UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Quarterly period ended ~~September 30, 2020~~March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 000-26926

ScanSource, Inc.

South Carolina

(State of Incorporation)

57-0965380

(I.R.S. Employer Identification No.)

6 Logue Court

Greenville, South Carolina 29615

(864) 288-2432


Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol:	Name of exchange on which registered:
Common stock, no par value	SCSC	NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Smaller reporting company

☐

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at ~~November 5, 2020~~May 7, 2021
Common Stock, no par value per share						~~25,364,617~~25,466,365 shares

SCANSOURCE, INC.

INDEX TO FORM 10-Q

~~September 30, 2020~~March 31, 2021


		Page #
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (unaudited) at ~~September 30, 2020~~March 31, 202 1 and June 30, 2020	65
	Condensed Consolidated Income Statements (unaudited) for the Quarters and Nine Months Ended ~~September 30, 2020~~March 31, 202 1 and ~~2019~~20 20	76
	Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (unaudited) for the Quarters and Nine Months Ended ~~September 30, 2020~~March 31, 202 1 and ~~2019~~20 20	87
	Condensed Consolidated Statements of Shareholders' Equity (unaudited) for the Quarters and Nine Months Ended ~~September 30, 2020~~March 31, 202 1 and ~~2019~~20 20	98
	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~Three~~Nine Months Ended ~~September 30, 2020~~March 31, 202 1 and ~~2019~~20 20	1110
	Notes to Condensed Consolidated Financial Statements (unaudited)	1312
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3332
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4851
Item 4.	Controls and Procedures	4952

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	5053
Item 1A.	Risk Factors	5053
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5053
Item 6.	Exhibits	5053

SIGNATURES		5154

Table of Contents

FORWARD-LOOKING STATEMENTS

Forward-looking statements are included in the "Risk Factors," "Legal Proceedings," "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures About Market Risk" sections and elsewhere herein. Words such as "expects," "anticipates," "believes," "intends," "plans," "hopes," "forecasts," "seeks," "estimates," "goals," "projects," "strategy," "future," "likely," "may," "should," and variations of such words and similar expressions generally identify such forward-looking statements. Any forward-looking statement made by us in this Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by law, we expressly disclaim any obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors including, but not limited to, the impact of the COVID-19 pandemic on the Company's operations and financial condition and the potential prolonged economic weakness brought on by COVID-19, the ~~Company's ability to complete the Divestitures on acceptable terms or otherwise dispose of the operations, the~~ failure to manage and implement the Company's organic growth strategy, credit risks involving the Company's larger customers and suppliers, changes in interest and exchange rates and regulatory regimes impacting the Company's international operations, risk to the Company's business from a cyber-security attack, a failure of the Company's IT systems, failure to hire and retain quality employees, loss of the Company's major customers, termination of the Company's relationship with key suppliers or a significant modification of the terms under which it operates with a key supplier, changes in the Company's operating strategy, and other factors set forth in "Risk Factors" contained in our Annual Report on Form 10-K for the year ended June 30, 2020.

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.			Financial Statements

~~Table of Contents~~

SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share information)


		September 30, 2020		June 30, 2020			March 31, 2021		June 30, 2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	49,889	$	29,485	Cash and cash equivalents	$	49,321	$	29,485
Accounts receivable, less allowance of $21,981 at September 30, 2020 and $21,906 at June 30, 2020		509,779		443,185
Accounts receivable, less allowance of $21,180 at March 31, 2021 and $21,906 at June 30, 2020						Accounts receivable, less allowance of $21,180 at March 31, 2021 and $21,906 at June 30, 2020	509,404		443,185
Inventories	Inventories	423,088		454,885		Inventories	459,652		454,885
Prepaid expenses and other current assets	Prepaid expenses and other current assets	92,216		94,681		Prepaid expenses and other current assets	99,424		94,681
Current assets held for sale	Current assets held for sale	176,903		181,231		Current assets held for sale	0		181,231
Total current assets	Total current assets	1,251,875		1,203,467		Total current assets	1,117,801		1,203,467
Property and equipment, net	Property and equipment, net	52,264		55,641		Property and equipment, net	45,316		55,641
Goodwill	Goodwill	215,170		214,288		Goodwill	217,093		214,288
Identifiable intangible assets, net	Identifiable intangible assets, net	117,492		121,547		Identifiable intangible assets, net	109,172		121,547
Deferred income taxes	Deferred income taxes	24,366		24,630		Deferred income taxes	24,405		24,630
Other non-current assets	Other non-current assets	72,177		72,521		Other non-current assets	68,835		72,521

Total assets	Total assets	$	1,733,344	$	1,692,094	Total assets	$	1,582,622	$	1,692,094
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	544,856	$	454,240	Accounts payable	$	521,552	$	454,240
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	84,537		76,686		Accrued expenses and other current liabilities	87,969		76,686
Current portion of contingent consideration	Current portion of contingent consideration	46,850		46,334		Current portion of contingent consideration	0		46,334
Income taxes payable	Income taxes payable	1,820		5,886		Income taxes payable	5,333		5,886

Current portion of long-term debt	Current portion of long-term debt	7,843		7,839		Current portion of long-term debt	7,843		7,839
Current liabilities held for sale	Current liabilities held for sale	152,259		128,022		Current liabilities held for sale	0		128,022
Total current liabilities	Total current liabilities	838,165		719,007		Total current liabilities	622,697		719,007
Deferred income taxes	Deferred income taxes	4,029		3,884		Deferred income taxes	4,309		3,884
Long-term debt, net of current portion	Long-term debt, net of current portion	140,956		143,175		Long-term debt, net of current portion	137,206		143,175
Borrowings under revolving credit facility	Borrowings under revolving credit facility	0		67,714		Borrowings under revolving credit facility	53,802		67,714

Other long-term liabilities	Other long-term liabilities	78,967		80,068		Other long-term liabilities	74,033		80,068

Total liabilities	Total liabilities	1,062,117		1,013,848		Total liabilities	892,047		1,013,848
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, no par value; 3,000,000 shares authorized, NaN issued	Preferred stock, no par value; 3,000,000 shares authorized, NaN issued	0		0		Preferred stock, no par value; 3,000,000 shares authorized, NaN issued	0		0
Common stock, no par value; 45,000,000 shares authorized, 25,361,298 and 25,361,298 shares issued and outstanding at September 30, 2020 and June 30, 2020, respectively		64,945		63,765
Common stock, no par value; 45,000,000 shares authorized, 25,466,365 and 25,361,298 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively						Common stock, no par value; 45,000,000 shares authorized, 25,466,365 and 25,361,298 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively	68,895		63,765
Retained earnings	Retained earnings	735,457		747,276		Retained earnings	734,361		747,276
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(129,175)		(132,795)		Accumulated other comprehensive loss	(112,681)		(132,795)
Total shareholders’ equity	Total shareholders’ equity	671,227		678,246		Total shareholders’ equity	690,575		678,246
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	1,733,344	$	1,692,094	Total liabilities and shareholders’ equity	$	1,582,622	$	1,692,094
											June 30, 2020 amounts are derived from audited consolidated financial statements.
See accompanying notes to these condensed consolidated financial statements.	See accompanying notes to these condensed consolidated financial statements.					See accompanying notes to these condensed consolidated financial statements.

Table of Contents

SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

(In thousands, except per share data)


		Quarter ended				Quarter ended				Nine months ended
		September 30,				March 31,				March 31,
		2020		2019				2021		2020		2021		2020
Net sales	Net sales	$	757,342	$	842,701		Net sales	$	729,873	$	744,584	$	2,298,111	$	2,411,285
Cost of goods sold	Cost of goods sold	676,563		744,176			Cost of goods sold	641,757		660,006		2,043,172		2,129,862
Gross profit	Gross profit	80,779		98,525			Gross profit	88,116		84,578		254,939		281,423
Selling, general and administrative expenses	Selling, general and administrative expenses	62,112		68,532			Selling, general and administrative expenses	60,099		64,971		182,681		201,344
Depreciation expense	Depreciation expense	3,396		3,301			Depreciation expense	3,141		3,268		9,634		9,729
Intangible amortization expense	Intangible amortization expense	4,853		4,538			Intangible amortization expense	4,880		5,159		14,595		15,007
Restructuring and other charges	Restructuring and other charges	8,268		169			Restructuring and other charges	560		169		9,312		604
Change in fair value of contingent consideration	Change in fair value of contingent consideration	516		2,472			Change in fair value of contingent consideration	0		618		516		6,266
Operating income	Operating income	1,634		19,513			Operating income	19,436		10,393		38,201		48,473
Interest expense	Interest expense	1,913		3,317			Interest expense	1,576		3,098		5,285		9,727
Interest income	Interest income	(481)		(807)			Interest income	(745)		(1,080)		(1,756)		(2,627)
Other expense, net		364		374
(Loss) income before income taxes		(162)		16,629
(Benefit) Provision for income taxes		(47)		4,338
Net (loss) income from continuing operations		(115)		12,291
Other (income) expense, net							Other (income) expense, net	(302)		(137)		183		198
Income before income taxes							Income before income taxes	18,907		8,512		34,489		41,175
Provision for income taxes							Provision for income taxes	5,121		2,797		9,757		11,542
Net income from continuing operations							Net income from continuing operations	13,786		5,715		24,732		29,633
Net loss from discontinued operations	Net loss from discontinued operations	(11,704)		(761)			Net loss from discontinued operations	(688)		(4,002)		(37,647)		(5,025)
Net (loss) income		$	(11,819)	$	11,530
Net income (loss)							Net income (loss)	$	13,098	$	1,713	$	(12,915)	$	24,608
Per share data:	Per share data:						Per share data:

Net (loss) income from continuing operations per common share, basic		$	(0.01)	$	0.48
Net income from continuing operations per common share, basic							Net income from continuing operations per common share, basic	$	0.54	$	0.23	$	0.97	$	1.17
Net loss from discontinued operations per common share, basic	Net loss from discontinued operations per common share, basic	(0.46)		(0.03)			Net loss from discontinued operations per common share, basic	(0.03)		(0.16)		$	(1.48)	$	(0.20)
Net (loss) income per common share, basic		$	(0.47)	$	0.45
Net income (loss) per common share, basic							Net income (loss) per common share, basic	$	0.51	$	0.07	$	(0.51)	$	0.97
Weighted-average shares outstanding, basic	Weighted-average shares outstanding, basic	25,361		25,539			Weighted-average shares outstanding, basic	25,455		25,346		25,404		25,386

Net (loss) income from continuing operations per common share, diluted		$	(0.01)	$	0.48
Net income from continuing operations per common share, diluted							Net income from continuing operations per common share, diluted	$	0.54	$	0.23	$	0.97	$	1.16
Net loss from discontinued operations per common share, diluted	Net loss from discontinued operations per common share, diluted	(0.46)		(0.03)			Net loss from discontinued operations per common share, diluted	(0.03)		(0.16)		$	(1.48)	$	(0.20)
Net (loss) income per common share, diluted		$	(0.47)	$	0.45
Net income (loss) per common share, diluted							Net income (loss) per common share, diluted	$	0.51	$	0.07	$	(0.51)	0.97
Weighted-average shares outstanding, diluted	Weighted-average shares outstanding, diluted	25,361		25,617			Weighted-average shares outstanding, diluted	25,572		25,363		25,484		25,444


See accompanying notes to these condensed consolidated financial statements.

Table of Contents

SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)


	Quarter ended				Nine months ended
	March 31,				March 31,
	2021		2020		2021		2020
Net income (loss)	$	13,098	$	1,713	$	(12,915)	$	24,608
Unrealized gain (loss) on hedged transaction, net of tax	1,582		(4,046)		2,209		(4,217)
Unrealized foreign currency translation adjustment	(9,216)		(28,788)		6,269		(34,869)
Realized foreign currency loss from discontinued operations	0		0		11,635		0
Comprehensive income (loss)	$	5,464	$	(31,121)	$	7,198	$	(14,478)


See accompanying notes to these condensed consolidated financial statements.

Table of Contents

SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE LOSS (UNAUDITED)~~

~~(In thousands)~~

Quarter ended
September 30,
2020 2019
Net (loss) income $ (11,819) $ 11,530
Unrealized gain (loss) on hedged transaction, net of tax 109 (1,071)
Foreign currency translation adjustment 3,511 (14,369)
Comprehensive loss $ (8,199) $ (3,910)


~~See accompanying notes to these condensed consolidated financial statements.~~

~~Table of Contents~~

~~SCANSOURCE, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF~~ SHAREHOLDERS' EQUITY (UNAUDITED)

(In thousands, except share information)


		Common Stock (Shares)	Common Stock (Amount)		Retained Earnings		Accumulated Other Comprehensive Loss		Total			Common Stock (Shares)	Common Stock (Amount)		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at June 30, 2020	Balance at June 30, 2020	25,361,298	$	63,765	$	747,276	$	(132,795)	$	678,246	Balance at June 30, 2020	25,361,298	$	63,765	$	747,276	$	(132,795)	$	678,246
Net loss	Net loss	—	—		(11,819)		—		(11,819)		Net loss	—	—		(11,819)		—		(11,819)
Unrealized gain on hedged transaction, net of tax	Unrealized gain on hedged transaction, net of tax	—	—		—		109		109		Unrealized gain on hedged transaction, net of tax	—	—		—		109		109
Foreign currency translation adjustment		—	—		—		3,511		3,511
Unrealized foreign currency translation adjustment											Unrealized foreign currency translation adjustment	—	—		—		3,511		3,511

Share-based compensation	Share-based compensation	—	1,180		—		—		1,180		Share-based compensation	—	1,180		—		—		1,180

Balance at September 30, 2020	Balance at September 30, 2020	25,361,298	$	64,945	$	735,457	$	(129,175)	$	671,227	Balance at September 30, 2020	25,361,298	$	64,945	$	735,457	$	(129,175)	$	671,227
Net loss											Net loss	—	—		(14,194)		—		(14,194)
Unrealized gain on hedged transaction, net of tax											Unrealized gain on hedged transaction, net of tax	—	—		—		519		519
Unrealized foreign currency translation adjustment											Unrealized foreign currency translation adjustment	—	—		—		11,974		11,974
Realized foreign currency loss from discontinued operations											Realized foreign currency loss from discontinued operations	—	—		—		11,635		11,635
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes											Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	90,342	(1,036)		—		—		(1,036)

Share-based compensation											Share-based compensation	—	2,015		—		—		2,015

Balance at December 31, 2020											Balance at December 31, 2020	25,451,640	$	65,924	$	721,263	$	(105,048)	$	682,139
Net income											Net income	—	—		13,098		—		13,098
Unrealized gain on hedged transaction, net of tax											Unrealized gain on hedged transaction, net of tax	—	—		—		1,582		1,582
Unrealized foreign currency translation adjustment											Unrealized foreign currency translation adjustment	—	—		—		(9,216)		(9,216)

Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes											Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	14,725	439		—		—		439

Share-based compensation											Share-based compensation	—	2,532		—		—		2,532
Balance at March 31, 2021											Balance at March 31, 2021	25,466,365	$	68,895	$	734,361	$	(112,681)	$	690,575

See accompanying notes to these condensed consolidated financial statements.	See accompanying notes to these condensed consolidated financial statements.										See accompanying notes to these condensed consolidated financial statements.

Table of Contents

SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(In thousands, except share information)


		Common Stock (Shares)	Common Stock (Amount)		Retained Earnings		Accumulated Other Comprehensive Loss		Total			Common Stock (Shares)	Common Stock (Amount)		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at June 30, 2019	Balance at June 30, 2019	25,408,397	$	64,287	$	939,930	$	(90,088)	$	914,129	Balance at June 30, 2019	25,408,397	$	64,287	$	939,930	$	(90,088)	$	914,129
Net income	Net income	—	—		11,530		—		11,530		Net income	—	—		11,530		—		11,530
Unrealized loss on hedged transaction, net of tax	Unrealized loss on hedged transaction, net of tax	—	—		—		(1,071)		(1,071)		Unrealized loss on hedged transaction, net of tax	—	—		—		(1,071)		(1,071)
Foreign currency translation adjustment		—	—		—		(14,369)		(14,369)
Unrealized foreign currency translation adjustment											Unrealized foreign currency translation adjustment	—	—		—		(14,639)		(14,639)
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	786	(12)		—		—		(12)		Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	786	(12)		—		—		(12)
Common stock repurchased	Common stock repurchased	(168,068)	(5,432)		—		—		(5,432)		Common stock repurchased	(168,068)	(5,432)		—		—		(5,432)
Share-based compensation	Share-based compensation	—	1,246		—		—		1,246		Share-based compensation	—	1,246		—		—		1,246
Balance at September 30, 2019	Balance at September 30, 2019	25,241,115	$	60,089	$	951,460	$	(105,528)	$	906,021	Balance at September 30, 2019	25,241,115	$	60,089	$	951,460	$	(105,798)	$	905,751
Net income											Net income	—	—		11,366		—		11,366
Unrealized gain on hedged transaction, net of tax											Unrealized gain on hedged transaction, net of tax	—	—		—		900		900
Unrealized foreign currency translation adjustment											Unrealized foreign currency translation adjustment	—	—		—		8,558		8,558
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes											Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	104,683	(621)		—		—		(621)

Share-based compensation											Share-based compensation	—	1,627		—		—		1,627
Balance at December 31, 2019											Balance at December 31, 2019	25,345,798	$	61,095	$	962,825	$	(96,340)	$	927,580
Net income											Net income	—	—		1,713		—		1,713
Unrealized loss on hedged transaction, net of tax											Unrealized loss on hedged transaction, net of tax	—	—		—		(4,046)		(4,046)
Foreign currency translation adjustment											Foreign currency translation adjustment	—	—		—		(28,788)		(28,788)
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes											Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	0	34		—		—		34

Share-based compensation											Share-based compensation	—	1,185		—		—		1,185
Balance at March 31, 2020											Balance at March 31, 2020	25,345,798	$	62,314	$	964,538	$	(129,174)	$	897,678

See accompanying notes to these condensed consolidated financial statements.	See accompanying notes to these condensed consolidated financial statements.										See accompanying notes to these condensed consolidated financial statements.

109

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SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


		Three months ended					Nine months ended
		September 30,					March 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net (loss) income	Net (loss) income	$	(11,819)	$	11,530	Net (loss) income	$	(12,915)	$	24,608
Net loss from discontinued operations	Net loss from discontinued operations	(11,704)		(761)		Net loss from discontinued operations	(37,647)		(5,025)
Net (loss) income from continuing operations		(115)		12,291
Net income from continuing operations						Net income from continuing operations	24,732		29,633
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:	Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:					Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
Depreciation and amortization	Depreciation and amortization	8,710		8,518		Depreciation and amortization	25,417		26,585
Amortization of debt issue costs	Amortization of debt issue costs	104		104		Amortization of debt issue costs	313		313
Provision for doubtful accounts	Provision for doubtful accounts	(8)		1,225		Provision for doubtful accounts	226		1,399
Share-based compensation	Share-based compensation	1,168		1,241		Share-based compensation	5,711		4,053

Deferred income taxes	Deferred income taxes	139		56		Deferred income taxes	(26)		(1,479)

Change in fair value of contingent consideration	Change in fair value of contingent consideration	516		2,472		Change in fair value of contingent consideration	516		6,266

Contingent consideration payments excess						Contingent consideration payments excess	(5,457)		(3,050)
Finance lease interest	Finance lease interest	37		22		Finance lease interest	96		64
Changes in operating assets and liabilities, net of acquisitions:	Changes in operating assets and liabilities, net of acquisitions:					Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	Accounts receivable	(68,726)		(48,844)		Accounts receivable	(68,654)		(85)
Inventories	Inventories	31,155		(49,276)		Inventories	(5,907)		(7,446)
Prepaid expenses and other assets	Prepaid expenses and other assets	2,369		306		Prepaid expenses and other assets	(1,641)		(10,977)
Other non-current assets	Other non-current assets	(274)		(7,516)		Other non-current assets	2,846		(1,029)
Accounts payable	Accounts payable	92,419		94,587		Accounts payable	69,609		55,378
Accrued expenses and other liabilities	Accrued expenses and other liabilities	7,827		10,063		Accrued expenses and other liabilities	8,434		13,233
Income taxes payable	Income taxes payable	(4,096)		2,381		Income taxes payable	(793)		(4,775)
Net cash provided by operating activities of continuing operations	Net cash provided by operating activities of continuing operations	71,225		27,630		Net cash provided by operating activities of continuing operations	55,422		108,083
Cash flows from investing activities of continuing operations:	Cash flows from investing activities of continuing operations:					Cash flows from investing activities of continuing operations:
Capital expenditures	Capital expenditures	(748)		(939)		Capital expenditures	(2,283)		(6,575)
Cash paid for business acquisitions, net of cash acquired	Cash paid for business acquisitions, net of cash acquired	0		(49,080)		Cash paid for business acquisitions, net of cash acquired	0		(48,915)
Proceeds from the sale of discontinued operations						Proceeds from the sale of discontinued operations	34,356		0

Net cash used in investing activities of continuing operations		(748)		(50,019)
Net cash provided by (used in) investing activities of continuing operations						Net cash provided by (used in) investing activities of continuing operations	32,073		(55,490)
Cash flows from financing activities of continuing operations:	Cash flows from financing activities of continuing operations:					Cash flows from financing activities of continuing operations:

Borrowings on revolving credit, net of expenses	Borrowings on revolving credit, net of expenses	477,381		476,171		Borrowings on revolving credit, net of expenses	1,486,464		1,608,472
Repayments on revolving credit, net of expenses	Repayments on revolving credit, net of expenses	(545,095)		(515,772)		Repayments on revolving credit, net of expenses	(1,500,375)		(1,650,862)
Borrowings on long-term debt, net	Borrowings on long-term debt, net	(2,214)		(1,272)		Borrowings on long-term debt, net	(5,964)		(3,147)
Repayments of finance lease obligations	Repayments of finance lease obligations	(327)		(391)		Repayments of finance lease obligations	(974)		(660)

Contingent consideration payments						Contingent consideration payments	(41,393)		(35,481)
Exercise of stock options						Exercise of stock options	439		754
Taxes paid on settlement of equity awards	Taxes paid on settlement of equity awards	0		(12)		Taxes paid on settlement of equity awards	(1,036)		(1,354)
Repurchase of common stock	Repurchase of common stock	0		(6,077)		Repurchase of common stock	0		(6,077)

Net cash used in financing activities of continuing operations	Net cash used in financing activities of continuing operations	(70,255)		(47,353)		Net cash used in financing activities of continuing operations	(62,839)		(88,355)
Cash flows from discontinued operations:
Net cash flows provided by operating activities of discontinued operations		31,853		19,370
Net cash flows used in by investing activities of discontinued operations		(36)		(1)
Net cash flows (used in) provided by financing activities of discontinued operations		(9,488)		52,861
Net cash flows provided by discontinued operations		22,329		72,230
Effect of exchange rate changes on cash and cash equivalents		(1,439)		(429)
Increase in cash and cash equivalents		21,112		2,059
Cash and cash equivalents at beginning of period		34,455		23,818

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SCANSOURCE, INC. AND SUBSIDIARIES						SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), continued						CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), continued
(In thousands)						(In thousands)

Cash flows from discontinued operations:						Cash flows from discontinued operations:
Net cash flows provided by operating activities of discontinued operations						Net cash flows provided by operating activities of discontinued operations	21,704		42,000
Net cash flows used in by investing activities of discontinued operations						Net cash flows used in by investing activities of discontinued operations	(58)		(48)
Net cash flows (used in) provided by financing activities of discontinued operations						Net cash flows (used in) provided by financing activities of discontinued operations	(29,494)		6,739
Net cash flows (used in) provided by discontinued operations						Net cash flows (used in) provided by discontinued operations	(7,848)		48,691
Effect of exchange rate changes on cash and cash equivalents						Effect of exchange rate changes on cash and cash equivalents	(1,942)		(2,151)
Increase in cash and cash equivalents						Increase in cash and cash equivalents	14,866		10,778
Cash and cash equivalents at beginning of period						Cash and cash equivalents at beginning of period	34,455		23,818
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	55,567		25,877		Cash and cash equivalents at end of period	49,321		34,596
Cash and cash equivalents of discontinued operations	Cash and cash equivalents of discontinued operations	5,678		1,526		Cash and cash equivalents of discontinued operations	0		4,838
Cash and cash equivalents of continuing operations	Cash and cash equivalents of continuing operations	$	49,889	$	24,351	Cash and cash equivalents of continuing operations	$	49,321	$	29,758

See accompanying notes to these condensed consolidated financial statements.	See accompanying notes to these condensed consolidated financial statements.					See accompanying notes to these condensed consolidated financial statements.

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SCANSOURCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) Business and Summary of Significant Accounting Policies

Business Description

ScanSource, Inc. (together with its subsidiaries referred to as “the Company” or “ScanSource”) is at the center of the solution delivery channel, connecting businesses and providing technology solutions. The Company brings technology solutions and services from the world’s leading suppliers of mobility and barcode, point-of-sale (POS), payments, physical security, unified communications and collaboration, ~~and~~ telecom and cloud services to market. The Company operates in the United States, Canada, Brazil ~~additional Latin American countries,~~and the ~~UK and Europe. However,~~UK. During the quarter ended December 31, 2020, the Company ~~is in~~completed the ~~process~~divestitures of ~~divesting~~ its products distribution business in the UK, Europe and Latin America, outside of Brazil. The Company's 2 operating segments, Worldwide Barcode, Networking & Security and Worldwide Communications & Services, are based on product, customer and service type.

COVID-19

In early March 2020, the World Health Organization characterized ~~COVID-19~~the novel coronavirus ("COVID-19") as a pandemic. The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The Company moved quickly to transition ~~our~~its employees, where possible, to a fully remote working environment. The Company took steps to deploy teams to monitor the rapidly evolving situation and recommend risk mitigation actions; implement travel restrictions; and have employees follow physical distancing practices. The Company is following guidance from authorities and health officials including, but not limited to, checking the temperature of associates when entering its facilities, requiring associates to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitation routines. All of the Company's distribution facilities have remained open and operational. Most of the Company's office-based employees around the world are working remotely.

The pandemic and these containment measures have had, and are expected to continue to have, a substantial impact on businesses around the world, including the Company, and on global, regional and national economies. The Company is unable to predict the ultimate impact that COVID-19 will have on its business due to the inability to predict the duration or magnitude of the virus' ~~impacts. However,~~impact. In fiscal year 2020, the Company ~~has~~ experienced decreased revenue and increased employee-related healthcare and prevention ~~costs.~~costs as a result of the COVID-19 pandemic. While the Company has made adjustments, including implementing an annualized expense reduction plan for fiscal year 2021, itthe Company will continue to monitor and make adjustments to the operating practices that it believes to be in the best interests of its employees, customers, suppliers, and shareholders. For further discussion on the potential future impacts of COVID-19, see the Risk Factors presented in Part I, Item 1A in the Company's form 10-K for fiscal year 2020.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared by the Company’s management in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments (consisting of normal recurring and non-recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, the results of operations for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the statements of comprehensive ~~(loss)~~ income for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the statements of shareholders' equity for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ and the statements of cash flows for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020. The results of operations for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ are not necessarily indicative of the results to be expected for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

The Company has reclassified certain prior year amounts for the results of discontinued operations to conform to the current year presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only.

~~Summary of Significant Accounting Policies~~

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Summary of Significant Accounting Policies

Except as described below, there have been no material changes to the Company’s significant accounting policies for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 from the policies described in the notes to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2020. For a discussion of the Company’s significant accounting policies, please see the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

See Note 2 - Trade Accounts and Notes Receivable for a discussion of the current expected credit loss policy established upon adoption of Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (ASC Topic 326) in fiscal year 2021.

Restructuring Costs

The Company groups exit or disposal cost obligations into two categories: ~~employee~~(i) severance and benefit costs and (ii) other. Employee separation costs are recognized upon communication of the restructuring plan to the identified employees. Other associated restructuring costs are expensed as incurred. See Note 14 - Restructuring for further disclosures.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company maintains zero-balance disbursement accounts at various financial institutions at which the Company does not maintain significant depository relationships. Due to the terms of the agreements governing these accounts, the Company generally does not have the right to offset outstanding checks written from these accounts against cash on hand, and the respective institutions are not legally obligated to honor the checks until sufficient funds are transferred to fund the checks. As a result, checks released but not yet cleared from these accounts in the amounts of ~~$2.2~~$17.0 million and ~~$15.4~~$17.1 million are included in accounts payable on the condensed consolidated balance sheets at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively.

Long-lived Assets

The Company presents depreciation expense and intangible amortization expense on the Condensed Consolidated Income Statements. The Company's depreciation expense related to selling, general and administrative costs totaled ~~$3.4~~$3.1 million and $9.6 million for the quarter and nine months ended March 31, 2021, respectively, and $3.3 million and $9.7 million for the ~~quarters~~quarter and nine months ended ~~September 30,~~March 31, 2020, ~~and 2019,~~ respectively. Depreciation expense reported as part of cost of goods sold on the Condensed Consolidated Income Statements totaled ~~$0.5~~$0.3 million and ~~$0.7~~$1.2 million for the ~~quarters~~quarter and nine months ended ~~September 30,~~March 31, 2021, respectively, and $0.6 million and $1.8 million for the quarter and nine months ended March 31, 2020, ~~and 2019,~~ respectively. The Company's intangible amortization expense reported on the Condensed Consolidated Income Statements relates to selling, general and administrative costs, not the cost of selling goods. Intangible amortization expense totaled $4.9 million and ~~$4.5~~$14.6 million for the ~~quarters~~quarter and nine months ended ~~September 30,~~March 31, 2021, respectively, and $5.2 million and $15.0 million for the quarter and nine months ended March 31, 2020, ~~and 2019,~~ respectively.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326). In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses, which provides supplemental guidance and clarification to ASU 2016-13 and must be adopted concurrently. The pronouncement revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The Company adopted this standard effective July 1, 2020 and it did not have a material impact on ~~its~~the Company's consolidated financial statements. See Note 2 - Trade Accounts and Notes Receivable for disclosures related to the adoption of ASU 2016-13.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC Topic 820) Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The pronouncement eliminates, modifies and adds disclosure requirements for fair value measurements. This guidance is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years, with early adoption permitted. This guidance is applicable to the Company’s fiscal year beginning July 1, 2020. The Company adopted this standard effective July 1, 2020 and it had no impact on its consolidated financial statements.

~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~ (“ASU No. 2020-04”), which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

~~Table of Contents~~

The Company has reviewed other newly issued accounting pronouncements and concluded that they are either not applicable to its business or that no material effect is expected on its consolidated financial statements as a result of future adoption.

Table of Contents

(2) Trade Accounts and Notes Receivable, Net

The Company maintains an allowance for doubtful accounts receivable for estimated future expected credit losses resulting from customers’ failure to make payments on accounts receivable due to the Company. The Company has notes receivable with certain customers, which are included in “Accounts receivable, less allowance” in the Condensed Consolidated Balance Sheets.

Management determines the estimate of the allowance for doubtful accounts receivable by considering a number of factors, including: ~~(1)~~(i) historical experience, ~~(2)~~(ii) aging of the accounts receivable, ~~(3)~~(iii) specific information obtained by the Company on the financial condition and the current creditworthiness of its customers, ~~(4)~~(iv) the current economic and country-specific environment and ~~(5)~~(v) reasonable and supportable forecasts about collectability. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis. Estimates of expected credit losses on trade receivables over the contractual life are recorded at inception.

The changes in the allowance for doubtful accounts for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 are set forth in the table below.

June 30, 2020 Amounts Charged to Expense Write-offs
Other (1)
September 30, 2020
(in thousands)
Trade accounts and current notes receivable allowance $ 21,906 $ (8) $ (288) $ 371 $ 21,981


	June 30, 2020		Amounts Charged to Expense		Write-offs		Other (1)		March 31, 2021
	(in thousands)
Trade accounts and current notes receivable allowance	$	21,906	$	226	$	(1,603)	$	651	$	21,180

(1)"Other" amounts include recoveries and the effect of foreign currency fluctuations for ~~three~~the nine months ended ~~September 30, 2020.~~March 31, 2021.

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(3) Revenue Recognition

The Company provides technology solutions and services from the world's leading suppliers of mobility and barcode, POS, payments, physical security, unified communications and collaboration, and telecom and cloud services. This includes hardware, related accessories and device configuration as well as software licenses, professional services and hardware support programs.

In determining the appropriate amount of revenue to recognize, the Company applies the following five-step model: (i) identify contracts with customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company recognizes revenue as control of products and services are transferred to customers, which is generally at the point of shipment. The Company delivers products to customers in several ways, including: (i) shipment from the Company's warehouse, (ii) drop-shipment directly from the supplier, or (iii) electronic delivery for non-physical products.

Principal versus Agent Considerations

The Company is the principal for sales of all hardware, certain software and ~~certain~~ services, including self-branded warranty programs. The Company considers itself the principal in these transactions as it has control of the product or service before it is transferred to the customer. When the Company provides self-branded warranty programs, it engages a third party, generally the original equipment manufacturer, to cover the fulfillment of any obligations arising from these contracts. These revenues and associated third-party costs are amortized over the life of the contract on a straight-line basis. The Company recognizes the previously described revenue and cost of goods sold on a gross basis.

The Company is the agent for third-party service contracts, including product warranties and supplier-hosted software. These service contracts are sold separately from the products, and the Company often serves as the agent for the contract on behalf of the original equipment manufacturer. The Company's responsibility is to arrange for the provision of the specified service by the original equipment manufacturer, and the Company does not control the specified service before it is transferred to the customer. Because the Company acts as an agent, revenue is recognized net of cost at the time of sale.

Related to the Company’s Intelisys business, the Company acts as a master agent connecting independent sales partners with service providers or suppliers who offer telecom and cloud services to end-customers. Intelisys’ sales partners earn commission payments from those service providers or suppliers on end-customer sales. Intelisys provides commission processing services to sales partners, earning a percentage of the commission stream. Because the Company acts as an agent, revenue is recognized on a net basis.

Variable Considerations

For certain transactions, products are sold with a right of return and may also provide other rebates or incentives, which are accounted for as variable consideration. The Company estimates returns allowance based on historical experience and reduces revenue accordingly. The Company estimates the amount of variable consideration for rebates and incentives by using the expected value or the most likely amount to be given to the customer and reduces the revenue by those estimated amounts. These estimates are reviewed and updated as necessary at the end of each reporting period.

Contract Balances

The Company records contract assets and liabilities for payments received from customers in advance of services performed. These assets and liabilities are the result of the sales of the Company's self-branded warranty programs and other transactions where control has not yet passed to the customer. These amounts are immaterial to the consolidated financial statements for the periods presented.

Disaggregation of Revenue

The following tables represent the Company's disaggregation of revenue:

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		Quarter ended September 30, 2020							Quarter ended March 31, 2021
				(in thousands)									(in thousands)
		Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total					Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total
Revenue by product/service:	Revenue by product/service:									Revenue by product/service:
Technology solutions	Technology solutions	$	523,577	$	218,508	$	742,085			Technology solutions	$	502,227	$	211,369	$	713,596
Master agency(a)		0		15,257		15,257
Intelisys										Intelisys	0		16,277		16,277
		$	523,577	$	233,765	$	757,342				$	502,227	$	227,646	$	729,873

											Nine months ended March 31, 2021
								(in thousands)
											Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total
Revenue by product/service:										Revenue by product/service:
Technology solutions										Technology solutions	$	1,577,197	$	673,134	$	2,250,331
Intelisys										Intelisys	0		47,780		47,780
											$	1,577,197	$	720,914	$	2,298,111

(a) Includes Intelisys Communications, Inc and Intelisys Global Ltd..


		Quarter ended September 30, 2019							Quarter ended March 31, 2020
				(in thousands)									(in thousands)
		Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total					Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total
Revenue by product/service:	Revenue by product/service:									Revenue by product/service:
Technology solutions	Technology solutions	$	581,187	$	247,805	$	828,992			Technology solutions	$	489,218	$	240,819	$	730,037
Master agency(a)		0		13,709		13,709
Intelisys										Intelisys	0		14,547		14,547
		$	581,187	$	261,514	$	842,701				$	489,218	$	255,366	$	744,584

											Nine months ended March 31, 2020
								(in thousands)
											Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total
Revenue by product/service:										Revenue by product/service:
Technology solutions										Technology solutions	$	1,645,406	$	723,557	$	2,368,963
Intelisys										Intelisys	0		42,322		42,322
											$	1,645,406	$	765,879	$	2,411,285

(a) Includes Intelisys Communications, Inc and Intelisys Global Ltd..

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(4) Earnings Per Share

Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted-average number of common and potential common shares outstanding.

Quarter ended
September 30,
2020 2019
(in thousands, except per share data)
Numerator:
Net (loss) income from continuing operations $ (115) $ 12,291
Net loss from discontinued operations (11,704) (761)
Net (loss) income $ (11,819) $ 11,530
Denominator:
Weighted-average shares, basic 25,361 25,539
Dilutive effect of share-based payments 0 78
Weighted-average shares, diluted(1)
25,361 25,617
Net (loss) income from continuing operations per common share, basic $ (0.01) $ 0.48
Net loss from discontinued operations per common share, basic (0.46) (0.03)
Net (loss) income per common share, basic $ (0.47) $ 0.45
Net (loss) income from continuing operations per common share, diluted $ (0.01) $ 0.48
Net loss from discontinued operations per common share, diluted (0.46) (0.03)
Net (loss) income per common share, diluted $ (0.47) $ 0.45

~~(1)~~ ~~The Company calculated weighted average shares of common stock in accordance with~~ ~~ASC 260, Earnings per Share. The Company's diluted weighted average shares for the quarter ended September 30, 2020 are the same as basic weighted average shares due to net loss from continuing operations.~~


	Quarter ended				Nine months ended
	March 31,				March 31,
	2021		2020		2021		2020
	(in thousands, except per share data)
Numerator:
Net income from continuing operations	$	13,786	$	5,715	$	24,732	$	29,633
Net loss from discontinued operations	(688)		(4,002)		(37,647)		(5,025)
Net (loss) income	$	13,098	$	1,713	$	(12,915)	$	24,608
Denominator:
Weighted-average shares, basic	25,455		25,346		25,404		25,386
Dilutive effect of share-based payments	117		17		80		58
Weighted-average shares, diluted	25,572		25,363		25,484		25,444

Net income from continuing operations per common share, basic	$	0.54	$	0.23	$	0.97	$	1.17
Net loss from discontinued operations per common share, basic	(0.03)		(0.16)		(1.48)		(0.20)
Net (loss) income per common share, basic	$	0.51	$	0.07	$	(0.51)	$	0.97

Net income from continuing operations per common share, diluted	$	0.54	$	0.23	$	0.97	$	1.16
Net loss from discontinued operations per common share, diluted	(0.03)		(0.16)		(1.48)		(0.20)
Net (loss) income per common share, diluted	$	0.51	$	0.07	$	(0.51)	$	0.97

For the ~~quarters~~quarter and nine months ended ~~September 30, 2020 and 2019,~~March 31, 2021, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were ~~1,063,840~~1,532,961 and ~~916,875,~~1,285,153, respectively. For the quarter and nine months ended March 31, 2020, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 1,036,740 and 980,803, respectively.

(5) Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following:


		September 30, 2020		June 30, 2020			March 31, 2021		June 30, 2020
		(in thousands)					(in thousands)
Foreign currency translation adjustment	Foreign currency translation adjustment	$	(122,463)	$	(125,974)	Foreign currency translation adjustment	$	(108,069)	$	(125,974)
Unrealized loss on hedged transaction, net of tax	Unrealized loss on hedged transaction, net of tax	(6,712)		(6,821)		Unrealized loss on hedged transaction, net of tax	(4,612)		(6,821)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	$	(129,175)	$	(132,795)	Accumulated other comprehensive loss	$	(112,681)	$	(132,795)

The tax effect of amounts in comprehensive (income) loss reflect a tax expense or ~~benefit~~(benefit) as follows:

Quarter ended September 30,
2020 2019
(in thousands)
Tax benefit $ 184 $ 290


	Quarter ended March 31,				Nine months ended March 31,
	2021		2020		2021		2020
	(in thousands)
Tax expense (benefit)	$	1,088	$	617	$	1,348	$	921

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(6) Acquisitions

intY

On July 1, 2019, the Company acquired all of the outstanding shares of intY and its CASCADE cloud services distribution platform. The purchase price of this acquisition, net of cash acquired, was approximately $48.9 million. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date. Intangible assets acquired include trade names, customer relationships, and developed technology. Goodwill recognized on this acquisition is not deductible for tax purposes. The impact of this acquisition was not material to the consolidated financial statements. The Company recognized ~~$0.3~~$0.1 million and $0.5 million for the quarter and nine months ended ~~September 30, 2019,~~March 31, 2020, respectively, in acquisition-related costs included in selling, general and administrative expenses on the Condensed Consolidated Income Statements in connection with this acquisition. This acquisition is included in the Worldwide Communications & Services segment.

(7) Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, by reporting segment, are set forth in the table below.


		Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total			Worldwide Barcode, Networking & Security Segment		Worldwide Communications & Services Segment		Total
		(in thousands)							(in thousands)
Balance at June 30, 2020	Balance at June 30, 2020	$	16,370	$	197,918	$	214,288	Balance at June 30, 2020	$	16,370	$	197,918	$	214,288

Foreign currency translation adjustment	Foreign currency translation adjustment	0		882		882		Foreign currency translation adjustment	0		2,805		2,805
Balance at September 30, 2020		$	16,370	$	198,800	$	215,170
Balance at March 31, 2021								Balance at March 31, 2021	$	16,370	$	200,723	$	217,093

The following table shows changes in the amount recognized for net identifiable intangible assets for the ~~three~~nine months ended ~~September 30, 2020.~~March 31, 2021.


	Net Identifiable Intangible Assets
	(in thousands)
Balance at June 30, 2020	$	121,547


Amortization expense	~~(4,853)~~(14,595)
Foreign currency translation adjustment	~~798~~2,220
Balance at ~~September 30, 2020~~March 31, 2021	$	~~117,492~~109,172

(8) Short-Term Borrowings and Long-Term Debt

The following table presents the Company’s debt for continuing and discontinued operations at ~~September 30, 2020~~March 31, 2021 and June 30, 2020.


		September 30, 2020		June 30, 2020			March 31, 2021		June 30, 2020
		(in thousands)					(in thousands)
Short-term borrowings(a)	Short-term borrowings(a)	$	0	$	3,524	Short-term borrowings(a)	$	0	$	3,524
Current portion of long-term debt	Current portion of long-term debt	7,843		7,839		Current portion of long-term debt	7,843		7,839
Mississippi revenue bond, net of current portion	Mississippi revenue bond, net of current portion	4,081		4,425		Mississippi revenue bond, net of current portion	4,081		4,425
Senior secured term loan facility, net of current portion	Senior secured term loan facility, net of current portion	136,875		138,750		Senior secured term loan facility, net of current portion	133,125		138,750
Borrowings under revolving credit facility(b)	Borrowings under revolving credit facility(b)	19,932		92,418		Borrowings under revolving credit facility(b)	53,802		92,418
Total debt	Total debt	$	168,731	$	246,956	Total debt	$	198,851	$	246,956

(a) Short-term borrowings are classified as held for sale in the Consolidated Balance sheets for the Company's discontinued operations at June 30, 2020.

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(b) Borrowings under the revolving credit facility classified as held for sale in the Consolidated Balance Sheets for the Company's discontinued operations totaled ~~$19.9 million and~~ $24.7 million at ~~September 30, 2020~~ ~~and~~June 30, ~~2020, respectively.~~2020.

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Short-term Borrowings

The Company ~~has~~had a bank overdraft facility with Bank of America used by its products distribution business in the UK and European ~~subsidiaries~~Union recognized as short-term borrowings. The facility ~~allows~~was terminated with the sale of the business in November 2020. The facility allowed the Company to disburse checks in excess of bank balances up to $14.0 million U.S. dollar equivalent for up to seven days. Borrowings under the overdraft facility ~~bear~~had an interest ~~at a~~ rate equal to ~~a spread of~~ 1% over the applicable currency's London Interbank Offered Rate ("LIBOR") with a zero percent floor. There were 0 borrowings outstanding under the overdraft facility at ~~September 30, 2020.~~March 31, 2021. At June 30, 2020, there was $3.5 million outstanding under the overdraft facility classified as held for sale in the Consolidated Balance Sheets. The borrowings were denominated in euros, which bore a negative LIBOR rate at June 30, 2020, and as such the interest applicable to the Company was 1.0%.

Credit Facility

The Company has a multi-currency senior secured credit facility with JPMorgan Chase Bank N.A., as administrative agent, and a syndicate of banks (the “Amended Credit Agreement”). On April 30, 2019, the Company amended this credit facility to expand the borrowing capacity and extend its maturity to April 30, 2024. The Amended Credit Agreement includes (i) a five-year $350 million multi-currency senior secured revolving credit facility and (ii) a five-year $150 million senior secured term loan facility. Pursuant to an “accordion feature,” the Company may increase its borrowings up to an additional $250 ~~million for a total of up to $750~~ million, subject to obtaining additional credit commitments from the lenders participating in the increase. The Amended Credit Agreement allows for the issuance of up to $50 million for letters of credit, subject to obtaining additional credit commitments from the lenders participating in the increase. The Company incurred debt issuance costs of $1.1 million in connection with the amendments to the Amended Credit Agreement. These costs were capitalized to other non-current assets on the Condensed Consolidated Balance Sheets and added to the unamortized debt issuance costs from the previous credit facility.

At the Company's option, loans under the Amended Credit Agreement, other than swingline loans, bear interest at a rate equal to a spread over the LIBOR or alternate base rate depending upon the Company's net leverage ratio, calculated as total debt less up to $15 million of unrestricted domestic cash ("Credit Facility Net Debt") to trailing 4-quarter adjusted earnings before interest expense, taxes, depreciation and amortization ("Credit Facility EBITDA") (the "Leverage Ratio"). This spread ranges from 1.00% to 1.75% for LIBOR-based loans and 0.00% to 0.75% for alternate base rate loans. Additionally, the Company is charged commitment fees ranging from 0.15% to 0.30%, depending upon the Leverage Ratio, on non-utilized borrowing availability, excluding swingline loans. The Amended Credit Agreement provides for the substitution of a new interest rate benchmark upon the transition from LIBOR, subject to agreement between the Company and the administrative agent. Borrowings under the Amended Credit Agreement are guaranteed by substantially all of the domestic assets of the Company and a pledge of up to 65% of capital stock or other equity interest in certain foreign subsidiaries determined to be either material or a subsidiary borrower as defined in the Amended Credit Agreement. Under the terms of the revolving credit facility, the payment of cash dividends is restricted.

The spread in effect as of ~~September 30, 2020~~March 31, 2021 was ~~1.75%~~1.25% for LIBOR-based loans and ~~0.75%~~0.25% for alternate base rate loans. The commitment fee rate in effect at ~~September 30, 2020~~March 31, 2021 was ~~0.30%~~0.20%. The Amended Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants. Specifically, the Company’s Leverage Ratio must be less than or equal to 3.50 to 1.00 at all times. In addition, the Company’s Interest Coverage Ratio (as such term is defined in the Amended Credit Agreement) must be at least 3.00 to 1.00 at the end of each fiscal quarter. In the event of a default, customary remedies are available to the lenders, including acceleration and increased interest rates. The Company was in compliance with all covenants under the credit facility at ~~September 30, 2020.~~March 31, 2021.

Including borrowings for both continuing and discontinued operations, the average daily outstanding balance on the revolving credit facility, excluding the term loan facility, during the ~~three~~nine month periods ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$91.2~~$62.1 million and ~~$250.8~~$252.4 million, respectively. Taking into consideration outstanding borrowings on the multi-currency revolving credit facility for both continuing and discontinued operations, there was ~~$330.1~~$296.2 million and ~~$257.6~~$257.3 million available for additional borrowings as of ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively. At ~~September 30, 2020,~~March 31, 2021, based upon the Leverage Ratio calculation, there was ~~$179.9~~$172.6 million available for additional borrowings. There were 0 letters of credit issued under the multi-currency revolving credit facility ~~for the discontinued operations of~~at March 31, 2021 and $0.3 million at ~~September 30, 2020 and~~ June 30, 2020.

Mississippi Revenue Bond

2019

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On August 1, 2007, the Company entered into an agreement with the State of Mississippi to provide financing for the acquisition and installation of certain equipment to be utilized at the Company’s Southaven, Mississippi warehouse, through the issuance of an industrial development revenue bond. The bond matures on September 1, 2032 and accrues interest at the 30-day LIBOR rate plus a spread of 0.85%. The terms of the bond allow for payment of interest only for the first 10 years of the agreement, and then, starting on September 1, 2018 through 2032, principal and interest payments are due until the maturity date or the redemption of the bond. The agreement also provides the bondholder with a put option, exercisable only within 180 days of each fifth anniversary of the agreement, requiring the Company to pay back the bonds at 100% of the principal amount outstanding. At ~~September 30, 2020,~~March 31, 2021, the Company was in compliance with all covenants under this bond. The interest rates at ~~September 30, 2020~~March 31, 2021 and June 30, 2020 were ~~1.01%~~0.96% and 1.03%, respectively.

Debt Issuance Costs

At ~~September 30, 2020,~~March 31, 2021, net debt issuance costs associated with the credit facility and bond totaled ~~$1.5~~$1.3 million and are being amortized through the maturity date of each respective debt instrument.

(9) Derivatives and Hedging Activities

The Company's results of operations could be materially impacted by significant changes in foreign currency exchange rates and interest rates. In an effort to manage the exposure to these risks, the Company periodically enters into various derivative instruments. The Company's accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments in accordance with U.S. GAAP. The Company records all derivatives on the consolidated balance sheet at fair value. Derivatives that are not designated as hedging instruments or the ineffective portions of cash flow hedges are adjusted to fair value through earnings in other income and expense.

Foreign Currency Derivatives – The Company conducts a portion of its business internationally in a variety of foreign currencies and is exposed to market risk for changes in foreign currency exchange rates. The Company attempts to hedge transaction exposures with natural offsets to the fullest extent possible and once these opportunities have been exhausted the Company uses currency options and forward contracts or other hedging instruments with third parties. These contracts will periodically hedge the exchange of various currencies, including the U.S. dollar, Brazilian real, euro, British pound and Canadian dollar for continuing operations.

The Company had contracts outstanding for purposes of managing cash flows with notional amounts of ~~$27.2~~$25.5 million and $16.6 million for the exchange of foreign currencies at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively. To date, the Company has chosen not to designate these derivatives as hedging instruments, and accordingly, these instruments are adjusted to fair value through earnings in other income and expense. Summarized financial information related to these derivative contracts and changes in the underlying value of the foreign currency exposures included in the Condensed Consolidated Income Statements for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ are as follows:

Quarter ended
September 30,
2020 2019
(in thousands)
Net foreign exchange derivative contract losses (gains) $ 95 $ (1,153)
Net foreign currency transactional and re-measurement losses 343 1,399
Net foreign currency exchange losses $ 438 $ 246


	Quarter ended				Nine months ended
	March 31,				March 31,
	2021		2020		2021		2020
	(in thousands)
Net foreign exchange derivative contract (gains) losses	$	(1,061)	$	(3,264)	$	852	$	(3,749)
Net foreign currency transactional and re-measurement losses (gains)	1,020		3,168		(74)		3,835
Net foreign currency exchange (gains) losses	$	(41)	$	(96)	$	778	$	86

Net foreign currency exchange gains and losses consist of foreign currency transactional and functional currency re-measurements, offset by net foreign currency exchange contract gains and losses and are included in other income and expense. Foreign currency exchange gains and losses are generated as the result of fluctuations in the value of the U.S. dollar versus the Brazilian real, the U.S. dollar versus the euro, British pound versus the euro and other currencies versus the U.S. dollar.

Interest Rates - The Company’s earnings are also affected by changes in interest rates due to the impact those changes have on interest expense from floating rate debt instruments. The Company manages its exposure to changes in interest rates by using interest rate swaps to hedge this exposure and to achieve a desired proportion of fixed versus floating rate debt. The Company entered into an interest rate swap agreement, which was subsequently settled, and entered into a new amended agreement on April 30, 2019. The swap agreement has a notional amount of $100.0 million, with a $50.0 million tranche scheduled to mature

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on April 30, 2024 and a $50.0 million tranche scheduled to mature April 30, 2026. This swap agreement is designated as a cash

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flow hedge to hedge the variable rate interest payments on the revolving credit facility. Interest rate differentials paid or received under the swap agreement are recognized as adjustments to interest expense. To the extent the swap is effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swap are not included in current earnings but are reported as other comprehensive income (loss). There was no ineffective portion to be recorded as an adjustment to earnings for the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

The components of the cash flow hedge included in the Condensed Consolidated Statement of Comprehensive ~~(Loss)~~ Income for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ are as follows:

Quarter ended
September 30,
2020 2019
(in thousands)
Net interest expense recognized as a result of interest rate swap $ 560 $ 27
Unrealized loss in fair value of interest rate swap (402) (1,440)
Net increase (decrease) in accumulated other comprehensive (loss) income $ 158 $ (1,413)
Income tax effect 49 (342)
Net increase (decrease) in accumulated other comprehensive (loss) income, net of tax $ 109 $ (1,071)


	Quarter ended				Nine months ended
	March 31,				March 31,
	2021		2020		2021		2020
	(in thousands)
Net interest expense recognized as a result of interest rate swap	$	557	$	180	$	1,682	$	343
Unrealized gain (loss) in fair value of interest rate swap	1,549		(5,518)		1,281		(5,890)
Net increase (decrease) in accumulated other comprehensive income	2,106		(5,338)		2,963		(5,547)
Income tax effect	524		(1,292)		754		(1,330)
Net increase (decrease) in accumulated other comprehensive income, net of tax	$	1,582	$	(4,046)	$	2,209	$	(4,217)

The Company used the following derivative instruments at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, reflected in its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above:


			September 30, 2020				June 30, 2020						March 31, 2021				June 30, 2020
		Balance Sheet Location	Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments		Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments			Balance Sheet Location	Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments		Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments
			(in thousands)										(in thousands)

Derivative liabilities:	Derivative liabilities:										Derivative liabilities:
Foreign exchange contracts	Foreign exchange contracts	Accrued expenses and other current liabilities	$	0	$	41	$	0	$	26	Foreign exchange contracts	Accrued expenses and other current liabilities	$	0	$	45	$	0	$	26
Foreign currency hedge											Foreign currency hedge	Accrued expenses and other current liabilities	$	275	$	0	$	0	$	0
Interest rate swap agreement	Interest rate swap agreement	Other long-term liabilities	$	9,232	$	0	$	9,433	$	0	Interest rate swap agreement	Other long-term liabilities	$	6,340	$	0	$	9,433	$	0

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(10) Fair Value of Financial Instruments

Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company classifies certain assets and liabilities based on the fair value hierarchy, which aggregates fair value measured assets and liabilities based upon the following levels of inputs:

•Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

•Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

The assets and liabilities maintained by the Company that are required to be measured or disclosed at fair value on a recurring basis include the Company’s various debt instruments, deferred compensation plan investments, outstanding forward foreign currency exchange contracts, interest rate swap agreements and contingent consideration owed to the previous owners of Intelisys. The carrying value of debt is considered to approximate fair value, as the Company’s debt instruments are indexed to a variable rate using the market approach (Level 2 criteria).

The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis at ~~September 30, 2020:~~March 31, 2021:


		Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
		(in thousands)									(in thousands)
Assets:	Assets:									Assets:
Deferred compensation plan investments, current and non-current portion	Deferred compensation plan investments, current and non-current portion	$	28,687	$	28,687	$	0	$	0	Deferred compensation plan investments, current and non-current portion	$	30,145	$	30,145	$	0	$	0

Total assets at fair value	Total assets at fair value	$	28,687	$	28,687	$	0	$	0	Total assets at fair value	$	30,145	$	30,145	$	0	$	0
Liabilities:	Liabilities:									Liabilities:
Deferred compensation plan investments, current and non-current portion	Deferred compensation plan investments, current and non-current portion	$	28,687	$	28,687	$	0	$	0	Deferred compensation plan investments, current and non-current portion	$	30,145	$	30,145	$	0	$	0
Forward foreign currency exchange contracts	Forward foreign currency exchange contracts	41		0		41		0		Forward foreign currency exchange contracts	45		0		45		0
Foreign currency hedge										Foreign currency hedge	275		0		275		0
Interest rate swap agreement	Interest rate swap agreement	9,232		0		9,232		0		Interest rate swap agreement	6,340		0		6,340		0
Liability for contingent consideration		46,850		0		0		46,850

Total liabilities at fair value	Total liabilities at fair value	$	84,810	$	28,687	$	9,273	$	46,850	Total liabilities at fair value	$	36,805	$	30,145	$	6,660	$	0

The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis at June 30, 2020:

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	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion	$	27,159	$	27,159	$	0	$	0


Total assets at fair value	$	27,159	$	27,159	$	0	$	0
Liabilities:
Deferred compensation plan investments, current and non-current portion	$	27,159	$	27,159	$	0	$	0
Forward foreign currency exchange contracts	26		0		26		0
Interest rate swap agreement	9,433		0		9,433		0
Liability for contingent consideration	46,334		0		0		46,334
Total liabilities at fair value	$	82,952	$	27,159	$	9,459	$	46,334

The investments in the deferred compensation plan are held in a "rabbi trust" and include mutual funds and cash equivalents for payment of non-qualified benefits for certain retired, terminated and active employees. These investments are recorded to prepaid expenses and other current assets or other non-current assets depending on their corresponding, anticipated distribution dates to recipients, which are reported in accrued expenses and other current liabilities or other long-term liabilities, respectively.

Derivative instruments, such as foreign currency forward contracts, are measured using the market approach on a recurring basis considering foreign currency spot rates and forward rates quoted by banks or foreign currency dealers and interest rates quoted by banks (Level 2). Fair values of interest rate swaps are measured using standard valuation models with inputs that can be derived from observable market transactions, including LIBOR spot and forward rates (Level 2). Foreign currency contracts and interest rate swap agreements are classified in the Condensed Consolidated Balance Sheets as prepaid expenses and other non-current assets or accrued expenses and other long-term liabilities, depending on the respective instruments' favorable or unfavorable positions. See Note 9 - Derivatives and Hedging Activities.

The Company recorded a contingent consideration liability at the acquisition date of Intelisys representing the amounts payable to former shareholders, as outlined under the terms of the purchase agreements, based upon the achievement of a projected earnings measure, net of specific pro forma adjustments. The current and non-current portions of these obligations are reported separately on the Condensed Consolidated Balance Sheets. The fair value of the contingent considerations (Level 3) are determined using a form of a probability weighted discounted cash flow model. Subsequent changes in the fair value of the contingent consideration liabilities are recorded to the change in fair value of contingent consideration line item in the Condensed Consolidated Income Statements. ~~Fluctuations due to foreign currency translation are captured in other comprehensive (loss) income through the changes in foreign currency translation adjustments line item as seen in Note 5 -~~ ~~Accumulated Other Comprehensive Loss~~.

Intelisys is part of the Company's Worldwide Communications & Services segment. The table below provides a summary of the changes in fair value of the Company's contingent considerations for the Intelisys earnout, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the quarter and nine months ended ~~September 30, 2020.~~March 31, 2021. The final earnout payment due to the former owners of Intelisys was paid in October 2020.

~~Quarter ended September 30, 2020~~

~~Worldwide Communications & Services Segment~~

~~(in thousands)~~

~~Fair value at beginning of period~~

~~46,334~~

~~Change in fair value of contingent consideration~~

~~516~~

~~Fair value at end of period~~

~~46,850~~


	Quarter ended March 31, 2021		Nine months ended March 31, 2021
	Worldwide Communications & Services Segment
	(in thousands)
Fair value at beginning of period	$	0		$	46,334

Payments	0			(46,850)
Change in fair value of contingent consideration	0			516

Fair value at end of period	$	0		$	0

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The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the Intelisys earnout for the quarter and nine months ended ~~September 30, 2019.~~March 31, 2020.

~~Quarter ended September 30, 2019~~

~~Worldwide Communications & Services Segment~~

~~(in thousands)~~

~~Fair value at beginning of period~~

~~77,925~~

~~Change in fair value of contingent consideration~~

~~2,472~~

~~Fair value at end of period~~

~~80,397~~


	Quarter ended March 31, 2020		Nine months ended March 31, 2020
	Worldwide Communications & Services Segment
	(in thousands)
Fair value at beginning of period	$	45,043		$	77,925

Payments	0			(38,531)
Change in fair value of contingent consideration	617			6,266

Fair value at end of period	$	45,660		$	45,660

The fair values of amounts owed are recorded in current ~~portion of contingent consideration and long-term~~ portion of contingent consideration in the Company’s Condensed Consolidated Balance Sheets. In accordance with ASC 805, the Company will revalue the contingent consideration liability at each reporting date through the last payment, with changes in the fair value of the contingent consideration reflected in the change in fair value of contingent consideration line item on the Company’s Condensed Consolidated Income Statements that is included in the calculation of operating income. The fair value of the contingent consideration liability associated with future earnout payments is based on several factors, including:

•estimated future results, net of pro forma adjustments set forth in the purchase agreements;

•the probability of achieving these results; and

•a discount rate reflective of the Company’s creditworthiness and market risk premium associated with the United States markets.

A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration. Valuation techniques and significant observable inputs used in recurring Level 3 fair value measurements for the Company's contingent consideration liability related to Intelisys at June 30, 2020 were as follows. The measurement period for the Intelisys earnout ended on June 30, 2020.

Reporting Period

Valuation Technique

Significant Unobservable Inputs

Weighted Average Rates(a)

June 30, 2020

Discounted cash flow

Weighted average cost of capital

3.0

(a) Weighted average rates identified for ~~each~~this significant unobservable input relate to the valuation of the Intelisys contingent consideration. Since the earnout period for Intelisys closed on June 30, 2020, the weighted average cost of capital represents the cost of debt. There is no EBITDA growth or weighted average cost of capital to report in the current period.

Intelisys

The ~~fair value of the liability for the~~final contingent consideration payment related to Intelisys ~~recognized at September 30, 2020~~ was ~~$46.9 million, all of which is classified as current.~~paid during the quarter ended December 31, 2020. The expense from the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement totaled $0.5 million for the ~~quarter~~nine months ended ~~September 30, 2020.~~March 31, 2021. The change in fair value for the ~~quarter~~current nine month period is due to the recurring amortization of the unrecognized fair value discount. ~~The liability recognized at September 30, 2020 is undiscounted and expected to be paid in full during the quarter ended December 31, 2020.~~

The fair value of the liability for the contingent consideration related to Intelisys recognized at ~~September 30, 2019~~March 31, 2020 was ~~$80.4~~$45.7 million, all of which ~~$38.5 million~~ was classified as current. The expense from the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement totaled ~~$2.5~~$0.6 million and $6.3 million for the quarter and nine months ended ~~September 30, 2019.~~March 31, 2020, respectively. The change in fair value for the prior-year quarter and nine month period is primarily driven by the recurring amortization of the unrecognized fair value discount and better than expected actual results.

(11) Segment Information

The Company is a leading provider of technology solutions and services to customers in specialty technology markets. The Company has 2 reportable segments, based on product, customer and service type.

Worldwide Barcode, Networking & Security Segment

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The Worldwide Barcode, Networking & Security segment includes a portfolio of solutions primarily for enterprise mobile computing, data capture, barcode printing, POS, payments, networking, electronic physical security, cyber security and other

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technologies. The Company has business operations within this segment in the United States, Canada and Brazil. The Company sees adjacencies among these technologies in helping its customers develop solutions. Data capture and POS solutions interface with computer systems used to automate the collection, processing and communication of information for commercial and industrial applications, including retail sales, distribution, shipping, inventory control, materials handling, warehouse management and health care applications. Electronic physical security products include identification, access control, video surveillance, intrusion-related and wireless and networking infrastructure products.

Worldwide Communications & Services Segment

The Worldwide Communications & Services segment includes a portfolio of solutions primarily for communications technologies and services and includes the Company's ~~recent~~ acquisition of intY. The Company has business operations within this segment in the United States, Canada, Brazil and the UK. These offerings include voice, video conferencing, wireless, data networking, cable, unified communications and collaboration, cloud and technology services. As these solutions come together on IP networks, new opportunities are created to move into adjacent solutions for all vertical markets, such as education, healthcare and government.

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Selected financial information for each business segment is presented below:

Quarter ended
September 30,
2020 2019
(in thousands)
Sales:
Worldwide Barcode, Networking & Security $ 523,577 $ 581,187
Worldwide Communications & Services 233,765 261,514
$ 757,342 $ 842,701
Depreciation and amortization:
Worldwide Barcode, Networking & Security $ 4,189 $ 4,202
Worldwide Communications & Services 3,727 3,308
Corporate 795 1,008
$ 8,711 $ 8,518
Change in fair value of contingent consideration:
Worldwide Communications & Services 516 2,472
$ 516 $ 2,472
Operating income (loss):
Worldwide Barcode, Networking & Security $ 2,147 $ 11,071
Worldwide Communications & Services 8,253 9,199
Corporate(1)
(8,766) (757)
$ 1,634 $ 19,513
Capital expenditures:
Worldwide Barcode, Networking & Security $ 339 $ 526
Worldwide Communications & Services 409 413
$ 748 $ 939
Sales by Geography Category:
United States and Canada $ 691,080 $ 777,969
International(2)
73,739 74,193
Less intercompany sales (7,477) (9,461)
$ 757,342 $ 842,701
(1) Includes restructuring costs of $8.3 million for the quarter ended September 30, 2020.
(2) For the quarters ended September 30, 2020 and 2019, no sales exceeded 10% of consolidated net sales to any single international country.

September 30, 2020 June 30, 2020
(in thousands)
Assets:
Worldwide Barcode, Networking & Security $ 749,378 $ 766,746
Worldwide Communications & Services 750,832 685,053
Corporate 56,231 59,064
Assets held for sale 176,903 181,231
$ 1,733,344 $ 1,692,094
Property and equipment, net by Geography Category:
United States and Canada $ 49,702 $ 53,083
International 2,562 2,558
$ 52,264 $ 55,641

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	Quarter ended				Nine months ended
	March 31,				March 31,
	2021		2020		2021		2020
	(in thousands)
Sales:
Worldwide Barcode, Networking & Security	$	502,227	$	489,218	$	1,577,197	$	1,645,406
Worldwide Communications & Services	227,646		255,366		720,914		765,879
	$	729,873	$	744,584	$	2,298,111	$	2,411,285
Depreciation and amortization:
Worldwide Barcode, Networking & Security	$	3,772	$	4,210	$	11,852	$	12,765
Worldwide Communications & Services	3,867		3,981		11,257		11,436
Corporate	719		795		2,308		2,384
	$	8,358	$	8,986	$	25,417	$	26,585
Change in fair value of contingent consideration:

Worldwide Communications & Services	$	0	$	618	$	516	$	6,266
	$	0	$	618	$	516	$	6,266
Operating income:
Worldwide Barcode, Networking & Security	$	8,054	$	4,779	$	16,088	$	29,153
Worldwide Communications & Services	12,214		6,394		33,555		22,009
Corporate(1)	(832)		(780)		(11,442)		(2,689)
	$	19,436	$	10,393	$	38,201	$	48,473
Capital expenditures:
Worldwide Barcode, Networking & Security	$	(532)	$	(1,855)	$	(1,173)	$	(3,294)
Worldwide Communications & Services	(297)		(1,988)		(1,110)		(3,281)

	$	(829)	$	(3,843)	$	(2,283)	$	(6,575)
Sales by Geography Category:
United States and Canada	$	666,773	$	677,798	$	2,081,377	$	2,200,644
International	64,153		74,409		228,784		237,770
Less intercompany sales	(1,053)		(7,623)		(12,050)		(27,129)
	$	729,873	$	744,584	$	2,298,111	$	2,411,285

(1) Includes restructuring costs of $0.6 million and $9.3 million for the quarter and nine months ended March 31, 2021.


	March 31, 2021		June 30, 2020
	(in thousands)
Assets:
Worldwide Barcode, Networking & Security	$	786,123	$	766,746
Worldwide Communications & Services	775,359		685,053
Corporate	21,140		59,064
Assets held for sale	0		181,231
	$	1,582,622	$	1,692,094
Property and equipment, net by Geography Category:
United States and Canada	$	42,517	$	53,083
International	2,799		2,558
	$	45,316	$	55,641

(12) Leases

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In accordance with ASC 842, at contract inception the Company determines if a contract contains a lease by assessing whether the contract contains an identified asset and whether the Company has the ability to control the asset. The Company also determines if the lease meets the classification criteria for an operating lease versus a finance lease under ASC 842. Substantially all of the Company's leases are operating leases for real estate, warehouse and office equipment ranging in duration from 1 year to 10 years. The Company has elected not to record short-term operating leases with an initial term of 12 months or less on the Condensed Consolidated Balance Sheets. Operating leases are recorded as other non-current assets, accrued expenses and other current liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets. The Company has finance leases for information technology equipment expiring in fiscal year 2022. Finance leases are recorded as property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets. The gross amount of the balances recorded related to finance leases is immaterial to the financial statements at ~~September 30, 2020~~March 31, 2021 and June 30, 2020.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the net present value of future minimum lease payments over the lease term. The Company generally is not able to determine the rate implicit in its leases and has elected to apply an incremental borrowing rate as the discount rate for the present value determination, which is based on the Company's cost of borrowings for the relevant terms of each lease and geographical economic factors. Certain operating lease agreements contain options to extend or terminate the lease. The lease term used is adjusted for these options when the Company is reasonably certain it will exercise the option. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments not based on a rate or index, such as costs for common area maintenance, are expensed as incurred. Further, the Company has elected the practical expedient to recognize all lease and non-lease components as a single lease component, where applicable.

The following table presents amounts recorded on the Condensed Consolidated Balance Sheet related to operating leases at ~~September~~March 31, 2021 and June 30, 2020:

Operating leases

Balance Sheet location

September 30, 2020

June 30, 2020

Operating leases

Balance Sheet location

March 31, 2021

June 30, 2020

(in thousands)

Operating lease right-of-use assets

Other non-current assets

22,440

23,581

Operating lease right-of-use assets

Other non-current assets

20,265

23,581

Current operating lease liabilities

Accrued expenses and other current liabilities

4,395

4,476

Current operating lease liabilities

Accrued expenses and other current liabilities

4,283

4,476

Long-term operating lease liabilities

Other long-term liabilities

19,711

20,760

Long-term operating lease liabilities

Other long-term liabilities

17,598

20,760

The following table presents amounts recorded in operating lease expense as part of selling general and administrative expenses on the Condensed Consolidated Income Statements during the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020. Operating lease costs contain immaterial amounts of short-term lease costs for leases with an initial term of 12 months or less.


		Quarter ended September 30,					Quarter ended March 31,				Nine months ended March 31,
		2020		2019			2021		2020		2021		2020
		(in thousands)					(in thousands)				(in thousands)
Operating lease cost	Operating lease cost	$	1,356	$	1,602	Operating lease cost	$	1,277	$	1,521	$	3,964	$	4,685
Variable lease cost	Variable lease cost	310		249		Variable lease cost	297		389		880		919
		$	1,666	$	1,851		$	1,574	$	1,910	$	4,844	$	5,604

Supplemental cash flow information related to the Company's operating leases for the ~~three~~quarter and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ are presented in the table below:


	Nine months ended
	March 31,
		2021		2020
	(in thousands)
Cash paid for amounts in the measurement of lease liabilities		$	4,116	$	4,351
Right-of-use assets obtained in exchange for lease obligations		0		1,672

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Three months ended
September 30,
2020 2019
(in thousands)
Cash paid for amounts in the measurement of lease liabilities $ 1,394 $ 1,406
Right-of-use assets obtained in exchange for lease obligations 0 1,533

The weighted-average remaining lease term and discount rate at ~~September 30, 2020~~March 31, 2021 are presented in the table below:


	~~September 30, 2020~~March 31, 2021
Weighted-average remaining lease term	~~5.80~~5.42 years
Weighted-average discount rate	4.1	%

The following table presents the maturities of the Company's operating lease liabilities at ~~September 30, 2020:~~March 31, 2021:


		Operating leases			Operating leases
		(in thousands)			(in thousands)
Remainder of 2021	Remainder of 2021	$	4,035	Remainder of 2021	$	1,329
2022	2022	4,984		2022	4,992
2023	2023	4,654		2023	4,658
2024	2024	4,158		2024	4,158
2025	2025	3,256		2025	3,256
Thereafter	Thereafter	5,990		Thereafter	5,990
Total future payments	Total future payments	27,077		Total future payments	24,383
Less: amounts representing interest	Less: amounts representing interest	2,971		Less: amounts representing interest	2,502
Present value of lease payments	Present value of lease payments	$	24,106	Present value of lease payments	$	21,881

(13) Commitments and Contingencies

The Company and its subsidiaries are, from time to time, parties to lawsuits arising out of operations. Although there can be no assurance, based upon information known to the Company, the Company believes that any liability resulting from an adverse determination of such lawsuits would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

In early March 2020, the World Health Organization characterized ~~the novel coronavirus (“COVID-19”)~~COVID-19 as a pandemic. The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a substantial impact on businesses around the world, including the Company’s business, and on global, regional and national economies. The Company is unable at this time to predict the ultimate impact that COVID-19 will have on its business due to the inability to predict the duration or magnitude of the virus' ~~impacts.~~impact.

During the Company's due diligence for the Network1 acquisition, several pre-acquisition contingencies were identified regarding various Brazilian federal and state tax exposures. The Company recorded indemnification receivables that are reported gross of the pre-acquisition contingency liabilities as the funds were escrowed as part of the acquisition. The amount available after the impact of foreign currency translation for future pre-acquisition contingency settlements or to be released to the sellers was ~~$4.6~~$3.5 million and $4.8 million, at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively.

The table below summarizes the balances and line item presentation of Network1's pre-acquisition contingencies and corresponding indemnification receivables in the Company's Condensed Consolidated Balance Sheets at ~~September 30, 2020~~March 31, 2021 and June 30, 2020:

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		September 30, 2020		June 30, 2020			March 31, 2021		June 30, 2020
		Network1					Network1
		(in thousands)					(in thousands)
Assets	Assets					Assets
Prepaid expenses and other current assets	Prepaid expenses and other current assets	$	14	$	14	Prepaid expenses and other current assets	$	14	$	14
Other non-current assets	Other non-current assets	$	3,546	$	3,652	Other non-current assets	$	3,510	$	3,652
Liabilities	Liabilities					Liabilities
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	$	14	$	14	Accrued expenses and other current liabilities	$	14	$	14
Other long-term liabilities	Other long-term liabilities	$	3,546	$	3,652	Other long-term liabilities	$	3,510	$	3,652

The ~~reduction~~decrease in pre-acquisition contingencies and corresponding indemnification receivables is due to a slight ~~reduction~~decrease in the foreign exchange rate of the Brazilian real against the US dollar.

(14) Restructuring

In July 2020, as part of a strategic review of organizational structure and operations, the Company announced a global cost reduction and restructuring program. These actions are designed to better align the cost structure for the wholesale distribution business with lower sales volumes as a result of the COVID-19 pandemic. The Company also initiated the closure of its Canpango business, its salesforce implementation and consulting business. There has been limited adoption by the Company's partner community of the services Canpango offers. These actions include entering into severance and termination agreements with employees, legal fees to execute the reduction in force and costs associated with lease terminations.

The following table presents the restructuring and severance costs incurred for the quarter and nine months ended ~~September 30, 2020:~~March 31, 2021:

~~Total~~

~~(in thousands)~~

~~Severance and benefit costs~~

~~8,111~~

~~Other~~

~~157~~

~~Total restructuring and other charges~~

~~8,268~~


	Quarter ended March 31, 2021		Nine months ended March 31, 2021
	(in thousands)
Severance and benefit costs	$	326	$	8,825
Other	234		487
Total restructuring and other charges	$	560	$	9,312

For the quarter and nine months ended ~~September 30, 2020,~~March 31, 2021, all restructuring costs are recognized in the Corporate reporting unit and have not been allocated to the Worldwide Communications & Services or Worldwide Barcode, Networking & Security segment. The Company incurred restructuring charges in the prior year that were immaterial to the condensed consolidated financial statements and unrelated to the program described above.

Accrued restructuring and severance costs are included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The following table represents activity for the ~~quarter~~nine months ended ~~September 30, 2020:~~March 31, 2021:


	Accrued Expenses
	(in thousands)
Balance at July 1, 2020	$	0
Charged to expense	~~8,268~~9,312
Cash payments	~~(1,436)~~(6,803)
Balance at ~~September 30, 2020~~March 31, 2021	$	~~6,832~~2,509

The remaining balance as of ~~September 30, 2020~~March 31, 2021 of ~~$6.8~~$2.5 million, primarily related to Corporate, is expected to be paid through the first quarter of fiscal year 2022.

~~(15) Income Taxes~~

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(15) Income Taxes

Income taxes for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ have been included in the accompanying condensed consolidated financial statements using an estimated annual effective tax rate. In addition to applying the estimated annual effective tax rate to pre-tax income, the Company includes certain items treated as discrete events to arrive at an estimated overall tax provision. ~~There were no material~~During the current period, a discrete ~~items recognized during the quarter ended September 30, 2020 and 2019.~~net tax benefit of $0.5 million was recorded, which is primarily attributable to exempt foreign income.

The Company’s effective tax rate of ~~29.0%~~27.1% and ~~26.1%~~28.3% for the ~~quarters~~quarter and nine months ended ~~September 30, 2020 and 2019,~~March 31, 2021, respectively, differs from the current federal statutory rate of 21% primarily as a result of income derived from tax jurisdictions with varying income tax rates, nondeductible expenses and state income taxes. The Company's effective tax rate was 32.9% and 28.0% for the quarter and nine months ended March 31, 2020, respectively.

The Company has provided for U.S. income taxes for the current earnings of its Canadian subsidiary and will continue to distribute the earnings of its Canadian subsidiary. Earnings from Brazil will continue to be considered retained indefinitely for reinvestment and all other foreign geographies are immaterial. It has been the practice of the Company to reinvest those earnings in the businesses outside the United States. ~~For~~As a result of the sale of the Latin ~~America~~American and ~~Europe, where~~European entities, the Company ~~has discontinued operations, as these entities sell,~~repatriated the ~~Company intends to repatriate the earnings~~proceeds to the United ~~States.~~States with minimal tax consequences.

The Tax Cuts and Jobs Act (TCJA), passed in December 2017, created a provision known as global intangible low-tax income ("GILTI") that imposes a tax on certain earnings of foreign subsidiaries. The GILTI tax became effective for the Company during fiscal year 2019 and an accounting policy election was made to treat the tax as a current period expense.

The Company had approximately $1.2 million of total gross unrecognized tax benefits at ~~September 30, 2020~~March 31, 2021 and June 30, 2020. Of this total at ~~September 30, 2020,~~March 31, 2021, approximately ~~$0.9~~$1 million represents the amount of unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. The Company does not believe that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. At ~~September 30, 2020~~March 31, 2021 and June 30, 2020, the Company had approximately $1.2 million and $1.1 million, respectively, accrued for interest and penalties.

The Company conducts business globally and one or more of its subsidiaries files income tax returns in the U.S. federal, various state, local and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in countries and states in which it operates. With certain exceptions, the Company is no longer subject to federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before June 30, 2015.

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(16) Discontinued Operations

On August 20, 2019, the Company announced plans to divest the product distribution businesses in Europe, the UK, Mexico, Colombia, Chile, Peru and the Miami-based export operations ("Divestitures") as these businesses ~~have~~had been performing below management's expectations. The Company will continue to operate its digital business in these countries. Management determined that the Company did not have sufficient scale in these markets to maximize the value-added model for product distribution, leading the Company to focus and invest in its higher-growth, ~~higher margin~~higher-margin businesses. Results from the Divestitures were included within each reportable ~~segment;~~segment, which includes the Worldwide Barcode, Networking & Security ~~segment~~ and Worldwide Communications & Services ~~segment.~~segments.

During the quarter ended June 30, 2020, the Company recorded a pre-tax loss on ~~held for~~ sale classification of $88.9 million to reduce the carrying value of the Divestitures to its estimate of fair value (the net proceeds ~~expected to be realized~~received at closing), less estimated costs to sell. As this loss was determined not to be attributable to any individual components in the Divestitures' net assets, it was reflected as a valuation allowance against the total assets of the Divestitures. During the quarter and nine months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded an additional pre-tax loss on ~~held~~disposal group of $0.7 million and $34.5 million, respectively. This loss includes the realization of cumulative translation adjustments of $0.0 million and $11.6 million for ~~sale classification of $10.7 million. This additional loss was~~the quarter and nine months ended March 31, 2021, respectively. Additional losses during the quarter and nine months ended March 31, 2021 are primarily attributable ~~primarily~~ to a reduction in the net proceeds ~~expected to be realized at closing~~received for the Divestitures.

The Company signed an agreement on July 23, 2020 with Intcomex for its businesses located in Latin America, outside of Brazil. The Company finalized the sale of the Latin America businesses on October 30, 2020. The Company ~~is actively working on sales opportunities for businesses in~~also finalized the sale of the Europe and UK business on November 12, 2020. Total cash received for the ~~UK.~~sale of divestitures was $34.4 million.

Major components of net loss from discontinued operations for the quarters and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Quarter ended September 30,					Quarter ended March 31,				Nine months ended March 31,
		2020		2019			2021		2020		2021		2020
		(in thousands)					(in thousands)				(in thousands)
Net sales	Net sales	$	145,049	$	155,716	Net sales	$	0	$	127,899	$	213,373	$	439,527
Cost of goods sold	Cost of goods sold	134,534		142,142		Cost of goods sold	0		117,669		198,512		400,158
Gross profit	Gross profit	10,515		13,574		Gross profit	0		10,230		14,861		39,369
Selling, general and administrative expenses	Selling, general and administrative expenses	10,913		13,810		Selling, general and administrative expenses	0		13,782		17,291		42,607
Depreciation expense	Depreciation expense	201		248		Depreciation expense	0		225		0		771
Intangible amortization expense	Intangible amortization expense	0		424		Intangible amortization expense	0		327		0		1,073

Operating loss	Operating loss	(599)		(908)		Operating loss	0		(4,104)		(2,430)		(5,082)
Interest expense, net	Interest expense, net	125		483		Interest expense, net	0		323		394		1,236
Loss on held for sale classification		10,686		0
Other expense, net		291		(343)
Loss on disposal group						Loss on disposal group	688		0		34,496		0
Other (income) expense, net						Other (income) expense, net	0		433		310		(96)
Loss from discontinued operations before taxes	Loss from discontinued operations before taxes	(11,701)		(1,048)		Loss from discontinued operations before taxes	(688)		(4,860)		(37,630)		(6,222)
Income tax expense		3		(287)
Income tax expense (benefit)						Income tax expense (benefit)	0		(858)		17		(1,197)
Net loss from discontinued operations	Net loss from discontinued operations	$	(11,704)	$	(761)	Net loss from discontinued operations	$	(688)	$	(4,002)	$	(37,647)	$	(5,025)

The major classes of assets and liabilities classified as held-for-sale in the accompanying consolidated balance sheets, were as follows as of ~~September 30, 2020~~March 31, 2021 and June 30, 2020:

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		September 30, 2020		June 30, 2020			March 31, 2021		June 30, 2020
		(in thousands)					(in thousands)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	5,678	$	4,970	Cash and cash equivalents	$	0	$	4,970
Accounts receivable, net	Accounts receivable, net	130,553		117,200		Accounts receivable, net	0		117,200
Inventories, net	Inventories, net	95,560		106,779		Inventories, net	0		106,779
Prepaid expenses and other current assets	Prepaid expenses and other current assets	27,465		23,808		Prepaid expenses and other current assets	0		23,808

Total current assets	Total current assets	259,256		252,757		Total current assets	0		252,757
Property and equipment, net	Property and equipment, net	1,724		1,833		Property and equipment, net	0		1,833

Deferred income taxes	Deferred income taxes	9,633		9,349		Deferred income taxes	0		9,349
Other non-current assets	Other non-current assets	5,899		6,215		Other non-current assets	0		6,215
Total assets, before valuation allowance	Total assets, before valuation allowance	276,512		270,154		Total assets, before valuation allowance	0		270,154
Less: valuation allowance	Less: valuation allowance	(99,609)		(88,923)		Less: valuation allowance	0		(88,923)
Total assets, net of valuation allowance (1)	Total assets, net of valuation allowance (1)	$	176,903	$	181,231	Total assets, net of valuation allowance (1)	$	0	$	181,231
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	84,657	$	56,098	Accounts payable	$	0	$	56,098
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	15,834		14,815		Accrued expenses and other current liabilities	0		14,815
Other taxes payable	Other taxes payable	23,136		20,378		Other taxes payable	0		20,378
Short-term borrowings	Short-term borrowings	0		3,524		Short-term borrowings	0		3,524
Income tax payable	Income tax payable	1,338		1,085		Income tax payable	0		1,085
Total current liabilities	Total current liabilities	124,965		95,900		Total current liabilities	0		95,900
Borrowings under revolving credit facility	Borrowings under revolving credit facility	19,932		24,704		Borrowings under revolving credit facility	0		24,704
Other long-term liabilities	Other long-term liabilities	7,362		7,418		Other long-term liabilities	0		7,418
Total liabilities(1)	Total liabilities(1)	$	152,259	$	128,022	Total liabilities(1)	$	0	$	128,022

(1) Total assets and liabilities of discontinued operations are classified in current assets and liabilities, respectively, in the Company's consolidated balance sheet as of ~~September 30, 2020 and~~ June 30, ~~2020, as the~~2020. The discontinued operations ~~are expected to be~~were disposed of ~~by June 30, 2021.~~during the quarter ended December 31, 2020.

Significant non-cash operating items and capital expenditures reflected in the cash flows from discontinued operations for the ~~three~~nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Three months ended September 30,					Nine months ended March 31,
		2020		2019			2021		2020
		(in thousands)					(in thousands)
Loss on held for sale classification		$	10,686	$	0
Loss on disposal group						Loss on disposal group	$	34,496	$	0

Depreciation and amortization	Depreciation and amortization	201		672		Depreciation and amortization	0		1,844
Capital expenditures	Capital expenditures	(36)		(1)		Capital expenditures	(58)		(48)

~~(17) Subsequent Events~~

~~The Company finalized the sale of its Divestitures in Latin America, outside of Brazil, on October 30, 2020. See Note 16 -~~ ~~Discontinued Operation~~s.


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Table of Contents~~

Overview

ScanSource is at the center of the technological solution delivery channel, connecting businesses and institutions and providing solutions for their complex needs. We provide technology solutions and services from leading suppliers of mobility and

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barcode, point-of-sale (POS), payments, physical security, unified communications and collaboration, telecom and cloud services to our customers. We serve approximately 30,000 sales partners located in the United States, Canada, Brazil, the UK and Europe and provide solutions and services from ~~over~~approximately 500 technology suppliers. Unless otherwise indicated, the amounts and analysis provided within Management's Discussion and Analysis of Financial Condition and Results of Operations pertain to our continuing operations only.

We operate our business under a management structure that enhances our technology market focus and growth strategy. We segment our business into two technology-focused areas that each operate in the United States, Canada, Brazil and the UK:

•Worldwide Barcode, Networking & Security

•Worldwide Communications & Services

We sell hardware, software, services and connectivity through channel partners to end-customers. For our hardware distribution, we sell products (i) to the United States and Canada from our facilities located in Mississippi, California and Kentucky and (ii) to Brazil primarily from facilities located in the Brazilian states of Parana, Espirito Santo and Santa Catarina. We also have drop shipment arrangements with some of our suppliers, which allow us to offer products to customers without taking physical delivery at our facilities. We provide some of our digital products, which include Software as a Service (“SaaS”) and subscriptions, through our CASCADE platform.

Our key suppliers include 8x8, ACC Business, AT&T, Aruba/HPE, Axis, AudioCodes, Avaya, Barco, Bematech, Cisco, Comcast Business, Datalogic, Dell, ~~Dialogic,~~ Elo, Epson, Extreme, Fortinet, Hanwha, Honeywell, HID, Ingenico, Intrado, Jabra, Lumen, March Networks, Masergy, Microsoft, Mitel, NCR, NICE inContact, Oracle, Panasonic, Poly, RingCentral, Samsung, Sony, Spectralink, Spectrum, Toshiba Global Commerce Solutions, TPx, Ubiquiti, Verifone, Verizon, Windstream, Zebra Technologies and Zoom. We also offer customers significant choices in cloud services through our Intelisys business, including offerings in contact center, infrastructure and unified communications.

Recent Developments

Impact of COVID-19 on our Business Environment

In early March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a substantial impact on businesses around the world and on global, regional and national economies.

During the COVID-19 pandemic, our top priority is protecting the health and safety of our employees. We moved quickly to transition our employees, where possible, to a fully remote working environment. We have taken a number of measures to ensure our teams feel secure in their jobs and have the flexibility and resources they need to stay safe and healthy.

We have activated our contingency plans. We have deployed teams to monitor the rapidly evolving situation and recommend risk mitigation actions; we have implemented travel restrictions; and we are following physical distancing guidelines. We are following global guidance from authorities and health officials including, but not limited to, checking the temperature of associates when entering our facilities, requiring associates to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitation routines. All of our distribution facilities have remained open and operational. Most of our office-based employees around the world are working remotely. Our employees have remained productive across all areas of our business, even while working remotely, and are committed to providing the high level of customer service our partners have grown to expect from us in order to achieve positive results.

We continue to ~~see significant impact from~~monitor and assess the impacts of the COVID-19 pandemic. During the first ~~quarter~~nine months of our fiscal year, GAAP net sales declined ~~10.1%~~4.7% year-over-year ~~and~~while non-GAAP net sales, which exclude the negative impact of fluctuations in foreign currency translation, ~~declined 7.1%~~decreased 1.9% year-over-year.

~~Table of Contents~~

In July 2020, we announced actions to address the business impacts of the COVID-19 pandemic and prepare for ~~the~~our next phase of growth. These actions included a $30 million annualized expense reduction plan. During the quarter and nine months ended ~~September 30, 2020,~~March 31, 2021, we recognized approximately ~~$8.3~~$0.6 million and $9.3 million, respectively, for ~~Restructuring~~restructuring and ~~Other Charges,~~other charges, largely for severance and employee benefits for employees who left the Company as part of this plan. These actions are designed to better align the cost structure for our wholesale distribution business with lower sales volumes as a result of the

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COVID-19 pandemic. As part of the plan, we are continuing to invest in our higher growth agency business, Intelisys. Strong growth for the Intelisys business has continued, even with the COVID-19 pandemic.

~~Closure of the Canpango Professional Services Business~~

In July 2020, we initiated actions to close Canpango, our salesforce implementation and consulting business. In August 2018, we acquired Canpango to help partners build out their customer relationship management capabilities as part of a CCaaS solution. There has been limited adoption by our partner community. We are in the process of completing existing contracts and expect operations to cease b~~y December 31, 2020.~~

~~Divestitures~~

~~The Company signed an agreement on July 23, 2020 with Intcomex for its businesses located in Latin America, outside of Brazil. The Company finalized the sale of the Latin America businesses on October 30 2020. The Company is actively working on sales opportunities for businesses in Europe and the UK.~~

Our Strategy

We rely on a channel sales model offering hardware, software, services and connectivity from leading technology suppliers to sales partners that solve end customers' challenges. With our CASCADE platform, we also offer customers SaaS and subscription services from leading technology suppliers. While we do not manufacture products, we provide technology solutions and services from leading technology suppliers. Our solutions may include a combination of offerings from multiple suppliers or give our sales partners access to additional services, such as custom configuration, key injection, integration support, custom development and other services. We also offer the flexibility of on-premise, cloud and hybrid solutions.

As a trusted adviser to our sales partners, we provide more complete solutions through a better understanding of end customer needs. We drive growth through enhancing our sales partners' capabilities to provide hardware, software, services and connectivity solutions. Our teams deliver value-added support programs and services, including education and training, network assessments, implementation, custom development and marketing to help our sales partners extend their capabilities, develop new technology practices or reach new end customers.

Our objective is to grow profitable sales in the technologies we offer and expand in higher margin and adjacent markets to help our sales partners offer more products and services and increase recurring revenue opportunities. As part of our strategic plan, we consider strategic acquisitions and alliances to enhance our technology offerings and service capabilities.

~~Profitability~~

Our operating income is driven by gross profits and by control of operating expenses. Our operations feature scalable information systems, streamlined management and centralized distribution, enabling us to achieve the economies of scale necessary for cost-effective solution selling. In order to continue to grow in our markets, we have continued to invest in new technologies and increased marketing efforts to recruit new customers.

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Results of Operations from Continuing Operations

Net Sales

The following tables summarize our net sales results by technology segment and by geographic location for our continuing operations for the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Quarter ended September 30,									% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)			Quarter ended March 31,												% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Segment:	Net Sales by Segment:	2020		2019		$ Change			% Change				Net Sales by Segment:	2021			2020			$ Change			% Change
		(in thousands)												(in thousands)
Worldwide Barcode, Networking & Security	Worldwide Barcode, Networking & Security	$	523,577	$	581,187	$	(57,610)		(9.9)	%	(8.6)	%	Worldwide Barcode, Networking & Security	$	502,227		$	489,218		$	13,009		2.7	%		3.5	%
Worldwide Communications & Services	Worldwide Communications & Services	233,765		261,514		(27,749)			(10.6)	%	(3.9)	%	Worldwide Communications & Services	227,646			255,366			(27,720)			(10.9)	%		(6.8)	%
Total net sales	Total net sales	$	757,342	$	842,701	$	(85,359)		(10.1)	%	(7.1)	%	Total net sales	$	729,873		$	744,584		$	(14,711)		(2.0)	%		—	%

								Nine months ended March 31,												% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
												2021				2020			$ Change			% Change			% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
								(in thousands)

Worldwide Barcode, Networking & Security													Worldwide Barcode, Networking & Security	$	1,577,197		$	1,645,406		$	(68,209)		(4.1)	%		(2.9)	%
Worldwide Communications & Services													Worldwide Communications & Services	720,914			765,879			(44,965)			(5.9)	%		0.4	%
Total net sales													Total net sales	$	2,298,111		$	2,411,285		$	(113,174)		(4.7)	%		(1.9)	%

(a) A reconciliation of non-GAAP net sales in constant currency, excluding Divestitures and acquisitions is presented at the end of Results of Operations, under Non-GAAP Financial Information.

Worldwide Barcode, Networking & Security

The Worldwide Barcode, Networking & Security segment consists of sales to customers in North America and Brazil. For the quarter ended ~~September 30, 2020,~~March 31, 2021, net sales for the Barcode, Networking & Security segment ~~decreased $57.6~~increased $13.0 million, or ~~9.9%~~2.7%, compared to the prior-year quarter. Excluding the foreign exchange negative impact, adjusted net sales ~~decreased $49.9~~increased $17.1 million, or ~~8.6%~~3.5%, for the quarter ended ~~September 30, 2020~~March 31, 2021 compared to the prior-year quarter. The increase in net sales and adjusted net sales is primarily due to increased sales in our business in North America and Brazil (in local currency). During the quarter, we saw continued progress in recovering from the sales impacts of the COVID-19 pandemic across key technologies in North America and Brazil.

Net sales decreased $68.2 million, or 4.1% for the nine months ended March 31, 2021 compared to the prior nine month period. Excluding the foreign exchange negative impact, adjusted net sales decreased $48.5 million, or 2.9%, compared to the prior nine month period. The decrease in net sales and adjusted net sales is primarily due to lower sales volume across North America, ~~largely due to the negative impacts of the pandemic,~~ partially offset by sales growth in Brazil.

Worldwide Communications & Services

The Worldwide Communications & Services segment consists of sales to customers in North America, Brazil, Europe and the UK. For the quarter ended ~~September 30, 2020,~~March 31, 2021, net sales decreased $27.7 million, or ~~10.6%.~~10.9% compared to the prior-year quarter. Excluding the foreign exchange negative impact, ~~of $17.4 million,~~ adjusted net sales for the quarter ended March 31, 2021 decreased ~~$10.3~~$17.2 million, or ~~3.9%, compared to~~6.8% from the ~~prior-year quarter.~~quarter ended March 31, 2020. The decrease in net sales and adjusted net sales ~~is primarily due to~~reflects lower sales volumes in ~~the communications business in~~ North America, ~~largely due to the negative impacts of the pandemic. This impact was~~excluding Intelisys, partially offset by sales growth in Brazil (in local ~~currency~~currency).

For the nine months ended March 31, 2021, net sales decreased $45.0 million, or 5.9% compared to the prior nine month period, primarily from decreases in sales volume in North America and Brazil. Excluding the foreign exchange negative impact, adjusted net sales increased $2.7 million, or 0.4%, primarily due to sales growth in Brazil ~~and increases in net sales for our master agency business, Intelisys.~~(in local currency).

Quarter ended September 30,
% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Geography: 2020 2019 $ Change % Change
(in thousands)
United States and Canada $ 683,603 $ 768,508 $ (84,905) (11.0) % (11.0) %
International 73,739 74,193 (454) (0.6) % 33.3 %
Total net sales $ 757,342 $ 842,701 $ (85,359) (10.1) % (7.1) %

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	Quarter ended March 31,								% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Geography:	2021		2020		$ Change		% Change
	(in thousands)
United States and Canada	$	665,720	$	670,175	$	(4,455)	(0.7)	%	(0.7)	%
International	64,153		74,409		(10,256)		(13.8)	%	5.8	%
Total net sales	$	729,873	$	744,584	$	(14,711)	(2.0)	%	—	%

	Nine months ended March 31,								% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
	2021		2020		$ Change		% Change
	(in thousands)
United States and Canada	$	2,069,327	$	2,173,515	$	(104,188)	(4.8)	%	(4.8)	%
International	228,784		237,770		(8,986)		(3.8)	%	24.6	%
Total net sales	$	2,298,111	$	2,411,285	$	(113,174)	(4.7)	%	(1.9)	%

(a) A reconciliation of non-GAAP net sales in constant currency, excluding Divestitures and acquisitions is presented at the end of Results of Operations in the non-GAAP section.

Gross Profit

~~Table of Contents~~

The following tables summarize our gross profit for our continuing operations for the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Quarter ended September 30, % of Net Sales September 30,
2020 2019 $ Change % Change 2020 2019
(in thousands)
Worldwide Barcode, Networking & Security $ 41,085 $ 50,289 $ (9,204) (18.3) % 7.8 % 8.7 %
Worldwide Communications & Services 39,694 48,236 (8,542) (17.7) % 17.0 % 18.4 %
Gross profit $ 80,779 $ 98,525 $ (17,746) (18.0) % 10.7 % 11.7 %


	Quarter ended March 31,								% of Net Sales March 31,
	2021		2020		$ Change		% Change		2021		2020
	(in thousands)
Worldwide Barcode, Networking & Security	$	43,869	$	41,870	$	1,999	4.8	%	8.7	%	8.6	%
Worldwide Communications & Services	44,247		42,708		1,539		3.6	%	19.4	%	16.7	%
Gross profit	$	88,116	$	84,578	$	3,538	4.2	%	12.1	%	11.4	%

	Nine months ended March 31,								% of Net Sales March 31,
	2021		2020		$ Change		% Change		2021		2020
	(in thousands)
Worldwide Barcode, Networking & Security	$	127,639	$	143,293	$	(15,654)	(10.9)	%	8.1	%	8.7	%
Worldwide Communications & Services	127,300		138,130		(10,830)		(7.8)	%	17.7	%	18.0	%
Gross profit	$	254,939	$	281,423	$	(26,484)	(9.4)	%	11.1	%	11.7	%

Worldwide Barcode, Networking & Security

Gross profit dollars and gross profit margin for the Worldwide Barcode, Networking & Security segment ~~decreased~~increased for the quarter ended ~~September 30, 2020~~March 31, 2021, primarily from increased sales volume and higher margin sales mix compared to the prior year quarter. For the nine months ended March 31, 2021, gross profit dollars and gross profit margin decreased due to lower vendor program recognition, compared to the prior-year ~~quarter primarily from lower sales volumes and lower vendor program recognition than in the prior-year quarter.~~period.

Worldwide Communications & Services

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Gross profit dollars and gross profit margin ~~decreased~~increased for the Worldwide Communications & Services segment for the quarter ended ~~September 30, 2020~~March 31, 2021 primarily from ~~lower~~a higher margin sales ~~volumes~~mix and ~~and lower~~higher vendor program recognition compared to the prior year quarter. For the nine months ended March 31, 2021, gross profit margin and gross profit dollars decreased, primarily from lower margin sales mix compared to the prior-year ~~quarter,~~period, partially offset by the results contributed by our Intelisys recurring revenue business.

Operating Expenses

The following tables summarize our operating expenses for our continuing operations for the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Quarter ended September 30,									% of Net Sales September 30,					Quarter ended March 31,								% of Net Sales March 31,
		2020		2019		$ Change		% Change			2020		2019			2021		2020		$ Change		% Change		2021		2020
		(in thousands)														(in thousands)
Selling, general and administrative expenses	Selling, general and administrative expenses	$	62,112	$	68,532	$	(6,420)	(9.4)	%		8.2	%	8.1	%	Selling, general and administrative expenses	$	60,099	$	64,971	$	(4,872)	(7.5)	%	8.2	%	8.7	%
Depreciation expense	Depreciation expense	3,396		3,301		95		2.9	%		0.4	%	0.4	%	Depreciation expense	3,141		3,268		(127)		(3.9)	%	0.4	%	0.4	%
Intangible amortization expense	Intangible amortization expense	4,853		4,538		315		6.9	%		0.6	%	0.5	%	Intangible amortization expense	4,880		5,159		(279)		(5.4)	%	0.7	%	0.7	%
Restructuring and other charges	Restructuring and other charges	8,268		169		8,099		4,792.3	%		1.1	%	0.0	%	Restructuring and other charges	560		169		391		*nm		0.1	%	0.0	%
Change in fair value of contingent consideration	Change in fair value of contingent consideration	516		2,472		(1,956)		(79.1)	%		0.1	%	0.3	%	Change in fair value of contingent consideration	—		618		(618)		(100.0)	%	0.0	%	0.1	%
Operating expenses	Operating expenses	$	79,145	$	79,012	$	133	0.2	%		10.5	%	9.4	%	Operating expenses	$	68,680	$	74,185	$	(5,505)	(7.4)	%	9.4	%	10.0	%

										Nine months ended March 31,										% of Net Sales March 31,
																2021		2020		$ Change		% Change		2021		2020
										(in thousands)

Selling, general and administrative expenses															Selling, general and administrative expenses	$	182,681	$	201,344	$	(18,663)	(9.3)	%	7.9	%	8.4	%
Depreciation expense															Depreciation expense	9,634		9,729		(95)		(1.0)	%	0.4	%	0.4	%
Intangible amortization expense															Intangible amortization expense	14,595		15,007		(412)		(2.7)	%	0.6	%	0.6	%
Restructuring and other charges															Restructuring and other charges	9,312		604		8,708		*nm		0.4	%	0.0	%
Change in fair value of contingent consideration															Change in fair value of contingent consideration	516		6,266		(5,750)		(91.8)	%	0.0	%	0.3	%
Operating expenses															Operating expenses	$	216,738	$	232,950	$	(16,212)	(7.0)	%	9.4	%	9.7	%

*nm - percentages are not meaningful

Selling, general and administrative expenses ("SG&A") decreased ~~$6.4~~$4.9 million and $18.7 million for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021, respectively, compared to the prior-year ~~quarter largely~~periods due to lower employee ~~costs.~~costs and a decrease in travel expenses due to the COVID-19 pandemic. The ~~reduction~~decrease in ~~SG&A also reflects a partial quarter impact~~employee costs for the ~~Company's~~quarter and nine months ended March 31, 2021 is a result of our expense reduction plan, which was implemented at the end of July 2020.

~~Depreciation~~Amortization expense ~~remained fairly consistent~~decreased $0.3 million and $0.4 million for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021, respectively, compared to the prior-year ~~quarter.~~

~~Amortization expense increased $0.3 million for the quarter ended September 30, 2020 compared to the prior-year quarter~~periods largely due to Canpango intangible ~~amortization expense for assets acquired in~~write-offs at the ~~intY acquisition.~~end of the prior fiscal year.

Restructuring and other charges incurred ~~for the quarter~~ of ~~$8.3~~$0.6 million and $9.3 million for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021, respectively, primarily relate to employee severance and benefit costs in connection with our expense reduction plan ~~announced in~~implemented at the end of July 2020.

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We recorded no expense ~~from~~for the change in fair value of contingent consideration offor the quarter ended March 31, 2021 and $0.5 million for the ~~quarter~~nine months ended ~~September 30, 2020,~~March 31, 2021, all of which relates to Intelisys. The expense from the change in fair value for the ~~quarter~~nine months ended March 31, 2021 is due to the ~~recurring~~ amortization of the unrecognized fair value discount for the final Intelisys earnout payment, which was paid in October 2020.

Operating Income

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The following tables summarize our operating income for our continuing operations for the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Quarter ended September 30,									% of Net Sales September 30,					Quarter ended March 31,								% of Net Sales March 31,
		2020		2019		$ Change		% Change			2020		2019			2021		2020		$ Change		% Change		2021		2020
		(in thousands)														(in thousands)
Worldwide Barcode, Networking & Security	Worldwide Barcode, Networking & Security	$	2,147	$	11,071	$	(8,924)	(80.6)	%		0.4	%	1.9	%	Worldwide Barcode, Networking & Security	$	8,054	$	4,779	$	3,275	68.5	%	1.6	%	1.0	%
Worldwide Communications & Services	Worldwide Communications & Services	8,253		9,199		(946)		(10.3)	%		3.5	%	3.5	%	Worldwide Communications & Services	12,214		6,394		5,820		91.0	%	5.4	%	2.5	%
Corporate	Corporate	(8,766)		(757)		(8,009)		nm*			nm*		nm*		Corporate	(832)		(780)		(52)		nm*		nm*		nm*
Operating income	Operating income	$	1,634	$	19,513	$	(17,879)	(91.6)	%		0.2	%	2.3	%	Operating income	$	19,436	$	10,393	$	9,043	87.0	%	2.7	%	1.4	%

										Nine months ended March 31,										% of Net Sales March 31,
																2021		2020		$ Change		% Change		2021		2020
										(in thousands)

Worldwide Barcode, Networking & Security															Worldwide Barcode, Networking & Security	$	16,088	$	29,153	$	(13,065)	(44.8)	%	1.0	%	1.8	%
Worldwide Communications & Services															Worldwide Communications & Services	33,555		22,009		11,546		52.5	%	4.7	%	2.9	%
Corporate															Corporate	(11,442)		(2,689)		(8,753)		nm*		nm*		nm*
Operating income															Operating income	$	38,201	$	48,473	$	(10,272)	(21.2)	%	1.7	%	2.0	%

*nm - percentages are not meaningful

Worldwide Barcode, Networking & Security

For the Worldwide Barcode, Networking & Security segment, operating income increased $3.3 million and operating margin increased to 1.6% for the quarter ended March 31, 2021 compared to the prior-year quarter. The increase in operating income and margin for the quarter is due to higher gross profits and decreased ~~$8.9~~operating expenses. Operating income decreased $13.1 million and operating margin decreased to ~~0.4%~~1.0% for the ~~quarter~~nine months ended ~~September 30, 2020~~March 31, 2021, compared to the prior-year ~~quarter.~~period. The decreases for the nine months ended March 31, 2021 are ~~primarily~~ due to lower gross ~~profits.~~profits, partially offset by lower SG&A expenses.

Worldwide Communications & Services

For the Worldwide Communications & Services segment, operating income ~~decreased~~increased $5.8 million and $11.5 million for the quarter and nine months ended ~~September 30, 2020 while~~March 31, 2021, respectively, and operating ~~margins remained flat. Lower~~margin increased to 5.4% and 4.7% for the quarter and nine months ended March 31, 2021, respectively, compared to the prior-year periods. The increases in operating income isand operating margin are primarily from lower ~~gross profits,~~SG&A expense, partially offset by lower ~~SG&A expense and lower change in fair value of contingent consideration.~~gross profits for the nine months ended March 31, 2021.

Corporate

Corporate incurred ~~$8.8~~$0.8 million and $11.4 million in restructuring and divestiture expenses for the quarter and nine months ended ~~September 30, 2020,~~March 31, 2021, respectively, compared to $0.8 million and $2.7 million in acquisition and divestiture expenses for the quarter and nine months ended ~~September 30, 2019.~~March 31, 2020, respectively.

Total Other (Income) Expense

The following tables summarize our total other (income) expense for our continuing operations for the quarters and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Quarter ended September 30, % of Net Sales September 30,
2020 2019 $ Change % Change 2020 2019
(in thousands)
Interest expense $ 1,913 $ 3,317 $ (1,404) (42.3) % 0.3 % 0.4 %
Interest income (481) (807) 326 40.4 % (0.1) % (0.1) %
Net foreign exchange (gains) losses 438 246 192 78.0 % 0.1 % 0.0 %
Other, net (75) 128 (203) 158.6 % (0.0) % 0.0 %
Total other (income) expense, net $ 1,795 $ 2,884 $ (1,089) (37.8) % 0.2 % 0.3 %

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	Quarter ended March 31,								% of Net Sales March 31,
	2021		2020		$ Change		% Change		2021		2020
	(in thousands)
Interest expense	$	1,576	$	3,098	$	(1,522)	(49.1)	%	0.2	%	0.4	%
Interest income	(745)		(1,080)		335		31.0	%	(0.1)	%	(0.1)	%
Net foreign exchange losses (gains)	(41)		(96)		55		57.3	%	(0.0)	%	(0.0)	%
Other, net	(261)		(41)		(220)		(536.6)	%	(0.0)	%	(0.0)	%
Total other expense, net	$	529	$	1,881	$	(1,352)	(71.9)	%	0.1	%	0.3	%

	Nine months ended March 31,								% of Net Sales March 31,
	2021		2020		$ Change		% Change		2021		2020
	(in thousands)
Interest expense	$	5,285	$	9,727	$	(4,442)	(45.7)	%	0.2	%	0.4	%
Interest income	(1,756)		(2,627)		871		33.2	%	(0.1)	%	(0.1)	%
Net foreign exchange losses	778		86		692		804.7	%	0.0	%	0.0	%
Other, net	(595)		112		(707)		(631.3)	%	(0.0)	%	0.0	%
Total other expense, net	$	3,712	$	7,298	$	(3,586)	(49.1)	%	0.2	%	0.3	%

Interest expense consists primarily of interest incurred on borrowings, non-utilization fees charged on the revolving credit facility and amortization of debt issuance costs. Interest expense decreased for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021, compared to the prior-year quarter principally from reduced borrowings on our multi-currency revolving credit facility.

~~Table of Contents~~

Interest income for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021 was generated on interest-bearing customer receivables and interest earned on cash and cash equivalents. Interest income decreased for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021, compared to the prior-year principally from lower interest earned on customer receivables in North America.

Net foreign exchange gains and losses consist of foreign currency transactional and functional currency re-measurements, offset by net foreign currency exchange contract gains and losses. Foreign exchange gains and losses are primarily generated as the result of fluctuations in the value of the U.S. dollar versus the Brazilian real, the British pound versus the euro, and the Canadian dollar versus the U.S. dollar. We partially offset foreign currency exposure with the use of foreign exchange forward contracts to hedge against these exposures. The costs associated with foreign exchange forward contracts are included in the net foreign exchange losses.

Provision for Income Taxes

For the quarter and nine months ended ~~September 30, 2020,~~March 31, 2021, income tax expense was ~~less than $0.1~~$5.1 million and $9.8 million, respectively, reflecting an effective tax rate of ~~29.0%.~~27.1% and 28.3%, respectively. In comparison, for the quarter and nine months ended March 31, 2020, income tax expense totaled ~~$4.3~~$2.8 million and $11.5 million, respectively, reflecting an effective tax rate of ~~26.1%~~32.9% and 28.0%, respectively. The decrease in the effective tax rate for the quarter ~~ended September 30, 2019.~~is primarily due to the recognition of a net discrete tax benefit of $0.5 million. The increase in the effective tax rate for the nine months ended March 31, 2021 is primarily due to ~~the impact of lowered forecasted earnings and changes~~a change in ~~the~~ geographical mix of income as compared to the prior-year. We expect the effective tax rate, excluding discrete items, for fiscal year 2021 to be approximately ~~28.5%~~28.25% to ~~29.5%~~29.25%. See Note 15 - Income Taxes to the Notes to Consolidated Financial Statements for further discussion.

Non-GAAP Financial Information

Evaluating Financial Condition and Operating Performance

In addition to disclosing results that are determined in accordance with United States generally accepted accounting principles ("US GAAP" or "GAAP"), we also disclose certain non-GAAP financial measures. These measures include non-GAAP operating income, non-GAAP pre-tax income, non-GAAP net income, non-GAAP EPS, return on invested capital ("ROIC") and "constant currency." Constant currency is a measure that excludes the translation exchange impact from changes in foreign

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currency exchange rates between reporting periods. We use non-GAAP financial measures to better understand and evaluate performance, including comparisons from period to period.

These non-GAAP financial measures have limitations as analytical tools, and the non-GAAP financial measures that we report may not be comparable to similarly titled amounts reported by other companies. Analysis of results and outlook on a non-GAAP basis should be considered in addition to, and not in substitution for or as superior to, measurements of financial performance prepared in accordance with US GAAP.

Return on Invested Capital

ROIC assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operating performance. We believe the calculation of ROIC provides useful information to investors and is an additional relevant comparison of our performance during the year.

We calculate ROIC as earnings before interest expense, income taxes, depreciation and amortization, plus change in fair value of contingent consideration and other non-GAAP adjustments ("adjusted EBITDA"), divided by invested capital. Invested capital is defined as average equity plus average daily funded interest-bearing debt for the period. The following table summarizes annualized ROIC for the quarters ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively:

Quarter ended September 30,
2020 2019
Return on invested capital ratio, annualized(a)
8.4 % 9.6 %


	Quarter ended March 31,
	2021		2020
Return on invested capital ratio, annualized (a)	13.6	%	6.0	%

(a)The annualized EBITDA amount is divided by days in the quarter times 365 days per year, or 366 days for leap year. There were 9290 days in the current quarter and 91 days in the prior-year quarter.

The components of this calculation and reconciliation to our financial statements are shown on the following schedule:


	Quarter ended March 31,
	2021		2020
	(in thousands)
Reconciliation of net income to EBITDA:
Net income from continuing operations (GAAP)	$	13,786	$	5,715
Plus: Interest expense	1,576		3,098
Plus: Income taxes	5,121		2,797
Plus: Depreciation and amortization	8,358		8,987
EBITDA (non-GAAP)	28,841		20,597
Plus: Change in fair value of contingent consideration	—		618

Plus: Acquisition and divestiture costs (a)	272		780
Plus: Restructuring costs	349		169

Plus: Tax recovery	—		(2,320)
Adjusted EBITDA (numerator for ROIC) (non-GAAP)	$	29,462	$	19,844

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Quarter ended September 30,
2020 2019
(in thousands)
Reconciliation of net income to EBITDA:
Net (loss) income from continuing operations (GAAP) $ (115) $ 12,291
Plus: Interest expense 1,913 3,317
Plus: Income taxes (47) 4,338
Plus: Depreciation and amortization 8,710 8,518
EBITDA (non-GAAP) 10,461 28,464
Plus: Change in fair value of contingent consideration 516 2,472
Plus: Acquisition and divestiture costs (a)
498 757
Plus: Restructuring costs 8,268 169
Adjusted EBITDA (numerator for ROIC) (non-GAAP) $ 19,743 $ 31,862


		Quarter ended September 30,					Quarter ended March 31,
		2020		2019					2021		2020
		(in thousands)					(in thousands)
Invested capital calculations:	Invested capital calculations:					Invested capital calculations:
Equity – beginning of the quarter(b)	Equity – beginning of the quarter(b)	$	678,246	$	914,129			Equity – beginning of the quarter(b)	$	682,139	$	927,580
Equity – end of the quarter(b)	Equity – end of the quarter(b)	671,227		905,751				Equity – end of the quarter(b)	690,575		897,678
Plus: Change in fair value of contingent consideration, net of tax	Plus: Change in fair value of contingent consideration, net of tax	390		1,869				Plus: Change in fair value of contingent consideration, net of tax	—		467
Plus: Acquisition and divestiture costs (a)	Plus: Acquisition and divestiture costs (a)	498		757				Plus: Acquisition and divestiture costs (a)	272		780
Plus: Restructuring, net of tax	Plus: Restructuring, net of tax	6,250		128				Plus: Restructuring, net of tax	264		125

Plus: Impact of Divestitures, net of tax		11,704		761
Plus: Tax recovery, net of tax								Plus: Tax recovery, net of tax	—		(1,754)
Plus: Discontinued operations net loss								Plus: Discontinued operations net loss	688		4,002

Average equity	Average equity	684,158		911,698				Average equity	686,969		914,439
Average funded debt ~~(b)~~(c)	Average funded debt ~~(b)~~(c)	243,268		407,306				Average funded debt ~~(b)~~(c)	191,996		405,533
Invested capital (denominator for ROIC) (non-GAAP)	Invested capital (denominator for ROIC) (non-GAAP)	$	927,426	$	1,319,004			Invested capital (denominator for ROIC) (non-GAAP)	$	878,965	$	1,319,972

(a)Acquisition and divestiture costs are generally nondeductible for tax purposes.

(b)In the quarter ending June 30, 2020, the Company recorded impairment charges of $120.5 million. Impairment charges, net of tax reduced equity by $114.4 million.

(c)Average funded debt ~~which includes both continuing operations and discontinued operations,~~ is calculated as the daily average amounts outstanding on our short-term and long-term interest-bearing debt.

Net Sales in Constant Currency, Excluding Acquisitions and Divestitures

We make references to "constant currency," a non-GAAP performance measure that excludes the foreign exchange rate impact from fluctuations in the average foreign exchange rates between reporting periods. Constant currency is calculated by translating current period results from currencies other than the U.S. dollar into U.S. dollars using the comparable average foreign exchange rates from the prior year period. If applicable, we also exclude the impact of acquisitions prior to the first full year of operations from the acquisition date and the impact of Divestitures in order to show net sales results on an organic basis. This information is provided to analyze underlying trends without the translation impact of fluctuations in foreign currency rates and, the impact of Divestitures and acquisitions, if applicable. Below we show organic growth by providing a non-GAAP reconciliation of net sales in constant currency, excluding Divestitures:

~~Table of Contents~~

Net Sales by Segment:
Quarter ended September 30,
2020 2019 $ Change % Change
Worldwide Barcode, Networking & Security: (in thousands)
Non-GAAP net sales, including Divestitures $ 638,385 $ 697,791 $ (59,406) (8.5) %
Divestitures (114,808) (116,604)
Net sales, reported 523,577 581,187 (57,610) (9.9) %
Foreign exchange impact(a)
7,724 —
Non-GAAP net sales, constant currency excluding Divestitures $ 531,301 $ 581,187 $ (49,886) (8.6) %
Worldwide Communications & Services:
Non-GAAP net sales, including Divestitures $ 264,005 $ 300,627 $ (36,622) (12.2) %
Divestitures (30,240) (39,113)
Net sales, reported 233,765 261,514 (27,749) (10.6) %
Foreign exchange impact(a)
17,440 —
Non-GAAP net sales, constant currency excluding Divestitures $ 251,205 $ 261,514 $ (10,309) (3.9) %
Consolidated:
Non-GAAP net sales, including Divestitures $ 902,390 $ 998,418 $ (96,028) (9.6) %
Divestitures (145,048) (155,717)
Net sales, reported 757,342 842,701 (85,359) (10.1) %
Foreign exchange impact(a)
25,164 —
Non-GAAP net sales, constant currency excluding Divestitures $ 782,506 $ 842,701 $ (60,195) (7.1) %


Net Sales by Segment:
	Quarter ended March 31,
	2021		2020		$ Change		% Change
Worldwide Barcode, Networking & Security:	(in thousands)


Net sales, reported	$	502,227	$	489,218	$	13,009	2.7	%
Foreign exchange impact (a)	4,132		—

Non-GAAP net sales, constant currency	$	506,359	$	489,218	$	17,141	3.5	%

Worldwide Communications & Services:


Net sales, reported	$	227,646	$	255,366	$	(27,720)	(10.9)	%
Foreign exchange impact (a)	10,476		—

Non-GAAP net sales, constant currency	$	238,122	$	255,366	$	(17,244)	(6.8)	%

Consolidated:


Net sales, reported	$	729,873	$	744,584	$	(14,711)	(2.0)	%
Foreign exchange impact (a)	14,608		—

Non-GAAP net sales, constant currency	$	744,481	$	744,584	$	(103)	—	%

(a) Year-over-year net sales growth rate excluding the translation impact of changes in foreign currency exchange rates. Calculated by translating the net sales for the quarter ended ~~September 30, 2020~~March 31, 2021 into U.S. dollars using the average foreign exchange rates for the quarter ended ~~September 30, 2019.~~March 31, 2020.

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Net Sales by Geography:
Quarter ended September 30,
2020 2019 $ Change % Change
United States and Canada: (in thousands)
Net sales, as reported $ 683,603 $ 768,508 $ (84,905) (11.0) %
International:
Non-GAAP net sales, including Divestitures $ 218,787 $ 229,910 $ (11,123) (4.8) %
Divestitures (145,048) (155,717)
Net sales, reported 73,739 74,193 (454) (0.6) %
Foreign exchange impact (a)
25,164 —
Non-GAAP net sales, constant currency excluding Divestitures $ 98,903 $ 74,193 $ 24,710 33.3 %
Consolidated:
Non-GAAP net sales, including Divestitures $ 902,390 $ 998,418 $ (96,028) (9.6) %
Divestitures (145,048) (155,717)
Net sales, reported 757,342 842,701 (85,359) (10.1) %
Foreign exchange impact(a)
25,164 —
Non-GAAP net sales, constant currency excluding Divestitures $ 782,506 $ 842,701 $ (60,195) (7.1) %
(a) Year-over-year net sales growth rate excluding the translation impact of changes in foreign currency exchange rates. Calculated by translating the net sales for the quarter ended September 30, 2020 into U.S. dollars using the average foreign exchange rates for the quarter ended September 30, 2019.



Net Sales by Segment:
	Nine months ended March 31,
	2021		2020		$ Change		% Change
Worldwide Barcode, Networking & Security:	(in thousands)


Net sales, reported	$	1,577,197	$	1,645,406	$	(68,209)	(4.1)	%
Foreign exchange impact (a)	19,758		—

Non-GAAP net sales, constant currency	$	1,596,955	$	1,645,406	$	(48,451)	(2.9)	%

Worldwide Communications & Services:


Net sales, reported	$	720,914	$	765,879	$	(44,965)	(5.9)	%
Foreign exchange impact (a)	47,694		—

Non-GAAP net sales, constant currency	$	768,608	$	765,879	$	2,729	0.4	%

Consolidated:


Net sales, reported	$	2,298,111	$	2,411,285	$	(113,174)	(4.7)	%
Foreign exchange impact (a)	67,452		—

Non-GAAP net sales, constant currency	$	2,365,563	$	2,411,285	$	(45,722)	(1.9)	%

(a)Year-over-year net sales growth rate excluding the translation impact of changes in foreign currency exchange rates. Calculated by translating the net sales for the nine months ended March 31, 2021 into U.S. dollars using the average foreign exchange rates for the nine months ended March 31, 2020.

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Operating Income by Segment:
Quarter ended September 30, % of Net Sales September 30,
2020 2019 $ Change % Change 2020 2019
Worldwide Barcode, Networking & Security: (in thousands)
GAAP operating income $ 2,147 $ 11,071 $ (8,924) (80.6) % 0.4 % 1.9 %
Adjustments:
Amortization of intangible assets 1,968 1,968 —
Non-GAAP operating income $ 4,115 $ 13,039 $ (8,924) (68.4) % 0.8 % 2.2 %
Worldwide Communications & Services:
GAAP operating income $ 8,253 $ 9,199 $ (946) (10.3) % 3.5 % 3.5 %
Adjustments:
Amortization of intangible assets 2,885 2,570 315
Change in fair value of contingent consideration 516 2,472 (1,956)
Restructuring costs — 169 (169)
Non-GAAP operating income $ 11,654 $ 14,410 $ (2,756) (19.1) % 5.0 % 5.5 %
Corporate:
GAAP operating income $ (8,766) $ (757) $ (8,009) nm* nm* nm*
Adjustments:
Restructuring costs 8,268 —
Acquisition and divestiture costs 498 757 (259)
Non-GAAP operating income $ — $ — $ — nm* nm* nm*
Consolidated:
GAAP operating income $ 1,634 $ 19,513 $ (17,879) (91.6) % 0.2 % 2.3 %
Adjustments:
Amortization of intangible assets 4,853 4,538 315
Change in fair value of contingent consideration 516 2,472 (1,956)
Acquisition and divestiture costs 498 757 (259)
Restructuring costs 8,268 169 8,099
Non-GAAP operating income $ 15,769 $ 27,449 $ (11,680) (42.6) % 2.1 % 3.3 %


Net Sales by Geography:
	Quarter ended March 31,
	2021		2020		$ Change		% Change
United States and Canada:	(in thousands)
Net sales, as reported	$	665,720	$	670,175	$	(4,455)	(0.7)	%



International:


Net sales, reported	$	64,153	$	74,409	$	(10,256)	(13.8)	%
Foreign exchange impact (a)	14,608		—

Non-GAAP net sales, constant currency	$	78,761	$	74,409	$	4,352	5.8	%

Consolidated:


Net sales, reported	$	729,873	$	744,584	$	(14,711)	(2.0)	%
Foreign exchange impact (a)	14,608		—

Non-GAAP net sales, constant currency	$	744,481	$	744,584	$	(103)	—	%

(a) Year-over-year net sales growth rate excluding the translation impact of changes in foreign currency exchange rates. Calculated by translating the net sales for the quarter ended March 31, 2021 into U.S. dollars using the average foreign exchange rates for the quarter ended March 31, 2020.

	Nine months ended March 31,
	2021		2020		$ Change		% Change
United States and Canada:	(in thousands)
Net sales, as reported	$	2,069,327	$	2,173,515	$	(104,188)	(4.8)	%



International:


Net sales, reported	$	228,784	$	237,770	$	(8,986)	(3.8)	%
Foreign exchange impact (a)	67,452		—

Non-GAAP net sales, constant currency	$	296,236	$	237,770	$	58,466	24.6	%

Consolidated:


Net sales, reported	$	2,298,111	$	2,411,285	$	(113,174)	(4.7)	%
Foreign exchange impact (a)	67,452		—

Non-GAAP net sales, constant currency	$	2,365,563	$	2,411,285	$	(45,722)	(1.9)	%

(a) Year-over-year net sales growth rate excluding the translation impact of changes in foreign currency exchange rates. Calculated by translating the net sales for the nine months ended March 31, 2021 into U.S. dollars using the average foreign exchange rates for the nine months ended March 31, 2020.

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Operating Income by Segment:
	Quarter ended March 31,								% of Net Sales March 31,
	2021		2020		$ Change		% Change		2021		2020
Worldwide Barcode, Networking & Security:	(in thousands)
GAAP operating income	$	8,054	$	4,779	$	3,275	68.5	%	1.6	%	1.0	%
Adjustments:
Amortization of intangible assets	1,968		1,968		—


Tax recovery, net	—		(1,452)		1,452

Non-GAAP operating income	$	10,022	$	5,295	$	4,727	89.3	%	2.0	%	1.1	%

Worldwide Communications & Services:
GAAP operating income	$	12,214	$	6,394	$	5,820	91.0	%	5.4	%	2.5	%
Adjustments:
Amortization of intangible assets	2,912		3,191		(279)
Change in fair value of contingent consideration	—		618		(618)
Restructuring costs	—		169		(169)
Tax recovery, net	—		(868)		868


Non-GAAP operating income	$	15,126	$	9,504	$	5,622	59.2	%	6.6	%	3.7	%

Corporate:
GAAP operating income	$	(832)	$	(780)	$	(52)	nm*		nm*		nm*
Adjustments:
Restructuring costs	560		—		560
Acquisition and divestiture costs	272		780		(508)

Non-GAAP operating income	$	—	$	—	$	—	nm*		nm*		nm*

Consolidated:
GAAP operating income	$	19,436	$	10,393	$	9,043	87.0	%	2.7	%	1.4	%
Adjustments:
Amortization of intangible assets	4,880		5,159		(279)
Change in fair value of contingent consideration	—		618		(618)
Tax recovery, net	—		(2,320)		2,320
Acquisition and divestiture costs	272		780		(508)
Restructuring costs	560		169		391


Non-GAAP operating income	$	25,148	$	14,799	$	10,349	69.9	%	3.4	%	2.0	%

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Operating Income by Segment:
	Nine months ended March 31,								% of Net Sales March 31,
	2021		2020		$ Change		% Change		2021		2020
Worldwide Barcode, Networking & Security:	(in thousands)
GAAP operating income	$	16,088	$	29,153	$	(13,065)	(44.8)	%	1.0	%	1.8	%
Adjustments:
Amortization of intangible assets	5,903		5,903		—

Tax recovery, net	—		(1,452)		1,452


Non-GAAP operating income	$	21,991	$	33,604	$	(11,613)	(34.6)	%	1.4	%	2.0	%

Worldwide Communications & Services:
GAAP operating income	$	33,555	$	22,009	$	11,546	52.5	%	4.7	%	2.9	%
Adjustments:
Amortization of intangible assets	8,692		9,104		(412)
Change in fair value of contingent consideration	516		6,266		(5,750)
Tax recovery, net	—		(868)		868
Restructuring costs	—		604		(604)


Non-GAAP operating income	$	42,763	$	37,115	$	5,648	15.2	%	5.9	%	4.8	%

Corporate:
GAAP operating income	$	(11,442)	$	(2,689)	$	(8,753)	nm*		nm*		nm*
Adjustments:
Acquisition and divestiture costs	2,130		2,689		(559)
Restructuring costs	9,312		—		9,312

Non-GAAP operating income	$	—	$	—	$	—	nm*		nm*		nm*

Consolidated:
GAAP operating income	$	38,201	$	48,473	$	(10,272)	(21.2)	%	1.7	%	2.0	%
Adjustments:
Amortization of intangible assets	14,595		15,007		(412)
Change in fair value of contingent consideration	516		6,266		(5,750)
Tax recovery, net	—		(2,320)		2,320
Acquisition and divestiture costs	2,130		2,689		(559)
Restructuring costs	9,312		604		8,708


Non-GAAP operating income	64,754		70,719		$	(5,965)	(8.4)	%	2.8	%	2.9	%

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Income Statement Non-GAAP Metrics

To evaluate current period performance on a more consistent basis with prior periods, we disclose non-GAAP net sales, non-GAAP gross profit, non-GAAP operating income, non-GAAP net other expense, non-GAAP pre-tax income, non-GAAP net income and non-GAAP diluted earnings per share. Non-GAAP results exclude amortization of intangible assets related to acquisitions, changes in fair value of contingent consideration, acquisition and divestiture costs, restructuring costs, impact of Divestitures and other non-GAAP adjustments. These year-over-year metrics include the translation impact of changes in foreign currency exchange rates. These metrics are useful in assessing and understanding our operating performance, especially when comparing results with previous periods or forecasting performance for future periods. Below we provide a non-GAAP reconciliation of the aforementioned metrics adjusted for the costs and charges mentioned above:

Quarter ended September 30, 2020
GAAP Measure Intangible amortization expense Change in fair value of contingent consideration Acquisition and divestiture costs Restructuring costs Non-GAAP measure
(in thousands, except per share data)
Net sales $ 757,342 $ — $ — $ — $ — $ 757,342
Gross profit 80,779 — — — — 80,779
Operating (loss) income 1,634 4,853 516 498 8,268 15,769
Other expense, net 1,796 — — — — 1,796
Pre-tax (loss) income (162) 4,853 516 498 8,268 13,973
Net (loss) income from continuing operations (115) 3,675 390 498 6,250 10,698
Diluted EPS from continuing operations $ (0.01) $ 0.14 $ 0.02 $ 0.02 $ 0.25 $ 0.42
Quarter ended September 30, 2019
GAAP Measure Intangible amortization expense Change in fair value of contingent consideration Acquisition and divestiture Restructuring costs Non-GAAP measure
(in thousands, except per share data)
Net sales $ 842,701 $ — $ — $ — $ — $ 842,701
Gross profit 98,525 — — — — 98,525
Operating income 19,513 4,538 2,472 757 169 27,449
Other expense, net 2,884 — — — — 2,884
Pre-tax income 16,629 4,538 2,472 757 169 24,565
Net income from continuing operations 12,291 3,406 1,869 757 128 18,451
Diluted EPS from continuing operations $ 0.48 $ 0.13 $ 0.07 $ 0.03 $ 0.01 $ 0.72


	Quarter ended March 31, 2021
	GAAP Measure		Intangible amortization expense		Change in fair value of contingent consideration		Acquisition and divestiture costs		Restructuring costs		Tax recovery, net		Non-GAAP measure
	(in thousands, except per share data)
Net sales	$	729,873	$	—	$	—	$	—	$	—	$	—	$	729,873
Gross profit	88,116		—		—		—		—		—		88,116
Operating income	19,436		4,880		—		272		560		—		25,148
Other expense, net	529		—		—		—		—		—		529
Pre-tax income	18,907		4,880		—		272		560		—		24,619
Net income from continuing operations	13,786		3,697		—		272		423		—		18,178
Diluted EPS from continuing operations	$	0.54	$	0.14	$	—	$	0.01	$	0.02	$	—	$	0.71

	Quarter ended March 31, 2020
	GAAP Measure		Intangible amortization expense		Change in fair value of contingent consideration		Acquisition and divestiture		Restructuring costs		Tax recovery, net		Non-GAAP measure
	(in thousands, except per share data)
Net sales	$	744,584	$	—	$	—	$	—	$	—	$	—	$	744,584
Gross profit	84,578		—		—		—		—		—		84,578
Operating income	10,393		5,159		618		780		169		(2,320)		14,799
Other expense, net	1,881		—		—		—		—		—		1,881
Pre-tax income	8,512		5,159		618		780		169		(2,320)		12,918
Net income from continuing operations	5,715		3,909		467		780		125		(1,754)		9,242
Diluted EPS from continuing operations	$	0.23	$	0.15	$	0.02	$	0.03	$	—	$	(0.07)	$	0.36

4446

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	Nine months ended March 31, 2021
	GAAP Measure		Intangible amortization expense		Change in fair value of contingent consideration		Acquisition and divestiture costs		Restructuring costs		Tax recovery, net		Non-GAAP measure
	(in thousands, except per share data)
Net sales	$	2,298,111	$	—	$	—	$	—	$	—	$	—	$	2,298,111
Gross profit	254,939		—		—		—		—		—		254,939
Operating income	38,201		14,595		516		2,130		9,312		—		64,754
Other expense, net	3,712		—		—		—		—		—		3,712
Pre-tax income	34,489		14,595		516		2,130		9,312		—		61,042
Net income from continuing operations	24,732		11,055		390		2,130		7,040		—		45,347
Diluted EPS from continuing operations	$	0.97	$	0.43	$	0.02	$	0.08	$	0.28	$	—	$	1.78

	Nine months ended March 31, 2020
	GAAP Measure		Intangible amortization expense		Change in fair value of contingent consideration		Acquisition and divestiture		Restructuring costs		Tax recovery, net		Non-GAAP measure
	(in thousands, except per share data)
Net sales	$	2,411,285	$	—	$	—	$	—	$	—	$	—	$	2,411,285
Gross profit	281,423		—		—		—		—		—		281,423
Operating income	48,473		15,007		6,266		2,689		604		(2,320)		70,719
Other expense, net	7,298		—		—		—		—		—		7,298
Pre-tax income	41,175		15,007		6,266		2,689		604		(2,320)		63,421
Net income from continuing operations	29,633		11,347		4,737		2,689		449		(1,754)		47,101
Diluted EPS from continuing operations	$	1.16	$	0.45	$	0.19	$	0.11	$	0.02	$	(0.07)	$	1.85

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Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations and borrowings under our $350 million revolving credit facility. Our business requires significant investment in working capital, particularly accounts receivable and inventory, partially financed through our accounts payable to vendors, cash generated from operations and revolving lines of credit. In general, as our sales volumes increase, our net investment in working capital increases, which typically results in decreased cash flow from operating activities. Conversely, when sales volumes decrease, our net investment in working capital typically decreases, which typically results in increased cash flow from operating activities.

Our cash and cash equivalents balance totaled ~~$49.9~~$49.3 million at ~~September 30, 2020,~~March 31, 2021, compared to $29.5 million at June 30, 2020, including ~~$38.2~~$42.3 million and $23.6 million held outside of the United States at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively. Checks released but not yet cleared in the amounts of ~~$2.2~~$17.0 million and ~~$15.4~~$17.1 million are included in accounts payable at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively.

We conduct business in many locations throughout the world where we generate and use cash. We provide for U.S. income taxes for the earnings of our Canadian subsidiary, but earnings from Brazil will continue to be considered retained indefinitely for reinvestment. All other foreign geographies are immaterial. It has been our practice to reinvest those earnings in the businesses outside the United States. As a result of the sale of the Latin American and European entities, we repatriated the proceeds to the United States with minimal tax consequences.

Our net investment in working capital at ~~September 30, 2020~~March 31, 2021 was ~~$389.1~~$495.1 million, compared to $431.3 million at June 30, 2020 and ~~$572.9~~$513.5 million at ~~September 30, 2019.~~March 31, 2020. Our net investment in working capital is affected by several factors such as fluctuations in sales volume, net income, timing of collections from customers, increases and decreases to inventory levels and payments to vendors.


		Three months ended					Nine months ended
		September 30,					March 31,
		2020		2019			2021		2020
Cash provided by (used in):	Cash provided by (used in):	(in thousands)				Cash provided by (used in):	(in thousands)
Operating activities	Operating activities	$	71,225	$	27,630	Operating activities	$	55,422	$	108,083
Investing activities	Investing activities	(748)		(50,019)		Investing activities	32,073		(55,490)
Financing activities	Financing activities	(70,255)		(47,353)		Financing activities	(62,839)		(88,355)
Effect of exchange rate change on cash and cash equivalents	Effect of exchange rate change on cash and cash equivalents	(1,439)		(429)		Effect of exchange rate change on cash and cash equivalents	(1,942)		(2,151)
Increase in cash and cash equivalents	Increase in cash and cash equivalents	$	21,112	$	2,059	Increase in cash and cash equivalents	$	14,866	$	10,778

Net cash provided by operating activities was ~~$71.2~~$55.4 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$27.6~~$108.1 million provided in the prior-year period. Cash provided by operating activities for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 is primarily attributable to cash provided by increased accounts payable and ~~decreased inventory,~~earnings from operations adjusted for non-cash items, partially offset by ~~decreased~~increased accounts receivable. Cash provided by operating activities for the ~~three~~nine months ended ~~September 30, 2019~~March 31, 2020 is primarily attributable to earnings from operations adjusted for non-cash items and increased accounts ~~payable, partially offset by increased inventory and decreased accounts receivable.~~payable.

The number of days sales outstanding ("DSO") was 6163 days at ~~September 30, 2020,~~March 31, 2021, compared to 63 days at June 30, 2020 and 61 days at ~~September 30, 2019.~~March 31, 2020. Inventory turned ~~6.2~~5.8 times during the quarter ended ~~September 30, 2020~~March 31, 2021, compared to ~~4.5~~6.9 times for previous quarter ended ~~June 30,~~December 31, 2020 and ~~5.2~~4.5 times in the prior-year quarter ended ~~September 30, 2019.~~March 31, 2020.

Cash ~~used in~~provided by investing activities for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 was ~~$0.7~~$32.1 million, compared to ~~$50.0~~$55.5 million used in the prior-year period. Cash ~~used in~~provided by investing activities primarily represents ~~capital expenditures~~the sale of our discontinued operations in the ~~three~~nine months ended ~~September 30, 2020.~~March 31, 2021. The prior-year period includes cash of ~~$49.1~~$48.9 million used for the acquisition of intY.

Management expects capital expenditures for fiscal year 2021 to range from $3 million to $6$5 million, primarily for ~~rental equipment investments,~~ IT investments and facility improvements.

For the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, cash used for financing activities totaled ~~$70.3~~$62.8 million, compared to ~~$47.4~~$88.4 million used in the prior-year period. Cash used for financing activities for both periods was primarily for ~~net~~ repayments on the revolving credit ~~facility.~~facility and contingent consideration payments to the former shareholders of Intelisys.

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Credit Facility

We have a multi-currency senior secured credit facility with JPMorgan Chase Bank N.A., as administrative agent, and a syndicate of banks. On April 30, 2019, we amended this credit facility to expand the borrowing capacity and extend its maturity to April 30, 2024. The Amended Credit Agreement established (i) a five-year $350 million multi-currency senior secured revolving credit facility and (ii) a five-year $150 million senior secured term loan facility. Pursuant to an “accordion feature,” we may increase borrowings up to an additional $250 million. The Amended Credit Agreement allows for the issuance of up to $50 million for letters of credit, subject to obtaining additional credit commitments from the lenders participating in the increase.

At our option, loans under the Amended Credit Agreement, other than swingline loans, bear interest at a rate equal to a spread over the London Interbank Offered Rate ("LIBOR") or alternate base rate depending upon the our net leverage ratio, calculated as total debt less up to $15 million of unrestricted domestic cash to trailing four-quarter adjusted EBITDA.

This spread ranges from 1.00% to 1.75% for LIBOR-based loans and 0.00% to 0.75% for alternate base rate loans. The Amended Credit Agreement provides for the substitution of a new interest rate benchmark upon the transition from LIBOR, subject to agreement between the Company and the administrative agent. The Amended Credit Agreement contains customary yield protection provisions. Additionally, ~~the Company is~~we are assessed commitment fees ranging from 0.15% to 0.30%, depending upon the Leverage Ratio, on non-utilized borrowing availability, excluding swingline loans. The secured term loan facility will amortize based on the percentage of original principal amount with 2.5% in Year 1, 5.0% in Year 2, 5.0% in Year 3, 7.5% in Year 4 and 10.0% in Year 5. Borrowings under the Amended Credit Agreement are guaranteed by substantially all of ~~the~~our domestic assets ~~of the Company~~ and a pledge of up to 65% of capital stock or other equity interest in certain foreign subsidiaries determined to be either material or a subsidiary borrower as defined in the Amended Credit Agreement.

The Amended Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants. Specifically, our Leverage Ratio must be less than or equal to 3.50 to 1.00 at all times. In addition, our Interest Coverage Ratio (as such term is defined in the Amended Credit Agreement) must be at least 3.00 to 1.00 at the end of each fiscal quarter. In the event of a default, customary remedies are available to the lenders, including acceleration and increased interest rates. We were in compliance with all covenants under the credit facility at ~~September 30, 2020.~~March 31, 2021. Including borrowings for both continuing and discontinued operations, there was ~~$19.9~~$53.8 million and $92.4 million in outstanding borrowings on our revolving credit facility at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively.

Including borrowings for both continuing and discontinued operations, the average daily balance for the revolving credit facility, excluding the term loan facility, was ~~$91.2~~$62.1 million and ~~$250.8~~$252.4 million for the ~~three~~nine month periods ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. There were no letters of credit issued under the multi-currency revolving credit facility ~~for the discontinued operations of~~at March 31, 2021 and $0.3 million at ~~September~~June 30, 2020, ~~and June 30, 2020.~~respectively. Taking into consideration outstanding borrowings on the multi-currency revolving credit facility for both continuing and discontinued operations, there was ~~$330.1~~$296.2 million and ~~$257.6~~$257.3 million available for additional borrowings at ~~September 30, 2020~~March 31, 2021 and June 30, 2020, respectively. Availability to use this borrowing capacity depends upon, among other things, the levels of our Leverage Ratio and Interest Coverage Ratio, which, in turn, will depend upon (1) our Credit Facility Net Debt relative to our Credit Facility EBITDA and (2) Credit Facility EBITDA relative to total interest expense, respectively. As a result, our availability will increase if EBITDA increases (subject to the limit of the facility) and decrease if EBITDA decreases. At ~~September 30, 2020,~~March 31, 2021, based upon the calculation of our Credit Facility Net Debt relative to our Credit Facility EBITDA, there was ~~$179.9~~$172.6 million available for borrowing. While we were in compliance with the financial covenants contained in the Credit Facility as of ~~September 30, 2020,~~March 31, 2021, and currently expect to continue to maintain such compliance, should we encounter difficulties, our historical relationship with our Credit Facility lending group has been strong and we anticipate their continued support of our long-term business.

We ~~have~~had a bank overdraft facility with Bank of America used by our European ~~subsidiaries.~~subsidiaries, which was terminated with the sale of the Europe distribution business in November 2020. The facility ~~allows~~allowed us to disburse checks in excess of bank balances up to $14.0 million U.S. dollar equivalent for up to seven days. Borrowings under the overdraft facility ~~bear~~had interest at a rate equal to a spread of 1.0% over the applicable currency's LIBOR with a zero percent floor. There was no outstanding balance on the overdraft facility at ~~September 30, 2020~~March 31, 2021 and $3.5 million was outstanding for the discontinued operations at June 30, 2020.

Earnout Payments

~~At September 30, 2020, we were obligated to pay one remaining earnout payment to the former shareholders of Intelisys related~~Related to the acquisition on August 29, ~~2016. See Note 10 -~~ ~~Fair Value of Financial Instruments~~ ~~for a discussion on~~2016, the ~~liabilities recorded. The~~ final earnout payment for Intelisys, which totaled $46.9 million, was paid in October 2020, funded by borrowings on our revolving credit facility.

Summary

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~~Summary~~

We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities, supplemented as necessary with funds under our credit agreements, will provide sufficient resources to meet the present and future working capital and cash requirements for at least the next twelve months.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

~~At September 30, 2020, we have made adjustments to our contingent consideration owed to the former shareholders of Intelisys.~~ See Note 10 - Fair Value of Financial Instruments for a discussion on the liabilities recorded. There have been no other material changes in our contractual obligations and commitments disclosed in our Annual Report on Form 10-K ~~filed on August 31,~~for the fiscal year ended June 30, 2020.

Accounting Standards Recently Issued

See Note 1 of the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on our consolidated financial position and results of operations.

Critical Accounting Policies and Estimates

Critical accounting policies are those that are important to our financial condition and require management's most difficult, subjective or complex judgments. Different amounts would be reported under different operating conditions or under alternative assumptions. See Management's Discussion and Analysis of Financial Condition and Results from Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 for a complete discussion.

Allowances for Trade and Notes Receivable

We adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326) effective July 1, 2020. The adoption did not have a material impact on our consolidated financial statements. Our policy tofor estimating allowance for doubtful accounts receivable is described below.

We maintain an allowance for doubtful accounts receivable for estimated future expected credit losses resulting from customers’ failure to make payments on accounts receivable due ~~to the Company.~~us. Management determines the estimate of the allowance for doubtful accounts receivable by considering a number of factors, including: ~~(1)~~(i) historical experience, ~~(2)~~(ii) aging of the accounts receivable, ~~(3)~~(iii) specific information obtained by ~~the Company~~us on the financial condition and the current creditworthiness of its customers, ~~(4)~~(iv) the current economic and country-specific environment and ~~(5)~~(v) reasonable and supportable forecasts about collectability. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis. Estimates of expected credit losses on trade receivables over the contractual life are recorded at inception.

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Item 3.			Quantitative and Qualitative Disclosures About Market Risk

For a description of ~~the Company's~~our market risks, see Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. No material changes have occurred to our market risks since June 30, 2020.

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Item 4.			Controls and Procedures

An evaluation was carried out under the supervision and with the participation of ~~the Company’s~~our management, including ~~its~~our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the effectiveness of ~~the Company’s~~our disclosure controls and procedures at ~~September 30, 2020.~~March 31, 2021. Based on that evaluation, ~~the Company’s~~our management, including the CEO and CFO, concluded that ~~the Company’s~~our disclosure controls and procedures are effective at ~~September 30, 2020.~~March 31, 2021. During the quarter and nine months ended ~~September 30, 2020,~~March 31, 2021, there was no change in ~~the Company’s~~our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.			Legal Proceedings

The Company and our subsidiaries are, from time to time, parties to lawsuits arising out of operations. Although there can be no assurance, based upon information known to us, we believe that any liability resulting from an adverse determination of such lawsuits would not have a material adverse effect on our financial condition or results of operations. For a description of our material legal proceedings, see Note 13 - Commitments and Contingencies in the notes to the condensed consolidated financial statements, which is incorporated herein by reference.


Item 1A.			Risk Factors

In addition to the risk factors discussed in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended June 30, 2020, which could materially affect our business, financial condition and/or future operating results.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

On August 29, 2016, we announced a Board of Directors ("BOD") authorization to repurchase shares up to $120 million of our common stock over three years. The share repurchase authorization expired in August 2019. Final share repurchases under this authorization occurred during the quarter ended September 30, 2019, totaling 168,068 shares for $5.4 million.

We have never declared or paid a cash dividend. Under the terms of our credit facility, the payment of cash dividends is restricted.


Item 6.			Exhibits


Exhibit Number			Description

10.1			Amendment No. 16 to Cisco Nonexclusive Value Added Distributor Agreement

10.2			Amendment No. 17 to Cisco Nonexclusive Value Added Distributor Agreement



10.3			ScanSource, Inc. Nonqualified Deferred Compensation Plan, as Amended and Restated Effective January 1, 2021

31.1			Certification of the Chief Executive Officer, Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of the Chief Financial Officer, Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of the Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of the Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101			The following materials from our Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020,~~March 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at ~~September 30, 2020~~March 31, 2021 and June 30, 2020; (ii) the Condensed Consolidated Income Statements for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019;~~2020; (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the quarter and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019;~~2020; (iv) the Condensed Consolidated Statements of Shareholder's Equity at ~~September 30, 2020~~March 31, 2021 and ~~2019;~~2020; (v) the Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019;~~2020; and (vi) the Notes to the Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL

104			Cover page Inline XBRL File (Included in Exhibit 101)

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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 thereunto duly authorized.


		ScanSource, Inc.

		/s/ MICHAEL L. BAUR
		Michael L. Baur
Date:	~~November 9, 2020~~May 10, 2021	Chairman and Chief Executive Officer (Principal Executive Officer)


		/s/ ~~GERALD LYONS~~STEVE JONES
		~~Gerald Lyons~~Steve Jones
Date:	~~November 9, 2020~~May 10, 2021	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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