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Item 9A. Controls and Procedures

2024-05-23 compared with 2023-05-25 · 569 added, 432 removed, 921 unchanged (52% of the section changed)

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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 SEC’s rules and forms.

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

Based on the evaluation described above, the CEO and CFO concluded that disclosure controls and procedures as of March 31, 2023, 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

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 SEC’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, 2024, 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, 2023, 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;

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, 2024, 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, 2024.

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

Based on this assessment, management determined that, as of March 31, 2024, 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-5.

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, 2023, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2024, 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;

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;

therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

OTHER INFORMATION

Insider Trading Arrangements and Policies

During the three months ended March 31, 2024, no director or executive officer of e Plus inc.

adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Certain of our executive officers may participate in employee stock purchase plans that have been designed to comply with Rule 10b5-1(c) under the Exchange Act.

We have adopted an Insider Trading Policy which is applicable to our directors, officers, and employees that is designed to promote compliance with federal securities laws, rules and regulations, as well as the rules and

regulations of the NASDAQ Stock Market.

A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated by reference from our definitive 2023 Proxy Statement to be filed with the SEC pursuant to Regulation 14A not

later than 120 days after the close of our fiscal year.

Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated by reference from our definitive 2024 Proxy Statement to be filed with the SEC 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 2024 Annual Meeting of Stockholders (the “Proxy Statement”).

The information

in the 2023 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 2024

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.

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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 .

We will disclose on our website any amendments to or waivers from any provision

of the Code of Conduct that applies to any of the directors or executive officers.

The Code of Conduct is available on

our website at www.eplus.com/investors/corporate-governance-legal/code-of-conduct .

We will disclose on our website any amendments to or waivers from any provision of the Code of Conduct that applies to

any of the directors or executive officers.

EXECUTIVE COMPENSATION

The information in the 2023 Proxy Statement set forth under the captions “Director Compensation,” “Compensation Discussion and Analysis,” “2023 Executive Compensation,” and “Corporate Governance – Compensation

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

The information in the 2024 Proxy Statement set forth under the captions “Director Compensation,” “Compensation Discussion and Analysis,” “2024 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 2023 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, 2023” is incorporated herein by reference.

The information in the 2024 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, 2025” is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(a)(3) EXHIBIT LIST

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

Exhibits 10.2 through 10.18, exhibit 10.25, and exhibit 97.1 are management contracts or compensatory plans or arrangements.

Exhibit Description

Amended and Restated Certificate of Incorporation, as last amended November 9, 2021 (filed herewith).

Amended and Restated Certificate of Incorporation, as last amended November 9, 2021 (Incorporated herein by reference to Exhibit 3.1 to our Annual Report on Form

10-K for the period ended March 31, 2023).

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

(Incorporated herein by reference to Exhibit 3.2 to our Annual Report on Form 10-K

for the fiscal year ended March 31, 2022).

(Incorporated herein by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 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 e Plus inc.’s securities registered under Section 12 of the Securities Exchange Act of 1934.

(Incorporated herein by reference to Exhibit

4.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2022).

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).

Description of e Plus inc.’s securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated herein by reference to Exhibit 4.2 to our Annual

Report on Form 10-K for the fiscal year ended March 31, 2022).

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).

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.

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

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 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).

(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 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).

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.

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

and Elaine D.

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

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).

Raiguel (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 e Plus inc.

and Darren S Raiguel

(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).

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).

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).

2022 Employee Stock Purchase Plan (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 20, 2022).

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).

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

2021 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the period ended June 30, 2023).

of Restricted Stock Award Agreement (for awards granted to U.K.

employees under and subject to the provisions of the ePlus inc.

2021 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.2 to our Quarterly

Report on Form 10-Q for the period ended June 30, 2023).

of Stock Agreement (for awards granted to non-employee directors under and subject to the provisions of the ePlus inc.

2017 Non-Employee Director Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.3 to our Quarterly

Report on Form 10-Q for the period ended June 30, 2023).

Form of Cash Performance Award Agreement (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 22, 2023).

Form of Performance Stock Unit Award Notice and Award Agreement (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 22, 2023).

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).

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).

First Amendment to First Amended and Restated Credit Agreement, dated as of October 31, 2022, by and among e Plus Technology, inc., e Plus Technology Services inc., SLAIT Consulting, LLC, certain of e Plus inc.

subsidiaries as guarantors, Wells Fargo Commercial Distribution Finance,

LLC as administrative agent and the Lenders party thereto.

(Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 3, 2022).*

Second Amendment to First Amended and Restated Credit Agreement, dated as of March 10, 2023, 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 on Form 8-K filed on March 14, 2023).

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).

First Amendment to First Amended and Restated Credit Agreement, dated as of October 31, 2022, by and among e Plus Technology, inc., e Plus

Technology Services inc., SLAIT Consulting, LLC, certain of e Plus inc.

subsidiaries as guarantors, Wells Fargo Commercial Distribution Finance, LLC as administrative agent and the Lenders party

thereto (Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 3, 2022).

Second Amendment to First Amended and Restated Credit Agreement, dated as of March 10, 2023, 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

on Form 8-K filed on March 14, 2023).

Form of Restricted Stock Award Agreement (for awards granted to non-employee directors under and subject to the provisions of the e Plus inc.

2017 Non-Employee Director Long-Term Incentive Plan) (filed herewith).

Insider Trading Policy (filed herewith).

Subsidiaries of e Plus inc.

(filed herewith).

Consent of Independent Registered Public Accounting Firm.

(filed herewith).

Consent of Independent Registered Public Accounting Firm (filed herewith).

Certification of the Chief Executive Officer of e Plus inc.

pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

(filed herewith).

pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).

Certification of the Chief Financial Officer of e Plus inc.

pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

(filed herewith).

pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).

Certification of the Chief Executive Officer and Chief Financial Officer of e Plus inc.

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§ 1350 (furnished herewith).

Policy for Recoupment of Incentive Compensation, effective as of November 17, 2023 (filed herewith).

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)

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The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request;

however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

provided, however, that

the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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

Chief Executive Officer and President

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Thomas Faulders, III, Chairman

Hovde, Director

Hunt, Director

/s/ MAUREEN F.

Morrison, Director

/s/ BEN XIANG

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Consolidated Balance Sheets as of March 31, 2024, and 2023

Consolidated Statements of Operations for the years ended March 31,

2023, 2022 and 2021

Consolidated Statements of Operations for the years ended March 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended March 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended March 31,

2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for the years

ended March 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended March 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2024, 2023 and

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

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Opinion on the Financial Statements

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

and subsidiaries (the “Company”) as of March 31, 2023, and 2022, 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, 2023,

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, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2023, 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, 2023, 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 24, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of e Plus inc.

and subsidiaries (the “Company”) as of March 31, 2024, and 2023, 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, 2024, 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, 2024, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, 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, 2024, 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 22, 2024, 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

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.

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

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

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.

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.

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

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.

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

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.

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.

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.

In all these sales where the Company is the agent, the Company recognizes sales on a net basis at the point that its 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.

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

Our audit procedures related to management’s conclusion related to the recognition of sales of third-party software included the following, among others:

Our audit procedures related to management’s conclusion related to the

recognition of sales of third-party software included the following, among others:

We tested the design and operating effectiveness of management’s controls over the determination of gross or net recognition of third-party software and support sales.

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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

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 4 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.

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.

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

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.

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.

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.

Specifically, we performed the following procedures:

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.

Specifically, we performed the

following procedures:

Obtained the executed transfer agreement and evaluated whether the Company:

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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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McLean, Virginia

We have served as the Company’s auditor since 1990.

We have served as the Company’s auditor

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of ePlus inc.

and subsidiaries (the “Company”) as of March 31, 2023, 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, 2023, 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, 2023, of the Company and our report dated May 24, 2023, expressed an unqualified opinion on those financial statements.

We have audited the internal control over financial reporting of e Plus inc.

and subsidiaries (the “Company”) as of March 31, 2024, 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, 2024, 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, 2023, of the Company and our report dated May 22, 2024, 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.

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.

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.

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.

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.

/s/ DELOITTE & TOUCHE LLP

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Deferred tax asset

Property, equipment, and other assets

Property, equipment, and other assets —net

Other intangible assets—net

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Total current liabilities

Recourse notes payable - long-term

Non-recourse notes payable - long-term

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Accounts receivable

Inventories-net

Financing receivables—net

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Repayments of non-recourse and recourse notes payable

Proceeds from issuance of common stock

Repurchase of common stock

Repayments of financing of acquisitions

Net borrowings (repayments) on floor plan facility

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Purchases of property, equipment, and operating lease equipment

Consideration for acquisitions

Borrowing of non-recourse and recourse notes payable

Repayments of non-recourse and recourse notes payable

Debt derecognized due to sales of financial assets

Vesting of share-based compensation

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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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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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Issuance of restricted stock awards

Issuance of common stock

Share-based compensation

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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

is a holding company that through its subsidiaries provides information technology (“IT”) 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 the

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

We focus on selling to medium and large enterprises and state

and local government and educational institutions (“SLED”) in the United States (“US”) and 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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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.

As of March 31, 2023, and March 31, 2022, we were no t holding

any amounts in trust for third-party recipients, and there were no restrictions on the withdrawal of funds from our money market

As of March 31, 2024, and March 31, 2023, 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,

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March 31, 2024, and 2023 included approximately 17 % and 13 %, 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 40 %,

39 %, and 36 %, of our

technology segment net sales for the years ended March 31, 2023, 2022, and 2021, respectively.

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 44 %, 40 %, and 39 %, of our technology business segments net sales for the years ended March 31, 2024, 2023, and 2022, respectively.

DEFERRED COSTS — When a contract is within the scope of the scope of Codification Topic 606, we defer costs of fulfilling the contract when they

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proportion to each completed contract performance obligation.

Our long-term deferred costs are included in our consolidated balance sheets as part of property, equipment, and other assets—net.

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

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

On March 31, 2024, the carrying amounts of our notes receivable and non-recourse payables were $ 108.2 million and $ 36.2 million,

respectively, and their fair values were $ 106.3 million and $ 36.1 million, respectively.

On March 31, 2023, the carrying amounts of our notes receivable, recourse and non-recourse payables were $ 109.2 million, $ 6.0 million, and $ 34.3 million, respectively, and their fair values were $ 109.5

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million, respectively.

On March 31, 2022, the carrying amounts of our notes receivable, 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.

FINANCING RECEIVABLES AND OPERATING LEASES — Financing receivables and operating leases consist 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.

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

FINANCING RECEIVABLES AND OPERATING LEASES — Financing receivables and operating leases consist of the financing receivables from notes

receivable and sales-type leases and the carrying value of assets that we are leasing to our customers on leases that are classified as operating leases.

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 IT equipment under lease is 4 years .

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

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

For the years ended March 31, 2023, 2022, and 2021, we recognized a loss of $ 5.4 million, a loss of $ 0.5 million,

and a gain of $ 0.5 million, respectively, due to foreign currency transactions.

For the years ended March 31, 2024, 2023, and 2022, we recognized losses of $ 0.1 million, $ 5.4 million, $ 0.5 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

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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.

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

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

equipment, and other assets.

equipment, and other assets—net.

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

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terms of underlying purchase commitments from our customers, current economic conditions, and other relevant factors.

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.

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.

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.

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

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

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.

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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”).

When a transfer meets all the requirements for sale accounting, we derecognize the financial asset and record a net gain or loss that is included in net sales.

We account for transfers of contractual payments due under financing receivables, under Codification Topic 860 Transfers and Servicing (“Codification Topic 860”).

When a transfer meets all the requirements for sale accounting, we derecognize the financial asset and record a net gain or loss

that is included in net sales.

Service revenue

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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.

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

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.

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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 account for forfeitures when they occur.

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

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

We account for forfeitures when they occur.

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

are no additional conditions for vesting other than service conditions.

We recognize compensation cost for our employee stock purchase plan on a straight-line basis over the offering period, which is 6 months.

We recognize compensation cost for our employee stock purchase plan on a straight-line basis over the offering period, which is six months .

We measure the award on the grant date at fair value using the Black-Scholes option pricing model.

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or March 31, 2023.

We capitalized development costs for internal use software of $ 0.2 million for the year ended March 31, 2021.

capitalized costs, net of amortization, of approximately $ 1.0 million and $ 2.1 million as of March 31, 2023, and March 31, 2022, respectively, that is included in the accompanying consolidated balance sheets as a component of other intangible

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

We had capitalized costs, net of amortization, of approximately $ 0.2 million and $ 1.0 million as of March 31, 2024, and March 31, 2023, 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 in the

accompanying consolidated balance sheets.

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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 volume incentive programs as a reduction of costs to purchase the vendor’s products 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 provided the amounts are probable and can be reasonably estimated.

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.

We recognize consideration that exceeds the specific, incremental, identifiable costs as a reduction of costs to purchase

the vendor’s products.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS — In

October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from

Contracts with Customers, that requires companies to apply Accounting Standards Codification Topic 606, Contracts with Customers, to recognize and measure contract assets and contract liabilities

from contracts with customers acquired in a business combination.

We early adopted this update beginning in the second quarter of our fiscal year ending March 31, 2023, and it did not have a material impact on our Consolidated Financial Statements.

The ongoing impact of this standard will be fact dependent on the transactions within its scope.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET

ADOPTED — In September 2022, the 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.

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 are currently evaluating the impact this update will have on our disclosures.

ADOPTED ACCOUNTING PRONOUNCEMENTS — In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 was effective for us beginning in the first quarter of our fiscal year ended 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 ended March 31, 2024, 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 9, “Notes Payable and Credit Facility.”

ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED — In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update expands annual and interim disclosure requirements for

reportable segments, primarily through enhanced disclosures about significant segment expenses.

This update is effective for annual periods beginning in our fiscal year ending March 31, 2025 and interim periods beginning in the first quarter of

our fiscal year ending March 31, 2026.

Early adoption is permitted.

We are currently evaluating the impact that this update will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information

on income taxes paid.

This update is effective for annual periods beginning in our fiscal year ending March 31, 2026.

Early adoption is permitted.

We are currently evaluating the impact that this update will have on our financial statement

CONTRACT BALANCES

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Non-current (included in other liabilities)

Revenue recognized from the beginning contract liability balance was $ 70.3 million and $ 57.5 million for the fiscal years ended March 31, 2023, and

2022, respectively.

Revenue recognized from the beginning contract liability balance was $ 86.0 million and $ 70.3 million for the fiscal years ended March 31, 2024, and 2023, respectively.

PERFORMANCE OBLIGATIONS

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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

Our financing receivables and operating leases consist of our financing receivables from notes receivable and sales-type leases and the carrying value

of our assets that we are leasing to our customers on leases that are classified as operating leases.

We generally lease IT, communication, and medical equipment.

Our lease terms generally range from 2 to 6 years , with most terms ranging between 3 to 4 years .

Our leases often provide the

lessee the option to purchase the underlying asset at the end of the lease term.

Occasionally, our leases provide the lessee a bargain purchase option.

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

Additionally, we finance

purchases of third-party software and third-party services for our customers, which we classify as notes receivable.

The following table provides the profit recognized for sales-type leases at their commencement date, including modifications that are recognized on a

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The following tables provide a disaggregation of our financing receivables—net (in thousands):

Sales-Type Lease

March 31, 2024

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

Sales-Type Lease

March 31, 2023

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

The following table provides the future scheduled minimum lease payments for investments in sales-type leases as of March 31, 2023 (in thousands):

The following table provides the future scheduled minimum lease payments to be received from our sales-type leases as of March 31, 2024 (in thousands):

Year ending March 31, 2025

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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):

Operating leases—net represents the carrying value of assets that we are leasing to our customers on leases that are classified as operating leases.

components of operating leases—net are as follows (in thousands):

March 31, 2024

March 31,2023

Cost of equipment under operating leases

Accumulated depreciation

Investment in operating lease equipment—net (1)

Operating leases—net (1)

Amounts include estimated unguaranteed

residual values of $ 1,717 thousand as of both March 31, 2023, and 2022.

The following table provides the future scheduled minimum lease rental payments for operating leases as of March 31, 2023 (in thousands):

residual values of $ 1,346 thousand and $ 1,717 thousand as of March 31, 2024, and 2023 respectively.

The following table provides the future scheduled minimum lease rental payments to be received from our operating leases as of March 31, 2024 (in

Year ending March 31, 2025

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

We enter into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements .

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

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See Note 9, “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 financial 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, 2024, 2023, and 2022, we recognized net gains of $ 19.0 million, $ 16.1 million, and $ 18.2 million, respectively, and total proceeds from these sales were $ 762.6 million, $ 706.0 million, and $ 855.1 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

As of both March 31, 2023, and March 31, 2022, we had deferred revenue of $ 0.5 million for servicing obligations.

As of March 31, 2024, 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

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We recognize our right-of-use assets as part

of property, equipment, and other assets .

As of March 31, 2023, and 2022, we had right-of-use assets of $ 14.6 million and $ 6.9

million, respectively.

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, 2023, and 2022,

of property, equipment, and other assets—net .

As of March 31, 2024, and 2023, we had right-of-use assets of $ 15.4 million and $ 14.6 million, respectively.

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, 2024, and 2023,

we had current lease liabilities of $ 4.2

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and administrative expenses during the years ended March 31, 2024 , and March 31, 2023 , respectively.

Supplemental information about the remaining lease terms and discount

rates applied as of March 31, 2023 , and March 31, 2022 , are as

Supplemental information about the remaining lease terms and discount rates applied as

of March 31, 2024 , and March 31, 2023 , are as follows:

Year Ended March 31 ,

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Year ending March 31, 2025

2028 and thereafter

Total lease payments

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As of March 31, 2024, we were

committed to one office lease that had not yet commenced with a total commitment of $ 0.3 million.

committed to two office leases that had not yet commenced with a total commitment of $ 1.4 million.

GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill for the years ended March 31, 2024, and March 31, 2023, respectively (in

Year ended March 31, 2023

Year ended March 31, 2022

Beginning balance

Balance, March 31, 2022 (1)

Foreign currency translations

Ending balance

Reporting unit change

Balance, March 31, 2023 (1)

Foreign currency translations

Balance, March 31, 2024 (1)

Balance is net of $ 8,673 thousand in accumulated impairments that were recorded in segments that precede our current segment organization.

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, 2023 , and March 31,

2022 , relates to our technology reportable segment, which we also determined to be one reporting unit.

The carrying value of goodwill was $ 136.1 million and $ 126.5 million as of

March 31, 2023, and March 31, 2022, respectively.

Our goodwill balance increased by $ 9.6 million for the year ended March 31, 2023, due

to $ 9.7 million in goodwill additions from our acquisition of Future Com, Ltd., offset by foreign currency translation of $ 0.1 million.

Please refer to Note 16 , “Business Combinations” for details of our acquisition.

Our goodwill balance increased by $ 25.4 million for the year ended March 31, 2024, due to $ 22.1 and

$ 3.2 million in goodwill additions from our acquisitions of Network Solutions Group (“NSG”) and Peak Resources, Inc.

respectively.

Please refer to Note 16, “Business Combinations” for details of our acquisitions.

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.

In our annual test as of October 1, 2023, 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.

of our product, professional services, and managed services reporting units continued to exceed their carrying value.

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

During the first quarter ended June 30, 2023, we separated our technology segment into three new segments:

product, professional services, and managed services.

We concluded that each segment was one reporting unit.

At that time, we reassigned our goodwill to the reporting units affected using a relative fair value approach.

We concluded that the fair value of each new 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.

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

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amortized over 5 years.

Total amortization expense for customer relationships and other intangible assets was $ 9.3 million, $ 10.1 million, and $ 10.3 million for the years ended March 31, 2023, 2022 and 2021, respectively.

The following table provides the future amortization expense for customer relationships and other

intangible assets as of March 31, 2023 (in thousands):

Total amortization expense for purchased intangibles was $ 15.2

million, $ 9.3 million, and $ 10.1

million for the years ended March 31, 2024, 2023 and 2022, respectively.

The following table provides the future amortization expense for purchased intangibles as of March 31, 2024 (in thousands):

Year ending March 31, 2025

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Loss rates in this

category are less than 1 %.

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.

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Total amortized cost (1)

Unguaranteed residual values of $ 4,222 thousand that we retained after selling the related

lease receivable is excluded from amortized cost .

Unguaranteed residual values of $ 3,718 thousand that we retained after selling the

related lease receivable is excluded from amortized cost .

Transfers consist of receivables that

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Amortized cost basis by origination year ending March 31 ,

2018 and prior

Notes receivable:

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Total amortized cost (1)

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

lease receivable is excluded from amortized cost.

Unguaranteed residual values of $ 4,222 thousand that we retained after selling the

related lease receivable is excluded from amortized cost.

Transfers consist of receivables that

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PROPERTY AND EQUIPMENT —NET

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

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

Our balance consists of the following (in thousands):

March 31, 2024

March 31, 2023

Furniture, fixtures, and equipment

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Property and equipment – net

Depreciation and amortization expense on property and equipment, including amounts recognized in cost of sales, was $ 5.5 million for the year ended March 31, 2023, and $ 5.4

million for both the years ended March 31, 2022, and March 31, 2021.

Depreciation and amortization expense on property and equipment, including amounts recognized in cost of sales, was $ 6.7 million, $ 5.5 million, and $ 5.4 million for the years ended March 31, 2024, 2023, and 2022, respectively.

NOTES PAYABLE AND CREDIT FACILITY

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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”).

“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.

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accounts payable – floor plan.

We use the floor plan to facilitate the purchase of inventory from

designated suppliers.

WFCDF pays our suppliers and provides us extended payment terms.

We pay down the floor plan facility on three

specified dates each month, generally 45 - 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 WFCDF.

Under the revolving credit facility,

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Our weighted average interest rate on the accounts

receivable component of our WFCDF Credit Facility was 5.35 % during our year ended March 31, 2023, compared to 2.00 % over the prior year .

receivable component of our WFCDF Credit Facility was 7.07 % during our year ended March 31, 2024, compared to 5.35 % over the prior fiscal year .

Our borrowings under the WFCDF Credit Facility are secured by the assets of the Borrowers.

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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.

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 March 31, 2023 , and 2022 we had $ 6.0 million and $ 13.1 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, 2023 , and March 31, 2022 .

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

customer, the lender has recourse against us.

As of March 31, 2023 , we had $ 6.0 million arising from one installment payment arrangement within our technology business.

Our payments under

this installment agreement were due quarterly in amounts that were 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 March 31, 2023 .

As of March 31, 2024 , we have fully paid our recourse notes payable.

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.

Non-recourse notes payable consist of borrowings that, in the event of a default by

the customer, the lender generally only has recourse against the customer, and the assets serving as collateral, but not against us.

As of March 31, 2024 , and March

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The weighted average interest rate for our non-recourse notes payable was 6.49 % and 5.01 % , as of March 31, 2024 , and March 31, 2023 , respectively.

Our recourse and non-recourse notes payable as of March 31, 2023, mature as follows:

Recourse notes

notes payable

Year ended March 31, 2024

Our non-recourse notes payable as of March 31, 2024, mature as follows:

Year ending March 31, 2025

Total maturities

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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 May 18, 2024, our board of directors authorized the repurchase of up to 1,250,000 shares of our outstanding common stock, over a 12-month period beginning May 28, 2024.

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, adjusted for the stock split, over a 12-month period beginning

May 28, 2021.

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.

the repurchase of up to 1,000,000 shares of our outstanding common stock, over a 12-month period beginning May 28, 2022.

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, 2024, we purchased 131,837 shares of our outstanding common stock at an average cost of $ 51.01 per share for a total purchase price of $ 6.7 million under the share repurchase plan;

acquired 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.

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.

acquired 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 awards.

During the year ended March 31, 2023, we purchased 72,973

shares of our outstanding common stock at an average cost of $ 55.69 per share for a total purchase price of $ 4.1 million under the share repurchase plan;

we also acquired 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 awards.

SHARE-BASED COMPENSATION

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restricted shares under the 2017 Director LTIP and 152,865 restricted shares under the 2021 Employee LTIP.

Cumulatively, as of March 31, 2023, we have granted a total of 101,280 restricted shares under the 2017 Director LTIP, 2,144,578

restricted shares under the 2012 Employee LTIP, and 138,643 restricted shares under the 2021 Employee LTIP.

Cumulatively, as of March 31, 2024, we have granted a total of 114,936 restricted shares under the 2017 Director LTIP, 2,144,578 restricted shares under the 2012 Employee

LTIP, and 291,508 restricted shares under the 2021 Employee LTIP.

The following table provides a summary of

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

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.

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

For the year ended March 31, 2024, we withheld 53,945 shares of common stock at a value of $ 3.0

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$ 3.3 million, which was included in treasury stock.

PERFORMANCE STOCK UNITS

On November 17, 2023, we granted 15,120 Performance Stock Units (“PSUs”) with a grant date fair value of $ 61.17 to our executive

officers under our 2021 Employee LTIP.

The PSUs will vest based on the achievement of certain performance goals at the end of a three-year

performance period ending March 31, 2026.

The PSUs represent the right to receive shares of our common stock on a one -to-one basis.

The total number of PSUs that vest range from 0 % to 200 % of the number of PSUs at the target level of achievement for one or more of the performance targets.

shares vested or were forfeited during the year ended March 31, 2024.

EMPLOYEE STOCK PURCHASE PLAN

On September 15, 2022, our stockholders approved the 2022 Employee Stock Purchase Plan (“2022 ESPP”) through which eligible employees may purchase 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.

The aggregate number of shares of our stock that may be issued to participants under the plan is 2.5 million.

inaugural offering period under the 2022 ESPP is January 1, 2023, to June 30, 2023.

Through March 31, 2023, we had no t yet issued any

shares under the 2022 ESPP.

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.

During the year ended March 31, 2024, we issued 70,715 shares at a weighted average price of $ 42.69 per share under the ESPP.

As of March 31, 2024, there were 2.43 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 2022 ESPP, and

the related income tax benefit for the years ended March 31, 2023, 2022 and 2021 (in thousands):

The following table provides a summary of our total share-based compensation expense, including for restricted stock awards, PSUs, ESPP, and the

related income tax benefit for the years ended March 31, 2024, 2023 and 2022, respectively (in thousands):

Year Ended March 31,

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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.

As of March 31, 2023, we

do no t have any unrecognized tax benefits for uncertain tax positions.

As of March 31, 2022, our total gross unrecognized tax benefits

recorded for uncertain income tax, and interest and penalties thereon, were negligible.

We recognize accrued interest and penalties related to unrecognized tax benefits as part of income tax expense.

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% likely

of being realized upon ultimate settlement.

As of March 31, 2024, and

2023, we do no t have any unrecognized tax benefits for uncertain tax positions.

We recognize accrued interest and penalties related

to unrecognized tax benefits as part of income tax expense.

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

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31, 2021, March 31, 2022, and March 31, 2023, are subject 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):

Year Ended March 31,

Income tax expense computed at the U.S.

statutory federal rate

Income tax expense computed at the US statutory federal rate

State income tax expense—net of federal benefit

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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, 2023, and March 31, 2022 (in thousand s):

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, 2024 , and March 31, 2023 (in thousand s):

Fair Value Measurement Using

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BUSINESS COMBINATIONS

PEAK RESOURCES, INC.

On January 26, 2024, our subsidiary, e Plus

Technology, inc., acquired certain assets and liabilities of PEAK.

Based in Denver, CO, PEAK is an established provider of modern data center, networking, and security products and services.

The acquisition will help drive additional growth

with enhanced engineering, sales, and services delivery capabilities in the mountain west region.

Our sum for consideration transferred is $ 7.9 million consisting of $ 5.6 million paid in cash at closing plus an additional $ 2.3 million that

was paid in April 2024 to the sellers based on adjustments to a determination of the total net assets delivered.

Our allocation of the purchase consideration to the assets acquired and

liabilities assumed is presented below (in thousands):

Acquisition Date Amount

Accounts receivable

Identified intangible asset

Accounts payable and other liabilities

Total identifiable net assets

Total purchase consideration

The identified intangible asset of $ 5.0 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 $ 3.2 million, of which $ 2.9 million

and $ 0.3 million were assigned to our product and professional services reporting segments, 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.

NETWORK SOLUTIONS GROUP

On April 30, 2023, our

subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of the Network Solutions Group (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 $ 59.6 million, equal to cash paid at closing.

As of our filing date, our initial accounting for the business combination is incomplete.

On April 30, 2023, our subsidiary, ePlus 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 is helping to drive additional growth for us in the service provider end-markets with enhanced engineering, sales, and services

delivery capabilities specific to the industry.

Our sum for consideration transferred is $ 48.6 million consisting of $ 59.6 million paid in cash at closing minus $ 11.0 million that was paid back to us during the quarter ended September 30, 2023, by the sellers based on adjustments to a determination of the

total net assets delivered.

Our allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):

Acquisition Date Amount

Accounts receivable

Identified intangible asset

Accounts payable and other liabilities

Contract liabilities

Total identifiable net assets

Total purchase consideration

The identified intangible asset 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 segments, 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.

FUTURE COM, LTD.

(“FUTURE COM”)

On July 15, 2022, our

subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of Future Com, Ltd., a Texas-based provider of cybersecurity solutions, cloud security and security consulting services throughout the US.

Our acquisition provides access

to enhanced engineering, sales, and services delivery capabilities in the South-Central region of the United States, as well as bolstering the skills and expertise surrounding ePlus’ growing cybersecurity practice.

for consideration transferred is $ 13.3 million consisting of $ 13.0 million paid in cash at closing plus an additional $ 0.3 million that

was subsequently paid to the sellers based on adjustments to our determination of the total net assets delivered.

Our allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in

Acquisition Date

subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of Future Com, a Texas-based provider of cybersecurity solutions, cloud security and security consulting services throughout the US.

Our acquisition provides access to

enhanced engineering, sales, and services delivery capabilities in the South-Central region of the United States, as well as bolstering the skills and expertise surrounding ePlus’ growing cybersecurity practice.

for consideration transferred is $ 13.3 million consisting of $ 13.0 million paid in cash at closing plus an additional $ 0.3

million that was subsequently paid to the sellers based on adjustments to our determination of the total net assets delivered.

Our allocation of the purchase consideration to the assets acquired and

liabilities assumed is presented below (in thousands):

Acquisition Date Amount

Accounts receivable

Identified intangible assets

Identified intangible asset

Accounts payable and other liabilities

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Total purchase consideration

The identified intangible assets of $ 8.4

The identified intangible asset of $ 8.4

million consists of customer relationships with an estimated useful life of seven years .

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We expect to collect all acquired receivables.

We recognized goodwill related to this transaction of $ 9.7

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.

We recognized goodwill

related to this transaction of $ 9.7 million, which was originally assigned to our technology segment.

result of changes in our segments, we subsequently reassigned the goodwill to our product, professional services, and managed services segments.

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, 2022, 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, 2022, 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 CODM is our Chief Executive Officer and

Our CODM conducts our operations through two operating segments- our technology segment and our financing segment.

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

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

Our reported measure is earnings before taxes.

Our reportable segment information was as follows (in thousands):

We manage and report our operating results through four operating segments:

product, professional services, managed services, and

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.

We refer to the product segment, professional services segment, and managed services segment collectively as our technology business.

Our financing business 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 business 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.

The following table provides reportable segment information (in thousands):

Year Ended March 31,

Cost of Sales

Selling, general, and administrative

Depreciation and amortization

Interest and financing costs

Professional services

Managed services

Professional services

Managed services

Operating expenses

Technology business

Operating income

Technology business

Other income (expense), net

Earnings before tax

Contracts with customers

Financing and other

Selected Financial Data - Statement of Cash Flow

Depreciation and amortization

Technology business

Interest and financing costs

Technology business

Selected Financial Data - Statement of Cash Flow

Purchases of property, equipment, and operating lease equipment:

Selected Financial Data - Balance Sheet

TECHNOLOGY SEGMENT DISAGGREGATION OF REVENUE

We analyze net sales for our technology segment by customer end market, by type, and by the timing of the transfer of goods and services and our

position as principal or agent, which are summarized below (in thousands):

Technology business

The following tables provide a disaggregation of net sales

by source and further disaggregate our revenue recognized from contracts with customers by timing and our position as principal or agent (in thousands):

Year ended March 31, 2024

Managed Services

Contracts with customers

Financing and other

Timing and position as principal or agent:

Transferred at a point in time as principal

Transferred at a point in time as agent

Transferred over time as principal

Total revenue from contracts with customers

Year ended March 31, 2023

Managed Services

Contracts with customers

Financing and other

Timing and position as principal or agent:

Transferred at a point in time as principal

Transferred at a point in time as agent

Transferred over time as principal

Total revenue from contracts with customers

Year ended March 31, 2022

Managed Services

Contracts with customers

Financing and other

Timing and position as principal or agent:

Transferred at a point in time as principal

Transferred at a point in time as agent

Transferred over time as principal

Total revenue from contracts with customers

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):

Year Ended March 31,

Customer end market:

Telecom, media & entertainment

State and local government and educational institutions

Financial services

revenue from financing and other

Revenue from contracts with customers

Data Center / Cloud

Total revenue from contracts with customers

Collaboration

ePlus services

Total product

Professional services

Managed services

revenue from financing and other

Revenue from contracts with customers

Timing and position as principal or agent:

Transferred at a point in time as principal

Transferred at a point in time as agent

Transferred over time as principal

Revenue from contracts with customers

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.

All revenues from contracts with customers in our financing segment are

recognized at a point in time as principal.

Total revenue from contracts with customers

We do not disaggregate sales by customer end market beyond the technology business.

FINANCING BUSINESS SEGMENT DISAGGREGATION OF REVENUE

We analyze our revenues within our financing business 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 business segment are from the sales of off-lease equipment .

GEOGRAPHIC INFORMATION

5 unchanged sentences

Sales to Verizon Communications Inc.

represented 22 % , 24 % and 19 % of net sales for the years ended March 31, 2023, March 31, 2022 , and March 31, 2021 , respectively, all of which related to our technology segment.

represented 19 %, 22 % and 24 % of net sales for the years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively, all of which related to our technology business

AND SUBSIDIARIES

14 unchanged sentences

Year ended March 31, 2024

These amounts represent the gross profit effect of sales returns during the

respective years.

Expected merchandise returns after year-end for sales made before year-end were $ 7.9 million, $ 7.8 million, and $ 7.4 million as

of March 31, 2023, 2022, and 2021, respectively.

These amounts represent the gross profit effect of sales returns during the respective years.

Expected merchandise returns after year-end for sales made before year-end were $ 10.1 million, $ 7.9 million, and $ 7.8 million as of March 31, 2024, 2023, and 2022, respectively.

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