Item 1A. Risk Factors
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, 2022.
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information regarding our total purchases of 128,553 shares of e Plus inc. common stock during the nine months ended December 31, 2022, including a
total of 70,473 shares purchased as part of the publicly announced share repurchase plans or programs. There were no share repurchases during the three months ended December 31, 2022.
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, 2022 through April 30, 2022
34,961
$
56.02
34,961
737,049
(2
)
May 1, 2022 through May 27, 2022
35,512
$
55.86
35,512
701,537
(3
)
May 28, 2022 through May 31, 2022
-
$
-
-
1,000,000
(4
)
June 1, 2022 through June 30, 2022
58,080
$
56.51
-
1,000,000
(5
)
July 1, 2022 through July 31, 2022
-
$
-
-
1,000,000
(6
)
August 1, 2022 through August 31, 2022
-
$
-
-
1,000,000
(7
)
September 1, 2022 through September 30, 2022
-
$
-
-
1,000,000
(8
)
October 1, 2022 through October 31, 2022
-
$
-
-
1,000,000
(9
)
November 1, 2022 through November 30, 2022
-
$
-
-
1,000,000
(10
)
December 1, 2022 through December 31, 2022
-
$
-
-
1,000,000
(11
)
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Table of Contents
(1)
All shares acquired were in open-market purchases, except for 58,080 shares, which were repurchased in June 2022 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, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of April 30, 2022, the remaining authorized shares to be purchased were 737,049.
(3)
As of May 27, 2022, the authorization under the then-existing share repurchase plan expired.
(4)
On March 24, 2022, the board of directors authorized the company to repurchase up to 1,000,000 shares of our outstanding common stock commencing on May 28, 2022, and continuing to May 27, 2023. As of May 31, 2022, the remaining
authorized shares to be purchased were 1,000,000.
(5)
The share purchase authorization in place for the month ended June 30, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of June 30, 2022, the remaining authorized shares to be purchased were 1,000,000.
(6)
The share purchase authorization in place for the month ended July 31, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of July 31, 2022, the remaining authorized shares to be purchased were 1,000,000.
(7)
The share purchase authorization in place for the month ended August 31, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of August 31, 2022, the remaining authorized shares to be purchased were
1,000,000.
(8)
The share purchase authorization in place for the month ended September 30, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of September 30, 2022, the remaining authorized shares to be purchased were
1,000,000.
(9)
The share purchase authorization in place for the month ended October 31, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of October 31, 2022, the remaining authorized shares to be purchased were
1,000,000.
(10)
The share purchase authorization in place for the month ended November 30, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of November 30, 2022, the remaining authorized shares to be purchased were
1,000,000.
(11)
The share purchase authorization in place for the month ended December 31, 2022, had purchase limitations on the number of shares of up to 1,000,000 shares. As of December 31, 2022, the remaining authorized shares to be purchased were
1,000,000.
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.
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Table of Contents
Item 6.
EXHIBITS
Exhibit
Number
Exhibit Description
3.1
e Plus inc. Amended and Restated Certificate of Incorporation, as last amended November 9, 2021 (Incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period
ended December 31, 2021).
3.2
Amended and Restated Bylaws of e Plus inc., as of March 2, 2022. (Incorporated herein by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2022).
10.1
First Amendment to First Amended and Restated Credit Agreement, dated as of October 31, 2022, by and among e Plus Technology, inc., e Plus
Technology Services inc., SLAIT Consulting, LLC, certain of e Plus inc. subsidiaries as guarantors, Wells Fargo Commercial Distribution Finance, LLC as administrative agent and the Lenders party
thereto. (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 3, 2022).*
31.1
Certification of the Chief Executive Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) filed herewith.
31.2
Certification of the Chief Financial Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) filed herewith.
32.1
Certification of the Chief Executive Officer and Chief Financial Officer of e Plus inc. pursuant to 18 U.S.C. § 1350 furnished herewith.
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)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the
SEC upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
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SIGNATURES
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.
e Plus inc.
Date: February 7, 2023
/s/ MARK P. MARRON
By:
Mark P. Marron
Chief Executive Officer and President
(Principal Executive Officer)
Date: February 7, 2023
/s/ ELAINE D. MARION
By:
Elaine D. Marion
Chief Financial Officer
(Principal Financial Officer)
48
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