Eplus Inc 10-Q for FY2022 Q3
Eplus Inc (PLUS)
10-Q
2022-02-04
For: 2021-12-31
View Original
Added on
April 12, 2026
About this 10-Q
Eplus Inc filed this 10-Q on February 4, 2022, covering the quarter ended December 31, 2021 (FY2022 Q3).
Headline figures
Quarter ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $494.83M
- up 15.7% from $427.6M a year earlier
- Net income
- $26.42M
- up 22.1% from net income of $21.64M a year earlier
- Diluted EPS
- $0.98
- up 21.0% from $0.81 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2021
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from____ to ____.
Commission file number: 1-34167
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (703 ) 984-8400
Securities registered pursuant to Section 12(b) of the Act:
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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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
The number of shares of common stock outstanding as of February 1, 2022, was 26,887,216 .
ePlus inc. AND SUBSIDIARIES
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Part I. Financial Information:
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Item 1.
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Financial Statements
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5
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6
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7
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8
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10
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11
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Item 2.
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27
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Item 3.
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44
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Item 4.
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45
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Part II. Other Information:
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Item 1.
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46
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Item 1A.
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46
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Item 2.
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46
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Item 3.
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47
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Item 4.
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47
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Item 5.
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47
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Item 6.
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48
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49
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CAUTIONARY LANGUAGE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to
be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or “Exchange Act,” and are made in reliance upon the protections
provided by such acts for forward-looking statements. Such statements are not based on historical fact but are based upon numerous assumptions about future conditions that may not occur. Forward-looking statements are generally identifiable
by use of forward-looking words such as “may,” “should,” “would,” “intend,” “estimate,” “will,” “potential,” “possible,” “could,” “believe,” “expect,” “intend,” “plan,” “anticipate,” “project,” and similar expressions. Readers are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Forward-looking statements are made based upon information that is currently available or
management’s current expectations and beliefs concerning future developments and their potential effects upon us, speak only as of the date hereof, and are subject to certain risks and uncertainties. We do not undertake any obligation to publicly
update or correct any forward-looking statements to reflect events or circumstances that subsequently occur, or of which we hereafter become aware. Actual events, transactions and results may materially differ from the anticipated events,
transactions, or results described in such statements. Our ability to consummate such transactions and achieve such events or results is subject to certain risks and uncertainties. Such risks and uncertainties include, but are not limited to, the
matters set forth below:
| • |
the duration and ongoing impact of the novel coronavirus (“COVID-19”) pandemic, which could materially adversely affect our financial condition and results of operations and has
resulted in governmental authorities imposing numerous unprecedented measures and court opinions concerning the legality thereof, to contain the virus that has impacted and may further impact our workforce and operations, the operations of
our customers, and those of our respective vendors, suppliers, and partners;
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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, interest
rates, and pressure on prices;
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significant adverse changes in, reductions in, or loss of our largest volume customer or one or more of our large volume customers, or vendors;
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the creditworthiness of our customers and our ability to reserve adequately for credit losses;
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loss of our credit facility or credit lines with our vendors may restrict our current and future operations;
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uncertainty regarding the phase out of LIBOR may negatively affect our operating results;
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a possible decrease in the capital spending budgets of our customers or a decrease in purchases from us;
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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;
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reliance on third parties to perform some of our service obligations to our customers;
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| • |
changes in the Information Technology (“IT”) industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service (“IaaS”),
software as a service (“SaaS”) and platform as a service (“PaaS”);
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| • |
our dependency on continued innovations in hardware, software, and services offerings by our vendors and our ability to partner with them;
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availability of products from our vendors;
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significant and rapid inflation may cause price and wage increases, as well as increases in operating costs which may impact the arrangements that have pricing commitments over the
term of the agreement.
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future growth rates in our core businesses;
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reduction of vendor incentives provided to us;
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rising interest rates or the loss of key lenders or the constricting of credit markets;
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the possibility of goodwill impairment charges in the future;
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maintaining and increasing advanced professional services by recruiting and retaining highly skilled, competent personnel, and vendor certifications;
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adapting to meet changes in markets and competitive developments;
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increasing the total number of customers using integrated solutions by up-selling within our customer base and gaining new customers;
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our ability to secure our own and our customers’ electronic and other confidential information, and remain secure during a cyber-security attack;
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managing a diverse product set of solutions in highly competitive markets with a number of key vendors;
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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;
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performing professional and managed services competently;
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our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration, and other key strategies;
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changes to or loss of members of our senior management team and/or failure to successfully implement succession plans;
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exposure to changes in, interpretations of, or enforcement trends in legislation and regulatory matters;
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domestic and international economic regulations uncertainty (e.g., tariffs, and trade agreements);
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our contracts may not be adequate to protect us, and we are subject to audit which we may not pass, and our professional and liability insurance policies coverage may be insufficient
to cover a claim;
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failure to comply with public sector contracts, or applicable laws or regulations;
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our dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel;
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maintaining our proprietary software and updating our technology infrastructure to remain competitive in the marketplace;
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disruptions or a security breach in our or our vendors’ IT systems and data and audio communication networks;
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our ability to realize our investment in leased equipment;
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our ability to successfully perform due diligence and integrate acquired businesses;
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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.
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We cannot be certain that our business strategy will be successful or that we will successfully address these and other challenges, risks, and uncertainties. For a further
list and description of various risks, relevant factors, and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see Item 1A, “Risk Factors” and Item 2,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained elsewhere in this report, as well as other reports that we file with the Securities and Exchange Commission (“SEC”).
PART I. FINANCIAL INFORMATION
| Item 1. |
Financial Statements
|
e
Plus inc. AND SUBSIDIARIES
(in thousands, except per share amounts)
|
December 31, 2021
|
March 31, 2021
|
|||||||
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ASSETS
|
||||||||
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Current assets:
|
||||||||
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Cash and cash equivalents
|
$
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|
$
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||||
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Accounts receivable—trade, net
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Accounts receivable—other, net
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||||||
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Inventories
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||||||
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Financing receivables—net, current
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Deferred costs
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Other current assets
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||||||
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Total current assets
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||||||
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Financing receivables and operating leases—net
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Deferred tax asset—net
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Property, equipment and other assets
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||||||
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Goodwill
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Other intangible assets—net
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||||||
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TOTAL ASSETS
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$
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$
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||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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LIABILITIES
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||||||||
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Current liabilities:
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||||||||
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Accounts payable
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$
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$
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||||
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Accounts payable—floor plan
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Salaries and commissions payable
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Deferred revenue
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Recourse notes payable—current
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Non-recourse notes payable—current
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Other current liabilities
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Total current liabilities
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Recourse notes payable - long-term
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Non-recourse notes payable - long-term
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Other liabilities
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TOTAL LIABILITIES
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COMMITMENTS AND CONTINGENCIES (Note 9)
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STOCKHOLDERS’ EQUITY
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Preferred stock, $
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Common stock, $
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Additional paid-in capital
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Treasury stock, at cost,
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(
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)
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(
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)
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Retained earnings
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Accumulated other comprehensive income—foreign currency translation adjustment
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Total Stockholders’ Equity
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||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
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$
|
|
||||
See Notes to Unaudited Consolidated Financial Statements.
ePlus inc. AND SUBSIDIARIES
(in thousands, except per share amounts)
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
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Net sales
|
||||||||||||||||
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Product
|
$
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|
$
|
|
$
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|
$
|
|
||||||||
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Services
|
|
|
|
|
||||||||||||
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Total
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|
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||||||||||||
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Cost of sales
|
||||||||||||||||
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Product
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||||||||||||
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Services
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||||||||||||
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Total
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|
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||||||||||||
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Gross profit
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||||||||||||
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Selling, general, and administrative
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Depreciation and amortization
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||||||||||||
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Interest and financing costs
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||||||||||||
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Operating expenses
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||||||||||||
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Operating income
|
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|
||||||||||||
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Other income (expense)
|
(
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)
|
|
(
|
)
|
|
||||||||||
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Earnings before tax
|
|
|
|
|
||||||||||||
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Provision for income taxes
|
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|
||||||||||||
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Net earnings
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Net earnings per common share—basic
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Net earnings per common share—diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Weighted average common shares outstanding—basic
|
|
|
|
|
||||||||||||
|
Weighted average common shares outstanding—diluted
|
|
|
|
|
||||||||||||
See Notes to Unaudited Consolidated Financial Statements.
ePlus inc. AND SUBSIDIARIES
(in thousands)
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
NET EARNINGS
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||||||||||
|
Foreign currency translation adjustments
|
|
|
(
|
)
|
|
|||||||||||
|
Other comprehensive income (loss)
|
|
|
(
|
)
|
|
|||||||||||
|
TOTAL COMPREHENSIVE INCOME
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
See Notes to Unaudited Consolidated Financial Statements.
ePlus inc. AND SUBSIDIARIES
(in thousands)
|
Nine Months Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net earnings
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
||||||||
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Depreciation and amortization
|
|
|
||||||
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Provision for credit losses
|
|
|
||||||
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Share-based compensation expense
|
|
|
||||||
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Deferred taxes
|
(
|
)
|
|
|||||
|
Payments from lessees directly to lenders—operating leases
|
(
|
)
|
(
|
)
|
||||
|
Gain on disposal of property, equipment, and operaing lease equipment
|
(
|
)
|
(
|
)
|
||||
|
Changes in:
|
||||||||
|
Accounts receivable
|
(
|
)
|
(
|
)
|
||||
|
Inventories-net
|
(
|
)
|
(
|
)
|
||||
|
Financing receivables—net
|
(
|
)
|
(
|
)
|
||||
|
Deferred costs and other assets
|
(
|
)
|
(
|
)
|
||||
|
Accounts payable-trade
|
|
|
||||||
|
Salaries and commissions payable, deferred revenue, and other liabilities
|
|
|
||||||
|
Net cash provided by (used in) operating activities
|
(
|
)
|
|
|||||
|
Cash flows from investing activities:
|
||||||||
|
Proceeds from sale of property, equipment, and operating lease equipment
|
|
|
||||||
|
Purchases of property, equipment and operating lease equipment
|
(
|
)
|
(
|
)
|
||||
|
Cash used in acquisitions, net of cash acquired
|
( |
) | ||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Borrowings of non-recourse and recourse notes payable
|
|
|
||||||
|
Repayments of non-recourse and recourse notes payable
|
(
|
)
|
(
|
)
|
||||
|
Repurchase of common stock
|
(
|
)
|
(
|
)
|
||||
|
Repayments of financing of acquisitions
|
|
(
|
)
|
|||||
|
Net borrowings on floor plan facility
|
|
|
||||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Effect of exchange rate changes on cash
|
(
|
)
|
(
|
)
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
(
|
)
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
||||
See Notes to Unaudited Consolidated Financial Statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(in thousands)
|
Nine Months Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Supplemental disclosures of cash flow
information:
|
||||||||
|
Cash paid for interest
|
$
|
|
$
|
|
||||
|
Cash paid for income taxes
|
$
|
|
$
|
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
|
$
|
|
||||
|
Schedule of non-cash investing and
financing activities:
|
||||||||
|
Proceeds from sale of property, equipment, and leased equipment
|
$
|
|
$
|
|
||||
|
Purchases of property, equipment, and operating lease equipment
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Borrowing of non-recourse and recourse notes payable
|
$
|
|
$
|
|
||||
|
Repayments of non-recourse and recourse notes payable
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Vesting of share-based compensation
|
$
|
|
$
|
|
||||
|
New operating lease assets obtained in exchange for lease obligations
|
$
|
|
$
|
|
||||
See Notes to Unaudited Consolidated Financial Statements.
ePlus inc. AND SUBSIDIARIES
(in thousands)
|
Nine Months Ended December 31, 2021
|
||||||||||||||||||||||||||||
|
Common Stock
|
Additional
Paid-In
|
Treasury
|
Retained
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||
|
Shares
|
Par Value
|
Capital
|
Stock
|
Earnings
|
Income
|
Total
|
||||||||||||||||||||||
|
Balance, March 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Repurchase of common stock
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||
|
Net earnings
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance, June 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Repurchase of common stock
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||
|
Net earnings
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Balance, September 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
| Issuance of restricted stock awards | ( |
) | ||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||
| Repurchase of common stock | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
|
Stock split effected in the form of a dividend
|
- | ( |
) | |||||||||||||||||||||||||
| Retirement of treasury stock | - | ( |
) | ( |
) | |||||||||||||||||||||||
| Net earnings | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
|
|
Nine Months Ended December 31, 2020
|
|||||||||||||||||||||||||||
|
Common Stock
|
Additional
Paid-In
|
Treasury
|
Retained
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||
|
|
Shares
|
Par Value
|
Capital
|
Stock
|
Earnings
|
Income
|
Total
|
|||||||||||||||||||||
|
Balance, March 31, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Repurchase of common stock
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||
|
Net earnings
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance, June 30, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Repurchase of common stock
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||
|
Net earnings
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance, September 30, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
| Issuance of restricted stock awards | ||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||
| Repurchase of common stock | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Net earnings | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements.
|
1.
|
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
DESCRIPTION OF BUSINESS — Our company was founded in 1990 and is a Delaware corporation. ePlus inc. is sometimes referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” or “ePlus.” ePlus inc. is a holding company that through its subsidiaries provides information technology solutions
that enable organizations to optimize their IT environment and supply chain processes. We also provide consulting, professional and managed services and complete lifecycle management services including flexible financing solutions. We focus on
selling to medium and large enterprises in North America, the United Kingdom (“UK”), and other European countries.
BASIS OF PRESENTATION — The unaudited consolidated financial statements include the accounts of ePlus inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accounts of businesses
acquired are included in the unaudited consolidated financial statements from the dates of acquisition.
INTERIM FINANCIAL STATEMENTS — The unaudited consolidated financial statements for the nine months ended December 31, 2021, and 2020, were prepared by us and include all
normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of our financial position, results of operations, changes in comprehensive income, and cash flows for such periods. Operating results for the
nine months ended December 31, 2021, and 2020, are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ended March 31, 2022, or any other future period. These unaudited consolidated
financial statements do not include all disclosures required by the accounting principles generally accepted in the United States (“US GAAP”) for annual financial statements. Our audited consolidated financial statements are contained in our annual
report on Form 10-K for the year ended March 31, 2021 (“2021 Annual Report”), which should be read in conjunction with these interim consolidated financial statements.
USE OF ESTIMATES — The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting periods. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual values, vendor consideration, lease classification, goodwill and intangible assets, allowance for
credit losses, inventory obsolescence, and the recognition and measurement of income tax assets and other provisions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances. Actual results may differ from these estimates.
CONCENTRATIONS OF RISK — A substantial portion of our sales are products from Cisco Systems, which were 38 % and 32 % of our technology segment’s net sales for the three months ended
December 31, 2021, and 2020, respectively, and 40 % and 37 % of our technology segment’s net sales for the nine months ended December 31, 2021, and 2020, respectively.
SIGNIFICANT ACCOUNTING POLICIES — The significant accounting policies used in preparing these Consolidated
Financial Statements were applied on a basis consistent with those reflected in our Consolidated Financial Statements for the year ended March 31, 2021.
STOCK
SPLIT — On December 13, 2021, we completed a two -for-one stock split in the form of a stock dividend. References made to outstanding
shares or per share amounts in the accompanying financial statements and disclosures have been retroactively adjusted for this stock split.
| 2. |
REVENUES
|
CONTRACT BALANCES
Accounts receivable – trade consists entirely of amounts due from contracts with customers. In addition, we
had $62.7 million and $54.6 million of receivables from contracts with customers included within financing
receivables as of December 31, 2021, and March 31, 2021, respectively. The following table provides the
balance of contract liabilities from contracts with customers (in thousands):
|
December 31, 2021
|
March 31, 2021
|
|||||||
|
Current (included in deferred revenue)
|
$
|
|
$
|
|
||||
|
Non-current (included in other liabilities)
|
$
|
|
$
|
|
||||
Revenue recognized from the beginning contract liability balance was $11.7
million and $47.9 million for the three and nine months ended December 31, 2021, respectively, and $9.6 million and $36.5 million for the three
and nine months ended December 31, 2020, respectively.
PERFORMANCE OBLIGATIONS
The following table includes revenue expected to be recognized in the future related to performance
obligations, primarily non-cancelable contracts for ePlus managed services, that are
unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):
|
|
$
|
|
||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
Total remaining performance obligations
|
$
|
|
The table does not include the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts where
we recognize revenue at the amount that we have the right to invoice for services performed.
| 3. |
FINANCING RECEIVABLES AND OPERATING LEASES
|
Our financing receivables and operating leases consist primarily of leases of IT and communication
equipment and notes receivable from financing customer purchases of third-party software, maintenance, and services. Our leases often include elections for the lessee to
purchase the underlying asset at the end of the lease term. Often, our leases provide the lessee a bargain purchase option.
The following table provides the profit recognized for sales-type leases at their commencement date, including modifications that
are recognized on a net basis, for the three and nine months ended December 31, 2021, and 2020 (in thousands):
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Net sales
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Cost of sales
|
|
|
|
|
||||||||||||
|
Gross profit
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table provides interest income in aggregate on our sales-type leases and lease income on our operating leases for the three and nine months ended December
31, 2021, and 2020 (in thousands):
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Interest income on sales-type leases
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Lease income on operating leases
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
FINANCING RECEIVABLES—NET
The following tables provide a disaggregation of our financing receivables – net (in thousands):
|
December 31,
2021
|
Notes
Receivable
|
Lease
Receivables
|
Financing
Receivables
|
|||||||||
|
Gross receivables
|
$
|
|
$
|
|
$
|
|
||||||
|
Unguaranteed residual value (1)
|
|
|
|
|||||||||
|
Initial direct costs, net of amortization
|
|
|
|
|||||||||
|
Unearned income
|
|
(
|
)
|
(
|
)
|
|||||||
|
Allowance for credit losses (2)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Reported as:
|
||||||||||||
|
Current
|
$
|
|
$
|
|
$
|
|
||||||
|
Long-term
|
|
|
|
|||||||||
|
Total, net
|
$
|
|
$
|
|
$
|
|
||||||
| (1) |
|
| (2) |
|
|
March 31,
2021
|
Notes
Receivable
|
Lease
Receivables
|
Financing
Receivables
|
|||||||||
|
Gross receivables
|
$
|
|
$
|
|
$
|
|
||||||
|
Unguaranteed residual value (1)
|
|
|
|
|||||||||
|
Initial direct costs, net of amortization
|
|
|
|
|||||||||
|
Unearned income
|
|
(
|
)
|
(
|
)
|
|||||||
|
Allowance for credit losses (2)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Reported as:
|
||||||||||||
|
Current
|
$
|
|
$
|
|
$
|
|
||||||
|
Long-term
|
|
|
|
|||||||||
|
Total, net
|
$
|
|
$
|
|
$
|
|
||||||
| (1) |
|
| (2) |
|
OPERATING LEASES—NET
Operating leases—net represents leases that do not qualify as sales-type leases. The components of the operating leases—net are as follows (in thousands):
|
December 31,
2021
|
March 31,
2021
|
|||||||
|
Cost of equipment under operating leases
|
$
|
|
$
|
|
||||
|
Accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
|
Investment in operating lease equipment—net (1)
|
$
|
|
$
|
|
||||
| (1) |
|
TRANSFERS OF FINANCIAL ASSETS
We enter into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements, which are accounted for as sales or
secured borrowings.
For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable. As of December 31, 2021, and
March 31, 2021, we had financing receivables of $33.3 million and $60.5 million, respectively, and operating leases of $8.6
million and $3.3 million, respectively, which were collateral for non-recourse notes payable. See Note 8, ‘‘Credit Facility and Notes
Payable.’’
For transfers accounted for as sales, we derecognize the carrying value of the asset transferred plus any liability and recognize a net gain or loss on the sale, which
are presented within net sales in the consolidated statement of operations. During the three months ended December 31, 2021, and 2020, we recognized net gains of $2.3 million and $3.0 million, respectively, and total proceeds from these sales were $63.5 million and $67.5 million,
respectively. For the year to date periods ended December 31, 2021, and 2020, we recognized net gains of $15.6 million and $10.1 million, respectively, and total proceeds from these sales were $753.9 million and $259.2 million, respectively.
When we retain servicing obligations in transfers accounted for as sales, we allocate a portion of the proceeds to deferred revenue, which is recognized as we perform
the services. As of December 31, 2021, and March 31, 2021, we had deferred revenue of $0.5 million and $0.3 million, respectively, for servicing obligations.
In a limited number of transfers accounted for as sales, we indemnified the assignee if the lessee elects
to early terminate the lease. As of December 31, 2021, and March 31, 2021, the total potential payments that could result from these indemnities is immaterial.
| 4. |
LESSEE ACCOUNTING
|
We lease office space for periods up to six years . We
recognize our right-of-use assets as part of property, equipment, and other assets. We recognize the current and long-term portions of our lease liability as part of other current liabilities and other liabilities, respectively. We recognized rent
expense as part of selling, general and administrative expenses. We recognized rent expense of $1.4 million and $1.5 million for the three months ended December 31, 2021, and 2020, respectively. We recognized rent expense of $4.0 million and $4.6 million for the nine months ended December 31,
2021, and 2020, respectively.
| 5. |
GOODWILL AND OTHER INTANGIBLE ASSETS
|
GOODWILL
The following table summarizes the changes in the carrying amount of goodwill for the nine months ended
December 31, 2021 (in thousands):
|
Nine months ended December 31, 2021
|
||||||||||||
|
Goodwill
|
Accumulated
Impairment
Loss
|
Net
Carrying
Amount
|
||||||||||
|
Beginning balance
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Foreign currency translations
|
(
|
)
|
-
|
(
|
)
|
|||||||
|
Ending balance
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Goodwill represents the premium paid over the fair value of the net tangible and intangible assets that are
individually identified and separately recognized in business combinations. Our entire balance as of December 31, 2021, relates to our technology segment, which we also determined to be one reporting unit. The change in our goodwill balance during the nine months ended December 31, 2021, is due
solely to foreign currency translation.
We test goodwill for impairment on an annual basis, as of the first day of our third fiscal quarter, and between annual tests if an event occurs, or circumstances change,
that would more likely than not reduce the fair value of a reporting unit below its carrying value. In our annual test as of October 1, 2021, we performed a qualitative assessment of goodwill and concluded that, more likely than not, the fair value
of our technology reporting unit continued to substantially exceed its carrying value.
OTHER INTANGIBLE ASSETS
Our other intangible assets consist of the following on December
31, 2021, and March 31, 2021 (in thousands):
|
December 31, 2021
|
March 31, 2021
|
|||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
|||||||||||||||||||
|
Customer relationships & other intangibles
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Capitalized software development
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Total
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Customer relationships and other intangibles are generally amortized between 5 to 10 years. Capitalized software development is generally amortized over 5 years.
Total amortization expense for customer relationships and other intangible assets was $2.8 million and $2.3 million for the three months ended December 31, 2021, and December 31, 2020,
respectively, and $8.8 million and $7.3
million for the nine months ended December 31, 2021, and December 31, 2020, respectively.
| 6. |
ALLOWANCE FOR CREDIT LOSSES
|
The following table provides the activity in our allowance for credit losses for the nine months ended December 31, 2021, and 2020 (in thousands):
|
Accounts
Receivable
|
Notes
Receivable
|
Lease
Receivables
|
Total
|
|||||||||||||
|
Balance April 1, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Provision for credit losses
|
|
|
(
|
)
|
|
|||||||||||
|
Write-offs and other
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance December 31,
2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Accounts
Receivable
|
Notes
Receivable
|
Lease
Receivables
|
Total
|
|||||||||||||
|
Balance April 1, 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Provision for credit losses
|
|
|
|
|
||||||||||||
|
Write-offs and other
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance December 31,
2020
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
We evaluate our customers using an
internally assigned credit quality rating “CQR”. The CQR categories of our financing receivables are:
|
•
|
High CQR: This rating includes accounts with excellent to good business credit, asset quality and
capacity to meet financial obligations. Loss rates in this category are generally less than
|
|
•
|
Average CQR: This rating includes accounts with average credit risk that are more susceptible to
loss in the event of adverse business or economic conditions. Loss rates in this category are generally in the range of
|
|
•
|
Low CQR: This rating includes accounts that have marginal credit risk such that the customer’s
ability to make repayment is impaired or may likely become impaired. The loss rates in this category in the normal course are generally in the range of
|
The following table provides the amortized cost basis of our financing receivables by CQR and by credit origination year as of December 31, 2021 (in thousands):
|
Amortized cost basis by origination year ending March 31,
|
||||||||||||||||||||||||||||||||||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
2017
|
Total
|
Transfers
(2)
|
Net credit
exposure
|
||||||||||||||||||||||||||||
|
Notes receivable:
|
||||||||||||||||||||||||||||||||||||
|
High CQR
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||
|
Average CQR
|
|
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||||||
|
Low CQR
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||
|
Lease receivables:
|
||||||||||||||||||||||||||||||||||||
|
High CQR
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||
|
Average CQR
|
|
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||||||
|
Low CQR
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||
|
Total amortized cost (1)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||
| (1) |
|
| (2) |
|
The following table provides the amortized cost basis of our financing receivables by CQR and by credit origination year as of March 31, 2021 (in thousands):
|
Amortized cost basis by origination year ending March 31,
|
||||||||||||||||||||||||||||||||
|
2021
|
2020
|
2019
|
2018
|
2017
|
Total
|
Transfers
(2)
|
Net credit
exposure
|
|||||||||||||||||||||||||
|
Notes receivable:
|
||||||||||||||||||||||||||||||||
|
High CQR
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
Average CQR
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
|
Low CQR
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
Lease receivables:
|
||||||||||||||||||||||||||||||||
|
High CQR
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
Average CQR
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
|
Low CQR
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
Total amortized cost (1)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
| (1) |
|
| (2) |
|
The following table provides an aging analysis of our financing receivables as of December 31, 2021 (in thousands):
|
31-60
Days Past
Due
|
61-90
Days Past
Due
|
> 90
Days Past
Due
|
Total
Past Due
|
Current
|
Total
Billed
|
Unbilled
|
Amortized
Cost
|
|||||||||||||||||||||||||
|
Notes receivable
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
Lease receivables
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
The following table provides an aging analysis of our financing receivables as of March 31, 2021 (in thousands):
|
31-60
Days Past
Due
|
61-90
Days Past
Due
|
> 90
Days Past
Due
|
Total
Past Due
|
Current
|
Total
Billed
|
Unbilled
|
Amortized
Cost
|
|||||||||||||||||||||||||
|
Notes receivable
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
Lease receivables
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Our financial assets on nonaccrual status were not significant as of December 31, 2021, and March 31, 2021.
| 7. |
PROPERTY, EQUIPMENT, OTHER ASSETS AND LIABILITIES
|
Our property, equipment, other assets and liabilities consist of the following (in thousands):
|
December 31,
2021
|
March 31,
2021
|
|||||||
|
Other current assets:
|
||||||||
|
Deposits & funds held in escrow
|
$
|
|
$
|
|
||||
|
Prepaid assets
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
|
||||||||
|
Property and equipment, net
|
$
|
|
$
|
|
||||
|
Deferred costs - non-current
|
|
|
||||||
|
Right-of-use assets
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
:
|
||||||||
|
Accrued expenses
|
$
|
|
$
|
|
||||
|
Accrued income taxes payable
|
|
|
||||||
|
Short-term lease liability
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
:
|
||||||||
|
Deferred revenue - non-current
|
$
|
|
$
|
|
||||
|
Long-term lease liability
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
In the above table, deposits and funds held in escrow relate to financial assets that were sold to
third-party banks. In conjunction with those sales, a portion of the proceeds was placed in escrow and will be released to us upon payment of outstanding invoices related to the underlying financing arrangements that were sold.
| 8. |
CREDIT FACILITY AND NOTES PAYABLE
|
CREDIT FACILITY
We finance the operations of our subsidiaries
ePlus Technology, inc., ePlus Technology Services, inc., and SLAIT Consulting, LLC (collectively, the “Borrowers”) in our technology segment through a credit facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”). The WFCDF credit
facility has a floor plan facility and a revolving credit facility.
Under the floor plan facility, we had an outstanding balance of $157.7 million and $98.7 million as of December 31, 2021, and March 31, 2021, respectively. On our balance sheet, our liability under the floor plan facility is presented
as accounts payable – floor plan.
Under the revolving credit facility, we had $44.0
million outstanding as of December 31, 2021, and no balance outstanding as of March 31, 2021. On our balance sheet, our liability under
the revolving credit facility is presented as part of recourse notes payable – current.
The
fair value of the outstanding balances under the WFCDF credit facility were approximately equal to their carrying value as of December 31, 2021, and March 31, 2021.
On
October 13, 2021, the Borrowers amended, restated, and replaced in entirety their then-existing credit agreements with WFCDF. The new credit facility is established by a syndicate of banks for which WFCDF acts as administrative agent and
consists of a discretionary senior secured floorplan facility in favor of the Borrowers in the aggregate principal amount of up to $375
million, an increase from $275 million, together with a sublimit for a revolving credit facility for up to $100 million (collectively, the “2021 Credit Facility”).
The amount of
principal available is subject to a borrowing base determined by, among other things, the Borrowers’ accounts receivable and inventory, each pursuant to a formula and subject to certain reserves. Loans accrue interest at a rate per annum equal
to LIBOR plus 1.75 %. The LIBOR rate is based upon one-month, three-month, six-month and 12-month LIBOR periods, as selected by the Borrowers, and subject to a floor of 0.00 %.
Our borrowings under the 2021 Credit Facility are secured by the assets of the Borrowers. Additionally, the 2021 Credit Facility requires a
guaranty of $10.5 million by ePlus inc.
Under the 2021 Credit Facility, and under the predecessor WFCDF credit facility, the Borrowers are restricted in their ability to pay dividends to ePlus inc. unless their available borrowing meets or met certain thresholds. As of December 31, 2021, and March 31, 2021, their available borrowing met the
thresholds such that there were no restrictions on their ability to pay dividends.
The 2021 Credit Facility has an initial one-year
term, which automatically renews for successive one-year terms thereafter. However, either the Borrowers or WFCDF may terminate by
providing a written termination notice to the other party no less than 90 days prior to such termination.
RECOURSE NOTES PAYABLE
Recourse notes payable consist of borrowings that, in the event of default, the lender has recourse against us. As of December 31, 2021, we had $58.8 million in recourse borrowings consisting of $44.0 million
outstanding under our revolving WFCDF credit facility, and $14.8 million arising from one installment payment arrangement within our
technology segment. Our payments under this installment agreement are due quarterly in amounts that are correlated to the payments due to us from a customer under a related notes receivable. We discounted our payments due under this installment
agreement to calculate our payable balance using an interest rate of 3.50
NON-RECOURSE NOTES PAYABLE
Non-recourse notes payable
consists of borrowings that, in the event of a default by a customer, the lender generally only has recourse against the customer, and the assets serving as collateral, but not against us. As of December 31, 2021, and March 31, 2021, we had $43.6 million and $56.1 million,
respectively, of non-recourse borrowings that were collateralized by investments in notes and leases. Principal and interest payments are generally due in amounts that are approximately equal to the total payments due from the customer under the
leases or notes receivable that collateralize the notes payable. The weighted average interest rate for our non-recourse notes payable was 3.68 %
and 3.35 %, as of December 31, 2021, and March 31, 2021, respectively.
| 9. |
COMMITMENTS AND CONTINGENCIES
|
LEGAL PROCEEDINGS
We are subject to various legal proceedings, as well as demands, claims and threatened litigation, that
arise in the normal course of our business and have not been fully resolved. The ultimate outcome of any litigation or any other legal dispute is uncertain. When a loss related to a legal proceeding or claim is probable and reasonably estimable,
we accrue our best estimate for the ultimate resolution of the matter. If one or more legal matters are resolved against us in a reporting period for amounts above management’s expectations, our financial condition and operating results for that
period could be adversely affected. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period
incurred. We cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the us in the future, and these matters could relate to prior, current or future transactions or events.
| 10. |
EARNINGS PER SHARE
|
Basic earnings per share is calculated by dividing net earnings available to common shareholders by the basic weighted average number of shares of common stock outstanding
during each period. Diluted earnings per share is calculated by dividing net earnings available to common shareholders by the basic weighted average number of shares of common stock outstanding plus common stock equivalents during each period.
The following table provides a
reconciliation of the numerators and denominators used to calculate basic and diluted net income per common share as disclosed on our unaudited consolidated statements of operations for the three and nine months ended December 31, 2021, and 2020,
respectively (in thousands, except per share data). The numbers of shares and per share amounts for the prior periods presented in the table have been retroactively restated to reflect the stock split. See Note 1 “Organization and Summary of
Significant Accounting Policies” and Note 11 “Stockholders’ Equity” in the consolidated financial statements included elsewhere in this report for additional information on the stock split.
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Net earnings attributable to common shareholders - basic and diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Basic and diluted common shares outstanding:
|
||||||||||||||||
|
Weighted average common shares outstanding — basic
|
|
|
|
|
||||||||||||
|
Effect of dilutive shares
|
|
|
|
|
||||||||||||
|
Weighted average shares common outstanding — diluted
|
|
|
|
|
||||||||||||
|
Earnings per common share - basic
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Earnings per common share - diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| 11. |
STOCKHOLDERS’ EQUITY
|
STOCK SPLIT AND TREASURY
STOCK
On November 9, 2021, our
Board of Directors (“Board”) approved a two -for-one stock split of our common stock in the form of a stock dividend paid on December 13, 2021 , to shareholders of record as of close of business on November 29, 2021 . All share and per share information have been retroactively adjusted to reflect the stock split and the incremental par value of the newly issued shares
was recorded with the offset to additional paid-in capital.
On November 10, 2021, we
retired 2,139,918 shares of treasury stock, adjusted for the stock split, with a carrying value of $82.2 million, which was deducted from common stock, for the par value of the retired shares, and from retained earnings, for the excess of cost over
the par value.
SHARE REPURCHASE PLAN
On March 18,
2021, our board of directors authorized the repurchase of up to 1,000,000 shares of our outstanding common stock, adjusted for the
stock split, over a 12-month period beginning May 28, 2021. On May 20, 2020, our board of directors authorized the repurchase of up to 1,000,000
shares of our outstanding common stock, retroactively restated for the split, over a 12-month period beginning May 28, 2020. Under both authorized programs, purchases may be made from time to time in the open market, or in privately negotiated
transactions, subject to availability. Any repurchased shares will have the status of treasury shares and may be used, when needed, for general corporate purposes.
During the nine months ended December 31, 2021,
we purchased 147,999 shares of our outstanding common stock at a value of $6.9 million under the share repurchase plan; we also purchased 55,430
shares of common stock at a value of $2.6 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted
stock.
During the nine months ended December 31, 2020,
we purchased 118,202 shares of our outstanding common stock at a value of $4.2 million under the share repurchase plan; we also purchased 75,280
shares of common stock at a value of $2.7 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted
stock.
| 12. |
SHARE-BASED COMPENSATION
|
SHARE-BASED PLANS
ePlus’ 2021 Employee Long-Term Incentive Plan (“2021 Employee LTIP”) was
approved by our shareholders on September 16, 2021. The 2021 Employee LTIP is effective October 1, 2021 and replaces the ePlus inc. 2012 Employee Long-Term Incentive Plan (“2012 Employee LTIP”), as approved by our stockholders on September 13,
2012. Beginning September 15, 2021, we permanently ceased issuing any additional shares under the 2012 Employee LTIP.
As of December 31, 2021, we had share-based awards outstanding under the following plans:
(1) the 2017 Non-Employee Director Long-Term Incentive Plan (“2017 Director LTIP”), and (2) the 2012 Employee LTIP.
These share-based plans define fair market value as the closing sales price of a share of common stock as quoted on any established stock exchange for such date or the most
recent trading day preceding such date if there were no trades on such date.
RESTRICTED STOCK ACTIVITY
For the nine months ended December 31, 2021, adjusted for the stock split, we granted 13,562 shares under the 2017 Director LTIP, and 155,722 restricted shares under the 2012 Employee LTIP.
For the nine months ended December 31, 2020, retroactively restated for the stock split, we granted 19,742 shares under the 2017 Director
LTIP, and 179,746 restricted shares under the 2012 Employee LTIP. A summary of our restricted stock activity, reflecting the stock split,
is as follows:
|
Number of
Shares
|
Weighted Average
Grant-date Fair Value
|
|||||||
|
Nonvested April 1, 2021
|
|
$
|
|
|||||
|
Granted
|
|
$
|
|
|||||
|
Vested
|
(
|
)
|
$
|
|
||||
| Forfeited | ( |
) | $ | |||||
|
Nonvested December 31,
2021
|
|
|
|
|||||
Upon each vesting period of the restricted stock awards, employees are subject to minimum tax withholding obligations. Under the 2012 Employee LTIP, we purchased enough
shares due to participants to satisfy the minimum tax withholding requirements on employee stock awards. For the nine months ended December 31, 2021, adjusted for the stock split, we withheld 55,430 shares of common stock at a value of $2.6 million, which was
included in treasury stock and retired on November 10, 2021.
COMPENSATION EXPENSE
We recognize compensation cost for awards of restricted stock with graded vesting on a straight-line basis over the requisite service period. There are no additional
conditions for vesting other than service conditions. Share-based compensation expense for both the three and nine months ended December 31, 2021, and 2020, were $1.8 5.4 10.4 million as of December 31, 2021, which will be fully recognized over the next 30 months.
We also provide our employees with a contributory 401(k) profit sharing plan, to which we may contribute
from time to time at our sole discretion. Employer contributions to the plan are always fully vested. Our estimated contribution expense for the plan for the three months ended December 31, 2021, and 2020, was $0.8 million and $0.9 million, respectively. For the nine months ended December 31, 2021, and 2020, our estimated contribution expense for the plan was $2.6 million and $2.2 million, respectively.
| 13. |
INCOME TAXES
|
Our provision for income tax expense was $9.5
million and $31.1 million for the three and nine months ended December 31, 2021, as compared to $8.4 million and $25.0 million for the same periods in the prior
year. Our effective income tax rate for the three and nine months ended December 31, 2021, was 26.4 % and 27.7 %, compared to 28.1 % and 29.8 % for the three and nine months ended December 31, 2020. The change in our effective income tax rate for the nine months ended December 31, 2021
compared to the same period in the prior year was primarily due to a prior year unfavorable adjustment to the federal benefit from state taxes.
| 14. |
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
The following table summarizes the fair value hierarchy of our financial instruments as of December 31, 2021, and March 31, 2021 (in thousands):
|
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)
|
|||||||||||||
|
December 31, 2021
|
||||||||||||||||
|
Assets:
|
||||||||||||||||
|
Money market funds
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
March 31, 2021
|
||||||||||||||||
|
Assets:
|
||||||||||||||||
|
Money market funds
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
15.
|
BUSINESS COMBINATIONS
|
SYSTEMS MANAGEMENT PLANNING, INC. (“SMP”)
On December 31, 2020, our subsidiary, ePlus Technology, inc., acquired certain
assets and liabilities of SMP, an established provider of technology solutions and services in upstate New York and the Northeast. The acquisition enhances ePlus’
footprint across the region, broadens our technology solution offerings especially in the areas of collaboration and supporting virtual employees, and adds to ePlus’
set of commercial, enterprise and state, local, and education customers.
Our sum of consideration transferred was $27.0 million
consisting of $29.0 million paid in cash at closing less $2.0 million that was paid back to us in our quarter ended March 31, 2021, related to a working capital adjustment. Our allocation of the purchase consideration to the assets acquired and
liabilities assumed is presented below (in thousands):
|
Acquisition
Date Amount
|
||||
|
Accounts receivable
|
$
|
|
||
|
Other assets
|
|
|||
|
Identified intangible assets
|
|
|||
|
Accounts payable and other current liabilities
|
(
|
)
|
||
|
Performance obligations
|
(
|
)
|
||
|
Total identifiable net assets
|
|
|||
|
Goodwill
|
|
|||
|
Total purchase consideration
|
$
|
|
||
The identified intangible assets of $14.3 million consists
of customer relationships with an estimated useful life of seven years . The fair value of acquired receivables equals the gross
contractual amounts receivable. We expect to collect all acquired receivables.
We recognized goodwill related to this transaction of $8.3
million, which was assigned to our technology reporting unit. The goodwill recognized in the acquisition is attributable to the acquired assembled workforce and expected synergies, none of which qualify for recognition as a separate intangible
asset. The total amount of goodwill is expected to be deductible for tax purposes. The amount of revenues and earnings of the acquiree since the acquisition date are not material. Likewise, the impact to the revenue and earnings of the combined
entity for the current reporting period as though the acquisition date had been April 1, 2020, is not material.
| 16. |
SEGMENT REPORTING
|
Our operations are conducted through two operating segments
that are also both reportable segments. Our technology segment includes sales of IT products, third-party software, third-party maintenance, advanced professional and managed services, and our proprietary software to commercial enterprises, state and
local governments, and government contractors. Our financing segment consists of the financing of IT equipment, software, and related services to commercial enterprises, state and local governments, and government contractors. We measure the
performance of the segments based on operating income.
Our reportable segment information for the three-and nine-month periods ended December 31, 2021, and 2020 are summarized in the following table (in thousands):
|
Three Months Ended
|
||||||||||||||||||||||||
|
December 31, 2021
|
December 31, 2020
|
|||||||||||||||||||||||
|
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
|||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||
|
Product
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Service
|
|
|
|
|
|
|
||||||||||||||||||
|
Total
|
|
|
|
|
|
|
||||||||||||||||||
|
Cost of Sales
|
||||||||||||||||||||||||
|
Product
|
|
|
|
|
|
|
||||||||||||||||||
|
Service
|
|
|
|
|
|
|
||||||||||||||||||
|
Total
|
|
|
|
|
|
|
||||||||||||||||||
|
Gross Profit
|
|
|
|
|
|
|
||||||||||||||||||
|
Selling, general, and administrative
|
|
|
|
|
|
|
||||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
||||||||||||||||||
|
Interest and financing costs
|
|
|
|
|
|
|
||||||||||||||||||
|
Operating expenses
|
|
|
|
|
|
|
||||||||||||||||||
|
Operating income
|
|
|
|
|
|
|
||||||||||||||||||
|
Other income (expense)
|
(
|
)
|
|
|||||||||||||||||||||
|
Earnings before tax
|
$
|
|
$
|
|
||||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||
|
Contracts with customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Financing and other
|
|
|
|
|
|
|
||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Selected Financial Data - Statement of Cash Flow
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Purchases of property, equipment and operating lease equipment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Selected Financial Data - Balance Sheet
|
||||||||||||||||||||||||
|
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Nine Months Ended
|
||||||||||||||||||||||||
|
December 31, 2021
|
December 31, 2020
|
|||||||||||||||||||||||
|
Technology
|
Financing
|
Total
|
Technology
|
Financing
|
Total
|
|||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||
|
Product
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Service
|
|
|
|
|
|
|
||||||||||||||||||
|
Total
|
|
|
|
|
|
|
||||||||||||||||||
|
Cost of Sales
|
||||||||||||||||||||||||
|
Product
|
|
|
|
|
|
|
||||||||||||||||||
|
Service
|
|
|
|
|
|
|
||||||||||||||||||
|
Total
|
|
|
|
|
|
|
||||||||||||||||||
|
Gross Profit
|
|
|
|
|
|
|
||||||||||||||||||
|
Selling, general, and administrative
|
|
|
|
|
|
|
||||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
||||||||||||||||||
|
Interest and financing costs
|
|
|
|
|
|
|
||||||||||||||||||
|
Operating expenses
|
|
|
|
|
|
|
||||||||||||||||||
|
Operating income
|
|
|
|
|
|
|
||||||||||||||||||
|
Other income (expense)
|
(
|
)
|
|
|||||||||||||||||||||
|
Earnings before tax
|
$
|
|
$
|
|
||||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||
|
Contracts with customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Financing and other
|
|
|
|
|
|
|
||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Selected Financial Data - Statement of Cash Flow
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Purchases of property, equipment and operating lease equipment
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Selected Financial Data - Balance Sheet
|
||||||||||||||||||||||||
|
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
TECHNOLOGY SEGMENT DISAGGREGATION OF REVENUE
We analyze net sales for our technology segment by customer end market and by vendor, as opposed to discrete product and service categories, which are summarized for the
three and nine month periods ended December 31, 2021, and 2020 in the tables below (in thousands):
|
Three Months Ended December 31,
|
Nine Months Ended December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Customer end market:
|
||||||||||||||||
|
Telecom, Media & Entertainment
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Technology
|
|
|
|
|
||||||||||||
|
State and local government and educational institutions
|
|
|
|
|
||||||||||||
|
Healthcare
|
|
|
|
|
||||||||||||
|
Financial Services
|
|
|
|
|
||||||||||||
|
All others
|
|
|
|
|
||||||||||||
|
Net sales
|
|
|
|
|
||||||||||||
|
Less: Revenue from financing and other
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Revenue from contracts with customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three Months Ended December 31,
|
Nine Months Ended December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Vendor
|
||||||||||||||||
|
Cisco Systems
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Dell / EMC
|
|
|
|
|
||||||||||||
|
Juniper Networks
|
|
|
|
|
||||||||||||
|
HP Inc. & HPE
|
|
|
|
|
||||||||||||
|
Arista Networks
|
|
|
|
|
||||||||||||
|
NetApp
|
|
|
|
|
||||||||||||
|
All others
|
|
|
|
|
||||||||||||
|
Net sales
|
|
|
|
|
||||||||||||
|
Less: Revenue from financing and other
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Revenue from contracts with customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
FINANCING SEGMENT DISAGGREGATION OF REVENUE
We analyze our revenues
within our financing segment based on the nature of the arrangement. Our financing revenue generally consists of portfolio income, transactional gains, and post-contract earnings including month-to-month rents and the sales of off-lease
equipment. All of our revenues from contracts with customers within our financing segment is from the sales of off-lease equipment.
| Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
|
This discussion is intended to further the reader’s understanding of our consolidated financial condition and results of operations. It should be read in conjunction with the
financial statements included in this quarterly report on Form 10-Q and our 2021 Annual Report. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial
Condition and Results of Operations may contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A, “Risk Factors,” in our 2021 Annual Report, as supplemented in subsequently filed reports, and in Part II, Item 1A. “Risk Factors” in this Report.
On December 13, 2021, we completed a two-for-one stock split in the form of a stock dividend. References made to outstanding shares or per share amounts have been retroactively
adjusted for this stock split.
EXECUTIVE OVERVIEW
BUSINESS DESCRIPTION
We are a leading solutions provider that delivers actionable outcomes for organizations by using IT and consulting solutions to drive business agility and innovation. Leveraging our engineering talent, we
assess, plan, deliver, and secure solutions comprised of leading technologies and consumption models aligned with our customers’ needs. Our expertise and experience enable us to craft optimized solutions that take advantage of the cost, scale and
efficiency of private, public and hybrid cloud in an evolving market. We also provide consulting, staffing, professional, managed, IT staff augmentation, and complete lifecycle management services including flexible financing and solutions in the
areas of security, cloud, networking, data center, collaboration and emerging technologies. We have been in the business of selling, leasing, financing, and managing IT and other assets for more than 30 years.
Our primary focus is to deliver integrated solutions that address our customers’ business needs, leveraging the appropriate technologies, both on-premise and in the cloud. Our approach is to lead with
advisory consulting to understand our customers’ needs, and then design, deploy and manage solutions aligned to their objectives. Underpinning the broader areas of Cloud, Security, Networking, Data Center and Collaboration are specific skills in
orchestration and automation, application modernization, DevOps, data management, data visualization, analytics, network modernization, edge compute and other advanced and emerging technologies. These solutions are comprised of class-leading
technologies from partners such as Amazon Web Services, Arista Networks, Check Point, Cisco Systems, Citrix, Commvault, Dell EMC, F5 Networks, Fortinet, Gigamon, HPE, Juniper Networks, Lenovo, Microsoft, NetApp,
Nutanix, NVIDIA, Oracle, Palo Alto Networks, Pure Storage, Rubrik, Splunk, Varonis, and VMware, among many others. We possess top-level engineering certifications with a broad range of leading IT vendors that enable us to offer
multi-vendor IT solutions that are optimized for each of our customers’ specific requirements. Our hosted, proprietary software solutions are focused on giving our customers more control over their IT supply chain, by automating and optimizing the
procurement and management of their owned, leased, and consumption-based assets.
Our scale and financial resources have enabled us to continue investing in engineering and technology resources to stay on the forefront of technology trends. Our expertise in core and emerging
technologies, buttressed by our robust portfolio of consulting, professional, and managed services, has enabled ePlus to remain a trusted advisor for our customers. In addition, we offer a wide range of
consumption options including leasing and financing for technology and other capital assets. We believe our lifecycle approach offering of integrated solutions, services and financing, asset management and our proprietary supply chain software, is
unique in the industry. This broad portfolio enables us to deliver a customized customer experience that spans the continuum from fast delivery of competitively priced products, services, subsequent management and upkeep, through to end-of-life
disposal services. This approach permits ePlus to deploy sophisticated solutions enabling our customers’ business outcomes.
Our go-to-market strategy focuses primarily on diverse end-markets for middle market to large enterprises. We serve customers in markets including telecom, media and entertainment, technology, state and local government and educational institutions (“SLED”), healthcare, and financial services. We sell to customers in the United States (“US”), which accounts for most of our
sales, and to customers in select international markets including the United Kingdom (“UK”), the European Union (“EU”), India, and Singapore. Our technology segment accounts for 96% of our net sales, and 73% of our operating income, while
our financing segment accounts for 4% of our net sales, and 27% of our operating income, for the nine months ended December 31, 2021.
BUSINESS TRENDS
COVID-19 pandemic update: The novel coronavirus (“COVID-19”) pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on global
society, economies, financial markets, and business practices. Federal, state and local governments and public health authorities have required and may in the future require measures to contain the virus, including rules related to vaccine status,
social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, safety-related modifications to workplaces, supply chain logistical changes, and closure of non-essential businesses.
As COVID-19 impacts continue across the country and globe, we have been adjusting our business activities for the safety of our employees and to best serve our customers in this
rapidly evolving environment. Most of our offices are open, with required health and safety protocols in place. However, we have implemented a flexible work from home strategy applicable to all offices and operational continuity plans to provide
sufficient resources to continue supporting our customers, and we will continue to evaluate returning to the office on an ongoing basis. Our configuration centers have remained open with our employees working in them following required health and
safety protocols. In addition, we also have a procedure to review our employees’ business-related travel in accordance with health regulations and guidance. Our managed service teams are distributed across the US with the ability to leverage
technology to provide coverage while working from home. While we and many of our customers and vendor partners have restricted in-person meetings, we are leveraging video and other collaborative tools to continue to be responsive.
Our account relationship teams are actively engaging with our customers to ensure they have the support needed in adjusting to changes in the business environment and government
directives. Also, we are working closely with our vendor partners to address varying impacts on their supply chains, which have been impacted by materials shortages.
We continue to execute against and adjust our business continuity plans to maximize our ability to support our employees and customers in concert with our vendor partners. We have an
internal resource page to support specific customer inquiries from security to collaboration to financing options. We remain committed to driving positive business outcomes.
The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and
scope of the pandemic including the impact of variants; governmental, business, and individuals’ actions in response to the pandemic; the efficacy of vaccines and boosters; the willingness of people to be inoculated; potential vaccine-related
regulations; court rulings; and the impact on economic activity including the possibility of recession, inflation, or financial market instability. These factors may adversely impact business and government spending on technology as well as our
customers’ ability to pay for our products and services on an ongoing basis. This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these
estimates and assumptions. Refer to Part I, Item 1A, “Risk Factors,” in our 2021 Annual Report, as supplemented in subsequently filed reports, and in Part II, Item 1A. “Risk Factors” in this Report.
Supply constraints: A worldwide shortage of certain IT products is resulting from, among other things, shortages in semiconductors and other product components. Like others, we
are experiencing ongoing supply constraints that have affected, and could continue to further affect, lead times for delivery of products, the costs of products, vendor return and cancellation policies, and our ability to meet customer demands. We
continue to work closely with our suppliers to further mitigate disruptions outside our control. Despite these actions, we believe extended lead times will likely persist for at least the next few quarters.
Inflation: For the periods presented herein, inflation has not had a material effect on our results of operations. We have experienced increases in prices from our suppliers as well as
rising wages and interest rates. We generally have been able to pass price increases to our customers. Our labor costs related to services we perform will take longer to pass to customers that have services engagements where prices may be set.
Our financing quotes are generally indexed to market changes to enable us to change rates from time of quote to funding. Financing transactions funded with our cash flows, not debt, are subject to interest rate risk. If the market interest
rate exceeds our internal rate of return, we may not fund the transaction to obtain the proceeds and lock in our profit on the transaction. There can be no assurances, however, that inflation would not have a material impact on our sales,
gross profit or operating costs in the future.
KEY BUSINESS METRICS
Our management monitors several financial and non-financial measures and ratios on a regular basis to track the progress of our business. We believe that the most important of these measures and ratios
include net sales, gross margin, operating income margin, net earnings, net earnings per common share, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross billings, and Non-GAAP Net earnings per share. We use a variety of operating and other
information to evaluate the operating performance of our business, develop financial forecasts, make strategic decisions, and prepare and approve annual budgets.
These key indicators include financial information that is prepared in accordance with US GAAP and presented in our unaudited consolidated financial statements, as well as Non-GAAP
performance measurement tools. Generally, a Non-GAAP financial measure is a numerical measure of a company’s performance or financial position that either excludes or includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with US GAAP. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.
Our key business metrics for the three- and nine-month periods ended December 31, 2021, and 2020 are summarized in the following tables (dollars in thousands):
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
Consolidated
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Net sales
|
$
|
494,834
|
$
|
427,604
|
$
|
1,369,500
|
$
|
1,215,716
|
||||||||
|
|
||||||||||||||||
|
Gross profit
|
$
|
117,117
|
$
|
98,151
|
$
|
345,631
|
$
|
295,670
|
||||||||
|
Gross margin
|
23.7
|
%
|
23.0
|
%
|
25.2
|
%
|
24.3
|
%
|
||||||||
|
Operating income margin
|
7.3
|
%
|
6.8
|
%
|
8.2
|
%
|
6.8
|
%
|
||||||||
|
|
||||||||||||||||
|
Net earnings
|
$
|
26,424
|
$
|
21,638
|
$
|
81,355
|
$
|
58,844
|
||||||||
|
Net earnings margin
|
5.3
|
%
|
5.1
|
%
|
5.9
|
%
|
4.8
|
%
|
||||||||
|
Net earnings per common share - diluted
|
$
|
0.98
|
$
|
0.81
|
$
|
3.03
|
$
|
2.20
|
||||||||
|
|
||||||||||||||||
|
Non-GAAP: Net earnings (1)
|
$
|
29,711
|
$
|
23,929
|
$
|
90,870
|
$
|
66,606
|
||||||||
|
Non-GAAP: Net earnings per common share - diluted (1)
|
$
|
1.10
|
$
|
0.89
|
$
|
3.38
|
$
|
2.48
|
||||||||
|
|
||||||||||||||||
|
Adjusted EBITDA (2)
|
$
|
41,797
|
$
|
34,395
|
$
|
130,264
|
$
|
98,670
|
||||||||
|
Adjusted EBITDA margin
|
8.4
|
%
|
8.0
|
%
|
9.5
|
%
|
8.1
|
%
|
||||||||
|
|
||||||||||||||||
|
Purchases of property and equipment used internally
|
$
|
1,339
|
$
|
959
|
$
|
3,594
|
$
|
4,060
|
||||||||
|
Purchases of equipment under operating leases
|
3,793
|
1
|
17,781
|
167
|
||||||||||||
|
Total capital expenditures
|
$
|
5,132
|
$
|
960
|
$
|
21,375
|
$
|
4,227
|
||||||||
|
Technology Segment
|
||||||||||||||||
|
Net sales
|
$
|
476,975
|
$
|
415,570
|
$
|
1,313,634
|
$
|
1,176,153
|
||||||||
|
Adjusted gross billings (3)
|
$
|
685,031
|
$
|
587,825
|
$
|
1,982,162
|
$
|
1,735,283
|
||||||||
|
|
||||||||||||||||
|
Gross profit
|
$
|
104,483
|
$
|
88,321
|
$
|
304,994
|
$
|
262,359
|
||||||||
|
Gross margin
|
21.9
|
%
|
21.3
|
%
|
23.2
|
%
|
22.3
|
%
|
||||||||
|
|
||||||||||||||||
|
Operating income
|
$
|
27,166
|
$
|
22,829
|
$
|
82,640
|
$
|
61,658
|
||||||||
|
Adjusted EBITDA (2)
|
$
|
32,794
|
$
|
27,876
|
$
|
99,811
|
$
|
77,312
|
||||||||
|
Financing Segment
|
||||||||||||||||
|
Net sales
|
$
|
17,859
|
$
|
12,034
|
$
|
55,866
|
$
|
39,563
|
||||||||
|
|
||||||||||||||||
|
Gross profit
|
$
|
12,634
|
$
|
9,830
|
$
|
40,637
|
$
|
33,311
|
||||||||
|
|
||||||||||||||||
|
Operating income
|
$
|
8,919
|
$
|
6,434
|
$
|
30,200
|
$
|
21,087
|
||||||||
|
Adjusted EBITDA (2)
|
$
|
9,003
|
$
|
6,519
|
$
|
30,453
|
$
|
21,358
|
||||||||
| (1) |
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.
|
We use Non-GAAP Net earnings per common share as a supplemental measure of our performance to gain insight into our operating performance. We believe that the exclusion of other income
and acquisition-related amortization expense in calculating Non-GAAP Net earnings per common share provides management and investors a useful measure for period-to-period comparisons of our business and operating results by excluding items that
management believes are not reflective of our underlying operating performance. Accordingly, we believe that Non-GAAP Net earnings per common share provide useful information to investors and others in understanding and evaluating our operating
results. However, our use of Non-GAAP 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 GAAP. In addition, other companies,
including companies in our industry, might calculate similar Non-GAAP Net earnings and Non-GAAP Net earnings per common share or similarly titled measures differently, which may reduce their usefulness as comparative measures.
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
GAAP: Earnings before tax
|
$
|
35,910
|
$
|
30,076
|
$
|
112,463
|
$
|
83,840
|
||||||||
|
Share based compensation
|
1,780
|
1,756
|
5,355
|
5,427
|
||||||||||||
|
Acquisition and integration expense
|
-
|
233
|
-
|
232
|
||||||||||||
|
Acquisition related amortization expense
|
2,497
|
1,986
|
7,854
|
6,386
|
||||||||||||
|
Other (income) expense
|
175
|
(813
|
)
|
377
|
(1,095
|
)
|
||||||||||
|
Non-GAAP: Earnings before provision for income taxes
|
40,362
|
33,238
|
126,049
|
94,790
|
||||||||||||
|
GAAP: Provision for income taxes
|
9,486
|
8,438
|
31,108
|
24,996
|
||||||||||||
|
Share based compensation
|
470
|
493
|
1,494
|
1,621
|
||||||||||||
|
Acquisition and integration expense
|
-
|
65
|
-
|
65
|
||||||||||||
|
Acquisition related amortization expense
|
649
|
541
|
2,156
|
1,856
|
||||||||||||
|
Other (income) expense
|
46
|
(228
|
)
|
104
|
(314
|
)
|
||||||||||
|
Tax benefit (expense) on restricted stock
|
-
|
-
|
317
|
(40
|
)
|
|||||||||||
|
Non-GAAP: Provision for income taxes
|
10,651
|
9,309
|
35,179
|
28,184
|
||||||||||||
|
Non-GAAP: Net earnings
|
$
|
29,711
|
$
|
23,929
|
$
|
90,870
|
$
|
66,606
|
||||||||
|
GAAP: Net earnings per common share - diluted
|
$
|
0.98
|
$
|
0.81
|
$
|
3.03
|
$
|
2.20
|
||||||||
|
Non-GAAP: Net earnings per common share - diluted
|
$
|
1.10
|
$
|
0.89
|
$
|
3.38
|
$
|
2.48
|
||||||||
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
GAAP: Net earnings per common share - diluted
|
$
|
0.98
|
$
|
0.81
|
$
|
3.03
|
$
|
2.20
|
||||||||
|
Share based compensation
|
0.05
|
0.05
|
0.14
|
0.14
|
||||||||||||
|
Acquisition related amortization expense
|
0.07
|
0.05
|
0.21
|
0.16
|
||||||||||||
|
Other (income) expense
|
-
|
(0.02
|
)
|
0.01
|
(0.02
|
)
|
||||||||||
|
Tax benefit (expense) on restricted stock
|
-
|
-
|
(0.01
|
)
|
-
|
|||||||||||
|
Total non-GAAP adjustments - net of tax
|
0.12
|
0.08
|
0.35
|
0.28
|
||||||||||||
|
Non-GAAP: Net earnings per common share - diluted
|
$
|
1.10
|
$
|
0.89
|
$
|
3.38
|
$
|
2.48
|
||||||||
| (2) |
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.
|
We use Adjusted EBITDA as a supplemental measure of our performance to gain insight into our operating performance. We believe that the exclusion of other income in calculating Adjusted
EBITDA and Adjusted EBITDA margin provides management and investors a useful measure for period-to-period comparisons of our business and operating results by excluding items that management believes are not reflective of our underlying operating
performance. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results. However, our use of Adjusted EBITDA and Adjusted EBITDA
margin as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results as reported under GAAP. In addition, other companies, including companies in our industry, might
calculate Adjusted EBITDA and Adjusted EBITDA margin or similarly titled measures differently, which may reduce their usefulness as comparative measures.
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
Consolidated
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Net earnings
|
$
|
26,424
|
$
|
21,638
|
$
|
81,355
|
$
|
58,844
|
||||||||
|
Provision for income taxes
|
9,486
|
8,438
|
31,108
|
24,996
|
||||||||||||
|
Share based compensation
|
1,780
|
1,756
|
5,355
|
5,427
|
||||||||||||
|
Interest and financing costs
|
335
|
-
|
693
|
266
|
||||||||||||
|
Acquisition and integration expense
|
-
|
233
|
-
|
232
|
||||||||||||
|
Depreciation and amortization
|
3,597
|
3,143
|
11,376
|
10,000
|
||||||||||||
|
Other income (expense)
|
175
|
(813
|
)
|
377
|
(1,095
|
)
|
||||||||||
|
Adjusted EBITDA
|
$
|
41,797
|
$
|
34,395
|
$
|
130,264
|
$
|
98,670
|
||||||||
|
Technology Segment
|
||||||||||||||||
|
Operating income
|
$
|
27,166
|
$
|
22,829
|
$
|
82,640
|
$
|
61,658
|
||||||||
|
Depreciation and amortization
|
3,569
|
3,115
|
11,292
|
9,916
|
||||||||||||
|
Share based compensation
|
1,724
|
1,699
|
5,186
|
5,240
|
||||||||||||
|
Interest and financing costs
|
335
|
-
|
693
|
266
|
||||||||||||
|
Acquisition and integration expense
|
-
|
233
|
-
|
232
|
||||||||||||
|
Adjusted EBITDA
|
$
|
32,794
|
$
|
27,876
|
$
|
99,811
|
$
|
77,312
|
||||||||
|
Financing Segment
|
||||||||||||||||
|
Operating income
|
$
|
8,919
|
$
|
6,434
|
$
|
30,200
|
$
|
21,087
|
||||||||
|
Depreciation and amortization
|
28
|
28
|
84
|
84
|
||||||||||||
|
Share based compensation
|
56
|
57
|
169
|
187
|
||||||||||||
|
Adjusted EBITDA
|
$
|
9,003
|
$
|
6,519
|
$
|
30,453
|
$
|
21,358
|
||||||||
| (3) |
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, subscription/SaaS licenses, and services. We have provided below a reconciliation of Adjusted gross billings to technology segment net sales, which is the most directly comparable
financial measure to this Non-GAAP financial measure.
|
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Technology segment net sales
|
$
|
476,975
|
$
|
415,570
|
$
|
1,313,634
|
$
|
1,176,153
|
||||||||
|
Costs incurred related to sales of third party maintenance, software assurance and subscription/Saas licenses, and services
|
208,056
|
172,255
|
668,528
|
$
|
559,130
|
|||||||||||
|
Adjusted gross billings
|
$
|
685,031
|
$
|
587,825
|
$
|
1,982,162
|
$
|
1,735,283
|
||||||||
We use Adjusted gross billings as a supplemental measure of our performance to gain insight into the volume of business generated by our technology segment, and to analyze the changes to
our accounts receivable and accounts payable. Our use of Adjusted gross billings as an analytical tool 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 or a similarly titled measure differently, which may reduce its usefulness as a comparative measure.
CONSOLIDATED RESULTS OF OPERATIONS
During the three months ended December 31, 2021, net sales increased 15.7%, or $67.2 million, to $494.8 million, as compared to $427.6
million for the same period in the prior year. Product sales for the three months ended December 31, 2021, increased 15.1% to $432.3 million, an increase of $56.8 million from $375.5 million for the same
period in the prior year, due to increased demand from our technology segment customers as well as higher financing revenue. Service sales during the three months ended December 31, 2021, increased 20.0% to $62.5 million, an increase of $10.4 million over prior year services sales of $52.1 million due to increases in both managed services and professional services. In the technology segment, we saw increases
in net sales from customers in the telecom, media and entertainment, healthcare, technology, and SLED, which was partially offset by decreases in net sales from customers in financial services, during the three months ended December 31, 2021,
compared to the same period in the prior year.
For the nine months ended December 31, 2021, net sales increased 12.6%, or $153.8 million, to $1.370 billion, compared to $1.216
billion for the same period in the prior year. Product sales for the nine months ended December 31, 2021, increased 11.6%, or $124.1 million, to $1.191 billion, compared to $1.066 billion
for the same period in the prior year. Services sales during the nine months ended December 31, 2021, increased 19.9%, or $29.7 million, to $179.0 million compared to prior year services sales of $149.3 million.
The increase in net sales was due, in part, to the Systems Management Planning Inc. (“SMP”) acquisition as well as increased demand from our customers in healthcare, telecom, media and entertainment and all other categories of customers, which
were partially offset by decreases in demand from our customers in financial services, technology and SLED, during the nine months ended December 31, 2021, compared to the prior year.
Adjusted gross billings increased 16.5%, or $97.2 million, to $685.0 million for the three months ended December 31, 2021, from $587.8 million for the same period in
the prior year. There was an increase in adjusted gross billings from our customers in telecom, media and entertainment, healthcare, technology, and SLED, which was partially offset by decreases in demand from our
customers in the financial service market. For the nine months ended December 31, 2021, adjusted gross billings increased 14.2%, or $246.9 million, to $1.982 billion, from $1.735 billion for the same period in
the prior year. The increase in adjusted gross billings is due, in part, to the SMP acquisition as well as higher demand from our customers in telecom, media and entertainment, healthcare and all other categories of customers, which was partially
offset by decreases in demand from our customers in the financial services market and SLED.
Consolidated gross profit for the three months ended December 31, 2021, increased $19.0 million, or 19.3%, to $117.1 million, compared with $98.2 million for the same period in the prior year. Consolidated gross margins were 23.7% for the three months ended
December 31, 2021, which is an increase of 70 basis points compared to 23.0% for the same period in the prior year. The increase in margins was primarily due to a shift in product mix, as we sold a higher
proportion of third-party maintenance, software assurance and subscription/SaaS licenses, which was recognized on a net basis, as well as higher service revenue and service margin, and higher gross profit from our financing segment.
For the nine months ended December 31, 2021, consolidated gross profit increased $50.0 million, or 16.9%, to $345.6 million, compared with $295.7 million for the same
period in the prior year. Consolidated gross margins were 25.2% for the nine months ended December 31, 2021, an increase of 90 basis points compared to 24.3% for the same period in
the prior year. The increase in gross margin for the nine-month period was due to a shift in product mix, as we sold a higher proportion of third-party maintenance, software assurance and subscription/SaaS licenses, which is recognized on a net
basis, as well as higher service revenue and service margins, and higher gross profit from our financing segment.
Our operating expenses for the three months ended December 31, 2021, increased $12.1 million, or 17.6%, to $81.0 million, as compared to $68.9 million for the prior year period. This increase is primarily due to an increase in general and administrative expenses including higher travel and entertainment costs as travel restrictions from COVID-19 have started to ease, higher software license and maintenance
costs, higher property taxes, and an increase in salaries and benefits driven by an increase in variable compensation and fringe benefits. These increases are partially offset by a decrease in our provision for credit losses. As of December 31,
2021, we had 1,554 employees, a decrease of 32 from 1,586 as of December 31, 2020, which included 102 employees from the SMP acquisition on December 31, 2020.
For the nine months ended December 31, 2021, operating expenses increased $19.9 million, or 9.3%, to $232.8 million, as compared to
$212.9 million for the same period in the prior year. The increase in operating expenses for the nine months ended December 31, 2021, is due to increase in general and administrative expense due to higher travel and
entertainment expenses as travel restriction from COVID-19 have started to ease, software license and maintenance, sales, property and other taxes, and the increase in salaries and benefits due to increase in fringe benefits and variable
compensation. These increases are partially offset by a decrease in our provision for credit losses.
Depreciation and amortization expense increased $0.5 million and $1.4 million for the three and nine
months ended December 31, 2021, respectively, primarily due to our December 31, 2020, acquisition of SMP. Interest and financing costs increased $0.2 million and $0.1 million for the three and nine months
ended December 31, 2021, respectively, primarily driven by the timing of borrowings from our credit facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”) offset by a decrease in interest and financing costs in our financing
segment.
As a result, operating income for the three months ended December 31, 2021, increased $6.8 million, or 23.3%, to $36.1 million as
compared to $29.3 million for the same period in the prior year. For the nine months ended December 31, 2021, operating income increased $30.1 million, or 36.4%, to $112.8 million,
as compared to $82.7 million for the same period in the prior year.
Consolidated net earnings for the three months ended December 31, 2021, were $26.4 million, an increase of 22.1%, or $4.8 million, over the prior year’s results, due to the increase in gross profit and offset by increased operating expenses and the provision for income taxes. For
the nine months ended December 31, 2021, the consolidated net earnings were $81.4 million, an increase of 38.3%, or $22.5 million, compared to the prior year’s results, due to the increase in revenues and
gross profit mostly offset by an increase in operating expenses and the provision for income taxes.
Our effective tax rate for the three and nine months ended December 31, 2021, was 26.4% and 27.7% respectively, compared with 28.1% and 29.8%, respectively, for the same periods in the
prior year. The change in our effective income tax rate for the nine months ended December 31, 2021 compared to the same period in the prior year was primarily due to a prior year unfavorable adjustment to the federal benefit from state taxes.
Adjusted EBITDA increased $7.4 million, or 21.5%, to $41.8 million and Adjusted EBITDA margin increased
40 basis points to 8.4% for the three months ended December 31, 2021, as compared to the prior year period of 8.0%. For the nine months ended
December 31, 2021, adjusted EBITDA increased $31.6 million, or 32.0%, to $130.3 million and the adjusted EBITDA margin increased 140 basis points to 9.5% as compared to the prior year period of 8.1%.
Diluted earnings per share increased 21.0%, or $0.17, to $0.98 per share for the three months ended December 31, 2021, as compared to $0.81 per share for the three months ended December 31, 2020,
retroactively restated for the stock split. Non-GAAP diluted earnings per share increased 23.6%, or $0.21, to $1.10 for the three months ended December 31, 2021, as compared to $0.89 for the three months ended December 30, 2020, retroactively
restated for the stock split. For the nine months ended December 31, 2021, diluted earnings per share increased 37.7%, or $0.83, to $3.03 per share, as compared to $2.20 per share in the prior year period, retroactively restated for the stock
split. Non-GAAP diluted earnings per share increased 36.3%, or $0.90, to $3.38 for the nine months ended December 31, 2021, as compared to $2.48 for the nine months ended December 31, 2020, retroactively restated for the stock split.
Cash and cash equivalents decreased by 18.5% to $105.6 million as of December 31, 2021, as compared to $129.6 million as of March 31, 2021, primarily due to increases in our accounts receivable and
inventory, partially offset by net borrowings on the floor plan component of our credit facility. Additional uses of cash during the nine months ended December 31, 2021, included cash paid of $9.5 million to repurchase outstanding shares of our
common stock. Our cash on hand, funds generated from operations, amounts available under our credit facility, and the ability to monetize our investment portfolio provide sufficient liquidity for our business.
SEGMENT OVERVIEW
Our operations are conducted through two segments: technology and financing.
TECHNOLOGY SEGMENT
The technology segment derives revenue from sales of product, project-related advanced professional services, managed services and staff augmentation. The technology segment sells
primarily to corporate customers, state and local governments, and higher education institutions on a nationwide basis, with geographic concentrations relating to our physical locations. The technology segment also provides Internet-based
business-to-business supply chain management solutions for information technology products.
Customers who purchase IT equipment and services from us may have a customer master agreement (“CMA”) with our company, which stipulates the terms and conditions of the relationship.
Some CMAs contain pricing arrangements, and most contain mutual voluntary termination clauses. Our other customers place orders using purchase orders without a CMA in place, or with other documentation customary for the business. Often, our work
with state and local governments is based on public bids and our written bid responses. Our service engagements are generally governed by statements of work and are primarily fixed price (with allowance for changes); however, some service
agreements are based on time and materials.
We endeavor to minimize the cost of sales through incentive programs provided by vendors and distributors. The programs we qualify for are generally set by our reseller authorization
level with the vendor. The authorization level we achieve and maintain governs the types of products we can resell as well as such items as variable discounts applied against the list price, funds provided for the marketing of these products and
other special promotions. These authorization levels are achieved by us through purchase volume, certifications held by sales executives or engineers and/or contractual commitments by us. The authorization levels are costly to maintain, and these
programs continually change and, therefore, there is no guarantee of future reductions of costs provided by these vendor consideration programs.
FINANCING SEGMENT
Our financing segment offers financing solutions to corporations, governmental entities, and educational institutions nationwide and in Canada, the UK, and several other European countries. The financing
segment derives revenue from leasing IT and medical equipment and the disposition of that equipment at the end of the lease. The financing segment also derives revenues from the financing of third-party software licenses, software assurance,
maintenance and other services.
Financing revenue generally falls into the following three categories:
| • |
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 the sale of off-lease (used) equipment.
|
FLUCTUATIONS IN OPERATING RESULTS
Our results of operations are susceptible to fluctuations for a number of reasons, including, without limitation, customer demand for our products and services, supplier costs, product
availability, changes in vendor incentive programs, interest rate fluctuations, decision to sell financial assets, general economic conditions, and differences between estimated residual values and actual amounts realized related to the equipment
we lease. Operating results could also fluctuate as a result of a sale prior to the expiration of the lease term to the lessee or to a third-party or from other post-term events.
We expect to continue to expand by opening new offices and warehouses and by hiring additional staff for specific targeted market areas whenever we can find both experienced personnel
and desirable geographic areas over the longer term, which may reduce our results from operations. COVID-19 may negatively affect market supply and demand, which will likely lower our financial results, and may adversely impact our ability to
expand. We are uncertain as to the extent and duration of COVID-19’s impact to demand in the IT market for our products and services.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates have not changed from those reported in Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our 2021 Annual Report.
SEGMENT RESULTS OF OPERATIONS
The three and nine months ended December 31, 2021, compared to the three and nine months ended December 31, 2020
TECHNOLOGY SEGMENT
The results of operations for our technology segment were as follows (dollars in thousands):
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Net sales
|
||||||||||||||||
|
Product
|
$
|
414,448
|
$
|
363,478
|
$
|
1,134,658
|
$
|
1,026,845
|
||||||||
|
Services
|
62,527
|
52,092
|
178,976
|
149,308
|
||||||||||||
|
Total
|
476,975
|
415,570
|
1,313,634
|
1,176,153
|
||||||||||||
|
Cost of sales
|
||||||||||||||||
|
Product
|
334,585
|
295,310
|
899,437
|
820,859
|
||||||||||||
|
Services
|
37,907
|
31,939
|
109,203
|
92,935
|
||||||||||||
|
Total
|
372,492
|
327,249
|
1,008,640
|
913,794
|
||||||||||||
|
Gross profit
|
104,483
|
88,321
|
304,994
|
262,359
|
||||||||||||
|
Selling, general, and administrative
|
73,413
|
62,377
|
210,369
|
190,519
|
||||||||||||
|
Depreciation and amortization
|
3,569
|
3,115
|
11,292
|
9,916
|
||||||||||||
|
Interest and financing costs
|
335
|
-
|
693
|
266
|
||||||||||||
|
Operating expenses
|
77,317
|
65,492
|
222,354
|
200,701
|
||||||||||||
|
Operating income
|
$
|
27,166
|
$
|
22,829
|
$
|
82,640
|
$
|
61,658
|
||||||||
|
Adjusted gross billings
|
$
|
685,031
|
$
|
587,825
|
$
|
1,982,162
|
$
|
1,735,283
|
||||||||
|
Adjusted EBITDA
|
$
|
32,794
|
$
|
27,876
|
$
|
99,811
|
$
|
77,312
|
||||||||
Net sales: Net sales for the three months ended December 31, 2021, were $477.0 million compared to $415.6 million for the same
period in the prior year, an increase of 14.8% or $61.4 million, due to increases in net sales from customers in the telecom, media and entertainment, healthcare, technology, and SLED, which was partially
offset by decreases in net sales from customers in financial services. Product sales increased 14.0%, or $51.0 million, to $414.4 million. Services revenues increased
20.0%, or $10.4 million to $62.5 million compared to the same period in the prior year of $52.1 million due to increase in professional and
managed services for the three months ended December 31, 2021.
For the nine months ended December 31, 2021, net sales increased 11.7%, or $137.5 million to $1.314 billion compared to $1.176 billion during the same period in the prior year. Product sales for the nine months ended December 31, 2021, increased 10.5%, or $107.8 million to $1.135 billion, and service revenue
increased by 19.9%, or $29.7 million, to $179.0 million compared to $149.3 million during the same period in the prior year.
Adjusted gross billings increased 16.5%, or $97.2 million, to $685.0 million for the three months ended December 31, 2021, from $587.8 million for the same period in
the prior year. The increase in adjusted gross billings was due, in part, to the SMP acquisition as well as higher demand from our current customers. For the nine months ended December 31, 2021, adjusted gross billings
increased 14.2%, or $246.9 million, to $1.982 billion, from $1.735 billion for the same period in the prior year. The increase in adjusted gross billings is due to higher demand from the same customer end
markets that were previously identified for the increase in net sales.
We rely on our vendors to fulfill a large majority of shipments to our customers. As of December 31, 2021, we had open orders of $852.9 million and deferred revenue of $121.0
million. As of December 31, 2020, we had open orders of $413.9 million and deferred revenue of $96.3 million.
We analyze net sales by customer end market and by vendor, as opposed to discrete product and service categories. The percentage of net sales by industry and vendor for the twelve-month periods ended
December 31, 2021, and 2020 are summarized below:
|
Twelve Months Ended
December 31, |
Change
|
|||||||||||
|
Revenue by customer end market:
|
2021
|
2020
|
||||||||||
|
Telecom, Media & Entertainment
|
29
|
%
|
23
|
%
|
6
|
%
|
||||||
|
Healthcare
|
16
|
%
|
14
|
%
|
2
|
%
|
||||||
|
SLED
|
15
|
%
|
16
|
%
|
(1
|
%)
|
||||||
|
Technology
|
15
|
%
|
18
|
%
|
(3
|
%)
|
||||||
|
Financial Services
|
9
|
%
|
13
|
%
|
(4
|
%)
|
||||||
|
All others
|
16
|
%
|
16
|
%
|
0
|
%
|
||||||
|
Total
|
100
|
%
|
100
|
%
|
||||||||
|
Twelve Months Ended
December 31, |
Change
|
|||||||||||
|
Revenue by vendor:
|
2021
|
2020
|
||||||||||
|
Cisco Systems
|
38
|
%
|
36
|
%
|
2
|
%
|
||||||
|
Dell EMC
|
8
|
%
|
8
|
%
|
0
|
%
|
||||||
|
Juniper Networks
|
6
|
%
|
5
|
%
|
1
|
%
|
||||||
|
NetApp
|
5
|
%
|
4
|
%
|
1
|
%
|
||||||
|
HP Inc. & HPE
|
3
|
%
|
4
|
%
|
(1
|
%)
|
||||||
|
Arista Networks
|
3
|
%
|
4
|
%
|
(1
|
%)
|
||||||
|
All others
|
37
|
%
|
39
|
%
|
(2
|
%)
|
||||||
|
Total
|
100
|
%
|
100
|
%
|
||||||||
Our revenues by customer end market have remained consistent over the year with over 80% of our revenues generated from customers within the five end markets identified above. During the trailing
twelve-month period ended December 31, 2021, we had an increase in the percentage of total revenues from customers in the telecom, media and entertainment and healthcare industry, and decreases in the percentage of total revenues in the financial
services, technology, and SLED markets. These changes were driven by changes in customer buying cycles, and the timing of specific IT related initiatives, rather than the acquisition or loss of a customer or set of customers.
The majority of our revenues by vendor is derived from our top six suppliers. None of the vendors included within the “other” category exceeded 5% of total revenues.
Cost of sales: Cost of sales for the three months ended December 31, 2021, increased 13.8% or $45.2 million to $372.5 million compared to $327.2 million for
the same period in the prior year. Our gross margin increased 60 basis points to 21.9% for the three months ended December 31, 2021, compared to 21.3% for the same period in the prior year. The increase in gross margin was driven by higher product margin, where a higher proportion of sales of third-party maintenance, software assurance, subscription/SaaS licenses, and services
are recognized on a net basis, and higher service margin. Cost of sales for the nine months ended December 31, 2021, increased 10.4% or $94.8 million which is in line with the increase in net sales. For the
nine months ended December 31, 2021, gross margin increased by 90 basis points to 23.2%, as compared to 22.3% for the prior year period, primarily due to higher service margin, and a higher proportion of
sales of third-party maintenance, software assurance, subscription/SaaS licenses, and services, which are recognized on a net basis.
Selling, general, and administrative: Selling, general, and administrative expenses of $73.4 million for the three months ended December 31, 2021, increased
by $11.0 million, or 17.7% from $62.4 million for the same period in the prior year. Salaries and benefits increased $9.6 million, or 17.8% to
$63.3 million, compared to $53.7 million during the prior year mainly due to an increase in variable compensation. Our technology segment had 1,521 employees as of
December 31, 2021, a decrease of 30 from 1,551 as of December 31, 2020. Our headcount as of December 31, 2020, incorporates the addition of 102 employees from the December 31, 2020, acquisition of SMP. For the nine months ended December 31, 2021, selling, general, and administrative expenses increased by $19.9 million, or 10.4%, to $210.4
million compared to $190.5 million for the same period in the prior year. Salaries and benefits increased $17.5 million, or 10.6% to $182.1 million, compared to $164.6 million during the same period in the prior year.
General and administrative expenses increased $1.9 million, or 24.0%, to $10.0 million during the three months ended December 31, 2021, compared to the same period in the prior year, due to higher software
license and maintenance fees, travel and entertainment as travel restrictions from COVID-19 have started to ease, and sales, property and other tax expenses. For the nine months ended December 31, 2021, general and
administrative expenses increased $3.3 million, or 13.3%, to $28.2 million. The increase in general and administrative expenses was primarily due to an increase in travel
and entertainment expenses, legal and professional fees and software license and maintenance. The provision for credit losses was $0.7 million lower than for the same period in the prior year.
Depreciation and amortization: Depreciation and amortization increased $0.5 million, or 14.6%, to $3.6 million during the three months ended December 31,
2021, as compared to $3.1 million in the prior year period primarily due to the amortization of the intangible assets acquired in our acquisition of SMP. For the nine months
ended December 31, 2021, depreciation and amortization increased $1.4 million, or 13.9%, to $11.3 million as compared to $9.9 million for the same period in the prior year.
Interest and financing costs: Interest and financing costs were $0.3
million, and $0.7 million for the three and nine months ended December 31, 2021, an increase of $0.3 million and $0.4 million, respectively, as compared to the same periods in the
prior year. The increase is primarily due to timing and amount of our borrowings from our WFCDF credit facility and borrowings on an installment payment arrangement. We had $58.8 million of recourse debt in our technology segment as of December
31, 2021, compared to no recourse debt as of December 31, 2020.
Segment operating income: As a result of the foregoing, operating
income was $27.2 million, an increase of $4.3 million, or 19.0%, for the three months ended December 31, 2021, as compared to $22.8 million for the same period in the prior year. For the nine months ended December 31,
2021, operating income was $82.6 million, compared to $61.7 million for the same period in the prior year, an increase of $21.0 million, or 34.0%.
For the three months ended December 31, 2021, Adjusted EBITDA was $32.8 million, an increase of $4.9 million, or 17.6%, compared to $27.9 million for the same period in
the prior year. Adjusted EBITDA was $99.8 million, an increase of $22.5 million, or 29.1%, for the nine months ended December 31, 2021, compared to $77.3 million for the same period in the prior year.
FINANCING SEGEMENT
The results of operations for our financing segment were as follows (dollars in thousands):
|
Three Months Ended
December 31,
|
Nine Months Ended
December 31, |
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Net sales
|
$
|
17,859
|
$
|
12,034
|
$
|
55,866
|
$
|
39,563
|
||||||||
|
Cost of sales
|
5,225
|
2,204
|
15,229
|
6,252
|
||||||||||||
|
Gross profit
|
12,634
|
9,830
|
40,637
|
33,311
|
||||||||||||
|
Selling, general, and administrative
|
3,461
|
3,013
|
9,784
|
11,227
|
||||||||||||
|
Depreciation and amortization
|
28
|
28
|
84
|
84
|
||||||||||||
|
Interest and financing costs
|
226
|
355
|
569
|
913
|
||||||||||||
|
Operating expenses
|
3,715
|
3,396
|
10,437
|
12,224
|
||||||||||||
|
Operating income
|
$
|
8,919
|
$
|
6,434
|
$
|
30,200
|
$
|
21,087
|
||||||||
|
Adjusted EBITDA
|
$
|
9,003
|
$
|
6,519
|
$
|
30,453
|
$
|
21,358
|
||||||||
Net sales: Net
sales increased by $5.8 million, or 48.4%, to $17.9 million for the three months ended December 31, 2021, as compared to prior year results due to higher post contract sales from several early buyouts of assets under lease and higher month to
month rents, which were partially offset by lower transaction gains. During the quarter ended December 31, 2021, we recognized net gains on sales of financial assets of $2.3 million. Net gains on the sale of financial assets for the quarter ended
December 31, 2020, was $3.0 million and the proceeds from these sales were $67.5 million.
For the nine months ended December 31, 2021, net sales increased to $55.9 million, an increase
of $16.3 million, or 41.2% as compared to the same period in the prior year of $39.6 million due to higher
proceeds from sales of equipment, transactional gains, and month to month rents. During the nine months ended December 31, 2021, we recognized net gains on sales of financial assets of $15.6 million, which
included several large transactions that closed in July 2021, and the proceeds received from these sales were $753.9 million. For the nine months ended December 31, 2020, we recognized net gains on sales of financial assets of $10.1
million, and the proceeds from these sales were $259.2 million.
At December 31, 2021, we had $171.1 million in financing receivables and operating leases, compared to $214.0 million as of December 31, 2020, a decrease of $43.0 million, or 20.1%.
Cost of sales: Cost of sales increased $3.0 million and $9.0 million for the three and nine months ended December 31, 2021, respectively, compared to the prior year results due to higher cost of sales on off-lease equipment and higher depreciation expense from operating leases. Gross profit
increased by 28.5% to $12.6 million for the three months ended December 31, 2021, and increased by 22.0% to $40.6 million, for the nine months ended December 31, 2021, as
compared to the prior year periods.
Selling, general and administrative: For the three months ended December
31, 2021, selling, general and administrative expenses increased $0.4 million or 14.9% to $3.5 million due to higher variable compensation. For the nine months ended December 31, 2021, selling, general and
administrative expenses decreased $1.4 million or 12.9% compared to the prior year period, primarily due to decrease in the provision for credit losses and decrease in salaries and benefits, partially offset
by a slight increase to general and administrative cost.
Interest and financing costs: Interest and financing costs decreased by 36.3% to $0.2 million for the three months ended December
31, 2021, and decreased by 37.7% to $0.6 million for the nine months ended December 31, 2021, compared to the prior year, due to a decrease in the average balance on total notes payable outstanding. Total
notes payable for the financing segment comprised entirely of non-recourse debt was $43.6 million as of December 31, 2021, a decrease of $24.7 million, or 36.2%, as
compared to $68.3 million as of December 31, 2020. Our weighted average interest rate for non-recourse notes payable was 3.68% and 3.57%, as of December 31, 2021, and
2020, respectively.
Segment operating income: As a result of the foregoing, both operating income and Adjusted EBITDA increased $2.5 million to $8.9 million
and $9.0 million, respectively, for the three months ended December 31, 2021, as compared to the prior year period. For the nine months ended December 31, 2021, both operating income and Adjusted EBITDA
increased by $9.1 million to $30.2 million and $30.5 million, respectively, for the nine months
ended December 31, 2021, as compared to the same period in the prior year.
CONSOLIDATED
Other income: Other income and expense for both the three and nine months ended December 31, 2021, was an expense of $0.2
million and $0.4 million, respectively, due to unfavorable foreign exchange rates, compared to an income of $0.8 million and $1.1 million in the three and nine month periods in the prior year, respectively.
Income taxes: Our provision for income tax expense was $9.5 million and $31.1 million for the three and
nine months ended December 31, 2021, as compared to $8.4 million and $25.0 million for the same periods in the prior year. Our effective income tax rates for the three and nine months ended December 31, 2021, were 26.4% and 27.7%, compared to
28.1% and 29.8% for the three and nine months ended December 31, 2020, respectively. The change in our effective income tax rate for the nine months ended December 31, 2021 compared to the same period in the prior year was primarily due to
a prior year unfavorable adjustment to the federal benefit from state taxes.
Net earnings: The foregoing resulted in net earnings of $26.4 million for the three months ended December 31, 2021, an increase of $4.8 million, or 22.1%, as compared to $21.6
million during the three months ended December 31, 2020. For the nine months ended December 31, 2021, net earnings were $81.4 million, an increase of $22.5 million, or 38.3%, as compared to $58.8 million for the same period in the prior year.
Basic and fully diluted earnings per common share was $0.99 and $0.98, respectively, for the three months ended December 31, 2021, an increase of 22.2% and 21.0% as compared to $0.81
for both basic and fully diluted earnings per common share, for the three months ended December 31, 2020. For the nine months ended December 31, 2021, basic and fully diluted earnings per common share were $3.05 and $3.03, an increase of 38.0% and
37.7%, as compared to $2.21 and $2.20, respectively, for nine months ended December 31, 2020.
Non-GAAP diluted earnings per share increased 23.6% to $1.10 for the three months ended December 31, 2021, as compared to $0.89 for the three months ended December 31, 2020. Non-GAAP
diluted earnings per share increased 36.2% to $3.38 for the nine months ended December 31, 2021, as compared to $2.48 for the nine months ended December 31, 2020.
Weighted average common shares outstanding was 26.7 million in the calculation of basic earnings per common share for both the three- and nine-months ended December
31, 2021, and 26.9 million in the calculation of diluted earnings per common share for both the three- and nine-months ended December 31, 2021. Weighted average common shares outstanding used in the calculation of basic earnings per common share,
was 26.7 million for both the three- and nine-months ended December 31, 2020, and 26.8 million in the calculation of diluted earnings per common share for both the three- and nine-months ended December 31, 2020.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY OVERVIEW
We finance our operations through funds generated from operations and through borrowings. We use those funds to meet our capital requirements, which have historically consisted
primarily of working capital for operational needs, capital expenditures, purchases of equipment for lease, payments of principal and interest on indebtedness outstanding, acquisitions and the repurchase of shares of our common stock.
Our borrowings in our technology segment are primarily through our WFCDF credit facility. Our borrowings in our financing segment are primarily through secured borrowings that involve
transferring all or part of the contractual payments due to us to third-party financing institutions.
We believe that cash on hand and funds generated from operations, together with available credit under our credit facility, will be enough to finance our working capital, capital
expenditures, and other requirements for at least the next year.
Our ability to continue to expand, both organically and through acquisitions, is dependent upon our ability to generate enough cash flow from operations or from borrowing or other
sources of financing as may be required. While at this time we do not anticipate requiring any additional sources of financing to fund operations, if demand for IT products declines, or if our supply of products is delayed or interrupted, our cash
flows from operations may be substantially affected.
CASH FLOWS
The following table summarizes our sources and uses of cash over the periods indicated (in thousands):
|
Nine Months Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Net cash provided by (used in) operating activities
|
$
|
(121,542
|
)
|
$
|
5,244
|
|||
|
Net cash used in investing activities
|
(18,448
|
)
|
(30,659
|
)
|
||||
|
Net cash provided by financing activities
|
115,996
|
26,382
|
||||||
|
Effect of exchange rate changes on cash
|
(2
|
)
|
(735
|
)
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
$
|
(23,996
|
)
|
$
|
232
|
|||
Cash flows from operating activities: We used $121.5 million in operating activities during the nine months ended December 31, 2021, compared to $5.2 million provided by
operating activities for the nine months ended December 31, 2020. See below for a breakdown of operating cash flows by segment (in thousands):
|
Nine Months Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Technology segment
|
$
|
(112,740
|
)
|
$
|
43,694
|
|||
|
Financing segment
|
(8,802
|
)
|
(38,450
|
)
|
||||
|
Net cash provided by (used in) operating activities
|
$
|
(121,542
|
)
|
$
|
5,244
|
|||
Technology segment: In the nine months ended December 31, 2021, our technology segment used $112.7 million from operating activities primarily due to increases in
our accounts receivable of $123.4 million and inventories of $77.9 million, offset by net earnings. Additionally, we had net borrowing on the floor plan component of our credit facility of $59.0 million. We use this facility to manage working
capital needs. We present changes in this balance as financing activity in our consolidated statement of cash flows.
In the nine months ended December 31, 2020, our technology segment provided $43.7 million from operating activities primarily due to cash generated from earnings. Additionally, we had
net borrowing on the floor plan component of our credit facility of $44.1 million.
To manage our working capital, we monitor our cash conversion cycle for our technology segment, which is defined as days sales outstanding (“DSO”) in accounts receivable plus days of supply in inventory
(“DIO”) minus days of purchases outstanding in accounts payable (“DPO”).
The following table presents the components of the cash conversion cycle for our technology segment:
|
As of December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
(DSO) Days sales outstanding (1)
|
67
|
62
|
||||||
|
(DIO) Days inventory outstanding (2)
|
21
|
13
|
||||||
|
(DPO) Days payable outstanding (3)
|
(41
|
)
|
(51
|
)
|
||||
|
Cash conversion cycle
|
47
|
24
|
||||||
| (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 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 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 for the same three month period.
|
Our cash conversion cycle increased to 47 days at December 31, 2021, compared to 24 days at December 31, 2020. Our standard payment term for customers is between 30-60 days; however, certain customer
orders may be approved for extended payment terms. Our DPO decreased 10 days. Invoices processed through our credit facility, or the A/P-floor plan balance, are typically paid within 45-60 days from the invoice date, while A/P trade invoices are
typically paid within 30 days from the invoice date. Our DSO increased to 67 days, which reflects higher sales to customers with terms greater than or equal to net 60 days for the period ended December 31, 2021, as compared to the same period in
the prior year. Our DIO increased to 21 days due to higher inventory balance. Inventory, which represents equipment ordered by customers but not yet delivered, increased 111.2% to $147.7 million as of December 31, 2021, up from $70.0 million as of
March 31, 2021, partially due to ongoing projects with customers.
Financing segment: In the nine months ended December 31, 2021, our financing segment used $8.8 million from operating activities, primarily due to increases in
accounts receivable of $8.8 million and financing receivables-net of $23.4 million, offset by net earnings. In the nine months ended December 31, 2020, our financing segment used $38.5 million from operating
activities, primarily due to changes in financing receivables- net of $67.1 million, partially offset by earnings of $15.4 million and an increase in accounts payable trade of $12.5 million.
Cash flows related to investing activities: In the nine months ended December 31, 2021, we used $18.4 million from investing activities, consisting of $21.4 million for
purchases of property, equipment and operating lease equipment offset by $2.9 million of proceeds from the sale of property, equipment, and operating lease equipment. In the nine months ended December 31, 2020, we used $30.7 million from investing
activities, consisting of $27.1 million for the acquisition of SMP, $4.2 million for purchases of property, equipment and operating lease equipment offset by $0.7 million of proceeds from the sale of property, equipment, and operating lease
equipment.
Cash flows from financing activities: In the nine months ended December 31, 2021, cash provided by financing activities was $116.0 million, consisting of net borrowings
on the floor plan component of our credit facility of $59.0 million and net repayments of non-recourse and recourse notes payable of $66.4 million, partially offset by $9.5 million in cash used to
repurchase outstanding shares of our common stock. In the nine months ended December 31, 2020, cash provided by financing activities was $26.4 million consisting of net borrowings on floor plan facility of $44.1
million, net borrowings of non-recourse and recourse notes payable of $24.8 million, which was partially offset by repayment of $35.0 million in borrowings under the accounts receivable component of
our Technology segment credit facility, $6.9 million in repurchase of common stock, and $0.6 million paid to the sellers of a prior acquisition.
Our borrowing of non-recourse and recourse notes payable primarily arises from our financing segment when we transfer contractual payments due to us under lease and financing
agreements to third-party financial institutions. When the transfers do not meet the requirements for a sale, the proceeds paid to us represent borrowings of non-recourse or recourse notes payable.
Non-cash activities: We transfer contractual payments due to us under lease and financing agreements to third-party financial institutions. As a condition of these agreements,
certain financial institutions may request that the customer remit their contractual payments to a trust, rather than to us, and the trust pays the financial institution. Alternatively, the customer will make payments to us, and we will remit the
payment to the financial institution. The economic impact to us under either structure is similar, in that the assigned contractual payments are paid by the customer and remitted to the lender. However, when our customer makes payments through a
trust, such payments represent non-cash transactions. Also, in certain assignment agreements, we may direct the third-party financial institution to pay some of the proceeds from the assignment directly to the vendor or vendors that have supplied
the assets being leased and or financed. In these situations, the portion of the proceeds paid directly to our vendors are non-cash transactions.
SECURED BORROWINGS – FINANCING SEGMENT
We may finance all or most of the cost of the assets that we finance for customers by transferring all or part of the contractual payments due to us to third-party financing
institutions. When we account for the transfer as a secured borrowing, we recognize the proceeds as either recourse or non-recourse notes payable. Our customers are responsible for repaying the debt from a secured borrowing. The lender typically
secures a lien on the financed assets at the time the financial assets are transferred and releases it upon collecting all the transferred payments. We are not liable for the repayment of non-recourse loans unless we breach our representations and
warranties in the loan agreements. The lender assumes the credit risk and their only recourse, upon default by the customer, is against the customer and the specific equipment under lease. While we expect that the credit quality of our financing
arrangements and our residual return history will continue to allow us to obtain such financing, such financing may not be available on acceptable terms, or at all.
CREDIT FACILITY – TECHNOLOGY SEGMENT
We finance the operations of our subsidiaries ePlus Technology, inc., ePlus Technology Services,
inc. and SLAIT Consulting, LLC (collectively, the “Borrowers”) in our technology segment through a credit facility with WFCDF. The WFCDF credit facility has a floor plan facility and a revolving credit facility.
On October 13, 2021, the Borrowers amended, restated and replaced in their entirety their then-existing credit agreements with WFCDF. The new credit facility is established by a
syndicate of banks for which WFCDF acts as administrative agent and consists of a discretionary senior secured floorplan facility in favor of the Borrowers in the aggregate principal amount of up to $375 million, together with a sublimit for a
revolving credit facility for up to $100 million (collectively, the “2021 Credit Facility”).
Please refer to Note 8 “Credit Facility and Notes Payable” to the accompanying Consolidated Financial Statements included in “Part I,
Item 1. Financial Statements” for additional information concerning our 2021 Credit Facility.
The loss of the 2021 Credit Facility could have a material adverse effect on our future results as we currently rely on this facility and its components for daily working capital and
liquidity for our technology segment and as an operational function of our accounts payable process.
Floor plan facility: We finance most purchases of products for sale to our customers through the floor plan facility. Once our
customer places a purchase order with us and we have approved their credit, we place an order for the desired products with one of our vendors. Our vendors are generally paid by the floor plan facility and our liability is reflected in “accounts
payable—floor plan” in our consolidated balance sheets.
Most customer payments to us are remitted to our lockbox accounts. Once payments are cleared, the monies in the lockbox accounts are automatically and daily transferred to our
operating account. We pay down the floor plan facility on three specified dates each month, generally 30-60 days from the invoice date. Our borrowings and repayments under the floor plan component are included
in “net borrowings (repayments) on floor plan facility” within cash flows from the financing activities in our consolidated statements of cash flows.
As of December 31, 2021, and March 31, 2021, we had a maximum credit limit of $375.0 million and $275.0 million, respectively, and an outstanding balance on the floor plan facility of
$157.7 million and $98.7 million, respectively. On our balance sheet, our liability under the floor plan facility is presented as part of as accounts payable – floor plan.
Revolving credit facility: The outstanding balance under the revolving credit facility is presented as part of as recourse notes payable- current on our
consolidated balance sheets. Our borrowings and repayments under the revolving credit facility are included in “borrowings of non-recourse and recourse notes payable” and “repayments of non-recourse and recourse notes payable,” respectively, within
cash flows from the financing activities in our consolidated statements of cash flows.
As of December 31, 2021, we had an outstanding balance under the revolving credit facility of $44.0 million. We did not have any outstanding balance under the revolving credit facility as of March 31,
2021. The maximum credit limit under this facility was $100.0 million as of both December 31, 2021, and March 31, 2021. On our balance sheet, our liability under the revolving credit facility is presented as
part of recourse notes payable – current.
PERFORMANCE GUARANTEES
In the normal course of business, we may provide certain customers with performance guarantees, which are generally backed by surety bonds. In general, we would
only be liable for these guarantees in the event of default in the performance of our obligations. We are in compliance with material performance obligations under all service contracts for which there is a performance guarantee, and we believe
that any liability incurred in connection with these guarantees would not have a material adverse effect on our consolidated statements of operations.
OFF-BALANCE SHEET ARRANGEMENTS
As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements, or other contractually narrow or limited purposes. As of December 31, 2021, we were not
involved in any unconsolidated special purpose entity transactions.
ADEQUACY OF CAPITAL RESOURCES
The continued implementation of our business strategy will require a significant investment in both resources and managerial focus. In addition, we may selectively acquire other
companies that have attractive customer relationships and skilled sales and/or engineering forces. We may also open offices in new geographic areas, which may require a significant investment of cash. We may also acquire technology companies to
expand and enhance the platform of bundled solutions to provide additional functionality and value-added services. We may continue to use our internally generated funds to finance investments in leased assets or investments in notes receivables due
from our customers. These actions may result in increased working capital needs as the business expands. As a result, we may require additional financing to fund our strategy, implementation, potential future acquisitions, and working capital
needs, which may include additional debt and equity financing. The impacts of COVID-19 may limit or eliminate our access to capital. While the future is uncertain, we do not believe our credit facility will be terminated by WFCDF or us.
Additionally, while our lending partners in our financing segment have become more discerning in their approval processes, we currently have funding resources available for our transactions.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
Our future quarterly operating results and the market price of our common stock may fluctuate. In the event our revenues or earnings for any quarter are less than
the level expected by securities analysts or the market in general, such shortfall could have an immediate and significant adverse impact on the market price of our common stock. Any such adverse impact could be greater if any such shortfall occurs
near the time of any material decrease in any widely followed stock index or in the market price of the stock of one or more public equipment leasing and financing companies, IT resellers, software competitors, or our major customers or vendors.
Our quarterly results of operations are susceptible to fluctuations for a number of reasons, including, but not limited to the worldwide impacts from
COVID-19, currency fluctuations, reduction in IT spending, shortages of product from our vendors due to material shortages, any reduction of expected residual values related to the equipment under our leases, the timing and mix of specific
transactions, the reduction of manufacturer incentive programs, and other factors. Quarterly operating results could also fluctuate as a result of our sale of equipment in our lease portfolio to a lessee or third-party at the expiration of a
lease term or prior to such expiration, and the transfer of financial assets. Sales of equipment and transfers of financial assets may have the effect of increasing revenues and net income during the quarter in which the sale occurs and reducing
revenues and net income otherwise expected in subsequent quarters. See Part I, Item 1A, “Risk Factors,” in our 2021 Annual Report, as supplemented in subsequently filed reports, and in Part II, Item 1A. “Risk
Factors” in this Report.
We believe that comparisons of quarterly results of our operations are not necessarily meaningful and that results for one quarter should not be relied upon as an
indication of future performance.
| Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Our cash flow may be adversely affected by the risks related to the COVID-19 pandemic, which may result in delays in the collections of
our accounts receivables or non-payment.
Although a substantial portion of our liabilities are non-recourse, fixed-interest-rate instruments, we utilize lines of credit and other financing facilities that are subject
to fluctuations in short-term interest rates. Our non-recourse instruments, which are denominated in US dollars, were entered for other than trading purposes and bear interest at a fixed rate. Because the interest rate on these instruments is
fixed, changes in interest rates will not directly impact our cash flows. Financing transactions funded with our cash flows, not debt, and may be subject to interest rate risk. If the market interest rate exceeds our internal rate of
return, we may not fund the transaction to obtain the proceeds. Borrowings under the WFCDF credit facility bear interest at a market-based variable rate. As of December 31, 2021, the aggregate fair value of our
recourse and non-recourse borrowings approximated their carrying value.
We have transactions in foreign currencies, primarily in British Pounds, Euros, and Indian Rupees. There is a potential for exposure to fluctuations in foreign currency rates resulting primarily from the
translation exposure associated with the preparation of our consolidated financial statements. In addition, we have foreign currency exposure when transactions are not denominated in our subsidiary’s functional currency. To date, our foreign
operations are insignificant in relation to total consolidated operations, and we believe that potential fluctuations in currency exchange rates will not have a material effect on our financial position.
We evaluate developments related to the UK leaving the European Union on a regular basis to determine if such developments will have a material impact on our results on operations and financial position.
Our assessment is that foreign currency exposure for our UK operations is insignificant in relation to total consolidated operations, and we believe those potential fluctuations in currency exchange rates and other economic and operational risks
will not have a material effect on our results of operations and financial position.
We lease assets in foreign countries, including Canada, the UK and several other European countries. As a lessor, we lease assets for amounts denominated in British Pounds, Euros, and
Canadian dollars. As our foreign operations have been smaller compared to our domestic operations, we believe that potential fluctuations in currency exchange rates will not have a material effect on our financial position.
| Item 4. |
CONTROLS AND PROCEDURES
|
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive
Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” as defined in the Exchange Act Rule 13a-15(e). Disclosure controls are
controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the periods specified
in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our
management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls include some, but not all, components of our internal control over
financial reporting. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2021.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
LIMITATIONS AND EFFECTIVENESS OF CONTROLS
Our management, including our CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all
errors and all fraud. A control system cannot provide absolute assurance due to its inherent limitations; it is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human
failures. A control system also can be circumvented by collusion or improper management override. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of such limitations, disclosure controls and internal control over financial reporting cannot prevent or detect all misstatements, whether unintentional errors or fraud. However, these inherent limitations are known
features of the financial reporting process; therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
PART II. OTHER INFORMATION
| Item 1. |
LEGAL PROCEEDINGS
|
Please refer to Note 9, “Commitment and Contingencies” to the accompanying Consolidated Financial Statements included in “Part I, Item
1. Financial Statements”.
| Item 1A. |
RISK FACTORS
|
There has not been any material change in the risk factors disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K
for the fiscal year ended March 31, 2021, as supplemented in Part II, Item 1A of our Quarterly Report for the period ended June 30, 2021.
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
The following table provides information regarding our total purchases of 203,429 shares of ePlus inc. common stock during the nine months ended December 31, 2021, including a total of 147,999 shares purchased as part of the publicly announced share repurchase plans or programs. The numbers of shares and price
per share for the prior periods presented in the table have been retroactively restated to reflect the stock split. See Note 11 “Stockholders’ Equity” in the consolidated financial statements included
elsewhere in this report for additional information on the stock split.
|
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, 2021 through April 30, 2021
|
-
|
$
|
-
|
-
|
881,798
|
(2
|
)
|
||||||||||||
|
May 1, 2021 through May 27, 2021
|
1,998
|
$
|
50.40
|
-
|
881,798
|
(3
|
)
|
||||||||||||
|
May 28, 2021 through May 31, 2021
|
-
|
$
|
-
|
-
|
1,000,000
|
(4
|
)
|
||||||||||||
|
June 1, 2021 through June 30, 2021
|
88,690
|
$
|
45.21
|
35,258
|
964,742
|
(5
|
)
|
||||||||||||
|
July 1, 2021 through July 31, 2021
|
62,798
|
$
|
44.00
|
62,798
|
901,944
|
(6
|
)
|
||||||||||||
|
August 1, 2021 through August 31, 2021
|
-
|
$
|
-
|
-
|
901,944
|
(7
|
)
|
||||||||||||
|
September 1, 2021 through September 30, 2021
|
-
|
$
|
-
|
-
|
901,944
|
(8
|
)
|
||||||||||||
|
October 1, 2021 through October 31, 2021
|
-
|
$
|
-
|
-
|
901,944
|
(9
|
)
|
||||||||||||
|
November 1, 2021 through November 30, 2021
|
-
|
$
|
-
|
-
|
901,944
|
(10
|
)
|
||||||||||||
|
December 1, 2021 through December 31, 2021
|
49,943
|
$
|
51.90
|
49,943
|
852,001
|
(11
|
)
|
||||||||||||
| (1) |
All shares acquired were in open-market purchases, except for 55,430 shares, out of which 1,998 were repurchased in May 2021 and 53,432 in June 2021 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, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of April 30, 2021, the remaining
authorized shares to be purchased were 881,798.
|
| (3) |
As of May 27, 2021, the authorization under the then-existing share repurchase plan expired.
|
| (4) |
On March 18, 2021, the board of directors authorized the company to repurchase up to 1,000,000 shares of our outstanding common stock commencing on May 28, 2021, and continuing to May 27, 2022. As
of May 31, 2021, the remaining authorized shares to be purchased were 1,000,000.
|
| (5) |
The share purchase authorization in place for the month ended June 30, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of June 30, 2021, the remaining
authorized shares to be purchased were 964,742.
|
| (6) |
The share purchase authorization in place for the month ended July 31, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of July 31, 2021, the remaining
authorized shares to be purchased were 901,944.
|
| (7) |
The share purchase authorization in place for the month ended August 31, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of August 31, 2021, the remaining
authorized shares to be purchased were 901,944.
|
| (8) |
The share purchase authorization in place for the month ended September 30, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of September 30, 2021, the remaining
authorized shares to be purchased were 901,944.
|
| (9) |
The share purchase authorization in place for the month ended October 31, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of October 31, 2021, the remaining
authorized shares to be purchased were 901,944.
|
| (10) |
The share purchase authorization in place for the month ended November 30, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of November 30, 2021, the remaining
authorized shares to be purchased were 901,944.
|
| (11) |
The share purchase authorization in place for the month ended December 31, 2021, had purchase limitations on the number of shares of up to 1,000,000 shares. As of December 31, 2021, the remaining
authorized shares to be purchased were 852,001.
|
The timing and expiration date of the current stock repurchase authorizations are included in Note 11,
“Stockholders’ Equity” to our unaudited consolidated financial statements included elsewhere in this report.
| Item 3. |
DEFAULTS UPON SENIOR SECURITIES
|
Not Applicable.
| Item 4. |
MINE SAFETY DISCLOSURES
|
Not Applicable.
| Item 5. |
OTHER INFORMATION
|
None.
|
Exhibit
Number
|
Exhibit Description
|
|
|
|
|
|
|
ePlus inc. Amended and Restated Certificate of Incorporation, as
last amended November 9, 2021.
|
||
|
|
|
|
|
Amended and Restated Bylaws of ePlus inc., as of September 1, 2021. (Incorporated herein by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q
for the period ended September 30, 2021)
|
||
|
|
|
|
|
ePlus 2021 Employee Long-Term Incentive Plan (updated to reflect the
stock split effected December 13, 2021) as amended.
|
||
|
|
|
|
|
First Amended and Restated Credit Agreement, dated as of October 13, 2021, by and among ePlus Technology, inc., ePlus
Technology Services, inc., SLAIT Consulting, LLC, certain of ePlus inc. subsidiaries as guarantors, Wells Fargo Commercial Distribution Finance, LLC as administrative agent and the Lenders party thereto (Incorporated herein by reference
to Exhibit 10.1 to our Current Report in Form 8-K filed on October 19, 2021).
|
||
|
|
|
|
|
Guaranty and Security Agreement, dated as of October 13, 2021, by and among ePlus Technology, inc., ePlus
Technology Services, inc., SLAIT Consulting, LLC, certain future subsidiaries of ePlus inc., as guarantors, Wells Fargo Commercial Distribution Finance, LLC as administrative agent for the benefit of Secured Parties (Incorporated herein
by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 19, 2021).
|
||
|
|
|
|
|
First Amended and Restated Collateralized Guaranty, dated as of October 13, 2021, by and among ePlus Group, inc. and Wells Fargo Commercial Distribution
Finance, LLC as agent for the benefit of Secured Parties (Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on October 19, 2021).
|
||
|
|
|
|
|
First Amended and Restated Limited Guaranty, dated as of October 13, 2021, by and between ePlus inc. and Wells Fargo Commercial Distribution Finance, LLC
as agent for the benefit of Secured Parties (Incorporated herein by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on October 19, 2021).
|
||
|
|
|
|
|
ePlus inc. 2017 Non-Employee Director Long-Term Incentive Plan
(updated to reflect the stock split effected December 13, 2021) as amended.
|
||
|
|
|
|
|
Certification of the Chief Executive Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
|
||
|
|
||
|
Certification of the Chief Financial Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
|
||
|
|
||
|
Certification of the Chief Executive Officer and Chief Financial Officer of ePlus inc. pursuant to 18 U.S.C. § 1350.
|
||
|
|
|
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
|
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Exhibit 101 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 thereunto duly authorized.
|
ePlus inc.
|
||
|
Date: February 3, 2022
|
/s/ MARK P. MARRON
|
|
|
By: Mark P. Marron
|
||
|
Chief Executive Officer and
President
|
||
|
(Principal Executive Officer)
|
||
|
Date: February 3, 2022
|
/s/ ELAINE D. MARION
|
|
|
By: Elaine D. Marion
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer)
|
||
49