EPLUS INC 10-Q

Item 1. Financial Statements e Plus inc. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) June 30, 2023 March 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 101,574 $ 103,093 Accounts receivable—trade, net 677,988 504,122 Accounts receivable—other, net 78,637 55,508 Inventories 244,331 243,286 Financing receivables—net, current 81,111 89,829 Deferred costs 45,408 44,191 Other current assets 47,084 55,101 Total current assets 1,276,133 1,095,130 Financing receivables and operating leases—net 120,664 84,417 Deferred tax asset 3,682 3,682 Property, equipment, and other assets 70,794 70,447 Goodwill 158,280 136,105 Other intangible assets—net 51,253 25,045 TOTAL ASSETS $ 1,680,806 $ 1,414,826 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Current liabilities: Accounts payable $ 351,384 $ 220,159 Accounts payable—floor plan 182,859 134,615 Salaries and commissions payable 41,144 37,336 Deferred revenue 118,976 114,028 Recourse notes payable—current 58,115 5,997 Non-recourse notes payable—current 17,742 24,819 Other current liabilities 30,566 24,372 Total current liabilities 800,786 561,326 Non-recourse notes payable - long-term 5,005 9,522 Deferred tax liability 717 715 Other liabilities 61,007 60,998 TOTAL LIABILITIES 867,515 632,561 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS’ EQUITY Preferred stock, $ 0.01 per share par value; 2,000 shares authorized; none outstanding - - Common stock, $ 0.01 per share par value; 50,000 shares authorized; 26,947 outstanding at June 30 , 2023 and 26,905 outstanding at March 31 , 2023 274 272 Additional paid-in capital 170,904 167,303 Treasury stock, at cost, 408 shares at June 30 , 2023 and 261 shares at March 31 , 2023 ( 21,451 ) ( 14,080 ) Retained earnings 661,049 627,202 Accumulated other comprehensive income—foreign currency translation adjustment 2,515 1,568 Total Stockholders’ Equity 813,291 782,265 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,680,806 $ 1,414,826 See Notes to Unaudited Consolidated Financial Statements. 5 Table of Contents e Plus inc. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended June 30, 2023 2022 Net sales Product $ 506,656 $ 395,250 Services 67,519 63,109 Total 574,175 458,359 Cost of sales Product 388,904 304,210 Services 42,998 40,626 Total 431,902 344,836 Gross profit 142,273 113,523 Selling, general, and administrative 90,298 76,767 Depreciation and amortization 4,792 3,210 Interest and financing costs 851 363 Operating expenses 95,941 80,340 Operating income 46,332 33,183 Other income (expense), net 190 ( 2,153 ) Earnings before tax 46,522 31,030 Provision for income taxes 12,675 8,691 Net earnings $ 33,847 $ 22,339 Net earnings per common share—basic $ 1.27 $ 0.84 Net earnings per common share—diluted $ 1.27 $ 0.84 Weighted average common shares outstanding—basic 26,552 26,513 Weighted average common shares outstanding—diluted 26,648 26,685 See Notes to Unaudited Consolidated Financial Statements. 6 Table of Contents e Plus inc. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Three Months Ended June 30, 2023 2022 NET EARNINGS $ 33,847 $ 22,339 OTHER COMPREHENSIVE INCOME, NET OF TAX: Foreign currency translation adjustments 947 ( 1,339 ) Other comprehensive income (loss) 947 ( 1,339 ) TOTAL COMPREHENSIVE INCOME $ 34,794 $ 21,000 See Notes to Unaudited Consolidated Financial Statements. 7 Table of Contents e Plus inc. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended June 30, 2023 2022 Cash flows from operating activities: Net earnings $ 33,847 $ 22,339 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 5,755 4,472 Provision for credit losses 478 698 Share-based compensation expense 2,205 1,773 Gain on disposal of property, equipment, and operating lease equipment ( 160 ) ( 224 ) Changes in: Accounts receivable ( 166,803 ) ( 53,556 ) Inventories-net 300 ( 92,678 ) Financing receivables—net ( 42,071 ) ( 20,574 ) Deferred costs and other assets 8,303 ( 4,177 ) Accounts payable-trade 124,948 30,376 Salaries and commissions payable, deferred revenue, and other liabilities 12,298 8,608 Net cash used in operating activities ( 20,900 ) ( 102,943 ) Cash flows from investing activities : Proceeds from sale of property, equipment, and operating lease equipment 196 85 Purchases of property, equipment and operating lease equipment ( 3,698 ) ( 1,777 ) Cash used in acquisitions, net of cash acquired ( 59,595 ) - Net cash used in investing activities ( 63,097 ) ( 1,692 ) Cash flows from financing activities: Borrowings of non-recourse and recourse notes payable 97,955 49,256 Repayments of non-recourse and recourse notes payable ( 41,573 ) ( 3,645 ) Proceeds from issuance of common stock 1,398 - Repurchase of common stock ( 7,465 ) ( 7,224 ) Net borrowings (repayments) on floor plan facility 32,290 ( 7,276 ) Net cash provided by financing activities 82,605 31,111 Effect of exchange rate changes on cash ( 127 ) 1,634 Net decrease in cash and cash equivalents ( 1,519 ) ( 71,890 ) Cash and cash equivalents, beginning of period 103,093 155,378 Cash and cash equivalents, end of period $ 101,574 $ 83,488 8 Table of Contents UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued (in thousands) Three Months Ended June 30, 2023 2022 S upplemental disclosures of cash flow information : Cash paid for interest $ 566 $ 341 Cash paid for income taxes $ 3,605 $ 7,532 Cash paid for amounts included in the measurement of lease liabilities $ 1,261 $ 1,226 S chedule of non-cash investing and financing activities : Proceeds from sale of property, equipment, and leased equipment $ 15 $ 183 Purchases of property, equipment, and operating lease equipment $ ( 200 ) $ ( 63 ) Borrowing of non-recourse and recourse notes payable $ - $ 7,267 Vesting of share-based compensation $ 8,483 $ 9,215 Repurchase of common stock $ ( 28 ) $ - New operating lease assets obtained in exchange for lease obligations $ 3,100 $ 34 See Notes to Unaudited Consolidated Financial Statements. 9 Table of Contents e Plus inc. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Three Months Ended June 30, 2023 Accumulated Additional Other Common Stock Paid-In Treasury Retained Comprehensive Shares Par Value Capital Stock Earnings Income Total Balance, March 31 , 2023 26,905 $ 272 $ 167,303 $ ( 14,080 ) $ 627,202 $ 1,568 $ 782,265 Issuance of restricted stock awards 153 2 ( 2 ) - - - - Issuance of common stock 36 - 1,398 - - - 1,398 Share-based compensation - - 2,205 - - - 2,205 Repurchase of common stock ( 147 ) - - ( 7,371 ) - - ( 7,371 ) Net earnings - - - - 33,847 - 33,847 Foreign currency translation adjustment - - - - - 947 947 Balance, June 30 , 2023 26,947 $ 274 $ 170,904 $ ( 21,451 ) $ 661,049 $ 2,515 $ 813,291 Three Months Ended June 30, 2022 Accumulated Additional Other Common Stock Paid-In Treasury Retained Comprehensive Shares Par Value Capital Stock Earnings Income Total Balance, March 31 , 2022 26,886 $ 270 $ 159,480 $ ( 6,734 ) $ 507,846 $ ( 124 ) $ 660,738 Issuance of restricted stock awards 135 1 - - - - 1 Share-based compensation - - 1,773 - - - 1,773 Repurchase of common stock ( 128 ) - - ( 7,224 ) - - ( 7,224 ) Net earnings - - - - 22,339 - 22,339 Foreign currency translation adjustment - - - - - ( 1,339 ) ( 1,339 ) Balance, June 30 , 2022 26,893 $ 271 $ 161,253 $ ( 13,958 ) $ 530,185 $ ( 1,463 ) $ 676,288 See Notes to Unaudited Consolidated Financial Statements. 10 Table of Contents e Plus inc. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS — Our company was founded in 1990 and is a Delaware corporation. ePlus inc. is sometimes referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” or “ePlus.” ePlus inc. is a holding company that through its subsidiaries provides IT solutions that enable organizations to optimize their IT environment and supply chain processes. We also provide consulting, professional services, managed services, and complete lifecycle management services including flexible financing solutions. We focus on selling to medium and large enterprises in the United States (“US”) and in select international markets including the United Kingdom (“UK”), the European Union (“EU”), India, Singapore, and Israel. BASIS OF PRESENTATION — The unaudited consolidated financial statements include the accounts of ePlus inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accounts of businesses acquired are included in the unaudited consolidated financial statements from the dates of acquisition. During the quarter ended June 30, 2023, we split our technology segment into new segments-- product, professional services, and managed services-- to provide our management the ability to better manage and allocate resources among the separate components of our technology business. Our professional services and managed services are a significant component of our growth and long-term strategic initiatives. Subsequently, we manage and report our operating results through four operating segments: product, professional services, managed services, and financing. For additional information, see Note 16, “Segment Reporting”. INTERIM FINANCIAL STATEMENTS — The unaudited consolidated financial statements for the three months ended June 30, 2023, and 2022, were prepared by us and include all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of our financial position, results of operations, changes in comprehensive income, and cash flows for such periods. Operating results for the three months ended June 30, 2023, and 2022, are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ended March 31, 2024, or any other future period. These unaudited consolidated financial statements do not include all disclosures required by the accounting principles generally accepted in the United States (“US GAAP”) for annual financial statements. Our audited consolidated financial statements are contained in our annual report on Form 10-K for the year ended March 31, 2023 (“2023 Annual Report”), which should be read in conjunction with these interim consolidated financial statements. USE OF ESTIMATES — The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual values, vendor consideration, lease classification, goodwill and intangible assets, allowance for credit losses, inventory obsolescence, and the recognition and measurement of income tax assets and other provisions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. CONCENTRATIONS OF RISK — A substantial portion of our sales are products from Cisco Systems, which were 45 % of our technology business net sales for the three months ended June 30, 2023, and 35 % for the three months ended June 30, 2022. SIGNIFICANT ACCOUNTING POLICIES — The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in our Consolidated Financial Statements for the year ended March 31, 2023, except for the changes provided in Note 2, “Recent Accounting Pronouncements.” 11 Table of Contents 2. RECENT ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS— In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This update requires buyers in a supplier finance program to disclose certain qualitative and quantitative information about the program. It is intended to provide information about an entity’s use of supplier finance programs and their effect on the entity’s working capital, liquidity, and cash flows. This update is effective for us beginning in the first quarter of our fiscal year ending March 31, 2024, except for a requirement to provide a roll forward of our obligations during the annual period, which is effective for us beginning in the first quarter of our fiscal year ending March 31, 2025. We adopted the standard during the first quarter of fiscal year ending March 31, 2024, as reflected in this Quarterly Report on Form 10-Q, except for the roll forward requirement, which will be adopted during the first quarter of fiscal year ending March 31, 2025. The adoption of the standard resulted in new disclosures only for amounts presented within Accounts payable – floor plan. For additional information on the new disclosures, see Note 8, “Notes Payable and Credit Facility”. 3. REVENUES CONTRACT BALANCES Accounts receivable – trade consists entirely of amounts due from contracts with customers. In addition, we had $ 58.5 million and $ 70.4 million of receivables from contracts with customers included within financing receivables as of June 30, 2023, and March 31, 2023, respectively. The following table provides the balance of contract liabilities from contracts with customers (in thousands): June 30, 2023 March 31, 2023 Current (included in deferred revenue) $ 118,646 $ 113,713 Non-current (included in other liabilities) $ 48,390 $ 47,217 Revenue recognized from the beginning contract liability balance was $ 30.9 million and $ 24.9 million for the three months ended June 30, 2023, and 2022, 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 thousand s): Remainder of the year ending March 31, 2024 $ 55,368 Year ending March 31, 2025 34,042 Year ending March 31, 2026 16,872 Year ending March 31, 2027 5,298 Year ending March 31, 2028 and thereafter 2,357 Total remaining performance obligations $ 113,937 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. 4. FINANCING RECEIVABLES AND OPERATING LEASES Our financing receivables and operating leases consist primarily of leases of IT and communication equipment and notes receivable from financing customer purchases of third -party software, maintenance, and services. Our leases often include elections for the lessee to purchase the underlying asset at the end of the lease term. Occasionally, our leases provide the lessee a bargain purchase option. 12 Table of Contents The following table provides the profit recognized for sales-type leases at their commencement date, including modifications that are recognized on a net basis, for the three months ended June 30, 2023, and 2022 (in thousands): Three months Ended June 30, 2023 2022 Net sales $ 7,623 $ 4,983 Cost of sales 7,391 4,067 Gross profit $ 232 $ 916 The following table provides interest income in aggregate on our sales-type leases and lease income on our operating leases for the three months ended June 30, 2023, and 2022 (in thousands): Three months Ended June 30, 2023 2022 Interest income on sales-type leases $ 1,362 $ 861 Lease income on operating leases $ 2,808 $ 4,582 FINANCING RECEIVABLES—NET The following tables provide a disaggregation of our financing receivables – net (in thousand s): Notes Lease Financing June 30 , 2023 Receivable Receivables Receivables Gross receivables $ 151,336 $ 60,660 $ 211,996 Unguaranteed residual value (1) - 8,348 8,348 Unearned income ( 14,278 ) ( 7,925 ) ( 22,203 ) Allowance for credit losses (2) ( 696 ) ( 936 ) ( 1,632 ) Total, net $ 136,362 $ 60,147 $ 196,509 Reported as: Current $ 49,674 $ 31,437 $ 81,111 Long-term 86,688 28,710 115,398 Total, net $ 136,362 $ 60,147 $ 196,509 (1) Includes unguaranteed residual values of $ 4,488 thousand that we retained after selling the related lease receivable. (2) Refer to Note 7, “Allowance for Credit Losses” for details. Notes Lease Financing March 31 , 2023 Receivable Receivables Receivables Gross receivables $ 117,008 $ 60,157 $ 177,165 Unguaranteed residual value (1) - 8,161 8,161 Unearned income ( 5,950 ) ( 8,050 ) ( 14,000 ) Allowance for credit losses (2) ( 801 ) ( 981 ) ( 1,782 ) Total, net $ 110,257 $ 59,287 $ 169,544 Reported as: Current $ 65,738 $ 24,091 $ 89,829 Long-term 44,519 35,196 79,715 Total, net $ 110,257 $ 59,287 $ 169,544 (1) Includes unguaranteed residual values of $ 4,222 thousand that we retained after selling the related lease receivable. (2) Refer to Note 7 , “Allowance for Credit Losses” for details. 13 Table of Contents OPERATING LEASES—NET Operating leases—net represents leases that do not qualify as sales-type leases. The components of the operating leases—net are as follows (in thousands): June 30, March 31, 2023 2023 Cost of equipment under operating leases $ 16,091 $ 15,301 Accumulated depreciation ( 10,825 ) ( 10,599 ) Investment in operating lease equipment—net (1) $ 5,266 $ 4,702 (1) Amounts include estimated unguaranteed residual values of $ 1,873 thousand and $ 1,717 thousand as of June 30, 2023, and March 31, 2023, respectively. TRANSFERS OF FINANCIAL ASSETS We enter into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements, which are accounted for as sales or secured borrowings. For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable. As of June 30, 2023, and March 31, 2023, we had financing receivables of $ 22.0 million and $ 35.7 million, respectively, and operating leases of $ 2.1 million and $ 2.5 million, respectively, which were collateral for non-recourse notes payable. See Note 8, “ Notes Payable and Credit Facility. ” For transfers accounted for as a sale, we derecognize the carrying value of the asset transferred plus any liability and recognize a net gain or loss on the sale, which are presented within net sales in the consolidated statement of operations. During the three months ended June 30, 2023, and 2022, we recognized net gains of $ 1.3 million and $ 1.8 million, respectively, and total proceeds from these sales were $ 61.4 million and $ 52.5 million, respectively. When we retain servicing obligations in transfers accounted for as sales, we allocate a portion of the proceeds to deferred revenue, which is recognized as we perform the services. As of June 30, 2023, and March 31, 2023, we had deferred revenue of $ 0.4 million and $ 0.5 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 June 30, 2023, and March 31, 2023, our total potential liability that could result from these indemnities is immaterial. 5. LESSEE ACCOUNTING We lease office space for periods up to six years and lease warehouse space for periods of up to 10 years, and we have some lease options that can be exercised to extend beyond those lease term limits. We recognize our right-of-use assets as part of property, equipment, and other assets. We recognize the current and long-term portions of our lease liability as part of other current liabilities and other liabilities, respectively. We recognized rent expense as part of selling, general and administrative expenses. We recognized rent expense of $ 1.5 million and $ 1.3 million for the three months ended June 30, 2023, and June 30, 2022, respectively. 6. GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL 14 Table of Contents The following table summarizes the changes in the carrying amount of goodwill for the three months ended June 30, 2023 (in thousand s): Technology Segment Product Professional Services Managed Services Total Balance March 31, 2023 Goodwill $ 144,778 $ - - - 144,778 Accumulated impairment losses ( 8,673 ) - - - ( 8,673 ) Net carrying amount $ 136,105 $ - $ - $ - $ 136,105 Reporting unit change ( 136,105 ) 106,497 19,712 9,896 - Acquisitions - 19,672 2,456 - 22,128 Impairment losses - - - - - Foreign currency translations - 37 7 3 47 Balance June 30 , 2023 Goodwill $ - $ 134,879 $ 22,175 $ 9,899 $ 166,953 Accumulated impairment losses - ( 6,787 ) ( 1,256 ) ( 630 ) ( 8,673 ) Net carrying amount $ - $ 128,092 $ 20,919 $ 9,269 $ 158,280 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. As of March 31, 2023, our entire balance related to our technology segment, which we had also determined to be one reporting unit. During the first quarter ended June 30, 2023, we separated our technology segment into three different reporting units: product, professional services, and managed services. As such, we allocated our goodwill and impairment losses to the reporting units affected using a relative fair value. The carrying value of goodwill was $ 158.3 million and $ 136.1 million as of June 30, 2023, and March 31, 2023, respectively. Our goodwill balance increased by $ 22.2 million over the three months ended June 30, 2023, due to $ 22.1 million in goodwill additions from our acquisition of Network Solutions Group (“NSG”), and from foreign currency translations of $0.1 million. Please refer to Note 15, “Business Combinations” for details of our acquisition. We test goodwill for impairment on an annual basis, as of the first day of our third fiscal quarter, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying value. In our annual test as of October 1, 2022, we performed a quantitative assessment of goodwill and concluded that the fair value of our technology reporting unit exceeded its carrying value. Our conclusions would not be impacted by a ten percent change in our estimate of the fair value of the reporting unit. OTHER INTANGIBLE ASSETS 15 Table of Contents Our other intangible assets consist of the following on June 30, 2023, and March 31, 2023 (in thousands): June 30, 2023 March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Purchased intangibles $ 115,463 $ ( 64,897 ) $ 50,566 $ 85,449 $ ( 61,376 ) $ 24,073 Capitalized software development 10,516 ( 9,829 ) 687 10,516 ( 9,544 ) 972 Total $ 125,979 $ ( 74,726 ) $ 51,253 $ 95,965 $ ( 70,920 ) $ 25,045 Purchased intangibles, consisting mainly of customer relationships, are generally amortized between 5 to 10 years. Capitalized software development is generally amortized over 5 years. Total amortization expense for customer relationships and other intangible assets was $ 3.5 million and $ 2.2 million for the three months ended June 30, 2023, and June 30, 2022, respectively . 7. ALLOWANCE FOR CREDIT LOSSES The following table provides the activity in our allowance for credit losses for the three months ended June 30, 2023, and 2022 (in thousands): Accounts Receivable Notes Receivable Lease Receivables Total Balance April 1, 2023 $ 2,572 $ 801 $ 981 $ 4,354 Provision for credit losses 629 ( 106 ) ( 45 ) 478 Write-offs and other ( 13 ) 1 - ( 12 ) Balance June 30 , 2023 $ 3,188 $ 696 $ 936 $ 4,820 Accounts Receivable Notes Receivable Lease Receivables Total Balance April 1, 2022 $ 2,411 $ 708 $ 681 $ 3,800 Provision for credit losses 382 84 232 698 Write-offs and other ( 65 ) - - ( 65 ) Balance June 30 , 2022 $ 2,728 $ 792 $ 913 $ 4,433 We evaluate our customers using an internally assigned credit quality rating “CQR”. The CQR categories of our financing receivables are: • High CQR: This rating includes accounts with excellent to good business credit, asset quality and capacity to meet financial obligations. Loss rates in this category are generally less than 1 % . • Average CQR: This rating includes accounts with average credit risk that are more susceptible to loss in the event of adverse business or economic conditions. Loss rates in this category are in the range of 1 % to 8 % . • Low CQR: This rating includes accounts that have marginal credit risk such that the customer’s ability to make repayment is impaired or may likely become impaired. The loss rates in this category in the normal course are greater than 8 % and up to 100 % . 16 Table of Contents The following table provides the amortized cost basis of our financing receivables by CQR and by credit origination year as of June 30, 2023 (in thousands): Amortized cost basis by origination year ending March 31, 2024 2023 2022 2021 2020 2019 and prior Total Transfers (2) Net credit exposure Notes receivable: High CQR $ 67,836 $ 36,270 $ 13,539 $ 3,428 $ 142 $ 1 $ 121,216 $ ( 14,619 ) $ 106,597 Average CQR 4,871 9,695 1,096 96 58 26 15,842 ( 2,068 ) 13,774 Total $ 72,707 $ 45,965 $ 14,635 $ 3,524 $ 200 $ 27 $ 137,058 $ ( 16,687 ) $ 120,371 Lease receivables: High CQR $ 7,378 $ 16,566 $ 3,595 $ 1,775 $ 432 $ 133 $ 29,879 $ ( 1,665 ) $ 28,214 Average CQR 6,218 16,547 3,316 572 63 - 26,716 ( 4,049 ) 22,667 Total $ 13,596 $ 33,113 $ 6,911 $ 2,347 $ 495 $ 133 $ 56,595 $ ( 5,714 ) $ 50,881 Total amortized cost (1) $ 86,303 $ 79,078 $ 21,546 $ 5,871 $ 695 $ 160 $ 193,653 $ ( 22,401 ) $ 171,252 (1) Excludes unguaranteed residual values of $ 4,488 thousand that we retained after selling the related lease receivable. (2) Transfers consist of receivables that have been transferred to third-party financial institutions on a non-recourse basis. The following table provides the amortized cost basis of our financing receivables by CQR and by credit origination year as of March 31, 2023 (in thousands): Amortized cost basis by origination year ending March 31, 2023 2022 2021 2020 2019 2018 and prior Total Transfers (2) Net credit exposure Notes receivable: High CQR $ 72,155 $ 11,378 $ 11,267 $ 370 $ 30 $ - $ 95,200 $ ( 28,115 ) $ 67,085 Average CQR 12,793 2,675 213 115 61 1 15,858 ( 1,432 ) 14,426 Total $ 84,948 $ 14,053 $ 11,480 $ 485 $ 91 $ 1 $ 111,058 $ ( 29,547 ) $ 81,511 Lease receivables: High CQR $ 21,629 $ 3,842 $ 1,916 $ 565 $ 51 $ 9 $ 28,012 $ ( 1,437 ) $ 26,575 Average CQR 23,796 3,430 770 35 3 - 28,034 ( 1,594 ) 26,440 Total $ 45,425 $ 7,272 $ 2,686 $ 600 $ 54 $ 9 $ 56,046 $ ( 3,031 ) $ 53,015 Total amortized cost (1) $ 130,373 $ 21,325 $ 14,166 $ 1,085 $ 145 $ 10 $ 167,104 $ ( 32,578 ) $ 134,526 (1) Excludes unguaranteed residual values of $ 4,222 thousand that we retained after selling the related lease receivable. (2) 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. 17 Table of Contents The following table provides an aging analysis of our financing receivables as of June 30 , 2023 (in thousands): 31-60 Days Past Due 61-90 Days Past Due > 90 Days Past Due Total Past Due Current Total Billed Unbilled Amortized Cost Notes receivable $ 748 $ 113 $ 1,093 $ 1,954 $ 7,750 $ 9,704 $ 127,354 $ 137,058 Lease receivables 250 367 902 1,519 3,771 5,290 51,305 56,595 Total $ 998 $ 480 $ 1,995 $ 3,473 $ 11,521 $ 14,994 $ 178,659 $ 193,653 The following table provides an aging analysis of our financing receivables as of March 31 , 2023 (in thousands): 31-60 Days Past Due 61-90 Days Past Due > 90 Days Past Due Total Past Due Current Total Billed Unbilled Amortized Cost Notes receivable $ 1,020 $ 862 $ 473 $ 2,355 $ 7,703 $ 10,058 $ 101,000 $ 111,058 Lease receivables 1,068 463 864 2,395 5,413 7,808 48,238 56,046 Total $ 2,088 $ 1,325 $ 1,337 $ 4,750 $ 13,116 $ 17,866 $ 149,238 $ 167,104 Our financial assets on nonaccrual status were not significant as of June 30, 2023, and March 31, 2023. 8. NOTES PAYABLE AND CREDIT FACILITY CREDIT FACILITY We finance the operations of our subsidiaries e Plus Technology, inc., e Plus Technology Services, inc., and SLAIT Consulting, LLC (collectively, the “Borrowers”) in our technology business through a credit facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”). The WFCDF credit facility (the “WFCDF Credit Facility”) has a floor plan facility and a revolving credit facility. On October 13, 2021, the Borrowers amended, restated, and replaced in entirety their then-existing credit agreements with WFCDF. On October 31, 2022, the Borrowers entered into the First Amendment to the credit agreement. Under this agreement and its amendment, the credit facility is provided by a syndicate of banks (collectively, the “Lenders”) for which WFCDF acts as administrative agent and consists of a discretionary senior secured floor plan facility in favor of the Borrowers. On March 10, 2023, the Borrowers entered into a Second Amendment to the credit agreement that amended the credit agreement to increase the maximum aggregate amount of principal available under the floor plan facility to $ 500.0 million and increase the maximum aggregate amount of principal available under the Revolving Facility to $ 200.0 million. Under the accounts payable floor plan facility, we had an outstanding balance of $ 182.9 million and $ 134.6 million as of June 30, 2023, and March 31, 2023 , respectively. On our balance sheet, our liability under the accounts payable floor plan facility is presented as accounts payable – floor plan . We use the floor plan to facilitate the purchase of inventory from designated suppliers. The Lenders pay our suppliers and provide us extended payment terms. We pay down the floor plan facility on three specified dates each month, generally 30 - 60 days from the invoice date. We do not incur any interest or other incremental expenses for the floor plan facility. We are not involved in establishing the terms or conditions of the arrangements between our suppliers and the Lenders. U nder the revolving credit facility, we had $ 52.0 million outstanding as of June 30, 2023, and no balance outstanding as of March 31, 2023. On our balance sheet, our liability under the revolving credit facility is presented as part of recourse notes payable – current. 18 Table of Contents The fair value of the outstanding balances under the WFCDF Credit Facility were approximately equal to their carrying value as of June 30, 2023, and March 31, 2023 . 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 Term SOFR Rate plus a Term SOFR Adjustment of 0.10 % plus an Applicable Margin of 1.75 %. Our borrowings under the WFCDF Credit Facility are secured by the assets of the Borrowers. Additionally, the WFCDF Credit Facility requires a guaranty of $ 10.5 million by e Plus inc. Under the WFCDF Credit Facility, the Borrowers are restricted in their ability to pay dividends to e Plus inc. unless their available borrowing meets or met certain thresholds. A s of June 30, 2023, and March 31, 2023 , their available borrowing met the thresholds such that there were no restrictions on their ability to pay dividends. The WFCDF 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 the WFCDF Credit Facility at any time by providing a written termination notice to the other party no less than 90 days prior to such termination . 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 business 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. As of June 30, 2023 , we had $ 58.1 million in recourse notes payable consisting of $ 52.0 million outstanding under our revolving WFCDF Credit Facility, $ 4.0 million arising from one installment payment arrangement within our technology business, and $ 2.1 million arising from borrowings that that were collateralized by financial receivables held by our financing segment. As of March 31, 2023, we ha d $ 6.0 million in recourse notes payable arising entirely from one installment payment arrangement within our technology business. 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 June 30, 2023, and March 31, 2023. The weighted average interest rate for our recourse notes payable in our financing segment was 6.27 % as of June 30, 2023 . 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 June 30, 2023, and March 31, 2023 , we had $ 22.7 million and $ 34.3 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 5.22 % and 5.01 %, as of June 30, 2023, and March 31, 2023 , respectively. 9. COMMITMENTS AND CONTINGENCIES LEGAL PROCEEDINGS We are subject to various legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business and have not been fully resolved. The ultimate outcome of any litigation or 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. As of June 30, 2023, we do not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. 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 . 19 Table of Contents 10. EARNINGS PER SHARE Basic earnings per share is calculated by dividing net earnings available to common shareholders by the basic weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is calculated by dividing net earnings available to common shareholders by the basic weighted average number of shares of common stock outstanding plus common stock equivalents during each period. The following table provides a reconciliation of the numerators and denominators used to calculate basic and diluted net income per common share as disclosed on our unaudited consolidated statements of operations for the three months ended June 30, 2023, and 2022, respectively (in thousands, except per share data). Three Months Ended June 30, 2023 2022 Net earnings attributable to common shareholders - basic and diluted $ 33,847 $ 22,339 Basic and diluted common shares outstanding: Weighted average common shares outstanding — basic 26,552 26,513 Effect of dilutive shares 96 172 Weighted average shares common outstanding — diluted 26,648 26,685 Earnings per common share - basic $ 1.27 $ 0.84 Earnings per common share - diluted $ 1.27 $ 0.84 11. STOCKHOLDERS’ EQUITY SHARE REPURCHASE PLAN On March 22, 2023, 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, 2023. 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 . Under both authorized programs, purchases may be made from time to time in the open market, or in privately negotiated transactions, subject to availability. Any repurchased shares will have the status of treasury shares and may be used, when needed, for general corporate purposes. During the three months ended June 30, 2023 , we purchased 93,541 shares of our outstanding common stock at a value of $ 4.4 million under the share repurchase plan; we also purchased 53,945 shares of common stock at a value of $ 3.0 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock. During the three months ended June 30, 2022 , we purchased 70,473 shares of our outstanding common stock at a value of $ 3.9 million under the share repurchase plan; we also purchased 58,080 shares of common stock at a value of $ 3.3 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock. 20 Table of Contents 12. SHARE-BASED COMPENSATION SHARE-BASED PLANS As of June 30, 2023, we had share-based awards outstanding under the following plans: (1) the 2017 Non-Employee Director Long-Term Incentive Plan (“2017 Director LTIP”), (2) the 2012 Employee Long-Term Incentive Plan (“2012 Employee LTIP”), and (3) the 2021 Employee Long-Term Incentive Plan (“2021 Employee LTIP”) . The 2021 Employee LTIP was approved by our shareholders on September 16, 2021, and became effective October 1, 2021. The 2021 Employee LTIP replaced the 2012 Employee LTIP that had previously been approved by our stockholders on September 13, 2012. Beginning September 16, 2021, we permanently ceased issuing any additional shares under the 2012 Employee LTIP . These share-based plans define fair market value as the closing sales price of a share of common stock as quoted on any established stock exchange for such date or the most recent trading day preceding such date if there were no trades on such date. RESTRICTED STOCK ACTIVITY For the three months ended June 30, 2023, we granted 862 shares under the 2017 Director LTIP, and 152,865 restricted shares under the 2021 Employee LTIP. For the three months ended June 30, 2022, we granted 774 shares under the 2017 Director LTIP, and 138,643 restricted shares under the 2021 Employee LTIP. The following table provides a summary of the non-vested restricted shares for the three months ended June 30, 2023: Number of Shares Weighted Average Grant-date Fair Value Nonvested April 1, 2023 314,860 $ 49.57 Granted 153,727 $ 55.88 Vested ( 152,477 ) $ 46.10 Forfeited ( 961 ) $ 54.89 Nonvested June 30 , 2023 315,149 $ 54.31 EMPLOYEE STOCK PURCHASE PLAN On September 15, 2022, our stockholders approved the 2022 Employee Stock Purchase Plan (“ESPP”) through which eligible employees may purchase up to an aggregate of 2.50 million shares of our stock at 6 -month intervals at a discount off the lesser of the closing market price on the first or the last trading day of each offering period. Our inaugural offering period under the ESPP was January 1, 2023, to June 30, 2023. During the three months ended June 30, 2023, we issued 36,697 shares at a price of $ 38.10 per share under the ESPP. As of June 30, 2023, there were 2.46 million shares remaining under the ESPP. COMPENSATION EXPENSE The following table provides a summary of our total share-based compensation expense, including for restricted stock awards and our ESPP, and the related income tax benefit for the three months ended June 30, 2023, and 2022 (in thousands): Three Months Ended June 30, 2023 2022 Equity-based compensation expense $ 2,205 $ 1,773 Income tax benefit ( 600 ) ( 496 ) 21 Table of Contents We recognized the income tax benefit as a reduction to our provision for income taxes. As of June 30, 2023, the total unrecognized compensation expense related to non-vested restricted stock was $ 16.2 million, which is expected to be recognized over a weighted-average period of 36 months. We also provide our employees with a contributory 401(k) profit sharing plan, to which we may contribute from time to time at our sole discretion. Employer contributions to the plan are always fully vested. Our estimated contribution expense to the plan for the three months ended June 30, 2023, and 2022, was $ 1.4 million and $ 1.1 million, respectively. 13. INCOME TAXES Our provision for income tax expense was $ 12.7 million for the three months ended June 30, 2023 , as compared to $ 8.7 million for the same period in the prior year. Our effective income tax rate for the three months ended June 30, 2023 , was 27.2 %, compared to 28.0 % for the same period in the prior year, primarily due to a lower state effective tax rate. The effective tax rate for the three months ended June 30, 2023, and June 30, 2022, differed from the US federal statutory rate of 21.0 % primarily due to state and local income taxes . 14. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table summarizes the fair value hierarchy of our financial instruments as of June 30, 2023, and March 31, 2023 (in thousands): Fair Value Measurement Using Recorded Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30 , 2023 Assets: Money market funds $ 22,225 $ 22,225 $ - $ - March 31 , 2023 Assets: Money market funds $ 8,880 $ 8,880 $ - $ - 15. BUSINESS COMBINATIONS NETWORK SOLUTIONS GROUP (NSG) On April 30, 2023, our subsidiary, e Plus Technology, inc., acquired certain assets and liabilities of NSG, formerly a business unit of CCI Systems, Inc., a Michigan-based provider of networking services and solutions. This acquisition will help drive additional growth for us in the service provider end-markets with enhanced engineering, sales, and services delivery capabilities specific to the industry. Our preliminary sum for consideration transferred is $ 48.6 million consisting of $ 59.6 million paid in cash at closing minus $ 11.0 million that is due to us from the sellers based on adjustments to our determination of the total net assets delivered . Our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands): 22 Table of Contents Acquisition Date Amount Accounts receivable $ 20,419 Other assets 1,940 Identified intangible assets 29,960 Accounts payable and other liabilities ( 24,758 ) Contract liabilities ( 1,086 ) Total identifiable net assets 26,475 Goodwill 22,128 Total purchase consideration $ 48,603 The identified intangible assets of $ 30.0 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 $ 22.1 million, of which $ 19.7 million and $ 2.4 million were assigned to our product and professional services reporting units, respectively. 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, 2023, is not material. 16. SEGMENT REPORTING Prior to the start of the fiscal year ending March 31, 2024, we had two segments: technology and financing. During the quarter ended June 30, 2023, we split our technology segment into new segments-- product, professional services, and managed services-- to provide our management the ability to better manage and allocate resources among the separate components of our technology business. Our professional services and managed services are a significant component of our growth and long-term strategic initiatives. Subsequently, we manage and report our operating results through four operating segments: product, professional services, managed services, and financing. Our product segment includes sales of IT products, third-party software, and third-party maintenance, software assurance, and other third-party services. Our professional services segment includes our advanced professional services, staff augmentation, project management services, cloud consulting services and security services. Our managed services segment includes our advanced managed services, service desk, storage-as-a-service, cloud hosted services, cloud managed services and managed security services. Our financing segment consists of the financing of IT equipment, software, and related services to commercial enterprises, state and local governments, and government contractors. We measure the performance of the segments within our technology business based on gross profit, while we measure our financing segment based on operating income. We do not present asset information for our reportable segments as we do not provide asset information to our chief operating decision maker (“CODM”). 23 Table of Contents The following table provides reportable segment information for the three-month periods ended June 30, 2023, and 2022 (in thousands): Three Months Ended June 30, 2023 2022 Net Sales Product $ 498,166 $ 385,676 Professional Services 35,556 37,168 Managed Services 31,963 25,941 Financing 8,490 9,574 Total 574,175 458,359 Gross Profit Product 111,391 83,168 Professional Services 14,724 15,055 Managed Services 9,797 7,428 Financing 6,361 7,872 Total 142,273 113,523 Operating income Technology Business 43,498 29,219 Financing 2,834 3,964 Total 46,332 33,183 Other income (expense), net 190 ( 2,153 ) Earnings before tax $ 46,522 $ 31,030 Depreciation and amortization Technology Business $ 4,764 $ 3,182 Financing 28 28 Total $ 4,792 $ 3,210 Interest and financing costs Technology Business $ 550 $ 138 Financing 301 225 Total $ 851 $ 363 Selected Financial Data - Statement of Cash Flow Purchases of property, equipment and operating lease equipment Technology Business $ 2,785 $ 1,286 Financing 913 491 Total $ 3,698 $ 1,777 24 Table of Contents The following table provides a disaggregation of net sales by source and further disaggregates our revenue recognized from contracts with customers by timing and our position as principal or agent for the three-month period ended June 30, 2023 (in thousands): Three months ended June 30, 2023 Product Professional Services Managed Services Financing Total Net Sales Contracts with customers $ 490,543 $ 35,556 $ 31,963 $ 1,290 $ 559,352 Financing and other 7,623 - - 7,200 14,823 Total $ 498,166 $ 35,556 $ 31,963 $ 8,490 $ 574,175 Timing and position as principal or agent Transferred at a point in time as principal $ 452,382 $ - $ - $ 1,290 $ 453,672 Transferred at a point in time as agent 38,161 - - - 38,161 Transferred over time as principal - 35,556 31,963 - 67,519 Total revenue from contracts with customers $ 490,543 $ 35,556 $ 31,963 $ 1,290 $ 559,352 The following table provides a disaggregation of net sales by source and further disaggregates our revenue recognized from contracts with customers by timing and our position as principal or agent for the three-month period ended June 30, 2022 (in thousands): Three months ended June 30, 2022 Product Professional Services Managed Services Financing Total Net Sales Contracts with customers $ 380,693 $ 37,168 $ 25,941 $ 945 $ 444,747 Financing and other 4,983 - - 8,629 13,612 Total $ 385,676 $ 37,168 $ 25,941 $ 9,574 $ 458,359 Timing and position as principal or agent Transferred at a point in time as principal $ 335,714 $ - $ - $ 945 $ 336,659 Transferred at a point in time as agent 44,979 - - - 44,979 Transferred over time as principal - 37,168 25,941 - 63,109 Total revenue from contracts with customers $ 380,693 $ 37,168 $ 25,941 $ 945 $ 444,747 25 Table of Contents TECHNOLOGY BUSINESS DISAGGREGATION OF REVENUE The following table provides a disaggregation of our revenue from contracts with customers for our technology business by customer end market and by type (in thousands): Three Months Ended June 30, 2023 2022 Customer end market: Telecom, media & entertainment $ 141,335 $ 128,277 SLED 109,405 64,602 Healthcare 86,656 68,512 Technology 73,403 69,862 Financial services 65,690 33,299 All others 89,196 84,233 Net sales 565,685 448,785 Less: revenue from financing and other ( 7,623 ) ( 4,983 ) Total revenue from contracts with customers $ 558,062 $ 443,802 Type: Product Networking $ 245,188 $ 142,641 Cloud 172,044 164,733 Security 45,796 47,995 Collaboration 12,956 12,980 Other 22,182 17,327 Total product 498,166 385,676 Professional services 35,556 37,168 Managed services 31,963 25,941 Net sales 565,685 448,785 Less: revenue from financing and other ( 7,623 ) ( 4,983 ) Total revenue from contracts with customers $ 558,062 $ 443,802 We do not disaggregate sales by customer end market beyond the technology business level. FINANCING SEGMENT DISAGGREGATION OF REVENUE We analyze our revenues within our financing segment based on the nature of the arrangement. Our financing revenue generally consists of portfolio income, transactional gains, and post-contract earnings including month-to-month rents and the sales of off-lease equipment. All our revenues from contracts with customers within our financing segment is from the sales of off-lease equipment. 26 Table of Contents