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Item 9A. Controls and Procedures

2022-05-26 compared with 2021-05-21 · 698 added, 554 removed, 596 unchanged (68% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's management, with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company's disclosure controls and procedures, or “disclosure controls”, as of the end of the period covered by this report.

as defined in 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 Form 10-K annual report, is recorded, processed, summarized and reported within the time periods specified in the US Securities and Exchange Commission’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 on the evaluation described above, the CEO and CFO concluded that disclosure controls and procedures as of March 31, 2021, were effective in ensuring information required to be disclosed in our SEC reports was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures, or “disclosure controls”,

as of the end of the period covered by this report as defined in 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 Form 10-K annual report, is recorded, processed, summarized, and reported within the time periods specified in the US Securities and Exchange Commission’s rules and forms.

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

Based on the evaluation described above, the CEO and CFO concluded that disclosure controls and procedures as of March 31, 2022, were effective in ensuring information required to be disclosed in our SEC

reports was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to our management, including our CEO and CFO, as appropriate,

to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).

This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

This system is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2021, utilizing the criteria described in the “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions

and dispositions of our assets;

receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of

our assets that could have a material effect on the consolidated financial statements.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2022, utilizing the criteria described in the “Internal Control — Integrated

Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

The objective of this assessment was to determine whether our internal control over financial reporting was effective as of March 31,

Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment, management determined that, as of March 31, 2022, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, an independent registered public accounting firm, who audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as stated in its report appearing on page F-3.

effectiveness of the Company’s internal control over financial reporting as stated in its report appearing on page F-5.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended March 31, 2021, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

March 31, 2022, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, does 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;

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.

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;

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.

OTHER INFORMATION

Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated by reference from our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year.

pursuant to Regulation 14A not later than 120 days after the close of our fiscal year.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our directors may be found under the caption “Proposal 1 – Election of Directors” in our Proxy Statement for the 2022 Annual Meeting of Stockholders (the “Proxy Statement”).

The information in the Proxy Statement set forth under the captions of “Corporate Governance – Code of Conduct” and “- Board Committees” is incorporated herein by reference.

The information in

the Proxy Statement set forth under the captions of “Corporate Governance – Code of Conduct” and “Board Committees” is incorporated herein by reference.

The information under the heading “Executive Officers” in Item 1 of this report is incorporated in this section by reference.

CODE OF ETHICS

We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and our Board.

We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial

officer, principal accounting officer and our Board.

The Code of Conduct is available on our website at www.eplus.com/investors/corporate-governance-legal/code-of-conduct .

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EXECUTIVE COMPENSATION

The information in the Proxy Statement set forth under the captions “Director Compensation,” “Compensation Discussion and Analysis,” “2021 Executive Compensation,” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

The information in the Proxy Statement set forth under the captions “Director Compensation,” “Compensation Discussion and Analysis,” “2022 Executive Compensation,” and “Corporate Governance – Compensation

Committee Interlocks and Insider Participation” is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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PRINCIPAL ACCOUNTING FEES AND SERVICES

The information in the Proxy Statement set forth under the caption “Proposal 3 – Ratification of the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending March 31, 2022” is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Year Ending March 31, 2022” is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) FINANCIAL STATEMENTS

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(a)(2) FINANCIAL STATEMENT SCHEDULE

See "Financial Statement Schedule II - Valuation and Qualifying Accounts" on page S-1.

See “ Financial Statement Schedule II - Valuation and

Qualifying Accounts ” on page S-1.

(a)(3) EXHIBIT LIST

Exhibits 10.2 through 10.10 and 10.36 through 10.38 are management contracts or compensatory plans or arrangements.

Exhibits 10.2 through 10.12 are management contracts or compensatory plans or arrangements.

Exhibit Description

Amended and Restated Certificate of Incorporation, filed on September 19, 2008 (Incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2008).

Amended and Restated Bylaws of ePlus inc.

as amended February 15, 2018 (Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 20, 2018).

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).

Amended and Restated Bylaws of e Plus inc., as of March 2, 2022.

Specimen Certificate of Common Stock (Incorporated herein by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No.

333-11737) originally filed on September 11, 1996).

Description of ePlus inc.'s securities (Incorporated herein by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended March 31, 2019).

Form of Indemnification Agreement entered into by and between ePlus and its directors and officers (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 23, 2016).

Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc.

Marron (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).

Amendment #1, effective July 16, 2018, to Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc.

Marron (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 18, 2018).

Amendment #2, effective November 14, 2019, to Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc.

Description of e Plus inc.’s securities registered under Section 12 of the Securities Exchange Act of 1934.

Form of Indemnification Agreement entered into by and between e Plus and its directors and officers (Incorporated herein by reference to Exhibit 10.1 to our

Current Report on Form 8-K filed on August 23, 2016).

Amended and Restated Employment Agreement effective September 6, 2017, by and between e Plus inc.

Marron (Incorporated herein by reference to Exhibit

10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).

Amendment #1, effective July 16, 2018, to Amended and Restated Employment Agreement effective September 6, 2017, by and between e Plus inc.

(Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 18, 2018).

Amendment #2, effective November 14, 2019, to Amended and Restated Employment Agreement effective September 6, 2017, by and between e Plus inc.

Marron (Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).

Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc.

Amended and Restated Employment Agreement effective September 6, 2017, by and between e Plus inc.

and Elaine D.

Marion (Incorporated herein by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).

Amendment #1, effective November 14, 2019, to Amended and Restated Employment Agreement, effective September 6, 2017, by and between ePlus inc.

Marion (Incorporated herein by reference to

Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).

Amendment #1, effective November 14, 2019, to Amended and Restated Employment Agreement, effective September 6, 2017, by and between e Plus inc.

and Elaine D.

Marion (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).

2017 Non-Employee Director Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 14, 2017).

2012 Employee Long-term Incentive Plan (updated to reflect stock split effected March 31, 2017) (Incorporated herein by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2017).

Form of Award Agreement – Restricted Stock Agreement (for awards granted under and subject to the provisions of the ePlus inc.

2012 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.24 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2013).

Form of Award Agreement – Restricted Stock Unit Award Agreement (for awards granted under and subject to the provisions of the e Plus inc.

2012 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2013).

Limited Guaranty dated June 24, 2004 by and between GE Commercial Distribution Finance Corporation and e Plus inc.

(Incorporated herein by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on November 17, 2005).

Collateralized Guaranty, dated March 30, 2004, by and between GE Commercial Distribution Finance Corporation and e Plus Group, inc.

(Incorporated herein by reference to Exhibit 10.11 to our Current Report on Form 8-K filed on November 17, 2005).

Amendment to Collateralized Guaranty, dated November 14, 2005, by and between GE Commercial Distribution Finance Corporation and e Plus Group, inc.

(Incorporated herein by reference to Exhibit 10.12 to our Current Report on Form 8-K filed on November 17, 2005).

Amended and Restated Business Financing Agreement, dated July 23, 2012, by and between General Electric Commercial Distribution Finance and e Plus Technology, inc.

(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 26, 2012).

Amendment No.

1, dated July 31, 2014, to Amended and Restated Business Financing Agreement by and between General Electric Commercial Distribution Finance and e Plus Technology, inc.

(Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2014).

Amendment No.

2, dated July 24, 2015, to Amended and Restated Business Financing Agreement by and between General Electric Commercial Distribution Finance and e Plus Technology, inc.

(Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 30, 2015).

Amendment No.

3, dated October 20, 2015, to Amended and Restated Business Financing Agreement by and among e Plus Technology, inc.

and its subsidiary e Plus Technology Services, inc.

and GE Commercial Distribution Finance Corporation (Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2015).

Amendment No.

4, dated July 28, 2016, to Amended and Restated Business Financing Agreement by and among e Plus Technology, inc.

and its subsidiary e Plus Technology Services, inc.

and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 1, 2016).

Amendment No.

5, dated July 27, 2017, to Amended and Restated Business Financing Agreement by and between e Plus Technology, inc.

Amendment No.

6, dated February 15, 2018, to Amended and Restated Business Financing Agreement by and between e Plus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2018).

Amendment No.

7, dated January 15, 2019, to Amended and Restated Business Financing Agreement between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 18, 2019).

Amendment No.

8, dated November 12, 2019, to Amended and Restated Business Financing Agreement between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC.

(Incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).

Amendment No.

9, dated March 31, 2020, to Amended and Restated Business Financing Agreement between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC.

(Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 3, 2020).

Amendment No.

10, dated May 18, 2020, to Amended and Restated Business Financing Agreement between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC.

(Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 21, 2020).

Amended and Restated Agreement for Wholesale Financing, dated July 23, 2012, by and between General Electric Commercial Distribution Finance and e Plus Technology, inc.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 26, 2012).

Amendment No.

1, dated July 31, 2014, to Amended and Restated Agreement for Wholesale Financing by and between General Electric Commercial Distribution Finance and e Plus Technology, inc.

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2014).

Amendment No.

2, dated July 24, 2015, to Amended and Restated Agreement for Wholesale Financing by and between General Electric Commercial Distribution Finance and e Plus Technology, inc.

(Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 30, 2015).

Amendment No.

3, dated October 20, 2015, to Amended and Restated Agreement for Wholesale Financing by and among e Plus Technology, inc.

and its subsidiary e Plus Technology Services, inc.

and GE Commercial Distribution Finance Corporation (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2015).

Amendment No.

4, dated July 28, 2016, to Amended and Restated Agreement for Wholesale Financing by and among e Plus Technology, inc.

and its subsidiary e Plus Technology Services, inc.

and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 1, 2016).

Amendment No.

5, dated July 27, 2017, to Amended and Restated Agreement for Wholesale Financing by and between e Plus Technology, inc.

Amendment No.

6, dated February 15, 2018, to Amended and Restated Agreement for Wholesale Financing by and between e Plus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.20 to our Annual Report of Form 10-K for the fiscal year ended March 31, 2018).

Amendment No.

7, dated January 15, 2019, to Amended and Restated Agreement for Wholesale Financing between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 18, 2019).

Amendment No.

8, dated November 12, 2019, to Amended and Restated Agreement for Wholesale Financing between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC.

(Incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).

Amendment No.

9, dated March 31, 2020, to Amended and Restated Agreement for Wholesale Financing between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC.

(Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 3, 2020).

Amendment No.

10, dated May 18, 2020, to Amended and Restated Agreement for Wholesale Financing between ePlus Technology, inc.

and Wells Fargo Commercial Distribution Finance, LLC.

(Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 21, 2020).

Employment Agreement, effective May 7, 2018, by and between ePlus inc.

Employment Agreement, effective May 7, 2018, by and between e Plus inc.

and Darren S.

(Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 9, 2018).

(Incorporated herein by reference to Exhibit 10.1 to our Current

Report on Form 8-K filed on May 9, 2018).

Amendment No.

1, effective November 14, 2019, to Amended and Restated Employment Agreement, effective May 7, 2018, by and between ePlus inc.

and Darren S Raiguel.

1, effective November 14, 2019, to Amended and Restated Employment Agreement, effective May 7, 2018, by and between e Plus inc.

(Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 10-Q filed on February 6, 2020).

2017 Non-Employee

Director Long-Term Incentive Plan (updated to reflect the stock split effected December 13, 2021) as amended (Incorporated herein by reference to Exhibit 10.6 to our Current

Report on Form 10-Q for the period ended December 31, 2021).

2012 Employee Long-term Incentive Plan

(updated to reflect stock split effected March 31, 2017) (Incorporated herein by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2017).

Cash Incentive Plan, effective April 1, 2018, (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 18, 2018).

e Plus 2021 Employee Long-Term Incentive Plan (updated to reflect the

stock split effected December 13, 2021) as amended (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 10-Q for the period ended December 31, 2021).

First Amended and Restated Credit Agreement, dated as of October 13, 2021, 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 10.1 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 e Plus Technology, inc., e Plus Technology Services, inc., SLAIT

Consulting, LLC, certain future subsidiaries of e Plus 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 e Plus 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 e Plus 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).

Subsidiaries of e Plus inc.

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pursuant to 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

(b) See item 15(a)(3) above.

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)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Exhibit 101 Inline XBRL document)

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or Section 15(d) 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.

Chief Executive Officer and President

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INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of March 31, 2021, and 2020

Consolidated Statements of Operations for the Years ended March 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the Years ended March 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years ended March 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the Years ended March 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Report of Independent

Registered Public Accounting Firm Deloitte & Touche LLP (PCAOB ID 34 )

Consolidated Balance

Sheets as of March 31, 2022 and 2021

Statements of Operations for the years ended March 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive

Income for the years ended March 31, 2022, 2021 and 2020

Statements of Cash Flows for the years ended March 31, 2022, 2021 and 2020

Statements of Stockholders’ Equity for the years ended March 31, 2022, 2021 and 2020

Notes to Consolidated

Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of ePlus inc.

and subsidiaries (the "Company") as of March 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 20, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.

and subsidiaries (the “Company”) as of March 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2022,

and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of March 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over

financial reporting as of March 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission and our report dated May 25, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities laws and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and

performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Gross Versus Net Recognition of Sales of Third-Party Software – Refer to Note 1 to the financial statements

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit

matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

Revenue Recognition – Gross Versus Net Recognition of Sales of Third-Party Software – Refer to Note 1 to the

financial statements

Critical Audit Matter Description

The Company is typically the principal in sales of third-party software.

Sales are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recognized as cost of sales.

The Company recognizes revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the software to the customer.

Sales are recognized on a gross basis with the selling price to the customer

recorded as sales and the acquisition cost of the product recognized as cost of sales.

The Company recognizes revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the software to the

The Company is also the agent in sales of third-party maintenance, software support, and services as the third-party controls the service until it is transferred to the customer.

Similarly, the Company is the agent in sales of third-party software and accompanying third-party support when the third-party software benefits the customer only in conjunction with the accompanying support.

In these sales, the Company considers the third-party software and support as inputs to a single performance obligation.

Similarly, the Company is the agent in sales of third-party

software and accompanying third-party support when the third-party software benefits the customer only in conjunction with the accompanying support.

In these sales, the Company considers the third-party software and support as inputs to a single

performance obligation.

In all these sales where the Company is the agent, the Company recognizes sales on a net basis at the point that their customer and vendor accept the terms and conditions of the arrangement.

Auditing the Company’s determination of gross or net recognition of third-party software and support sales involved a high degree of subjectivity as it required the evaluation of whether the third-party software benefits the customer only in conjunction with the accompanying support.

When the support is determined to be critical or essential to the software, the transaction is viewed as one combined performance obligation, and revenue is recognized net of related costs.

Auditing the Company’s determination of gross or net recognition of third-party software and support sales involved a high degree of subjectivity as it required the

evaluation of whether the third -party software benefits the customer only in conjunction with the accompanying support.

When the support is determined to be

critical or essential to the software, the transaction is viewed as one combined performance obligation, and revenue is recognized net of related costs.

How the Critical Audit Matter Was Addressed in the Audit

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Compared the cost per the Company’s records to the cost per the vendor invoice.

Evaluated the sale to determine whether it constituted a single or multiple performance obligation(s) through inspection of the customer invoice, purchase order, and information on vendor websites accessed through third-party search engines.

Evaluated the sale to determine whether there was accompanying third-party support related to the software, and whether the support was separately identifiable or essential to the functionality of the software through inspection of customer invoices, purchase orders, information on vendor websites accessed through third-party search engines and inquiries with management, as necessary.

Evaluated the sale to determine whether it constituted a single or multiple performance obligation(s) through inspection of the customer invoice, purchase order, and information on

vendor websites accessed through third-party search engines.

Evaluated the sale to determine whether there was accompanying third-party support related to the software, and whether the support was separately identifiable or essential to the

functionality of the software through inspection of customer invoices, purchase orders, information on vendor websites accessed through third-party search engines and inquiries with management, as necessary.

Transfers of Financial Assets – Refer to Note 3 to the financial statements

Critical Audit Matter Description

The Company enters into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements, which are accounted for in accordance with Codification Topic 860.

The Company enters into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements, which are accounted for in

accordance with Codification Topic 860.

These transfers are accounted for as either a sale or as a pledge of collateral in a secured borrowing.

For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable.

For transfers accounted for as sales, the Company derecognizes the carrying value of the asset transferred plus any liability and recognizes a net gain or loss on the sale, which are presented within net sales in the consolidated statement of operations.

For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for

non-recourse notes payable.

consolidated statement of operations.

Auditing the Company’s determination of whether the transfer should be accounted for as a secured borrowing or a sale involved a high degree of subjectivity.

This subjectivity stems from management’s assessment of whether the transferred assets have been isolated from the transferor.

subjectivity stems from management’s assessment of whether the transferred assets have been isolated from the transferor.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s conclusion related to the transfer of financial assets included the following, among others:

We tested the design and operating effectiveness of management’s controls over the transfer of financial assets, including management’s controls over the evaluation of the terms of loan documents and accompanying investor data, assignment agreements, and the calculation of the gain or loss.

For a selection of transactions, we evaluated the Company’s determination of sale or secured borrowing, by evaluating, among other factors, if the transferred assets have been isolated from the Company.

We tested the design and operating effectiveness of management’s controls over the transfer of financial assets, including management’s controls over the evaluation of the terms of

loan documents and accompanying investor data, assignment agreements, and the calculation of the gain or loss.

For a selection of transactions, we evaluated the Company’s determination of sale or secured borrowing, by evaluating, among other factors, if the transferred assets have been

isolated from the Company.

Specifically, we performed the following procedures:

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Retained any rights with respect to the payments assigned to the third-party assignee or had been appropriately isolated from the assets.

We evaluated opinions from outside legal counsel, when applicable.

We evaluated opinions from outside legal

counsel, when applicable.

Obtained and inspected the cash proceeds support from the transfer and compared the cash received to the selling price.

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and subsidiaries (the “Company”) as of March 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2021, of the Company and our report dated May 20, 2021 expressed an unqualified opinion on those financial statements.

In our opinion, the Company

maintained, in all material respects, effective internal control over financial reporting as of March 31, 2022, based on criteria established in Internal Control –

Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as

of and for the year ended March 31, 2022, of the Company and our report dated May 25, 2022 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial

reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a

material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to

the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

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AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

BALANCE SHEETS

(in thousands, except per share amounts)

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Non-recourse notes payable - long-term

Deferred tax liability—net

Other liabilities

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50,000 shares authorized;

13,503 outstanding at March 31, 2021 and 13,500 outstanding at March 31, 2020

26,886 outstanding at March 31, 2022

and 27,006 outstanding at March 31, 2021

Additional paid-in capital

Treasury stock, at cost, 993 shares at March 31, 2021 and 896 shares at March 31, 2020

Treasury stock, at cost, 130 shares at March 31, 2022 and

1,987 shares at March 31, 2021

Retained earnings

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

(in thousands)

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF

(in thousands)

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Cash flows from operating activities:

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

Adjustments to reconcile

net earnings to net cash provided by (used in) operating activities:

Depreciation and amortization

Reserve for credit losses

Provision for credit losses

Share-based compensation expense

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Payments from lessees directly to lenders—operating leases

Gain on disposal of property, equipment, and operating lease equipment

Gain on sale of financial receivables

Gain on disposal of property, equipment, and operaing lease equipment

Accounts receivable

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Cash used in acquisitions, net of cash acquired

Purchases of assets to be leased or financed

Issuance of financing receivables

Repayments of financing receivables

Proceeds from sale of financing receivables

Net cash used in investing activities

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Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

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Purchases of property, equipment, and operating lease equipment

Purchases of assets to be leased or financed

Issuance of financing receivables

Proceeds from sale of financing receivables

Consideration for acquisitions

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

(in thousands)

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Repurchase of common stock

Stock split effected in the form of a dividend

Retirement of treasury stock

Foreign currency translation adjustment

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is sometimes referred to in this Annual Report on Form 10-K as “we,” “our,” “us,” “ourselves,” or “ e Plus.” e Plus inc.

is a holding company that through its subsidiaries provides information technology solutions which enable organizations to optimize their IT environment and supply chain processes.

is a holding company that through its subsidiaries provides information technology solutions which 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 and the United Kingdom (“UK”).

We focus on selling to medium and large enterprises in the

United States (“US”) and to customers in select international markets including the United Kingdom (“UK”), the European Union (“EU”), India, Singapore, and Israel.

BASIS OF PRESENTATION — The consolidated financial statements include the accounts of e Plus inc.

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All intercompany balances and transactions have been eliminated in consolidation.

The accounts of businesses acquired during fiscal years 2021, 2020 and 2019 are included in the consolidated financial statements from the dates of acquisition.

USE OF ESTIMATES — The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at 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 asset values, vendor consideration, lease classification, goodwill and intangibles, 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.

The accounts of acquired businesses are included in the consolidated financial statements

from the dates of acquisition.

USE OF ESTIMATES — The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the

reporting periods.

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.

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.

ALLOWANCE FOR CREDIT LOSSES — We maintain an allowance for credit losses related to our accounts receivable and financing receivables.

We record an expense in the amount necessary to adjust the allowance for credit losses to our current estimate of expected credit losses on financial assets.

We estimate expected credit losses based on our internal rating of the customer’s credit quality, our historical credit losses, current economic conditions, and other relevant factors.

Prior to providing credit, we assign an internal rating for each customer’s credit quality based on the customer’s financial status, rating agency reports and other financial information.

expense in the amount necessary to adjust the allowance for credit losses to our current estimate of expected credit losses on financial assets.

We estimate expected credit losses based on our internal rating of the customer’s credit quality, our

historical credit losses, current economic conditions, and other relevant factors.

Prior to providing credit, we assign an internal rating for each customer’s credit quality based on the customer’s financial status, rating agency reports and other

financial information.

We review our internal ratings for each customer at least annually or when there is an indicator of a change in credit quality, such as a delinquency or bankruptcy.

We write off financing receivables when we deem them to be uncollectable.

Through the year ended March 31, 2021, we recognized an increase in the allowance to reflect the forecasted credit deterioration due to the COVID-19 pandemic.

BUSINESS COMBINATIONS — We account for business combinations using the acquisition method, which requires that the total purchase price for each of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date.

The allocation process requires an analysis of intangible assets, such as customer relationships, trade names, acquired contractual rights and assumed contractual commitments and legal contingencies to identify and record all assets acquired and liabilities assumed at their fair value.

We write off financing receivables when we deem them to be

uncollectable.

Since the onset of the COVID-19 pandemic, we have measured our allowance using higher than historical loss rates to reflect forecasted credit deterioration.

BUSINESS COMBINATIONS — We account for business combinations using the acquisition method, which requires that the total purchase price for each of

the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date.

The allocation process requires an analysis of intangible assets, such as customer relationships, trade names,

acquired contractual rights and assumed contractual commitments and legal contingencies to identify and record all assets acquired and liabilities assumed at their fair value.

We record any premium paid over the fair value of the acquired net assets as goodwill.

Our initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition.

Our initial purchase price allocations are subject to revision

within the measurement period, not to exceed one year from the date of acquisition.

We include the results of operations for the acquired company in our financial statements from the acquisition date.

CASH AND CASH EQUIVALENTS — Cash and cash equivalents consist primarily of interest-bearing accounts and money market funds that consist of short-term US treasury securities.

CASH AND CASH EQUIVALENTS — Cash and cash equivalents consist primarily of interest-bearing accounts and money market funds that consist of

short-term US treasury securities.

We consider all highly liquid investments, including those with an original maturity of three months or less at the date of acquisition, to be cash equivalents.

We have a lockbox account whose purpose is to collect and distribute customer payments under financing arrangements.

We have a lockbox account whose purpose is to

collect and distribute customer payments under financing arrangements.

As of March 31, 2022, we were not holding any amounts in trust for third-party recipients.

As of March 31, 2021, we had $ 0.7 million being held in trust for third-party recipients within our lockbox account.

There were no amounts being held in trust for third-party recipients as of March 31, 2020.

As of March 31, 2022, and March 31, 2021, there were no restrictions on the withdrawal of funds from our money market funds.

CONCENTRATIONS OF RISK — Financial instruments that potentially subject us to concentrations of credit risk include cash and cash equivalents, short-term investments, accounts receivable, and financing receivables.

CONCENTRATIONS OF RISK — Financial instruments that potentially subject us to concentrations of credit risk include cash and cash equivalents,

short-term investments, accounts receivable, and financing receivables.

Cash and cash equivalents may include short-term investments that are maintained principally with financial institutions in the US.

Our accounts receivable-trade balance as of March 31, 2021, and 2020 included approximately 20 % concentration of invoices due from Verizon Communications Inc.

The risk on our accounts receivable and financing receivables is reduced by having a broad customer base in a diverse range of industries and through the ongoing evaluation of collectability of our portfolio.

The credit risk is further mitigated by transferring certain of our financing receivables to financial institutions on a non-recourse basis and, for our lease receivables, by owning the underlying asset.

Our accounts receivable-trade balance as of

March 31, 2022, and 2021 included approximately 14 % and 20 %, respectively, concentration of invoices due from Verizon Communications Inc.

The risk on our accounts receivable and financing receivables is reduced by having a broad customer base in

a diverse range of industries and through the ongoing evaluation of collectability of our portfolio.

The credit risk is further mitigated by transferring certain of our financing receivables to financial institutions on a non-recourse basis and,

for our lease receivables, by owning the underlying asset.

A substantial portion of our sales are products from Cisco Systems, which represented approximately 39 %, 36 %, and 40 %, of our technology segment net sales for the years ended March 31, 2022, 2021, and 2020, respectively.

DEFERRED COSTS — When a contract is within the scope of Accounting Standards Codification (“Codification”) Topic 606, Revenue from Contracts with Customers (“Codification Topic 606”), we defer costs of fulfilling the contract when they generate or enhance resources that will be used by us in satisfying performance obligations in the future.

performance obligations in the future.

Additionally, we capitalize costs that are incremental to obtaining the contracts, predominately sales commissions, and expense them in proportion to each completed contract performance obligation.

DEFERRED REVENUE — We recognize deferred revenue when cash payments are received or due in advance of our performance.

EARNINGS PER SHARE — Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the basic weighted average number of shares of common stock outstanding during each period.

EARNINGS PER SHARE — Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the basic weighted

average number of shares of common stock outstanding during each period.

Diluted earnings per share reflects the potential dilution of securities that could participate in our earnings, including restricted stock awards during each period.

FAIR VALUE MEASUREMENT — We follow the guidance in Codification Topic 820 Fair Value Measurements (“Codification Topic 820”) which governs how to measure fair value for financial reporting.

This topic defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

This topic defines fair value as the price that would be received to sell an asset, or paid to transfer a

liability, in an orderly transaction between market participants at the measurement date.

This topic also establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets, that are observable for the asset or liability, either directly or indirectly.

Level 2 – Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets, that are

observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability.

The fair values are determined based on model-based techniques such as discounted cash flow models using inputs that we could not corroborate with market data.

FINANCIAL INSTRUMENTS — For financial instruments such as cash, short-term investments, accounts receivables, accounts payable and other current liabilities, we consider the recorded value of the financial instruments to approximate the fair value due to their short maturities.

On March 31, 2021, the carrying amounts of our notes receivables, recourse and non-recourse payables were $ 112.6 million, $ 18.1 million and $ 56.1 million, respectively, and their fair values were $ 113.2 million, $ 18.1 million and $ 56.3 million, respectively.

On March 31, 2020, the carrying amounts of our notes receivables, recourse and non-recourse payables were $ 54.8 million, $ 37.3 million and $ 35.5 million, respectively, and their fair values were $ 55.4 million, $ 37.3 million and $ 35.5 million, respectively.

FINANCING RECEIVABLES AND OPERATING LEASES — Financing receivables and operating leases consists of notes receivable, sales-type leases and operating leases.

The fair values are determined based on model-based techniques such as discounted cash flow models

using inputs that we could not corroborate with market data.

FINANCIAL INSTRUMENTS — For financial instruments such as cash, short-term investments, accounts receivables, accounts payable and other current

liabilities, we consider the recorded value of the financial instruments to approximate the fair value due to their short maturities.

On March 31, 2022, the carrying amounts of our notes receivables, recourse and non-recourse payables were $ 80.5 million, $ 13.1 million, and $ 21.2 million, respectively, and their fair values were $ 80.0

million, $ 13.1 million, and $ 21.2

million, respectively.

On March 31, 2021, the carrying amounts of our notes receivables, recourse and non-recourse payables were $ 112.6

million, $ 18.1 million, and $ 56.1

million, respectively, and their fair values were $ 113.2 million, $ 18.1 million, and $ 56.3 million, respectively.

FINANCING RECEIVABLES AND OPERATING LEASES — Financing receivables and operating leases consists of notes receivable, sales-type leases, and

operating leases.

We issue financing receivables for periods generally between 2 to 6 years, with most terms ranging between 3 to 4 years.

When we lease equipment under an operating lease, we recognize the underlying asset at cost and depreciate it on a straight-line bases over its estimated useful life.

When we lease equipment under an operating lease, we recognize the underlying asset at cost and depreciate it on a straight-line bases over

its estimated useful life.

We estimate that the useful life for most information technology (“IT”) equipment under lease is 4 years .

FOREIGN CURRENCY TRANSLATION — Our functional currency is the US dollar.

Our international subsidiaries typically use their local currency as their functional currency.

FOREIGN CURRENCY MATTERS — Our functional currency is the US dollar.

Our international subsidiaries typically use their local currency as their

functional currency.

We translate the assets and liabilities of our international subsidiaries into US dollars at the spot rate in effect at the applicable reporting date.

We translate the revenues and expenses of our international subsidiaries into US dollars at the average exchange rates in effect during the applicable period.

We report the resulting foreign currency translation adjustment as accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity.

We translate the revenues and expenses of our international subsidiaries

into US dollars at the average exchange rates in effect during the applicable period.

We report the resulting foreign currency translation adjustment as accumulated other comprehensive income (loss), which is reflected as a separate component of

stockholders’ equity.

We report all foreign currency transaction gains or losses in other income (expense) on our consolidated statement of operations.

We recognized a gain of $ 0.5 million, a loss of $ 0.4 million, and a gain of $ 0.4 million due to foreign currency translations for the years ended March 31, 2021, 2020, and 2019, respectively.

GOODWILL — We test goodwill for impairment on an annual basis, as of October 1, 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 amount.

In a qualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill.

If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test.

We may also elect the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

For the years ended March 31, 2022, 2021, and 2020, we recognized a loss of $ 0.5 million, a gain of $ 0.5 million,

and a loss of $ 0.4 million, respectively, due to foreign currency transactions.

GOODWILL — We test goodwill for impairment on an annual basis, as of October 1, 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 amount.

In a qualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50

percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill.

If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a

reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit

is less than its carrying amount, then we perform the quantitative goodwill impairment test.

We may also elect the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing

the quantitative goodwill impairment test.

In the quantitative impairment test, we compare the fair value of a reporting unit with its carrying amount, including goodwill.

If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired.

Conversely, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

IMPLEMENTATION COSTS OF A HOSTING ARRANGEMENT- We capitalize implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

We classify these capitalized costs in the same balance sheet line item as the amounts prepaid for the related hosting arrangement and we present the amortization of these capitalized costs in the same income statement line item as the service fees for the related hosting arrangement.

If the fair value

of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired.

Conversely, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal

to that excess, limited to the total amount of goodwill allocated to that reporting unit.

IMPLEMENTATION COSTS OF A HOSTING ARRANGEMENT- We capitalize implementation costs incurred in a hosting arrangement that is a service contract with

the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

We classify these capitalized costs in the same balance sheet line item as the amounts prepaid for the related hosting arrangement and we

present the amortization of these capitalized costs in the same income statement line item as the service fees for the related hosting arrangement.

Our long-term prepaids are included in our consolidated balance sheets as part of property,

equipment, and other assets.

We amortize the capitalized implementation costs over the term of the hosting arrangement.

INCOME TAXES — Deferred income taxes are accounted for in accordance with Codification Topic 740 Income Taxes (“Codification Topic 740”).

Under this method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement reporting and tax bases of assets and liabilities, using tax rates currently in effect.

Under this method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement reporting and tax

bases of assets and liabilities, using tax rates currently in effect.

Future tax benefits, such as net operating loss carry-forwards, are recognized to the extent that realization of these benefits is considered to be more likely than not.

We review our deferred tax assets at least annually and make necessary valuation adjustments.

review our deferred tax assets at least annually and make necessary valuation adjustments.

In addition, we account for uncertain tax positions in accordance with Codification Topic 740.

Specifically, the Topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The interpretation also provides guidance on the related de-recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions.

In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense.

Specifically, the Topic prescribes a recognition

threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The interpretation also provides guidance on the related de-recognition,

classification, interest and penalties, accounting for interim periods, disclosure, and transition of uncertain tax positions.

In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax

benefits as a component of tax expense.

INVENTORIES — Inventories are stated at the lower of cost and net realizable value.

Cost is determined using a weighted average cost method.

Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

Our determination of the net realizable value for inventories is based on the terms of underlying purchase commitments from our customers, current economic conditions including the impact of COVID-19, and other relevant factors.

realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

Our determination of the net realizable value for inventories is based on the

terms of underlying purchase commitments from our customers, current economic conditions including the impact of COVID-19, and other relevant factors.

LESSEE ACCOUNTING — We lease office space for periods up to 6 years.

At the lease commencement date, we recognize operating lease liabilities based on the present value of the future minimum lease payments.

In determining the present value of future minimum lease payments, we use our incremental borrowing rate based on the information available at the commencement date.

When the future minimum payments encompass non-lease components, we account for the lease and non-lease components as a single lease component.

In determining the present value of

future minimum lease payments, we use our incremental borrowing rate based on the information available at the commencement date.

When the future minimum payments encompass non-lease components, we account for the lease and non-lease components

as a single lease component.

We elected not to recognize right-of-use assets and lease liabilities for leases with an initial term of 12 months or less.

We recognize lease expense on a straight-line basis over the lease term beginning on the commencement date.

We recognize lease expense on a straight-line basis over the lease term beginning on the

commencement date.

PROPERTY AND EQUIPMENT — Property and equipment are stated at cost, net of accumulated depreciation and amortization.

We recognize property and equipment obtained through a business combination at its fair market value as of the acquisition date.

We compute depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years .

We typically depreciate internal use IT equipment over three years , perpetual software licenses over five years , furniture and fixtures over five years , and telecommunications equipment over seven years .

RESIDUAL ASSETS — Our estimate for the residual asset in a lease is the amount we expect to derive from the underlying asset following the end of the lease term.

We recognize property and

equipment obtained through a business combination at its fair market value as of the acquisition date.

We compute depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range

from three to seven years .

We typically depreciate internal use IT equipment over three years , perpetual software licenses over five years , furniture and fixtures over five years ,

and telecommunications equipment over seven years .

RESIDUAL ASSETS — Our estimate for the residual asset in a lease is the amount we expect to derive from the underlying asset following the end of

the lease term.

In a sales-type lease, we recognize the unguaranteed residual asset, measured on a discounted basis, upon lease commencement.

In our subsequent accounting for the lease, we increase the unguaranteed residual asset using the effective interest method.

In our subsequent accounting for the lease, we increase the unguaranteed residual asset using the

effective interest method.

We evaluate residual values for impairment on a quarterly basis.

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We do not recognize upward adjustments due to changes in estimates of residual values.

REVENUE RECOGNITION — We recognize most of our revenues from the sales of third-party products, third-party software, third-party maintenance, software support, and services, e Plus professional and managed services, and hosting e Plus proprietary software.

REVENUE RECOGNITION — We recognize most of our revenues from the sales of third-party products, third-party software, third-party maintenance,

software support, and services, e Plus professional and managed services, and hosting e Plus proprietary software.

We recognize revenue from these sales under the guidance in Codification Topic 606.

The core principle of Codification Topic 606 is that an entity should recognize revenue for the transfer of goods and services equal to an amount it expects to be entitled to receive for those goods and services.

We account for a contract under Codification Topic 606 when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of consideration is probable.

Revenues are reported net of sales refunds, including an estimate of future returns based on an evaluation of historical sales returns, current economic conditions, volume, and other relevant factors.

The core principle of Codification Topic 606 is that an entity should recognize revenue for the transfer of goods and services equal to an amount

it expects to be entitled to receive for those goods and services.

We account for a contract under Codification Topic 606 when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are

established, the contract has commercial substance, and collectability of consideration is probable.

Revenues are reported net of sales refunds, including an estimate of future returns based on an evaluation of historical sales returns, current

economic conditions, volume, and other relevant factors.

Our contracts with customers may include multiple promises that are distinct performance obligations.

For such arrangements, we allocate the transaction price to each performance obligation based on its relative standalone selling price.

For such arrangements, we allocate the

transaction price to each performance obligation based on its relative standalone selling price.

We determine standalone selling prices using expected cost-plus margin.

We recognize revenue when (or as) we satisfy a performance obligation by transferring a promised good or service to a customer.

A good or service is transferred when (or as) the customer obtains control of that good or service.

A good or service

is transferred when (or as) the customer obtains control of that good or service.

Depending on the nature of each performance obligation, this may be at a point in time or over time, as further described below.

We typically invoice our customers for third-party products upon shipment, unless our customers lease the equipment through our financing segment, in which case the arrangement is accounted for as a lease in accordance with Codification Topic 842, Leases ("Codification Topic 842").

We typically invoice our customers for third-party software upon delivery and third-party services at the point of sale, unless our customers finance these products through our financing segment, in which case we record a financing receivable based on the terms of the arrangement.

We typically invoice our customers for third-party products upon shipment, unless our customers lease the equipment through our financing segment,

in which case the arrangement is accounted for as a lease in accordance with Codification Topic 842, Leases (“Codification Topic 842”).

invoice our customers for third-party software upon delivery and third-party services at the point of sale, unless our customers finance these products through our financing segment, in which case we record a financing receivable based on the

terms of the arrangement.

Product revenue

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We are the principal in sales of third-party products.

As such, we recognize sales on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recognized as cost of sales.

As such, we recognize sales on a gross basis with the selling price to the customer recorded

as sales and the acquisition cost of the product recognized as cost of sales.

We recognize revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the product to the customer.

In some instances, our customers may request that we bill them for a product but retain physical possession of the product until later delivery, commonly known as “bill-and-hold” arrangements.

In these transactions, we recognize revenue when the customer has signed a bill-and-hold agreement with us, the product is identified separately as belonging to the customer and, when orders include configuration, such configuration is complete, and the product is ready for delivery to the customer.

We recognize sales of off-lease equipment within our financing segment when control passes to the customer, which is typically the date that title to the equipment is transferred per the sales agreement.

In some instances, our customers may request that we bill them for a product but retain physical possession of the product until later delivery,

commonly known as “bill-and-hold” arrangements.

We have warehousing agreements with select customers wherein title to products ordered through the agreements transfers to our customer at the point we invoice the customer and after the product

arrives at our warehouse.

In these “bill-and-hold” arrangements, we recognize revenue when the customer has ordered the product through their warehousing agreement with us or signed a bill-and-hold agreement with us, the product is identified

separately as belonging to the customer, and the product is ready for delivery to the customer.

We recognize sales of off-lease equipment within our financing segment when control passes to the customer, which is typically the date that title

to the equipment is transferred per the sales agreement.

Sales of third-party software

We are typically the principal in sales of third-party software.

Sales are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recognized as cost of sales.

We recognize revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the software to the customer.

Sales are recognized on a gross basis with the selling price to the customer

recorded as sales and the acquisition cost of the product recognized as cost of sales.

We recognize revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the software to the

Sales of third-party maintenance, software support, and services

We are the agent in sales of third-party maintenance, software support, and services as the third-party controls the service until it is transferred to the customer.

We are the agent in sales of third-party maintenance, software support, and services as the third-party controls the service until it is

transferred to the customer.

Similarly, we are the agent in sales of third-party software and accompanying third-party support when the third-party software benefits the customer only in conjunction with the accompanying support.

In these sales, we consider the third-party software and support as inputs to a single performance obligation.

In all these sales where we are the agent, we recognize sales on a net basis at the point that our customer and vendor accept the terms and conditions of the arrangement.

In these sales,

we consider the third-party software and support as inputs to a single performance obligation.

In all these sales where we are the agent, we recognize sales on a net basis at the point that our customer and vendor accept the terms and conditions

of the arrangement.

Freight and sales tax

We present freight billed to our customers within sales and the related freight charged to us within cost of sales.

We present sales tax collected from customers and remittances to governmental authorities on a net basis.

We present sales tax collected

from customers and remittances to governmental authorities on a net basis.

Financing revenue and other

We account for leases to customers in accordance with Codification Topic 842.

We utilize a portfolio approach by grouping together many similar assets being leased to a single customer.

We utilize a portfolio approach by grouping together many similar

assets being leased to a single customer.

We classify our leases as either sales-type leases or operating leases.

We classify leases as sales-type leases if any one of five criteria are met, each of which indicate that the lease transfers control of the underlying asset to the lessee.

We classify leases as sales-type leases if any one of five criteria are

met, each of which indicate that the lease transfers control of the underlying asset to the lessee.

We classify our other leases as operating leases.

For sales-type leases, upon lease commencement, we recognize the present value of the lease payments and the residual asset discounted using the rate implicit in the lease.

For sales-type leases, upon lease commencement, we recognize the present value of the lease payments and the residual asset discounted using the

rate implicit in the lease.

When we are financing equipment provided by another dealer, we typically do not have any selling profit or loss arising from the lease.

When we are the dealer of the equipment being leased, we typically recognize revenue in the amount of the lease receivable and cost of sales in the amount of the carrying value of the underlying asset minus the unguaranteed residual asset.

After the commencement date, we recognize interest income as part of net sales using the effective interest method.

When we are the dealer of the equipment being leased, we typically recognize

revenue in the amount of the lease receivable and cost of sales in the amount of the carrying value of the underlying asset minus the unguaranteed residual asset.

After the commencement date, we recognize interest income as part of net sales

using the effective interest method.

For operating leases, we recognize the underlying asset as an operating lease asset.

We depreciate the asset on a straight-line basis to its estimated residual value over its estimated useful life.

We depreciate the asset on a straight-line basis to its

estimated residual value over its estimated useful life.

We recognize the lease payments over the lease term on a straight-line basis as part of net sales.

In all our leases, we recognize variable lease payments, primarily reimbursement for property taxes associated with the leased asset, as part of net sales in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.

In all our leases, we recognize variable lease payments, primarily reimbursement for property taxes associated with the leased asset, as part of

net sales in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.

We exclude from revenues and expenses any sales taxes reimbursed by the lessee.

We also finance third-party software and third-party services for our customers, which we classify as notes-receivable.

We recognize interest income on our notes-receivable using the effective interest method.

We recognize interest

income on our notes-receivable using the effective interest method.

We account for transfers of our financial assets, under Codification Topic 860 Transfers and Servicing (“Codification Topic 860”).

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Service revenue

Sales of e Plus professional, managed services, and staffing

e Plus professional services offerings include assessments, project management, and staging, configuration, and integration.

e Plus managed service offerings range from monitoring and notification to a fully outsourced network management solution.

e Plus staffing delivers a full range of staffing solutions, including short-term, long-term, temporary-to-hire, and direct-hire IT professionals.

Sales of ePlus professional, managed services, and staffing

e Plus professional services offerings include

assessments, project management, and staging, configuration, and integration.

e Plus managed service offerings range from monitoring and notification to a

fully outsourced network management or service desk solution.

e Plus staffing delivers a full range of staffing solutions, including short-term, long-term,

temporary-to-hire, and direct-hire IT professionals.

In all these arrangements, we satisfy our performance obligation and recognize revenue over time.

In arrangements for e Plus professional services and staffing, we provide services under both time and materials and fixed price contracts.

In arrangements for e Plus professional services and

staffing, we provide services under both time and materials and fixed price contracts.

When services are provided on a time and materials basis, we recognize sales at agreed-upon billing rates as services are performed.

When services are provided on a fixed fee basis, we recognize sales over time in proportion to our progress toward complete satisfaction of the performance obligation.

We typically measure progress based on costs incurred in proportion to total estimated costs, commonly referred to as the “cost-to-cost” method.

In arrangements for e Plus managed services, our arrangement is typically a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service).

We typically recognize sales from these services on a straight-line basis over the period services are provided.

When services are provided

on a fixed fee basis, we recognize sales over time in proportion to our progress toward complete satisfaction of the performance obligation.

We typically measure progress based on costs incurred in proportion to total estimated costs, commonly

referred to as the “cost-to-cost” method.

In arrangements for e Plus managed services, our

arrangement is typically a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service).

We typically recognize sales from

these services on a straight-line basis over the period services are provided.

SHARE-BASED COMPENSATION — We account for share-based compensation in accordance with Codification Topic 718 Compensation—Stock Compensation .

We recognize compensation cost for awards of restricted stock with graded vesting on a straight-line basis over the requisite service period.

We account for forfeitures when they occur.

account for forfeitures when they occur.

There are no additional conditions for vesting other than service conditions.

SOFTWARE DEVELOPMENT COSTS — We capitalize costs for the development of internal use software under the Codification Topic 350-40 Intangibles—Goodwill and Other Intangibles, Subtopic Internal-Use Software .

We capitalized development costs for internal use software of $ 0.2 million, $ 0.2 million and $ 2.5 million during the years ended March 31, 2021, 2020 and 2019, respectively.

We had capitalized costs, net of amortization, of approximately $ 3.4 million and $ 4.5 million at March 31, 2021, and March 31, 2020, respectively, that is included in the accompanying consolidated balance sheets as a component of other intangible assets-net.

TREASURY STOCK — We account for treasury stock under the cost method and include treasury stock as a component of stockholders’ equity on the accompanying consolidated balance sheets.

We did no t have significant capitalized development costs for internal use software for the year ended March 31, 2022.

We capitalized

development costs for internal use software of $ 0.2 million for both the years ended March 31, 2021 and March 31, 2020.

capitalized costs, net of amortization, of approximately $ 2.1 million and $ 3.4 million as of March 31, 2022, and March 31, 2021, respectively, that is included in the accompanying consolidated balance sheets as a component of other intangible assets-net.

TREASURY STOCK — We account for treasury stock under the cost method and include treasury stock as a component of stockholders’ equity on the

accompanying consolidated balance sheets.

VENDOR CONSIDERATION — We receive payments and credits from vendors pursuant to volume incentive programs and shared marketing expense programs.

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Different programs have different vendor/program specific milestones to achieve.

Amounts due from vendors as of March 31, 2021, and 2020 were $ 18.2 million and $ 20.8 million, respectively, which were included within accounts receivable-other, net in the accompanying balance sheets.

We recognize rebates pursuant to volume incentive programs, when the rebate is probable and reasonably estimable, based on a systematic and rational allocation of the cash consideration offered to the underlying transactions that result in our progress toward earning the rebate.

When a rebate is not probable or not reasonably estimable, we recognized the rebate as the milestones are achieved or as cash is received.

We recognize rebates pursuant to shared marketing expense programs as a reduction of the related selling and administrative expenses in the period the program occurs when the consideration represents a reimbursement of specific, incremental, identifiable costs.

Amounts due from vendors as of March 31, 2022, and 2021 were $ 12.9 million and $ 18.2 million,

respectively, which were included within accounts receivable-other, net in the accompanying balance sheets.

We recognize rebates pursuant to volume incentive programs, when the rebate is probable and reasonably estimable, based on a systematic and

rational allocation of the cash consideration offered to the underlying transactions that result in our progress toward earning the rebate.

When a rebate is not probable or not reasonably estimable, we recognized the rebate as the milestones are

achieved or as cash is received.

We recognize rebates pursuant to shared marketing expense programs as a reduction of the related selling and administrative expenses in the

period the program occurs when the consideration represents a reimbursement of specific, incremental, identifiable costs.

We recognize consideration that exceeds the specific, incremental, identifiable costs as a reduction of cost of sales.

RECENT ACCOUNTING PRONOUNCEMENTS

CREDIT LOSSES — We adopted ASU 2016-13 on April 1, 2020.

The amendments in this update replaced the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

Our adoption of this update, including the cumulative-effect adjustment to retained earnings, is not significant to our financial statements.

Refer to Note 7 , “Allowance for Credit Losses” for additional information.

CONTRACT BALANCES

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In addition, we had $ 47.5 million, $ 54.6 million, and $ 33.1 million of receivables from contracts with customers included within financing receivables as of March 31, 2022, 2021, and 2020, respectively.

The following table provides the balance of contract liabilities from contracts with customers (in thousands):

following table provides the balance of contract liabilities from contracts with customers (in thousands):

Current (included in deferred revenue)

Non-current (included in other liabilities)

Revenue recognized from the beginning contract liability balance was $ 42.2 million and $ 53.5 million for the fiscal year ended March 31, 2021, and 2020, respectively.

Revenue recognized from the beginning contract liability balance was $ 57.5 million and $ 42.2 million for the fiscal year ended March 31, 2022, and

2021, respectively.

PERFORMANCE OBLIGATIONS

The following table includes revenue expected to be recognized in the future related to performance obligations, primarily non-cancelable contracts for e Plus managed services, that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):

The following table includes revenue expected to be recognized in the future related to

performance obligations, primarily non-cancelable contracts for

e Plus managed services, that are unsatisfied or

partially unsatisfied at the end of the reporting period (in thousands):

Year ending March 31, 2023

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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.

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.

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 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.

Occasionally, 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 years ended March 31, 2021, and 2020 (in thousands):

Occasionally, our leases provide the lessee a bargain purchase

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 years ended March 31, 2022, and 2021 (in thousands):

Year Ended March 31 ,

Cost of sales

The following table provides interest income in aggregate on our sales-type leases and lease income on our operating leases for the years ended March 31, 2021 , and 2020 (in thousands) :

The following table provides interest income in aggregate on our sales-type leases and lease income on our

operating leases for the years ended March 31, 2022 , and 2021 (in thousands):

Year Ended March 31 ,

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Unguaranteed residual value (1)

Initial direct costs, net of amortization

Unearned income

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March 31, 2021

Minimum payments

Estimated unguaranteed residual value (1)

Gross receivables

Unguaranteed residual value (1)

Initial direct costs, net of amortization

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Allowance for credit losses (2)

Includes unguaranteed residual values of $ 14,972 thousand for sales type leases, which have been sold and accounted for as sale s .

Includes unguaranteed residual values of $ 9,453 thousand that we retained after selling the related lease receivable.

Refer to Note 6 , “Allowance for Credit Losses” for details.

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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):

The components of the operating leases—net are as

follows (in thousands):

March 31, 2022

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Investment in operating lease equipment—net (1)

Amounts include estimated unguaranteed residual values of $ 2.5 million and $ 3.1 million as of March 31, 2021 , and 2020 , respectively.

Amounts include estimated unguaranteed

residual values of $ 1.7 million and $ 2.5

million as of March 31, 2022, and 2021, respectively.

The following table provides the future scheduled minimum lease rental payments for operating leases as of March 31, 2022 (in thousands):

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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 secured borrowings .

We enter into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements, which are accounted for as secured

For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable.

As of March 31, 2021, and March 31, 2020, we had financing receivables of $ 60.5 million and $ 34.6 million, respectively, and operating leases of $ 3.3 million and $ 6.7 million, respectively which were collateral for non-recourse notes payable.

As of March 31, 2022, and March 31,

2021, we had financing receivables of $ 21.1 million and $ 60.5 million, respectively, and operating leases of $ 2.0 million and $ 3.3 million, respectively which were collateral for non-recourse notes payable.

See Note 8 , “Notes Payable and Credit Facility.”

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.

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.

For the years ended March 31, 2022, 2021, and 2020, we recognized net gains of $ 18.2 million, $ 14.5 million, and $ 21.8 million, respectively, and total proceeds from these sales were $ 855.1 million, $ 364.0 million, and $ 593.7 million, respectively.

When we retain servicing obligations in transfers accounted for as sales, we allocate a portion of the proceeds to deferred revenues, which is recognized as we perform the services.

As of both March 31, 2021, and March 31, 2020, we had deferred revenue of $ 0.4 million for servicing obligations.

In a limited number of transfers accounted for as sales, we indemnified the assignee in the event that the lessee elects to early terminate the lease.

When we retain servicing obligations in transfers accounted for as sales, we allocate a portion of the proceeds to deferred revenues, which is recognized as we perform the

As of March 31, 2022, and March 31, 2021, we had deferred revenue of $ 0.5 million and $ 0.4 million, respectively, for servicing obligations.

In a limited number of transfers accounted for as sales, we indemnified the assignee in

the event that the lessee elects to early terminate the lease.

As of March 31, 2022 , our total potential liability that could result from these indemnities is immaterial.

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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.

As of March 31, 2022, and

2021, we had right-of-use assets of $ 6.9

million and $ 8.8 million, respectively.

recognize the current and long-term portions of our lease liability as part of other current liabilities and other liabilities , respectively.

As of March 31, 2022, and 2021, we had current lease liabilities of $ 3.6 million and $ 3.9 million, respectively, and long-term lease liabilities of $ 3.3 million and $ 5.0 million, respectively.

We recognized rent expense of $ 5.3 million and $ 6.1 million as part of selling, general, and administrative expenses during the years ended March 31, 2022 , and March 31, 2021 , respectively.

Supplemental information about the remaining lease terms and discount rates applied as of March 31, 2021 , and March 30, 2020 , are as follows:

Supplemental information about the remaining lease terms and discount

rates applied as of March 31, 2022 , and March 30, 2021 , are as

Year Ended March 31 ,

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Weighted average discount rate

The following table provides our future lease payments under our operating leases as of March 31, 2021 (in thousand s) :

The following table provides our future lease payments under our operating leases as of

March 31, 2022 (in thousand s):

Year ending March 31, 2023

2027 and thereafter

Total lease payments

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GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill for the years ended March 31, 2021, and March 31, 2020, respectively (in thousands):

March 31, 2021

March 31, 2020

The following table summarizes the changes in the carrying amount of goodwill for the years ended March 31, 2022, and March 31, 2021, respectively (in

Year ended March 31, 2022

Year ended March 31, 2021

Beginning balance

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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 March 31, 2021 , and March 31, 2020 , relates to our technology reportable segment, which we also determined to be one reporting unit.

The carrying value of goodwill was $ 126.6 and $ 118.1 million as of March 31, 2021 , and March 31, 2020 , respectively.

The increase in the balance during the year ended March 31, 2021 , is due to our acquisition of certain assets and liabilities of Systems Management and Planning, Inc.

(“SMP”) of $ 8.3 million and favorable changes in foreign currency translation of $ 0.2 million .

Refer to Note 16 , “Business Combinations” for details.

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 tests as of October 1, 2020 , and 2019 , 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.

During the fourth quarter of fiscal year 2020, we determined that the uncertainty associated with the economic environment stemming from the COVID-19 pandemic was a triggering event and we elected to perform a quantitative goodwill impairment test.

We concluded that the fair value of our technology reporting unit substantially exceeded its carrying value as of March 31, 2020.

Our conclusions would not be impacted by a ten percent change in our estimate of the fair value of the reporting unit.

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 March 31, 2022 , and March 31,

2021 , relates to our technology reportable segment, which we also determined to be one reporting unit.

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 tests as of October 1, 2021, and 2020 , 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.

We performed our last quantitative goodwill impairment test as of March 31, 2020.

At that time, we concluded that the fair value of our technology

reporting unit substantially exceeded its carrying value.

Our conclusions would not have been impacted by a ten percent change in our

estimate of the fair value of the reporting unit.

OTHER INTANGIBLE ASSETS

Our other intangible assets consist of the following at March 31, 2021, and March 31, 2020 (in thousands):

Our other intangible assets consist of the following as of March 31, 2022, and March 31, 2021 (in thousands):

March 31, 2022

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Customer relationships and other intangibles are generally amortized between 5 to 10 years.

Capitalized software development is generally amortized over 5 years.

The change in the gross carrying amount of other intangible asset is due to the addition of a customer relationship intangible asset of $ 14.3 million from our acquisition of SMP.

Refer to Note 16 , “Business Combinations” for details.

Total amortization expense for customer relationships & other intangible assets was $ 10.3 million, $ 9.4 million, and $ 7.9 million for the years ended March 31, 2021, 2020 and 2019, respectively.

The following table provides the future amortization expense for customer relationships & other intangible assets as of March 31, 2021 (in thousands):

Capitalized software development is generally

amortized over 5 years.

Total amortization expense for customer relationships and other intangible assets was $ 10.1 million, $ 10.3 million, and $ 9.4 million for the years ended March 31, 2022, 2021 and 2020, respectively.

The following table

provides the future amortization expense for customer relationships and other intangible assets as of March 31, 2022 (in thousands):

Year ending March 31, 2023

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Balance as of March 31, 2022

The following table provides our allowance for credit losses and minimum payments associated with our notes receivables and lease-related receivables disaggregated based on our impairment method as of March 31, 2020 (in thousand s):

March 31, 2020

Allowance for credit losses:

Ending balance:

collectively evaluated for impairment

Ending balance:

individually evaluated for impairment

Ending balance

Minimum payments:

Ending balance:

collectively evaluated for impairment

Ending balance:

individually evaluated for impairment

Ending balance

We evaluate our customers using an internally assigned credit quality rating (“CQR”).

The CQR categories of our financing receivables are:

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 1 %.

Loss rates in this

category are generally less than 1 %.

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 2 % to 10 %.

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.

This rating includes accounts that have marginal credit risk such that the customer’s ability to make repayment is impaired or may likely become

The loss rates in this category in the normal course are generally in the range of 10 % to 100 %.

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 thousand s):

The following table provides the

amortized cost basis of our financing receivables by CQR and by credit origination year as of March 31, 2022(in thousand s):

Amortized cost basis by origination year ending March 31 ,

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Total amortized cost (1)

Unguaranteed residual values of $ 9,453 thousand that we retained after selling the related lease receivable and initial direct costs of notes receivable of $ 425 thousand are excluded from amortized cost.

Transfers consist of receivables that have been transferred to third-party financial institutions on a non-recourse basis and receivables that are in the process of being transferred to third-party financial institutions.

Unguaranteed residual values of $ 6,424 thousand that we retained after selling the related lease

receivable is excluded from amortized cost.

Transfers consist of receivables that have

been transferred to third-party financial institutions on a non-recourse basis and receivables that are in the process of being transferred to third-party financial institutions.

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

Amortized cost basis by origination year ending March 31 ,

Notes receivable:

Lease receivables:

Total amortized cost (1)

Unguaranteed residual values of $ 9,453 thousand that we retained after selling the related lease

receivable and initial direct costs of notes receivable of $ 425 thousand are excluded from amortized cost.

Transfers consist of receivables that have

been transferred to third-party financial institutions on a non-recourse basis and receivables that are in the process of being transferred to third-party financial institutions.

The following table provides an aging analysis of our financing receivables as of March 31, 2022

(in thousands):

Notes receivable

Lease receivables

The following table provides an aging analysis of our financing receivables as of March 31, 2021 (in thousands):

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Lease receivables

The following table provides an aging analysis of our lease receivables by CQR as of March 31, 2020 (in thousand s):

The following table provides an aging analysis of our notes receivable by CQR as of March 31, 2020 (in thousand s):

Our financial assets on nonaccrual status were not significant as of March 31, 2022 and March 31, 2021.

PROPERTY, EQUIPMENT, AND OTHER ASSETS AND LIABILITIES

PROPERTY AND EQUIPMENT —NET

Property and equipment—net consists of the following (in thousands):

Property and equipment—net is a component of Property, equipment, and other assets.

Our balance consists of the following (in thousands):

Furniture, fixtures and equipment

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Property and equipment - net

For the years ended March 31, 2021, 2020 and 2019, depreciation and amortization expense on property and equipment, including amounts recognized in cost of sales, was $ 5.4 million, $ 4.8 million, and $ 4.7 million, respectively.

OTHER ASSETS AND LIABILITIES

Our property, equipment, other assets and liabilities consist of the following (in thousand s):

Other current assets:

Deposits & funds held in escrow

Prepaid assets

Property, equipment and other assets :

Property and equipment, net

Deferred costs - non-current

Right-of-use assets

Other current liabilities :

Accrued expenses

Accrued income taxes payable

Contingent consideration - current

Short-term lease liability

Other liabilities :

Deferred revenue - non-current

Long-term lease liability

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 were placed in escrow and were released during the current fiscal year upon payment of outstanding invoices related to the underlying financing arrangements that were sold.

Depreciation and amortization expense on property and equipment, including amounts recognized in cost of sales, was $ 5.4 million for both the years ended March 31, 2022 and March 31, 2021, and $ 4.8 million for the year ended March 31, 2020.

NOTES PAYABLE AND CREDIT FACILITY

CREDIT FACILITY

Within our technology segment, e Plus Technology, inc.

and certain of its subsidiaries finance their operations with funds generated from operations, and with a credit facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”) .

This facility provides short-term capital for our technology segment.

There are two components of the WFCDF credit facility:

(1) a floor plan component and (2) an accounts receivable component.

Under the floor plan component, we had outstanding balances of $ 98.7 million and $ 127.4 million as of March 31, 2021, and March 31, 2020, respectively, and are presented as accounts payable – floorplan.

The fair value of the outstanding balance under the credit facility was equal to its carrying value as of March 31, 2021, and March 31, 2020.

On May 18, 2020, we executed an amendment to the WFCDF credit facility that increased the aggregate limit of the two components, except during a temporary uplift, to $ 275 million.

Additionally, we have an election to temporarily increase the aggregate limit to $ 350 million for a period of not less than 30 days, provided that all such periods shall not exceed 150 days in the aggregate in any calendar year.

Further, the amendment increased the limit on the accounts receivable component of the WFCDF credit facility to $ 100 million, changed the interest rate to two percent ( 2.00 %) plus the greater of one month LIBOR or seventy-five hundredths of one percent ( 0.75 % ), and modified certain restrictions on e Plus Technology, inc.’s ability to pay dividends to e Plus inc .

As of March 31, 2021, the limit of the two components of the credit facility was $ 275 million, and the accounts receivable component had a sub-limit of $ 100 million.

Our borrowing availability under the credit facility varies based upon the value of the receivables and inventory of e Plus Technology, inc., and certain of its subsidiaries.

Under the accounts receivable component, we had no outstanding balance as of March 31, 2021 and $ 35 million outstanding as of March 31, 2020.

The accounts receivable component is presented as recourse notes payable – current .

The WFCDF credit facility is secured by the assets of e Plus Technology, inc.

and certain of its subsidiaries.

Additionally, the credit facility requires a guaranty of $ 10.5 million by e Plus inc.

The credit facility restricts the ability of e Plus Technology, inc.

and certain of its subsidiaries to pay dividends to e Plus inc.

unless their available borrowing meets certain thresholds.

As of March 31, 2021, their available borrowing met the threshold such that there were no restricted net assets of ePlus Technology, inc.

The credit facility requires that financial statements of e Plus Technology, inc.

and certain of its subsidiaries be provided within 45 days of each quarter and 90 days of each fiscal year end and requires that other operational reports be provided on a regular basis.

Either party may terminate with 90 days’ advance notice.

The loss of the WFCDF 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.

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 $ 145.3 million and $ 98.7 million as of March 31, 2022 , and March

31, 2021 , respectively.

On our balance sheet, our liability under the floor plan facility is presented as accounts payable – floor plan .

We did no t have an outstanding balance under the

revolving credit facility as of March 31, 2022, or March 31, 2021.

The fair value of the outstanding balances under the WFCDF credit facility were approximately equal to their carrying value as of March 31, 2022, 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 %.

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

unless their available borrowing meets or met certain thresholds.

As of March 31, 2022, 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 .

The credit facility requires that financial statements of ePlus Technology, inc.

and certain of its subsidiaries be provided within 45 days of each quarter and 90 days of

each fiscal year end and requires that other operational reports be provided on a regular basis.

Either party may terminate with 90

days’ advance notice.

The loss of the WFCDF 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.

RECOURSE NOTES PAYABLE

Recourse notes payable consist of borrowings that, in the event of default, the lender has recourse against us in addition to the assets serving as collateral.

We had $ 18.1 million and $ 2.3 million as of March 31, 2021 and March 31, 2020, respectively in recourse borrowings that were collateralized by investments in notes receivable and leases.

Our principal and interest payments are generally due periodically at the same time payments are due from the customer under the leases or notes receivable that collateralize the notes payable.

The weighted average interest rate for these borrowings was 3.50 % as of March 31, 2021 and 2.55 % as of March 31, 2020.

Recourse notes payable consist of borrowings that, in the event of default, the lender

has recourse against us.

As of March 31, 2022 , and 2021 we had $ 13.1 million and $ 18.1 million, respectively, in recourse borrowings 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 % as of both March 31, 2022 , and 2021 .

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 March 31, 2021, and March 31, 2020, we had $ 56.1 million and $ 35.5 million, respectively, of non-recourse borrowings that were collateralized by investments in notes and leases.

Principal and interest payments are generally due periodically 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.

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 March 31, 2022 , and March 31,

2021 , we had $ 21.2 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 periodically 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 3.59 % and 3.35 % , as of March 31, 2022 , and March 31, 2021 , respectively.

COMMITMENTS AND CONTINGENCIES

Our recourse and non-recourse notes payable as of March 31, 2022 mature as follows:

Recourse notes

notes payable

Year ended March 31, 2023

Total maturities

C OMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business.

The ultimate amount of liability and expenses, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity.

In addition, the ultimate outcome of any litigation is uncertain.

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 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 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 our expectations, our financial condition and operating results for that period may 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 us in the future, and these matters could relate to prior, current or future transactions or events.

We cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the

future, and these matters could relate to prior, current, or future transactions or events.

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net earnings attributable to common shares by the weighted average number of common shares outstanding for the period.

Basic earnings per share is computed by dividing net earnings attributable to common shares by the weighted average number of common shares outstanding

for the period.

Diluted net earnings per share include the potential dilution of securities that could participate in our earnings, but not securities that are anti-dilutive.

The following table provides a reconciliation of the numerators and denominators used to calculate basic and diluted net earnings per common share as disclosed in our consolidated statements of operations for the fiscal years ended March 31, 2021, 2020 and 2019 (in thousands, except per share data).

The following table provides a reconciliation of the numerators and denominators used to calculate basic and diluted net earnings per common share as

disclosed in our consolidated statements of operations for the fiscal years ended March 31, 2022, 2021 and 2020 (in thousands, except

per share data):

Net earnings attributable to common shareholders - basic and diluted

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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 May 24, 2019, our board of directors authorized the repurchase up to 500,000 shares of our outstanding common stock over a 12-month period beginning on May 28, 2019 through May 27, 2020.

On May 20, 2020, our board of directors authorized the repurchase of up to 500,000 shares of our outstanding common stock over a 12-month period beginning May 28, 2020 and ending on May 27, 2021.

On March 18, 2021, our board of directors authorized the repurchase of up to 500,000 shares of our outstanding common stock over a 12-month period beginning May 28, 2021 and ending on May 27, 2022.

On March 24, 2022, our board of directors authorized the repurchase of up to 1,000,000 shares of our outstanding common stock, over a 12-month

period beginning May 28, 2022.

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, adjusted for the stock split, over a 12-month period beginning May 28, 2020 .

These plans authorized purchases to 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 year ended March 31, 2021, we purchased 59,101 shares of our outstanding common stock at an average cost of $ 71.83 per share for a total purchase price of $ 4.2 million under the share repurchase plan;

we also acquired 37,640 shares of common stock at a value of $ 2.7 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock.

During the year ended March 31, 2020, we purchased 161,976 shares of our outstanding common stock at an average cost of $ 70.39 per share for a total purchase price of $ 11.4 million under the share repurchase plan.

We also acquired 41,817 shares of common stock at a value of $ 3.0 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock.

repurchased shares will have the status of treasury shares and may be used, when needed, for general corporate purposes.

During the year ended March 31, 2022, retroactively adjusted for the stock split, we purchased 227,990 shares of our outstanding common stock at an average cost of $ 48.48

per share for a total purchase price of $ 11.1 million under the share repurchase plan;

we also acquired 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 year ended March 31, 2021, retroactively adjusted for the stock split, we purchased 118,202 shares of our outstanding common stock at an average cost of $ 35.92

per share for a total purchase price of $ 4.2 million under the share repurchase plan;

we also acquired 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.

SHARE-BASED COMPENSATION

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In each of the years ended March 31, 2022, 2021 and 2020 , we issued share-based payment awards and had outstanding share-based payment awards under the following plans:

(1) the 2012 Employee Long-Term Incentive Plan (“2012 Employee LTIP”), and (2) the 2017 Non-Employee Director Long-Term Incentive Plan (“2017 Director LTIP”).

2012 Employee LTIP

( 1 ) the 2012 Employee Long-Term Incentive Plan (“ 2012

Employee LTIP”), and ( 2 ) the 2017 Non-Employee Director Long-Term Incentive Plan (“ 2017 Director LTIP”).

On September 16, 2021 , our shareholders approved the 2021 Employee Long-Term Incentive Plan (“ 2021 Employee LTIP”).

Employee LTIP is effective October 1, 2021 and replaces the 2012 Employee LTIP.

Beginning September

16, 2021 , we permanently ceased issuing any additional shares under the 2012 Employee LTIP.

2012 Employee LTIP and 2021 Employee LTIP

On September 16, 2021, our stockholders approved the 2021 Employee LTIP that was adopted by the Board on July 21, 2021.

Under the 2012 Employee LTIP, 1,500,000 shares were authorized for grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, or other share-based awards to e Plus employees.

The purpose of the 2012 Employee LTIP is to encourage our employees to acquire a proprietary interest in the growth and performance of e Plus, thus enhancing the value of e Plus for the benefit of its stockholders, and to enhance our ability to attract and retain exceptionally qualified individuals.

The 2012 Employee LTIP is administered by the Compensation Committee.

Shares issuable under the 2012 Employee LTIP may consist of authorized but unissued shares or shares held in our treasury.

Shares under the 2012 Employee LTIP will not be used to compensate our outside directors, who may be compensated under the separate 2017 Director LTIP, as discussed below.

Under the 2012 Employee LTIP, the Compensation Committee will determine the time and method of exercise or vesting of the awards.

Under the 2021 Employee LTIP, 3,000,000 shares, retroactively adjusted for the stock split, were authorized for grant of incentive stock options, nonqualified stock options, stock

appreciation rights, restricted stock, restricted stock units, performance awards, or other share-based awards to ePlus employees.

On September 13, 2012, our stockholders approved the 2012 Employee LTIP that was adopted by the Board on July 10, 2012.

Under the 2012 Employee LTIP, 3,000,000 shares, retroactively adjusted to reflect the stock split, were authorized for grant of incentive stock options, nonqualified stock options,

stock appreciation rights, restricted stock, restricted stock units, performance awards, or other share-based awards to ePlus employees.

The purpose of these plans is to encourage our employees to acquire a proprietary interest in the growth and performance of ePlus, thus enhancing the

value of ePlus for the benefit of its stockholders, and to enhance our ability to attract and retain exceptionally qualified individuals.

These plans are administered by the Compensation Committee.

Shares issuable under these plans may consist of

authorized but unissued shares or shares held in our treasury.

Under these plans, the Compensation Committee will determine the time and method of exercise or vesting of the awards.

Shares under these plans will not be used to compensate our outside

directors, who may be compensated under the separate 2017 Director LTIP, as discussed below.

2017 Director LTIP

On September 12, 2017, our stockholders approved the 2017 Director LTIP that was adopted by the Board on July 24, 2017.

Under the 2017 Director LTIP, 150,000 shares were authorized for grant to non-employee directors.

The purpose of the 2017 Director LTIP is to align the economic interests of the directors with the interests of stockholders by including equity as a component of pay and to attract, motivate and retain experienced and knowledgeable directors.

Each director receives an annual grant of restricted stock having a grant-date fair value equal to the cash compensation earned by an outside director during our fiscal year ended immediately before the respective annual grant-date.

Directors may elect to receive their cash compensation in restricted stock.

These restricted shares are prohibited from being sold, transferred, assigned, pledged or otherwise encumbered or disposed of.

Under the 2017 Director LTIP, 300,000 shares, retroactively adjusted for the stock split, were authorized for grant to non-employee directors.

The purpose of the 2017 Director LTIP is

to align the economic interests of the directors with the interests of stockholders by including equity as a component of pay and to attract, motivate and retain experienced and knowledgeable directors.

Each director receives an annual grant of

restricted stock having a grant-date fair value equal to the cash compensation earned by an outside director during our fiscal year ended immediately before the respective annual grant-date.

These restricted shares are prohibited from being sold,

transferred, assigned, pledged, or otherwise encumbered or disposed of.

The shares vest half on the one-year anniversary and half on the second-year anniversary from the date of the grant.

In addition, each director may also elect to receive stock in lieu of their cash compensation.

received in lieu of cash vests immediately.

STOCK OPTION ACTIVITY

1 unchanged sentence

RESTRICTED STOCK ACTIVITY

During the year ended March 31, 2021, we granted 10,337 restricted shares under the 2017 Director LTIP and 89,873 restricted shares under the 2012 Employee LTIP.

Cumulatively, as of March 31, 2021, we granted a total of 33,580 restricted shares under the 2017 Director LTIP and 994,428 restricted shares under the 2012 Employee LTIP

A summary of the non-vested restricted shares for year ended March 31, 2021, as follows:

During the year ended March 31, 2022, we granted 14,316

restricted shares, adjusted for the stock split, under the 2017 Director LTIP and 155,722 restricted shares, adjusted for the stock split,

under the 2012 Employee LTIP, and no shares were granted under the 2021 Employee LTIP.

Cumulatively, as of March 31, 2022, we granted a total of 81,476

restricted shares, adjusted for the stock split, under the 2017 Director LTIP and 2,144,578 restricted shares, adjusted for the stock

split, under the 2012 Employee LTIP.

A summary of the non-vested restricted shares for year ended March 31, 2022, reflecting the stock split, is as follows:

Weighted Average

2 unchanged sentences

Nonvested March 31, 2022

In each of the years ended March 31, 2021, 2020 and 2019, we used the closing stock price on the grant date or, if the grant date falls on a date the stock was not traded, the previous day’s closing stock price for the fair value of the award.

In each of the years ended March 31, 2022, 2021 and 2020, we used the closing stock price on the grant date or, if the grant date falls on a date the

stock was not traded, the previous day’s closing stock price for the fair value of the award.

The weighted-average grant date fair value of restricted shares granted during the years ended March 31, 2022, 2021, and 2020 was $ 46.56 , $ 35.95 , and $ 36.47 , respectively.

1 unchanged sentence

Upon each vesting period of the restricted stock awards to employees, participants are subject to minimum tax withholding obligations.

The 2012 Employee LTIP and the 2017 Director LTIP allows us to withhold a sufficient number of shares due to the participant to satisfy their minimum tax withholding obligations.

For the year ended March 31, 2021, we withheld 37,640 shares of common stock, at a value of $ 2.7 million, which was included in treasury stock.

For the year ended March 31, 2020, we withheld 41,817 shares of common stock, at a value of $ 3.0 million, which was included in treasury stock.

Employee LTIP, the 2021 Employee LTIP, and the 2017 Director LTIP allows us to withhold a sufficient number of shares due to the participant to satisfy their minimum tax withholding obligations.

For the year ended March 31, 2022, we withheld 55,430 shares of common stock, adjusted for the stock split, at a value of $ 2.6 million, which was included in treasury stock.

For the year ended March 31, 2021, we withheld 75,280

shares of common stock, adjusted for the stock split, at a value of $ 2.7 million, which was included in treasury stock.

COMPENSATION EXPENSE

We recognize compensation cost for awards of restricted stock with graded vesting on a straight-line basis over the requisite service period.

We account for forfeitures when they occur.

account for forfeitures when they occur.

There are no additional conditions for vesting other than service conditions.

1 unchanged sentence

We recognized tax benefits related to share-based compensation of $ 2.0 million, $ 2.2 million, and $ 2.2 million for the years ended March 31, 2022, 2021, and 2020, respectively, which were included as a reduction to our provision for income taxes.

As of March 31, 2021, the total unrecognized compensation expense related to non-vested restricted stock was $ 8.2 million, which is expected to be recognized over a weighted-average period of 27 months.

March 31, 2022, the total unrecognized compensation expense related to non-vested restricted stock was $ 8.7 million, which is expected to

be recognized over a weighted-average period of 27 months.

We also provide our employees with a contributory 401 (k) profit sharing plan.

1 unchanged sentence

These contributions are not required.

The decision whether to make contributions is entirely within our discretion.

For the years ended March 31, 2021, 2020 and 2019, our employer contributions for the plan were approximately $ 3.0 million, $ 2.8 million, and $ 2.4 million, respectively.

The decision whether to make contributions is entirely within

our discretion.

For the years ended March 31, 2022, 2021 , and 2020 , we recognized expense for employer

contributions to the plan of $ 3.4 million, $ 3.0 million, and $ 2.8 million, respectively.

We account for our tax positions in accordance with Codification Topic 740.

Under the guidance, we evaluate uncertain tax positions based on the two-step approach.

The first step is to evaluate each uncertain tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in an audit, including resolution of related appeals or litigation processes, if any.

For tax positions that are not likely of being sustained upon audit, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon ultimate settlement.

Our total gross unrecognized tax benefits recorded for uncertain income tax, and interest and penalties thereon, were negligible as of March 31, 2021, and March 31, 2020.

We had no additions or reductions to our gross uncertain income tax positions during the year ended March 31, 2021.

Under the guidance, we evaluate uncertain tax positions based on the

two-step approach.

resolution of related appeals or litigation processes, if any.

For tax positions that are not likely of being sustained upon audit, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50 percent

likely of being realized upon ultimate settlement.

Our total gross unrecognized tax benefits recorded for uncertain income tax, and interest and penalties thereon, were negligible as of March 31, 2022,

and March 31, 2021.

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

We file income tax returns, including returns for our subsidiaries, with federal, state, local, and foreign jurisdictions.

Tax years 2018, 2019 and 2020 are subjected to examination by federal and state taxing authorities.

Tax years 2019, 2020, and

2021 are subjected to examination by federal and state taxing authorities.

Various state and local income tax returns are also under examination by taxing authorities.

We do not believe that the outcome of any examination will have a material impact on our financial statements.

A reconciliation of income taxes computed at the statutory federal income tax rate of 21.0% to the provision for income taxes included in the consolidated statements of operations is as follows (in thousands, except percentages):

We do not believe that the outcome of any examination will have a material impact

on our financial statements.

A reconciliation of income taxes computed at the statutory federal income tax rate of 21.0% to the provision for income taxes included in the

consolidated statements of operations is as follows (in thousands, except percentages):

Year Ended March 31,

Statutory federal income tax rate

Income tax expense computed at the U.S.

statutory federal rate

Effect of federal reduction of statutory rate

State income tax expense—net of federal benefit

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Total current expense

Total deferred expense (benefit)

Total deferred benefit

Provision for income taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets and liabilities were as follows (in thousands):

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Total deferred tax liabilities

Net deferred tax asset (liability)

On March 31, 2016, we established a deferred tax asset for state capital loss carryforwards which expired on March 31, 2021.

We believed that it was more likely than not that the benefit from this deferred tax asset would not be realized and a full valuation allowance was provided.

As the carryforward period for these state capital losses expired as of March 31, 2021, we reversed the deferred tax asset and valuation allowance.

Net deferred tax asset

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use

of the existing deferred tax assets.

As of March 31, 2022, we established a valuation allowance of $ 0.3 million, to offset gross deferred

tax assets primarily attributable to cumulative net operating losses at certain of the foreign subsidiaries and foreign tax credit carry forwards.

We believe that it is more likely than not that we will realize the remaining gross deferred tax assets

through generating taxable income or the reversal of existing temporary differences attributable to the gross deferred tax liabilities.

FAIR VALUE MEASUREMENTS

We account for the fair values of our assets and liabilities utilizing a three -tier value hierarchy, which prioritizes the inputs used in measuring fair value.

The following table provides the fair value of our assets and liabilities measured at fair value as categorized within the fair value hierarchy as of March 31, 2021, and March 31, 2020 (in thousand s):

We account for the fair values of our assets and liabilities utilizing a three-tier value hierarchy, which prioritizes the inputs used in measuring

The following table provides the fair value of our assets and liabilities measured at fair

value as categorized within the fair value hierarchy as of March 31, 2022, and March 31, 2021 (in thousand s):

Fair Value Measurement Using

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Money market funds

Contingent consideration

For the year ended March 31, 2021, we did no t record significant adjustments to our liability for contingent consideration arising from a past business combination.

In August 2020, we paid $ 219 thousand to fully satisfy the obligations of a contingent consideration arrangement.

During the year ended March 31, 2020 we recorded adjustments of $ 1.4 million to reflect increases in the fair value of our existing contingent consideration liabilities and paid $ 10.1 million to satisfy the obligations of our contingent consideration arrangements.

BUSINESS COMBINATIONS

SYSTEMS MANAGEMENT PLANNING (“SMP”)

On December 31, 2020, our subsidiary, e Plus Technology, inc., acquired certain assets and liabilities of SMP, an established provider of technology solutions and services in upstate New York and the Northeast.

On December 31, 2020, our subsidiary, e Plus 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 e Plus’ footprint across the region, broadens our technology solution offerings especially in the areas of collaboration and supporting virtual employees, and adds to e Plus’ 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):

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

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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.

ABS Technology

On August 23, 2019, our subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of Innovative Systems & Solutions, Inc.

(“ABS Technology”), a Virginia Beach, Virginia- headquartered solutions provider with deep expertise in managed services, networking, collaboration, and security solutions.

ABS Technology enhances ePlus’ existing solutions portfolio and market position in Richmond and southern Virginia.

Our sum of consideration transferred was $ 15.3 million consisting of $ 13.8 million paid in cash at closing plus $ 1.7 million that was paid primarily during the year ended March 31, 2020, upon the collection of certain accounts receivable, and less $ 0.2 million that was repaid to us in December 2019 due to a working capital adjustment.

Our allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousand s):

Acquisition Date

Accounts receivable

Identified intangible assets

Accounts payable and other current liabilities

Performance obligation

Total identifiable net assets

Total purchase consideration

The identified intangible assets of $ 5.7 million consist of customer relationships with an estimated useful life of seven years .

The fair value of acquired receivables equals the gross contractual amounts receivable.

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 $ 7.5 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, 2019, is not material.

SLAIT Consulting, LLC (SLAIT)

On January 18, 2019, our subsidiary, e Plus Technology, inc., acquired 100 % of the stock of SLAIT, Consulting, LLC (“SLAIT”), an IT consulting and solutions provider with a focus on security advisory and managed services, managed help desk, specialized IT, staffing, and data center solutions.

SLAIT is headquartered in Virginia Beach, Virginia and has locations in Richmond, Virginia, and Charlotte, North Carolina.

SLAIT provides consultative services in governance, risk management and compliance;

bespoke help desk and managed services solutions, and has relationships with fast-growing emerging vendors and related sales and engineering capabilities.

Our sum of consideration transferred is $ 50.0 million consisting of $ 50.7 million paid in cash at closing, less $ 1.0 million cash acquired, and plus a working capital adjustment of $ 0.3 million that we paid in May 2019.

Our allocation of the final purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):

Acquisition Date

Accounts receivable

Identified intangible assets

Accounts payable and other current liabilities

Performance obligation

Total identifiable net assets

Total purchase consideration

The identified intangible assets of $ 18.2 million consist of customer relationships with an estimated useful life of 10 years.

The fair value of acquired receivables equals the gross contractual amounts receivable.

We collected all acquired receivables.

We recognized goodwill related to this transaction of $ 34.3 million, which was assigned to our technology reporting unit.

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.

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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 reporting period ending March 31, 2019, as though the acquisition date had been April 1, 2018, is 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.

SEGMENT REPORTING

Our segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the chief operating decision-maker (“CODM”) for deciding how to allocate resources and for assessing performance.

Our segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the chief operating

decision-maker (“CODM”) for deciding how to allocate resources and for assessing performance.

Our CODM is our Chief Executive Officer and President.

Our CODM conducts our operations through two operating segments- our technology segment and our financing segment.

Our technology segment includes sales of information technology products, third-party software, third-party maintenance, advanced professional and managed services and our proprietary software to commercial, state and local governments, and government contractors.

Our financing segment consists of the financing of IT equipment, software and related services to commercial, state and local governments, and government contractors.

Our technology segment includes sales of information technology products, third-party software,

third-party maintenance, advanced professional and managed services and our proprietary software to commercial, state, and local governments, and government contractors.

Our financing segment consists of the financing of IT equipment, software and

related services to commercial, state, and local governments, and government contractors.

Our CODM uses several measures to allocate resources and assess performance.

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Cost of Sales

Total cost of sales

Selling, general, and administrative

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Operating income

Other income (expense)

Earnings before tax

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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 below (in thousands):

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 below (in thousands):

Year Ended March 31,

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Telecom, Media & Entertainment

Financial Services

State and local government and educational institutions

Financial Services

Revenue from financing and other

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Cisco Systems

Arista Networks

Juniper Networks

Arista Networks

Revenue from financing and other

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FINANCING SEGMENT DISAGGREGATION OF REVENUE

We analyze our revenues within our financing segment based on the nature of the arrangement, and our revenues from contracts with customers consist of proceeds from the sale of off-lease equipment.

We analyze our revenues within our financing segment based on the nature of the arrangement, and our revenues from contracts with customers consist of

proceeds from the sale of off-lease equipment.

GEOGRAPHIC INFORMATION

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Long-lived tangible assets:

Our long-lived tangible assets include property and equipment-net, operating leases-net, and equipment that has been returned to us at the termination of the lease.

Our long-lived tangible assets include property and equipment-net, operating leases-net, and equipment that has been returned to us at the termination

of the lease.

Sales to Verizon Communications Inc.

represented 19 % and 15 % of net sales for the year ended March 31, 2021 and March 31, 2020, all of which related to our technology segment.

Sales to no one customer exceeded 10% of net sales for the year ended March 31, 2019 .

represented 24 % , 19 % and 15 % of net sales for the years ended March 31, 2022, March 31, 2021 , and March 31, 2020 , respectively, all of which related to our technology segment.

AND SUBSIDIARIES

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures