RESPONSE: The credit facility between Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”) and ePlus Technology, inc. provides that ePlus Technology, inc. may make loans or advances in the ordinary course of business up to $30.0 million, if (i) we are not in default under the terms and conditions of the agreement, and (ii) our available borrowing as defined in the credit facility is not less than $20.0 million.  Loans or advances to affiliates outside of normal course of business are not permitted without prior written consent.  In addition, ePlus Technology, inc. may make a dividend to ePlus inc. if, after giving effect to such dividend and as of the date of the dividend, (i) we are not in default under the terms and conditions of the agreement, (ii) our available borrowing as defined in the credit facility is not less than $20.0 million, and (iii) we do not have any outstanding borrowings under the accounts receivable component of the credit facility.  As of March 31, 2019, all three of these criteria were met and there were no restricted net assets of ePlus Technology, inc.  Therefore, the parent only financial information prescribed by Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation S-X was not required.

In future filings, beginning with our Form 10-K for the fiscal year ended March 31, 2020, the Company will disclose the nature of restrictions and amounts of restricted net assets as required under Rule 5-04(e)(3) of Regulation S-X, if material.