Delaware
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54-1817218
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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13595 Dulles Technology Drive, Herndon, VA 20171-3413
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(Address of principal executive offices)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value
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NASDAQ Global Select Market
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
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(do not check if smaller reporting company)
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Smaller reporting company
o
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Page
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1
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Part I
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Item 1.
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3
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13
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Item 1A.
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14
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Item 1B.
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20
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Item 2.
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20
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Item 3.
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22
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Item 4.
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22
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Part II
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Item 5.
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23
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Item 6.
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26
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Item 7.
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27
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Item 7A.
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43
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Item 8.
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43
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Item 9.
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43
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Item 9.A
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43
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Item 9B.
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44
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Part III
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Item 10.
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45
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Item 11.
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45
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Item 12.
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45
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Item 13.
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45
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Item 14.
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45
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Part IV
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Item 15.
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46
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·
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we offer a comprehensive set of solutions— the integrating information technology (IT) hardware sales, third-party software assurance and maintenance, professional services, proprietary software, and financing, and may encounter some of the challenges, risks, difficulties and uncertainties frequently faced by similar companies, such as:
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managing a diverse product set of solutions in highly competitive markets with a small number of key of vendors;
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increasing the total number of customers utilizing integrated solutions by up-selling within our customer base and gaining new customers;
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adapting to meet changes in markets and competitive developments;
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maintaining and increasing advanced professional services by retaining highly skilled personnel and vendor certifications;
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integrating with external IT systems, including those of our customers and vendors;
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continuing to enhance our proprietary software and update our technology infrastructure to remain competitive in the marketplace; and
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reliance on third parties to perform some of our service obligations;
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our dependence on key personnel, and our ability to hire and retain sufficient qualified personnel;
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our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies;
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a possible decrease in the capital spending budgets of our customers or purchases from us;
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our ability to protect our intellectual property rights and, when appropriate, license required technology;
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the creditworthiness of our customers and our ability to reserve adequately for credit losses;
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the possibility of goodwill impairment charges in the future;
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uncertainty and volatility in the global economy and financial markets;
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changes in the IT industry and/or rapid changes in product offerings;
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our ability to secure our electronic and other confidential information;
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our ability to raise capital, maintain or increase as needed our lines of credit with vendors or floor planning facility, or obtain non-recourse financing for our transactions;
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future growth rates in our core businesses;
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our ability to realize our investment in leased equipment;
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significant adverse changes in, reductions in, or losses of relationships with major customers or vendors;
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our ability to successfully integrate acquired businesses;
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our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;
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reduction of manufacturer incentives provided to us;
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exposure to changes in, interpretations of, or enforcement trends related to tax rules and other regulations; and
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significant changes in accounting standards including changes to the financial reporting of leases which could impact the demand for our leasing services, or misclassification of products and services we sell resulting in the misapplication of revenue recognition policies.
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ITEM 1.
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·
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e
Plus Technology, inc.;
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e
Plus Systems, inc.;
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e
Plus Content Services, inc.;
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e
Plus Document Systems, inc.; and
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·
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e
Plus Technology Services, inc.
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e
Plus Group, inc.;
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e
Plus Government, inc.;
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e
Plus Canada Company;
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e
Plus Capital, inc.;
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e
Plus Jamaica, inc.; and
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e
Plus Iceland, inc.
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direct marketing of information technology equipment, third-party software; and third-party maintenance and services;
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professional services;
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proprietary software, including order-entry and order-management software (OneSource®), procurement, asset management, document management and distribution software, and electronic catalog content management software and services; and
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leasing, and business process services to facilitate the acquisition and management of capital assets..
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Direct IT Sales:
We are a direct marketer and authorized reseller of leading IT products including Cisco Systems, Hewlett Packard, VMWare, NetApp, EMC, Citrix, Apple, Dell, and Microsoft, via our direct sales force and web-based ordering solution, OneSource®. These products consist of hardware, software, software assurance and maintenance contracts.
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Advanced Technology Solutions:
We provide an array of solutions focused in the areas of data center, storage, security, cloud enablement, and IT infrastructure. Within these areas we have engineering expertise in Internet telephony and Internet communications, collaboration, cloud computing, virtual desktop infrastructure, network design and implementation, storage, security, virtualization, business continuity, visual communications, audio/visual technologies, maintenance, and implementation services to support our customer base as part of our consolidated service offering.
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Proprietary Software:
We offer proprietary software for enterprise supply management, which can be used as a stand-alone solution or be integrated as a component of a bundled solution. These include
e
Procurement, spend management, asset management, document management, and product content management software. These systems can be installed behind our customers’ firewall or operated as a service hosted by us.
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Onesource®IT, online web based software portal for customers purchasing IT equipment, software, and services from us;
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OneSource®IT+, an online web based software portable for customers purchasing IT products from other suppliers and/or from us;
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OneSource® Procurement, a complete web-based software to facilitate procurement of any type of assets;
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OneSource® Asset Management, a software platform for managing and tracking corporate assets including hardware maintenance contracts;
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OneSource® Supplier Portal, a software application for catalog and content management used by customers and suppliers; and
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OneSource® DigitalPaper, a document management software application.
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Leasing, Lease and Asset Management, and Lifecycle Management
. We offer a wide range of leasing and financing options for IT products including both hardware and software and other capital assets (including medical equipment). These offerings include operating and direct finance leases as well as payment plans. We also provide lease process automation, disposal of end-of-life assets, and lifecycle management.
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In recent years, the economy of the United States has partially recovered from the downturn resulting from the financial crisis which began in 2008, however, there is continuing economic weakness in geographic regions and markets, and widespread uncertainty resulting from the U.S. government’s sequestration, the debt crisis in certain countries in the European Union. This uncertainty or actual occurrence of an economic downturn could cause our current and potential customers to once again delay or reduce technology purchases and result in longer sales cycles, slower adoption of new technologies and increased price competition. Credit risk associated with our customers and vendors may also be adversely impacted. In addition, although we do not anticipate the need for additional capital in the near term due to our current financial position, a reoccurrence of the economic downturn may adversely affect our access to additional capital.
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We believe that customers are continuing to focus on cost savings initiatives by utilizing technologies such as virtualization, cloud and mobile computing, and we continue to provide these and other advanced technology solutions to meet these needs.
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We believe customers are focused on all aspects of cyber security, including intellectual property, data and business processes. A well-designed security program can protect the organization with perimeter security, access control, authentication, data integrity and confidentiality. We offer security services that enhance our customers’ security programs, from their data centers to end-user mobile devices. These comprehensive and complex solutions may include consulting, hardware, software, and implementation, and ongoing maintenance and monitoring. We have continued to focus our resources in these areas to meet expected customer demand.
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We believe that customers are seeking to reduce the number of vendors they do business with for the purpose of improving internal efficiencies, enhancing accountability and improving supplier management practices, and reducing costs. We have continued to enhance our relationships with premier manufacturers and gained the engineering and sales certifications required to provide the most desired technologies for our customers. In addition, we continue to enhance our automated business processes and utilize our proprietary software as our OneSource® family of solutions, to make transacting business with us more efficient and cost effective for our customers. We introduced OneSource® IT as a portal for customers purchasing from us, and OneSource® IT+, to improve internal business process efficiencies for customers ordering from us and multiple suppliers. OneSource® IT+ is positioned to help our customers and prospects reduce the number of suppliers they purchase from, eliminate multiple and unique ordering processes, provide a consolidated view of IT purchases, consolidate invoice and payable processing and reduce the complexities of IT spending through multiple suppliers.
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We have continuously evolved our advanced professional service and software capabilities. We believe that we are distinctively positioned to take advantage of this shift in the purchasing process as evidenced by continued development of our various integrated solutions, which we began developing in 1999 (earlier than many other direct marketers) and we continue to believe that our bundled solution set is a leader in the marketplace because of its breadth and depth of offerings.
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We believe that we will continue to benefit from industry changes as a cost-effective provider of a full range of IT products and services with the added competitive advantage of our proprietary software. In addition, our ability to provide financing for capital assets to our customers and our lifecycle management solutions provides an additional benefit and differentiator in the marketplace. While purchasing decisions will continue to be influenced by product selection and availability, price, and convenience, we believe that our comprehensive set of solutions is a differentiator that businesses seek to reduce the total cost of ownership.
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front end processing, such as eProcurement, order aggregation, order automation, vendor performance measurement, ordering, reconciliation, and payment;
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lifecycle and asset ownership services, including asset management, change management, and property tax filing; and
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end-of-life services such as equipment audit, removal, and disposal.
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grow profitably by selling additional products and services to our existing customer base;
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expand geographically and build a national footprint to grow our customer base;
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recruit, retain and develop employees;
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expand our advanced technology solutions offerings; and
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improve our internal operational efficiencies and effectiveness.
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hosted or subscription;
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traditional enterprise licenses; or
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SAAS, or a services model, where our personnel may utilize our software to provide one or more solutions to our customers.
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Data center solutions that enable customers to streamline operations, reduce complexity and costs, and simplify vendor management;
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Network services that aim to improve network performance for our customers;
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Security and wireless services, which are tailored for each organization to help safeguard its IT infrastructure with security and wireless solutions;
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Managed IT services to enable customers to reduce costs and burdens of their day-to-day IT tasks while monitoring availability, reliability and performance;
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Staff augmentation services that provide customers with flexible headcount options while allowing them to access talent, fill specific technology skill gaps, or provide short-term or long-term IT professional help;
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Server and desktop support provides outsourcing services to respond to our customers’ business demands while minimizing overhead;
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Professional services for a full range of Microsoft solutions;
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Business intelligence and data management services to help customers effectively use critical business information by enabling companies to aggregate, normalize, cleanse and analyze their data; and
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Project management services to enhance productivity and collaboration.
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Number of
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||||
Employees
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||||
Sales and Marketing
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365 | |||
Technical Support
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267 | |||
Administration
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174 | |||
Software and Implementations
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75 | |||
Executive Management
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9 | |||
890 |
Name
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Age
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Position
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Phillip G. Norton
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68
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Director, Chairman of the Board of Directors, President and Chief Executive Officer
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Bruce M. Bowen
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61
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Director and Executive Vice President
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Elaine D. Marion
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45
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Chief Financial Officer
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Mark P. Marron
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51
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Chief Operating Officer
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Steven J. Mencarini
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57
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Senior Vice President of Business Operations
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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Location
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Company
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Employees
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Square Footage
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Function
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||||
Herndon, VA
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e
Plus Group, inc.
e
Plus Technology, inc.
ePlus Government, inc.
e
Plus Document Systems, inc.
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289
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55,880
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Corporate and subsidiary headquarters, sales office, technical support and warehouse
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Sterling, VA
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e
Plus Technology, inc.
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2
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12,859
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Warehouse
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Richmond, VA
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e
Plus Technology, inc.
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14
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4,194
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Sales office and technical support
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Columbia, MD
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e
Plus Technology, inc.
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16
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3,589
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Sales office and technical support
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Pittsford, NY
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e
Plus
Systems, inc
.
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9
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2,577
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Sales office and technical development
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Hauppauge, NY
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e
Plus
Technology, inc.
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27
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8,370
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Sales office, technical support and warehouse
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New York City, NY
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e
Plus Technology, inc.
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26
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6,278
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Sales office and technical support
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Newtown, PA
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e
Plus
Technology, inc.
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16
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3,784
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Sales office and technical support
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Pottstown, PA
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e
Plus
Technology, inc.
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75
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16,300
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Sales office, technical support and warehouse
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Avon, CT
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e
Plus Systems, inc.
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13
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2,345
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Sales office and technical development
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Westwood, MA
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e
Plus
Technology, inc.
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27
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4,012
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Sales office and technical support
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Bedford, NH
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e
Plus
Technology, inc.
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16
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6,508
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Sales office and technical support
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Mt. Laurel, NJ
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e
Plus
Technology, inc.
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17
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3,435
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Sales office and technical support
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Charlotte, NC
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e
Plus
Technology, inc.
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6
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2,098
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Sales office and technical support
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Raleigh, NC
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e
Plus
Technology, inc.
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26
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7,199
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Sales office-shared, technical support and warehouse
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Wilmington, NC
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e
Plus
Technology, inc.
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13
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4,000
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Sales office-shared, technical support and warehouse
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Elgin, IL
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e
Plus
Technology, inc.
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11
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4,303
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Sales office and technical support
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Irvine, CA
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e
Plus
Technology, inc.
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33
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8,982
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Sales office, technical support and warehouse
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Sunnyvale, CA
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e
Plus
Technology, inc.
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48
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11,200
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Sales office, technical support and warehouse
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Colorado Springs, CO
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e
Plus
Technology, inc.
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16
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3,984
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Sales office and technical support
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Austin, TX
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e
Plus Technology, inc
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15
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3,190
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Sales office and technical support
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Dallas, TX
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e
Plus Technology, inc.
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8
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3,153
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Sales office and technical support
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Houston, TX
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e
Plus Technology, inc.
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16
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9,813
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Sales office-shared, technical support and warehouse
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Other Office Location
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10
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6,104
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Sales offices and technical support
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Home Office/Customer Site
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141
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-
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Total
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890
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194,157
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ITEM 3.
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ITEM 4.
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Quarter Ended
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High
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Low
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||||||
Fiscal Year 2013
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||||||||
March 31, 2013
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$ | 48.84 | $ | 42.82 | ||||
December 31, 2012
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$ | 42.54 | $ | 35.46 | ||||
September 30, 2012
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$ | 39.28 | $ | 31.00 | ||||
June 30, 2012
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$ | 33.58 | $ | 29.13 | ||||
Fiscal Year 2012
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March 31, 2012
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$ | 33.95 | $ | 26.44 | ||||
December 31, 2011
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$ | 28.81 | $ | 23.24 | ||||
September 30, 2011
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$ | 27.94 | $ | 22.36 | ||||
June 30, 2011
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$ | 28.19 | $ | 23.06 |
Period
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Total number
of shares
purchased (1)
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Average price
paid per share
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Total number of
shares purchased
as part of publicly
announced plans or
programs
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Maximum number
(or approximate
dollar value) of
shares that may yet
be purchased under
the plans or
programs
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|||||||||||||
April 1, 2012 through April 30, 2012
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10,401 | $ | 29.47 | 10,401 | 436,044 | (2) | |||||||||||
May 1, 2012 through May 31, 2012
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9,022 | $ | 29.45 | 9,022 | 427,022 | (3) | |||||||||||
June 1, 2012 through June 30, 2012
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17,198 | $ | 33.57 | - | 427,022 | (4) | |||||||||||
July 1, 2012 through July 31, 2012
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- | - | - | 427,022 | (5) | ||||||||||||
August 1, 2012 through August 31, 2012
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11,609 | $ | 35.14 | - | 427,022 | (6) | |||||||||||
September 1, 2012 through September 15, 2012
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- | - | - | 427,022 | (7) | ||||||||||||
September 16, 2012 through September 30, 2012
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- | - | - | 500,000 | (8) | ||||||||||||
October 1, 2012 through October 31, 2012
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- | - | - | 500,000 | (9) | ||||||||||||
November 1, 2012 through November 30, 2012
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9,121 | $ | 36.36 | - | 500,000 | (10) | |||||||||||
December 1, 2012 through December 31, 2012
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- | - | - | 500,000 | (11) | ||||||||||||
January 1, 2013 through January 31, 2013
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- | - | - | 500,000 | (12) | ||||||||||||
February 1, 2013 through February 28, 2013
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- | - | - | 500,000 | (13) | ||||||||||||
March 1, 2013 through March 31, 2013
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- | - | - | 500,000 | (14) |
(1)
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All shares acquired were in open-market purchases, except for 37,928 shares, which were repurchased to satisfy tax withholding obligations that arose due to the vesting of shares of restricted stock.
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(2)
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The share purchase authorization in place for the month ended April 30, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of April 30, 2012, the remaining authorized shares to be purchased were 436,044.
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(3)
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The share purchase authorization in place for the month ended May 31, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of May 31, 2012, the remaining authorized shares to be purchased were 427,022.
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(4)
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The share purchase authorization in place for the month ended June 30, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of June 30, 2012, the remaining authorized shares to be purchased were 427,022.
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(5)
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The share purchase authorization in place for the month ended July 31, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of July 31, 2012, the remaining authorized shares to be purchased were 427,022.
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(6)
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The share purchase authorization in place for the month ended August 31, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of August 31, 2012, the remaining authorized shares to be purchased were 427,022.
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(7)
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The share purchase authorization in place for the period from September 1 to September 15, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of September 15, 2012, the remaining authorized shares to be purchased were 427,022.
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(8)
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On August 13, 2012 our Board authorized a share repurchase plan commencing on September 16, 2012. The share purchase authorization in place for the period from September 16 to September 30, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of September 30, 2012, the remaining authorized shares to be purchased were 500,000.
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(9)
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The share purchase authorization in place for the month ended October 31, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of October 31, 2012, the remaining authorized shares to be purchased were 500,000.
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(10)
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The share purchase authorization in place for the month ended November 30, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of November 30, 2012, the remaining authorized shares to be purchased were 500,000.
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(11)
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The share purchase authorization in place for the month ended December 31, 2012 had purchase limitations on the number of shares of up to 500,000 shares. As of December 31, 2012, the remaining authorized shares to be purchased were 500,000.
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(12)
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The share purchase authorization in place for the month ended January 31, 2013 had purchase limitations on the number of shares of up to 500,000 shares. As of January 31, 2013, the remaining authorized shares to be purchased were 500,000.
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(13)
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The share purchase authorization in place for the month ended February 28, 2013 had purchase limitations on the number of shares of up to 500,000 shares. As of February 28, 2013, the remaining authorized shares to be purchased were 500,000.
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(14)
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The share purchase authorization in place for the month ended March 31, 2013 had purchase limitations on the number of shares of up to 500,000 shares. As of March 31, 2013, the remaining authorized shares to be purchased were 500,000.
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ITEM 6.
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For the years ended March 31,
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||||||||||||||||||||
2013
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2012 (1)
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2011 (1)
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2010 (1)
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2009 (1)
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||||||||||||||||
(in thousands, except per share data)
|
||||||||||||||||||||
Sales of product and services
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$ | 936,228 | $ | 784,951 | $ | 672,303 | $ | 499,359 | $ | 523,750 | ||||||||||
Total revenues
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$ | 983,112 | $ | 825,581 | $ | 718,515 | $ | 550,612 | $ | 581,863 | ||||||||||
Cost of sales, product and services
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$ | 767,447 | $ | 645,558 | $ | 551,860 | $ | 410,880 | $ | 436,244 | ||||||||||
Total costs and expenses
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$ | 924,367 | $ | 786,007 | $ | 677,947 | $ | 529,530 | $ | 559,815 | ||||||||||
Earnings before provision for income taxes
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$ | 58,745 | $ | 39,574 | $ | 40,568 | $ | 21,082 | $ | 22,048 | ||||||||||
Net earnings
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$ | 34,830 | $ | 23,367 | $ | 23,727 | $ | 12,745 | $ | 12,829 | ||||||||||
Net earnings per common share - basic
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$ | 4.37 | $ | 2.82 | $ | 2.83 | $ | 1.53 | $ | 1.56 | ||||||||||
Net earnings per common share - diluted
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$ | 4.32 | $ | 2.79 | $ | 2.78 | $ | 1.49 | $ | 1.51 | ||||||||||
Dividend per common share | $ | 2.50 | $ | - | $ | - | $ | - | $ | - |
As of March 31,
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||||||||||||||||||||
2013
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2012
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2011
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2010
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2009
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||||||||||||||||
(in thousands)
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||||||||||||||||||||
Cash and cash equivalents
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$ | 52,720 | $ | 33,778 | $ | 75,756 | $ | 85,077 | $ | 107,788 | ||||||||||
Short-term investments
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$ | 982 | $ | 7,396 | $ | - | $ | - | $ | - | ||||||||||
Accounts receivable—net
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$ | 192,254 | $ | 174,599 | $ | 121,771 | $ | 108,752 | $ | 82,734 | ||||||||||
Investment in leases and leased equipment—net
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$ | 90,710 | $ | 115,974 | $ | 117,667 | $ | 152,912 | $ | 118,615 | ||||||||||
Total assets
|
$ | 437,872 | $ | 433,688 | $ | 389,191 | $ | 405,246 | $ | 363,487 | ||||||||||
Non-recourse and recourse notes payable
|
$ | 41,739 | $ | 28,055 | $ | 29,592 | $ | 53,679 | $ | 85,079 | ||||||||||
Total liabilities
|
$ | 199,640 | $ | 214,061 | $ | 177,214 | $ | 220,140 | $ | 189,400 | ||||||||||
Total stockholders' equity
|
$ | 238,232 | $ | 219,627 | $ | 211,977 | $ | 185,106 | $ | 174,087 |
(1)
|
Our financial results were corrected to present our earnings per share using the two-class method. Basic earnings per share decreased by $0.10, $0.06, and $0.01 for the years ended March 31, 2012, 2011, and 2010, respectively. Diluted earnings per share decreased by $0.05, $0.04, $0.01and $0.01 for the years ended March 31, 2012, 2011, 2010, and 2009, respectively.
|
Manufacturer
|
Manufacturer Authorization Level
|
|
|
Apple
|
Apple Authorized Corporate Reseller
|
Cisco Systems
|
Cisco Gold DVAR (National)
|
|
Advanced Wireless LAN
|
|
Advanced Unified Communications
|
|
Advanced Data Center Storage Networking
|
|
Advanced Routing and Switching
|
|
Advanced Security
|
|
ATP Video Surveillance
|
|
ATP Cisco Telepresence Video Master Partner
|
|
ATP Rich Media Communications
|
|
Master Security Specialization
|
|
Master UC Specialization
|
|
Master Managed Services Partner
|
Citrix Systems, Inc.
|
Citrix Gold (National)
|
EMC
|
Velocity Premier Level
|
Hewlett Packard
|
HP Preferred Elite Partner (National)
|
IBM
|
Premier IBM Business Partner (National)
|
Lenovo
|
Lenovo Premium (National)
|
Microsoft
|
Microsoft Gold (National)
|
NetApp
|
NetApp STAR Partner
|
Oracle Gold Partner
|
Sun SPA Executive Partner (National)
|
|
Sun National Strategic Data Center Authorized
|
VMware
|
National Premier Partner
|
·
|
For direct financing and sales-type leases, we record the net investment in leases, which consists of the sum of the minimum lease payments, initial direct costs (direct financing leases only), and unguaranteed residual value (gross investment) less the unearned income. The unearned income is amortized over the life of the lease using the interest method. Under sales-type leases, the difference between the present value of minimum lease payments and the cost of the leased property plus initial direct costs (net margins) is recorded as profit at the inception of the lease.
|
·
|
For operating leases, rental amounts are accrued on a straight-line basis over the lease term and are recognized as financing revenue.
|
Year Ended March 31,
|
||||||||||||||||
2013
|
2012
|
Change
|
||||||||||||||
Sales of product and services
|
$ | 936,228 | $ | 784,951 | $ | 151,277 | 19.3 | % | ||||||||
Fee and other income
|
6,949 | 7,455 | (506 | ) | (6.8 | %) | ||||||||||
Total revenues
|
943,177 | 792,406 | 150,771 | 19.0 | % | |||||||||||
Cost of sales, product and services
|
767,447 | 645,558 | 121,889 | 18.9 | % | |||||||||||
Professional and other fees
|
9,638 | 10,283 | (645 | ) | (6.3 | %) | ||||||||||
Salaries and benefits
|
100,447 | 88,321 | 12,126 | 13.7 | % | |||||||||||
General and administrative expenses
|
19,028 | 16,627 | 2,401 | 14.4 | % | |||||||||||
Interest and financing costs
|
89 | 93 | (4 | ) | (4.3 | %) | ||||||||||
Total costs and expenses
|
896,649 | 760,882 | 135,767 | 17.8 | % | |||||||||||
Segment earnings
|
$ | 46,528 | $ | 31,524 | $ | 15,004 | 47.6 | % |
Quarter Ended
|
Sequential
|
Year over Year
|
June 30, 2012
|
11.7%
|
38.4%
|
September 30, 2012
|
6.8%
|
29.3%
|
December 31, 2012
|
(8.8%)
|
7.4%
|
March 31, 2013
|
(1.9%)
|
6.6%
|
Year Ended March 31,
|
||||||||||||||||
2013
|
2012
|
Change
|
||||||||||||||
Financing revenue
|
$ | 38,384 | $ | 30,899 | $ | 7,485 | 24.2 | % | ||||||||
Fee and other income
|
1,551 | 2,276 | (725 | ) | (31.9 | %) | ||||||||||
Total revenues
|
39,935 | 33,175 | 6,760 | 20.4 | % | |||||||||||
Direct lease costs
|
10,892 | 8,508 | 2,384 | 28.0 | % | |||||||||||
Professional and other fees
|
3,460 | 1,461 | 1,999 | 136.8 | % | |||||||||||
Salaries and benefits
|
10,516 | 9,947 | 569 | 5.7 | % | |||||||||||
General and administrative expenses
|
1,071 | 3,872 | (2,801 | ) | (72.3 | %) | ||||||||||
Interest and financing costs
|
1,779 | 1,337 | 442 | 33.1 | % | |||||||||||
Total costs and expenses
|
27,718 | 25,125 | 2,593 | 10.3 | % | |||||||||||
Segment earnings
|
$ | 12,217 | $ | 8,050 | $ | 4,167 | 51.8 | % |
Year Ended March 31,
|
||||||||||||||||
2012
|
2011
|
Change
|
||||||||||||||
Sales of product and services
|
$ | 784,951 | $ | 672,303 | $ | 112,648 | 16.8 | % | ||||||||
Fee and other income
|
7,455 | 8,260 | (805 | ) | (9.7 | %) | ||||||||||
Patent settlement income
|
- | 125 | (125 | ) | (100.0 | %) | ||||||||||
Total revenues
|
792,406 | 680,688 | 111,718 | 16.4 | % | |||||||||||
Cost of sales, product and services
|
645,558 | 551,860 | 93,698 | 17.0 | % | |||||||||||
Professional and other fees
|
10,283 | 14,014 | (3,731 | ) | (26.6 | %) | ||||||||||
Salaries and benefits
|
88,321 | 74,706 | 13,615 | 18.2 | % | |||||||||||
General and administrative expenses
|
16,627 | 13,220 | 3,407 | 25.8 | % | |||||||||||
Interest and financing costs
|
93 | 84 | 9 | 10.7 | % | |||||||||||
Total costs and expenses
|
760,882 | 653,884 | 106,998 | 16.4 | % | |||||||||||
Segment earnings
|
$ | 31,524 | $ | 26,804 | $ | 4,720 | 17.6 | % |
Quarter Ended
|
Sequential
|
Year over Year
|
June 30, 2011
|
1.9%
|
13.8%
|
September 30, 2011
|
14.3%
|
10.6%
|
December 31, 2011
|
9.7%
|
16.4%
|
March 31, 2012
|
(1.2%)
|
26.3%
|
Year Ended March 31,
|
||||||||||||||||
2012
|
2011
|
Change
|
||||||||||||||
Financing revenue
|
$ | 30,899 | $ | 35,367 | $ | (4,468 | ) | (12.6 | %) | |||||||
Fee and other income
|
2,276 | 2,460 | (184 | ) | (7.5 | %) | ||||||||||
Total revenues
|
33,175 | 37,827 | (4,652 | ) | (12.3 | %) | ||||||||||
Direct lease costs
|
8,508 | 9,212 | (704 | ) | (7.6 | %) | ||||||||||
Professional and other fees
|
1,461 | 1,369 | 92 | 6.7 | % | |||||||||||
Salaries and benefits
|
9,947 | 9,541 | 406 | 4.3 | % | |||||||||||
General and administrative
|
3,872 | 1,461 | 2,411 | 165.0 | % | |||||||||||
Interest and financing costs
|
1,337 | 2,480 | (1,143 | ) | (46.1 | %) | ||||||||||
Total costs and expenses
|
25,125 | 24,063 | 1,062 | 4.4 | % | |||||||||||
Segment earnings
|
$ | 8,050 | $ | 13,764 | $ | (5,714 | ) | (41.5 | %) |
Year Ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Net cash provided by (used in) operating activities
|
$ | 41,270 | $ | (21,596 | ) | $ | (9,398 | ) | ||||
Net cash used in investing activities
|
(12,658 | ) | (38,223 | ) | (11,100 | ) | ||||||
Net cash (used in) provided by financing activities
|
(9,667 | ) | 17,846 | 11,171 | ||||||||
Effect of exchange rate changes on cash
|
(3 | ) | (5 | ) | 6 | |||||||
Net increase (decrease) in cash and cash equivalents
|
$ | 18,942 | $ | (41,978 | ) | $ | (9,321 | ) |
Year Ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
GAAP: net cash provided by (used in) operating activities
|
$ | 41,270 | $ | (21,596 | ) | $ | (9,398 | ) | ||||
Principal payments from lessees directly to lenders
|
15,872 | 15,671 | 27,397 | |||||||||
Non-GAAP: adjusted net cash provided by (used in) operating activities
|
$ | 57,142 | $ | (5,925 | ) | $ | 17,999 |
Year Ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
GAAP: net cash (used in) provided by financing activities
|
$ | (9,667 | ) | $ | 17,846 | $ | 11,171 | |||||
Principal payments from lessees directly to lenders
|
(15,872 | ) | (15,671 | ) | (27,397 | ) | ||||||
Non-GAAP: adjusted net cash used in financing activities
|
$ | (25,539 | ) | $ | 2,175 | $ | (16,226 | ) |
Maximum Credit Limit at
March 31, 2013
|
Balance as of
March 31, 2013
|
Maximum Credit Limit at
March 31, 2012
|
Balance as of
March 31, 2012
|
|||||||
$175,000 | $66,251 | $125,000 | $85,911 |
Payments Due by Period
|
||||||||||||||||||||
Total
|
1 year
|
Years 2 & 3
|
Years 4 & 5
|
More than
5 years
|
||||||||||||||||
Recourse & non-recourse notes payable (1)
|
$ | 41,739 | $ | 22,559 | $ | 13,516 | $ | 5,664 | $ | - | ||||||||||
Operating lease obligations (2)
|
6,809 | 3,347 | 2,818 | 644 | - | |||||||||||||||
Total
|
$ | 48,548 | $ | 25,906 | $ | 16,334 | $ | 6,308 | $ | - |
(1)
|
Non-recourse notes payable obligations in which the specific lease receivable payments have been assigned to the lender. Payments reflected principal amounts related to the recourse and non-recourse notes payable.
|
(2)
|
Rental and services obligations
|
ITEM 9A.
|
ITEM 9B.
|
ITEM 11.
|
ITEM 12.
|
Exhibit No.
|
Exhibit Description
|
|
|
|
|
3.1
|
e
Plus inc. Amended and Restated Certificate of Incorporation, filed on September 19, 2008 (Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 19, 2008).
|
|
|
3.2
|
Amended and Restated Bylaws of
e
Plus amended as of April 18, 2012, (Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on April 20, 2012).
|
|
|
4
|
Specimen Certificate of Common Stock (Incorporated herein by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-11737) originally filed on September 11, 1996).
|
|
|
10.1
|
Form of Indemnification Agreement entered into between
e
Plus and its directors and officers (Incorporated herein by reference to Exhibit 10.5 to our Registration Statement on Form S-1 (File No. 333-11737) originally filed on September 11, 1996).
|
|
|
10.2
|
Employment Agreement dated September 27, 2011 between
e
Plus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 28, 2011).
|
10.3
|
Amendment No. 1 to Employment Agreement effective August 1, 2012 by and between
e
Plus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on August 3, 2012).
|
10.4
|
Employment Agreement effective August 1, 2012 between
e
Plus and Bruce M. Bowen (Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 3, 2012).
|
|
|
10.5
|
Employment Agreement effective August 1, 2012 between
e
Plus and Mark P. Marron (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 3, 2012).
|
|
|
10.6
|
Employment Agreement effective August 1, 2012 between
e
Plus and Steven J. Mencarini (Incorporated herein by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on August 3, 2012).
|
|
|
10.7
|
Employment Agreement effective August 1, 2012 between ePlus and Elaine D. Marion (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 3, 2012).
|
|
|
10.8
|
Amended and Restated 1998 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the period ended September 30, 2003).
|
|
|
10.9
|
2008 Non-Employee Director Long-Term Incentive Plan as amended (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, for the period ended December 31, 2012.
|
|
|
10.10
|
2008 Employee Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 19, 2008).
|
|
e
Plus inc.
|
|
|
|
/s/ PHILLIP G. NORTON
|
|
By: Phillip G. Norton, Chairman of the Board,
|
|
President and Chief Executive Officer
|
|
Date:
June 5, 2013
|
|
/s/ PHILLIP G. NORTON
|
|
By: Phillip G. Norton, Chairman of the Board,
|
|
President, Chief Executive Officer
(Principal Executive Officer)
|
|
Date: June 5, 2013
|
|
|
|
/s/ BRUCE M. BOWEN
|
|
By: Bruce M. Bowen, Director and Executive
|
|
Vice President
|
|
Date: June 5, 2013
|
|
|
|
/s/ ELAINE D. MARION
|
|
By: Elaine D. Marion, Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
Date: June 5, 2013
|
|
|
|
/s/ C. THOMAS FAULDERS, III
|
|
By: C. Thomas Faulders, III, Director
|
|
Date: June 5, 2013
|
|
|
|
/s/ TERRENCE O’DONNELL
|
|
By: Terrence O’Donnell, Director
|
|
Date: June 5, 2013
|
|
|
|
/s/ LAWRENCE S. HERMAN
|
|
By: Lawrence S. Herman, Director
|
|
Date: June 5, 2013
|
|
|
|
/s/ MILTON E. COOPER, JR.
|
|
By: Milton E. Cooper, Jr., Director
|
|
Date: June 5, 2013
|
|
|
|
/s/ ERIC D. HOVDE
|
|
By: Eric D. Hovde, Director
|
Date: June 5, 2013
|
|
|
|
|
/s/ JOHN CALLIES
|
|
By: John E. Callies, Director
|
|
Date: June 5, 2013
|
|
PAGE
|
F-2
|
|
|
|
F-4
|
|
|
|
F-5
|
|
F-6
|
|
F-7
|
|
|
|
F-9
|
|
|
|
F-10
|
PART I.
|
FINANCIAL INFORMATION
|
Item 1.
|
Financial Statements
|
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
|
(amounts in thousands, except shares and per share data)
|
|||||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Sales of product and services
|
$ | 936,228 | $ | 784,951 | $ | 672,303 | ||||||
Financing revenue
|
38,384 | 30,899 | 35,367 | |||||||||
Fee and other income
|
8,500 | 9,731 | 10,720 | |||||||||
Patent settlement income
|
- | - | 125 | |||||||||
TOTAL REVENUES
|
983,112 | 825,581 | 718,515 | |||||||||
COSTS AND EXPENSES
|
||||||||||||
Cost of sales, product and services
|
767,447 | 645,558 | 551,860 | |||||||||
Direct lease costs
|
10,892 | 8,508 | 9,212 | |||||||||
778,339 | 654,066 | 561,072 | ||||||||||
Professional and other fees
|
13,098 | 11,744 | 15,383 | |||||||||
Salaries and benefits
|
110,963 | 98,268 | 84,247 | |||||||||
General and administrative expenses
|
20,099 | 20,499 | 14,681 | |||||||||
Interest and financing costs
|
1,868 | 1,430 | 2,564 | |||||||||
146,028 | 131,941 | 116,875 | ||||||||||
TOTAL COSTS AND EXPENSES
|
924,367 | 786,007 | 677,947 | |||||||||
EARNINGS BEFORE PROVISION FOR INCOME TAXES
|
58,745 | 39,574 | 40,568 | |||||||||
PROVISION FOR INCOME TAXES
|
23,915 | 16,207 | 16,841 | |||||||||
NET EARNINGS
|
$ | 34,830 | $ | 23,367 | $ | 23,727 | ||||||
NET EARNINGS PER COMMON SHARE
—
BASIC
|
$ | 4.37 | $ | 2.82 | $ | 2.83 | ||||||
NET EARNINGS PER COMMON SHARE
—
DILUTED
|
$ | 4.32 | $ | 2.79 | $ | 2.78 | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
—
BASIC
|
7,809,938 | 8,002,191 | 8,200,577 | |||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
—
DILUTED
|
7,902,871 | 8,095,192 | 8,352,921 |
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
|
(in thousands)
|
|||||||||||
|
|
|
||||||||||
|
|
|
|
|||||||||
NET EARNINGS
|
$ | 34,830 | $ | 23,367 | $ | 23,727 | ||||||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||||||
Foreign currency translation adjustments
|
(55 | ) | (54 | ) | 98 | |||||||
Other comprehensive (loss) income
|
(55 | ) | (54 | ) | 98 | |||||||
TOTAL COMPREHENSIVE INCOME
|
$ | 34,775 | $ | 23,313 | $ | 23,825 |
Year Ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
(in thousands)
|
||||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|||||||||
Net earnings
|
$ | 34,830 | $ | 23,367 | $ | 23,727 | ||||||
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
12,168 | 9,365 | 9,972 | |||||||||
Reserves for credit losses, inventory obsolescence and sales returns
|
(192 | ) | 3,244 | 303 | ||||||||
Share-based compensation expense
|
3,283 | 2,392 | 1,258 | |||||||||
Excess tax benefit from exercise of stock options
|
(1,648 | ) | (740 | ) | (601 | ) | ||||||
Tax benefit of stock options exercised
|
- | - | 761 | |||||||||
Deferred taxes
|
(991 | ) | 1,413 | 2,424 | ||||||||
Payments from lessees directly to lenders
—
operating leases
|
(5,567 | ) | (4,371 | ) | (5,184 | ) | ||||||
Gain on disposal of property, equipment and operating lease equipment
|
(946 | ) | (1,303 | ) | (1,038 | ) | ||||||
Gain on sale of notes receivable
|
(2,997 | ) | (2,915 | ) | - | |||||||
Excess increase in cash value of life insurance
|
(107 | ) | (160 | ) | (69 | ) | ||||||
Other
|
15 | (208 | ) | - | ||||||||
Changes in:
|
||||||||||||
Accounts receivable
—
net
|
(17,840 | ) | (50,430 | ) | (11,330 | ) | ||||||
Notes receivable
|
550 | (4,969 | ) | (3,871 | ) | |||||||
Inventories—net
|
8,764 | (13,775 | ) | 118 | ||||||||
Investment in direct financing and sale-type leases—net
|
18,213 | (12,117 | ) | 13,544 | ||||||||
Deferred costs, other intangible assets, and other assets
|
(479 | ) | 20,126 | (10,951 | ) | |||||||
Accounts payable
—
equipment
|
(11,708 | ) | 9,735 | (33,644 | ) | |||||||
Accounts payable
—
trade
|
4,568 | 10,218 | (3,490 | ) | ||||||||
Salaries and commissions payable, deferred revenue and accrued expenses and other liabilities
|
1,354 | (10,468 | ) | 8,673 | ||||||||
Net cash provided by (used in) operating activities
|
$ | 41,270 | $ | (21,596 | ) | (9,398 | ) | |||||
Cash Flows From Investing Activities:
|
||||||||||||
Proceeds from sale of property, equipment and operating lease equipment
|
$ | 1,923 | $ | 2,176 | $ | 4,208 | ||||||
Purchases of property, equipment and operating lease equipment
|
(15,584 | ) | (7,655 | ) | (13,401 | ) | ||||||
Purchases of short-term investments
|
(1,233 | ) | (7,396 | ) | - | |||||||
Maturities of short-term investments
|
7,647 | - | - | |||||||||
Issuance of notes receivable
|
(87,859 | ) | (65,678 | ) | - | |||||||
Repayments of notes receivable
|
26,913 | 16,713 | - | |||||||||
Proceeds from sale or transfer of notes receivable
|
55,663 | 35,487 | - | |||||||||
Premiums paid on life insurance
|
(128 | ) | (65 | ) | (146 | ) | ||||||
Cash used in acquisition, net of cash acquired
|
- | (11,805 | ) | (1,761 | ) | |||||||
Net cash used in investing activities
|
$ | (12,658 | ) | $ | (38,223 | ) | $ | (11,100 | ) |
Year Ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
(in thousands)
|
||||||||||||
Cash Flows From Financing Activities:
|
|
|
|
|||||||||
Borrowings of non-recourse and recourse notes payable
|
$ | 32,746 | $ | 14,137 | $ | 9,192 | ||||||
Repayments of non-recourse and recourse notes payable
|
(3,105 | ) | (3 | ) | (5,881 | ) | ||||||
Repurchase of common stock
|
(1,890 | ) | (19,418 | ) | (2,652 | ) | ||||||
Dividends paid
|
(20,100 | ) | - | - | ||||||||
Proceeds from issuance of capital stock through option exercise
|
1,167 | 623 | 3,679 | |||||||||
Payments of contingent consideration
|
(473 | ) | - | - | ||||||||
Excess tax benefit from share based compensation
|
1,648 | 740 | 601 | |||||||||
Net (repayment) borrowings on floor plan facility
|
(19,660 | ) | 21,767 | 6,232 | ||||||||
Net cash (used in) provided by financing activities
|
(9,667 | ) | 17,846 | 11,171 | ||||||||
Effect of exchange rate changes on cash
|
(3 | ) | (5 | ) | 6 | |||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
18,942 | (41,978 | ) | (9,321 | ) | |||||||
Cash and Cash Equivalents, Beginning of Period
|
33,778 | 75,756 | 85,077 | |||||||||
Cash and Cash Equivalents, End of Period
|
$ | 52,720 | $ | 33,778 | $ | 75,756 | ||||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||||||
Cash paid for interest
|
$ | 26 | $ | 21 | $ | 27 | ||||||
Cash paid for income taxes
|
$ | 24,200 | $ | 11,990 | $ | 15,220 | ||||||
Schedule of Non-Cash Investing and Financing Activities:
|
||||||||||||
Purchase of property and equipment included in accounts payable
|
$ | 138 | $ | 95 | $ | 49 | ||||||
Purchase of operating lease equipment included in accounts payable
|
$ | 175 | $ | - | $ | 10 | ||||||
Sales of operating lease equipment included in accounts receivable
|
$ | 34 | $ | 495 | $ | - | ||||||
Principal payments from lessees directly to lenders
|
$ | 15,872 | $ | 15,671 | $ | 27,397 | ||||||
Vesting of share-based compensation
|
$ | 4,648 | $ | 2,216 | $ | 1,239 | ||||||
Contingent consideration
|
$ | - | $ | 1,500 | $ | - | ||||||
Dividends declared included in accrued expenses and other liabilities
|
$ | 278 | $ | - | $ | - |
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Other
|
|||||||||||||||||||||||||||
Common Stock
|
Paid-In
|
Treasury
|
Retained
|
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Stock
|
Earnings
|
Income
|
Total
|
||||||||||||||||||||||
Balance, April 1, 2010
|
8,123,508 | $ | 119 | $ | 84,100 | $ | (43,346 | ) | $ | 143,812 | $ | 421 | $ | 185,106 | ||||||||||||||
Issuance of shares for option exercises and vesting of restricted shares
|
272,300 | 3 | 3,676 | - | - | - | 3,679 | |||||||||||||||||||||
Excess tax benefit of share based compensation
|
- | 761 | - | 761 | ||||||||||||||||||||||||
Effect of share-based compensation, net of forfeitures
|
267,390 | 3 | 1,255 | - | - | - | 1,258 | |||||||||||||||||||||
Purchase of treasury stock
|
(144,009 | ) | - | - | (2,652 | ) | - | - | (2,652 | ) | ||||||||||||||||||
Comprehensive income, net of tax:
|
||||||||||||||||||||||||||||
Net earnings
|
- | - | - | 23,727 | - | 23,727 | ||||||||||||||||||||||
Foreign currency translation adjustment (net of tax of $2)
|
- | - | - | - | - | 98 | 98 | |||||||||||||||||||||
Total comprehensive income
|
23,825 | |||||||||||||||||||||||||||
Balance, March 31, 2011
|
8,519,189 | $ | 125 | $ | 89,792 | $ | (45,998 | ) | $ | 167,539 | $ | 519 | $ | 211,977 | ||||||||||||||
Issuance of shares for option exercises and vesting of restricted shares
|
83,900 | 1 | 621 | - | - | - | 622 | |||||||||||||||||||||
Excess tax benefit of share based compensation
|
- | - | 740 | - | - | - | 740 | |||||||||||||||||||||
Effect of share-based compensation, net of forfeitures
|
151,505 | 1 | 2,392 | - | - | - | 2,393 | |||||||||||||||||||||
Purchase of treasury stock
|
(754,699 | ) | - | - | (19,418 | ) | - | - | (19,418 | ) | ||||||||||||||||||
Net earnings
|
- | - | - | - | 23,367 | - | 23,367 | |||||||||||||||||||||
Foreign currency translation adjustment (net of tax of $1)
|
- | - | - | - | - | (54 | ) | (54 | ) | |||||||||||||||||||
Total comprehensive income
|
23,313 | |||||||||||||||||||||||||||
Balance, March 31, 2012
|
7,999,895 | $ | 127 | $ | 93,545 | $ | (65,416 | ) | $ | 190,906 | $ | 465 | $ | 219,627 | ||||||||||||||
Issuance of shares for option exercises and vesting of restricted shares
|
105,000 | 1 | 1,166 | - | - | - | 1,167 | |||||||||||||||||||||
Excess tax benefit of share based compensation
|
- | - | 1,648 | - | - | - | 1,648 | |||||||||||||||||||||
Effect of share-based compensation, net of forfeitures
|
102,162 | 1 | 3,282 | - | - | - | 3,283 | |||||||||||||||||||||
Purchase of treasury stock
|
(57,351 | ) | - | - | (1,890 | ) | - | - | (1,890 | ) | ||||||||||||||||||
Dividends declared
|
- | - | - | - | (20,378 | ) | - | (20,378 | ) | |||||||||||||||||||
Net earnings
|
- | - | - | - | 34,830 | - | 34,830 | |||||||||||||||||||||
Foreign currency translation adjustment (net of tax of $1)
|
- | - | - | - | - | (55 | ) | (55 | ) | |||||||||||||||||||
Total comprehensive income
|
34,775 | |||||||||||||||||||||||||||
Balance, March 31, 2013
|
8,149,706 | $ | 129 | $ | 99,641 | $ | (67,306 | ) | $ | 205,358 | $ | 410 | $ | 238,232 |
·
|
the delivered services have value to the customer on a stand-alone basis; and
|
·
|
delivery of the undelivered service is probable and substantially under our control.
|
·
|
the lease transfers ownership of the property to the lessee by the end of the lease term;
|
·
|
the lease contains a bargain purchase option;
|
·
|
the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or
|
·
|
the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90 percent of the fair value of the leased property at the inception of the lease.
|
·
|
there is persuasive evidence that an arrangement exists;
|
·
|
delivery has occurred;
|
·
|
no significant obligations by us remain, which relate to services essential to the functionality of the software with regard to implementation;
|
·
|
the sales price is determinable; and
|
·
|
it is probable that collection will occur.
|
·
|
Vendor consideration received pursuant to volume sales incentive programs is recognized as a reduction to cost of sales, product and services on the consolidated statements of operations in accordance with Codification Topic
Revenue Recognition,
Subtopic
Vendor's Accounting for Consideration Given to a Customer.
|
·
|
Vendor consideration received pursuant to volume purchase incentive programs is allocated to inventory based on the applicable incentives from each vendor and is recorded in cost of sales, product and services, as the inventory is sold.
|
·
|
Vendor consideration received pursuant to shared marketing expense programs is recorded as a reduction of the related selling and administrative expenses in the period the program takes place only if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of cost of sales, product and services.
|
·
|
Level 1 – Observable inputs such as quoted prices for identical assets and liabilities in active markets;
|
·
|
Level 2 – Inputs other than quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
·
|
Level 3 – Unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.
|
|
March 31,
|
March 31,
|
||||||
|
2013
|
2012
|
||||||
Investment in direct financing and sales-type leases—net
|
$ | 66,243 | $ | 95,460 | ||||
Investment in operating lease equipment—net
|
24,467 | 20,514 | ||||||
|
$ | 90,710 | $ | 115,974 |
|
March 31,
|
March 31,
|
||||||
|
2013
|
2012
|
||||||
Minimum lease payments
|
$ | 64,614 | $ | 99,747 | ||||
Estimated unguaranteed residual value (1)
|
7,557 | 6,917 | ||||||
Initial direct costs, net of amortization (2)
|
684 | 797 | ||||||
Less: Unearned lease income
|
(5,767 | ) | (10,665 | ) | ||||
Less: Reserve for credit losses (3)
|
(845 | ) | (1,336 | ) | ||||
Investment in direct financing and sales-type leases—net
|
$ | 66,243 | $ | 95,460 |
(1)
|
Includes estimated unguaranteed residual values of $3,361 thousand and $1,700 thousand as of March 31, 2013 and 2012, respectively, for direct financing leases which have been sold and accounted for as sales under Codification Topic
Transfers and Servicing
.
|
(2)
|
Initial direct costs are shown net of amortization of $479 thousand and $512 thousand as of March 31, 2013 and 2012, respectively.
|
(3)
|
For details on reserve for credit losses, refer to Note 4, “Reserves for Credit Losses.”
|
Year ending March 31, 2014
|
$ | 30,877 | ||
2015
|
19,653 | |||
2016
|
10,905 | |||
2017
|
2,781 | |||
2018 and thereafter
|
398 | |||
Total
|
$ | 64,614 |
|
March 31,
|
March 31,
|
||||||
|
2013
|
2012
|
||||||
Cost of equipment under operating leases
|
$ | 46,106 | $ | 44,487 | ||||
Less: Accumulated depreciation and amortization
|
(21,639 | ) | (23,973 | ) | ||||
Investment in operating lease equipment—net (1)
|
$ | 24,467 | $ | 20,514 |
(1)
|
Includes estimated unguaranteed residual values of $7,763 thousand and $7,802 thousand as of March 31, 2013 and 2012, respectively.
|
Year ending March 31, 2014
|
$ | 10,336 | ||
2015
|
6,149 | |||
2016
|
1,946 | |||
2017
|
149 | |||
2018 and thereafter
|
30 | |||
Total
|
$ | 18,610 |
|
March 31,
2013
|
March 31,
2012
|
||||||
|
|
|
||||||
Goodwill
|
$ | 28,660 | $ | 28,444 | ||||
Customer relationships
|
2,897 | 3,902 | ||||||
Capitalized software development
|
1,407 | 1,173 | ||||||
|
$ | 32,964 | $ | 33,519 |
|
Financing Segment
|
Technology Segment
|
|
|||||||||||||||||
Reporting Units:
|
Financing
|
Technology
|
Software Procurement
|
Software Document Management
|
Total
|
|||||||||||||||
Balance April 1, 2012
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
$ | 4,029 | $ | 27,355 | $ | 4,644 | $ | 1,089 | $ | 37,117 | ||||||||||
Accumulated impairment losses
|
(4,029 | ) | - | (4,644 | ) | - | (8,673 | ) | ||||||||||||
- | 27,355 | - | 1,089 | 28,444 | ||||||||||||||||
Purchase accounting adjustments
|
- | 216 | - | - | 216 | |||||||||||||||
Balance March 31, 2013
|
||||||||||||||||||||
Goodwill
|
4,029 | 27,571 | 4,644 | 1,089 | 37,333 | |||||||||||||||
Accumulated impairment losses
|
(4,029 | ) | - | (4,644 | ) | - | (8,673 | ) | ||||||||||||
Goodwill - net balance March 31, 2013
|
$ | - | $ | 27,571 | $ | - | $ | 1,089 | $ | 28,660 |
|
Accounts Receivable
|
Notes Receivable
|
Lease-Related Receivables
|
Total
|
||||||||||||
Balance April 1, 2012
|
$ | 1,307 | $ | 2,963 | $ | 1,336 | $ | 5,606 | ||||||||
Provision for bad debts, net of recoveries
|
(19 | ) | 174 | (488 | ) | (333 | ) | |||||||||
Write-offs and other
|
(141 | ) | - | (3 | ) | (144 | ) | |||||||||
Balance March 31, 2013
|
$ | 1,147 | $ | 3,137 | $ | 845 | $ | 5,129 |
Accounts Receivable
|
Notes Receivable
|
Lease-Related Receivables
|
Total
|
|||||||||||||
Balance April 1, 2011
|
$ | 944 | $ | 94 | $ | 1,733 | $ | 2,771 | ||||||||
Provision for bad debts, net of recoveries
|
739 | 2,869 | (395 | ) | 3,213 | |||||||||||
Write-offs and other
|
(376 | ) | - | (2 | ) | (378 | ) | |||||||||
Balance March 31, 2012
|
$ | 1,307 | $ | 2,963 | $ | 1,336 | $ | 5,606 |
Accounts Receivable
|
Notes Receivable
|
Lease-Related Receivables
|
Total
|
|||||||||||||
Balance April 1, 2010
|
$ | 1,580 | $ | 75 | $ | 1,930 | $ | 3,585 | ||||||||
Provision for bad debts, net of recoveries
|
(252 | ) | 19 | 330 | 97 | |||||||||||
Write-offs and other
|
(384 | ) | - | (527 | ) | (911 | ) | |||||||||
Balance March 31, 2011
|
$ | 944 | $ | 94 | $ | 1,733 | $ | 2,771 |
|
March, 31, 2013 | March 31, 2012 | ||||||||||||||
|
Notes Receivable
|
Lease-Related Receivables
|
Notes Receivable
|
Lease-Related Receivables
|
||||||||||||
Reserves for credit losses:
|
|
|
|
|
||||||||||||
Ending balance: collectively evaluated for impairment
|
$ | 310 | $ | 747 | $ | 298 | $ | 1,314 | ||||||||
Ending balance: individually evaluated for impairment
|
2,827 | 98 | 2,665 | 22 | ||||||||||||
Ending balance
|
$ | 3,137 | $ | 845 | $ | 2,963 | $ | 1,336 | ||||||||
Minimum payments:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$ | 31,793 | $ | 64,246 | $ | 22,944 | $ | 99,545 | ||||||||
Ending balance: individually evaluated for impairment
|
3,237 | 368 | 4,356 | 202 | ||||||||||||
Ending balance
|
$ | 35,030 | $ | 64,614 | $ | 27,300 | $ | 99,747 |
|
31-60
Days Past
Due
|
61-90
Days Past
Due
|
Greater
than 90
Days Past
Due
|
Total Past
Due
|
Current
|
Unbilled Minimum Lease Payments
|
Total Minimum Lease Payments
|
Unearned Income
|
Non-Recourse Notes Payable
|
Net Credit
Exposure
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
March 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
High CQR
|
$ | 454 | $ | 316 | $ | 28 | $ | 798 | $ | 322 | $ | 38,278 | $ | 39,398 | $ | (2,777 | ) | $ | (10,337 | ) | $ | 26,284 | ||||||||||||||||||
Average CQR
|
51 | 51 | 5 | 107 | 101 | 24,640 | 24,848 | (1,596 | ) | (7,857 | ) | 15,395 | ||||||||||||||||||||||||||||
Low CQR
|
- | - | 61 | 61 | - | 307 | 368 | (39 | ) | - | 329 | |||||||||||||||||||||||||||||
Total
|
505 | 367 | 94 | 966 | 423 | 63,225 | 64,614 | (4,412 | ) | (18,194 | ) | 42,008 | ||||||||||||||||||||||||||||
March 31, 2012
|
||||||||||||||||||||||||||||||||||||||||
High CQR
|
$ | 1,767 | $ | 5 | $ | 72 | $ | 1,844 | $ | 977 | $ | 58,214 | $ | 61,035 | $ | (4,541 | ) | $ | (3,480 | ) | $ | 53,014 | ||||||||||||||||||
Average CQR
|
85 | 7 | 12 | 104 | 53 | 38,337 | 38,494 | (4,445 | ) | (15,109 | ) | 18,940 | ||||||||||||||||||||||||||||
Low CQR
|
- | - | - | - | - | 218 | 218 | (16 | ) | - | 202 | |||||||||||||||||||||||||||||
Total
|
$ | 1,852 | $ | 12 | $ | 84 | $ | 1,948 | $ | 1,030 | $ | 96,769 | $ | 99,747 | $ | (9,002 | ) | $ | (18,589 | ) | $ | 72,156 |
|
31-60
Days Past
Due
|
61-90
Days
Past Due
|
Greater
than 90
Days Past Due
|
Total Past Due
|
Current
|
Unbilled Notes Receivable
|
Total Notes Payments
|
Non-Recourse Notes Payable
|
Net Credit Exposure
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
March 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
High CQR
|
$ | 1,342 | $ | 127 | $ | 832 | $ | 2,301 | $ | 3,450 | $ | 22,097 | $ | 27,848 | $ | (5,621 | ) | $ | 22,227 | |||||||||||||||||
Average CQR
|
1,379 | - | - | 1,379 | - | 2,566 | 3,945 | (1,203 | ) | 2,742 | ||||||||||||||||||||||||||
Low CQR
|
- | - | 726 | 726 | - | 2,511 | 3,237 | - | 3,237 | |||||||||||||||||||||||||||
Total
|
$ | 2,721 | $ | 127 | $ | 1,558 | $ | 4,406 | $ | 3,450 | $ | 27,174 | $ | 35,030 | $ | (6,824 | ) | $ | 28,206 | |||||||||||||||||
March 31, 2012
|
||||||||||||||||||||||||||||||||||||
High CQR
|
$ | - | $ | - | $ | - | $ | - | $ | 2,661 | $ | 18,140 | $ | 20,801 | $ | (292 | ) | $ | 20,509 | |||||||||||||||||
Average CQR
|
- | - | - | - | 29 | 2,113 | 2,142 | (203 | ) | 1,939 | ||||||||||||||||||||||||||
Low CQR
|
- | - | 86 | 86 | 387 | 3,884 | 4,357 | - | 4,357 | |||||||||||||||||||||||||||
Total
|
$ | - | $ | - | $ | 86 | $ | 86 | $ | 3,077 | $ | 24,137 | $ | 27,300 | $ | (495 | ) | $ | 26,805 |
|
March 31,
|
|||||||
|
2013
|
2012
|
||||||
Furniture, fixtures and equipment
|
$ | 9,274 | $ | 9,082 | ||||
Vehicles
|
285 | 312 | ||||||
Capitalized software
|
4,149 | 5,199 | ||||||
Leasehold improvements
|
2,556 | 2,446 | ||||||
Total assets
|
16,264 | 17,039 | ||||||
Accumulated depreciation and amortization
|
(14,051 | ) | (14,953 | ) | ||||
Property and equipment - net
|
$ | 2,213 | $ | 2,086 |
|
March 31,
|
|||||||
|
2013
|
2012
|
||||||
|
|
|
||||||
Unbilled accounts receivable
|
$ | 3,095 | $ | 4,304 | ||||
Prepaid assets
|
2,667 | 2,215 | ||||||
Other
|
3,345 | 2,575 | ||||||
Total other assets
|
$ | 9,107 | $ | 9,094 |
March 31,
|
||||||||
2013
|
2012
|
|||||||
|
|
|||||||
Accrued expenses
|
$ | 9,533 | $ | 15,386 | ||||
Other
|
10,731 | 9,501 | ||||||
Total accrued expenses and other liabilities
|
$ | 20,264 | $ | 24,887 |
|
March 31,
|
|||||||
|
2013
|
2012
|
||||||
|
|
|
||||||
Recourse note payable at 4.84% terminates on March 2, 2017
|
$ | 1,484 | $ | 1,727 | ||||
Non-recourse equipment notes secured by related investments in leases with interest rates ranging from
2.00% to 10.0% at March 31, 2013 and March 31, 2012
|
$ | 40,255 | $ | 26,328 |
|
Recourse Notes
|
Non-Recourse
|
||||||
|
Payable
|
Notes Payable
|
||||||
|
|
|
||||||
Year ending March 31, 2014
|
$ | 390 | $ | 22,169 | ||||
2015
|
390 | 13,126 | ||||||
2016
|
390 | 4,553 | ||||||
2017
|
314 | 401 | ||||||
2018 and thereafter
|
- | 6 | ||||||
$ | 1,484 | $ | 40,255 |
|
(in thousands)
|
|||
|
|
|||
Year ended March 31, 2014
|
$ | 3,347 | ||
2015
|
1,974 | |||
2016
|
844 | |||
2017
|
439 | |||
2018 and thereafter
|
205 | |||
$ | 6,809 |
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Basic and diluted shares outstanding
|
|
|
|
|||||||||
Weighted average shares outstanding — basic
|
7,810 | 8,002 | 8,201 | |||||||||
Effect of dilutive shares
|
93 | 93 | 152 | |||||||||
Weighted average shares outstanding — diluted
|
7,903 | 8,095 | 8,353 | |||||||||
Calculation of earnings per share - basic
|
||||||||||||
Net earnings
|
$ | 34,830 | $ | 23,367 | $ | 23,727 | ||||||
Net earnings attributable to participating securities
|
668 | 764 | 524 | |||||||||
Net earnings attributable to common shareholders
|
$ | 34,162 | $ | 22,603 | $ | 23,203 | ||||||
Earnings per share - basic
|
$ | 4.37 | $ | 2.82 | $ | 2.83 | ||||||
Calculation of earnings per share - diluted
|
||||||||||||
Net earnings attributable to common shareholders— basic
|
$ | 34,162 | $ | 22,603 | $ | 23,203 | ||||||
Add: undistributed earnings attributable to participating securities
|
4 | 8 | 9 | |||||||||
Net earnings attributable to common shareholders— diluted
|
$ | 34,166 | $ | 22,612 | $ | 23,213 | ||||||
Earnings per share - diluted
|
$ | 4.32 | $ | 2.79 | $ | 2.78 |
|
Number of Shares
|
Exercise Price Range
|
Weighted Average Exercise Price
|
Weighted Average Contractual Life Remaining (in years)
|
Aggregate Intrinsic Value
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Outstanding, April 1, 2012
|
145,000 | $ | 7.14 - $15.25 | $ | 11.91 |
|
|
|||||||||||||
Options exercised (1)
|
(105,000 | ) | $ | 7.14 - $15.25 | $ | 11.12 |
|
|
||||||||||||
Outstanding, March 31, 2013
|
40,000 | $ | 12.73 - $15.25 | $ | 13.99 | 1.5 | $ | 1,288,800 | ||||||||||||
Vested at March 31, 2013
|
40,000 | $ | 13.99 | 1.5 | $ | 1,288,800 | ||||||||||||||
Exercisable at March 31, 2013
|
40,000 | $ | 13.99 | 1.5 | $ | 1,288,800 |
(1)
|
The total intrinsic value of stock options exercised during the year ended March 31, 2013 was $2.9 million.
|
Options Outstanding and Exercisable
|
|||||||||||||
Range of Exercise Prices
|
Options
Outstanding
|
Weighted Average Exercise Price per Share
|
Weighted Average Contractual Life Remaining
(in years)
|
||||||||||
|
|
|
|
||||||||||
$12.73 | 20,000 | $ | 12.73 | 2.5 | |||||||||
$15.25 | 20,000 | $ | 15.25 | 0.5 | |||||||||
$12.73 - $15.25 | 40,000 | $ | 13.99 | 1.5 |
|
Number of Shares
|
Weighted Average Grant-date Fair Value
|
||||||
|
|
|
||||||
Nonvested April 1, 2012
|
276,130 | $ | 20.75 | |||||
Granted
|
105,198 | $ | 32.71 | |||||
Vested
|
(132,244 | ) | $ | 19.84 | ||||
Forfeited
|
(3,036 | ) | $ | 23.76 | ||||
Nonvested March 31, 2013
|
246,048 | $ | 26.32 |
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
|
|
|
|
|||||||||
Beginning balance
|
$ | 316 | $ | 719 | $ | 461 | ||||||
Additions for uncertain tax positions
|
- | - | 403 | |||||||||
Reductions to uncertain tax positions
|
- | (403 | ) | (145 | ) | |||||||
Ending balance
|
$ | 316 | $ | 316 | $ | 719 |
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
|
|
|
|
|||||||||
Statutory federal income tax rate
|
35 | % | 35 | % | 35 | % | ||||||
Income tax expense computed at the U.S. statutory federal rate
|
$ | 20,555 | $ | 13,850 | $ | 14,199 | ||||||
State income tax expense—net of federal benefit
|
2,894 | 2,096 | 1,861 | |||||||||
Non-deductible executive compensation
|
150 | 152 | 81 | |||||||||
Other
|
316 | 109 | 700 | |||||||||
Provision for income taxes
|
$ | 23,915 | $ | 16,207 | $ | 16,841 | ||||||
Effective income tax rate
|
40.7 | % | 41.0 | % | 41.5 | % |
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Current:
|
|
|
|
|||||||||
Federal
|
$ | 20,041 | $ | 12,266 | $ | 10,604 | ||||||
State
|
4,453 | 3,088 | 3,774 | |||||||||
Foreign
|
36 | 59 | 39 | |||||||||
Total current expense
|
24,530 | 15,413 | 14,417 | |||||||||
Deferred:
|
||||||||||||
Federal
|
(581 | ) | 814 | 2,846 | ||||||||
State
|
(34 | ) | (20 | ) | (422 | ) | ||||||
Total deferred expense (benefit)
|
(615 | ) | 794 | 2,424 | ||||||||
Provision for income taxes
|
$ | 23,915 | $ | 16,207 | $ | 16,841 |
|
March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Deferred Tax Assets:
|
|
|
|
|||||||||
Accrued vacation
|
$ | 1,345 | $ | 1,174 | $ | 1,174 | ||||||
Provision for bad debts
|
1,997 | 2,149 | 1,024 | |||||||||
State net operating loss carryforward
|
1,505 | 1,217 | 1,296 | |||||||||
Basis difference in fixed assets
|
- | - | 147 | |||||||||
Book compensation on discounted stock options
|
77 | 262 | 611 | |||||||||
Deferred compensation
|
898 | 797 | 716 | |||||||||
Deferred revenue
|
221 | 140 | 203 | |||||||||
Foreign tax credit
|
- | - | 72 | |||||||||
Federal net operating loss carry forward
|
168 | 111 | - | |||||||||
Other accruals and reserves
|
2,043 | 1,918 | 1,206 | |||||||||
Gross deferred tax assets
|
8,254 | 7,768 | 6,449 | |||||||||
Less: valuation allowance
|
(1,505 | ) | (1,217 | ) | (1,296 | ) | ||||||
Net deferred tax assets
|
6,749 | 6,551 | 5,153 | |||||||||
Deferred Tax Liabilities:
|
||||||||||||
Basis difference in fixed assets
|
(491 | ) | (378 | ) | - | |||||||
Basis difference in operating leases
|
(8,765 | ) | (9,764 | ) | (8,645 | ) | ||||||
Basis difference in tax deductible goodwill
|
(2,288 | ) | (2,195 | ) | (735 | ) | ||||||
Total deferred tax liabilities
|
(11,544 | ) | (12,337 | ) | (9,380 | ) | ||||||
Net deferred tax liabilities
|
$ | (4,795 | ) | $ | (5,786 | ) | $ | (4,227 | ) |
|
|
Fair Value Measurement Using
|
||||||||||||||||||
|
March 31, 2013
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
Total Gains (Losses)
|
|||||||||||||||
Liabilities:
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
||||||||||||||||
Contingent consideration
|
$ | 918 | $ | - | $ | - | $ | 918 | $ | - |
|
Fair Value Measurement Using
|
|||||||||||||||||||
March 31, 2012
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
Total Gains (Losses)
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|||||||||||||||
Contingent consideration
|
$ | 1,292 | $ | - | $ | - | $ | 1,292 | $ | - |
|
Year Ended March 31,
|
|||||||||||||||||||||||||||||||||||
|
2013
|
2012
|
2011
|
|||||||||||||||||||||||||||||||||
|
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Sales of product and services
|
$ | 936,228 | $ | - | $ | 936,228 | $ | 784,951 | $ | - | $ | 784,951 | $ | 672,303 | $ | - | $ | 672,303 | ||||||||||||||||||
Financing revenues
|
- | 38,384 | 38,384 | - | 30,899 | 30,899 | - | 35,367 | 35,367 | |||||||||||||||||||||||||||
Fee and other income
|
6,949 | 1,551 | 8,500 | 7,455 | 2,276 | 9,731 | 8,260 | 2,460 | 10,720 | |||||||||||||||||||||||||||
Patent settlement income
|
- | - | - | - | - | - | 125 | - | 125 | |||||||||||||||||||||||||||
Total revenues
|
943,177 | 39,935 | 983,112 | 792,406 | 33,175 | 825,581 | 680,688 | 37,827 | 718,515 | |||||||||||||||||||||||||||
Cost of sales, product and services
|
767,447 | - | 767,447 | 645,558 | - | 645,558 | 551,860 | - | 551,860 | |||||||||||||||||||||||||||
Direct lease costs
|
- | 10,892 | 10,892 | - | 8,508 | 8,508 | - | 9,212 | 9,212 | |||||||||||||||||||||||||||
Professional and other fees
|
9,638 | 3,460 | 13,098 | 10,283 | 1,461 | 11,744 | 14,014 | 1,369 | 15,383 | |||||||||||||||||||||||||||
Salaries and benefits
|
100,447 | 10,516 | 110,963 | 88,321 | 9,947 | 98,268 | 74,706 | 9,541 | 84,247 | |||||||||||||||||||||||||||
General and administrative expenses
|
19,028 | 1,071 | 20,099 | 16,627 | 3,872 | 20,499 | 13,220 | 1,461 | 14,681 | |||||||||||||||||||||||||||
Interest and financing costs
|
89 | 1,779 | 1,868 | 93 | 1,337 | 1,430 | 84 | 2,480 | 2,564 | |||||||||||||||||||||||||||
Earnings before provision for income taxes
|
$ | 46,528 | $ | 12,217 | $ | 58,745 | $ | 31,524 | $ | 8,050 | $ | 39,574 | $ | 26,804 | $ | 13,764 | $ | 40,568 | ||||||||||||||||||
Total assets
|
$ | 255,257 | $ | 182,615 | $ | 437,872 | $ | 241,488 | $ | 192,200 | $ | 433,688 | $ | 206,963 | $ | 182,228 | $ | 389,191 |
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
|
|
|
|
|||||||||
Revenue
|
|
|
|
|||||||||
U.S.
|
$ | 964,996 | $ | 812,364 | $ | 714,736 | ||||||
Non U.S.
|
18,116 | 13,217 | 3,779 | |||||||||
Total
|
$ | 983,112 | $ | 825,581 | $ | 718,515 |
|
As of March 31,
|
|||||||
2013
|
2012
|
|||||||
Assets
|
|
|
||||||
U.S.
|
$ | 435,486 | $ | 431,632 | ||||
Non U.S.
|
2,386 | 2,056 | ||||||
Total
|
$ | 437,872 | $ | 433,688 |
Year Ended March 31, 2013
|
||||||||||||||||||||||||||||||||||||
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
Annual Amount
|
||||||||||||||||||||||||||||||||
Previously
|
Adjust-
|
|
Previously
|
Adjust-
|
|
|
|
|
||||||||||||||||||||||||||||
Reported
|
ments
|
As restated
|
Reported
|
ments
|
As restated
|
As reported
|
As reported
|
As reported
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Total revenues
|
$ | 244,724 | $ | - | $ | 244,724 | $ | 260,051 | $ | - | $ | 260,051 | $ | 242,025 | $ | 236,312 | $ | 983,112 | ||||||||||||||||||
Total costs and expenses
|
231,161 | - | 231,161 | 243,143 | - | 243,143 | 226,496 | 223,567 | 924,367 | |||||||||||||||||||||||||||
Earnings before provision for income taxes
|
13,563 | - | 13,563 | 16,908 | - | 16,908 | 15,529 | 12,745 | 58,745 | |||||||||||||||||||||||||||
Provision for income taxes
|
5,501 | - | 5,501 | 6,875 | - | 6,875 | 6,496 | 5,043 | 23,915 | |||||||||||||||||||||||||||
Net earnings
|
$ | 8,062 | $ | - | $ | 8,062 | $ | 10,033 | $ | - | $ | 10,033 | $ | 9,033 | $ | 7,702 | $ | 34,830 | ||||||||||||||||||
Net earnings per common share—Basic (1)
|
$ | 1.04 | $ | (0.03 | ) | $ | 1.01 | $ | 1.29 | $ | (0.03 | ) | $ | 1.26 | $ | 1.11 | $ | 0.96 | $ | 4.37 | ||||||||||||||||
Net earnings per common share—Diluted (1)
|
$ | 1.02 | $ | (0.02 | ) | $ | 1.00 | $ | 1.27 | $ | (0.02 | ) | $ | 1.25 | $ | 1.11 | $ | 0.95 | $ | 4.32 |
Year Ended March 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
Annual Amount
|
||||||||||||||||||||||||||||||||||||||||||||||||
Previously
|
Adjust-
|
|
Previously
|
Adjust-
|
|
Previously
|
Adjust-
|
|
Previously
|
Adjust-
|
|
|
||||||||||||||||||||||||||||||||||||||||
Reported
|
ments
|
As restated
|
Reported
|
ments
|
As restated
|
Reported
|
ments
|
As restated
|
Reported
|
ments
|
As restated
|
As restated
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Total revenues
|
$ | 178,899 | $ | - | $ | 178,899 | $ | 203,655 | $ | - | $ | 203,655 | $ | 224,028 | $ | - | $ | 224,028 | $ | 218,999 | $ | - | $ | 218,999 | $ | 825,581 | ||||||||||||||||||||||||||
Total costs and expenses
|
172,616 | - | 172,616 | 191,807 | - | 191,807 | 209,594 | - | 209,594 | 211,990 | - | 211,990 | 786,007 | |||||||||||||||||||||||||||||||||||||||
Earnings before provision for income taxes
|
6,283 | - | 6,283 | 11,848 | - | 11,848 | 14,434 | - | 14,434 | 7,009 | - | 7,009 | 39,574 | |||||||||||||||||||||||||||||||||||||||
Provision for income taxes
|
2,580 | - | 2,580 | 4,784 | - | 4,784 | 5,691 | - | 5,691 | 3,152 | - | 3,152 | 16,207 | |||||||||||||||||||||||||||||||||||||||
Net earnings
|
$ | 3,703 | $ | - | $ | 3,703 | $ | 7,064 | $ | - | $ | 7,064 | $ | 8,743 | $ | - | $ | 8,743 | $ | 3,857 | $ | - | $ | 3,857 | $ | 23,367 | ||||||||||||||||||||||||||
Net earnings per common share—Basic (1)
|
$ | 0.45 | $ | (0.02 | ) | $ | 0.43 | $ | 0.87 | $ | (0.04 | ) | $ | 0.83 | $ | 1.12 | $ | (0.04 | ) | $ | 1.08 | $ | 0.50 | $ | (0.02 | ) | $ | 0.48 | $ | 2.82 | ||||||||||||||||||||||
Net earnings per common share—Diluted (1)
|
$ | 0.44 | $ | (0.01 | ) | $ | 0.43 | $ | 0.85 | $ | (0.03 | ) | $ | 0.82 | $ | 1.10 | $ | (0.03 | ) | $ | 1.07 | $ | 0.49 | $ | (0.01 | ) | $ | 0.48 | $ | 2.79 |
(1)
|
Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.
|
Balance at
|
Charged to
|
|
|
|||||||||||||
Beginning of
|
Costs and
|
Deductions/
|
Balance at End
|
|||||||||||||
Period
|
Expenses
|
Write-Offs
|
of Period
|
|||||||||||||
|
|
|
|
|||||||||||||
Allowance for Sales Returns (1)
|
|
|
|
|
||||||||||||
Year Ended March 31, 2011
|
$ | 330 | $ | 689 | $ | (672 | ) | $ | 347 | |||||||
Year Ended March 31, 2012
|
347 | 1,054 | (974 | ) | 427 | |||||||||||
Year Ended March 31, 2013
|
427 | 1,404 | (1,288 | ) | 543 | |||||||||||
Reserve for Credit Losses
|
||||||||||||||||
Year Ended March 31, 2011
|
$ | 3,585 | $ | 85 | $ | (899 | ) | $ | 2,771 | |||||||
Year Ended March 31, 2012
|
2,771 | 3,212 | (377 | ) | 5,606 | |||||||||||
Year Ended March 31, 2013
|
5,606 | (334 | ) | (144 | ) | 5,128 | ||||||||||
Valuation for Deferred Taxes
|
||||||||||||||||
Year Ended March 31, 2011
|
$ | 1,250 | $ | 46 | $ | - | $ | 1,296 | ||||||||
Year Ended March 31, 2012
|
1,296 | (79 | ) | - | 1,217 | |||||||||||
Year Ended March 31, 2013
|
1,217 | 288 | - | 1,505 |
(1)
|
These amounts represent the gross margin effect of sales returns during the respective years. Expected merchandise returns after year-end for sales made before year-end were $3.4 million, $3.2 million, and $2.8 million as of March 31, 2012, 2011, and 2010, respectively.
|
|
1.
|
Restricted Stock Award – Terms and Conditions
. This Agreement confirms the grant under and subject to the provisions of the
e
Plus inc. 2012 Employee
Long-Term Incentive Plan (the “
Plan
”) and the terms and conditions set forth herein (“
Terms
and Conditions
”) to the above-named Participant of the number of a Restricted Stock award of such number of shares of common stock, $0.01 par value per share (the “
Common Stock
”), of the Company as set forth above. This Agreement merely evidences such grant, and does not constitute property of any nature or type or confer any additional rights. This grant is subject in all respects to the applicable terms of the Plan. A copy of the Plan (or related Prospectus delivered to you with this Agreement) may be obtained at no cost by contacting the HR Department at
hr@eplus.com
.
|
|
2.
|
Restriction Period
. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending on
[INSERT VESTING DATE(S)]
or, if earlier, upon termination of employment as the result of Participant’s death or Disability or upon a Change in Control, as defined in the Plan, provided Participant is in employment with the Company on the date of the Change in Control (the “
Restriction Period
”). Upon termination of Participant’s employment for any other reason prior to the date that Participant becomes 100% vested in the Award, the unvested Shares shall be forfeited immediately and Participant shall have no right with respect to the unvested Shares. No additional Shares shall vest after the date of termination of Participant’s employment.
|
|
3.
|
Restrictions and Forfeiture
. The Restricted Stock is granted to the Participant subject to the prohibitions on transfer set forth in Section 6 below, which shall lapse, if at all, upon the expiration of the Restriction Period as described in Section 7 below.
|
|
4.
|
Rights During Restriction Period
. During the Restriction Period, the Participant may exercise full voting rights with respect to all Restricted Stock subject to the award. The Restricted Stock shall accrue dividends that will be credited in the form of cash or securities, as applicable, to the Participant’s account, on the date the dividend is issued. At the end of the Restriction Period, all credited cash dividends or securities, as applicable, will be distributed to the Participant. If the number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Company, the Restricted Stock subject to this award shall be adjusted to correspond to the change in the outstanding shares of the Company’s Common Stock. For the avoidance of doubt, upon the expiration of the Restriction Period, the Participant may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of shares to which the Participant is entitled pursuant hereto.
|
|
5.
|
Release of Award
. Provided the award has not previously been forfeited, as soon as reasonably practicable following the expiration of the Restriction Period and the satisfaction of the applicable tax withholding obligations, the Company shall at its option, cause the Restricted Stock to which the Participant is entitled pursuant hereto (i) to be released without restriction on transfer by delivery to the custody of the Participant of a stock certificate in the name of the Participant or his or her designee, or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Participant or his or her designee maintained by the Company’s stock transfer agent or its designee.
|
|
6.
|
Prohibition Against Transfer
. Until the expiration of the Restriction Period, the award and the Restricted Stock subject to the award and the rights granted under the Terms and Conditions and this Agreement are not transferable except to family members or trusts by will or by the laws of descent and distribution, provided that the award and the Restricted Stock may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period, the award and shares of Restricted Stock may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.
|
|
7.
|
Forfeiture; Termination of Employment
. Shares of Restricted Stock that are included in this award shall be forfeited by the Participant upon the Participant’s termination of employment prior to vesting for any reason other than death or Disability, as defined in the Plan. All shares of Restricted Stock will immediately vest upon a Change in Control, as defined in the Plan, provided Participant is in employment with the Company on the date of the Change in Control.
|
|
8.
|
Tax Withholding
. Participant shall be required to meet any applicable tax withholding obligations in accordance with the provisions of the Plan. The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of Shares to satisfy any tax withholding obligations as it deems necessary and appropriate.
|
|
9.
|
Tax Elections
. Participant acknowledges that Participant has considered the advisability of all tax elections in connection with the purchase of the Shares, including the making of an election under Section 83(b) under the Internal Revenue Code of 1986, as amended (“Code”); Participant further acknowledges that the Company has no responsibility for the making of such Section 83(b) election. In the event Participant determines to make a Section 83(b) election, Participant agrees to timely provide a copy of the election to the Company as required under the Code.
|
|
10.
|
Miscellaneous
. These Terms and Conditions and other portions of this Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 7 and 8 of the Plan, may not be amended without the written consent of both the Company and the Participant.
|
|
11.
|
No Agreement to Employ
. The Agreement shall not in any way interfere with or limit the right of the Company to terminate the Participant’s employment or service with the Company at any time, and no contract or right of employment shall be implied by the Terms and Conditions and this Agreement of which they form a part.
|
|
12.
|
Incorporation of Plan Provisions
. The Terms and Conditions and this Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference (including without limitation, Section 6(g)(xii) of the Plan, such that the Participant may be subject to the forfeiture of the unvested portion of this Restricted Stock award and must return any vested shares already delivered pursuant to this Agreement in certain circumstances described in that section). Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of the Terms and Conditions and this Agreement, and the Plan, the terms of Plan shall govern.
|
|
13.
|
Adjustment of Award
. In the event it is determined that the grant, vesting or Common Stock delivery or cash payment under an award of Restricted Stock was made based on incorrect financial results, the Compensation Committee of the Board of Directors will review such grant, vesting, delivery or payment. If the amount of the grant, vesting, delivery or payment would have been lower had the level of achievement of applicable financial performance goals been calculated based on the correct financial results, the Compensation Committee may, in its sole discretion, adjust (
i.e.
, lower) the amount of such grant, vesting, delivery or payment so that it reflects the amount that would have applied based on the correct financial results and, to the extent permitted by applicable law, require the reimbursement by the Participant of any amount delivered or paid to or received by the Participant with respect to such award. Additionally, Common Stock deliveries or cash payments under this Agreement are subject to recovery by the Company to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder.
|
|
14.
|
Parachute Payments
. In the event that any payment or benefit received or to be received by the Participant under this Agreement or any other award under the Plan in connection with a Change in Control, as defined in the Plan, (collectively, the “
Change in Control Payments
”) would (i) constitute (together with other payments or benefits contingent on a Change in Control) a “
parachute payment
” within the meaning of Section 280G of the Code or any successor provision and (ii) but for this section, be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (the “
Excise Tax
”), then the Participant shall receive:
|
|
(A)
|
the full amount of such Change in Control Payments, or
|
|
(B)
|
such lesser amount of such Change in Control Payments, which would result in no portion of such Change in Control Payments being subject to the Excise Tax,
|
|
15.
|
Committee Authority
. The Committee will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares of Restricted Stock have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons.
|
|
16.
|
Entire Agreement
. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements and understandings of the parties, either express or implied.
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e
Plus inc.
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Participant
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By:
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Name
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Name
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Title
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Date
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1.
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Restricted Stock Unit Award – Terms and Conditions
. This Agreement confirms the grant under and subject to the provisions of the
e
Plus inc. 2012 Employee Incentive Plan (the “
Plan
”) and upon the terms and conditions set forth herein (“
Terms and Conditions
”) to the above-named Participant of the number of Restricted Stock Units set forth above (such units, as may be adjusted in accordance with Section 4 of these Terms and Conditions, the “
Restricted Units
”). This Agreement does not constitute ownership of any Shares of
e
Plus inc. (the “
Company
”) or confer any rights associated with the ownership of shares, except as expressly set forth herein. This grant is subject in all respects to the applicable terms of the Plan. At all times, each Restricted Unit shall be equal in value to one share of common stock, $0.01 par value per share of the Company (a “
Share
”). A copy of the Plan (or related Prospectus delivered to you with this Agreement) may be obtained at no cost by contacting the HR Department at hr@eplus.com.
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2.
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Restriction Period
. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending on
[INSERT VESTING DATE(S)]
or, if earlier, upon termination of employment as the result of Participant’s death or Disability or upon a Change in Control, as defined in the Plan, provided Participant is in employment with the Company on the date of the Change in Control (the “
Restriction Period
”). Upon termination of Participant’s employment for any other reason prior to the date that Participant becomes 100% vested in the Award, the unvested shares shall be forfeited immediately and Participant shall have no right with respect to the unvested shares. No additional shares shall vest after the date of termination of Participant’s employment.
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3.
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Payout of Award
. Provided the Award has not previously been forfeited, within two and one-half months after the expiration of the Restriction Period and upon the satisfaction of the applicable tax withholding obligations, (i) if the Award is to be paid in Shares, the Company shall issue to the Participant the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period; or (ii) if the Award is to be paid in cash, the Company shall pay to the Participant a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period. If the Award is to be paid in Shares, upon payout the Company shall at its option, cause such Shares as to which the Participant is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Participant of a stock certificate in the name of the Participant or his or her designee, or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Participant or his or her designee maintained by the Company’s stock transfer agent or its designee. A Participant shall have no further rights with regard to the Restricted Units once the cash payment or underlying Shares have been delivered.
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4.
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Rights During Restriction Period
. During the Restriction Period, the Participant shall not have any rights as a shareholder with respect to the Shares underlying the Restricted Units, no dividend rights and no voting rights with respect to the Restricted Units or any Shares underlying or issuable in respect of such Restricted Units until such Shares are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate evidencing such Shares. If the number of outstanding shares of Share is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Company, the Restricted Units subject to this Award shall be adjusted to correspond to the change in the Company’s outstanding shares of Share. If the Award is to be paid in Shares, upon the expiration of the Restriction Period and payout of the Award pursuant to Section 3, the Participant may exercise voting rights and shall be entitled to receive any subsequent dividends declared by the board of directors of the Company.
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5.
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Prohibition Against Transfer
. Until the expiration of the Restriction Period, the Award, the Restricted Units subject to the Award, any interest in the Shares (in the case of a payment to be made in Shares) or cash to be paid, as applicable, related thereto, and the rights granted under the Terms and Conditions and this Agreement are not transferable except to family members or trusts by will or by the laws of descent and distribution, provided that the Award, the Restricted Units subject to the Award, and any interest in the Shares or cash to be paid, as applicable, related thereto may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period, the Award, the Restricted Units subject to the Award and any interest in the Shares (in the case of a payment to be made in Shares) or cash to be paid, as applicable, related thereto, may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.
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6.
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Forfeiture; Termination of Employment
. No shares of Share shall be issued to the Participant prior to the date on which the Restricted Stock Units vest, and shall be forfeited by the Participant upon the Participant’s termination of employment prior to vesting for any reason other than death or Disability, as defined in the Plan. All shares of restricted stock units will immediately vest upon a Change in Control, as defined in the Plan, provided Participant’s in employment with the Company on the date of the Change in Control.
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7.
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Withholding
. Participant shall be required to meet any applicable tax withholding obligations in accordance with the provisions of the Plan. If the Award is to be paid in Shares, the Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of Shares to satisfy any tax withholding obligations as it deems necessary and appropriate.
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8.
|
Miscellaneous
. These Terms and Conditions and other portions of this Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 7 and 8 of the Plan, may not be amended without the written consent of both the Company and the Participant. The Agreement shall not in any way interfere with or limit the right of the Company to terminate the Participant’s employment or service with the Company at any time, and no contract or right of employment shall be implied by the Terms and Conditions and this Agreement of which they form a part.
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9.
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Incorporation of Plan Provisions
. The Terms and Conditions and this Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference (including without limitation, Section 6(g)(xii) of the Plan, such that the Participant may be subject to the forfeiture of the unvested portion of this Restricted Unit Award and must return any vested Restricted Units and/or shares already delivered pursuant to this Agreement in certain circumstances described in that Section). Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of the Terms and Conditions and this Agreement, and the Plan, the terms of Plan shall govern.
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10.
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Section 409A
. This Agreement is intended to constitute a “short-term deferral” as defined in Treasury Regulations Section 1.409A-1(b)(4) and shall be so interpreted.
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11.
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Adjustment of Award
. In the event it is determined that the grant, vesting or Share delivery or cash payment under an Award of Restricted Stock Units
was made based on incorrect financial results, the Compensation Committee of the Board of Directors will review such grant, vesting, delivery or payment. If the amount of the grant, vesting, delivery or payment would have been lower had the level of achievement of applicable financial performance goals been calculated based on the correct financial results, the Compensation Committee may, in its sole discretion, adjust (i.e., lower) the amount of such grant, vesting, delivery or payment so that it reflects the amount that would have applied based on the correct financial results and, to the extent permitted by applicable law, require the reimbursement by the Participant of any amount delivered or paid to or received by the Participant with respect to such Award. Additionally, Share deliveries or cash payments under this Agreement are subject to recovery by the Company to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder.
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12.
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Parachute Payments
. In the event that any payment or benefit received or to be received by the Participant under this Agreement or any other award under the Plan in connection with a Change in Control, as defined in the Plan, (collectively, the “Change in Control Payments”) would (i) constitute (together with other payments or benefits contingent on a Change in Control) a “parachute payment” within the meaning of section 280G of the Code or any successor provision and (ii) but for this section, be subject to the excise tax imposed by section 4999 of the Code or any successor provision (the “Excise Tax”), then the Participant shall receive:
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(C)
|
the full amount of such Change in Control Payments, or
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(D)
|
such lesser amount of such Change in Control Payments, which would result in no portion of such Change in Control Payments being subject to the Excise Tax,
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13.
|
Committee Authority
. The Committee will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not the Restriction Period has expired or terminated). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons.
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14.
|
Entire Agreement
. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements and understandings of the parties, either express or implied.
|
e
Plus inc.
|
Participant
|
|||
By:
|
||||
Name
|
Name
|
|||
Title
|
Date
|
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1.
|
I have reviewed this annual report on Form 10-K of
e
Plus inc.;
|
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have:
|
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ PHILLIP G. NORTON
|
|
Phillip G. Norton
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of
e
Plus inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
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4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ ELAINE D. MARION
|
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Elaine D. Marion
|
|
Chief Financial Officer
|
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(Principal Financial Officer)
|
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a)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
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b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
e
Plus inc.
|
/s/ PHILLIP G. NORTON
|
|
Phillip G. Norton Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ ELAINE D. MARION
|
|
Elaine D. Marion Chief Financial Officer
|
|
(Principal Financial Officer)
|