PLUS 8-K
Eplus Inc (PLUS)
8-K
2025-09-15
For: 2025-09-15
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 15, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(703 ) 984-8400
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
Previously, on June 30, 2025, ePlus inc. (the “Company”) filed a Current Report on Form 8-K (the “Transaction Form 8-K”), disclosing that the Company had
completed the sale of 100% of the membership interests of Expo Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“HoldCo”),
thereby selling the Company’s domestic subsidiaries comprising the majority of the Company’s financing business segment, to Marlin Leasing Corporation, a Delaware corporation (“Buyer”),
pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated June 20, 2025, by and among Buyer, the Company and HoldCo (the “Transaction”). On July 7, 2025, the Company amended the Transaction Form 8-K to provide, as Exhibit 99.2 thereto, the pro forma financial information required by Item 9.01 of Form
8-K (the “Original Pro Forma Financial Statements”).
The Original Pro Forma Financial Statements provided unaudited pro forma statements of income that were prepared as if the Transaction
occurred on April 1, 2022, and an unaudited pro forma balance sheet that was prepared as if the Transaction occurred on March 31, 2025. Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, the historical
results of HoldCo were reflected in the Company’s consolidated financial statements as discontinued operations.
Because the Company customarily provides investor presentations that show select financial information over five fiscal years, the
Company is hereby providing certain supplemental pro forma financial information, attached hereto as Exhibit 99.1, as if the Transaction occurred on April 1, 2020 (the “Supplemental Pro
Forma Financial Information”). The Supplemental Pro Forma Financial Information also includes quarterly pro forma historical results for the fiscal years ending March 31, 2025 and 2024. The Supplemental Pro Forma Financial Information
is provided as a convenience to investors for information purposes only.
The Supplemental Pro Forma Financial Information reflects many, but not all, adjustments required for pro forma financial information
prepared in accordance with Article 11 of Regulation S-X and is not intended to be a complete presentation of the Company’s operating results or financial position. The Supplemental Pro Forma Financial Information does not purport to represent what
the Company’s operations would have been nor do they purport to project the results of operations for any future period and should not be relied upon as an indicator of future performance, financial condition or liquidity.
The information in Item 7.01 of this Current Report on Form 8-K (including the Supplemental Pro Forma Financial Information provided in
Exhibit 99.1) is being furnished pursuant to Regulation FD in order to provide investors with supplemental financial information and historical data, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”), as amended, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any filing under the Exchange Act and
the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The Supplemental Pro Forma Financial Information should be read in conjunction with the separate historical financial statements and
accompanying notes contained in the Company’s Quarterly Reports on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, as well as the Transaction Form 8-K, as amended, including the Original Pro Forma Financial
Statements.
Cautionary Language Concerning Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and other similar words or expressions, or the negative thereof, generally can be used
to help identify these forward-looking statements. Examples of forward-looking statements include statements relating to the anticipated benefits of the Transaction, which is subject to a number of post-closing adjustments; our ability to earn and/or
receive the holdback premium and earn-out payments, if any; and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on expectations and assumptions that we believe to be reasonable
when made, but that may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ
materially and adversely from these forward-looking statements. Among these factors are risks related to general conditions in the economy and our industry, including those due to regulatory changes, the post-closing performance of HoldCo and related
entities, as operated by Buyer after the closing, and other important factors disclosed previously and from time to time in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q and Current Reports on Form 8-K.
All information set forth in this Current Report on Form 8-K is current as of the date hereof and the Company
undertakes no duty or obligation to update this information either as a result of new information, future events or otherwise, except as required by applicable U.S. securities law.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Supplemental Pro Forma Financial Information of ePlus inc. |
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104
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Cover Page Interactive Date File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ePlus inc.
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By: /s/ Elaine D. Marion
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Elaine D. Marion
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Chief Financial Officer
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Date: September 15, 2025
EXHIBIT 99.1
Explanatory Note
Previously, on June 30, 2025, ePlus inc. (“we”, “our”, “us”, “ePlus, or the “Company”) filed a Current Report on Form 8-K (the “Transaction Form 8-K”),
disclosing that the Company had completed the sale of 100% of the membership interests of Expo Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“HoldCo”), thereby selling the Company’s domestic
subsidiaries comprising the majority of the Company’s financing business segment (the “Financing Business”), to Marlin Leasing Corporation, a Delaware corporation (“Buyer”), pursuant to that certain Membership Interest Purchase Agreement (the
“Purchase Agreement”), dated June 20, 2025, by and among Buyer, the Company and HoldCo (the “Transaction”). On July 7, 2025, the Company amended the Transaction Form 8-K to provide, as Exhibit 99.2 thereto, the pro forma financial information
required by Item 9.01 of Form 8-K (the “Original Pro Forma Financial Statements”).
Because the Company customarily provides investor presentations that show select financial information over five fiscal years, the Company is hereby providing
certain supplemental pro forma financial information as if the Transaction occurred on April 1, 2020 (the “Supplemental Pro Forma Financial Information”). The pro forma historical results for fiscal years 2021 and 2022 presented in the Supplemental
Pro Forma Financial Information are comprised of unaudited pro forma statements of income that were prepared as if the Transaction occurred on April 1, 2020. The Supplemental Pro Forma Financial Information also includes quarterly pro forma
historical results for the fiscal years ending March 31, 2025 and 2024. The Supplemental Pro Forma Financial Information is provided as a convenience to investors for information purposes only and reflects many, but not all, adjustments required for
pro forma financial information prepared in accordance with Article 11 of Regulation S-X.
The pro forma historical results for fiscal years 2023, 2024 and 2025 are presented in accordance with the Original Pro Forma Financial Statements, which
provided unaudited pro forma statements of income that were prepared as if the Transaction occurred on April 1, 2022, and such information is the same as was presented in the Original Pro Forma Financial Statements. Please refer to the Transaction
Form 8-K and the Original Pro Forma Financial Statements for additional information.
Sale of HoldCo
In the Transaction, the Buyer paid initial consideration of approximately $180.1 million in cash to us, which amount was the sum of (i) the estimated book
value of HoldCo as of March 31, 2025, plus (ii) a closing premium payment of approximately $2.4 million and less (iii) unpaid transaction expenses as of immediately prior to the Closing (together, the “Initial Consideration”). Our net cash proceeds
from the Initial Consideration were $156.7 million, consisting of cash proceeds of $180.1 million less cash transferred of $23.4 million. The Initial Consideration is subject to a customary post-Closing adjustment process based on the book value of
the assets associated with HoldCo as of the effective time of the Closing (as adjusted, the “Purchase Price”). We recognized a receivable of $7.8 million related to a post-closing adjustment process based on the book value of the assets associated
with HoldCo and other adjustments. In addition to the Purchase Price, we may earn and receive Holdback Premium (as defined below) payments and two different types of Earn-Out (as defined below) payments based on the post-Closing performance of the
HoldCo Group (as defined below), as operated by the Buyer, and we recognized a contingent asset of $13.5 million in the aggregate for these contingent receivables.
1
The Financing Business, which provided financing of information technology equipment, software and related services, was conducted by certain direct and
indirect subsidiaries of ePlus (the “Operating Subsidiaries”), including ePlus Group, inc. and ePlus Government, inc., each a Commonwealth of Virginia corporation and a prior wholly-owned subsidiary of ePlus. In order to sell the business to the
Buyer in the Transaction, we conducted an internal reorganization (the “Reorganization”) whereby ownership of the Operating Subsidiaries was transferred to HoldCo. Additionally, ownership of certain subsidiaries of the Operating Subsidiaries was
transferred from the Operating Subsidiaries to ePlus. The resulting group of HoldCo and its subsidiaries is referred to as the “HoldCo Group”. Upon the Closing of the Transaction, the Buyer purchased 100% of the membership interests of HoldCo from
us, thereby purchasing our domestic subsidiaries comprising the majority of the Financing Business. In connection with the Transaction and the Purchase Agreement, we entered into a transition services agreement with the Buyer, pursuant to which the
Buyer and us will provide certain transition services to the other on a post-Closing basis. We may receive aggregate post-Closing cash payments of up to $3.0 million (the “Holdback Premium”) based on the achievement of customer lease receivable
originations targets by HoldCo (i) from the Closing Date to the 18-month anniversary of the Closing Date and (ii) from the 18-month anniversary of the Closing Date to the 30-month anniversary of the Closing Date.
The two types of earn-out payments that are potentially payable to us are based on (i) the volume of originations of certain types of lease receivables (the
“Lease Originations Earn-Out”) and (ii) the profitability of certain lease receivables originated either to U.S. federal governmental entities or for which a prime contractor acting on behalf of a government entity is the obligor (the “Transaction
Gains Earn-Out,” and together with the Lease Originations Earn-Out, the “Earn-Outs”). Each of the Earn-Outs will be measured for each of the first three consecutive twelve-month periods following the Closing. The Lease Originations Earn-Out is capped
at $10.0 million in aggregate for all three post-Closing years. The Transaction Gains Earn-Out does not have a maximum cap.
Our Human Capital
Our employees are an important resource for us, and their collective dedication and talent enable us to be trusted advisors to our customers. The functional
areas of our employees as if the Transaction occurred on April 1, 2020 are summarized below:
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As of March 31,
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2025
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2024
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2023
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2022
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2021
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Sales and marketing
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697
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702
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625
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570
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571
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Professional and managed services
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1,093
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816
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750
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666
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662
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Administration
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355
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328
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324
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289
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275
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Executive management
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6
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6
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6
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6
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7
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Total
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2,151
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1,852
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1,705
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1,531
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1,515
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Basis of Presentation
The following unaudited pro forma consolidated financial statements were derived from our historical consolidated financial statements, which were prepared in
accordance with United States generally accepted accounting principles (“US GAAP”). The pro forma financial statements should be read in conjunction with our historical consolidated financial statements, the accompanying notes to those financial
statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, 2025 filed with the Securities and Exchange Commission on May 22, 2025. Beginning
with the quarter ending June 30, 2025, the historical results of HoldCo have been reflected in our consolidated financial statements as discontinued operations.
2
For each of the fiscal years ended March 31, 2025, 2024 and 2023, the unaudited pro forma statements of income have been prepared as if the Transaction
occurred on April 1, 2022.
For each of the fiscal years ended March 31, 2022 and 2021, the unaudited pro forma statements of income have been prepared as if the Transaction occurred on
April 1, 2020.
The “HoldCo Discontinued Operations” columns in the unaudited pro forma consolidated financial statements were derived from our consolidated financial
statements included in our Annual Report on Form 10-K for the year ended March 31, 2025.
We believe that the adjustments included within the “HoldCo Discontinued Operations” columns of the unaudited pro forma consolidated financial statements are
consistent with the guidance for discontinued operations under US GAAP. Such adjustments reflect the elimination of revenues and expenses associated with the business of HoldCo. Our current estimates are preliminary and could change as we finalize
our accounting for discontinued operations, which will be reported in future filings. Our adjustments did not include any allocation of our corporate costs or other costs that did not transfer to HoldCo upon disposition. Our adjustments also do not
include any fees that may be earned or incurred under the transition services agreement as we are unable to forecast the fees that may be due or payable under this agreement.
The unaudited pro forma condensed consolidated financial statements are presented based on our assumptions and adjustments and are intended for illustrative
and informational purposes only. The unaudited pro forma condensed consolidated financial statements are not intended to reflect or necessarily be indicative of what our results of operations or financial condition would have been had the divestiture
been completed on the dates assumed. In addition, it is not necessarily indicative of our future results of operations or financial condition. Actual adjustments may differ materially from the information presented.
3
Original Pro Forma Financial Statements
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ePlus inc. and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
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Year ended March 31, 2025
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(in thousands, except per share amounts)
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As Reported
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HoldCo Discontinued Operations
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Pro Forma Continuing Operations
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Net sales
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Product
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$ 1,668,412
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$ (59,222)
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$ 1,609,190
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Services
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400,377
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-
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400,377
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Total
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2,068,789
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(59,222)
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2,009,567
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Cost of sales
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Product
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1,241,115
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(5,625)
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1,235,490
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Services
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258,553
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-
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258,553
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Total
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1,499,668
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(5,625)
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1,494,043
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Gross profit
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569,121
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(53,597)
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515,524
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Selling, general, and administrative
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399,744
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(14,343)
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385,401
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Depreciation and amortization
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25,753
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-
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25,753
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Interest and financing costs
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2,211
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(2,211)
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-
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Operating expenses
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427,708
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(16,554)
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411,154
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Operating income
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141,413
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(37,043)
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104,370
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Other income (expense), net
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7,426
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(988)
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6,438
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Earnings before tax
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148,839
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(38,031)
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110,808
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Provision for income taxes
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40,861
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(9,894)
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30,967
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Net earnings from continuing operations
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$ 107,978
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$ (28,137)
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$ 79,841
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Net earnings from continuing operations per common share—basic
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$ 4.07
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$ (1.06)
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$ 3.01
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Net earnings from continuing operations per common share—diluted
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$ 4.05
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$ (1.06)
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$ 2.99
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4
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ePlus inc. and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
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Year ended March 31, 2024
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(in thousands, except per share amounts)
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As Reported
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HoldCo Discontinued Operations
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Pro Forma Continuing Operations
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Net sales
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Product
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$ 1,933,225
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$ (48,787)
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$ 1,884,438
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Services
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292,077
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-
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292,077
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Total
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2,225,302
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(48,787)
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2,176,515
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Cost of sales
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Product
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1,493,293
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(6,689)
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1,486,604
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Services
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181,216
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-
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181,216
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Total
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1,674,509
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(6,689)
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1,667,820
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Gross profit
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550,793
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(42,098)
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508,695
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Selling, general, and administrative
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367,734
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(12,178)
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355,556
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Depreciation and amortization
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21,025
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(74)
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20,951
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Interest and financing costs
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3,777
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(2,348)
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1,429
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Operating expenses
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392,536
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(14,600)
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377,936
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Operating income
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158,257
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(27,498)
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130,759
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Other income (expense), net
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2,836
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(1,404)
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1,432
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Earnings before tax
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161,093
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(28,902)
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132,191
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Provision for income taxes
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45,317
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(8,247)
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37,070
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Net earnings from continuing operations
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$ 115,776
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$ (20,655)
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$ 95,121
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Net earnings from continuing operations per common share—basic
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$ 4.35
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$ (0.78)
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$ 3.57
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Net earnings from continuing operations per common share—diluted
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$ 4.33
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$ (0.77)
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$ 3.56
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5
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ePlus inc. and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
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Year ended March 31, 2023
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(in thousands, except per share amounts)
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As Reported
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HoldCo Discontinued Operations
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Pro Forma Continuing Operations
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Net sales
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Product
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$ 1,803,275
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$ (51,614)
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$ 1,751,661
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Services
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264,443
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-
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264,443
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Total
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2,067,718
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(51,614)
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2,016,104
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Cost of sales
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Product
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1,379,500
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(9,110)
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1,370,390
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Services
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170,694
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-
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170,694
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Total
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1,550,194
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(9,110)
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1,541,084
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Gross profit
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517,524
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(42,504)
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475,020
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Selling, general, and administrative
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333,520
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(13,621)
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319,899
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Depreciation and amortization
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13,709
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(110)
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13,599
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Interest and financing costs
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4,133
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(1,234)
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2,899
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Operating expenses
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351,362
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(14,965)
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336,397
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Operating income
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166,162
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(27,539)
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138,623
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Other income (expense), net
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(3,188)
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(2,352)
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(5,540)
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Earnings before tax
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162,974
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(29,891)
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133,083
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Provision for income taxes
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43,618
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(7,946)
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35,672
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Net earnings from continuing operations
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$ 119,356
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$ (21,945)
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$ 97,411
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Net earnings from continuing operations per common share—basic
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$ 4.49
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$ (0.83)
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$ 3.66
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Net earnings from continuing operations per common share—diluted
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$ 4.48
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$ (0.82)
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$ 3.66
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6
Supplemental Pro Forma Information
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ePlus inc. and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
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Year ended March 31, 2022
|
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(in thousands, except per share amounts)
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As Reported
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HoldCo Discontinued Operations
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Pro Forma Continuing Operations
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Net sales
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Product
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$ 1,580,394
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$ (87,184)
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$ 1,493,210
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Services
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240,625
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-
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240,625
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Total
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1,821,019
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(87,184)
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1,733,835
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Cost of sales
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|||
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Product
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1,210,943
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(34,777)
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1,176,166
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Services
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149,094
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-
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149,094
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Total
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1,360,037
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(34,777)
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1,325,260
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Gross profit
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460,982
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(52,407)
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408,575
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Selling, general, and administrative
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297,117
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(11,265)
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285,852
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Depreciation and amortization
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14,646
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(111)
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14,535
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Interest and financing costs
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1,903
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(705)
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1,198
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Operating expenses
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313,666
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(12,081)
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301,585
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Operating income
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147,316
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(40,326)
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106,990
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Other income (expense), net
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(432)
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(3)
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(435)
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Earnings before tax
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146,884
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(40,329)
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106,555
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Provision for income taxes
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41,284
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(11,335)
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29,949
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Net earnings from continuing operations
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$ 105,600
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$ 28,994
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$ 76,606
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Net earnings from continuing operations per common share—basic
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$ 3.96
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$ (1.08)
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$ 2.88
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Net earnings from continuing operations per common share—diluted
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$ 3.93
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$ (1.08)
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$ 2.85
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7
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ePlus inc. and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
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Year ended March 31, 2021
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(in thousands, except per share amounts)
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As Reported
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HoldCo Discontinued Operations
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Pro Forma Continuing Operations
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Net sales
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Product
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$ 1,366,158
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$ (59,661)
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$ 1,306,497
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Services
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202,165
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-
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202,165
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Total
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1,568,323
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(59,661)
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1,508,662
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Cost of sales
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|||
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Product
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1,049,677
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(12,548)
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1,037,129
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Services
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125,092
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-
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125,092
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Total
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1,174,769
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(12,548)
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1,162,221
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Gross profit
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393,554
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(47,113)
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346,441
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Selling, general, and administrative
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271,263
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(12,956)
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258,307
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Depreciation and amortization
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13,951
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(112)
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13,839
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Interest and financing costs
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2,005
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(1,332)
|
673
|
|
Operating expenses
|
287,219
|
(14,400)
|
272,819
|
|
Operating income
|
106,335
|
(32,713)
|
73,622
|
|
Other income (expense), net
|
571
|
(36)
|
535
|
|
Earnings before tax
|
106,906
|
(32,749)
|
74,157
|
|
Provision for income taxes
|
32,509
|
(9,959)
|
22,550
|
|
Net earnings from continuing operations
|
$ 74,397
|
$ 22,790
|
$ 51,607
|
|
Net earnings from continuing operations per common share—basic
|
$ 2.79
|
$ (0.86)
|
$ 1.93
|
|
Net earnings from continuing operations per common share—diluted
|
$ 2.77
|
$ (0.85)
|
$ 1.92
|
8
|
ePlus inc. and Subsidiaries
|
|||||||
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations
|
|||||||
|
(in thousands, except per share amounts)
|
|||||||
|
Three months ended June 30,
|
|||||||
|
2024
|
2023
|
||||||
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma
Continuing
Operations
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma Continuing Operations
|
||
|
Net sales
|
|||||||
|
Product
|
$ 466,349
|
$ (8,886)
|
$ 457,463
|
$ 506,656
|
$ (8,413)
|
$ 498,243
|
|
|
Services
|
78,189
|
-
|
78,189
|
67,519
|
-
|
67,519
|
|
|
Total
|
544,538
|
(8,886)
|
535,652
|
574,175
|
(8,413)
|
565,762
|
|
|
Cost of sales
|
|||||||
|
Product
|
360,157
|
(1,279)
|
358,878
|
388,904
|
(2,078)
|
386,826
|
|
|
Services
|
49,900
|
-
|
49,900
|
42,998
|
-
|
42,998
|
|
|
Total
|
410,057
|
(1,279)
|
408,778
|
431,902
|
(2,078)
|
429,824
|
|
|
Gross profit
|
134,481
|
(7,607)
|
126,874
|
142,273
|
(6,335)
|
135,938
|
|
|
Selling, general, and administrative
|
93,608
|
(3,012)
|
90,596
|
90,298
|
(2,655)
|
87,643
|
|
|
Depreciation and amortization
|
4,819
|
-
|
4,819
|
4,792
|
(28)
|
4,764
|
|
|
Interest and financing costs
|
585
|
(585)
|
-
|
851
|
(301)
|
550
|
|
|
Operating expenses
|
99,012
|
(3,597)
|
95,415
|
95,941
|
(2,984)
|
92,957
|
|
|
Operating income
|
35,469
|
(4,010)
|
31,459
|
46,332
|
(3,351)
|
42,981
|
|
|
Other income (expense), net
|
2,073
|
(362)
|
1,711
|
190
|
(266)
|
(76)
|
|
|
Earnings before tax
|
37,542
|
(4,372)
|
33,170
|
46,522
|
(3,617)
|
42,905
|
|
|
Provision for income taxes
|
10,203
|
(1,226)
|
8,977
|
12,675
|
(940)
|
11,735
|
|
|
Net earnings from continuing operations
|
$ 27,339
|
$ (3,146)
|
$ 24,193
|
$ 33,847
|
$ (2,677)
|
$ 31,170
|
|
|
Net earnings from continuing operations per common share—basic
|
$ 1.03
|
$ (0.12)
|
$ 0.91
|
$ 1.27
|
$ (0.10)
|
$ 1.17
|
|
|
Net earnings from continuing operations per common share—diluted
|
$ 1.02
|
$ (0.12)
|
$ 0.90
|
$ 1.27
|
$ (0.10)
|
$ 1.17
|
|
9
|
ePlus inc. and Subsidiaries
|
|||||||
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations
|
|||||||
|
(in thousands, except per share amounts)
|
|||||||
|
Three months ended September 30,
|
|||||||
|
2024
|
2023
|
||||||
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma
Continuing
Operations
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma Continuing Operations
|
||
|
Net sales
|
|||||||
|
Product
|
$ 411,505
|
$ (21,800)
|
$ 389,705
|
$ 516,609
|
$ (15,335)
|
$ 501,274
|
|
|
Services
|
103,667
|
-
|
103,667
|
71,002
|
-
|
71,002
|
|
|
Total
|
515,172
|
(21,800)
|
493,372
|
587,611
|
(15,335)
|
572,276
|
|
|
Cost of sales
|
|||||||
|
Product
|
301,436
|
(1,111)
|
300,325
|
398,234
|
(1,819)
|
396,415
|
|
|
Services
|
65,745
|
-
|
65,745
|
45,012
|
-
|
45,012
|
|
|
Total
|
367,181
|
(1,111)
|
366,070
|
443,246
|
(1,819)
|
441,427
|
|
|
Gross profit
|
147,991
|
(20,689)
|
127,302
|
144,365
|
(13,516)
|
130,849
|
|
|
Selling, general, and administrative
|
98,971
|
(4,430)
|
94,541
|
92,652
|
(3,560)
|
89,092
|
|
|
Depreciation and amortization
|
5,765
|
-
|
5,765
|
5,630
|
(28)
|
5,602
|
|
|
Interest and financing costs
|
537
|
(537)
|
-
|
1,220
|
(559)
|
661
|
|
|
Operating expenses
|
105,273
|
(4,967)
|
100,306
|
99,502
|
(4,147)
|
95,355
|
|
|
Operating income
|
42,718
|
(15,722)
|
26,996
|
44,863
|
(9,369)
|
35,494
|
|
|
Other income (expense), net
|
579
|
(263)
|
316
|
117
|
(382)
|
(265)
|
|
|
Earnings before tax
|
43,297
|
(15,985)
|
27,312
|
44,980
|
(9,751)
|
35,229
|
|
|
Provision for income taxes
|
11,987
|
(4,474)
|
7,513
|
12,316
|
(2,751)
|
9,565
|
|
|
Net earnings from continuing operations
|
$ 31,310
|
$ (11,511)
|
$ 19,799
|
$ 32,664
|
$ (7,000)
|
$ 25,664
|
|
|
Net earnings from continuing operations per common share—basic
|
$ 1.18
|
$ (0.43)
|
$ 0.75
|
$ 1.23
|
$ (0.26)
|
$ 0.96
|
|
|
Net earnings from continuing operations per common share—diluted
|
$ 1.17
|
$ (0.43)
|
$ 0.74
|
$ 1.22
|
$ (0.26)
|
$ 0.96
|
|
10
|
ePlus inc. and Subsidiaries
|
|||||||
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations
|
|||||||
|
(in thousands, except per share amounts)
|
|||||||
|
Three months ended December 31,
|
|||||||
|
2024
|
2023
|
||||||
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma
Continuing
Operations
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma Continuing Operations
|
||
|
Net sales
|
|||||||
|
Product
|
$ 397,318
|
$ (17,744)
|
$ 379,574
|
$ 434,371
|
$ (14,778)
|
$ 419,593
|
|
|
Services
|
113,647
|
-
|
113,647
|
74,684
|
-
|
74,684
|
|
|
Total
|
510,965
|
(17,744)
|
493,221
|
509,055
|
(14,778)
|
494,277
|
|
|
Cost of sales
|
|||||||
|
Product
|
297,434
|
(1,937)
|
295,497
|
328,908
|
(1,275)
|
327,633
|
|
|
Services
|
72,646
|
-
|
72,646
|
46,337
|
-
|
46,337
|
|
|
Total
|
370,080
|
(1,937)
|
368,143
|
375,245
|
(1,275)
|
373,970
|
|
|
Gross profit
|
140,885
|
(15,807)
|
125,078
|
133,810
|
(13,503)
|
120,307
|
|
|
Selling, general, and administrative
|
104,181
|
(3,249)
|
100,932
|
89,381
|
(2,880)
|
86,501
|
|
|
Depreciation and amortization
|
7,676
|
-
|
7,676
|
5,399
|
(18)
|
5,381
|
|
|
Interest and financing costs
|
517
|
(517)
|
-
|
983
|
(765)
|
218
|
|
|
Operating expenses
|
112,374
|
(3,766)
|
108,608
|
95,763
|
(3,663)
|
92,100
|
|
|
Operating income
|
28,511
|
(12,041)
|
16,470
|
38,047
|
(9,840)
|
28,207
|
|
|
Other income (expense), net
|
3,650
|
(203)
|
3,447
|
366
|
(253)
|
113
|
|
|
Earnings before tax
|
32,161
|
(12,244)
|
19,917
|
38,413
|
(10,093)
|
28,320
|
|
|
Provision for income taxes
|
8,028
|
(2,677)
|
5,351
|
11,131
|
(3,215)
|
7,916
|
|
|
Net earnings from continuing operations
|
$ 24,133
|
$ (9,567)
|
$ 14,566
|
$ 27,282
|
$ (6,878)
|
$ 20,404
|
|
|
Net earnings from continuing operations per common share—basic
|
$ 0.91
|
$ (0.36)
|
$ 0.55
|
$ 1.02
|
$ (0.26)
|
$ 0.77
|
|
|
Net earnings from continuing operations per common share—diluted
|
$ 0.91
|
$ (0.36)
|
$ 0.55
|
$ 1.02
|
$ (0.26)
|
$ 0.76
|
|
11
|
ePlus inc. and Subsidiaries
|
|||||||
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations
|
|||||||
|
(in thousands, except per share amounts)
|
|||||||
|
Three months ended March 31,
|
|||||||
|
2025
|
2024
|
||||||
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma
Continuing
Operations
|
As Reported
|
HoldCo Discontinued Operations
|
Pro Forma Continuing Operations
|
||
|
Net sales
|
|||||||
|
Product
|
$ 393,240
|
$ (10,792)
|
$ 382,448
|
$ 475,589
|
$ (10,261)
|
$ 465,328
|
|
|
Services
|
104,874
|
-
|
104,874
|
78,872
|
-
|
78,872
|
|
|
Total
|
498,114
|
(10,792)
|
487,322
|
554,461
|
(10,261)
|
544,200
|
|
|
Cost of sales
|
|||||||
|
Product
|
282,088
|
(1,298)
|
280,790
|
377,247
|
(1,517)
|
375,730
|
|
|
Services
|
70,262
|
-
|
70,262
|
46,869
|
-
|
46,869
|
|
|
Total
|
352,350
|
(1,298)
|
351,052
|
424,116
|
(1,517)
|
422,599
|
|
|
Gross profit
|
145,764
|
(9,494)
|
136,270
|
130,345
|
(8,744)
|
121,601
|
|
|
Selling, general, and administrative
|
102,984
|
(3,652)
|
99,332
|
95,403
|
(3,083)
|
92,320
|
|
|
Depreciation and amortization
|
7,493
|
-
|
7,493
|
5,204
|
-
|
5,204
|
|
|
Interest and financing costs
|
572
|
(572)
|
-
|
723
|
(723)
|
-
|
|
|
Operating expenses
|
111,049
|
(4,224)
|
106,825
|
101,330
|
(3,806)
|
97,524
|
|
|
Operating income
|
34,715
|
(5,270)
|
29,445
|
29,015
|
(4,938)
|
24,077
|
|
|
Other income (expense), net
|
1,124
|
(160)
|
964
|
2,163
|
(503)
|
1,660
|
|
|
Earnings before tax
|
35,839
|
(5,430)
|
30,409
|
31,178
|
(5,441)
|
25,737
|
|
|
Provision for income taxes
|
10,643
|
(1,517)
|
9,126
|
9,195
|
(1,341)
|
7,854
|
|
|
Net earnings from continuing operations
|
$ 25,196
|
$ (3,913)
|
$ 21,283
|
$ 21,983
|
$ (4,100)
|
$ 17,883
|
|
|
Net earnings from continuing operations per common share—basic
|
$ 0.96
|
$ (0.15)
|
$ 0.81
|
$ 0.83
|
$ (0.15)
|
$ 0.67
|
|
|
Net earnings from continuing operations per common share—diluted
|
$ 0.95
|
$ (0.15)
|
$ 0.81
|
$ 0.82
|
$ (0.15)
|
$ 0.67
|
|
12