On February 6, 2024, ePlus inc. announced by press release (the “Press Release”) its results of operations for its three and nine months ended December 31, 2023, and held a conference call announcing its financial results for its third fiscal quarter, ended December 31, 2023. A copy of the Press Release
and a full transcript of the conference call (the “Transcript”) are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The Transcript contains certain non-GAAP financial measures. A
reconciliation of GAAP results and non-GAAP financial measures is available in the Press Release that is attached hereto as Exhibit 99.1.
The information in this Item 2.02 is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, in accordance with General Instruction
B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, Exhibit 99.1 and Exhibit 99.2 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
otherwise be expressly set forth by specific reference in such filing.
This Form 8-K, the Press Release and the Transcript
furnished herewith may contain “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the fourth quarter
and full year ending March 31, 2024. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not
historical facts and may be identified by terms such as “aim,” “anticipate,” “believe,” “can,” “could,” “seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,” “project,” “intend,” “estimate,” “continue,” or similar expressions and the
negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Actual events or results may differ materially from those contemplated by forward-looking statements for a variety of reasons, including those described in the Transcript
furnished herewith. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. ePlus undertakes no duty to update any forward-looking statements except as required by law. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein, or in the Press Release or
Transcript furnished herewith, may be found in the Press Release or Transcript.