This discussion is intended to further the reader's understanding of our consolidated financial condition and results of operations. It should be read in conjunction with the financial statements included in this quarterly report on Form 10-Q and our 2022 Annual Report. These historical financial statements may not be indicative of our future performance. This Management's Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A, "Risk Factors," in our 2022 Annual Report, as supplemented in subsequently filed reports, and in Part II, Item 1A. "Risk Factors" in this Report.

EXECUTIVE OVERVIEW

BUSINESS DESCRIPTION

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

Our primary focus is to deliver integrated solutions that address our customers' business needs, leveraging the appropriate technologies, both on-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 management, data visualization, analytics, network modernization, edge compute and other advanced and emerging technologies. These solutions are comprised of class-leading technologies from partners such as Amazon Web Services, Arista Networks, Check Point, Cisco Systems, Citrix, Commvault, Dell EMC, F5 Networks, Fortinet, Gigamon, HPE, Juniper Networks, Lenovo, Microsoft, NetApp, 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 scale and financial resources have enabled us to continue investing in engineering and technology resources to stay on the forefront of technology trends. Our expertise in core and emerging technologies, buttressed by our robust portfolio of consulting, professional, and managed services, has enabled ePlus to remain a trusted advisor for our customers. In addition, we offer a wide range of consumption options including leasing and financing for technology and other capital assets. We believe our lifecycle approach offering of integrated solutions, services and financing, asset management and our proprietary supply chain software, is unique in the industry. This broad portfolio enables us to deliver a customized customer experience that spans the continuum from fast delivery of competitively priced products and services to subsequent management and maintenance, and through to end-of-life disposal services. This approach permits ePlus to deploy sophisticated solutions enabling our customers' business outcomes.

Our go-to-market strategy focuses primarily on diverse end-markets for middle market to large enterprises. We serve customers in markets including telecom, media and entertainment, technology, state and local government and educational institutions ("SLED"), healthcare, and financial services. We sell to customers in the United States ("US"), which accounts for most of our sales, and to customers in select international markets including the United Kingdom ("UK"), the European Union ("EU"), India, and Singapore. Our technology segment accounted for 98% of our net sales and 88% of our operating income, while our financing segment accounted for 2% of our net sales and 12% of our operating income, for the three months ended June 30, 2022.



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Table of Contents

BUSINESS TRENDS

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

• General economic concerns including inflation, rising interest rates, staffing


   shortages, COVID variants, and global unrest may impact our customers'
   willingness to spend on technology and services.


• A worldwide shortage of certain IT products is resulting from, among other


   things, shortages in semiconductors and other product components. Like others,
   we are experiencing ongoing supply constraints that have affected, and could
   continue to further affect, lead times for delivery of products, the costs of
   products, vendor return and cancellation policies, and our ability to meet
   customer demands. We continue to work closely with our suppliers to further
   mitigate disruptions outside our control. Despite these actions, we believe
   extended lead times will likely persist for at least the next few quarters.


• We are experiencing increases in prices from our suppliers as well as rising


   wages and interest rates. We generally have been able to pass price increases
   to our customers. Our labor costs related to services we perform will take
   longer to pass to customers that have services engagements where prices may be
   set. Our financing quotes are generally indexed to market changes to enable us
   to change rates from time of quote to funding. Financing transactions funded
   with our cash flows, not debt, are subject to interest rate risk. If the market
   interest rate exceeds our internal rate of return, we may not fund the
   transaction to obtain the proceeds and lock in our profit on the transaction.
   There can be no assurances that inflation will not have a material impact on
   our sales, gross profit, or operating costs in the future.


• Customers' top focus areas include security, cloud solutions, hybrid work


   environments (work from home and return to office) as well as digital
   transformation and modernization. We have developed advisory services,
   solutions, and professional and managed services to meet these priorities and
   help our customers attain their desired state.


• Modernizing legacy applications, data modernization, reducing operational


   complexity, securing workloads, the cost and performance of IT operations, and
   agility are changing the way companies are purchasing and consuming technology.
   These are fueling deployments of solutions on cloud, managed services and
   hybrid platforms and licensing models.


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 unaudited 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 for the three month periods ended June 30, 2022, and 2021 are summarized in the following tables (dollars in thousands):



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