by a first-priority lien in the lease contracts and chattel paper relating to each loan advance, the equipment under the lease contracts, a 10% cross-collateralized first loss guarantee, and all books, records and proceeds. The Heller Facility was made to MLC Group and is guaranteed by ePlus. The Heller Facility is subject to their sole discretion, and is further subject to MLC Group's compliance with certain conditions and procedures. Through MLC/CLC, LLC, the Company has a formal joint venture agreement which provides the equity investment financing for certain of the Company's transactions. Firstar Equipment Finance Company ("FEFCO"), formerly Cargill Leasing Corporation, is an unaffiliated investor which owns 95% of MLC/CLC, LLC. FEFCO's parent company, Firstar Corporation, is a $20 billion bank holding company which is publicly traded on the New York Stock Exchange under the symbol "FSR". This joint venture arrangement enables the Company to invest in a significantly greater portfolio of business than its limited capital base would otherwise allow. A significant portion of the Company's revenue generated by the sale of leased equipment is attributable to sales to MLC/CLC,LLC. (See "RESULTS OF OPERATIONS"). The Company's debt financing activities typically provide approximately 80% to 100% of the purchase price of the equipment purchased by the Company for lease to its customers. Any balance of the purchase price (the Company's equity investment in the equipment) must generally be financed by cash flow from its -17- operations, the sale of the equipment lease to MLC/CLC, LLC , or other internal means of financing. Although the Company expects that the credit quality of its leases and its residual return history will continue to allow it to obtain such financing, no assurances can be given that such financing will be available, at acceptable terms, or at all. The Company anticipates that its current cash on hand, operations and additional financing available under the Company's credit facilities will be sufficient to meet the Company's liquidity requirements for its operations through the remainder of the fiscal year. However, the Company intends to continue pursuing additional acquisitions, which are expected to be funded through a combination of cash and the issuance by the Company of shares of its common stock. To the extent that the Company elects to pursue acquisitions involving the payment of significant amounts of cash (to fund the purchase price of such acquisitions and the repayment of assumed indebtedness), the Company is likely to require additional sources of financing to fund such non-operating cash needs. POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS The Company's future quarterly operating results and the market price of its stock may fluctuate. In the event the Company's revenues or earnings for any quarter are less than the level expected by securities analysts or the market in general, such shortfall could have an immediate and significant adverse impact on the market price of the Company's stock. Any such adverse impact could be greater if any such shortfall occurs near the time of any material decrease in any widely followed stock index or in the market price of the stock of one or more public equipment leasing and financing companies or major customers or vendors of the Company. The Company's quarterly results of operations are susceptible to fluctuations for a number of reasons, including, without limitation, any reduction of expected residual values related to the equipment under the Company's leases, timing of specific transactions and other factors. Quarterly operating results could also fluctuate as a result of the sale by the Company of equipment in its lease portfolio, at the expiration of a lease term or prior to such expiration, to a lessee or to a third party. Such sales of equipment may have the effect of increasing revenues and net income during the quarter in which the sale occurs, and reducing revenues and net income otherwise expected in subsequent quarters. Given the possibility of such fluctuations, the Company believes that comparisons of the results of its operations to immediately succeeding quarters are not necessarily meaningful and that such results for one quarter should not be relied upon as an indication of future performance. INFLATION The Company does not believe that inflation has had a material impact on its results of operations during the first two quarters of fiscal 2000. FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS The future operating results of the Company may be affected by a number of factors, including the matters discussed below: -18- The Company's strategy depends upon acquisitions and organic growth to increase its earnings. There can be no assurance that the Company will complete acquisitions in a manner that coincides with the end of its fiscal quarters. The failure to complete acquisitions on a timely basis could have a material adverse effect on the Company's quarterly results. Likewise, delays in implementing planned integration strategies and cross selling activities also could adversely affect the Company's quarterly earnings. In addition, there can be no assurance that acquisitions will occur at the same pace as in prior periods or be available to the Company on favorable terms, if at all. If the Company is unable to use the Company's common stock as consideration in acquisitions, for example, because it believes that the market price of the common stock is too low or because the owners of potential acquisition targets conclude that the market price of the Company's common stock is too volatile, the Company would need to use cash to make acquisitions, and, therefore, would be unable to negotiate acquisitions that it would account for under the pooling-of-interests method of accounting (which is available only for all-stock acquisitions). This might adversely affect the pace of the Company's acquisition program and the impact of acquisitions on the Company's quarterly results. In addition, the consolidation of the equipment leasing business has reduced the number of companies available for sale, which could lead to higher prices being paid for the acquisition of the remaining domestic, independent companies. The failure to acquire additional businesses or to acquire such businesses on favorable terms in accordance with the Company's growth strategy could have a material adverse impact on future sales and profitability. There can be no assurance that companies that have been acquired or that may be acquired in the future will achieve sales and profitability levels that justify the investment therein. Acquisitions may involve a number of special risks that could have a material adverse effect on the Company's operations and financial performance, including adverse short-term effects on the Company's reported operating results; diversion of management's attention; difficulties with the retention, hiring and training of key personnel; risks associated with unanticipated problems or legal liabilities; and amortization of acquired intangible assets. The Company has increased the range of products and services it offers through acquisitions of companies offering products and services that are complementary to the core financing and equipment brokering services that the Company has offered since it began operations. The Company's ability to manage an aggressive consolidation program in markets other than domestic equipment financing has not yet been fully tested. The Company's efforts to sell additional products and services to existing customers are in their early stages and there can be no assurance that such efforts will be successful. In addition, the Company expects that certain of its products and services will not be easily cross-sold and may be marketed and sold independently of other products and services. The Company's acquisition strategy has resulted in a significant increase in sales, employees, facilities and distribution systems. While the Company's decentralized management strategy, together with operating efficiencies resulting from the elimination of duplicative functions and economies of scale, may present opportunities to reduce costs, such strategies may initially necessitate costs and expenditures to expand operational and financial systems and corporate management administration. The various costs and possible cost-savings strategies may make historical operating results not indicative of future performance. There can be no assurance that the Company's executive -19- management group can continue to oversee the Company and effectively implement its operating or growth strategies in each of the markets that it serves. In addition, there can be no assurance that the pace of the Company's acquisitions, or the diversification of its business outside of its core leasing operations, will not adversely affect the Company's efforts to implement its cost-savings and integration strategies and to manage its acquisitions profitability. The Company operates in a highly competitive environment. In the markets in which it operates, the Company generally competes with a large number of smaller, independent companies, many of which are well-established in their markets. Several of its large competitors operate in many of its geographic and product markets, and other competitors may choose to enter the Company's geographic and product markets in the future. No assurances can be give that competition will not have an adverse effect on the Company's business. YEAR 2000 ISSUE The Company has identified all significant hardware and software applications, both IT and non-IT based, that will require upgrade or modification to ensure Year 2000 compliance. The upgrade and/or modification of the majority of these systems is substantially complete. The Company anticipates completing the process of modifying and/or upgrading its remaining systems by December 31, 1999. The total cost of these Year 2000 compliance activities has not been, nor is it anticipated to become, material to the Company's financial position, results of operations or cash flows in any given year. The Company recognizes the risks surrounding its own Year 2000 readiness, for which it believes it has adequately addressed, as well as the risks arising from the failure of third parties with whom it has a material relationship to remediate their own Year 2000 issues. While the risks of third party non-compliance may temporarily affect the ability of a third party to transact business with the Company, the Company believes such risks are adequately mitigated by its own contingency plans. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Although a substantial portion of the Company's liabilities are non-recourse, fixed interest rate instruments, the Company is reliant upon lines of credit and other financing facilities which are subject to fluctuations in interest rates. Should interest rates significantly increase, the Company would incur higher interest expense, and to the extent that the Company is unable to recover these higher costs, which could potentially lower earnings. -20 PART II. OTHER INFORMATION Item 1. Legal Proceedings Not Applicable Item 2. Changes in Securities and Use of Proceeds Not Applicable Item 3. Defaults Under Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders On September 13, 1999, the Company held its Annual Meeting of Stockholders. 1. At the Annual Meeting, Phillip G. Norton was elected to the Board of Directors as a Class II director to hold office for three years until his successor has been duly elected and shall qualify, with votes cast and withheld as follows: For Withheld ----------------------------- 6,496,677 986,085 2. At the Annual Meeting, Bruce M. Bowen was elected to the Board of Directors as a Class II director to hold office for three years until his successor has been duly elected and shall qualify, with votes cast and withheld as follows: For Withheld ------------------------------- 6,496,677 986,085 In addition, the Company's stockholders approved the following proposals at the Annual Meeting, with votes for and against, abstentions and broker non-votes follow: 3. To change the Company's name to ePlus, Inc. For Against Broker Non-Votes ------------------------------------------------------- 6,493,778 3,049 985,935 4. To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for the Company's fiscal year ending March 31, 2000. For Against Broker Non-Votes ------------------------------------------------------- 6,495,703 150 986,909 Item 5. OTHER INFORMATION Not Applicable -21- Item 6(a) Exhibits Exhibit Number Description Page -------------- --------------------------------------------------------- 27.1 Financial Data Schedule 24 Item 6(b) Reports on Form 8-K During the second fiscal quarter covered by this report, the Company filed the following Current Reports on Form 8-K: Form 8-K dated September 10, 1999 and filed with the Commission on September 14, 1999, reporting interim information regarding the acquisition of CLG, Inc. of Raleigh, North Carolina. No financial statements were included. -22- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ePLUS INC. /s/ PHILLIP G. NORTON By: Phillip G. Norton, Chairman of the Board, President and Chief Executive Officer Date: November 15, 1999 /s/ STEVEN J. MENCARINI By: Steven J. Mencarini, Senior Vice President and Chief Financial Officer Date: November 15, 1999 -23- EX-27.1 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 6-MOS MAR-31-2000 MAR-31-2000 JUL-01-1999 APR-01-1999 SEP-30-1999 SEP-30-1999 13,704 13,704 0 0 69,750 69,750 0 0 6,802 6,802 0 0 2,033 2,033 0 0 322,209 322,209 0 0 0 0 0 0 0 0 79 79 0 0 322,209 322,209 52,621 100,183 61,192 115,563 47,778 91,708 57,710 109,577 0 0 0 0 1875 3,193 3,482 5,986 1,393 2,394 2,089 3,592 0 0 0 0 0 0 2,089 3,592 0.28 0.48 0.28 0.48
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