8-K

EPLUS INC (PLUS)

8-K 2023-02-10 For: 2023-02-07
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): February 7, 2023

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware 001-34167 54-1817218
(State or other jurisdiction <br><br> of incorporation) (Commission <br><br> File Number) (IRS Employer <br><br> Identification No.)

13595 Dulles Technology Drive

Herndon, Virginia 20171-3413

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value PLUS NASDAQ Global Select Market

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 2.02 Results of Operations and Financial Condition

On February 7, 2023, ePlus inc. announced by press release its results of operations for its three and nine months ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit No. Description
99.1 Press release dated February 7, 2023, issued by ePlus inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

ePlus inc.
By: /s/ Elaine D. Marion
Elaine D. Marion
Chief Financial Officer

Date: February 10, 2023


EXHIBIT 99.1

ePlus Reports Third Quarter and First Nine Months Financial Results

Third Quarter Fiscal Year 2023
Net sales increased 26.0% to $623.5 million; technology segment net sales increased 28.3% to $611.8 million; service revenues increased 7.9% to $67.5<br> million.
Technology segment adjusted gross billings increased 29.7% to $888.6 million.
Consolidated gross profit increased 18.1% to $138.4 million.
Consolidated gross margin was 22.2%, down 150 basis points from last year’s quarter.
Net earnings increased 35.1% to $35.7 million.
Adjusted EBITDA increased 27.6% to $53.3 million.
Net earnings per common share-diluted increased 36.7% to $1.34. Non-GAAP net earnings per common share-diluted increased 25.5% to $1.38.
First Nine Months Fiscal Year 2023
--- ---
Net sales increased 15.0% to $1,575.5 million; technology segment net sales increased 16.6% to $1,532.0 million; service revenues increased 9.4% to<br> $195.7 million.
Technology segment adjusted gross billings increased 18.9% to $2,356.3 million.
Consolidated gross profit increased 11.4% to $385.2 million.
Consolidated gross margin was 24.4%, compared with 25.2% last year.
Net earnings increased 6.3% to $86.5 million.
Adjusted EBITDA increased 9.0% to $141.9 million.
Net earnings per common share-diluted increased 6.9% to $3.24. Non-GAAP net earnings per common share-diluted increased 8.3% to $3.66.

HERNDON, VA – February 7, 2023 – ePlus inc. (NASDAQ:  PLUS), a leading provider of technology and financing solutions, today announced financial results for the three and nine months ended December 31, 2022.

Management Comment

“ePlus delivered strong third quarter financial results, driven by robust customer demand in our focus areas of digital transformation, hybrid workforce, cloud solutions, and security,” said Mark Marron, president and chief executive officer of ePlus. “Consolidated net sales increased 26% year-over-year to $623.5 million, while diluted earnings per share rose nearly 37% to $1.34, reflecting the strong top line momentum and efficient expense management. The ePlus team once again executed at a high level, meeting our customers’ evolving needs with cost-effective and innovative solutions. As our customers have prioritized their technology investments, we continue to invest in our teams and in our capabilities to expand our solutions portfolio and our market share.”

Mr. Marron continued, “While supply chain constraints persist, we saw a gradual easing in availability of certain products during the third quarter, enabling us to fulfill a portion of our customer backlog and reduce our inventories sequentially compared to the fiscal second quarter.  We remain focused on driving long-term growth, with emphasis on expanding our managed and annuity-quality services revenue while continuing to target high-growth opportunities in our focus markets.”

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Third Quarter Fiscal Year 2023 Results

For the third quarter ended December 31, 2022, as compared to the prior fiscal year third quarter ended December 31, 2021:

Consolidated net sales increased 26.0% to $623.5 million, from $494.8 million.

Technology segment net sales increased 28.3% to $611.8 million, from $477.0 million due to higher sales of product and services. Service revenues increased 7.9% to $67.5 million, from $62.5 million due to increases in managed services.  Adjusted gross billings increased 29.7% to $888.6 million from $685.0 million.

Financing segment net sales decreased 34.5% to $11.7 million, from $17.9 million due to lower portfolio earnings and less proceeds from sales of leased equipment.

Consolidated gross profit increased 18.1% to $138.4 million, from $117.1 million. Consolidated gross margin was 22.2%, down from 23.7% last year due to lower product margin and lower service margins caused by increases in managed services costs and a change in our mix of services.

Operating expenses were $91.9 million, up 13.4% from $81.0 million last year, primarily due to increases in salaries and benefits, variable compensation stemming from higher gross profit, professional fees, software license and maintenance, travel expenses, and changes in allowance for credit losses.  Our headcount at the end of the quarter was 1,745, up 191 from a year ago, including 25 employees from the Future Com acquisition that closed July 15, 2022. Of the 191 additional employees, 158 were customer-facing employees, including 101 professional services and technical support personnel due to demand for our services.

Consolidated operating income increased 28.7% to $46.5 million.  During the quarter we had other income of $2.9 million, due to foreign currency transaction gain of $0.9 million and a $1.9 million related to our claim in a class action lawsuit received in December 2022.

Our effective tax rate for the quarter was 27.7%, higher than the prior year quarter of 26.4% due to a tax benefit from restricted stock in the prior year.

Net earnings increased 35.1% to $35.7 million.

Adjusted EBITDA increased 27.6% to $53.3 million.

Net earnings per common share-diluted was $1.34, compared with $0.98 in the prior year quarter. Non-GAAP earnings per common share-diluted was $1.38, compared with $1.10 last year.

First Nine Months Fiscal Year 2023 Results

For the nine months ended December 31, 2022, as compared to the prior fiscal year nine months ended December 31, 2021:

Consolidated net sales increased 15.0% to $1,575.5 million, from $1,369.5 million.

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Technology segment net sales increased 16.6% to $1,532.0 million, from $1,313.6 million due to higher sales of product and services. Service revenues increased 9.4% to $195.7 million, from $179.0 million due to increases in professional services and managed services.  Adjusted gross billings was $2,356.3 million, an increase of 18.9% from $1,982.2 million.

Financing segment net sales decreased 22.1% to $43.5 million, from $55.9 million, due to lower portfolio earnings and less proceeds from sales of leased equipment.

Consolidated gross profit increased 11.4% to $385.2 million, from $345.6 million. Consolidated gross margin was 24.4%, lower than 25.2% last year, due to lower service margins partially offset by higher product margin.

Operating expenses were $261.5 million, up 12.3% from $232.8 million last year, primarily due to increases in variable compensation stemming from higher gross profit, salaries and benefits, professional fees, advertising and marketing, software license and maintenance, travel expenses, and changes in allowance for credit losses.

Consolidated operating income increased 9.7% to $123.7 million. During the nine months ended December 31, 2022, we incurred foreign currency transaction losses of $5.2 million, which was partially offset by $1.9 million related to our claim in a class action lawsuit.

Our effective tax rate for the first nine months  of fiscal 2023 was 28.3%, higher than 27.7% in the corresponding period in fiscal 2022 due to foreign currency transaction losses incurred in lower tax jurisdictions.

Net earnings increased 6.3% to $86.5 million.

Adjusted EBITDA increased 9.0% to $141.9 million.

Net earnings per common share-diluted was $3.24, compared with $3.03 in the prior year. Non-GAAP net earnings per common share-diluted was $3.66, compared with $3.38 last year.

Balance Sheet Highlights

As of December 31, 2022, ePlus had cash and cash equivalents of $99.4 million, compared with $155.4 million as of March 31, 2022.  Inventory, which represents equipment ordered by customers but not yet delivered, increased 57.9% to $244.8 million from March 31, 2022 due to ongoing projects with customers coupled with continued supply chain constraints; however, sequentially, inventory decreased 10.9%.  Total stockholders’ equity was $746.4 million, compared with $660.7 million as of March 31, 2022.  Total shares outstanding were 26.9 million on December 31, 2022 and March 31, 2022.

Summary and Outlook

“Our solid financial results in the third quarter and through the first nine months of fiscal 2023 speak to the fundamental strength of our business, our expanded portfolio of solutions and services and the dedication of our team. Supported by the strength of our balance sheet and our extensive partnerships within the global IT market, ePlus remains well positioned to capitalize on key long-term growth trends, such as workplace transformation, the need to protect against cybersecurity threats and the shift to the cloud,” Mr. Marron concluded.

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Recent Corporate Developments/Recognitions

January 2023:
o Announced the launch of ePlus Storage-as-a-Service powered by Pure Storage.
December 2022:
o Successfully achieved SOC 1, SOC 2, and HIPAA Attestations.
o Received Nutanix Global Reseller of the Year, Americas Reseller of the Year, and Americas Partner Systems Engineer of the Year Awards.
November 2022:
o Launched Co-Delivered Architecture Support Services for Cisco and Adjacent Technologies.
o Recognized with multiple awards, including U.S. Partner of the Year and Global Marketing Partner of the Year at Cisco Partner Summit.

Conference Call Information

ePlus will hold a conference call and webcast at 4:30 p.m. ET on February 7, 2023:

Audio Webcast (Live & Replay): https://events.q4inc.com/attendee/482950251
Live Call: (888) 330-2469 (toll-free/domestic)
(240) 789-2740 (international)
Replay: (800) 770- 2030 (toll-free/domestic)
(647) 362-9199 (international)
Passcode: 5403833 (live call and replay)

The replay of this webcast will be available approximately two hours after the call concludes and be available through February 14, 2023.

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About ePlus inc.

ePlus has an unwavering and relentless focus on leveraging technology to create inspired and transformative business outcomes for its customers. Offering a robust portfolio of solutions, as well as a full set of consultative and managed services across the technology spectrum, ePlus has proudly achieved more than 30 years of success in the business, carrying customers forward through adversity, rapidly changing environments, and other obstacles. ePlus is a trusted advisor, bringing expertise, credentials, talent and a thorough understanding of innovative technologies, spanning security, cloud, data center, networking, collaboration and emerging solutions, to organizations across all industry segments. With complete lifecycle management services and flexible payment solutions, ePlus’ more than 1,700 associates are focused on cultivating positive customer experiences and are dedicated to their craft, harnessing new knowledge while applying decades of proven experience. ePlus is headquartered in Virginia, with locations in the United States, UK, Europe, and Asia‐Pacific. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com.  Connect with ePlus on LinkedIn, Twitter, Facebook, and Instagram.

ePlus, Where Technology Means More^®^.

ePlus^®^ and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries.  The names of other companies and products mentioned herein may be the trademarks of their respective owners.

Forward-looking statements

Statements in this press release that are not historical facts may be deemed to be “forward-looking statements.”  Forward-looking statements can be identified by such words and phrases as “believe(s),” “outlook,” “looking ahead,” “anticipate(s),” “expect(s),” “intend(s),” “estimate(s),” “may,” “will,” “should,” “continue” and similar expressions, comparable terminology or the negative thereof, and include the anticipated growth of our company, as well as our outlook for the fourth quarter and balance of the 2023 fiscal year. Actual and anticipated future results may vary materially due to certain risks and uncertainties, including, without limitation, national and international political instability fostering uncertainty and volatility in the global economy including exposure to fluctuation in foreign currency rates, interest rates, and  inflation, increases in our costs which may result in adverse changes in our gross profit and/or price increases to our customers which may result in adverse changes in our gross profit; reduction of vendor incentives provided to us; significant and rapid inflation may cause price, wage, and interest rate increases, as well as increases in operating costs which may impact the arrangements that have pricing commitments over the term of the agreement; significant adverse changes in, reductions in, or loss of one or more of our larger volume customers or vendors; our ability to successfully perform due diligence and integrate acquired businesses; disruptions or a security breach in our or our vendors’ IT systems and data and audio communication networks; supply chain issues, including a shortage of IT products, may increase our costs or cause a delay in fulfilling customer orders, or increase our need for working capital, or completing professional services, or purchasing IT products or services needed to support our internal infrastructure or operations, resulting in an adverse impact on our financial results; ongoing remote work trends, and the increase in cybersecurity attacks that have occurred while employees work remotely; maintaining and increasing advanced professional services by recruiting and retaining highly skilled, competent personnel, and vendor certifications; our dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel; our ability to

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secure our own and our customers’ electronic and other confidential information, while maintaining compliance with evolving data privacy and regulatory laws and regulations; our ability to remain secure during a cyber-security attack. Including both disruptions in our or our vendors’ IT systems and data and audio communication networks; reliance on third-parties to perform some of our service obligations with customers, and the reliance on a small number of key vendors in our supply chain with whom we do not have long-term supply agreements, guaranteed price agreements, or assurance of stock availability; the creditworthiness of our customers and our ability to reserve adequately for credit losses; loss of our credit facility or credit lines with our vendors may restrict our current and future operations; 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 price; a reduction of vendor incentives provided to us; changes in the IT industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service, software as a service and platform as a service; our dependency on continued innovations in hardware, software, and services offerings by our vendors and our ability to partner with them; future growth rates in our core businesses; rising interest rates or the loss of key lenders or the constricting of credit markets; the possibility of a goodwill impairment charges in the future; our ability to adapt to meet changes in markets and competitive developments, to increase the total number of customers using integrated solutions by up-selling within our customer base and gaining new customers, to manage a diverse product set of solutions in highly competitive markets with a number of key vendors, to increase the total number of customers who use our managed services and professional services and continue to enhance our managed services offerings to remain competitive in this marketplace, to perform professional and managed services competently; and to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration, and other key strategies; exposure to changes in, interpretations of, or enforcement trends in, and customer and vendor actions in anticipation of or response to, legislation and regulatory matters; domestic and international economic regulations uncertainty (e.g., tariffs, sanctions, and trade agreements); our contracts may not be adequate to protect us, we are subject to audits which we may not pass, and our professional and liability insurance policies coverage may be insufficient to cover a claim; failure to comply with public sector contracts, or applicable laws and or regulations; our ability to maintain our proprietary software and update our technology infrastructure to remain competitive in the marketplace; our ability to realize our investment in leased equipment; our ability to successfully perform due diligence and integrate acquired business; and our ability to protect our intellectual property rights and successfully defend any challenges to the validity or our patents or allegations that we are infringing upon any third-party patents, and the costs associated with those actions, and, when appropriate, the costs associated with licensing required technology; our ability to profitably adapt our services to meet changes in market developments; the possibility of defects in our products or catalog content data; and other risks or uncertainties detailed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 and other reports filed with the Securities and Exchange Commission.  All information set forth in this press release is current as of the date of this release and ePlus 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.

Contact:

Kleyton Parkhurst, SVP

ePlus inc.

kparkhurst@eplus.com

703-984-8150

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ePlus inc. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31, 2022 March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents $99,395 $155,378
Accounts receivable—trade, net 674,935 430,380
Accounts receivable—other, net 70,589 48,673
Inventories 244,798 155,060
Financing receivables—net, current 105,823 61,492
Deferred costs 43,111 32,555
Other current assets 54,792 13,944
Total current assets 1,293,443 897,482
Financing receivables and operating leases—net 80,579 64,292
Deferred tax asset—net 4,859 5,050
Property, equipment and other assets 55,371 45,586
Goodwill 136,057 126,543
Other intangible assets—net 27,556 27,250
TOTAL ASSETS $1,597,865 $1,166,203
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current liabilities:
Accounts payable $299,627 $136,161
Accounts payable—floor plan 154,541 145,323
Salaries and commissions payable 41,152 39,602
Deferred revenue 125,570 86,469
Recourse notes payable—current 102,961 7,316
Non-recourse notes payable—current 41,293 17,070
Other current liabilities 28,433 28,095
Total current liabilities 793,577 460,036
Recourse notes payable—long term - 5,792
Non-recourse notes payable—long term 7,172 4,108
Other liabilities 50,696 35,529
TOTAL LIABILITIES 851,445 505,465
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 per share par value; 2,000 shares authorized;<br><br> <br>none outstanding - -
Common stock, $.01 per share par value; 50,000 shares<br><br> <br>authorized; 26,907<br> outstanding at December 31, 2022 and<br><br> <br>26,886 outstanding at<br> March 31, 2022 272 270
Additional paid-in capital 165,161 159,480
Treasury stock, at cost, 258 shares at December 31, 2022 and<br><br> <br>130 shares at March 31, 2022 (13,958) (6,734)
Retained earnings 594,348 507,846
Accumulated other comprehensive income—foreign currency<br><br> <br>translation adjustment 597 (124)
Total Stockholders' Equity 746,420 660,738
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,597,865 $1,166,203

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ePlus inc. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 2022 2021
Net sales
Product $556,018 $432,307 $1,379,813 $1,190,524
Services 67,458 62,527 195,728 178,976
Total 623,476 494,834 1,575,541 1,369,500
Cost of sales
Product 441,015 339,810 1,062,352 914,666
Services 44,089 37,907 127,990 109,203
Total 485,104 377,717 1,190,342 1,023,869
Gross profit 138,372 117,117 385,199 345,631
Selling, general, and administrative 86,730 76,874 248,201 220,153
Depreciation and amortization 3,609 3,597 10,387 11,376
Interest and financing costs 1,575 561 2,863 1,262
Operating expenses 91,914 81,032 261,451 232,791
Operating income 46,458 36,085 123,748 112,840
Other income (expense) 2,907 (175) (3,112) (377)
Earnings before taxes 49,365 35,910 120,636 112,463
Provision for income taxes 13,671 9,486 34,134 31,108
Net earnings $35,694 $26,424 $86,502 $81,355
Net earnings per common share—basic $1.34 $0.99 $3.26 $3.05
Net earnings per common share—diluted $1.34 $0.98 $3.24 $3.03
Weighted average common shares outstanding—basic 26,592 26,668 26,561 26,666
Weighted average common shares outstanding—diluted 26,648 26,930 26,688 26,887

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Technology Segment
Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 Change 2022 2021 Change
(in thousands) (in thousands)
Net sales
Product $544,316 $414,448 31.3% $1,336,309 $1,134,658 17.8%
Services 67,458 62,527 7.9% 195,728 178,976 9.4%
Total 611,774 476,975 28.3% 1,532,037 1,313,634 16.6%
Cost of sales
Product 439,831 334,585 31.5% 1,054,267 899,437 17.2%
Services 44,089 37,907 16.3% 127,990 109,203 17.2%
Total 483,920 372,492 29.9% 1,182,257 1,008,640 17.2%
Gross profit 127,854 104,483 22.4% 349,780 304,994 14.7%
Selling, general, and administrative 81,874 73,413 11.5% 235,147 210,369 11.8%
Depreciation and amortization 3,582 3,569 0.4% 10,304 11,292 (8.7%)
Interest and financing costs 1,308 335 290.4% 2,117 693 205.5%
Operating expenses 86,764 77,317 12.2% 247,568 222,354 11.3%
Operating income $41,090 $27,166 51.3% $102,212 $82,640 23.7%
Adjusted gross billings $888,621 $685,031 29.7% $2,356,326 $1,982,162 18.9%
Adjusted EBITDA $47,869 $32,794 46.0% $120,135 $99,811 20.4%
Technology Segment Net Sales by Customer End Market
--- --- --- ---
Twelve Months Ended December 31,
2022 2021 Change
Telecom, Media & Entertainment 28% 29% (1%)
Technology 18% 15% 3%
Healthcare 14% 16% (2%)
SLED 13% 15% (2%)
​Financial Services 9% 9% -
​All others 18% 16% 2%
Total 100% 100%
Financing Segment
--- --- --- --- --- --- ---
Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 Change 2022 2021 Change
(in thousands) (in thousands)
Net sales $11,702 $17,859 (34.5%) $43,504 $55,866 (22.1%)
Cost of sales 1,184 5,225 (77.3%) 8,085 15,229 (46.9%)
Gross profit 10,518 12,634 (16.7%) 35,419 40,637 (12.8%)
Selling, general, and administrative 4,856 3,461 40.3% 13,054 9,784 33.4%
Depreciation and amortization 27 28 (3.6%) 83 84 (1.2%)
Interest and financing costs 267 226 18.1% 746 569 31.1%
Operating expenses 5,150 3,715 38.6% 13,883 10,437 33.0%
Operating income $5,368 $8,919 (39.8%) $21,536 $30,200 (28.7%)
Adjusted EBITDA $5,456 $9,003 (39.4%) $21,798 $30,453 (28.4%)

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ePlus inc. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP INFORMATION

We included reconciliations below for the following non-GAAP financial measures: (i) Adjusted gross billings, (ii) Adjusted EBITDA, (iii) Segment Adjusted EBITDA, (iv) Non-GAAP:  Net earnings and (v) Non-GAAP: Net earnings per common share - diluted.

We define Adjusted gross billings as our technology segment net sales calculated in accordance with US GAAP, adjusted to exclude the costs incurred related to sales of third-party maintenance, software assurance and subscription/SaaS licenses, and services.

We define Adjusted EBITDA as net earnings calculated in accordance with US GAAP, adjusted for the following: interest expense, depreciation and amortization, share based compensation, acquisition and integration expense, provision for income taxes, and other income (expense). Segment Adjusted EBITDA is defined as operating income calculated in accordance with US 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.

Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted are based on net earnings calculated in accordance with US GAAP, adjusted to exclude other income (expense), share based compensation, and acquisition related amortization expense, and the related tax effects.

Our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results as reported under US GAAP. In addition, other companies, including companies in our industry, might calculate Adjusted gross billings, Adjusted EBITDA, Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share-diluted or similarly titled measures differently, which may reduce their usefulness as comparative measures.

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Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 2022 2021
(in thousands)
Technology segment net sales $611,774 $476,975 $1,532,037 $1,313,634
Costs incurred related to sales of third-party<br><br> <br>maintenance, software assurance and<br><br> <br>subscription / SaaS licenses, and services 276,847 208,056 824,289 668,528
Adjusted gross billings $888,621 $685,031 $2,356,326 $1,982,162
Three Months Ended December 31, Nine Months Ended December 31,
--- --- --- --- ---
2022 2021 2022 2021
(in thousands)
Consolidated
Net earnings $35,694 $26,424 $86,502 $81,355
Provision for income taxes 13,671 9.486 34,134 31,108
Depreciation and amortization [1] 3,609 3,597 10,387 11,376
Share based compensation 1,950 1,780 5,681 5,355
Interest and financing costs 1,308 335 2,117 693
Other (income) expense [2] (2,907) 175 3,112 377
Adjusted EBITDA $53,325 $41,797 $141,933 $130,264
Three Months Ended December 31, Nine Months Ended December 31,
--- --- --- --- ---
2022 2021 2022
(in thousands)
Technology Segment
Operating income $41,090 $27,166 102,212 $82,640
Depreciation and amortization [1] 3,582 3,569 10,304 11,292
Share based compensation 1,889 1,724 5,502 5,186
Interest and financing costs 1,308 335 2,117 693
Adjusted EBITDA $47,869 $32,794 120,135 $99,811

All values are in US Dollars.

Financing Segment
Operating income $5,368 $8,919 $21,536 $30,200
Depreciation and amortization [1] 27 28 83 84
Share based compensation 61 56 179 169
Adjusted EBITDA $5,456 $9,003 $21,798 $30,453

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Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 2022 2021
(in thousands)
GAAP: Earnings before taxes $49,365 $35,910 $120,636 $112,463
Share based compensation 1,950 1,780 5,681 5,355
Acquisition related amortization expense [3] 2,505 2,497 7,182 7,854
Other (income) expense [2] (2,907) 175 3,112 377
Non-GAAP: Earnings before taxes 50,913 40,362 136,611 126,049
GAAP: Provision for income taxes 13,671 9,486 34,134 31,108
Share based compensation 544 470 1,624 1,494
Acquisition related amortization expense [3] 693 649 2,030 2,156
Other (income) expense [2] (811) 46 933 104
Tax benefit on restricted stock 102 - 267 317
Non-GAAP: Provision for income taxes 14,199 10,651 38,988 35,179
Non-GAAP: Net earnings $36,714 $29,711 $97,623 $90,870
Three Months Ended December 31, Nine Months Ended December 31,
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2022 2021 2022 2021
GAAP: Net earnings per common share – diluted $1.34 $0.98 $3.24 $3.03
Share based compensation 0.05 0.05 0.15 0.14
Acquisition related amortization expense [3] 0.07 0.07 0.20 0.21
Other (income) expense [2] (0.08) - 0.08 0.01
Tax benefit on restricted stock - - (0.01) (0.01)
Total non-GAAP adjustments – net of tax 0.04 0.12 0.42 0.35
Non-GAAP: Net earnings per common share – diluted $1.38 $1.10 $3.66 $3.38
[1] Amount consists of depreciation and amortization for assets used internally.
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[2] Legal settlement, interest income and foreign currency transaction gains and losses.
[3] Amount consists of amortization of intangible assets from acquired businesses.

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