Business Context and Reporting Period
Company: ePlus inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2025
Reporting Period: The filing provides supplemental pro forma financial information covering fiscal years ending March 31, 2025 and 2024, and a five-year historical view assuming a transaction occurred on April 1, 2020.
Key Financial Metrics
This filing does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it discloses the availability of Supplemental Pro Forma Financial Information (Exhibit 99.1) which presents unaudited pro forma statements of income and balance sheets. These statements reflect the Company's financial position as if the sale of its domestic financing business segment had occurred on April 1, 2020.
Material Changes
- Asset Sale Completion: On June 30, 2025, ePlus inc. completed the sale of 100% of the membership interests of Expo Holdings, LLC (HoldCo) to Marlin Leasing Corporation.
- Segment Divestiture: The transaction involved the sale of the Company's domestic subsidiaries comprising the majority of its financing business segment.
- Accounting Treatment: Beginning with the Q2 2025 Form 10-Q, the historical results of HoldCo are reported as discontinued operations.
- Supplemental Disclosure: This filing provides extended pro forma data (back to 2020) to align with the Company's custom of presenting five-year financial trends, supplementing the original pro forma data filed in July 2025.
Guidance, Outlook, and Risks
Management Commentary: The supplemental pro forma information is provided for investor convenience only. It reflects many, but not all, adjustments required under Article 11 of Regulation S-X and is not a complete presentation of operating results. It does not purport to represent actual past operations or project future performance.
Risks and Contingencies:
- Forward-Looking Statements: The filing contains forward-looking statements regarding anticipated benefits of the transaction, which are subject to post-closing adjustments.
- Payment Uncertainty: Risks exist regarding the Company's ability to earn or receive holdback premiums and earn-out payments.
- Operational Risks: Future results depend on the post-closing performance of HoldCo as operated by the Buyer (Marlin Leasing Corporation).
- General Risks: Results may differ materially due to general economic conditions, regulatory changes, and other factors disclosed in recent 10-K and 10-Q filings.
Investor Verification Checklist
- Review Exhibit 99.1 attached to this filing for the specific Supplemental Pro Forma Financial Information tables.
- Compare the supplemental pro forma data with the Original Pro Forma Financial Statements filed in the amended Transaction Form 8-K on July 7, 2025.
- Consult the Form 10-Q for the quarter ended June 30, 2025 to see how HoldCo results are presented as discontinued operations.
- Verify the terms of the Membership Interest Purchase Agreement regarding post-closing adjustments, holdback premiums, and earn-out payments.
- Review the most recent Form 10-K for a comprehensive list of risk factors affecting the Company's remaining operations.