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 ~~December 31, 2021~~September 30, 2022


☐			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 ~~February 7,~~November 1, 2022
Common Stock, no par value per share						~~25,604,030~~25,245,216 shares

SCANSOURCE, INC.

INDEX TO FORM 10-Q

~~December 31, 2021~~September 30, 2022


		Page #
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (unaudited) at ~~December 3~~1 ~~, 2021~~September 30, 2022 and June 30, ~~2021~~2022	5
	Condensed Consolidated Income Statements (unaudited) for the Quarters Ended September 30, 2022 and ~~Six Months~~ ~~Ended~~ ~~December 31~~, 2021 ~~and 2020~~	6
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Quarters Ended September 30, 2022 and ~~Six~~ ~~Months~~ ~~Ended~~ ~~December 31~~, 2021 ~~and 2020~~	7
	Condensed Consolidated Statements of Shareholders' Equity (unaudited) for the Quarters Ended September 30, 2022 and ~~Six Months~~ ~~Ended~~ ~~December 31~~, 2021 ~~and 2020~~	8
	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~Six~~Three Months Ended ~~December 31~~September 3 0 , ~~2021~~2022 and ~~2020~~2021	10
	Notes to Condensed Consolidated Financial Statements (unaudited)	1211
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3024
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4836
Item 4.	Controls and Procedures	4937

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	5038
Item 1A.	Risk Factors	5038
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5038
Item 6.	Exhibits	5139

SIGNATURES		5240

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. 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 following factors, which are neither presented in order of importance nor weighted: ~~supply chain challenges,~~ the impact of the COVID-19 pandemic, ~~on the Company's operations~~macroeconomic conditions, including potential prolonged economic weakness, inflation and ~~financial condition,~~supply chain challenges, 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, ~~2021.~~2022.

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.			Financial Statements

SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share information)


		December 31, 2021		June 30, 2021			September 30, 2022		June 30, 2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	34,123	$	62,718	Cash and cash equivalents	$	40,472	$	37,987
Accounts receivable, less allowance of $17,393 at December 31, 2021 and $19,341 at June 30, 2021		613,186		568,984
Accounts receivable, less allowance of $13,942 at September 30, 2022 and $16,806 at June 30, 2022						Accounts receivable, less allowance of $13,942 at September 30, 2022 and $16,806 at June 30, 2022	744,946		729,442
Inventories	Inventories	562,397		470,081		Inventories	675,798		614,814
Prepaid expenses and other current assets	Prepaid expenses and other current assets	124,633		117,860		Prepaid expenses and other current assets	126,484		141,562

Total current assets	Total current assets	1,334,339		1,219,643		Total current assets	1,587,700		1,523,805
Property and equipment, net	Property and equipment, net	39,239		42,836		Property and equipment, net	36,853		37,477
Goodwill	Goodwill	216,755		218,877		Goodwill	211,736		214,435
Identifiable intangible assets, net	Identifiable intangible assets, net	95,045		104,860		Identifiable intangible assets, net	78,724		84,427
Deferred income taxes	Deferred income taxes	21,668		21,853		Deferred income taxes	13,381		15,668
Other non-current assets	Other non-current assets	63,824		63,615		Other non-current assets	71,918		61,616

Total assets	Total assets	$	1,770,870	$	1,671,684	Total assets	$	2,000,312	$	1,937,428
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	653,190	$	634,805	Accounts payable	$	710,919	$	714,177
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	81,570		87,790		Accrued expenses and other current liabilities	73,760		88,455

Income taxes payable	Income taxes payable	2,283		2,501		Income taxes payable	5,274		34

Current portion of long-term debt	Current portion of long-term debt	9,723		7,843		Current portion of long-term debt	4,102		11,598

Total current liabilities	Total current liabilities	746,766		732,939		Total current liabilities	794,055		814,264
Deferred income taxes	Deferred income taxes	3,862		3,954		Deferred income taxes	2,882		3,144
Long-term debt, net of current portion	Long-term debt, net of current portion	129,358		135,331		Long-term debt, net of current portion	149,631		123,733
Borrowings under revolving credit facility	Borrowings under revolving credit facility	57,785		—		Borrowings under revolving credit facility	172,702		135,839

Other long-term liabilities	Other long-term liabilities	64,574		68,269		Other long-term liabilities	54,038		53,920

Total liabilities	Total liabilities	1,002,345		940,493		Total liabilities	1,173,308		1,130,900
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, no par value; 3,000,000 shares authorized, none issued	Preferred stock, no par value; 3,000,000 shares authorized, none issued	—		—		Preferred stock, no par value; 3,000,000 shares authorized, none issued	—		—
Common stock, no par value; 45,000,000 shares authorized, 25,657,545 and 25,499,465 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively		75,583		71,253
Common stock, no par value; 45,000,000 shares authorized, 25,225,902 and 25,187,351 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively						Common stock, no par value; 45,000,000 shares authorized, 25,225,902 and 25,187,351 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively	66,069		64,297
Retained earnings	Retained earnings	803,396		758,071		Retained earnings	870,911		846,869
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(110,454)		(98,133)		Accumulated other comprehensive loss	(109,976)		(104,638)
Total shareholders’ equity	Total shareholders’ equity	768,525		731,191		Total shareholders’ equity	827,004		806,528
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	1,770,870	$	1,671,684	Total liabilities and shareholders’ equity	$	2,000,312	$	1,937,428

June 30, 2021 amounts are derived from audited consolidated financial statements.
June 30, 2022 amounts are derived from audited consolidated financial statements.						June 30, 2022 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				Six months ended					Quarter ended
		December 31,				December 31,					September 30,
		2021		2020		2021		2020			2022		2021
Net sales	Net sales	$	864,351	$	810,897	$	1,721,662	$	1,568,238	Net sales	$	943,813	$	857,583
Cost of goods sold	Cost of goods sold	756,426		724,854		1,512,437		1,401,415		Cost of goods sold	830,328		756,011
Gross profit	Gross profit	107,925		86,043		209,225		166,823		Gross profit	113,485		101,572
Selling, general and administrative expenses	Selling, general and administrative expenses	69,433		60,470		133,016		122,580		Selling, general and administrative expenses	71,593		63,854
Depreciation expense	Depreciation expense	2,547		3,097		5,427		6,494		Depreciation expense	2,763		2,880
Intangible amortization expense	Intangible amortization expense	4,447		4,862		8,956		9,716		Intangible amortization expense	4,241		4,510
Restructuring and other charges		—		484		—		8,753
Change in fair value of contingent consideration		—		—		—		516

Operating income	Operating income	31,498		17,130		61,826		18,764		Operating income	34,888		30,328
Interest expense	Interest expense	1,493		1,796		3,153		3,709		Interest expense	3,448		1,660
Interest income	Interest income	(947)		(531)		(1,973)		(1,011)		Interest income	(1,589)		(1,026)
Other expense, net	Other expense, net	543		121		807		484		Other expense, net	746		263
Income before income taxes	Income before income taxes	30,409		15,744		59,839		15,582		Income before income taxes	32,283		29,431
Provision for income taxes	Provision for income taxes	7,257		4,683		14,614		4,636		Provision for income taxes	8,241		7,358
Net income from continuing operations		23,152		11,061		45,225		10,946
Net income (loss) from discontinued operations		100		(25,255)		100		(36,959)
Net income (loss)		$	23,252	$	(14,194)	$	45,325	$	(26,013)
Net income										Net income	$	24,042	$	22,073

Per share data:	Per share data:									Per share data:
Net income from continuing operations per common share, basic		$	0.91	$	0.44	$	1.77	$	0.43
Net loss from discontinued operations per common share, basic		—		(1.00)		$	—	$	(1.46)
Net income (loss) per common share, basic		$	0.91	$	(0.56)	$	1.77	$	(1.03)
Net income per common share, basic										Net income per common share, basic	$	0.95	$	0.87
Weighted-average shares outstanding, basic	Weighted-average shares outstanding, basic	25,585		25,395		25,549		25,378		Weighted-average shares outstanding, basic	25,201		25,512

Net income from continuing operations per common share, diluted		$	0.89	$	0.43	$	1.75	$	0.43
Net loss from discontinued operations per common share, diluted		—		(0.99)		$	—	$	(1.45)
Net income (loss) per common share, diluted		$	0.90	$	(0.56)	$	1.76	(1.02)
Net income per common share, diluted										Net income per common share, diluted	$	0.94	$	0.86
Weighted-average shares outstanding, diluted	Weighted-average shares outstanding, diluted	25,895		25,475		25,806		25,458		Weighted-average shares outstanding, diluted	25,451		25,696


See accompanying notes to these condensed consolidated financial statements.

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SCANSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)


		Quarter ended				Six months ended					Quarter ended
		December 31,				December 31,					September 30,
		2021		2020		2021		2020			2022		2021
Net income (loss)		$	23,252	$	(14,194)	$	45,325	$	(26,013)
Net income										Net income	$	24,042	$	22,073
Unrealized gain on hedged transaction, net of tax	Unrealized gain on hedged transaction, net of tax	1,172		519		1,585		628		Unrealized gain on hedged transaction, net of tax	1,879		413
Foreign currency translation adjustment	Foreign currency translation adjustment	(2,759)		11,974		(13,906)		15,484		Foreign currency translation adjustment	(7,217)		(11,147)
Realized foreign currency loss from discontinued operations		—		11,635		—		11,635

Comprehensive income	Comprehensive income	$	21,665	$	9,934	$	33,004	$	1,734	Comprehensive income	$	18,704	$	11,339


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, 2021		25,499,465	$	71,253	$	758,071	$	(98,133)	$	731,191
Balance at June 30, 2022											Balance at June 30, 2022	25,187,351	$	64,297	$	846,869	$	(104,638)	$	806,528
Net income	Net income	—	—		22,073		—		22,073		Net income	—	—		24,042		—		24,042
Unrealized gain on hedged transaction, net of tax	Unrealized gain on hedged transaction, net of tax	—	—		—		413		413		Unrealized gain on hedged transaction, net of tax	—	—		—		1,879		1,879
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—		(11,147)		(11,147)		Foreign currency translation adjustment	—	—		—		(7,217)		(7,217)
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	29,086	994		—		—		994		Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	38,551	(586)		—		—		(586)

Share-based compensation	Share-based compensation	—	2,570		—		—		2,570		Share-based compensation	—	2,358		—		—		2,358

Balance at September 30, 2021		25,528,551	$	74,817	$	780,144	$	(108,867)	$	746,094
Net income		—	—		23,252		—		23,252
Unrealized gain on hedged transaction, net of tax		—	—		—		1,172		1,172
Foreign currency translation adjustment		—	—		—		(2,759)		(2,759)
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes		134,897	(2,513)		—		—		(2,513)
Common stock repurchased		(5,903)	(183)		—		—		(183)
Share-based compensation		—	3,462		—		—		3,462
Balance at September 30, 2022											Balance at September 30, 2022	25,225,902	$	66,069	$	870,911	$	(109,976)	$	827,004

Balance at December 31, 2021		25,657,545	$	75,583	$	803,396	$	(110,454)	$	768,525

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, 2020		25,361,298	$	63,765	$	747,276	$	(132,795)	$	678,246
Net loss		—	—		(11,819)		—		(11,819)
Balance at June 30, 2021											Balance at June 30, 2021	25,499,465	$	71,253	$	758,071	$	(98,133)	$	731,191
Net income											Net income	—	—		22,073		—		22,073
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	—	—		—		413		413
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—		3,511		3,511		Foreign currency translation adjustment	—	—		—		(11,147)		(11,147)

Share-based compensation		—	1,180		—		—		1,180
Balance at September 30, 2020		25,361,298	$	64,945	$	735,457	$	(129,175)	$	671,227
Net loss		—	—		(14,194)		—		(14,194)
Unrealized gain on hedged transaction, net of tax		—	—		—		519		519
Foreign currency translation adjustment		—	—		—		11,974		11,974
Realized foreign currency translation 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)		Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes	29,086	994		—		—		994

Share-based compensation	Share-based compensation	—	2,015		—		—		2,015		Share-based compensation	—	2,570		—		—		2,570
Balance at December 31, 2020		25,451,640	$	65,924	$	721,263	$	(105,048)	$	682,139
Balance at September 30, 2021											Balance at September 30, 2021	25,528,551	$	74,817	$	780,144	$	(108,867)	$	746,094

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


		Six months ended					Three months ended
		December 31,					September 30,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)		$	45,325	$	(26,013)
Net income (loss) from discontinued operations		100		(36,959)
Net income from continuing operations		45,225		10,946
Adjustments to reconcile net income to net cash (used in) provided by operating activities of continuing operations:
Net income						Net income	$	24,042	$	22,073
Adjustments to reconcile net income to net cash used in operating activities:						Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	14,879		17,059		Depreciation and amortization	7,228		7,650
Amortization of debt issue costs	Amortization of debt issue costs	209		209		Amortization of debt issue costs	289		104
Provision for doubtful accounts	Provision for doubtful accounts	921		(180)		Provision for doubtful accounts	125		(1,027)
Share-based compensation	Share-based compensation	6,032		3,174		Share-based compensation	2,316		2,570

Deferred income taxes	Deferred income taxes	(109)		(694)		Deferred income taxes	2,274		(183)

Change in fair value of contingent consideration		—		516
Contingent consideration payments excess		—		(5,457)

Finance lease interest	Finance lease interest	26		70		Finance lease interest	2		17
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	(54,370)		(86,683)		Accounts receivable	(18,799)		(26,714)
Inventories	Inventories	(95,531)		35,124		Inventories	(62,192)		(25,879)
Prepaid expenses and other assets	Prepaid expenses and other assets	(11,236)		2,256		Prepaid expenses and other assets	14,690		(1,174)
Other non-current assets	Other non-current assets	(1,561)		1,328		Other non-current assets	(9,469)		691
Accounts payable	Accounts payable	25,444		132,074		Accounts payable	(1,053)		(26,962)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(5,130)		11,150		Accrued expenses and other liabilities	(13,168)		(14,683)
Income taxes payable	Income taxes payable	(177)		(5,218)		Income taxes payable	5,256		6,558
Net cash (used in) provided by operating activities of continuing operations		(75,378)		115,674
Cash flows from investing activities of continuing operations:
Net cash used in operating activities						Net cash used in operating activities	(48,459)		(56,959)
Cash flows from investing activities:						Cash flows from investing activities:
Capital expenditures	Capital expenditures	(2,645)		(1,454)		Capital expenditures	(1,758)		(1,090)

Proceeds from the sale of discontinued operations		3,125		34,356

Net cash provided by investing activities of continuing operations		480		32,902
Cash flows from financing activities of continuing operations:

Net cash used in investing activities						Net cash used in investing activities	(1,758)		(1,090)
Cash flows from financing activities:						Cash flows from financing activities:

Borrowings on revolving credit, net of expenses	Borrowings on revolving credit, net of expenses	1,115,161		959,848		Borrowings on revolving credit, net of expenses	579,011		526,637
Repayments on revolving credit, net of expenses	Repayments on revolving credit, net of expenses	(1,057,376)		(1,022,561)		Repayments on revolving credit, net of expenses	(542,147)		(470,237)
Repayments on long-term debt, net		(4,093)		(4,089)
Repayments of finance lease obligations		(624)		(652)
Borrowings (repayments) on long-term debt, net						Borrowings (repayments) on long-term debt, net	18,402		(2,218)
Finance lease obligations						Finance lease obligations	771		(316)
Debt issuance costs						Debt issuance costs	(1,407)		—

Contingent consideration payments		—		(41,393)
Exercise of stock options	Exercise of stock options	1,114		—		Exercise of stock options	10		994
Taxes paid on settlement of equity awards	Taxes paid on settlement of equity awards	(2,634)		(1,036)		Taxes paid on settlement of equity awards	(596)		—
Common stock repurchased		(183)		—

Net cash provided by (used in) financing activities of continuing operations		51,365		(109,883)

Net cash provided by financing activities						Net cash provided by financing activities	54,044		54,860
Effect of exchange rate changes on cash and cash equivalents						Effect of exchange rate changes on cash and cash equivalents	(1,342)		(4,038)
Increase (decrease) in cash and cash equivalents						Increase (decrease) in cash and cash equivalents	2,485		(7,227)
Cash and cash equivalents at beginning of period						Cash and cash equivalents at beginning of period	37,987		62,718
Cash and cash equivalents at end of period						Cash and cash equivalents at end of period	$	40,472	$	55,491

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
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), continued
(In thousands)
Cash flows from discontinued operations:
Net cash flows provided by operating activities of discontinued operations — 21,704
Net cash flows used in by investing activities of discontinued operations — (58)
Net cash flows used in financing activities of discontinued operations — (29,494)
Net cash flows used in discontinued operations — (7,848)
Effect of exchange rate changes on cash and cash equivalents (5,062) 1,887
(Decrease) increase in cash and cash equivalents (28,595) 32,732
Cash and cash equivalents at beginning of period 62,718 34,455
Cash and cash equivalents at end of period 34,123 67,187
Cash and cash equivalents of discontinued operations — —
Cash and cash equivalents of continuing operations $ 34,123 $ 67,187
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 a leading hybrid distributor connecting devices to the cloud and accelerating growth for partners across hardware, ~~software,~~Software as a Service ("SaaS"), connectivity and cloud. The Company brings technology solutions and services from the world’s leading suppliers of mobility and barcode, point-of-sale ~~(POS)~~("POS"), payments, physical security, unified communications and collaboration, telecom and cloud services to market. The Company operates in the United States, Canada, Brazil and the UK. ~~During the quarter ended December 31, 2020, the Company completed the divestitures of its products distribution business in the UK, Europe and Latin America, outside of Brazil.~~ The Company's 2two operating segments, Specialty Technology Solutions and Modern Communications & Cloud, are based on ~~product and customer type.~~

~~Segment Changes~~

During the quarter ended September 30, 2021, the Company made changes to the segments to align technologies with its hybrid distribution strategy across hardware, software, connectivity and cloud. The Company also renamed its operating segments to Specialty Technology Solutions and Modern Communications & Cloud. The Company moved some North American business with communications and collaboration solutions to the Modern Communications & Cloud segment. With this change, all of the Company's communications and collaboration business is in the Modern Communications & Cloud segment. This technology alignment better represents the operating and financial performance information provided to the Company's Chief Operating Decision Maker.

The Company has reclassified certain prior year amounts in the segment results to conform with current year presentation. These reclassifications had no effect on the condensed consolidated financial results. See Note 10 - ~~Segment Information~~ ~~for descriptions of the Company's segments.~~

~~COVID-19~~

The spread of COVID-19 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders, business shutdowns, and limitations of in-person gatherings. The Company moved quickly to transition its employees, where possible, to a fully remote working environment. The Company also deployed teams to monitor the evolving situation and recommend risk mitigation actions. All of the Company's distribution facilities have remained open and operational throughout the pandemic.

The pandemic and containment measures have had an impact on the Company's suppliers' businesses and sales partners' businesses. The negative impacts to net sales from the pandemic, including declines in customer demand and supply chain disruptions, began to recover throughout fiscal year 2021. While the Company is unable to predict the ultimate impact that COVID-19 will have on its business, certain technologies have benefited from the widespread adoption of work-from-home, as well as the accelerated shift to digitize and automate processes. The Company continues to incur higher employee related healthcare and prevention costs as a result of the pandemic. 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 2021.technology.

Basis of Presentation

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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 ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, the results of operations for the quarters ended September 30, 2022 and ~~six months ended December 31,~~ 2021, ~~and 2020,~~ the statements of comprehensive income for the quarters ended September 30, 2022 and ~~six months ended December 31,~~ 2021, ~~and 2020,~~ the statements of shareholders' equity for the quarters ended September 30, 2022 and ~~six months ended December 31,~~ 2021 ~~and 2020~~ and the statements of cash flows for the ~~six~~three months ended ~~December 31, 2021~~September 30, 2022 and ~~2020.~~2021. The results of operations for the quarters ~~and six months~~ ended ~~December 31, 2021 and 2020~~September 30, 2022 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, ~~2021.~~2022. Unless otherwise indicated, disclosures provided in the Notes pertain to continuing operations only.

The Company has reclassified certain prior-year amounts in the segment results to conform with current year presentation. The reclassifications had no effect on the condensed consolidated financial results.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies for the ~~six~~three months ended ~~December 31, 2021~~September 30, 2022 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, ~~2021.~~2022. 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, ~~2021.~~2022.

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 ~~$18.5~~$11.5 million and ~~$14.3~~$18.0 million are included in accounts payable on the condensed consolidated balance sheets at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, respectively.

Long-lived Assets

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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 ~~$2.5 million and $5.4~~$2.8 million for the quarter ended September 30, 2022 and ~~six months ended December 31, 2021 and $3.1 million and $6.5~~$2.9 million for the quarter ~~and six months~~ ended ~~December 31, 2020.~~September 30, 2021. Depreciation expense reported as part of cost of goods sold on the Condensed Consolidated Income Statements totaled $0.2 million for the quarter ended September 30, 2022 and ~~$0.5~~$0.3 million for the quarter ~~and six months~~ ended ~~December 31, 2021 and $0.4 million and $0.9 million for the quarter and six months ended December 31, 2020.~~September 30, 2021. 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 ~~$4.4 million and $9.0~~$4.2 million for the quarter ended September 30, 2022 and ~~six months ended December 31, 2021 and $4.9 million and $9.7~~$4.5 million for the quarter ~~and six months~~ ended ~~December 31, 2020.~~September 30, 2021.

Recent Accounting Pronouncements

The Company has reviewed 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.

(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: (i) historical experience, (ii) aging of the accounts receivable, (iii) specific information obtained by the Company on the financial condition and the current creditworthiness of its customers, (iv) the current economic and country-specific

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environment and (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.~~inception and adjusted over the contractual life.

The changes in the allowance for doubtful accounts for the ~~six~~three months ended ~~December 31, 2021~~September 30, 2022 are set forth in the table below.

June 30, 2021 Amounts Charged to Expense Write-offs
Other (1)
December 31, 2021
(in thousands)
Trade accounts and current notes receivable allowance $ 19,341 $ 921 $ (1,340) $ (1,529) $ 17,393


	June 30, 2022		Amounts Charged to Expense		Write-offs		Other (1)		September 30, 2022
	(in thousands)
Trade accounts and current notes receivable allowance	$	16,806	$	125	$	(2,721)	$	(268)	$	13,942

(1)"Other" amounts include recoveries and the effect of foreign currency fluctuations for the ~~six~~three months ended ~~December 31, 2021.~~September 30, 2022.

(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~~a Company 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 and certain software and ~~services, including self-branded warranty programs.~~services. The Company considers itself the principal in ~~these~~those transactions aswhere 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~~principal-associated revenue and cost of goods sold on a gross basis.

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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. The Intelisys business operates under an agency model.

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

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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:

Quarter ended December 31, 2021
Specialty Technology Solutions Modern Communications & Cloud Total
(in thousands)
Revenue by product/service:
Hardware, software and cloud (excluding Intelisys) $ 496,920 $ 348,893 $ 845,813
Intelisys connectivity and cloud — 18,538 18,538
$ 496,920 $ 367,431 $ 864,351
Six months ended December 31, 2021
Specialty Technology Solutions Modern Communications & Cloud Total
(in thousands)
Revenue by product/service:
Hardware, software and cloud (excluding Intelisys) $ 998,630 $ 687,142 $ 1,685,772
Intelisys connectivity and cloud — 35,890 35,890
$ 998,630 $ 723,032 $ 1,721,662


		Quarter ended December 31, 2020						Quarter ended September 30, 2022
		Specialty Technology Solutions		Modern Communications & Cloud		Total				Specialty Technology Solutions		Modern Communications & Cloud		Total
				(in thousands)								(in thousands)
Revenue by product/service:
Revenue by product/service									Revenue by product/service
Hardware, software and cloud (excluding Intelisys)	Hardware, software and cloud (excluding Intelisys)	$	455,248	$	339,404	$	794,652		Hardware, software and cloud (excluding Intelisys)	$	576,329	$	348,631	$	924,960
Intelisys connectivity and cloud	Intelisys connectivity and cloud	—		16,245		16,245			Intelisys connectivity and cloud	—		18,853		18,853
		$	455,248	$	355,649	$	810,897			$	576,329	$	367,484	$	943,813

		Six months ended December 31, 2020
		Specialty Technology Solutions		Modern Communications & Cloud		Total
				(in thousands)
Revenue by product/service:
Hardware, software and cloud (excluding Intelisys)		$	864,026	$	672,709	$	1,536,735
Intelisys connectivity and cloud		—		31,503		31,503
		$	864,026	$	704,212	$	1,568,238


	Quarter ended September 30, 2021
	Specialty Technology Solutions		Modern Communications & Cloud		Total
			(in thousands)
Revenue by product/service
Hardware, software and cloud (excluding Intelisys)	$	501,711	$	338,248	$	839,959
Intelisys connectivity and cloud	—		17,624		17,624
	$	501,711	$	355,872	$	857,583

(4) Earnings Per Share

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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 Six months ended
December 31, December 31,
2021 2020 2021 2020
(in thousands, except per share data)
Numerator:
Net income from continuing operations $ 23,152 $ 11,061 $ 45,225 $ 10,946
Net income (loss) from discontinued operations 100 (25,255) 100 (36,959)
Net income (loss) $ 23,252 $ (14,194) $ 45,325 $ (26,013)
Denominator:
Weighted-average shares, basic 25,585 25,395 25,549 25,378
Dilutive effect of share-based payments 310 80 257 80
Weighted-average shares, diluted 25,895 25,475 25,806 25,458
Net income from continuing operations per common share, basic $ 0.91 $ 0.44 $ 1.77 $ 0.43
Net loss from discontinued operations per common share, basic — (1.00) — (1.46)
Net income (loss) per common share, basic $ 0.91 $ (0.56) $ 1.77 $ (1.03)
Net income from continuing operations per common share, diluted $ 0.89 $ 0.43 $ 1.75 $ 0.43
Net loss from discontinued operations per common share, diluted — (0.99) — (1.45)
Net income (loss) per common share, diluted $ 0.90 $ (0.56) $ 1.76 $ (1.02)

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	Quarter ended
	September 30,
	2022		2021
	(in thousands, except per share data)
Numerator:
Net income	$	24,042	$	22,073
Denominator:
Weighted-average shares, basic	25,201		25,512
Dilutive effect of share-based payments	250		184
Weighted-average shares, diluted	25,451		25,696

Net income per common share, basic	$	0.95	$	0.87
Net income per common share, diluted	$	0.94	$	0.86

For the quarters ~~and six months~~ ended ~~December 31,~~September 30, 2022 and 2021, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were ~~359,366~~1,128,445 and 1,149,352, respectively. For the quarters and six months ended December 31, 2020, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 1,400,999 and 1,191,985,1,213,398, respectively.

(5) Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following:


		December 31, 2021		June 30, 2021			September 30, 2022		June 30, 2022
		(in thousands)					(in thousands)
Foreign currency translation adjustment	Foreign currency translation adjustment	$	(107,467)	$	(93,561)	Foreign currency translation adjustment	$	(113,116)	$	(105,899)
Unrealized loss on hedged transaction, net of tax		(2,987)		(4,572)
Unrealized gain on hedged transaction, net of tax						Unrealized gain on hedged transaction, net of tax	3,140		1,261
Accumulated other comprehensive loss	Accumulated other comprehensive loss	$	(110,454)	$	(98,133)	Accumulated other comprehensive loss	$	(109,976)	$	(104,638)

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

Quarter ended December 31, Six months ended December 31,
2021 2020 2021 2020
(in thousands)
Tax expense (benefit) $ 517 $ (94) $ 800 $ 260


	Quarter ended September 30,
	2022		2021
	(in thousands)
Tax expense	$	414	$	284

(6) Goodwill and Other Identifiable Intangible Assets

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The changes in the carrying amount of goodwill for the ~~six~~three months ended ~~December 31, 2021,~~September 30, 2022, by reporting segment, are set forth in the table below.

Specialty Technology Solutions Modern Communications & Cloud Total
(in thousands)
Balance at June 30, 2021 $ 16,370 $ 202,507 $ 218,877
Foreign currency translation adjustment — (2,122) (2,122)
Balance at December 31, 2021 $ 16,370 $ 200,385 $ 216,755


	Specialty Technology Solutions		Modern Communications & Cloud		Total
	(in thousands)
Balance at June 30, 2022	$	16,370	$	198,065	$	214,435
Foreign currency translation adjustment	—		(2,699)		(2,699)
Balance at September 30, 2022	$	16,370	$	195,366	$	211,736

The following table shows changes in the amount recognized for net identifiable intangible assets for the ~~six~~three months ended ~~December 31, 2021.~~September 30, 2022.

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	Net Identifiable Intangible Assets
	(in thousands)
Balance at June 30, ~~2021~~2022	$	~~104,860~~

~~Reductions~~	—84,427
Amortization expense	~~(8,956)~~(4,241)
Foreign currency translation adjustment	~~(859)~~(1,462)
Balance at ~~December 31, 2021~~September 30, 2022	$	~~95,045~~78,724

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

The following table presents the Company’s debt at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021.~~2022.


		December 31, 2021		June 30, 2021			September 30, 2022		June 30, 2022
		(in thousands)					(in thousands)

Current portion of long-term debt	Current portion of long-term debt	$	9,723	$	7,843	Current portion of long-term debt	$	4,102	$	11,598
Mississippi revenue bond, net of current portion	Mississippi revenue bond, net of current portion	3,733		4,081		Mississippi revenue bond, net of current portion	3,381		3,733
Senior secured term loan facility, net of current portion	Senior secured term loan facility, net of current portion	125,625		131,250		Senior secured term loan facility, net of current portion	146,250		120,000
Borrowings under revolving credit facility	Borrowings under revolving credit facility	57,785		—		Borrowings under revolving credit facility	172,702		135,839
Total debt	Total debt	$	196,866	$	143,174	Total debt	$	326,435	$	271,170

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 (as amended, the “Amended Credit Agreement”). On ~~April 30, 2019,~~September 28, 2022, ScanSource, Inc. amended and restated the ~~Company amended this credit facility to expand the borrowing capacity and extend its maturity to April 30, 2024. The~~ Amended Credit Agreement, which includes (i) a five-year, $350 million ~~multi-currency~~multicurrency senior secured revolving credit facility and (ii) a five-year $150 million senior secured term loan facility. ~~Pursuant~~The Amended Credit Agreement extends the credit facility maturity date to September 28, 2027. In addition, pursuant to an “accordion feature,” the Company may increase its borrowings up to an additional $250 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.~~credit. 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.~~its domestic subsidiaries. Under the terms of the revolving credit facility, the payment of cash dividends is restricted. The Company incurred debt issuance costs of ~~$1.1~~$1.5 million in connection with the ~~amendments to~~amendment and restatement of 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 denominated in U.S. ~~dollar loans under the Amended Credit Agreement,~~dollars, other than swingline loans, shall bear interest at a rate per annum equal to, at the Company’s option, (i) the adjusted Term SOFR or daily simple SOFR rate plus a fixed credit spread ~~over LIBOR or the alternate base rate~~adjustment of 0.10%, plus an additional margin ranging from 1.00% to 1.75%, depending upon the ~~Company's net leverage~~Company’s ratio ~~calculated as~~

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(A) total consolidated debt less up to ~~$15~~$30 million of unrestricted domestic cash ("to (B) trailing four-quarter consolidated EBITDA measured as of the end of the most recent year or quarter, as applicable, for which financial statements have been delivered to the Lenders (the “leverage ratio”); or (ii) the alternate base rate plus an additional margin ranging from 0% to 0.75%, depending upon the Company’s leverage ratio, plus, if applicable, certain mandatory costs. Loans denominated in foreign currencies shall bear interest at a rate per annum equal to the applicable benchmark rate set forth in the New 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~~Agreement plus an additional margin ranging 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~~Company’s leverage ratio, plus, if applicable, certain mandatory costs. All swingline ~~loans. The Amended Credit Agreement provides for the substitution of a new~~loans denominated in U.S. dollars shall bear interest ~~rate benchmark~~based upon the ~~transition~~adjusted daily simple SOFR, floating daily, plus an additional margin ranging from ~~LIBOR for U.S. dollar loans, subject~~1.00% to ~~agreement between~~1.75%, depending upon the Company’s leverage ratio, or such other rate as the Company and the ~~administrative agent. On December 23, 2021, the Company amended its credit facility to replace LIBOR as the benchmark rate for non-U.S. dollar loans, among other things.~~applicable swingline lender may agree.

During the ~~six months~~quarter ended ~~December 31, 2021,~~September 30, 2022, the Company's borrowings under the credit facility were U.S. dollar loans. The spread in effect as of ~~December 31, 2021~~September 30, 2022 was ~~1.25%~~1.50% for ~~LIBOR-based~~LIBOR and SOFR-based loans and ~~0.25%~~0.50% for alternate base rate loans. The commitment fee rate in effect at ~~December 31, 2021~~September 30, 2022 was ~~0.20%~~0.25%. 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.

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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 ~~December 31, 2021.~~September 30, 2022.

The average daily outstanding balance on the revolving credit facility, excluding the term loan facility, during the ~~six~~three month ~~period~~periods ended ~~December 31,~~September 30, 2022 and 2021 was ~~$57.1 million. Including borrowings for both continuing~~$200.5 million and ~~discontinued operations, the average daily outstanding balance on the revolving credit facility, excluding the term loan facility, during the six months ended December 31, 2020 was $70.4 million.~~$54.4 million, respectively. There was ~~$292.2~~$177.3 million and ~~$350.0~~$214.2 million available for additional borrowings as of ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, respectively. There were no letters of credit issued under the multi-currency revolving credit facility at ~~December 31, 2021~~September 30, 2022 or June 30, ~~2021.~~2022.

Mississippi Revenue Bond

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 ~~December 31, 2021,~~September 30, 2022, the Company was in compliance with all covenants under this bond. The interest rates at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021~~2022 were ~~0.95%~~3.21% and ~~0.94%~~1.97%, respectively.

Debt Issuance Costs

At ~~December 31, 2021,~~September 30, 2022, net debt issuance costs associated with the credit facility and bond totaled ~~$1.0~~$2.0 million and are being amortized on a straight-line basis through the maturity date of each respective debt instrument.

(8) 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.

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The Company had contracts outstanding for purposes of managing cash flows with notional amounts of ~~$30.6~~$35.9 million and ~~$27.9~~$34.5 million for the exchange of foreign currencies at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, 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 ended September 30, 2022 and ~~six months ended December 31,~~ 2021 ~~and 2020~~ are as follows:

Quarter ended Six months ended
December 31, December 31,
2021 2020 2021 2020
(in thousands)
Net foreign exchange derivative contract (gains) losses $ (523) $ 1,818 $ (2,175) $ 1,913
Net foreign currency transactional and re-measurement (gains) losses 1,003 (1,437) 3,141 (1,094)
Net foreign currency exchange losses $ 480 $ 381 $ 966 $ 819


	Quarter ended
	September 30,
	2022		2021
	(in thousands)
Net foreign exchange derivative contract losses (gains)	$	438	$	(1,651)
Net foreign currency transactional and re-measurement losses	484		2,136
Net foreign currency exchange losses	$	922	$	485

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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~~On April 30, 2019, the Company entered into an interest rate swap agreement, which was ~~subsequently settled, and entered into a new~~ amended ~~agreement~~ on ~~April 30, 2019.~~September 28, 2022 to change the reference rate from LIBOR to SOFR. The swap agreement has a notional amount of $100.0 million, with a $50.0 million tranche scheduled to mature on April 30, 2024 and a $50.0 million tranche scheduled to mature April 30, 2026. This swap agreement is designated as a cash 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 ended ~~December 31, 2021~~September 30, 2022 and ~~2020.~~2021.

The components of the cash flow hedge included in the Condensed Consolidated Statement of Comprehensive Income for the quarters ended September 30, 2022 and ~~six months ended December 31,~~ 2021, ~~and 2020,~~ are as follows:


		Quarter ended				Six months ended					Quarter ended
		December 31,				December 31,					September 30,
		2021		2020		2021		2020			2022		2021
		(in thousands)									(in thousands)
Net interest expense recognized as a result of interest rate swap	Net interest expense recognized as a result of interest rate swap	$	579	$	565	$	1,157	$	1,125	Net interest expense recognized as a result of interest rate swap	$	32	$	580
Unrealized gain (loss) in fair value of interest rate swap	Unrealized gain (loss) in fair value of interest rate swap	999		135		983		(268)		Unrealized gain (loss) in fair value of interest rate swap	2,500		(15)
Net increase in accumulated other comprehensive income	Net increase in accumulated other comprehensive income	1,578		700		2,140		857		Net increase in accumulated other comprehensive income	2,532		565
Income tax effect	Income tax effect	406		181		555		229		Income tax effect	653		152
Net increase in accumulated other comprehensive income, net of tax	Net increase in accumulated other comprehensive income, net of tax	$	1,172	$	519	$	1,585	$	628	Net increase in accumulated other comprehensive income, net of tax	$	1,879	$	413

The Company used the following derivative instruments at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, reflected in its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above:

~~Table of Contents~~


			December 31, 2021				June 30, 2021						September 30, 2022				June 30, 2022
		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 assets:	Derivative assets:										Derivative assets:

Foreign exchange contracts											Foreign exchange contracts	Prepaid expenses and other current assets	$	—	$	4	$	—	$	—
Foreign currency hedge	Foreign currency hedge	Prepaid expenses and other current assets	$	—	$	—	$	187	$	—	Foreign currency hedge	Prepaid expenses and other current assets	$	8	$	—	$	—	$	—
Interest rate swap agreement											Interest rate swap agreement	Other non-current assets	$	4,218	$	—	$	1,686	$	—
Derivative liabilities:	Derivative liabilities:										Derivative liabilities:
Foreign exchange contracts	Foreign exchange contracts	Accrued expenses and other current liabilities	$	—	$	55	$	—	$	5	Foreign exchange contracts	Accrued expenses and other current liabilities	$	—	$	—	$	—	$	5
Foreign currency hedge	Foreign currency hedge	Accrued expenses and other current liabilities	$	283	$	—	$	—	$	—	Foreign currency hedge	Accrued expenses and other current liabilities	$	—	$	—	$	93	$	—
Interest rate swap agreement		Other long-term liabilities	$	4,054	$	—	$	6,280	$	—

2017

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(9) 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, foreign currency hedge agreements and interest rate swap ~~agreements and contingent consideration owed to the previous owners of Intelisys.~~agreements. 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).

The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis at ~~December 31, 2021:~~September 30, 2022:


		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)
		(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	$	31,333	$	31,333	$	—	$	—	Deferred compensation plan investments, current and non-current portion	$	25,674	$	25,674	$	—
Forward foreign currency exchange contracts										Forward foreign currency exchange contracts	4		—		4
Interest rate swap agreement										Interest rate swap agreement	4,218		—		4,218
Foreign currency hedge										Foreign currency hedge	8		—		8
Total assets at fair value										Total assets at fair value	$	29,904	$	25,674	$	4,230
Liabilities:										Liabilities:
Deferred compensation plan investments, current and non-current portion										Deferred compensation plan investments, current and non-current portion	$	25,674	$	25,674	$	—

Total assets at fair value		$	31,333	$	31,333	$	—	$	—
Liabilities:
Deferred compensation plan investments, current and non-current portion		$	31,333	$	31,333	$	—	$	—
Forward foreign currency exchange contracts		55		—		55		—
Foreign currency hedge		283		—		283		—
Interest rate swap agreement		4,054		—		4,054		—

Total liabilities at fair value	Total liabilities at fair value	$	35,725	$	31,333	$	4,392	$	—	Total liabilities at fair value	$	25,674	$	25,674	$	—

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, ~~2021:~~2022:

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		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)
		(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	$	31,168	$	31,168	$	—	$	—	Deferred compensation plan investments, current and non-current portion	$	25,178	$	25,178	$	—

Foreign currency hedge		187		—		187		—

Interest rate swap agreement										Interest rate swap agreement	1,686		—		1,686
Total assets at fair value	Total assets at fair value	$	31,355	$	31,168	$	187	$	—	Total assets at fair value	$	26,864	$	25,178	$	1,686
Liabilities:	Liabilities:									Liabilities:
Deferred compensation plan investments, current and non-current portion	Deferred compensation plan investments, current and non-current portion	$	31,168	$	31,168	$	—	$	—	Deferred compensation plan investments, current and non-current portion	$	25,178	$	25,178	$	—
Forward foreign currency exchange contracts	Forward foreign currency exchange contracts	5		—		5		—		Forward foreign currency exchange contracts	5		—		5
Interest rate swap agreement		6,280		—		6,280		—

Foreign currency hedge										Foreign currency hedge	93		—		93
Total liabilities at fair value	Total liabilities at fair value	$	37,453	$	31,168	$	6,285	$	—	Total liabilities at fair value	$	25,276	$	25,178	$	98

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 8 - 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.

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 six months ended December 31, 2020.

Quarter ended December 31, 2020 Six months ended December 31, 2020
Modern Communications & Cloud
(in thousands)
Fair value at beginning of period $ 46,850 $ 46,334
Payments (46,850) (46,850)
Change in fair value of contingent consideration — 516
Fair value at end of period $ — $ —

~~Table of Contents~~

The fair values of amounts owed are recorded in current portion of contingent consideration in the Company’s Condensed Consolidated Balance Sheets. In accordance with ASC 805, the Company revalued 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 was 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.~~

The final earnout payment due to the former owners of Intelisys was paid in October 2020. The company recognized $0.5 million in expense from the change in fair value of the contingent consideration in the Condensed Consolidated Income Statement for the six months ended December 31, 2020. The change in fair value was due to the recurring amortization of the unrecognized fair value discount.

(10) Segment Information

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

Specialty Technology Solutions Segment

The Specialty Technology Solutions segment includes the Company’s business in ~~automatic identification~~mobility and ~~data capture (“AIDC”), point of sale (“POS”),~~barcode, POS, payments, security and networking technologies. ~~AIDC~~Mobility and barcode solutions include mobile computing, barcode scanners and imagers, radio frequency identification devices, ~~(“RFID”),~~ barcode printing and services. POS and payments solutions include POS systems, integrated POS software platforms, self-service kiosks including self-checkout, payment terminals and mobile payment devices. Security solutions include video surveillance and analytics, video management software and access control. Networking solutions include switching, routing and wireless products and software. The Company has business operations within this segment in the United States, Canada and Brazil.

Modern Communications & Cloud Segment

The Modern Communications & Cloud segment includes the Company’s business in communications and collaboration, connectivity and cloud services. Communications and collaboration solutions, delivered in the cloud, on-premise or hybrid, include voice, video, integration of communication platforms and contact center solutions. The Intelisys connectivity and cloud marketplace offers telecom, cable, Unified Communications as a Service (“UCaaS”), Contact Center as a Service (“CCaaS”), Infrastructure as a Service, ~~(“IaaS”),~~ Software-Defined Wide-Area Network ~~(“SD-WAN”),~~ and other cloud services. This segment includes SaaS and subscription services, which the Company offers using digital tools and platforms. The Company has business operations within this segment in the United States, Canada, Brazil and the UK.

Selected financial information for each business segment is presented below:

2319

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		Quarter ended				Six months ended					Quarter ended
		December 31,				December 31,					September 30,
		2021		2020		2021		2020			2022		2021
		(in thousands)									(in thousands)
Sales:	Sales:									Sales:
Specialty Technology Solutions	Specialty Technology Solutions	$	496,920	$	455,248	$	998,630	$	864,026	Specialty Technology Solutions	$	576,329	$	501,711
Modern Communications & Cloud	Modern Communications & Cloud	367,431		355,649		723,032		704,212		Modern Communications & Cloud	367,484		355,872
		$	864,351	$	810,897	$	1,721,662	$	1,568,238		$	943,813	$	857,583
Depreciation and amortization:	Depreciation and amortization:									Depreciation and amortization:
Specialty Technology Solutions	Specialty Technology Solutions	$	2,897	$	3,308	$	5,867	$	6,854	Specialty Technology Solutions	$	2,702	$	2,969
Modern Communications & Cloud	Modern Communications & Cloud	3,613		4,246		7,574		8,616		Modern Communications & Cloud	3,649		3,962
Corporate	Corporate	719		794		1,438		1,589		Corporate	877		719
		$	7,229	$	8,348	$	14,879	$	17,059		$	7,228	$	7,650
Change in fair value of contingent consideration:

Modern Communications & Cloud		—		—		—		516
		$	—	$	—	$	—	$	516
Operating income (loss):	Operating income (loss):									Operating income (loss):
Specialty Technology Solutions	Specialty Technology Solutions	$	16,551	$	7,161	$	30,655	$	8,845	Specialty Technology Solutions	$	21,852	$	14,104
Modern Communications & Cloud	Modern Communications & Cloud	14,894		11,813		31,201		20,529		Modern Communications & Cloud	13,036		16,307
Corporate(1)		53		(1,844)		(30)		(10,610)
Corporate										Corporate	—		(83)
		$	31,498	$	17,130	$	61,826	$	18,764		$	34,888	$	30,328
Capital expenditures:	Capital expenditures:									Capital expenditures:
Specialty Technology Solutions	Specialty Technology Solutions	$	(318)	$	(281)	$	(435)	$	(564)	Specialty Technology Solutions	$	(502)	$	(117)
Modern Communications & Cloud	Modern Communications & Cloud	(1,236)		(425)		(2,210)		(890)		Modern Communications & Cloud	(1,256)		(973)

		$	(1,554)	$	(706)	$	(2,645)	$	(1,454)		$	(1,758)	$	(1,090)
Sales by Geography Category:	Sales by Geography Category:									Sales by Geography Category:
United States and Canada	United States and Canada	$	774,573	$	723,522	$	1,546,215	$	1,414,603	United States and Canada	$	861,602	$	771,914
International	International	90,419		90,893		178,231		164,631		International	84,275		87,812
Less intercompany sales	Less intercompany sales	(641)		(3,518)		(2,784)		(10,996)		Less intercompany sales	(2,064)		(2,143)
		$	864,351	$	810,897	$	1,721,662	$	1,568,238		$	943,813	$	857,583

(1) For the quarter and six months ended December 31, 2021, the amounts shown above include divestiture costs. For the quarter and six months ended December 31, 2020, the amounts shown above include restructuring and divestiture costs.


		December 31, 2021		June 30, 2021			September 30, 2022		June 30, 2022
		(in thousands)					(in thousands)
Assets:	Assets:					Assets:
Specialty Technology Solutions	Specialty Technology Solutions	$	867,909	$	775,704	Specialty Technology Solutions	$	1,059,022	$	1,030,538
Modern Communications & Cloud	Modern Communications & Cloud	892,086		868,752		Modern Communications & Cloud	940,677		906,890
Corporate	Corporate	10,875		27,228		Corporate	613		—

		$	1,770,870	$	1,671,684		$	2,000,312	$	1,937,428
Property and equipment, net by Geography Category:	Property and equipment, net by Geography Category:					Property and equipment, net by Geography Category:
United States and Canada	United States and Canada	$	35,480	$	39,930	United States and Canada	$	31,685	$	32,715
International	International	3,759		2,906		International	5,168		4,762
		$	39,239	$	42,836		$	36,853	$	37,477

(11) Leases

~~Table of Contents~~

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

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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 through fiscal year ~~2024.~~2027. 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 ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021.~~2022.

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 ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021:~~2022:


			December 31, 2021		June 30, 2021				September 30, 2022		June 30, 2022
Operating leases	Operating leases	Balance Sheet location	(in thousands)				Operating leases	Balance Sheet location	(in thousands)
Operating lease right-of-use assets	Operating lease right-of-use assets	Other non-current assets	$	18,649	$	19,246	Operating lease right-of-use assets	Other non-current assets	$	15,184	$	16,217
Current operating lease liabilities	Current operating lease liabilities	Accrued expenses and other current liabilities	$	4,448	$	4,284	Current operating lease liabilities	Accrued expenses and other current liabilities	$	4,533	$	4,499
Long-term operating lease liabilities	Long-term operating lease liabilities	Other long-term liabilities	$	15,659	$	16,550	Long-term operating lease liabilities	Other long-term liabilities	$	11,962	$	13,085

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 ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020.~~2021. Operating lease costs contain immaterial amounts of short-term lease costs for leases with an initial term of 12 months or less.


		Quarter ended December 31,				Six months ended December 31,					Quarter ended September 30,
		2021		2020		2021		2020			2022		2021
		(in thousands)									(in thousands)
Operating lease cost	Operating lease cost	$	1,268	$	1,332	$	2,512	$	2,687	Operating lease cost	$	1,286	$	1,243
Variable lease cost	Variable lease cost	328		273		650		583		Variable lease cost	344		322
		$	1,596	$	1,605	$	3,162	$	3,270		$	1,630	$	1,565

Supplemental cash flow information related to the Company's operating leases for the ~~six months~~quarters ended ~~December 31,~~September 30, 2022 and 2021 ~~and 2020~~ are presented in the table below:


		Six months ended					Quarter ended
		December 31,					September 30,
			2021		2020				2022		2021
		(in thousands)					(in thousands)
Cash paid for amounts in the measurement of lease liabilities	Cash paid for amounts in the measurement of lease liabilities		$	2,652	$	2,602		Cash paid for amounts in the measurement of lease liabilities	$	1,339	$	1,294
Right-of-use assets obtained in exchange for lease obligations	Right-of-use assets obtained in exchange for lease obligations		1,782		—			Right-of-use assets obtained in exchange for lease obligations	111		362

~~Table of Contents~~

The weighted-average remaining lease term and discount rate at ~~December 31, 2021~~September 30, 2022 are presented in the table below:

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	~~December 31, 2021~~September 30, 2022
Weighted-average remaining lease term	~~4.80~~4.17 years
Weighted-average discount rate	~~4.01~~3.99	%

The following table presents the maturities of the Company's operating lease liabilities at ~~December 31, 2021:~~September 30, 2022:


		Operating leases			Operating leases
		(in thousands)			(in thousands)
2022		$	2,708
2023	2023	5,094		2023	$	4,006
2024	2024	4,592		2024	4,543
2025	2025	3,563		2025	3,416
2026	2026	3,029		2026	2,878
2027				2027	2,597
Thereafter	Thereafter	3,346		Thereafter	632
Total future payments	Total future payments	22,332		Total future payments	18,072
Less: amounts representing interest	Less: amounts representing interest	2,225		Less: amounts representing interest	1,577
Present value of lease payments	Present value of lease payments	$	20,107	Present value of lease payments	$	16,495

(12) 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.

The 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, business shutdowns, and limitations of in-person gatherings. The pandemic and these containment measures have had a substantial impact on businesses around the world 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' 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 ~~$3.7 million and $4.0~~$4.1 million at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021, respectively.~~2022.

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 ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021:~~2022:

December 31, 2021 June 30, 2021
Network1
(in thousands)
Assets
Prepaid expenses and other current assets $ 14 $ 16
Other non-current assets $ 3,584 $ 3,998
Liabilities
Accrued expenses and other current liabilities $ 14 $ 16
Other long-term liabilities $ 3,584 $ 3,998

~~Table of Contents~~

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


	September 30, 2022		June 30, 2022
	Network1
	(in thousands)
Assets
Prepaid expenses and other current assets	$	14	$	15
Other non-current assets	$	3,699	$	3,818
Liabilities
Accrued expenses and other current liabilities	$	14	$	15
Other long-term liabilities	$	3,699	$	3,818

(13) ~~Restructuring~~

In July 2020, as part of a strategic review of its organizational structure and operations, the Company announced a global cost reduction and restructuring program. These actions were 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 had 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.

There were no restructuring or severance costs incurred during the quarter and six months ended December 31, 2021. The following table presents the restructuring and severance costs incurred for the quarter and six months ended December 31, 2020:

Quarter ended December 31, 2020 Six months ended December 31, 2020
(in thousands)
Severance and benefit costs $ 374 $ 8,499
Other 110 254
Total restructuring and other charges $ 484 $ 8,753

~~All restructuring costs were recognized in the Corporate reporting unit and were not allocated to the Specialty Technology Solutions or Modern Communications & Cloud segments.~~

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 six months ended December 31, 2021:


	~~Accrued Expenses~~
	~~(in thousands)~~
~~Balance at June 30, 2021~~	$	~~1,199~~
~~Charged to expense~~	—
~~Cash payments~~	~~(943)~~
~~Balance at December 31, 2021~~	$	~~256~~

~~The remaining balance as of December 31, 2021 of $0.3 million, primarily related to Corporate, is expected to be paid through the third quarter of fiscal year 2022.~~

~~(14)~~ Income Taxes

Income taxes for the quarters ended September 30, 2022 and ~~six months ended December 31,~~ 2021 ~~and 2020~~ 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. During the ~~quarters and six months~~quarter ended ~~December 31, 2021,~~September 30, 2022, a discrete net tax benefit of ~~$0.9~~$0.5 million was recorded, which is primarily attributable to ~~excess tax benefits on stock compensation and~~ a notional interest deduction on the net equity of the Company's Brazilian subsidiary. There were no material discrete items during the quarter ended September 30, 2021.

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The Company’s effective tax rate of ~~23.9% and 24.4%~~25.5% for the quarter ~~and six months~~ ended ~~December 31, 2021, respectively,~~September 30, 2022, 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 ~~29.7% and 29.8%~~25.0% for the quarter ~~and six months~~ ended ~~December 31, 2020, respectively.~~September 30, 2021.

As of ~~the quarter ended December 31, 2021,~~September 30, 2022, the Company is not permanently reinvested with respect to all earnings generated by foreign operations. The Company has determined that there is no material deferred tax liability ~~related to~~for federal, state and withholding tax related to undistributed earnings. During the quarter ended ~~December 31, 2021,~~September 30, 2022, foreign subsidiaries repatriated

~~Table of Contents~~

cash of ~~$17.4~~$2.9 million to the United States. There is no certainty to the timing of any future distributions of such earnings to the U.S. in whole or in part.

The Company had approximately ~~$1.2 million and~~ $1.1 million of total gross unrecognized tax benefits at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021, respectively.~~2022. Of this total at ~~December 31, 2021,~~September 30, 2022, approximately $0.9 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 ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, the Company had approximately ~~$1.1~~$1.2 million 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, ~~2016.~~2017.

~~(15)~~(14) 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 were performing below management's expectations. The Company continues 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 businesses. Results from the Divestitures were included within each reportable segment, which includes the Specialty Technology Solutions and Modern Communications & Cloud segments.

During the quarter ended June 30, 2020, the Company recorded a pre-tax loss on sale classification of $88.9 million to reduce the carrying value of the Divestitures to its estimate of fair value (the net proceeds 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 ended September 30, 2020, the Company recorded an additional pre-tax loss on disposal group of $10.7 million. This additional loss was attributable primarily to a reduction in the net proceeds expected to be realized at closing for the Divestitures. During the quarter ended December 31, 2021, the Company received the second and final payment for its businesses in Latin America, outside of Brazil, related to working capital adjustments and in accordance with the Share Purchase Agreement between Intcomex and the Company. The receipt of payment resulted in a gain on disposal group of $0.1 million.

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 also finalized the sale of the Europe and UK business on November 12, 2020. ~~During the quarter ended December 31, 2021, the Company received a final $3.1 million cash payment for the sale of the Latin America business.~~ Total cash received for the sale of divestitures was $37.5 million.

~~Major~~There were no components of net ~~(income)~~income or loss from discontinued operations for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020 were as follows:~~2021.

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Quarter ended December 31, 2021 Quarter ended December 31, 2020 Six months ended December 31, 2021 Six months ended December 31, 2020
(in thousands)
Net sales $ — $ 68,323 $ — $ 213,373
Cost of goods sold — 63,977 — 198,512
Gross profit — 4,346 — 14,861
Selling, general and administrative expenses — 6,378 — 17,291
Operating loss — (2,032) — (2,430)
Interest expense, net — 269 — 394
(Gain) loss on disposal group (100) 23,122 (100) 33,808
Other (income) expense, net — (181) — 310
Income (loss) from discontinued operations before taxes 100 (25,242) 100 (36,942)
Income tax expense — 13 — 17
Net income (loss) from discontinued operations $ 100 $ (25,255) $ 100 $ (36,959)

There were no assets or liabilities classified as held-for-sale in the accompanying consolidated balance sheets at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021.~~2022.

There were no ~~significant non-cash items in the~~ cash flows from discontinued operations for the ~~six~~three months ended ~~December 31,~~September 30, 2022 and 2021.~~Significant non-cash operating items and capital expenditures reflected in the cash~~ ~~flows from discontinued operations for the six months ended December 31, 2020 were as follows:~~

~~Six months ended December 31, 2020~~

~~(in thousands)~~

~~Loss on disposal group~~

~~33,808~~

~~Capital expenditures~~

~~(58)~~

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

Overview

ScanSource is a leading hybrid distributor connecting devices to the cloud and accelerating growth for partners across hardware, ~~software,~~SaaS, connectivity and cloud. We provide technology solutions and services from more than 500 leading suppliers of mobility and barcode, ~~point-of-sale (POS),~~POS and payments, physical security ~~unified~~and networking, communications and collaboration, ~~(UCaaS, CCaaS), telecom~~connectivity and cloud services to our ~~more than~~approximately 30,000 sales partners located in the United States, Canada, Brazil, the UK and Europe.

We operate our business under a management structure that enhances our technology focus and hybrid distribution growth strategy. During the quarter ended September 30, 2021, we aligned technologies with our hybrid distribution growth strategy and renamed our operating segments. With this change, we moved some North American business with communications and collaborations solutions to the Modern Communications & Cloud segment. Our segments operate in the United States, Canada, Brazil and the ~~UK:~~UK and consist of the following:

•Specialty Technology Solutions

•Modern Communications & Cloud

We sell hardware, ~~software,~~SaaS, connectivity and cloud solutions and services through channel partners to end-customers. We operate distribution facilities that support our United States and Canada business in Mississippi, California and Kentucky. Brazil distribution facilities are located in the Brazilian states of Paraná, Espirito Santo and Santa Catarina. We provide some of our digital products, which include ~~Software as a Service (“SaaS”)~~SaaS and subscriptions, through our digital tools and platforms.

Our key suppliers include 8x8, ~~ACC Business,~~ AT&T, Aruba/HPE, ~~AudioCodes,~~ Avaya, Axis, ~~Barco, Bematech,~~ Cisco, Comcast Business, Datalogic, Dell, Elo, Epson, Equinix, Extreme, F5, Five9, Fortinet, Genesys, Granite, GTT, Hanwha, Honeywell, ~~HID,~~ Ingenico, ~~Intrado,~~ Jabra, ~~LogMeIn,~~ Lumen, ~~March Networks, Masergy,~~ Microsoft, MetTel, Mitel, NCR, NICE ~~inContact, Oracle, Palo Alto, Panasonic,~~CXone, Poly, RingCentral, ~~Spectralink,~~ Spectrum, Toshiba Global Commerce Solutions, Trend Micro, Ubiquiti, Verifone, Verizon, VMWare, Windstream, Zebra Technologies and Zoom.

~~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.~~Recent Developments

Impact of ~~COVID-19 on our Business~~the Macroeconomic Environment, Including Inflation and Supply Chain Constraints

The ~~spread~~macroeconomic environment, including the economic impacts 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, business shutdowns, and limitations of in-person gatherings. The pandemic and these containment measures have had a substantial impact on businesses around the world and on global, regional and national economies, including labor shortages and heightened supply chain constraints, rising interest rates and inflation continues to create significant uncertainty and may adversely affect our consolidated results of operations. We are actively monitoring changes to the global macroeconomic environment and assessing the potential impacts these challenges along with an increase in e-commerce. More scheduled deals in this quarter pushed out as a result of the supply constrained environment. We cannot predict the continued impact of the pandemic, including the impact of the proposed U.S. vaccine mandate, and the degree to whichmay have on our ~~business and~~financial condition, results of operations ~~may be affected.~~

~~Our top priority is protecting~~and liquidity. We are also mindful of the ~~health~~potential impact these conditions could have on our customers and safety of our employees. We have teams monitoring the evolving situation and recommending risk mitigation actions. All of our distribution facilities have remained open and operational throughout the pandemic. Our employees are committed to providing the high level of customer service our partners have grown to expect from us in order to achieve positive results.suppliers.

In ~~July 2020,~~spite of these challenges and uncertainties, we announced actions to address the business impacts of the COVID-19 pandemic and prepare for our next phase of growth. These actions included a $30 million annualized expense reduction plan. These actions were designed to better align the cost structure for our wholesale distribution business with lower sales volumes as a result of the COVID-19 pandemic. As part of the plan,believe we have ~~continued~~managed the supply chain requirements of our customers and suppliers effectively to ~~invest in~~date. While we are unable to predict the ultimate impact these factors will have on our ~~higher growth agency~~ business, ~~Intelisys. Strong growth for~~certain technologies have benefited from the ~~Intelisys~~widespread adoption to a work-from-anywhere business ~~has continued, even with~~model, as well as the ~~COVID-19 pandemic.~~accelerated shift to digitize and automate processes.

Our Strategy

~~Table~~Our strategy is to drive sustainable, profitable growth by orchestrating hybrid technology solutions through a growing ecosystem of ~~Contents~~

~~We rely~~partners leveraging our people, processes and tools. Our goal is to provide exceptional experiences for our partners, suppliers and employees, and we strive for operational excellence. Our hybrid distribution strategy relies on a channel sales model ~~using a hybrid distribution strategy~~ to offer hardware, ~~software,~~SaaS, connectivity and cloud services from leading technology suppliers to sales partners that solve ~~end customers'~~end-customers’ challenges. ScanSource enables sales partners to deliver solutions for their customers to address changing end-customer buying and consumption patterns. Through our digital tools and platforms, we 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~~customized solutions through ~~a better~~our strong understanding of end-customer needs. We drive growth through enhancing our sales partners' capabilities to provide hardware, software, connectivity and cloud 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.

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Results of Operations

Net Sales

We have two reportable segments, which are based on technology. The following tables summarize our net sales results by ~~technology~~business segment and by geographic location for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020:~~2021:


		Quarter ended December 31,								% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)			Quarter ended September 30,								% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Segment:	Net Sales by Segment:	2021		2020		$ Change		% Change				Net Sales by Segment:	2022		2021		$ Change		% Change
		(in thousands)											(in thousands)
Specialty Technology Solutions	Specialty Technology Solutions	$	496,920	$	455,248	$	41,672	9.2	%	9.4	%	Specialty Technology Solutions	$	576,329	$	501,711	$	74,618	14.9	%	14.9	%
Modern Communications & Cloud	Modern Communications & Cloud	367,431		355,649		11,782		3.3	%	3.9	%	Modern Communications & Cloud	367,484		355,872		11,612		3.3	%	3.4	%
Total net sales	Total net sales	$	864,351	$	810,897	$	53,454	6.6	%	7.0	%	Total net sales	$	943,813	$	857,583	$	86,230	10.1	%	10.1	%

		Six months ended December 31,								% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
		2021		2020		$ Change		% Change
		(in thousands)
Specialty Technology Solutions		$	998,630	$	864,026	$	134,604	15.6	%	15.6	%
Modern Communications & Cloud		723,032		704,212		18,820		2.7	%	2.7	%
Total net sales		$	1,721,662	$	1,568,238	$	153,424	9.8	%	9.8	%

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

Specialty Technology Solutions

The Specialty Technology Solutions segment consists of sales to customers in North America and Brazil. For the quarter ~~and six months~~ ended ~~December 31, 2021,~~September 30, 2022, net sales for the Specialty Technology Solutions segment increased ~~$41.7~~$74.6 million, or ~~9.2%~~14.9%, ~~and $134.6 million, or 15.6%, respectively,~~ compared to the prior-year periods. Excluding the foreign exchange negative impact, adjusted net sales increased $42.7 million, or 9.4%, for the quarter ended December 31, 2021 and $135.1 million, or 15.6% for the six months ended December 31, 2021 compared to the prior-year periods.period. The increase in net sales ~~and adjusted net sales~~ for the quarter ~~and six months periods~~ is primarily due to ~~broad-based demand~~strong growth across ~~our~~ technologies in North America.

Modern Communications & Cloud

The Modern Communications & Cloud segment consists of sales to customers in North America, Brazil, Europe and the UK. For the quarter ended ~~December 31, 2021,~~September 30, 2022, net sales for the Modern Communications & Cloud segment increased ~~$11.8~~$11.6 million, or 3.3% ~~compared to the prior-year quarter.~~. Excluding the foreign exchange negative impact, adjusted net sales increased $12.2 million, or 3.4%, for the quarter ended ~~December 31, 2021 increased $13.7 million, or 3.9%, from~~September 30, 2022 compared to the prior-year ~~quarter.~~period. The increase in net sales and adjusted net sales ~~reflects~~for the ~~shift~~quarter is primarily due to ~~cloud and subscriptions.~~increased demand for our communications solutions. For ~~the~~our Intelisys business, ~~second quarter 2022~~ net sales for the first quarter of fiscal year 2023 increased ~~14.1%~~7.0% year-over-year.

~~For the six months ended December 31, 2021, net sales and adjusted net sales increased $18.8 million, or 2.7%, primarily from increases in sales volume in Brazil.~~

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		Quarter ended December 31,								% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)			Quarter ended September 30,								% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Geography:	Net Sales by Geography:	2021		2020		$ Change		% Change				Net Sales by Geography:	2022		2021		$ Change		% Change
		(in thousands)											(in thousands)
United States and Canada	United States and Canada	$	773,932	$	720,004	$	53,928	7.5	%	7.5	%	United States and Canada	$	859,538	$	769,771	$	89,767	11.7	%	11.7	%
International	International	90,419		90,893		(474)		(0.5)	%	2.7	%	International	84,275		87,812		(3,537)		(4.0)	%	(3.3)	%
Total net sales	Total net sales	$	864,351	$	810,897	$	53,454	6.6	%	7.0	%	Total net sales	$	943,813	$	857,583	$	86,230	10.1	%	10.1	%

		Six months ended December 31,								% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
		2021		2020		$ Change		% Change
		(in thousands)
United States and Canada		$	1,543,431	$	1,403,607	$	139,824	10.0	%	10.0	%
International		178,231		164,631		13,600		8.3	%	8.6	%
Total net sales		$	1,721,662	$	1,568,238	$	153,424	9.8	%	9.8	%

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

Gross Profit

Table of Contents

The following ~~tables summarize~~table summarizes our gross profit for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020:~~2021:


		Quarter ended December 31,								% of Net Sales December 31,					Quarter ended September 30,								% of Net Sales September 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021
		(in thousands)													(in thousands)
Specialty Technology Solutions	Specialty Technology Solutions	$	52,048	$	38,612	$	13,436	34.8	%	10.5	%	8.5	%	Specialty Technology Solutions	$	58,404	$	45,694	$	12,710	27.8	%	10.1	%	9.1	%
Modern Communications & Cloud	Modern Communications & Cloud	55,877		47,431		8,446		17.8	%	15.2	%	13.3	%	Modern Communications & Cloud	55,081		55,878		(797)		(1.4)	%	15.0	%	15.7	%
Gross profit	Gross profit	$	107,925	$	86,043	$	21,882	25.4	%	12.5	%	10.6	%	Gross profit	$	113,485	$	101,572	$	11,913	11.7	%	12.0	%	11.8	%

		Six months ended December 31,								% of Net Sales December 31,
		2021		2020		$ Change		% Change		2021		2020
		(in thousands)
Specialty Technology Solutions		$	97,742	$	73,277	$	24,465	33.4	%	9.8	%	8.5	%
Modern Communications & Cloud		111,483		93,546		17,937		19.2	%	15.4	%	13.3	%
Gross profit		$	209,225	$	166,823	$	42,402	25.4	%	12.2	%	10.6	%

Our gross profit is primarily affected by sales volume and gross margin mix. Gross margin mix is impacted by multiple factors, which include sales mix (proportion of sales of higher margin products or services relative to total sales), vendor program recognition (consisting of volume rebates, inventory price changes and purchase discounts) and freight costs. Increases in vendor program recognition decrease cost of goods sold, thereby increasing gross profit. Net sales derived from our Intelisys business contribute 100% to our gross profit dollars and margin as they have no associated cost of goods sold.

Specialty Technology Solutions

~~Gross~~For the quarter ended September 30, 2022, gross profit dollars ~~and gross profit margin~~ for the Specialty Technology Solutions segment increased ~~for~~$12.7 million, or 27.8%. Higher sales volume, after considering the associated cost of goods sold, contributed $6.8 million to the growth of gross profit dollars. Gross margin mix positively impacted gross profit by $5.9 million, largely from a more favorable sales mix. For the quarter ~~and six months~~ ended ~~December 31, 2021, primarily from higher sales volume, sales mix and higher supplier sales incentives, compared to~~September 30, 2022, the gross profit margin increased 103 basis points over the prior-year ~~periods.~~to 10.1%.

Modern Communications & Cloud

~~Gross profit dollars and gross profit margin increased for~~For thequarter ended September 30, 2022, the Modern Communications & Cloud segment ~~for thequarter and six months ended December 31, 2021, primarily from higher~~gross profit decreased by $0.8 million, or 1.4%. Higher sales volume, ~~and~~after considering the associated cost of goods sold, positively contributed $1.8 million to gross profit dollars. Gross margin mix negatively impacted gross profit by $2.6 million, largely driven by a less favorable sales ~~mix,~~mix. For the quarter ended September 30, 2022, the gross profit margin decreased 71 basis points compared to the prior-year ~~periods.~~to 15.0%.

Operating Expenses

~~Table of Contents~~

The following ~~tables summarize~~table summarizes our operating expenses for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020:~~2021:


		Quarter ended December 31,								% of Net Sales December 31,					Quarter ended September 30,								% of Net Sales September 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021
		(in thousands)													(in thousands)
Selling, general and administrative expenses	Selling, general and administrative expenses	$	69,433	$	60,470	$	8,963	14.8	%	8.0	%	7.5	%	Selling, general and administrative expenses	$	71,593	$	63,854	$	7,739	12.1	%	7.6	%	7.4	%
Depreciation expense	Depreciation expense	2,547		3,097		(550)		(17.8)	%	0.3	%	0.4	%	Depreciation expense	2,763		2,880		(117)		(4.1)	%	0.3	%	0.3	%
Intangible amortization expense	Intangible amortization expense	4,447		4,862		(415)		(8.5)	%	0.5	%	0.6	%	Intangible amortization expense	4,241		4,510		(269)		(6.0)	%	0.4	%	0.5	%
Restructuring and other charges		—		484		(484)		(100.0)	%	0.0	%	0.1	%

Operating expenses	Operating expenses	$	76,427	$	68,913	$	7,514	10.9	%	8.8	%	8.5	%	Operating expenses	$	78,597	$	71,244	$	7,353	10.3	%	8.3	%	8.3	%

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

Selling, general and administrative expenses		$	133,016	$	122,580	$	10,436	8.5	%	7.7	%	7.8	%
Depreciation expense		5,427		6,494		(1,067)		(16.4)	%	0.3	%	0.4	%
Intangible amortization expense		8,956		9,716		(760)		(7.8)	%	0.5	%	0.6	%
Restructuring and other charges		—		8,753		(8,753)		(100.0)	%	0.0	%	0.6	%
Change in fair value of contingent consideration		—		516		(516)		(100.0)	%	0.0	%	0.0	%
Operating expenses		$	147,399	$	148,059	$	(660)	(0.4)	%	8.6	%	9.4	%

Selling, general and administrative expenses ("SG&A") increased ~~$9.0 million and $10.4~~$7.7 million for the quarter ~~and six months~~ ended ~~December 31, 2021, respectively,~~September 30, 2022 compared to the prior-year ~~periods.~~period. The increase is primarily attributable to higher employee ~~costs and a charge to bad debt expense.~~

Restructuring and other charges incurred of $0.5 million and $8.8 million for the quarter and six months ended December 31, 2020, respectively, primarily relate to employee severance and benefit costs in connection with our expense reduction plan implemented at the end of July 2020.

We recorded expense of $0.5 million for the change in fair value of contingent consideration for the six months ended December 31, 2020, all of which relates to Intelisys. The final Intelisys earnout payment was paid in October 2020.costs.

Operating Income

The following ~~tables summarize~~table summarizes our operating income for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020:~~2021:

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		Quarter ended December 31,								% of Net Sales December 31,					Quarter ended September 30,								% of Net Sales September 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021
		(in thousands)													(in thousands)
Specialty Technology Solutions	Specialty Technology Solutions	$	16,551	$	7,161	$	9,390	131.1	%	3.3	%	1.6	%	Specialty Technology Solutions	$	21,852	$	14,104	$	7,748	54.9	%	3.8	%	2.8	%
Modern Communications & Cloud	Modern Communications & Cloud	14,894		11,813		3,081		26.1	%	4.1	%	3.3	%	Modern Communications & Cloud	13,036		16,307		(3,271)		(20.1)	%	3.5	%	4.6	%
Corporate	Corporate	53		(1,844)		1,897		nm*		nm*		nm*		Corporate	—		(83)		83		nm*		nm*		nm*
Operating income	Operating income	$	31,498	$	17,130	$	14,368	83.9	%	3.6	%	2.1	%	Operating income	$	34,888	$	30,328	$	4,560	15.0	%	3.7	%	3.5	%

		Six months ended December 31,								% of Net Sales December 31,
		2021		2020		$ Change		% Change		2021		2020
		(in thousands)
Specialty Technology Solutions		$	30,655	$	8,845	$	21,810	246.6	%	3.1	%	1.0	%
Modern Communications & Cloud		31,201		20,529		10,672		52.0	%	4.3	%	2.9	%
Corporate		(30)		(10,610)		10,580		nm*		nm*		nm*
Operating income		$	61,826	$	18,764	$	43,062	229.5	%	3.6	%	1.2	%

*nm - percentages are not meaningful

Specialty Technology Solutions

For the Specialty Technology Solutions segment, operating income increased ~~$9.4 million and $21.8~~$7.7 million for the quarter ~~and six months~~ ended ~~December 31, 2021, respectively,~~September 30, 2022 compared to the prior-year period. Operating margin increased to ~~3.3% and 3.1%~~3.8% for the quarter ~~and six months~~ ended ~~December 31, 2021, respectively.~~September 30, 2022. The increase in operating income and margin for ~~both~~ the quarter ~~and six month period~~ is primarily due to higher gross profits.

Modern Communications & Cloud

For the Modern Communications & Cloud segment, operating income ~~increased $3.1 million and $10.7~~decreased $3.3 million for the quarter ~~and six months~~ ended ~~December 31, 2021, respectively,~~September 30, 2022, compared to the prior-year ~~periods.~~period. Operating margin ~~increased~~decreased to ~~4.1% and 4.3%~~3.5% for the quarter ~~and six months~~ ended ~~December 31, 2021, respectively.~~September 30, 2022. The ~~increase~~decrease in operating income and ~~operating~~ margin for the quarter ~~and six months~~ is primarily due to higher ~~gross profits.~~employee costs.

Corporate

Corporate recognized ~~a less than $0.1 million gain against~~no restructuring or divestiture ~~expense~~expenses for the quarter ended ~~December 31, 2021,~~September 30, 2022, compared to ~~$1.4~~$0.1 million ~~divestiture expense incurred~~ in the prior-year quarter. ~~Corporate also incurred $0.5 million in restructuring expense in the prior-year quarter.~~

Corporate incurred less than $0.1 million in divestiture expenses for the six months ended December 31, 2021, compared to $1.9 million and $8.8 million in restructuring and divestiture expenses, respectively, for the six months ended December 31, 2020.

Total Other (Income) Expense

The following ~~tables summarize~~table summarizes our total other (income) expense for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020:~~

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Quarter ended December 31, % of Net Sales December 31,
2021 2020 $ Change % Change 2021 2020
(in thousands)
Interest expense $ 1,493 $ 1,796 $ (303) (16.9) % 0.2 % 0.2 %
Interest income (947) (531) (416) (78.3) % (0.1) % (0.1) %
Net foreign exchange losses 480 381 99 26.0 % 0.1 % 0.0 %
Other, net 63 (260) 323 124.2 % 0.0 % (0.0) %
Total other expense, net $ 1,089 $ 1,386 $ (297) (21.4) % 0.1 % 0.2 %
Six months ended December 31, % of Net Sales December 31,
2021 2020 $ Change % Change 2021 2020
(in thousands)
Interest expense $ 3,153 $ 3,709 $ (556) (15.0) % 0.2 % 0.2 %
Interest income (1,973) (1,011) (962) 95.2 % (0.1) % (0.1) %
Net foreign exchange losses 966 819 147 17.9 % 0.1 % 0.1 %
Other, net (159) (335) 176 (52.5) % (0.0) % (0.0) %
Total other expense, net $ 1,987 $ 3,182 $ (1,195) (37.6) % 0.1 % 0.2 %
2021:


	Quarter ended September 30,								% of Net Sales September 30,
	2022		2021		$ Change		% Change		2022		2021
	(in thousands)
Interest expense	$	3,448	$	1,660	$	1,788	107.7	%	0.4	%	0.2	%
Interest income	(1,589)		(1,026)		(563)		(54.9)	%	(0.2)	%	(0.1)	%
Net foreign exchange losses	922		485		437		90.1	%	0.1	%	0.1	%
Other, net	(176)		(222)		46		20.7	%	(0.0)	%	(0.0)	%
Total other expense, net	$	2,605	$	897	$	1,708	190.4	%	0.3	%	0.1	%

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~~increased for the quarter ~~and six months~~ ended ~~December 31, 2021~~September 30, 2022 compared to the prior-year, ~~periods, principally~~primarily from ~~lower borrowing~~higher borrowings and increases in interest rates on our multi-currency revolving credit ~~facility due to a more favorable leverage ratio achieved.~~facility.

Interest income for the quarter ~~and six months~~ ended ~~December 31, 2021~~September 30, 2022 was generated on interest-bearing customer receivables ~~and interest earned on cash and cash equivalents. Interest income increased for the quarter and six months ended December 31, 2021 compared to the prior-year periods,~~ principally ~~from higher interest earned on cash and cash equivalents~~ in Brazil.

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, ~~and~~the U.S. dollar versus the euro, the British pound versus the euro, the Canadian dollar versus the U.S. dollar and other currencies versus the U.S. dollar. We partially offset foreign currency

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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 six months~~ ended ~~December 31, 2021,~~September 30, 2022, income tax expense was ~~$7.3~~$8.2 million ~~and $14.6 million, respectively,~~ reflecting an effective tax rate of ~~23.9% and 24.4%, respectively.~~25.5%. In comparison, for the quarter ~~and~~ ~~six months~~ ended ~~December 31, 2020,~~September 30, 2021, income tax expense ~~totaled $4.7~~was $7.4 million, ~~and $4.6 million, respectively,~~ reflecting an effective tax rate of ~~29.7% and 29.8%, respectively.~~25.0%. The ~~decrease~~increase in the effective tax rate for the quarter is primarily due to an increase in ~~forecasted tax-exempt income~~non-deductible expenses and ~~for~~a decrease in creditable foreign taxes compared to the prior-year quarter. A discrete tax benefit of $0.5 million was recognized in the September 30, 2022 quarter, primarily attributable to the ~~benefit from discrete items.~~notional interest deduction on the net equity of the Company's Brazilian subsidiary. We expect the effective tax rate, excluding discrete items, for fiscal year ~~2022~~2023 to be approximately ~~24.5%~~26.4% to ~~25.5%~~27.4%. See Note 1413 - 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; adjusted earnings before interest expense, income taxes, depreciation, and amortization ("adjusted EBITDA"); adjusted return on invested capital ("adjusted ROIC"); and ~~"constant~~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.

Adjusted Return on Invested Capital

Adjusted 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 adjusted ROIC provides useful information to investors and is an additional relevant comparison of our performance during the year.

Adjusted EBITDA starts with net income and adds back interest expense, income tax expense, depreciation expense, amortization of intangible assets, share-based compensation expense, changes in fair value of contingent ~~considerations,~~consideration, and other non-GAAP adjustments. ~~Effective with the first quarter of fiscal year 2022, non-cash share-based compensation expense is also added back in calculating adjusted EBITDA.~~ Since adjusted EBITDA excludes some non-cash costs of investing in our business and people, we believe that adjusted EBITDA shows the profitability from our business operations more clearly. ~~The presentation for adjusted EBITDA for all periods presented has been recast to reflect this change to enhance comparability between periods.~~

We calculate adjusted ROIC as 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 adjusted ROIC for the quarters ended ~~December 31,~~September 30, 2022 and 2021, ~~and 2020,~~ respectively:

Quarter ended December 31,
2021 2020
Return on invested capital ratio, annualized (a)
17.6 % 13.3 %


	Quarter ended September 30,
	2022		2021
Adjusted return on invested capital ratio, annualized (a)	15.6	%	17.5	%

(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 92 days in the current and prior-year quarter.

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

Quarter ended December 31,
2021 2020
(in thousands)
Reconciliation of net income to adjusted EBITDA:
Net income from continuing operations (GAAP) $ 23,152 $ 11,061
Plus: Interest expense 1,493 1,796
Plus: Income taxes 7,257 4,683
Plus: Depreciation and amortization 7,229 8,349
EBITDA (non-GAAP) 39,131 25,889
Plus: Share-based compensation 3,464 2,006
Plus: Acquisition and divestiture costs (a)
(53) 1,360
Plus: Restructuring costs — 484
Adjusted EBITDA (numerator for ROIC) (non-GAAP) $ 42,542 $ 29,739

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Quarter ended December 31,
2021 2020
(in thousands)
Invested capital calculations:
Equity – beginning of the quarter $ 746,094 $ 671,227
Equity – end of the quarter 768,525 682,139
Plus: Share-based compensation, net 2,590 1,510
Plus: Acquisition and divestiture costs (a)
(53) 1,360
Plus: Restructuring, net — 366
Plus: Discontinued operations net (income) loss (100) 25,255
Average equity 758,528 690,929
Average funded debt (b)
200,708 198,620
Invested capital (denominator for ROIC) (non-GAAP) $ 959,236 $ 889,549


	Quarter ended September 30,
	2022		2021
	(in thousands)
Reconciliation of net income to adjusted EBITDA:
Net income (GAAP)	$	24,042	$	22,073
Plus: Interest expense	3,448		1,660
Plus: Income taxes	8,241		7,358
Plus: Depreciation and amortization	7,228		7,650
EBITDA (non-GAAP)	42,959		38,741


Plus: Share-based compensation	2,316		2,570
Plus: Acquisition and divestiture costs (a)	—		83


Adjusted EBITDA (numerator for adjusted ROIC) (non-GAAP)	$	45,275	$	41,394


	Quarter ended September 30,
	2022		2021
	(in thousands)
Invested capital calculations:
Equity – beginning of the quarter	$	806,528	$	731,191
Equity – end of the quarter	827,004		746,094

Plus: Share-based compensation, net	1,718		1,922
Plus: Acquisition and divestiture costs (a)	—		83




Average equity	817,625		739,645
Average funded debt (b)	336,428		197,406
Invested capital (denominator for adjusted ROIC) (non-GAAP)	$	1,154,053	$	937,051

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

(b)Average funded debt 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~~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.~~acquisitions. Below we show organic growth by providing a non-GAAP reconciliation of net sales in constant currency, excluding ~~Divestitures:~~acquisitions:

Net Sales by Segment:
Quarter ended December 31,
2021 2020 $ Change % Change
Specialty Technology Solutions: (in thousands)
Net sales, reported $ 496,920 $ 455,248 $ 41,672 9.2 %
Foreign exchange impact (a)
1,011 —
Non-GAAP net sales, constant currency $ 497,931 $ 455,248 $ 42,683 9.4 %
Modern Communications & Cloud:
Net sales, reported $ 367,431 $ 355,649 $ 11,782 3.3 %
Foreign exchange impact (a)
1,961 —
Non-GAAP net sales, constant currency $ 369,392 $ 355,649 $ 13,743 3.9 %
Consolidated:
Net sales, reported $ 864,351 $ 810,897 $ 53,454 6.6 %
Foreign exchange impact (a)
2,972 —
Non-GAAP net sales, constant currency $ 867,323 $ 810,897 $ 56,426 7.0 %

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Net Sales by Segment:
	Quarter ended September 30,
	2022		2021		$ Change		% Change
Specialty Technology Solutions:	(in thousands)


Net sales, reported	$	576,329	$	501,711	$	74,618	14.9	%
Foreign exchange impact (a)	60		—

Non-GAAP net sales, constant currency	$	576,389	$	501,711	$	74,678	14.9	%

Modern Communications & Cloud:


Net sales, reported	$	367,484	$	355,872	$	11,612	3.3	%
Foreign exchange impact (a)	613		—

Non-GAAP net sales, constant currency	$	368,097	$	355,872	$	12,225	3.4	%

Consolidated:


Net sales, reported	$	943,813	$	857,583	$	86,230	10.1	%
Foreign exchange impact (a)	673		—

Non-GAAP net sales, constant currency	$	944,486	$	857,583	$	86,903	10.1	%

(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 ~~December 31, 2021~~September 30, 2022 into U.S. dollars using the average foreign exchange rates for the quarter ended ~~December 31, 2020.~~September 30, 2021.


Net Sales by Geography:
	Quarter ended September 30,
	2022		2021		$ Change		% Change
United States and Canada:	(in thousands)
Net sales, as reported	$	859,538	$	769,771	$	89,767	11.7	%



International:
Net sales, reported	$	84,275	$	87,812	$	(3,537)	(4.0)	%
Foreign exchange impact (a)	673		—

Non-GAAP net sales, constant currency	$	84,948	$	87,812	$	(2,864)	(3.3)	%

Consolidated:
Net sales, reported	$	943,813	$	857,583	$	86,230	10.1	%
Foreign exchange impact (a)	673		—

Non-GAAP net sales, constant currency	$	944,486	$	857,583	$	86,903	10.1	%

(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, 2022 into U.S. dollars using the average foreign exchange rates for the quarter ended September 30, 2021.

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Net Sales by Segment:
Six months ended December 31,
2021 2020 $ Change % Change
Specialty Technology Solutions (in thousands)
Net sales, reported $ 998,630 $ 864,026 $ 134,604 15.6 %
Foreign exchange impact (a)
543 —
Non-GAAP net sales, constant currency $ 999,173 $ 864,026 $ 135,147 15.6 %
Modern Communications & Cloud
Net sales, reported $ 723,032 $ 704,212 $ 18,820 2.7 %
Foreign exchange impact (a)
(8) —
Non-GAAP net sales, constant currency $ 723,024 $ 704,212 $ 18,812 2.7 %
Consolidated:
Net sales, reported $ 1,721,662 $ 1,568,238 $ 153,424 9.8 %
Foreign exchange impact (a)
535 —
Non-GAAP net sales, constant currency $ 1,722,197 $ 1,568,238 $ 153,959 9.8 %
(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 six months ended December 31, 2021 into U.S. dollars using the average foreign exchange rates for the six months ended December 31, 2020.



Operating Income by Segment:
	Quarter ended September 30,								% of Net Sales September 30,
	2022		2021		$ Change		% Change		2022		2021
Specialty Technology Solutions:	(in thousands)
GAAP operating income	$	21,852	$	14,104	$	7,748	54.9	%	3.8	%	2.8	%
Adjustments:
Amortization of intangible assets	1,341		1,531		(190)




Non-GAAP operating income	$	23,193	$	15,635	$	7,558	48.3	%	4.0	%	3.1	%

Modern Communications & Cloud:
GAAP operating income	$	13,036	$	16,307	$	(3,271)	(20.1)	%	3.5	%	4.6	%
Adjustments:
Amortization of intangible assets	2,900		2,979		(79)





Non-GAAP operating income	$	15,936	$	19,286	$	(3,350)	(17.4)	%	4.3	%	5.4	%

Corporate:
GAAP operating loss	$	—	$	(83)	$	83	nm*		nm*		nm*
Adjustments:
Acquisition and divestiture costs	—		83		(83)


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

Consolidated:
GAAP operating income	$	34,888	$	30,328	$	4,560	15.0	%	3.7	%	3.5	%
Adjustments:
Amortization of intangible assets	4,241		4,510		(269)


Acquisition and divestiture costs	—		83		(83)



Non-GAAP operating income	$	39,129	$	34,921	$	4,208	12.1	%	4.1	%	4.1	%

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Net Sales by Geography:
Quarter ended December 31,
2021 2020 $ Change % Change
United States and Canada: (in thousands)
Net sales, as reported $ 773,932 $ 720,004 $ 53,928 7.5 %
International:
Net sales, reported $ 90,419 $ 90,893 $ (474) (0.5) %
Foreign exchange impact (a)
2,972 —
Non-GAAP net sales, constant currency $ 93,391 $ 90,893 $ 2,498 2.7 %
Consolidated:
Net sales, reported $ 864,351 $ 810,897 $ 53,454 6.6 %
Foreign exchange impact (a)
2,972 —
Non-GAAP net sales, constant currency $ 867,323 $ 810,897 $ 56,426 7.0 %
(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 December 31, 2021 into U.S. dollars using the average foreign exchange rates for the quarter ended December 31, 2020.
Six months ended December 31,
2021 2020 $ Change % Change
United States and Canada: (in thousands)
Net sales, as reported $ 1,543,431 $ 1,403,607 $ 139,824 10.0 %
International:
Net sales, reported $ 178,231 $ 164,631 $ 13,600 8.3 %
Foreign exchange impact (a)
535 —
Non-GAAP net sales, constant currency $ 178,766 $ 164,631 $ 14,135 8.6 %
Consolidated:
Net sales, reported $ 1,721,662 $ 1,568,238 $ 153,424 9.8 %
Foreign exchange impact (a)
535 —
Non-GAAP net sales, constant currency $ 1,722,197 $ 1,568,238 $ 153,959 9.8 %
(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 six months ended December 31, 2021 into U.S. dollars using the average foreign exchange rates for the six months ended December 31, 2020.

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Operating Income by Segment:
Quarter ended December 31, % of Net Sales December 31,
2021 2020 $ Change % Change 2021 2020
Specialty Technology Solutions: (in thousands)
GAAP operating income $ 16,551 $ 7,161 $ 9,390 131.1 % 3.3 % 1.6 %
Adjustments:
Amortization of intangible assets 1,491 1,610 (119)
Non-GAAP operating income $ 18,042 $ 8,771 $ 9,271 105.7 % 3.6 % 1.9 %
Modern Communications & Cloud:
GAAP operating income $ 14,894 $ 11,813 $ 3,081 26.1 % 4.1 % 3.3 %
Adjustments:
Amortization of intangible assets 2,956 3,252 (296)
Non-GAAP operating income $ 17,850 $ 15,065 $ 2,785 18.5 % 4.9 % 4.2 %
Corporate:
GAAP operating income (loss) $ 53 $ (1,844) $ 1,897 nm* nm* nm*
Adjustments:
Acquisition and divestiture costs (53) 1,360 (1,413)
Restructuring costs — 484 (484)
Non-GAAP operating income $ — $ — $ — nm* nm* nm*
Consolidated:
GAAP operating income $ 31,498 $ 17,130 $ 14,368 83.9 % 3.6 % 2.1 %
Adjustments:
Amortization of intangible assets 4,447 4,862 (415)
Acquisition and divestiture costs (53) 1,360 (1,413)
Restructuring costs — 484 (484)
Non-GAAP operating income $ 35,892 $ 23,836 $ 12,056 50.6 % 4.2 % 2.9 %

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Operating Income by Segment:
Six months ended December 31, % of Net Sales December 31,
2021 2020 $ Change % Change 2021 2020
Specialty Technology Solutions: (in thousands)
GAAP operating income $ 30,655 $ 8,845 $ 21,810 246.6 % 3.1 % 1.0 %
Adjustments:
Amortization of intangible assets 3,023 3,220 (197)
Non-GAAP operating income $ 33,678 $ 12,065 $ 21,613 179.1 % 3.4 % 1.4 %
Modern Communications & Cloud:
GAAP operating income $ 31,201 $ 20,529 $ 10,672 52.0 % 4.3 % 2.9 %
Adjustments:
Amortization of intangible assets 5,933 6,496 (563)
Change in fair value of contingent consideration — 516 (516)
Non-GAAP operating income $ 37,134 $ 27,541 $ 9,593 34.8 % 5.1 % 3.9 %
Corporate:
GAAP operating loss $ (30) $ (10,610) $ 10,580 nm* nm* nm*
Adjustments:
Acquisition and divestiture costs 30 1,857 (1,827)
Restructuring costs — 8,753 (8,753)
Non-GAAP operating income $ — $ — $ — nm* nm* nm*
Consolidated:
GAAP operating income $ 61,826 $ 18,764 $ 43,062 229.5 % 3.6 % 1.2 %
Adjustments:
Amortization of intangible assets 8,956 9,716 (760)
Change in fair value of contingent consideration — 516 (516)
Acquisition and divestiture costs 30 1,857 (1,827)
Restructuring costs — 8,753 (8,753)
Non-GAAP operating income 70,812 39,606 $ 31,206 78.8 % 4.1 % 2.5 %

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~~Income Statement~~Additional 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,~~SG&A expenses, 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 December 31, 2021
GAAP Measure Intangible amortization expense Acquisition and divestiture costs Restructuring costs Non-GAAP measure
(in thousands, except per share data)
Net sales $ 864,351 $ — $ — $ — $ 864,351
Gross profit 107,925 — — — 107,925
Operating income 31,498 4,447 (53) — 35,892
Other expense, net 1,089 — — — 1,089
Pre-tax income 30,409 4,447 (53) — 34,803
Net income 23,152 3,347 (53) — 26,446
Diluted EPS $ 0.89 $ 0.13 $ — $ — $ 1.02
Quarter ended December 31, 2020
GAAP Measure Intangible amortization expense Acquisition and divestiture costs Restructuring costs Non-GAAP measure
(in thousands, except per share data)
Net sales $ 810,897 $ — $ — $ — $ 810,897
Gross profit 86,043 — — — 86,043
Operating income 17,130 4,862 1,360 484 23,836
Other expense, net 1,386 — — — 1,386
Pre-tax income 15,744 4,862 1,360 484 22,450
Net income 11,061 3,682 1,360 366 16,469
Diluted EPS $ 0.43 $ 0.15 $ 0.06 $ 0.01 $ 0.65
Six months ended December 31, 2021
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 $ 1,721,662 $ — $ — $ — $ — $ 1,721,662
Gross profit 209,225 — — — — 209,225
Operating income 61,826 8,956 — 30 — 70,812
Other expense, net 1,987 — — — — 1,987
Pre-tax income 59,839 8,956 — 30 — 68,825
Net income 45,225 6,740 — 30 — 51,995
Diluted EPS $ 1.75 $ 0.26 $ — $ — $ — $ 2.01
Six months ended December 31, 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 $ 1,568,238 $ — $ — $ — $ — $ 1,568,238
Gross profit 166,823 — — — — 166,823
Operating income 18,764 9,716 516 1,857 8,753 39,606
Other expense, net 3,182 — — — — 3,182
Pre-tax income 15,582 9,716 516 1,857 8,753 36,424
Net income 10,946 7,357 390 1,857 6,617 27,167
Diluted EPS $ 0.43 $ 0.29 $ 0.02 $ 0.07 $ 0.26 $ 1.07


	Quarter ended September 30, 2022
	GAAP Measure		Intangible amortization expense		Acquisition and divestiture costs		Non-GAAP measure
	(in thousands, except per share data)
SG&A expenses	$	71,593	$	—	$	—	$	71,593
Operating income	34,888		4,241		—		39,129
Pre-tax income	32,283		4,241		—		36,524
Net income	24,042		3,161		—		27,203
Diluted EPS	$	0.94	$	0.12	$	—	$	1.07

	Quarter ended September 30, 2021
	GAAP Measure		Intangible amortization expense		Acquisition and divestiture costs		Non-GAAP measure
	(in thousands, except per share data)
SG&A expenses	$	63,854	$	—	$	(83)	$	63,771
Operating income	30,328		4,510		83		34,921
Pre-tax income	29,431		4,510		83		34,024
Net income	22,073		3,394		83		25,550
Diluted EPS	$	0.86	$	0.13	$	—	$	0.99

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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 ~~$34.1~~$40.5 million at ~~December 31, 2021,~~September 30, 2022, compared to ~~$62.7~~$38.0 million at June 30, ~~2021,~~2022, including ~~$28.7~~$33.1 million and ~~$52.1~~$35.0 million held outside of the United States at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, respectively. Checks released but not yet cleared in the amounts of ~~$18.5~~$11.5 million and ~~$14.3~~$18.0 million are included in accounts payable at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021,~~2022, respectively.

We conduct business in many locations throughout the world where we generate and use cash. We provide for United States income taxes from the earnings of our Canadian and Brazilian subsidiaries. See Note 1413 - Income Taxes in the Notes to the Consolidated Financial Statements for further discussion.

Our net investment in working capital increased ~~$100.9~~$84.1 million to ~~$587.6~~$793.6 million at ~~December 31, 2021~~September 30, 2022 from ~~$486.7~~$709.5 million at June 30, ~~2021,~~2022, primarily from increases in accounts receivable and inventory. 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. For the ~~six months~~quarter ended ~~December 31, 2021,~~September 30, 2022, our working capital investment increased to support our ~~9.8%~~10.1% year-over-year net sales growth.


		Six months ended					Three months ended
		December 31,					September 30,
		2021		2020			2022		2021
		(in thousands)					(in thousands)
Cash (used in) provided by:	Cash (used in) provided by:					Cash (used in) provided by:
Operating activities	Operating activities	$	(75,378)	$	115,674	Operating activities	$	(48,459)	$	(56,959)
Investing activities	Investing activities	480		32,902		Investing activities	(1,758)		(1,090)
Financing activities	Financing activities	51,365		(109,883)		Financing activities	54,044		54,860

Net cash used in operating activities was ~~$75.4~~$48.5 million for the ~~six~~three months ended ~~December 31, 2021,~~September 30, 2022, compared to ~~$115.7~~$57.0 million ~~provided by~~used in operating activities in the prior-year period. Cash used in operating activities for the ~~six~~three months ended ~~December 31, 2021~~September 30, 2022 is ~~primarily~~ attributable to increases in inventory and accounts receivable, ~~partially offset by increases~~which increased 10% and 2%, respectively, compared to the beginning of the three month period. Cash used in ~~accounts payable. Cash provided by~~ operating activities for the ~~six~~three months ended ~~December 31, 2020~~September 30, 2021 is primarily attributable to increases in accounts receivable and inventory, which increased 4% and 5%, respectively, compared to the beginning of the three month period. Also contributing to the decrease in operating cash flows for the three months ended September 30, 2021 were decreases in accounts payable, which decreased ~~inventory,~~by 5% compared to the beginning of the three month period.

Operating cash flows are subject to variability period over period as a result of the timing of payments related to accounts receivable, accounts payable, and ~~earnings from operations adjusted for non-cash items, partially offset by increased accounts receivable.~~other working capital items.

The number of days sales outstanding ("DSO") was 6471 days at ~~December 31, 2021,~~September 30, 2022, compared to 6068 days at June 30, ~~2021~~2022 and 6062 days at ~~December 31, 2020.~~September 30, 2021. The increase in DSO for the quarter ended September 30, 2022 is primarily due to increased net receivables, driven by project specific customer terms and timing of sales near the end of the reporting period. Inventory turned ~~5.7~~5.1 times during the quarter ended ~~December 31, 2021,~~September 30, 2022, compared to ~~6.3~~5.6 times for previous quarter ended ~~September~~June 30, ~~2021~~2022 and ~~6.9~~6.3 times in the prior-year quarter ended ~~December 31, 2020.~~September 30, 2021. The decrease in inventory turns for the quarter ended September 30, 2022 is primarily due to increased average inventory.

Cash ~~provided by~~used in investing activities for the ~~six~~three months ended ~~December 31, 2021~~September 30, 2022 was ~~$0.5~~$1.8 million, compared to ~~$32.9~~$1.1 million used in investing activities in the prior-year period. Cash ~~provided by~~used in investing activities for the ~~six~~three months ended ~~December 31,~~ September 30, 2022 and 2021 ~~represents proceeds from the sale of our discontinued operations, partially offset by~~ represent capital ~~expenditures. Cash provided by investing activities~~expenditures, primarily for ~~the six months ended~~ ~~December 31, 2020 primarily represents proceeds from the sale of our discontinued operations~~.IT investments.

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Management expects capital expenditures for fiscal year ~~2022~~2023 to range from $5$6.5 million to $8$8.5 million, primarily for IT investments and facility improvements.

For the ~~six~~three months ended ~~December 31, 2021,~~September 30, 2022, cash provided by financing activities totaled ~~$51.4~~$54.0 million, compared to ~~$109.9~~$54.9 million ~~used in~~provided by financing activities for the prior-year period. Cash provided by financing activities for the ~~six~~three months ended ~~December 31,~~ September 30, 2022 and 2021 is primarily attributable to net borrowings on the revolving credit facility. ~~For the six months ended~~ ~~December 31, 2020, cash used in financing activities was primarily for net repayments on the revolving credit 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.~~banks (as amended, the “Amended Credit Agreement”). On ~~April 30, 2019,~~September 28, 2022, we amended ~~this credit facility to expand the borrowing capacity~~ and ~~extend its maturity to April 30, 2024. The~~restated our Amended Credit Agreement, ~~established~~which includes (i) a five-year, $350 million ~~multi-currency~~multicurrency senior secured revolving credit facility and (ii) a five-year $150 million senior secured term loan facility. ~~Pursuant~~The Amended Credit Agreement extends the credit facility maturity date to September 28, 2027. In addition, pursuant to an “accordion feature,” we may increase our borrowings up to an additional $250 ~~million.~~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.~~credit. 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.~~our domestic subsidiaries. Under the terms of the revolving credit facility, the payment of cash dividends is restricted. We incurred debt issuance costs of $1.5 million in connection with the amendment and restatement of 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 our option,~~Loans denominated in U.S. ~~dollar loans under the Amended Credit Agreement,~~dollars, other than swingline loans, shall bear interest at a rate per annum equal to, at our option, (i) the adjusted Term SOFR or daily simple SOFR rate plus a fixed credit spread ~~over the London Interbank Offered Rate ("LIBOR") or alternate base rate~~adjustment of 0.10%, plus an additional margin ranging from 1.00% to 1.75%, depending upon our ~~net leverage~~ ratio ~~calculated as~~of (A) total consolidated debt less up to ~~$15~~$30 million of unrestricted domestic cash to (B) trailing four-quarter consolidated EBITDA measured as of the end of the most recent year or quarter, as applicable, for which financial statements have been delivered to the Lenders (the “leverage ratio”); or (ii) the alternate base rate plus an additional margin ranging from 0% to 0.75%, depending upon our leverage ratio, plus, if applicable, certain mandatory costs. Loans denominated in foreign currencies shall bear interest at a rate per annum equal to the applicable benchmark rate set forth in the New Credit Agreement plus an additional margin ranging from 1.00% to 1.75%, depending upon our leverage ratio, plus, if applicable, certain mandatory costs. All swingline loans denominated in U.S. dollars shall bear interest based upon the adjusted ~~EBITDA.~~daily simple SOFR, floating daily, plus an additional margin ranging from 1.00% to 1.75%, depending upon our leverage ratio, or such other rate as agreed upon with the applicable swingline lender.

~~This~~During the quarter ended September 30, 2022, our borrowings under the credit facility were U.S. dollar loans. The spread ~~ranges from 1.00% to 1.75%~~in effect as of September 30, 2022 was 1.50% for ~~LIBOR-based~~LIBOR and SOFR-based loans and ~~0.00% to 0.75%~~0.50% for alternate base rate loans. The ~~Amended Credit Agreement provides for the substitution of a new interest~~commitment fee rate benchmark upon the transition from LIBOR for U.S. dollar loans, subject to agreement between the Company and the administrative agent. On December 23, 2021, we amended our credit facility to replace LIBOR as the benchmark rate for non-U.S. dollar loans.

The Amended Credit Agreement contains customary yield protection provisions. Additionally, 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.~~

effect at September 30, 2022 was 0.25%. 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 December 31, 2021. There was $57.8 million in outstanding borrowings on our revolving credit facility at December 31, 2021. There was no outstanding borrowings on our revolving credit facility at JuneSeptember 30, ~~2021.~~2022.

The average daily outstanding balance ~~for~~on the revolving credit facility, excluding the term loan facility, during the three month periods ended September 30, 2022 and 2021 was ~~$57.1~~$200.5 million and $54.4 million, respectively. There was $177.3 million and $214.2 million available for ~~the six month period ended December 31, 2021. Including~~additional borrowings ~~for both continuing~~as of September 30, 2022 and ~~discontinued operations, the average daily balance for the revolving credit facility, excluding the term loan facility, was $70.4 million for the six month period ended December 31, 2020.~~June 30, 2022, respectively. There were no letters of credit issued under the multi-currency revolving credit facility at ~~December 31, 2021 and~~September 30, 2022 or June 30, ~~2021, respectively. There was $292.2 million and $350.0 million available for additional borrowings at December 31, 2021 and June 30, 2021, respectively.~~2022. 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 December 31, 2021, based upon the calculation of our Credit Facility Net Debt relative to our Credit Facility EBITDA, there was $292.2 million available for borrowing.~~ While we were in compliance with the financial covenants contained in the Credit Facility as of ~~December 31, 2021,~~September 30, 2022, 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.

Summary

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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~~our present and future working capital and cash requirements for at least the next twelve months.

~~Off-Balance Sheet Arrangements~~ We also believe that our longer-term working capital, planned expenditures and ~~Contractual Obligations~~

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~~We have no off-balance sheet arrangements that have or are reasonably likely~~other general funding requirements will be satisfied through cash flows from operations and, to ~~have a current or future effect or change on~~the extent necessary, from 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. borrowing facilities.

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, ~~2021~~2022 for a complete discussion.

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Item 3.			Quantitative and Qualitative Disclosures About Market Risk

For a description of 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, ~~2021.~~2022. No material changes have occurred to our market risks since June 30, ~~2021.~~2022.

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Item 4.			Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the effectiveness of our disclosure controls and procedures at ~~December 31, 2021.~~September 30, 2022. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures are effective at ~~December 31, 2021.~~September 30, 2022. During the quarter ended ~~December 31, 2021,~~September 30, 2022, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, 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 12 - 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, ~~2021,~~2022, which could materially affect our business, financial condition and/or future operating results.


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

~~Share Repurchases~~Purchases of Equity Securities by the Issuer

In August 2021, our Board of Directors authorized a $100 million share repurchase program. The authorization does not have any time limit. The following table presents the share-repurchase activity for the quarter ended ~~December 31, 2021:~~September 30, 2022:

Period
Total number of shares purchased(a)
Average price paid per share Total number of shares purchased as part of the publicly announced plan or program Approximate dollar value of shares that may yet be purchased under the plan or program
October 1, 2021 through October 31, 2021 — $ — — $ 100,000,000
November 1, 2021 through November 30, 2021 814 $ 30.99 814 $ 99,974,774
December 1, 2021 through December 31, 2021 5,089 $ 30.89 5,089 $ 99,817,575
Total 5,903 $ 30.90 5,903 $ 99,817,575


Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of the publicly announced plan or program	Approximate dollar value of shares that may yet be purchased under the plan or program



July 1 - 31, 2022	—	$	—	—	$	81,814,854
August 1 - 31, 2022	20,822	$	28.66	—	$	81,814,854
September 1 - 30, 2022	—	$	—	—	$	81,814,854
Total	20,822			—

~~(a) Total number of shares purchased represents~~(1) Includes 20,822 shares withheld from ~~employees for~~employees' stock-based awards ~~in order~~ to satisfy ~~the~~ required tax withholding obligations for the ~~quarter ended December 31, 2021.~~month of August 2022. There were no shares withheld during the months of July and September 2022.

Dividends

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

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Item 6.			Exhibits


Exhibit Number			Description

10.1			~~Amendment to Second~~Third Amended and Restated Credit Agreement ~~(incorporated by reference to Exhibit 10.1 to the registrant's Form 8-K filed on December 23, 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 ~~December 31, 2021,~~September 30, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at ~~December 31, 2021~~September 30, 2022 and June 30, ~~2021;~~2022; (ii) the Condensed Consolidated Income Statements for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020;~~2021; (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the quarters ended September 30, 2022 and ~~six months ended December 31, 2021 and 2020;~~2021; (iv) the Condensed Consolidated Statements of Shareholder's Equity at ~~December 31, 2021~~September 30, 2022 and ~~2020;~~2021; (v) the Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~December 31, 2021~~September 30, 2022 and ~~2020;~~2021; 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.

Date:	~~February~~November 8, 2022	/s/ MICHAEL L. BAUR
		Michael L. Baur
		Chairman and Chief Executive Officer (Principal Executive Officer)


Date:	~~February~~November 8, 2022	/s/ STEVE JONES
		Steve Jones
		Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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	Quarter ended December 31, 2021
	Specialty Technology Solutions		Modern Communications & Cloud		Total
			(in thousands)
Revenue by product/service:
Hardware, software and cloud (excluding Intelisys)	$	496,920	$	348,893	$	845,813
Intelisys connectivity and cloud	—		18,538		18,538
	$	496,920	$	367,431	$	864,351


	Six months ended December 31, 2021
	Specialty Technology Solutions		Modern Communications & Cloud		Total
			(in thousands)
Revenue by product/service:
Hardware, software and cloud (excluding Intelisys)	$	998,630	$	687,142	$	1,685,772
Intelisys connectivity and cloud	—		35,890		35,890
	$	998,630	$	723,032	$	1,721,662


Period	Total number of shares purchased(a)	Average price paid per share		Total number of shares purchased as part of the publicly announced plan or program	Approximate dollar value of shares that may yet be purchased under the plan or program
October 1, 2021 through October 31, 2021	—	$	—	—	$	100,000,000
November 1, 2021 through November 30, 2021	814	$	30.99	814	$	99,974,774
December 1, 2021 through December 31, 2021	5,089	$	30.89	5,089	$	99,817,575
Total	5,903	$	30.90	5,903	$	99,817,575