UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 20162021
OR
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: 1-341671-34167


ePlusePlus 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, VA20171-3413
(Address of principal executive offices)
13595 Dulles Technology Drive, Herndon, VA 20171-3413
(Address of principal executive offices)


Registrant’s telephone number, including area code: (703) (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 valuePLUSNASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act:
None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes   No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
Yes  No 

 
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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒No   No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.


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


Large accelerated filer 
Accelerated filer
Non-accelerated filer ☐(do not check if smaller reporting company)
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   No


The aggregate market value of the common stock held by non-affiliates of ePlus, computed by reference to the closing price at which the stock was sold as of September 30, 20152020, was $521,917,902.$967,253,381. The outstanding number of shares of common stock of ePlus as of May 23, 2016,18, 2021, was 7,177,196.13,502,767.


DOCUMENTS INCORPORATED BY REFERENCE


The following documents are incorporated by reference into the indicated parts of this Form 10-K:

Portions of the Company's definitive Proxy Statement relating to its 20162021 annual meeting of stockholders ( the “2016(the “2021 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 20162021 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the Company's fiscal year end to which this report relates.






Table of Contents

 Page
   
1
   
Part I  
   
Item 1.3
 12
Item 1A.13
Item 1B.2124
Item 2.2124
Item 3.2124
Item 4.2124
   
Part II  
   
Item 5.2225
Item 6.2426
Item 7.27
Item 7A.45
Item 8.45
Item 9.45
Item 9.A9A.45
Item 9B.46
   
Part III  
   
Item 10.47
Item 11.47
Item 12.47
Item 13.47
Item 14.47
   
Part IV  
   
Item 15.48
Item 16.51
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CAUTIONARY LANGUAGE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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,” “hope,” “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:


the duration and impact of the novel coronavirus (“COVID-19”) pandemic, which could materially adversely affect our financial condition and results of operations and has resulted in governmental authorities imposing numerous unprecedented measures to try to contain the virus that has impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and partners;
national and international political instability fostering uncertainty and volatility in the global economy including exposure to fluctuation in foreign currency rates, interest rates, and downward pressure on prices;
significant adverse changes in, reductions in, or loss of our largest volume customer or one or more of our large volume customers, or vendors;
the creditworthiness of our customers and our ability to reserve adequately for credit losses;
loss of our credit facility or credit lines with our vendors may restrict our current and future operations;
uncertainty regarding the phase out of LIBOR may negatively affect our operating results;
a possible decrease in the capital spending budgets of our customers or a decrease in purchases from us;
·uncertainty and volatility in the global economy including exposure to fluctuation in foreign currency rates, and downward pressure on prices;
·significant adverse changes in, reductions in, or loss of our largest customer or one or more of our large customers, or vendors;
·the creditworthiness of our customers and our ability to reserve adequately for credit losses;
·reduction of vendor incentives provided to us;
·we offer a comprehensive set of solutions— integrating information technology (IT) product sales, third-party software assurance and maintenance, our advanced professional and managed services, our proprietary software, and financing, and may encounter some of the challenges, risks, difficulties and uncertainties frequently faced by companies offering a similar set of solutions, such as:
·managing a diverse product set of solutions in highly competitive markets with a number of key vendors;
·increasing the total number of customers utilizing integrated solutions by up-selling within our customer base and gaining new customers;
·adapting to meet changes in markets and competitive developments;
·maintaining and increasing advanced professional services by retaining highly skilled personnel and vendor certifications;
·increasing the total number of customers who utilize our managed services and professional services and continuing to enhance our managed services offerings to remain competitive in the marketplace;
·maintaining our proprietary software and updating our technology infrastructure to remain competitive in the marketplace; and
·reliance on third parties to perform some of our service obligations;
·changes in the IT industry and/or rapid changes in product offerings, including the proliferation of the cloud, infrastructure as a service and software as a service;
·our dependency on continued innovations in hardware, software, and services offerings by our vendors and our ability to partner with them;
·future growth rates in our core businesses;
·failure to comply with public sector contracts or applicable laws;
·changes to or loss of members of our senior management team and/or failure to successfully implement succession plans;
·our dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel;
·our ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies;
·a possible decrease in the capital spending budgets of our customers or a decrease in purchases from
us;
·our contracts may not be adequate to protect us and our professional and liability insurance policies coverage may be insufficient to cover a claim;
·disruptions in our IT systems and data and audio communication networks;
·our ability to secure our customers’ electronic and other confidential information, and remain secure during a cyber-security attack;
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·our ability to raise capital, maintain or increase as needed our lines of credit with vendors or floor planning facility, or obtain debt for our financing transactions, or the effect of those changes on our common stock or its holders;price;
reliance on third parties to perform some of our service obligations to our customers;
·our ability to realize our investment in leased equipment;
changes in the Information Technology (“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”) and platform as a service (“PaaS”);
·our ability to successfully integrate acquired businesses;
our dependency on continued innovations in hardware, software, and services offerings by our vendors and our ability to partner with them;
·the possibility of goodwill impairment charges in the future;
future growth rates in our core businesses;
·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, license required technology;
reduction of vendor incentives provided to us;
·exposure to changes in, interpretations of, or enforcement trends in legislation; and
rising interest rates or the loss of key lenders or the constricting of credit markets;
·significant changes in accounting standards including changes to the financial reporting of leases which could impact the demand for our leasing services, or misclassification of products and services we sell resulting in the misapplication of revenue recognition policies.
the possibility of goodwill impairment charges in the future;

maintaining and increasing advanced professional services by recruiting and retaining highly skilled, competent personnel, and vendor certifications;
adapting to meet changes in markets and competitive developments;
increasing the total number of customers using integrated solutions by up-selling within our customer base and gaining new customers;
our ability to secure our own and our customers’ electronic and other confidential information, and remain secure during a cyber-security attack;
managing a diverse product set of solutions in highly competitive markets with a number of key vendors;
increasing 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;
performing 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;

1

changes to or loss of members of our senior management team and/or failure to successfully implement succession plans;
exposure to changes in, interpretations of, or enforcement trends in legislation and regulatory matters;
domestic and international economic regulations uncertainty (e.g., tariffs, and trade agreements);
our contracts may not be adequate to protect us, and we are subject to audit in 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 dependence on key personnel to maintain certain customer relationships, and our ability to hire, train, and retain sufficient qualified personnel;
maintaining our proprietary software and updating our technology infrastructure to remain competitive in the marketplace;
disruptions or a security breach in our or our vendors’ IT systems and data and audio communication networks;
our ability to realize our investment in leased equipment;
our ability to successfully perform due diligence and integrate acquired businesses;
significant changes in accounting standards including changes to the financial reporting of leases, which could impact the demand for our leasing services, or misclassification of products and services we sell resulting in the misapplication of revenue recognition policies or inaccurate costs and completion dates for our services, which could affect our estimates; 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, license 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 Item 1A, “Risk Factors” and Item 7,2, “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”).

Industry and Market Data

 This Form 10-K includes industry data that we obtained from periodic industry publications, which represent data, research opinion or viewpoints published as part of syndicated subscription services.

The Gartner Report(s) described herein, (the "Gartner Report(s)") represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this 10-K) and the opinions expressed in the Gartner Report(s) are subject to change without notice

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PART I


ITEM 1.BUSINESS


GENERAL


Our company was founded in 1990 and is a Delaware corporation. ePlus inc. is, sometimes referred to in this Annual Report on Form 10-K as “we,” “our,” “us,” “ourselves,” or “ePlus.”

Our, was founded in 1990. We conduct our operations are conducted through two business segments. Our technology segment sells information technologyIT hardware products, third-party software and maintenance contracts, our own and third-party advanced professional and managed services, and our proprietary software. Our financing segment operations primarily consist of the financing of information technologyIT equipment, software and related services. Both segments sell to commercial entities, state and local governments, government contractors, and educational institutions. See Note 15, “Segment Reporting” in the consolidated financial statements included elsewhere in this report.

ePlus inc. does not engage in any business other than serving as the parent holding company for the following operating companies:

Technology

·ePlus Technology, inc.;
·ePlus Systems, inc.;
·ePlus Content Services, inc.;
·ePlus Document Systems, inc.;
·ePlus Technology Services, inc.
·ePlus Cloud Services, inc., and
·IGXGlobal UK, Limited

Financing

·ePlus Group, inc.;
·ePlus Government, inc.;
·ePlus Canada Company;
·ePlus Capital, inc.;
·ePlus Jamaica, inc.;
·ePlus Iceland, inc., and
·IGX Capital UK, Ltd.

We began using the name ePlus inc. in 1999 after changing our name from MLC Holdings, Inc. ePlus Technology, inc. conducts our technology sales and services business. ePlus Systems, inc. and ePlus Content Services, inc. were incorporated on May 15, 2001 and provide consulting services and proprietary software for enterprise supply management. ePlus Capital, inc. owns 100 percent of ePlus Canada Company, which was created on December 27, 2001 to transact business within Canada. ePlus Government, inc. was incorporated on September 17, 1997 to transact business with governmental contractors servicing the federal government marketplace and other state and local governments. ePlus Document Systems, inc. was incorporated on October 15, 2003 and provides proprietary software for document management, ePlus Technology Services, inc. was incorporated on May 17, 2010 to provide professional and management services and IGXGlobal UK, Limited was acquired in December 2015.
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OUR BUSINESS


We are a leading solutions provider of information technology (IT)that delivers actionable outcomes for organizations by using IT and consulting solutions which enable organizations to optimize their IT environmentdrive business agility and supply chain processes. Weinnovation. Leveraging our engineering talent, we assess, plan, deliver, and integrate world-class IT productssecure solutions comprised of leading technologies and software from top vendors,consumption models aligned with our customers’ needs. Our expertise and provideexperience enable ePlus to craft optimized solutions that take advantage of the cost, scale and efficiency of private, public and hybrid and public cloud solutions to meet customers’in an evolving needs.market. We also provide consulting, professional and managed services, IT staff augmentation, and complete lifecycle management services including flexible financing solutions. and solutions in the areas of security, cloud, networking, data center, collaboration and emerging technologies. We have been in the business of selling, leasing, financing, and managing information technologyIT and other assets for more than 26over 30 years.


Our primary focus is to deliver secure, integrated technology solutions forthat address our customers’ business needs, leveraging the appropriate technologies, both on-premise 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, Data Center and Collaboration are specific skills in orchestration and automation, application modernization, DevOps, data center,management, data visualization, analytics, network security, maintenance, and collaboration needs, including hosted, on-premise, hybrid and cloud infrastructures. These solutions may encompass the full lifecycle of IT and include consulting, assessments, architecture, design, testing, implementation, and ongoing managed services and periodic consultative business reviews. We offer security, storage, cloud, mobility, hyper-converged infrastructure,modernization, edge compute and other advanced and emerging technologies. We design, implement and provide an arrayThese solutions are comprised of IT solutionsworld class leading technologies from multiple leading IT vendors. We are an authorized reseller from over 1,000 vendors, but primarily from approximately 100 vendors, includingpartners such as Amazon Web Services, Arista Networks, Check Point, Cisco Systems, Citrix, Commvault, Dell EMC, FireEye, F5 Networks, Hewlett-Packard,Fortinet, Gigamon, HPE, Juniper McAfee,Networks, Lenovo, Microsoft, NetApp, Nimble,Nutanix, NVIDIA, Oracle, Palo Alto Networks, Pure Storage, Rubrik, Splunk, Varonis, and VMware, among many others. 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 sizescale and strong financial resultsresources have enabled us to investcontinue investing in the engineering and technology resources required to stay current withon the forefront of technology trends. Our expertise in core and emerging technology trendstechnologies, buttressed by our robust portfolio of consulting, professional, and deliver leading edge IT solutions. We believe we aremanaged services, has enabled ePlus to remain a trusted IT advisor tofor our customers, delivering turn-key IT solutions that incorporate hardware, software, security and both managed and professional services.customers. In addition, we offer a wide range of consumption options including leasing and financing options for technology and other capital assets. We believe our lifecycle approach offering of integrated IT products,solutions, services and financing, asset management and our proprietary supply chain software, is unique in the industry. It allowsThis broad portfolio enables us to offerdeliver a unique customer service strategyexperience that spans the continuum from fast delivery of competitively priced products, services, subsequent management and upkeep, through to end-of-life disposal services. This selling approach also permits usePlus to grow withdeploy sophisticated solutions enabling our customers and solidify our relationships through hands-on engagement and understanding of their needs.customers’ business outcomes.


We focus exclusivelyOur go-to-market strategy focuses primarily on diverse end-markets for middle market andto large enterprises. For the year ended March 31, 2016,2021, the percentage of revenue by customer end market within our technology segment includes 25% for the telecommunications, media and entertainment industry, 17% for the technology industry, 16% for state and local government, and educational institutions 22%(“SLED”), technology industry 23%13% for healthcare, and 13% for financial services. Sales to a Verizon Communications Inc. represented 19% and 15% of our net sales for the years ended March 31, 2021 and 2020, respectively. Sales to no one customer exceeded 10% of net sales for the year ended March 31, 2019. We sell to customers in the United States (“US”), telecommunications, media and entertainment 14%, financial services 12%, and healthcare 10%. The majoritywhich accounts for most of our sales, were generated withinand to customers in select international markets including the United States, however, we haveKingdom (“UK”), the ability to support our customers nationallyEuropean Union (“EU”), India, and internationally and this year we acquired our first international subsidiary which is located in the U.K. Singapore. Our technology segment accountsaccounted for 97%96% of our net sales, and 84%71% of our operating income, while our financing segment accountsaccounted for 3%4% of our net sales, and 16%29% of our operating income for the year ended March 31, 2016.2021.

OUR INDUSTRY BACKGROUND AND MARKET OPPORTUNITY

We participate in the large and growing United States IT market which, according to Gartner, Inc. is estimated to generate sales of over $1.15 trillion in 2016, and is expected to grow at a compound annual rate of approximately 2.1% for 2015 through 20191.

1Gartner, “Market Databook, 1Q16 Update,” 2014-2020 End-User Spending on IT Products and Services, March 28, 2016 (U.S.).

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OUR INDUSTRY BACKGROUND AND MARKET OPPORTUNITY

We arehave identified and focused on and have identified several specific trends that we believe will create higher growth thanin the broader U.S.US IT market:


·
Multi-Cloud Strategy. Over the past several years, public, private and hybrid cloud architectures and cloud-enabled frameworks have become a core foundation of modern IT. Our strategy is to assist our customers in aligning cloud strategy with business objective, creating an enterprise cloud foundation, enabling multi-cloud capabilities, accelerating cloud migrations, modernizing the datacenter and extending to the cloud, and optimizing cloud deployments along with their associated costs. We focus on being a guide to customers on their Journey to Modernization of applications, data, and platforms. This strategy leverages our strength in deploying private clouds, extending them to public cloud and incorporating the necessary elements of networking and security. By understanding our customers’ environment, applications, and business requirements, we deploy solutions that leverage the most appropriate technology on the most appropriate platform with the most appropriate consumption model. For example, we may build a private cloud solution to host mission critical applications, while utilizing a public cloud solution for development, collaboration, or disaster recovery. As the market matures, we will continue to build and acquire skills that align with agile development (DevOps), application refactoring, and analytics. Our cloud strategy is tightly aligned with all our key strategic initiatives, including data center, security, networking, collaboration, and emerging technology.

Increasing sophistication and incidences of IT security breaches and cyber-attacks. Over the last decade, cyber-attacks have become more sophisticated, more prevalentnumerous, and invasive. Organizations are finding it increasingly difficult to effectively safeguard against.their information assets and business operations from a constant stream of advanced threats. Cyber-threats have shifted from uncoordinated individual efforts to highly coordinated and well-funded attacks by criminal organizations and nation-state actors.Additional drivers include data privacy concerns of both user data and machine data as companies continue to pursue digital transformation efforts. For most organizations, it is no longer a matter of if a cyber-attack will occur; the question is when and what impact it will have on the organization. We believe our customers are focused on all aspects of cyber security, including information and physical security, data protection, intellectual property, data and business processes, as well as compliance with an increasing number of generalrequirements related to industry and industry-specific government regulations. In order toTo meet current and future security threats, enterprises must identify their risks, implement security controls and technology solutions that are fully-integratedleverage integrated products and capable of monitoring, detecting, containingservices to help monitor, mitigate, and remediatingremediate security threats and attacks.attacks while ensuring a data-centric security model that is scalable to meet today’s digital demands.


·Rapidly evolving
Disruptive technologies are creating complexity and challenges for customers and vendors. Historically, customers could procure The rapid evolution of disruptive technologies, and implement disparate hardware and software solutions to satisfy theirthe speed by which they impact organizations’ IT needs. However, the emergence of complex IT offerings such as software defined infrastructure, cloud computing, converged and hyper-converged infrastructures, big data analytics, and flash storage,platforms, has made it difficult for customers to effectively design, procure, implement, and manage their own IT systems. Moreover, increased budget pressures, fewer internal resources, a fragmented vendor landscape and fast time-to-value expectations make it challenging for customers to design, implement and manage secure, efficient, and cost-effective IT environments. Customers are increasingly turning to IT solutions providers such as ePlus to implement complex IT offerings, including managed services, software defined infrastructure, cloud computing, converged and hyper-converged infrastructures, big data analytics, and flash storage.


·
Customer IT decision makingdecision-making is shifting from IT departments to line-of- business personnel. As IT consumption shifts from legacy, on-premise infrastructure to agile ‘on-demand’“on-demand” and ‘as-a-service’“as-a-service” solutions, customer procurement decisions are being shiftedshifting from traditional IT personnel to lines-of-business personnel, which is changing the customer engagement model and types of consultative services required to fulfill customer needs. In addition, many of the services create recurring annuity revenue streams paidpayable over time, rather than upfront revenue. Our partners are also evolving by developing more annuity models through subscription and consumption-based models operating both on-premises and the cloud.


·
Lack of sufficient internal IT resources at mid-sized and large enterprises, and scarcity of IT personnel in certain high-demand disciplines. We believe that IT departments at mid-sized and large enterprises are facing pressure to deliver emerging technologies and business outcomes without havingbut lack the properly trained personnelstaff and an inabilitythe ability to hire personnel inwith high demandin-demand disciplines such as security and data analytics. At the same time the prevalence of security threats, increased use of cloud computing, software-defined networking, new architectures, and rapid software development frameworks, the proliferation of mobile devices, dispersed workforces, employees working from home, bring-your-own-device (BYOD) policies, and complexity of multi-vendor solutions, have made it difficult for IT departments to implement high-quality IT solutions.

·
Reduction in the number of IT solutions providers. We believe that customers are seeking to reduce the number of vendorssolutions providers they do business with to improve supply chain and internal efficiencies, enhance accountability, improve supplier management practices, and reduce costs. As a result, customers are required to select IT solutions providers that are capable of deliveringcan deliver complex multi-vendor IT solutions.


·
Increasing need for third-party services. We believe that customers are relying on third-party service providers, such as ePlus, to manage significant aspects of their IT environment, from design, implementation, pre- and post-sales support, to maintenance, engineering, cloud management, security operations, and other services.


COMPETITION


The market for IT sales and professional servicessolutions is highly competitive, subject to economic conditionsmacro-economic cycles and rapid change,the entry of new competitors. Additionally, the consolidation of existing market participants can create significantly larger competitors and significantlyis also affected by new product introductionsdisruptive technologies and other market activities of industry participants. We expect to continue to compete in all areas of our business against local, regional, national, and international firms, including:including vendors, other direct marketers,international, national, and regional resellers and regional, national, and international servicesservice providers. ManySome of our competitors commoditizeare direct marketers with little value add and sell products as commodities, which placescan place downward pressure on product pricing. In addition, many IT vendors may sell or lease directly to our customers, and our continued ability to compete effectively may be affected by the policies of such vendors. We face indirect competition from potential customers’ internal development efforts and have tomust overcome potential customers’ reluctance to move away from legacy systems, processes, and processes.solution providers. As IT consumption shifts from IT personnel and legacy infrastructure to line-of-business based outcomes utilizingusing off-premise, on-demand, and cloud solutions, the legacy resale model is shifting from an upfront salessale to a recurring revenue model.
The leasing market isand financing markets are also competitive and subject to changing economic conditions and market activities of leading industry participants. We expect to continue to compete against local, regional, national, and international firms, including banks, specialty finance companies, private-equity asset managers, vendors' captive finance companies, and third-party leasing companies. Banks and other large financial services companies sell directly to business customers, particularly larger enterprise customers, and may provide other financial or ancillary services that we do not provide. Vendor captive leasing companies may utilizeuse internal transfer pricing to effectively lower lease rates and/or bundle equipment sales and leasing to provide highly competitive packages to customers. Third-party leasing companies may have deep customer relationships with contracts in place that are difficult to displace. However,displace; however, these competitors typically do not provide the breadth of product, service, and software offerings that we provide to our customers. Our competitors also may have access to more capital to fund more originations than us.


In all of our markets, some of our competitors have longer operating histories and greater financial, technical, marketing, and other resources than we do. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements. Many current and potential competitors also have greater name recognition and engage in more extensive promotional marketing and advertising activities, offer more attractive terms to customers, and adopt more aggressive pricing policies than we do.


OUR SOLUTIONS


Technology Segment


IT Sales: Our offerings consist of hardware, perpetual and subscription software, maintenance, software assurance, and internally provided and outsourced services. We believe that our customers view technology purchases as integrated solutions, rather than discrete product and service categories, and the majority of our sales are derived from integrated solutions involving our customers’ data center, network, security, and collaboration infrastructure. We hold various technical and sales-related certifications from leading manufacturers and software publishers, which authorizes us to market their products and enables us to provide advanced professional services. We actively engage with emerging vendors to offer their technologies to our customers. Our flexible platform and customizable catalogs facilitate the addition of new vendors’ products with minimal incremental effort.

Advanced Professional and Managed Services: We provide a range of advanced professional and managed services to help our customers improve productivity, profitability, and revenue growth while reducing operating costs. Our solutions and services include the following:

IT Sales: Our offerings consist of hardware, software, maintenance, software assurance and services. We believe that our customers view technology purchases as integrated solutions, rather than discrete product and service categories, and the majority of our sales are derived from integrated solutions involving our customers’ data center, network, and collaboration infrastructure. We hold various technical and sales related certifications that authorize us to market their products and enable us to provide advanced professional services. We actively engage with emerging vendors to offer their technologies to our customers. Our flexible platform and customizable catalogs facilitate the addition of new vendors’ products with minimal incremental effort.
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Advanced Professional and Managed Services: We provide a range of advanced professional and managed services to help our customers improve productivity, profitability and revenue growth while reducing operating costs. Our solutions and services include the following:

Data center solutions enable customers to streamline operations, reduce complexity and costs, and simplify vendor management;

Network services aim to improve network performance for our customers;

Collaboration and mobility services facilitate engagement between customer personnel and third-parties.

Security solutions help safeguard our customers’ IT infrastructure through environment analysis, risk identification and the implementation of security solutions and processes;

Managed services enable customers to reduce costs and burdens of their day-to-day IT tasks while monitoring availability, reliability and performance;

Staff augmentation services provide customers with flexible headcount options while allowing them to access talent, fill specific technology skill gaps, or provide short-term or long-term IT professional help, which also includes services, such as Virtual Chief Information Officer (vCIO) and Virtual Chief Information Security Officer (vCISO), used to help complement existing personnel and build three to five year IT roadmaps;

Server and desktop support provides outsourcing services to respond to our customers’ business demands while minimizing overhead;

Professional services focused on cloud infrastructure, unified communications, collaboration, networking, storage, hyper-converged infrastructure, virtual desktop infrastructure, supported by security and managed services solutions; and

Project management services enhance productivity and collaboration to enable successful implementations.
ePlus managed services proactively monitors and manages a broad range of technologies on premises and in the cloud such as service desk, Infrastructure, Cloud Managed Backup and Recovery, Cloud Hosted Infrastructure & Managed Power Protection. a flexible subscription model to monitor, manage, and maximize business critical technologies—including cloud, security, data center, mobility, and collaboration based on a an ITIL Framework with SOC 1/2 and HIPAA accreditation;

Professional services focus on cloud infrastructure, unified communications, collaboration, networking, storage, hyper-converged infrastructure, and virtual desktop infrastructure, supported by security and managed services solutions;
Proprietary Software: Our line of proprietary software products is called OneSource®
Security solutions help safeguard our customers’ business and information assets through the appropriate application of governance, technology and supporting services:

Governance, Risk, and consistsCompliance (GRC) services help ensure customers are meeting governance and compliance requirements by leveraging regulatory frameworks, industry best practices, and supporting controls - thereby allowing customers to effectively identify, assess, and mitigate risk.
Managed Security Services help customers strengthen their information security profile with industry-leading tools, technology and expertise - often at a fraction of the following products:
cost of in-house security resources. Services include Security Operations Center (SOC), Managed Detection and Response (MDR), and Incident Response (IR).


OneSource®IT is an online web based software portal for customers purchasing IT equipment, software, and services from us; OneSource®IT+ is an online web based software portal for customers purchasing IT products from other suppliers and/or from us;

·OneSource® Procurement
ePlus Cloud Consulting Services (ECCS) is a complete web-basedsuite of white-glove cloud services providing data protection via Cloud Managed Backup and Cloud Disaster Recovery, as well as hosting mission-critical workloads via Cloud Hosted Infrastructure.

Staff augmentation services provide customers with flexible headcount options, which may range from service desk to infrastructure to software tooldeveloper skills. Staff augmentation allows customers to facilitate procurementaccess talent, fill specific technology skill gaps, or provide short-term or long-term IT professional help, which also includes services, such as Virtual Chief Information Officer (vCIO) and Virtual Chief Information Security Officer (vCISO), used to complement existing personnel and build three-to-five-year IT roadmaps.

Service desk providesoutsourced functions including but not limited to server and desktop supportto respond to our customers’ business demands while minimizing overhead.

Project management services enhance productivity and collaboration management and enable successful implementations and adoption of any type of asset;solutions for our customers.

OneSource® Asset Management is a software platform for managing and tracking corporate assets including vendor maintenance contracts; and

OneSource® DigitalPaper is a document management software application.


Financing Segment


Leasing and Financing:We specialize in financing arrangements, including direct financing, sales-type and operating leases; notes receivable,loans, and consumption-based financing arrangements; and underwriting and management and disposal of IT equipment and assets. Our financing operations include sales, pricing, credit, contracts, accounting, risk management, and asset management.


We primarily finance IT equipment, including accessories and software, communication-related equipment, and medical equipment. We may also finance industrial machinery and equipment, office furniture and general office equipment, transportation equipment, and other general business equipment. We offer our solutions both directly and through vendors.


We offer enhanced financing solutions, for our customers, and our business process services approach automates a significant portion of the IT procurement process and reduces our customers’ cost of doing business. The solution incorporates value-added services at every step in the process, including:


·Front-end processing, such as eProcurement,Front-end processing, such as procurement, order aggregation, order automation, vendor performance measurement, ordering, reconciliation, and payment;
·Lifecycle and asset ownership services, including asset management, change management, and property tax filing; and

·End-of-life services such as equipment audit, removal,Lifecycle and asset ownership services, including asset management, change management, and property tax filing; and disposal.


End-of-life services such as equipment audit, removal, and disposal.

OUR COMPETITIVE STRENGTHS


Large Addressable Market with SubstantialLong-term Growth Opportunities Driven by Increasing IT Complexity


We participate in the large and growingsell IT market with specific focussolutions focusing on the data center, network, cloud, security, virtualization, and mobility segments of the industry, facilitated by our professional and managed service solutions. We believe we are well positioned in the complex high-growth IT solutions segmentprimarily target our sales efforts toward middle-market and can achieve outsized growth relative to the overall IT market.

We focus exclusively on enterprises, primarily large and middle market companies as well as state, local and educational entities. Our products and services are targeted at the approximately 50,000 middle market companies,commercial entities, state and local governmental organizationsgovernments, education, and educational institutionshealthcare customers throughout the US and in the United States.certain markets in Europe and Asia. We believe IT organizations withindepartments in these companiesorganizations are facing pressure to deliver higher service levels with fewer resources, increasing their reliance on third partiesthird-parties who can provide complex, multi-vendor technology solutions, such as our company.


Broad and Diverse Customer Base across a Wide Range of End Markets


We have a broad and diverse customer base of over 3,1003,500 customers across a wide range of end markets. We serve a wide range of end markets,end-markets, including education, financial services, healthcare, media and entertainment, state and local government, technology, and telecommunications.
Differentiated Business Model Serving Entire IT Lifecycle – Procurement, Solutions, Services, Software, Financing


We believe we are a trusted IT advisor, delivering differentiated products and services to enable our customers to meet increasingly complex IT requirements. We are able to provide complete, turn-key solutions servingaligned to the entire IT lifecycle – procurement, products, services, software, and financing. We provide upfront assessments, design and configuration capabilities, installation and implementation, and ongoing services to support our customers’ solutions.


Deep Expertise in Advanced Technology to Address Cloud, Security, Digital Infrastructure and other Emerging Data Center and IT Infrastructure Trends


We believe our customers choose us for their complex IT infrastructure needs based on our track record of delivering best-of-breed solutions, value-added services, and close relationships with both established and emerging vendors. We focus on obtaining and maintaining top-level engineering certifications and professional services expertise in advanced technologies of strategic vendors that we leverage to help our customers achieve positive business outcomes. We have over 650 employees that collectively hold approximately 2,200 certification titles, across more than 60 vendors, with a heavy concentration in our top vendors.


Strategic Ability to Design and Integrate Cloud Solutions Across Multiple Vendors


We believe our relationships with vendors focused on the designexpertise across both Data Center and integration of cloud systemsCloud architectures allows us to provide differentiated market-leadingofferings in assisting our customers with their journey to the cloud. Combined with our established practices in Networking and Security, we are uniquely poised to help customers adopt a multi-cloud strategy utilizing our cloud offerings.cost management framework to help overcome the inherent challenges. We have developed long standing,leverage our strategic partnerships with leading cloud systems vendors includingsuch as Amazon Web Services, Cisco Systems, Dell EMC, Hewlett Packard Enterprise, Microsoft Azure, NetApp, and VMware.VMware in conjunction with our professional, managed and lifecycle services to help our customers achieve their desired business outcomes.

Our vendor agnostic approach allows us to provide the best customer-specific solutions. Our experienced professionals are trained in various product lines across vendors and have achieved top-level certifications with multiple strategic partners. In addition to providing initial products, our vendor certifications allow us to contract the assumption of many of the day-to-day maintenance and servicing functions for these products.


Proven Track Record of Successfully Integrating Acquisitions and Accelerating Growth


We view acquisitions as an important factor in our strategic growth plan. Since 1997, we have successfully identified and integrated 19nearly 30 acquisitions. Most recently, we have been active in tuck-in acquisitions to broaden our product offerings, sector reach, and geographic footprint, with recent acquisitions including:footprint.

·IGX Acquisition Global, LLC , and IGX Support, LLC, including IGX Acquisition’s wholly-owned subsidiary, IGXGlobal UK Limited (collectively, "IGX") – Expansion of sales presence in New York and New England, as well as an operating branch in London that serves United Kingdom and global customers.
·Granite Business Solutions, Inc. (“Evolve”)– West Coast operations expansion and broadened SLED customer base
·AdviStor – Upstate New York operations expansion and broadened storage offerings and expertise
·pbm (Pacific Blue Micro)– Expansion of West Coast operations
·Vanticore – Northern New England operations expansion, gained municipal contracts and customer contact center expertise
·NCC Networks – Midwest operations expansion and broadened security expertise.

We seamlesslygenerally integrate acquired firms into the ePlusePlus platform immediately, which allows us to maintain customers and vendor relationships, and retain key employees from acquired firms, and accelerate growth.


We continue to review new acquisition opportunities to growexpand our global footprint and expand our offerings.


Financial Performance Characterized by Growth and Profitability


We have focused on achieving top-line revenue growth while maintaining industry-leading gross margins – with a compound annual growth rate of 10.9%4.2% on net sales and 10.7%7.0% for consolidated gross profit, respectively, from April 1, 2011fiscal year 2017 to March 31, 2016.fiscal year 2021.


Through our organic expansion as well asand acquisitions, we have increased our employee base by 48%33.0% from April 1, 2011March 31, 2017 to March 31, 2016 while increasing revenue per employee by approximately 13%. Our2021. The increase in our employee base has largely been in customer facing roles.roles, which represented 92.5% of the total increase in headcount over the same period, as we continue to build our sales and services team while leveraging our operational infrastructure.
GROWTH STRATEGY


Our goal is to continue to grow as a leading provider of technology solutions. The key elements of our strategy include the following:


Be Our Customers’ Partner of Choice for Comprehensive IT and Lifecycle Solutions, Which May IncludeIncluding Consulting, Managed and Professional Services, and Financing Needs


We seek to become the primary provider of IT solutions and flexible financing solutions for each of our customers, by delivering IT solutions whether on-premise, cloud, hybrid or managed services-based. We strive to provide excellent customer service, pricing, availability, and advanced professional and managed services in an efficient manner. We believe the increasing complexity of the IT ecosystem and the emergence of new technologies, vendors, licensing, and vendorsservice options are factors that will lead to a growing demand from existing customers. We continue to focus on improving our sales efficiency by providing on-going training and targeted incentive compensation, as well as implementing better automation processes to reduce costs and improve productivity.have many experienced pre-sales engineers who engage with customers about the most advanced technologies. Our account executives are trained on our broad solutions capabilities andwith access to many, category-focused subject-matter experts, which allow them to sell in a consultative business outcome-based manner that increases the likelihood of cross-selling our solutions. Our account executives are supported by experienced and professional inside sales representatives. We believe that our bundled offerings are an important differentiating factor from our competitors. We also have experienced pre-sales engineers and inside sales representatives to support our outside sales representatives.


We focus on gaining top-level engineering certifications and professional services expertise in advanced technologies of strategic vendors. This expertise helps our customers develop their cloud capabilities including private, public, and hybrid infrastructures. We are providing virtual desktop infrastructure, unified communications, collaboration, networking, security, storage, big-data, mobility, converged and hyper-converged infrastructures, and managed services offerings, all of which remain in high demand. We believe our ability to deliver advanced professional services provides benefits in two ways. First, we gain recognition and mindshare of our strategic vendor partners and become the “go-to” partner in selected regional markets as well as the national market. This significantly increases direct and referral sales opportunities for our products and services and allows us to offer competitive pricing levels. Second, within our existing and potential customer base, our advanced professional services are a key differentiator against competitors who cannot provide services or advanced services for these key technologies or across multiple vendor product lines.


We continuously offer best-of-breed solutions to provide our clients with next generation capabilities. During the last fiscal year, we have expanded ourOur managed services offeringsportfolio expanded this year to include Managed Flashstack, hybrid ITSDWAN, Service Desk, Carrier Expense Management, Cloud Cost Optimization, Vulnerability Management as a Service (VMaas), Managed UCM, Hyperflex, Nutanix and Aruba monitoring services, and managed video services.management. We have further increased our breadth and depth of engineering expertise through the integration of recent acquisitions, supplementing our Cisco service offerings, expanding our Netapp SSC/EMS portfolio, and security solutions releases. We have also enhanced our Managed Services and consolidated all ePlus annuity-based service solutions into a single service management platform to enhance customer experience. Likewise, we have increased automation of Service Level Target reporting to ensure remediation and response are top-of-mind.


Build Our Geographic Footprint


We intend to increase our direct sales and targeted marketing effortsgo-to-market capabilities in each of our geographic areas. We actively seek to acquire new account relationships through face-to-face field sales,personal relationships, electronic commerce, (especially OneSource®), leveraging our partnerships with vendors, and targeted direct marketingdemand-generation activities to increase awareness of our solutions. We also seek to broaden our customer base, expand our geographic reach, and improve our technical expertise,technology and scaleprofessional services delivery capabilities. During the last fiscal year, we continued to expand our existing operating structure through acquisitions.sales and delivery capabilities across multiple international markets as we see more demand for solutions within this market.


Recruit, Retain, and Develop Employees


Based on our prior experience, capital structure, and business systems and processes, we believe we are well positioned to take advantage of hiringhire experienced sales people and engineers, and make strategic acquisitions that expand our customer facing talent, broaden our customer base, expand our geographic reach, scale our existing operating structure, and/or enhance our product and service offerings. Part of our growth strategy is to hire purposefully and evaluateenhance our technical and skill base through strategic hiring opportunities ifacquisitions. Once recruited, we believe that that our culture, competitive performance-based compensation, policies and when they become available. During the year ended March 31, 2016, as partlabor practices contribute to strong relations with our employees. We offer a range of affordable and flexible benefits options to assist with health and well-being. As our expansion strategy, our customer facing salesemployees are an important resource to us, we invest in their ongoing professional development. Our education program provides financial support for employees who want to participate in undergraduate and graduate studies, continuing education, skill building including technical certifications, and other professional services team grew from 712enrichment related to 799.their position with ePlus.


Improve Operational Efficiencies


We continue to invest in our internal technology infrastructure and software platforms to optimize our operations and to engage in process re-engineering efforts to become more streamlined and cost effective.
RESEARCH AND DEVELOPMENT


We incur software development costs associated with maintaining, enhancing, or upgrading our proprietary software, which may be performed by internal IT development resources or by an offshore software-development company that we use to supplement our internal development team.team or various US-based consultants.


SALES AND MARKETING


We focus our sales and marketing efforts on becoming the primary provider of IT solutions for each of our customers and by seekingcustomers. We actively seek to acquire new account relationships through face-to-face field sales andpersonal relationships, electronic commerce, leveraging our partnerships with manufacturersvendors and targeted direct marketingdemand-generation activities to increase awareness of our solutions. We target enterprises, primarily middle market companies with annual revenues between $20 million and $2.5 billionmiddle-market and large companies. We believe there are over 50,000 potential customers in the middle marketcommercial entities and westate and local governments, and educational institution. We currently have over 3,1003,500 customers. We undertake direct marketing and leverage digital marketing and social media campaigns to target certain markets in conjunction with our primary vendor partners, who may provide financial reimbursement, outsourced services, and personnel to assist us in these efforts.


Our sales representatives are compensated by a combination of salary and commission, with commission becoming the primary component of compensation as the sales representatives gain experience. To date, we acquired a majority of our customers through the efforts of our direct sales force.force and acquisitions. We market to different areas within a customer’s organization, including business units as well as the IT department, or finance department, depending on the products or services. We also market to customers through our telesales group, which consists of experienced telesales sales professionals and engineers. This group is focused on marketing to existing and new customers primarily within the geographic reach of our existing service areas.solutions.


As of March 31, 2016,2021, our sales force consisted of 457589 sales, marketing and sales support personnel organized regionally in 32 office locations throughoutacross the United States.US, UK, India, and Singapore.


INTELLECTUAL PROPERTY RIGHTS


Our success depends in part upon proprietary business methodologies and technologies that we have licensed and modified. We own certain software programs or have entered into software licensing agreements to provide services to our customers. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret protection, confidentiality and nondisclosure agreements, and licensing arrangements to establish and protect our intellectual property rights. We seek to protect our software, documentation and other written materials and confidential corporate information under trade secret and copyright laws, which afford only limited protection.


For example, we currently have patents in the United States we have six catalog management patents, three image transmission management patents, a patent for collaborative editing of electronic documents over a network, a hosted asset information management patent, and an eCatalog supplier portal patent, among others. The three image transmission patents are scheduled to expire in 2018; the earliest of the catalog management patents is scheduled to expire in 2024; and the patent for collaborative editing of electronic documents over a network is scheduled to expire in 2025, provided that all maintenance fees are paid in accordance with USPTO regulations. We also have certain patent rights in some European forums, Japan,US and Canada. We cannot provide assurance that any patents, as issued, will prevent the development of competitive products or that our patents will not be successfully challenged by others or invalidated through the administrative process or litigation.


OurIn the US, our registered trademarks in the United States include ePlus®e, eCloud ®,ePlus®, Procure+®, Manage+®, Docpak®, Viewmark®, OneSource®, and Where Technology Means MoreMore® and GRIT: Girls Re-Imagining Tomorrow ®. We also have registered IGXGlobal®, and IGXGlobal an ePlus Technology, inc. Company® and certain variations thereon in the United Kingdom and the European Union (“EU”). We intend to use and protect these and our other marks, including common-law marks, as we deem necessary. We have over 20 registered copyrights, in addition to unregistered copyrights in our website content, software, marketing and other written materials. We believe our trademarks and copyrights have significant value and are an important factor in the marketing of our products. In addition to our trademarks, we have over 20 registered copyrights and additional common-law trademarks and copyrights.


Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Policing unauthorized use of our products is difficult and can be expensive, and while we are unable to determine the extent to which piracy of our software products exists, software piracy could be expected to be a persistent problem. Our means of protecting our proprietary rights may not be adequate, and our competitors may independently develop similar technology, duplicate our products or design around our proprietary intellectual property.

FINANCIAL AND RISK MANAGEMENT ACTIVITIES


Inventory Management: We have drop-shipment arrangements with many of our vendors and distributors, which permit us to offer products to our customers without having to taketaking physical delivery of the equipment. Ingram Micro, Arrow Enterprises, Ingram Micro, and Tech Data, and Synnex Corporation are theour largest distributors we utilize.distributors. Using the distribution systems available, we frequently sell products that are shipped from the vendors or distributors directly to our customers’ location, which allows us to keep our inventory of any product and shipping expenses to a minimum. For the year ended March 31, 2016,2021, our four largest distributors accounted for 34%over 30% of our purchases related to our technology segment net sales.


Sales of products manufactured by Cisco Systems, HPE, and NetApp, whether purchased directly from these vendors or through distributors, represented 49%, 7%, and 5%, respectively, of our technology segment net sales for the year ended March 31, 2016. Our flexible platform and customizable catalogs facilitate the addition of new vendors with minimal incremental effort.

Risk Management and Process Controls: We use and maintain conservative underwriting policies and disciplined credit approval processes in both our technology and financing segments. We have an executive management review process and other internal controls in place to evaluate the transactions’ potential risk.


In our technology segment, we manage our risk by using conservative credit quality analysis and periodic monitoring of customer financial results or third-party risk evaluation tools; monitoring customer accounts receivable balances and payment history; proactively pursuing delinquent accounts; ensuring we have appropriate contractual terms and conditions; perfecting purchase money security interestinterests when appropriate;practicable; requiring prepayment or deposits if indicated; performing fraud checks for new accounts; and evaluating general economic as well as industry specific trends. Our systems automatically decrease trade credit lines based on assigned risk ratings.


In our financing segment, we manage our risk in assets we finance by assigning the contractual payments due under the financing arrangement to third parties.third-parties and the continued monitoring of our customers’ credit profile. We also use agency purchase orders to procure equipment for lease to our customers and otherwise take measures to minimize our inventory of financed assets. When our technology segment is the supplier of the assets being financed, we maintainretain certain procurement risks. Our financing arrangements with our customers are generally fixed-rate.fixed rate.


As a result of COVID-19, we have tightened our credit lines with many of our customers, particularly in the customer end markets under significant duress such as retail. Some customers have requested extended terms which we are assessing on a case by case basis. In our financing segment, we reduced our exposure by transferring certain transactions on a non-recourse basis.

Credit Risk Loss Experience: During the fiscal year ended March 31, 2016,2021, we decreasedincreased our reservesallowance for credit losses by $272$1,436 thousand and incurred actual credit losses of $188 thousand and had recoveries of $30$178 thousand. During the fiscal year ended March 31, 2015,2020, we increased our reservesallowance for credit losses by $125$1,004 thousand and incurred actual credit losses of $257 thousand and had recoveries of $3$429 thousand. During the fiscal year ended March 31, 2014, we increased our reserves for credit losses by $750 thousand, incurred actual credit losses of $127 thousand, and had no recoveries.


BACKLOG


We rely on our vendors or distributors to fulfill a large majority of our shipments to our customers. As of March 31, 2016,2021, we recorded customer commitments to purchase products or services that remain open until either executed or canceled (“open orders”) of $476.8 million and deferred revenue of $99.1 million. As of March 31, 2020, we had open orders of $109.4 million and deferred revenue of $20.2 million. As of March 31, 2015, we had open orders of $74.9$277.6 million and deferred revenues of $37.3$72.2 million. We expect that most of the open orders and approximately 75% of deferred revenue as of March 31, 2016 will be recognized within ninety days of that date. We also expect that 91% of the deferred revenues as of March 31, 20162021 will be recognized within the next twelve12 months.


EMPLOYEESHUMAN CAPITAL


Our employees’ collective dedication and talent enable us to be a trusted advisor to our customers.

As of March 31, 2016,2021, we employed 1,074a total of 1,560 employees, who operated through 32 office locations, home officesincluding 1,510 in the US, 18 in the United Kingdom, 30 in India, and customer sites. No2 in Singapore. We believe we have a good relationship with our employees, and none are represented by a labor unionunion.

Our Culture

In the early days of the COVID-19 pandemic, our Chief Executive Officer introduced the motto of “Be Safe, Be Smart, and we believeBe Kind.” to convey the timeless qualities that embody the culture we have good relationsspent 30 years building and have been even more important during this past year. Through our Code of Conduct, policies, our training, and the everyday actions of our leadership, we expect our employees to treat each other, our customers, and all our business partners consistent with the “Be Safe, Be Smart, Be Kind” motto, with respect and equality for all persons.

Corporate social responsibility is also an important part of our employees. culture and focus efforts around supporting the communities in which we live and work. A sample of our efforts include participating in One Tree Planted, Habitat for Humanity, and Be the Match. Since 2017, we have sponsored GRIT: Girls Re-Imagining Tomorrow in partnership with Cisco Systems, Inc. GRIT exists for the sole purpose of introducing diverse groups of middle school girls to technology-focused career possibilities, with an emphasis on cyber security and artificial intelligence.

Functional Areas of our Employee Base

The functional areas of our employees are as follows:


  March 31, 
  2016  2015 
Sales and Marketing  457   404 
Professional Services  342   308 
Administration  195   188 
Software Development and Internal IT  73   78 
Executive Management  7   8 
   1,074   986 
 Year Ended March 31,    
  2021  2020  Change 
Sales and marketing  589   605   (16)
Professional services  662   666   (4)
Administration  217   212   5 
Software development and internal IT  85   89   (4)
Management  7   7   - 
   1,560   1,579   (19)

U.S.Nearly one-third of our employees have a tenure of six or more years, and 15% have a tenure of more than 10 years.

Covid-19 Safety

During the past year, considering COVID-19, we implemented a flexible work from home strategy for all our offices, and provided training, policies and face coverings for our employees who perform essential services onsite with customers and in our integration centers, supporting critical infrastructure sectors. Our flexible work from home strategy during the pandemic is designed to keep our employees and their families as well as our communities safe, and to support those who cannot return to the office due to childcare responsibilities while schools and day care centers are closed.

Attracting Talent

While we operate in a competitive labor environment, we believe that that our culture, competitive performance-based compensation, policies and labor practices contribute to strong relations with our employees. We offer a range of affordable and flexible benefits options to assist with health and well-being. New this fiscal year, we added Martin Luther King, Jr. Day to our corporate holidays, which complements two personal days to allow employees flexibility for other holidays. In recent years, we have received several Comparably Talent Awards in the Large Companies category, including in 2020: Best CEO, Best Company Work-Life Balance, and Best CEO for Women.

Training and Development

As our employees are an important resource to us, we invest in their ongoing professional development. Our education program provides financial support for employees who want to participate in undergraduate and graduate studies, continuing education, skill building including technical certifications, and other professional enrichment related to their position with ePlus. New employees are assigned 30 short training videos during their first eight months of employment, covering soft skills, compliance, and our specific business. All employees have access to ePlus University, which offers thousands of on-demand courses, from business and technical skills to leadership to compliance. We also provide live and recorded presentations from numerous in-house leaders and experts in a variety of topics, as well as in-person workshops on management skills and leadership. All employees are supported in, and expected to, remain current in the knowledge areas relevant to their position.

Our employee base of highly skilled, experienced personnel includes account executives, pre-sales and inside-sales staff trained on our broad solutions capabilities and category-focuses subject-matter experts. Additionally, we have over 650 employees that collectively hold approximately 2,200 certification titles, across more than 60 vendors, with a heavy concentration in our top vendors.

US SECURITIES AND EXCHANGE COMMISSION REPORTS


Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”),US SEC, are available free of charge through our Internet website, www.eplus.com, as soon as reasonably practical after we have electronically filed such material with, or furnished it to, the SEC. The public may read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-202-551-8300. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents on or accessible through these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.
EXECUTIVE OFFICERS


The following table sets forth the name, age and position of each person who was an executive officer of ePlus on March 31, 2016.2021. There are no family relationships between any directors or executive officers of ePlus.


Name
Age
Name
Age
Position
   
Phillip G. Norton72Mark P. MarronDirector, Chairman of the Board of Directors,59Chief Executive Officer, President, and Chief Executive OfficerDirector
   
Mark P. Marron54Chief Operating Officer
 
Elaine D. Marion4853Chief Financial Officer
   
Steven J. Mencarini60Darren RaiguelSenior Vice50Chief Operating Officer and ePlus Technology, inc. President of Business Operations


The business experience of each executive officer of ePlus is described below:


Phillip G. Norton joined the Company in March 1993 and has served since as its Chairman of the Board and Chief Executive Officer. Since September 1, 1996, Mr. Norton has also served as President of the Company. Mr. Norton had extensive leasing experience prior to joining ePlus. With over thirty years of senior management experience in the equipment leasing and equipment sales markets, Mr. Norton brings leadership, vision, and extensive business, operating, and financing experience to the Company. He has tremendous knowledge of our markets, and since joining the Company in 1993, he has guided the expansion of our business lines and revenues. Today, we are a provider of advanced technology solutions, leasing, and software with $1.2 billion in revenues, as compared to our initial businesses of equipment leasing and brokerage with revenues of $40 million when the Company went public in 1996. As CEO, Mr. Norton has led several successful capital raising initiatives, including our IPO and secondary offerings and two private equity rounds; multiple accretive acquisitions in three different business lines; the hiring and retention of numerous highly qualified personnel; the successful litigation of multiple patent infringement lawsuits protecting our patent rights; and the development of strong industry relationships with key technology partners.

He was founder, Chairman of the Board of Directors, President andMark Marron – Chief Executive Officer, of Systems Leasing Corporation, an equipment leasing and equipment brokerage company which he founded in 1978 and sold to PacifiCorp, Inc., a large Northwest utility, in 1986. From 1986 to 1990, Mr. Norton served as President and CEO of PacifiCorp Capital, Inc., the leasing entity of PacifiCorp, Inc., which had over $650 million of leased assets. From 1990 until 1993, Mr. Norton coached high school basketball and invested in real estate. From 1970-1975, he worked in various sales and management roles for Memorex Corporation, a vendor of storage and communication equipment and from 1975-1978, he was Vice President of Federal Leasing Corporation, a provider of financing and logistics to federal, state, and local governments. In June 2011, Mr. Norton began serving on the Board of Directors of The Northern Virginia Technology Council, the largest membership and trade association for technology in the United States. Mr. Norton is a 1966 graduate of the U.S. Naval Academy, with a Bachelor’s of Science degree in engineering, and served in the U.S. Navy from 1966-1970 as a Lieutenant in the Supply Corps.Director


Mark P. Marron, joined us became the Chief Executive Officer and President of ePlus inc. on August 1, 2016. He began his career at ePlus in 2005 as Senior Vice President of Sales. Mr. Marron was appointed asSales and became Chief Operating Officer in 2010. A 30-year plus industry veteran, he was formerly with NetIQ where he held the position of ePlus inc. andSenior Vice President of ePlus Technology, inc. in 2010. Prior to joining us, from 2001-2005, Mr. Marron served as senior vice president of worldwide salesWorldwide Sales and services of NetIQ.Services. Prior to joining NetIQ, Mr. Marron served as senior vice president and general managerGeneral Manager of worldwide channel salesWorldwide Channel Sales for Computer Associates International Inc., a provider of software and services that enables organizations to manage their IT environments. Mr. Marron has extensive experience throughout North America, Europe, the Middle East, and Africa and holds a Bachelor’sBachelor of Science degree in Computer Science from Montclair State University.


Elaine Marion – Chief Financial Officer

Elaine D. Marion joined us in 1998. Ms. Marion became our Chief Financial Officer on September 1, 2008. From 2004 to 2008, Ms. Marion served as our Vice President of Accounting. Prior to that, she was the Controller of ePlusePlus Technology, inc., a subsidiary of ePlus,ePlus, from 1998 to 2004. Ms. Marion currently serves on the Advisory Board of the School of Business at the University of Mary Washington and as chair of the George Mason University School of Business Dean’s Advisory Council. Ms. Marion is a graduate of George Mason University, where she earned a Bachelor’sBachelor of Science degree in Business Administration with a concentration in Accounting.


Steven J. Mencarini, Darren Raiguel – Chief Operating Officer and ePlus Technology inc. President

Darren S, Raigueljoined usthe company in June 1997. On September 1, 2008, he1997as an account executive and has held numerous management positions in the organization for well over a decade. Mr. Raiguel became our SeniorExecutive Vice President of Business Operations. Prior to that, he served as our Chief Financial Officer. Prior to joining us, Mr. Mencarini was Controller of the Technology Management Group of Computer Sciences Corporation (CSC). Mr. Mencarini joined CSCSales, and in 1991 as Director of Finance andMay 2018 was promoted to Controller in 1996.Chief Operating Officer of ePlus inc. and President of ePlus Technology, inc. Mr. Mencarini is a graduate of the University of Maryland andRaiguel received a MastersBachelor of TaxationBusiness Administration degree from AmericanTemple University, with dual majors in 1985.Marketing and Finance. He has participated in numerous industry organizations, councils, and advisory boards throughout his career.

ITEM 1A.RISK FACTORS


General Economic Weakness May Harm Our Operating Results and Financial Condition

OurThere are many factors that could adversely affect our business, results of operations and cash flows, some of which are dependent,beyond our control. The following is a description of some important factors that may cause our business prospects, results of operations and cash flows in future periods to a large extent, upondiffer materially from those currently expected or desired. Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations and cash flows.

Risks Specific to Our Business

Actual or anticipated epidemics, pandemics, outbreaks, or other public health crises may adversely affect our customers’ and suppliers’ financial condition and the stateoperations of our business.

Our business could be materially and adversely affected by the impact of the economy. Global economic weaknessdisease caused by the novel coronavirus, COVID-19, which was declared a pandemic by the World Health Organization, or the actual or public perception of the risks related to any epidemic, pandemic, outbreak, or other public health crisis. The risk of COVID-19 pandemic, or public perception of the risks associated with the COVID-19 pandemic, could cause customers to delay or cancel orders, and uncertainty may resultcould cause temporary or long-term disruptions in decreased sales, gross margin, and earnings our supply chains and/or growth rates. Adverse economic conditions may decrease our customers’ demand fordelays in the delivery of our products and services to our customers. Quarantines or impairother cancellations of public events as well as governmental containment actions could also adversely affect our customers' financial condition, resulting in reduced spending for the products and services we sell or uncollectible accounts receivable, leases or notes receivable or our customers’ ability to receive goods we ship to their locations. Moreover, the COVID-19 pandemic has resulted in a high percentage of our employees who work from home, which could adversely affect our ability to adequately staff and manage our businesses. Risks or regulations related to an epidemic, pandemic, or other health crisis, such as COVID-19, has and may continue to lead to the complete or partial closure of one or more of our offices or configuration centers or the operations of our customers or our sourcing partners. Office closures of our customers may reduce our ability to pay for productsprovide onsite professional services and services theystaffing. The ultimate extent to which the current COVID-19 pandemic and the distribution and efficacy of the vaccine will affect the financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and duration of the current pandemic.

We began monitoring the COVID-19 outbreak and following the guidance of public health authorities in January 2020. In March 2020, we put in place a number of protective measures in response to the COVID-19 outbreak that is taking place world-wide. These measures include having employees work from home to the extent their job function enables them to do so, cancelling all non-essential business travel, asking some employees to self-quarantine at home, adjusting our facilities’ janitorial and sanitary policies. We have purchased. and may continue to include various health-related measures, such as requiring employees and visitors to undergo a health screening or wear a mask. In addition, our employees may have health issues related to COVID-19 and may have unpredictable work schedules due to childcare responsibilities as many schools and childcare centers are closed. We are regularly revisiting the measures we are taking in response to the evolving COVID-19 pandemic, and we are likely to take additional action in response to the various requirements and recommendations of governmental and other health authorities. In addition, as Stay at Home orders by state and local governments are lifted or changed, additional risks may arise, including infections within our employee base, office closures, and/or closures at customers sites. These existing measures and any future actions, such as additional or renewed Stay at Home orders, may result in a disruption to our business.

As a result,high percentage of our sales could decreaseemployees are working from home due to COVID-19, we are highly reliant on the availability and reservesfunctionality of our information systems to enable our operations. Working from home may increase risk of data loss. If our information systems are not operational for reasons which may include cyber security attacks, data center failures, failures by telecom providers to provide service to our credit lossesbusiness and write-offsto our employees’ homes, power failures, or failures of receivablesoff-premise software such as SaaS based software, our business and financial results may increase.be adversely impacted.


As our employees return to the workplace, we may face challenges implementing newly required processes technologies, and procedures specific to COVID-19, including paid time off laws and health screenings. Additionally, as the facts, guidance and perception are rapidly changing, we may face challenges responding to actual or possible COVID-19 exposure in the workplace, training managers to address an anticipated uptick in leave and accommodation issues, and issuing corporate communications to effectively assuage and respond to employee concerns regarding COVID-19.

If We Lost Onewe lost one or Moremore of Our Large Customers, Our Earnings Mayour large volume customers, our earnings may be Affectedaffected.


The contracts for the provision of products and services from us to our customers are generally non-exclusive agreements without volume purchase commitments and are terminable by either party upon 30 days’ notice. The loss of our largest customer or one or more of our largelargest customers, or the failure of such customers to pay amounts due to us, or a material reduction in the amount of purchases made by such customers could have a material adverse effect on our business, financial position, results of operations and cash flows.

For the year ended Our accounts receivable-trade balance as of March 31, 20162021, and 2015, no single customer’s sales were greater than 10%2020, included approximately 20% concentration of total net sales. For the year ended March 31, 2014, salesinvoices due from Verizon Communications Inc.

We depend on having creditworthy customers to a large telecommunications company were approximately 11% of total net sales, all of which related to our technology segment

We May Experience A Reduction in Incentives Offered to Us by Our Vendors That Would Affect Our Earnings

We receive payments and credits from vendors, including consideration pursuant to volume incentive programs, shared marketing expense programs and early pay discounts. These programs are usually of finite terms and may not be renewed or may be changed in a way that hasavoid an adverse effect on us. Vendor funding is used to offset inventory costs, costs of goods sold, marketing costs and other operating expenses. Certain of these funds are basedimpact on our volume of purchases, growth rate of purchases, and marketing programs. If we do not grow our sales over prior periods or if we are not in compliance with the terms of these programs, there could be a material negative effect on the amount of incentives offered or paid to us by vendors. We may not continue to receive such incentives or may not be able to collect outstanding amounts relating to these incentives in a timely manner, or at all. Any sizeable reduction in, the discontinuance of, a significant delay in receiving or the inability to collect such incentives, particularly related to incentive programs with our largest partners, including Cisco Systems and Hewlett-Packard, could have a material adverse effect on our business,operating results of operations and financial condition. If we are unable to react timely to any fundamental changes in the programs of vendors, including the elimination of funding for some of the activities for which we have been compensated in the past, such changes could have a material adverse effect on our business, results of operations and financial condition.

For the fiscal years ended March 31, 2016, 2015, and 2014, vendor incentives earned remained a fairly stable component of our gross margins on consolidated sales of product and services. There was a decrease in the percentage of vendor incentives earned which resulted in a 30-basis point reduction to our gross margins for sales of product and services for the year ended March 31, 2016 compared to the prior year. The change in the amount of vendor incentives earned during the fiscal years ended March 31, 2015 as compared to 2014 resulted in an increase to our gross margins for sales of products and services of 10 basis points.

We Depend on Having Creditworthy Customers to Avoid an Adverse Impact on Our Operating Results and Financial Condition


Our financing and technology segments require sufficient amounts of debt or equity capital to fund our equipment purchases. If the credit quality of our customer base materially decreases, or if we experience a material increase in our credit losses, we may find it difficult to continue to obtain the required capital for our business, and our operating results and financial condition may be harmed. In addition to the impact on our ability to attract capital, a material increase in our delinquency and default experience would itself have a material adverse effect on our business, operating results, and financial condition. We

As a result of COVID-19, many of our customers may be susceptible to economic slowdowns or recessions and may be unable to pay for their purchases or repay the leases or note receivable to us or repayment may be extended by our customers or us. Therefore, our non-performing assets may increase, and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also subjectmay decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to changes, if any,financial losses in our lenders’ willingnessportfolio and a decrease in revenues, net earnings, and assets in our financing segment. Unfavorable economic conditions also could increase our financing segment’s funding costs, limit our access to providethe capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our financing for different, particularly lower, credit quality lessees.portfolio and harm our operating results.


As of March 31, 20162021, and 2015,2020, we had reservesan allowance for credit losses of $5.2$4.4 million and $5.6 million, respectively, which included a specific reserve of $3.2 million, duerespectively.

The terms of our Credit Facility or lines of credit with our vendors or loss thereof may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

Our technology segment, primarily through our subsidiary ePlus Technology, inc., finances its operations with funds generated from operations, and with a customercredit facility with Wells Fargo Commercial Distribution Finance, LLC or WFCDF. This facility provides short-term capital for our technology segment. There are two components of the WFCDF credit facility: (1) a floor plan component and (2) an accounts receivable component. As of March 31, 2021, the facility agreement had an aggregate limit of the two components of $275 million, and the accounts receivable component had a sub-limit of $100 million, which bears interest assessed at a rate of two percent (2.00%) plus the greater of one month LIBOR or seventy-five hundredths of one percent (0.75%).

The loss of the technology segment’s credit facility could have a material adverse effect on our future results as we rely on this facility and its components for daily working capital and the operational function of our accounts payable process. Our credit agreement contains various covenants that filedmust be met each quarter and either party may terminate the agreement for bankruptcyany reason with 90-days notice. There can be no assurance that we will continue to meet those covenants and failure to do so may limit availability of, or cause us to lose, such financing. There can be no assurance that such financing will continue to be available to us in May 2012.the future on acceptable terms.

COVID-19 may negatively impact our lender’s willingness to extend credit to us at the current credit limit or an increase in credit limit thus restricting our working capital. We also have lines of credit with our vendors for the purchase of goods and services for resale or internal use with terms including net 15, net 30, net 45, net 60 and net 90. The loss or decrease of our working capital facility or lines of credit with our vendors may have a material adverse effect on our business, results of operations and financial condition.

Changes in the IT Industry and/or Rapid Changes in Product Standards May Result in Reduced Demand for the IT Hardware, Software and Services We Sell

Our resultsrely on a small number of operations are influenced by a variety of factors, including the condition of the IT industry, shifts in demand for, or availability of, IT hardware, software, peripherals and services, and industry introductions of new products, upgrades or methods of distribution. The IT industry is characterized by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods or channels, each of which can decrease demand for current products or render them obsolete. In addition, the proliferation of cloud technology, infrastructure as a service (“IaaS”), software as a service (“SaaS”), platform as a service (“PaaS”), software defined networking, or other emerging technologies may reduce the demand for products and services we sell to our customers. Cloud offerings may influence our customers to move workloads to cloud providers, which may reduce the procurement of products and services from us. Changes in the IT industry may also affect the demand for our advanced professional and managed services. We have invested a significant amount of capitalkey vendors in our services strategysupply chain, and it may fail due to competition or changes in the industry. If we fail to react in a timely manner to such changes, our results of operations may be significantly adversely affected. Our sales can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our results of operations.

We Are Dependent on Continued Innovations in Hardware, Software and Services Offerings by Our Vendors and the Competitiveness of Their Offerings, and Our Ability to Partner With New and Emerging Technology Providers

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, software and services offerings, such as cloud-based solutions, including IaaS, SaaS and PaaS. We are dependent on innovations in hardware, software and services offerings, as well as the acceptance of those innovations by our customers. A decrease in the rate of innovation, or the lack of acceptance of innovations by our customers, could have an adverse effect on our business, results of operations or cash flows.

In addition, if we are unable to keep up with changes in technology and new hardware, software and services offerings, for example by not providing the appropriate training to our account managers, sales technology specialists and engineers to enable them to effectively sell and deliver such new offerings to customers, our business, results of operations or cash flows could be adversely affected.

We also are dependent upon our vendors for the development and marketing of hardware, software and services to compete effectively with hardware, software and services of vendors whose products and services we do not currently offerhave long-term supply or that we are not authorized to offer in oneguaranteed price agreements or more customer channels. In addition,assurance of stock availability with our success is dependent on our ability to develop relationships with and sell hardware, software and services from new emerging vendors and vendors that we have not historically represented in the marketplace. To the extent that a vendor's offering that is highly in demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, or we are unable to develop relationships with new technology providers or companies that we have not historically represented, our business, results of operations or cash flows could be adversely impacted.vendors.


We Rely on a Small Number of Key Vendors and Do Not Have Long-Term Supply or Guaranteed Price Agreements or Assurance of Stock Availability with Our Vendors

A substantial portion of our revenue within in our technology segment is dependentdepends on a small number of key vendors including Cisco Systems, Hewlett-Packard companies, and NetApp.vendors. Products manufactured by Cisco Systems represented approximately 49%36%, 49%40%, and 48%42% of our technology segment net sales for the years ended March 31, 2016, 20152021, 2020, and 2014,2019, respectively. Products manufactured by Hewlett-Packard companiesNetApp, Hewlett Packard, Juniper Networks, Dell/EMC, and Arista Networks, collectively represented approximately 7%, 8% and 10%23% - 24% of our technology segment net sales for the years ended March 31, 2016, 2015 and 2014, respectively. NetApp products represented approximately 5%, 7% and 8% of our technology segment net sales for the years ended March 31, 2016, 2015 and 2014, respectively.
Our industry frequently experiences periods of product shortages from our vendorslast three years. Manufacturing interruptions or delays, including as a result of the financial instability or bankruptcy of manufacturers, changes or the addition of trade laws, duties or tariffs, currency fluctuations, significant labor disputes such as strikes, natural disasters, political or social unrest, pandemics (such as the COVID-19 pandemic) or other public health crises, or other adverse events affecting any of our vendors’ difficultiesfacilities, could disrupt our supply chain. We could experience product constraints due to the unavailability of raw materials or components, delays in projectingshipping, failure of vendors to accurately forecast customer demand for certain products sold by us, additional trade law provisions or regulations, additional duties, tariffsto manufacture or otherwise obtain sufficient quantities of product or component parts to meet customer demand, among other chargesreasons. If we experience significant supply chain disruptions, we may not be able to develop alternate sourcing quickly on imports or exports, natural disasters affectingfavorable terms, if at all, which could result in increased costs, loss of sales and a loss of customers, and adversely impact our suppliers’ facilities,financial condition and significant labor disputes. results of operations.

As we do not stock inventory that is not related to an order we have received from our customer,customers, we are dependentdepend upon the supply of products available from our vendors in order to fulfill orders from our customers on a timely basis.

The loss of or change in business relationship with, any of these or any othera key vendor or changes in its policies could adversely impact our financial results. Violations of a contract that results in either the termination of our ability to sell the product or a decrease in our certification level with the vendor could adversely impact our financial results. In addition, a reduction in the trade credit lines or the favorable terms granted to us by our vendors and financial partners the diminished availability of their products, or backlogscould increase our need for their products leading to manufacturer allocation, could reduce the supply and increase the cost of products we sellworking capital and negatively impacthave a material adverse effect on our competitive position.business, results of operations and financial condition.


We Dependdepend on Third-Party Companiesthird-party companies to Perform Certainperform certain of Our Obligationsour obligations to Our Customers, Whichour customers, which if Not Performed Could Cause Significant Disruptionnot performed adequately could cause significant disruption to Our Businessour business.


We rely on arrangements with third partiesthird-parties to perform certain professional services, staffing services, managed services, warranties, and configuration services, and other services for our customers, which, ifcustomers. If these third-parties do not performed byperform these third partiesservices in accordance with the terms of our agreement and of a professional standard customary for the agreementservices, or if they cause disruption of or security weaknesses in our customers’ businesses, could result in legal claims or costsresults to our organization includingcould include legal claims and associated costs, monetary damages paid to our customers, and an adverse effect on our customer relationships, our brand, and our business,reputation, and our results of operations or cash flows could be affected. In addition, the acquisition of third-party companies by our competitors may impact our revenue.


We rely on arrangements with independent shipping companies for the delivery of ourto deliver products from us and our vendors to our customers. The failure or inability of these shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have an adverse effect on our business. We may also be adversely affected by an increase in freight surcharges.surcharges that may result from economic, supply-chain, geopolitical, or other disruptions.


The lossBreaches of a key vendor or changes in its policiesdata security and the failure to protect our information technology systems from cybersecurity threats could adversely impact our financial results. Violationbusiness.

Our business involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information of our employees, customers, and others. In addition, we rely on our vendors that provide goods and services to us to operate our business to have adequate security measures in place to protect our operations. Also, we operate data centers for our customers that host their technology infrastructure and may store and transmit both business-critical data and confidential information. In connection with our services business, some of our employees also have access to our customers’ confidential data and other information. We have privacy and data security policies in place that are designed to prevent security breaches; however, as newer technologies evolve, and the portfolio of the service providers with whom we share confidential information grows, we could be exposed to increased risk of breaches in security and other illegal or fraudulent acts, including ransomware attacks and other types of cyberattacks. The evolving nature of such threats, considering new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, are making it increasingly challenging to anticipate and adequately mitigate these risks.

As a result of COVID-19, a high percentage of our employees are working from home. As a result of employees’ desire to remain current on the virus and its impacts, there may be increased risks relating to cyber security in the form of malware, hacking or phishing schemes, as criminals and cyberterrorists attempt to steal passwords, cookies, and other sensitive data. In addition, the vulnerability of our employees’ home network may also increase this risk.

We may fail to innovate or create new solutions which align with changing market and customer demand.

As a provider of a contract that resultscomprehensive set of solutions, which involves the offering of bundled solutions consisting of direct IT sales, advanced professional and managed services, our propriety software, and financing, we expect to encounter some of the challenges, risks, difficulties, and uncertainties frequently encountered by companies providing bundled solutions in either the terminationrapidly evolving markets. Some of these challenges include our ability to sellincrease the product or a decreasetotal number of users of our services, adapt to meet changes in our certification levelmarkets and competitive developments, or continue to update our technology to enhance the features and functionality of our suite of products. Our personnel must continually stay current with vendor and marketplace technology advancements, create solutions which may integrate evolving vendor products and services as well as services and solutions we provide, to meet changing marketplace and customer demand. Further, we may provide customized solutions and services that are solely reliant on our own marketing, design, and fulfillment services, and we may lack the vendor could adverselyskills or personnel to execute, or COVID-19 may impact our ability to innovate due to travel restrictions, staff availability, or closed lab or data center locations. Our failure to innovate and provide bespoke value to our customers may erode our competitive position, market share and lead to reduced revenue and financial results.performance.

In the software market, a number of companies market business-to-business electronic commerce solutions similar to ours, and competitors are adapting their product offerings to a SaaS platform. We may not be able to compete successfully against current or future competitors, and competitive pressures faced by us may harm our business, operating results, or financial condition. We also face indirect competition from customers’ potential internal development efforts and have to overcome customers’ potential reluctance to move away from legacy systems and processes.

In all of our markets, some of our competitors have longer operating histories and greater financial, technical, marketing, and other resources than we do. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements. Many current competitors may have, and potential competitors may have, greater name recognition, engage in more extensive promotional marketing and advertising activities, offer more attractive terms to customers, and adopt more aggressive pricing and credit policies than we do. We may not be successful in achieving revenue growth and may incur additional costs associated with our software products, which may have a material adverse effect on our future operating results as a whole.

We may experience a reduction in incentives offered to us and earned by us from our vendors that would affect our earnings.

We receive payments and credits from vendors, including consideration pursuant to volume incentive programs, shared marketing expense programs, and early pay discounts. These programs are usually of finite terms and may not be renewed or may be changed in a way that adversely affects us. Vendor funding is used to offset inventory costs, costs of goods sold, marketing costs and other operating expenses. Certain of these funds are based on our volume of purchases, growth rate of purchases, and marketing programs. If we do not grow our sales over prior periods, or if we do not comply with the terms of these programs, or do not sell certain products that earn the incentive, there could be a material negative effect on the amount of credit grantedincentives offered or paid to us by vendors. COVID-19 may affect our ability to meet these volume requirements and may affect our and our vendors’ ability to engage in marketing programs. We may not continue to receive such incentives or may not be able to collect outstanding amounts relating to these incentives in a timely manner, or at all. Any sizeable reduction in, the discontinuance of, a significant delay in receiving, or the inability to collect such incentives, particularly related to incentive programs with our largest vendors, and financial partners could increase our need for and cost of working capital and have a material adverse effect on our business, results of operations and financial condition. If we are unable to react timely to any fundamental changes in the programs of vendors, including the elimination of funding for some of the activities for which we have been compensated in the past, such changes could have a material adverse effect on our business, results of operations and financial condition.


We may not have adequately designed or maintained our IT systems for internal use or solutions we offer to our customers or have adequate or competent IT personnel to support our business.

We depend heavily upon the accuracy and reliability of our information, telecommunication, cybersecurity, and other systems which are used for customer management, sales, distribution, marketing, purchasing, inventory management, order processing and fulfillment, customer service and general accounting functions. We must continually maintain, secure, and improve our systems. The protections we have in place address a variety of threats to our information technology systems, both internal and external, including human error. Inadequate security practices or design of our IT systems, or IT systems from third-parties which we utilize, or third-party service providers’ failure to provide adequate services could result in the disclosure of sensitive or confidential information or personal information or cause other business interruptions that could damage our reputation and disrupt our business. Inadequate design or interruption of our information systems, Internet availability, telecommunications systems or power failures could have a material adverse effect on our business, our reputation, financial condition, cash flows, or results of operations.

As a high percentage of our workforce is currently working from home as a result of the COVID-19 pandemic, we are highly reliant on the availability and functionality of our information systems to enable our operations. Working from home may increase risk of data loss, including privacy-related events. If our information systems are not operational for reasons which may include cyber security attacks, data center failures, failures by telecom providers to provide services to our business and to our employees’ homes, power failures, or failures of off-premise software such as SaaS based software, our business and financial results may be adversely impacted.

Our managed services business requires us to monitor our customers’ devices on their networks across varying levels of service. If we have not designed our IT systems to provide this service accurately or if there is a security breach in our IT system or the customers’ systems, we may be liable for claims. In addition, we rely on our managed services personnel to perform this service. Illness, including from COVID-19, or improper training, performance or supervision may negatively affect the services we provide our customers resulting in decreased revenue and the potential for litigation.

Products as complex as those used to provide our electronic commerce solutions or cloud automation solutions can contain unknown and undetected errors, performance problems, or use open-source code. We may have serious defects following introduction of new products or enhancements to existing products. Undetected errors or performance problems may be discovered in the future and certain errors we consider to be minor may be serious to our customers.

Our software products, or automation solutions, may be circumvented or sabotaged by third-parties such as hackers, which could result in the disclosure of sensitive information or personal information, unauthorized procurement, or cause other business interruptions that could damage our reputation and disrupt our business. Attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats. In addition, our customers may experience a loss in connectivity to our proprietary software solutions because of a power loss at our data center, interruption in internet availability, or defects in our software. This could result in lost revenues, delays in customer acceptance, security breaches, and unforeseen liabilities that would be detrimental to our reputation and to our business.

We rely on the competency of our internal IT personnel. Our failure to hire, develop, retain, and supervise competent IT personnel to secure our data, or design and maintain resilient technology systems including our data and voice networks, infrastructure, and applications, could significantly interrupt our business causing a negative impact on our results.

We may not be able to hire and/or retain personnel that we need.

To increase market awareness and sales of our offerings, we may need to expand our marketing efforts and sales operations in the future. Our products and services require a sophisticated sales effort and significant technical engineering talent. For example, our sales and engineering candidates must have highly technical hardware and software knowledge to create a customized solution for our customers’ business processes. Competition for qualified sales, marketing and engineering personnel fluctuates depending on market conditions. Prior to COVID-19, the US was in a low unemployment environment which resulted in difficulties in hiring or retaining sufficient personnel to maintain and grow our business. COVID-19 initially resulted in significant unemployment; however, recently unemployment has reduced. While we are currently experiencing an increasingly competitive labor market, we are uncertain as to the employment environment in the future, or how that environment will impact our workforce.

In addition, changes to immigration laws, prior to, because of, and subsequent to COVID-19, may impact our ability to hire or retain talent. Changes in laws relating to non-compete and non-solicitation agreements make it difficult to manage hiring and retention. In some cases, our competitors have required their employees to agree to such agreements as part of their employment, and in some cases, we may not be able to enforce similar restrictions; both scenarios present challenges and costs. Additionally, in some cases our relationship with a customer may be impacted by turnover in our sales or engineering team.

If we fail to identify acquisition candidates, or perform sufficient due diligence prior to completing an acquisition, or fail to integrate a completed acquisition our earnings may be affected.

Mergers and acquisitions are significant factors in our growth strategy. If we fail to identify businesses available for purchase or at an acceptable valuation, our growth strategy may be negatively affected and, as such, our results of operations.

Our ability to successfully integrate the operations we acquire, reduce costs, or leverage these operations to generate revenue and earnings growth, could significantly impact future revenue and earnings. Integrating acquired operations is a significant challenge particularly during the pandemic where most tasks must take place remotely, may divert management’s attention from other business concerns, and there is no assurance that we will be able to manage the integrations successfully. Failure to successfully integrate acquired operations may adversely affect our cost structure thereby reducing our earnings and return on investment. In addition, we may fail to perform adequate due diligence and acquire entities with unknown liabilities, fraud, cultural or business environment issues, or that may not have adequate internal controls as may be required by law.

If we acquire a company that does not fit culturally, strategically, or in some other fashion, the acquisition may not produce the expected results or may negatively affect our reputation, which may negatively affect our business, results of operations, or cash flows. The unpredictability of the economic impact of COVID-19 will also make it difficult to properly value or anticipate the future success of acquisition targets and impact our overall growth strategy.

To the extent the value of goodwill or identifiable assets with indefinite lives becomes impaired; we may be required to incur material charges relating to the impairment of those assets.

We face substantial competition from other companies.

In our technology segment, we compete in all areas of our business against local, regional, national, and international firms, including other direct marketers; national and regional resellers; online marketplace competitors; and regional, national, and international service providers. In addition, we face competition from vendors, which may choose to market their products directly to end-users, rather than through channel partners such as our company, and this could adversely affect our future sales. Many competitors compete based principally on price and may have lower costs or accept lower selling prices than we do and, therefore, our gross margins may not be maintainable. Online marketplace competitors are continually improving their pricing and offerings to customers as well as ease of use of their online marketplaces. Our competitors may offer better or different products and services than we offer. In addition, we do not have guaranteed purchasing volume commitments from our customers and, therefore, our sales volume may be volatile.

In our financing segment, we face competition from many sources including much larger companies with greater financial resources. Our competition may originate from vendors of the products we finance or financial partners who choose to market directly to customers through the vendors’ captive leasing organization or large or regional financial institutions such as banks with substantially lower cost of funds. Our competition may lower lease rates to increase market share.

We may be liable for misuse of our customers’ or employees’ information.

Third-parties, such as hackers, could circumvent or sabotage the security practices and products used in our product and service offerings, and/or the security practices or products used in our internal IT systems, which could result in disclosure of sensitive or personal information, unauthorized procurement, or other business interruptions that could damage our reputation and disrupt our business. Attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats.

As a high percentage of our employees are currently working from home as a result of the COVID-19 pandemic, we are highly reliant on the availability and functionality of our information systems to enable our operations. Working from home may increase risk of data loss, including privacy-related events. If our information systems are not operational for reasons which may include cyber security attacks, data center failures, failures by telecom providers to provide services to our business and to our employees’ homes, power failures, or failures of off-premise software such as SaaS based software, our business and financial results may be adversely impacted.

If third-parties or our employees are able to maliciously penetrate our network security or otherwise misappropriate our customers’ information or employees’ personal information, or other information for which our customers may be responsible and for which we agree to be responsible in connection with service contracts into which we may enter, or if we give third-parties or our employees improper access to certain information, we could be subject to liability. This liability could include claims for unauthorized access to devices on our network; unauthorized access to our customers’ networks, hardware, applications, data, devices, or software; unauthorized purchases with credit card information; and identity theft or other similar fraud-related claims. This liability could also include claims for other misuses of or inappropriate access to personal information. Other liability could include claims alleging misrepresentation of our privacy and data security practices. Any such liability for misappropriation of this information could decrease our profitability. In addition, federal and state agencies have been investigating various companies regarding whether they misused or inadequately secured information. We could incur additional expenses when new laws or regulations regarding the use, safeguarding, or privacy of information are enacted, or if governmental agencies require us to substantially modify our privacy or security practices. We could fail to comply with international and domestic data privacy laws, the violation of which may result in audits, fines, penalties, litigation, or administrative enforcement actions with associated costs.

Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the security practices we use to protect sensitive customer transaction information and employee information. A party that can circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. Further, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user-names, passwords, or other information or otherwise compromise the security of our internal networks and/or our customers’ information. Since techniques used to obtain unauthorized access change frequently and the impact and severity of security breaches are increasing, we may be unable to implement adequate preventative measures or timely identify or stop security breaches while they are occurring.

We may be required to expend significant capital and other resources to protect against security breaches or to remediate the subsequent risks and issues caused by such breaches. Our security measures are designed to protect against security breaches, but our failure to prevent such security breaches could cause us to incur significant expense to investigate and respond to a security breach and remediate any problems caused by any breach, subject us to liability, damage our reputation, and diminish the value of our brand. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. We also cannot be sure that our existing insurance coverage for errors and omissions or security breaches will continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims, or that our insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or changes in our insurance policies, including additional exclusions, premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our business, financial condition, and results of operations.

Loss of Servicesservices by Anyany of Our Executive Officersour executive officers or Senior Managementsenior management and/or Failurefailure to Successfully Implement Our Succession Plan Could Adversely Affect Our Businesssuccessfully implement a succession plan could adversely affect our business.


The loss of the services by our executive officers or senior management andand/or failure to successfully implement a succession plan could disrupt management of our business and impair the execution of our business strategies. We believe that our success depends in part upon our ability to retain the services of our executive officers and senior management and successfully implement a succession plan. Our executive officers have been instrumentalare at the forefront in determining our strategic direction and focus. The loss of our executive officers’ and senior management’s services without replacement by qualified successors could adversely affect our ability to effectively manage effectively our overall operations and successfully execute current or future business strategies and could cause other instability within our workforce.


We May Not Be Able to Hire and/A natural disaster or Retain Personnel That We Need to Succeed

To increase market awareness and salesother adverse event at one of our offerings, we may need to expandprimary configuration centers or a third-party provider location could negatively impact our sales operations and marketing effortsbusiness.

We have configuration centers in the future. US and third-party providers in the UK and Netherlands. The configuration centers contain inventory owned by us and our customers, which serve as distribution centers for orders, as we do not drop ship directly to the customer. We perform services in those warehouses such as product configuration services, and warehouse and logistics services. If the configuration centers were to be seriously damaged or disrupted by a natural disaster or other adverse event, including disruption related to political or social unrest, we could utilize another distribution center or third-party distributors to ship products to our customers. However, this may not be sufficient to avoid interruptions in our service and may not enable us to meet all of the needs of our customers and would cause us to incur incremental operating costs. In addition, we operate in facilities which may contain both business-critical data and confidential information of our customers and third parties, such as data center colocation and hosted solution partners. A natural disaster or other adverse event at locations such as these or third-party provider locations could negatively impact our business, results of operations or cash flows.

Our productsearnings may fluctuate, which could adversely affect the price of our common stock.

Our earnings are susceptible to fluctuations for several reasons, including, but not limited to, variability in the timing of large transactions in our technology and services require a sophisticated sales effortfinancing segments, and significant technical engineering talent. For example,the risk factors discussed herein. In addition, our cost structure is based, in part, on expected sales and engineering candidates must have highly technical hardware and software knowledge in order to create a customized solution for our customers’ business processes. Competition for qualifiedgross profit. Therefore, if we experience any unexpected sales marketing and engineering personnel fluctuates depending on market conditions andor gross profit shortfall, we may not be able to hire or retain sufficient numbers of such personnel to maintain and grow our business. Increasingly, our competitors are requiring their employees to agree to non-compete and non-solicitation agreements as part of their employment. This could result in making it more difficult for us to hire and increase our costs by reviewing and managing non-compete restrictions. Additionally, in some cases our relationship with a customer may be impacted by turnover in our sales or engineering team.
We Rely on Inventory and Accounts Receivable Financing Arrangements for Working Capital and Our Accounts Payable Processing

The loss of the technology segment’s credit facility could have a material adverse effect on our future results as we rely on this facility and its components for daily working capital and the operational function of our accounts payable process. Our credit agreement contains various covenants that must be met each quarter. There can be no assurance that we will continue to meet those covenants and failure to do so may limit availability of, or cause us to lose, such financing. There can be no assurance that such financing will continue to be available to us in the future on acceptable terms.

If We Fail to Integrate Acquisitions, Our Profitability May Be Adversely Affected

Our ability to successfully integrate the operations we acquire, reduce costs, or leverage these operations to generate revenue and earnings growth, could significantly impact future revenue and earnings. Integrating acquired operations is a significant challenge and there is no assurance that we will be able to manage the integrations successfully. Failure to successfully integrate acquired operations may adversely affectadjust our cost structure thereby reducing our gross margins and returnrapidly which could have an adverse effect on investment. In addition, we may acquire entities with unknown liabilities, fraud, cultural or business environment issues or that may not have adequate internal controls as may be required by law.

We May Not Adequately Protect Ourselves Through Our Contract Vehicles or Our Insurance Policies May Not be Adequate to Address Potential Losses or Claims

Our contracts may not protect us against the risks inherent in our business including, but not limited to, warranties, limitations of liability, indemnification obligations, human resources and subcontractor-related claims, patent and product liability, data security and financing activities. Also, we face pressure from our customers for competitive pricing contract terms. Despite the non-recourse nature of the loans financing certain of our activities, non-recourse lenders may file suit when the underlying transaction turns out poorly for the lenders. We are subject to such suits and the cost of defending such suits due to the nature of our business.

Failure to Comply With Our Public Sector Contracts or Applicable Laws and Regulations Could Result in, Among Other Things, Termination, Fines or Other Liabilities, and Changes in Procurement Regulations Could Adversely Impact Our Business

Revenues in our public sector are derived from sales to state and local government and educational institution (SLED) customers, through various contracts and open market sales of products and services. Sales to SLED customers are highly regulated. Noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations could result in civil, criminal and administrative liability, including substantial monetary fines or damages, termination of SLED sector customer contracts, and suspension, debarment or ineligibility from doing business with the government and other customers in the SLED sector. In addition, contracts in the SLED sector are generally terminable at any time for convenience of the contracting agency or upon default. The effect of any of these possible actions could adversely affect our business, results of operations or cash flows. In addition, the adoption of newevent our sales or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins, whichnet earnings are less than the level expected by the market in general, such shortfall could have a negative effectan immediate and significant adverse impact on our business, results of operations or cash flows.

We Face Substantial Competition From Larger Companies That May be Difficult to Overcome

In our technology segment, we compete in all areasthe market price of our business against local, regional, national and international firms, including other direct marketers; national and regional resellers; and regional, national and international service providers. In addition, we face competition from vendors, which may choose to market their products directly to end-users, rather than through channel partners such as our company, and this could adversely affect our future sales. Many competitors compete principally on the basis of price and may have lower costs or accept lower selling prices than we do and, therefore, current gross margins may not be maintainable. In addition, we do not have guaranteed purchasing volume commitments from our customers and, therefore, our sales volume may be volatile.common stock.

In our financing segment, we face competition from many sources including much larger companies with greater financial resources. Our competition may originate from vendors of the products we finance or financial partners who choose to market directly to customers through the vendors’ captive leasing organization or large financial institutions such as banks with substantially lower cost of funds. Our competition may lower lease rates in order to increase market share.

Our Resultsresults of Operationsoperations are Subjectsubject to Fluctuationsfluctuations in Foreign Currencyforeign currency.


In December 2015, we purchased 100% of the stock of IGXGlobal UK Ltd.We have several foreign subsidiaries and conduct business in January 2016 we created IGX Capital UK, Ltd., both of which are formedvarious countries and operate in the United Kingdom.currencies. As result of this U.K. presence,these foreign operations, we have additional exposure to fluctuations in foreign currency rates resultsresulting primarily from the translation exposure associated with the preparation of our consolidated financial statements. We also have a Canadian subsidiary, ePlus Canada Company. While our consolidated financial statements are reported in U.S.US dollars, the financial statements of our subsidiaries outside the U.S.US are prepared using the local currency as the functional currency and translated into U.S.US dollars. As a result, fluctuations in the exchange rate of the U.S.US dollar relative to the localfunctional currencies of our international subsidiaries in Canada and the United Kingdom could cause fluctuations in our results of operations. Our operations in foreign countries are insignificant. We also have foreign currency exposure to the extent net sales and purchases are not denominated in a subsidiary’s functional currency, which could have an adverse effect on our business, results of operations, or cash flows.


We May be LiableCOVID-19 has had an effect on the global economy and as such may have or continue to have an effect on currency valuations which may cause currency losses for Misappropriation of Our Customers’ or Employees’ Informationus.


The security practices and products used in our product and service offerings or our security practices or products used in our internal information technology systems may be circumvented or sabotaged by third parties, such as hackers, which could result in the disclosure of sensitive information or private personal information, unauthorized procurement, or cause other business interruptions that could damage our reputation and disrupt our business. Attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats.

If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers’ information or employees’ personal information such as credit card information, or such information for which our customers may be responsible and for which we agree to be responsible in connection with service contracts we may enter, or if we give third parties or our employees improper access to certain information, we could be subject to liability. This liability could include claims for unauthorized purchases with credit card information, identity theft or other similar fraud-related claims. This liability could also include claims for other misuses of personal information, including for unauthorized marketing purposes. Other liability could include claims alleging misrepresentation of our privacy and data security practices. Any such liability for misappropriation of this information could decrease our profitability. In addition, federal and state agencies have been investigating various companies regarding whether they misused or inadequately secured information. We could incur additional expenses if new laws or regulations regarding the use of sensitive information are introduced or if governmental agencies require us to substantially modify our privacy or security practices.

Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of our security practices we use to protect sensitive customer transaction data and employee data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. Our security measures are designed to protect against security breaches, but our failure to prevent such security breaches could cause us to incur significant expense to investigate and respond to a security breach and correct any problems caused by any breach, subject us to liability, damage our reputation and diminish the value of our brand-name.

We May Not Have Designed Our Information Technology Systems to Support Our Business without Failure

We are dependent upon the reliability of our information, telecommunication and other systems, which are usedtake impairment charges for sales, distribution, marketing, purchasing, inventory management, order processing, customer service and general accounting functions. We must continually improve our systems to maintain efficiency. Poor security practices or design of our information technology systems, or third party service providers’ failure to provide adequate services could result in the disclosure of sensitive information or private personal information or cause other business interruptions that could damage our reputation and disrupt our business. Interruption or poor design of our information systems, Internet, telecommunications systems or power failures could have a material adverse effect on our business, financial condition, cash flows or results of operations.
Failure to Comply with New or Changes in Laws and Other Legislation May Adversely Impact Our Business

Our operations are subject to numerous U.S. and foreign laws and regulations in a number of areas including, but not limited to, areas of labor and employment, immigration, advertising, e-commerce, tax, import and export requirements, anti-corruption, data privacy requirements, anti-competition, and environmental, health, and safety. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance. We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no guarantee against employees, contractors, or agents violating such laws and regulations or our policies and procedures.

If We Publish Inaccurate Catalog Content Data, Our Business Could Suffer

Any defects or errors in our electronic catalog content data could harm our customers or deter businesses from participating in our offering, damage our business reputation, harm our ability to attract new customers, and potentially expose us to legal liability. In addition, from time to time vendors who provide us electronic catalog data could submit to us inaccurate pricinggoodwill or other catalog data. Even though such inaccuracies are not caused by our work and are not within our control, such inaccuracies could deter current and potential customers from using our products or result in inaccurate pricingintangible assets related to our customers.acquisitions.

We May Not Be Able to Realize Our Entire Investment in the Equipment We Lease

The realization of equipment values (residual values) during the life and predominantly at the end of the term of a lease is an important element in our financing segment. At the inception of each lease, we record a residual value for the leased equipment based on our estimate of the value of the equipment at the expected disposition date.

A decrease in the market value of leased equipment at a rate greater than the rate we projected, whether due to rapid technological or economic obsolescence, unusual wear and tear on the equipment, excessive use of the equipment, or other factors, would adversely affect the recoverability of the estimated residual values of such equipment. Further, certain equipment residual values are dependent on the vendor’s warranties, reputation and other factors, including market liquidity. In addition, we may not realize the full market value of equipment if we are required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, there can be no assurance that we will realize our estimated residual values for equipment.

The degree of residual realization risk varies by transaction type. Direct financing leases bear less risk because contractual payments typically cover 90% or more of the equipment’s lease cost at inception. Operating leases have a higher degree of risk because a smaller percentage of the equipment’s value is covered by contractual cash flows at lease inception.

We May Be Required to Take Impairment Charges for Goodwill or Other Intangible Assets Related to Acquisitions


We have acquired certain portions of our business and certain assets through acquisitions. Further, as part of our long-term business strategy, we may continue to pursue acquisitions of other companies or assets. In connection with prior acquisitions, we have accounted for the portion of the purchase price paid in excess of the book value of the assets acquired as goodwill or intangible assets, and we may be required to account for similar premiums paid on future acquisitions in the same manner.


Under the applicable accounting principles, goodwill is not amortized and is carried on our books at its original value, subject to annual review and evaluation for impairment, whereas intangible assets are amortized over the life of the asset. Changes in the business itself, the economic environment (including business valuation levels and trends), or the legislative or regulatory environment may trigger a review and evaluation of our goodwill and intangible assets for potential impairment outside of the normal review periods. These changes may adversely affect either the fair value of the business or the fair value of our individual reporting units and we may be required to take an impairment charge.


If market and economic conditions deteriorate as a result of COVID-19 or otherwise, this could increase the likelihood that we will need to record impairment charges to the extent the carrying value of our goodwill exceeds the fair value of our overall business. Such impairment charges could materially adversely affect our net earnings during the period in which the charge is taken. As of March 31, 2016,2021, we had goodwill and other intangible assets of $54.2 million.$126.6 million and $38.6 million, respectively.

We may not be able to realize our entire investment in the equipment we lease.

The realization of the residual value of the equipment we lease, predominantly at the end of the term of a lease, as well as during the life of the lease, is an important element in our financing segment. At the inception of certain leases, we record a residual value for the leased equipment based on our estimate of the value of the equipment at the expected disposition date.

A decrease in the market value of leased equipment at a rate greater than the rate we projected, whether due to rapid technological or economic obsolescence, excessive or unusual wear and tear on the equipment, or other factors, would adversely affect the recoverability of the estimated residual values of such equipment. Further, certain equipment residual values are dependent on the vendor’s warranties, reputation, rules regarding relicensing of software to operate the equipment, and other factors, including market liquidity. In addition, we may not realize the full market value of equipment if we are required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, there can be no assurance that we will realize our estimated residual values for equipment.

The degree of residual realization risk varies by transaction type. Sales-type leases bear less risk because contractual payments typically cover 90% or more of the equipment’s lease cost at inception. Operating leases have a higher degree of risk because a smaller percentage of the equipment’s value is covered by contractual cash flows at lease inception.

Risks Related to the Economy and our Industry

General economic weakness may harm our operating results and financial condition.

Our results of operations are largely dependent upon the state of the economy. Global economic weakness and uncertainty may result in decreased sales, gross margin, earnings and/or growth rates from our US based customers and from customers outside the US.

For example, there continues to be substantial uncertainty regarding the economic impact of the Referendum on the UK’s Membership of the European Union (“EU”) (referred to as “Brexit”). An agreement was reached between the UK and the EU in relation to their future relationship in certain areas, which included a new trade and cooperation agreement relating principally to the free trade in goods (the "EU-UK Trade and Cooperation Agreement"). While the EU-UK Trade and Cooperation Agreement provides clarity in respect of the free trade in goods between the UK and the EU, there remain uncertainties related to the stability and effects of the new relationship. Potential adverse consequences of Brexit and the uncertainties around EU-UK Trade and Cooperation Agreement include global market uncertainty, volatility in currency exchange rates, additional costs and operational burdens associated with increased operational restrictions on imports and exports between the UK and other countries and potentially increased regulatory complexities, each of which could have a negative impact on our business, financial condition, or results of operations. We Face have established two subsidiaries in the Netherlands to help address future developments, as needed, for Brexit, which could add complexity to our international operations as well as result in higher costs associated with serving our customers.

Changes in the IT industry, customers’ usage, or procurement of IT, and/or rapid changes in product standards may result in reduced demand for the IT hardware and software solutions and services we sell.

Our results of operations are influenced by a variety of factors, including the condition of the IT industry, shifts in demand for, or availability of, IT hardware, software, peripherals and services, and industry introductions of new products, upgrades, methods of distribution, and the nature of how IT is consumed and procured. The IT industry is characterized by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods or channels, each of which can decrease demand for current products or render them obsolete. In addition, the proliferation of cloud technology, IaaS, SaaS, PaaS, software defined networking, or other emerging technologies may reduce the demand for products and services we sell to our customers. Cloud offerings may influence our customers to move workloads to cloud providers, which may reduce the procurement of products and services from us. Changes in the IT industry may also affect the demand for our advanced professional and managed services. These ‘as a service’ offerings in many cases are recorded on a net basis which results in a reduction of net sales and an increase in gross margin. Over the past several years, we have seen a significant increase in adjusted gross billings recorded on a net basis due to the industry shift to ‘as a service’ offerings. We have invested a significant amount of capital in our strategy to provide certain products and services, and this strategy may adversely impact our financial position due to competition or changes in the industry or improper focus or selection of the products and services we decide to offer. If we fail to react in a timely manner to such changes, our results of operations may be adversely affected. Our sales can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on our results of operations.

Rising interest rates or the loss of key lenders or the constricting of credit markets may affect our future profitability and our ability to monetize our financing receivables and investments in operating leases.

We finance transactions with our customers utilizing fix-rate borrowing. If we fund such transactions at inception with a third-party lender, we are able to lock an interest rate spread on the transaction between the customer rate and third-party rate. However, we may delay funding the transaction, and if interest rates increase in the interim, the interest rate spread will decrease, which will adversely impact our profitability, or we may not choose to fund the transaction due to higher interest rates, thus inhibiting our ability to monetize our portfolio to generate cash.

We rely on lenders to fund financing transactions we originate with our customers. Loss of any lender or group of lenders may significantly impact our ability to originate financing transactions, which may negatively impact our financial condition. In addition, our lenders may no longer be willing to provide funding under our current terms and conditions and may demand new terms and conditions that negatively impact our ability to consummate a financing transaction with our customers. We are also subject to changes, if any, in our lenders’ willingness to provide financing for different, particularly lower, credit quality lessees.

COVID-19 has resulted in a tightened credit market, which may impede our ability to fund on a recourse or non-recourse basis certain of our lesser credit quality customers or other general customers. This may result in less earnings, use of our own cash, or lesser credit quality in our financing portfolio.

We depend on continued innovations in hardware, software, and services offerings by our vendors, as well as the competitiveness of their offerings and our ability to partner with new and emerging technology providers.

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, software, and services offerings, such as cloud-based solutions, including IaaS, SaaS, and PaaS. We depend on innovations in hardware, software, and services offerings by our vendors, as well as the acceptance of those innovations by our customers for the offerings we sell. A decrease in the rate of innovation by our vendors, or the lack of acceptance of innovations by our customers, or a shift by customers to technology platforms that we do not sell could have an adverse effect on our business, results of operations or cash flows.

In addition, if we are unable to keep up with changes in technology and new hardware, software, and services offerings––for example by not providing the appropriate training to our account managers, sales technology specialists and engineers to enable them to effectively sell and deliver such new offerings to customers––our business, results of operations or cash flows could be adversely affected.

We also depend upon our vendors for the development and marketing of hardware, software, and services to compete effectively with hardware, software, and services of vendors whose products and services we do not currently offer or are not authorized to offer in one or more customer channels. In addition, our success depends on our ability to develop relationships with and sell hardware, software, and services from emerging vendors, as well as vendors that we have not historically represented in the marketplace. To the extent that a vendor's offering that is highly in demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, or we are unable to develop relationships with new technology providers or companies that we have not historically represented, or we partner with a vendor that is not in demand or the demand for whose products significantly decreases, our business, results of operations, or cash flows could be adversely impacted.

Risks Related to Laws and Regulations

Failure to comply with new laws or changes to existing laws may adversely impact our business.

Our operations are subject to numerous US and foreign laws and regulations in a number of Claims From Third Partiesareas including, but not limited to, areas of labor and employment, immigration, advertising, e-commerce, tax, import and export requirements, anti-corruption, data privacy requirements, anti-competition, and environmental, health, and safety. Compliance with these laws, regulations, and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance. We have implemented policies and procedures designed to help comply with applicable laws and regulations, but there can be no certainty that our employees, contractors, or agents will fully comply with laws and regulations or our policies and procedures.

In addition, many countries and state and local governments have issued Stay at Home orders to combat COVID-19. These orders may mandate or recommend office closures, telework, or health or safety actions, such as social distancing in the workplace, masks, or health screening. The orders frequently change, and each order is different and must be interpreted and applied to the jurisdiction. Additional risk may arise from these orders as they are lifted or changed which may include infections in our employee base, office closures, closures at customers sites, and additional Stay at Home orders or mandated or recommended safety actions. Additionally, many employment related regulations, such as leave and accommodation matters, have been issued by federal, state, and local governments. These regulations continue to undergo revisions. We may fail to interpret or follow the regulations or orders properly which may result in sanction, penalties, fines, or litigation.

Failure to comply with our public-sector contracts or applicable laws and regulations could result in, among other things, termination, fines or other liabilities, and changes in procurement regulations could adversely impact our business.

Revenues in our public sector are derived from sales to SLED customers, through various contracts and open market sales of products and services. Sales to SLED customers are highly regulated and SLED customer purchases are subject to availability of funds from taxation, grants, or other sources. Noncompliance with contract provisions, government procurement regulations, or other applicable laws or regulations could result in civil, criminal, and administrative liability, including substantial monetary fines or damages, termination of SLED sector customer contracts, and suspension, debarment, or ineligibility from doing business with the government and other customers in the SLED sector. Contracts in the SLED sector are generally terminable at any time for Intellectual Property Infringement That Could Harm convenience of the contracting agency or upon default and are subject to audits. In addition, most contracts require successfully bidding and award of the contract. These bid processes can be complex and require extensive review of terms and conditions and data compilation. Multiple bidders may win a product category, which creates aggressive competition even after contract award. The effect of any of these possible actions could adversely affect our business, results of operations or cash flows. In addition, the adoption of new or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins, which could have a negative effect on our business, results of operations, or cash flows.

We may not adequately protect ourselves through our contract vehicles, or our insurance policies may not be adequate to address potential losses or claims.

Our Businesscontracts may not protect us against the risks inherent in our business including, but not limited to, warranties, limitations of liability, indemnification obligations, human resources and subcontractor-related claims, patent and product liability, regulatory and compliance obligations, data security and privacy, and financing activities. Also, we face pressure from our customers for competitive pricing and contract terms. In addition, order cancellations by our customers may result from COVID-19 or the economic consequences thereof. If orders are cancelled and the equipment has shipped to us, we may have an increased risk of dispute resulting in non-payment. Such disputes may be complicated by novel legal arguments relating to contract enforceability, such as the application of force majeure, impossibility or impracticability of performance, and frustration of purpose. Despite the non-recourse nature of the loans financing certain of our activities, non-recourse lenders may file suit if the underlying transaction turns out poorly for the lenders. We are subject to such claims and the cost of defending such claims due to the nature of our business.


We also are subject to audits by various vendor partners and customers, including government agencies, relating to purchases and sales under various contracts. In addition, we are subject to indemnification claims under various contracts.

The uncertainty regarding the phase-out of LIBOR may negatively impact our operating results.

LIBOR, the interest rate benchmark used as a reference rate on our credit facility variable rate debt is expected to cease publication as of June 30, 2023. The US Federal Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, announced the replacement of the US dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”). SOFR is a new index calculated by short-term repurchase agreements, backed by US Treasury securities. Whether or not SOFR attains market traction as a LIBOR replacement for US dollar denominated instruments, and whether other benchmarks will attain traction in other markets, remains in question and the future of LIBOR at this time is uncertain. We will also need to consider new contracts and whether the contracts should reference an alternative benchmark rate or include suggested fallback language, as published by the Alternative Reference Rates Committee. The consequences of these developments with respect to LIBOR cannot be entirely predicted and span multiple future periods but could result in an increase in the cost of our variable rate debt which may be detrimental to our financial position or operating results.

We face risks of claims from third-parties for intellectual property infringement, including counterfeit products, that could harm our business.

We may be subject to claims onthat our products and services, or products that we resell, infringe on the intellectual property rights of third parties.parties and/or are counterfeit products. The vendor of certain products or services we resell may not provide us with indemnification for infringement;infringement or indemnification; however, our customers may seek indemnification from us. We could incur substantial costs in defending infringement claims against ourselves and our customers against infringement claims.customers. In the event of a claim of infringement,such claims, we and our customers may be required to obtain one or more licenses from third parties. We may not be able to obtain such licenses from third parties at a reasonable cost or at all. Defense of any lawsuit or failure to obtain any such required license could significantly increase our expenses and/or adversely affect our ability to offer one or more of our services.

The Soundness of Financial Institutions With Which We Have Relationships Could Adversely Affect Us


We have relationships with many financial institutions, including the lender under our credit facility, and, from time to time, we execute transactions with counterparties in the financial services industry. Some of our balances that we maintain with various financial institutions may exceed the $250,000 maximum insured deposit amount by the FDIC. As a result, defaults by, or even rumors or questions about, financial institutions or the financial services industry generally, could result in losses or defaults by these institutions. In the event that volatility of the financial markets adversely affects these financial institutions or counterparties, we or other parties to the transactions with us may be unable to access credit facilities or complete transactions as intended, which could adverselyprotect our intellectual property and costs to protect our intellectual property may affect our business and results of operations.earnings.


Changes in Accounting Rules May Adversely Affect Our Future Financial Results

We prepare our financial statements in conformity with accounting principles generally accepted in the United States. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, the Securities and Exchange Commission, the American Institute of Certified Public Accountants and various other bodies formed to interpret and create appropriate accounting policies. The voluminous number of products and services, and the manner in which they are bundled, are technologically complex and the characterization of these product and services require judgment in order to apply revenue recognition policies. Mischaracterization of these products and services could result in misapplication of revenue recognition polices. Future periodic assessments required by current or new accounting standards may result in noncash charges and/or changes in presentation or disclosure. In addition, any change in accounting standards may influence our customers’ decision to purchase from us or finance transactions with us, which could have a significant adverse effect on our financial position or results of operations.

Our Software Products and Services Subject Us to Challenges and Risks in a Rapidly Evolving Market

As a provider of a comprehensive set of solutions, which involves the bundling of direct IT sales, advanced professional and managed services and financing with our proprietary software, we expect to encounter some of the challenges, risks, difficulties and uncertainties frequently encountered by companies providing bundled solutions in rapidly evolving markets. Some of these challenges include our ability to: increase the total number of users of our services, adapt to meet changes in our markets and competitive developments or continue to update our technology to enhance the features and functionality of our suite of products. Our business strategy may not be successful or successfully address these and other challenges, risks and uncertainties.

In the software market a number of companies market business-to-business electronic commerce solutions similar to ours, and competitors are adapting their product offerings to a SaaS platform. We may not be able to compete successfully against current or future competitors, and competitive pressures faced by us may harm our business, operating results or financial condition. We also face indirect competition from potential customers’ internal development efforts and have to overcome potential customers’ reluctance to move away from legacy systems and processes.

In all of our markets, some of our competitors have longer operating histories and greater financial, technical, marketing, and other resources than we do. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements. Many current competitors may have, and potential competitors may have, greater name recognition and engage in more extensive promotional marketing and advertising activities, offer more attractive terms to customers, and adopt more aggressive pricing policies than we do. We may not be successful in achieving revenue growth and may incur additional costs associated with our software products, which may have a material adverse effect on our future operating results as a whole.
If Our Proprietary Software Products Contain Defects, Our Business Could Suffer

Products as complex as those used to provide our electronic commerce solutions often contain unknown and undetected errors or performance problems. We may have serious defects immediately following introduction of new products or enhancements to existing products. Undetected errors or performance problems may not be discovered in the future and errors considered by us to be minor may be considered serious by our customers. Our software products may be circumvented or sabotaged by third parties such as hackers which could result in the disclosure of sensitive information or private personal information, unauthorized procurement, or cause other business interruptions that could damage our reputation and disrupt our business. Attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats. In addition, our customers may experience a loss in connectivity by our software solutions as a result of a power loss at our data center, Internet interruption or defects in our software. This could result in lost revenues, delays in customer acceptance or unforeseen liabilities that would be detrimental to our reputation and to our business.

We May Be Unable to Protect Our Intellectual Property and Costs to Protect Our Intellectual Property May Affect Our Earnings

The success of our business strategy depends, in part, upon proprietary technology and other intellectual property rights. To date, we have relied primarily on a combination of copyright, trademark, patent and trade secret laws, and contractual provisions with our customers, subcontractors, and employees to protect our proprietary technology. Issues regarding a patent’s validity can arise even subsequent to a patent’s issuance and can result in cancellation of the patent. It may be possible for unauthorized third parties to copy certain portions of our products or reverse engineer or obtain and use information that we regard as proprietary. Some of our agreements with our customers and technology licensors contain residual clauses regarding confidentiality and the rights of third parties to obtain the source code for our products. These provisions may limit our ability to protect our intellectual property rights in the future that could seriously harm our business and operating results. Our means of protecting our intellectual property rights may not be adequate.


The legal and associated costs to protect our intellectual property may significantly increase our expenses and have a material adverse effect on our operating results. We may deem it necessary to protect our intellectual property rights and significant expenses could be incurred with no certainty of the results of these potential actions. Costs relative to lawsuits are usually expensed in the periods incurred and there is no certainty in recouping any of the amounts expended regardless of the outcome of any action.


If Securities Analysts Do Not Publish Research or Reports About Our Company, or If They Issue Unfavorable Commentary About Us or Our Industry or Downgrade Our Common Stock, the Price
23

Risks Related to Ownership of Our Common Stock Could Decline


If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock depends in part on the research and reports that third-party securities analysts publish about us and our industry. One or more analysts could downgrade our common stock, or issue other negative commentary about us or our industry. If one or more of the analysts that coverspublish research about us cease coverage, we could lose visibility in the market or such discontinuance may be viewed negatively by the market. As a result of one or more of these factors, the trading price of our common stock could decline.


Our Earnings May Fluctuate, Which Could Adversely Affect the PriceFuture offerings of Our Common Stock

Our earnings are susceptibledebt or equity securities, which would rank senior to fluctuations for a number of reasons, including, but not limited to, the risk factors discussed herein. In the event our revenues or net earnings are less than the level expected by the market in general, such shortfall could have an immediate and significant adverse impact oncommon stock, may adversely affect the market price of our common stock.

Future Offerings of Debt or Equity Securities, Which Would Rank Senior to Our Common Stock, May Adversely Affect the Market Price of Our Common Stock


If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings, if any. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in our common stock.

20

ITEM 1B.UNRESOLVED STAFF COMMENTS


None.


ITEM 2.PROPERTIES


As of March 31, 2016,2021, we operated from 32 office locations, and a number of home offices or customer sites. Our total leased square footage as of March 31, 2016, was approximately 251316 thousand square feet for which we incurred rent expense of approximately $359 thousand per month.space of office and warehouse space across 37 different properties in the US, UK, and India . Some of our subsidiaries operate in shared office space to improvesupport sales, marketing activities and produce cost efficiency. Eleven of our office locations include dedicated or shared space configuration centers; which include certain locations in California, New Hampshire, New York, North Carolina, Pennsylvania, Texas, and Virginia. Some sales and technical service personnel operatework from either home offices or space that is provided for by another entity or are located on aat customer site.

sites. Our largest office location is our headquarters in Herndon, Virginia. The leasinglease contract extends toon this space terminates on December 31, 2017,2022. We believe that our office and contains a renewal option to extendwarehouse spaces are suitable and adequate for our present needs. We anticipate no difficulty in retaining occupancy through lease renewals, month-to-month occupancy or replacing the lease through December 31, 2019. For more information see Exhibit 10.1, of our Form 8-K filed March 6, 2014.leased properties with equivalent properties.


ITEM 3.LEGAL PROCEEDINGS


On May 23, 2011, the United States District Court for the Eastern DistrictFor a description of Virginia entered judgment in our favor, against Lawson Software, Inc. (“Lawson”), for $18.2 million, in a lawsuit we filed against Lawson alleging patent infringement. Subsequently, the United States Patent and Trademark Office canceled the patent, and the Federal Circuit Court of Appeals vacated the judgment. On February 29, 2016, the United States Supreme Court denied our petition for certiorari, in which we asked the court to hear our appeal. As a result, the lawsuit has concluded.

We are not currently a party to anymaterial pending legal proceedings, with loss contingencies that are expectedplease refer to be material. From timeNote 10, “ Commitments and Contingencies” of the Notes to time, we have been a plaintiff, or may be named as a defendant,Consolidated Financial Statements included in legal actions arising from our normal business activities, nonePart II, Item 8 of which has had a material effectthis Annual Report on our business, results of operations or financial condition. Legal proceedings which may arise in the ordinary course of business including preference payment claims asserted in customer bankruptcy proceedings, tax audits, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions, employment related claims, claims by competitors, vendors or customers, claims related to alleged violations of laws and regulations, and claims relating to alleged security or privacy breaches. We attempt to ameliorate the effect of potential litigation through insurance coverage and contractual protections such as rights to indemnifications and limitations of liability. We do not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on our financial condition or results of operations, however, litigation is inherently unpredictable. Therefore, judgments could be rendered or settlements entered that could adversely affect our results of operations or cash flows in a particular period. We provide for costs related to contingencies when a loss is probable and the amount is reasonably determinable.

Form 10-K.

ITEM 4.MINE SAFETY DISCLOSURES


Not Applicable

21
24

PART II


ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


MARKET INFORMATION


At March 31, 2016,2021, our common stock traded on Thethe NASDAQ Global Select Market under the symbol “PLUS.” The following table sets forth the range of high and low sales prices for our common stock during each quarter of the two fiscal years ended March 31, 2016 and 2015.

Quarter Ended High  Low 
       
Fiscal Year 2016      
March 31, 2016 $96.20  $61.78 
December 31, 2015 $109.33  $77.71 
September 30, 2015 $81.80  $71.40 
June 30, 2015 $89.28  $74.17 
         
Fiscal Year 2015        
March 31, 2015 $91.38  $64.58 
December 31, 2014 $75.94  $54.05 
September 30, 2014 $60.80  $50.17 
June 30, 2014 $61.76  $49.23 


On May 23, 2016, the closing price of our common stock was $82.76 per share. On May 23, 2016,20, 2021, there were 157approximately 150 stockholders of record of our common stock. We believestock, although there are approximately 4,800 is a much larger number of beneficial holders of our common stock.owners.


DIVIDEND POLICIES AND RESTRICTIONS


We did not pay any cash dividends on our common stock during the fiscal years ended March 31, 2021, and 2020. Holders of our common stock are entitled to dividends if and when declared by our Board of Directors (“Board”), out of funds legally available. Generally, we have retained our earnings for use in the business. We currently intend to retain future earnings to fund ongoing operations and finance the growth and development of our business. Any future determination concerning the payment of dividends will depend upon our financial condition, results of operations, capital requirements and any other factors deemed relevant by our Board.


PURCHASES OF OUR COMMON STOCK


The following table provides information regarding our total purchases of 96,741 shares of ePlus inc. common stock during the fiscal year ended March 31, 2016.2021, including a total of 59,101 shares purchased as part of the publicly announced share repurchase plans or programs.

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 (or
approximate dollar
value) of shares that
 may yet be purchased
 under the plans or
 programs
 
April 1, 2015 through April 30, 2015  -      -   351,960   (2)
May 1, 2015 through May 31, 2015  -      -   351,960   (3)
June 1, 2015 through June 15, 2015  18,284  $82.63   -   351,960   (4)
June 16, 2015 through August 16, 2015  12,163  $79.32   -   -   (5)
August 17, 2015 through August 31, 2015  -   -   -   500,000   (6)
September 1, 2015 through September 30, 2015  -   -   -   500,000   (7)
October 1, 2015 through October 31, 2015  -   -   -   500,000   (8)
November 1, 2015 through November 30, 2015  -   -   -   500,000   (9)
December 1, 2015 through December 31, 2015  -   -   -   500,000   (10)
January 1, 2016 through January 31, 2016  -   -   -   500,000   (11)
February 1, 2016 through February 28, 2016  51,165  $74.27   51,165   448,835   (12)
March 1, 2016 through March 31, 2016  65,137  $77.73   65,137   383,698   (13)
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 (or
approximate dollar
value) of shares that
may yet be purchased
under the plans or
programs
 
April 1, 2020 through April 30, 2020  -  $-   -   339,324   (2)
May 1, 2020 through May 27, 2020  996  $66.75   -   339,324   (3)
May 28, 2020 through May 31, 2020  -  $-   -   500,000   (4)
June 1, 2020 through June 30, 2020  36,644  $71.94   -   500,000   (5)
July 1, 2020 through July 31, 2020  -  $-   -   500,000   (6)
August 1, 2020 through August 31, 2020  -  $-   -   500,000   (7)
September 1, 2020 through September 30, 2020  24,318  $73.37   24,318   475,682   (8)
October 1, 2020 through October 31, 2020  25,455  $70.67   25,455   450,227   (9)
November 1, 2020 through November 30, 2020  9,328  $70.99   9,328   440,899   (10)
December 1, 2020 through December 31, 2020  -  $-   -   440,899   (11)
January 1, 2021 through January 31, 2021  -  $-   -   440,899   (12)
February 1, 2021 through February 29, 2021  -  $-   -   440,899   (13)
March 1, 2021 through March 31, 2021  -  $-   -   440,899   (14)

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(1)AllAny shares acquired were in open-market purchases, except for 30,44737,640 shares, out of which 996 were repurchased in May 2020 and 36,644 in June 2020 to satisfy tax withholding obligations that arose due to the vesting of shares of restricted stock.
(2)The share purchase authorization in place for the month ended April 30, 20152020, had purchase limitations on the number of shares of up to 500,000 shares. As of April 30, 2015,2020, the remaining authorized shares to be purchased were 351,960.339,324.
(3)As of May 27, 2020, the authorization under the then existing share repurchase plan expired.
(4)On May 20, 2020, the board of directors authorized the company to repurchase up to 500,000 shares of our outstanding common stock commencing on May 28, 2020 and continuing to May 27, 2021. As of May 31, 2020, the remaining authorized shares to be purchased were 500,000.
(5)The share purchase authorization in place for the month ended May 31, 2015 had purchase limitations on the number of shares of up to 500,000 shares. As of May 31, 2015, the remaining authorized shares to be purchased were 351,960.
(4)The share purchase authorization expired June 15, 2015 and30, 2020, had purchase limitations on the number of shares of up to 500,000 shares. As of June 15, 2015,30, 2020, the remaining number of authorized shares that could have beento be purchased was 351,960.were 500,000.
(5)There was no(6)The share purchase authorization plan in place from June 16, 2015 to August 16, 2015. The previous plan expiredfor the month ended July 31, 2020, had purchase limitations on June 15, 2015.
(6)On August 13, 2015, the boardnumber of directors authorized the company to repurchaseshares of up to 500,000 shares. As of July 31, 2020, the remaining authorized shares to be purchased were 500,000.

25

(7)The share purchase authorization in place for the month ended August 31, 2020, had purchase limitations on the number of shares of its outstanding common stock commencing on August 17, 2015 through August 16, 2016. No stock purchases were made under this authorization during the periodup to 500,000 shares. As of August 17, 2015 through August 31, 2016.2020, the remaining authorized shares to be purchased were 500,000.
(7)(8)The share purchase authorization in place for the month ended September 30, 20152020, had purchase limitations on the number of shares of up to 500,000 shares. As of September 30, 2015, no stock purchases2020, the remaining authorized shares to be purchased were made under this authorization.475,682.
(8)(9)The share purchase authorization in place for the month ended October 31, 20152020, had purchase limitations on the number of shares of up to 500,000 shares. As of October 31, 2015, no stock purchases2020, the remaining authorized shares to be purchased were made under this authorization.450,227.
(9)(10)The share purchase authorization in place for the month ended November 30, 20152020, had purchase limitations on the number of shares of up to 500,000 shares. As of November 30, 2015, no stock purchases2020, the remaining authorized shares to be purchased were made under this authorization.440,899.
(10)(11)The share purchase authorization in place for the month ended December 31, 20152020, had purchase limitations on the number of shares of up to 500,000 shares. As of December 31, 2015, no stock purchases2020, the remaining authorized shares to be purchased were made under this authorization.440,899.
(11)(12)
The share purchase authorization in place for the month ended January 31, 20162021 had purchase limitations on the number of shares of up to 500,000 shares. As of January 31, 2016, no stock purchases2021, the remaining authorized shares to be purchased were made under this authorization.440,899.
(12)(13)
The share purchase authorization in place for the month ended February 28, 20162021 had purchase limitations on the number of shares of up to 500,000 shares. As of February 28, 2016,2021, the remaining authorized shares to be purchased were 448,835.440,899.
(13)(14)
The share purchase authorization in place for the month ended March 31, 20162021, had purchase limitations on the number of shares of up to 500,000 shares. As of March 31, 2016,2021, the remaining authorized shares to be purchased were 383,698.440,899.


The timing and expiration date of the share repurchase authorizations are included in Note 10,12, “Stockholders’ Equity” to our consolidated financial statements included elsewhere in this report.

23

ITEM 6.SELECTED FINANCIAL DATA


Not Applicable
The following selected financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements and related notes, which are included elsewhere in this Form 10-K. The selected consolidated statement of operations data for the years ended March 31, 2016, 2015 and 2014 and the selected consolidated balance sheet data as of March 31, 2016 and 2015 presented below was derived from our audited consolidated financial statements, which are included elsewhere herein. The selected financial data as of and for the years ended March 31, 2013 and 2012 have been derived from our audited consolidated financial statements, which are not included in this report.

  For the years ended March 31, 
Statement of Operations Data: 2016  2015  2014  2013  2012 
  (in thousands, except per share data) 
Net sales $1,204,199  $1,143,282  $1,057,536  $983,112  $825,581 
Cost of sales  942,142   898,735   840,623   778,339   654,066 
Gross profit  262,057   244,547   216,913   204,773   171,515 
Operating expense  186,306   173,837   156,815   146,028   131,941 
Operating income  75,751   70,710   60,098   58,745   39,574 
Other income  -   7,603   -   -   - 
Earnings before provision for income taxes  75,751   78,313   60,098   58,745   39,574 
                    
Provision for income taxes  31,004   32,473   24,825   23,915   16,207 
Net earnings $44,747  $45,840  $35,273  $34,830  $23,367 
                     
Net earnings per common share - basic $6.17  $6.26  $4.41  $4.37  $2.82 
                     
Net earnings per common share - diluted $6.09  $6.19  $4.37  $4.32  $2.79 
                     
Dividend per common share $-  $-  $-  $2.50  $- 
    
  As of March 31, 
Balance Sheet Data:  2016   2015   2014   2013   2012 
  (in thousands) 
                     
Cash and cash equivalents $94,766  $76,175  $80,179  $52,720  $33,778 
Accounts receivable—net $276,399  $249,803  $243,216  $192,254  $174,599 
Total financing receivables and operating leases—net $132,354  $143,900  $143,739  $122,603  $140,311 
Total assets $616,680  $568,275  $550,103  $437,872  $433,688 
                     
Total non-recourse and recourse notes payable $47,422  $56,564  $68,888  $41,739  $28,055 
Total liabilities $297,802  $289,013  $283,720  $199,640  $214,061 
Total stockholders' equity $318,878  $279,262  $266,383  $238,232  $219,627 

Other Financial Data:

Our management monitors a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business. We believe that the most important of these measures and ratios include gross margin, gross margin on product and services, operating income margin, net earnings, net earnings per common share, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross billings of product and services, and non-GAAP net earnings per share. We 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. These key indicators include financial information that is prepared in accordance with GAAP and presented in our consolidated financial statements as well as non-GAAP performance measurement tools.

A summary of these key indicators which are not included in our consolidated financial statements is presented as follows, (dollars in thousands):

  For the years ended March 31, 
  2016  2015  2014  2013  2012 
                
Gross margin  21.8%  21.4%  20.5%  20.8%  20.8%
Gross margin, product and services  19.9%  19.4%  18.3%  18.0%  17.9%
Operating income margin  6.3%  6.2%  5.7%  6.0%  4.8%
                     
Adjusted gross billings of product and services (1) $1,556,463  $1,435,039  $1,276,133  $1,163,577  $978,180 
                     
Non-GAAP: Net earnings (2) $46,480   $42,529   $35,925   $35,423   $23,568  
Non-GAAP: Net earnings per common share - diluted (2) $6.33    5.75    4.45    4.40    2.82  
                     
Adjusted EBITDA (3) $81,299  $75,043  $62,890  $61,134  $41,239 
Adjusted EBITDA margin (3)  6.8%  6.6%  5.9%  6.2%  5.0%
                     
Purchases of property and equipment used internally $2,442  $3,610  $4,238  $1,436  $1,594 
Purchases of equipment under operating leases  12,026   8,163   5,714   14,148   6,061 
Total capital expenditures $14,468  $11,773  $9,952  $15,584  $7,655 

(1)We define Adjusted gross billings of product and services as our sales of product and services calculated in accordance with GAAP, adjusted to exclude the costs incurred related to sales of third party software assurance, subscription licenses, maintenance and services. We have provided below a reconciliation of Adjusted gross billings of product and services to Sales of product and services, which is the most directly comparable to this non-GAAP financial measure. In prior reports, Adjusted gross billings of product and services were referred to as non-GAAP gross sales of products and services.

We use Adjusted gross billings of product and services as a supplemental measure of our performance to gain insight into the volume of business generated by our technology segment, and to analyze the changes to our accounts receivable and accounts payable. Our use of Adjusted gross billings of product and services 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 GAAP. In addition, other companies, including companies in our industry, might calculate Adjusted gross billings of product and services or similarly titled measures differently, which may reduce their usefulness as comparative measures.
  For the years ended March 31,    
  2016  2015  2014  2013  2012 
Sales of products and services $1,163,337  $1,100,884  $1,013,374  $936,228  $784,951 
Costs incurred related to sales of third party services  393,126   334,155   262,759   227,349   193,229 
Adjusted gross billings of product and services $1,556,463  $1,435,039  $1,276,133  $1,163,577  $978,180 
(2)Non-GAAP net earnings per common share are based on net earnings calculated in accordance with GAAP, adjusted to exclude other income and acquisition related amortization expense, net of taxes. We use Non-GAAP net earnings per common share as a supplemental measure of our performance to gain insight into our operating performance. We believe that the exclusion of other income and acquisition related amortization expense in calculating Non-GAAP net earnings per common share provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods. Accordingly, we believe that non-GAAP net earnings per common share provide useful information to investors and others in understanding and evaluating our operating results. However, our use of Non-GAAP net earnings per common share 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 GAAP. In addition, other companies, including companies in our industry, might calculate Non-GAAP net earnings per common share or similarly titled measures differently, which may reduce their usefulness as comparative measures.

  For the years ended March 31,    
  2016  2015  2014  2013  2012 
GAAP: Earnings before provision for income taxes $75,751  $78,313  $60,098  $58,745  $39,574 
Plus: Acquisition related amortization expense    2,917    1,888    1,110    1,000    340 
Less: Other income  -   (7,603)  -   -   - 
Non-GAAP: Earnings before provision for income taxes  78,668   72,598   61,208   59,745   39,914 
                     
Non-GAAP: Provision for income taxes  32,188   30,069   25,283   24,322   16,346 
Non-GAAP: Net Earnings $46,480  $42,529  $35,925  $35,423  $23,568 
                     
GAAP: Net earnings per common share - diluted $6.09  $6.19  $4.37  $4.32  $2.79 
Non-GAAP: Net earnings per common share - diluted $6.33  $5.75  $4.45  $4.40  $2.82 
(3)We define Adjusted EBITDA as net earnings calculated in accordance with GAAP, adjusted for the following:
interest expense, depreciation and amortization, provision for income taxes, and other income. We consider the interest on notes payable from our financing 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. We provide below 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. 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 core business and operating results by excluding items that are not comparable across reporting periods. 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 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.

  For the years ended March 31,    
  2016  2015  2014  2013  2012 
Net earnings $44,747  $45,840  $35,273  $34,830  $23,367 
Provision for income taxes  31,004   32,473   24,825   23,915   16,207 
Depreciation and amortization  5,548   4,333   2,792   2,389   1,665 
Less: Other income  -   (7,603)  -   -   - 
Adjusted EBITDA $81,299  $75,043  $62,890  $61,134  $41,239 
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis of the financial condition and results of operations (“financial review”) of ePlus is intended to help investors understand our company and our operations. The financial review is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the related notes included elsewhere in this report.


For a discussion of results for the year ended March 31, 2020 compared to the results for the year ended March 31, 2019, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended March 31, 2020, filed with the Securities and Exchange Commission on May 22, 2020.

EXECUTIVE OVERVIEW


Business Description


ePlus and its consolidated subsidiaries provide leading information technology (“IT”)IT products and services, flexible leasing and financing solutions, and enterprise supply management to enable our customers to optimize their IT infrastructure and supply chain processes.


We design, implement and provide IT solutions for our customers. We are focused primarily on specialized IT segments including data center infrastructure, networking, security, cloud and collaboration. Our solutions incorporate hardware and software products from multiple leading IT vendors. As our customers’ IT requirements have grown increasingly complex, we have evolved our offerings by investing in our professional and managed services capabilities and by expanding our relationships with existing and emerging key vendors.


We continue to strengthen our relationships with vendors focused on emerging technologies, which have enabled us to provide our customers with new and evolving IT solutions. We are an authorized reseller fromof over 1,000 vendors, but primarily fromof approximately 100 vendors, including Arista Networks, Check Point, Cisco Systems, Dell EMC, FireEye, F5 Networks, Hewlett-Packard,FireEye, Fortinet, Gigamon, Hewlett Packard Enterprise, HP Inc., Juniper, Lenovo, McAfee, NetApp, Nimble,Nutanix, Oracle, Palo Alto Networks, Pure Storage, Splunk, VMware, and among many others. We possess top-level engineering certifications with a broad range of leading IT vendors that enable us to offer IT solutions that are optimized for each of our customers’ specific requirements. Our proprietary software solutions allow our customers to procure, control and automate their IT solutions environment.


COVID-19

The novel coronavirus (“COVID-19”) pandemic continues to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Federal, state and local governments and public health authorities have required and may in the future require measures to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, safety-related modifications to workplaces, supply chain logistical changes, and closure of non-essential businesses.

As COVID-19 impacts continue to expand across the country and globe, we have been adjusting our business activities for the safety of our employees and to best serve our customers in this rapidly evolving environment. We have implemented a flexible work from home strategy applicable to all offices and operational continuity plans to provide sufficient resources to continue supporting our customers. For employees who wish to return to the office, we have reopened our headquarters along with other sales offices with limited capacity and with required health and safety protocols in place. We plan to reopen our other offices using a phased approach. Our configuration centers have remained open with our employees working in them following required health and safety protocols. In addition, we also have a procedure to review and approve employees’ business-related travel. Our managed service teams are distributed across the US with the ability to leverage technology to provide coverage while working from home. While we and many of our customers and vendor partners have restricted travel, we are leveraging video and other collaborative tools to continue to be responsive.

Our account relationship teams are actively engaging with our customers, to ensure they have the support needed in adjusting to changes in the business environment and government directives. Also, we are working closely with our vendor partners to address varying impacts on their supply chain to satisfy infrastructure needs. Certain of our vendor partners extended payment terms to us and our competitors.

We continue to execute against and adjust our business continuity plans to maximize our ability to support our employees and customers in concert with our partners. We have an internal resource page to support specific customer inquiries from security to collaboration to financing options. We remain committed to driving positive business outcomes.

The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and scope of the pandemic including the impact of various mutations; governmental, business, and individuals’ actions in response to the pandemic; the efficacy of the vaccine, duration of the vaccination distribution, and demand by people to be inoculated; and the impact on economic activity including the possibility of recession or financial market instability. These factors may adversely impact business, and government spending on technology as well as our customers’ ability to pay for our products and services on an ongoing basis. This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions. Refer to Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K.

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, net earnings per common share, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross billings, and Non-GAAP Net earnings per share. We 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.

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 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 not normally excluded or included in the most directly comparable measure calculated and presented in accordance with US GAAP. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Our key business metrics are as follows (dollars in thousands):

 Year Ended March 31, 
Consolidated 2021  2020  2019 
Net sales $1,568,323  $1,588,404  $1,372,673 
             
Gross profit $393,554  $391,191  $330,388 
Gross margin  25.1%  24.6%  24.1%
Operating income margin  6.8%  6.0%  5.8%
             
Net earnings $74,397  $69,082  $63,192 
Net earnings margin  4.7%  4.3%  4.6%
Net earnings per common share - diluted $5.54  $5.15  $4.65 
             
Non-GAAP: Net earnings (1) $85,567  $82,167  $69,580 
Non-GAAP: Net earnings per common share - diluted (1) $6.38  $6.13  $5.12 
             
Adjusted EBITDA (2) $128,245  $119,359  $100,415 
Adjusted EBITDA margin  8.2%  7.5%  7.3%
             
Technology Segment            
Net sales $1,507,954  $1,530,138  $1,329,520 
Adjusted gross billings (3) $2,263,865  $2,227,885  $1,918,995 
             
Gross profit $346,235  $340,588  $294,662 
Gross margin  23.0%  22.3%  22.2%
             
Operating income $75,665  $62,155  $56,738 
Adjusted EBITDA (2) $97,219  $85,840  $77,202 
             
Financing Segment            
Net sales $60,369  $58,266  $43,153 
             
Gross profit $47,319  $50,603  $35,726 
             
Operating income $30,670  $33,124  $22,796 
Adjusted EBITDA (2) $31,026  $33,519  $23,213 

(1)Non-GAAP Net earnings and Non-GAAP Net earnings per common share – diluted is based on net earnings calculated in accordance with 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 per common share as a supplemental measure of our performance to gain insight into our operating performance. We believe that the exclusion of other income and acquisition related amortization expense in calculating Non-GAAP Net earnings per common share 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 per common share 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 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 or similarly titled measures differently, which may reduce their usefulness as comparative measures.


 Year Ended March 31, 
  2021  2020  2019 
GAAP: Earnings before tax $106,906  $95,959  $86,230 
Share based compensation  7,167   7,954   7,244 
Acquisition and integration expense  271   1,676   1,813 
Acquisition related amortization expense  9,116   9,217   7,423 
Other income  (571)  (680)  (6,696)
Non-GAAP: Earnings before provision for income taxes  122,889   114,126   96,014 
             
GAAP: Provision for income taxes  32,509   26,877   23,038 
Share based compensation  2,188   2,218   1,988 
Acquisition and integration expense  78   490   522 
Acquisition related amortization expense  2,730   2,487   1,916 
Other income  (143)  (200)  (1,702)
Tax benefit on restricted stock  (40)  87   672 
Non-GAAP: Provision for income taxes  37,322   31,959   26,434 
             
Non-GAAP: Net earnings $85,567  $82,167  $69,580 

 Year Ended March 31, 
  2021  2020  2019 
GAAP: Net earnings per common share - diluted $5.54  $5.15  $4.65 
             
Share based compensation  0.38   0.43   0.38 
Acquisition and integration expense  0.01   0.09   0.09 
Acquisition related amortization expense  0.48   0.51   0.40 
Other income  (0.03)  (0.04)  (0.35)
Tax benefit on restricted stock  -   (0.01)  (0.05)
Total non-GAAP adjustments - net of tax $0.84  $0.98  $0.47 
Non-GAAP: Net earnings per common share - diluted $6.38  $6.13  $5.12 

(2)We define Adjusted EBITDA as net earnings calculated in accordance with GAAP, adjusted for the following: interest expense, depreciation and amortization, share-based compensation, acquisition and integration expenses, provision for income taxes, and other income. Segment Adjusted EBITDA is defined as operating income calculated in accordance with 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 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. We provide below 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. The presentation of Adjusted EBITDA has been changed from prior period presentations to include adjustments for expenses related to acquisitions such as legal, accounting, tax, and adjustments to the fair value of contingent purchase price consideration as well as stock compensation.

We use Adjusted EBITDA as a supplemental measure of our performance to gain insight into our operating performance. 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 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.


 Year Ended March 31, 
Consolidated 2021  2020  2019 
Net earnings $74,397  $69,082  $63,192 
Provision for income taxes  32,509   26,877   23,038 
Share based compensation  7,167   7,954   7,244 
Interest and financing costs  521   294   - 
Acquisition and integration expense  271   1,676   1,813 
Depreciation and amortization  13,951   14,156   11,824 
Other income  (571)  (680)  (6,696)
Adjusted EBITDA $128,245  $119,359  $100,415 
             
Technology Segment            
Operating income $75,665  $62,155  $56,738 
Depreciation and amortization  13,839   14,016   11,812 
Share based compensation  6,923   7,699   6,839 
Interest and financing costs  521   294   - 
Acquisition and integration expense  271   1,676   1,813 
Adjusted EBITDA $97,219  $85,840  $77,202 
             
Financing Segment            
Operating income $30,670  $33,124  $22,796 
Depreciation and amortization  112   140   12 
Share based compensation  244   255   405 
Adjusted EBITDA $31,026  $33,519  $23,213 

(3)
We define Adjusted gross billings as our technology segment net sales calculated in accordance with US GAAP, adjusted to exclude the costs incurred related to sales of third-party maintenance, software assurance, subscription/SaaS licenses, and services. We have provided below a reconciliation of Adjusted gross billings to technology segment net sales, which is the most directly comparable financial measure to this Non-GAAP financial measure.

 Year Ended March 31, 
  2021  2020  2019 
Technology segment net sales $1,507,954  $1,530,138  $1,329,520 
Costs incurred related to sales of third party maintenance, software assurance and subscription/Saas licenses, and services  755,911   697,747   589,475 
Adjusted gross billings $2,263,865  $2,227,885  $1,918,995 

We use Adjusted gross billings as a supplemental measure of our performance to gain insight into the volume of business generated by our technology segment, and to analyze the changes to our accounts receivable and accounts payable. Our use of Adjusted gross billings as an analytical tool 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 gross billings or a similarly titled measure differently, which may reduce its usefulness as a comparative measure.

Financial Summary


During the year ended March 31, 2016,2021, net sales increased 5.3%decreased 1.3% to $1.2 billion,$1,568.3 million, or an increasea decrease of $60.9$20.1 million overcompared to $1,588.4 million in the prior fiscal year. We had a 8.5% increase in Adjusted gross billings of products and services of $1.56 billionProduct sales for the year ended March 31, 2016,2021, decreased 2.1% to $1,366.2 million, or a decrease of $29.1 million compared to $1.44 billion last fiscal$1,395.3 million in the prior year. ThisServices sales during the year ended March 31, 2021, increased 4.7% to $202.2 million, or an increase of $9.1 million, over prior year services sales of $193.1 million. The decrease in demandnet sales was offset bymostly due a shiftchange in product sales mix, aswith a higher proportiongreater portion in sales of our sales consisted of third partythird-party maintenance, software assurance, subscriptionsubscription/SaaS licenses, maintenance and services, for which the revenues and cost of sales are presented on a net basis. We believe that our growth outpacedhad decreases in net sales to customers in the overall industry duetechnology and healthcare markets, which were almost entirely offset by increases in net sales to gainscustomers in market share through capturing additional customer spend,the telecom, media and focusing on faster growing segments withinentertainment, financial services, and a few smaller other categories of customers, during the market, such as virtualization, collaboration, and security. In addition, we added new customers as a resultyear ended March 31, 2021, compared to the prior year.

Adjusted gross billings increased vendor referrals, and through acquisitions.

Consolidated gross margins were 21.8%by 1.6%, or $36.0 million, to $2,263.9 million for the year ended March 31, 2016,2021, compared to 21.4%$2,227.9 million in the prior fiscal year. The increase in Adjusted gross billings was due to higher demand from our current customers, as well as from our acquisitions. Adjusted gross billings increased year over year while net sales decreased slightly due to a shift in mix to a higher proportion of third-party maintenance, software assurance, subscriptions/SaaS licenses, and services which we recognize revenue on a net basis.

Consolidated gross profit increased 0.6%, to $393.6 million, compared to $391.2 million in the prior fiscal year due to higher margins. Consolidated gross margin increased 50 basis points to 25.1% for the year ended March 31, 2015.2021, compared to 24.6% for the year ended March 31, 2020. The increase in gross marginsmargin was due to shiftsexpanded gross profit and margins of our technology segment, due to a shift in our productrevenue mix resulting from our continued focus on value added services for our customers, including the increase in sales of our advanced professional and managed services, and sales of third partythird-party maintenance agreements, software assurance, subscriptions/SaaS licenses, and services. The increase in gross margin was partially offset by lower margins in our finance segment due to gains on core elementsseveral large transactions in the prior year.

For the year ended March 31, 2021, operating expenses decreased $8.7 million, or 2.9%, to $287.2 million, as compared to $295.9 million in the prior year. The decrease in operating expenses for the year ended March 31, 2021, was due to reductions in selling, general and administrative expenses, interest and financing costs, and depreciation and amortization expense.

Selling, general, and administrative expense for the year, decreased $7.9 million, or 2.8%, to $271.3 million, due to decreases in travel and entertainment, advertising and marketing, employee fringe benefits, a reduction in acquisition related expense, general office related expenses, and salary expense, partially offset by an increase in variable compensation, and our provision for credit losses. As of our customers’ IT environment.March 31, 2021, we had 1,560 employees, a decrease of 1.1% from 1,579 as of March 31, 2020. Depreciation and amortization expense decreased by $0.2 million and interest and financing costs decreased $0.6 million, due to a decrease in the average balance of non-recourse and recourse notes payable outstanding during the year.


Operating income increased $5.0$11.1 million, or 7.1%11.6%, to $75.8$106.3 million and operating margin increased by 1080 basis points to 6.3%6.8%, as compared to the year ended March 31, 2015. 2020. The increase in operating earnings was due to a year over year reductions in selling, general and administrative expense and an increase in gross profit.

Our effective tax rate for the year ended March 31, 2021, was 30.4%, compared to 28.0% for the same period in the prior year primarily due to non-deductible executive compensation. The higher effective tax rate had a negative effect on earnings for the year ended March 31, 2021.

Net earnings for the year ended March 31, 2016 decreased 2.4%2021, increased 7.7% to $44.7$74.4 million, as compared to $69.1 million for the year ended March 31, 2015.2020. Net earnings for the year ended March 31, 20152020 included other non-operating income of $7.6$1.0 million primarily due to a $6.2 million paymentfrom payments received from a class action suit which alleged that a group of companies conspired to fix, raise, maintain or stabilize prices of certain flat panels used in many flat screen televisions, monitors and notebook computers.distributions from various legal claims.


Adjusted EBITDA increased $6.3 million, or 8.3%, to $81.3 million and Adjusted EBITDA margin increased 20 basis points to 6.8% for the year ended March 31, 2016, as2021, was $128.2 million, an increase of $8.9 million, or 7.4%, compared to the prior period.

Diluted earnings per share decreased $0.10 or 1.6% to $6.09 per shareyear. Adjusted EBITDA margin was 8.2% for the year ended March 31, 2016, as compared to $6.19 per share for2021 an increase of 70 basis points over the prior year.

For the year ended March 31, 2015.2021, diluted earnings per share were $5.54, an increase of $0.39, or 7.6%, compared to the prior year of $5.15 per diluted share. Non-GAAP diluted earnings per share increased 10.0% to $6.33was $6.38 for fiscal year 2021, an increase of $0.25, or 4.1%, from $5.75$6.13 per diluted share in the prior year.

Cash and cash equivalents increased $18.6$43.3 million, or 24.4%50.2%, to $94.8$129.6 million at March 31, 20162021, compared to March 31, 2015. 2020. The increase is primarily the result of cash flows from operations, which was partially offset by an increase in working capital required for the growth in our technology segment, and an increase in our cash conversion cycle, investments in our financing portfolio, and cash equivalents was due to funds generated from operations, partially offset by $16.6 million used to acquired certain assets and assumed certain liabilitiesthe repurchase of IGX Acquisition Global, LLC (“IGX Acquisition”), and IGX Support, LLC, including IGX Acquisition’s wholly-owned subsidiary, IGXGlobal UK Limited (collectively, “IGX”).shares of our common stock for $6.9 million. Our cash on hand, funds generated from operations, amounts available under our credit facility and the possible monetization of our investment portfolio providehave provided sufficient liquidity for our business.


Segment Overview


Our operations are conducted through two segments: technology and financing.


Technology Segment


The technology segment sells IT equipmentderives revenue from sales of product, project-related advanced professional services, managed services and software and related servicesstaff augmentation. The technology segment sells primarily to corporate customers, state and local governments, and higher education institutions on a nationwide basis, with geographic concentrations relating to our physical locations. The technology segment also provides Internet-basedinternet-based business-to-business supply chain management solutions for information technology products.


Customers who purchase IT equipment and services from us may have a customer master agreements, or CMAs,agreement (“CMA”) with our company, which stipulatestipulates the terms and conditions of the 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 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 pricing received,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 and, therefore, there is no guarantee of future reductions of costs provided by these vendor consideration programs.


Financing Segment


Our financing segment offers financing solutions to corporations, governmental entities, and educational institutions nationwide and also in Canada, Iceland,the UK, and beginning in April, 2016, the United Kingdom.several other European countries. The financing segment derives revenue from leasing IT and medical equipment and the disposition of that equipment at the end of the lease. The financing 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; and

·Post-contract earnings: Month-to-month rents; early termination, prepayment, make-whole, or buyout fees;Transactional gains: Net gains or losses on the sale of financial assets; and net gains on the sale of off-lease (used) equipment.


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

We also recognize revenue from events that occur after the initial sale of a financial asset and remarketing fees from certain residual value investments.


FluctuationsCRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements have been prepared in Operating Resultsaccordance with US GAAP. Our significant accounting policies are described in Note 1 of the Notes to the Consolidated Financial Statements under “Organization and Summary of Significant Accounting Policies.” The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates, and actual results could differ materially from the amounts reported based on these policies.


Our resultsREVENUE RECOGNITION — When we enter contracts with customers, we are required to identify the performance obligations in the contract. We recognize most of operations are susceptible to fluctuations for a numberour revenues from the sales of reasons, including, without limitation, customer demand for ourthird-party products, third-party software, third-party maintenance, software support, and services, supplier costs, changes in vendor incentive programs, interest rate fluctuations, general economic conditions,ePlus professional and differences between estimated residual valuesmanaged services, and actual amounts realized relatedhosting ePlus proprietary software. Our recognition of revenue differs for each of these different types of performance obligations and identifying each performance obligation appropriately may require judgement.

When a contract contains multiple distinct performance obligations, we allocate the transaction price to each performance obligation based on its relative standalone selling price. We determine standalone selling prices using expected cost-plus margin. When we finance sales of third-party software and third-party maintenance, software support, and services, we reduce the equipment we lease. Operating results could also fluctuate as a result of a sale prior totransaction price by the expiration of the lease term to the lessee or to a third-party or from other post-term events.financing component.

We expect to continue to expand by opening new sales locations and hiring additional staff for specific targeted market areas in the near future whenever we can find both experienced personnel and desirable geographic areas. These investments may reduce our resultsrecognize revenue from operations in the short term.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that alternative accounting policies would have been applied, resulting in a change in financial results. On an ongoing basis, we reevaluate our estimates, including those related to revenue recognition, residual values, vendor consideration, lease classification, goodwill and intangibles, reserves for credit losses and income taxes specifically relating to uncertain tax positions. We base estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. For all such estimates, we caution that future events rarely develop exactly as forecasted, and therefore, these estimates may require adjustment.

We consider the following accounting policies important in understanding the potential impact of our judgments and estimates on our operating results and financial condition. For additional information on these and other accounting policies, see Note 1, “Organization and Summary of Significant Accounting Policies” to the consolidated financial statements included elsewhere in this report.

REVENUE RECOGNITION. The majority of our revenues are derived from the following sources: sales of third-party products, software, software assurance, maintenance and services; sales of our advanced professional and managed services; sales of licenses of our software, and financing revenues. For all these revenue sources, we determine whether we are the principal or agent in accordance with Codification Topic, Revenue Recognition, Subtopic Principal Agent Considerations. Our revenue recognition policies vary based upon these revenue sources and the mischaracterization of these products and services could result in misapplication of revenue recognition polices.

For arrangements with multiple elements, we allocate the total consideration to the deliverables based on an estimated selling price. We determine the estimated selling price using cost plus a reasonable margin for each deliverable, which is based on our established policies and procedures for providing customers with quotes, as well as on historical data.

Generally, sales of third-party products and third-party software are recognized on a gross basis withat the selling pricepoint in time that control passes to the customer, recorded as sales and the acquisition costwhich is typically upon delivery of the product or software recorded as cost of sales. Revenue is recognized when the title and risk of loss are passed to the customer, there is persuasive evidence ofcustomer. We perform an arrangement for sale, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery for products is typically performed via drop-shipment by the vendor or distributoranalysis to our customers’ location, and for software via electronic delivery. Using these tests, the vast majority of our sales are recognized upon delivery due to our sales terms with our customers. We estimate the product delivered to our customersamount of sales in-transit at the end of each quarterthe period and adjust revenue and the related costs to reflect only what has been delivered to the customer. This analysis is based upon an analysis of current quarter and historical delivery dates.


We sell software assurance, subscription licenses, maintenance and service contracts where the services are performed by a third party. Software assurance is a service that allows customers to upgrade at no additional cost to the latest technology, if new applications are introduced during the period for which the software assurance is in effect. As we enter into contracts with third-party service providers, we evaluate whether we are acting as a principal or agent in the transaction. We conclude that we are acting as an agent and recognize revenue on a net basis atfrom sales of third-party maintenance, software support, and services when our customer and vendor accept the dateterms and conditions of sale when we are not responsible for the day-to-day provision of servicesarrangement. On occasion, judgement is required to determine this point in these arrangements and our customers are aware that the third-party service provider will provide the services to them.time.


We provide ePlus advanced professional services under both time and materials and fixed price contracts. UnderWhen services are provided on a time and materials contracts,basis, we recognize revenuesales at agreed-upon billing rates at the timeas services are performed. Under certainWhen services are provided on a fixed price contracts,fee basis, we recognize revenue based on thesales over time in proportion to our progress toward complete satisfaction of the services delivered to date as a percentage of the total services to deliver over the contract term. performance obligation. Using this method requires a determination of the appropriate input or output method to measure progress. We most often measure progress based on costs incurred in proportion to total estimated costs, commonly referred to as the “cost-to-cost” method. When using an inputthis method, such as costs, we mustsignificant judgement may be required to estimate the inputs required overtotal costs to complete the entire term. Under other fixed price contracts, weperformance obligation. We typically recognize revenue upon completion. Revenues from other sales of ePlus services, such as maintenance, managed services and hosting services are recognized on a straight-line basis over the term of the arrangement.period services are provided.

FinancingWe recognize financing revenues include income earned from investments in leases, leased equipment, and financed third-party software and services. We classify our investments in leases and leased equipment as either direct financing lease, sales-type lease, or operating lease, as appropriate. Revenue on direct financing and sales-type leases is deferred at the inception of the leases and is recognized over the term of the lease using the interest method. Revenue on operating leases is recorded on a straight line basis over the lease term.notes receivable. We classify third-party software, maintenances, and services that we finance for our customers as notes receivable and recognize interest income over the term of the arrangementon our notes-receivable using the effective interest method.


We classify our leases as either sales-type leases or operating leases. For sales-type leases, upon lease commencement, we recognize the present value of the lease payments and the residual asset discounted using the rate implicit in the lease. When we are financing equipment provided by another dealer, we typically do not have any selling profit or loss arising from the lease. When we are the dealer of the equipment being leased, we typically recognize revenue in the amount of the lease receivable and cost of sales in the amount of the carrying value of the underlying asset minus the unguaranteed residual asset. We may need to use judgement to determine the fair value of the equipment. After the commencement date, we recognize interest income as part of net sales using the effective interest method. For operating leases, we recognize the underlying asset as an operating lease asset. We depreciate the asset on a straight-line basis to its estimated residual value over its estimated useful life. We recognize the lease payments over the lease term on a straight-line basis as part of net sales.

We account for the transfer of financial assets as sales or secured borrowings in accordance with Transfers and Servicing in the Codification. For transfers that qualify for sale treatment, we recognizeborrowings. When a net gain on the later of the effective date of the transfer or the date that the transfer meets all the criteriarequirements for sale accounting, we derecognize the financial asset and record a sale.net gain or loss that is included in net sales. We utilize qualified attorneys to provide a true-sale-at-law opinion to support the conclusion that transferred financial assets have been legally isolated.


RESIDUAL VALUES. Residual values represent our estimated value ofASSETS — Our estimate for the equipment atresidual asset in a lease is the amount we expect to derive from the underlying asset following the end of the initial lease term. Our estimated residual values willestimates vary, both in amount and as a percentage of the original equipment cost, and depend upon several factors, including the equipment type, vendor'svendor’s discount, market conditions, lease term, equipment supply and demand, and new product announcements by vendors.

We evaluate residual values for impairment on a quarterly basis and record any required impairmentsbasis. We do not recognize upward adjustments due to changes in estimates of residual value, in the period in which thevalues.

GOODWILL — We test goodwill for impairment is determined. No upward adjustment to residual values is made subsequent to lease inception.

GOODWILL. Goodwill represents the premium paid overon an annual basis, as of October 1, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of net tangible and intangible assets we have acquired in business combinations. We review our goodwilla reporting unit below its carrying amount. Goodwill is tested for impairment annually, or more frequently if indicatorsat a level of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may includereporting referred to as a sustained, significant decline in our share price and market capitalization,reporting unit.

In a decline in our expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower growth rates, among others.

We firstqualitative assessment, we assess qualitative factors to determine whether it is more likely than not that the fair value(that is, a likelihood of a reporting unit is lessmore than its carrying amount. Qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows and market capitalization.

If the qualitative factors indicate that it is more likely than not50 percent) that the fair value of a reporting unit is less than its carrying amount, we performincluding goodwill. A significant amount of judgment is involved in determining if an event representing an indicator of impairment has occurred between annual test dates. Such indicators may include: a significant decline in expected future cash flows; a sustained, significant decline in stock price and market capitalization; a significant adverse change in legal factors or in the two step process to assess our goodwillbusiness climate; unanticipated competition; the testing for impairment. First,recoverability of a significant asset group within a reporting unit; and reductions in revenue or profitability growth rates.

In the quantitative impairment test, we compare the fair value of each of oura reporting unitsunit with its carrying value.amount, including goodwill. We estimate the fair value of theeach reporting unit using various valuation methodologies, includinga combination of the income approach and market approaches.

The income approach incorporates the use of a discounted expectedcash flow method in which the estimated future cash flows. Ifflows and terminal values for each reporting unit are discounted to a present value using a discount rate. Cash flow projections are based on management’s estimates of economic and market conditions which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate in turn is based on the specific risk characteristics of each reporting unit, the weighted average cost of capital and its underlying forecast.

The market approach estimates fair value ofby applying performance metric multiples to the reporting unit exceeds its carrying value, goodwill is not impaired,unit’s prior and no further testing is necessary. Ifexpected operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics as the net book value of a reporting unit exceeds itsunit.

The fair value, we perform a second testvalues determined by the market approach and income approach, as described above, are weighted to measure the amount of impairment loss, if any. To measure the amount of any impairment loss, we determine the fair value of goodwill infor each reporting unit. Although we have consistently used the same manner as if our reporting unit were being acquiredmethods in a business combination. Specifically, we allocatedeveloping the assumptions and estimates underlying the fair value of the reporting unit to all of the assetscalculations, such estimates are uncertain and liabilities of that unit, including any unrecognized intangible assets, in a hypothetical calculation that would yield the estimated fair value of goodwill. If the estimated fair value of goodwill is less than the goodwill recorded on our balance sheet, we record an impairment charge for the difference.may vary from actual results.

During the quarter ended December 31, 2015, we performed a qualitative assessment for goodwill and concluded that the fair value of our reporting units, more likely than not, significantly exceed their respective carrying amounts as of October 1, 2015. During the quarter ended December 31, 2014, we elected to bypass the qualitative assessment of goodwill and estimate the fair values of the reporting units. The fair value of our reporting units substantially exceeded their respective carrying values, and our conclusions regarding the recoverability of goodwill would not be impacted by a ten percent change in their fair values.


VENDOR CONSIDERATION.CONSIDERATION — We receive payments and credits from vendors and distributors, including consideration pursuant to volume incentive programs, and shared marketing expense programs. Many of these programs extend over one or more quarters’ sales activities. Different programs have different vendor/program specific goals to achieve. We estimaterecognize the amount of vendor consideration earnedrebates pursuant to volume incentive programs, when itthe rebate is probable and reasonably estimable, usingbased on a systematic and rational allocation of the best information available, including historical data.cash consideration offered to each of the underlying transactions that results in our progress towards earning the rebate. Should our actual performance be different from our estimates, we may be required to adjust our receivables.

Vendor consideration received pursuantALLOWANCE FOR CREDIT LOSSES — We maintain an allowance for credit losses related to volume incentive programs is allocatedour accounts receivable and financing receivables. We measure expected credit losses on a collective (pool) basis when similar risk characteristics exist. Prior to inventoriesproviding credit, we assign an internal rating for each customer’s credit quality based on the applicable incentives fromcustomer’s financial status, rating agency reports and other financial information. We review our internal ratings for each vendor andcustomer at least annually or when there is recordedan indicator of a change in cost of sales of product and services, as the inventory is sold. Vendor consideration received pursuant to shared marketing expense programs is recordedcredit quality, such as a reductiondelinquency or bankruptcy. We estimate a loss rate for each pool using the historical loss rate as a basis and adjust for differences in asset specific risk and current conditions. Since the onset of the related selling and administrative expensesCOVID-19, we have recognized an increase in the period the program takes place only if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of cost of sales, product and services onallowance to reflect forecasted credit deterioration. Should our consolidated statements of operations.

RESERVES FOR CREDIT LOSSES. We maintain our reserves foractual credit losses at a level believedbe different from our estimates, this will result in adjustments to be adequate to absorb potential losses inherent in the respective balances. We assign an internal credit quality rating to all new customers and update these ratings regularly, but no less than annually. Management’s determination of the adequacy of the reserve for credit losses forthat could adversely affect our accounts receivable is based on the age of the receivable balance, the customer’s credit quality rating, an evaluation of historical credit losses, current economic conditions, and other relevant factors.operating results.

Management’s determination of the adequacy of the reserve for credit losses for financing receivables may be based on the following factors: an internally assigned credit quality rating, historical credit loss experience, current economic conditions, volume, growth, the composition of the lease portfolio, the fair value of the underlying collateral, and the funding status (i.e. not funded, funded on a recourse or partial recourse basis, or funded on non-recourse basis), and other relevant factors.

The reserve for credit losses as of March 31, 2016 and March 31, 2015 included a specific reserve of $3.2 million due to one specific customer, which filed for bankruptcy in May 2012.


INCOME TAXES.TAXES — We make certain estimates and judgments in determining income tax expense for financial statement reporting purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which principally arise from differences in the timing of recognition of revenue and expense for tax and financial statement reporting purposes. We also must analyze income tax reserves, as well as determine the likelihood of recoverability of deferred tax assets and adjust any valuation allowances accordingly.


Considerations with respect to the recoverability of deferred tax assets include the period of expiration of the tax asset, planned use of the tax asset, and historical and projected taxable income as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Valuation allowances are evaluated periodically and will be subject to change in each future reporting period as a result of changes in one or more of these factors. The calculation of our tax liabilities also involves considering uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain income tax positions based on our estimate of whether, and the extent to which, additional taxes will be required.


BUSINESS COMBINATIONS.COMBINATIONS — We account for business combinations using the acquisition method, which requires that the total purchase price ofmethod. For each of the acquired entities be allocated to theacquisition, we recognize most assets acquired, and liabilities assumed based onat their fair values at the acquisition date. Our valuations of certain assets acquired, including customer relationships and trade names, and certain liabilities assumed, such as performance obligations, involve significant judgement and estimation. Additionally, our determination of the purchase price for the acquired business may include an estimate offor the fair value of contingent consideration. The allocation process requires an analysisWe utilize independent valuation specialists to assist us in determining the fair value of intangiblecertain assets customer relationships, trade names, acquired contractual rights and assumed contractual commitmentsliabilities. Our valuations utilize significant estimates, such as forecasted revenues and legal contingencies to identify and record all assets acquired and liabilities assumed at their fair value.

Any excess of consideration transferred over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed is recorded as goodwill. The results of operations for an acquired company are includedprofits. Changes in our financial statements fromestimates could significantly impact the datevalue of acquisition. See Note 14, “Business Combinations” of this Form 10-K for additional information on current acquisitions.certain assets and liabilities.


RECENT ACCOUNTING PRONOUNCEMENTS


The information set forth in Note 2, “Recent Accounting Pronouncements” to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K is incorporated herein by reference.

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RESULTS OF OPERATIONS


The Year Ended March 31, 20162021 Compared to the Year Ended March 31, 20152020


Technology Segment


The results of operations for our technology segment for the years ended March 31, 20162021 and 20152020 were as follows (in thousands):


 Year Ended March 31,  Year Ended March 31,       
 2016  2015  Change  2021  2020  Change 
Sales of product and services $1,163,337  $1,100,884  $62,453   5.7%
Fee and other income  5,728   7,565   (1,837)  (24.3%)
Net sales  1,169,065   1,108,449   60,616   5.5%            
Cost of sales, product and services  931,782   887,673   44,109   5.0%
Product $1,305,789  $1,337,022  $(31,233)  (2.3%)
Services  202,165   193,116   9,049   4.7%
Total  1,507,954   1,530,138   (22,184)  (1.4%)
                
Cost of sales                
Product  1,036,627   1,069,110   (32,483)  (3.0%)
Services  125,092   120,440   4,652   3.9%
Total  1,161,719   1,189,550   (27,831)  (2.3%)
                
Gross profit  237,283   220,776   16,507   7.5%  346,235   340,588   5,647   1.7%
                                
Professional and other fees  5,505   5,340   165   3.1%
Salaries and benefits  140,086   128,945   11,141   8.6%
General and administrative  22,401   21,127   1,274   6.0%
Selling, general, and administrative  256,210   264,123   (7,913)  (3.0%)
Depreciation and amortization  5,532   4,310   1,222   28.4%  13,839   14,016   (177)  (1.3%)
Interest and financing costs  70   96   (26)  (27.1%)  521   294   227   77.2%
Operating expenses  173,594   159,818   13,776   8.6%  270,570   278,433   (7,863)  (2.8%)
                                
Operating income $63,689  $60,958  $2,731   4.5% $75,665  $62,155  $13,510   21.7%
                                
Adjusted gross billings $2,263,865  $2,227,885  $35,980   1.6%
Adjusted EBITDA $69,221  $65,268  $3,953   6.1% $97,219  $85,840  $11,379   13.3%

Net sales: Net sales for the year ended March 31, 2016 increased2021, decreased by $60.6$22.2 million, or 5.5%1.4%, to $1,169.1$1,508.0 million due to a decrease in net sales to our customers in technology, healthcare, and all the other category of customers, partially offset by increases in net sales to our customers in the telecom, media and entertainment, financial services, and SLED sectors. Product sales decreased 2.3%, or $31.2 million, to $1,305.8 million and services revenues increased 4.7%, or $9.0 million, to $202.2 million due to an increase in demand for products andmanaged services from our large and middle-market customers. Sales of product and services increased 5.7% due to an 8.5% increase in Adjusted gross billings of product and services to $1.56 billion from $1.44 billion last year, which was offset by a shift in product mix, as a higher proportion of our sales consisted of third party software assurance, maintenance and services, which are presented on a net basis.

We realized year over year growth for sales of product and services for two quarters during the year ended March 31, 2016, and small declines for the remaining two quarters. We experienced a large sequential increase in the quarterly sales of product and services during the second the quarter for the year ended March 31, 2016, followed by a decrease during the third quarter of the fiscal year, and a small increase in fourth quarter sales of product and services. Fourth quarter sales of product and services was 13.3% higher than prior year primarily due to increased customer demand from our technology, financial services, and health care customers as compared to prior year.

The sequential and year over year change in sales of product and services is summarized below:

Quarter Ended Sequential  Year over Year 
March 31, 2016  1.3%  13.3%
December 31, 2015  (11.2%)  (2.6%)
September 30, 2015  24.9%  13.1%
June 30,2015  0.9%  (0.6%)
March 31, 2015  (13.0%)  3.2%
We rely on our vendors or distributors to fulfill a large majority of our shipments to our customers. As of March 31, 2016, we had open orders of $109.4 million and deferred revenue of $19.5 million. As of March 31, 2015, we had open orders of $74.9 million and deferred revenues of $37.0 million. The decrease of $17.5 million in deferred revenues as of March 31, 20162021, as compared to the prior year isyear.

Adjusted gross billings increased to $2,263.9 million, or 1.6%, from $2,227.9 million in the prior year. The increase in Adjusted gross billings was due to purchasesour acquisition of equipment that had been invoiced toSystems Management and Planning, Inc. (“SMP”) and an increase in organic demand from our customers butin the telecom, media and entertainment, SLED, financial services, and smaller other categories of customers. Despite the increase in Adjusted gross billings, we had not yet been delivered as of March 31, 2015.a decrease in net sales due a shift in mix to more third-party maintenance, software assurance, subscriptions/SaaS licenses, and services for which we recognize revenue on a net basis.

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We analyze sales of products and services by customer end market and by manufacturer, as opposed to discrete product and service categories.manufacturer. The percentage of net sales of product and services by industry and vendor are summarized below:


  FY16 FY15  Change
Revenue by customer end market:
           
Technology 23% 19  4 
Telecom, Media & Entertainment 14% 18  (4%)  
Financial Services 12% 10  2 
SLED 22% 22  -  
Health Care 10% 10  -  
Other 19% 21  (2%)  
Total 100% 100     
            
Revenue by vendor:
           
Cisco Systems 49% 49  -  
Hewlett Packard 7% 8  (1%)  
NetApp 5% 7  (2%)  
Sub-total 61% 64  (3%)  
Other 39% 36  3 
Total 100% 100     
 
Twelve Months Ended
March 31,
    
  2021  2020  Change 
Revenue by customer end market:         
Technology  17%  21%  (4%)
Telecom, Media & Entertainment  25%  19%  6%
SLED  16%  16%  0%
Healthcare  13%  15%  (2%)
Financial Services  13%  13%  0%
All others  16%  16%  0%
Total  100%  100%    


 
Twelve Months Ended
March 31,
    
  2021  2020  Change 
Revenue by vendor:         
Cisco Systems  36%  40%  (4%)
NetApp  4%  4%  0%
HP Inc. & HPE  4%  5%  (1%)
Dell/EMC  7%  6%  1%
Juniper Networks  6%  4%  2%
Arista Networks  3%  5%  (2%)
All others  40%  36%  4%
Total  100%  100%    

Our revenues by customer end market have remained consistent over the prior year, as approximatelywith over 80% of our revenues weresales being generated from customers within the five end markets identifiedspecified above. In fiscal year 2016 2021, we had an increase in the percentage total revenues from customers in the technologytelecom, media and financial services industries, offset byentertainment industry, and decreases in the telecommunications, mediapercentage of total revenues in the technology, and, entertainmenthealthcare industry. These changes were driven by changes in customer buying cycles, and the timing of specific IT related initiatives, rather than the acquisition or loss of a customer or set of customers. No customer accountedThe percentage of sales revenues for more than 10% of our revenues in fiscalSLED, financial services, and the all other category remained constant year 2016 or 2015.over year


The majority of our revenues by vendor are derived from Cisco Systems, Hewlett Packard and NetApp,our top six suppliers, which, in total, declined to 61%when combined, is a fairly constant percentage of our in fiscal year 2016 from 64% last year. This decrease is due to competition and developments in the IT industry. None of the vendors included within the “other” category exceeded 3%60% or more of total revenues for the twelve-month periods ended March 31, 2021, and 2020.


Cost of sales, product and services:sales: The 5.0% increase2.3% decrease in cost of sales product and services was due to the increasedecrease in product sales and a change in product sales mix, with a greater portion from sales of productthird-party maintenance, software assurance, subscription/SaaS licenses, and services, combinedfor which the revenues and cost of sales are presented on a net basis, and with an improvementa greater portion from services revenue, for which we have higher profit margins.

Gross profit: Gross profit increased 1.7%, to $346.2 million, compared to $340.6 million in grossthe prior fiscal year due to higher margins. OurGross margin on product sales increased 60 basis points to 20.6% due a shift in product mix to a greater proportion of sales of third-party maintenance, software assurance, subscription/SaaS licenses, and services. The gross margin on the sale of product and services increased 50 basis points to 19.9%38.1%. for the year ended March 31, 2016, from 19.4%2021, due to the increase in managed services, as compared to the prior year due to an increase in sales of third-party software assurance, maintenance, and services, for which the revenues are presented on a net basis, as well as increases in revenues from our professional and managed service. The change in product mix added 30 basis points to the gross margin and increases in professional and managed services revenues improved gross margin by 50 basis points. This was partially offset by a 30 basis point decrease in vendoryear. Vendor incentives earned as a percentage of sales of product and services for the year ended March 31, 20162021 declined by 30 basis points, which has a negative effect on gross margin, as compared to the prior year.


There are ongoing changes to the incentive programs offered to us by our vendors. Accordingly, if we are unable to maintain the level of vendor incentives we are currently receiving, gross margins may decrease.

Operating expenses: Total operatingSelling, general, and administrative expenses: Selling, general, and administrative expenses of $173.6$256.2 million for the year ended March 31, 2016 increased2021, decreased by $13.8$7.9 million, or 8.6% from3.0% compared to the prior year. Professionalyear, due to decreases in travel and other feesentertainment, advertising and marketing, acquisition related expense, and general office related expenses, partially offset by an increase in variable compensation. Salaries and benefits, including variable compensation, increased $0.2$2.8 million or 3.1%,1.3% to $5.5$221.8 million, compared to $5.3$219.0 million during the prior year, due in part to outside services related to the IGX acquisition.

Salaries and benefits increased $11.1 million or 8.6% to $140.1 million, compared to $128.9 million during the prior year. Approximately 21% of this increase was due to higher variable compensation due toa result of the increase in gross profit, and the remaining increase was due to an increase in the number of employees. profit.

Our technology segment had 1,0201,526 employees as of March 31, 2016, an increase2021, which is a decrease of 84,17, or 9.0%1.1%, from 9361,543 at March 31, 2015,2020. We added 102 employees on December 31, 2020 due to our acquisition of which 83SMP. Our overall decrease of the17 employees from March 31, 2020 to March 31, 2021 was primarily attributable to an overall decrease of 14 positions added in the past year relate to sales marketing, and professional services personnel.marketing.


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General and administrative expenses, increased $1.3excluding acquisition related expense and provision for credit losses, decreased $9.3 million, or 6.0%21.7%, to $22.4$33.6 million during the year ended March 31, 2021, compared to $42.9 million the prior year. Contributing to the year over year decrease in general and administrative expense were reductions in travel and entertainment, advertising and marketing, and general office related expenses. Some of the reduction in general and administrative expense was driven by changes as a result of the COVID-19 pandemic and management cost reduction efforts. Acquisition related expenses in the year ended March 31, 2021 were $1.4 million lower than the prior year expense which included adjustments to contingent consideration related to a previous acquisition of $1.4 million.

Depreciation and amortization expense: Depreciation and amortization expense decreased $0.2 million, or 1.3%, to $13.8 million during the fiscal year ended March 31, 20162021, compared to $21.1$14.0 million in the prior year. The additional

Interest and financing costs: Interest and financing costs are substantially due to our expanding geographical presence. We also incurred additional expenses due to increases in personnel, including communications, and travel and entertainment expenses.
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Depreciation and amortization expense: Depreciation and amortization expense increased $1.2were $0.5 million or 28.4%, to $5.5 million duringfor the fiscal year ended March 31, 20162021, compared to $4.3$0.3 million in the prior year. The increase in depreciation and amortization expense is related to the acquisition of IGX in December, 2015 and Evolve in August, 2014.


Segment earnings: As a result of the foregoing, operating income increased $2.7$13.5 million, or 4.5%21.7%, to $63.7$75.7 million for the year ended March 31, 20162021, compared to $62.2 million in the prior year and Adjusted EBITDA increased 6.1%13.3% to $69.2$97.2 million for the year ended March 31, 2016.2021, compared to $85.8 million in the prior year.


Financing Segment


The results of operations for our financing segment for the years ended March 31, 20162021, and 20152020 were as follows (in thousands):


 Year Ended March 31,  Year Ended March 31,       
 2016  2015  Change  2021  2020  Change 
Financing revenue $35,091  $34,728  $363   1.0%
Fee and other income  43   105   (62)  (59.0%)
Net sales  35,134   34,833   301   0.9% $60,369  $58,266  $2,103   3.6%
Direct lease costs  10,360   11,062   (702)  (6.3%)
                
Cost of sales  13,050   7,663   5,387   70.3%
                
Gross profit  24,774   23,771   1,003   4.2%  47,319   50,603   (3,284)  (6.5%)
                                
Professional and other fees  1,041   1,168   (127)  (10.9%)
Salaries and benefits  9,218   9,141   77   0.8%
General and administrative  729   1,404   (675)  (48.1%)
Selling, general, and administrative  15,053   15,059   (6)  (0.0%)
Depreciation and amortization  16   23   (7)  (30.4%)  112   140   (28)  (20.0%)
Interest and financing costs  1,708   2,283   (575)  (25.2%)  1,484   2,280   (796)  (34.9%)
Operating expenses  12,712   14,019   (1,307)  (9.3%)  16,649   17,479   (830)  (4.7%)
                                
Operating income $12,062  $9,752  $2,310   23.7% $30,670  $33,124  $(2,454)  (7.4%)
                                
Adjusted EBITDA $12,078  $9,775  $2,303   23.6% $31,026  $33,519  $(2,493)  (7.4%)


Net sales: Net sales increased by $0.3$2.1 million, or 0.9%3.6%, to $35.1$60.4 million for the year ended March 31, 20162021. The increase was due to an increase inhigher post contract earnings, portfolio earnings, and other financing revenuerevenues, partially offset by slightly lower fees and other income. The increasegains on several significant transactions in financing revenues was due to both higher post-contract earnings, and higher transactional gains, which were mostly offset by lower portfolio earnings.the prior year. Post-contract earnings increased by $1.6$4.4 million to $11.9$23.8 million due mainlyas compared to higher renewal rentals over the prior year. Transactional gains increased $1.2 million for the year ended March 31, 2016 from $5.9$19.4 million in the prior year due to gain on the sale of equipment at the end of leases. Portfolio earnings increased $1.8 million to $16.5 million, due to increases in sales-type lease earnings and notes receivable earnings over the prior fiscal year. Other financing revenues increased $3.2 million to $5.6 million, compared to the prior year primarily due to higher profit being recognized upon the extension of certain operating leases where the modified leases were determined to be sales-type leases. Transactional gains on an increaseddecreased $7.3 million to $14.5 million compared to the prior year which had a high volume of sales of financing receivables.receivables, particularly with government-related customers. Total proceeds from sales of financing receivables were $223.3$364.0 million and $181.3$593.7 million for the years ended March 31, 20162021, and 2015,2020, respectively. Portfolio earnings decreased $1.9

Cost of sales: Cost of sales, which consists of depreciation expense from operating leases and cost of off-lease equipment sales, increased 70.3%, or $5.4 million, to $15.8$13.1 million for the year ended March 31, 2016 compared to the prior year, mainly due to a decrease in operating lease revenues.

Our total financing receivables and operating leases decreased as of March 31, 2016 to $132.4 million from $143.9 million in the prior year, which was mostly due to a reduction in our holdings of notes receivables that decreased $13.4 million to $43.4 million.

Direct lease costs: Direct lease costs decreased 6.3% or $0.7 million for the year ended March 31, 20162021, as compared to the prior year, due to a decreasean increase in depreciation expense related to a lower volumethe cost of off-lease equipment sales of $4.4 million and increase in operating lease revenues. depreciation of $0.9 million.Gross profit increased $1.0decreased 6.5%, or $3.3 million, or 4.2%to $47.3 million primarily due to higher post contract earningsgains on several significant transactions in the prior year.

Selling, general, and higher transactional gains, partiallyadministrative expenses: Selling, general, and administrative expenses were $15.1 million for both the years ended March 31, 2021 and 2020. Increases in our provision for credit losses of $0.4 million and variable compensation of $0.3 million, were offset by lower portfolio earningsreductions in general and administrative expense of $0.6 million and salaries and benefits of $0.1 million, for the year ended March 31, 2021 as compared to the prior year.

Operating expenses: For the year ended March 31, 2016, operating expenses decreased $1.3 million or 9.3%, primarily due to both lower interest and financing costs and higher reserves for credit losses in the prior year stemming from an increase in our portfolio balance. Professional and other fees decreased by $0.1 million or 10.9% to $1.0 million due to lower outside services fees. Salaries and benefits increased by $0.1 million, or 0.9%, to $9.2 million due to an increase in personnel in the second half of the fiscal year. Our financing segment employed 5434 people as of March 31, 20162021, compared to 5036 employees as of March 31, 2015. General and administrative expenses decreased $0.7 million primarily due2020, a decrease of 5.6%. Certain support functions for the financing segment are outsourced to lower reserves for credit losses and cost control.the technology segment.

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Interest and financing costs: Costs Interest and financing costs decreased $0.6by $0.8 million, or 25.2%34.9%, to $1.7$1.5 million duringfor the year ended March 31, 2016,2021, as compared to $2.3 million during the prior year. Our total notes payable decreasedfor the financing segment increased as of March 31, 2016, and2021, to $56.1 million from $37.8 million for the prior year, although our average balance of notes payable outstanding during the year was lower than during the year ended March 31, 2015.2020. Our weighted average interest rate for our non-recourse notes payable was 3.13%3.35% as of March 31, 20162021, compared to 3.23%3.84% for March 31, 2015.2020.


Segment earnings: As a result of the foregoing, operating income increased $2.3decreased $2.5 million, or 23.7%7.4%, to $12.1$30.7 million for the year ended March 31, 2016 and2021, as compared to the prior year. Adjusted EBITDA increased 23.6%decreased $2.5 million, or 7.4%, to $12.1$31.0 million for the year ended March 31, 2016.2021, as compared to the prior year.


Consolidated


Other income: We reported no otherOther income forand expense during the year ended March 31, 2016 compared to $7.62021, was income of $0.6 million inand included foreign exchange rate gain of $0.5 million and interest income of $0.1 million. Other non-operating income of $0.7 million for the prior year. On October 31, 2014, weyear included $1.0 million from payments received payment in the amount of $6.2 million related to our claim in a class action suit which alleged that a group of companies conspired to fix, raise, maintain or stabilize prices of certain flat panels used in many flat screen televisions, monitors and notebook computers.

In April 2014, we entered into an arrangement to repurchase the rights, title,from distributions from various legal claims and interest to payments due under a financing arrangement. This financing arrangement was previously assigned to a third party financial institution and accounted for as a secured borrowing. In conjunction with the repurchase agreement, we recognized a gainincome of $1.4$0.1 million, partially offset by foreign exchange rate loss of $0.4 million.


Income taxes: Our effective income tax rates for the years ended March 31, 20162021, and 20152020 were 40.9%30.4% and 41.5%28.0%, respectively. The decreaseincrease in our effective income tax rate is primarily due to changes in state apportionment factors.non-deductible executive compensation.


Net earnings: Net earnings were $44.7$74.4 million for the year ended March 31, 2016, a decrease2021, an increase of 2.4%7.7% or $1.1$5.3 million as compared to $45.8$69.1 million in the prior fiscal year,year. The net earnings increase was due primarily to $7.6 millionthe increase in other incomeoperating profits from our technology segment, partially offset by lower financing segment profits and the higher tax rate in the prior year.current year compared to the year ended March 31, 2020.


Basic and fully diluted earnings per common share were $6.17 and $6.09, respectively, for the year ended March 31, 2016.2021, were $5.58 and $5.54, and increased 7.7% and 7.6% over the prior year, respectively. Basic and fully diluted earnings per common share were $6.26$5.18 and $6.19,$5.15, respectively, for the year ended March 31, 2015.2020.


Weighted average common shares outstanding used in the calculation of basic and diluted earnings per common share for the year ended March 31, 2016 were 7.3 million. Weighted average common shares outstanding used in the calculation of basic and diluted earnings per common share for the year ended March 31, 2015 were 7.3 million and 7.4 million, respectively.
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The Year Ended March 31, 2015 Compared to the Year ended March 31, 2014

Technology Segment

The results of operations for our technology segment forboth the years ended March 31, 20152021 and 20142020, were as follows (in thousands):

  Year Ended March 31, 
  2015  2014  Change 
Sales of product and services $1,100,884  $1,013,374  $87,510   8.6%
Fee and other income  7,565   8,037   (472)  (5.9%)
Net sales  1,108,449   1,021,411   87,038   8.5%
Cost of sales, product and services  887,673   827,875   59,798   7.2%
Gross profit  220,776   193,536   27,240   14.1%
                 
Professional and other fees  5,340   7,557   (2,217)  (29.3%)
Salaries and benefits  128,945   113,481   15,464   13.6%
General and administrative  21,127   18,334   2,793   15.2%
Depreciation and amortization  4,310   2,769   1,541   55.7%
Interest and financing costs  96   84   12   14.3%
Operating expenses  159,818   142,225   17,593   12.4%
                
Operating income $60,958  $51,311  $9,647   18.8%
                 
Adjusted EBITDA $65,268  $54,080  $11,188   20.7%

Net sales: Net sales for the year ended March 31, 2015 increased by $87.0 million to $1,108.4 million due to an increase in demand for products and services from our large and middle-market customers. Sales of product and services increased 8.6% due to a 12.5% increase in Adjusted gross billings of product and services to $1.44 billion from $1.28 billion last year, which was offset by a shift in product mix, as a higher proportion of our sales consisted of third party software assurance, maintenance and services, which are presented on a net basis. We had year over year growth in our quarterly sales of product and services for all quarters during the year ended March 31, 2015.

We experienced sequential increases in quarterly sales of product and services during the first three quarters of the year ended March 31, 2015 and a decrease during the fourth quarter. The sequential decrease in net sales for our fourth quarter over the prior quarter is primarily due to changes in customer demand as the IT spending cycle for many of our commercial customers tends to increase towards the end of their fiscal (calendar) years.

The sequential and year over year change in sales of product and services is summarized below:

Quarter Ended Sequential  Year over Year 
March 31, 2015  (13.0%)  3.2%
December 31, 2014  3.2%  15.6%
September 30, 2014  9.7%  9.7%
June 30, 2014  4.8%  5.8%
March 31, 2014  (2.5%)  11.4%
We rely on our vendors or distributors to fulfill a large majority of our shipments to our customers. As of March 31, 2015, we had open orders of $74.913.3 million and deferred revenue of $37.0 million. As of March 31, 2014, we had open orders of $81.4 million and deferred revenues of $23.2 million. The increase of $13.8 million in deferred revenues as of March 31, 2015 over the prior year is due to purchases of equipment that have been invoiced to our customers but had yet to be delivered as of March 31, 2015.
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We analyze sales of products and services by customer end market and by manufacturer, as opposed to discrete product and service categories. The percentage of sales of product and services by industry and vendor is summarized below:

  FY15  FY14  Change
Revenue by customer end market:
           
Technology 19  21  (2%) 
Telecom, Media & Entertainment 18  18  - 
Financial Services 10  11  (1%) 
SLED 22  20  2
Health Care 10  11  (1%) 
Other 21  19  2
Total 100  100    
            
Revenue by vendor :
           
Cisco Systems 49  48  1
Hewlett Packard 8  10  (2%) 
NetApp 7  8  (1%) 
Sub-total 64  66  (2%) 
Other 36  34  2
Total 100  100    

Our revenues by customer end market have remained consistent over the year as approximately 80% of our revenues were generated from customers within the five end markets identified above. In fiscal year 2015 we had an increase in revenues from customers in the SLED industry, offset by decreases in the technology industry. These changes were driven by changes in customer buying cycles and specific IT related initiatives; rather than the acquisition or loss of a customer or set of customers. No customer accounted for more than 10% of our revenues in fiscal year 2015 or 2014.

The majority of our revenues by vendor are derived from Cisco Systems, Hewlett Packard and NetApp, which in total, declined to 64% of our in fiscal year 2015 from 66% last year. This decrease is due to competition and developments in the IT industry. None of the vendors included within other exceeded 3% of total revenues.

Cost of sales, product and services: The 7.2% increase in cost of sales, product and services, was due to the increase in sales of product and services, combined with an increase in margins. Our gross margin on the sale of product and services increased to 19.4% for the year ended March 31, 2015, from 18.3% in the prior year due to an increase in sales of third-party software assurance, maintenance, and services, for which the revenues are presented on a net basis, as well as increases in revenues from our professional and managed service. There was a 0.1% increase in the percentage of vendor incentives earned as a percentage of sales of product and services for the year ended March 31, 2015 compared to the prior year.

There are ongoing changes to the incentive programs offered to us by our vendors. Accordingly, if we are unable to maintain the level of vendor incentives we are currently receiving, gross margins may decrease.

Operating expenses: Total operating expenses of $159.8 million for the year ended March 31, 2015 increased by $17.6 million or 12.4% from the prior year. Professional and other fees decreased $2.2 million, or 29.3%, to $5.3 million, compared to $7.6 million during the prior year due to $1.9 million of fees incurred in the prior period related to a patent infringement litigation.

Salaries and benefits increased $15.5 million or 13.6% to $128.9 million, compared to $113.5 million during the prior year. Approximately 48% of this increase was due to higher variable compensation due to the increase in gross profit, and the remaining increase was due to an increase in the number of employees. Our technology segment had 936 employees as of March 31, 2015, an increase of 57, or 6.5%, from 879 at March 31, 2014, of which 88% of the positions added in the past year relate to sales, marketing, and professional services personnel.

General and administrative expenses increased $4.3 million, or 20.5%, to $25.4 million during the fiscal year ended March 31, 2015 compared to $21.1 million the prior year.
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Depreciation and amortization expense:  The increase in depreciation and amortization expense is primarily due to $1.5 million of additional costs due related to the acquisition of Evolve in August, 2014, the acquisition of AdviStor in November, 2013 and our next generation data center that went live in February, 2014. We also incurred additional expenses due to increases in personnel, including communications, and travel and entertainment expenses.

Segment earnings: As a result of the foregoing, operating income increased $9.6 million, or 18.8%, to $61.0 million and Adjusted EBITDA increased $11.2 million or 20.7% to $65.3 million for the year ended March 31, 2015.

Financing Segment

The results of operations for our financing segment for the years ended March 31, 2015 and 2014 were as follows (in thousands):

  Year Ended March 31, 
  2015  2014  Change 
Financing revenue $34,728  $35,896  $(1,168)  (3.3%)
Fee and other income  105   229   (124)  (54.1%)
Net sales  34,833   36,125   (1,292)  (3.6%)
Direct lease costs  11,062   12,748   (1,686)  (13.2%)
Gross profit  23,771   23,377   394   1.7%
                 
Professional and other fees  1,168   1,484   (316)  (21.3%)
Salaries and benefits  9,141   9,670   (529)  (5.5%)
General and administrative  1,404   1,549   (145)  (9.4%)
Depreciation and amortization  23   23   -   0.0%
Interest and financing costs  2,283   1,864   419   22.5%
Operating expenses  14,019   14,590   (571)  (3.9%)
                 
Operating income $9,752  $8,787  $965   11.0%
                 
Adjusted EBITDA $9,775  $8,810  $965   11.0%

Net sales: Net sales decreased by $1.3 million, or 3.6%, to $34.8 million for the year ended March 31, 2015 due to a decrease in both financing revenue and fee and other income. The decrease in financing revenues was due to lower transactional gains, partially offset by higher post-contract earnings. Transactional gains decreased to $5.9 million for the year ended March 31, 2015 from $8.5 million in the prior year due to lower margins realized on sales of financing receivables. Total proceeds from sales of financing receivables were $181.3 million and $187.2 million for the years ended March 31, 2015 and 2014, respectively. Post-contract earnings increased to $10.3 million for the year ended March 31, 2015 from $8.8 million in the prior year, due to an increase in renewal rent.

Our total financing receivables and operating leases increased slightly as of March 31, 2015 to $143.9 million from $143.7 million in the prior year, which was due to originations during the year, offset by repayments and sales of financial assets.

Direct lease costs: Direct lease costs decreased 13.2% or $1.7 million for the year ended March 31, 2015 as compared to the prior year, due to a decrease in depreciation expense related to a lower volume of operating lease revenues. Gross profit increased $0.4 million due to a reduction in direct lease cost for the year ended March 31, 2015 of $1.7 million principally due to lower depreciation for assets under operating leases compared to the prior year. Lower revenue of $1.3 million mostly offset the decrease in direct lease costs for the year ended March 31, 2015.

Operating expenses: For the year ended March 31, 2015, operating expenses decreased $0.6 million, or 3.9% as decreases in professional fees and salaries and benefits were offset by higher interest and financing costs. Professional and other fees decreased by $0.3 million or 21.3% to $1.2 million due to lower legal fees. Salaries and benefits decreased by $0.5 million, or 5.5%, to $9.1 million due a slight decrease in personnel. Our financing segment employed 50 people as of March 31, 2015 compared to 55 employees as of March 31, 2014. General and administrative expenses decreased $0.1 million primarily due to lower reserves for credit losses.
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Interest and financing costs increased $0.4 million or 22.5% to $2.3 million during the year ended March 31, 2015, as compared to $1.9 million during the prior year. While total notes payable decreased as of March 31, 2015, our average balance of notes payable outstanding during the year was higher due to additional borrowings in the fourth quarter of fiscal year 2014. Our weighted average interest rate for our notes payable was 3.23% as of March 31, 2015 compared to 3.48% for March 31, 2014.

Segment earnings: As a result of the foregoing, both operating income and Adjusted EBITDA increased $1.0 million, or 11.0%, to $9.8 million.

Consolidated

Other income: On October 31, 2014, we received payment in the amount of $6.2 million related to our claim in a class action suit which alleged that a group of companies conspired to fix, raise, maintain or stabilize prices of certain flat panels used in many flat screen televisions, monitors and notebook computers.

In April 2014, we entered into an arrangement to repurchase the rights, title, and interest to payments due under a financing arrangement. This financing arrangement was previously assigned to a third party financial institution and accounted for as a secured borrowing. In conjunction with the repurchase agreement, we recognized a gain of $1.4 million.

Income taxes: Our effective income tax rates for the years ended March 31, 2015 and 2014 were 41.5% and 41.3%, respectively. The increase in effective income tax rate is primarily due to changes in state apportionment factors.

Net earnings: Net earnings were $45.8 million for the year ended March 31, 2015, an increase of 30.0% as compared to $35.3 million in the prior fiscal year.

Basic and fully diluted earnings per common share were $6.26 and $6.19, respectively, for the year ended March 31, 2015. Basic and fully diluted earnings per common share were $4.41 and $4.37, respectively, for the year ended March 31, 2014.

Weighted average common shares outstanding used in the calculation of basic and diluted earnings per common share for the year ended March 31, 2015 were 7.3 million and 7.4 million and for the year ended March 31, 2014 were, 7.9 million and 8.013.4 million, respectively.


LIQUIDITY AND CAPITAL RESOURCES


Liquidity Overview


Our primary sourcessource of liquidity have historically beenfunding is cash and cash equivalents, internally generated funds from operations and borrowings bothwhich are accounted for as non-recourse and recourse.recourse notes payable. We have used 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 subsidiary ePlus Technology, inc., and certain subsidiaries, which are part of our technology segment, finances itsfinance their operations with funds generated from operations, and with a credit facility with Wells Fargo Commercial Distribution Finance, LLC or (“WFCDF”). (f/k/a GE Commercial Distribution Finance LLC). ePlus Technology, inc’s agreement with WFCDF has an aggregate credit limit of $250 million.WFCDF. This facility provides short-term capital for our technology segment. There are two components of thisthe WFCDF credit facility: (1) a floor plan component;component, and (2) an accounts receivable component. After a customer places a purchase order with us and we have completed our credit check, we place an order for the equipment with one of our vendors. Generally, most purchase orders from us to our vendors are first financed under the floor plan component and reflected in “accounts payable—floor plan” in our consolidated balance sheets. Payments on the floor plan component are due on three specified dates each month, generally 30-60 days from the invoice date. On the due date of the invoices financed by the floor plan component, the invoices are paid by the accounts receivable component of the credit facility. The balance of the accounts receivable component is then reduced by payments from our available cash. The outstanding balance under the accounts receivable component is recorded as recourse notes payable on our consolidated balance sheets. There was no outstanding balance at March 31, 2016 or March 31, 2015, while the maximum credit limit was $30.0 million for both periods. The borrowings and repayments under the floor plan component are reflected as “net borrowings on floor plan facility” in the cash flows from financing activities section of our consolidated statements of cash flows.
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Most customer payments in our technology segment are remitted to our lockboxes. Once payments are cleared, the monies in the lockbox accounts are automatically transferred to our operating account on a daily basis. On the due dates of the floor plan component, we make cash payments to WFCDF. These payments from the accounts receivable component to the floor plan component and repayments from our cash are reflected as “net borrowings on floor plan facility” in the cash flows from financing activities section of our consolidated statements of cash flows. We engage in this payment structure in order to minimize our interest expense and bank fees in connection with financing the operations of our technology segment.


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


Our ability to continue to fund our planned growth,expand, both internallyorganically and externally,through acquisitions, is dependent upon our ability to generate sufficientenough cash flow from operations, or to obtain additional funds through equity or debt financing,borrow, or from 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.


The extent of the impact of COVID-19 is uncertain and may impact our liquidity position over the longer term. As credit markets have tightened as a result of COVID-19, we may have difficulty funding our financing transactions with lenders which may result in the use of our cash or a decrease in financing originations.

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Cash Flows


The following table summarizes our sources and uses of cash overfor the periods indicatedyears ended March 31, 2021, and 2020 (in thousands):


 Year Ended March 31,  Year Ended March 31, 
 2016  2015  2014  2021  2020 
Net cash provided by (used in) operating activities $13,382  $13,847  $(8,223) $129,507  $(74,174)
Net cash used in investing activities  (50,179)  (30,592)  (28,797)  (35,756)  (20,339)
Net cash provided by financing activities  55,176   12,820   64,459 
Net cash provided by (used in) financing activities  (49,802)  100,634 
Effect of exchange rate changes on cash  212   (79)  20   (617)  294 
            
Net increase (decrease) in cash and cash equivalents $18,591  $(4,004) $27,459 
Net increase in cash and cash equivalents $43,332  $6,415 


Cash flows from operating activities. Cash provided by

Our operating activities totaled $13.4provided $129.5 million induring the year ended March 31, 2016. Net earnings adjusted for the impact of non-cash items was $54.3 million. Net changes in assets and liabilities resulted in a decrease2021, compared to cash of $40.9using $74.2 million primarily due to cash used for financing receivables of $9.3 million, and additional working capital needs in our technology segment. The change in financing receivables included within cash flows from operations consists of assets financed by our financing segment that were purchased through our technology segment.

Cash provided by operating activities totaled $13.8 million induring the year ended March 31, 2015. Net earnings adjusted2020. The following table provides a breakdown of operating cash flows by segment for the impact of non-cash items was $45.5 million. Net changes in assetsyears end March 31, 2021, and liabilities resulted in a decrease to cash of $31.6 million, primarily due to cash used for financing receivables of $19.6 million, and additional working capital needs in our technology segment. The change in financing receivables included within cash flows from operations consists of assets financed by our financing segment that were purchased through our technology segment.2020 (in thousands):


 Year Ended March 31, 
  2021  2020 
Technology segment $153,332  $(15,812)
Financing segment  (23,825)  (58,362)
Net cash provided by (used in) operating activities $129,507  $(74,174)

Cash used in operating activities totaled $8.2 million inTechnology Segment: During the year ended March 31, 2014. Net earnings adjusted for the impact of non-cash items was $33.7 million. Net changes in assets and liabilities resulted in a decrease to2021, operating cash of $41.9flows provided by our technology segment were $153.3 million primarily due to cash generated from earnings and changes in working capital. Cash used forby the accounts payable – floor plan facility was $34.4 million. Accounts payable – floor plan is a facility used to manage working capital needs and we are required to present changes in this balance as financing receivablesactivity in our consolidated statement of $30.8 million, which iscash flows.

During the year ended March 31, 2020, operating cash flows used by our financingtechnology segment for investmentswas $15.8 million as cash generated from earnings were exceeded by changes in notes receivables and leases, and additional working capital needs in our technology segment.capital. In addition, cash provided by the accounts payable – floor plan facility was $11.3 million.

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In order toTo manage our working capital, we monitor our cash conversion cycle for our Technologytechnology segment, 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 segment:


  As of March 31, 
  2016  2015  2014 
          
Days sales outstanding (1)  56 �� 60   53 
Days inventory outstanding (2)  7   8   7 
Days payable outstanding (3)  (45)  (45)  (41)
Cash conversion cycle  18   23   19 
 As of March 31, 
  2021  2020 
       
(DSO) Days sales outstanding (1)  69   71 
(DIO) Days inventory outstanding (2)  15   11 
(DPO) Days payable outstanding (3)  (47)  (45)
Cash conversion cycle  37   37 


(1)Represents the rolling three-month average of the balance of trade accounts receivable-trade, net for our Technology segment at the end of the period divided by Adjusted gross billings of product and services for the same three-month period.

(2)Represents the rolling three-month average of the balance of inventory, net for our Technology segment at the end of the period divided by Costcost of adjustedAdjusted gross billings of product and services 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 segment at the end of the period divided by Costcost of adjustedAdjusted gross billings, product and services for the same three-month period.


Our standard payment term for customers is between 30-60 days; however, certain customers or orders may be approved for extended payment terms. Our DSOs for the quarters ended March 31, 2021 and 2020 were greater than our standard payment terms primarily due to a significant proportion of sales in those quarters to customers with payment terms greater than or equal to net 60 days. Invoices processed through our 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 days from the invoice date.


Our cash conversion cycle decreased to 18remained at 37 days atfor March 31, 2016,2021 compared to 2337 days atfor March 31, 2015, primarily driven2020 as a 4 day increase in DIO was offset by a 2 day decrease in DSO. Our DSO as of March 31, 2016 was impacted by an increase in Adjusted gross billings of product and services of 17.4% over the prior year’s fourth quarter, while the average accounts receivable trade balance only increased 9.4% for the same period. The remaining decrease in our DSO was due to timing of collections.

Our cash conversion cycle increased to 23 days at March 31, 2015, compared to 19 days at March 31, 2014, primarily driven by an increase in DSO, which was partially offset by an increase in DPO. Our DSO as of March 31, 2015 was negatively impacted by an increase in deferred revenues, which was due to certain equipment orders for which delivery had not occurred as of March 31, 2015. The remaining increase in our DSO was due to timing of collections. Thea 2 day increase in DPO wasfrom March 31, 2020 to March 2021.

Financing Segment: During the year ended March 31, 2021, our financing segment used $23.8 million from operating activities, primarily due to an increase in the average balanceissuance of invoices processed throughnew financing receivables.

During the year ended March 31, 2020, our credit facility.financing segment used $58.4 million from operating activities, primarily due to the issuance of new financing receivables.


Cash flows related to investing activities. Cash used in investing activities was $50.2 million during

During the year ended March 31, 2016, primarily due to net issuances2021, we used $35.8 million from investing activities, consisting of financing receivables$27.0 million for our acquisition of $14.6SMP and $11.5 million for purchases of property, equipment and operating lease equipment, and assets to be leased of $25.9 million and cash used in acquisitions, net of cash acquired of $16.6 million, partially offset by $2.8 million of proceeds from the sale of property, equipment, and operating lease equipment of $6.9 million. The net issuance of financing receivables included within cash flows from investing activities consists of assets financed by our financing segment that were purchased from third party vendors.equipment.


Cash used in investing activities was $30.6 million duringDuring the year ended March 31, 2015, primarily due to net issuances2020, we used $20.3 million from investing activities, consisting of financing receivables of $21.7$15.0 million for acquisitions and $7.0 million for purchases of property, equipment and operating lease equipment, and assets to be leased of $11.9 million and cash used in acquisitions, net of cash acquired of $8.1 million, partially offset by $1.7 million of proceeds from the sale of property, equipment, and operating lease equipment of $8.6 million and maturities of supplemental benefit plan investments of $2.5 million. The net issuance of financing receivables included within cashequipment.

Cash flows from investingfinancing activities consists of assets financed by our financing segment that were purchased from third party vendors.


Cash used in investing activities was $28.8 million duringDuring the year ended March 31, 2014, primarily due to net issuances of notes receivable of $20.02021, we used $49.8 million purchases of property, equipment, and operating lease equipment, and assets to be leased of $15.4 million and cash used in acquisitions, net of cash acquired of $2.8 million, partially offset by proceeds from sale of property, equipment, and operating lease equipment of $4.1 million.

Cash flows from financing activities. Cash provided by financing activities was $55.2activities. We had net repayments on the accounts receivable component of our credit facility of $35.0 million, for the year ended March 31, 2016, drivenoffset by net borrowings of non-recourse and recourse notes payable of $44.6$27.1 million by our financing segment. Contributing to cash outflows was net repayments on floor plan facility of $34.4 million, repurchase of common stock of $6.9 million, and payments to payoff contingent consideration agreements and hold backs from prior fiscal year acquisitions of $0.6 million.


CashDuring the year ended March 31, 2020, cash provided by financing activities was $12.8$100.6 million, for the year ended March 31, 2015, driven byconsisting of net borrowings of non-recourse and recourse notes payable of $50.5 million. This cash provided$74.5 million by our financing activities is partiallysegment, net borrowings on the accounts receivable component of our credit facility of $35.0 million, net borrowings on floor plan facility of $11.3 million, and offset by repurchases$14.4 million in repurchase of common stock and $5.8 million in payments of $37.7 million.contingent consideration for acquisitions.

Cash provided bynon-recourse and recourse notes payable primarily arises from our financing activities was $64.5 millionsegment when we transfer contractual payments due to us under financing agreements to third-party financial institutions. When the transfers do not meet the requirements for a sale, the year ended March 31, 2014, driven by netproceeds paid to us represent borrowings of non-recourse and recourse notes payable of $49.3 million and net borrowings on the floor plan facility of $27.2 million. This cash provided by financing activities is partially offset by repurchases of common stock of $13.2 million.payable.


Non-Cash Activities


We assigntransfer contractual payments due to us under lease and financing agreements to third-party financial institutions, which are accounted for as non-recourse notes payable.institutions. As a condition to the assignment agreement,of these agreements, certain financial institutions may request that the customer remit their contractual payments to a trust;trust, rather than to us, and the trust pays the financial institution. Alternatively, if the structure of the agreement does not require a trustee, the customer will continue to make payments to us, and we will remit the payment to the financial institution. The economic impact to us under either assignment structure is similar, in that the assigned contractual payments are paid by the customer and remitted to the lender to pay down the corresponding non-recourse notes payable.lender. However, thesewhen our customer makes payments through a trust, such payments represent non-cash transactions. Also, in certain assignment structures are classified differently within our consolidated statements of cash flows. More specifically,agreements, we are required to exclude non-cash transactions from our consolidated statement of cash flows, so certain contractual payments made by the customer to the trust are excluded from our operating cash receipts and the corresponding repayment of the non-recourse notes payable from the trust tomay direct the third-party financial institution are excludedto pay some of the proceeds from our cash flows from financing activities. Contractual payments received by the trust and paidassignment directly to the lender on our behalf are disclosed as a non-cash financing activity.

Liquidity and Capital Resources

We may utilize non-recourse notes payable to finance approximately 80% to 100% of the purchase price ofvendor or vendors that have supplied the assets being leased and or financed by our customers. Any balancefinanced. In these situations, the portion of the purchase price remaining afterproceeds paid directly to our vendors are non-cash transactions.

Secured borrowings – Financing segment

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 fundingnotes 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 any upfront payments received fromreleases 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, (our equity investment inis against the equipment) must generally be financed by cash flows from our operations,customer and the sale of thespecific equipment leased to third parties, or other internal means. Althoughunder 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.

The financing necessary As a result of COVID-19, credit markets have tightened. Our lenders are more discerning and are taking longer to support our leaseapprove transactions. In addition, certain lenders have narrowed their demand to certain types of transactions and/or credit quality and financing activities has been provided by our cash and non-recourse borrowings. We monitor our exposure closely. Historically,excluding others. For example, some lenders have declined transactions that have longer terms or transactions with certain market segments. Therefore, we have obtained mostly non-recourse borrowings from third party banks and finance companies. We continue tomay no longer be able to obtain financing throughtransfer certain receivables to financial institutions which may result in investing our traditional lending sources. Non-recourse financings are loans whose repayment iscapital or declining the responsibility of a specific customer, although we may make representations and warranties to the lender regarding the specific contract or have ongoing loan servicing obligations. Under a non-recourse loan, we borrow from a lender an amount based on the present value of the contractually committed lease payments under the lease at a fixed rate of interest, and the lender secures a lien on the financed assets. When the lender is fully repaid from the lease payments, the lien is released and all further rental or sale proceeds are ours. We are not liable for the repayment of non-recourse loans unless we breachtransaction.

Credit facility — Technology segment

Within our representations and warranties in the loan agreements. The lender assumes the credit risk of each lease, and the lender’s only recourse, upon default by the lessee, is against the lessee and the specific equipment under lease.

At March 31, 2016, our non-recourse notes payable portfolio decreased 16.6% to $44.1 million, as compared to $52.9 million at March 31, 2015. Our recourse notes payable decreased 9.4% to $3.3 million as of March 31, 2016, compared to $3.7 million as of March 31, 2015.

Whenever desirable, we arrange for equity investment financing, which includes selling lease payments, including the residual portions, to third parties and financing the equity investment on a non-recourse basis. We generally retain customer control and operational services, and have minimal residual risk. We usually reserve the right to share in remarketing proceeds of the equipment on a subordinated basis after the investor has received an agreed-to return on its investment.

Credit Facility — Technology

Our subsidiary, ePlustechnology segment, ePlus Technology, inc., hasand certain of its subsidiaries have a financing facility from WFCDF to finance itstheir working capital requirements for inventories and accounts receivable. There are two components of this facility: (1) a floor plan component; and (2) an accounts receivable component. This facility has full recourse to ePlus Technology, inc. and is secured by a blanket lien against all its assets, such as chattel paper, receivables and inventory. As of

On March 31, 2016,2020, we executed an additional amendment to the WFCDF credit facility had anthat temporarily increased the aggregate limit of the two components offrom $250.0 million with anto $300.0 million through May 5, 2020. Similarly, the amendment temporarily increased the limit on the accounts receivable sub-limitcomponent of $30.0 million.the WFCDF credit facility to $75.0 million through April 14, 2020.

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Availability under the facility may be limited bytwo components, except during a temporary uplift, to $275.0 million. Additionally, we have an election to temporarily increase the asset valueaggregate limit to $350.0 million for a period of equipment we purchase ornot less than 30 days, provided that all such periods shall not exceed 150 days in the aggregate in any calendar year. Further, the amendment increased the limit on the accounts receivable and may be further limited by certain covenants and terms and conditionscomponent of the facility. These covenants include but are not limitedWFCDF credit facility to a minimum excess availability$100.0 million, changed the interest rate to two percent (2.00%) plus the greater of the facilityone month LIBOR or seventy-five hundredths of one percent (0.75%), and minimum earnings before interest, taxes, depreciation and amortization of ePlusmodified certain restrictions on ePlus Technology, inc. We were in compliance with these covenants as’s ability to pay dividends to ePlus inc.

As of March 31, 2016. Interest on2021, the limit of the two components of the credit facility was $275 million, and the accounts receivable component had a sub-limit of $100 million. Our borrowing availability under the credit facility varies based upon the value of the receivables and inventory of ePlus Technology, inc. and certain of its subsidiaries.

The WFCDF credit facility is assessed atsecured by the assets of ePlus Technology, inc. and certain of its subsidiaries. Additionally, the credit facility requires a rateguaranty of $10.5 million by ePlus inc.

The credit facility restricts the One Month LIBOR plus twoability of ePlus Technology, inc. and one half percent ifcertain of its subsidiaries to pay dividends to ePlus inc. unless their available borrowing meets certain thresholds. As of March 31, 2021, their available borrowing met the payments are not made on the three specified dates each month. threshold such that there were no restricted net assets of ePlus Technology, inc.

The credit facility also requires that financial statements of ePlusePlus Technology, inc. and certain of its subsidiaries be provided within 45 days of each quarter and 90 days of each fiscal year end and also requires that other operational reports be provided on a regular basis. Either party may terminate the facility with 90 daysdays’ advance written notice.

We are not, and do not believe that we are reasonably likely to be, in breach of the WFCDF credit facility. In addition, we do not believe that the covenants of the WFCDF credit facility materially limit our ability to undertake financing. In this regard, the covenants apply only to our subsidiary, ePlus Technology, inc. This credit facility is secured by the assets of only ePlus Technology, inc. and the guaranty as described below.

The facility provided by WFCDF requires a guaranty of $10.5 million by ePlus inc. The guaranty requires ePlus inc. to deliver its annual audited financial statements by a certain date. We have delivered the annual audited financial statements for the year ended March 31, 2015, as required. The loss of the WFCDF credit facility, including during circumstances related to COVID-19, could have a material adverse effect on our future results as we currently rely on this facility and its components for daily working capital and liquidity for our technology segment and as an operational function of our accounts payable process.


Floor Plan Componentplan component


The traditional businessAfter a customer places a purchase order with us and after we have completed our credit review of ePlus Technology, inc. as a sellerthe customer, we place an order for the equipment with one of computer technology, related peripherals and software products, is in partour vendors. Generally, most purchase orders from us to our vendors are first financed through aunder the floor plan component and reflected in which interest expense for the first thirty to sixty days, in general, is not charged. The floor plan liabilities are recorded as accounts“accounts payable—floor plan onplan” in our consolidated balance sheets, as theysheets.

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Payments on the floor plan component are normally repaiddue on three specified dates each month, generally 30-60 days from the invoice date. In addition, certain suppliers have temporarily extended their repayment terms to us due to COVID-19. Most customer payments in our technology segment are remitted to our lockboxes. Once payments are cleared, the monies in the lockbox accounts are automatically and daily transferred to our operating account. On the due dates of the floor plan component, we make cash payments to WFCDF.

Our borrowings and repayments under the floor plan component are included in “net borrowings (repayments) on floor plan facility” within cash flows from the fifteen to sixty-day time frame and represent assigned accounts payable originally generated with the manufacturer/distributor. In some cases we are able to pay invoices early and receive a discount, but if the fifteen to sixty-day obligation is not paid timely, interest is then assessed at stated contractual rates.financing activities in our consolidated statements of cash flows.


The respective floor plan component credit limits and actual outstanding balance payables for the dates indicated were as follows (in thousands):

Maximum Credit Limit
at March 31, 2016
  
Balance as of
March 31, 2016
  
Maximum Credit Limit
at March 31,2015
  
Balance as of
March 31, 2015
 
Maximum Credit Limit
at March 31, 2021
Maximum Credit Limit
at March 31, 2021
  
Balance as of
March 31, 2021
  
Maximum Credit Limit
at March 31, 2020
  
Balance as of
March 31, 2020
 
$250,000  $121,893  $225,000  $99,418 275,000  $98,653  $300,000  $127,416 


Accounts Receivable Componentreceivable component


Included within the credit facility, ePlusePlus Technology, inc. hasand certain of its subsidiaries have an accounts receivable component fromincluded within the WFCDF credit facility, which has a revolving line of credit. On the due date of the invoices financed by the floor plan component, the invoices are paid by the accounts receivable component of the credit facility. The balance of the accounts receivable component is then reduced by payments from our available cash. The outstanding balance under the accounts receivable component is recorded as recourse notes payable on our consolidated balance sheets. There was no balance outstanding for

Our borrowings and repayments under the accounts receivable component atare 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 March 31, 2016 or March 31, 2015, while2021, we did not have any outstanding balance under the accounts receivable component of the WFCDF credit facility. The maximum credit limit under this facility was $30.0$100.0 million. As of March 31, 2020, we had $35.0 million for both periods.outstanding under the accounts receivable component of the WFCDF credit facility and a maximum credit limit of $75.0 million. We may from time to time maintain a balance on the accounts receivable component to assist in mitigating risk arising from COVID-19.


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 the amount of 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 as defined in Item 303(a)(4)(ii) of Regulation S-K or other contractually narrow or limited purposes. As of March 31, 20162021, and 2015,2020, we were not involved in any unconsolidated special purpose entity transactions.
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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 forces. We may also start offices or warehouses in new geographic areas, which may require a significant investment of cash. We may also acquire technology companies to expand and enhance the platform of bundled solutions to provide additional functionality and value-added services. As a result, we may require additional financing to fund our strategy, implementation and potential future acquisitions, which may include additional debt and equity financing. The impacts of COVID-19 may limit or eliminate our access to capital. While the future is uncertain, we do not believe our credit facility will be terminated by the lender or us. Our lending partners in our financial segment have tightened credit availability and are more discerning in their approval process. However, currently we have funding resources available for our transactions.


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Inflation


For the periods presented herein, inflation has been relatively low, and we believe that inflation has not had a material effect on our results of operations.


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, major customers or vendors of ours.


Our quarterly results of operations are susceptible to fluctuations for a number of reasons, including, but not limited to the worldwide impacts from COVID-19, currency fluctuations, reduction in IT spending, 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, pricing discounts offered by manufacturers at their year ends, and other factors. Quarterly operating results could also fluctuate as a result of our sale of equipment in our lease portfolio at the expiration of a lease term or prior to such expiration, to a lessee or to a third partythird-party 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 2015 Annual Report.Factors” herein.


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.


Contractual Obligations


The impact that ourOur estimated future undiscounted payments under contractual obligations that existed as of March 31, 2016 are expected to have on our liquidity and cash flow in future periods is as follows2021 (in thousands):


    Payments Due by Period     Payments Due by Period 
 Total  1 year  Years 2 & 3  Years 4 & 5  More than 5 years  Total  Less than 1 year  1-3 years  3-5 years  More than 5 years 
                              
Recourse & non-recourse notes payable (1) $47,422  $28,330  $17,555  $1,537  $- 
Interest payments on recourse and non-recourse notes payable  1,724   1,148   525   51   - 
Non-recourse notes payable (1) $56,520  $50,709  $5,169  $642  $- 
Recourse notes payable  19,158   5,577   13,581   -   - 
Operating lease obligations  10,808   4,207   5,268   1,333   -   9,413   4,006   4,489   918   - 
Hosted software  8,054   2,840   3,765   1,449   - 
Total $59,954  $33,685  $23,348  $2,921  $-  $93,145  $63,132  $27,004  $3,009  $- 


(1)Payments reflected principal amounts related to the recourse and non-recourse notes payable.
(1) Our customers are responsible for repaying the debt from a secured borrowing accounted for as non-recourse debt. The lender assumes the credit risk and generally their only recourse, upon default by the customer, is against the customer and the specific equipment under lease.

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Our cash flow may be adversely affected by the risks related to COVID-19 pandemic, which may result in delays in the collections of our accounts receivables or non-payment.

Although a substantial portion of our liabilities are non-recourse, fixed-interest-rate instruments, we utilize our lines of credit and other financing facilities which are subject to fluctuations in short-term interest rates. These non-recourse instruments, which are denominated in U.S.US dollars, were entered into for other than trading purposes and, with the exception ofexcept for amounts drawn under the WFCDF facility, 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. Our financing transactions are funded with our cash flows, not debt, and may be 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 facility bear interest at a market-based variable rate. As of March 31, 2016,2021, the aggregate fair value of our recourse and non-recourse borrowings approximated their carrying value.


In December 2015, we purchased 100% of the stock of IGXGlobal UK, Ltd, a company formed and operatedWe have transactions in the United Kingdom with a functional currency offoreign currencies, primarily in British Pounds. In addition, the company also transacts inPounds, Euros, and U. S. Dollars.Indian Rupees. There is a potential for exposure to fluctuations in foreign currency rates resulting primarily from the translation exposure associated with the preparation of our consolidated financial statements. In addition, we have foreign currency exposure when transactions are not denominated in theour subsidiary’s functional currency. To date, our United Kingdomforeign operations are insignificant in relation to total consolidated operations and we believe that potential fluctuations in currency exchange rates will not have a material effect on our financial position.


Brexit could impact revenue items, cost items, tax, goodwill impairments liquidity, and foreign currency exposure, among others. We have determined that our foreign currency exposure for our UK operations is insignificant in relation to total consolidated operations and we believe those potential fluctuations in currency exchange rates and other Brexit-related economic and operational risks will not have a material effect on our results of operations and financial position.

We evaluate Brexit-related developments on a regular basis to determine if such developments are anticipated to have a material impact on our results on operations and financial position.

We lease assets in foreign countries, including Canada, the UK and Iceland.several other European countries. As such,a lessor, we have entered into lease contracts and non-recourse, fixed-interest-rate financing denominated in Canadian dollars and in Icelandic krona. In our fiscal year beginning April 1, 2016, we began entering in financing transactions and non-recourse, fixed-interest-rate financingassets for amounts denominated in British Pounds, in the United Kingdom. To date,Euros, and Canadian dollars. As our foreign operations have been insignificant andsmaller compared to our domestic operations, we believe that potential fluctuations in currency exchange rates will not have a material effect on our financial position.


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


See the consolidated financial statements and schedules listed in the accompanying “Index to Financial Statements and Schedules.”


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


ITEM 9A.CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


AsThe Company's management, with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company's disclosure controls and procedures, or “disclosure controls”, as of the end of the period covered by this report, 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,” report. as defined in Exchange Act Rule 13a-15(e). Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K annual report, is recorded, processed, summarized and reported within the time periods specified in the U.S.US Securities and Exchange Commission’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls include some, but not all, components of our internal control over financial reporting.


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Based on the evaluation described above, the Chief Executive OfficerCEO and Chief Financial OfficerCFO concluded that disclosure controls and procedures as of March 31, 20162021, were effective in ensuring information required to be disclosed in our SEC reports was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to our management, including our Chief Executive OfficerCEO and Chief Financial Officer,CFO, as appropriate, to allow timely decisions regarding required disclosure.
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Management’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.


Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.


Our management performed an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2016,2021, utilizing the criteria described in the “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The objective of this assessment was to determine whether our internal control over financial reporting was effective as of March 31, 2016.2021.


Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management determined that, as of March 31, 2016,2021, the Company maintained effective internal control over financial reporting.


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


Changes in Internal Control Over Financial Reporting


There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended March 31, 2016,2021, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Limitations on the Effectiveness of Controls


Our management, including our CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system cannot provide absolute assurance due to its inherent limitations; 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.


ITEM 9B.OTHER INFORMATION


None.

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PART III


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


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Information about our directors may be found under the caption “Proposals – Proposal“Proposal 1 – Election of Directors” in our Proxy Statement for the 20162021 Annual Meeting of Stockholders (the “Proxy Statement”). The information in the Proxy Statement set forth under the captions of “Section 16 (a) Beneficial Ownership Reporting Compliance, Related Person Transactions“Corporate Governance – Code of Conduct” and Indemnification”, “Committees of the“- Board of Directors” and “Corporate Governance”Committees” is incorporated herein by reference.


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


Code of Ethics


We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and our Board. The Code of Conduct is available on our website at www.ePlus.com/ethicswww.eplus.com/investors/corporate-governance-legal/code-of-conduct. We will disclose on our website any amendments to or waivers from any provision of the Code of Conduct that applies to any of the directors or executive officers.


ITEM 11.EXECUTIVE COMPENSATION


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


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The information in the Proxy Statement set forth under the captions “Executive Compensation – Equity“Equity Compensation Plan Information,” “Security Ownership of Certain Beneficial Owners”Information” and “Security Ownership by Management”“Stock Ownership” is incorporated herein by reference.


ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information in the Proxy Statement set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,“Corporate Governance - Related Person TransactionsTransactions” and Indemnification” and “Corporate Governance”“Independence of Our Board of Directors” is incorporated herein by reference.


ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES


The information in the Proxy Statement set forth under the caption “Proposals – Proposal“Proposal 3 – Ratification of the appointmentSelection of Deloitte and& Touche LLP as our independent auditorsIndependent Registered Public Accounting Firm for our fiscal year endingFiscal Year Ending March 31, 2017”2022” is incorporated herein by reference.

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PART IV


ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)(1) Financial Statements


The consolidated financial statements listed in the accompanying Index to Financial Statements and Schedules are filed as a part of this report and incorporated herein by reference.


(a)(2) Financial Statement Schedule


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


(a)(3) Exhibit List


Exhibits 10.2 through 10.1610.10 and 10.36 through 10.38 are management contracts or compensatory plans or arrangements.

Exhibit
No.
Exhibit Description
  
ePlusePlus inc. Amended and Restated Certificate of Incorporation, filed on September 19, 2008 (Incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2008).
  
Amended and Restated Bylaws of ePlus ePlus inc. as amended February 17, 201615, 2018 (Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 19, 2016)20, 2018).
  
4Specimen Certificate of Common Stock (Incorporated herein by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-11737) originally filed on September 11, 1996).
  
10.1Description of ePlus inc.'s securities (Incorporated herein by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended March 31, 2019).
Form of Indemnification Agreement entered into by and between ePlusePlus and its directors and officers (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 19,August 23, 2016).
10.2
Employment Agreement dated September 27, 2011, by and between ePlus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 28, 2011).
10.3
Amendment No. 1 to Employment Agreement effective August 1, 2012 by and between ePlus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on August 3, 2012).
10.4
Amendment No. 2 to Employment Agreement effective July 1, 2013, by and between ePlus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 20, 2013).
10.5
Amendment No. 3 to Employment Agreement dated February 14, 2014, by and between ePlus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 18, 2014).
10.6Amendment No. 4 to Employment Agreement dated June 9, 2015, by and between ePlus inc. and Phillip G. Norton (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 15, 2015).
  
10.7
Amended and Restated Employment Agreement effective August 1, 2013,September 6, 2017, by and between ePlusePlus inc. and Mark P. Marron (Incorporated herein by reference to Exhibit 10.1 to our CurrentQuarterly Report on Form 8-K filed on August 2, 2013)10-Q for the period ended December 31, 2017).
  
10.8
Amendment No. 1#1, effective July 16, 2018,  to Amended and Restated Employment Agreement effective June 9, 2015,September 6, 2017, by and between ePlusePlus inc. and Mark P. Marron (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 15, 2015)July 18, 2018).
48

10.9
Amendment #2, effective November 14, 2019, to Amended and Restated Employment Agreement effective August 1, 2013,September 6, 2017, by and between ePlusePlus inc. and Steven J. MencariniMark P. Marron (Incorporated herein by reference to Exhibit 10.410.2 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).
Amended and Restated Employment Agreement effective September 6, 2017, by and between ePlus inc. and Elaine D. Marion (Incorporated herein by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended December 31, 2017).
Amendment #1, effective November 14, 2019, to Amended and Restated Employment Agreement, effective September 6, 2017, by and between ePlus inc. and Elaine D. Marion (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).
2017 Non-Employee Director Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 2, 2013)September 14, 2017).
  
10.10
Amended and Restated Employment Agreement effective August 1, 2013, by and between ePlus ePlus inc. and Elaine D. Marion2012 Employee Long-term Incentive Plan (updated to reflect stock split effected March 31, 2017) (Incorporated herein by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015).
10.11
Amendment No. 1 to Amended and Restated Employment Agreement effective June 9, 2015, by and between ePlus inc. and Elaine D. Marion (Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 15, 2015).
10.122008 Non-Employee Director Long-Term Incentive Plan as amended (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, for the period ended December 31, 2012)2017).
  
10.13
ePlus inc. Executive Incentive Plan effective April 1, 2011 (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 3, 2011).
10.14
ePlus inc. 2012 Employee Long-term Incentive Plan (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2012).
10.15
Form of Award Agreement – Restricted Stock Agreement (for awards granted under and subject to the provisions of the ePlusePlus inc. 2012 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.24 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014)2013).

48


10.16
Form of Award Agreement – Restricted Stock Unit Award Agreement (for awards granted under and subject to the provisions of the ePlus inc. 2012 Employee Long-Term Incentive Plan) (Incorporated herein by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014)2013).
  
10.17
Limited Guaranty dated June 24, 2004 by and between GE Commercial Distribution Finance Corporation and ePlus inc. (Incorporated herein by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on November 17, 2005).
  
10.18
Collateralized Guaranty, dated March 30, 2004, by and between GE Commercial Distribution Finance Corporation and ePlus Group, inc. (Incorporated herein by reference to Exhibit 10.11 to our Current Report on Form 8-K filed on November 17, 2005).
  
10.19
Amendment to Collateralized Guaranty, dated November 14, 2005, by and between GE Commercial Distribution Finance Corporation and ePlus Group, inc. (Incorporated herein by reference to Exhibit 10.12 to our Current Report on Form 8-K filed on November 17, 2005).
  
10.20
Amended and Restated Business Financing Agreement, dated July 23, 2012, by and between General Electric Commercial Distribution Finance and ePlus Technology, inc. (Incorporated by reference to Exhibit 10.110.2 to our Current Report on Form 8-K filed on July 26, 2012).
  
10.21
Amendment No. 1, dated July 31, 2014, to Amended and Restated Business Financing Agreement by and between General Electric Commercial Distribution Finance and ePlus Technology, inc. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2014).
  
10.22
Amendment No. 2, dated July 24, 2015, to Amended and Restated Business Financing Agreement by and between General Electric Commercial Distribution Finance and ePlus Technology, inc. (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 30, 2015).
  
10.23
Amendment No. 3, dated October 20, 2015, to Amended and Restated Business Financing Agreement by and among ePlusePlus Technology, inc. and its subsidiary ePlusePlus Technology Services, inc. and GE Commercial Distribution Finance Corporation (Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2015).
  
Amendment No. 4, dated July 28, 2016, to Amended and Restated Business Financing Agreement by and among ePlus Technology, inc. and its subsidiary ePlus Technology Services, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 1, 2016).
Amendment No. 5, dated July 27, 2017, to Amended and Restated Business Financing Agreement by and between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 3, 2017).
Amendment No. 6, dated February 15, 2018, to Amended and Restated Business Financing Agreement by and between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2018).
Amendment No. 7, dated January 15, 2019, to Amended and Restated Business Financing Agreement between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 18, 2019).
Amendment No. 8, dated November 12, 2019, to Amended and Restated Business Financing Agreement between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC.  (Incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).
Amendment No. 9, dated March 31, 2020, to Amended and Restated Business Financing Agreement between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC.  (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on  April 3, 2020).

49


Amendment No. 10, dated May 18, 2020, to Amended and Restated Business Financing Agreement between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC.  (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 21, 2020).
Amended and Restated Agreement for Wholesale Financing, dated July 23, 2012, by and between General Electric Commercial Distribution Finance and ePlus Technology, inc. (Incorporated by reference to Exhibit 10.210.1 to our Current Report on Form 8-K filed on July 26, 2012).
49

10.25
Amendment No. 1, dated July 31, 2014, to Amended and Restated Agreement for Wholesale Financing by and between General Electric Commercial Distribution Finance and ePlus Technology, inc. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2014).
  
10.26
Amendment No. 2, dated July 24, 2015, to Amended and Restated Agreement for Wholesale Financing by and between General Electric Commercial Distribution Finance and ePlus Technology, inc. (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 30, 2015).
  
10.27
Amendment No. 3, dated October 20, 2015, to Amended and Restated Agreement for Wholesale Financing by and among ePlusePlus Technology, inc. and its subsidiary ePlusePlus Technology Services, inc. and GE Commercial Distribution Finance Corporation (Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2015).
  
10.28
Deed of LeaseAmendment No. 4, dated July 28, 2016, to Amended and Restated Agreement for Wholesale Financing by and between among ePlus Technology, inc. and Norton Building I,its subsidiary ePlus Technology Services, inc. and Wells Fargo Commercial Distribution Finance, LLC dated as of December 23, 2004(f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 27, 2004)August 1, 2016).
  
10.29
Amendment #1No. 5, dated July 27, 2017, to Deed of LeaseAmended and Restated Agreement for Wholesale Financing by and between ePlus Technology, inc. and Norton Building I,Wells Fargo Commercial Distribution Finance, LLC dated as of July 1, 2007 (Incorporated herein by reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014).
10.30
Amendment #2 to Deed of Lease by and between ePlus inc. and Norton Building I, LLC, dated as of June 18, 2009(f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2009)August 3, 2017).
  
Amendment #3No. 6, dated February 15, 2018, to Deed of LeaseAmended and Restated Agreement for Wholesale Financing by and between ePlus Technology, inc. and Norton Building I,Wells Fargo Commercial Distribution Finance, LLC dated as of June 22, 2010(f/k/a GE Commercial Distribution Finance Corporation) (Incorporated herein by reference to Exhibit 10.110.20 to our QuarterlyAnnual Report onof Form 10-Q10-K for the periodfiscal year ended June 30, 2010)March 31, 2018).
  
Amendment #4No. 7, dated January 15, 2019, to Deed of Lease byAmended and Restated Agreement for Wholesale Financing between ePlusePlus Technology, inc. and H/F Techpointe,Wells Fargo Commercial Distribution Finance, LLC dated as of March 4, 2014 (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 6, 2014)on January 18, 2019).
  
12Ratio of EarningsAmendment No. 8, dated November 12, 2019, to Fixed ChargesAmended and Restated Agreement for Wholesale Financing between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC.  (Incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019).
  
Amendment No. 9, dated March 31, 2020, to Amended and Restated Agreement for Wholesale Financing between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC. (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on  April 3, 2020).
Amendment No. 10, dated May 18, 2020, to Amended and Restated Agreement for Wholesale Financing between ePlus Technology, inc. and Wells Fargo Commercial Distribution Finance, LLC. (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 21, 2020).
Employment Agreement, effective May 7, 2018, by and between ePlus inc. and Darren S. Raiguel.  (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 9, 2018).


Amendment No. 1, effective November 14, 2019, to Amended and Restated Employment Agreement, effective May 7, 2018, by and between ePlus inc. and Darren S Raiguel.  (Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 10-Q filed on February 6, 2020).
ePlus inc. Cash Incentive Plan, effective April 1, 2018, (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 18, 2018).
Subsidiaries of ePlus inc.
  
Consent of Independent Registered Public Accounting Firm.
  
Certification of the Chief Executive Officer of ePlusePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
  
Certification of the Chief Financial Officer of ePlusePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
  
Certification of the Chief Executive Officer and Chief Financial Officer of ePlusePlus inc. pursuant to 18 U.S.C. § 1350.
50

 
101.INSXBRL Instance Document
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in  Exhibit 101).

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


(c) See Item 15(a)(1) and 15(a)(2) above.

ITEM 16.FORM 10-K SUMMARY

None.

51

SIGNATURES


Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


ePlus inc.
  
 
/s/ PHILLIP G. NORTON
MARK P. MARRON
 By: Phillip G. Norton, Chairman of the Board,Mark P. Marron
 President and Chief Executive Officer and President
 Date: May 25, 201620, 2021


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ PHILLIP G. NORTON
MARK P. MARRON
 By: Phillip G. Norton, Chairman of the Board,Mark P. Marron
 
President, Chief Executive Officer,
President, and Director
(Principal Executive Officer)
 Date: May 25, 201620, 2021
  
 
/s/ ELAINE D. MARION
 By: Elaine D. Marion, Chief Financial Officer
 (Principal Financial and Accounting Officer)
 Date: May 25, 201620, 2021
  
 
/s/ BRUCE M. BOWEN
By: Bruce M. Bowen, Director
 Date: May 25, 201620, 2021
  
 
/s/ JOHN E. CALLIES
 By: John E. Callies, Director
 Date: May 25, 201620, 2021
  
 
/s/ C. THOMAS FAULDERS, III
 By: C. Thomas Faulders, III, DirectorChairman
 Date: May 25, 201620, 2021
  
 
/s/ LAWRENCE S. HERMAN
By: Lawrence S. Herman, Director
Date: May 25, 2016
/s/ ERIC D. HOVDE
 By: Eric D. Hovde, Director
 Date: May 25, 201620, 2021
  
 
/s/ IRA A. HUNT
 By: Ira A. Hunt, Director
 Date: May 25, 201620, 2021
  
 
/s/ TERRENCE O’DONNELL
MAUREEN F. MORRISON
 By: Terrence O’Donnell,Maureen F. Morrison
Date: May 20, 2021
/s/ BEN XIANG
By: Ben Xiang, Director
 Date: May 25, 201620, 2021


52

ePlus inc. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


PAGE
F-2
  
F-4
F-6
  
F-5
F-7
  
F-6
F-8
  
F-7
F-9
  
 F-9
F-11
  
 F-10
 F-12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
ePlus inc.
Herndon, Virginia


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ePlusePlus inc. and subsidiaries (the "Company") as of March 31, 20162021 and 2015,2020, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2016. Our audits also included the financial statement schedule listed2021, in conformity with accounting principles generally accepted in the TableUnited States of Contents at Item 15. America.

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

Basis for Opinion

These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.


InCritical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion such consolidated financial statements present fairly, in all material respects,on the financial position of ePlus inc. and subsidiaries as of March 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements, taken as a whole, presents fairly,and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

Critical Audit Matter Description

The Company is typically the principal in sales of third-party software. Sales are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recognized as cost of sales. The Company recognizes revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the software to the customer. The Company is also the agent in sales of third-party maintenance, software support, and services as the third-party controls the service until it is transferred to the customer. Similarly, the Company is the agent in sales of third-party software and accompanying third-party support when the third-party software benefits the customer only in conjunction with the accompanying support. In these sales, the Company considers the third-party software and support as inputs to a single performance obligation. In all these sales where the Company is the agent, the Company recognizes sales on a net basis at the point that their customer and vendor accept the terms and conditions of the arrangement.

Auditing the Company’s determination of gross or net recognition of third-party software and support sales involved a high degree of subjectivity as it required the evaluation of whether the third-party software benefits the customer only in conjunction with the accompanying support. When the support is determined to be critical or essential to the software, the transaction is viewed as one combined performance obligation, and revenue is recognized net of related costs.

How the Critical Audit Matter Was Addressed in the Audit

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

We tested the design and operating effectiveness of management’s controls over the determination of gross or net recognition of third-party software and support sales.
For a selection of contracts, we performed the following procedures:
Inspected the customer invoice and purchase order to determine whether the sale represented a valid transaction with a customer.
Compared the cost per the Company’s records to the cost per the vendor invoice.
Evaluated the sale to determine whether it constituted a single or multiple performance obligation(s) through inspection of the customer invoice, purchase order, and information on vendor websites accessed through third-party search engines.
Evaluated the sale to determine whether there was accompanying third-party support related to the software, and whether the support was separately identifiable or essential to the functionality of the software through inspection of customer invoices, purchase orders, information on vendor websites accessed through third-party search engines and inquiries with management, as necessary.

Transfers of Financial Assets – Refer to Note 4 to the financial statements

Critical Audit Matter Description

The Company enters into arrangements to transfer the contractual payments due under financing receivables and operating lease agreements, which are accounted for in accordance with Codification Topic 860. These transfers are accounted for as either a sale or as a pledge of collateral in a secured borrowing. For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable. For transfers accounted for as sales, the Company derecognizes the carrying value of the asset transferred plus any liability and recognizes a net gain or loss on the sale, which are presented within net sales in the consolidated statement of operations.

Auditing the Company’s determination of whether the transfer should be accounted for as a secured borrowing or a sale involved a high degree of subjectivity. This subjectivity stems from management’s assessment of whether the transferred assets have been isolated from the transferor.

How the Critical Audit Matter Was Addressed in the Audit

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

We tested the design and operating effectiveness of management’s controls over the transfer of financial assets, including management’s controls over the evaluation of the terms of loan documents and accompanying investor data, assignment agreements, and the calculation of the gain or loss.
For a selection of transactions, we evaluated the Company’s determination of sale or secured borrowing, by evaluating, among other factors, if the transferred assets have been isolated from the Company. Specifically, we performed the following procedures:
Obtained the executed transfer agreement and evaluated whether the Company:
Assigned its rights, titles, interests, estates, claims, and demands to the third-party assignee
Retained any rights with respect to the payments assigned to the third-party assignee or had been appropriately isolated from the assets. We evaluated opinions from outside legal counsel, when applicable.


Obtained and inspected the cash proceeds support from the transfer and compared the cash received to the selling price.
Tested the mathematical accuracy of management’s calculation of the gain or loss based on the cash proceeds and the receivable balance as of date of sale.

/s/ DELOITTE & TOUCHE LLP

McLean, Virginia
May 20, 2021

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
ePlus inc.
Herndon, Virginia

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of ePlus inc. and subsidiaries (the "Company") as of March 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, the information set forth therein.effective internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control overconsolidated financial reportingstatements as of and for the year ended March 31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations2021, of the Treadway CommissionCompany and our report dated May 25, 201620, 2021 expressed an unqualified opinion on the Company’s internal control overthose financial reporting.statements.


DELOITTE & TOUCHE LLPBasis for Opinion


McLean, Virginia

May 25, 2016
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
ePlus inc.
Herndon, Virginia

We have audited the internal control over financial reporting of ePlus inc. and subsidiaries (the “Company”) as of March 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control Overover Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended March 31, 2016 of the Company and our report dated May 25, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP


McLean, Virginia


May 25, 201620, 2021

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements


ePlus inc. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)
  
As of
March 31, 2016
  
As of
March 31, 2015
 
ASSETS (in thousands, except per share data) 
       
Current assets:      
Cash and cash equivalents $94,766  $76,175 
Accounts receivable—trade, net  234,628   218,458 
Accounts receivable—other, net  41,771   31,345 
Inventories—net  33,343   19,835 
Financing receivables—net, current  56,448   66,909 
Deferred costs  6,371   20,499 
Other current assets  10,649   7,413 
Total current assets  477,976   440,634 
         
Financing receivables and operating leases—net  75,906   76,991 
Deferred tax assets—net  -   604 
Property, equipment and other assets  8,644   9,248 
Goodwill and other intangible assets—net  54,154   40,798 
TOTAL ASSETS $616,680  $568,275 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
LIABILITIES        
         
Current liabilities:        
Accounts payable $76,780  $66,420 
Accounts payable—floor plan  121,893   99,418 
Salaries and commissions payable  14,981   14,860 
Deferred revenue  18,344   34,363 
Recourse notes payable—current  2,288   889 
Non-recourse notes payable—current  26,042   28,560 
Other current liabilities  13,118   13,575 
Total current liabilities  273,446   258,085 
         
Recourse notes payable—long term  1,054   2,801 
Non-recourse notes payable—long term  18,038   24,314 
Deferred tax liability—net  3,001   - 
Other liabilities  2,263   3,813 
TOTAL LIABILITIES  297,802   289,013 
         
COMMITMENTS AND CONTINGENCIES  (Note 8)        
         
STOCKHOLDERS' EQUITY        
         
Preferred stock, $.01 per share par value; 2,000 shares authorized; none issued or outstanding  -   - 
Common stock, $.01 per share par value; 25,000 shares authorized; 13,237 issued and 7,365 outstanding at March 31, 2016 and 13,114 issued and 7,389 outstanding at March 31, 2015  132   131 
Additional paid-in capital  117,511   111,072 
Treasury stock, at cost, 5,872 and 5,725 shares at March 31, 2016 and March 31, 2015, respectively  (129,518)  (118,179)
Retained earnings  331,224   286,477 
Accumulated other comprehensive income—foreign currency translation adjustment  (471)  (239)
Total Stockholders' Equity  318,878   279,262 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $616,680  $568,275 


 March 31, 2021  March 31, 2020 
ASSETS      
       
Current assets:      
Cash and cash equivalents $129,562  $86,231 
Accounts receivable—trade, net  391,567   374,998 
Accounts receivable—other, net  41,053   36,570 
Inventories  69,963   50,268 
Financing receivables—net, current  106,272   70,169 
Deferred costs  28,201   22,306 
Other current assets  10,976   9,256 
Total current assets  777,594   649,798 
         
Financing receivables and operating leases—net  90,165   74,158 
Deferred tax asset—net  1,468   0 
Property, equipment and other assets  42,289   32,596 
Goodwill  126,645   118,097 
Other intangible assets—net  38,614   34,464 
TOTAL ASSETS $1,076,775  $909,113 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
LIABILITIES        
         
Current liabilities:        
Accounts payable $165,162  $82,919 
Accounts payable—floor plan  98,653   127,416 
Salaries and commissions payable  36,839   30,952 
Deferred revenue  72,802   55,480 
Recourse notes payable—current  5,450   37,256 
Non-recourse notes payable—current  50,397   29,630 
Other current liabilities  30,061   22,986 
Total current liabilities  459,364   386,639 
         
Recourse notes payable - long-term  12,658   0 
Non-recourse notes payable - long-term  5,664   5,872 
Deferred tax liability—net  0   2,730 
Other liabilities  36,679   27,727 
TOTAL LIABILITIES  514,365   422,968 
         
COMMITMENTS AND CONTINGENCIES  (Note 10)
  0   0 
         
STOCKHOLDERS' EQUITY        
         
Preferred stock, $0.01 per share par value; 2,000 shares authorized; NaN outstanding  0   0 
Common stock, $0.01 per share par value; 25,000 shares authorized; 13,503 outstanding at March 31, 2021 and 13,500 outstanding at March 31, 2020  145   144 
Additional paid-in capital  152,366   145,197 
Treasury stock, at cost, 993 shares at March 31, 2021 and 896 shares at March 31, 2020
  (75,372)  (68,424)
Retained earnings  484,616   410,219 
Accumulated other comprehensive income—foreign currency translation adjustment  655   (991)
Total Stockholders' Equity  562,410   486,145 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,076,775  $909,113 

See Notes to Consolidated Financial Statements.



ePlus inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)
  Year Ended March 31, 
  2016  2015  2014 
          
  (amounts in thousands, except per share data) 
          
Net sales $1,204,199  $1,143,282  $1,057,536 
Cost of sales  942,142   898,735   840,623 
Gross profit  262,057   244,547   216,913 
             
Professional and other fees  6,546   6,508   9,041 
Salaries and benefits  149,304   138,086   123,151 
General and administrative expenses  23,130   22,531   19,883 
Depreciation and amortization  5,548   4,333   2,792 
Interest and financing costs  1,778   2,379   1,948 
Operating expenses  186,306   173,837   156,815 
             
Operating income  75,751   70,710   60,098 
             
Other income  -   7,603   - 
             
Earnings before tax  75,751   78,313   60,098 
             
Provision for income taxes  31,004   32,473   24,825 
             
Net earnings $44,747  $45,840  $35,273 
             
Net earnings per common share—basic $6.17  $6.26  $4.41 
Net earnings per common share—diluted $6.09  $6.19  $4.37 
             
Weighted average common shares outstanding—basic  7,256   7,318   7,927 
Weighted average common shares outstanding—diluted  7,344   7,393   7,999 


 Year Ended March 31, 
 2021  2020  2019 
          
Net sales         
Product $1,366,158  $1,395,288  $1,223,195 
Services  202,165   193,116   149,478 
Total  1,568,323   1,588,404   1,372,673 
Cost of sales            
Product  1,049,677   1,076,773   952,464 
Services  125,092   120,440   89,821 
Total  1,174,769   1,197,213   1,042,285 
             
Gross profit  393,554   391,191   330,388 
             
Selling, general, and administrative  271,263   279,182   237,082 
Depreciation and amortization  13,951   14,156   11,824 
Interest and financing costs  2,005   2,574   1,948 
Operating expenses  287,219   295,912   250,854 
             
Operating income  106,335   95,279   79,534 
             
Other income (expense)  571   680   6,696 
             
Earnings before tax  106,906   95,959   86,230 
             
Provision for income taxes  32,509   26,877   23,038 
             
Net earnings $74,397  $69,082  $63,192 
             
Net earnings per common share—basic $5.58  $5.18  $4.70 
Net earnings per common share—diluted $5.54  $5.15  $4.65 
             
Weighted average common shares outstanding—basic  13,337   13,327   13,448 
Weighted average common shares outstanding—diluted  13,417   13,415   13,578 

See Notes to Consolidated Financial Statements.



ePlus inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)
  Year Ended March 31, 
  2016  2015  2014 
          
          
NET EARNINGS $44,747  $45,840  $35,273 
             
OTHER COMPREHENSIVE INCOME, NET OF TAX:            
Foreign currency translation adjustments (net of tax effect of $40, $10, $21, respectively)  (232)  (425)  (224)
Other comprehensive income (loss)  (232)  (425)  (224)
             
TOTAL COMPREHENSIVE INCOME $44,515  $45,415  $35,049 


 Year Ended March 31, 
 2021  2020  2019 
   
NET EARNINGS $74,397  $69,082  $63,192 
             
OTHER COMPREHENSIVE INCOME, NET OF TAX:            
             
Foreign currency translation adjustments  1,646   (720)  (803)
             
Other comprehensive income (loss)  1,646   (720)  (803)
             
TOTAL COMPREHENSIVE INCOME $76,043  $68,362  $62,389 

See Notes to Consolidated Financial Statements.



ePlus inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
  Year Ended March 31, 
  2016  2015  2014 
  (in thousands) 
Cash Flows From Operating Activities:         
Net earnings $44,747  $45,840  $35,273 
             
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:            
Depreciation and amortization  15,980   15,575   14,755 
Reserve for credit losses, inventory obsolescence and sales returns  (216)  125   853 
Share-based compensation expense  5,711   4,585   3,968 
Excess tax benefit from share-based compensation  (728)  (564)  (1,762)
Deferred taxes  3,515   (1,863)  (3,536)
Payments from lessees directly to lendersoperating leases
  (4,646)  (7,685)  (7,539)
Gain on disposal of property, equipment and operating lease equipment  (3,104)  (3,112)  (2,473)
Gain on sale of financing receivables  (7,103)  (5,884)  (5,843)
Excess increase in cash value of life insurance  -   -   (103)
Gain on settlement  -   (1,434)  - 
Other  185   (127)  109 
Changes in:            
Accounts receivable—trade  (8,564)  1,372   (36,751)
Accounts receivable—other  (2,498)  (2,407)  (2,621)
Inventories  (13,405)  3,161   (7,724)
Financing receivables—net  (9,310)  (19,560)  (30,792)
Deferred costs, other intangible assets and other assets  11,189   (10,060)  (1,179)
Accounts payabletrade
  (738)  (16,810)  33,090 
Salaries and commissions payable, deferred revenue and other liabilities  (17,633)  12,695   4,052 
Net cash provided by (used in) operating activities $13,382  $13,847  $(8,223)
             
Cash Flows From Investing Activities:            
Maturities of short-term investments $-  $-  $982 
Maturities of supplemental benefit plan investments  -   2,544   - 
Proceeds from sale of property, equipment and operating lease equipment  6,931   8,562   4,138 
Purchases of property, equipment and operating lease equipment  (14,468)  (11,773)  (9,952)
Purchases of assets to be leased or financed  (11,403)  (143)  (5,445)
Issuance of financing receivables  (137,008)  (128,125)  (104,298)
Repayments of financing receivables  58,067   60,619   42,514 
Proceeds from sale of financing receivables  64,351   45,828   46,249 
Premiums paid on life insurance  -   (47)  (140)
Cash used in acquisitions, net of cash acquired  (16,649)  (8,057)  (2,845)
Net cash used in investing activities $(50,179) $(30,592) $(28,797)
 
 Year Ended March 31, 
 2021  2020  2019 
Cash flows from operating activities:         
Net earnings $74,397  $69,082  $63,192 
             
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
            
Depreciation and amortization  19,991   19,156   18,639 
Reserve for credit losses  1,436   1,004   170 
Share-based compensation expense  7,169   7,954   7,243 
Deferred taxes  (4,198)  (2,185)  3,280 
Payments from lessees directly to lenders—operating leases  (34)  (70)  (156)
Gain on disposal of property, equipment, and operating lease equipment  (2,742)  (814)  (2,027)
Gain on sale of financial receivables  0   0   (9,077)
Changes in:            
Accounts receivable  (5,056)  (64,388)  (34,306)
Inventories-net  (16,798)  115   (10,929)
Financing receivables—net  (42,104)  (109,355)  (7,883)
Deferred costs and other assets  (16,503)  (20,982)  5,412 
Accounts payable-trade  76,772   (8,884)  12,456 
Salaries and commissions payable, deferred revenue, and other liabilities  37,177   35,193   (6,603)
Net cash provided by (used in) operating activities  129,507   (74,174)  39,411 
             
Cash flows from investing activities:            
Proceeds from sale of property, equipment, and operating lease equipment  2,791   1,705   3,619 
Purchases of property, equipment, and operating lease equipment  (11,513)  (7,009)  (11,629)
Cash used in acquisitions, net of cash acquired  (27,034)  (15,035)  (49,764)
Purchases of assets to be leased or financed  0   0   (10,368)
Issuance of financing receivables  0   0   (175,410)
Repayments of financing receivables  0   0   73,942 
Proceeds from sale of financing receivables  0   0   73,405 
Net cash used in investing activities  (35,756)  (20,339)  (96,205)
             
Cash flows from financing activities:            
Borrowings of non-recourse and recourse notes payable  66,403   141,369   83,924 
Repayments of non-recourse and recourse notes payable  (74,328)  (31,880)  (43,054)
Repurchase of common stock  (6,948)  (14,425)  (18,754)
Repayments of financing of acquisitions  (556)  (5,763)  (7,634)
Net borrowings (repayments) on floor plan facility  (34,373)  11,333   3,974 
Net cash provided by (used in) financing activities  (49,802)  100,634   18,456 
             
Effect of exchange rate changes on cash  (617)  294   (44)
             
Net increase (decrease) in cash and cash equivalents  43,332   6,415   (38,382)
             
Cash and cash equivalents, beginning of period  86,231   79,816   118,198 
             
Cash and cash equivalents, end of period $129,563  $86,231  $79,816 

CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(in thousands)
  Year Ended March 31, 
  2016  2015  2014 
  (in thousands) 
Cash Flows From Financing Activities:         
Borrowings of non-recourse and recourse notes payable $44,807  $52,237  $51,547 
Repayments of non-recourse and recourse notes payable  (257)  (1,688)  (2,252)
Repurchase of common stock  (11,339)  (37,685)  (13,188)
Dividends paid  (80)  (90)  (108)
Proceeds from issuance of capital stock through option exercise  -   -   560 
Payments of contingent consideration  (1,158)  -   (1,027)
Excess tax benefit from share-based compensation  728   564   1,762 
Net borrowings (repayments) on floor plan facility  22,475   (518)  27,165 
Net cash provided by financing activities  55,176   12,820   64,459 
             
Effect of exchange rate changes on cash  212   (79)  20 
             
Net Increase (Decrease) in Cash and Cash Equivalents  18,591   (4,004)  27,459 
             
Cash and Cash Equivalents, Beginning of Period  76,175   80,179   52,720 
             
Cash and Cash Equivalents, End of Period $94,766  $76,175  $80,179 
             
Supplemental Disclosures of Cash Flow Information:            
Cash paid for interest $84  $239  $105 
Cash paid for income taxes $29,789  $35,436  $25,517 
             
Schedule of Non-Cash Investing and Financing Activities:            
Proceeds from sales of operating lease equipment included in accounts receivable $7,650  $443  $861 
Purchase of property, equipment, and operating leases included in accounts payable $(10,562) $(432) $(123)
Purchase of assets to be leased or financed included in accounts payable $(9,827) $(20,022) $(1,140)
Issuance of financing receivables $(101,718) $(73,881) $(98,616)
Repayment of financing receivables $16,873  $-  $- 
Proceeds from sale of financing receivables $98,753  $73,881  $98,616 
Borrowing of recourse and nonrecourse notes payable $42,840  $-  $- 
Repayments of non-recourse and recourse notes payable $(29,059) $(34,584) $(22,146)
Vesting of share-based compensation $7,799  $6,474  $7,838 
Contingent consideration $-  $(1,980) $- 


 Year Ended March 31, 
  2021  2020  2019 
          
Supplemental disclosures of cash flow information:         
Cash paid for interest $1,436  $2,260  $1,862 
Cash paid for income taxes $31,690  $28,356  $19,938 
Cash paid for amounts included in the measurement of lease liabilities $5,780  $5,613  $0 
Schedule of non-cash investing and financing activities:            
Proceeds from sale of property, equipment, and leased equipment $2,045  $0  $520 
Purchases of property, equipment, and operating lease equipment $(372) $(329) $(1,874)
Purchases of assets to be leased or financed $0  $0  $(13,663)
Issuance of financing receivables $0  $0  $(119,024)
Proceeds from sale of financing receivables $0  $0  $142,418 
Consideration for acquisitions $0  $(241) $(257)
Borrowing of non-recourse and recourse notes payable $121,826  $114,439  $75,164 
Repayments of non-recourse and recourse notes payable $(34) $(70) $(156)
Vesting of share-based compensation $7,937  $8,990  $12,816 
New operating lease assets obtained in exchange for lease obligations $1,146  $6,035  $0 

See Notes to Consolidated Financial Statements.



ePlus inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(amounts in thousands)

 Common Stock  
Additional
Paid-In
  Treasury  Retained  
Accumulated
Other
Comprehensive
     Common Stock  
Additional
Paid-In
  Treasury  Retained  
Accumulated
Other
Comprehensive
    
 Shares  Par Value  Capital  Stock  Earnings  Income  Total  Shares  Par Value  Capital  Stock  Earnings  Income  Total 
                        
Balance, April 1, 2013  8,150  $129  $99,641  $(67,306) $205,358  $410  $238,232 
Issuance of shares for option exercises  40   -   559   -   -   -   559 
Excess tax benefit of share- based compensation  -   -   1,762   -   -   -   1,762 
Balance, April 1, 2018  13,761  $142  $130,000  $(36,016) $277,945  $532  $372,603 
Issuance of restricted stock awards  87   1   -   -   -   -   1   75   1   0   0   0   0   1 
Share-based compensation          3,962   -   6   -   3,968   0   0   7,243   0   0   0   7,243 
Repurchase of common stock  (241)  -   -   (13,188)  -   -   (13,188)  (225)  0   0   (17,983)  0   0   (17,983)
Net earnings  -   -   -   -   35,273   -   35,273   -   0   0   0   63,192   0   63,192 
Foreign currency translation adjustment  -   -   -   -   -   (224)  (224)  -   0   0   0   0   (803)  (803)
Balance, March 31, 2014  8,036  $130  $105,924  $(80,494) $240,637  $186  $266,383 
                            
Excess tax benefit of share- based compensation  -   -   564   -   -   -   564 
Balance, March 31, 2019  13,611  $143  $137,243  $(53,999) $341,137  $(271) $424,253 
Issuance of restricted stock awards  88   1   -   -   -   -   1   93   1   0   0   0   0   1 
Share-based compensation  -   -   4,584   -   -   -   4,584   0   0   7,954   0   0   0   7,954 
Repurchase of common stock  (735)  -   -   (37,685)  -   -   (37,685)  (204)  0   0   (14,425)  0   0   (14,425)
Net earnings  -   -   -   -   45,840   -   45,840   -   0   0   0   69,082   0   69,082 
Foreign currency translation adjustment  -   -   -   -   -   (425)  (425)  -   0   0   0   0   (720)  (720)
Balance, March 31, 2015  7,389  $131  $111,072  $(118,179) $286,477  $(239) $279,262 
                            
Excess tax benefit of share- based compensation  -   -   728   -   -   -   728 
Balance, March 31, 2020  13,500  $144  $145,197  $(68,424) $410,219  $(991) $486,145 
Issuance of restricted stock awards  123   1   -   -   -   -   1   100   1   0   0   0   0   1 
Share-based compensation  -   -   5,711   -   -   -   5,711   0   0   7,169   0   0   0   7,169 
Repurchase of common stock  (147)  -   -   (11,339)  -   -   (11,339)  (97)  0   0   (6,948)  0   0   (6,948)
Net earnings  -   -   -   -   44,747   -   44,747   -   0   0   0   74,397   0   74,397 
Foreign currency translation adjustment  -   -   -   -   -   (232)  (232) ��-   0   0   0   0   1,646   1,646 
Balance, March 31, 2016  7,365  $132  $117,511  $(129,518) $331,224  $(471) $318,878 
Balance, March 31, 2021  13,503  $145  $152,366  $(75,372) $484,616  $655  $562,410 


See Notes to Consolidated Financial Statements


ePlus inc. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of and for the Years ended March 31, 2016, 20152021, 2020, and 20142019


1.
1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


DESCRIPTION OF BUSINESS — Our company was founded in 1990 and is a Delaware corporation. ePlusePlus inc. is sometimes referred to in this Annual Report on Form 10-K as "we," "our," "us," "ourselves,"“we,” “our,” “us,” “ourselves,” or "ePlus." ePlusePlus.” ePlus inc. is a holding company that through its subsidiaries provides information technology solutions which enable organizations to optimize their IT environment and supply chain processes. We also provide consulting, professional and managed services and complete lifecycle management services including flexible financing solutions. We focus on middle marketselling to medium and large enterprises in North America and the United Kingdom.Kingdom (“UK”).


BASIS OF PRESENTATION — The consolidated financial statements include the accounts of ePlusePlus inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accounts of businesses acquired during fiscal year 2016, 2015years 2021, 2020 and 20142019 are included in the consolidated financial statements from the dates of acquisition.

USE OF ESTIMATES — The preparation of financial statements in conformity with accounting principles generally accepted in the United StatesUS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual asset values, vendor consideration, lease classification, goodwill and intangibles, reservesallowance 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.


REVENUE RECOGNITIONALLOWANCE FOR CREDIT LOSSESThe majority ofWe maintain an allowance for credit losses related to our revenues are derived from the following sources: sales of third-party products, software, software assurance, maintenance and services; sales of our services and softwareaccounts receivable and financing revenues. For all these revenue sources, we determine whether we arereceivables. We record an expense in the principal or agent in accordance with Accounting Standards Codification (“Codification”) Topic, Revenue Recognition, Subtopic Principal Agent Considerations. Our revenue recognition policies vary based upon these revenue sources.

For arrangements with multiple elements, we allocateamount necessary to adjust the total considerationallowance for credit losses to the deliverablesour current estimate of expected credit losses on financial assets. We estimate expected credit losses based on an estimated selling price of our products and services. We determine the estimated selling price using cost plus a reasonable margin for each deliverable, which was based on historical data.

Sales of Product and Services

Generally, sales of third-party product and software are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition costinternal rating of the product or software recorded as cost of sales. Revenue is recognized when the title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery for products is typically performed via drop-shipment by the vendor or distributor tocustomer’s credit quality, our customers’ location, and for software via electronic delivery. The vast majority of our product and software sales are recognized upon delivery due to our sales terms with our customers and with our vendors.

We provide ePlus advanced professional services under both time and materials and fixed price contracts. Under time and materials contracts, we recognize revenue at agreed-upon billing rates at the time services are performed. Under certain fixed price contracts, we recognize revenue based on the proportion of the services delivered to date as a percentage of the total services to deliver over the contract term. Under other fixed price contracts, we recognize revenue upon completion. Revenues from other ePlus services, such as maintenance, managed services and hosting services are recognized on a straight-line basis over the term of the arrangement.

We sell software assurance, subscription licenses, maintenance and service contracts where the services are performed by a third-party. Software assurance is a maintenance product that allows customers to upgrade at no additional cost to the latest technology if new applications are introduced during the period that the software assurance is in effect. As we enter into contracts with third-party service providers, we evaluate whether we are acting as a principal or agent in the transaction. As our customers are aware that the third-party service provider is to provide the services to them and that we are not responsible for the day-to-day provision of services in these arrangements, we concluded that we are acting as an agent and recognize revenue on a net basis at the date of sale. Under net revenue recognition, the cost paid to the vendor or third-party service provider is recorded as a reduction to sales, resulting in revenue being equal to the gross profit on the transaction.

We present freight billed to our customers within sales and the related freight charged to us within cost of sales. Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis.
Financing Revenue

We lease products to customers that are accounted for in accordance with Codification Topic, Leases. We may also finance third-party software and services for our customers, which are classified as notes receivable. The terms of the notes receivable are often similar to the terms of the leases of IT equipment; that is, receivables are interest bearing and are often due over a period of time that corresponds with the terms of the leased IT equipment.

The accounting for investments in leases and leased equipment is different depending on the type of lease. Each lease is classified as either a direct financing lease, sales-type lease, or operating lease, as appropriate. If a lease meets one or more of the following four criteria, the lease is classified as either a sales-type or direct financing lease; otherwise, it will be classified as an operating lease:

·the lease transfers ownership of the property to the lessee by the end of the lease term;
·the lease contains a bargain purchase option;
·the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or
·the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90 percent of the fair value of the leased property at the inception of the lease.

Revenue on direct financing and sales-type leases is deferred at the inception of the leases and is recognized over the term of the lease using the interest method. Revenue from operating leases is recognized ratably on a straight line basis over the term of the lease agreement.

Codification Topic Transfers and Servicing, Subtopic Sales of Financial Assets, establishes criteria for determining whether a transfer of financial assets in exchange for cash or other consideration should be accounted for as a sale or as a pledge of collateral in a secured borrowing. Certain assignments of notes receivable and direct finance and sales-type leases we make on a non-recourse basis meet the criteria for surrender of control set forth by this subtopic and have therefore been treated as sales in our financial results. We recognize a net gain or loss on these transactions, which is included within revenue in our consolidated statements of operations.

Revenues on the sales of equipment at the end of a lease are recognized at the date of sale. The net gain or loss on sales of such equipment is presented within net sales in our consolidated statements of operations.

Software License Sales

We recognize revenue for the licensing and hosting of our software in accordance with Codification Topic Software, Subtopic Revenue Recognition. We recognize revenue when all the following criteria exist:

·there is persuasive evidence that an arrangement exists;
·delivery has occurred;
·no significant obligations by us remain, which relate to services essential to the functionality of the software with regard to implementation;
·the sales price is determinable; and
·it is probable that collection will occur.

The majority of our agreements are fixed term license agreements and the revenue is recognized over the contract term. Revenue from the sale of a perpetual license is recognized upon installation of the software. We recognize revenue from hosting our proprietary software for our customers over the contract term. Our hosting arrangements do not contain a contractual right to take possession of the software.

Revenue from Other Transactions

Other sources of revenue are derived from: (1) income from events that occur after the initial sale of a financial asset; (2) remarketing fees; (3) agent fees received from various vendors in the technology segment; and (4) interest and other miscellaneous income.
Reserves for Sales Returns

Sales are reported net of allowances for returns which are maintained at a level believed by management to be adequate to absorb potential returns of sales of product and services in accordance with Codification Topic Revenue, Subtopic Product. Management's determination of the adequacy of the reserve is based on an evaluation of historical sales returns,credit losses, current economic conditions, volume and other relevant factors. These determinations require considerable judgmentPrior to providing credit, we assign an internal rating for each customer’s credit quality based on the customer’s financial status, rating agency reports and other financial information. We review our internal ratings for each customer at least annually or when there is an indicator of a change in assessingcredit quality, such as a delinquency or bankruptcy. We write off financing receivables when we deem them to be uncollectable. Through the ultimate potentialyear ended March 31, 2021, we recognized an increase in the allowance to reflect the forecasted credit deterioration due to the COVID-19 pandemic.

BUSINESS COMBINATIONS — We account for sales returns and include considerationbusiness combinations using the acquisition method, which requires that the total purchase price for each of the typeacquired entity be allocated to the assets acquired and volumeliabilities assumed based on their fair values at the acquisition date. The allocation process requires an analysis of productsintangible assets, such as customer relationships, trade names, acquired contractual rights and services sold.assumed contractual commitments and legal contingencies to identify and record all assets acquired and liabilities assumed at their fair value.


We record any premium paid over the fair value of the acquired net assets as goodwill. Our initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. We include the results of operations for the acquired company in our financial statements from the acquisition date.

CASH AND CASH EQUIVALENTS — Cash and cash equivalents consist primarily of interest-bearing accounts and money market funds that consist of short-term US treasury securities. We consider all highly liquid investments, including those with an original maturity of three months or less at the date of acquisition, to be cash equivalents. CashWe have a lockbox account whose purpose is to collect and cash equivalents consist primarilydistribute customer payments under financing arrangements. As of interest-bearing accountsMarch 31, 2021, we had $0.7 million being held in trust for third-party recipients within our lockbox account. There were 0 amounts being held in trust for third-party recipients as of March 31, 2020. As of March 31, 2021, and money market funds that consist of short-term U.S. treasury securities. ThereMarch 31, 2020, there were no restrictions on the withdrawal of funds from our money market accounts as of March 31, 2016 and March 31, 2015.funds.

FINANCING RECEIVABLES AND OPERATING LEASES — Financing receivables and operating leases consists of notes receivable, direct financing, sales-type leases and operating leases. The terms of lease and financing arrangements are typically between 3 to 7 years, with an average term of 42 to 48 months.

Notes receivables consist of software and services that we finance for our customers. Interest income is recognized using the effective interest method and reported within net sales in our consolidated statement of operations.

At the inception of our direct financing and sales-type leases, we record the net investment in leases, which consists of the sum of the minimum lease payments, initial direct costs (direct financing leases only), and unguaranteed residual value (gross investment) less the unearned income. For direct financing leases, the difference between the gross investment and the cost of the leased equipment is recorded as unearned income at the inception of the lease. Under sales-type leases, the difference between the fair value and cost of the leased property plus initial direct costs (net margins) is recorded as unearned revenue at the inception of the lease. We recognize contingent rental income, if any, when the changes in the factors on which the contingent lease payments are based actually occur.

At the inception of an operating lease, equipment under operating leases is recorded at cost and depreciated on a straight-line basis over its useful life to the estimated residual value. The estimated useful lives for equipment under operating leases ranges based on the nature of the equipment. The estimated useful life for information technology equipment is 36 to 84 months, while that of medical equipment is between 48 and 60 months.

RESIDUAL VALUES — Residual values, representing the unguaranteed estimated value of equipment at the termination of a lease, are recorded at the inception of each lease. The estimated residual values vary, both in amount and as a percentage of the original equipment cost, and depend upon several factors, including the equipment type, vendor's discount, market conditions, term of the lease, equipment supply and demand and by new product announcements by vendors.

Unguaranteed residual values for direct financing and sales-type leases are recorded at their net present value and the unearned income is amortized over the life of the lease using the interest method. The residual values for operating leases are included in the leased equipment’s net book value.

Residual values are evaluated on a quarterly basis and any impairment, other than temporary, is recorded in the period in which the impairment is determined. No upward revision of residual values is made subsequent to lease inception.

RESERVES FOR CREDIT LOSSES — Our receivables consist of trade and other accounts receivable and financing receivables. We maintain our reserves for credit losses at a level believed to be adequate to absorb potential losses inherent in the respective balances. The reserve for credit losses is increased by provisions for potential credit losses, which increases expenses, and decreased by subsequent recoveries. The reserve for credit losses is decreased by write-offs and reductions to the provision for potential credit losses. Accounts are either written off or written down when the loss is both probable and determinable.
Management’s determination of the adequacy of the reserves for credit losses for accounts receivable is based on the age of the receivable balance, the customer’s credit quality rating, an evaluation of historical credit losses, current economic conditions, and other relevant factors. Management’s determination of the adequacy of the reserve for credit losses for financing receivables may be based on the following factors: an internally assigned credit quality rating, historical credit loss experience, current economic conditions, volume, growth, the composition of the lease portfolio, the fair value of the underlying collateral, and the funding status (i.e. not funded, funded on a recourse or partial recourse basis, or funded on non-recourse basis). We assign an internal credit quality rating to each customer at the inception of the lease based on the customer’s financial status, rating agency reports and other financial information. We update the internal credit quality rating at least annually or when an indicator of a change in credit quality arises, such as a delinquency or bankruptcy. Also, management regularly reviews financing receivables to assess whether any balances should be impaired or placed on nonaccrual status.


CONCENTRATIONS OF RISK—RISK — Financial instruments that potentially subject us to concentrations of credit risk include cash and cash equivalents, short-term investments, accounts receivable, notes receivable and investments in direct financing and sales-type leases.receivables. Cash and cash equivalents andmay include short-term investments that are maintained principally with financial institutions in the United States, which have high credit ratings. RiskUS. Our accounts receivable-trade balance as of March 31, 2021, and 2020 included approximately 20% concentration of invoices due from Verizon Communications Inc. The risk on our accounts receivable notes receivable and investments in direct financing and sales-type leasesreceivables is reduced by the large numberhaving a broad customer base in a diverse range of diverse industries comprising our customer base and through the ongoing evaluation of collectability of our portfolio. OurThe credit risk is further mitigated throughby transferring certain of our financing receivables to financial institutions on a non-recourse basis and, for our lease receivables, by owning the underlying collateral and whether the lease is funded with recourse or non-recourse notes payable.

asset. A substantial portion of our sales are products from Cisco Systems, Hewlett-Packard companies, and NetApp products, which represented approximately 49%36%, 7%40%, and 5%42%, respectively, of our technology segment net sales for the yearyears ended March 31, 2016, as compared2021, 2020, and 2019, respectively.

DEFERRED COSTS — When a contract is within the scope of Accounting Standards Codification (“Codification”) Topic 606, Revenue from Contracts with Customers (“Codification Topic 606”), we defer costs of fulfilling the contract when they generate or enhance resources that will be used by us in satisfying performance obligations in the future. Additionally, we capitalize costs that are incremental to 49%, 8%,obtaining the contracts, predominately sales commissions, and 7%, respectively,expense them in proportion to each completed contract performance obligation.

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

EARNINGS PER SHARE — Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the basic weighted average number of shares of common stock outstanding during each period. Diluted earnings per share reflects the potential dilution of securities that could participate in our earnings, including restricted stock awards during each period.

FAIR VALUE MEASUREMENT — We follow the guidance in Codification Topic 820 Fair Value Measurements (“Codification Topic 820”) which governs how to measure fair value for financial reporting. This topic defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. This topic also establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value:

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

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

Level 3 – Unobservable inputs for the asset or liability. The fair values are determined based on model-based techniques such as discounted cash flow models using inputs that we could not corroborate with market data.

FINANCIAL INSTRUMENTS — For financial instruments such as cash, short-term investments, accounts receivables, accounts payable and other current liabilities, we consider the recorded value of the financial instruments to approximate the fair value due to their short maturities. On March 31, 2021, the carrying amounts of our notes receivables, recourse and non-recourse payables were $112.6 million, $18.1 million and $56.1 million, respectively, and their fair values were $113.2 million, $18.1 million and $56.3 million, respectively. On March 31, 2020, the carrying amounts of our notes receivables, recourse and non-recourse payables were $54.8 million, $37.3 million and $35.5 million, respectively, and their fair values were $55.4 million, $37.3 million and $35.5 million, respectively.

FINANCING RECEIVABLES AND OPERATING LEASES — Financing receivables and operating leases consists of notes receivable, sales-type leases and operating leases. We issue financing receivables for periods generally between 2 to 6 years, with most terms ranging between 3 to 4 years. When we lease equipment under an operating lease, we recognize the underlying asset at cost and depreciate it on a straight-line bases over its estimated useful life. We estimate that the useful life for most information technology segment net sales(“IT”) equipment under lease is 4 years.

FOREIGN CURRENCY TRANSLATION — Our functional currency is the US dollar. Our international subsidiaries typically use their local currency as their functional currency. We translate the assets and liabilities of our international subsidiaries into US dollars at the spot rate in effect at the applicable reporting date. We translate the revenues and expenses of our international subsidiaries into US dollars at the average exchange rates in effect during the applicable period. We report the resulting foreign currency translation adjustment as accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity. We report all foreign currency transaction gains or losses in other income (expense) on our consolidated statement of operations. We recognized a gain of $0.5 million, a loss of $0.4 million, and a gain of $0.4 million due to foreign currency translations for the yearyears ended March 31, 2015,2021, 2020, and 48%, 10%, and 8%, respectively, for the year ended March 31, 2014.

INVENTORIES — Inventories are stated at the lower of cost and net realizable value. Cost is determined using a weighted average cost method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are shown net of allowance for obsolescence of $147 thousand and $161 thousand as of March 31, 2016 and 2015,2019, respectively.


DEFERRED COSTS AND DEFERRED REVENUES — Deferred costs include internal and third party costs associated with deferred revenue arrangements. Deferred revenue relates to professional, managed and hosting services.
F-13


GOODWILL — Goodwill represents the premium paid overWe test goodwill for impairment on an annual basis, as of October 1, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of net tangible and intangible assets we have acquired in business combinations. Goodwill is assigned to a reporting unit on the acquisition date.below its carrying amount.


Goodwill is tested for impairment atIn a level of reporting referred to as a reporting unit. We review our goodwill for impairment annually in the third quarter of our fiscal year, or more frequently if indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a sustained, significant decline in our share price and market capitalization, a decline in our expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower growth rates, among others.

We firstqualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factorsamount, then the quantitative goodwill impairment test is unnecessary.

If, after assessing the totality of events or circumstances, we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows and market capitalization. If the qualitative factors indicatedetermine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the two step processquantitative goodwill impairment test. We may also elect the unconditional option to assess ourbypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill for impairment. First,impairment test.

In the quantitative impairment test, we compare the fair value of oura reporting unitsunit with its carrying value. We estimate the fair value of the reporting unit using various valuation methodologies,amount, including discounted expected future cash flows. The assumptions included in the these valuation methodologies include forecasted revenues, gross profit margins, operating income margins, working capital cash flow, forecasted capital expenditures, perpetual growth rates, and long-term discount rates, among others, all of which require significant judgments by management.
goodwill. If the fair value of thea reporting unit exceeds its carrying value,amount, goodwill of the reporting unit is considered not impaired, and no further testing is necessary. Ifimpaired. Conversely, if the net book valuecarrying amount of oura reporting unit exceeds its fair value, we perform a second testan impairment loss shall be recognized in an amount equal to measurethat excess, limited to the total amount of impairment loss, if any. To measuregoodwill allocated to that reporting unit.

IMPLEMENTATION COSTS OF A HOSTING ARRANGEMENT- We capitalize implementation costs incurred in a hosting arrangement that is a service contract with the amount of any impairment loss, we determine the fair value of goodwillrequirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We classify these capitalized costs in the same mannerbalance sheet line item as if our reporting unit were being acquiredthe amounts prepaid for the related hosting arrangement and we present the amortization of these capitalized costs in a business combination. Specifically, we allocate the fair valuesame income statement line item as the service fees for the related hosting arrangement. We amortize the capitalized implementation costs over the term of the reporting unit to all of the assets and liabilities of that unit, including any unrecognized intangible assets, in a hypothetical calculation that would yield the estimated fair value of goodwill. If the estimated fair value of goodwill is less than the goodwill recorded on our balance sheet, we record an impairment charge for the difference.hosting arrangement.

CAPITALIZATION OF COSTS OF SOFTWARE FOR INTERNAL USE — We capitalize costs for the development of internal use software under the guidelines of Codification Topic Intangibles—Goodwill and Other Intangibles, Subtopic Internal-Use Software. Software capitalized for internal use was $16 thousand and $77 thousand during the years ended March 31, 2016 and March 31, 2015, respectively, and is included in the accompanying consolidated balance sheets as a component of goodwill and other intangible assets. We had capitalized costs, net of amortization, of approximately $381 thousand and $675 thousand at March 31, 2016 and March 31, 2015, respectively.

CAPITALIZATION OF COSTS OF SOFTWARE TO BE MADE AVAILABLE TO CUSTOMERS — In accordance with Codification Topic Software, Subtopic Costs of Software to Be Sold, Leased, or Marketed, software development costs are expensed as incurred until technological feasibility has been established. At such time, such costs are capitalized until the product is made available for release to customers. No amounts were capitalized for the year ended March 31, 2016 and 2015. We had $414 thousand and $566 thousand of capitalized costs, net of amortization, at March 31, 2016 and March 31, 2015, respectively, which is included within goodwill and other intangible assets in the accompanying balance sheets.

PROPERTY AND EQUIPMENT — Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment obtained through an acquisition are stated at the fair market value as of the acquisition date. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets, which range from three to ten years. Information technology equipment is depreciated over three years. Perpetual software licenses are depreciated over five years. Furniture and certain fixtures are depreciated over five to ten years. Telecommunications equipment is depreciated over seven years.

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

VENDOR CONSIDERATION — We receive payments and credits from vendors pursuant to volume incentive programs and shared marketing expense programs. Many of these programs extend over one or more quarters’ sales activities. Different programs have different vendor/program specific milestones to achieve. Amounts due from vendors as of March 31, 2016 and 2015 were $15.6 million and $13.9 million, respectively, which were included within accounts receivable-other, net in the accompanying balance sheets.

Vendor consideration received pursuant to volume purchase incentive programs is allocated to inventory based on the applicable incentives from each vendor and is recorded in cost of sales, product and services, as the inventory is sold. If a rebate is probable and reasonably estimable, it is recognized based on a systematic and rational allocation of the cash consideration offered to the underlying transactions that result in our progress toward earning the rebate. If a rebate is not probable and reasonably estimable, it is recognized as the milestones are achieved.

Vendor consideration received pursuant to shared marketing expense programs is recorded as a reduction of the related selling and administrative expenses in the period the program takes place only if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of cost of sales, product and services.

SHARE-BASED COMPENSATION — We account for share-based compensation in accordance with Codification Topic Compensation—Stock Compensation. We recognize compensation cost for awards of restricted stock with graded vesting on a straight line basis over the requisite service period and we estimate forfeitures based on historical experience. There are no additional conditions for vesting other than service conditions.


INCOME TAXES — Deferred income taxes are accounted for in accordance with Codification Topic 740 Income Taxes (“Codification Topic 740”). Under this method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement reporting and tax bases of assets and liabilities, using tax rates currently in effect. Future tax benefits, such as net operating loss carry-forwards, are recognized to the extent that realization of these benefits is considered to be more likely than not. We review our deferred tax assets at least annually and make necessary valuation adjustments.
In addition, we account for uncertain tax positions in accordance with Codification Topic Income Taxes.740. Specifically, the Topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on the related de-recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions. In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense.


BUSINESS COMBINATIONSINVENTORIES — Inventories are stated at the lower of cost and net realizable value. Cost is determined using a weighted average cost method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Our determination of the net realizable value for inventories is based on the terms of underlying purchase commitments from our customers, current economic conditions including the impact of COVID-19, and other relevant factors.

LESSEE ACCOUNTING — We lease office space for periods up to 6 years. At the lease commencement date, we recognize operating lease liabilities based on the present value of the future minimum lease payments. In determining the present value of future minimum lease payments, we use our incremental borrowing rate based on the information available at the commencement date. When the future minimum payments encompass non-lease components, we account for the lease and non-lease components as a single lease component. We elected not to recognize right-of-use assets and lease liabilities for leases with an initial term of 12 months or less. We recognize lease expense on a straight-line basis over the lease term beginning on the commencement date.

PROPERTY AND EQUIPMENT — Property and equipment are stated at cost, net of accumulated depreciation and amortization. We recognize property and equipment obtained through a business combinations using the acquisition method in accordance with Codification Topic Business Combinations, which requires that the total purchase pricecombination at its fair market value as of each of the acquired entities be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The allocation process requires an analysis of intangible assets, such as customer relationships, trade names, acquired contractual rightsWe compute depreciation and assumed contractual commitments and legal contingencies to identify and record all assets acquired and liabilities assumed at their fair value.

Any premium paidamortization using the straight-line method over the fair valueestimated useful lives of the net tangiblerelated assets, which range from three to seven years. We typically depreciate internal use IT equipment over three years, perpetual software licenses over five years, furniture and intangible assets of the acquired business is recorded as goodwill. We recognize a gain in our income statement to the extent the purchase price is less than the fair value of assets acquiredfixtures over five years, and liabilities assumed. The results of operations for an acquired company are included in our financial statements from the date of acquisition.telecommunications equipment over seven years.

FAIR VALUE MEASUREMENT — We follow the guidance in Codification Topic Fair Value Measurements which governs fair value accounting for financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. When determining the fair value measurements for assets and liabilities, which are required to be disclosed at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risk inherent in valuation techniques, transfer restrictions and credit risk. Topic Fair Value Measurements and Disclosures establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement as follows:

·Level 1 – Observable inputs such as quoted prices for identical assets and liabilities in active markets;
·Level 2 – Inputs other than quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
·Level 3 – Unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. As of March 31, 2016, we measure money market funds and contingent consideration at fair value on a recurring basis, which is based on quoted net asset values.

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

At March 31, 2016, the carrying amount of notes receivables, recourse and non-recourse payables were $43.4 million, $3.3 million and $44.1 million, respectively and the fair value of notes receivables, recourse and non-recourse payables were $42.4 million, $3.3 million and $43.9 million, respectively. At March 31, 2015, the carrying amount of notes receivables, recourse and non-recourse payables were $56.8 million, $3.7 million and $52.9 million, respectively and the fair value of notes receivables, recourse and non-recourse payables were $59.4 million, $3.6 million and $52.3 million.

FOREIGN CURRENCY TRANSLATION— The Company’s functional currency is the U.S. dollar. The functional currency of the Company’s international operating subsidiaries is generally the same as the corresponding local currency. Assets and liabilities of the international operating subsidiaries are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of the international operating subsidiaries are translated at the average exchange rates in effect during the applicable period. The resulting foreign currency translation adjustment is recorded as accumulated other comprehensive loss, which is reflected as a separate component of Stockholders’ equity.

EARNINGS PER SHARERESIDUAL ASSETSBasic earnings per share is calculated by dividing net earnings attributable to common stockholders byOur estimate for the basic weighted average number of shares of common stock outstanding during each period. Diluted earnings per share reflects the potential dilution of securities that could participate in our earnings, including incremental shares issuable upon the assumed exercise of “in-the-money” stock options and other common stock equivalents during each period.

2. RECENT ACCOUNTING PRONOUNCEMENTS

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS — In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax assets and liabilities be classified as noncurrentresidual asset in a classified balance sheet. As permitted,lease is the amount we electedexpect to early adopt this ASUderive from the underlying asset following the end of the lease term. In a sales-type lease, we recognize the unguaranteed residual asset, measured on a discounted basis, upon lease commencement. In our subsequent accounting for the lease, we increase the unguaranteed residual asset using the retrospective approach, duringeffective interest method. We evaluate residual values for impairment on a quarterly basis. We recognize impairments as incurred. We do not recognize upward adjustments due to changes in estimates of residual values.

REVENUE RECOGNITION — We recognize most of our revenues from the quarter ended December 31, 2015. As a resultsales of adopting this ASU, we recast our March 31, 2015 balance sheet by decreasing deferred tax assets-current, property, equipmentthird-party products, third-party software, third-party maintenance, software support, and other assets,services, ePlus professional and deferred tax liability by $3,643 thousand, $232 thousand,managed services, and $3,271 thousand, respectively, and creating a new line item for non-current deferred tax assets in the amount of $604 thousand. There is no impact to our consolidated statement of operations or statement of cash flows.

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments. This main provision in this ASU is that an acquirerhosting ePlus proprietary software. We recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. As permitted, we elected to early adopt this ASU during the quarter ended March 31, 2016. The adoption of this update did not have a material impact on our consolidated financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED — In May 2014, the FASB issued ASU 2014-09, Revenuerevenue from Contracts with Customers(Topic 606), which will supersede all current U.S. GAAP on this topic. The FASB subsequently issued ASU 2016-08, Principal versus Agent Considerations, ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, in March 2016, April 2016 and May 2016, respectively, to amendthese sales under the guidance in ASU 2014-09. Codification Topic 606.

The core principle of ASU 2014-09Codification Topic 606 is that an entity should recognize revenue to depictfor the transfer of promised goods orand services equal to customers in an amount that reflects the consideration to which entityit expects to be entitled in exchangeto receive for those goods orand services. In August 2015,We account for a contract under Codification Topic 606 when it has approval and commitment from both parties, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferralrights of the Effective Date, to deferparties are identified, payment terms are established, the effective datecontract has commercial substance, and collectability of ASU 2014-09 by one year. Includingconsideration is probable.

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

Our contracts with customers may include multiple promises that are distinct performance obligations. For such arrangements, we allocate the one-year deferral, these updates becomes effective for us in our quarter ending June 30, 2018, and early adoption is permitted for us in our quarter ending June 30, 2017. The ASU can be applied either retrospectivelytransaction price to each period presentedperformance obligation based on its relative standalone selling price. We determine standalone selling prices using expected cost-plus margin.

We recognize revenue when (or as) we satisfy a performance obligation by transferring a promised good or service to a customer. A good or service is transferred when (or as) the customer obtains control of that good or service. Depending on the nature of each performance obligation, this may be at a point in time or over time, as further described below.

We typically invoice our customers for third-party products upon shipment, unless our customers lease the equipment through our financing segment, in which case the arrangement is accounted for as a cumulative-effect adjustment aslease in accordance with Codification Topic 842, Leases ("Codification Topic 842"). We typically invoice our customers for third-party software upon delivery and third-party services at the point of sale, unless our customers finance these products through our financing segment, in which case we record a financing receivable based on the terms of the datearrangement.

Product Revenue

Sales of adoption. third-party products

We are currently evaluating the impactprincipal in sales of this updatethird-party products. As such, we recognize sales on our financial statementsa gross basis with the selling price to the customer recorded as sales and have not yet selected our planned transition approach.the acquisition cost of the product recognized as cost of sales. We recognize revenue from these sales at the point in time that control passes to the customer, which is typically upon delivery of the product to the customer.


In February 2016,some instances, our customers may request that we bill them for a product but retain physical possession of the FASB issued ASU No. 2016-02, Leases,product until later delivery, commonly known as “bill-and-hold” arrangements. In these transactions, we recognize revenue when the customer has signed a bill-and-hold agreement with us, the product is identified separately as belonging to the customer and, when orders include configuration, such configuration is complete, and the product is ready for delivery to the customer.

We recognize sales of off-lease equipment within our financing segment when control passes to the customer, which will supersedeis typically the current U.S. GAAP on this topic. The core principledate that title to the equipment is transferred per the sales agreement.

Sales of ASU 2016-02 is that a lessee should recognize the assets and liabilities that arise from leases. This ASU requires adoption under the modified retrospective approach and becomes effective for us in our quarter ending June 30, 2019. Early adoption is permitted. third-party software

We are currently evaluatingtypically the impactprincipal in sales of this updatethird-party software. Sales are recognized on our financial statements.

In March 2016,a gross basis with the FASB issued ASU No. 2016-09, Stock Compensation. This ASU is intendedselling price to simplify several aspectsthe customer recorded as sales and the acquisition cost of the accounting for share-based payment transactions, includingproduct recognized as cost of sales. We recognize revenue from these sales at the income tax consequences, classificationpoint in time that control passes to the customer, which is typically upon delivery of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of this ASU are effective for becomes effective for us in our quarter ending June 30, 2017. Early application is permitted. We are currently evaluatingsoftware to the impact of this update on our financial statements.customer.
F - 16
3. FINANCING RECEIVABLES AND OPERATING LEASES
Sales of third-party maintenance, software support, and services


FINANCING RECEIVABLES—NET

Our financing receivables,We are the agent in sales of third-party maintenance, software support, and services as the third-party controls the service until it is transferred to the customer. Similarly, we are the agent in sales of third-party software and accompanying third-party support when the third-party software benefits the customer only in conjunction with the accompanying support. In these sales, we consider the third-party software and support as inputs to a single performance obligation. In all these sales where we are the agent, we recognize sales on a net consistbasis at the point that our customer and vendor accept the terms and conditions of the following (in thousands):arrangement.

March 31, 2016 
Notes
Receivables
  
Lease-Related
Receivables
  
Total Financing
Receivables
 
Minimum payments $44,442  $66,303  $110,745 
Estimated unguaranteed residual value (1)  -   12,693   12,693 
Initial direct costs, net of amortization (2)  312   475   787 
Unearned income  -   (5,543)  (5,543)
Reserve for credit losses (3)  (3,381)  (685)  (4,066)
Total, net $41,373  $73,243  $114,616 
Reported as:            
Current $24,962  $31,486  $56,448 
Long-term  16,411   41,757   58,168 
Total, net $41,373  $73,243  $114,616 

(1)Includes estimated unguaranteed residual values of $6,722 thousand for direct financing leases, which have been accounted for as sales under Codification Topic Transfers and Servicing.
Freight and sales tax
(2)Initial direct costs are shown net of amortization of $612 thousand.

(3)For details on reserve for credit losses, refer to Note 5, “Reserves for Credit Losses.”
We present freight billed to our customers within sales and the related freight charged to us within cost of sales. We present sales tax collected from customers and remittances to governmental authorities on a net basis.

March 31, 2015 
Notes
Receivables
  
Lease-Related
Receivables
  
Total Financing
Receivables
 
Minimum payments $59,943  $66,415  $126,358 
Estimated unguaranteed residual value (1)  -   8,376   8,376 
Initial direct costs, net of amortization (2)  429   495   924 
Unearned income  -   (5,233)  (5,233)
Reserve for credit losses (3)  (3,573)  (881)  (4,454)
Total, net $56,799  $69,172  $125,971 
Reported as:            
Current $33,484  $33,425  $66,909 
Long-term  23,315   35,747   59,062 
Total, net $56,799  $69,172  $125,971 

(1)Includes estimated unguaranteed residual values of $3,977 thousand for direct financing leases which have been accounted for as sales under Codification Topic Transfers and Servicing.
Financing revenue and other
(2)Initial direct costs are shown net of amortization of $647 thousand.

(3)For details on reserve for credit losses, refer to Note 5, “Reserves for Credit Losses.”
We account for leases to customers in accordance with Codification Topic 842. We utilize a portfolio approach by grouping together many similar assets being leased to a single customer.


Future scheduled minimumWe classify our leases as either sales-type leases or operating leases. We classify leases as sales-type leases if any one of five criteria are met, each of which indicate that the lease transfers control of the underlying asset to the lessee. We classify our other leases as operating leases.

For sales-type leases, upon lease commencement, we recognize the present value of the lease payments and the residual asset discounted using the rate implicit in the lease. When we are financing equipment provided by another dealer, we typically do not have any selling profit or loss arising from the lease. When we are the dealer of the equipment being leased, we typically recognize revenue in the amount of the lease receivable and cost of sales in the amount of the carrying value of the underlying asset minus the unguaranteed residual asset. After the commencement date, we recognize interest income as part of net sales using the effective interest method.

For operating leases, we recognize the underlying asset as an operating lease asset. We depreciate the asset on a straight-line basis to its estimated residual value over its estimated useful life. We recognize the lease payments over the lease term on a straight-line basis as part of net sales.

In all our leases, we recognize variable lease payments, primarily reimbursement for investmentsproperty taxes associated with the leased asset, as part of net sales in direct financingthe period in which the changes in facts and sales-type leasescircumstances on which the variable lease payments are based occur. We exclude from revenues and expenses any sales taxes reimbursed by the lessee.

We also finance third-party software and third-party services for our customers, which we classify as notes-receivable. We recognize interest income on our notes-receivable using the effective interest method.

We account for transfers of March 31, 2016our financial assets, under Codification Topic 860 Transfers and Servicing (“Codification Topic 860”). When a transfer meets all the requirements for sale accounting, we derecognize the financial asset and record a net gain or loss that is included in net sales.

Service Revenue

Sales of ePlus professional, managed services, and staffing

ePlus professional services offerings include assessments, project management, and staging, configuration, and integration. ePlus managed service offerings range from monitoring and notification to a fully outsourced network management solution. ePlus staffing delivers a full range of staffing solutions, including short-term, long-term, temporary-to-hire, and direct-hire IT professionals. In all these arrangements, we satisfy our performance obligation and recognize revenue over time.

In arrangements for ePlus professional services and staffing, we provide services under both time and materials and fixed price contracts. When services are provided on a time and materials basis, we recognize sales at agreed-upon billing rates as follows (in thousands):services are performed. When services are provided on a fixed fee basis, we recognize sales over time in proportion to our progress toward complete satisfaction of the performance obligation. We typically measure progress based on costs incurred in proportion to total estimated costs, commonly referred to as the “cost-to-cost” method.

Year ending March 31, 2017 $34,566 
2018  19,247 
2019  10,673 
2020  1,582 
2021 and thereafter  235 
Total $66,303 
F - 17
In arrangements for ePlus managed services, our arrangement is typically a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). We typically recognize sales from these services on a straight-line basis over the period services are provided.

SHARE-BASED COMPENSATION — We account for share-based compensation in accordance with Codification Topic 718 Compensation—Stock Compensation. We recognize compensation cost for awards of restricted stock with graded vesting on a straight-line basis over the requisite service period. We account for forfeitures when they occur. There are no additional conditions for vesting other than service conditions.

SOFTWARE DEVELOPMENT COSTS — We capitalize costs for the development of internal use software under the Codification Topic 350-40 Intangibles—Goodwill and Other Intangibles, Subtopic Internal-Use Software. We capitalized development costs for internal use software of $0.2 million, $0.2 million and $2.5 million during the years ended March 31, 2021, 2020 and 2019, respectively. We had capitalized costs, net of amortization, of approximately $3.4 million and $4.5 million at March 31, 2021, and March 31, 2020, respectively, that is included in the accompanying consolidated balance sheets as a component of other intangible assets-net.

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

VENDOR CONSIDERATION — We receive payments and credits from vendors pursuant to volume incentive programs and shared marketing expense programs. Many of these programs extend over one or more quarters’ sales activities. Different programs have different vendor/program specific milestones to achieve. Amounts due from vendors as of March 31, 2021, and 2020 were $18.2 million and $20.8 million, respectively, which were included within accounts receivable-other, net in the accompanying balance sheets.

We recognize rebates pursuant to volume incentive programs, when the rebate is probable and reasonably estimable, based on a systematic and rational allocation of the cash consideration offered to the underlying transactions that result in our progress toward earning the rebate. When a rebate is not probable or not reasonably estimable, we recognized the rebate as the milestones are achieved or as cash is received.

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

2. RECENT ACCOUNTING PRONOUNCEMENTS

CREDIT LOSSES — We adopted ASU 2016-13 on April 1, 2020. The amendments in this update replaced the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Our adoption of this update, including the cumulative-effect adjustment to retained earnings, is not significant to our financial statements. Refer to Note 7, “Allowance for Credit Losses” for additional information.



3. REVENUES

Contract balances

Accounts receivable – trade consists entirely of amounts due from contracts with customers. In addition, we had $54.6 million, $33.1 million and $16.2 million of receivables from contracts with customers included within financing receivables as of March 31, 2021, 2020 and 2019, respectively. The following table provides the balance of contract liabilities from contracts with customers (in thousands):

  March 31, 
 2021  2020  2019 
Current (included in deferred revenue) $72,299  $54,486  $46,356 
Non-current (included in other liabilities) $26,042  $16,395  $13,593 

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

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):

Year ending March 31, 2022 $38,097 
2023  16,560 
2024  7,784 
2025  794 
2026 and thereafter  246 
Total remaining performance obligations $63,481 

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

4.FINANCING RECEIVABLES AND OPERATING LEASES

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

The following table provides the profit recognized for sales-type leases at their commencement date, including modifications that are recognized on a net basis, for the years ended March 31, 2021, and 2020 (in thousands):

 
Year Ended March 31,
 
  2021  2020 
Net sales $27,196  $15,631 
Cost of sales  17,855   13,039 
Gross profit $9,341  $2,592 

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

 
Year Ended March 31,
 
  2021  2020 
Interest income on sales-type leases $7,602  $6,623 
Lease income on operating leases $15,864  $18,534 

FINANCING RECEIVABLES—NET

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

March 31, 2021 
Notes
Receivable
  
Lease
Receivables
  
Financing
Receivables
 
Gross receivables $112,641  $68,393  $181,034 
Unguaranteed residual value (1)  0   14,876   14,876 
Initial direct costs, net of amortization  425   0   425 
Unearned income  0   (8,393)  (8,393)
Allowance for credit losses (2)  (1,212)  (1,171)  (2,383)
Total, net $111,854  $73,705  $185,559 
Reported as:            
Current $73,175  $33,097  $106,272 
Long-term  38,679   40,608   79,287 
Total, net $111,854  $73,705  $185,559 

(1)Includes unguaranteed residual values of $9,453 thousand that we retained after selling the related lease receivable.
(2)


March 31, 2020 
Notes
Receivable
  
Lease
Receivables
  
Financing
Receivables
 
Minimum payments $55,417  $69,492  $124,909 
Estimated unguaranteed residual value (1)  0   21,862   21,862 
Initial direct costs, net of amortization  212   247   459 
Unearned income  0   (11,612)  (11,612)
Allowance for credit losses (2)  (798)  (610)  (1,408)
Total, net $54,831  $79,379  $134,210 
Reported as:            
Current $31,181  $38,988  $70,169 
Long-term  23,650   40,391   64,041 
Total, net $54,831  $79,379  $134,210 

(1)
Includes unguaranteed residual values of $14,972 thousand for sales type leases, which have been sold and accounted for as sales.
(2)

The following table provides the future scheduled minimum lease payments for investments in sales-type leases as of March 31, 2021 (in thousands):

Year ending March 31, 2022 $36,900 
2023  16,358 
2024  9,628 
2025  3,356 
2026 and thereafter  2,151 
Total $68,393 

OPERATING LEASES—NET


Operating leases—net represents leases that do not qualify as direct financingsales-type leases. The components of the operating leases—net are as follows (in thousands):


 
March 31,
2016
  
March 31,
2015
  March 31, 2021  March 31, 2020 
Cost of equipment under operating leases $36,635  $36,283  $18,748  $21,276 
Accumulated depreciation  (18,897)  (18,354)  (7,870)  (11,159)
Investment in operating lease equipment—net (1) $17,738  $17,929  $10,878  $10,117 

(1)Amounts include estimated unguaranteed residual values of $3,417 thousand$2.5 million and $4,340 thousand$3.1 million as of March 31, 20162021, and 2015,2020, respectively.


FutureThe following table provides the future scheduled minimum lease rental payments for operating leases as of March 31, 2016 are as follows2021 (in thousands):


Year ending March 31, 2017 $8,293 
2018  5,935 
2019  2,501 
2020  1,025 
2021 and thereafter  755 
Total $18,509 
Year ending March 31, 2022 $4,744 
2023  3,756 
2024  1,034 
2025  37 
Total $9,571 

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 in accordance with Codification Topic, Transfers and Servicing.

For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for non-recourse notes payable. As of March 31, 20162021, and 2015March 31, 2020, we had financing receivables of $60.5 million and $34.6 million, respectively, and operating leases of $50.0$3.3 million and $61.9$6.7 million, respectively thatwhich were collateral for non-recourse notes payable. See Note 7, "Notes9, “Notes Payable and Credit Facility."


For transfers accounted for as sales, we derecognize the carrying value of the asset transferred plus any liability and recognize a net gain or loss on the sale, which are presented within net sales in the consolidated statement of operations. For the years ended March 31, 2016, 2015,2021, 2020, and 2014,2019, we recognized net gains of $7.4$14.5 million, $5.9$21.8 million, and $8.5$9.1 million, respectively, and total proceeds from these sales were $223.3$364.0 million, $181.3$593.7 million, and $187.2$276.1 million, respectively. For certain assignments of financial assets,

When we retain a servicing obligation. For assignmentsobligations in transfers accounted for as sales, we allocate a portion of the proceeds to deferred revenues, which is recognized as we perform the services. As of both March 31, 2021, and March 31, 2020, we had deferred revenue of $0.4 million for servicing obligations.

In a limited number of suchtransfers accounted for as sales, we indemnified the assignee in the event that the lessee electedelects to early terminate the lease. Our maximumAs of March 31, 2021, our total potential future payments relatedliability that could result from these indemnities is immaterial.

5.LESSEE ACCOUNTING

We lease office space for periods up to such guarantees is $0.8 million.six years. We believe the possibilityrecognize our right-of-use assets as part of making any payments to be remote.

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Our goodwillproperty, equipment and other intangible assets consistassets. 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 of $6.1 million and $5.6 million as part of selling, general, and administrative expenses during the years ended March 31, 2021, and March 31, 2020, respectively.

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

 
Year Ended March 31,
 
Lease term and Discount Rate 2021  2020 
Weighted average remaining lease term (months)  32   38 
Weighted average discount rate  3.7%  3.9%

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

Year ending March 31, 2022 $4,006 
2023  3,166 
2024  1,323 
2025  884 
2026  34 
Total lease payments  9,413 
Less: interest  (439)
Present value of lease liabilities $8,974 


6.GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

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


  March 31, 2016  March 31, 2015 
  
Gross
Carrying
Amount
  
Accumulated
Amortization
 / Impairment
Loss
  
Net
Carrying
Amount
  
Gross
Carrying
Amount
  
Accumulated
Amortization
/ Impairment
Loss
  
Net
Carrying
Amount
 
                   
Goodwill $50,824  $(8,673) $42,151  $42,785  $(8,673) $34,112 
Customer relationships & other intangibles  20,401   (9,193)  11,208   12,005   (6,560)  5,445 
Capitalized software development  2,709   (1,914)  795   2,693   (1,452)  1,241 
Total $73,934  $(19,780) $54,154  $57,483  $(16,685) $40,798 
 March 31, 2021  March 31, 2020 
  Goodwill  
Accumulated
Impairment
Loss
  
Net
Carrying
Amount
  Goodwill  
Accumulated
Impairment
Loss
  
Net
Carrying
Amount
 
Beginning balance $126,770  $(8,673) $118,097  $119,480  $(8,673) $110,807 
Acquisitions  8,328   -   8,328   7,410   -   7,410 
Foreign currency translations  220   -   220   (120)  -   (120)
Ending balance $135,318  $(8,673) $126,645  $126,770  $(8,673) $118,097 

GOODWILL

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. Customer relationships and capitalized software development costs are amortized over an estimated useful life, which is generally between 3 to 7 years. Trade names and trademarks are amortized over an estimated useful life of 10 years. All of our goodwillOur entire balance as of March 31, 20162021, and March 31, 2015 is related2020, relates to our technology segment.

Goodwill increased by $8.0reportable segment, which we also determined to be 1 reporting unit. The carrying value of goodwill was $126.6 and $118.1 million for as of March 31, 2021, and March 31, 2020, respectively. The increase in the balance during the year ended March 31, 20162021, is due to the additionour acquisition of $8.1certain assets and liabilities of Systems Management and Planning, Inc. (“SMP”) of $8.3 million from the acquisition of the businesses of IGX Acquisition Global, LLC, IGXGlobal UK Limited, and IGX Support, LLC (collectively, “IGX”) in December, 2015 and offset by $0.2 millionfavorable changes in foreign currency translation. See translation of $0.2 million. Refer to Note 14,16, “Business Combinations,”Combinations” for additional information.details.


We test goodwill for impairment on an annual basis, as of the first day of our third fiscal quarter, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount.value.


During the quarter ended December 31, 2015,In our annual tests as of October 1, 2020, and 2019, we performed a qualitative assessment forof goodwill in accordanceand concluded that, more likely than not, the fair value of our technology reporting unit continued to substantially exceed its carrying value.

During the fourth quarter of fiscal year 2020, we determined that the uncertainty associated with the provisions of Codification Topic Intangibles – Goodwilleconomic environment stemming from the COVID-19 pandemic was a triggering event and Other, andwe elected to perform a quantitative goodwill impairment test. We concluded that the fair value of our technology reporting units, more likely than not,unit substantially exceeded their respectiveits carrying amountsvalue as of October 1, 2015.

During the quarter ended DecemberMarch 31, 2014, we elected to bypass the qualitative assessment of goodwill and estimate the fair values of the reporting units. The fair value of our reporting units substantially exceeded their respective carrying values as of October 1, 2014, and our2020. Our conclusions regarding the recoverability of goodwill would not be impacted by a ten percent10percent change in theirour estimate of the fair values.value of the reporting unit.


OTHER INTANGIBLE ASSETS


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

 March 31, 2021  March 31, 2020 
  
Gross
Carrying
Amount
  
Accumulated
Amortization
  
Net
Carrying
Amount
  
Gross
Carrying
Amount
  
Accumulated
Amortization
  
Net
Carrying
Amount
 
Customer relationships & other intangibles $77,335  $(42,115) $35,220  $63,006  $(33,000) $30,006 
Capitalized software development  10,553   (7,159)  3,394   10,385   (5,927)  4,458 
Total $87,888  $(49,274) $38,614  $73,391  $(38,927) $34,464 

Customer relationships and other intangibles are generally amortized between 5 to 10 years. Capitalized software development is generally amortized over 5 years.

The change in the gross carrying amount of other intangible asset is due to the addition of a customer relationship intangible asset of $14.3 million from our acquisition of SMP. Refer to Note 16, “Business Combinations” for details.

Total amortization expense for customer relationships & other intangible assets was $3.3$10.3 million, $2.4$9.4 million, and $1.5$7.9 million for the years ended March 31, 2016, 20152021, 2020 and 2014,2019, respectively. AmortizationThe following table provides the future amortization expense is estimated to be $4.4 million, $2.9 million, $2.2 million, $1.5 million, and $0.9 million for the years endedcustomer relationships & other intangible assets as of March 31, 2017, 2018, 2019, 2020, and 2021 respectively.(in thousands):


Year ending March 31, 2022 $10,073 
2023  8,028 
2024  6,218 
2025  4,647 
2026 and thereafter  6,254 
Total $35,220 
5. RESERVES FOR CREDIT LOSSES

F-21
Activity

7.ALLOWANCE FOR CREDIT LOSSES

The following table provides the activity in our reservesallowance for credit losses for the years ended March 31, 2016, 20152021, 2020 and 2014 were as follows2019 (in thousands):


 
Accounts
Receivable
  
Notes
Receivable
  
Lease-Related
Receivables
  Total  
Accounts
Receivable
  
Notes
Receivable
  
Lease
Receivables
  Total 
Balance April 1, 2015 $1,169  $3,573  $881  $5,623 
Balance as of March 31, 2018 $1,538  $486  $640  $2,664 
Provision for credit losses  126   (172)  (196)  (242)  195   250   (110)  335 
Write-offs and other  (168)  (20)  -   (188)  (154)  (231)  0   (385)
Balance March 31, 2016 $1,127  $3,381  $685  $5,193 
Balance as of March 31, 2019  1,579   505   530   2,614 
Provision for credit losses  627   293   84   1,004 
Write-offs and other  (425)  0   (4)  (429)
Balance as of March 31, 2020  1,781   798   610   3,189 
Provision for credit losses  367   503   566   1,436 
Write-offs and other  (84)  (89)  (5)  (178)
Balance as of March 31, 2021 $2,064  $1,212  $1,171  $4,447 


  
Accounts
Receivable
  
Notes
Receivable
  
Lease-Related
Receivables
  Total 
Balance April 1, 2014 $1,364  $3,364  $1,024  $5,752 
Provision for credit losses  28   209   (112)  125 
Write-offs and other  (223)  -   (31)  (254)
Balance March 31, 2015 $1,169  $3,573  $881  $5,623 


  
Accounts
Receivable
  
Notes
Receivable
  
Lease-Related
Receivables
  Total 
Balance April 1, 2013 $1,147  $3,137  $845  $5,129 
Provision for credit losses  344   227   179   750 
Write-offs and other  (127)  -   -   (127)
Balance March 31, 2014 $1,364  $3,364  $1,024  $5,752 
The following table provides our allowance for credit losses and minimum payments associated with our notes receivables and lease-related receivables disaggregated based on our impairment method as of March 31, 2020 (in thousands):

 March 31, 2020 
  
Notes
Receivable
  
Lease-
Receivables
 
Allowance for credit losses:      
Ending balance: collectively evaluated for impairment $736  $610 
Ending balance: individually evaluated for impairment  62   0 
Ending balance $798  $610 
         
Minimum payments:        
Ending balance: collectively evaluated for impairment $55,005  $69,492 
Ending balance: individually evaluated for impairment  412   0 
Ending balance $55,417  $69,492 

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

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 generally in the range of 2% to 10%.

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 generally in the range of 10% to 100%.

Our reserve for credit losses and minimum lease payments associated with our investment in direct financing and sales- type lease balances disaggregated on
The following table provides the amortized cost basis of our impairment method were as follows (in thousands):

  March 31, 2016  March 31, 2015 
  
Notes
Receivable
  
Lease-
Related
Receivables
  
Notes
Receivable
  
Lease-
Related
Receivables
 
Reserves for credit losses:            
Ending balance: collectively evaluated for impairment $279  $562  $440  $740 
Ending balance: individually evaluated for impairment  3,102   123   3,133   141 
Ending balance $3,381  $685  $3,573  $881 
                 
Minimum payments:                
Ending balance: collectively evaluated for impairment $41,340  $66,161  $56,525  $66,255 
Ending balance: individually evaluated for impairment  3,102   142   3,418   160 
Ending balance $44,442  $66,303  $59,943  $66,415 

The netfinancing receivables by CQR and by credit exposure for the balance evaluated individually for impairmentorigination year as of March 31, 2016 was $3.2 million, which is related to a customer in bankruptcy. The note and lease receivables associated with this customer are on non-accrual status.2021 (in thousands):


 
Amortized cost basis by origination year ending March 31,
          
  2021  2020  2019  2018  2017  Total  
Transfers
(2)
  
Net
credit
exposure
 
                         
Notes receivable:                        
                         
High CQR $93,793  $6,250  $769  $771  $19  $101,602  $(63,471) $38,131 
Average CQR  7,689   2,468   550   8   0   10,715   (2,896)  7,819 
Low CQR  0   0   324   0   0   324   0   324 
Total $101,482  $8,718  $1,643  $779  $19  $112,641  $(66,367) $46,274 
                                 
Lease receivables:                                
                                 
High CQR $28,898  $5,885  $1,798  $463  $125  $37,169  $(7,468) $29,701 
Average CQR  23,445   3,482   1,017   270   40   28,254   (4,592)  23,662 
Low CQR  0   0   0   0   0   0   0   0 
Total $52,343  $9,367  $2,815  $733  $165  $65,423  $(12,060) $53,363 
                                 
Total amortized cost (1) $153,825  $18,085  $4,458  $1,512  $184  $178,064  $(78,427) $99,637 

(1)
Unguaranteed residual values of $9,453 thousand that we retained after selling the related lease receivable and initial direct costs of notes receivable of $425 thousand are excluded from amortized cost.
(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.

The agefollowing table provides an aging analysis of the recorded minimum lease payments and net credit exposure associated with our investment in direct financing and sales-type leases that are past due disaggregated based on our internally assigned credit quality rating (“CQR”) were as followsreceivables as of March 31, 2016 and 20152021 (in thousands):


  
31-60
Days
Past
Due
  
61-90
Days
Past
Due
  
Greater
than 90
Days
Past
Due
  
Total
Past
Due
  Current  
Unbilled
Minimum
Lease
Payments
  
Total
Minimum
Lease
Payments
  
Unearned
Income
  
Non-
Recourse
Notes
Payable
  
Net
Credit
Exposure
 
                               
March 31, 2016                            
                               
High CQR $575  $52  $94  $721  $984  $46,157  $47,862  $(2,705) $(22,914) $22,243 
Average CQR  15   17   78   110   159   18,030   18,299   (1,387)  (8,714)  8,198 
Low CQR  -   -   142   142   -   -   142   (19)  -   123 
Total $590  $69  $314  $973  $1,143  $64,187  $66,303  $(4,111) $(31,628) $30,564 
                                         
March 31, 2015 ��                                   
                                         
High CQR $70  $185  $133  $388  $430  $41,213  $42,031  $(2,340) $(16,561) $23,130 
Average CQR  15   68   19   102   75   24,047   24,224   (1,742)  (9,397)  13,085 
Low CQR  -   -   -   -   -   160   160   (19)  -   141 
Total $85  $253  $152  $490  $505  $65,420  $66,415  $(4,101) $(25,958) $36,356 
 
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 $648  $910  $673  $2,231  $3,240  $5,471  $107,170  $112,641 
Lease receivables  804   132   643   1,579   2,566   4,145   61,278   65,423 
Total $1,452  $1,042  $1,316  $3,810  $5,806  $9,616  $168,448  $178,064 

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

 
31-60
Days
Past
Due
  
61-90
Days
Past
Due
  
Greater
than 90
Days
Past
Due
  
Total
Past
Due
  Current  
Unbilled
Minimum
Lease
Payments
  
Total
Minimum
Lease
Payments
  
Unearned
Income
  
Non-
Recourse
Notes
Payable
  
Net
Credit
Exposure
 
                               
High CQR $951  $105  $922  $1,978  $1,181  $33,581  $36,740  $(4,766) $(19,823) $12,151 
Average CQR  46   107   112   265   1,106   31,381   32,752   (3,646)  (18,693)  10,413 
Low CQR  0   0   0   0   0   0   0   0   0   0 
Total $997  $212  $1,034  $2,243  $2,287  $64,962  $69,492  $(8,412) $(38,516) $22,564 

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

 
31-60
Days
Past
Due
  
61-90
Days
Past
Due
  
Greater
than 90
Days
Past
Due
  
Total
Past
Due
  Current  
Unbilled
Notes
Receivable
  
Total
Notes
Receivable
  
Non-
Recourse
Notes
Payable
  
Net
Credit
Exposure
 
                            
High CQR $1,332  $2  $280  $1,614  $2,878  $29,057  $33,549  $(18,341) $15,208 
Average CQR  140   44   142   326   1,135   19,995   21,456   (16,636)  4,820 
Low CQR  63   0   152   215   0   197   412   0   412 
Total $1,535  $46  $574  $2,155  $4,013  $49,249  $55,417  $(34,977) $20,440 

Our financial assets on nonaccrual status were not significant as of March 31, 2021, and March 31, 2020.

The age of the recorded notes receivable balance disaggregated based on our internally assigned CQR were as follows as March 31, 2016 and 2015 (in thousands):

  
31-60
Days
Past
Due
  
61-90
Days
Past
Due
  
Greater
than 90
Days
Past Due
  
Total
Past
Due
  Current  
Unbilled
Notes
Receivable
  
Total
Notes
Receivable
  
Non-
Recourse
Notes
Payable
  
Net
Credit
Exposure
 
                            
March 31, 2016                         
                            
High CQR $399  $305  $2,168  $2,872  $301  $24,092  $27,265  $(11,644) $15,621 
Average CQR  -   -   -   -   202   13,873   14,075   (9,942)  4,133 
Low CQR  -   -   3,102   3,102   -   -   3,102   -   3,102 
Total $399  $305  $5,270  $5,974  $503  $37,965  $44,442  $(21,586) $22,856 
                                     
March 31, 2015                                 
                                     
High CQR $338  $260  $161  $759  $2,455  $35,996  $39,210  $(18,255) $20,955 
Average CQR  57   -   -   57   376   16,882   17,315   (11,665)  5,650 
Low CQR  -   -   656   656   -   2,762   3,418   -   3,418 
Total $395  $260  $817  $1,472  $2,831  $55,640  $59,943  $(29,920) $30,023 
8.PROPERTY, EQUIPMENT, AND OTHER ASSETS AND LIABILITIES

We estimate losses on our net credit exposure to be between 0% - 5% for customers with high CQR, as these customers are investment grade or the equivalent of investment grade. We estimate losses on our net credit exposure to be between 2% - 15% for customers with average CQR, and between 15% - 100% for customers with low CQR, which includes customers in bankruptcy.

6. PROPERTY, EQUIPMENT, AND OTHER ASSETS AND LIABILITIES

PROPERTY AND EQUIPMENTNET


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


 
March 31,
2016
  
March 31,
2015
  
March 31,
2021
  
March 31,
2020
 
Furniture, fixtures and equipment $15,033  $13,781  $26,612  $24,657 
Leasehold improvements  6,918   6,964 
Capitalized software  4,153   3,513 
Vehicles  370   370   546   315 
Capitalized software  4,018   4,007 
Leasehold improvements  3,978   3,497 
Total assets  23,399   21,655   38,229   35,449 
        
Accumulated depreciation and amortization  (17,133)  (15,528)  (30,841)  (28,296)
Property and equipment - net $6,266  $6,127  $7,388  $7,153 

For the years ended March 31, 2016, 20152021, 2020 and 2014,2019, depreciation and amortization expense on property and equipment, including amounts recognized in cost of sales, was $2.3$5.4 million, $1.5$4.8 million, and $1.3$4.7 million, respectively.

OTHER ASSETS AND LIABILITIES

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

 
March 31,
2021
  
March 31,
2020
 
Other current assets:      
Deposits & funds held in escrow $759  $926 
Prepaid assets  9,939   7,946 
Other  278   384 
Total $10,976  $9,256 
         
Property, equipment and other assets:
        
Property and equipment, net $7,388  $7,153 
Deferred costs - non-current  19,063   10,957 
Right-of-use assets  8,763   13,066 
Other  7,075   1,420 
Total $42,289  $32,596 
         
Other current liabilities:
        
Accrued expenses $13,598  $10,024 
Accrued income taxes payable  4,439   406 
Contingent consideration - current  0   220 
Short-term lease liability  3,934   4,815 
Other  8,090   7,521 
Total $30,061  $22,986 
         
Other liabilities:
        
Deferred revenue - non-current $26,309  $16,693 
Long-term lease liability  5,040   8,326 
Other  5,330   2,708 
Total $36,679  $27,727 

F - 21Deposits and funds held in escrow relate to financial assets that were sold to third-party banks. In conjunction with those sales, a portion of the proceeds were placed in escrow and were released during the current fiscal year upon payment of outstanding invoices related to the underlying financing arrangements that were sold.

OTHER ASSETS AND LIABILITIES

9.NOTES PAYABLE AND CREDIT FACILITY
Our other assets and liabilities consist of the following (in thousands):

  
March 31,
2016
  
March 31,
2015
 
Other current assets:
      
Deposits & funds held in escrow $3,116  $4,281 
Prepaid assets  6,683   2,652 
Other  850   480 
Total other current assets $10,649  $7,413 
         
Other assets:
        
Deferred costs $1,831  $2,308 
Property and equipment, net  6,266   6,127 
Other  547   813 
Total other assets - long term $8,644  $9,248 

  
March 31,
2016
  
March 31,
2015
 
Other current liabilities:
      
Accrued expenses $7,109  $5,302 
Deferred compensation  -   222 
Other  6,009   8,051 
Total other current liabilities $13,118  $13,575 
         
Other liabilities:
        
Deferred revenue $1,866  $2,923 
Other  397   890 
Total other liabilities - long term $2,263  $3,813 
Credit Facility

7. NOTES PAYABLE AND CREDIT FACILITY

Recourse and non-recourse obligations consist of the following (in thousands):

  
March 31,
2016
  
March 31,
2015
 
       
Recourse notes payable with interest rates ranging from 2.70% and 4.13% at March 31, 2016 and ranging from 2.24% and 4.13% at March 31, 2015.      
Current $2,288  $889 
Long-term  1,054   2,801 
Total recourse notes payable $3,342  $3,690 
         
Non-recourse notes payable secured by financing receivables and investments in operating leases with interest rates ranging from 1.70% to 8.50% at March 31, 2016 and ranging from 1.70% to 10.00% as of March 31, 2015.        
Current $26,042  $28,560 
Long-term  18,038   24,314 
Total non-recourse notes payable $44,080  $52,874 

Principal and interest payments on the non-recourse notes payable are generally due monthly 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 forWithin our non-recourse notes payable was 3.13% and 3.23%, as of March 31, 2016 and March 31, 2015, respectively. The weighted average interest rate for our recourse notes payable was 3.24% and 3.19%, as of March 31, 2016 and March 31, 2015, respectively. Under recourse financing, in the event of a default by a customer, the lender has recourse against the customer, the assets serving as collateral, and us. Under non-recourse financing, 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.
In May 2014, we entered into an agreement to repurchase the rights, title and interest to payments due under a financing agreement. The financing agreement was previously assigned to a third party financial institution and accounted for as a secured borrowing. In conjunction with the repurchase agreement, we recognized a gain of $1.4 million, which is presented within other income in our consolidated statement of operations.

Our technology segment, through our subsidiary ePlus Technology, inc., finances and certain of its subsidiaries finance their operations with funds generated from operations, and with a credit facility with Wells Fargo Commercial Distribution Finance, LLC or WFCDF.(“WFCDF”). This facility provides short-term capital for our technology segment. There are two2 components of the WFCDF credit facility: (1) a floor plan component and (2) an accounts receivable component.

Under the floor plan component, we had outstanding balances of $121.9$98.7 million and $99.4$127.4 million as of March 31, 20162021, and 2015, respectively. UnderMarch 31, 2020, respectively, and are presented as accounts payable – floorplan. The fair value of the outstanding balance under the credit facility was equal to its carrying value as of March 31, 2021, and March 31, 2020.

On May 18, 2020, we executed an amendment to the WFCDF credit facility that increased the aggregate limit of the 2 components, except during a temporary uplift, to $275 million. Additionally, we have an election to temporarily increase the aggregate limit to $350 million for a period of not less than 30 days, provided that all such periods shall not exceed 150 days in the aggregate in any calendar year. Further, the amendment increased the limit on the accounts receivable component we had no outstanding balances as of March 31, 2016the WFCDF credit facility to $100 million, changed the interest rate to two percent (2.00%) plus the greater of one month LIBOR or seventy-five hundredths of one percent (0.75%), and 2015. modified certain restrictions on ePlus Technology, inc.’s ability to pay dividends to ePlus inc.

As of March 31, 2016,2021, the facility agreement had an aggregate limit of the two2 components of $250the credit facility was $275 million, and the accounts receivable component had a sub-limit of $30 million, which bears interest assessed at a rate$100 million. Our borrowing availability under the credit facility varies based upon the value of the One Month LIBOR plus tworeceivables and one half percent.inventory of ePlus Technology, inc., and certain of its subsidiaries. Under the accounts receivable component, we had 0 outstanding balance as of March 31, 2021 and $35 million outstanding as of March 31, 2020. The accounts receivable component is presented as recourse notes payable – current.


The WFCDF credit facility has full recourse to is secured by the assets of ePlus Technology, inc. and is securedcertain of its subsidiaries. Additionally, the credit facility requires a guaranty of $10.5 million by a blanket lien against all its assets, such as receivables and inventory. Availability under the facility may be limited by the asset value of equipment we purchase or accounts receivable, and may be further limited by certain covenants and terms and conditions of the facility. These covenants include but are not limited to a minimum excess availability of the facility and minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”) of ePlus Technology, inc. We were in compliance with these covenants as of March 31, 2016. In addition, the

The credit facility restricts the ability of ePlus Technology, inc. and certain of its subsidiaries to transfer funds to its affiliates in the form of dividends, loans or advances with certain exceptions forpay dividends to ePlus inc. unless their available borrowing meets certain thresholds. As of March 31, 2021, their available borrowing met the threshold such that there were0 restricted net assets of ePlus Technology, inc.

The credit facility also requires that financial statements of ePlusePlus Technology, inc. and certain of its subsidiaries be provided within45 days of each quarter and 90 days of each fiscal year end and also includesrequires that other operational reports be provided on a regular basis. Either party may terminate with90 days’ advance notice. We are not, and do not believe that we are reasonably likely to be, in breach of the WFCDF credit facility. In addition, we do not believe that the covenants of the WFCDF credit facility materially limit our ability to undertake financing. In this regard, the covenants apply only to our subsidiary, ePlus Technology, inc. This credit facility is secured by the assets of only ePlus Technology, inc. and the guaranty as described below.


The facility provided by WFCDF requires a guaranty of $10.5 million by ePlus inc. The guaranty requires ePlus inc. to deliver its annual audited financial statements by certain dates. We have delivered the annual audited financial statements for the year ended March 31, 2015, as required. The loss of the WFCDF credit facility could have a material adverse effect on our future results as we currently rely on this facility and its components for daily working capital and liquidity for our technology segment and as an operational function of our accounts payable process.


Recourse and non-recourseNotes Payable

Recourse notes payable consist of borrowings that, in the event of default, the lender has recourse against us in addition to the assets serving as collateral. We had $18.1 million and $2.3 million as of March 31, 2016, mature2021 and March 31, 2020, respectively in recourse borrowings that were collateralized by investments in notes receivable and leases. Our principal and interest payments are generally due periodically at the same time payments are due from the customer under the leases or notes receivable that collateralize the notes payable. The weighted average interest rate for these borrowings was3.50% as follows (in thousands):of March 31, 2021 and 2.55% as of March 31, 2020.


  
Recourse Notes
Payable
  
Non-Recourse
Notes Payable
 
       
Year ending March 31, 2017 $2,288  $26,042 
2018  1,054   12,513 
2019  -   3,988 
2020  -   1,055 
2021 and thereafter  -   482 
  $3,342  $44,080 
Non-recourse Notes Payable

Non-recourse notes payable consists of borrowings that, in the event of a default by a customer, the lender generally only has recourse against the customer, and the assets serving as collateral, but not against us. As of March 31, 2021, and March 31, 2020, we had $56.1 million and $35.5 million, respectively, of non-recourse borrowings that were collateralized by investments in notes and leases. Principal and interest payments are generally due periodically in amounts that are approximately equal to the total payments due from the customer under the leases or notes receivable that collateralize the notes payable. The weighted average interest rate for our non-recourse notes payable was 3.35% and 3.84%, as of March 31, 2021, and March 31, 2020, respectively.

8. COMMITMENTS AND CONTINGENCIES

We lease office space and certain office equipment to conduct our business. Annual rent expense relating to these operating leases was $4.9 million, $4.7 million, and $3.8 million for the years ended March 31, 2016, 2015 and 2014, respectively. As of March 31, 2016, the future minimum lease payments are due as follows (in thousands):
Contractual Obligations
  
    
Year ending March 31, 2017 $4,207 
2018  3,393 
2019  1,875 
2020  951 
2021 and thereafter  382 
Operating lease obligations (1) $10,808 

10.(1)Excluding taxes, insurance and common area maintenance charges.COMMITMENTS AND CONTINGENCIES


Legal Proceedings

On May 23, 2011, the United States District Court for the Eastern District of Virginia entered judgment in our favor, against Lawson Software, Inc. (“Lawson”), for $18.2 million, in a lawsuit we filed against Lawson alleging patent infringement. Subsequently, the United States Patent and Trademark Office canceled the patent, and the Federal Circuit Court of Appeals vacated the judgment. On February 29, 2016 the United States Supreme Court denied our petition for certiorari, in which we asked the court to hear our appeal. As a result, the lawsuit has concluded.

We are not currently a party to any legal proceedings with loss contingencies that are expected to be material. From time to time, we have been a plaintiff, or may be named as a defendant, in legal actions arising from our normal business activities, none of which has had a material effect on our business, results of operations or financial condition. Legal proceedings which may arise in the ordinary course of business including preference payment claims asserted in customer bankruptcy proceedings, tax audits, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions, employment related claims, claims by competitors, vendors or customers, claims related to alleged violations of laws and regulations, and claims relating to alleged security or privacy breaches. We attempt to ameliorate the effect of potential litigation through insurance coverage and contractual protections such as rights to indemnifications and limitations of liability. We do not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on our financial condition or results of operations, however, litigation is inherently unpredictable. Therefore, judgments could be rendered or settlements entered that could adversely affect our results of operations or cash flows in a particular period. We provide for costs related to contingencies when a loss is probable and the amount is reasonably determinable.

Contingencies Related to Third-Party Review


From time to time, we are subject to potentialmay be involved in routine legal proceedings, as well as demands, claims and assessments from third parties. We are also subject to various governmental, customerthreatened litigation that arise in the normal course of our business. The ultimate amount of liability and partner audits. We continually assess whetherexpenses, if any, for any claims of any type (either alone or not such claims have meritin the aggregate) may materially and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities inadversely affect our consolidated financial statements. Such estimates are subject to change and may affect ourcondition, results of operations and our cash flows.

Employment Contractsliquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and Severance Plans

We have employment contracts with,adversely affect us due to legal costs and plans covering certain membersexpenses, diversion of management under which severance payments would become payableattention and other factors. We expense legal costs in the eventperiod incurred. We cannot assure that additional contingencies of specified terminations without causea legal nature or terminations under certain circumstances after a changecontingencies having legal aspects will not be asserted against us in control. In addition, vesting of non-vested restricted stock awards would accelerate following a change in control. If severance payments under the future, and these matters could relate to prior, current employment agreements or plan payments were to become payable, the severance payments would generally range from twelve to twenty-six months of salary.
F - 24

future transactions or events.
9. EARNINGS PER SHARE

11.EARNINGS PER SHARE

Basic earnings per share is computed by dividing net earnings attributable to common shares by the weighted average number of common shares outstanding for the period. Diluted net earnings per share include the potential dilution of securities that could participate in our earnings, but not securities that are anti-dilutive. Certain unvested shares of restricted stock awards (“RSAs”) contain non-forfeitable rights to dividends, whether paid or unpaid. As a result, these RSAs are considered participating securities because their holders have the right to participate in earnings with common stockholders. We use the two-class method to allocate net income between common shares and other participating securities. As of March 31, 2016, we had no unvested shares of RSAs that contained non-forfeitable rights to dividends. We no longer grant RSAs that contain non-forfeitable rights to dividends.


The following table provides a reconciliation of the numerators and denominators used to calculate basic and diluted net earnings per common share as disclosed in our consolidated statements of operations for the fiscal years ended March 31, 2016, 2015,2021, 2020 and 20142019 (in thousands, except per share data).


  Year Ended March 31, 
  2016  2015  2014 
Basic and diluted common shares outstanding:
         
Weighted average common shares outstanding — basic  7,256   7,318   7,927 
Effect of dilutive shares  88   75   72 
Weighted average shares common outstanding — diluted  7,344   7,393   7,999 
             
Calculation of earnings per common share - basic:
            
Net earnings $44,747  $45,840  $35,273 
Net earnings attributable to participating securities  -   59   307 
Net earnings attributable to common shareholders $44,747  $45,781  $34,966 
             
Earnings per common share - basic $6.17  $6.26  $4.41 
             
Calculation of earnings per common share - diluted:
            
Net earnings attributable to common shareholders— basic $44,747  $45,781  $34,966 
Add: undistributed earnings attributable to participating securities  -   1   3 
Net earnings attributable to common shareholders— diluted $44,747  $45,782  $34,969 
             
Earnings per common share - diluted $6.09  $6.19  $4.37 

 2021  2020  2019 
          
Net earnings attributable to common shareholders - basic and diluted $74,397  $69,082  $63,192 
             
Basic and diluted common shares outstanding:            
Weighted average common shares outstanding — basic  13,337   13,327   13,448 
Effect of dilutive shares  80   88   130 
Weighted average shares common outstanding — diluted  13,417   13,415   13,578 
             
Earnings per common share - basic $5.58  $5.18  $4.70 
             
Earnings per common share - diluted $5.54  $5.15  $4.65 
There were no unexercised stock options during the years ended March 31, 2016 and 2015. All unexercised stock options were included in the computations of diluted earnings per common share for the year ended March 31, 2014.
12.STOCKHOLDERS’ EQUITY

10. STOCKHOLDERS’ EQUITYShare Repurchase Plan


On August 13, 2015, May 24, 2019, our board of directors authorized the Companyrepurchase up to 500,000 shares of our outstanding common stock over a 12-month period beginning on May 28, 2019 through May 27, 2020. On May 20, 2020, our board of directors authorized the repurchase of up to 500,000 shares of our outstanding common stock over a 12-month period beginning May 28, 2020 and ending on August 17, 2015 through August 16, 2016. The planMay 27, 2021. On March 18, 2021, our board of directors authorized the repurchase of up to 500,000 shares of our outstanding common stock over a 12-month period beginning May 28, 2021 and ending on May 27, 2022.

These plans authorized purchases to be made from time to time in the open market, or in privately negotiated transactions, subject to availability. Any repurchased shares will have the status of treasury shares and may be used, when needed, for general corporate purposes. This new authorization replaced the company’s previous repurchase plan which expired on June 15, 2015.


During the year ended March 31, 2016,2021, we repurchased 116,302purchased 59,101 shares of our outstanding common stock at an average cost of $76.21$71.83 per share for a total purchase price of $8.9$4.2 million under the share repurchase plans. Weplan; we also purchased 30,447acquired 37,640 shares of common stock at a value of $2.7 million to satisfy tax withholding obligations relating to the vesting of employees’ restricted stock.
During the year ended March 31, 2015,2020, we repurchased 700,113purchased 161,976 shares of our outstanding common stock at an average cost of $50.93$70.39 per share for a total purchase price of $35.7$11.4 million under the share repurchase plan, and 35,158 were repurchasedplan. We also acquired 41,817 shares of common stock at a value of $3.0 million to satisfy tax withholding obligations duerelating to the vesting of employees’ restricted stock.

Since

13.SHARE-BASED COMPENSATION

Share-Based Plans

In each of the inception of our initial repurchase program on September 20, 2001 toyears ended March 31, 2016,2021, 2020 and 2019, we have repurchased approximately 5.7 million shares of ourissued share-based payment awards and had outstanding common stock at an average cost of $21.15 per share for a total purchase price of $120.5 million.

11. SHARE-BASED COMPENSATION

 Share-Based Plans

We have share-based payment awards outstanding under the followingplans: (1) the 2008 Non-Employee Director Long-Term Incentive Plan (“2008 Director LTIP”), and (2) the 2012 Employee Long-Term Incentive Plan (“2012 Employee LTIP”). For, and (2) the year ended March 31, 2016, awards were issued under the 20082017 Non-Employee Director LTIP and the 2012 Employee LTIP. All the share-based plans defined fair market value as the previous trading day's closing price when the grant date falls on a date the stock was not traded.Long-Term Incentive Plan (“2017 Director LTIP”).

2008 Director LTIP

On September 15, 2008, our stockholders approved the 2008 Director LTIP that was adopted by the Board on June 25, 2008. Under the 2008 Director LTIP, 250,000 shares were authorized for grant to non-employee directors. The purpose of the 2008 Director LTIP is to align the economic interests of the directors with the interests of stockholders by including equity as a component of pay and to attract, motivate and retain experienced and knowledgeable directors. In addition, each director will receive an annual grant of restricted stock having a grant-date fair value equal to the cash compensation earned by an outside director during our fiscal year ended immediately before the respective annual grant-date. Directors may elect to receive their cash compensation in restricted stock. These restricted shares are prohibited from being sold, transferred, assigned, pledged or otherwise encumbered or disposed of. Half of these shares will vest on the one-year anniversary and another half of these shares will vest on the second-year anniversary from the date of the grant.


2012 Employee LTIP


On September 13, 2012, our stockholders approved the 2012 Employee LTIP that was adopted by the Board on July 10, 2012. Under the 2012 Employee LTIP, 750,0001,500,000 shares were authorized for grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, or other share-based awards to ePlus employees. The purpose of the 2012 Employee LTIP is to encourage our employees to acquire a proprietary interest in the growth and performance of ePlus, thus enhancing the value of ePlus for the benefit of its stockholders, and to enhance our ability to attract and retain exceptionally qualified individuals. The 2012 Employee LTIP is administered by the Compensation Committee. Shares issuable under the 2012 Employee LTIP may consist of authorized but unissued shares or shares held in our treasury. Shares under the 2012 Employee LTIP will not be used to compensate our outside directors, who may be compensated under the separate 20082017 Director LTIP, as discussed above.below. Under the 2012 Employee LTIP, the Compensation Committee will determine the time and method of exercise or vesting of the awards.


2017 Director LTIP

On September 12, 2017, our stockholders approved the 2017 Director LTIP that was adopted by the Board on July 24, 2017. Under the 2017 Director LTIP, 150,000 shares were authorized for grant to non-employee directors. The purpose of the 2017 Director LTIP is to align the economic interests of the directors with the interests of stockholders by including equity as a component of pay and to attract, motivate and retain experienced and knowledgeable directors. Each director receives an annual grant of restricted stock having a grant-date fair value equal to the cash compensation earned by an outside director during our fiscal year ended immediately before the respective annual grant-date. Directors may elect to receive their cash compensation in restricted stock. These restricted shares are prohibited from being sold, transferred, assigned, pledged or otherwise encumbered or disposed of. The shares vest half on the one-year anniversary and half on the second-year anniversary from the date of the grant.

Stock Option Activity


During the years ended March 31, 20162021, 2020, and 2015, there were no2019, we did 0t grant any stock options, granted to employees andnor did we had nohave any outstanding stock options.

Restricted Stock Activity

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

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

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

 
Number of
Shares
  
Weighted Average
Grant-date Fair Value
 
       
Nonvested April 1, 2020  193,580  $73.74 
Granted  100,210  $71.89 
Vested  (110,412) $70.03 
Forfeited  0  $0 
Nonvested March 31, 2021  183,378  $74.97 

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

Restricted Stock Activity

We estimateThe weighted-average grant date fair value of restricted shares granted during the forfeiture rate of the restricted stock to be zero. As ofyears ended March 31, 2016, we have granted 122,951 shares under the 2008 Director LTIP2021, 2020, and 274,2542019 was $71.89, $72.93, and $94.22, respectively.

The aggregated fair value of restricted shares underthat vested during the 2012 Employee LTIP.years ended March 31, 2021, 2020, and 2019 was $7.7 million, $7.6 million, and $6.6 million, respectively.

A summary of the non-vested restricted shares is as follows:

  
Number of
Shares
  
Weighted
Average Grant-
date Fair Value
 
       
Non-vested April 1, 2015  176,514  $52.75 
Granted  125,562  $81.78 
Vested  (95,927) $48.87 
Forfeited  (2,321) $64.06 
Non-vested March 31, 2016  203,828  $72.33 

Upon each vesting period of the restricted stock awards to employees, participants are subject to minimum tax withholding obligations. The 2008 Director2012 Employee LTIP and the 2012 Employee2017 Director LTIP allow the Company, at the participant’s election,allows us to withhold a sufficient number of shares due to the participant to satisfy their minimum tax withholding obligations. For the year ended March 31, 2016, the Company had2021, we withheld 30,44737,640 shares of common stock, at a value of $2.5$2.7 million, which was included in treasury stock. For the year ended March 31, 2015, the Company had2020, we withheld 35,15841,817 shares of common stock, at a value of $2.0$3.0 million, which was included in treasury stock.


Compensation Expense


We recognize compensation cost for awards of restricted stock with graded vesting on a straight linestraight-line basis over the requisite service period and estimate the forfeiture rate to be zero, based on historical experience.period. We account for forfeitures when they occur. There are no additional conditions for vesting other than service conditions.

During the years ended March 31, 2016, 20152021, 2020 and 20142019, we recognized $5.7$7.2 million, $4.6$8.0 million and $4.0$7.2 million, respectively, of total share-based compensation expense. UnrecognizedWe recognized tax benefits related to share-based compensation of $2.2 million, $2.2 million, and $2.0 million for the years ended March 31, 2021, 2020, and 2019, respectively, which were included as a reduction to our provision for income taxes. As of March 31, 2021, the total unrecognized compensation expense related to non-vested restricted stock was $10.0$8.2 million, which willis expected to be fully recognized over the next 51a weighted-average period of 27 months.


We also provide our employees with a contributory 401(k) profit sharing plan. Employer contribution percentagesWe may make contributions, which are determined by us andfully vested when they are discretionary each year.made, to the plan. These contributions are not required. The employerdecision whether to make contributions vest pro-ratably over a four-year service period by the employees, after which, all employer contributions will be fully vested. is entirely within our discretion. For the years ended March 31, 2016, 20152021, 2020 and 2014,2019, our employer contributions for the plan were approximately $1.4$3.0 million, $1.4$2.8 million, and $1.1$2.4 million, respectively.

12. INCOME TAXES

14.INCOME TAXES

We account for our tax positions in accordance with Codification Topic Income Taxes.740. Under the guidance, we evaluate uncertain tax positions based on the two-step approach. The first step is to evaluate each uncertain tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in an audit, including resolution of related appeals or litigation processes, if any. For tax positions that are not likely of being sustained upon audit, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon ultimate settlement.


As of March 31, 2015, we had $72 thousand ofOur total gross unrecognized tax benefits recorded for uncertain income tax, position in accordance with Income Taxes in the Codification. Duringand interest and penalties thereon, were negligible as of March 31, 2021, and March 31, 2020. We had 0 additions or reductions to our gross  uncertain income tax positions during the year ended March 31, 2016, we had no additions or reductions for uncertain income tax positions therefore our balance remains unchanged at $72 thousand.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

  Year Ended March 31, 
  2016  2015 
       
Beginning balance $72  $149 
Reductions to uncertain tax positions  -   (77)
Ending balance $72  $72 
At March 31, 2016, if the unrecognized tax benefits of $72 thousand were to be recognized, including the effect of interest, penalties and federal tax benefit, the impact would have been $104 thousand. At March 31, 2015, if the unrecognized tax benefits of $72 thousand were to be recognized, including the effect of interest, penalties and federal tax benefit, the impact would have been $101 thousand.

In accordance with our accounting policy, we2021. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the fiscal years ended March 31, 2016 and 2015, we recognized $4 thousand


We file income tax returns, including returns for our subsidiaries, with federal, state, local, and foreign jurisdictions. Tax years 2012, 20132018, 2019 and 20142020 are subjected to examination by federal and state taxing authorities. Various state and local income tax returns are also under examination by taxing authorities. We do not believe that the outcome of any examination will have a material impact on our financial statements.


A reconciliation of income taxes computed at the statutory federal income tax rate of 35%21.0% to the provision for income taxes included in the consolidated statements of operations is as follows (in thousands, except percentages):


 Year Ended March 31,  Year Ended March 31, 
 2016  2015  2014  2021  2020  2019 
                  
Statutory federal income tax rate  35%  35%  35%  21.0%  21.0%  21.0%
Income tax expense computed at the U.S. statutory federal rate $26,513  $27,410  $21,040  $22,450  $20,182  $18,139 
Effect of federal reduction of statutory rate  0   0   0 
State income tax expense—net of federal benefit  3,544   4,193   3,080   6,941   5,659   4,795 
Non-deductible executive compensation  331   222   248   2,052   613   630 
Other  616   648   457   1,066   423   (526)
Provision for income taxes $31,004  $32,473  $24,825  $32,509  $26,877  $23,038 
Effective income tax rate  40.9%  41.5%  41.3%  30.4%  28.0%  26.7%


The components of the provision for income taxes are as follows (in thousands):


 Year Ended March 31,  Year Ended March 31, 
 2016  2015  2014  2021  2020  2019 
Current:
                  
Federal $21,361  $27,665  $23,313  $26,054  $19,367  $12,709 
State  6,114   6,667   5,033   9,882   9,520   6,591 
Foreign  13   3   15   770   200   454 
Total current expense  27,488   34,335   28,361   36,706   29,087   19,754 
                        
Deferred:
                        
Federal  3,727   (1,591)  (3,274)  (3,067)  (492)  3,826 
State  (211)  (271)  (262)  (1,096)  (1,799)  (249)
Foreign  (34)  81   (293)
Total deferred expense (benefit)  3,516   (1,862)  (3,536)  (4,197)  (2,210)  3,284 
                        
Provision for income taxes $31,004  $32,473  $24,825  $32,509  $26,877  $23,038 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities were as follows (in thousands):


  March 31, 
  2016  2015 
Deferred Tax Assets:
      
Accrued vacation $2,116  $1,955 
Deferred compensation  -   89 
Deferred revenue  1,046   369 
Foreign net operating loss carryforward  461   - 
Reserve for credit losses  1,929   2,066 
Restricted stock  1,778   1,431 
Other credits and carryforwards  1,275   1,235 
Other accruals and reserves  1,556   687 
Gross deferred tax assets  10,161   7,832 
Less: valuation allowance  (1,270)  (1,223)
Net deferred tax assets  8,891   6,609 
         
Deferred Tax Liabilities:
        
Basis difference in fixed assets  (1,170)  (1,238)
Basis difference in operating leases  (7,749)  (2,356)
Basis difference in tax deductible goodwill  (2,973)  (2,411)
Total deferred tax  liabilities  (11,892)  (6,005)
         
Net deferred tax (liabilities) assets $(3,001) $604 
 March 31, 
  2021  2020 
Deferred tax assets:      
Accrued vacation $2,537  $1,966 
Deferred revenue  4,227   3,175 
Allowance for credit losses  1,048   792 
Restricted stock  772   1,575 
Other deferred tax assets  1,552   608 
Accrued bonus  2,277   2,426 
Lease liabilities  2,476   2,550 
Other credits and carryforwards  0   1,385 
Gross deferred tax assets  14,889   14,477 
Less: valuation allowance  0   (1,385)
Net deferred tax assets  14,889   13,092 
         
Deferred tax liabilities:        
Property and equipment  (2,391)  (2,102)
Operating leases  (6,948)  (10,098)
Prepaid expenses  (912)  (817)
Right-of-use assets  (2,419)  (2,535)
Tax deductible goodwill  (751)  (270)
Total deferred tax  liabilities  (13,421)  (15,822)
         
Net deferred tax asset (liability) $1,468  $(2,730)

The effective income tax rate for the year ended March 31, 2016 was 40.9%, compared to 41.5% of the previous fiscal year.

As ofOn March 31, 2016, we haveestablished a deferred tax asset for state capital loss carryforwards of approximately $1.3 million, which have been fully reserved. The valuation allowance resulted from management's determination, basedexpired on available evidence,March 31, 2021. We believed that it was more likely than not that the state capital lossbenefit from this deferred tax asset balance maywould not be realized. If not realized and a full valuation allowance was provided. As the carryforward period for these state capital loss carryforwards will generally expire in 5 years.

Aslosses expired as of March 31, 2016,2021, we have a foreign net operating loss of approximately $0.5 million related to operations inreversed the United Kingdom. No valuation allowance was recognized as a result of management's determination, based on available evidence, that it was more likely than not that the foreign net operating loss deferred tax asset balance will be realized. The foreign net operating loss is not set to expire.
F - 29

and valuation allowance.
13. FAIR VALUE MEASUREMENTS

15.FAIR VALUE MEASUREMENTS

We account for the fair values of our assets and liabilities in accordance with Codification Topic Fair Value Measurement and Disclosure. Accordingly, we establishedutilizing a three-tierthree-tier value hierarchy, which prioritizes the inputs used in measuring fair value.


The following tables summarizetable provides the fair value of our assets and liabilities measured at fair value as categorized within the fair value hierarchy of our financial instruments as of March 31, 20162021, and 2015March 31, 2020 (in thousands) 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)
 
March 31, 2021            
Assets:            
Money market funds $45,134  $45,134  $0  $0 
                 
March 31, 2020                
Assets:                
Money market funds $128  $128  $0  $0 
Liabilities:                
Contingent consideration $220  $0  $0  $220 

     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)
 
March 31, 2016
            
Assets:            
             
Money market funds $39,509  $39,509  $-  $- 
                 
Liabilities:                
                 
Contingent consideration $1,041  $-  $-  $1,041 
                 
March 31, 2015
                
Assets:                
                 
Money market funds $25,004  $25,004  $-  $- 
                 
Liabilities:                
                 
Contingent consideration $1,830  $-  $-  $1,830 


For the year ended March 31, 2016,2021, we recordeddid 0t record significant adjustments that increased the fair value ofto our liability for contingent consideration by $369 thousand. We recorded an adjustment to decrease by $150 thousand the fair value of the contingent consideration during the year ended March 31, 2015. These adjustments were presented within general and administrative expenses in our consolidated statement of operations. We estimated the fair value usingarising from a Monte Carlo simulation model.

During the year ended March 31, 2016past business combination. In August 2020, we paid $1.2 million$219 thousand to fully satisfy the current obligations of thea contingent consideration arrangement.


14.BUSINESS COMBINATIONS

IGX acquisition

On December 4, 2015, our subsidiary ePlus Technology, inc., acquired certain assets and assumed certain liabilities of IGX Acquisition Global, LLC (“IGX Acquisition”), and IGX Support, LLC, including IGX Acquisition’s wholly-owned subsidiary, IGXGlobal UK Limited (collectively, “IGX”), which provide advanced security solutions, secured networking products and related professional services to a diverse set of domestic and international customers including commercial, enterprise, and state, local, and education (SLED) organizations. IGX is headquartered near Hartford, CT and has a sales presence in New York and Boston as well as an operating branch in London that serves its United Kingdom (“UK”) and global customers. IGXGlobal UK Limited is a private limited company, registered in England and Wales.
During the year ended March 31, 2020 we recorded adjustments of $1.4 million to reflect increases in the fair value of our existing contingent consideration liabilities and paid $10.1 million to satisfy the obligations of our contingent consideration arrangements.

16.BUSINESS COMBINATIONS

Systems Management Planning (SMP)

On December 31, 2020, our subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of SMP, an established provider of technology solutions and services in upstate New York and the Northeast. The total purchase price, netacquisition enhances ePlus’ footprint across the region, broadens our technology solution offerings especially in the areas of cash acquired,collaboration and supporting virtual employees, and adds to ePlus’ set of commercial, enterprise and state, local, and education customers.

Our sum of consideration transferred was $16.6$27.0 million consisting of $29.0 million paid in cash. Thecash at closing less $2.0 million that was paid back to us in our quarter ended March 31, 2021 related to a working capital adjustment. Our allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):

  
Acquisition
Date Amount
 
    
Accounts receivable—trade, net $8,457 
Property and equipment  81 
Identified intangible assets  8,710 
Accounts payable and other current liabilities  (8,641)
Deferred tax liability  (89)
     
Total identifiable net assets  8,518 
Goodwill  8,131 
     
Total purchase consideration $16,649 

 
Acquisition Date
Amount
 
Accounts receivable $14,526 
Other assets  3,344 
Identified intangible assets  14,280 
Accounts payable and other current liabilities  (11,424)
Performance obligations  (2,020)
Total identifiable net assets  18,706 
Goodwill  8,328 
Total purchase consideration $27,034 

The identified intangible assets consist of $14.3 million consists of customer relationships with an estimated useful life of seven years. The fair value of acquired receivables equals the following:gross contractual amounts receivable. We expect to collect all acquired receivables.

  
Estimated
Useful Lives
(in years)
  
Acquisition
Date Amount
 
       
Intangible assets—customer relationships  7  $7,680 
Intangible assets—trade names  10   520 
Intangible assets—backlog  1   510 
         
Total identified intangible assets     $8,710 

We assignedrecognized goodwill related to this transaction of $8.1$8.3 million, which was assigned to our technology reporting unit. The goodwill recognized in the acquisition is attributable to the acquired assembled workforce an entry into the UK and European markets and expected synergies, none of which qualify for recognition as a separate intangible asset. The total amount of goodwill that is expected to be deductible for tax purposes is $5.8 million.purposes. The amount of revenues and earnings of the acquiree since the acquisition date are not material. Likewise, the impact to our revenuesthe revenue and net earnings from thisof the combined entity for the current reporting period as though the acquisition date had been April 1, 2020, is not material.


Evolve acquisitionABS Technology


On August 18, 2014,23,2019, our subsidiary, ePlusePlus Technology, inc., acquired the operatingcertain assets and assumed certain liabilities of Granite BusinessInnovative Systems & Solutions, Inc. dba Evolve(“ABS Technology”), a Virginia Beach, Virginia- headquartered solutions provider with deep expertise in managed services, networking, collaboration, and security solutions. ABS Technology Group (“Evolve”). Locatedenhances ePlus’ existing solutions portfolio and market position in Sacramento, CA, Evolve provided information security, collaboration, virtualizationRichmond and data center solutions to an established customer basesouthern Virginia.

Our sum of state, local and educational institutions, as well as commercial enterprises. Our acquisition expands our presenceconsideration transferred was $15.3 million consisting of $13.8 million paid in cash at closing plus $1.7 million that was paid primarily during the western United States.

The total purchase price was $10.5 million, which consists of cash paid, amounts to be paid to Evolveyear ended March 31, 2020, upon the collection of certain accounts receivables,receivable, and the fair valueless $0.2 million that was repaid to us in December 2019 due to a working capital adjustment.

Our allocation of the contingentpurchase consideration to be $2.0 million as of the acquisition date using a Monte Carlo simulation model. The maximum payout for contingent consideration is $2.5 million over 3 years. The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date, including identifiableis presented below (in thousands):

 
Acquisition Date
Amount
 
Accounts receivable $9,208 
Other assets  743 
Identified intangible assets  5,720 
Accounts payable and other current liabilities  (6,715)
Performance obligation  (1,140)
Total identifiable net assets  7,816 
Goodwill  7,461 
Total purchase consideration $15,277 

The identified intangible assets of $4.0$5.7 million related to consist of customer relationships with an estimated useful life of 6seven years and other net assets. The fair value of $0.6 million. acquired receivables equals the gross contractual amounts receivable. We expect to collect all acquired receivables.

We recognized goodwill related to this transaction of $4.5$7.5 million, which was assigned to our technology reporting unit. The goodwill recognized in the acquisition is attributable to the acquired assembled workforce and expected synergies, none of which qualify for recognition as a separate intangible asset. The total amount of goodwill is expected to be deductible for tax purposes. The amount of revenues and earnings of the acquiree since the acquisition date are not material. Likewise, the impact to the revenue and earnings of the combined entity for the current reporting period as though the acquisition date had been April 1,2019, is not material.

SLAIT Consulting, LLC (SLAIT)

On January 18, 2019, our subsidiary, ePlus Technology, inc., acquired 100% of the stock of SLAIT, Consulting, LLC (“SLAIT”), an IT consulting and solutions provider with a focus on security advisory and managed services, managed help desk, specialized IT, staffing, and data center solutions. SLAIT is headquartered in Virginia Beach, Virginia and has locations in Richmond, Virginia, and Charlotte, North Carolina. SLAIT provides consultative services in governance, risk management and compliance; bespoke help desk and managed services solutions, and has relationships with fast-growing emerging vendors and related sales and engineering capabilities.

Our sum of consideration transferred is $50.0 million consisting of $50.7 million paid in cash at closing, less $1.0 million cash acquired, and plus a working capital adjustment of $0.3 million that we paid in May 2019.Our  allocation of the final purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):

 
Acquisition Date
Amount
 
Accounts receivable $10,209 
Other assets  1,050 
Identified intangible assets  18,190 
Accounts payable and other current liabilities  (8,611)
Performance obligation  (5,110)
Total identifiable net assets  15,728 
Goodwill  34,301 
Total purchase consideration $50,029 

The identified intangible assets of $18.2 million consist of customer relationships with an estimated useful life of 10 years. The fair value of acquired receivables equals the gross contractual amounts receivable. We collected all acquired receivables.

We recognized goodwill related to this transaction of $34.3 million, which was assigned to our technology reporting unit. The goodwill recognized in the acquisition is attributable to the acquired assembled workforce their presence in the western United States, and expected synergies, none of which qualify for recognition as a separate intangible asset. Goodwill associated with the acquisitionThe 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 reporting period ending March 31,2019, as though the acquisition date had been April 1,2018, is not material.

15. SEGMENT REPORTING

17.SEGMENT REPORTING

The Company’sOur segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the chief operating decision-maker (“CODM”) for deciding how to allocate resources and for assessing performance. Our CODM is our Chief Executive Officer and President. Our CODM conducts our operations are conducted through two business segments. In2 operating segments, our technology segment and our customers viewfinancing segment. Our technology purchases as integrated solutions, rather than discrete productsegment includes sales of information technology products, third-party software, third-party maintenance, advanced professional and service categoriesmanaged services and the majority of our sales are derived from integrated solutions involving our customers' data center, network,proprietary software to commercial, state and collaboration infrastructure.local governments, and government contractors. Our financing segment offersconsists of the financing solutions forof IT and medical equipment, software and related software, maintenanceservices to commercial, state and services.
local governments, and government contractors. Our CODM uses several measures to allocate resources and assess performance. Our reported measure is earnings before taxes.

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


 Year Ended March 31,  Year Ended March 31, 
 2016  2015  2014  2021  2020  2019 
Statement of Operations
 Technology  Financing  Total  Technology  Financing  Total  Technology  Financing  Total 
                            Technology  Financing  Total  Technology  Financing  Total  Technology  Financing  Total 
Sales of product and services $1,163,337  $-  $1,163,337  $1,100,884  $-  $1,100,884  $1,013,374  $-  $1,013,374 
Financing revenue  -   35,091   35,091   -   34,728   34,728   -   35,896   35,896 
Fee and other income  5,728   43   5,771   7,565   105   7,670   8,037   229   8,266 
Sales                           
Product $1,305,789  $60,369  $1,366,158  $1,337,022  $58,266  $1,395,288  $1,180,042  $43,153  $1,223,195 
Service  202,165   0   202,165   193,116   0   193,116   149,478   0   149,478 
Net sales  1,169,065   35,134   1,204,199   1,108,449   34,833   1,143,282   1,021,411   36,125   1,057,536   1,507,954   60,369   1,568,323   1,530,138   58,266   1,588,404   1,329,520   43,153   1,372,673 
                                                                        
Cost of sales, product and services  931,782   -   931,782   887,673   -   887,673   827,875   -   827,875 
Direct lease costs  -   10,360   10,360   -   11,062   11,062   -   12,748   12,748 
Cost of sales  931,782   10,360   942,142   887,673   11,062   898,735   827,875   12,748   840,623 
Cost of Sales                                    
Product  1,036,627   13,050   1,049,677   1,069,110   7,663   1,076,773   945,037   7,427   952,464 
Service  125,092   0   125,092   120,440   0   120,440   89,821   0   89,821 
Total cost of sales  1,161,719   13,050   1,174,769   1,189,550   7,663   1,197,213   1,034,858   7,427   1,042,285 
Gross Profit  346,235   47,319   393,554   340,588   50,603   391,191   294,662   35,726   330,388 
                                                                        
Professional and other fees  5,505   1,041   6,546   5,340   1,168   6,508   7,557   1,484   9,041 
Salaries and benefits  140,086   9,218   149,304   128,945   9,141   138,086   113,481   9,670   123,151 
General and administrative expenses  22,401   729   23,130   21,127   1,404   22,531   18,334   1,549   19,883 
Selling, general, and administrative  256,210   15,053   271,263   264,123   15,059   279,182   226,112   10,970   237,082 
Depreciation and amortization  5,532   16   5,548   4,310   23   4,333   2,769   23   2,792   13,839   112   13,951   14,016   140   14,156   11,812   12   11,824 
Interest and financing costs  70   1,708   1,778   96   2,283   2,379   84   1,864   1,948   521   1,484   2,005   294   2,280   2,574   0   1,948   1,948 
Operating expenses  173,594   12,712   186,306   159,818   14,019   173,837   142,225   14,590   156,815   270,570   16,649   287,219   278,433   17,479   295,912   237,924   12,930   250,854 
                                                                        
Operating income $63,689  $12,062  $75,751  $60,958  $9,752  $70,710  $51,311  $8,787  $60,098   75,665   30,670   106,335   62,155   33,124   95,279   56,738   22,796   79,534 
                                                                        
Other income          571           680           6,696 
                                    
Earnings before tax         $106,906          $95,959          $86,230 
                                    
Net Sales                                    
Contracts with customers $1,484,104  $12,369  $1,496,473  $1,514,507  $4,589  $1,519,096  $1,308,405  $3,577  $1,311,982 
Financing and other  23,850   48,000   71,850   15,631   53,677   69,308   21,115   39,576   60,691 
Net Sales $1,507,954  $60,369  $1,568,323  $1,530,138  $58,266  $1,588,404  $1,329,520  $43,153  $1,372,673 
                                                                        
Selected Financial Data - Statement of Cash Flow
Selected Financial Data - Statement of Cash Flow
                             Selected Financial Data - Statement of Cash Flow                             
                                    
Depreciation and amortization $5,641  $10,339  $15,980  $4,450  $11,125  $15,575  $2,838  $11,917  $14,755  $14,568  $5,423  $19,991  $14,516  $4,640  $19,156  $12,661  $5,978  $18,639 
Purchases of property, equipment and operating lease equipment $2,442  $12,026  $14,468  $3,610  $8,306  $11,916  $4,238  $5,714  $9,952  $4,752  $6,761  $11,513  $4,842  $2,167  $7,009  $6,042  $5,587  $11,629 
                                                                        
Selected Financial Data - Balance SheetSelected Financial Data - Balance Sheet                                 
                                                                        
Selected Financial Data - Balance Sheet
                                 
Total assets $427,580  $189,100  $616,680  $368,971  $199,304  $568,275  $335,879  $217,966  $553,845  $828,576  $248,199  $1,076,775  $709,854  $199,259  $909,113  $607,998  $178,200  $786,198 

Technology Segment Disaggregation of Revenue

We analyze net sales for our technology segment by customer end market and by vendor, as opposed to discrete product and service categories, which are summarized below (in thousands):

 Year Ended March 31, 
  2021  2020  2019 
Customer end market:         
Technology $251,683  $324,239  $293,362 
Telecom, Media & Entertainment  371,913   289,958   175,260 
Financial Services  198,761   191,679   202,074 
State and local government and educational institutions  245,919   243,092   223,330 
Healthcare  200,067   233,894   193,754 
All others  239,611   247,276   241,740 
Net sales  1,507,954   1,530,138   1,329,520 
             
Less: Revenue from financing and other  (23,850)  (15,631)  (21,115)
             
Revenue from contracts with customers $1,484,104  $1,514,507  $1,308,405 

 Year Ended March 31, 
  2021  2020  2019 
Vendor         
Cisco Systems $537,041  $607,719  $556,182 
NetApp  58,020   59,812   48,858 
HP Inc. & HPE  59,838   71,802   74,348 
Dell / EMC  107,336   84,939   61,284 
Arista Networks  51,789   75,281   57,850 
Juniper Networks  91,946   68,339   48,943 
All others  601,984   562,246   482,055 
Net sales  1,507,954   1,530,138   1,329,520 
             
Less: Revenue from financing and other  (23,850)  (15,631)  (21,115)
             
Revenue from contracts with customers $1,484,104  $1,514,507  $1,308,405 

Financing Segment Disaggregation of Revenue

We analyze our revenues within our financing segment based on the nature of the arrangement, and our revenues from contracts with customers consist of proceeds from the sale of off-lease equipment.

Geographic information

The geographic information for the years ended March 31, 2016, 20152021, 2020 and 20142019 was as follows (in thousands):


 Year Ended March 31,  Year Ended March 31, 
 2016  2015  2014  2021  2020  2019 
                  
Net sales:
                  
U.S. $1,186,904  $1,124,371  $1,042,446 
Non U.S.  17,295   18,911   15,090 
US $1,476,466  $1,508,329  $1,284,482 
Non US  91,857   80,075   88,191 
Total $1,204,199  $1,143,282  $1,057,536  $1,568,323  $1,588,404  $1,372,673 


 As of March 31,  March 31, 
 2016  2015  2021  2020 
Long-lived tangible assets:
            
U.S. $22,632  $22,550 
Non U.S.  1,427   1,608 
US $33,504  $38,297 
Non US  931   1,233 
Total $24,059  $24,158  $34,435  $39,530 


Our long-lived tangible assets include property and equipment-net, operating leases-net, and equipment that has been returned to us at the termination of the lease.


No single customer accounted for more than 10% Sales to Verizon Communications Inc. represented 19% and 15%of net sales for the years ended March 31, 2016, and 2015. For the year ended March 31, 2014, sales to a large telecommunications company were approximately 11% of net sales,2021 and March 31, 2020, all of which related to our technology segment. Sales to no one customer exceeded 10% of net sales for the year ended March 31, 2019.


16. QUARTERLY DATA —UNAUDITED

Condensed quarterly financial information is as follows (amounts in thousands, except per share amounts):
  Year Ended March 31, 2016 
  
First
Quarter
  
Second
 Quarter
  
Third
Quarter
  
Fourth
Quarter
  
Annual
Amount
 
                
Net sales $269,866  $336,286  $298,644  $299,403  $1,204,199 
Cost of sales  210,736   264,365   234,584   232,457   942,142 
Gross profit  59,130   71,921   64,060   66,946   262,057 
Operating expenses  44,064   45,260   46,415   50,567   186,306 
Operating income  15,066   26,661   17,645   16,379   75,751 
Earnings before provision for income taxes  15,066   26,661   17,645   16,379   75,751 
Provision for income taxes  6,252   10,982   7,348   6,422   31,004 
Net earnings $8,814  $15,679  $10,297  $9,957  $44,747 
                     
Net earnings per common share—Basic (1) $1.22  $2.16  $1.41  $1.37  $6.17 
                     
Net earnings per common share—Diluted (1) $1.21  $2.15  $1.40  $1.36  $6.09 

  Year Ended March 31, 2015 
  
First
Quarter
  
Second
Quarter
  
Third
Quarter
  
Fourth
Quarter
  
Annual
Amount
 
                
Net sales $272,304  $297,472  $306,241  $267,265  $1,143,282 
Cost of sales  215,865   233,548   240,803   208,519   898,735 
Gross profit  56,439   63,924   65,438   58,746   244,547 
Operating expenses  41,697   43,598   44,876   43,666   173,837 
Operating income  14,742   20,326   20,562   15,080   70,710 
Other income  1,434   -   6,169   -   7,603 
Earnings before provision for income taxes  16,176   20,326   26,731   15,080   78,313 
Provision for income taxes  6,699   8,374   11,230   6,170   32,473 
Net earnings $9,477  $11,952  $15,501  $8,910  $45,840 
                     
Net earnings per common share—Basic (1) $1.26  $1.63  $2.14  $1.23  $6.26 
                     
Net earnings per common share—Diluted (1) $1.25  $1.63  $2.13  $1.22  $6.19 
(1)Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.

ePlus inc. AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
(Dollars in thousands)


  
Balance at
Beginning of
Period
  
Charged to
Costs and
Expenses
  
Deductions/
Write-Offs
  
Balance at End
of Period
 
             
Allowance for Sales Returns: (1)
            
Year Ended March 31, 2014  543   1,079   (1,030)  592 
Year Ended March 31, 2015  592   1,009   (988)  613 
Year Ended March 31, 2016  613   1,500   (1,460)  653 
                 
Reserve for Credit Losses:
                
Year Ended March 31, 2014  5,129   750   (127)  5,752 
Year Ended March 31, 2015  5,752   125   (254)  5,623 
Year Ended March 31, 2016  5,623   (242)  (188)  5,193 
                 
Valuation for Deferred Taxes:
                
Year Ended March 31, 2014  1,505   (218)  -   1,287 
Year Ended March 31, 2015  1,287   (64)  -   1,223 
Year Ended March 31, 2016  1,223   47   -   1,270 
 
Balance at
Beginning of
Period
  
Charged to
Costs and
Expenses
  
Deductions/
Write-Offs
  
Balance at End
of Period
 
             
Allowance for sales returns: (1)            
Year ended March 31, 2019  899   1,305   (1,352)  852 
Year ended March 31, 2020  852   2,678   (2,492)  1,038 
Year ended March 31, 2021  1,038   2,909   (2,758)  1,189 
                 
Allowance for credit losses:                
Year ended March 31, 2019  2,664   335   (385)  2,614 
Year ended March 31, 2020  2,614   1,004   (429)  3,189 
Year ended March 31, 2021  3,189   1,436   (178)  4,447 
                 
Valuation for deferred taxes:                
Year ended March 31, 2019  1,335   (270)  0   1,065 
Year ended March 31, 2020  1,065   320   0   1,385 
Year ended March 31, 2021  1,385   0   (1,385)  0 


(1)
These amounts represent the gross profit effect of sales returns during the respective years. Expected merchandise returns after year-end for sales made before year-end were $4.0$7.4 million, $3.8$6.5 million, and $3.6$5.3 million as of March 31, 2016, 2015,2021, 2020, and 2014,2019, respectively.



S-1
F-35