Form 8-K

8-K — EPLUS INC

Accession: 0001140361-26-031282

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001022408

SIC: 5045 (WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — plus-20260804.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20079242_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: plus-20260804.htm · Sequence: 1

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. ☐

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

99.1

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079242_ex99-1.htm · Sequence: 5

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.”

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.

Balance Sheet Highlights

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.

Recent Corporate Developments/Recognitions

In the first quarter of its 2027 fiscal year, ePlus:

Unveiled its Enterprise Grade Agentic AI Platform for Autonomous IT and Security Operations at Cisco Live

Named Digital Realty Americas Partner of the Year in Recognition of AI Expertise

Receives Dell Technologies North America Strategic Impact Partner of the Year Award

Honored with North America Networking Partner of the Year Award from HPE

Successfully Earns Place on CRN Solution Provider 500 List for 15 Consecutive Years

Expands Managed Services Portfolio with Enhanced Maintenance Support for HPE ProLiant Servers

Recognized as Services Partner of the Year at Everpure Annual Accelerate Partner Forum

Surpassed Industry Benchmarks with Outstanding Net Promoter Score in Independent Survey

Appointed John Lutz to Board of Directors

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.

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.

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

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

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

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

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 %

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):

(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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