form8k.htm
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): June 26, 2008 (June 22,
2008)
ePlus
inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-28926
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54-1817218
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(State
or other jurisdiction
of incorporation or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification No.)
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13595
Dulles Technology
Drive,
Herndon,
VA 20171-3413
(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):
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[
] Written communications pursuant to Rule 425
under the Securities Act (17 CFR
230.425)
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[
] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
(a)
On
June 22, 2008, the management of ePlus inc. (the "Company") and the
Audit Committee of the Company's Board of Directors determined that the Company
should restate its previously issued Condensed Consolidated Statement of
Cash Flows for the quarter ended December 31, 2007. The
Company engaged in certain
transactions involving the sale of direct financing and operating leases.
Several groups of operating leases sold were funded with non-recourse debt
by
the same lenders to whom the Company sold the leases. The purchase
price for the sales consisted of cash proceeds of $893 thousand and a direct
reduction of the related non-recourse debt in the amount of $11,400
thousand. The
previously issued Condensed Consolidated
Statement of
Cash Flows for the nine month period ended December 31, 2007 inappropriately
presented the direct
reduction of the non-recourse debt as cash from operating activities and cash
used in financing activities as if we had received cash proceeds for the
full amount. The Company also retained a residual value in a portion of the
sales of leased equipment of $653 thousand which was inappropriately
classified.
The
Company has concluded to restate its Condensed Consolidated Statement of Cash
Flows for the nine months ended December 31, 2007 in order to restate
(i) the cash flows from operating activities to reflect a gain on the sale
of operating lease equipment and a change in other assets to properly classify
the residual value of the operating lease equipment in connection with the
sale,
(ii) the cash flows from investing activities to show the proceeds received
from
the sale, (iii) the cash flows from financing activities to reduce the
repayments on non-recourse borrowings and (iv) the noncash investing and
financing activities to reflect the direct non-cash repayment of the
non-recourse debt. Accordingly, the previously issued Condensed Consolidated
Statement of Cash Flows for the nine months ended December 31, 2007 included
in
the Form 10-Q filed on May 5, 2008 should no longer be relied
upon.
This
restatement does not impact the Company's previously reported net change in
cash
and cash equivalents in its Condensed Consolidated Statement of Cash Flows
for
the nine months ended December 31, 2007. Additionally, this restatement
does not impact the Company's Condensed Consolidated Balance Sheets or Condensed
Consolidated Statements of Operations for any period presented.
As
a
result of the errors described above, management has evaluated its internal
controls over financial reporting and concluded that the Company has a material
weakness in its internal control over financial reporting related to the process
for the preparation and review of the Condensed Consolidated Statement of Cash
Flows. Such conclusion requires management to revise its evaluation of the
design and operating effectiveness of its disclosure controls and procedures
that is included in the Form 10-Q filed on May 5, 2008.
The
Company's management and the Audit Committee of the Board of Directors of the
Company discussed the matters disclosed in this Item 4.02(a) with the
Company's independent registered public accounting firm.
The
Company intends to file a Form 10-Q/A for the quarter ended
December 31, 2007 as soon as practicable to reflect the restatement and
internal control related matters described above.
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.
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By:
/s/
Steven J.
Mencarini
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