(a)
On
June 27, 2006, the Audit Committee of the Board of Directors (the "Audit
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 Annual Report on
Form
10-K
for
the year ended March 31, 2005 will be restated to correct certain errors
contained therein. Accordingly, such financial statements and the related
report
from our independent registered public accountants should no longer be
relied
upon. The restated financial data for the year ended March 31, 2005 and
March
31, 2004, will be included in the March 31, 2006 Annual Report on Form
10-K to
be filed. Additionally, the Company will restate its fiscal year 2006 quarterly
financial statements in its fiscal year 2007 prospective filings on Form
10-Q.
In
connection with the preparation of the consolidated financial statements
for the
year ended March 31, 2006, the Company determined that its previously issued
financial statements needed to be restated in connection with the presentation
of dealer floor plan financing agreements. The restatement is expected
to have
no effect on the Company’s revenue, earnings or debt levels. Historically, we
classified the cash flows from our floor plan financing agreements in operating
activities in the consolidated statements of cash flows. We believed the
floor
plan facility was in essence an outsourced accounts payable function and,
therefore, considered the payments made by the Company's floor plan facility
to
its suppliers as cash paid to suppliers under Financial Accounting Standards
No.
95, "Statement of Cash Flows." Management has now determined that when
an
unaffiliated finance company remits payments to our suppliers on behalf
of the
Company, the Company should show this transaction as a financing cash inflow
and
an operating cash outflow. In addition, when the Company repays the financing
company, the Company should present this transaction as a financing cash
outflow. As a result, the Company is now classifying these cash payments to
our suppliers from an unaffiliated financing company as financing activities
in
the consolidated statements of cash flows. In addition, the restatement
includes
a separate line item on the consolidated balance sheet for the accounts
payable
related to the floor plan financing agreements which had previously been
included in accounts payable-trade. We have discussed the restatement with
the
Audit Committee of the Board of Directors and our independent registered
public
accounting firm, Deloitte & Touche, LLP. We are working with the Audit
Committee to identify and implement corrective actions, where required,
to
improve the effectiveness of our internal controls.
Item
9.01
Financial Statements and Exhibits
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Exhibits
99.1
Press Release dated June 28, 2006.
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.
Date:
June 28, 2006
EPLUS
INC.
By: /s/
STEVEN
J. MENCARINI
Steven
J. Mencarini
Chief
Financial
Officer