8-K

United States

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):  November 19, 2008 (November 13, 2008)

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34167	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive, Herndon, VA20171-3413

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code: (703) 984-8400

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))

Item 2.02.  Results of Operations and Financial Condition

On November 13, 2008, ePlus inc. announced by press release its results of operations for the quarter ended September 30, 2008.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.                                           Description

99.1                                Press release dated November 13, 2008 issued by ePlus inc.

SIGNATURE

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.
	By: /s/ Elaine D. Marion
	Elaine D. Marion
Date: November 19, 2008	Chief Financial Officer

EX-99.1

ePlus Reports September 30, 2008 Quarter Results

Company Generates Total Revenues of $196.9 Million

and Net Income of $6.4 Million

HERNDON, VA – November 13, 2008 – ePlus inc. (Nasdaq Global Market: PLUS) today announced financial results for its second quarter of fiscal year 2009, which ended September 30, 2008.  Revenues totaled $196.9 million, a decrease of 12.5% from $225.0 million in the prior year quarter.  Net income totaled $6.4 million, an increase of 32.3% compared to $4.9 million in the prior year quarter.  Earnings per diluted share totaled $0.74, an increase of 25.4% over $0.59 per diluted share in the prior year quarter.

“ePlus was able to achieve significant earnings growth this quarter through gross margin improvement and our continued focus on reducing costs and increasing efficiencies,” said Phillip G. Norton, chairman, president and CEO.  “While we expect current economic conditions will continue to affect our customers’ purchasing decisions, the challenges in the credit markets also present us with an opportunity to grow our business with existing customers and expand our client base through lease financing.  We believe that our differentiated business model, which offers solutions and services throughout the entire IT lifecycle, makes us well positioned to gain market share.”

Sales of product and services decreased 5.4% to $179.5 million, from $189.7 million in the prior year quarter, primarily due to reduced or delayed customer purchases in the soft economy.  Gross margins improved to 14.0%, compared to 12.4% in the prior year quarter, reflecting changes in the mix of products and services and manufacturer incentives.  The improvement in gross margin during the quarter related to manufacturer incentives may not be sustainable as manufacturers may begin tightening these programs due to current market conditions.

Revenues generated from the leasing segment, which includes lease revenues, sales of equipment, fee and other income, and the sale of leased equipment, decreased 52.5% to $15.3 million, compared to $32.3 million the prior year quarter.  Sales of leased equipment totaled $2.2 million, or 14.2% of leasing segment revenues, compared to $18.2 million, or 56.4% of leasing segment revenues, in the prior year quarter.  Leased equipment sales fluctuate from quarter to quarter and are a component of ePlus’ risk mitigation process, which the Company conducts to diversify its portfolio by customer, equipment type, and residual value investments.  Lease revenues totaled $12.2 million, or 79.6% of leasing segment revenues, compared to $12.5 million, or 38.6% of leasing segment revenues, in the prior year quarter.

Selling, general and administrative expenses, which includes professional and other fees, salaries and benefits, and general and administrative expenses, totaled $24.3 million, or 12.3% of revenue, compared to $24.6 million, or 10.9% of revenue in the prior year quarter.  Salaries and benefits expenses increased 8.5% to $18.7 million, primarily related to an increase in the number of employees due to the Company’s recently established telesales unit, as well as additions to professional services staff and support personnel.  Those increased expenses were partially offset by lower commissions and the previously disclosed recognition of $1.5 million stock-based compensation expense from the cancellation of options during the prior year quarter.  General and administrative expenses decreased 2.3% to $3.8 million due to cost containment and productivity enhancement initiatives.  Professional and other fees decreased 48.4% to $1.8 million from $3.5 million in the prior year quarter due to expenses incurred in fiscal 2008 related to the previously disclosed investigation of stock option grants.

Interest and financing costs decreased 35.5% to $1.5 million primarily due to lower interest rates and lower debt levels.  As of September 30, 2008, the Company’s non-recourse debt totaled $86.7 million, compared to $117.0 million as of September 30, 2007 and $93.8 million as of March 31, 2008.  Under ePlus’ non-recourse debt transactions, third parties provide funding for the leased asset, in exchange for an assignment of the lease payments and an interest in the asset.  This funding is non-recourse to ePlus.

As of September 30, 2008, the Company’s cash and cash equivalents balance was $75.2 million, compared to $58.4 million at March 31, 2008. The Company had no long-term recourse debt obligations as of September 30, 2008 or March 31, 2008.  Shareholders’ equity was $174.9 million as of September 30, 2008, compared to $163.7 million as of March 31, 2008.

Year-to-Date Results

Total revenues for the six months ended September 30, 2008 decreased 18.2% to $379.1 million from $463.7 million in the comparable six-month period last year. This decline was primarily due to lower sales of leased equipment, in addition to a 12.9% decline in sales of products and services to $345.3 million compared to $396.2 million in the prior year period.  Leasing segment revenue totaled $30.1 million, compared to $61.2 million in the prior year period, primarily due to higher sales of leased equipment in the prior year.

Net earnings totaled $10.1 million, or $1.18 per diluted share, compared to $9.9 million, or $1.18 per diluted share, for the comparable period in the prior year.

Selling, general and administrative expenses totaled $50.1 million, or 13.2% of revenues, compared to $52.4 million, or 11.3% of revenues last year.  Salaries and benefits increased $1.2 million, largely due to the Company’s planned staff additions, which are intended to support its long-term growth plans.

Percentage changes stated throughout this press release are calculated on actual numbers from the Company’s financial statements, not on the rounded numbers used herein.  Investors are encouraged to read the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and the Company’s Form 10-Q for the quarter ended September 30, 2008.  Copies are available via the Company’s Web site at:  http://www.eplus.com, via the EDGAR database at:  http://www.sec.gov, or by contacting the Company.

Forward-Looking Statements

Statements in this press release that are not historical facts may be deemed to be "forward-looking statements."  Actual and anticipated future results may vary materially due to certain risks and uncertainties, including, without limitation, possible adverse effects resulting from the recent financial crisis in the credit markets and general slowdown of the U.S. economy such as our current and potential customers delaying or reducing technology purchases, increasing credit risk associated with our customers and vendors, reduction of vendor incentive programs, and restrictions on our access to capital necessary to fund our operations; the demand for and acceptance of, our products and services; our ability to adapt our services to meet changes in market developments; 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; a decrease in the capital spending budgets of our customers; our ability to consummate and integrate acquisitions; the creditworthiness of our customers; our ability to raise capital and obtain non-recourse financing for our transactions; our ability to reserve adequately for credit losses; and other risks or uncertainties detailed in our reports filed with the Securities and Exchange Commission. All information set forth in this press release is current as of the date of this release and ePlus undertakes no duty or obligation to update this information.

About ePlus inc.

ePlus is a leading provider of technology solutions.  ePlus enables organizations to optimize their IT infrastructure and supply chain processes by delivering world-class IT products from top manufacturers, professional services, flexible lease financing, proprietary software, and patented business methods.  Founded in 1990, ePlus has more than 650 associates in 30+ locations serving more than 2,500 customers.  The Company is headquartered in Herndon, VA.   For more information, visit http://www.eplus.com, call 888-482-1122, or email info@eplus.com.

ePlus® and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries.

ePlus inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)	As of			As of
	September 30, 2008			March 31,  2008
	(in thousands)
ASSETS
Cash and cash equivalents	$	75,176		$	58,423
Accounts receivable - net		113,359			109,706
Notes receivable		2,252			726
Inventories – net		9,598			9,192
Investment in leases and leased equipment - net		141,149			157,382
Property and equipment - net		4,019			4,680
Other assets		18,591			13,514
Goodwill		26,245			26,125
TOTAL ASSETS	$	390,389		$	379,748
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable - equipment	$	8,698		$	6,744
Accounts payable - trade		21,711			22,016
Accounts payable - floor plan		59,586			55,634
Salaries and commissions payable		4,874			4,788
Accrued expenses and other liabilities		30,571			30,372
Income taxes payable		703			-
Non-recourse notes payable		86,678			93,814
Deferred tax liability		2,677			2,677
Total Liabilities		215,498			216,045
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $.01 par value; 25,000,000 shares authorized; 11,378,588 issued and 8,399,598 outstanding at September 30, 2008 and 11,210,731 issued and 8,231,741 outstanding at March 31, 2008	$	113		$	112
Additional paid-in capital		78,456			77,287
Treasury stock, at cost, 2,978,990 and 2,978,990 shares, respectively		(32,884	)		(32,884	)
Retained earnings		128,736			118,623
Accumulated other comprehensive income - foreign currency translation adjustment		470			564
Total Stockholders' Equity		174,891			163,702
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	390,389		$	379,747

ePlus inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
	(in thousands, except for per share amounts)
REVENUES
Sales of product and services	$	179,491	$	189,680	$	345,250	$	396,234
Sales of leased equipment		2,182		18,218		3,447		26,804
		181,673		207,898		348,697		423,038
Lease revenues		12,211		12,470		23,836		31,616
Fee and other income		2,974		4,633		6,611		9,013
TOTAL REVENUES		196,858		225,001		379,144		463,667
COSTS AND EXPENSES
Cost of sales, product and services		154,414		166,193		298,131		351,400
Cost of leased equipment		2,034		17,429		3,260		25,611
		156,448		183,622		301,391		377,011
Direct lease costs		3,833		5,870		7,627		11,893
Professional and other fees		1,808		3,504		4,353		7,171
Salaries and benefits		18,672		17,208		38,136		36,902
General and administrative expenses		3,801		3,892		7,589		8,375
Interest and financing costs		1,467		2,276		2,952		4,772
TOTAL COSTS AND EXPENSES		186,029		216,372		362,048		446,124
EARNINGS BEFORE PROVISION FOR INCOME TAXES		10,829		8,629		17,096		17,543
PROVISION FOR INCOME TAXES		4,409		3,775		6,983		7,679
NET EARNINGS	$	6,420	$	4,854	$	10,113	$	9,864
NET EARNINGS PER COMMON SHARE - BASIC	$	0.77	$	0.59	$	1.22	$	1.20
NET EARNINGS PER COMMON SHARE - DILUTED	$	0.74	$	0.59	$	1.18	$	1.18
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC		8,299,496		8,231,741		8,276,650		8,231,741
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED		8,622,562		8,331,044		8,597,896		8,363,348

 Contact: Kleyton Parkhurst, SVP

 ePlus inc.

 investors@eplus.com

 703-984-8150