EPLUS INC [PLUS] Filings

10-Q 1 ef20015351_10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____ to ____.

Commission file number: 1-34167

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware		54-1817218
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive, Herndon, VA 20171-3413

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 984-8400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	PLUS	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of common stock outstanding as of February 2, 2024, was 26,954,906.

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ePlus inc. AND SUBSIDIARIES

Part I. Financial Information:

Item 1.	Financial Statements

	Unaudited Consolidated Balance Sheets as of December 31, 2023, and March 31, 2023	5

	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2023, and 2022	6

	Unaudited Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended December 31, 2023, and 2022	7

	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2023, and 2022	8

	Unaudited Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended December 31, 2023, and 2022	10

	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47

Item 4.	Controls and Procedures	47

Part II. Other Information:

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	48

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	49

Signatures		51

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CAUTIONARY LANGUAGE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or “Exchange Act,” and are made in reliance upon the protections provided by such acts for forward-looking statements. Such statements are not based on historical fact but are based upon numerous assumptions about future conditions that may not occur. Forward-looking statements are generally identifiable by use of forward-looking words such as “may,” “should,” “would,” “intend,” “estimate,” “will,” “potential,” “possible,” “could,” “believe,” “expect,” “intend,” “plan,” “anticipate,” “project,” and similar expressions. Readers are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Forward-looking statements are made based upon information that is currently available or management’s current expectations and beliefs concerning future developments and their potential effects upon us, speak only as of the date hereof, and are subject to certain risks and uncertainties. We do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur, or of which we hereafter become aware. Actual events, transactions and results may materially differ from the anticipated events, transactions, or results described in such statements. Our ability to consummate such transactions and achieve such events or results is subject to certain risks and uncertainties. Such risks and uncertainties include, but are not limited to, the matters set forth below:

•

national and international political instability fostering uncertainty and volatility in the global economy including exposure to fluctuation in foreign currency rates, interest rates, and inflation, including increases in our costs and our ability to increase prices to our customers, which may result in adverse changes in our gross profit;

•

significant adverse changes in, reductions in, or loss of one or more of our larger volume customers or vendors;

•

supply chain issues, including a shortage of Information Technology (“IT”) products, may increase our costs or cause a delay in fulfilling customer orders, or increase our need for working capital, or delay completing professional services, or purchasing IT products or services needed to support our internal infrastructure or operations, resulting in an adverse impact on our financial results;

•

our dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel;

•

maintaining and increasing advanced professional services by recruiting and retaining highly skilled, competent personnel, and vendor certifications;

•

our ability to secure our own and our customers’ electronic and other confidential information, while maintaining compliance with evolving data privacy and regulatory laws and regulations;

•

ongoing remote work trends, and the increase in cybersecurity attacks that have occurred while employees work remotely;

•

loss of our credit facility or credit lines with our vendors may restrict our current and future operations;

•

our ability to raise capital, maintain or increase as needed our lines of credit with vendors or floor planning facility, obtain debt for our financing transactions, or the effect of those changes on our common stock price;

•

rising interest rates or the loss of key lenders or the constricting of credit markets;

•

our ability to manage a diverse product set of solutions, including artificial intelligence (“AI”) products and services, in highly competitive markets with a number of key vendors;

•

reliance on third-parties to perform some of our service obligations to our customers, and the reliance on a small number of key vendors in our supply chain with whom we do not have long-term supply agreements, guaranteed price agreements, or assurance of stock availability;

•

the possibility of a reduction of vendor incentives provided to us;

•

our dependency on continued innovations in hardware, software, and service offerings, including AI products and services, by our vendors and our ability to partner with them;

•

our ability to remain secure during a cybersecurity attack, including both disruptions in our or our vendors’ IT systems and data and audio communication networks;

•

our ability to identify acquisition candidates, or perform sufficient due diligence prior to completing an acquisition, or failure to integrate a completed acquisition may affect our earnings;

•

significant and rapid inflation may cause price, wage, and interest rate increases, as well as increases in operating costs that may impact the arrangements that have pricing commitments over the term of the agreement;

•

a natural disaster or other adverse event at one of our primary configuration centers, data centers, or a third-party provider location could negatively impact our business;

•

a possible decrease in the capital spending budgets of our customers or a decrease in purchases from us;

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•

changes in the IT industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service (“IaaS”), software as a service (“SaaS”), platform as a service (“PaaS”), and AI;

•

our ability to increase the total number of customers using integrated solutions by up-selling within our customer base and gaining new customers;

•

our ability to increase the total number of customers who use our managed services and professional services and continuing to enhance our managed services offerings to remain competitive in the marketplace;

•

our ability to perform professional and managed services competently;

•

our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration, and other key strategies;

•

exposure to changes in, interpretations of, or enforcement trends in, and customer and vendor actions in anticipation of or response to, legislation and regulatory matters;

•

domestic and international economic regulations uncertainty (e.g., tariffs, sanctions, and trade agreements);

•

our contracts may not be adequate to protect us, we are subject to audit which we may not pass, and our professional and liability insurance policies coverage may be insufficient to cover a claim;

•

failure to comply with public sector contracts, or applicable laws or regulations;

•

our ability to maintain our proprietary software and update our technology infrastructure to remain competitive in the marketplace;

•

fluctuations in foreign currency exchange rates may impact our results of operation and financial position; and

•

our ability to protect our intellectual property rights and successfully defend any challenges to the validity of our patents or allegations that we are infringing upon any third-party patents, and the costs associated with those actions, and, when appropriate, the costs associated with licensing required technology.

We cannot be certain that our business strategy will be successful or that we will successfully address these and other challenges, risks, and uncertainties. For a further list and description of various risks, relevant factors, and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see Part II, Item 1A, “Risk Factors” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained elsewhere in this report, as well as other reports that we file with the Securities and Exchange Commission (“SEC”).

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PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

e Plus inc. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	December 31, 2023			March 31, 2023
ASSETS

Current assets:
Cash and cash equivalents	$	142,170		$	103,093
Accounts receivable—trade, net		597,363			504,122
Accounts receivable—other, net		50,055			55,508
Inventories		218,046			243,286
Financing receivables—net, current		110,344			89,829
Deferred costs		54,279			44,191
Other current assets		47,057			55,101
Total current assets		1,219,314			1,095,130

Financing receivables and operating leases—net		87,012			84,417
Deferred tax asset		3,682			3,682
Property, equipment, and other assets—net		84,335			70,447
Goodwill		158,284			136,105
Other intangible assets—net		42,970			25,045
TOTAL ASSETS	$	1,595,597		$	1,414,826

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES

Current liabilities:
Accounts payable	$	294,705		$	220,159
Accounts payable—floor plan		92,518			134,615
Salaries and commissions payable		45,372			37,336
Deferred revenue		130,352			114,028
Recourse notes payable—current		-			5,997
Non-recourse notes payable—current		36,165			24,819
Other current liabilities		32,351			24,372
Total current liabilities		631,463			561,326

Non-recourse notes payable - long-term		12,233			9,522
Deferred tax liability		561			715
Other liabilities		73,587			60,998
TOTAL LIABILITIES		717,844			632,561

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS’ EQUITY

Preferred stock, $0.01 per share par value; 2,000 shares authorized; none outstanding		-			-
Common stock, $0.01 per share par value; 50,000 shares authorized; 26,954 outstanding at December 31, 2023 and 26,905 outstanding at March 31, 2023		274			272
Additional paid-in capital		177,465			167,303
Treasury stock, at cost, 446 shares at December 31, 2023 and 261 shares at March 31, 2023		(23,774	)		(14,080	)
Retained earnings		720,995			627,202
Accumulated other comprehensive income—foreign currency translation adjustment		2,793			1,568
Total Stockholders’ Equity		877,753			782,265
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,595,597		$	1,414,826

See Notes to Unaudited Consolidated Financial Statements.

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ePlus inc. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022

Net sales
Product	$	434,371	$	556,018	$	1,457,636	$	1,379,813
Services		74,684		67,458		213,205		195,728
Total		509,055		623,476		1,670,841		1,575,541
Cost of sales
Product		328,908		441,015		1,116,046		1,062,352
Services		46,337		44,089		134,347		127,990
Total		375,245		485,104		1,250,393		1,190,342

Gross profit		133,810		138,372		420,448		385,199

Selling, general, and administrative		89,381		86,730		272,331		248,201
Depreciation and amortization		5,399		3,609		15,821		10,387
Interest and financing costs		983		1,575		3,054		2,863
Operating expenses		95,763		91,914		291,206		261,451

Operating income		38,047		46,458		129,242		123,748

Other income (expense), net		366		2,907		673		(3,112	)

Earnings before tax		38,413		49,365		129,915		120,636

Provision for income taxes		11,131		13,671		36,122		34,134

Net earnings	$	27,282	$	35,694	$	93,793	$	86,502
Net earnings per common share—basic	$	1.02	$	1.34	$	3.53	$	3.26
Net earnings per common share—diluted	$	1.02	$	1.34	$	3.52	$	3.24

Weighted average common shares outstanding—basic		26,618		26,592		26,598		26,561
Weighted average common shares outstanding—diluted		26,697		26,648		26,665		26,688

See Notes to Unaudited Consolidated Financial Statements.

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ePlus inc. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022

NET EARNINGS	$	27,282	$	35,694	$	93,793	$	86,502

OTHER COMPREHENSIVE INCOME, NET OF TAX:

Foreign currency translation adjustments		2,027		3,131		1,225		721

Other comprehensive income		2,027		3,131		1,225		721

TOTAL COMPREHENSIVE INCOME	$	29,309	$	38,825	$	95,018	$	87,223

See Notes to Unaudited Consolidated Financial Statements.

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ePlus inc. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended December 31,
	2023			2022
Cash flows from operating activities:
Net earnings	$	93,793		$	86,502

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization		19,561			14,248
Provision for credit losses		1,027			2,846
Share-based compensation expense		7,145			5,681
Deferred taxes		(153	)		195
Gain on disposal of property, equipment, and operating lease equipment		(263	)		(3,201	)
Changes in:
Accounts receivable		(68,329	)		(266,470	)
Inventories—net		26,623			(90,205	)
Financing receivables—net		(32,666	)		(47,442	)
Deferred costs and other assets		(13,695	)		(60,804	)
Accounts payable—trade		68,164			156,283
Salaries and commissions payable, deferred revenue, and other liabilities		42,285			55,329
Net cash provided by (used in) operating activities		143,492			(147,038	)

Cash flows from investing activities:
Proceeds from sale of property, equipment, and operating lease equipment		469			3,325
Purchases of property, equipment and operating lease equipment		(7,704	)		(5,661	)
Cash used in acquisitions, net of cash acquired		(48,603	)		(13,288	)
Net cash used in investing activities		(55,838	)		(15,624	)

Cash flows from financing activities:
Borrowings of non-recourse and recourse notes payable		293,809			189,063
Repayments of non-recourse and recourse notes payable		(277,612	)		(87,502	)
Proceeds from issuance of common stock		3,019			-
Repurchase of common stock		(9,816	)		(7,224	)
Net borrowings (repayments) on floor plan facility		(58,051	)		9,218
Net cash provided by (used in) financing activities		(48,651	)		103,555

Effect of exchange rate changes on cash		74			3,124

Net increase (decrease) in cash and cash equivalents		39,077			(55,983	)

Cash and cash equivalents, beginning of period		103,093			155,378

Cash and cash equivalents, end of period	$	142,170		$	99,395

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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(in thousands)

	Nine Months Ended December 31,
	2023			2022
Supplemental disclosures of cash flow information:
Cash paid for interest	$	2,924		$	2,402
Cash paid for income taxes	$	32,732		$	39,693
Cash paid for amounts included in the measurement of lease liabilities	$	2,992		$	3,374

Schedule of non-cash investing and financing activities:
Proceeds from sale of property, equipment, and leased equipment	$	11		$	34
Purchases of property, equipment, and operating lease equipment	$	(165	)	$	(125	)
Borrowing of non-recourse and recourse notes payable	$	30,329		$	38,267
Debt derecognized due to sales of financial assets	$	(38,465	)	$	(22,686	)
Vesting of share-based compensation	$	9,434		$	9,854
New operating lease assets obtained in exchange for lease obligations	$	4,883		$	3,348

See Notes to Unaudited Consolidated Financial Statements.

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ePlus inc. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Nine Months Ended December 31, 2023
														Accumulated
						Additional								Other
	Common Stock					Paid-In			Treasury			Retained		Comprehensive
	Shares			Par Value		Capital			Stock			Earnings		Income			Total
Balance, March 31, 2023		26,905		$	272	$	167,303		$	(14,080	)	$	627,202	$	1,568		$	782,265
Issuance of restricted stock awards		153			2		(2	)		-			-		-			—
Issuance of common stock		36			-		1,398			-			-		-			1,398
Share-based compensation		-			-		2,205			-			-		-			2,205
Repurchase of common stock		(147	)		-		-			(7,371	)		-		-			(7,371	)
Net earnings		-			-		-			-			33,847		-			33,847
Foreign currency translation adjustment		-			-		-			-			-		947			947

Balance, June 30, 2023		26,947		$	274	$	170,904		$	(21,451	)	$	661,049	$	2,515		$	813,291
Issuance of restricted stock awards		10			-		-			-			-		-			-
Share-based compensation		-			-		2,414			-			-		-			2,414
Repurchase of common stock		(15	)		-		-			(924	)		-		-			(924	)
Net earnings		-			-		-			-			32,664		-			32,664
Foreign currency translation adjustment		-			-		-			-			-		(1,749	)		(1,749	)

Balance, September 30, 2023		26,942		$	274	$	173,318		$	(22,375	)	$	693,713	$	766		$	845,696
Issuance of restricted stock awards		1			-		-			-			-		-			-
Issuance of common stock		34			-		1,621			-			-		-			1,621
Share-based compensation		-			-		2,526			-			-		-			2,526
Repurchase of common stock		(23	)		-		-			(1,399	)		-		-			(1,399	)
Net earnings		-			-		-			-			27,282		-			27,282
Foreign currency translation adjustment		-			-		-			-			-		2,027			2,027

Balance, December 31, 2023		26,954		$	274	$	177,465		$	(23,774	)	$	720,995	$	2,793		$	877,753

	Nine Months Ended December 31, 2022
													Accumulated
						Additional							Other
	Common Stock					Paid-In		Treasury			Retained		Comprehensive
	Shares			Par Value		Capital		Stock			Earnings		Income			Total
Balance, March 31, 2022		26,886		$	270	$	159,480	$	(6,734	)	$	507,846	$	(124	)	$	660,738
Issuance of restricted stock awards		135			1		-		-			-		-			1
Share-based compensation		-			-		1,773		-			-		-			1,773
Repurchase of common stock		(128	)		-		-		(7,224	)		-		-			(7,224	)
Net earnings		-			-		-		-			22,339		-			22,339
Foreign currency translation adjustment		-			-		-		-			-		(1,339	)		(1,339	)

Balance, June 30, 2022		26,893		$	271	$	161,253	$	(13,958	)	$	530,185	$	(1,463	)	$	676,288
Issuance of restricted stock awards		13			1		-		-			-		-			1
Share-based compensation		-			-		1,958		-			-		-			1,958
Net earnings		-			-		-		-			28,469		-			28,469
Foreign currency translation adjustment		-			-		-		-			-		(1,071	)		(1,071	)

Balance, September 30, 2022		26,906		$	272	$	163,211	$	(13,958	)	$	558,654	$	(2,534	)	$	705,645
Issuance of restricted stock awards		1			-		-		-			-		-			-
Share-based compensation		-			-		1,950		-			-		-			1,950
Net earnings		-			-		-		-			35,694		-			35,694
Foreign currency translation adjustment		-			-		-		-			-		3,131			3,131

Balance, December 31, 2022		26,907		$	272	$	165,161	$	(13,958	)	$	594,348	$	597		$	746,420

See Notes to Unaudited Consolidated Financial Statements.

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ePlus inc. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS — Our company was founded in 1990 and is a Delaware corporation. ePlus inc. is sometimes referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” or “ePlus.” ePlus inc. is a holding company that through its subsidiaries provides IT solutions that enable organizations to optimize their IT environment and supply chain processes. We also provide consulting, professional services, managed services, and complete lifecycle management services including flexible financing solutions. We focus on selling to medium and large enterprises, with customers in the United States (“US”) and in select international markets including the United Kingdom (“UK”), the European Union (“EU”), India, Singapore, and Israel.

BASIS OF PRESENTATION — The unaudited consolidated financial statements include the accounts of ePlus inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accounts of businesses acquired are included in the unaudited consolidated financial statements from the dates of acquisition. During the quarter ended June 30, 2023, we modified our technology segment into new segments—product, professional services, and managed services—that combine to form our technology business to provide our management the ability to better manage and allocate resources among the separate components of this business. Our professional services and managed services are a significant component of our growth and long-term strategic initiatives. Subsequently, we manage and report our operating results through four operating segments: product, professional services, managed services, and financing. For additional information, see Note 16, “Segment Reporting”.

INTERIM FINANCIAL STATEMENTS — The unaudited consolidated financial statements for the nine months ended December 31, 2023, and 2022, were prepared by us and include all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of our financial position, results of operations, changes in comprehensive income, and cash flows for such periods. Operating results for the nine months ended December 31, 2023, and 2022, are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending March 31, 2024, or any other future period. These unaudited consolidated financial statements do not include all disclosures required by the accounting principles generally accepted in the United States (“US GAAP”) for annual financial statements. These financial statements should be read in conjunction with the information contained in our annual report on Form 10-K for the year ended March 31, 2023 (“2023 Annual Report”), and our Form 8-K that we filed with the SEC on October 6, 2023, which recasts the disclosures in certain portions of our 2023 Annual Report to reflect changes in our reportable segments.

USE OF ESTIMATES — The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual values, vendor consideration, lease classification, goodwill and intangible assets, allowance for credit losses, inventory obsolescence, and the recognition and measurement of income tax assets and other provisions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

CONCENTRATIONS OF RISK — A substantial portion of our sales are products from Cisco Systems, which were 36% and 39% of our technology business segments net sales for the three months ended December 31, 2023, and 2022, respectively, and 45% and 38% of our technology business segments net sales for the nine months ended December 31, 2023, and 2022, respectively.

SIGNIFICANT ACCOUNTING POLICIES — The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in our Consolidated Financial Statements for the year ended March 31, 2023, except for the changes provided in Note 2, “Recent Accounting Pronouncements.”

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2.	RECENT 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 is effective for us beginning in the first quarter of our fiscal year ending March 31, 2024, except for a requirement to provide a roll forward of our obligations during the annual period, which is effective for us beginning in the first quarter of our fiscal year ending March 31, 2025. We adopted the standard during the first quarter of fiscal year ending March 31, 2024, except for the roll forward requirement, which will be adopted during the first quarter of fiscal year ending March 31, 2025. The adoption of the standard resulted in new disclosures only for amounts presented within Accounts payable – floor plan. For additional information on the new disclosures, see Note 8, “Notes Payable and Credit Facility”.

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 disclosures.

REVENUES

CONTRACT BALANCES

Accounts receivable – trade consists entirely of amounts due from contracts with customers. In addition, we had $67.3 million and $70.4 million of receivables from contracts with customers included within financing receivables as of December 31, 2023, and March 31, 2023, respectively. The following table provides the balance of contract liabilities from contracts with customers (in thousands):

	December 31, 2023		March 31, 2023
Current (included in deferred revenue)	$	129,875	$	113,713
Non-current (included in other liabilities)	$	58,766	$	47,217

Revenue recognized from the beginning contract liability balance was $15.5 million and $70.1 million for the three and nine months ended December 31, 2023, respectively, and $15.0 million and $57.4 million for the three and nine months ended December 31, 2022, respectively.

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PERFORMANCE OBLIGATIONS

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

Remainder of the year ending March 31, 2024	$	25,473
Year ending March 31, 2025		59,995
Year ending March 31, 2026		29,509
Year ending March 31, 2027		13,633
Year ending March 31, 2028 and thereafter		4,810
Total remaining performance obligations	$	133,420

The table does not include the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts where we recognize revenue at the amount that we have the right to invoice for services performed.

4.	FINANCING RECEIVABLES AND OPERATING LEASES

Our financing receivables and operating leases consist primarily of leases of IT and communication equipment and notes receivable from financing customer purchases of third-party software, maintenance, and services. Our leases often include elections for the lessee to purchase the underlying asset at the end of the lease term. Often, our leases provide the lessee a bargain purchase option.

The following table provides the profit recognized for sales-type leases at their commencement date, including modifications that are recognized on a net basis, for the three and nine months ended December 31, 2023, and 2022 (in thousands):

	Three months Ended December 31,				Nine months Ended December 31,
	2023		2022		2023		2022
Net sales	$	7,418	$	5,916	$	19,913	$	15,405
Cost of sales		6,666		4,949		18,189		12,785
Gross profit	$	752	$	967	$	1,724	$	2,620

The following table provides interest income in aggregate on our sales-type leases and lease income on our operating leases for the three and nine months ended December 31, 2023, and 2022 (in thousands):

	Three months Ended December 31,				Nine months Ended December 31,
	2023		2022		2023		2022
Interest income on sales-type leases	$	1,912	$	996	$	4,898	$	2,677
Lease income on operating leases	$	2,757	$	4,030	$	8,366	$	13,271

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FINANCING RECEIVABLES—NET

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

	Notes			Lease			Financing
December 31, 2023	Receivable			Receivables			Receivables
Gross receivables	$	125,386		$	82,257		$	207,643
Unguaranteed residual value (1)		-			8,860			8,860
Unearned income		(4,723	)		(16,374	)		(21,097	)
Allowance for credit losses (2)		(829	)		(1,464	)		(2,293	)
Total, net	$	119,834		$	73,279		$	193,113
Reported as:
Current	$	71,905		$	38,439		$	110,344
Long-term		47,929			34,840			82,769
Total, net	$	119,834		$	73,279		$	193,113

(1)	Includes unguaranteed residual values of $4,009 thousand that we retained after selling the related lease receivable.

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

	Notes			Lease			Financing
March 31, 2023	Receivable			Receivables			Receivables
Gross receivables	$	117,008		$	60,157		$	177,165
Unguaranteed residual value (1)		-			8,161			8,161
Unearned income		(5,950	)		(8,050	)		(14,000	)
Allowance for credit losses (2)		(801	)		(981	)		(1,782	)
Total, net	$	110,257		$	59,287		$	169,544
Reported as:
Current	$	65,738		$	24,091		$	89,829
Long-term		44,519			35,196			79,715
Total, net	$	110,257		$	59,287		$	169,544

(1)	Includes unguaranteed residual values of $4,222 thousand that we retained after selling the related lease receivable.

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

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):

	December 31,			March 31,
	2023			2023
Cost of equipment under operating leases	$	13,749		$	15,301
Accumulated depreciation		(9,506	)		(10,599	)
Investment in operating lease equipment—net ⁽¹⁾	$	4,243		$	4,702

(1)	Amounts include estimated unguaranteed residual values of $1,647 thousand and $1,717 thousand as of December 31, 2023, and March 31, 2023, respectively.

TRANSFERS OF FINANCIAL ASSETS

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

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For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable. As of December 31, 2023, and March 31, 2023, we had financing receivables of $70.0 million and $35.7 million, respectively, and operating leases of $2.5 million for both periods, which were collateral for non-recourse notes payable. See Note 8, “Notes Payable and Credit Facility.”

For transfers accounted for as a sale, we derecognize the carrying value of the asset transferred plus any liability and recognize a net gain or loss on the sale, which are presented within net sales in the consolidated statement of operations. During the three months ended December 31, 2023, and 2022, we recognized net gains of $8.1 million and $5.2 million, respectively, and total proceeds from these sales were $422.1 million and $157.2 million, respectively. For the nine months ended December 31, 2023, and 2022, we recognized net gains of $16.3 million and $15.1 million, respectively, and total proceeds from these sales were $704.3 million and $586.1 million, respectively.

When we retain servicing obligations in transfers accounted for as sales, we allocate a portion of the proceeds to deferred revenue, which is recognized as we perform the services. As of December 31, 2023, and March 31, 2023, we had deferred revenue of $0.4 million and $0.5 million, respectively, for servicing obligations.

In a limited number of transfers accounted for as sales, we provide an indemnification right to the assignee if the lessee elects to early terminate the lease. As of December 31, 2023, and March 31, 2023, the total potential payments that could result from these indemnities was immaterial.

5.	LESSEE ACCOUNTING

We lease office space for periods up to six years and lease warehouse space for periods of up to ten years, and we have some lease options that can be exercised to extend beyond those lease term limits. We recognize our right-of-use assets as part of property, equipment, and other assets. We recognize the current and long-term portions of our lease liability as part of other current liabilities and other liabilities, respectively. We recognized rent expense as part of selling, general and administrative expenses. We recognized rent expense of $1.4 million and $1.3 million for the three months ended December 31, 2023, and December 31, 2022, respectively, and $4.4 million and $3.8 million for the nine months ended December 31, 2023, and 2022, respectively.

6.	GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

The following table summarizes the changes in the carrying amount of goodwill for the nine months ended December 31, 2023 (in thousands):

			Professional		Managed
	Product		Services		Services		Total
Balance March 31, 2023 (1)	$	106,497	$	19,712	$	9,896	$	136,105
Acquisitions		19,672		2,456		-	$	22,128
Foreign currency translations		40		7		4	$	51
Balance December 31, 2023 (1)	$	126,209	$	22,175	$	9,900	$	158,284

(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 goodwill balance increased by $22.2 million over the nine months ended December 31, 2023, due to $22.1 million in goodwill additions from our acquisition of Network Solutions Group (“NSG”), and from foreign currency translations of $0.1 million. Please refer to Note 15, “Business Combinations” for details of our acquisition.

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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, 2023, we performed a qualitative assessment of goodwill and concluded that, more likely than not, the fair value of our product, professional services, and managed services reporting units continued to exceed their carrying value.

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 allocated 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.

OTHER INTANGIBLE ASSETS

Our other intangible assets consist of the following on December 31, 2023, and March 31, 2023 (in thousands):

	December 31, 2023										March 31, 2023
	Gross Carrying			Accumulated				Net Carrying			Gross Carrying			Accumulated				Net Carrying
	Amount			Amortization				Amount			Amount			Amortization				Amount
Purchased intangibles		$	115,471		$	(72,784	)		$	42,687		$	85,449		$	(61,376	)		$	24,073
Capitalized software development			10,517			(10,234	)			283			10,516			(9,544	)			972
Total		$	125,988		$	(83,018	)		$	42,970		$	95,965		$	(70,920	)		$	25,045

Purchased intangibles, consisting mainly of customer relationships, are generally amortized between 5 to 10 years. Capitalized software development is generally amortized over 5 years.

Total amortization expense for customer relationships and other intangible assets was $3.9 million for the three months ended December 31, 2023, and $2.5 million for the three months ended December 31, 2022, and $11.3 million and $7.2 million for the nine months ended December 31, 2023, and 2022, respectively.

7.	ALLOWANCE FOR CREDIT LOSSES

The following table provides the activity in our allowance for credit losses for the nine months ended December 31, 2023, and 2022 (in thousands):

	Accounts Receivable			Notes Receivable		Lease Receivables			Total
Balance April 1, 2023	$	2,572		$	801	$	981		$	4,354
Provision for credit losses		516			27		484			1,027
Write-offs and other		(89	)		1		(1	)		(89	)
Balance December 31, 2023	$	2,999		$	829	$	1,464		$	5,292

	Accounts Receivable			Notes Receivable			Lease Receivables		Total
Balance April 1, 2022	$	2,411		$	708		$	681	$	3,800
Provision for credit losses		1,584			546			716	$	2,846
Write-offs and other		(102	)		(2	)		-	$	(104	)
Balance December 31, 2022	$	3,893		$	1,252		$	1,397	$	6,542

We evaluate our customers using an internally assigned credit quality rating “CQR”. The CQR categories of our financing receivables are:

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•	High CQR: This rating includes accounts with excellent to good business credit, asset quality and capacity to meet financial obligations. Loss rates in this category are generally less than 1%.

•	Average CQR: This rating includes accounts with average credit risk that are more susceptible to loss in the event of adverse business or economic conditions. Loss rates in this category are in the range of 1% to 8%.

•	Low CQR: This rating includes accounts that have marginal credit risk such that the customer’s ability to make repayment is impaired or may likely become impaired. The loss rates in this category in the normal course are greater than 8% and up to 100%.

The following table provides the amortized cost basis of our financing receivables by CQR and by credit origination year as of December 31, 2023 (in thousands):

	Amortized cost basis by origination year ending March 31,
	2024		2023		2022		2021		2020		2019 and prior		Total		Transfers (2)			Net credit exposure

Notes receivable:
High CQR	$	78,475	$	19,040	$	4,558	$	3,230	$	39	$	-	$	105,342	$	(35,451	)	$	69,891
Average CQR		10,780		4,078		374		75		-		14		15,321		(3,858	)		11,463
Total	$	89,255	$	23,118	$	4,932	$	3,305	$	39	$	14	$	120,663	$	(39,309	)	$	81,354

Lease receivables:
High CQR	$	26,317	$	9,664	$	2,211	$	1,270	$	214	$	10	$	39,686	$	(5,320	)	$	34,366
Average CQR		17,209		10,713		2,749		375		2		-		31,048		(3,548	)		27,500
Total	$	43,526	$	20,377	$	4,960	$	1,645	$	216	$	10	$	70,734	$	(8,868	)	$	61,866

Total amortized cost (1)	$	132,781	$	43,495	$	9,892	$	4,950	$	255	$	24	$	191,397	$	(48,177	)	$	143,220

(1)	Excludes unguaranteed residual values of $4,009 thousand that we retained after selling the related lease receivable.

(2)	Transfers consist of receivables that have been transferred to third-party financial institutions on a non-recourse basis.

The following table provides the amortized cost basis of our financing receivables by CQR and by credit origination year as of March 31, 2023 (in thousands):

	Amortized cost basis by origination year ending March 31,
	2023		2022		2021		2020		2019		2018 and prior		Total		Transfers (2)			Net credit exposure

Notes receivable:
High CQR	$	72,155	$	11,378	$	11,267	$	370	$	30	$	-	$	95,200	$	(28,115	)	$	67,085
Average CQR		12,793		2,675		213		115		61		1		15,858		(1,432	)		14,426
Total	$	84,948	$	14,053	$	11,480	$	485	$	91	$	1	$	111,058	$	(29,547	)	$	81,511

Lease receivables:
High CQR	$	21,629	$	3,842	$	1,916	$	565	$	51	$	9	$	28,012	$	(1,437	)	$	26,575
Average CQR		23,796		3,430		770		35		3		-		28,034		(1,594	)		26,440
Total	$	45,425	$	7,272	$	2,686	$	600	$	54	$	9	$	56,046	$	(3,031	)	$	53,015

Total amortized cost (1)	$	130,373	$	21,325	$	14,166	$	1,085	$	145	$	10	$	167,104	$	(32,578	)	$	134,526

(1)	Excludes unguaranteed residual values of $4,222 thousand that we retained after selling the related lease receivable.

(2)

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

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The following table provides an aging analysis of our financing receivables as of December 31, 2023 (in thousands):

	31-60 Days Past Due		61-90 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Billed		Unbilled		Amortized Cost
Notes receivable	$	5,735	$	306	$	2,131	$	8,172	$	5,617	$	13,789	$	106,874	$	120,663
Lease receivables		542		754		2,023		3,319		3,221		6,540		64,194		70,734
Total	$	6,277	$	1,060	$	4,154	$	11,491	$	8,838	$	20,329	$	171,068	$	191,397

The following table provides an aging analysis of our financing receivables as of March 31, 2023 (in thousands):

	31-60 Days Past Due		61-90 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Billed		Unbilled		Amortized Cost
Notes receivable	$	1,020	$	862	$	473	$	2,355	$	7,703	$	10,058	$	101,000	$	111,058
Lease receivables		1,068		463		864		2,395		5,413		7,808		48,238		56,046
Total	$	2,088	$	1,325	$	1,337	$	4,750	$	13,116	$	17,866	$	149,238	$	167,104

Our financial assets on nonaccrual status were not significant as of December 31, 2023, and March 31, 2023.

8.	NOTES PAYABLE AND CREDIT FACILITY

CREDIT FACILITY

We finance the operations of our subsidiaries ePlus Technology, inc., ePlus Technology Services, inc., and SLAIT Consulting, LLC (collectively, the “Borrowers”) in our technology business through a credit facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”). The WFCDF credit facility (the “WFCDF Credit Facility”) has a floor plan facility and a revolving credit facility.

On October 13, 2021, the Borrowers amended, restated, and replaced in entirety their then-existing credit agreements with WFCDF. On October 31, 2022, the Borrowers entered into the First Amendment to the credit agreement. Under this agreement and its amendment, the credit facility is provided by a syndicate of banks (collectively, the “Lenders”) for which WFCDF acts as administrative agent and consists of a discretionary senior secured floor plan facility in favor of the Borrowers.

On March 10, 2023, the Borrowers entered into a Second Amendment to the credit agreement that amended the credit agreement to increase the maximum aggregate amount of principal available under the floor plan facility to $500.0 million and increase the maximum aggregate amount of principal available under the Revolving Facility to $200.0 million.

Under the accounts payable floor plan facility, we had an outstanding balance of $92.5 million and $134.6 million as of December 31, 2023, and March 31, 2023, respectively. On our balance sheet, our liability under the accounts payable floor plan facility is presented as accounts payable – floor plan.

We use the floor plan to facilitate the purchase of inventory from designated suppliers. The Lenders pay our suppliers and provide us extended payment terms. We pay down the floor plan facility on three specified dates each month, generally 30-60 days from the invoice date. We do not incur any interest or other incremental expenses for the floor plan facility. We are not involved in establishing the terms or conditions of the arrangements between our suppliers and the Lenders.

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Under the revolving credit facility, we had no balance outstanding as of December 31, 2023, and March 31, 2023. On our balance sheet, our liability under the revolving credit facility is presented as part of recourse notes payable – current.

The fair value of the outstanding balances under the WFCDF Credit Facility were approximately equal to their carrying value as of December 31, 2023, and March 31, 2023.

The amount of principal available is subject to a borrowing base determined by, among other things, the Borrowers’ accounts receivable and inventory, each pursuant to a formula and subject to certain reserves. Loans accrue interest at a rate per annum equal to Term SOFR Rate plus a Term SOFR Adjustment of 0.10% plus an Applicable Margin of 1.75%.

Our borrowings under the WFCDF Credit Facility are secured by the assets of the Borrowers. Additionally, the WFCDF Credit Facility requires a guaranty of $10.5 million by ePlus inc.

Under the WFCDF Credit Facility, the Borrowers are restricted in their ability to pay dividends to ePlus inc. unless their available borrowing meets or met certain thresholds. As of December 31, 2023, and March 31, 2023, their available borrowing met the thresholds such that there were no restrictions on their ability to pay dividends.

The WFCDF Credit Facility has an initial one-year term, which automatically renews for successive one-year terms thereafter. However, either the Borrowers or WFCDF may terminate the WFCDF Credit Facility at any time by providing a written termination notice to the other party no less than 90 days prior to such termination.

The loss of the WFCDF Credit Facility could have a material adverse effect on our future results as we currently rely on this facility and its components for daily working capital and liquidity for our technology business and as an operational function of our accounts payable process.

RECOURSE NOTES PAYABLE

Recourse notes payable consist of borrowings that, in the event of default, the lender has recourse against us. As of March 31, 2023, we had $6.0 million arising from one installment payment arrangement within our technology business. As of December 31, 2023, we have fully paid off our recourse notes payable. 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.

NON-RECOURSE NOTES PAYABLE

Non-recourse notes payable consists of borrowings that, in the event of a default by a customer, the lender generally only has recourse against the customer, and the assets serving as collateral, but not against us. As of December 31, 2023, and March 31, 2023, we had $48.4 million and $34.3 million, respectively, of non-recourse borrowings that were collateralized by investments in notes and leases. Principal and interest payments are generally due periodically in amounts that are approximately equal to the total payments due from the customer under the leases or notes receivable that collateralize the notes payable. The weighted average interest rate for our non-recourse notes payable was 6.64% and 5.01%, as of December 31, 2023, and March 31, 2023, respectively.

9.	COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

We are subject to various legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business and have not been fully resolved. The ultimate outcome of any litigation or other legal dispute is uncertain. When a loss related to a legal proceeding or claim is probable and reasonably estimable, we accrue our best estimate for the ultimate resolution of the matter. If one or more legal matters are resolved against us in a reporting period for amounts above our expectations, our financial condition and operating results for that period may be adversely affected. As of December 31, 2023, we do not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current, or future transactions or events.

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10.	EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net earnings available to common shareholders by the basic weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is calculated by dividing net earnings available to common shareholders by the basic weighted average number of shares of common stock outstanding plus common stock equivalents during each period.

The following table provides a reconciliation of the numerators and denominators used to calculate basic and diluted net income per common share as disclosed on our unaudited consolidated statements of operations for the three and nine months ended December 31, 2023, and 2022, respectively (in thousands, except per share data).

	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022

Net earnings attributable to common shareholders - basic and diluted	$	27,282	$	35,694	$	93,793	$	86,502

Basic and diluted common shares outstanding:
Weighted average common shares outstanding — basic		26,618		26,592		26,598		26,561
Effect of dilutive shares		79		56		67		127
Weighted average shares common outstanding — diluted		26,697		26,648		26,665		26,688

Earnings per common share - basic	$	1.02	$	1.34	$	3.53	$	3.26

Earnings per common share - diluted	$	1.02	$	1.34	$	3.52	$	3.24

11.	STOCKHOLDERS’ EQUITY

SHARE REPURCHASE PLAN

On March 22, 2023, our board of directors authorized the repurchase of up to 1,000,000 shares of our outstanding common stock, over a 12-month period beginning May 28, 2023. On March 24, 2022, our board of directors authorized the repurchase of up to 1,000,000 shares of our outstanding common stock, over a 12-month period beginning May 28, 2022. Under both authorized programs, purchases may be made from time to time in the open market, or in privately negotiated transactions, subject to availability. Any repurchased shares will have the status of treasury shares and may be used, when needed, for general corporate purposes.

During the nine months ended December 31, 2023, we purchased 131,263 shares of our outstanding common stock at a value of $6.7 million under the share repurchase plan; we also purchased 53,945 shares of common stock at a value of $3.0 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock.

During the nine months ended December 31, 2022, we purchased 70,473 shares of our outstanding common stock at a value of $3.9 million under the share repurchase plan; we also purchased 58,080 shares of common stock at a value of $3.3 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock.

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12.	SHARE-BASED COMPENSATION

SHARE-BASED PLANS

As of December 31, 2023, we had share-based awards outstanding under the following plans: (1) the 2017 Non-Employee Director Long-Term Incentive Plan (“2017 Director LTIP”), (2) the 2012 Employee Long-Term Incentive Plan (“2012 Employee LTIP”), and (3) the 2021 Employee Long-Term Incentive Plan (“2021 Employee LTIP”).

The 2021 Employee LTIP was approved by our shareholders on September 16, 2021, and became effective October 1, 2021. The 2021 Employee LTIP replaced the 2012 Employee LTIP that had previously been approved by our shareholders on September 13, 2012. Beginning September 16, 2021, we permanently ceased issuing any additional shares under the 2012 Employee LTIP.

These share-based plans define fair market value as the closing sales price of a share of common stock as quoted on any established stock exchange for such date or the most recent trading day preceding such date if there were no trades on such date.

RESTRICTED STOCK ACTIVITY

For the nine months ended December 31, 2023, we granted 13,120 restricted shares of our stock under the 2017 Director LTIP, and 152,865 restricted shares of our stock under the 2021 Employee LTIP. For the nine months ended December 31, 2022, we granted 18,842 shares of our stock under the 2017 Director LTIP, and 138,643 restricted shares of our stock under the 2021 Employee LTIP. The following table provides a summary of our restricted stock activity:

	Number of Shares			Weighted Average Grant-date Fair Value

Nonvested April 1, 2023		314,860		$	49.57
Granted		165,985		$	56.43
Vested		(167,546	)	$	46.31
Forfeited		(2,509	)	$	55.60
Nonvested December 31, 2023		310,790		$	55.01

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 named 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. No shares vested or were forfeited during the year.

EMPLOYEE STOCK PURCHASE PLAN

On September 15, 2022, our stockholders approved the 2022 Employee Stock Purchase Plan (“ESPP”) through which eligible employees may purchase up to an aggregate of 2.50 million shares of our stock at 6-month intervals at a discount off the lesser of the closing market price on the first or the last trading day of each offering period. During the nine months ended December 31, 2023, we issued 70,715 shares at a weighted average price of $42.69 per share under the ESPP. As of December 31, 2023, there were 2.43 million shares remaining under the ESPP.

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COMPENSATION EXPENSE

The following table provides a summary of our total share-based compensation expense, including for restricted stock awards, ESPP, PSUs, and the related income tax benefit for the three and nine months ended December 31, 2023, and 2022, respectively (in thousands):

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2023			2022			2023			2022
Equity-based compensation expense	$	2,526		$	1,950		$	7,145		$	5,681
Income tax benefit		(733	)		(540	)		(1,986	)		(1,608	)

We recognized the income tax benefit as a reduction to our provision for income taxes. As of December 31, 2023, the total unrecognized compensation expense related to non-vested restricted stock was $12.6 million, which is expected to be recognized over a weighted-average period of 30 months.

We also provide our employees with a contributory 401(k) profit sharing plan, to which we may contribute from time to time at our sole discretion. Employer contributions to the plan are always fully vested. Our estimated contribution expense to the plan for the three months ended December 31, 2023, and 2022, was $1.0 and $1.1 million, respectively. For the nine months ended December 31, 2023, and 2022, our estimated contribution expense for the plan was $3.6 million and $3.2 million, respectively.

13.	INCOME TAXES

Our provision for income tax expense was $11.1 million and $36.1 million for the three and nine months ended December 31, 2023, as compared to $13.7 million and $34.1 million for the same periods in the prior year. Our effective tax rate for the three and nine months ended December 31, 2023, was 29.0% and 27.8% respectively, compared with 27.7% and 28.3%, respectively, for the same periods in the prior year. The effective tax rate for the three and nine months ended December 31, 2023, and December 31, 2022, differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes.

14.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table summarizes the fair value hierarchy of our financial instruments as of December 31, 2023, and March 31, 2023 (in thousands):

			Fair Value Measurement Using
	Recorded Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2023
Assets:
Money market funds	$	30,230	$	30,230	$	-	$	-

March 31, 2023
Assets:
Money market funds	$	8,880	$	8,880	$	-	$	-

15.	BUSINESS COMBINATIONS

PEAK RESOURCES, INC. (“PEAK”)

On January 27, 2024, our subsidiary, ePlus 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 preliminary sum for consideration transferred is $5.6 million, equal to cash paid at closing. As of our filing date, our initial accounting for the business combination is incomplete.

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NETWORK SOLUTIONS GROUP (NSG)

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	$	20,419
Other assets		1,940
Identified intangible assets		29,960
Accounts payable and other liabilities		(24,758	)
Contract liabilities		(1,086	)
Total identifiable net assets		26,475
Goodwill		22,128
Total purchase consideration	$	48,603

The identified intangible assets of $30.0 million consists of customer relationships with an estimated useful life of seven years. The fair value of acquired receivables equals the gross contractual amounts receivable. We expect to collect all acquired receivables.

We recognized goodwill related to this transaction of $22.1 million, of which $19.7 million and $2.4 million were assigned to our product and professional services reporting segment, 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, 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.

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Our sum 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	$	4,033
Other assets		129
Identified intangible assets		8,360
Accounts payable and other current liabilities		(8,714	)
Contract liabilities		(214	)
Total identifiable net assets		3,594
Goodwill		9,694
Total purchase consideration	$	13,288

The identified intangible assets of $8.4 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 $9.7 million, which was originally assigned to our technology segment. As a 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.

16.	SEGMENT REPORTING

We manage and report our operating results through four operating segments: product, professional services, managed services, and financing. Our product segment includes sales of IT products, third-party software, and third-party maintenance, software assurance, and other third-party services. Our professional services segment includes our advanced professional services, staff augmentation, project management services, cloud consulting services and security services. Our managed services segment includes our advanced managed services, service desk, storage-as-a-service, cloud hosted services, cloud managed services and managed security services. 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.

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

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Net sales
Product	$	419,478	$	544,316	$	1,418,581	$	1,336,309
Professional services		40,044		39,151		113,870		114,369
Managed services		34,640		28,307		99,335		81,359
Financing		14,893		11,702		39,055		43,504
Total		509,055		623,476		1,670,841		1,575,541

Gross profit
Product		91,919		104,485		308,059		282,042
Professional services		17,332		15,294		47,852		45,046
Managed services		11,015		8,075		31,006		22,692
Financing		13,544		10,518		33,531		35,419
Total		133,810		138,372		420,448		385,199

Operating expenses
Technology business		91,599		86,764		278,869		247,568
Financing		4,164		5,150		12,337		13,883
Total		95,763		91,914		291,206		261,451

Operating income
Technology business		28,667		41,090		108,048		102,212
Financing		9,380		5,368		21,194		21,536
Total		38,047		46,458		129,242		123,748

Other income (expense), net		366		2,907		673		(3,112	)

Earnings before tax	$	38,413	$	49,365	$	129,915	$	120,636

Depreciation and amortization
Technology business	$	5,381	$	3,582	$	15,747	$	10,304
Financing		18		27		74		83
Total	$	5,399	$	3,609	$	15,821	$	10,387

Interest and financing costs
Technology business	$	217	$	1,308	$	1,428	$	2,117
Financing		766		267		1,626		746
Total	$	983	$	1,575	$	3,054	$	2,863

Selected Financial Data - Statement of Cash Flow

Purchases of property, equipment, and operating lease equipment
Technology business	$	2,028	$	2,225	$	6,717	$	4,122
Financing		68		1,026		987		1,539
Total	$	2,096	$	3,251	$	7,704	$	5,661

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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):

	Three months ended December 31, 2023
	Product		Professional Services		Managed Services		Financing		Total

Net Sales
Contracts with customers	$	412,060	$	40,044	$	34,640	$	774	$	487,518
Financing and other		7,418		-		-		14,119		21,537
Total	$	419,478	$	40,044	$	34,640	$	14,893	$	509,055

Timing and position as principal or agent
Transferred at a point in time as principal	$	367,350	$	-	$	-	$	774	$	368,124
Transferred at a point in time as agent		44,710		-		-		-		44,710
Transferred over time as principal		-		40,044		34,640		-		74,684
Total revenue from contracts with customers	$	412,060	$	40,044	$	34,640	$	774	$	487,518

	Nine months ended December 31, 2023
	Product		Professional Services		Managed Services		Financing		Total

Net Sales
Contracts with customers	$	1,398,668	$	113,870	$	99,335	$	4,899	$	1,616,772
Financing and other		19,913		-		-		34,156		54,069
Total	$	1,418,581	$	113,870	$	99,335	$	39,055	$	1,670,841

Timing and position as principal or agent
Transferred at a point in time as principal	$	1,262,010	$	-	$	-	$	4,899	$	1,266,909
Transferred at a point in time as agent		136,658		-		-		-		136,658
Transferred over time as principal		-		113,870		99,335		-		213,205
Total revenue from contracts with customers	$	1,398,668	$	113,870	$	99,335	$	4,899	$	1,616,772

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	Three months ended December 31, 2022
	Product		Professional Services		Managed Services		Financing		Total

Net Sales
Contracts with customers	$	538,400	$	39,151	$	28,307	$	560	$	606,418
Financing and other		5,916		-		-		11,142		17,058
Total	$	544,316	$	39,151	$	28,307	$	11,702	$	623,476

Timing and position as principal or agent
Transferred at a point in time as principal	$	495,294	$	-	$	-	$	560	$	495,854
Transferred at a point in time as agent		43,106		-		-		-		43,106
Transferred over time as principal		-		39,151		28,307		-		67,458
Total revenue from contracts with customers	$	538,400	$	39,151	$	28,307	$	560	$	606,418

	Nine months ended December 31, 2022
	Product		Professional Services		Managed Services		Financing		Total

Net Sales
Contracts with customers	$	1,320,904	$	114,369	$	81,359	$	8,428	$	1,525,060
Financing and other		15,405		-		-		35,076		50,481
Total	$	1,336,309	$	114,369	$	81,359	$	43,504	$	1,575,541

Timing and position as principal or agent
Transferred at a point in time as principal	$	1,199,508	$	-	$	-	$	8,428	$	1,207,936
Transferred at a point in time as agent		121,396		-		-		-		121,396
Transferred over time as principal		-		114,369		81,359		-		195,728
Total revenue from contracts with customers	$	1,320,904	$	114,369	$	81,359	$	8,428	$	1,525,060

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):

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	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Customer end market:
Telecom, Media & Entertainment	$	139,551		$	184,539		$	405,192		$	431,269
Technology		83,951			133,067			268,302			299,088
State and local government and educational institutions		60,108			72,730			264,419			207,823
Healthcare		55,504			69,825			214,182			205,297
Financial Services		38,816			48,008			174,391			118,917
All others		116,232			103,605			305,300			269,643
Net sales		494,162			611,774			1,631,786			1,532,037
Less: Revenue from financing and other		(7,418	)		(5,916	)		(19,913	)		(15,405	)
Revenue from contracts with customers	$	486,744		$	605,858		$	1,611,873		$	1,516,632

Type:
Product
Networking	$	209,936		$	275,774		$	723,760		$	584,311
Cloud		120,253			157,126			427,365			470,851
Security		58,822			77,111			156,504			173,623
Collaboration		13,608			13,405			53,647			45,572
Other		16,859			20,900			57,305			61,952
Total product		419,478			544,316			1,418,581			1,336,309

Professional services		40,044			39,151			113,870			114,369
Managed services		34,640			28,307			99,335			81,359
Net sales		494,162			611,774			1,631,786			1,532,037
Less: Revenue from financing and other		(7,418	)		(5,916	)		(19,913	)		(15,405	)
Revenue from contracts with customers	$	486,744		$	605,858		$	1,611,873		$	1,516,632

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 is from the sales of off-lease equipment.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is intended to further the reader’s understanding of our consolidated financial condition and results of operations. It should be read in conjunction with the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements included in our annual report on Form 10-K for the year ended March 31, 2023 (“2023 Annual Report”), and our Form 8-K that we filed with the SEC on October 6, 2023, which recasts the disclosures in certain portions of our 2023 Annual Report to reflect changes in our reportable segments. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A, “Risk Factors,” in our 2023 Annual Report, as updated by our Form 8-K that we filed with the SEC on October 6, 2023, as well as in our other filings with the SEC.

EXECUTIVE OVERVIEW

BUSINESS DESCRIPTION

We are a leading solutions provider in the areas of security, cloud, networking, collaboration, artificial intelligence, and emerging technologies to domestic and foreign organizations across all industry segments. We deliver actionable outcomes for organizations by using information technology (“IT”) and consulting solutions to drive business agility and innovation. Leveraging our engineering talent, we assess, plan, deliver, and secure solutions comprised of leading technologies and consumption models aligned with our customers’ needs. Our expertise and experience enable us to craft optimized solutions that take advantage of the cost, scale, and efficiency of private, public and hybrid cloud in an evolving market. As part of our solutions, we provide consulting, professional services, managed services, IT staff augmentation, and complete lifecycle management services in the areas of security, cloud, networking, collaboration, and emerging technologies. Additionally, we offer flexible financing for purchases from us and from third parties. We have been in the business of selling, leasing, financing, and managing IT and other assets for more than 30 years.

Our primary focus is to deliver integrated solutions that address our customers’ business needs, leveraging the appropriate technologies, both on-premises and in the cloud. Our approach is to lead with advisory consulting to understand our customers’ needs, and then design, deploy, and manage solutions aligned to their objectives. Underpinning the broader areas of cloud, security, networking, and collaboration are specific skills in orchestration and automation, application modernization, DevSecOps, zero-trust architectures, data management, data visualization, analytics, network modernization, edge compute and other advanced and emerging technologies. These solutions are comprised of class-leading technologies from partners such as Amazon Web Services, Arista Networks, Check Point, Cisco Systems, Citrix, Commvault, Crowdstrike, Deepwatch, Dell EMC, F5 Networks, Foresite, Fortinet, Gigamon, HPE, Juniper Networks, Lenovo, Microsoft, NetApp, Nutanix, NVIDIA, Oracle, Palo Alto Networks, Proficio, Pure Storage, Rubrik, Splunk, Varonis, and VMware, among many others. We are an authorized reseller of over 1,500 vendors, which enable us to provide our customers with new and evolving IT solutions. We possess top-level engineering certifications with a broad range of leading IT vendors that enable us to offer multi-vendor IT solutions that are optimized for each of our customers’ specific requirements. Our hosted, proprietary software solutions are focused on giving our customers more control over their IT supply chain, by automating and optimizing the procurement and management of their owned, leased, and consumption-based assets.

Our scale and financial resources have enabled us to continue investing in engineering and technology resources to stay at the forefront of technology trends. Our expertise in core and emerging technologies, buttressed by our robust portfolio of consulting, professional, and managed services, has enabled us to remain a trusted advisor for our customers. In addition, we offer a wide range of consumption options including leasing and financing for technology and other capital assets. We believe our lifecycle approach offering of integrated solutions, services and financing, asset management and our proprietary supply chain software, is unique in the industry. This broad portfolio enables us to deliver a customized customer experience that spans the continuum from fast delivery of competitively priced products and services to subsequent management and maintenance, and through to end-of-life disposal services. This approach permits us to deploy sophisticated solutions to enable our customers’ business outcomes.

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Our go-to-market strategy focuses primarily on diverse end-markets for middle market to large enterprises. We serve customers in markets including telecom, media and entertainment, technology, state and local government and educational institutions (“SLED”), healthcare, and financial services. We sell to customers in the United States (“US”), which account for most of our sales, and to customers in select international markets including the United Kingdom (“UK”), the European Union (“EU”), India, Singapore, and Israel. Our technology business segments accounted for 98% of our net sales and 84% of our operating income, while our financing segment accounted for 2% of our net sales and 16% of our operating income, for the nine months ended December 31, 2023.

BUSINESS TRENDS

We believe the following key factors are impacting our business performance and our ability to achieve business results:

•

General economic concerns including inflation, rising interest rates, staffing shortages, remote work trends, and geopolitical concerns may impact our customers’ willingness to spend on technology and services.

•

Like others in the industry, we are experiencing ongoing supply constraints that have affected, and could continue to further affect, lead times for delivery of certain products, our having to carry more inventory for longer periods, the cost of products, vendor return and cancellation policies, and our ability to meet customer demands. We continue to work closely with our suppliers to further mitigate disruptions outside our control. Despite these actions, we believe extended lead times will likely continue to persist for at least the next few quarters.

•

We are experiencing increases in prices from our suppliers. We generally have been able to pass price increases to our customers. Accordingly, inflation could have a material impact on our sales, gross profit, or operating costs in the future. Our financing quotes are generally indexed to market changes to enable us to change rates from time of quote to funding. Financing transactions funded with our cash flows, not debt, are subject to interest rate risk. If the market interest rate exceeds our internal rate of return, we may not fund the transaction to obtain the proceeds and lock in our profit on the transaction. Also, we are experiencing constriction of funds available and more stringent assessment for our financing arrangements from our lender partners.

•

Customers’ top focus areas include artificial intelligence, security, cloud solutions, hybrid work environments (work from home, work from anywhere, and return to office), as well as digital transformation and modernization. We have developed advisory services, solutions, and professional and managed services to meet these priorities and help our customers attain and maintain their desired outcome.

•

Modernizing legacy applications, data modernization, reducing operational complexity, securing workloads, the cost and performance of IT operations, and agility are changing the way companies are purchasing and consuming technology. These are fueling deployments of solutions on cloud, managed services and hybrid platforms and licensing models, which may include invoicing over the term of the agreement.

•

Rapid cloud adoption has led to customer challenges around increasing costs, security concerns, and skillset gaps. These challenges are consistent across all industries and sizes. We have developed a Cloud Managed Services portfolio to address these needs, allowing our clients to focus on driving business outcomes via optimized and secure cloud platforms.

KEY BUSINESS METRICS

Our management monitors several financial and non-financial measures and ratios on a regular basis to track the progress of our business. We believe that the most important of these measures and ratios include net sales, gross margin, operating income margin, net earnings, and net earnings per common share, in each case based on information prepared in accordance with US GAAP, as well as the non-GAAP financial measures and ratios, including Adjusted EBITDA, Adjusted EBITDA margin, Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share.

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We also use a variety of operating and other information to evaluate the operating performance of our business, develop financial forecasts, make strategic decisions, and prepare and approve annual budgets. We use gross billings as an operational metric to assess the volume of transactions or market share for our technology business segments—product, professional services, and managed services—as well as to understand changes in our accounts receivable and accounts payable. We believe gross billings will aid investors in the same manner.

These key indicators include financial information that is prepared in accordance with US GAAP and presented in our consolidated financial statements, as well as non-GAAP and operational performance measurement tools. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial position that either excludes or includes amounts that are correspondingly not normally excluded or included in the most directly comparable measure calculated and presented in accordance with US GAAP. Our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results reported under GAAP, as these measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Set forth in footnotes (1) and (2) of the tables that immediately follow the next paragraph, we set forth our reasons for using and presenting Adjusted EBITDA, Adjusted EBITDA margin, Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share-diluted in the tables and discussion that follow.

The following tables provide our key business metrics for our consolidated entity, our technology business- consisting of our product, professional services, and managed services segments- and our financing business segment (in thousands, except per share amounts):

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	Three Months Ended December 31,						Nine Months Ended December 31,
Consolidated	2023			2022			2023			2022

Financial metrics
Net sales	$	509,055		$	623,476		$	1,670,841		$	1,575,541

Gross profit	$	133,810		$	138,372		$	420,448		$	385,199
Gross margin		26.3	%		22.2	%		25.2	%		24.4	%
Operating income margin		7.5	%		7.5	%		7.7	%		7.9	%

Net earnings	$	27,282		$	35,694		$	93,793		$	86,502
Net earnings margin		5.4	%		5.7	%		5.6	%		5.5	%
Net earnings per common share - diluted	$	1.02		$	1.34		$	3.52		$	3.24

Non-GAAP financial metrics
Non-GAAP: Net earnings (1)	$	31,546		$	36,714		$	106,399		$	97,623
Non-GAAP: Net earnings per common share - diluted (1)	$	1.18		$	1.38		$	3.99		$	3.66

Adjusted EBITDA (2)	$	46,189		$	53,325		$	153,636		$	141,933
Adjusted EBITDA margin		9.1	%		8.6	%		9.2	%		9.0	%

Technology business segments

Financial Metrics
Net sales
Product	$	419,478		$	544,316		$	1,418,581		$	1,336,309
Professional services		40,044			39,151			113,870			114,369
Managed services		34,640			28,307			99,335			81,359
Total	$	494,162		$	611,774		$	1,631,786		$	1,532,037

Gross profit
Product	$	91,919		$	104,485		$	308,059		$	282,042
Professional services		17,332			15,294			47,852			45,046
Managed services		11,015			8,075			31,006			22,692
Total	$	120,266		$	127,854		$	386,917		$	349,780

Gross margin
Product		21.9	%		19.2	%		21.7	%		21.1	%
Professional services		43.3	%		39.1	%		42.0	%		39.4	%
Managed services		31.8	%		28.5	%		31.2	%		27.9	%
Total		24.3	%		20.9	%		23.7	%		22.8	%

Operating income	$	28,667		$	41,090		$	108,048		$	102,212

Non-GAAP financial metric
Adjusted EBITDA (2)	$	36,725		$	47,869		$	132,170		$	120,135

Operational metric
Gross billings (3)
Networking	$	251,322		$	314,709		$	839,638		$	676,761
Security		189,476			193,866			480,159			509,241
Cloud		181,559			234,464			641,120			708,080
Collaboration		23,180			27,925			97,111			100,799
Other		55,473			60,803			203,805			205,603
Product gross billings		701,010			831,767			2,261,833			2,200,484
Service gross billings		95,976			67,076			233,618			212,319
Total gross billings	$	796,986		$	898,843		$	2,495,451		$	2,412,803

Financing business segment

Financial metrics
Net sales	$	14,893		$	11,702		$	39,055		$	43,504

Gross profit	$	13,544		$	10,518		$	33,531		$	35,419

Operating income	$	9,380		$	5,368		$	21,194		$	21,536

Non-GAAP financial metric
Adjusted EBITDA (2)	$	9,464		$	5,456		$	21,466		$	21,798

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(1)	Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted are based on net earnings calculated in accordance with US GAAP, adjusted to exclude other (income) expense, share-based compensation, and acquisition and integration expenses, and the related tax effects.

We use Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted as supplemental measures of our performance to gain insight into our operating performance and performance trends. We believe that the exclusion of other income and acquisition-related amortization expense in calculating Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted provides management and investors a useful measure for period-to-period comparisons of our business and operating results by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted provide useful information to investors and others in understanding and evaluating our operating results. However, our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results as reported under US GAAP. In addition, other companies, including companies in our industry, might calculate similar Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted or similarly titled measures differently, which may reduce their usefulness as comparative measures.

The following table provides our calculation of Non-GAAP: Net earnings and Non-GAAP: Net earnings per common share – diluted (in thousands, except per share amounts):

	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
GAAP: Earnings before tax	$	38,413		$	49,365		$	129,915		$	120,636
Share-based compensation		2,526			1,950			7,145			5,681
Acquisition related amortization expense		3,856			2,505			11,348			7,182
Other (income) expense		(366	)		(2,907	)		(673	)		3,112
Non-GAAP: Earnings before provision for income taxes		44,429			50,913			147,735			136,611

GAAP: Provision for income taxes		11,131			13,671			36,122			34,134
Share-based compensation		733			544			2,005			1,624
Acquisition related amortization expense		1,115			693			3,173			2,030
Other (income) expense		(106	)		(811	)		(190	)		933
Tax benefit (expense) on restricted stock		10			102			226			267
Non-GAAP: Provision for income taxes		12,883			14,199			41,336			38,988

Non-GAAP: Net earnings	$	31,546		$	36,714		$	106,399		$	97,623

	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
GAAP: Net earnings per common share - diluted	$	1.02		$	1.34		$	3.52		$	3.24

Share-based compensation		0.07			0.05			0.19			0.15
Acquisition related amortization expense		0.10			0.07			0.30			0.20
Other (income) expense		(0.01	)		(0.08	)		(0.01	)		0.08
Tax benefit (expense) on restricted stock		-			-			(0.01	)		(0.01	)
Total non-GAAP adjustments - net of tax		0.16			0.04			0.47			0.42

Non-GAAP: Net earnings per common share - diluted	$	1.18		$	1.38		$	3.99		$	3.66

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(2)

We define Adjusted EBITDA as net earnings calculated in accordance with US GAAP, adjusted for the following: interest expense, depreciation and amortization, share-based compensation, acquisition and integration expenses, provision for income taxes, and other income (expense). Adjusted EBITDA presented for the technology business and the financing business segment is defined as operating income calculated in accordance with US GAAP, adjusted for interest expense, share-based compensation, acquisition and integration expenses, and depreciation and amortization. We consider the interest on notes payable from our financing business segment and depreciation expense presented within cost of sales, which includes depreciation on assets financed as operating leases, to be operating expenses. As such, they are not included in the amounts added back to net earnings in the Adjusted EBITDA calculation. In the table below, we provide a reconciliation of Adjusted EBITDA to net earnings, which is the most directly comparable financial measure to this non-GAAP financial measure. Adjusted EBITDA margin is our calculation of Adjusted EBITDA divided by net sales.

We use Adjusted EBITDA as a supplemental measure of our performance to gain insight into our operating performance and performance trends. We believe that the exclusion of other income in calculating Adjusted EBITDA and Adjusted EBITDA margin provides management and investors a useful measure for period-to-period comparisons of our business and operating results by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results. However, our use of Adjusted EBITDA and Adjusted EBITDA margin as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results as reported under US GAAP. In addition, other companies, including companies in our industry, might calculate Adjusted EBITDA and Adjusted EBITDA margin or similarly titled measures differently, which may reduce their usefulness as comparative measures.

The following table provides our calculations of Adjusted EBITDA (in thousands):

	Three Months Ended December 31,						Nine Months Ended December 31,
Consolidated	2023			2022			2023			2022
Net earnings	$	27,282		$	35,694		$	93,793		$	86,502
Provision for income taxes		11,131			13,671			36,122			34,134
Share-based compensation		2,526			1,950			7,145			5,681
Interest and financing costs		217			1,308			1,428			2,117
Depreciation and amortization		5,399			3,609			15,821			10,387
Other income (expense)		(366	)		(2,907	)		(673	)		3,112
Adjusted EBITDA	$	46,189		$	53,325		$	153,636		$	141,933

Technology business segments
Operating income	$	28,667		$	41,090		$	108,048		$	102,212
Depreciation and amortization		5,381			3,582			15,747			10,304
Share based compensation		2,460			1,889			6,947			5,502
Interest and financing costs		217			1,308			1,428			2,117
Adjusted EBITDA	$	36,725		$	47,869		$	132,170		$	120,135

Financing business segment
Operating income	$	9,380		$	5,368		$	21,194		$	21,536
Depreciation and amortization		18			27			74			83
Share-based compensation		66			61			198			179
Adjusted EBITDA	$	9,464		$	5,456		$	21,466		$	21,798

(3)

Gross billings are the total dollar value of customer purchases of goods and services including shipping charges during the period, net of customer returns and credit memos, sales, or other taxes. Gross billings includes the transaction values for certain sales transactions that are recognized on a net basis, and, therefore, includes amounts that will not be recognized as revenue.

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CONSOLIDATED RESULTS OF OPERATIONS

Net sales: Net sales for the three months ended December 31, 2023, decreased $114,.4 million, or 18.4%, to $509.1 million, compared to $623.5 million in the same three-month period in the prior year. The decrease in net sales was partially driven by lower net sales from our product segment due to decreased sales volume and was partially offset by higher net sales from professional services segment, managed services segment, and financing segment net sales due to higher transaction gains.

Net sales for the nine months ended December 31, 2023, increased $95.3 million, or 6.0%, to $1,670.8 million, compared to $1,575.5 million in the same nine-month period in the prior year. The increase in net sales was driven by higher net sales from our product segment and managed services segments, primarily from the addition of sales to new customers from our acquisitions of Network Solutions Group (“NSG”) and Future Com, Ltd. (“Future Com”), and was partially offset by a decline in revenues from our financing business segment primarily due to lower post contract earnings.

Gross profit: Gross profit for the three months ended December 31, 2023, decreased 3.3%, to $133.8 million, compared to $138.4 million in the same three-month period in the prior year due to a decline in product net sales. Overall, gross margin increased 410 basis points to 26.3%, as compared to the same period in the prior year. The increase in gross margin was primarily due to increases in both product and service margin along with higher gross margin in our financing business segment.

Gross profit for the nine months ended December 31, 2023, increased 9.2%, to $420.4 million, compared to $385.2 million in the same nine-month period in the prior year due to increased net sales volume. Overall, gross margin for the nine months ended December 31, 2023, increased 80 basis points to 25.2%, as compared to the same period in the prior year. The increase in gross margin was primarily due increases in both product and service margin within our technology business segments along with higher margin in our financing business segment.

Operating expenses: Operating expenses for the three months ended December 31, 2023, increased $3.9 million, or 4.2%, to $95.8 million, as compared to $91.9 million for the same three-month period in the prior year. The increase in operating expenses was primarily due to an increase of $4.3 million in salaries and benefits, mainly driven by an increase in headcount and salary increases offset by a decrease of $1.1 million in variable compensation corresponding to the decrease in gross profit. As of December 31, 2023, we had 1,897 employees, an increase of 8.7% from 1,745 as of December 31, 2022.

General and administrative expenses also increased $0.6 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, as we had higher software, subscription, and maintenance fees due to the increase in headcount.

Depreciation and amortization increased $1.8 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, due to increased amortization of intangible assets from the acquisition of NSG. Interest and financing costs decreased $0.6 million for the three months ended December 31, 2023, compared to the same three-month period in the prior year due to lower outstanding borrowings. Offsetting these increases was a decrease of $1.2 million in provision for credit losses.

Operating expenses for the nine months ended December 31, 2023, increased $29.7 million, or 11.4%, to $291.2 million, as compared to $261.5 million for the same nine-month period in the prior year. Our increase in operating expenses was primarily due to an increase of $18.9 million in salaries and benefits, mainly driven by an increase in headcount, as well as higher variable compensation of $3.5 million corresponding to the increase in gross profit.

General and administrative expenses also increased $3.6 million for the nine months ended December 31, 2023, compared to the nine months ended December 31, 2022, as we had higher software, subscription and maintenance fees, travel and entertainment costs due to the return of in-person business meetings and events, advertising and marketing fees, and facility rent due to the opening of our new Customer Innovation Center. In addition, we had higher professional and legal fees.

Depreciation and amortization increased $5.4 million for the nine months ended December 31, 2023, compared to the nine months ended December 31, 2022, due to increased amortization of intangible assets from the acquisition of NSG. Interest and financing costs increased $0.2 million for the nine months ended December 31, 2023, compared to the same nine-month period in the prior year due to higher interest rates offset by lower outstanding borrowings. Offsetting these increases was a decrease of $1.8 million in provision for credit losses.

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Operating income: As a result of the foregoing, operating income for the three months ended December 31, 2023, decreased $8.5 million, or 18.3%, to $38.0 million, as compared to $46.5 million for the three months ended December 31, 2022, and operating margin remained flat at 7.5%. The decrease in operating income was due to decreases from our technology business, which was offset by higher operating income from our financing business segment.

Operating income for the nine months ended December 31, 2023, increased $5.5 million, or 4.4%, to $129.2 million, as compared to $123.7 million for the nine months ended December 31, 2022, and operating margin decreased by 20 basis points to 7.7%. The increase in operating income was due to increases from our technology business, which was offset slightly by lower operating income from our financing business segment.

Adjusted EBITDA for the three months ended December 31, 2023, was $46.2 million, a decrease of $7.1 million, or 13.4%, as compared to $53.3 million for the same three-month period in the prior year. Adjusted EBITDA margin for the three months ended December 31, 2023, increased 50 basis points to 9.1%, as compared to the three months ended December 31, 2022, of 8.6%. The decrease in Adjusted EBITDA was due to decreases from our technology business, which was offset by higher Adjusted EBITDA from our financing business segment.

Adjusted EBITDA for the nine months ended December 31, 2023, was $153.6 million, an increase of $11.6 million, or 8.2%, as compared to $141.9 million for the same nine-month period in the prior year. Adjusted EBITDA margin for the nine months ended December 31, 2023, increased 20 basis points to 9.2%, as compared to the nine months ended December 31, 2022, of 9.0%. The increase in Adjusted EBITDA was due to increases from our technology business, which was offset slightly by lower Adjusted EBITDA from our financing business segment.

Net earnings per common share diluted for the three months ended December 31, 2023, decreased $0.32, or 23.9%, to $1.02 per share, as compared to $1.34 per share in the same three-month period in the prior year. Non-GAAP: Net earnings per common share diluted for the three months ended December 31, 2023, decreased $0.20, or 14.5%, to $1.18 per share, as compared to $1.38 per share for the three months ended December 31, 2022.

Net earnings per common share diluted for the nine months ended December 31, 2023, increased $0.28, or 8.6%, to $3.52 per share, as compared to $3.24 per share in the same nine-month period in the prior year. Non-GAAP: Net earnings per common share diluted for the nine months ended December 31, 2023, increased $0.33, or 9.0%, to $3.99 per share, as compared to $3.66 per share for the nine months ended December 31, 2022.

SEGMENT OVERVIEW

Technology business segments

Our technology business includes three segments: product, professional services, and managed services as further discussed below.

•

Product segment: Our product segment consists of the sale of third-party hardware, third-party perpetual and subscription software, and third-party maintenance, software assurance, and other third-party services. The product segment also includes internet-based business-to-business supply chain management solutions for IT products.

•

Professional services segment: Our professional services segment includes our advanced professional services to our customers that are performed under time and materials, fixed fee, or milestone contracts. Professional services include cloud consulting, staff augmentation services, and project management services.

•

Managed services segment: Our managed services segment includes our advanced managed services that include managing various aspects of our customers’ environments and are billed in regular intervals over a contract term, usually between three to five years. Managed services also include security solutions, storage-as-a-service, cloud hosted services, cloud managed services, and service desk.

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The quarter ended June 30, 2023, was the first quarterly period in which we reported these three separate segments within our technology business as we previously consolidated this information within a single technology segment. We manage the technology business segments based on gross profit and the operating expenses associated with these segments in total as our technology business. Based upon our current business and operations, we intend to continue reporting these three segments that will comprise our technology business. We recast prior periods to conform with our current segment organization.

Our technology business segments sell primarily to corporations, state and local governments, and higher education institutions. Customers of our technology business may have a customer master agreement (“CMA”) with our company, which stipulates the terms and conditions of the commercial relationship. Some CMAs contain pricing arrangements, and most contain mutual voluntary termination clauses. Our other customers place orders using purchase orders without a CMA in place or with other documentation customary for the business. Often, our work with state and local governments is based on public bids and our written bid responses. Our service engagements are generally governed by statements of work and are primarily fixed price (with allowance for changes); however, some service agreements are based on time and materials.

We endeavor to minimize the cost of sales in our product segment through incentive programs provided by vendors and distributors. The programs we qualify for are generally set by our reseller authorization level with the vendor. The authorization level we achieve and maintain governs the types of products we can resell as well as such items as variable discounts applied against the list price, funds provided for the marketing of these products and other special promotions. These authorization levels are achieved by us through purchase volume, certifications held by sales executives or engineers and/or contractual commitments by us. The authorization levels are costly to maintain, and these programs continually change; therefore, there is no guarantee of future reductions of costs provided by these vendor consideration programs.

Financing business segment

Our financing business segment offers financing solutions to corporations, government contractors, state and local governments, and educational institutions in the US, which accounts for most of our transactions, and to corporations in select international markets including Canada, the UK, and the EU. The financing business segment derives revenue from leasing IT equipment, medical equipment, and other equipment, and the disposition of that equipment at the end of the lease. The financing business segment also derives revenues from the financing of third-party software licenses, software assurance, maintenance, and other services.

Financing revenue generally falls into the following three categories:

•

Portfolio income: Interest income from financing receivables and rents due under operating leases.

•

Transactional gains: Net gains or losses on the sale of financial assets.

•

Post-contract earnings: Month-to-month rents; early termination, prepayment, make-whole, or buyout fees; and the sale of off-lease (used) equipment.

Fluctuations in operating results

Our operating results may fluctuate due to customer demand for our products and services, supplier costs, product availability, changes in vendor incentive programs, interest rate fluctuations, currency fluctuations, the timing of sales of financial assets, general economic conditions, and differences between estimated residual values and actual amounts realized for leased equipment. We expect to continue to expand by hiring additional staff for specific targeted market areas and roles whenever we can find both experienced personnel and desirable geographic areas over the longer term, which may impact our operating results.

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SEGMENT RESULTS OF OPERATIONS

The three and nine months ended December 31, 2023, compared to the three and nine months ended December 31, 2022

TECHNOLOGY BUSINESS SEGMENTS

The results of operations for our technology business segments were as follows (in thousands):

	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Financial Metrics
Net sales
Product	$	419,478		$	544,316		$	1,418,581		$	1,336,309
Professional services		40,044			39,151			113,870			114,369
Managed services		34,640			28,307			99,335			81,359
Total	$	494,162		$	611,774		$	1,631,786		$	1,532,037

Gross Profit
Product		91,919			104,485			308,059			282,042
Professional services		17,332			15,294			47,852			45,046
Managed services		11,015			8,075			31,006			22,692
Total		120,266			127,854			386,917			349,780

Selling, general, and administrative		86,001			81,874			261,694			235,147
Depreciation and amortization		5,381			3,582			15,747			10,304
Interest and financing costs		217			1,308			1,428			2,117
Operating expenses		91,599			86,764			278,869			247,568

Operating income	$	28,667		$	41,090		$	108,048		$	102,212

Key Metrics & Other Information
Gross billings	$	796,986		$	898,843		$	2,495,451		$	2,412,803

Adjusted EBITDA	$	36,725		$	47,869		$	132,170		$	120,135

Product margin		21.9	%		19.2	%		21.7	%		21.1	%
Professional service margin		43.3	%		39.1	%		42.0	%		39.4	%
Managed service margin		31.8	%		28.5	%		31.2	%		27.9	%

Net sales by customer end market:
Telecom, media & entertainment	$	139,551		$	184,539		$	405,192		$	431,269
Technology		83,951			133,067			268,302			299,088
SLED		60,108			72,730			264,419			207,823
Healthcare		55,504			69,825			214,182			205,297
Financial services		38,816			48,008			174,391			118,917
All others		116,232			103,605			305,300			269,643
Total	$	494,162		$	611,774		$	1,631,786		$	1,532,037

Net sales by type:
Networking	$	209,936		$	275,774		$	723,760		$	584,311
Cloud		120,253			157,126			427,365			470,851
Security		58,822			77,111			156,504			173,623
Collaboration		13,608			13,405			53,647			45,572
Other		16,859			20,900			57,305			61,952
Total products		419,478			544,316			1,418,581			1,336,309

Professional services		40,044			39,151			113,870			114,369
Managed services		34,640			28,307			99,335			81,359
Total	$	494,162		$	611,774		$	1,631,786		$	1,532,037

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Net sales: Net sales of the combined technology business segments for the three months ended December 31, 2023, decreased compared to the three months ended December 31, 2022, driven by decreased volume from customers across all our significant customer end markets.

Net sales of the combined technology business segments for the nine months ended December 31, 2023, increased compared to the nine months ended December 31, 2022, driven by demand from customers in SLED, financial services, and healthcare industries, offset by decreased volume with customers in telecom, media, and entertainment, and technology industries.

Product segment sales for the three months ended December 31, 2023, decreased compared to the same three-month period in the prior year due to lower sales of networking equipment, cloud, and security products. These changes were driven by the timing of purchases by existing customers, which are determined by their buying cycles, and the timing of specific IT related initiatives. Offsetting these decreases was the addition of product sales to customers from the NSG acquisition, which contributed $15.5 million.

Product segment sales for the nine months ended December 31, 2023, increased compared to the same nine-month period in the prior year due to higher sales of networking equipment and collaboration products, offset by a decline in sales of cloud and security products. These changes were driven by the timing of purchases by existing customers, which are determined by their buying cycles, and the timing of specific IT related initiatives. In addition, the increase in product segment sales during this nine-month period was due to the addition of product sales to customers from the NSG acquisition, which contributed $75.0 million.

Professional services segment sales for the three months ended December 31, 2023, increased compared to the three months ended December 31, 2022, due to higher project related services of $3.8 million, offset by a decrease in staff augmentation and consulting revenues of $2.7 million and $0.2 million, respectively, primarily driven by the closure of projects with existing customers.

Professional services segment sales for the nine months ended December 31, 2023, decreased compared to the nine months ended December 31, 2022, due to a decrease in staff augmentation and consulting revenues of $7.1 million and $0.1 million, respectively, primarily driven by the decline in customer demand for these services. Offsetting this decline was higher project related services of $7.1 million, primarily driven by the addition of professional services sales to customers from our NSG acquisition.

Managed services segment sales for the three and nine months ended December 31, 2023, increased compared to the three and nine months ended December 31, 2022, due to ongoing expansion of these service offerings during both periods primarily related to ongoing growth in enhanced maintenance support, service desk, and security operations center revenues.

Gross profit: Gross profit of the combined technology business segments for the three months ended December 31, 2023, decreased compared to the three months ended December 31, 2022, due mainly to the decrease in product segment sales, offset by increases in managed service, and professional service sales. Gross profit margin increased by 340 basis points to 24.3% during this three-month period due to higher product, managed service, and professional service margin.

Gross profit of the combined technology business segments for the nine months ended December 31, 2023, increased compared to the nine months ended December 31, 2022, due to the increase in product and managed service sales, offset by a slight decline in professional service sales. Gross profit margin increased by 90 basis points to 23.7% during this nine-month period due to higher product, managed service, and professional service margin.

Product segment margin for the three months ended December 31, 2023, increased by 270 basis points from the same three-month period in the prior year due to a shift in product mix as we sold a higher proportion of third-party maintenance and services in the third quarter of 2024, and an increase in vendor incentives.

Product segment margin for the nine months ended December 31, 2023, increased by 60 basis points from the same nine-month period in the prior year due to improvements to up front margins and an increase in vendor incentives, offset by a shift in product mix as we sold a higher proportion of networking hardware than third party services that are recognized on a net basis.

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Professional services segment margin for the three and nine months ended December 31, 2023, increased by 420 and 260 basis points, respectively, from the same three- and nine-month period in the prior year primarily due to a shift in mix toward higher margin project-based services, offset by lower staff augmentation services.

Managed services segment margin for the three and nine months ended December 31, 2023, increased by 330 basis points, from the same three- and nine-month period in the prior year primarily due to improved margin within our service desk line of business.

Selling, general, and administrative: Selling, general, and administrative expenses for the three and nine months ended December 31, 2023, for the technology business, increased compared to the three and nine months ended December 31, 2022, mainly due to increases in salaries and benefits.

Salaries and benefits for the three months ended December 31, 2023, increased $3.4 million, or 4.8% to $73.9 million, as compared to $70.5 million for the same three-month period in the prior year, due to an increase of $3.4 million in salaries and benefits, mainly driven by increased headcount and salary increases. Our technology business had an aggregate of 1,863 employees as of December 31, 2023, an increase of 154 from 1,709 as of December 31, 2022. We added 83 employees from our acquisition of NSG. In total, we added 134 additional customer-facing employees for the three months ended December 31, 2023, compared to the same three-month period in the prior year, of which 60 were professional services and technical support personnel due to demand for our services.

Salaries and benefits for the nine months ended December 31, 2023, increased $23.4 million, or 11.8% to $221.9 million, as compared to $198.5 million for the same nine-month period in the prior year, due to an increase of $18.7 million in salaries and benefits, mainly driven by increased headcount and salary increases, and an increase of $4.7 million in variable compensation because of the increase in gross profit.

General and administrative expenses for the technology business for the three months ended December 31, 2023, increased $1.1 million, or 9.9%, to $12.1 million, as compared to $11.0 million for the same three-month period in the prior year, driven by higher software, subscription and maintenance fees of $0.4 million, and higher consulting fees of $0.4 million.

General and administrative expenses for our technology business for the nine months ended December 31, 2023, increased $4.0 million, or 11.4%, to $39.3 million, as compared to $35.3 million for the same nine-month period in the prior year. General and administrative expenses increased due to higher travel and entertainment costs of $1.0 million due to the return of in-person business meetings and events, higher software, subscription and maintenance fees of $0.9 million, higher consulting fees of $0.8 million, higher advertising and marketing fees of $0.7 million, and higher facility rent of $0.6 million due to the opening of our new Customer Innovation Center.

Provision for credit losses for our technology business for the three months ended December 31, 2022, was $0.3 million. There were no provision for credit losses in December 31, 2023. Our lower provision for credit losses for the three months ended December 31, 2023, was due to changes in our net credit exposure.

Provision for credit losses for our technology business for the nine months ended December 31, 2023, was $0.4 million, as compared to $1.3 million for the same nine-month period in the prior year. Our lower provision for credit losses for the nine months ended December 31, 2023, was due to changes in our net credit exposure.

Depreciation and amortization: Depreciation and amortization of our technology business for the three and nine months ended December 31, 2023, increased compared to the three and nine months ended December 31, 2022, primarily due to more amortization from intangible assets acquired in the NSG and Future Com acquisitions.

Interest and financing costs: Interest and financing costs of our technology business for the three months ended December 31, 2023, decreased by 83.4% to $0.2 million compared to $1.3 million for the three months ended December 31, 2022, primarily due to lower average borrowings under our WFCDF Credit Facility. Interest and financing costs of our technology business for the nine months ended December 31, 2023, decreased by 32.5% to $1.4 million compared to $2.1 million for the nine months ended December 31, 2022, due to lower average borrowings outstanding under our WFCDF Credit Facility.

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FINANCING BUSINESS SEGMENT

The results of operations for our financing business segment were as follows (in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022
Financial metrics
Portfolio earnings	$	3,701	$	2,391	$	10,113	$	7,952
Transactional gains		8,107		5,181		16,335		15,125
Post-contract earnings		2,685		4,036		11,357		19,281
Other		400		94		1,250		1,146
Net sales	$	14,893	$	11,702	$	39,055	$	43,504

Gross profit		13,544		10,518		33,531		35,419

Selling, general, and adminstrative		3,380		4,856		10,637		13,054
Depreciation and amortization		18		27		74		83
Interest and financing costs		766		267		1,626		746
Operating expenses		4,164		5,150		12,337		13,883

Operating income	$	9,380	$	5,368	$	21,194	$	21,536

Key metrics & other information
Adjusted EBITDA	$	9,464	$	5,456	$	21,466	$	21,798

Net sales: Net sales for the three months ended December 31, 2023, increased due to higher portfolio earnings and transactional gains offset by lower post-contract earnings. Portfolio earnings increased compared to the same period in the prior year mainly due to higher average investments outstanding as well as a higher average earnings rate. Transactional gains increased due to a higher volume of financial assets sold during the quarter. Total proceeds from sales of financing receivables were $422.1 million and $157.2 million for the three months ended December 31, 2023, and 2022, respectively. Our proceeds from sales of financing receivables for the three months ended December 31, 2023, are higher than the same period in the prior year due in part to a few large transactions in the current year period. Post-contract earnings decreased due to lower month-to-month rents.

Net sales for the nine months ended December 31, 2023, decreased due to lower post-contract earnings offset by higher portfolio earnings and transactional gains. Post-contract earnings decreased due to lower proceeds from sales of off-lease equipment, and lower month-to-month rents. Portfolio earnings increased compared to the same period in the prior year mainly due to higher average investments outstanding as well as a higher average earnings rate. Transactional gains increased due to higher volume of financial assets sold during the year. Total proceeds from sales of financing receivables were $704.3 million and $586.1 million for the nine months ended December 31, 2023, and 2022, respectively. Our proceeds from sales of financing receivables for the nine months ended December 31, 2023, are higher than the same period in the prior year due in part to a few large transactions in the current year period.

Gross Profit: Gross profit for the three months ended December 31, 2023, increased compared to the three months ended December 31, 2022, due to an increase in transaction gains. Gross profit for the nine months ended December 31, 2023, decreased compared to the nine months ended December 31, 2022, due to a decrease in revenue, primarily month-to-month rents.

Selling, general and administrative: Selling, general, and administrative expenses for the three months ended December 31, 2023, decreased compared to the three months ended December 31, 2022, due to a decrease in provision for credit losses, and a decrease in other professional fees. Selling, general, and administrative expenses for the nine months ended December 31, 2023, decreased compared to the nine months ended December 31, 2022, due to a decrease in variable compensation due to the decline in gross profit. Also contributing to the decrease is a decline in provision for credit losses as we incurred increased expense in the prior nine-month period due to higher investment exposure.

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Interest and financing costs: Interest and financing costs for the three and nine months ended December 31, 2023, increased compared to the three and nine months ended December 31, 2022, due to higher interest rates. As of December 31, 2023, our non-recourse notes payable decreased to $48.4 million from $48.5 million as of December 31, 2022. Our weighted average interest rate for non-recourse notes payable was 6.64% and 5.05% as of December 31, 2023, and 2022, respectively.

CONSOLIDATED

Other income, net: Other income, net, for both the three and nine months ended December 31, 2023, was a benefit of $0.4 million and $0.7 million, respectively, compared to a benefit of $2.9 million and a net expense of $3.1 million, for the three and nine months ended December 31, 2022, respectively. For the three months ended December 31, 2023, the lower benefit was driven by decreased net foreign exchange gains and $1.9 million we received related to our claim in a class action lawsuit in the prior three-month period. For the nine months ended December 31, 2023, the higher net gain was driven by increased interest income and decreased foreign exchange losses offset slightly by the gain related to our claim in a class action lawsuit in the prior nine-month period.

Provision for income taxes: Our provision for income tax expense for the three and nine months ended December 31, 2023, was $11.1 million and $36.1 million, respectively, as compared to $13.7 million and $34.1 million for the same three-and nine-month periods in the prior year, respectively. Our effective income tax rates for the three and nine months ended December 31, 2023, were 29.0% and 27.8%, respectively, compared to 27.7% and 28.3% for the three and nine months ended December 31, 2022, respectively. Our effective tax rate was higher for the three months ended December 31, 2023, as compared to the same three-month period in the prior year, primarily due to an unfavorable return to provision adjustment in the three months ended December 31, 2023, compared to a favorable return to provision adjustment in same three-month period in the prior year. Our effective tax rate was lower for the nine months ended December 31, 2023, as compared to the same nine-month period in the prior year, primarily due to lower state effective tax rates and less non-deductible executive compensation in the current period.

Net earnings: Net earnings for the three months ended December 31, 2023, were $27.3 million, a decrease of 23.6% or $8.4 million, as compared to $35.7 million in the same three-month period in the prior year, mainly due to a decrease in operating profits from our technology business offset by an increase in operating profits within our financing business segment. In addition, we had a decrease in other income, net driven by higher foreign exchange gains and other income in the prior three-month period. These decreases were offset by lower income taxes. Net earnings for the nine months ended December 31, 2023, were $93.8 million, an increase of 8.4% or $7.3 million, as compared to $86.5 million in the same nine-month period in the prior year, mainly due to the increase in operating profits from our technology business, and an increase in other income, net driven by less foreign exchange losses. These increases were offset by higher income taxes.

Basic earnings per common share and diluted earnings per common share were both $1.02 for the three months ended December 31, 2023, a decrease of 23.9%, as compared to $1.34 for both our basic earnings per common share and diluted earnings per common share for the three months ended December 31, 2022. Basic earnings per common share and diluted earnings per common share were $3.53 and $3.52, respectively, for the nine months ended December 31, 2023, an increase of 8.3% and 8.6%, respectively, as compared to $3.26 and $3.24 for our basic earnings per common share and diluted earnings per common share, respectively, for the nine months ended December 31, 2022.

Weighted average common shares outstanding used in the calculation of basic earnings per common share and diluted earnings per common share were 26.6 million and 26.7 million, respectively, for the three months ended December 31, 2023. Weighted average common shares outstanding used in the calculation of basic earnings per common share and diluted earnings per common share were both 26.6 million for the three months ended December 31, 2022. Weighted average common shares outstanding used in the calculation of basic earnings per common share and diluted earnings per common share for the nine months ended December 31, 2023, and 2022, were 26.6 million and 26.7 million respectively.

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LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY OVERVIEW

We finance our operations through funds generated from operations and through borrowings. We use those funds to meet our capital requirements, which have historically consisted primarily of working capital for operational needs, capital expenditures, purchases of equipment for lease, payments of principal and interest on indebtedness outstanding, acquisitions and the repurchase of shares of our common stock.

Our borrowings in our technology business segments are through our WFCDF Credit Facility. Our borrowings in our financing business segment are primarily through secured borrowings that involve transferring all or part of the contractual payments due to us to third-party financing institutions.

We believe that cash on hand and funds generated from operations, together with available credit under our credit facility, will be enough to finance our working capital, capital expenditures, and other requirements for at least the next year.

Our ability to continue to expand, both organically and through acquisitions, is dependent upon our ability to generate enough cash flow from operations or from borrowing or other sources of financing as may be required. While at this time we do not anticipate requiring any additional sources of financing to fund operations, if demand for IT products declines, or if our supply of products is delayed or interrupted, our cash flows from operations may be substantially affected.

CASH FLOWS

The following table summarizes our sources and uses of cash for the nine months ended December 31, 2023, and 2022 (in thousands):

	Nine Months Ended December 31,
	2023			2022
Net cash provided by (used in) operating activities	$	143,492		$	(147,038	)
Net cash used in investing activities		(55,838	)		(15,624	)
Net cash (used in) provided by financing activities		(48,651	)		103,555
Effect of exchange rate changes on cash		74			3,124
Net increase (decrease) in cash and cash equivalents	$	39,077		$	(55,983	)

Cash flows from operating activities: We had cash provided by operating activities of $143.5 million during the nine months ended December 31, 2023, compared to cash used in operating activities of $147.0 million for the nine months ended December 31, 2022. See below for a breakdown of operating cash flows by business (in thousands):

	Nine Months Ended December 31,
	2023			2022
Technology business segments	$	150,030		$	(115,811	)
Financing business segment		(6,538	)		(31,227	)
Net cash provided by (used in) operating activities	$	143,492		$	(147,038	)

Technology business: For the nine months ended December 31, 2023, our combined technology business segments had cash provided by operating activities of $150.0 million primarily due to net earnings and increases in accounts payable – trade and salaries and commissions payable, offset by increases in our accounts receivable.

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For the nine months ended December 31, 2022, our combined technology business segments used $115.8 million from operating activities primarily due to increases in our accounts receivable and inventories, partially offset by net earnings.

To manage our working capital, we monitor our cash conversion cycle for our technology business segments, which is defined as days sales outstanding (“DSO”) in accounts receivable plus days of supply in inventory (“DIO”) minus days of purchases outstanding in accounts payable (“DPO”).

The following table presents the components of the cash conversion cycle for our technology business segments:

	As of December 31,
	2023			2022
(DSO) Days sales outstanding (1)		71			62
(DIO) Days inventory outstanding (2)		27			30
(DPO) Days payable outstanding (3)		(44	)		(41	)
Cash conversion cycle		54			51

(1)	Represents the rolling three-month average of the balance of trade accounts receivable-trade, net for our technology business segments at the end of the period divided by Gross billings for the same three-month period.

(2)	Represents the rolling three-month average of the balance of inventory, net for our technology business segments at the end of the period divided by the direct cost of products and services billed to our customers for the same three-month period.

(3)	Represents the rolling three-month average of the combined balance of accounts payable-trade and accounts payable-floor plan for our technology business segments at the end of the period divided by the direct cost of products and services billed to our customers for the same three-month period.

Our cash conversion cycle increased to 54 days as of December 31, 2023, as compared to 51 days as of December 31, 2022. Our standard payment term for customers is between 30-60 days; however, certain customer orders may be approved for extended payment terms. Our DSO increased 9 days to 71 days as of December 31, 2023, compared to 62 days as of December 31, 2022, reflecting higher sales to customers with terms greater than or equal to net 60 days. Our DIO decreased to 27 days as of December 31, 2023, compared to 30 days as of December 31, 2022. Our DPO increased 3 days as of December 31, 2023. Invoices processed through our WFCDF Credit Facility, or the A/P-floor plan balance, are typically paid within 45-60 days from the invoice date, while A/P trade invoices are typically paid within 30-60 days from the invoice date.

Financing business segment: For the nine months ended December 31, 2023, our financing business segment used $6.5 million from operating activities, primarily due to an increase in financing receivables, offset by net earnings and an increase in accounts payable-trade. For the nine months ended December 31, 2022, our financing business segment used $31.2 million from operating activities, primarily due to increases in financing receivables-net, offset by net earnings.

Cash flows related to investing activities: For the nine months ended December 31, 2023, we used $55.8 million in investing activities, consisting of $48.6 million for the acquisition of NSG, and $7.7 million for purchases of property, equipment and operating lease equipment, partially offset by $0.5 million of proceeds from the sale of property, equipment, and operating lease equipment. For the nine months ended December 31, 2022, we used $15.6 million in investing activities, consisting of $13.3 million in cash used in acquiring Future Com and $5.7 million for purchases of property, equipment, and operating lease equipment, partially offset by $3.3 million of proceeds from the sale of property, equipment, and operating lease equipment.

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Cash flows from financing activities: For the nine months ended December 31, 2023, we used $48.7 million in financing activities, consisting of $58.1 million in net repayments on the floor plan component of our WFCDF Credit Facility and $9.8 million to repurchase outstanding shares of our common stock, partially offset by $16.2 million in net borrowings of non-recourse and recourse notes payable, and $3.0 million in proceeds of issuance of common stock to employees under an employee stock purchase plan. For the nine months ended December 31, 2022, cash provided by financing activities was $103.6 million, consisting of net borrowings of non-recourse and recourse notes payable of $101.6 million, partially offset by $7.2 million in cash used to repurchase outstanding shares of our common stock and $9.2 million in net repayments on the accounts payable floor plan facility.

Other than recourse borrowings under our WFCDF Credit Facility, our borrowing of recourse and non-recourse notes payable primarily arises from our financing business segment when we transfer contractual payments due to us under lease and financing agreements to third-party financial institutions. When the transfers do not meet the requirements for a sale, the proceeds paid to us represent borrowings of recourse or non-recourse notes payable.

Non-cash activities: We transfer contractual payments due to us under lease and financing agreements to third-party financial institutions. In certain assignment agreements, we may direct the third-party financial institution to pay some of the proceeds from the assignment directly to the vendor or vendors that have supplied the assets being leased or financed. In these situations, the portion of the proceeds paid directly to our vendors are non-cash transactions.

SECURED BORROWINGS

We may finance all or most of the cost of the assets that we finance for customers by transferring all or part of the contractual payments due to us to third-party financing institutions. When we account for the transfer as a secured borrowing, we recognize the proceeds as either recourse or non-recourse notes payable. Our customers are responsible for repaying the debt from a secured borrowing. The lender typically secures a lien on the financed assets at the time the financial assets are transferred and releases it upon collecting all the transferred payments. We are not liable for the repayment of non-recourse loans unless we breach our representations and warranties in the loan agreements. The lender assumes the credit risk and their only recourse, upon default by the customer, is against the customer and the specific equipment under lease. While we expect that the credit quality of our financing arrangements and our residual return history will continue to allow us to obtain such financing, such financing may not be available on acceptable terms, or at all. Interest rates have been rising and may continue to rise. To preserve our expected internal rate of return, we generally quote rates that are indexed. Some of our lenders will not commit to rates for a length of time, resulting in exposure to us if the rates rise and we cannot pass such exposure to the customer.

CREDIT FACILITY

We finance the operations of our subsidiaries ePlus Technology, inc., ePlus Technology Services, inc. and SLAIT Consulting, LLC (collectively, the “Borrowers”) in our technology business segments through a credit facility with WFCDF. The WFCDF Credit Facility has a floor plan facility and a revolving credit facility.

Please refer to Note 8 “Notes Payable and Credit Facility” to the accompanying Consolidated Financial Statements included in “Part I, Item 1. Financial Statements” for additional information concerning our WFCDF Credit Facility.

Floor plan facility: We finance most purchases of products for sale to our customers through the floor plan facility. Once our customer places a purchase order with us and we have approved their credit, we place an order for the desired products with one of our vendors. Our vendors are generally paid by the floor plan facility and our liability is reflected in “accounts payable—floor plan” in our consolidated balance sheets.

Most customer payments to us are remitted to our lockbox accounts. Once payments are cleared, the monies in the lockbox accounts are automatically and daily transferred to our operating account. We pay down the floor plan facility on three specified dates each month, generally 30-60 days from the invoice date. Our borrowings and repayments under the floor plan component are included in “net borrowings (repayments) on floor plan facility” within cash flows from the financing activities in our consolidated statements of cash flows.

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As of December 31, 2023, and March 31, 2023, we had a maximum credit limit, including the revolving credit facility, of $500.0 million, and an outstanding balance on the floor plan facility of $92.5 million and $134.6 million, respectively. On our balance sheet, our liability under the floor plan facility is presented as part of accounts payable – floor plan.

Revolving credit facility: The outstanding balance under the revolving credit facility is presented as part of recourse notes payable- current on our consolidated balance sheets. Our borrowings and repayments under the revolving credit facility are included in “borrowings of non-recourse and recourse notes payable” and “repayments of non-recourse and recourse notes payable,” respectively, within cash flows from the financing activities in our consolidated statements of cash flows.

As of December 31, 2023, and March 31, 2023, we did not have any outstanding balance under the revolving credit facility. The maximum credit limit under this facility was $200.0 million as of both December 31, 2023, and March 31, 2023, and is a sublimit of the $500.0 million facility.

PERFORMANCE GUARANTEES

In the normal course of business, we may provide certain customers with performance guarantees, which are generally backed by surety bonds. In general, we would only be liable for these guarantees in the event of default in the performance of our obligations. We are in compliance with the performance obligations under all service contracts for which there is a performance guarantee, and we believe that any liability incurred in connection with these guarantees would not have a material adverse effect on our consolidated statements of operations.

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements, or other contractually narrow or limited purposes. As of December 31, 2023, we were not involved in any unconsolidated special purpose entity transactions.

ADEQUACY OF CAPITAL RESOURCES

The continued implementation of our business strategy will require a significant investment in both resources and managerial focus. In addition, we may selectively acquire other companies that have attractive customer relationships and skilled sales and/or engineering forces. We may also open facilities in new geographic areas, which may require a significant investment of cash. We may also acquire technology companies to expand and enhance our geographic footprint, or the platform of bundled solutions to provide additional functionality and value-added services. We may require additional capital due to increases in inventory to accommodate our customers’ IT installation schedules. We may continue to use our internally generated funds to finance investments in leased assets or investments in notes receivable due from our customers. These actions may result in increased working capital needs as the business expands. As a result, we may require additional financing to fund our strategy, implementation, potential future acquisitions, and working capital needs, which may include additional debt and equity financing. While the future is uncertain, we do not believe our WFCDF Credit Facility will be terminated by WFCDF or us. Additionally, while our lending partners in our financing segment have become more discerning in their approval processes, we currently have funding resources available for our transactions.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

Our future quarterly operating results and the market price of our common stock may fluctuate. In the event our revenues or earnings for any quarter are less than the level expected by securities analysts or the market in general, such shortfall could have an immediate and significant adverse impact on the market price of our common stock. Any such adverse impact could be greater if any such shortfall occurs near the time of any material decrease in any widely followed stock index or in the market price of the stock of one or more public equipment leasing and financing companies, IT resellers, software competitors, or our major customers or vendors of ours.

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Our quarterly results of operations are susceptible to fluctuations for a number of reasons, including, but not limited to currency fluctuations, reduction in IT spending, shortages of product from our vendors due to material shortages, any reduction of expected residual values related to the equipment under our leases, the timing and mix of specific transactions, the reduction of manufacturer incentive programs, and other factors. Quarterly operating results could also fluctuate as a result of our sale of equipment in our lease portfolio to a lessee or third-party at the expiration of a lease term or prior to such expiration, and the transfer of financial assets. Sales of equipment and transfers of financial assets may have the effect of increasing revenues and net income during the quarter in which the sale occurs and reducing revenues and net income otherwise expected in subsequent quarters. See Part I, Item 1A, “Risk Factors,” in our 2023 Annual Report, as supplemented in subsequently filed reports, including the Form 8-K that we filed with the SEC on October 6, 2023, and in Part II, Item 1A. “Risk Factors” in this Report.

We believe that comparisons of quarterly results of our operations are not necessarily meaningful and that results for one quarter should not be relied upon as an indication of future performance.

CRITICAL ACCOUNTING ESTIMATES

As disclosed in Note 2, “Recent Accounting Pronouncements,” we adopted a new standard on accounting for contract assets and contract liabilities from contracts with customers in a business combination in the second quarter of our fiscal year 2023. Under this new standard, we apply Accounting Standards Codification Topic 606, Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers. Other than this change, our critical accounting estimates have not changed from those reported in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Although a substantial portion of our liabilities are non-recourse, fixed-interest-rate instruments, we utilize lines of credit and other financing facilities that are subject to fluctuations in short-term interest rates. Our non-recourse instruments, which are denominated in US dollars, were entered for other than trading purposes and bear interest at a fixed rate. Because the interest rate on these instruments is fixed, changes in interest rates will not directly impact our cash flows. Financing transactions funded with our cash flows, not debt, are subject to interest rate risk. If the market interest rate exceeds our internal rate of return, we may not fund the transaction to obtain the proceeds. Borrowings under the WFCDF Credit Facility bear interest at a market-based variable rate. As of December 31, 2023, the aggregate fair value of our recourse and non-recourse borrowings approximated their carrying value.

We have foreign currency exposure when transactions are not denominated in our subsidiaries’ functional currency, which include purchases and sales of the products and services we provide, as well as loans with other ePlus entities. Additionally, we lease assets in foreign countries, including Canada, the UK, and several other European countries. As a lessor, we lease assets for amounts denominated in British Pounds, Euros, and Canadian dollars. To date, foreign currency exposure associated with purchases and sales of the products and services we provide has not been significant. We have incurred foreign currency transaction gains and losses in certain foreign subsidiaries on US dollar denominated loans. Fluctuations in currency exchange rates may impact our results of operations and financial position.

Item 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” as defined in the 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 Quarterly Report, is recorded, processed, summarized, and reported within the 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 upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2023.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

LIMITATIONS AND EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, do 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; 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. 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; therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

Please refer to Note 9, “Commitment and Contingencies” to the accompanying Consolidated Financial Statements included in “Part I, Item 1. Financial Statements”.

Item 1A.

RISK FACTORS

There has not been any material change in the risk factors disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as updated in our Current Report on Form 8-K filed with the SEC on October 6, 2023.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information regarding our purchases of common stock during the three months ended December 31, 2023.

Period	Total number of shares purchased (1)		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs (2)
Oct 1, 2023 through Oct 31, 2023		9,000	$	63.96		9,000		969,743
Nov 1, 2023 through Nov 30, 2023		11,355	$	61.92		11,355		958,388
Dec 1, 2023 through Dec 31, 2023		1,786	$	67.10		1,786		956,602
Total		22,141				22,141

(1)

All shares were acquired in open-market purchases.

(2)

The amounts presented in this column are the remaining number of shares that may be repurchased after repurchases during the month. As of May 27, 2023, the authorization under the then-existing share repurchase plan expired. 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.

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The timing and expiration date of the current stock repurchase authorizations are included in Note 11, “Stockholders’ Equity” to our unaudited consolidated financial statements included elsewhere in this report.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

Item 4.

MINE SAFETY DISCLOSURES

Not Applicable.

Item 5.

OTHER INFORMATION

Insider Trading Arrangements and Policies

During the three months ended December 31, 2023, no director or executive officer of ePlus 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.

Item 6.

EXHIBITS

Exhibit Number		Exhibit Description

3.1		ePlus inc. Amended and Restated Certificate of Incorporation, as last amended September 18, 2023. (Incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2023).

3.2		Amended and Restated Bylaws of ePlus 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).

10.1		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).

10.2		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).

31.1		Certification of the Chief Executive Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

31.2		Certification of the Chief Financial Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).

32		Certification of the Chief Executive Officer and Chief Financial Officer of ePlus inc. pursuant to 18 U.S.C. § 1350.

101.INS		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)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

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101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ePlus inc.

Date: February 6, 2024	/s/ MARK P. MARRON
	By: Mark P. Marron
	Chief Executive Officer and President
	(Principal Executive Officer)

Date: February 6, 2024	/s/ ELAINE D. MARION
	By: Elaine D. Marion
	Chief Financial Officer
	(Principal Financial Officer)