Delaware
|
54-1817218
|
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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13595 Dulles Technology Drive, Herndon, VA 20171-3413
|
(Address of principal executive offices)
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Title of each class
|
Name of each exchange on which registered
|
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Common Stock, $.01 par value
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NASDAQ Global Select Market
|
Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
(do not check if smaller reporting company)
|
Smaller reporting company
☐
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Emerging growth company
☐
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Page
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||
1 | ||
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Part I
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||
Item 1.
|
3 | |
13 | ||
Item 1A.
|
14 | |
Item 1B.
|
24 | |
Item 2.
|
24 | |
Item 3.
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24 | |
Item 4.
|
24 | |
Part II
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||
Item 5.
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25 | |
Item 6.
|
28 | |
Item 7.
|
32 | |
Item 7A.
|
50 | |
Item 8.
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51 | |
Item 9.
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51 | |
Item 9A.
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51 | |
Item 9B.
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52 | |
Part III
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||
Item 10.
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53 | |
Item 11.
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53 | |
Item 12.
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53 | |
Item 13.
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53 | |
Item 14.
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53
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Part IV
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||
Item 15.
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54
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Item 16.
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57
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58
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· |
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;
|
· |
domestic and international economic regulations uncertainty (i.e. tariffs, NAFTA, and Tran-pacific Partnership, etc).
|
· |
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 product sales, third-party software assurance and maintenance with 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 using 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 use 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 to our customers;
|
· |
changes in the IT industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service (IaaS”), and software as a service (“SaaS”);
|
· |
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 own 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, 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.
|
· |
Multi-Cloud 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 customers 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 utilizing 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, and digital infrastructure.
|
· |
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 and data and business processes, as well as compliance with an increasing number of general and industry-specific government regulations. 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 platforms, 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 complex IT offerings, including 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 shifting 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 in-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, such as ePlus, to manage significant aspects of their IT environment, from design, implementation, pre- and post-sales support, to maintenance, engineering, cloud management, security operations, and other services.
|
· |
IT Sales:
Our offerings consist of hardware, software, maintenance, software assurance, and internally-provided and outsourced 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 from leading manufacturers and software publishers, 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, and virtual desktop infrastructure, supported by security and managed services solutions;
|
· |
Security solutions
help safeguard our customers’ IT infrastructure through environment analysis, risk identification, best practices, governance, 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; and
|
· |
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.
|
· |
Integrated Data Storage, LLC (“IDS”) an advanced data center solutions provider focused on cloud enablement and managed services, including its proprietary IDS Cloud. The acquisition expands ePlus’ footprint in the Midwest and enhances its sales and engineering capabilities in cloud services, disaster recovery and backup as a service, storage, data center, and professional services.
|
· |
OneCloud Consulting, Inc. (“OneCloud”). The acquisition, based in Milpitas, California, provides us with additional ability to address customers’ needs in cloud-based solutions and infrastructure, including DevOps, OpenStack, and other emerging technologies, to our broad customer base.
|
· |
Consolidated Communications IT services and integration business ("Consolidated IT Services"), providing data center, unified communications, networking, and security solutions, as well as expanded our 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") – Expanded our sales presence in New York and New England, as well as an operating branch in London that serves the U.K. and global customers.
|
March 31,
|
Change
|
|||||||||||
2018
|
2017
|
|||||||||||
Sales and Marketing
|
499
|
493
|
6
|
|||||||||
Professional Services
|
466
|
400
|
66
|
|||||||||
Administration
|
207
|
200
|
7
|
|||||||||
Software Development and Internal IT
|
80
|
73
|
7
|
|||||||||
Executive Management
|
8
|
7
|
1
|
|||||||||
1,260
|
1,173
|
87
|
Name
|
Age
|
Position
|
Phillip G. Norton
|
74
|
Executive Chairman
|
Mark P. Marron
|
56
|
Chief Executive Officer and President
|
Elaine D. Marion
|
50
|
Chief Financial Officer
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Quarter Ended
|
High
|
Low
|
||||||
Fiscal Year 2018
|
||||||||
March 31, 2018
|
$
|
82.10
|
$
|
67.65
|
||||
December 31, 2017
|
$
|
97.75
|
$
|
72.28
|
||||
September 30, 2017
|
$
|
93.95
|
$
|
72.38
|
||||
June 30, 2017
|
$
|
81.30
|
$
|
63.76
|
||||
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
|
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, 2017 through April 30, 2017
|
-
|
$
|
-
|
-
|
1,000,000
|
(2
|
)
|
|||||||||||||
May 1, 2017 through May 31, 2017
|
-
|
$
|
-
|
-
|
1,000,000
|
(3
|
)
|
|||||||||||||
June 1, 2017 through June 30, 2017
|
54,546
|
$
|
75.72
|
-
|
1,000,000
|
(4
|
)
|
|||||||||||||
July 1, 2017 through July 31, 2017
|
3,179
|
$
|
79.50
|
-
|
1,000,000
|
(5
|
)
|
|||||||||||||
August 1, 2017 through August 18, 2017
|
-
|
$
|
-
|
-
|
1,000,000
|
(6
|
)
|
|||||||||||||
August 19, 2017 through August 31, 2017
|
-
|
$
|
-
|
-
|
500,000
|
(7
|
)
|
|||||||||||||
September 1, 2017 through September 30, 2017
|
-
|
$
|
-
|
-
|
500,000
|
(8
|
)
|
|||||||||||||
October 1, 2017 through October 31, 2017
|
-
|
$
|
-
|
-
|
500,000
|
(9
|
)
|
|||||||||||||
November 1, 2017 through November 30, 2017
|
56,707
|
$
|
78.21
|
56,707
|
443,293
|
(10
|
)
|
|||||||||||||
December 1, 2017 through December 31, 2017
|
68,898
|
$
|
77.61
|
68,898
|
374,395
|
(11
|
)
|
|||||||||||||
January 1, 2018 through January 31, 2018
|
96,569
|
$
|
77.68
|
96,569
|
277,826
|
(12
|
)
|
|||||||||||||
February 1, 2018 through February 28, 2018
|
94,065
|
$
|
75.58
|
94,065
|
183,761
|
(13
|
)
|
|||||||||||||
March 1, 2018 through March 31, 2018
|
93,600
|
$
|
77.34
|
93,600
|
90,161
|
(14
|
)
|
(1)
|
All shares acquired were in open-market purchases, except for 54,546 and 3,179 shares, which were repurchased in June and July 2017, respectively, 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, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of April 30, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
(3)
|
The share purchase authorization in place for the month ended May 31, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of May 31, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
(4)
|
The share purchase authorization in place for the month ended June 30, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of June 30, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
(5)
|
The share purchase authorization in place for the month ended July 31, 2017 had purchase limitations on the number of shares of up to 1,000,000 shares. As of July 31, 2017, the remaining authorized shares to be purchased were 1,000,000.
|
(6)
|
As of August 18, 2017 the authorization under the then existing share purchase plan expired.
|
(7)
|
On August 15, 2017, the board of directors authorized the company to repurchase up to 500,000 shares of our outstanding common stock commencing on August 19, 2017 through August 18, 2018. As of August 31, 2017, the remaining authorized shares to be purchased were 500,000.
|
(8)
|
The share purchase authorization in place for the month ended September 30, 2017 had purchase limitations on the number of shares of up to 500,000 shares. As of September 30, 2017, the remaining authorized shares to be purchased were 500,000.
|
(9)
|
The share purchase authorization in place for the month ended October 31, 2017 had purchase limitations on the number of shares of up to 500,000 shares. As of October 31, 2017, the remaining authorized shares to be purchased were 500,000.
|
(10)
|
The share purchase authorization in place for the month ended November 30, 2017 had purchase limitations on the number of shares of up to 500,000 shares. As of November 30, 2017, the remaining authorized shares to be purchased were 443,293.
|
(11)
|
The share purchase authorization in place for the month ended December 31, 2017 had purchase limitations on the number of shares of up to 500,000 shares. As of December 31, 2017, the remaining authorized shares to be purchased were 374,395.
|
(12)
|
The share purchase authorization in place for the month ended January 31, 2018 had purchase limitations on the number of shares of up to 500,000 shares. As of January 31, 2018, the remaining authorized shares to be purchased were 277,826.
|
(13)
|
The share purchase authorization in place for the month ended February 28, 2018 had purchase limitations on the number of shares of up to 500,000 shares. As of February 28, 2018, the remaining authorized shares to be purchased were 183,761.
|
(14)
|
The share purchase authorization in place for the month ended March 31, 2018 had purchase limitations on the number of shares of up to 500,000 shares. As of March 31, 2018, the remaining authorized shares to be purchased were 90,161.
|
For the years ended March 31,
|
||||||||||||||||||||
Statement of Operations Data:
|
2018
|
2017
|
2016
|
2015
|
2014
|
|||||||||||||||
(in thousands, except per share data)
|
||||||||||||||||||||
Net sales
|
$
|
1,410,997
|
$
|
1,329,389
|
$
|
1,204,199
|
$
|
1,143,282
|
$
|
1,057,536
|
||||||||||
Cost of sales
|
1,087,515
|
1,029,630
|
942,142
|
898,735
|
840,623
|
|||||||||||||||
Gross profit
|
323,482
|
299,759
|
262,057
|
244,547
|
216,913
|
|||||||||||||||
Operating expense
|
239,243
|
214,027
|
186,306
|
173,837
|
156,815
|
|||||||||||||||
Operating income
|
84,239
|
85,732
|
75,751
|
70,710
|
60,098
|
|||||||||||||||
Other income
|
(348
|
)
|
380
|
-
|
7,603
|
-
|
||||||||||||||
Earnings before provision for income taxes
|
83,891
|
86,112
|
75,751
|
78,313
|
60,098
|
|||||||||||||||
Provision for income taxes
|
28,769
|
35,556
|
31,004
|
32,473
|
24,825
|
|||||||||||||||
Net earnings
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
$
|
35,273
|
||||||||||
Net earnings per common share - basic
|
$
|
4.00
|
$
|
3.65
|
$
|
3.08
|
$
|
3.13
|
$
|
2.21
|
||||||||||
Net earnings per common share - diluted
|
$
|
3.95
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
$
|
2.19
|
For the years ended March 31,
|
||||||||||||||||||||
Balance Sheet Data:
|
2018
|
2017
|
2016
|
2015
|
2014
|
|||||||||||||||
(in thousands)
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
118,198
|
$
|
109,760
|
$
|
94,766
|
$
|
76,175
|
$
|
80,179
|
||||||||||
Accounts receivable—net
|
296,688
|
291,016
|
276,399
|
249,803
|
243,216
|
|||||||||||||||
Total financing receivables and operating leases—net
|
138,447
|
123,539
|
132,354
|
143,900
|
143,739
|
|||||||||||||||
Total assets
|
$
|
758,704
|
$
|
741,720
|
$
|
616,680
|
$
|
568,275
|
$
|
550,103
|
||||||||||
Total non-recourse and recourse notes payable
|
$
|
52,278
|
$
|
37,424
|
$
|
47,422
|
$
|
56,564
|
$
|
68,888
|
||||||||||
Total liabilities
|
$
|
386,101
|
$
|
395,802
|
$
|
297,802
|
$
|
289,013
|
$
|
283,720
|
||||||||||
Total stockholders' equity
|
$
|
372,603
|
$
|
345,918
|
$
|
318,878
|
$
|
279,262
|
$
|
266,383
|
||||||||||
Weighted average common shares outstanding—basic
|
13,790
|
13,867
|
14,513
|
14,636
|
15,853
|
|||||||||||||||
Weighted average common shares outstanding—diluted
|
13,967
|
14,028
|
14,688
|
14,786
|
15,999
|
For the years ended March 31,
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
Sales of products and services
|
$
|
1,364,145
|
$
|
1,290,228
|
$
|
1,163,337
|
$
|
1,100,884
|
$
|
1,013,374
|
||||||||||
Adjusted gross billings of product and services (1)
|
$
|
1,891,065
|
$
|
1,775,708
|
$
|
1,556,463
|
$
|
1,435,039
|
$
|
1,276,133
|
||||||||||
Gross margin
|
22.9
|
%
|
22.5
|
%
|
21.8
|
%
|
21.4
|
%
|
20.5
|
%
|
||||||||||
Gross margin, product and services
|
20.7
|
%
|
20.5
|
%
|
19.9
|
%
|
19.4
|
%
|
18.3
|
%
|
||||||||||
Operating income margin
|
6.0
|
%
|
6.4
|
%
|
6.3
|
%
|
6.2
|
%
|
5.7
|
%
|
||||||||||
Net earnings
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
$
|
35,273
|
||||||||||
Net earnings margin
|
3.9
|
%
|
3.8
|
%
|
3.7
|
%
|
4.0
|
%
|
3.3
|
%
|
||||||||||
Net earnings per common share - diluted
|
$
|
3.95
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
$
|
2.19
|
||||||||||
Non-GAAP: Net earnings (2)
|
$
|
61,458
|
$
|
59,378
|
$
|
53,065
|
$
|
47,677
|
$
|
40,692
|
||||||||||
Non-GAAP: Net earnings per common share - diluted (2)
|
$
|
4.40
|
$
|
4.23
|
$
|
3.61
|
$
|
3.22
|
$
|
2.52
|
||||||||||
Adjusted EBITDA (3)
|
$
|
102,774
|
$
|
99,287
|
$
|
87,691
|
$
|
79,514
|
$
|
67,267
|
||||||||||
Adjusted EBITDA margin (3)
|
7.3
|
%
|
7.5
|
%
|
7.3
|
%
|
7.0
|
%
|
6.4
|
%
|
||||||||||
Purchases of property and equipment used internally
|
$
|
5,353
|
$
|
3,356
|
$
|
2,442
|
$
|
3,610
|
$
|
4,238
|
||||||||||
Purchases of equipment under operating leases
|
2,237
|
6,202
|
12,026
|
8,163
|
5,714
|
|||||||||||||||
Total capital expenditures
|
$
|
7,590
|
$
|
9,558
|
$
|
14,468
|
$
|
11,773
|
$
|
9,952
|
(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,
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
Sales of products and services
|
$
|
1,364,145
|
$
|
1,290,228
|
$
|
1,163,337
|
$
|
1,100,884
|
$
|
1,013,374
|
||||||||||
Costs incurred related to sales of third-party software assurance, maintenance and services
|
526,920
|
485,480
|
$
|
393,126
|
$
|
334,155
|
$
|
262,759
|
||||||||||||
Adjusted gross billings of product and services
|
$
|
1,891,065
|
$
|
1,775,708
|
$
|
1,556,463
|
$
|
1,435,039
|
$
|
1,276,133
|
(2) |
Non-GAAP net earnings and non-GAAP net earnings per common share – diluted is based on net earnings calculated in accordance with GAAP, adjusted to exclude other income (expense), share based compensation, and acquisition and integration expenses, and the related tax effects, the tax (benefit) expense due to the re-measurement of deferred tax assets and liabilities at the new U.S. tax rates, and an adjustment to our tax expense in the prior year assuming a 31.5% effective annual income tax rate for U.S. operations. The presentation of non-GAAP net earnings and non-GAAP net earnings per common share – diluted have been changed from prior period presentations to include adjustments for expenses related to acquisitions such as legal, accounting, tax, and adjustments to the fair value of contingent purchase price consideration as well as stock compensation.
|
For the years ended March 31,
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
GAAP: Earnings before tax
|
$
|
83,891
|
$
|
86,112
|
$
|
75,751
|
$
|
78,313
|
$
|
60,098
|
||||||||||
Share based compensation
|
6,464
|
6,025
|
5,711
|
4,585
|
3,968
|
|||||||||||||||
Acquisition and integration expense
|
2,150
|
278
|
681
|
(114
|
)
|
409
|
||||||||||||||
Acquisition related amortization expense
|
5,978
|
4,000
|
2,917
|
1,888
|
1,110
|
|||||||||||||||
Other (income) and expense
|
348
|
(380
|
)
|
-
|
(7,603
|
)
|
-
|
|||||||||||||
Non-GAAP: Earnings before provision for income taxes
|
98,831
|
96,035
|
85,060
|
77,069
|
65,585
|
|||||||||||||||
GAAP: Provision for income taxes
|
28,769
|
35,556
|
31,004
|
32,473
|
24,825
|
|||||||||||||||
Share based compensation
|
2,456
|
2,284
|
2,148
|
1,749
|
1,506
|
|||||||||||||||
Acquisition and integration expense
|
815
|
105
|
256
|
(43
|
)
|
155
|
||||||||||||||
Acquisition related amortization expense
|
2,103
|
1,255
|
1,097
|
720
|
417
|
|||||||||||||||
Other (income) expense
|
132
|
(144
|
)
|
-
|
(2,899
|
)
|
-
|
|||||||||||||
Remeasurement of deferred taxes
|
1,654
|
-
|
||||||||||||||||||
Tax benefit on restricted stock | 1,444 | 514 | - | - | - | |||||||||||||||
Adjustment to U.S. Federal Income Tax rate to 31.5%
|
-
|
(2,913
|
)
|
(2,510
|
)
|
(2,608
|
)
|
(2,010
|
)
|
|||||||||||
Non-GAAP: Provision for income taxes
|
37,373
|
36,657
|
31,995
|
29,392
|
24,893
|
|||||||||||||||
Non-GAAP: Net earnings
|
$
|
61,458
|
$
|
59,378
|
$
|
53,065
|
$
|
47,677
|
$
|
40,692
|
||||||||||
GAAP: Net earnings per common share - diluted
|
$
|
3.95
|
$
|
3.60
|
$
|
3.05
|
$
|
3.10
|
$
|
2.19
|
||||||||||
Non-GAAP: Net earnings per common share - diluted
|
$
|
4.40
|
$
|
4.23
|
$
|
3.61
|
$
|
3.22
|
$
|
2.52
|
(3)
|
We define Adjusted EBITDA as net earnings calculated in accordance with GAAP, adjusted for the following: interest expense, depreciation and amortization, share based compensation, acquisition and integration expenses,
provision for income taxes, and other income. Segment Adjusted EBITDA is defined as operating income calculated in accordance with GAAP, adjusted for interest expense, share based compensation, acquisition and integration expenses, and depreciation and amortization.
We consider the interest on notes payable from our financing segment and depreciation expense presented within cost of sales, which includes depreciation on assets financed as operating leases, to be operating expenses. 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. The presentation of Adjusted EBITDA has been changed from prior period presentations to include adjustments for expenses related to acquisitions such as legal, accounting, tax, and adjustments to the fair value of contingent purchase price consideration as well as stock compensation.
|
For the years ended March 31,
|
||||||||||||||||||||
Consolidated
|
2018
|
2017
|
2016
|
2015
|
2014
|
|||||||||||||||
Net earnings
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
$
|
45,840
|
$
|
35,273
|
||||||||||
Provision for income taxes
|
28,769
|
35,556
|
31,004
|
32,473
|
24,825
|
|||||||||||||||
Depreciation and amortization
|
9,921
|
7,252
|
5,548
|
4,333
|
2,792
|
|||||||||||||||
Share based compensation
|
6,464
|
6,025
|
5,711
|
4,585
|
3,968
|
|||||||||||||||
Acquisition and integration expense
|
2,150
|
278
|
681
|
(114
|
)
|
409
|
||||||||||||||
Other income
|
348
|
(380
|
)
|
-
|
(7,603
|
)
|
-
|
|||||||||||||
Adjusted EBITDA
|
$
|
102,774
|
$
|
99,287
|
$
|
87,691
|
$
|
79,514
|
$
|
67,267
|
||||||||||
Technology Segment
|
||||||||||||||||||||
Operating income
|
$
|
62,389
|
$
|
68,912
|
$
|
63,689
|
$
|
60,958
|
$
|
51,311
|
||||||||||
Depreciation and amortization
|
9,918
|
7,243
|
5,532
|
4,310
|
2,769
|
|||||||||||||||
Share based compensation
|
6,098
|
5,684
|
5,321
|
4,155
|
3,486
|
|||||||||||||||
Acquisition and integration expense
|
2,150
|
278
|
681
|
(114
|
)
|
409
|
||||||||||||||
Segment Adjusted EBITDA
|
$
|
80,555
|
$
|
82,117
|
$
|
75,223
|
$
|
69,309
|
$
|
57,975
|
||||||||||
Financing Segment
|
||||||||||||||||||||
Operating income
|
$
|
21,850
|
$
|
16,820
|
$
|
12,062
|
$
|
9,752
|
$
|
8,787
|
||||||||||
Depreciation and amortization
|
3
|
9
|
16
|
23
|
23
|
|||||||||||||||
Share based compensation
|
366
|
341
|
390
|
430
|
482
|
|||||||||||||||
Segment Adjusted EBITDA
|
$
|
22,219
|
$
|
17,170
|
$
|
12,468
|
$
|
10,205
|
$
|
9,292
|
· |
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,
|
||||||||||||||||
2018
|
2017
|
Change
|
||||||||||||||
Sales of product and services
|
$
|
1,364,145
|
$
|
1,290,228
|
$
|
73,917
|
5.7
|
%
|
||||||||
Fee and other income
|
5,387
|
4,709
|
678
|
14.4
|
%
|
|||||||||||
Net sales
|
1,369,532
|
1,294,937
|
74,595
|
5.8
|
%
|
|||||||||||
Cost of sales, product and services
|
1,082,245
|
1,025,188
|
57,057
|
5.6
|
%
|
|||||||||||
Gross profit
|
287,287
|
269,749
|
17,538
|
6.5
|
%
|
|||||||||||
Selling, general, and administrative expenses
|
214,980
|
193,594
|
21,386
|
11.0
|
%
|
|||||||||||
Depreciation and amortization
|
9,918
|
7,243
|
2,675
|
36.9
|
%
|
|||||||||||
Operating expenses
|
224,898
|
200,837
|
24,061
|
12.0
|
%
|
|||||||||||
Operating income
|
$
|
62,389
|
$
|
68,912
|
$
|
(6,523
|
)
|
(9.5
|
%)
|
|||||||
Adjusted gross billings of product and services
|
$
|
1,891,065
|
$
|
1,775,708
|
$
|
115,357
|
6.5
|
%
|
||||||||
Segment Adjusted EBITDA
|
$
|
80,555
|
$
|
82,117
|
$
|
(1,562
|
)
|
(1.9
|
%)
|
Quarter Ended
|
Sequential
|
Year over Year
|
||||||
March 31, 2018
|
(3.8
|
%)
|
(1.0
|
%)
|
||||
December 31, 2017
|
(7.5
|
%)
|
4.3
|
%
|
||||
September 30, 2017
|
0.2
|
%
|
(1.0
|
%)
|
||||
June 30, 2017
|
11.1
|
%
|
23.1
|
%
|
||||
March 31, 2017
|
1.3
|
%
|
10.3
|
%
|
Year Ended March 31,
|
Change
|
|||||||||||
2018
|
2017
|
|||||||||||
Revenue by customer end market:
|
||||||||||||
Technology
|
24
|
%
|
23
|
%
|
1
|
%
|
||||||
SLED
|
17
|
%
|
21
|
%
|
(4
|
%)
|
||||||
Telecom, Media & Entertainment
|
14
|
%
|
15
|
%
|
(1
|
%)
|
||||||
Financial Services
|
15
|
%
|
13
|
%
|
2
|
%
|
||||||
Healthcare
|
14
|
%
|
11
|
%
|
3
|
%
|
||||||
Other
|
16
|
%
|
17
|
%
|
(1
|
%)
|
||||||
Total
|
100
|
%
|
100
|
%
|
||||||||
Revenue by vendor:
|
||||||||||||
Cisco Systems
|
43
|
%
|
47
|
%
|
(4
|
%)
|
||||||
HP Inc. & HPE
|
6
|
%
|
6
|
%
|
-
|
|||||||
NetApp
|
4
|
%
|
5
|
%
|
(1
|
%)
|
||||||
Sub-total
|
53
|
%
|
58
|
%
|
(5
|
%)
|
||||||
Other
|
47
|
%
|
42
|
%
|
5
|
%
|
||||||
Total
|
100
|
%
|
100
|
%
|
Year Ended March 31,
|
||||||||||||||||
2018
|
2017
|
Change
|
||||||||||||||
Financing revenue
|
$
|
40,671
|
$
|
34,200
|
$
|
6,471
|
18.9
|
%
|
||||||||
Fee and other income
|
794
|
252
|
542
|
215.1
|
%
|
|||||||||||
Net sales
|
41,465
|
34,452
|
7,013
|
20.4
|
%
|
|||||||||||
Direct lease costs
|
5,270
|
4,442
|
828
|
18.6
|
%
|
|||||||||||
Gross profit
|
36,195
|
30,010
|
6,185
|
20.6
|
%
|
|||||||||||
Selling, general, and administrative expenses
|
13,147
|
11,638
|
1,509
|
13.0
|
%
|
|||||||||||
Depreciation and amortization
|
3
|
9
|
(6
|
)
|
(66.7
|
%)
|
||||||||||
Interest and financing costs
|
1,195
|
1,543
|
(348
|
)
|
(22.6
|
%)
|
||||||||||
Operating expenses
|
14,345
|
13,190
|
1,155
|
8.8
|
%
|
|||||||||||
Operating income
|
$
|
21,850
|
$
|
16,820
|
$
|
5,030
|
29.9
|
%
|
||||||||
Segment Adjusted EBITDA
|
$
|
22,219
|
$
|
17,170
|
$
|
5,049
|
29.4
|
%
|
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 gross billings of product and services
|
$
|
1,775,708
|
$
|
1,556,463
|
$
|
219,245
|
14.1
|
%
|
||||||||
Segment Adjusted EBITDA
|
$
|
82,117
|
$
|
75,223
|
$
|
6,984
|
9.2
|
%
|
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,
|
Change
|
|||||||||||
2017
|
2016
|
|||||||||||
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
|
%
|
||||||||
Segment Adjusted EBITDA
|
$
|
17,179
|
$
|
12,484
|
$
|
4,695
|
37.6
|
%
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Net cash provided by operating activities
|
$
|
82,766
|
$
|
33,016
|
$
|
14,110
|
||||||
Net cash used in investing activities
|
(57,677
|
)
|
(26,345
|
)
|
(50,179
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(16,765
|
)
|
7,814
|
54,448
|
||||||||
Effect of exchange rate changes on cash
|
114
|
509
|
212
|
|||||||||
Net increase in cash and cash equivalents
|
$
|
8,438
|
$
|
14,994
|
$
|
18,591
|
As of March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
(DSO) Days sales outstanding (1)
|
54
|
59
|
56
|
|||||||||
(DIO) Days inventory outstanding (2)
|
12
|
24
|
7
|
|||||||||
(DPO) Days payable outstanding (3)
|
(42
|
)
|
(45
|
)
|
(45
|
)
|
||||||
Cash conversion cycle
|
24
|
38
|
18
|
(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, 2018
|
|
Balance as of
March 31, 2018
|
Maximum Credit Limit
at March 31, 2017
|
|
Balance as of
March 31, 2017
|
||||||||||
$
|
250,000
|
$
|
112,109
|
$
|
250,000
|
$
|
132,612
|
Total
|
Payments Due by Period
|
|||||||||||||||||||
1 year
|
Years 2 & 3
|
Years 4 & 5
|
More than
5 years
|
|||||||||||||||||
Recourse & non-recourse notes payable (1)
|
$
|
52,278
|
$
|
42,206
|
$
|
10,024
|
$
|
48
|
$
|
-
|
||||||||||
Interest payments on recourse and non-recourse notes payable
|
1,100
|
789
|
310
|
1
|
-
|
|||||||||||||||
Operating lease obligations
|
15,922
|
6,356
|
6,528
|
3,038
|
-
|
|||||||||||||||
Total
|
$
|
69,300
|
$
|
49,351
|
$
|
16,862
|
$
|
3,087
|
$
|
-
|
(1)
|
Payments reflected principal amounts related to the recourse and non-recourse notes payable.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Exhibit No.
|
Exhibit Description
|
|
|
ePlus inc. Amended and Restated Certificate of Incorporation
, filed on September 19, 2008 (Incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2008).
|
|
|
|
Amended and Restated Bylaws of ePlus inc
. as amended February 15, 2018 (Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 20, 2018).
|
|
|
|
Specimen Certificate of Common Stock
(Incorporated herein by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-11737) originally filed on September 11, 1996).
|
|
|
|
Form of Indemnification Agreement entered into by and between ePlus and its directors and officers
(Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 23, 2016).
|
|
|
|
Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc. and Mark P. Marron (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).
|
|
|
Amended and Restated Employment Agreement effective December 12, 2017, by and between ePlus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).
|
Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc. and Elaine D. Marion (Incorporated herein by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).
|
|
|
|
2008 Non-Employee Director Long-Term Incentive Plan
(updated to reflect stock split effected March 31, 2017)
as amended (Incorporated herein by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2017).
|
|
|
|
2017 Non-Employee Director Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 14, 2017).
|
|
e
Plus inc. Executive Incentive Plan effective April 1, 2011 (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 3, 2011).
|
10.8 | e Plus inc. 2012 Employee Long-term Incentive Plan (updated to reflect stock split effected March 31, 2017) (Incorporated herein by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2017). |
10.9 | Form of Award Agreement – Restricted Stock 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 10.24 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2013). |
10.10 | 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). |
10.11 | 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). |
10.12 | 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). |
10.13 | 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). |
10.14 | 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 10.1 to our Current Report on Form 8-K filed on July 26, 2012). |
10.15 | 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). |
10.16 | 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). |
10.17 | 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). |
10.18 | 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). |
10.19 | Amendment No. 5, dated July 27, 2017, to Amended and Restated Business Financing Agreement by and between e Plus Technology, 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 3, 2017). |
10.20 | Amendment No. 6, dated February 15, 2018, to Amended and Restated Business Financing Agreement by and between e Plus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) |
10.21 | 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 10.2 to our Current Report on Form 8-K filed on July 26, 2012). |
10.22 | 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). |
10.23 | 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). |
10.24 | 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). |
10.25 | 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). |
10.26 | Amendment No. 5, dated July 27, 2017, to Amended and Restated Agreement for Wholesale Financing by and between e Plus Technology, 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 3, 2017). |
10.27 | Amendment No. 6, dated February 15, 2018, to Amended and Restated Agreement for Wholesale Financing by and between e Plus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) |
10.28 | Employment Agreement effective May 7, 2018, by and between ePlus inc. and Darren S. Raiguel (Incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on May 9, 2018). |
12 | Ratio of Earnings to Fixed Charges |
21 | Subsidiaries of e Plus inc. |
23 | Consent of Independent Registered Public Accounting Firm. |
31.1 | Certification of the Chief Executive Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a). |
31.2 | Certification of the Chief Financial Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a). |
32 | Certification of the Chief Executive Officer and Chief Financial Officer of e Plus inc. pursuant to 18 U.S.C. § 1350. |
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, 2018
|
/s/ MARK P. MARRON
|
|
By: Mark P. Marron
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
|
Date: May 24, 2018
|
|
/s/ ELAINE D. MARION
|
|
By: Elaine D. Marion, Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
Date: May 24, 2018
|
|
/s/ PHILLIP G. NORTON
|
|
By: Phillip G. Norton
|
|
Executive Chairman
|
|
Date: May 24, 2018
|
|
/s/ BRUCE M. BOWEN
|
|
By: Bruce M. Bowen, Director
|
|
Date: May 24, 2018
|
|
/s/ JOHN E. CALLIES
|
|
By: John E. Callies, Director
|
|
Date: May 24, 2018
|
|
/s/ C. THOMAS FAULDERS, III
|
|
By: C. Thomas Faulders, III, Director
|
|
Date: May 24, 2018
|
|
/s/ LAWRENCE S. HERMAN
|
|
By: Lawrence S. Herman, Director
|
|
Date: May 24, 2018
|
|
/s/ ERIC D. HOVDE
|
|
By: Eric D. Hovde, Director
|
|
Date: May 24, 2018
|
|
/s/ IRA A. HUNT
|
|
By: Ira A. Hunt, Director
|
|
Date: May 24, 2018
|
|
/s/ TERRENCE O’DONNELL
|
|
By: Terrence O’Donnell, Director
|
|
Date: May 24, 2018
|
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
|
|
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
(amounts in thousands, except per share data)
|
||||||||||||
Net sales
|
$
|
1,410,997
|
$
|
1,329,389
|
$
|
1,204,199
|
||||||
Cost of sales
|
1,087,515
|
1,029,630
|
942,142
|
|||||||||
Gross profit
|
323,482
|
299,759
|
262,057
|
|||||||||
Selling, general, and administrative expenses
|
228,127
|
205,232
|
178,980
|
|||||||||
Depreciation and amortization
|
9,921
|
7,252
|
5,548
|
|||||||||
Interest and financing costs
|
1,195
|
1,543
|
1,778
|
|||||||||
Operating expenses
|
239,243
|
214,027
|
186,306
|
|||||||||
Operating income
|
84,239
|
85,732
|
75,751
|
|||||||||
Other income (expense)
|
(348
|
)
|
380
|
-
|
||||||||
Earnings before tax
|
83,891
|
86,112
|
75,751
|
|||||||||
Provision for income taxes
|
28,769
|
35,556
|
31,004
|
|||||||||
Net earnings
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
||||||
Net earnings per common share—basic
|
$
|
4.00
|
$
|
3.65
|
$
|
3.08
|
||||||
Net earnings per common share—diluted
|
$
|
3.95
|
$
|
3.60
|
$
|
3.05
|
||||||
Weighted average common shares outstanding—basic
|
13,790
|
13,867
|
14,513
|
|||||||||
Weighted average common shares outstanding—diluted
|
13,967
|
14,028
|
14,688
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
(amounts in thousands)
|
||||||||||||
NET EARNINGS
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
||||||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||||||
Foreign currency translation adjustments
|
1,115
|
(112
|
)
|
(232
|
)
|
|||||||
Other comprehensive income (loss)
|
1,115
|
(112
|
)
|
(232
|
)
|
|||||||
TOTAL COMPREHENSIVE INCOME
|
$
|
56,237
|
$
|
50,444
|
$
|
44,515
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
(in thousands)
|
||||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net earnings
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
||||||
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
15,827
|
11,731
|
15,980
|
|||||||||
Reserve for credit losses, inventory obsolescence and sales returns
|
333
|
749
|
(216
|
)
|
||||||||
Share-based compensation expense
|
6,464
|
6,025
|
5,711
|
|||||||||
Deferred taxes
|
(44
|
)
|
(1,196
|
)
|
3,515
|
|||||||
Payments from lessees directly to lenders
—
operating leases
|
(1,445
|
)
|
(1,724
|
)
|
(4,646
|
)
|
||||||
Gain on disposal of property, equipment and operating lease equipment
|
(8,694
|
)
|
(3,977
|
)
|
(3,104
|
)
|
||||||
Gain on sale of financing receivables
|
(6,796
|
)
|
(7,976
|
)
|
(7,103
|
)
|
||||||
Other
|
65
|
193
|
185
|
|||||||||
Changes in:
|
||||||||||||
Accounts receivable—trade
|
7,593
|
(25,739
|
)
|
(8,564
|
)
|
|||||||
Accounts receivable—other
|
(1,011
|
)
|
8,507
|
(2,498
|
)
|
|||||||
Inventories
|
54,982
|
(60,022
|
)
|
(13,405
|
)
|
|||||||
Financing receivables—net
|
(8,537
|
)
|
(5,824
|
)
|
(9,310
|
)
|
||||||
Deferred costs, other intangible assets and other assets
|
(19,474
|
)
|
(1,091
|
)
|
11,189
|
|||||||
Accounts payable
|
258
|
3,845
|
(738
|
)
|
||||||||
Salaries and commissions payable, deferred revenue and other liabilities
|
(11,877
|
)
|
58,959
|
(17,633
|
)
|
|||||||
Net cash provided by operating activities
|
$
|
82,766
|
$
|
33,016
|
$
|
14,110
|
||||||
Cash Flows From Investing Activities:
|
||||||||||||
Proceeds from sale of property, equipment and operating lease equipment
|
14,403
|
7,339
|
6,931
|
|||||||||
Purchases of property, equipment and operating lease equipment
|
(7,590
|
)
|
(9,558
|
)
|
(14,468
|
)
|
||||||
Purchases of assets to be leased or financed
|
(6,378
|
)
|
(9,861
|
)
|
(11,403
|
)
|
||||||
Issuance of financing receivables
|
(170,666
|
)
|
(129,361
|
)
|
(137,008
|
)
|
||||||
Repayments of financing receivables
|
78,047
|
55,093
|
58,067
|
|||||||||
Proceeds from sale of financing receivables
|
72,225
|
69,146
|
64,351
|
|||||||||
Cash used in acquisitions, net of cash acquired
|
(37,718
|
)
|
(9,143
|
)
|
(16,649
|
)
|
||||||
Net cash used in investing activities
|
$
|
(57,677
|
)
|
$
|
(26,345
|
)
|
$
|
(50,179
|
)
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
(in thousands)
|
||||||||||||
Cash Flows From Financing Activities:
|
||||||||||||
Borrowings of non-recourse and recourse notes payable
|
$
|
72,389
|
$
|
73,707
|
$
|
44,807
|
||||||
Repayments of non-recourse and recourse notes payable
|
(31,302
|
)
|
(40,414
|
)
|
(257
|
)
|
||||||
Repurchase of common stock
|
(35,245
|
)
|
(30,493
|
)
|
(11,339
|
)
|
||||||
Dividends paid
|
-
|
-
|
(80
|
)
|
||||||||
Payments to settle financing of acquisitions
|
(2,104
|
)
|
(1,142
|
)
|
(1,158
|
)
|
||||||
Net borrowings (repayments) on floor plan facility
|
(20,503
|
)
|
6,156
|
22,475
|
||||||||
Net cash (used in) provided by financing activities
|
(16,765
|
)
|
7,814
|
54,448
|
||||||||
Effect of exchange rate changes on cash
|
114
|
509
|
212
|
|||||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
8,438
|
14,994
|
18,591
|
|||||||||
Cash and Cash Equivalents, Beginning of Period
|
109,760
|
94,766
|
76,175
|
|||||||||
Cash and Cash Equivalents, End of Period
|
$
|
118,198
|
$
|
109,760
|
$
|
94,766
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||||||
Cash paid for interest
|
$
|
602
|
$
|
38
|
$
|
84
|
||||||
Cash paid for income taxes
|
$
|
32,134
|
$
|
32,240
|
$
|
29,789
|
||||||
Schedule of Non-Cash Investing and Financing Activities:
|
||||||||||||
Proceeds from sale of property, equipment, and operating lease equipment
|
$
|
591
|
$
|
135
|
$
|
7,650
|
||||||
Purchase of property, equipment, and operating lease equipment
|
$
|
(290
|
)
|
$
|
(2,398
|
)
|
$
|
(10,562
|
)
|
|||
Purchase of assets to be leased or financed
|
$
|
(5,089
|
)
|
$
|
(6,702
|
)
|
$
|
(9,827
|
)
|
|||
Issuance of financing receivables
|
$
|
(132,982
|
)
|
$
|
(217,244
|
)
|
$
|
(101,718
|
)
|
|||
Repayment of financing receivables
|
$
|
13,018
|
$
|
19,421
|
$
|
16,873
|
||||||
Proceeds from sale of financing receivables
|
$
|
143,956
|
$
|
215,227
|
$
|
98,753
|
||||||
Financing of acquisitions
|
$
|
(12,050
|
)
|
$
|
(3,924
|
)
|
$
|
-
|
||||
Borrowing of non-recourse and recourse notes payable
|
$
|
16,066
|
$
|
35,533
|
$
|
42,840
|
||||||
Repayments of non-recourse and recourse notes payable
|
$
|
(19,372
|
)
|
$
|
(29,217
|
)
|
$
|
(29,059
|
)
|
|||
Vesting of share-based compensation
|
$
|
12,037
|
$
|
8,013
|
$
|
7,799
|
||||||
Repurchase of common stock
|
$
|
(771
|
)
|
$
|
-
|
$
|
-
|
Common Stock
|
Additional
Paid-In
|
Treasury
|
Retained
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Stock
|
Earnings
|
Income
|
Total
|
||||||||||||||||||||||
Balance, April 1, 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
|
||||||||||||||
Issuance of restricted stock awards
|
67
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Share-based compensation
|
-
|
-
|
6,464
|
-
|
-
|
-
|
6,464
|
|||||||||||||||||||||
Repurchase of common stock
|
(467
|
)
|
-
|
-
|
(36,016
|
)
|
-
|
-
|
(36,016
|
)
|
||||||||||||||||||
Net earnings
|
-
|
-
|
-
|
-
|
55,122
|
-
|
55,122
|
|||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
1,115
|
1,115
|
|||||||||||||||||||||
Balance, March 31, 2018
|
13,761
|
$
|
142
|
$
|
130,000
|
$
|
(36,016
|
)
|
$
|
277,945
|
$
|
532
|
$
|
372,603
|
· |
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.
|
· |
The accounting for revenue within our technology segment related to the sale of third-party products, software, services, as well as our professional and managed services will remain substantially unchanged.
|
· |
The accounting for bill and hold transactions will result in revenue for certain of those arrangements being recognized earlier than under current GAAP. This change will result in an increase in net sales and decrease in deferred revenue of $3.2 million and an increase in cost of sales and decrease in deferred costs of $3.1 million, respectively, for the year ended March 31, 2018. This change does not impact the financial statements for the years ended March 31, 2017 or 2016.
|
· |
We will recognize revenues on the sale of off-lease equipment on a gross basis under the new revenue standard, which we currently recognize on a net basis. This will result in an increase to our reported net sales of $4.5 million, $2.4 million, and $4.5 million for the years ended March 31, 2018, 2017 and 2016, respectively.
|
· |
The adoption of this standard will not materially impact our consolidated balance sheet or cash flows from operations.
|
3.
|
FINANCING RECEIVABLES AND OPERATING LEASES
|
March 31, 2018
|
Notes
Receivables
|
Lease-Related
Receivables
|
Total Financing
Receivables
|
|||||||||
Minimum payments
|
$
|
62,992
|
$
|
65,943
|
$
|
128,935
|
||||||
Estimated unguaranteed residual value (1)
|
-
|
11,226
|
11,226
|
|||||||||
Initial direct costs, net of amortization (2)
|
375
|
334
|
709
|
|||||||||
Unearned income
|
-
|
(8,251
|
)
|
(8,251
|
)
|
|||||||
Reserve for credit losses (3)
|
(486
|
)
|
(640
|
)
|
(1,126
|
)
|
||||||
Total, net
|
$
|
62,881
|
$
|
68,612
|
$
|
131,493
|
||||||
Reported as:
|
||||||||||||
Current
|
$
|
39,993
|
$
|
29,943
|
$
|
69,936
|
||||||
Long-term
|
22,888
|
38,669
|
61,557
|
|||||||||
Total, net
|
$
|
62,881
|
$
|
68,612
|
$
|
131,493
|
(1) |
Includes estimated unguaranteed residual values of $6,004 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 $341 thousand.
|
(3) |
For details on reserve for credit losses, refer to
Note 5
, “Reserves for Credit Losses.”
|
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.”
|
Year ending March 31, 2019
|
$
|
34,596
|
||
2020
|
18,218
|
|||
2021
|
9,764
|
|||
2022
|
2,380
|
|||
2023 and thereafter
|
985
|
|||
Total
|
$
|
65,943
|
March 31,
2018
|
March 31,
2017
|
|||||||
Cost of equipment under operating leases
|
$
|
15,683
|
$
|
16,725
|
||||
Accumulated depreciation
|
(8,729
|
)
|
(8,449
|
)
|
||||
Investment in operating lease equipment—net (1)
|
$
|
6,954
|
$
|
8,276
|
(1) |
Amounts include estimated unguaranteed residual values of $1,921 thousand and $1,117 thousand as of March 31, 2018 and 2017, respectively.
|
Year ending March 31, 2019
|
$
|
5,103
|
||
2020
|
1,638
|
|||
2021
|
788
|
|||
2022
|
5
|
|||
2023 and thereafter
|
-
|
|||
Total
|
$
|
7,534
|
4.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
Year Ended March 31, 2018
|
Year Ended March 31, 2017
|
|||||||||||||||||||||||
Goodwill
|
Accumulated
Impairment
Loss
|
Net
Carrying
Amount
|
Goodwill
|
Accumulated
Impairment
Loss
|
Net
Carrying
Amount
|
|||||||||||||||||||
Beginning Balance
|
$
|
57,070
|
$
|
(8,673
|
)
|
$
|
48,397
|
$
|
50,824
|
$
|
(8,673
|
)
|
$
|
42,151
|
||||||||||
Acquisitions
|
27,996
|
-
|
27,996
|
6,507
|
-
|
6,507
|
||||||||||||||||||
Foreign currency translations
|
231
|
-
|
231
|
(261
|
)
|
-
|
(261
|
)
|
||||||||||||||||
Ending Balance
|
$
|
85,297
|
$
|
(8,673
|
)
|
$
|
76,624
|
$
|
57,070
|
$
|
(8,673
|
)
|
$
|
48,397
|
March 31, 2018
|
March 31, 2017
|
|||||||||||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization /
Impairment
Loss
|
Net
Carrying
Amount
|
Gross
Carrying
Amount
|
Accumulated
Amortization /
Impairment
Loss
|
Net
Carrying
Amount
|
|||||||||||||||||||
Customer relationships & other intangibles
|
$
|
41,895
|
$
|
(18,634
|
)
|
$
|
23,261
|
$
|
23,373
|
$
|
(12,553
|
)
|
$
|
10,820
|
||||||||||
Capitalized software development
|
5,608
|
(2,567
|
)
|
3,041
|
3,649
|
(2,310
|
)
|
1,339
|
||||||||||||||||
Total
|
$
|
47,503
|
$
|
(21,201
|
)
|
$
|
26,302
|
$
|
27,022
|
$
|
(14,863
|
)
|
$
|
12,159
|
Accounts
Receivable
|
Notes
Receivable
|
Lease-Related
Receivables
|
Total
|
|||||||||||||
Balance April 1, 2017
|
$
|
1,279
|
$
|
3,434
|
$
|
679
|
$
|
5,392
|
||||||||
Provision for credit losses
|
264
|
73
|
125
|
462
|
||||||||||||
Write-offs and other
|
(5
|
)
|
(3,021
|
)
|
(164
|
)
|
(3,190
|
)
|
||||||||
Balance March 31, 2018
|
$
|
1,538
|
$
|
486
|
$
|
640
|
$
|
2,664
|
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
|
March 31, 2018
|
March 31, 2017
|
|||||||||||||||
Notes
Receivable
|
Lease-
Related
Receivables
|
Notes
Receivable
|
Lease-
Related
Receivables
|
|||||||||||||
Reserves for credit losses:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$
|
424
|
$
|
640
|
$
|
348
|
$
|
556
|
||||||||
Ending balance: individually evaluated for impairment
|
62
|
-
|
3,086
|
123
|
||||||||||||
Ending balance
|
$
|
486
|
$
|
640
|
$
|
3,434
|
$
|
679
|
||||||||
Minimum payments:
|
||||||||||||||||
Ending balance: collectively evaluated for impairment
|
$
|
62,930
|
$
|
65,943
|
$
|
45,438
|
$
|
57,730
|
||||||||
Ending balance: individually evaluated for impairment
|
62
|
-
|
3,086
|
142
|
||||||||||||
Ending balance
|
$
|
62,992
|
$
|
65,943
|
$
|
48,524
|
$
|
57,872
|
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, 2018
|
||||||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
143
|
$
|
40
|
$
|
43
|
$
|
226
|
$
|
224
|
$
|
33,779
|
$
|
34,229
|
$
|
(3,743
|
)
|
$
|
(17,207
|
)
|
$
|
13,279
|
||||||||||||||||||
Average CQR
|
109
|
31
|
117
|
257
|
171
|
31,286
|
31,714
|
(2,749
|
)
|
(16,012
|
)
|
12,953
|
||||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
Total
|
$
|
252
|
$
|
71
|
$
|
160
|
$
|
483
|
$
|
395
|
$
|
65,065
|
$
|
65,943
|
$
|
(6,492
|
)
|
$
|
(33,219
|
)
|
$
|
26,232
|
||||||||||||||||||
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
|
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, 2018
|
||||||||||||||||||||||||||||||||||||
High CQR
|
$
|
175
|
$
|
527
|
$
|
423
|
$
|
1,125
|
$
|
3,262
|
$
|
40,896
|
$
|
45,283
|
$
|
(30,345
|
)
|
$
|
14,938
|
|||||||||||||||||
Average CQR
|
42
|
409
|
22
|
473
|
394
|
16,780
|
17,647
|
(10,424
|
)
|
7,223
|
||||||||||||||||||||||||||
Low CQR
|
-
|
-
|
62
|
62
|
-
|
-
|
62
|
-
|
62
|
|||||||||||||||||||||||||||
Total
|
$
|
217
|
$
|
936
|
$
|
507
|
$
|
1,660
|
$
|
3,656
|
$
|
57,676
|
$
|
62,992
|
$
|
(40,769
|
)
|
$
|
22,223
|
|||||||||||||||||
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
|
6.
|
PROPERTY, EQUIPMENT, AND OTHER ASSETS AND LIABILITIES
|
March 31,
2018
|
March 31,
2017
|
|||||||
Furniture, fixtures and equipment
|
$
|
20,167
|
$
|
17,132
|
||||
Vehicles
|
336
|
343
|
||||||
Capitalized software
|
4,772
|
4,342
|
||||||
Leasehold improvements
|
5,252
|
4,680
|
||||||
Total assets
|
30,527
|
26,497
|
||||||
Accumulated depreciation and amortization
|
(23,017
|
)
|
(19,807
|
)
|
||||
Property and equipment - net
|
$
|
7,510
|
$
|
6,690
|
March 31,
2018
|
March 31,
2017
|
|||||||
Other current assets:
|
||||||||
Deposits & funds held in escrow
|
$
|
16,202
|
$
|
39,161
|
||||
Prepaid assets
|
7,031
|
3,388
|
||||||
Other
|
392
|
815
|
||||||
Total other current assets
|
$
|
23,625
|
$
|
43,364
|
||||
Property, equipment and other assets:
|
||||||||
Property and equipment, net
|
$
|
7,510
|
$
|
6,690
|
||||
Deferred costs - non-current
|
9,302
|
3,536
|
||||||
Other
|
2,331
|
1,730
|
||||||
Total property, equipment and other assets
|
$
|
19,143
|
$
|
11,956
|
March 31,
2018
|
March 31,
2017
|
|||||||
Other current liabilities:
|
||||||||
Accrued expenses
|
$
|
8,339
|
$
|
7,450
|
||||
Accrued income taxes payable
|
175
|
1,761
|
||||||
Contingent consideration - current
|
5,806
|
554
|
||||||
Other
|
19,050
|
9,414
|
||||||
Total other current liabilities
|
$
|
33,370
|
$
|
19,179
|
||||
Other liabilities:
|
||||||||
Deferred revenue - non-current
|
$
|
12,910
|
$
|
4,704
|
||||
Contingent consideration - long-term
|
7,707
|
-
|
||||||
Other
|
450
|
2,376
|
||||||
Total other liabilities
|
$
|
21,067
|
$
|
7,080
|
March 31,
2018
|
March 31,
2017
|
|||||||
Recourse notes payable with interest rate of 4.11% at March 31, 2018 and rates ranging from 3.20% and 4.13% at March 31, 2017.
|
||||||||
Current
|
$
|
1,343
|
$
|
908
|
||||
Total recourse notes payable
|
$
|
1,343
|
$
|
908
|
||||
Non-recourse notes payable secured by financing receivables and investments in operating leases with interest rates ranging from 2.04% to 8.45% at March 31, 2018 and ranging from 2.0% to 7.75% as of March 31, 2017.
|
||||||||
Current
|
$
|
40,863
|
$
|
26,085
|
||||
Long-term
|
10,072
|
10,431
|
||||||
Total non-recourse notes payable
|
$
|
50,935
|
$
|
36,516
|
Recourse Notes
Payable
|
Non-Recourse
Notes Payable
|
|||||||
Year ending March 31, 2019
|
$
|
1,343
|
$
|
40,863
|
||||
2020
|
-
|
8,008
|
||||||
2021
|
-
|
2,016
|
||||||
2022
|
-
|
48
|
||||||
2023 and thereafter
|
-
|
-
|
||||||
$
|
1,343
|
$
|
50,935
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
Contractual Obligations
|
|
|||
Year ending March 31, 2019
|
$
|
6,356
|
||
2020
|
3,847
|
|||
2021
|
2,681
|
|||
2022
|
1,837
|
|||
2023 and thereafter
|
1,201
|
|||
Operating lease obligations (1)
|
$
|
15,922
|
(1) |
Excluding taxes, insurance and common area maintenance charges.
|
9.
|
EARNINGS PER SHARE
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Calculation of earnings per common share - diluted:
|
||||||||||||
Net earnings attributable to common shareholders — basic
|
$
|
55,122
|
$
|
50,556
|
$
|
44,747
|
||||||
Basic and diluted common shares outstanding:
|
||||||||||||
Weighted average common shares outstanding — basic
|
13,790
|
13,867
|
14,513
|
|||||||||
Effect of dilutive shares
|
177
|
161
|
175
|
|||||||||
Weighted average shares common outstanding — diluted
|
13,967
|
14,028
|
14,688
|
|||||||||
Earnings per common share - basic
|
$
|
4.00
|
$
|
3.65
|
$
|
3.08
|
||||||
Earnings per common share - diluted
|
$
|
3.95
|
$
|
3.60
|
$
|
3.05
|
11.
|
SHARE-BASED COMPENSATION
|
Number of
Shares
|
Weighted
Average Grant-
date Fair Value
|
|||||||
Nonvested April 1, 2017
|
371,689
|
$
|
40.45
|
|||||
Granted
|
72,623
|
$
|
80.24
|
|||||
Vested
|
(156,607
|
)
|
$
|
38.55
|
||||
Forfeited
|
(5,470
|
)
|
$
|
43.15
|
||||
Nonvested March 31, 2018
|
282,235
|
$
|
51.69
|
12.
|
INCOME TAXES
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Statutory federal income tax rate
|
31.5
|
%
|
35.0
|
%
|
35.0
|
%
|
||||||
Income tax expense computed at the U.S. statutory federal rate
|
$
|
26,505
|
$
|
30,134
|
$
|
26,513
|
||||||
Effect of federal reduction of statutory rate
|
$
|
(1,654
|
)
|
|||||||||
State income tax expense—net of federal benefit
|
3,842
|
4,193
|
3,544
|
|||||||||
Non-deductible executive compensation
|
658
|
512
|
331
|
|||||||||
Other
|
(582
|
)
|
717
|
616
|
||||||||
Provision for income taxes
|
$
|
28,769
|
$
|
35,556
|
$
|
31,004
|
||||||
Effective income tax rate
|
34.3
|
%
|
41.3
|
%
|
40.9
|
%
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Current:
|
||||||||||||
Federal
|
$
|
23,196
|
$
|
29,619
|
$
|
21,361
|
||||||
State
|
5,377
|
7,001
|
6,114
|
|||||||||
Foreign
|
240
|
132
|
13
|
|||||||||
Total current expense
|
28,813
|
36,752
|
27,488
|
|||||||||
Deferred:
|
||||||||||||
Federal
|
(611
|
)
|
(622
|
)
|
3,727
|
|||||||
State
|
154
|
(432
|
)
|
(211
|
)
|
|||||||
Foreign
|
413
|
(142
|
)
|
-
|
||||||||
Total deferred expense (benefit)
|
(44
|
)
|
(1,196
|
)
|
3,516
|
|||||||
Provision for income taxes
|
$
|
28,769
|
$
|
35,556
|
$
|
31,004
|
March 31,
|
||||||||
2018
|
2017
|
|||||||
Deferred Tax Assets:
|
||||||||
Accrued vacation
|
$
|
1,596
|
$
|
2,217
|
||||
Deferred revenue
|
668
|
3,107
|
||||||
Foreign net operating loss carryforward
|
-
|
462
|
||||||
Reserve for credit losses
|
607
|
2,026
|
||||||
Restricted stock
|
1,270
|
1,779
|
||||||
Other accruals and reserves
|
1,497
|
2,555
|
||||||
Other credits and carryforwards
|
1,335
|
1,166
|
||||||
Gross deferred tax assets
|
6,973
|
13,312
|
||||||
Less: valuation allowance
|
(1,335
|
)
|
(1,270
|
)
|
||||
Net deferred tax assets
|
5,638
|
12,042
|
||||||
Deferred Tax Liabilities:
|
||||||||
Basis difference in fixed assets
|
(1,570
|
)
|
(1,399
|
)
|
||||
Basis difference in operating leases
|
(4,517
|
)
|
(9,926
|
)
|
||||
Basis difference in tax deductible goodwill
|
(1,213
|
)
|
(2,516
|
)
|
||||
Total deferred tax liabilities
|
(7,300
|
)
|
(13,841
|
)
|
||||
Net deferred tax liabilities
|
$
|
(1,662
|
)
|
$
|
(1,799
|
)
|
13.
|
FAIR VALUE MEASUREMENTS
|
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, 2018
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$
|
60,385
|
$
|
60,385
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Contingent consideration
|
$
|
13,513
|
$
|
-
|
$
|
-
|
$
|
13,513
|
||||||||
March 31, 2017
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$
|
50,866
|
$
|
50,866
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Contingent consideration
|
$
|
554
|
$
|
-
|
$
|
-
|
$
|
554
|
Acquisition Date
Amount
|
||||
Accounts receivable and other assets
|
$
|
14,353
|
||
Property and equipment
|
1,620
|
|||
Identified intangible assets
|
13,650
|
|||
Accounts payable and other current liabilities
|
(12,313
|
)
|
||
Total identifiable net assets
|
17,310
|
|||
Goodwill
|
21,088
|
|||
Total purchase consideration
|
$
|
38,398
|
Acquisition Date
Amount
|
||||
Accounts receivable and other assets
|
$
|
488
|
||
Identified intangible assets
|
4,130
|
|||
Accounts payable and other current liabilities
|
(1,822
|
)
|
||
Total identifiable net assets
|
2,796
|
|||
Goodwill
|
7,189
|
|||
Total purchase consideration
|
$
|
9,985
|
Acquisition Date
Amount
|
||||
Accounts receivable and other current assets
|
$
|
7,491
|
||
Property and equipment
|
1,045
|
|||
Identified intangible assets
|
4,090
|
|||
Accounts payable and other current liabilities
|
(5,786
|
)
|
||
Total identifiable net assets
|
6,840
|
|||
Goodwill
|
6,227
|
|||
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
|
15.
|
SEGMENT REPORTING
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Net sales:
|
||||||||||||
U.S.
|
$
|
1,341,449
|
$
|
1,293,705
|
$
|
1,186,904
|
||||||
Non U.S.
|
69,548
|
35,684
|
17,295
|
|||||||||
Total
|
$
|
1,410,997
|
$
|
1,329,389
|
$
|
1,204,199
|
As of March 31,
|
||||||||
2018
|
2017
|
|||||||
Long-lived tangible assets:
|
||||||||
U.S.
|
$
|
24,445
|
$
|
31,450
|
||||
Non U.S.
|
494
|
1,878
|
||||||
Total
|
$
|
24,939
|
$
|
33,328
|
16.
|
QUARTERLY DATA —UNAUDITED
|
Year Ended March 31, 2018
|
||||||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Annual
Amount
|
||||||||||||||||
Net sales
|
$
|
367,157
|
$
|
370,845
|
$
|
342,569
|
$
|
330,426
|
$
|
1,410,997
|
||||||||||
Cost of sales
|
289,564
|
283,274
|
265,881
|
248,796
|
1,087,515
|
|||||||||||||||
Gross profit
|
77,593
|
87,571
|
76,688
|
81,630
|
323,482
|
|||||||||||||||
Selling, general, and administrative expenses
|
54,664
|
56,340
|
57,134
|
59,989
|
228,127
|
|||||||||||||||
Depreciation and amortization
|
2,063
|
2,129
|
2,894
|
2,835
|
9,921
|
|||||||||||||||
Interest and financing costs
|
359
|
274
|
270
|
292
|
1,195
|
|||||||||||||||
Operating expenses
|
57,086
|
58,743
|
60,298
|
63,116
|
239,243
|
|||||||||||||||
Operating income
|
20,507
|
28,828
|
16,390
|
18,514
|
84,239
|
|||||||||||||||
Other income and (expense)
|
271
|
(141
|
)
|
(131
|
)
|
(347
|
)
|
(348
|
)
|
|||||||||||
Earnings before provision for income taxes
|
20,778
|
28,687
|
16,259
|
18,167
|
83,891
|
|||||||||||||||
Provision for income taxes
|
7,355
|
11,466
|
678
|
9,270
|
28,769
|
|||||||||||||||
Net earnings
|
$
|
13,423
|
$
|
17,221
|
$
|
15,581
|
$
|
8,897
|
$
|
55,122
|
||||||||||
Net earnings per common share—Basic (1)
|
$
|
0.97
|
$
|
1.24
|
$
|
1.12
|
$
|
0.65
|
$
|
4.00
|
||||||||||
Net earnings per common share—Diluted (1)
|
$
|
0.96
|
$
|
1.23
|
$
|
1.11
|
$
|
0.65
|
$
|
3.95
|
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 |
(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
Period
|
Charged to
Costs and
Expenses
|
Deductions/
Write-Offs
|
Balance at End
of Period
|
|||||||||||||
Allowance for Sales Returns: (1)
|
||||||||||||||||
Year Ended March 31, 2016
|
613
|
1,500
|
(1,460
|
)
|
653
|
|||||||||||
Year Ended March 31, 2017
|
653
|
1,530
|
(1,431
|
)
|
752
|
|||||||||||
Year Ended March 31, 2018
|
752
|
2,579
|
(2,432
|
)
|
899
|
|||||||||||
Reserve for Credit Losses:
|
||||||||||||||||
Year Ended March 31, 2016
|
5,623
|
(242
|
)
|
(188
|
)
|
5,193
|
||||||||||
Year Ended March 31, 2017
|
5,193
|
277
|
(78
|
)
|
5,392
|
|||||||||||
Year Ended March 31, 2018
|
5,392
|
462
|
(3,190
|
)
|
2,664
|
|||||||||||
Valuation for Deferred Taxes:
|
||||||||||||||||
Year Ended March 31, 2016
|
1,223
|
47
|
-
|
1,270
|
||||||||||||
Year Ended March 31, 2017
|
1,270
|
-
|
-
|
1,270
|
||||||||||||
Year Ended March 31, 2018
|
1,270
|
65
|
-
|
1,335
|
(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 $5.3 million, $4.6 million, and $4.0 million as of March 31, 2018, 2017, and 2016, respectively.
|
Year Ended March 31,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
(amounts in thousands)
|
||||||||||||
Earnings before provision for income taxes
|
$
|
83,891
|
$
|
86,112
|
$
|
75,751
|
||||||
Fixed charges
|
1,586
|
1,809
|
2,014
|
|||||||||
Earnings before provision for income taxes plus fixed charges
|
$
|
85,477
|
$
|
87,921
|
$
|
77,765
|
||||||
Fixed charges:
|
||||||||||||
Interest expensed
|
$
|
1,195
|
$
|
1,543
|
$
|
1,778
|
||||||
Estimate of interest included in rent expense
|
391
|
266
|
236
|
|||||||||
Fixed charges
|
$
|
1,586
|
$
|
1,809
|
$
|
2,014
|
||||||
Ratio of earnings to fixed charges (1)
|
53.89
|
48.60
|
38.61
|
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.
|
“DEALER”
|
|||
ePLUS TECHNOLOGY, INC. | |||
By: | /s/ |
Elaine D. Marion
|
|
Name: |
Elaine D. Marion
|
||
Title: |
Chief Financial Officer
|
||
ePLUS TECHNOLOGY SERVICES, INC.
|
|||
By: | /s/ |
Elaine D. Marion
|
|
Name: |
Elaine D. Marion
|
||
Title: |
Chief Financial Officer
|
||
“CDF” | |||
WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
|
|||
By: | /s/ |
Scott Hunt
|
|
Name: |
Scott Hunt
|
||
Title: |
Authorized Signor
|
“DEALER” | |||
ePLUS TECHNOLOGY, INC. | |||
By: | /s/ |
Elaine D. Marion
|
|
Name: |
Elaine D. Marion
|
||
Title: |
Chief Financial Officer
|
||
ePLUS TECHNOLOGY SERVICES, INC. | |||
By: | /s/ |
Elaine D. Marion
|
|
Name: |
Elaine D. Marion
|
||
Title: |
Chief Financial Officer
|
||
“CDF” | |||
WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC | |||
By: | /s/ |
Scott Hunt
|
|
Name: |
Scott Hunt
|
||
Title: |
Authorized Signor
|
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)
|
|
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)
|