Delaware
|
|
54-1817218
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock, $.01 par value
|
NASDAQ Global Select Market
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
(do not check if smaller reporting company)
|
Smaller reporting company
☐
|
Emerging growth company
☐
|
|
|
Page
|
|
|
|
1 | ||
|
|
|
Part I
|
|
|
|
|
|
Item 1.
|
3
|
|
|
13
|
|
Item 1A.
|
14
|
|
Item 1B.
|
23
|
|
Item 2.
|
23
|
|
Item 3.
|
23
|
|
Item 4.
|
23
|
|
|
|
|
Part II
|
|
|
|
|
|
Item 5.
|
24
|
|
Item 6.
|
27
|
|
Item 7.
|
31
|
|
Item 7A.
|
49
|
|
Item 8.
|
49
|
|
Item 9.
|
50
|
|
Item 9.A
|
50
|
|
Item 9B.
|
51
|
|
|
|
|
Part III
|
|
|
|
|
|
Item 10.
|
52
|
|
Item 11.
|
52
|
|
Item 12.
|
52
|
|
Item 13.
|
52
|
|
Item 14.
|
52
|
|
|
|
|
Part IV
|
|
|
|
|
|
Item 15.
|
53
|
|
Item 16.
|
56
|
|
57
|
· |
national and international political instability fostering uncertainty and volatility in the global economy including exposure to fluctuation in foreign currency rates, and downward pressure on prices;
|
· |
significant adverse changes in, reductions in, or loss of our largest volume customer or one or more of our large volume customers, or vendors;
|
· |
exposure to changes in, interpretations of, or enforcement trends in legislation and regulatory matters;
|
· |
the creditworthiness of our customers and our ability to reserve adequately for credit losses;
|
· |
reduction of vendor incentives provided to us;
|
· |
we offer a comprehensive set of solutions — integrating information technology (IT) product sales, third-party software assurance and maintenance, our advanced professional and managed services, our proprietary software, and financing, and encounter the following challenges, risks, difficulties and uncertainties:
|
· |
managing a diverse product set of solutions in highly competitive markets with a number of key vendors;
|
· |
increasing the total number of customers utilizing integrated solutions by up-selling within our customer base and gaining new customers;
|
· |
adapting to meet changes in markets and competitive developments;
|
· |
maintaining and increasing advanced professional services by retaining highly skilled, competent, personnel and vendor certifications;
|
· |
increasing the total number of customers who utilize our managed services and professional services and continuing to enhance our managed services offerings to remain competitive in the marketplace;
|
· |
performing professional and managed services competently;
|
· |
maintaining our proprietary software and updating our technology infrastructure to remain competitive in the marketplace; and
|
· |
reliance on third parties to perform some of our service obligations;
|
· |
changes in the IT industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service and software as a service;
|
· |
our dependency on continued innovations in hardware, software, and services offerings by our vendors and our ability to partner with them;
|
· |
future growth rates in our core businesses;
|
· |
failure to comply with public sector contracts or applicable laws;
|
· |
changes to or loss of members of our senior management team and/or failure to successfully implement succession plans;
|
· |
our dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel;
|
· |
our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies;
|
· |
a possible decrease in the capital spending budgets of our customers or a decrease in purchases from us;
|
· |
our contracts may not be adequate to protect us, and we are subject to audit in which we may not pass, and our professional and liability insurance policies coverage may be insufficient to cover a claim;
|
· |
disruptions or a security breach in our IT systems and data and audio communication networks;
|
· |
our ability to secure our customers’ electronic and other confidential information, and remain secure during a cyber-security attack;
|
· |
our ability to raise capital, maintain or increase as needed our lines of credit with vendors or floor planning facility, or obtain debt for our financing transactions
or the effect of those changes on our common stock or its holders;
|
· |
our ability to realize our investment in leased equipment;
|
· |
our ability to successfully perform due diligence and integrate acquired businesses;
|
· |
the possibility of goodwill impairment charges in the future;
|
· |
our ability to protect our intellectual property rights and successfully defend any challenges to the validity of our patents or allegations that we are infringing upon any third party patents, and the costs associated with those actions, and, when appropriate, license required technology; and
|
· |
significant changes in accounting standards including changes to the financial reporting of leases which could impact the demand for our leasing services, or misclassification of products and services we sell resulting in the misapplication of revenue recognition policies or inaccurate costs and completion dates for our services which could affect our estimates.
|
· |
e
Plus Technology, inc.;
|
· |
e
Plus Software LLC;
|
· |
e
Plus Technology Services, inc.
|
· |
e
Plus Cloud Services, inc., and
|
· |
IGXGlobal UK, Limited
|
· |
e
Plus Group, inc.;
|
· |
e
Plus Government, inc.;
|
· |
e
Plus Canada Company;
|
· |
e
Plus Capital, inc.;
|
· |
e
Plus Iceland, inc., and
|
· |
IGX Capital UK, Ltd.
|
· |
Hybrid IT Strategy.
Over the past several years, cloud architectures and cloud-enabled frameworks, whether public, private, or hybrid, have become the core foundation of modern IT. Our strategy is to assist our clients in assessing, defining and deploying private and hybrid clouds that align with their business needs. This strategy leverages our strength in deploying private clouds, while also incorporating elements of the public cloud. By assessing their applications, workloads, business requirements, etc., we deploy solutions that leverage the best of all technology platforms and consumption models. For example, we may build a private cloud solution to host mission critical applications, while creating a public cloud solution for development, collaboration, or disaster recovery. As the market continues to mature, we will continue to build and acquire skills that align with agile development (DevOps), application refactoring and analytics. Our cloud strategy is tightly aligned with all of our key strategic initiatives, including security, digital infrastructure, and IT.
|
· |
Increasing sophistication and incidences of IT security breaches and cyber-attacks.
Over the last decade, cyber-attacks have become more sophisticated, more numerous and pervasive, and increasingly difficult to safeguard against. Most experts believe that it isn’t a matter of if a cyber attack will affect an organization; it’s a matter of when and how often. We believe our customers are focused on all aspects of cyber security, including intellectual property, data and business processes, as well as compliance with an increasing number of general and industry-specific government regulations. In order to meet current and future security threats, enterprises must implement solutions that are fully-integrated and capable of monitoring, detecting, containing and remediating security threats and attacks.
|
· |
Disruptive technologies are creating complexity and challenges for customers and vendors.
The rapid evolution of disruptive technologies, and the speed by which they impact organizations’ IT infrastructures, has made it difficult for customers to effectively design, procure, implement and manage their own IT systems. Moreover, increased budget pressures, fewer internal resources, a fragmented vendor landscape and fast time-to-value expectations make it challenging for customers to design, implement and manage secure, efficient and cost-effective IT environments. Customers are increasingly turning to IT solutions providers such as
e
Plus to implement these complex IT offerings such as software defined infrastructure, cloud computing, converged and hyper-converged infrastructures, big data analytics, and flash storage
|
· |
Customer IT decision making is shifting from IT departments to line-of- business personnel.
As IT consumption shifts from legacy, on-premise infrastructure to agile ‘on-demand’ and ‘as-a-service’ solutions, customer procurement decisions are being shifted from traditional IT personnel to lines-of-business personnel, which is changing the customer engagement model and types of consultative services required to fulfill customer needs. In addition, many of the services create recurring revenue streams paid over time, rather than upfront revenue.
|
· |
Lack of sufficient internal IT resources at mid-sized and large enterprises, and scarcity of IT personnel in certain high-demand disciplines
.
We believe that IT departments at mid-sized and large enterprises are facing pressure to deliver emerging technologies and business outcomes, but lack the properly trained staff and the ability to hire personnel with high demand disciplines such as security and data analytics. At the same time the prevalence of security threats, increased use of cloud computing, software-defined networking, new architectures and rapid software development frameworks, the proliferation of mobile devices and bring-your-own-device (BYOD) policies, and complexity of multi-vendor solutions, have made it difficult for IT departments to implement high-quality IT solutions.
|
· |
Reduction in the number of IT solutions providers
.
We believe that customers are seeking to reduce the number of solutions providers they do business with to improve supply chain and internal efficiencies, enhance accountability, improve supplier management practices and reduce costs. As a result, customers are required to select IT solutions providers that are capable of delivering complex multi-vendor IT solutions.
|
· |
Increasing need for third-party services.
We believe that customers are relying on third-party service providers to manage significant aspects of their IT environment, from design, implementation, pre- and post-sales support, maintenance, engineering, cloud management, security operations, and other services.
|
· |
IT Sales:
Our offerings consist of hardware, software, maintenance, software assurance and services. We believe that our customers view technology purchases as integrated solutions, rather than discrete product and service categories, and the majority of our sales are derived from integrated solutions involving our customers’ data center, network, and collaboration infrastructure. We hold various technical and sales related certifications that authorize us to market their products and enable us to provide advanced professional services. We actively engage with emerging vendors to offer their technologies to our customers. Our flexible platform and customizable catalogs facilitate the addition of new vendors’ products with minimal incremental effort.
|
· |
Advanced Professional and Managed Services:
We provide a range of advanced professional and managed services to help our customers improve productivity, profitability and revenue growth while reducing operating costs. Our solutions and services include the following:
|
· |
ePlus managed services
offer a flexible subscription model to monitor, manage, and maximize business critical technologies—including cloud, security, data center, mobility, and collaboration;
|
· |
Professional services
focused on cloud infrastructure, unified communications, collaboration, networking, storage, hyper-converged infrastructure, virtual desktop infrastructure, supported by security and managed services solutions;
|
· |
Security solutions
help safeguard our customers’ IT infrastructure through environment analysis, risk identification and the implementation of security solutions and processes;
|
· |
Staff augmentation services
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, which also includes services, such as Virtual Chief Information Officer (vCIO) and Virtual Chief Information Security Officer (vCISO), used to help complement existing personnel and build three to five year IT roadmaps;
|
· |
Server and desktop support
provides outsourcing services to respond to our customers’ business demands while minimizing overhead;
|
· |
Project management services
enhance productivity and collaboration to enable successful implementations.
|
· |
Proprietary Software:
Our line of proprietary software products is called OneSource® and consists of the following products:
|
· |
OneSource®IT
is an online web based software portal for customers purchasing IT equipment, software, and services from us;
|
· |
OneSource® Procurement
is a complete web-based software tool to facilitate procurement of any type of asset;
|
· |
OneSource® Asset Management
is a software platform for managing and tracking corporate assets including vendor maintenance contracts; and
|
· |
OneSource® DigitalPaper
is a document management software application.
|
· |
Leasing and Financing:
We specialize in financing arrangements, including direct financing, sales-type and operating leases; notes receivable, and consumption-based financing arrangements; and underwriting and management of IT equipment and assets. Our financing operations include sales, pricing, credit, contracts, accounting, risk management and asset management.
|
· |
Front-end processing, such as eProcurement, order aggregation, order automation, vendor performance measurement, ordering, reconciliation, and payment;
|
· |
Lifecycle and asset ownership services, including asset management, change management, and property tax filing; and
|
· |
End-of-life services such as equipment audit, removal, and disposal.
|
•
|
Consolidated Communications IT services and integration business (“Consolidated IT Services”), providing data center, unified communications, networking, and security solutions - Expansion of sales presence in the upper Midwest.
|
•
|
IGX Acquisition Global LLC , and IGX Support, LLC, including IGX Acquisition’s wholly-owned subsidiary, IGXGlobal UK Limited (collectively, "IGX") - Expansion of sales presence in New York and New England, as well as an operating branch in London that serves the United Kingdom and global customers;
|
•
|
Granite Business Solutions, Inc. (“Evolve”) - West Coast operations expansion and broadened SLED customer base;
|
•
|
AdviStor - Upstate New York operations expansion and broadened storage offerings and expertise;
|
•
|
pbm (Pacific Blue Micro) - Expansion of West Coast operations;
|
March 31,
|
||||||||||||
2017
|
2016
|
Change
|
||||||||||
Sales and Marketing
|
493
|
457
|
36
|
|||||||||
Professional Services
|
400
|
342
|
58
|
|||||||||
Administration
|
200
|
195
|
5
|
|||||||||
Software Development and Internal IT
|
73
|
73
|
-
|
|||||||||
Executive Management
|
7
|
7
|
-
|
|||||||||
1,173
|
1,074
|
99
|
Name
|
Age
|
Position
|
|
Phillip G. Norton
|
73
|
Executive Chairman
|
|
Mark P. Marron
|
55
|
Chief Executive Officer and President
|
|
Elaine D. Marion
|
49
|
Chief Financial Officer
|
ITEM 5.
|
Quarter Ended
|
High
|
Low
|
||||||
Fiscal Year 2017
|
||||||||
March 31, 2017
|
$
|
70.50
|
$
|
54.28
|
||||
December 31, 2016
|
$
|
59.67
|
$
|
44.20
|
||||
September 30, 2016
|
$
|
47.73
|
$
|
39.09
|
||||
June 30, 2016
|
$
|
46.54
|
$
|
36.18
|
||||
Fiscal Year 2016
|
||||||||
March 31, 2016
|
$
|
48.10
|
$
|
30.89
|
||||
December 31, 2015
|
$
|
54.67
|
$
|
38.86
|
||||
September 30, 2015
|
$
|
40.90
|
$
|
35.70
|
||||
June 30, 2015
|
$
|
44.64
|
$
|
37.09
|
Period
|
Total
number of
shares
purchased
(1)
|
Average
price paid
per share
|
Total number of
shares
purchased as
part of publicly
announced plans
or programs
|
Maximum number (or
approximate dollar
value) of shares that
may yet be purchased
under the plans or
programs
|
||||||||||||
April 1, 2016 through April 30, 2016
|
226,070
|
$
|
40.35
|
226,070
|
541,326
|
(2)
|
||||||||||
May 1, 2016 through May 31, 2016
|
157,318
|
$
|
40.80
|
157,318
|
384,008
|
(3)
|
||||||||||
June 1, 2016 through June 30, 2016
|
129,668
|
$
|
42.39
|
70,196
|
313,812
|
(4)
|
||||||||||
July 1, 2016 through July 31, 2016
|
167,020
|
$
|
41.24
|
167,020
|
146,792
|
(5)
|
||||||||||
August 1, 2016 through August 16, 2016
|
36,358
|
$
|
41.44
|
36,358
|
110,434
|
(6)
|
||||||||||
August 19, 2016 through August 31, 2016
|
-
|
$
|
-
|
-
|
1,000,000
|
(7)
|
||||||||||
September 1, 2016 through September 30, 2016
|
-
|
$
|
-
|
-
|
1,000,000
|
(8)
|
||||||||||
October 1, 2016 through October 31, 2016
|
-
|
$
|
-
|
-
|
1,000,000
|
(9)
|
||||||||||
November 1, 2016 through November 30, 2016
|
-
|
$
|
-
|
-
|
1,000,000
|
(10)
|
||||||||||
December 1, 2016 through December 31, 2016
|
-
|
$
|
-
|
-
|
1,000,000
|
(11)
|
||||||||||
January 1, 2017 through January 31, 2017
|
-
|
$
|
-
|
-
|
1,000,000
|
(12)
|
||||||||||
February 1, 2017 through February 28, 2017
|
-
|
$
|
-
|
-
|
1,000,000
|
(13)
|
||||||||||
March 1, 2017 through March 31, 2017
|
-
|
$
|
-
|
-
|
1,000,000
|
(14)
|
(1) |
All shares acquired were in open-market purchases, except for 59,472 shares, which were repurchased in June 2016 to satisfy tax withholding obligations that arose due to the vesting of shares of restricted stock.
|
(2) |
The share purchase authorization in place for the month ended April 30, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of April 30, 2016, the remaining authorized shares to be purchased were 541,326.
|
(3) |
The share purchase authorization in place for the month ended May 31, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of May 31, 2016, the remaining authorized shares to be purchased were 384,008.
|
(4) |
The share purchase authorization in place for the month ended June 30, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of June 30, 2016, the remaining authorized shares to be purchased were 313,812.
|
(5) |
The share purchase authorization in place for the month ended July 31, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of July 31, 2016, the remaining authorized shares to be purchased were 146,792.
|
(6) |
As of August 16, 2016 the authorization under the then existing share purchase plan expired.
|
(7) |
On August 9, 2016, the Board of Directors authorized the company to repurchase up to 1,000,000 shares of its outstanding common stock commencing on August 19, 2016 through August 18, 2017. As of August 31, 2016, the remaining authorized shares to be purchased were 1,000,000.
|
(8) |
The share purchase authorization in place for the month ended September 30, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of September 30, 2016, the remaining authorized shares to be purchased were 1,000,000.
|
(9) |
The share purchase authorization in place for the month ended October 31, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of October 31, 2016, the remaining authorized shares to be purchased were 1,000,000.
|
(10) |
The share purchase authorization in place for the month ended November 30, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of November 30, 2016, the remaining authorized shares to be purchased were 1,000,000.
|
(11) |
The share purchase authorization in place for the month ended December 31, 2016 had purchase limitations on the number of shares of up to 1,000,000 shares. As of December 31, 2016, the remaining authorized shares to be purchased were 1,000,000.
|
(12) |
The share purchase authorization in place for the month ended January 31, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of January 31, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
(13) |
The share purchase authorization in place for the month ended February 28, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of February 28, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
(14) |
The share purchase authorization in place for the month ended March 31, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of March 31, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
For the years ended March 31,
|
||||||||||||||||||||
Statement of Operations Data:
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||||||||||
(in thousands, except per share data)
|
||||||||||||||||||||
Net sales
|
$
|
1,329,389
|
$
|
1,204,199
|
$
|
1,143,282
|
$
|
1,057,536
|
$
|
983,112
|
||||||||||
Cost of sales
|
1,029,630
|
942,142
|
898,735
|
840,623
|
778,339
|
|||||||||||||||
Gross profit
|
299,759
|
262,057
|
244,547
|
216,913
|
204,773
|
|||||||||||||||
Operating expense
|
214,027
|
186,306
|
173,837
|
156,815
|
146,028
|
|||||||||||||||
Operating income
|
85,732
|
75,751
|
70,710
|
60,098
|
58,745
|
|||||||||||||||
Other income
|
380
|
-
|
7,603
|
-
|
-
|
|||||||||||||||
Earnings before provision for income taxes
|
86,112
|
75,751
|
78,313
|
60,098
|
58,745
|
|||||||||||||||
Provision for income taxes
|
35,556
|
31,004
|
32,473
|
24,825
|
23,915
|
|||||||||||||||
Net earnings
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
$
|
35,273
|
$
|
34,830
|
||||||||||
Net earnings per common share - basic
|
$
|
3.65
|
$
|
3.08
|
$
|
3.13
|
$
|
2.21
|
$
|
2.19
|
||||||||||
Net earnings per common share - diluted
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
$
|
2.19
|
$
|
2.16
|
||||||||||
Dividends per common share
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1.25
|
For the years ended March 31,
|
||||||||||||||||||||
Balance Sheet Data:
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||||||||||
(in thousands)
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
109,760
|
$
|
94,766
|
$
|
76,175
|
$
|
80,179
|
$
|
52,720
|
||||||||||
Accounts receivable—net
|
291,016
|
276,399
|
249,803
|
243,216
|
192,254
|
|||||||||||||||
Total financing receivables and operating leases—net
|
123,539
|
132,354
|
143,900
|
143,739
|
122,603
|
|||||||||||||||
Total assets
|
$
|
741,720
|
$
|
616,680
|
$
|
568,275
|
$
|
550,103
|
$
|
437,872
|
||||||||||
Total non-recourse and recourse notes payable
|
$
|
37,424
|
$
|
47,422
|
$
|
56,564
|
$
|
68,888
|
$
|
41,739
|
||||||||||
Total liabilities
|
$
|
395,802
|
$
|
297,802
|
$
|
289,013
|
$
|
283,720
|
$
|
199,640
|
||||||||||
Total stockholders' equity
|
$
|
345,918
|
$
|
318,878
|
$
|
279,262
|
$
|
266,383
|
$
|
238,232
|
||||||||||
Weighted average common shares outstanding—basic
|
13,867
|
14,513
|
14,636
|
15,853
|
15,620
|
|||||||||||||||
Weighted average common shares outstanding—diluted
|
14,028
|
14,688
|
14,786
|
15,999
|
15,806
|
For the years ended March 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
Sales of products and services
|
$
|
1,290,228
|
$
|
1,163,337
|
$
|
1,100,884
|
$
|
1,013,374
|
$
|
936,228
|
||||||||||
Adjusted gross billings of product and services (1)
|
$
|
1,775,708
|
$
|
1,556,463
|
$
|
1,435,039
|
$
|
1,276,133
|
$
|
1,163,577
|
||||||||||
Gross margin
|
22.5
|
%
|
21.8
|
%
|
21.4
|
%
|
20.5
|
%
|
20.8
|
%
|
||||||||||
Gross margin, product and services
|
20.5
|
%
|
19.9
|
%
|
19.4
|
%
|
18.3
|
%
|
18.0
|
%
|
||||||||||
Operating income margin
|
6.4
|
%
|
6.3
|
%
|
6.2
|
%
|
5.7
|
%
|
6.0
|
%
|
||||||||||
Net earnings
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
$
|
35,273
|
$
|
34,830
|
||||||||||
Net earnings margin
|
3.8
|
%
|
3.7
|
%
|
4.0
|
%
|
3.3
|
%
|
3.5
|
%
|
||||||||||
Net earnings per common share - diluted
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
$
|
2.19
|
$
|
2.16
|
||||||||||
Non-GAAP: Net earnings (2)
|
$
|
52,447
|
$
|
46,480
|
$
|
42,529
|
$
|
35,925
|
$
|
35,423
|
||||||||||
Non-GAAP: Net earnings per common share - diluted (2)
|
$
|
3.74
|
$
|
3.16
|
$
|
2.87
|
$
|
2.23
|
$
|
2.20
|
||||||||||
Adjusted EBITDA (3)
|
$
|
92,984
|
$
|
81,299
|
$
|
75,043
|
$
|
62,890
|
$
|
61,134
|
||||||||||
Adjusted EBITDA margin (3)
|
7.0
|
%
|
6.8
|
%
|
6.6
|
%
|
5.9
|
%
|
6.2
|
%
|
||||||||||
Purchases of property and equipment used internally
|
$
|
3,356
|
$
|
2,442
|
$
|
3,610
|
$
|
4,238
|
$
|
1,436
|
||||||||||
Purchases of equipment under operating leases
|
6,202
|
12,026
|
8,163
|
5,714
|
14,148
|
|||||||||||||||
Total capital expenditures
|
$
|
9,558
|
$
|
14,468
|
$
|
11,773
|
$
|
9,952
|
$
|
15,584
|
(1) |
We define
Adjusted gross billings of product and services as our sales of product and services calculated in accordance with GAAP, adjusted to exclude the costs incurred related to sales of third party software assurance, subscription licenses, maintenance and services. We have provided below a reconciliation of Adjusted gross billings of product and services to Sales of product and services, which is the most directly comparable financial measures to this non-GAAP financial measure. In prior reports, Adjusted gross billings of product and services were referred to as non-GAAP gross sales of products and services.
|
For the years ended March 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
Sales of products and services
|
$
|
1,290,228
|
$
|
1,163,337
|
$
|
1,100,884
|
$
|
1,013,374
|
$
|
936,228
|
||||||||||
Costs incurred related to sales of third party software assurance, maintenance and services
|
485,480
|
$
|
393,126
|
$
|
334,155
|
$
|
262,759
|
$
|
227,349
|
|||||||||||
Adjusted gross billings of product and services
|
$
|
1,775,708
|
$
|
1,556,463
|
$
|
1,435,039
|
$
|
1,276,133
|
$
|
1,163,577
|
(2) |
Non-GAAP net earnings per common share are based on net earnings calculated in accordance with GAAP, adjusted to exclude other income and acquisition related amortization expense, net of taxes. We use Non-GAAP net earnings per common share as a supplemental measure of our performance to gain insight into our operating performance. We believe that the exclusion of other income and acquisition related amortization expense in calculating Non-GAAP net earnings per common share provides management and investors a useful measure for period-to-period comparisons of our business and operating results by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that non-GAAP net earnings per common share provide useful information to investors and others in understanding and evaluating our operating results. However, our use of Non-GAAP net earnings per common share as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results as reported under GAAP. In addition, other companies, including companies in our industry, might calculate Non-GAAP net earnings per common share or similarly titled measures differently, which may reduce their usefulness as comparative measures.
|
For the years ended March 31,
|
|||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||||||||||||
GAAP: Earnings before tax
|
$
|
86,112
|
$
|
75,751
|
$
|
78,313
|
$
|
60,098
|
$
|
58,745
|
|||||||||||
Acquisition related amortization expense
|
4,000
|
2,917
|
1,888
|
1,110
|
1,000
|
||||||||||||||||
Other income
|
(380
|
)
|
-
|
(7,603
|
)
|
-
|
-
|
||||||||||||||
Non-GAAP: Earnings before provision for income taxes
|
89,732
|
78,668
|
72,598
|
61,208
|
59,745
|
||||||||||||||||
GAAP: Provision for income taxes
|
35,556
|
31,004
|
32,473
|
24,825
|
23,915
|
||||||||||||||||
Acquisition related amortization expense
|
1,372
|
1,184
|
781
|
458
|
407
|
||||||||||||||||
Other income
|
(157
|
)
|
-
|
(3,185
|
)
|
-
|
-
|
||||||||||||||
Tax benefit on restricted stock
|
514
|
-
|
-
|
-
|
-
|
||||||||||||||||
Non-GAAP: Provision for income taxes
|
37,285
|
32,188
|
30,069
|
25,283
|
24,322
|
||||||||||||||||
Non-GAAP: Net earnings
|
$
|
52,447
|
$
|
46,480
|
$
|
42,529
|
$
|
35,925
|
$
|
35,423
|
|||||||||||
GAAP: Net earnings per common share - diluted
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
$
|
2.19
|
$
|
2.16
|
|||||||||||
Non-GAAP: Net earnings per common share - diluted
|
$
|
3.74
|
$
|
3.16
|
$
|
2.87
|
$
|
2.23
|
$
|
2.20
|
(3) |
We define Adjusted EBITDA as net earnings calculated in accordance with GAAP, adjusted for the following: interest expense, depreciation and amortization, provision for income taxes, and other income. We consider the interest on notes payable from our financing segment and depreciation expense presented within cost of sales, which includes depreciation on assets financed as operating leases, to be operating expenses. As such, they are not included in the amounts added back to net earnings in the Adjusted EBITDA calculation. We provide below a reconciliation of Adjusted EBITDA to net earnings, which is the most directly comparable financial measure to this non-GAAP financial measure. Adjusted EBITDA margin is our calculation of Adjusted EBITDA divided by net sales.
|
For the years ended March 31,
|
|||||||||||||||||||||
Consolidated
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
Net earnings
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
$
|
35,273
|
$
|
34,830
|
|||||||||||
Provision for income taxes
|
35,556
|
31,004
|
32,473
|
24,825
|
23,915
|
||||||||||||||||
Depreciation and amortization
|
7,252
|
5,548
|
4,333
|
2,792
|
2,389
|
||||||||||||||||
Other income
|
(380
|
)
|
-
|
(7,603
|
)
|
-
|
-
|
||||||||||||||
Adjusted EBITDA
|
$
|
92,984
|
$
|
81,299
|
$
|
75,043
|
$
|
62,890
|
$
|
61,134
|
|||||||||||
Technology Segment
|
|||||||||||||||||||||
Operating income
|
$
|
68,912
|
$
|
63,689
|
$
|
60,958
|
$
|
51,311
|
$
|
46,528
|
|||||||||||
Depreciation and amortization
|
7,243
|
5,532
|
4,310
|
2,769
|
2,369
|
||||||||||||||||
Adjusted EBITDA
|
$
|
76,155
|
$
|
69,221
|
$
|
65,268
|
$
|
54,080
|
$
|
48,897
|
|||||||||||
Financing Segment
|
|||||||||||||||||||||
Operating income
|
$
|
16,820
|
$
|
12,062
|
$
|
9,752
|
$
|
8,787
|
$
|
12,217
|
|||||||||||
Depreciation and amortization
|
9
|
16
|
23
|
23
|
20
|
||||||||||||||||
Adjusted EBITDA
|
$
|
16,829
|
$
|
12,078
|
$
|
9,775
|
$
|
8,810
|
$
|
12,237
|
· |
Portfolio income: Interest income from financing receivables and rents due under operating leases;
|
· |
Transactional gains: Net gains or losses on the sale of financial assets; and
|
· |
Post-contract earnings: Month-to-month rents; early termination, prepayment, make-whole, or buyout fees; and net gains on the sale of off-lease (used) equipment.
|
Year Ended March 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
||||||||||||||
Sales of product and services
|
$
|
1,290,228
|
$
|
1,163,337
|
$
|
126,891
|
10.9
|
%
|
||||||||
Fee and other income
|
4,709
|
5,728
|
(1,019
|
)
|
(17.8
|
%)
|
||||||||||
Net sales
|
1,294,937
|
1,169,065
|
125,872
|
10.8
|
%
|
|||||||||||
Cost of sales, product and services
|
1,025,188
|
931,782
|
93,406
|
10.0
|
%
|
|||||||||||
Gross profit
|
269,749
|
237,283
|
32,466
|
13.7
|
%
|
|||||||||||
Selling, general, and administrative expenses
|
193,594
|
167,992
|
25,602
|
15.2
|
%
|
|||||||||||
Depreciation and amortization
|
7,243
|
5,532
|
1,711
|
30.9
|
%
|
|||||||||||
Interest and financing costs
|
-
|
70
|
(70
|
)
|
(100.0
|
%)
|
||||||||||
Operating expenses
|
200,837
|
173,594
|
27,243
|
15.7
|
%
|
|||||||||||
Operating income
|
$
|
68,912
|
$
|
63,689
|
$
|
5,223
|
8.2
|
%
|
||||||||
Adjusted EBITDA
|
$
|
76,155
|
$
|
69,221
|
$
|
6,934
|
10.0
|
%
|
Quarter Ended
|
Sequential
|
Year over Year
|
||||||
March 31, 2017
|
1.3
|
%
|
10.3
|
%
|
||||
December 31, 2016
|
(12.1
|
%)
|
10.3
|
%
|
||||
September 30, 2016
|
24.5
|
%
|
11.4
|
%
|
||||
June 30, 2016
|
(0.5
|
%)
|
11.7
|
%
|
||||
March 31, 2016
|
1.3
|
%
|
13.3
|
%
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
Change
|
||||||||||
Revenue by customer end market:
|
||||||||||||
Technology
|
23
|
%
|
23
|
%
|
-
|
|||||||
SLED
|
21
|
%
|
22
|
%
|
(1
|
%)
|
||||||
Telecom, Media & Entertainment
|
15
|
%
|
14
|
%
|
1
|
%
|
||||||
Financial Services
|
13
|
%
|
12
|
%
|
1
|
%
|
||||||
Healthcare
|
11
|
%
|
10
|
%
|
1
|
%
|
||||||
Other
|
17
|
%
|
19
|
%
|
(2
|
%)
|
||||||
Total
|
100
|
%
|
100
|
%
|
||||||||
Revenue by vendor:
|
||||||||||||
Cisco Systems
|
47
|
%
|
49
|
%
|
(2
|
%)
|
||||||
HP Inc. & HPE
|
6
|
%
|
7
|
%
|
(1
|
%)
|
||||||
NetApp
|
5
|
%
|
5
|
%
|
-
|
|
||||||
Sub-total
|
58
|
%
|
61
|
%
|
(3
|
%)
|
||||||
Other
|
42
|
%
|
39
|
%
|
3
|
%
|
||||||
Total
|
100
|
%
|
100
|
%
|
Year Ended March 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
||||||||||||||
Financing revenue
|
$
|
34,200
|
$
|
35,091
|
$
|
(891
|
)
|
(2.5
|
%)
|
|||||||
Fee and other income
|
252
|
43
|
209
|
486.0
|
%
|
|||||||||||
Net sales
|
34,452
|
35,134
|
(682
|
)
|
(1.9
|
%)
|
||||||||||
Direct lease costs
|
4,442
|
10,360
|
(5,918
|
)
|
(57.1
|
%)
|
||||||||||
Gross profit
|
30,010
|
24,774
|
5,236
|
21.1
|
%
|
|||||||||||
Selling, general, and administrative expenses
|
11,638
|
10,988
|
650
|
5.9
|
%
|
|||||||||||
Depreciation and amortization
|
9
|
16
|
(7
|
)
|
(43.8
|
%)
|
||||||||||
Interest and financing costs
|
1,543
|
1,708
|
(165
|
)
|
(9.7
|
%)
|
||||||||||
Operating expenses
|
13,190
|
12,712
|
478
|
3.8
|
%
|
|||||||||||
Operating income
|
$
|
16,820
|
$
|
12,062
|
$
|
4,758
|
39.4
|
%
|
||||||||
Adjusted EBITDA
|
$
|
16,829
|
$
|
12,078
|
$
|
4,751
|
39.3
|
%
|
Year Ended March 31,
|
||||||||||||||||
2016
|
2015
|
Change
|
||||||||||||||
Sales of product and services
|
$
|
1,163,337
|
$
|
1,100,884
|
$
|
62,453
|
5.7
|
%
|
||||||||
Fee and other income
|
5,728
|
7,565
|
(1,837
|
)
|
(24.3
|
%)
|
||||||||||
Net sales
|
1,169,065
|
1,108,449
|
60,616
|
5.5
|
%
|
|||||||||||
Cost of sales, product and services
|
931,782
|
887,673
|
44,109
|
5.0
|
%
|
|||||||||||
Gross profit
|
237,283
|
220,776
|
16,507
|
7.5
|
%
|
|||||||||||
Selling, general, and administrative expenses
|
167,992
|
155,412
|
12,580
|
8.1
|
%
|
|||||||||||
Depreciation and amortization
|
5,532
|
4,310
|
1,222
|
28.4
|
%
|
|||||||||||
Interest and financing costs
|
70
|
96
|
(26
|
)
|
(27.1
|
%)
|
||||||||||
Operating expenses
|
173,594
|
159,818
|
13,776
|
8.6
|
%
|
|||||||||||
Operating income
|
$
|
63,689
|
$
|
60,958
|
$
|
2,731
|
4.5
|
%
|
||||||||
Adjusted EBITDA
|
$
|
69,221
|
$
|
65,268
|
$
|
3,953
|
6.1
|
%
|
Quarter Ended
|
Sequential
|
Year over Year
|
||||||
March 31, 2016
|
1.3
|
%
|
13.3
|
%
|
||||
December 31, 2015
|
(11.2
|
%)
|
(2.6
|
%)
|
||||
September 30, 2015
|
24.9
|
%
|
13.1
|
%
|
||||
June 30, 2015
|
0.9
|
%
|
(0.6
|
%)
|
||||
March 31, 2015
|
(13.0
|
%)
|
3.2
|
%
|
Year Ended March 31,
|
||||||||||||
2016
|
2015
|
Change
|
||||||||||
Revenue by customer end market:
|
||||||||||||
SLED
|
22
|
%
|
22
|
%
|
-
|
|||||||
Technology
|
23
|
%
|
19
|
%
|
4
|
%
|
||||||
Telecom, Media & Entertainment
|
14
|
%
|
18
|
%
|
(4
|
%)
|
||||||
Healthcare
|
10
|
%
|
10
|
%
|
-
|
|||||||
Financial Services
|
12
|
%
|
10
|
%
|
2
|
%
|
||||||
Other
|
19
|
%
|
21
|
%
|
(2
|
%)
|
||||||
Total
|
100
|
%
|
100
|
%
|
||||||||
Revenue by vendor:
|
||||||||||||
Cisco Systems
|
49
|
%
|
49
|
%
|
-
|
|||||||
HP Inc. & HPE
|
7
|
%
|
8
|
%
|
(1
|
%)
|
||||||
NetApp
|
5
|
%
|
7
|
%
|
(2
|
%)
|
||||||
Sub-total
|
61
|
%
|
64
|
%
|
(3
|
%)
|
||||||
Other
|
39
|
%
|
36
|
%
|
3
|
%
|
||||||
Total
|
100
|
%
|
100
|
%
|
Year Ended March 31,
|
||||||||||||||||
2016
|
2015
|
Change
|
||||||||||||||
Financing revenue
|
$
|
35,091
|
$
|
34,728
|
$
|
363
|
1.0
|
%
|
||||||||
Fee and other income
|
43
|
105
|
(62
|
)
|
(59.0
|
%)
|
||||||||||
Net sales
|
35,134
|
34,833
|
301
|
0.9
|
%
|
|||||||||||
Direct lease costs
|
10,360
|
11,062
|
(702
|
)
|
(6.3
|
%)
|
||||||||||
Gross profit
|
24,774
|
23,771
|
1,003
|
4.2
|
%
|
|||||||||||
Selling, general, and administrative expenses
|
10,988
|
11,713
|
(725
|
)
|
(6.2
|
%)
|
||||||||||
Depreciation and amortization
|
16
|
23
|
(7
|
)
|
(30.4
|
%)
|
||||||||||
Interest and financing costs
|
1,708
|
2,283
|
(575
|
)
|
(25.2
|
%)
|
||||||||||
Operating expenses
|
12,712
|
14,019
|
(1,307
|
)
|
(9.3
|
%)
|
||||||||||
Operating income
|
$
|
12,062
|
$
|
9,752
|
$
|
2,310
|
23.7
|
%
|
||||||||
Adjusted EBITDA
|
$
|
12,078
|
$
|
9,775
|
$
|
2,303
|
23.6
|
%
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Net cash provided by operating activities
|
$
|
33,016
|
$
|
14,110
|
$
|
14,411
|
||||||
Net cash used in investing activities
|
(26,345
|
)
|
(50,179
|
)
|
(30,592
|
)
|
||||||
Net cash provided by financing activities
|
7,814
|
54,448
|
12,256
|
|||||||||
Effect of exchange rate changes on cash
|
509
|
212
|
(79
|
)
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
14,994
|
$
|
18,591
|
$
|
(4,004
|
)
|
As of March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(DSO) Days sales outstanding (1)
|
59
|
56
|
60
|
|||||||||
(DIO) Days inventory outstanding (2)
|
24
|
7
|
8
|
|||||||||
(DPO) Days payable outstanding (3)
|
(45
|
)
|
(45
|
)
|
(45
|
)
|
||||||
Cash conversion cycle
|
38
|
18
|
23
|
(1) |
Represents the rolling three-month average of the balance of trade accounts receivable-trade, net for our Technology segment at the end of the period divided by Adjusted gross billings of product and services for the same three-month period.
|
(2) |
Represents the rolling three-month average of the balance of inventory, net for our Technology segment at the end of the period divided by Cost of adjusted gross billings of product and services for the same three-month period.
|
(3) |
Represents the rolling three-month average of the combined balance of accounts payable-trade and accounts payable-floor plan for our Technology segment at the end of the period divided by Cost of adjusted gross billings, product and services for the same three-month period.
|
Maximum Credit Limit
at March 31, 2017
|
Balance as of
March 31, 2017
|
Maximum Credit Limit
at March 31, 2016
|
Balance as of
March 31, 2016
|
|||||||||||
$
|
250,000
|
$
|
132,612
|
$
|
250,000
|
$
|
121,893
|
Payments Due by Period
|
||||||||||||||||||||
Total
|
1 year
|
Years 2 & 3
|
Years 4 & 5
|
More than
5 years
|
||||||||||||||||
Recourse & non-recourse notes payable (1)
|
$
|
37,424
|
$
|
26,993
|
$
|
9,719
|
$
|
712
|
$
|
-
|
||||||||||
Interest payments on recourse and non-recourse notes payable
|
972
|
637
|
319
|
16
|
-
|
|||||||||||||||
Operating lease obligations
|
9,049
|
4,715
|
3,615
|
719
|
-
|
|||||||||||||||
Total
|
$
|
47,445
|
$
|
32,345
|
$
|
13,653
|
$
|
1,447
|
$
|
-
|
(1) |
Payments reflected principal amounts related to the recourse and non-recourse notes payable.
|
ITEM 12. |
Form of Award Agreement – Restricted Stock Unit Award Agreement (for awards granted under and subject to the provisions of the
e
Plus inc. 2012 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2013).
|
|
Limited Guaranty dated June 24, 2004 by and between GE Commercial Distribution Finance Corporation and
e
Plus inc. (Incorporated herein by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on November 17, 2005).
|
|
Collateralized Guaranty, dated March 30, 2004, by and between GE Commercial Distribution Finance Corporation and
e
Plus Group, inc. (Incorporated herein by reference to Exhibit 10.11 to our Current Report on Form 8-K filed on November 17, 2005).
|
|
Amendment to Collateralized Guaranty, dated November 14, 2005, by and between GE Commercial Distribution Finance Corporation and
e
Plus Group, inc. (Incorporated herein by reference to Exhibit 10.12 to our Current Report on Form 8-K filed on November 17, 2005).
|
|
Amended and Restated Business Financing Agreement, dated July 23, 2012, by and between General Electric Commercial Distribution Finance and
e
Plus Technology, inc. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 26, 2012).
|
|
Amendment No. 1, dated July 31, 2014, to Amended and Restated Business Financing Agreement by and between General Electric Commercial Distribution Finance and
e
Plus Technology, inc. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2014).
|
|
Amendment No. 2, dated July 24, 2015, to Amended and Restated Business Financing Agreement by and between General Electric Commercial Distribution Finance and
e
Plus Technology, inc. (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 30, 2015).
|
|
Amendment No. 3, dated October 20, 2015, to Amended and Restated Business Financing Agreement by and among
e
Plus Technology, inc. and its subsidiary
e
Plus Technology Services, inc. and GE Commercial Distribution Finance Corporation (Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2015).
|
|
Amendment No. 4, dated July 28, 2016, to Amended and Restated Business Financing Agreement by and among
e
Plus Technology, inc. and its subsidiary
e
Plus Technology Services, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 1, 2016).
|
|
Amended and Restated Agreement for Wholesale Financing, dated July 23, 2012, by and between General Electric Commercial Distribution Finance and
e
Plus Technology, inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 26, 2012).
|
|
Amendment No. 1, dated July 31, 2014, to Amended and Restated Agreement for Wholesale Financing by and between General Electric Commercial Distribution Finance and
e
Plus Technology, inc. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2014).
|
|
Amendment No. 2, dated July 24, 2015, to Amended and Restated Agreement for Wholesale Financing by and between General Electric Commercial Distribution Finance and
e
Plus Technology, inc. (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 30, 2015).
|
|
Amendment No. 3, dated October 20, 2015, to Amended and Restated Agreement for Wholesale Financing by and among
e
Plus Technology, inc. and its subsidiary
e
Plus Technology Services, inc. and GE Commercial Distribution Finance Corporation (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2015).
|
|
Amendment No. 4, dated July 28, 2016, to Amended and Restated Agreement for Wholesale Financing by and among
e
Plus Technology, inc. and its subsidiary
e
Plus Technology Services, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 1, 2016).
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
e
Plus inc.
|
|
/s/ MARK P. MARRON
|
|
By: Mark P. Marron
|
|
Chief Executive Officer and President
|
|
Date: May 24, 2017
|
/s/ MARK P. MARRON
|
|
By: Mark P. Marron
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
|
Date: May 24, 2017
|
|
/s/ ELAINE D. MARION
|
|
By: Elaine D. Marion, Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
Date: May 24, 2017
|
|
/s/ PHILLIP G. NORTON
|
|
By: Phillip G. Norton
|
|
Executive Chairman
|
|
Date: May 24, 2017
|
|
/s/ BRUCE M. BOWEN
|
|
By: Bruce M. Bowen, Director
|
|
Date: May 24, 2017
|
|
/s/ JOHN E. CALLIES
|
|
By: John E. Callies, Director
|
|
Date: May 24, 2017
|
|
/s/ C. THOMAS FAULDERS, III
|
|
By: C. Thomas Faulders, III, Director
|
|
Date: May 24, 2017
|
|
/s/ LAWRENCE S. HERMAN
|
|
By: Lawrence S. Herman, Director
|
|
Date: May 24, 2017
|
|
/s/ ERIC D. HOVDE
|
|
By: Eric D. Hovde, Director
|
|
Date: May 24, 2017
|
|
/s/ IRA A. HUNT
|
|
By: Ira A. Hunt, Director
|
|
Date: May 24, 2017
|
|
/s/ TERRENCE O’DONNELL
|
|
By: Terrence O’Donnell, Director
|
|
Date: May 24, 2017
|
PAGE
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of March 31, 2017 and 2016
|
F-4
|
Consolidated Statements of Operations for the Years ended March 31, 2017, 2016 and 2015
|
F-5
|
Consolidated Statements of Comprehensive Income for the Years ended March 31, 2017, 2016 and 2015
|
F-6
|
Consolidated Statements of Cash Flows for the Years ended March 31, 2017, 2016 and 2015
|
F-7
|
Consolidated Statements of Stockholders’ Equity for the Years ended March 31, 2017, 2016 and 2015
|
F-9
|
Notes to Consolidated Financial Statements
|
F-10
|
Item 1. |
Financial Statements
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(amounts in thousands, except per share data)
|
||||||||||||
Net sales
|
$
|
1,329,389
|
$
|
1,204,199
|
$
|
1,143,282
|
||||||
Cost of sales
|
1,029,630
|
942,142
|
898,735
|
|||||||||
Gross profit
|
299,759
|
262,057
|
244,547
|
|||||||||
Selling, general, and administrative expenses
|
205,232
|
178,980
|
167,125
|
|||||||||
Depreciation and amortization
|
7,252
|
5,548
|
4,333
|
|||||||||
Interest and financing costs
|
1,543
|
1,778
|
2,379
|
|||||||||
Operating expenses
|
214,027
|
186,306
|
173,837
|
|||||||||
Operating income
|
85,732
|
75,751
|
70,710
|
|||||||||
Other income
|
380
|
-
|
7,603
|
|||||||||
Earnings before tax
|
86,112
|
75,751
|
78,313
|
|||||||||
Provision for income taxes
|
35,556
|
31,004
|
32,473
|
|||||||||
Net earnings
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
||||||
Net earnings per common share—basic
|
$
|
3.65
|
$
|
3.08
|
$
|
3.13
|
||||||
Net earnings per common share—diluted
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
||||||
Weighted average common shares outstanding—basic
|
13,867
|
14,513
|
14,636
|
|||||||||
Weighted average common shares outstanding—diluted
|
14,028
|
14,688
|
14,786
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(amounts in thousands)
|
||||||||||||
NET EARNINGS
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
||||||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||||||
Foreign currency translation adjustments
|
(112
|
)
|
(232
|
)
|
(425
|
)
|
||||||
Other comprehensive income (loss)
|
(112
|
)
|
(232
|
)
|
(425
|
)
|
||||||
TOTAL COMPREHENSIVE INCOME
|
$
|
50,444
|
$
|
44,515
|
$
|
45,415
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(in thousands)
|
||||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net earnings
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
||||||
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
11,731
|
15,980
|
15,575
|
|||||||||
Reserve for credit losses, inventory obsolescence and sales returns
|
749
|
(216
|
)
|
125
|
||||||||
Share-based compensation expense
|
6,025
|
5,711
|
4,585
|
|||||||||
Deferred taxes
|
(1,196
|
)
|
3,515
|
(1,863
|
)
|
|||||||
Payments from lessees directly to lenders
—
operating leases
|
(1,724
|
)
|
(4,646
|
)
|
(7,685
|
)
|
||||||
Gain on disposal of property, equipment and operating lease equipment
|
(3,977
|
)
|
(3,104
|
)
|
(3,112
|
)
|
||||||
Gain on sale of financing receivables
|
(7,976
|
)
|
(7,103
|
)
|
(5,884
|
)
|
||||||
Gain on settlement
|
-
|
-
|
(1,434
|
)
|
||||||||
Other
|
193
|
185
|
(127
|
)
|
||||||||
Changes in:
|
||||||||||||
Accounts receivable—trade
|
(25,739
|
)
|
(8,564
|
)
|
1,372
|
|||||||
Accounts receivable—other
|
8,507
|
(2,498
|
)
|
(2,407
|
)
|
|||||||
Inventories
|
(60,022
|
)
|
(13,405
|
)
|
3,161
|
|||||||
Financing receivables—net
|
(5,824
|
)
|
(9,310
|
)
|
(19,560
|
)
|
||||||
Deferred costs, other intangible assets and other assets
|
(1,091
|
)
|
11,189
|
(10,060
|
)
|
|||||||
Accounts payable
|
3,845
|
(738
|
)
|
(16,810
|
)
|
|||||||
Salaries and commissions payable, deferred revenue and other liabilities
|
58,959
|
(17,633
|
)
|
12,695
|
||||||||
Net cash provided by operating activities
|
$
|
33,016
|
$
|
14,110
|
$
|
14,411
|
||||||
Cash Flows From Investing Activities:
|
||||||||||||
Maturities of supplemental benefit plan investments
|
-
|
-
|
2,544
|
|||||||||
Proceeds from sale of property, equipment and operating lease equipment
|
7,339
|
6,931
|
8,562
|
|||||||||
Purchases of property, equipment and operating lease equipment
|
(9,558
|
)
|
(14,468
|
)
|
(11,773
|
)
|
||||||
Purchases of assets to be leased or financed
|
(9,861
|
)
|
(11,403
|
)
|
(143
|
)
|
||||||
Issuance of financing receivables
|
(129,361
|
)
|
(137,008
|
)
|
(128,125
|
)
|
||||||
Repayments of financing receivables
|
55,093
|
58,067
|
60,619
|
|||||||||
Proceeds from sale of financing receivables
|
69,146
|
64,351
|
45,828
|
|||||||||
Premiums paid on life insurance
|
-
|
-
|
(47
|
)
|
||||||||
Cash used in acquisitions, net of cash acquired
|
(9,143
|
)
|
(16,649
|
)
|
(8,057
|
)
|
||||||
Net cash used in investing activities
|
$
|
(26,345
|
)
|
$
|
(50,179
|
)
|
$
|
(30,592
|
)
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(in thousands)
|
||||||||||||
Cash Flows From Financing Activities:
|
||||||||||||
Borrowings of non-recourse and recourse notes payable
|
$
|
73,707
|
$
|
44,807
|
$
|
52,237
|
||||||
Repayments of non-recourse and recourse notes payable
|
(40,414
|
)
|
(257
|
)
|
(1,688
|
)
|
||||||
Repurchase of common stock
|
(30,493
|
)
|
(11,339
|
)
|
(37,685
|
)
|
||||||
Dividends paid
|
-
|
(80
|
)
|
(90
|
)
|
|||||||
Payments to settle financing of acquisitions
|
(1,142
|
)
|
(1,158
|
)
|
-
|
|||||||
Net borrowings (repayments) on floor plan facility
|
6,156
|
22,475
|
(518
|
)
|
||||||||
Net cash provided by financing activities
|
7,814
|
54,448
|
12,256
|
|||||||||
Effect of exchange rate changes on cash
|
509
|
212
|
(79
|
)
|
||||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
14,994
|
18,591
|
(4,004
|
)
|
||||||||
Cash and Cash Equivalents, Beginning of Period
|
94,766
|
76,175
|
80,179
|
|||||||||
Cash and Cash Equivalents, End of Period
|
$
|
109,760
|
$
|
94,766
|
$
|
76,175
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||||||
Cash paid for interest
|
$
|
38
|
$
|
84
|
$
|
239
|
||||||
Cash paid for income taxes
|
$
|
32,240
|
$
|
29,789
|
$
|
35,436
|
||||||
Schedule of Non-Cash Investing and Financing Activities:
|
||||||||||||
Proceeds from sale of property, equipment, and operating lease equipment
|
$
|
135
|
$
|
7,650
|
$
|
443
|
||||||
Purchase of property, equipment, and operating lease equipment
|
$
|
(2,398
|
)
|
$
|
(10,562
|
)
|
$
|
(432
|
)
|
|||
Purchase of assets to be leased or financed
|
$
|
(6,702
|
)
|
$
|
(9,827
|
)
|
$
|
(20,022
|
)
|
|||
Issuance of financing receivables
|
$
|
(217,244
|
)
|
$
|
(101,718
|
)
|
$
|
(73,881
|
)
|
|||
Repayment of financing receivables
|
$
|
19,421
|
$
|
16,873
|
$
|
-
|
||||||
Proceeds from sale of financing receivables
|
$
|
215,227
|
$
|
98,753
|
$
|
73,881
|
||||||
Financing of acquisitions
|
$
|
(3,924
|
)
|
$
|
-
|
$
|
(1,980
|
)
|
||||
Borrowing of non-recourse and recourse notes payable
|
$
|
35,533
|
$
|
42,840
|
$
|
-
|
||||||
Repayments of non-recourse and recourse notes payable
|
$
|
(29,217
|
)
|
$
|
(29,059
|
)
|
$
|
(34,584
|
)
|
|||
Vesting of share-based compensation
|
$
|
8,013
|
$
|
7,799
|
$
|
6,474
|
Common Stock
|
Additional
Paid-In
|
Treasury
|
Retained
|
Accumulated
Other
|
||||||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Stock
|
Earnings
|
Income
|
Total
|
||||||||||||||||||||||
Balance, April 1, 2014
|
16,073
|
$
|
130
|
$
|
105,924
|
$
|
(80,494
|
)
|
$
|
240,637
|
$
|
186
|
$
|
266,383
|
||||||||||||||
Excess tax benefit of share-based compensation
|
-
|
-
|
564
|
-
|
-
|
-
|
564
|
|||||||||||||||||||||
Issuance of restricted stock awards
|
176
|
1
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||||||||
Share-based compensation
|
-
|
-
|
4,584
|
-
|
-
|
-
|
4,584
|
|||||||||||||||||||||
Repurchase of common stock
|
(1,470
|
)
|
-
|
-
|
(37,685
|
)
|
-
|
-
|
(37,685
|
)
|
||||||||||||||||||
Net earnings
|
-
|
-
|
-
|
-
|
45,840
|
-
|
45,840
|
|||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(425
|
)
|
(425
|
)
|
|||||||||||||||||||
Balance, March 31, 2015
|
14,779
|
$
|
131
|
$
|
111,072
|
$
|
(118,179
|
)
|
$
|
286,477
|
$
|
(239
|
)
|
$
|
279,262
|
|||||||||||||
Excess tax benefit of share-based compensation
|
-
|
-
|
728
|
-
|
-
|
-
|
728
|
|||||||||||||||||||||
Issuance of restricted stock awards
|
246
|
1
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||||||||
Share-based compensation
|
-
|
-
|
5,711
|
-
|
-
|
-
|
5,711
|
|||||||||||||||||||||
Repurchase of common stock
|
(294
|
)
|
-
|
-
|
(11,339
|
)
|
-
|
-
|
(11,339
|
)
|
||||||||||||||||||
Net earnings
|
-
|
-
|
-
|
-
|
44,747
|
-
|
44,747
|
|||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(232
|
)
|
(232
|
)
|
|||||||||||||||||||
Balance, March 31, 2016
|
14,731
|
$
|
132
|
$
|
117,511
|
$
|
(129,518
|
)
|
$
|
331,224
|
$
|
(471
|
)
|
$
|
318,878
|
|||||||||||||
Issuance of restricted stock awards
|
146
|
1
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||||||||
Share-based compensation
|
-
|
-
|
6,025
|
-
|
-
|
-
|
6,025
|
|||||||||||||||||||||
Repurchase of common stock
|
(716
|
)
|
-
|
-
|
(29,430
|
)
|
-
|
-
|
(29,430
|
)
|
||||||||||||||||||
Stock split effected in the form of a dividend
|
-
|
71
|
-
|
-
|
(71
|
)
|
-
|
-
|
||||||||||||||||||||
Retirement of treasury stock
|
(62
|
)
|
-
|
158,948
|
(158,886
|
)
|
-
|
|||||||||||||||||||||
Net earnings
|
-
|
-
|
-
|
-
|
50,556
|
-
|
50,556
|
|||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(112
|
)
|
(112
|
)
|
|||||||||||||||||||
Balance, March 31, 2017
|
14,161
|
$
|
142
|
$
|
123,536
|
$
|
-
|
$
|
222,823
|
$
|
(583
|
)
|
$
|
345,918
|
· |
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.
|
· |
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, 2017
|
Notes
Receivables
|
Lease-Related
Receivables
|
Total Financing
Receivables
|
|||||||||
Minimum payments
|
$
|
48,524
|
$
|
57,872
|
$
|
106,396
|
||||||
Estimated unguaranteed residual value (1)
|
-
|
18,273
|
18,273
|
|||||||||
Initial direct costs, net of amortization (2)
|
279
|
341
|
620
|
|||||||||
Unearned income
|
-
|
(5,913
|
)
|
(5,913
|
)
|
|||||||
Reserve for credit losses (3)
|
(3,434
|
)
|
(679
|
)
|
(4,113
|
)
|
||||||
Total, net
|
$
|
45,369
|
$
|
69,894
|
$
|
115,263
|
||||||
Reported as:
|
||||||||||||
Current
|
$
|
23,780
|
$
|
27,876
|
$
|
51,656
|
||||||
Long-term
|
21,589
|
42,018
|
63,607
|
|||||||||
Total, net
|
$
|
45,369
|
$
|
69,894
|
$
|
115,263
|
(1) |
Includes estimated unguaranteed residual values of $12,677 thousand for direct financing leases, which have been accounted for as sales under Codification Topic
Transfers and Servicing
.
|
(2) |
Initial direct costs are shown net of amortization of $510 thousand.
|
(3) |
For details on reserve for credit losses, refer to Note 5, “Reserves for Credit Losses.”
|
March 31, 2016
|
Notes
Receivables
|
Lease-Related
Receivables
|
Total Financing
Receivables
|
|||||||||
Minimum payments
|
$
|
44,442
|
$
|
66,303
|
$
|
110,745
|
||||||
Estimated unguaranteed residual value (1)
|
-
|
12,693
|
12,693
|
|||||||||
Initial direct costs, net of amortization (2)
|
312
|
475
|
787
|
|||||||||
Unearned income
|
-
|
(5,543
|
)
|
(5,543
|
)
|
|||||||
Reserve for credit losses (3)
|
(3,381
|
)
|
(685
|
)
|
(4,066
|
)
|
||||||
Total, net
|
$
|
41,373
|
$
|
73,243
|
$
|
114,616
|
||||||
Reported as:
|
||||||||||||
Current
|
$
|
24,962
|
$
|
31,486
|
$
|
56,448
|
||||||
Long-term
|
16,411
|
41,757
|
58,168
|
|||||||||
Total, net
|
$
|
41,373
|
$
|
73,243
|
$
|
114,616
|
(1) |
Includes estimated unguaranteed residual values of $6,722 thousand for direct financing leases which have been accounted for as sales under Codification Topic
Transfers and Servicing
.
|
(2) |
Initial direct costs are shown net of amortization of $612 thousand.
|
(3) |
For details on reserve for credit losses, refer to Note 5, “Reserves for Credit Losses.”
|
Year ending March 31, 2018
|
$
|
30,590
|
||
2019
|
17,172
|
|||
2020
|
7,228
|
|||
2021
|
2,364
|
|||
2022 and thereafter
|
518
|
|||
Total
|
$
|
57,872
|
March 31,
2017
|
March 31,
2016
|
|||||||
Cost of equipment under operating leases
|
$
|
16,725
|
$
|
36,635
|
||||
Accumulated depreciation
|
(8,449
|
)
|
(18,897
|
)
|
||||
Investment in operating lease equipment—net (1)
|
$
|
8,276
|
$
|
17,738
|
(1) |
Amounts include estimated unguaranteed residual values of $1,117 thousand and $3,417 thousand as of March 31, 2017 and 2016, respectively.
|
Year ending March 31, 2018
|
$
|
2,652
|
||
2019
|
1,492
|
|||
2020
|
115
|
|||
2021
|
3
|
|||
2022 and thereafter
|
-
|
|||
Total
|
$
|
4,262
|
Year Ended March 31, 2017
|
Year Ended March 31, 2016
|
|||||||||||||||||||||||
Goodwill
|
Accumulated
Impairment
Loss
|
Net
Carrying
Amount
|
Goodwill
|
Accumulated
Impairment
Loss
|
Net
Carrying
Amount
|
|||||||||||||||||||
Beginning Balance
|
$
|
50,824
|
$
|
(8,673
|
)
|
$
|
42,151
|
$
|
42,785
|
$
|
(8,673
|
)
|
$
|
34,112
|
||||||||||
Acquisitions
|
$
|
6,507
|
$
|
-
|
$
|
6,507
|
$
|
8,131
|
$
|
-
|
$
|
8,131
|
||||||||||||
Foreign currency translations
|
(261
|
)
|
-
|
(261
|
)
|
(92
|
)
|
-
|
(92
|
)
|
||||||||||||||
Ending Balance
|
$
|
57,070
|
$
|
(8,673
|
)
|
$
|
48,397
|
$
|
50,824
|
$
|
(8,673
|
)
|
$
|
42,151
|
March 31, 2017
|
March 31, 2016
|
|||||||||||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization /
Impairment
Loss
|
Net
Carrying
Amount
|
Gross
Carrying
Amount
|
Accumulated
Amortization /
Impairment
Loss
|
Net
Carrying
Amount
|
|||||||||||||||||||
Customer relationships & other intangibles
|
$
|
23,373
|
$
|
(12,553
|
)
|
$
|
10,820
|
$
|
20,401
|
$
|
(9,193
|
)
|
$
|
11,208
|
||||||||||
Capitalized software development
|
3,649
|
(2,310
|
)
|
1,339
|
2,709
|
(1,914
|
)
|
795
|
||||||||||||||||
Total
|
$
|
27,022
|
$
|
(14,863
|
)
|
$
|
12,159
|
$
|
23,110
|
$
|
(11,107
|
)
|
$
|
12,003
|
Accounts
Receivable
|
Notes
Receivable
|
Lease-Related
Receivables
|
Total
|
|||||||||||||
Balance April 1, 2016
|
$
|
1,127
|
$
|
3,381
|
$
|
685
|
$
|
5,193
|
||||||||
Provision for credit losses
|
216
|
65
|
(4
|
)
|
277
|
|||||||||||
Write-offs and other
|
(64
|
)
|
(12
|
)
|
(2
|
)
|
(78
|
)
|
||||||||
Balance March 31, 2017
|
$
|
1,279
|
$
|
3,434
|
$
|
679
|
$
|
5,392
|
||||||||
Accounts
Receivable
|
Notes
Receivable
|
Lease-Related
Receivables
|
Total
|
|||||||||||||
Balance April 1, 2015
|
$
|
1,169
|
$
|
3,573
|
$
|
881
|
$
|
5,623
|
||||||||
Provision for credit losses
|
126
|
(172
|
)
|
(196
|
)
|
(242
|
)
|
|||||||||
Write-offs and other
|
(168
|
)
|
(20
|
)
|
-
|
(188
|
)
|
|||||||||
Balance March 31, 2016
|
$
|
1,127
|
$
|
3,381
|
$
|
685
|
$
|
5,193
|
||||||||
Accounts
Receivable
|
Notes
Receivable
|
Lease-Related
Receivables
|
Total
|
|||||||||||||
Balance April 1, 2014
|
$
|
1,364
|
$
|
3,364
|
$
|
1,024
|
$
|
5,752
|
||||||||
Provision for credit losses
|
28
|
209
|
(112
|
)
|
125
|
|||||||||||
Write-offs and other
|
(223
|
)
|
-
|
(31
|
)
|
(254
|
)
|
|||||||||
Balance March 31, 2015
|
$
|
1,169
|
$
|
3,573
|
$
|
881
|
$
|
5,623
|
March 31, 2017
|
March 31, 2016
|
|||||||||||||||
Notes
Receivable
|
Lease-
Related
Receivables
|
Notes
Receivable
|
Lease-
Related
Receivables
|
|||||||||||||
Reserves for credit losses:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$
|
348
|
$
|
556
|
$
|
279
|
$
|
562
|
||||||||
Ending balance: individually evaluated for impairment
|
3,086
|
123
|
3,102
|
123
|
||||||||||||
Ending balance
|
$
|
3,434
|
$
|
679
|
$
|
3,381
|
$
|
685
|
||||||||
Minimum payments:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$
|
45,438
|
$
|
57,730
|
$
|
41,340
|
$
|
66,161
|
||||||||
Ending balance: individually evaluated for impairment
|
3,086
|
142
|
3,102
|
142
|
||||||||||||
Ending balance
|
$
|
48,524
|
$
|
57,872
|
$
|
44,442
|
$
|
66,303
|
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, 2017
|
||||||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
379
|
$
|
224
|
$
|
230
|
$
|
833
|
$
|
406
|
$
|
32,532
|
$
|
33,771
|
$
|
(2,362
|
)
|
$
|
(12,924
|
)
|
$
|
18,485
|
||||||||||||||||||
Average CQR
|
113
|
20
|
113
|
246
|
91
|
23,622
|
23,959
|
(1,556
|
)
|
(13,353
|
)
|
9,050
|
||||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
142
|
142
|
-
|
-
|
142
|
(19
|
)
|
-
|
123
|
|||||||||||||||||||||||||||||
Total
|
$
|
492
|
$
|
244
|
$
|
485
|
$
|
1,221
|
$
|
497
|
$
|
56,154
|
$
|
57,872
|
$
|
(3,937
|
)
|
$
|
(26,277
|
)
|
$
|
27,658
|
||||||||||||||||||
March 31, 2016
|
||||||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
575
|
$
|
52
|
$
|
94
|
$
|
721
|
$
|
984
|
$
|
46,157
|
$
|
47,862
|
$
|
(2,705
|
)
|
$
|
(22,914
|
)
|
$
|
22,243
|
||||||||||||||||||
Average CQR
|
15
|
17
|
78
|
110
|
159
|
18,030
|
18,299
|
(1,387
|
)
|
(8,714
|
)
|
8,198
|
||||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
142
|
142
|
-
|
-
|
142
|
(19
|
)
|
-
|
123
|
|||||||||||||||||||||||||||||
Total
|
$
|
590
|
$
|
69
|
$
|
314
|
$
|
973
|
$
|
1,143
|
$
|
64,187
|
$
|
66,303
|
$
|
(4,111
|
)
|
$
|
(31,628
|
)
|
$
|
30,564
|
31-60
Days
Past
Due
|
61-90
Days
Past
Due
|
Greater
than 90
Days
Past Due
|
Total
Past
Due
|
Current
|
Unbilled
Notes
Receivable
|
Total
Notes
Receivable
|
Non-
Recourse
Notes
Payable
|
Net
Credit
Exposure
|
||||||||||||||||||||||||||||
March 31, 2017
|
||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
183
|
$
|
663
|
$
|
755
|
$
|
1,601
|
$
|
1,165
|
$
|
23,359
|
$
|
26,125
|
$
|
(12,003
|
)
|
$
|
14,122
|
|||||||||||||||||
Average CQR
|
28
|
5
|
-
|
33
|
555
|
18,725
|
19,313
|
(13,732
|
)
|
5,581
|
||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
3,086
|
3,086
|
-
|
-
|
3,086
|
-
|
3,086
|
|||||||||||||||||||||||||||
Total
|
$
|
211
|
$
|
668
|
$
|
3,841
|
$
|
4,720
|
$
|
1,720
|
$
|
42,084
|
$
|
48,524
|
$
|
(25,735
|
)
|
$
|
22,789
|
|||||||||||||||||
March 31, 2016
|
||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
399
|
$
|
305
|
$
|
2,168
|
$
|
2,872
|
$
|
301
|
$
|
24,092
|
$
|
27,265
|
$
|
(11,644
|
)
|
$
|
15,621
|
|||||||||||||||||
Average CQR
|
-
|
-
|
-
|
-
|
202
|
13,873
|
14,075
|
(9,942
|
)
|
4,133
|
||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
3,102
|
3,102
|
-
|
-
|
3,102
|
-
|
3,102
|
|||||||||||||||||||||||||||
Total
|
$
|
399
|
$
|
305
|
$
|
5,270
|
$
|
5,974
|
$
|
503
|
$
|
37,965
|
$
|
44,442
|
$
|
(21,586
|
)
|
$
|
22,856
|
March 31,
2017
|
March 31,
2016
|
|||||||
Furniture, fixtures and equipment
|
$
|
17,132
|
$
|
15,033
|
||||
Vehicles
|
343
|
370
|
||||||
Capitalized software
|
4,342
|
4,018
|
||||||
Leasehold improvements
|
4,680
|
3,978
|
||||||
Total assets
|
26,497
|
23,399
|
||||||
Accumulated depreciation and amortization
|
(19,807
|
)
|
(17,133
|
)
|
||||
Property and equipment - net
|
$
|
6,690
|
$
|
6,266
|
March 31,
2017
|
March 31,
2016
|
|||||||
Other current assets:
|
||||||||
Deposits & funds held in escrow
|
$
|
39,161
|
$
|
3,116
|
||||
Prepaid assets
|
3,388
|
6,683
|
||||||
Other
|
815
|
850
|
||||||
Total other current assets
|
$
|
43,364
|
$
|
10,649
|
||||
Other assets:
|
||||||||
Deferred costs
|
$
|
3,536
|
$
|
1,831
|
||||
Property and equipment, net
|
6,690
|
6,266
|
||||||
Other
|
1,730
|
547
|
||||||
Total other assets - long term
|
$
|
11,956
|
$
|
8,644
|
March 31,
2017
|
March 31,
2016
|
|||||||
Other current liabilities:
|
||||||||
Accrued expenses
|
$
|
7,450
|
$
|
7,109
|
||||
Accrued income taxes payable
|
1,761
|
-
|
||||||
Other
|
9,968
|
6,009
|
||||||
Total other current liabilities
|
$
|
19,179
|
$
|
13,118
|
||||
Other liabilities:
|
||||||||
Deferred revenue
|
$
|
4,704
|
$
|
1,866
|
||||
Other
|
2,376
|
397
|
||||||
Total other liabilities - long term
|
$
|
7,080
|
$
|
2,263
|
March 31,
2017
|
March 31,
2016
|
|||||||
Recourse notes payable with interest rates ranging from 3.20% and 4.13% at March 31, 2017 and ranging from 2.70% and 4.13% at March 31, 2016.
|
||||||||
Current
|
$
|
908
|
$
|
2,288
|
||||
Long-term
|
-
|
1,054
|
||||||
Total recourse notes payable
|
$
|
908
|
$
|
3,342
|
||||
Non-recourse notes payable secured by financing receivables and investments in operating leases with interest rates ranging from 2.0% to 7.75% at March 31, 2017 and ranging from 1.70% to 8.50% as of March 31, 2016.
|
||||||||
Current
|
$
|
26,085
|
$
|
26,042
|
||||
Long-term
|
10,431
|
18,038
|
||||||
Total non-recourse notes payable
|
$
|
36,516
|
$
|
44,080
|
Recourse Notes
Payable
|
Non-Recourse
Notes Payable
|
|||||||
Year ending March 31, 2018
|
$
|
908
|
$
|
26,085
|
||||
2019
|
-
|
7,781
|
||||||
2020
|
-
|
1,938
|
||||||
2021
|
-
|
712
|
||||||
2022 and thereafter
|
-
|
-
|
||||||
$
|
908
|
$
|
36,516
|
Contractual Obligations
|
(in thousands)
|
|||
Year ending March 31, 2018
|
$
|
4,715
|
||
2019
|
2,460
|
|||
2020
|
1,155
|
|||
2021
|
595
|
|||
2022 and thereafter
|
124
|
|||
Operating lease obligations (1)
|
$
|
9,049
|
(1) |
Excluding taxes, insurance and common area maintenance charges.
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Calculation of earnings per common share - basic:
|
||||||||||||
Net earnings
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
||||||
Net earnings attributable to participating securities
|
-
|
-
|
59
|
|||||||||
Net earnings attributable to common shareholders
|
$
|
50,556
|
$
|
44,747
|
$
|
45,781
|
||||||
Calculation of earnings per common share - diluted:
|
||||||||||||
Net earnings attributable to common shareholders— basic
|
$
|
50,556
|
$
|
44,747
|
$
|
45,781
|
||||||
Add: undistributed earnings attributable to participating securities
|
-
|
-
|
1
|
|||||||||
Net earnings attributable to common shareholders— diluted
|
$
|
50,556
|
$
|
44,747
|
$
|
45,782
|
||||||
Basic and diluted common shares outstanding:
|
||||||||||||
Weighted average common shares outstanding — basic
|
13,867
|
14,513
|
14,636
|
|||||||||
Effect of dilutive shares
|
161
|
175
|
150
|
|||||||||
Weighted average shares common outstanding — diluted
|
14,028
|
14,688
|
14,786
|
|||||||||
Earnings per common share - basic
|
$
|
3.65
|
$
|
3.08
|
$
|
3.13
|
||||||
Earnings per common share - diluted
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
Number of
Shares
|
Weighted
Average Grant-
date Fair Value
|
|||||||
Nonvested April 1, 2016
|
407,603
|
$
|
36.09
|
|||||
Granted
|
146,244
|
$
|
43.15
|
|||||
Vested
|
(181,461
|
)
|
$
|
33.01
|
||||
Forfeited
|
(697
|
)
|
$
|
38.45
|
||||
Nonvested March 31, 2017
|
371,689
|
$
|
40.45
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Statutory federal income tax rate
|
35
|
%
|
35
|
%
|
35
|
%
|
||||||
Income tax expense computed at the U.S. statutory federal rate
|
$
|
30,134
|
$
|
26,513
|
$
|
27,410
|
||||||
State income tax expense—net of federal benefit
|
4,193
|
3,544
|
4,193
|
|||||||||
Non-deductible executive compensation
|
512
|
331
|
222
|
|||||||||
Other
|
717
|
616
|
648
|
|||||||||
Provision for income taxes
|
$
|
35,556
|
$
|
31,004
|
$
|
32,473
|
||||||
Effective income tax rate
|
41.3
|
%
|
40.9
|
%
|
41.5
|
%
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Current:
|
||||||||||||
Federal
|
$
|
29,619
|
$
|
21,361
|
$
|
27,665
|
||||||
State
|
7,001
|
6,114
|
6,667
|
|||||||||
Foreign
|
132
|
13
|
3
|
|||||||||
Total current expense
|
36,752
|
27,488
|
34,335
|
|||||||||
Deferred:
|
||||||||||||
Federal
|
(622
|
)
|
3,727
|
(1,591
|
)
|
|||||||
State
|
(432
|
)
|
(211
|
)
|
(271
|
)
|
||||||
Foreign
|
(142
|
)
|
-
|
-
|
||||||||
Total deferred expense (benefit)
|
(1,196
|
)
|
3,516
|
(1,862
|
)
|
|||||||
Provision for income taxes
|
$
|
35,556
|
$
|
31,004
|
$
|
32,473
|
March 31,
|
||||||||
2017
|
2016
|
|||||||
Deferred Tax Assets:
|
||||||||
Accrued vacation
|
$
|
2,217
|
$
|
2,116
|
||||
Deferred revenue
|
3,107
|
1,046
|
||||||
Foreign net operating loss carryforward
|
462
|
461
|
||||||
Reserve for credit losses
|
2,026
|
1,929
|
||||||
Restricted stock
|
1,779
|
1,778
|
||||||
Other accruals and reserves
|
2,555
|
1,556
|
||||||
Other credits and carryforwards
|
1,166
|
1,275
|
||||||
Gross deferred tax assets
|
13,312
|
10,161
|
||||||
Less: valuation allowance
|
(1,270
|
)
|
(1,270
|
)
|
||||
Net deferred tax assets
|
12,042
|
8,891
|
||||||
Deferred Tax Liabilities:
|
||||||||
Basis difference in fixed assets
|
(1,399
|
)
|
(1,170
|
)
|
||||
Basis difference in operating leases
|
(9,926
|
)
|
(7,749
|
)
|
||||
Basis difference in tax deductible goodwill
|
(2,516
|
)
|
(2,973
|
)
|
||||
Total deferred tax liabilities
|
(13,841
|
)
|
(11,892
|
)
|
||||
Net deferred tax liabilities
|
$
|
(1,799
|
)
|
$
|
(3,001
|
)
|
Fair Value Measurement Using
|
||||||||||||||||
Recorded
Amount
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs
(Level 3) |
|||||||||||||
March 31, 2017
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$
|
50,866
|
$
|
50,866
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Contingent consideration
|
$
|
554
|
$
|
-
|
$
|
-
|
$
|
554
|
||||||||
March 31, 2016
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$
|
39,509
|
$
|
39,509
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Contingent consideration
|
$
|
1,041
|
$
|
-
|
$
|
-
|
$
|
1,041
|
Acquisition
Date Amount
|
||||
Accounts receivable and other current assets
|
$
|
7,491
|
||
Property and equipment
|
1,045
|
|||
Identified intangible assets
|
3,810
|
|||
Accounts payable and other current liabilities
|
(5,786
|
)
|
||
Total identifiable net assets
|
6,560
|
|||
Goodwill
|
6,507
|
|||
Total purchase consideration
|
$
|
13,067
|
Acquisition
Date Amount
|
||||
Accounts receivable—trade, net
|
$
|
8,457
|
||
Property and equipment
|
81
|
|||
Identified intangible assets
|
8,710
|
|||
Accounts payable and other current liabilities
|
(8,641
|
)
|
||
Deferred tax liability
|
(89
|
)
|
||
Total identifiable net assets
|
8,518
|
|||
Goodwill
|
8,131
|
|||
Total purchase consideration
|
$
|
16,649
|
Estimated
Useful Lives
(in years)
|
Acquisition
Date Amount
|
|||||||
Intangible assets—customer relationships
|
7
|
$
|
7,680
|
|||||
Intangible assets—trade names
|
10
|
520
|
||||||
Intangible assets—backlog
|
1
|
510
|
||||||
Total identified intangible assets
|
$
|
8,710
|
Year Ended March 31,
|
||||||||||||||||||||||||||||||||||||
2017
|
2016
|
2015
|
||||||||||||||||||||||||||||||||||
Statement of Operations
|
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
|||||||||||||||||||||||||||
Sales of product and services
|
$
|
1,290,228
|
$
|
-
|
$
|
1,290,228
|
$
|
1,163,337
|
$
|
-
|
$
|
1,163,337
|
$
|
1,100,884
|
$
|
-
|
$
|
1,100,884
|
||||||||||||||||||
Financing revenue
|
-
|
34,200
|
34,200
|
-
|
35,091
|
35,091
|
-
|
34,728
|
34,728
|
|||||||||||||||||||||||||||
Fee and other income
|
4,709
|
252
|
4,961
|
5,728
|
43
|
5,771
|
7,565
|
105
|
7,670
|
|||||||||||||||||||||||||||
Net sales
|
1,294,937
|
34,452
|
1,329,389
|
1,169,065
|
35,134
|
1,204,199
|
1,108,449
|
34,833
|
1,143,282
|
|||||||||||||||||||||||||||
Cost of sales, product and services
|
1,025,188
|
-
|
1,025,188
|
931,782
|
-
|
931,782
|
887,673
|
-
|
887,673
|
|||||||||||||||||||||||||||
Direct lease costs
|
-
|
4,442
|
4,442
|
-
|
10,360
|
10,360
|
-
|
11,062
|
11,062
|
|||||||||||||||||||||||||||
Cost of sales
|
1,025,188
|
4,442
|
1,029,630
|
931,782
|
10,360
|
942,142
|
887,673
|
11,062
|
898,735
|
|||||||||||||||||||||||||||
Selling, general, and administrative expenses
|
193,594
|
11,638
|
205,232
|
167,992
|
10,988
|
178,980
|
155,412
|
11,713
|
167,125
|
|||||||||||||||||||||||||||
Depreciation and amortization
|
7,243
|
9
|
7,252
|
5,532
|
16
|
5,548
|
4,310
|
23
|
4,333
|
|||||||||||||||||||||||||||
Interest and financing costs
|
-
|
1,543
|
1,543
|
70
|
1,708
|
1,778
|
96
|
2,283
|
2,379
|
|||||||||||||||||||||||||||
Operating expenses
|
200,837
|
13,190
|
214,027
|
173,594
|
12,712
|
186,306
|
159,818
|
14,019
|
173,837
|
|||||||||||||||||||||||||||
Operating income
|
68,912
|
16,820
|
85,732
|
63,689
|
12,062
|
75,751
|
60,958
|
9,752
|
70,710
|
|||||||||||||||||||||||||||
Other income
|
380
|
-
|
7,603
|
|||||||||||||||||||||||||||||||||
Earnings before taxes
|
$
|
86,112
|
$
|
75,751
|
$
|
78,313
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Net sales:
|
||||||||||||
U.S.
|
$
|
1,293,705
|
$
|
1,186,904
|
$
|
1,124,371
|
||||||
Non U.S.
|
35,684
|
17,295
|
18,911
|
|||||||||
Total
|
$
|
1,329,389
|
$
|
1,204,199
|
$
|
1,143,282
|
As of March 31,
|
||||||||
2017
|
2016
|
|||||||
Long-lived tangible assets:
|
||||||||
U.S.
|
$
|
31,449
|
$
|
22,632
|
||||
Non U.S.
|
1,878
|
1,427
|
||||||
Total
|
$
|
33,328
|
$
|
24,059
|
Year Ended March 31, 2017
|
||||||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Annual
Amount
|
||||||||||||||||
Net sales
|
$
|
298,503
|
$
|
371,462
|
$
|
326,657
|
$
|
332,767
|
$
|
1,329,389
|
||||||||||
Cost of sales
|
230,839
|
289,529
|
252,871
|
256,391
|
1,029,630
|
|||||||||||||||
Gross profit
|
67,664
|
81,933
|
73,786
|
76,376
|
299,759
|
|||||||||||||||
Selling, general, and administrative expenses
|
48,054
|
51,607
|
50,160
|
55,411
|
205,232
|
|||||||||||||||
Depreciation and amortization
|
1,775
|
1,723
|
1,910
|
1,844
|
7,252
|
|||||||||||||||
Interest and financing costs
|
349
|
400
|
409
|
385
|
1,543
|
|||||||||||||||
Operating expenses
|
50,178
|
53,730
|
52,479
|
57,640
|
214,027
|
|||||||||||||||
Operating income
|
17,486
|
28,203
|
21,307
|
18,736
|
85,732
|
|||||||||||||||
Other income
|
-
|
380
|
-
|
-
|
380
|
|||||||||||||||
Earnings before provision for income taxes
|
17,486
|
28,583
|
21,307
|
18,736
|
86,112
|
|||||||||||||||
Provision for income taxes
|
6,815
|
11,808
|
8,687
|
8,246
|
35,556
|
|||||||||||||||
Net earnings
|
$
|
10,671
|
$
|
16,775
|
$
|
12,620
|
$
|
10,490
|
$
|
50,556
|
||||||||||
Net earnings per common share—Basic (1)
|
$
|
0.76
|
$
|
1.21
|
$
|
0.92
|
$
|
0.76
|
$
|
3.65
|
||||||||||
Net earnings per common share—Diluted (1)
|
$
|
0.75
|
$
|
1.21
|
$
|
0.91
|
$
|
0.75
|
$
|
3.60
|
Year Ended March 31, 2016
|
||||||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Annual
Amount
|
||||||||||||||||
Net sales
|
$
|
269,866
|
$
|
336,286
|
$
|
298,644
|
$
|
299,403
|
$
|
1,204,199
|
||||||||||
Cost of sales
|
210,736
|
264,365
|
234,584
|
232,457
|
942,142
|
|||||||||||||||
Gross profit
|
59,130
|
71,921
|
64,060
|
66,946
|
262,057
|
|||||||||||||||
Selling, general, and administrative expenses
|
42,303
|
43,638
|
44,688
|
48,351
|
178,980
|
|||||||||||||||
Depreciation and amortization
|
1,208
|
1,200
|
1,331
|
1,809
|
5,548
|
|||||||||||||||
Interest and financing costs
|
553
|
422
|
396
|
407
|
1,778
|
|||||||||||||||
Operating expenses
|
44,064
|
45,260
|
46,415
|
50,567
|
186,306
|
|||||||||||||||
Operating income
|
15,066
|
26,661
|
17,645
|
16,379
|
75,751
|
|||||||||||||||
Earnings before provision for income taxes
|
15,066
|
26,661
|
17,645
|
16,379
|
75,751
|
|||||||||||||||
Provision for income taxes
|
6,252
|
10,982
|
7,348
|
6,422
|
31,004
|
|||||||||||||||
Net earnings
|
$
|
8,814
|
$
|
15,679
|
$
|
10,297
|
$
|
9,957
|
$
|
44,747
|
||||||||||
Net earnings per common share—Basic (1)
|
$
|
0.61
|
$
|
1.08
|
$
|
0.71
|
$
|
0.69
|
$
|
3.08
|
||||||||||
Net earnings per common share—Diluted (1)
|
$
|
0.60
|
$
|
1.07
|
$
|
0.70
|
$
|
0.68
|
$
|
3.05
|
(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
Beginning of
|
Charged to
Costs and
|
Deductions/
Write-Offs
|
Balance at End
of Period
|
|||||||||||||
Allowance for Sales Returns: (1)
|
||||||||||||||||
Year Ended March 31, 2015
|
592
|
1,009
|
(988
|
)
|
613
|
|||||||||||
Year Ended March 31, 2016
|
613
|
1,500
|
(1,460
|
)
|
653
|
|||||||||||
Year Ended March 31, 2017
|
653
|
1,530
|
(1,431
|
)
|
752
|
|||||||||||
Reserve for Credit Losses:
|
||||||||||||||||
Year Ended March 31, 2015
|
5,752
|
125
|
(254
|
)
|
5,623
|
|||||||||||
Year Ended March 31, 2016
|
5,623
|
(242
|
)
|
(188
|
)
|
5,193
|
||||||||||
Year Ended March 31, 2017
|
5,193
|
277
|
(78
|
)
|
5,392
|
|||||||||||
Valuation for Deferred Taxes:
|
||||||||||||||||
Year Ended March 31, 2015
|
1,287
|
(64
|
)
|
-
|
1,223
|
|||||||||||
Year Ended March 31, 2016
|
1,223
|
47
|
-
|
1,270
|
||||||||||||
Year Ended March 31, 2017
|
1,270
|
-
|
-
|
1,270
|
(1) |
These amounts represent the gross profit effect of sales returns during the respective years. Expected merchandise returns after year-end for sales made before year-end were $4.6 million, $4.0 million, and $3.8 million as of March 31, 2017, 2016, and 2015, respectively.
|
|
(i)
|
designate Participants;
|
|
(ii)
|
determine the type or types of Awards to be granted to each Participant under the Employee Plan;
|
|
(iii)
|
determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards;
|
|
(iv)
|
determine the terms and conditions of any Award;
|
|
(v)
|
Determine the effect of termination of employment on any Award;
|
|
(vi)
|
determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;
|
|
(vii)
|
determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Employee Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;
|
|
(viii)
|
interpret and administer the Employee Plan and any instrument or agreement relating to, or Award made under, the Employee Plan;
|
|
(ix)
|
establish, amend, suspend, or waive such rules and guidelines;
|
|
(x)
|
reduce, eliminate or accelerate any restriction or vesting requirement, applicable to an Award at any time after the grant of an Award or to extend the time for exercising any Option (but not beyond the original ten-year term), Restricted Stock Awards or Restricted Stock Units;
|
|
(xi)
|
to amend any Award Agreement or waive any provision, condition or limitation thereof;
|
|
(xii)
|
make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Employee Plan; and
|
|
(xiii)
|
correct any defect, supply any omission, or reconcile any inconsistency in the Employee Plan or any Award in the manner and to the extent it shall deem desirable to carry the Employee Plan into effect.
|
(a)
|
Accounting for Awards
. For purposes of this Section 4,
|
|
(i)
|
if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Employee Plan; and
|
|
(ii)
|
Dividend Equivalents denominated in Shares and Awards not denominated in Shares but potentially payable in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Employee Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares,
provided, however
, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under this Plan.
|
|
(iii)
|
Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee's permission, prior to the issuance of Shares, for Awards not involving Shares, or shares withheld from an Award, or delivered by a Participant to satisfy minimum tax withholding requirements, shall be available again for grant under this Plan. Shares subject to an Award under the Employee Plan may not again be made available for issuance under the Employee Plan if such Shares are: (x) Shares that were subject to an Option or a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Option or Stock Appreciation Right, (y) Shares delivered to or withheld by the Company to pay the exercise price under Options or Stock Appreciation Rights, or (z) Shares repurchased on the open market with the proceeds of an Option exercise.
|
|
(i)
|
Amount of Shares
. The Committee may grant Options to a Participant in such amounts as the Committee may determine, subject to the limitations se forth in Section 6(g)(v) of the Employee Plan. The number of Shares subject to an Option shall be set forth in the applicable Award Agreement.
|
|
(ii)
|
Exercise Price
. The exercise price per Share under an Option shall be determined by the Committee;
provided, however
, and except as provided in Section 4(d), that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option. The exercise price of an Option, as determined by the Committee pursuant to this Section 6(a)(ii), shall be set forth in the applicable Award Agreement.
|
|
(iii)
|
Option Term
. Except as set forth in Section 6(a)(vii) below, the term of each Option shall not exceed ten (10) years from the date of grant.
|
|
(iv)
|
Timing of Exercise
. Except as may otherwise be provided in the Award Agreement or as the Committee may otherwise determine, and subject to the Committee's authority under Section 3(a) to accelerate the vesting of an Award and to waive or amend any terms, conditions, limitations or restrictions of an Award, each Option granted under the Employee Plan shall be exercisable in whole or in part, subject to the following conditions, limitations and restrictions:
|
|
(A)
|
20% of the Shares subject to an Option shall first become exercisable on the one-year anniversary of the date of grant, 30% shall first become exercisable on the two-year anniversary of the date of grant and the remainder shall first become exercisable on the three-year anniversary of the date of grant;
|
|
(B)
|
All Options subject to the Award shall become immediately exercisable upon a Change in Control;
|
|
(C)
|
All Options granted to a Participant shall become immediately exercisable upon the death or Disability of the Participant and must be exercised, if at all, within one year after such Participant's death or Disability, but in no event after the date such Options would otherwise lapse. Options of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise such Options by the Participant's will or by operation of law. In the event an Option is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Option has been transferred by the Participant's will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver Shares thereunder unless and until the Company is satisfied that the person or persons exercising the Option is or are the duly appointed executor(s) or administrator(s) of the deceased Participant or the person to whom the Option has been transferred by the Participant's will or by the applicable laws of descent and distribution;
|
|
(D)
|
Upon an Employee's Retirement, all Options that have not become exercisable as of the date of Retirement shall be forfeited and to the extent that Options have become exercisable as of such date, such Options must be exercised, if at all, within one year after Retirement, but in no event after the date such Options would otherwise lapse; and
|
|
(E)
|
The Option shall lapse upon termination of employment for Cause. Except as otherwise provided in Section 6(a)(vii) or Section 6(g)(xii), upon an Employee's termination of employment, for any reason other than death, Disability, Retirement or Cause, all Options that have not become exercisable as of the date of termination shall be forfeited and to the extent that Options have become exercisable as of such date, such Options must be exercised, if at all, within 90 days after such termination of employment.
|
|
(v)
|
Payment of Exercise Price
. The exercise price shall be paid in full when the Option is exercised and stock certificates shall be registered and delivered only upon receipt of such payment. Unless otherwise provided by the Committee, payment of the exercise price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order or any other form of consideration approved by the Committee. In addition, at the discretion of the Committee, payment of all or a portion of the exercise price may be made by
|
|
(A)
|
Delivering a properly executed exercise notice to the Company, or its agent, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds with respect to the portion of the Shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid and appropriate tax withholding;
|
|
(B)
|
Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at least six months having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid; or
|
|
(C)
|
any combination of the foregoing.
|
|
(vi)
|
Incentive Stock Options
. The terms of any Incentive Stock Option granted under the Employee Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder which are hereby incorporated by reference. In the event that any provision of the Employee Plan would contravene the Code rules that apply to Incentive Stock Options, such Plan provision shall not apply to Incentive Stock Options. Incentive Stock Options granted under the Employee Plan shall be subject to the following additional conditions, limitations and restrictions:
|
|
(A)
|
Timing of Grant
. No Incentive Stock Option shall be granted under the Employee Plan after the 10-year anniversary of the date the Employee Plan is adopted by the Board.
|
|
(B)
|
Amount of Award
. The aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any subsidiary) may not exceed $100,000, taking Incentive Stock Option into account in the order in which they were granted. To the extent an Option initially designated as an Incentive Stock Option exceeds the value limit of this Section or otherwise fails to satisfy the requirements applicable to Incentive Stock Options, it shall be deemed a Non-Qualified Stock Option and shall otherwise remain in full force and effect.
|
|
(C)
|
Timing of Exercise
. In the event that the Committee exercises its discretion to permit an Incentive Stock Option to be exercised by a Participant more than three months after the Participant's termination of employment and such exercise occurs more than three months after such Participant has ceased being an Employee (or more than 12 months after the Participant is Disabled or dies), such Incentive Stock Option shall thereafter be treated as a Non-Qualified Stock Option for all purposes.
|
|
(D)
|
Transfer Restrictions
. In no event shall the Committee permit an Incentive Stock Option to be transferred by a Participant other than by will or the laws of descent and distribution, and any Incentive Stock Option granted hereunder shall be exercisable, during his or her lifetime, only by the Participant.
|
|
(E)
|
Ten Percent Owners
. No Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Affiliate unless the exercise price per share of such Option is at least 110% of the Fair Market Value per Share at the date of grant and the Option expires no later than five years after the date of grant.
|
|
(vii)
|
Extension of Option Term for Blackouts
. At its discretion, the Committee may extend the term of any Option beyond its earlier termination pursuant to Section 6(a)(iii),(iv)(C), (iv)(D) or (iv)(E) if the Company had prohibited the participant from exercising the Option prior to termination or expiration in order to comply with applicable Federal, state, local or foreign law, provided that such extension may not exceed the earlier of 30 days from the date such prohibition is lifted or ten years after the Option grant date.
|
|
(viii)
|
No Deferral Feature
. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
|
|
(i)
|
Grant Price
. Shall be determined by the Committee,
provided, however
, and except as provided in Section 7, that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock Appreciation Right is at any time granted in tandem with an Option, the grant price of the Stock Appreciation Right shall not be less than the exercise price of such Option.
|
|
(ii)
|
Term
. The term of each Stock Appreciation Right shall not exceed ten (10) years from the date of grant.
|
|
(iii)
|
Time and Method of Exercise
. The Committee shall establish in the applicable Award Agreement the time or times at which a Stock Appreciation Right may be exercised in whole or in part.
|
|
(iv)
|
No Deferral Feature
. No Stock Appreciation Right shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Stock Appreciation Right.
|
|
(i)
|
Restrictions
. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. The Committee may remove any vesting condition or other restriction or reduce any restriction period applicable to a particular Restricted Stock Award or, subject to compliance with Code Section 409A, a particular grant of Restricted Stock Units. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such restrictions have lapsed. Except as otherwise provided in an Award Agreement or any special Plan document governing an Award, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units until such time as Shares are paid in settlement of the Restricted Stock Units. Unless otherwise provided in the applicable Award Agreement, Awards of Restricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to shareholders or, if later, the 15th day of the third month following the date the dividends are paid to shareholders (or shall otherwise be in compliance with, or exempt from, Code Section 409A).
|
|
(ii)
|
Registration
. Any Restricted Stock or Restricted Stock Units granted under the Employee Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Employee Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
|
|
(iii)
|
Forfeiture
. Upon termination of employment during the applicable restriction period for any reason other than death or Disability, except as determined otherwise by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company.
|
|
(iv)
|
Compliance with Section 409A.
Each Restricted Stock Unit shall comply with the requirements of subsection (a) of Section 409A (to constitute either a short-term deferral or otherwise be excluded from Section 409A, or to meet the requirements of Section 409A applicable to a deferral of compensation) and be implemented in accordance with such requirements.
|
|
(i)
|
may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, or other Awards; and
|
|
(ii)
|
shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such Performance Periods as the Committee shall establish.
|
|
(i)
|
No Cash Consideration for Awards
. Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
|
|
(ii)
|
Awards may be Granted Separately or Together
. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards.
|
|
(iii)
|
Forms of Payment under Awards
. Subject to the terms of the Employee Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.
|
|
(iv)
|
Limits on Transfer of Awards
. Except as provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution
provided, however
, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant's lifetime, only by the Participant or, in the case of Participant's Disability, by the Participant's guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.
|
|
(v)
|
Per-Person Limitation on Options and SARs
. The number of Shares with respect to which Options and Stock Appreciation Rights may be granted under the Employee Plan during any calendar year to an individual Participant shall not exceed one hundred thousand (100,000) Shares, subject to adjustment as provided in Section 7.
|
|
(vi)
|
Per-Person Limitation on Certain Awards
. Other than Options and Stock Appreciation Rights, the aggregate number of Shares with respect to which Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards may be granted under the Employee Plan during any calendar year to an individual Participant shall not exceed one hundred thousand (100,000) Shares, subject to adjustment as provided in Section 7.
|
|
(vii)
|
Conditions and Restrictions upon Securities Subject to Awards
. The Committee may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to applicable law, (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.
|
|
(viii)
|
Share Certificates
. All Shares or other securities delivered under the Employee Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Employee Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or automated quotation system upon which such Shares or other securities are then listed, quoted, or traded, and any applicable Federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates or issue instructions to the transfer agent to make appropriate reference to such restrictions.
|
|
(ix)
|
Suspension of Exercise
. The Company reserves the right from time to time to suspend the exercise of any stock option or stock appreciation right where such suspension is deemed by the Company as necessary or appropriate for corporate purposes.
|
|
(x)
|
Change in Control
. Notwithstanding anything to the contrary in the Employee Plan, any conditions or restrictions on Restricted Stock shall lapse upon a Change in Control.
|
|
(xi)
|
Award Agreement
. Each grant of an Award under the Employee Plan will be evidenced by an Award Agreement. Such document will contain such provisions as the Committee may in its discretion deem advisable,
provided
that such provisions are not inconsistent with any of the provisions of the Employee Plan.
|
|
(xii)
|
Special Forfeiture Provision
. If the Committee, in its discretion, determines and the applicable Award Agreement so provides, a Participant who, without prior written approval of the Company, enters into any employment or consultation arrangement (including service as an agent, partner, stockholder, consultant, officer or director) to any entity or person engaged in any business in which the Company or its affiliates is engaged which, in the sole judgment of the Company, is competitive with the Company or any Affiliate, (i) shall forfeit all rights under any outstanding Option or Stock Appreciation Right and shall return to the Company the amount of any profit realized upon the exercise, within such period as the Committee may determine, of any Option or Stock Appreciation Right, and (ii) shall forfeit and return to the Company all Shares of Restricted Stock and other Awards which are not then vested or which vested but remain subject to the restrictions imposed by this Section 6(g)(xii), as provided in the Award Agreement.
|
|
(xiii)
|
No Repricing
. Repricing of Options or Stock Appreciation Rights shall not be permitted without stockholder approval. For this purpose, a "
repricing
" means any of the following (or any other action that has the same effect as any of the following): (A) changing the terms of an Option or Stock Appreciation Right to lower its exercise price (other than pursuant to Section 7); (B) any other action that is treated as a "repricing" under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or Stock Appreciation Right at a time when its exercise price is greater than the Fair Market Value of the underlying stock in exchange for another Award, unless the cancellation and exchange occurs in connection with an event set forth in Section 7. Such cancellation and exchange would be considered a "repricing" regardless of whether it is treated as a "repricing" under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.
|
|
(xiv)
|
Employment with Affiliate or Successor
. Employment by the Company, any Affiliate or a successor to the Company shall be considered employment by the Company for all purposes of any Award. If the Award is assumed or a new award is substituted therefore in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.
|
|
(i)
|
the number and type of Shares or other securities which thereafter may be made the subject of Awards including the limit specified in Section 4(a) regarding the number of shares that may be granted in the form of Restricted Stock, Restricted Stock Units, Performance Awards, or Other Stock-Based Awards;
|
|
(ii)
|
the number and type of Shares or other securities subject to outstanding Awards;
|
|
(iii)
|
the number and type of Shares or other securities specified as the annual per-participant limitation under Section 6(g)(v) and (vi);
|
|
(iv)
|
the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and
|
|
(v)
|
other value determinations applicable to outstanding awards.
|
|
(i)
|
provide that Awards will be settled in cash rather than Stock;
|
|
(ii)
|
provide that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction;
|
|
(iii)
|
provide that performance targets and performance periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable;
|
|
(iv)
|
provide, upon written notice to Participants, that all Awards that are currently exercisable must be exercised within the time period specified in the notice and that all Awards not exercised as of the expiration of such period shall be terminated without consideration; provided, however, that the Committee (or successor board of directors) may provide, in its discretion, that, for purposes of this subsection, all outstanding Awards are currently exercisable, whether or not vested;
|
|
(v)
|
cancel any or all Awards and, in consideration of such cancellation, pay to each Participant an amount in cash with respect to each Share issuable under an Award equal to the difference between the Fair Market Value of such Share on such date (or, if greater, the value per Share of the consideration received by holders of Shares as a result of such merger, consolidation, reorganization or sale) and the Exercise Price; or
|
|
(vi)
|
any combination of the foregoing.
|
|
(i)
|
increase the total number of Shares available for Awards under the Employee Plan, except as provided in Section 7 hereof; or
|
|
(ii)
|
except as provided in Section 7, permit Options, Stock Appreciation Rights, or other Stock-Based Awards encompassing rights to purchase Shares to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted Option or the grant price of a previously granted Stock Appreciation Right, or the purchase price of a previously granted Other Stock-Based Award.
|
|
(i)
|
obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
|
|
(ii)
|
completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(amounts in thousands) | ||||||||||||
Earnings before provision for income taxes
|
$
|
86,112
|
$
|
75,751
|
$
|
78,313
|
||||||
Fixed charges
|
1,809
|
2,014
|
2,601
|
|||||||||
Earnings before provision for income taxes plus fixed charges
|
$
|
87,921
|
$
|
77,765
|
$
|
80,914
|
||||||
Fixed charges:
|
||||||||||||
Interest expensed
|
$
|
1,543
|
$
|
1,778
|
$
|
2,379
|
||||||
Estimate of interest included in rent expense
|
266
|
236
|
222
|
|||||||||
Fixed charges
|
$
|
1,809
|
$
|
2,014
|
$
|
2,601
|
||||||
Ratio of earnings to fixed charges (1)
|
48.60
|
38.61
|
31.10
|
1.
|
In calculating the ratio of earnings to fixed charges, “earnings” consist of pretax income (loss) plus fixed charges. “Fixed charges” represent interest incurred (whether expensed or capitalized) and an estimate of the interest within rental expense.
|
a) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
b) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
e
Plus inc.
|
/s/ MARK P. MARRON
|
|
Mark P. Marron Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ ELAINE D. MARION
|
|
Elaine D. Marion Chief Financial Officer
|
|
(Principal Financial 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;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ MARK P. MARRON
|
|
Mark P. Marron
|
|
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;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ ELAINE D. MARION
|
|
Elaine D. Marion
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|