Eplus Inc PLUS
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed May 22, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
6 paragraphs in Risk Factors of the 10-K filed May 28, 2026 with nothing like them in the 10-K filed May 22, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Our customers may experience financial losses and may be unable to pay us for their purchases or multi-year agreements (such as maintenance or software subscription agreements) or repayment may be extended by our customers or us. Economic slowdowns or recessions could lead to our customers’ financial losses and may adversely affect our business, results of operations and cash flows.
We are increasingly utilizing AI in our business, including interactions with our employees, customers, and vendors and in the hardware, software, and services we consume, and we also plan to further invest resources to embed AI capabilities throughout our operations and enterprise to drive scale and efficiency. As with many innovations, AI presents risks and challenges that could affect its adoption and usage, and therefore our business. If we are unable to effectively and timely capitalize on the opportunities made available by the adoption of AI to drive our scale and efficiency, our business, results of operations, or cash flows could be adversely impacted. Further, the responsible development and deployment of AI requires ongoing investment in research, development and governance, which could adversely affect our results of operations or cash flows.
We may not achieve the operational and financial results that we anticipated after completing the sale of our financing business.
Our operational and financial profile has changed as a result of completing the sale of our financing business to Marlin Leasing Corporation (d/b/a PEAC Solutions) on June 30, 2025 pursuant to the Membership Interest Purchase Agreement. As a result, our diversification of revenue sources will be reduced, and our results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and greater risk as a result of our business being concentrated solely as a provider of technology solutions through our product, professional services, and managed services segments. The anticipated benefits to us from the sale of the financing business are based on a number of assumptions, some of which may prove incorrect. Any such incorrect assumption could result in some or all of the anticipated benefits not being realized and adversely affecting our business, results of operations or financial condition. Further, our ability to receive the additional Contingent Consideration (as defined in Note 16, “Fair Value Measurements”) contemplated by the Membership Interest Purchase Agreement is based on the post-Closing performance of the HoldCo Group, as operated by PEAC Solutions, and, as a result, we may not receive some or all of the Contingent Consideration as we currently expect.
Further, new technology offerings and developments may disrupt the provision of our services and could adversely affect us. For example, the increase in demand for servers, chips and equipment to support the surge in AI usage, has created an industry wide shortage in the availability of memory and computer storage at an enterprise level, which may impact our ability to deliver these solutions if we do not identify opportunities when needed to reclaim sufficient memory capacity.
• the inability to conclude that our internal controls over financial reporting are effective;
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
New in the latest 10-Q
12 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Our goodwill balance increased by $9.2 million for the six months ended September 30, 2026, due to our acquisition of certain assets and assumption of certain liabilities of Daymark Solutions, Inc. (“Daymark”) that closed on August 21, 2026. Please refer to Note 15, “Business Combinations” for details on the acquisition of certain assets and assumption of certain liabilities of Daymark.
Read in the 10-Q
An adjustment to the PSUs that vested during the period to reflect the final attainment compared to the target.
Read in the 10-Q
Fair value measurement using Recorded Quoted prices in Significant Significant amount active markets other unobservable for identical observable inputs assets (Level 1) inputs (Level 2) (Level 3) September 30, 2026 Assets: Money market funds $277,044 $277,044 $ $ - Contingent receivable $5,367 $- $ $ 5,367 Receivables held for sale $9,646 $9,646 $ $ - March 31, 2026 Assets: Money market funds $276,019 $276,019 $ $ - Contingent receivable $9,330 $- $ $ 9,330 Receivables held for sale $6,310 $6,310 $ $ -
Read in the 10-Q
On the Closing date, we estimated the fair value of each component of the Contingent Consideration using a Monte Carlo simulation model based on forecasted results. We subsequently updated these estimates to reflect actual results and revised forecasts. During the three and six months ended September 30, 2026, we recorded a $3.5 million reduction in the fair value of the Contingent Consideration in other income (expense), net in our consolidated statements of operations. We also received $0.4 million in cash, which reduced the receivable.
Read in the 10-Q
On August 21, 2026, our subsidiary, ePlus Technology, inc., acquired certain assets and liabilities of Daymark. Based in Burlington, Massachusetts, Daymark is an IT solutions and professional services provider focused on architecting, implementing, and supporting complex hybrid cloud, cybersecurity, compliance, and modern data center environments.
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Show the other 7
Our preliminary sum for consideration transferred was $17.4 million, which consisted of $15.9 million paid in cash at closing, plus an estimated $1.5 million due to the sellers based on adjustments to a determination of the total net assets at closing. Our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed is presented below (in thousands):
Read in the 10-Q
Acquisition date amount Accounts receivable $ 12,188 Other assets 645 Identified intangible assets 7,500 Accounts payable and other liabilities (11,994) Contract liabilities (139) Total identifiable net assets 8,200 Goodwill 9,208 Total purchase consideration $ 17,408
Read in the 10-Q
Our $7.5 million in identified intangible assets consists of $6.5 million for customer relationships with a ten-year useful life and $1.0 million for certifications with a five-year useful life.
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We recognized goodwill related to this transaction of $9.2 million, which was assigned to our professional services, managed services and product segments. The goodwill recognized in the Daymark acquisition is attributable to the acquired assembled workforce and expected synergies, none of which qualify for recognition as a separate intangible asset. The total amount of goodwill expected to be deductible for tax purposes is $9.2 million.
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The amount of revenues and earnings of Daymark since the acquisition date are not material. Likewise, the impact to the revenue and earnings of the combined entity for the current reporting period as though the acquisition date had been April 1, 2026, is not material.
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MD&A
Depreciation and amortization: Depreciation and amortization for the three and six months ended September 30, 2026, decreased compared to the three and six months ended September 30, 2025, primarily due to decreased amortization expense from customer relationship assets acquired in prior acquisitions that are being amortized on an accelerated basis, slightly offset by increased amortization from intangible assets acquired from the acquisition of certain assets of Daymark in the current three- and six-month periods.
Read in the 10-Q
Item 6
Exhibit Number Exhibit Description ───────────────────────────────────────────────────────────────────────────────────────────────────── 3.1 ePlus inc. Amended and Restated Certificate of Incorporation, as last amended September 10, 2026 (filed herewith). 3.2 Amended and Restated Bylaws of ePlus inc., as of February 17, 2026. (Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 17, 2026). 31.1 Certification of the Chief Executive Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a). 31.2 Certification of the Chief Financial Officer of ePlus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a). 32 Certification of the Chief Executive Officer and Chief Financial Officer of ePlus inc. pursuant to 18 U.S.C. § 1350. 101. INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101. SCH Inline XBRL Taxonomy Extension Schema Document 101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Exhibit 101 Inline XBRL document)
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed May 28, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:There has not been any material change in the risk factors disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Read in the 10-Q
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed May 28, 2026 that are in none of the 1 earlier 10-Ks stored, back to May 22, 2025
Where each one is used
- energy market: Manufacturing interruptions or delays, including as a result of changes to or the addition of trade laws, duties or tariffs, political or social unrest, energy market disruption, scarcity and price volatility of critical minerals and other materials, international conflicts, financial instability or bankruptcy of...
- market disruption: Manufacturing interruptions or delays, including as a result of changes to or the addition of trade laws, duties or tariffs, political or social unrest, energy market disruption, scarcity and price volatility of critical minerals and other materials, international conflicts, financial instability or bankruptcy of...
- shared support: We receive payments and credits from vendors, including consideration pursuant to volume incentive programs, shared support programs, and shared marketing expense programs. These programs are usually of finite terms and may not be renewed or may be discontinued or changed in ways that adversely affect us. Vendor...
- support programs: We receive payments and credits from vendors, including consideration pursuant to volume incentive programs, shared support programs, and shared marketing expense programs. These programs are usually of finite terms and may not be renewed or may be discontinued or changed in ways that adversely affect us. Vendor...
- peac solutions: Our operational and financial profile has changed as a result of completing the sale of our financing business to Marlin Leasing Corporation (d/b/a PEAC Solutions) on June 30, 2025 pursuant to the Membership Interest Purchase Agreement. As a result, our diversification of revenue sources will be reduced, and our...
- membership interest: Our operational and financial profile has changed as a result of completing the sale of our financing business to Marlin Leasing Corporation (d/b/a PEAC Solutions) on June 30, 2025 pursuant to the Membership Interest Purchase Agreement. As a result, our diversification of revenue sources will be reduced, and our...
- interest purchase: Our operational and financial profile has changed as a result of completing the sale of our financing business to Marlin Leasing Corporation (d/b/a PEAC Solutions) on June 30, 2025 pursuant to the Membership Interest Purchase Agreement. As a result, our diversification of revenue sources will be reduced, and our...
- purchase agreement: Our operational and financial profile has changed as a result of completing the sale of our financing business to Marlin Leasing Corporation (d/b/a PEAC Solutions) on June 30, 2025 pursuant to the Membership Interest Purchase Agreement. As a result, our diversification of revenue sources will be reduced, and our...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
10 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/PLUS/export.csv") into a cell.