United States securities and exchange commission logo
March 24, 2023
Elaine Marion
Chief Financial Officer
ePlus inc.
13595 Dulles Technology Drive
Herndon, VA 20174
Re: ePlus inc.
Form 10-K for
Fiscal Year Ended March 31, 2022
Filed May 26, 2022
File No. 001-34167
Dear Elaine Marion:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2022
Key Business Metrics, page 28
1. On page 31, you define
Adjusted gross billings as your 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. To the
extent these "costs" were not "included" in GAAP net sales, please
revise the definition
to state, if true, that the measure "adds" such amounts to net sales. To
the extent these
"costs" were not "incurred" in your statements of operations, revise to
characterize them as
other than costs (e.g., expenditures). In addition, you disclose the
reason management uses
this measure. Please tell us and revise to disclose substantive
usefulness to
investors. Refer to Item 10(e)(1)(i)(C) of Regulation S-K. Finally, please
tell us your
consideration of Non-GAAP C&DI 100.04, and specifically bullet point two,
in presenting this
measure. In this regard, it appears the measure you present as billings
includes amounts that
will never be recognized as revenue.
Elaine Marion
ePlus inc.
March 24, 2023
Page 2
Management's Discussion and Analysis
Financial Summary, page 31
2. A significant portion of your results of operations disclosure is
dedicated to stating, in
narrative text form, dollar and percentage changes in accounts, some
of which is already
included in tables. In addition, while you discuss certain factors to
which changes are
attributable, you do not quantify a large number of these factors nor
analyze the
underlying business reasons for the changes and some of the factors
appear non-
substantive. For example, on page 31 you state the increase in net
sales was driven by
higher product and service revenues. On page 36 you state Technology
segment net sales
increased due to an increase in net sales to your customers in various
industries and that
gross profit increased due to higher margins. We believe your
disclosures could be
improved by:
relying on the use of tables to present dollar and percentage
changes in accounts,
rather than including such information in narrative text form;
using tables to list, quantify, and sum all of the material
individual factors to which
changes in accounts are attributable;
refocusing the narrative text portion of the disclosure on
analysis of the underlying
business reasons for the individual factors in the tables above;
ensuring that all material factors are quantified and analyzed;
and
quantifying the effects of changes in both price and volume on
revenues and expense
categories, where appropriate.
Notes to Consolidated Financial Statements
Note 16. Segment Reporting, page F-31
3. You disaggregate Technology segment revenue by customer end market and
vendor.
With respect to the disclosure requirements of ASC 606-10-50-5, please
tell us how you
considered the guidance in paragraphs ASC 606-10-55-89 through 55-91 in
selecting the
appropriate categories to use to disaggregate revenue. In this regard,
we note from your
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disclosure on page 22 that over the past several years you have seen an
industry shift to
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In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Nasreen Mohammed at 202-551-3773 or Lyn Shenk at 202-551-
3380 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services