-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIFQsBg/2MFrwgxTLcr941g6Xa2HRyeBCOhIEIrJ9QLaYBqU42zDGgXYeSRf/BCW pzfG9T6zJhJYqfHI/1sb0Q== 0001022408-05-000004.txt : 20050214 0001022408-05-000004.hdr.sgml : 20050214 20050214165440 ACCESSION NUMBER: 0001022408-05-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050214 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPLUS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28926 FILM NUMBER: 05611680 BUSINESS ADDRESS: STREET 1: 400 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 20176 BUSINESS PHONE: 7038345710 MAIL ADDRESS: STREET 1: 400 HERNDON PARKWAY STREET 2: SUITE B CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: MLC HOLDINGS INC DATE OF NAME CHANGE: 19960906 8-K 1 f_8k20050214.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2005 EPLUS INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28926 54-1817218 -------------- -------------- -------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 13595 Dulles Technology Drive, Herndon, Virginia 20171-3413 ----------------------------------------------------- (Address, including zip code, of principal executive office) (703) 984-8400 -------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review (a) On February 11, 2005, the Audit Committee of the Board of Directors ("the Committee") of ePlus inc. ("the Company") concluded, in consultation with and upon the recommendation of the Company's management, that the Company's previously issued financial statements contained in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 will be restated to correct certain errors contained therein. Accordingly, such financial statements should no longer be relied upon until such financial statements have been restated. Specifically, during the course of the December 31 quarter-end closing process, errors were identified related to the recording of lease revenue. The Committee and management have discussed these matters with the Company's independent registered public accounting firm. A copy of a press release issued on February 14, 2005, announcing the foregoing is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits 99.1 Press Release dated February 14, 2005 -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EPLUS INC. Date: February 14, 2005 By: /s/ STEVEN J. MENCARINI ---------------------------- Steven J. Mencarini Chief Financial Officer -3- EX-99 2 f_exh991.txt ePlus Reports Restated Financial Results for the Period Ended 9/30/04 HERNDON, VA - February 14, 2005 - ePlus inc. (Nasdaq NM: PLUS - news) announced today that it would file a Form 10-Q/A with the Securities and Exchange Commission to restate financial results for the periods ended September 30, 2004. The restated results correct an error related to the recording of a lease transaction in the Company's leasing subsidiary, ePlus Group, inc. As a result of the error, restated total revenues for the three and six months ended September 30, 2004 declined $743,395, restated net earnings declined $438,604, and restated fully diluted earnings per share declined $0.05 per share. A table of changes to the cCondensed consolidated balance sheet, and condensed statements of earnings, and consolidated statements of cash flows is attached hereto. Restated Financial Results In connection with the preparation of its consolidated financial statements for the quarter ended December 31, 2004, the Company determined that a split payment lease transaction had incorrectly been recorded the prior quarter ended September 30, 2004. As a result of this discovery, the Company has corrected the error in recording this split payment lease and it will restate its assets as of September 30, 2004, and its earnings for the three and six month periods ended September 30, 2004. The Company has concluded that this error was the result of a misunderstanding of procedural controls to record payments received in connection with split payment financing arrangements. Company management has discussed the accounting error described above with the Audit Committee of the Board of Directors and its independent registered public accountants. Management is working with the Audit Committee to identify and implement corrective actions, where required, to improve the effectiveness of its internal controls, including the enhancement of systems, accounting and review procedures and communications among its staff. Specifically, management has determined not to enter into any more split payment financing arrangements until the Company's accounting processes can be revised to accurately record them. About ePlus Inc. A leading provider of Enterprise Cost Management, ePlus provides a comprehensive solution to reduce the costs of purchasing, owning, and financing goods and services. ePlus Enterprise Cost Management (eECM) packages business process outsourcing, eProcurement, asset management, product and catalog content management, supplier enablement, strategic sourcing, and financial services into a single integrated solution, all based on ePlus' leading business application software. Profitable since inception in 1990, the company is headquartered in Herndon, VA, and has more than 30 locations in the U.S. For more information, visit www.eplus.com, call 888-482-1122 or email info@eplus.com. ePlus(TM) is a trademark of ePlus inc. ePlus Enterprise Cost Management, and eECM, are trademarks applied for of ePlus inc. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release, which are not historical facts, may be deemed to be "forward-looking statements." Actual and anticipated future results may vary due to certain risks and uncertainties, including, without limitation, the existence of demand for, and acceptance of, our services; our ability to adapt our services to meet changes in market developments; our ability to integrate new acquisitions; the impact of competition in our markets; the possibility of defects in our products or catalog content data; our ability to hire and retain sufficient personnel; our ability to protect our intellectual property; the creditworthiness of our customers; our ability to raise capital and obtain non-recourse financing for our transactions; our ability to realize our investment in leased equipment; our ability to reserve adequately for credit losses; fluctuations in our operating results; our reliance on our management team; and other risks or uncertainties detailed in our Securities and Exchange Commission filings. All information set forth in this release and its attachments is as of February 14, 2005. ePlus inc. undertakes no duty to update this information. More information about potential factors that could affect ePlus Inc.'s business and financial results is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2004 and the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2004 (when filed), including without limitation under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are on file with the SEC and available at the SEC's website at www.sec.gov. Additional information will also be set forth in those sections in ePlus Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, which will be filed with the SEC on February 14, 2005. Condensed consolidated balance sheets At September 30, 2004 As Previously As Restated Reported -------------- --------------- Notes receivable $ 1,093,383 $ 349,988 Total assets 354,438,911 353,695,516 Income taxes payable 428,202 123,411 Total liabilities 238,338,852 238,034,061 Retained earnings 68,880,405 68,441,801 Total stockholders' equity 116,100,059 115,661,455 Total liabilities and stockholders' equity 354,438,911 353,695,516 Condensed consolidated statements of earnings For the Three Months Ended For the Six Months Ended September 30, 2004 September 30, 2004 As Previously As Previously Reported As Restated Reported As Restated -------------- --------------- --------------- --------------- Lease revenues $ 12,654,485 $ 11,911,090 $ 24,810,226 $ 24,066,831 Total revenues 153,929,093 153,185,698 260,627,827 259,884,432 Earnings before provision for income taxes 4,227,001 3,483,606 7,913,442 7,170,047 Provision for income taxes 1,733,070 1,428,279 3,244,511 2,939,720 Net earnings 2,493,931 2,055,327 4,668,931 4,230,327 Net earnings per common share - basic 0.28 0.23 0.52 0.47 Net earnings per common share - diluted 0.27 0.22 0.50 0.45 Condensed consolidated statements of cash flows At September 30, 2004 As Previously Reported As Restated -------------- --------------- Cash flows from operating activities: Net earnings $ 4,668,931 $ 4,230,327 Changes in other receivables (1,041,397) (298,002) Changes in salaries and commissions payable, accrued expenses and other liabilities 7,084,471 6,779,680
Contact: Kley Parkhurst, SVP ePlus inc. kparkhurst@eplus.com 703-984-8150 -----END PRIVACY-ENHANCED MESSAGE-----