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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 4, 2026
ePlus inc.
(Exact name of registrant as specified in its charter)
         
Delaware
 
001-34167
 
54-1817218
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
13595 Dulles Technology Drive
Herndon, Virginia 20171-3413
(Address of principal executive offices, including zip code)
(703) 984-8400
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
     
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, $.01 par value
PLUS
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

1

 
Item 2.02
Results of Operations and Financial Condition
 
On August 4, 2026, ePlus inc. (the "Company") announced by press release its results of operations for its first quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A reconciliation of GAAP results and non-GAAP financial measures is available in the Press Release that is attached hereto as Exhibit 99.1.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 8.01
Other Events
 
On August 4, 2026, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.27 per common share to be paid on September 16, 2026, to all shareholders of record as of the close of business on August 25, 2026.
 
Item 9.01
Financial Statements and Exhibits
 
(d)
The following exhibits are filed as part of this report:
 
   
Exhibit No.
Description
Press release dated August 4, 2026, announcing first quarter 2027 financial results, and dividend declaration
104
Cover Page Interactive Date File (embedded within the Inline XBRL document)
 
(d)

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
ePlus inc.
 
     
     
 
By: /s/ Elaine D. Marion
 
 
Elaine D. Marion
 
 
Chief Financial Officer
 
     
Date: August 4, 2026
   
 
 

0001022408 false 0001022408 2026-08-04 2026-08-04
EX-99.1 5 ef20079242_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
ePlus Reports First Quarter Fiscal Year 2027 Financial Results
 
Managed Services Delivers Strong Performance and Increases Recurring Revenue
 
~ Reiterates Fiscal 2027 Guidance ~
 
First Quarter of Fiscal Year 2027
 
●
Net sales increased 1.0% to $649.1 million; services revenues increased 2.6% to $119.4 million.
●
Gross billings increased 0.5% to $957.1 million.
●
Gross profit decreased 1.5% to $151.3 million.
●
Gross profit margin was 23.3%, compared to 23.9% for last fiscal year’s first quarter.
●
Net earnings from continuing operations decreased 5.4% to $30.3 million.
●
Adjusted EBITDA decreased 9.2% to $47.8 million.
●
Net earnings from continuing operations per common share- diluted decreased 4.1% to $1.16. Non-GAAP: net earnings from continuing operations per common share - diluted decreased 9.2% to $1.28.
 
HERNDON, VA – August 4, 2026 – ePlus inc. (NASDAQ: PLUS), a leading provider of technology solutions, today announced financial results for the three months ended June 30, 2026, or the first quarter of its 2027 fiscal year.
 
Management Comment
 
“The first quarter reflected strong execution against a challenging year over year comparison. We had record sales and saw a significant increase in booked and open orders which we believe positions us for a strong second half.  During the quarter, we saw product shipment delays and lead times extended by the ongoing memory chip shortage.” commented Mark Marron, President and CEO of ePlus.  “We continued to see strong growth in security, managed services, and within our mid-market customer base overall.  Managed services delivered its first $50 million revenue quarter and provides a reliable revenue stream which affirms our services-led, value-add approach for customers.”
 
“We ended the quarter with $449 million of cash on our balance sheet. This strong cash position provides us with the financial flexibility to continue investing in our business, pursue M&A and return value to shareholders via dividends and share repurchases. As we look ahead, we remain focused on executing our strategic priorities and are confident in our ability to deliver sustainable long-term value for our shareholders.”
 
1

 
First Quarter Fiscal Year 2027 Results
 
For the first quarter ended June 30, 2026, as compared to the first quarter ended June 30, 2025:
 
Net sales increased 1.0% to $649.1 million, from $642.8 million due to higher product sales and higher service revenue. Gross billings increased 0.5% to $957.1 million from $952.8 million.
 
Product segment sales increased 0.6% to $529.6 million from $526.4 million due to increases in revenue from networking, security, and collaboration products, offset by a decrease in cloud products. Product segment gross profit margin was 21.0%, down from 21.3% last year due to a shift in product mix and a lower proportion of sales that were sales of third-party maintenance and subscriptions which are recorded on a net basis.
 
Professional services segment revenues decreased 5.1% year over year to $68.1 million from $71.7 million, primarily due to decreases in revenues from project services and staff augmentation. Gross profit margin from our professional services segment decreased to 36.9% from 39.2% during the same period last year due to a shift in services mix.
 
Managed services segment revenue increased 15.1% to $51.3 million primarily due to additional revenue from cloud managed services. Gross profit from managed services increased 11.3% from last year due to the increase in revenue, offset by a decrease in gross profit margin from managed services to 29.4% from 30.4% in the prior year quarter.
 
Gross profit decreased 1.5% to $151.3 million, from $153.7 million, due to a decrease in gross profit from the product segment and professional services segment, offset by an increase in the managed services segment. Gross profit margin was 23.3%, compared with 23.9% in the prior year quarter, due to lower gross profit margin in all three segments.
 
Operating expenses were $112.5 million, up 1.6% from $110.7 million last year, primarily due to an increase in general and administrative expenses and salary and benefits.
 
Operating income decreased 9.6% to $38.8 million. Other income, net was $3.1 million compared to $0.6 million in the prior year due to higher interest income and lower foreign currency transaction losses being recognized in the current year quarter. Earnings from continuing operations before taxes decreased 3.7% to $42.0 million.
 
The effective tax rate for the current quarter was 27.8%, which was higher than the prior year quarter of 26.5% due to higher state income taxes and non-deductible expenses.
 
Net earnings from continuing operations decreased 5.4% to $30.3 million from $32.0 million in the prior year quarter. Adjusted EBITDA decreased 9.2% to $47.8 million from $52.7 million in the prior year quarter. Net earnings from continuing operations per common share-diluted was $1.16, compared with $1.21 in the prior year quarter. Non-GAAP net earnings from continuing operations per common share - diluted was $1.28, compared with $1.41 in the prior year quarter. Total shares outstanding were 26.1 million and 26.3 million on June 30, 2026 and March 31, 2026, respectively.
 
Net earnings were $30.3 million as compared to $42.6 million in the prior year quarter, which included $10.6 million from discontinued operations. Net earnings from discontinued operations per common share - diluted for the three months ended June 30, 2025, was $0.40. There were no transactions for discontinued operations for the three months ended June 30, 2026.
 
2

 
Balance Sheet Highlights
 
As of June 30, 2026, cash and cash equivalents were $448.9 million, up from $410.8 million as of March 31, 2026. Inventory decreased 27.3% to $146.0 million as of June 30, 2026 compared with $200.9 million as of March 31, 2026 due to a reduction of projects in process. Accounts receivable—trade, net increased 14.8% to $746.0 million as of June 30, 2026 from $650.0 million as of March 31, 2026. Total stockholders’ equity was $1,072.0 million as of June 30, 2026, compared with $1,069.0 million as of March 31, 2026.
 
Fiscal Year Guidance
 
ePlus is reiterating its fiscal year 2027 guidance of year over year growth in the mid-single digits for net sales, gross profit and adjusted EBITDA.
 
This guidance does not factor in recessionary conditions, or other unexpected developments. ePlus cannot predict with reasonable certainty and without unreasonable effort, the ultimate outcome of unusual gains and losses, the occurrence of matters creating GAAP tax impacts, fluctuations in interest expense or interest income and share-based compensation, and acquisition- or disposition-related expenses. These items are uncertain, depend on various factors, and could be material to ePlus’ results computed in accordance with GAAP. Accordingly, ePlus is unable to provide a reconciliation of GAAP net earnings to adjusted EBITDA for the full fiscal year 2027 forecast.
 
Summary and Outlook
 
“Our customers operate in areas with strong expansion potential, and our growth is underscored by our close customer relationships as they look to us for help to expand their businesses, optimize internal efficiencies, and operate their IT securely. As technology investment continues to accelerate, we are well-positioned to capitalize on the significant long-term growth opportunities across artificial intelligence, data centers, cybersecurity and other mission-critical markets.  Supported by our strong balance sheet and disciplined approach to capital allocation, we will continue investing in our capabilities, for both products and services, while executing on our strategy to deliver long-term sustainable growth and shareholder value. Reflecting our confidence in the business and the visibility into our open orders we have today, we are reaffirming our fiscal 2027 guidance,” concluded Mr. Marron.
 
ePlus Announces Quarterly Dividend
 
ePlus announced today that its Board of Directors has declared a quarterly cash dividend of $0.27 per common share which will be paid on September 16, 2026, to shareholders of record as of the close of business on August 25, 2026.
 
ePlus Announces New Stock Repurchase Program
 
ePlus today announced that its Board of Directors has authorized ePlus to repurchase up to 1,500,000 shares of ePlus’ outstanding common stock over a 12-month period commencing August 11, 2026. ePlus’ current repurchase plan expires on August 10, 2026.
 
The purchases under the new stock repurchase program 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, if and when needed, for general corporate purposes. ePlus has no obligation to repurchase shares under the authorization, and the timing, actual number and value of the shares which are repurchased will be at the discretion of management and will depend on a number of factors, including the price of ePlus’ common stock. ePlus may suspend or discontinue repurchases at any time.
 
3

 
Recent Corporate Developments/Recognitions
 
In the first quarter of its 2027 fiscal year, ePlus:
o
Unveiled its Enterprise Grade Agentic AI Platform for Autonomous IT and Security Operations at Cisco Live
o
Named Digital Realty Americas Partner of the Year in Recognition of AI Expertise
o
Receives Dell Technologies North America Strategic Impact Partner of the Year Award
o
Honored with North America Networking Partner of the Year Award from HPE
o
Successfully Earns Place on CRN Solution Provider 500 List for 15 Consecutive Years
o
Expands Managed Services Portfolio with Enhanced Maintenance Support for HPE ProLiant Servers
o
Recognized as Services Partner of the Year at Everpure Annual Accelerate Partner Forum
o
Surpassed Industry Benchmarks with Outstanding Net Promoter Score in Independent Survey
o
Appointed John Lutz to Board of Directors
o
Recognized on the Prestigious 2026 MES Midmarket 100 List
 
Conference Call Information
 
ePlus will hold a conference call and webcast at 4:30 p.m. ET on August 4, 2026:
 
   
Date: August 4, 2026
Time: 4:30 p.m. ET
Audio Webcast (Live & Replay): https://events.q4inc.com/attendee/757902340
   
Live Call: (888) 596-4144 (toll-free/domestic)
  (646) 968-2525 (international)
   
Archived Call: (800) 770-2030 (toll-free/domestic)
  (609) 800-9909 (international)
   
Conference ID: 8293082# (live call and replay)
 
A replay of the call will be available approximately two hours after the call through August 11, 2026.
 
4

 
About ePlus inc.
 
ePlus is a customer-first, services-led, and results-driven industry leader offering transformative technology solutions and services to provide the best customer outcomes. Offering a full portfolio of solutions, including artificial intelligence, security, cloud and data center, networking and collaboration, as well as managed, consultative and professional services, ePlus works closely with organizations across many industries to successfully navigate business challenges. With a long list of industry-leading partners and more than 2,170 employees, our expertise has been honed over more than three decades, giving us specialized yet broad levels of experience and knowledge. ePlus is headquartered in Virginia, with locations in the United States, United Kingdom, Europe, and Asia‐Pacific. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com. Connect with ePlus on LinkedIn, Facebook, and Instagram.
 
ePlus, Where Technology Means More®.
 
ePlus® and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries.
 
Forward-looking statements
 
Statements in this press release that are not historical facts may be deemed to be “forward-looking statements,” including, among other things, statements regarding the future financial performance of ePlus. Actual and anticipated future results may vary materially due to certain risks and uncertainties, including, without limitation, financial losses resulting from national and international political instability fostering uncertainty and volatility in the global economy including changes in interest rates, tariffs, inflation, export requirements applicable to products we sell, sanctions and exposure to foreign currency rate changes; supply chain issues, including a shortage of information technology (“IT”) component parts and products, and our vendors’ rapid and unpredictable price fluctuations relating thereto, or a customer’s or vendor’s cancellation of orders such as for, but not limited to, memory chips, which may increase our and the customer’s costs, decrease gross profit, cause a delay in fulfilling or inability to fulfill customer orders, increase our need for working capital, delay the completion of professional services, or require the purchase of IT products or services needed to support our internal infrastructure or operations, resulting in an adverse impact on our financial results; significant adverse changes in our relationship with one or more of our larger customer accounts or vendors, including decreased account profitability, reductions in contracted services, or a loss of such relationships; risks relating to artificial intelligence (“AI”), including the use or capabilities of AI and emerging laws, rules and regulations related to AI; our ability to manage a diverse product set of solutions, including AI products and services, in highly competitive markets with a number of key vendors; changes in the 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”), platform as a service (“PaaS”), and AI which may affect our financial results; our ability to remain secure during a cybersecurity attack or other IT outage, including disruptions in our, our vendors or a third party’s IT systems and data and audio communication networks; a material decrease in the credit quality of our customer base, or a material increase in our credit losses; increases to our costs including wages and our ability to increase our prices to our customers as a result, or negative financial impacts due to the pricing arrangements we have with our customers; reliance on third parties to perform some of our service obligations to our customers, and the reliance on a small number of key vendors in our supply chain with whom we do not have long-term supply agreements, guaranteed price agreements, or assurance of stock availability; the possibility of a reduction of vendor consideration provided to us; our inability to identify merger and acquisition candidates, perform sufficient due diligence prior to completing mergers and acquisitions, successfully complete merger and acquisition transactions (including on favorable terms), successfully integrate a completed merger and/or acquisition, identify an opportunity for, or successfully complete a business disposition, or achieve the operational and financial results we anticipate after a disposition; our ability to secure our own and our customers’ electronic and other confidential information, while maintaining compliance with evolving data privacy and cybersecurity laws and regulations and appropriately providing required notice and disclosure of cybersecurity incidents when and if necessary; our dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel by recruiting and retaining highly skilled, competent personnel with needed vendor certifications; inadequate design or maintenance of our IT platforms for internal use or solutions we offer to our customers or our inability to effectively and timely capitalize on the opportunities made available by the adoption of AI and not having adequate or competent IT personnel to support our business; cybersecurity attacks that may occur while employees work remotely and our ability to adequately train our personnel to prevent a cyber event; our ability to raise capital, maintain or increase, as needed, our lines of credit with vendors or our floor plan facility, or the effect of those matters on our common stock price; our ability to predictably meet expectations of the investor and analyst community, including relative to our financial performance guidance that we provide, including based on our continuation of dividends and share repurchases; our ability to create and implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration, and other key strategies following mergers and acquisitions; and other risks or uncertainties detailed in our reports filed with the Securities and Exchange Commission.
 
5

 
The declaration and payment of future dividends are subject to the sole discretion of our Board of Directors.
 
All information set forth in this press release is current as of the date of this release and ePlus undertakes no duty or obligation to update this information either as a result of new information, future events or otherwise, except as required by applicable U.S. securities law.
 
Contact:
Kley Parkhurst, SVP
ePlus inc.
kparkhurst@eplus.com
703-984-8150
 
6

 
 ePlus inc. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
 
                 
    June 30, 2026     March 31, 2026  
ASSETS
               
                 
Current assets:
               
Cash and cash equivalents
  $ 448,854     $ 410,769  
Accounts receivable—trade, net
    745,983       650,021  
Accounts receivable—other, net
    37,339       38,896  
Inventories
    145,958       200,888  
Deferred costs
    77,425       77,748  
Other current assets
    45,277       49,412  
Total current assets
    1,500,836       1,427,734  
                 
Deferred tax asset
    8,952       8,955  
Property, equipment and other assets—net
    97,605       100,039  
Goodwill
    202,885       202,880  
Other intangible assets—net
    56,779       61,344  
TOTAL ASSETS
  $ 1,867,057     $ 1,800,952  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
                 
Current liabilities:
               
Accounts payable
  $ 317,076     $ 264,605  
Accounts payable—floor plan
    112,549       119,693  
Salaries and commissions payable
    53,961       48,590  
Contract liabilities
    161,041       157,074  
Other current liabilities
    59,664       48,181  
Total current liabilities
    704,291       638,143  
                 
Contract liabilities—long-term
    80,751       83,010  
Other liabilities
    9,980       10,829  
TOTAL LIABILITIES
    795,022       731,982  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' EQUITY
               
Preferred stock, $0.01 per share par value; 2,000 shares authorized; none outstanding
    -       -  
Common stock, $0.01 per share par value; 50,000 shares authorized; 27,920 shares issued and 26,149 outstanding at June 30, 2026, and 27,765 shares issued and 26,299 outstanding at March 31, 2026
    279       278  
Additional paid-in capital
    215,228       210,274  
Treasury stock, at cost, 1,771 shares at June 30, 2026, and 1,466 shares at March 31, 2026
    (127,126 )      (101,944 ) 
Retained earnings
    979,212       956,000  
Accumulated other comprehensive income—foreign currency translation adjustment
    4,442       4,362  
Total Stockholders' Equity
    1,072,035       1,068,970  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,867,057     $ 1,800,952  
 
7

 
 ePlus inc. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 
                 
 
Three months ended
 June 30,
 
    2026     2025  
Net sales
               
Product
  $ 529,730     $ 526,466  
Services
    119,383       116,309  
Total
    649,113       642,775  
Cost of sales
               
Product
    418,610       414,477  
Services
    79,174       74,622  
Total
    497,784       489,099  
                 
Gross profit
    151,329       153,676  
                 
Selling, general, and administrative
    106,621       103,667  
Depreciation and amortization
    5,876       7,069  
Operating expenses
    112,497       110,736  
                 
Operating income
    38,832       42,940  
                 
Other income, net
    3,130       612  
                 
Earnings from continuing operations before tax
    41,962       43,552  
                 
Provision for income taxes
    11,683       11,538  
                 
Net earnings from continuing operations
    30,279       32,014  
                 
Earnings from discontinued operations, net of tax
    -       10,569  
                 
Net earnings
  $ 30,279     $ 42,583  
                 
Earnings per common share—basic
               
Continuing operations
  $ 1.17     $ 1.22  
Discontinued operations
    -       0.40  
Earnings per common share—basic
  $ 1.17     $ 1.62  
                 
Earnings per common share—diluted
               
Continuing operations
  $ 1.16     $ 1.21  
Discontinued operations
    -       0.40  
Earnings per common share—diluted
  $ 1.16     $ 1.61  
                 
Weighted average common shares outstanding—basic
    25,938       26,270  
Weighted average common shares outstanding—diluted
    26,062       26,381  
 
8

 
                         
Segment results          
 
Three months ended
June 30,
         
    2026     2025     Change  
Net sales
                       
Product segment
  $ 529,603     $ 526,355       0.6 %
Professional services segment
    68,081       71,729       (5.1 )%
Managed services segment
    51,302       44,580       15.1 %
Other
    127       111       14.4 %
Total
  $ 649,113     $ 642,775       1.0 %
                         
Gross profit
                       
Product segment
  $ 111,067     $ 111,942       (0.8 )%
Professional services segment
    25,144       28,153       (10.7 )%
Managed services segment
    15,065       13,534       11.3 %
Other
    53       47       12.8 %
Total
  $ 151,329     $ 153,676       (1.5 )%
                         
Gross Billings by Type
                       
Cloud
  $ 288,842     $ 312,017       (7.4 )%
Networking
    258,728       268,732       (3.7 )%
Security
    219,767       190,045       15.6 %
Collaboration
    25,717       22,777       12.9 %
Other
    47,857       51,446       (7.0 )%
Product segment
    840,911       845,017       (0.5 )%
Services
    116,224       107,748       7.9 %
Total
  $ 957,135     $ 952,765       0.5 %
                         
Net Sales by Type
                       
Product segment
                       
Networking
  $ 223,721     $ 218,202       2.5 %
Cloud
    180,748       206,996       (12.7 )%
Security
    78,265       61,107       28.1 %
Collaboration
    15,492       11,757       31.8 %
Other
    31,377       28,293       10.9 %
Total products segment
    529,603       526,355       0.6 %
Professional services segment
    68,081       71,729       (5.1 )%
Managed services segment
    51,302       44,580       15.1 %
Other
    127       111       14.4 %
Total net sales
  $ 649,113     $ 642,775       1.0 %
                         
Net Sales by Customer End Market
                       
Telecom, media & entertainment
  $ 138,697     $ 184,979       (25.0 )%
Technology
    117,999       82,747       42.6 %
SLED
    79,856       90,562       (11.8 )%
Healthcare
    79,197       74,291       6.6 %
Financial services
    73,386       47,500       54.5 %
Retail
    34,923       31,971       9.2 %
All others
    125,055       130,725       (4.3 )%
Total net sales
  $ 649,113     $ 642,775       1.0 %
 
9

 
Amounts presented for the three months ended June 30, 2025 reflect the correction of certain misstatements, which we determined are not material either individually or in the aggregate. See our Form 10-Q for the quarter ended June 30, 2026, including Note 2 to the Consolidated Financial Statements, for more information.
 
ePlus inc. AND SUBSIDIARIES
 
RECONCILIATION OF NON-GAAP INFORMATION
 
We included reconciliations below for the following non-GAAP financial measures: (i) Adjusted EBITDA, (ii) Non-GAAP: Net earnings from continuing operations and (iii) Non-GAAP Net earnings from continuing operations per common share - diluted.
 
We define Adjusted EBITDA as net earnings from continuing operations calculated in accordance with US GAAP, adjusted for the following: depreciation and amortization, share-based compensation, provision for income taxes, and other (income), net.
 
Non-GAAP: Net earnings from continuing operations and Non-GAAP Net earnings from continuing operations per common share – diluted are based on net earnings from continuing operations calculated in accordance with US GAAP, adjusted to exclude other (income), net, share-based compensation, acquisition related amortization expense, and the related tax effects.
 
We use the above non-GAAP financial measures as supplemental measures of our performance to gain insight into our operating performance and performance trends. We believe that these financial measures provide management and investors with 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 such non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results.
 
Our use of non-GAAP information as analytical tools has limitations, and should not be considered 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 EBITDA, Non-GAAP: Net earnings from continuing operations and Non-GAAP: Net earnings from continuing operations per common share-diluted, or similarly titled measures differently, which may reduce their usefulness as comparative measures.
 
The amounts in the tables below are results from our continuing operations (in thousands):
 
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(i) Reconciliation of Adjusted EBITDA
                 
 
Three months ended 
June 30,
 
    2026     2025  
GAAP: Net earnings from continuing operations
  $ 30,279     $ 32,014  
Provision for income taxes
    11,683       11,538  
Share-based compensation
    3,121       2,663  
Depreciation and amortization [1]
    5,876       7,069  
Other (income), net [2]
    (3,130 )      (612 ) 
Non-GAAP: Adjusted EBITDA
  $ 47,829     $ 52,672  
 
(ii) Reconciliation of Non-GAAP: Net earnings from continuing operations
                 
 
Three months ended
June 30,
 
    2026     2025  
GAAP: Earnings from continuing operations before tax
  $ 41,962     $ 43,552  
Share-based compensation
    3,121       2,663  
Acquisition related amortization expense [3]
    4,565       5,548  
Other (income), net [2]
    (3,130 )      (612 ) 
Non-GAAP: Earnings from continuing operations before provision for income taxes
    46,518       51,151  
                 
GAAP: Provision for income taxes
    11,683       11,538  
Share-based compensation
    885       712  
Acquisition related amortization expense [3]
    1,295       1,473  
Other (income), net [2]
    (888 )      (163 ) 
Tax benefit on restricted stock
    218       114  
Non-GAAP: Provision for income taxes
    13,193       13,674  
                 
Non-GAAP: Net earnings from continuing operations
  $ 33,325     $ 37,477  
 
(iii) Reconciliation of Non-GAAP: Net earnings from continuing operations per common share - diluted
                 
 
Three months ended
June 30,
 
    2026     2025  
GAAP: Net earnings from continuing operations per common share - diluted
  $ 1.16     $ 1.21  
                 
Share-based compensation
    0.09       0.07  
Acquisition related amortization expense [3]
    0.13       0.15  
Other (income), net [2]
    (0.09 )      (0.02 ) 
Tax benefit on restricted stock
    (0.01 )      -  
Total non-GAAP adjustments - net of tax
    0.12       0.20  
                 
Non-GAAP: Net earnings from continuing operations per common share - diluted
  $ 1.28     $ 1.41  
 
[1] Amount consists of depreciation and amortization for assets used internally.
[2] Interest income, foreign currency transaction gains and losses, and adjustments to the fair value of contingent consideration.
[3] Amount consists of amortization of intangible assets from acquired businesses.
 
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