Docoh
Loading...

SCSC Scansource

Filed: 2 Feb 21, 4:10pm

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, 2020

OR
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
scsc-20201231_g1.jpg
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 valueSCSCNASDAQ 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 filerSmaller 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.
ClassOutstanding at January 31, 2021
Common Stock, no par value per share25,451,766 shares



SCANSOURCE, INC.
INDEX TO FORM 10-Q
December 31, 2020
 

3

FORWARD-LOOKING STATEMENTS

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

4

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share information)
December 31, 2020June 30, 2020
Assets
Current assets:
Cash and cash equivalents$67,187 $29,485 
Accounts receivable, less allowance of $21,805 at December 31, 2020
and $21,906 at June 30, 2020
534,583 443,185 
Inventories421,003 454,885 
Prepaid expenses and other current assets96,358 94,681 
Current assets held for sale181,231 
Total current assets1,119,131 1,203,467 
Property and equipment, net48,183 55,641 
Goodwill217,956 214,288 
Identifiable intangible assets, net114,208 121,547 
Deferred income taxes25,619 24,630 
Other non-current assets72,022 72,521 
Total assets$1,597,119 $1,692,094 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$589,292 $454,240 
Accrued expenses and other current liabilities91,592 76,686 
Current portion of contingent consideration46,334 
Income taxes payable859 5,886 
Current portion of long-term debt7,843 7,839 
Current liabilities held for sale128,022 
Total current liabilities689,586 719,007 
Deferred income taxes4,273 3,884 
Long-term debt, net of current portion139,081 143,175 
Borrowings under revolving credit facility5,000 67,714 
Other long-term liabilities77,040 80,068 
Total liabilities914,980 1,013,848 
Commitments and contingencies00
Shareholders’ equity:
Preferred stock, no par value; 3,000,000 shares authorized, NaN issued
Common stock, no par value; 45,000,000 shares authorized, 25,451,640 and 25,361,298 shares issued and outstanding at December 31, 2020 and June 30, 2020, respectively65,924 63,765 
Retained earnings721,263 747,276 
Accumulated other comprehensive loss(105,048)(132,795)
Total shareholders’ equity682,139 678,246 
Total liabilities and shareholders’ equity$1,597,119 $1,692,094 
June 30, 2020 amounts are derived from audited consolidated financial statements.
See accompanying notes to these condensed consolidated financial statements.
5

SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
(In thousands, except per share data)
 
Quarter endedSix months ended
 December 31,December 31,
 2020201920202019
Net sales$810,897 $823,999 $1,568,238 $1,666,700 
Cost of goods sold724,854 725,680 1,401,415 1,469,856 
Gross profit86,043 98,319 166,823 196,844 
Selling, general and administrative expenses60,470 67,840 122,580 136,371 
Depreciation expense3,097 3,161 6,494 6,462 
Intangible amortization expense4,862 5,310 9,716 9,848 
Restructuring and other charges484 266 8,753 435 
Change in fair value of contingent consideration0 3,176 516 5,649 
Operating income17,130 18,566 18,764 38,079 
Interest expense1,796 3,312 3,709 6,629 
Interest income(531)(740)(1,011)(1,548)
Other expense (income), net121 (39)484 336 
Income before income taxes15,744 16,033 15,582 32,662 
Provision for income taxes4,683 4,407 4,636 8,745 
Net income from continuing operations11,061 11,626 10,946 23,917 
Net loss from discontinued operations(25,255)(260)(36,959)(1,021)
Net (loss) income$(14,194)$11,366 $(26,013)$22,896 
Per share data:
Net income from continuing operations per common share, basic$0.44 $0.46 $0.43 $0.94 
Net loss from discontinued operations per common share, basic(1.00)(0.01)$(1.46)$(0.04)
Net (loss) income per common share, basic$(0.56)$0.45 $(1.03)$0.90 
Weighted-average shares outstanding, basic25,395 25,274 25,378 25,407 
Net income from continuing operations per common share, diluted$0.43 $0.46 $0.43 $0.94 
Net loss from discontinued operations per common share, diluted(0.99)(0.01)$(1.45)$(0.04)
Net (loss) income per common share, diluted$(0.56)$0.45 $(1.02)0.90 
Weighted-average shares outstanding, diluted25,475 25,358 25,458 25,488 
See accompanying notes to these condensed consolidated financial statements.

6

SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)

Quarter endedSix months ended
December 31,December 31,
 2020201920202019
Net (loss) income$(14,194)$11,366 $(26,013)$22,896 
Unrealized gain (loss) on hedged transaction, net of tax519 900 628 (171)
Unrealized foreign currency translation adjustment11,974 8,558 15,484 (6,085)
Realized foreign currency loss from discontinued operations11,635 11,635 
Comprehensive income$9,934 $20,824 $1,734 $16,640 
See accompanying notes to these condensed consolidated financial statements.

7

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
Balance at June 30, 202025,361,298 $63,765 $747,276 $(132,795)$678,246 
Net loss— — (11,819)— (11,819)
Unrealized gain on hedged transaction, net of tax— — — 109 109 
Unrealized foreign currency translation adjustment— — — 3,511 3,511 
Share-based compensation— 1,180 — — 1,180 
Balance at September 30, 202025,361,298 $64,945 $735,457 $(129,175)$671,227 
Net loss— — (14,194)— (14,194)
Unrealized gain on hedged transaction, net of tax— — — 519 519 
Unrealized foreign currency translation adjustment— — — 11,974 11,974 
Realized foreign currency loss from discontinued operations— — — 11,635 11,635 
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes90,342 (1,036)— — (1,036)
Share-based compensation— 2,015 — — 2,015 
Balance at December 31, 202025,451,640 $65,924 $721,263 $(105,048)$682,139 
See accompanying notes to these condensed consolidated financial statements.

8

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
Balance at June 30, 201925,408,397 $64,287 $939,930 $(90,088)$914,129 
Net income— — 11,530 — 11,530 
Unrealized loss on hedged transaction, net of tax— — — (1,071)(1,071)
Unrealized foreign currency translation adjustment— — — (14,639)(14,639)
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes786 (12)— — (12)
Common stock repurchased(168,068)(5,432)— — (5,432)
Share-based compensation— 1,246 — — 1,246 
Balance at September 30, 201925,241,115 $60,089 $951,460 $(105,798)$905,751 
Net income— — 11,366 — 11,366 
Unrealized gain on hedged transaction, net of tax— — — 900 900 
Unrealized foreign currency translation adjustment— — — 8,558 8,558 
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes104,683 (621)— — (621)
Share based compensation— 1,627 — — 1,627 
Balance at December 31, 201925,345,798 $61,095 $962,825 $(96,340)$927,580 
See accompanying notes to these condensed consolidated financial statements.

9

SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Six months ended
 December 31,
 20202019
Cash flows from operating activities:
Net (loss) income$(26,013)$22,896 
Net loss from discontinued operations(36,959)(1,021)
Net income from continuing operations10,946 23,917 
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
Depreciation and amortization17,059 17,599 
Amortization of debt issue costs209 209 
Provision for doubtful accounts(180)1,101 
Share-based compensation3,174 2,817 
Deferred income taxes(694)(344)
Change in fair value of contingent consideration516 5,649 
Contingent consideration payments excess(5,457)(3,050)
Finance lease interest70 39 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(86,683)8,101 
Inventories35,124 (69,384)
Prepaid expenses and other assets2,256 (1,748)
Other non-current assets1,328 (8,972)
Accounts payable132,074 97,962 
Accrued expenses and other liabilities11,150 12,094 
Income taxes payable(5,218)(3,256)
Net cash provided by operating activities of continuing operations115,674 82,734 
Cash flows from investing activities of continuing operations:
Capital expenditures(1,454)(2,732)
Cash paid for business acquisitions, net of cash acquired0 (48,930)
Proceeds from the sale of discontinued operations34,356 
Net cash provided by (used in) investing activities of continuing operations32,902 (51,662)
Cash flows from financing activities of continuing operations:
Borrowings on revolving credit, net of expenses959,848 1,022,403 
Repayments on revolving credit, net of expenses(1,022,561)(1,066,890)
Borrowings on long-term debt, net(4,089)(2,210)
Repayments of finance lease obligations(652)(1,115)
Contingent consideration payments(41,393)(35,481)
Exercise of stock options0 720 
Taxes paid on settlement of equity awards(1,036)(1,354)
Repurchase of common stock0 (6,077)
Net cash used in financing activities of continuing operations(109,883)(90,004)
Cash flows from discontinued operations:
Net cash flows provided by operating activities of discontinued operations21,704 35,326 
Net cash flows used in by investing activities of discontinued operations(58)(8)
Net cash flows (used in) provided by financing activities of discontinued operations(29,494)42,057 
10

Net cash flows (used in) provided by discontinued operations(7,848)77,375 
Effect of exchange rate changes on cash and cash equivalents1,887 (256)
Increase in cash and cash equivalents32,732 18,187 
Cash and cash equivalents at beginning of period34,455 23,818 
Cash and cash equivalents at end of period67,187 42,005 
Cash and cash equivalents of discontinued operations0 3,232 
Cash and cash equivalents of continuing operations$67,187 $38,773 
See accompanying notes to these condensed consolidated financial statements.
11

SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) Business and Summary of Significant Accounting Policies

Business Description

ScanSource, Inc. (together with its subsidiaries referred to as “the Company” or “ScanSource”) is at the center of the solution delivery channel, connecting businesses and providing technology solutions. The Company brings technology solutions and services from the world’s leading suppliers of mobility and barcode, point-of-sale (POS), payments, physical security, unified communications and collaboration, and telecom and cloud services to market. The Company operates in the United States, Canada, Brazil 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 2 operating segments, Worldwide Barcode, Networking & Security and Worldwide Communications & Services, are based on product, customer and service type.

COVID-19

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

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

Basis of Presentation

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

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

12

Summary of Significant Accounting Policies

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

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

Restructuring Costs

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

Cash and Cash Equivalents

The Company considers all highly-liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company maintains zero-balance disbursement accounts at various financial institutions at which the Company does not maintain significant depository relationships. Due to the terms of the agreements governing these accounts, the Company generally does not have the right to offset outstanding checks written from these accounts against cash on hand, and the respective institutions are not legally obligated to honor the checks until sufficient funds are transferred to fund the checks. As a result, checks released but not yet cleared from these accounts in the amounts of $19.3 million and $17.1 million are included in accounts payable on the condensed consolidated balance sheets at December 31, 2020 and June 30, 2020, respectively.

Long-lived Assets

The Company presents depreciation expense and intangible amortization expense on the Condensed Consolidated Income Statements. The Company's depreciation expense related to selling, general and administrative costs totaled $3.1 million and $6.5 million for the quarter and six months ended December 31, 2020, respectively, and $3.2 million and $6.5 million for the quarter and six months ended December 31, 2019, respectively. Depreciation expense reported as part of cost of goods sold on the Condensed Consolidated Income Statements totaled $0.4 million and $0.9 million for the quarter and six months ended December 31, 2020, respectively, and $0.6 million and $1.3 million for the quarter and six months ended December 31, 2019, respectively. The Company's intangible amortization expense reported on the Condensed Consolidated Income Statements relates to selling, general and administrative costs, not the cost of selling goods. Intangible amortization expense totaled $4.9 million and $9.7 million for the quarter and six months ended December 31, 2020, respectively, and $5.3 million and $9.8 million for the quarter and six months ended December 31, 2019, respectively.

Recent Accounting Pronouncements

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

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC Topic 820) Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The pronouncement eliminates, modifies and adds disclosure requirements for fair value measurements. The Company adopted this standard effective July 1, 2020 and it had no impact on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”), which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. The new guidance provides optional expedients and
13

exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. This guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the potential impact of this guidance on the Company's consolidated financial statements.

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

(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 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.

The changes in the allowance for doubtful accounts for the six months ended December 31, 2020 are set forth in the table below.
June 30, 2020Amounts Charged to ExpenseWrite-offs
Other (1)
December 31, 2020
(in thousands)
Trade accounts and current notes receivable allowance$21,906 $(180)$(1,043)$1,122 $21,805 
(1)"Other" amounts include recoveries and the effect of foreign currency fluctuations for the six months ended December 31, 2020.
14

(3) Revenue Recognition

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

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

Principal versus Agent Considerations

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

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

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

Variable Considerations

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

Contract Balances

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

Disaggregation of Revenue

The following tables represent the Company's disaggregation of revenue:
15

Quarter ended December 31, 2020
(in thousands)
Worldwide Barcode, Networking & Security SegmentWorldwide Communications & Services SegmentTotal
Revenue by product/service:
Technology solutions$551,394 $243,258 $794,652 
Intelisys0 16,245 16,245 
$551,394 $259,503 $810,897 
Six months ended December 31, 2020
(in thousands)
Worldwide Barcode, Networking & Security SegmentWorldwide Communications & Services SegmentTotal
Revenue by product/service:
Technology solutions$1,074,970 $461,765 $1,536,735 
Intelisys0 31,503 31,503 
$1,074,970 $493,268 $1,568,238 
Quarter ended December 31, 2019
(in thousands)
Worldwide Barcode, Networking & Security SegmentWorldwide Communications & Services SegmentTotal
Revenue by product/service:
Technology solutions$575,001 $234,932 $809,933 
Intelisys14,066 14,066 
$575,001 $248,998 $823,999 
Six months ended December 31, 2019
(in thousands)
Worldwide Barcode, Networking & Security SegmentWorldwide Communications & Services SegmentTotal
Revenue by product/service:
Technology solutions$1,156,188 $482,737 $1,638,925 
Intelisys27,775 27,775 
$1,156,188 $510,512 $1,666,700 


16

(4) Earnings Per Share

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

Quarter endedSix months ended
 December 31,December 31,
 2020201920202019
 (in thousands, except per share data)
Numerator:
Net income from continuing operations$11,061 $11,626 $10,946 $23,917 
Net loss from discontinued operations(25,255)(260)$(36,959)$(1,021)
Net (loss) income$(14,194)$11,366 $(26,013)$22,896 
Denominator:
Weighted-average shares, basic25,395 25,274 25,378 25,407 
Dilutive effect of share-based payments80 84 80 81 
Weighted-average shares, diluted25,475 25,358 25,458 25,488 
Net income from continuing operations per common share, basic$0.44 $0.46 $0.43 $0.94 
Net loss from discontinued operations per common share, basic(1.00)(0.01)$(1.46)$(0.04)
Net (loss) income per common share, basic$(0.56)$0.45 $(1.03)$0.90 
Net income from continuing operations per common share, diluted$0.43 $0.46 $0.43 $0.94 
Net loss from discontinued operations per common share, diluted(0.99)(0.01)$(1.45)$(0.04)
Net (loss) income per common share, diluted$(0.56)$0.45 $(1.02)$0.90 

For the quarter 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, respectively. For the quarter and six months ended December 31, 2019, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 975,907 and 961,980, respectively.

(5) Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following: 
December 31, 2020June 30, 2020
 (in thousands)
Foreign currency translation adjustment$(98,855)$(125,974)
Unrealized loss on hedged transaction, net of tax(6,193)(6,821)
Accumulated other comprehensive loss$(105,048)$(132,795)

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

Quarter ended December 31,Six months ended December 31,
2020201920202019
(in thousands)
Tax (benefit) expense$(94)$15 $260 $305 
17

(6) Acquisitions
intY

On July 1, 2019, the Company acquired all of the outstanding shares of intY and its CASCADE cloud services distribution platform. The purchase price of this acquisition, net of cash acquired, was approximately $48.9 million. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date. Intangible assets acquired include trade names, customer relationships, and developed technology. Goodwill recognized on this acquisition is not deductible for tax purposes. The impact of this acquisition was not material to the consolidated financial statements. The Company recognized $0.4 million for the six months ended December 31, 2019, in acquisition-related costs included in selling, general and administrative expenses on the Condensed Consolidated Income Statements in connection with this acquisition. This acquisition is included in the Worldwide Communications & Services segment.

(7) Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill for the six months ended December 31, 2020, by reporting segment, are set forth in the table below.
Worldwide Barcode, Networking & Security SegmentWorldwide Communications & Services SegmentTotal
 (in thousands)
Balance at June 30, 2020$16,370 $197,918 $214,288 
     Foreign currency translation adjustment3,668 3,668 
Balance at December 31, 2020$16,370 $201,586 $217,956 

The following table shows changes in the amount recognized for net identifiable intangible assets for the six months ended December 31, 2020.
Net Identifiable Intangible Assets
(in thousands)
Balance at June 30, 2020$121,547 
Amortization expense(9,716)
Foreign currency translation adjustment2,377 
Balance at December 31, 2020$114,208 


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

The following table presents the Company’s debt for continuing and discontinued operations at December 31, 2020 and June 30, 2020.
December 31, 2020June 30, 2020
(in thousands)
Short-term borrowings(a)
$0 $3,524 
Current portion of long-term debt7,843 7,839 
Mississippi revenue bond, net of current portion4,081 4,425 
Senior secured term loan facility, net of current portion135,000 138,750 
Borrowings under revolving credit facility(b)
5,000 92,418 
Total debt$151,924 $246,956 
(a) Short-term borrowings are classified as held for sale in the Consolidated Balance sheets for the Company's discontinued operations at June 30, 2020.
(b) Borrowings under the revolving credit facility classified as held for sale in the Consolidated Balance Sheets for the Company's discontinued operations totaled $24.7 million at June 30, 2020.
18


Short-term Borrowings

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

Credit Facility

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

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

The spread in effect as of December 31, 2020 was 1.50% for LIBOR-based loans and 0.50% for alternate base rate loans. The commitment fee rate in effect at December 31, 2020 was 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. 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, 2020.

Including borrowings for both continuing and discontinued operations, the average daily outstanding balance on the revolving credit facility, excluding the term loan facility, during the six month periods ended December 31, 2020 and 2019 was $70.4 million and $253.1 million, respectively. Taking into consideration outstanding borrowings on the multi-currency revolving credit facility for both continuing and discontinued operations, there was $344.7 million and $257.3 million available for additional borrowings as of December 31, 2020 and June 30, 2020, respectively. At December 31, 2020, based upon the Leverage Ratio calculation, there was $195.1 million available for additional borrowings. There were letters of credit issued under the multi-currency revolving credit facility for the discontinued operations of $0.3 million at December 31, 2020 and June 30, 2020.

Mississippi Revenue Bond

19

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, 2020, the Company was in compliance with all covenants under this bond. The interest rates at December 31, 2020 and June 30, 2020 were 0.99% and 1.03%, respectively.

Debt Issuance Costs

At December 31, 2020, net debt issuance costs associated with the credit facility and bond totaled $1.4 million and are being amortized through the maturity date of each respective debt instrument.

(9) Derivatives and Hedging Activities

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

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

The Company had contracts outstanding for purposes of managing cash flows with notional amounts of $29.7 million and $16.6 million for the exchange of foreign currencies at December 31, 2020 and June 30, 2020, respectively. To date, the Company has chosen not to designate these derivatives as hedging instruments, and accordingly, these instruments are adjusted to fair value through earnings in other income and expense. Summarized financial information related to these derivative contracts and changes in the underlying value of the foreign currency exposures included in the Condensed Consolidated Income Statements for the quarters and six months ended December 31, 2020 and 2019 are as follows:

 Quarter endedSix months ended
December 31,December 31,
 2020201920202019
 (in thousands)
Net foreign exchange derivative contract losses (gains)$1,818 $668 $1,913 $(485)
Net foreign currency transactional and re-measurement (gains) losses(1,437)(732)(1,094)667 
Net foreign currency exchange losses (gains)$381 $(64)$819 $182 

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

Interest Rates - The Company’s earnings are also affected by changes in interest rates due to the impact those changes have on interest expense from floating rate debt instruments. The Company manages its exposure to changes in interest rates by using interest rate swaps to hedge this exposure and to achieve a desired proportion of fixed versus floating rate debt. The Company entered into an interest rate swap agreement, which was subsequently settled, and entered into a new amended agreement on April 30, 2019. The swap agreement has a notional amount of $100.0 million, with a $50.0 million tranche scheduled to mature
20

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, 2020 and 2019.

The components of the cash flow hedge included in the Condensed Consolidated Statement of Comprehensive Income for the quarters and six months ended December 31, 2020 and 2019, are as follows:
Quarter endedSix months ended
December 31,December 31,
 2020201920202019
(in thousands)
Net interest expense recognized as a result of interest rate swap$565 $136 $1,125 $163 
Unrealized gain (loss) in fair value of interest rate swap135 1,068 (268)(372)
Net increase (decrease) in accumulated other comprehensive income700 1,204 857 (209)
Income tax effect181 304 230 (38)
Net increase (decrease) in accumulated other comprehensive income, net of tax$519 $900 $627 $(171)

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

 December 31, 2020June 30, 2020
 Balance Sheet LocationFair 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)
Derivative liabilities:
Foreign exchange contractsAccrued expenses and other current liabilities$0 $23 $$26 
Interest rate swap agreementOther long-term liabilities$8,489 $0 $9,433 $

21

(10) Fair Value of Financial Instruments

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

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

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

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

TotalQuoted
prices in
active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
 (in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion$31,519 $31,519 $0 $0 
Total assets at fair value$31,519 $31,519 $0 $0 
Liabilities:
Deferred compensation plan investments, current and non-current portion$31,519 $31,519 $0 $0 
Forward foreign currency exchange contracts23 0 23 0 
Interest rate swap agreement8,489 0 8,489 0 
Total liabilities at fair value$40,031 $31,519 $8,512 $0 

The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis at June 30, 2020:
22

TotalQuoted
prices in
active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
 (in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion$27,159 $27,159 $$
Total assets at fair value$27,159 $27,159 $$
Liabilities:
Deferred compensation plan investments, current and non-current portion$27,159 $27,159 $$
Forward foreign currency exchange contracts26 26 
Interest rate swap agreement9,433 9,433 
Liability for contingent consideration46,334 46,334 
Total liabilities at fair value$82,952 $27,159 $9,459 $46,334 

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

Derivative instruments, such as foreign currency forward contracts, are measured using the market approach on a recurring basis considering foreign currency spot rates and forward rates quoted by banks or foreign currency dealers and interest rates quoted by banks (Level 2). Fair values of interest rate swaps are measured using standard valuation models with inputs that can be derived from observable market transactions, including LIBOR spot and forward rates (Level 2). Foreign currency contracts and interest rate swap agreements are classified in the Condensed Consolidated Balance Sheets as prepaid expenses and other non-current assets or accrued expenses and other long-term liabilities, depending on the respective instruments' favorable or unfavorable positions. See Note 9 - Derivatives and Hedging Activities.
The Company recorded a contingent consideration liability at the acquisition date of Intelisys representing the amounts payable to former shareholders, as outlined under the terms of the purchase agreements, based upon the achievement of a projected earnings measure, net of specific pro forma adjustments. The current and non-current portions of these obligations are reported separately on the Condensed Consolidated Balance Sheets. The fair value of the contingent considerations (Level 3) are determined using a form of a probability weighted discounted cash flow model. Subsequent changes in the fair value of the contingent consideration liabilities are recorded to the change in fair value of contingent consideration line item in the Condensed Consolidated Income Statements.

Intelisys is part of the Company's Worldwide Communications & Services segment. The table below provides a summary of the changes in fair value of the Company's contingent considerations for the Intelisys earnout, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the quarter and six months ended December 31, 2020. The final earnout payment due to the former owners of Intelisys was paid in October 2020.
Quarter ended December 31, 2020Six months ended December 31, 2020
 Worldwide Communications & Services Segment
 (in thousands)
Fair value at beginning of period$46,850 $46,334 
Payments(46,850)(46,850)
Change in fair value of contingent consideration0 516 
Fair value at end of period$0 $0 

23

The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the Intelisys earnout for the quarter and six months ended December 31, 2019.
Quarter ended December 31, 2019Six months ended December 31, 2019
 Worldwide Communications & Services Segment
 (in thousands)
Fair value at beginning of period$80,397 $77,925 
Payments(38,531)(38,531)
Change in fair value of contingent consideration3,176 5,649 
Fair value at end of period$45,043 $45,043 

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 will revalue the contingent consideration liability at each reporting date through the last payment, with changes in the fair value of the contingent consideration reflected in the change in fair value of contingent consideration line item on the Company’s Condensed Consolidated Income Statements that is included in the calculation of operating income. The fair value of the contingent consideration liability associated with future earnout payments is based on several factors, including:

estimated future results, net of pro forma adjustments set forth in the purchase agreements;
the probability of achieving these results; and
a discount rate reflective of the Company’s creditworthiness and market risk premium associated with the United States markets.

A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration. Valuation techniques and significant observable inputs used in recurring Level 3 fair value measurements for the Company's contingent consideration liability related to Intelisys at June 30, 2020 were as follows. The measurement period for the Intelisys earnout ended on June 30, 2020.
Reporting PeriodValuation TechniqueSignificant Unobservable Inputs
Weighted Average Rates(a)
June 30, 2020Discounted cash flowWeighted average cost of capital3.0 %
(a) Weighted average rates identified for this significant unobservable input relate to the valuation of the Intelisys contingent consideration. Since the earnout period for Intelisys closed on June 30, 2020, the weighted average cost of capital represents the cost of debt. There is no EBITDA growth or weighted average cost of capital to report in the current period.

Intelisys

The final contingent consideration payment related to Intelisys was paid during the quarter ended December 31, 2020. The expense from the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement totaled $0.5 million for the six months ended December 31, 2020. The change in fair value for the current six month period is due to the recurring amortization of the unrecognized fair value discount.

The fair value of the liability for the contingent consideration related to Intelisys recognized at December 31, 2019 was $45.0 million, all of which was classified as current. The expense from the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement totaled $3.2 million and $5.6 million for the quarter and six months ended December 31, 2019, respectively. The change in fair value for the prior-year quarter and six month period is primarily driven by the recurring amortization of the unrecognized fair value discount and better than expected actual results.

(11) Segment Information

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

Worldwide Barcode, Networking & Security Segment

24

The Worldwide Barcode, Networking & Security segment includes a portfolio of solutions primarily for enterprise mobile computing, data capture, barcode printing, POS, payments, networking, electronic physical security, cyber security and other technologies. The Company has business operations within this segment in the United States, Canada and Brazil. The Company sees adjacencies among these technologies in helping its customers develop solutions. Data capture and POS solutions interface with computer systems used to automate the collection, processing and communication of information for commercial and industrial applications, including retail sales, distribution, shipping, inventory control, materials handling, warehouse management and health care applications. Electronic physical security products include identification, access control, video surveillance, intrusion-related and wireless and networking infrastructure products.

Worldwide Communications & Services Segment

The Worldwide Communications & Services segment includes a portfolio of solutions primarily for communications technologies and services and includes the Company's most recent acquisition of intY. The Company has business operations within this segment in the United States, Canada, Brazil and the UK. These offerings include voice, video conferencing, wireless, data networking, cable, unified communications and collaboration, cloud and technology services. As these solutions come together on IP networks, new opportunities are created to move into adjacent solutions for all vertical markets, such as education, healthcare and government.
25

Selected financial information for each business segment is presented below:
Quarter endedSix months ended
 December 31,December 31,
 2020201920202019
 (in thousands)
Sales:
Worldwide Barcode, Networking & Security$551,394 $575,001 $1,074,970 $1,156,188 
Worldwide Communications & Services259,503 248,998 493,268 510,512 
$810,897 $823,999 $1,568,238 $1,666,700 
Depreciation and amortization:
Worldwide Barcode, Networking & Security$3,892 $4,353 $8,081 $8,554 
Worldwide Communications & Services3,662 4,147 7,389 7,455 
Corporate794 581 1,589 1,590 
$8,348 $9,081 $17,059 $17,599 
Change in fair value of contingent consideration:
Worldwide Communications & Services0 3,176 516 5,649 
$0 $3,176 $516 $5,649 
Operating income:
Worldwide Barcode, Networking & Security$5,887 $13,302 $8,034 $24,374 
Worldwide Communications & Services13,087 6,415 21,340 15,614 
Corporate(1)
(1,844)(1,151)(10,610)(1,909)
$17,130 $18,566 $18,764 $38,079 
Capital expenditures:
Worldwide Barcode, Networking & Security$(303)$(914)$(642)$(1,439)
Worldwide Communications & Services(403)(879)(812)(1,293)
$(706)$(1,793)$(1,454)$(2,732)
Sales by Geography Category:
United States and Canada$723,522 $744,877 $1,414,603 $1,522,848 
International90,893 89,167 164,631 163,357 
Less intercompany sales(3,518)(10,045)(10,996)(19,505)
$810,897 $823,999 $1,568,238 $1,666,700 
(1) Includes restructuring costs of $0.5 million and $8.8 million for the quarter and six months ended December 31, 2020.
December 31, 2020June 30, 2020
 (in thousands)
Assets:
Worldwide Barcode, Networking & Security$767,923 $766,746 
Worldwide Communications & Services789,582 685,053 
Corporate39,614 59,064 
Assets held for sale0 181,231 
$1,597,119 $1,692,094 
Property and equipment, net by Geography Category:
United States and Canada$45,265 $53,083 
International2,918 2,558 
$48,183 $55,641 

26

(12) Leases

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

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

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

Operating leasesBalance Sheet locationDecember 31, 2020June 30, 2020
(in thousands)
Operating lease right-of-use assetsOther non-current assets$21,458 $23,581 
Current operating lease liabilitiesAccrued expenses and other current liabilities4,395 4,476 
Long-term operating lease liabilitiesOther long-term liabilities18,712 20,760 

The following table presents amounts recorded in operating lease expense as part of selling general and administrative expenses on the Condensed Consolidated Income Statements during the quarters and six months ended December 31, 2020 and 2019. 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,
2020201920202019
(in thousands)(in thousands)
Operating lease cost$1,332 $1,562 $2,687 $3,164 
Variable lease cost273 281 583 530 
$1,605 $1,843 $3,270 $3,694 

Supplemental cash flow information related to the Company's operating leases for the quarter and six months ended December 31, 2020 and 2019 are presented in the table below:

27

Six months ended
December 31,
20202019
(in thousands)
Cash paid for amounts in the measurement of lease liabilities$2,602 $2,607 
Right-of-use assets obtained in exchange for lease obligations0 1,533 

The weighted-average remaining lease term and discount rate at December 31, 2020 are presented in the table below:

December 31, 2020
Weighted-average remaining lease term5.62 years
Weighted-average discount rate4.1 %

The following table presents the maturities of the Company's operating lease liabilities at December 31, 2020:

Operating leases
(in thousands)
Remainder of 2021$2,645 
20224,975 
20234,672 
20244,158 
20253,256 
Thereafter5,990 
Total future payments25,696 
Less: amounts representing interest2,589 
Present value of lease payments$23,107 
(13) Commitments and Contingencies

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

In early March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a substantial impact on businesses around the world, including the Company’s business, and on global, regional and national economies. The Company is unable at this time to predict the ultimate impact that COVID-19 will have on its business due to the inability to predict the duration or magnitude of the virus' 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 $3.8 million and $4.8 million, at December 31, 2020 and June 30, 2020, respectively.

The table below summarizes the balances and line item presentation of Network1's pre-acquisition contingencies and corresponding indemnification receivables in the Company's Condensed Consolidated Balance Sheets at December 31, 2020 and June 30, 2020:
28

December 31, 2020June 30, 2020
Network1
 (in thousands)
Assets
Prepaid expenses and other current assets$15 $14 
Other non-current assets$3,889 $3,652 
Liabilities
Accrued expenses and other current liabilities$15 $14 
Other long-term liabilities$3,889 $3,652 

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

(14) Restructuring

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

The following table presents the restructuring and severance costs incurred for the quarter and six ended December 31, 2020:

Quarter ended December 31, 2020Six months ended December 31, 2020
(in thousands)
Severance and benefit costs$374 $8,499 
Other110 254 
Total restructuring and other charges$484 $8,753 

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

Accrued restructuring and severance costs are included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The following table represents activity for the six months ended December 31, 2020:

Accrued Expenses
(in thousands)
Balance at July 1, 2020$0 
Charged to expense8,753 
Cash payments(4,214)
Balance at December 31, 2020$4,539 

The remaining balance as of December 31, 2020 of $4.5 million, primarily related to Corporate, is expected to be paid through the first quarter of fiscal year 2022.

(15) Income Taxes

29

Income taxes for the quarters and six months ended December 31, 2020 and 2019 have been included in the accompanying condensed consolidated financial statements using an estimated annual effective tax rate. In addition to applying the estimated annual effective tax rate to pre-tax income, the Company includes certain items treated as discrete events to arrive at an estimated overall tax provision. There were no material discrete items recognized during the quarter and six months ended December 31, 2020 and 2019.

The Company’s effective tax rate of 29.75% for the quarter and six months ended December 31, 2020, 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 27.5% and 26.7% for the quarter and six months ended December 31, 2019, respectively.

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

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

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

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

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


(16) Discontinued Operations

On August 20, 2019, the Company announced plans to divest the product distribution businesses in Europe, the UK, Mexico, Colombia, Chile, Peru and the Miami-based export operations ("Divestitures") as these businesses had been performing below management's expectations. The Company will continue to operate its digital business in these countries. Management determined that the Company did not have sufficient scale in these markets to maximize the value-added model for product distribution, leading the Company to focus and invest in its higher-growth, higher-margin businesses. Results from the Divestitures were included within each reportable segment, which includes the Worldwide Barcode, Networking & Security and Worldwide Communications & Services 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 and six months ended December 31, 2020, the Company recorded an additional pre-tax loss on disposal group of $23.1 million and $33.8 million, respectively. This loss includes the realization of cumulative translation adjustments of $11.6 million for the quarter and six months ended December 31, 2020. Additional losses during the quarter and six months ended December 31, 2020 are primarily attributable to a reduction in the net proceeds received for the Divestitures.

The Company signed an agreement on July 23, 2020 with Intcomex for its businesses located in Latin America, outside of Brazil. The Company finalized the sale of the Latin America businesses on October 30, 2020. The Company also finalized the sale of the Europe and UK business on November 12, 2020. Total cash received during the quarter and six months ended December 31, 2020 for the sale of divestitures was $34.4 million. At December 31, 2020, the Company included $3.0 million in prepaid expenses and other assets on the condensed consolidated balance sheets for a receivable from Intcomex under the stock purchase agreement.

Major components of net loss from discontinued operations for the quarters ended December 31, 2020 and 2019 were as follows:

Quarter ended December 31,Six months ended December 31,
2020201920202019
(in thousands)(in thousands)
Net sales$68,323 $155,912 $213,373 $311,628 
Cost of goods sold63,977 140,347 198,512 282,489 
Gross profit4,346 15,565 14,861 29,139 
Selling, general and administrative expenses6,378 15,016 17,291 28,825 
Depreciation expense0 298 0 546 
Intangible amortization expense0 321 0 746 
Operating loss(2,032)(70)(2,430)(978)
Interest expense, net269 430 394 913 
Loss on disposal group23,122 33,808 
Other (income) expense, net(181)(188)310 (531)
Loss from discontinued operations before taxes(25,242)(312)(36,942)(1,360)
Income tax expense (benefit)13 (52)17 (339)
Net loss from discontinued operations$(25,255)$(260)$(36,959)$(1,021)

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

31

December 31, 2020June 30, 2020
(in thousands)
Assets
Current assets:
Cash and cash equivalents$0 $4,970 
Accounts receivable, net0 117,200 
Inventories, net0 106,779 
Prepaid expenses and other current assets0 23,808 
Total current assets0 252,757 
Property and equipment, net0 1,833 
Deferred income taxes0 9,349 
Other non-current assets0 6,215 
Total assets, before valuation allowance0 270,154 
Less: valuation allowance0 (88,923)
Total assets, net of valuation allowance (1)
$0 $181,231 
Liabilities
Current liabilities:
Accounts payable$0 $56,098 
Accrued expenses and other current liabilities0 14,815 
Other taxes payable0 20,378 
Short-term borrowings0 3,524 
Income tax payable0 1,085 
Total current liabilities0 95,900 
Borrowings under revolving credit facility0 24,704 
Other long-term liabilities0 7,418 
Total liabilities(1)
$0 $128,022 
(1) Total assets and liabilities of discontinued operations are classified in current assets and liabilities, respectively, in the Company's consolidated balance sheet as of June 30, 2020. The discontinued operations were disposed of during the quarter ended December 31, 2020.

Significant non-cash operating items and capital expenditures reflected in the cash flows from discontinued operations for the six months ended December 31, 2020 and 2019 were as follows:
Six months ended December 31,
20202019
(in thousands)
Loss on disposal group$33,808 $
Depreciation and amortization0 1,292 
Capital expenditures(58)(8)

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

Overview

ScanSource is at the center of the technological solution delivery channel, connecting businesses and institutions and providing solutions for their complex needs. We provide technology solutions and services from leading suppliers of mobility and
32

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

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

Worldwide Barcode, Networking & Security
Worldwide Communications & Services

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

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

Recent Developments

Impact of COVID-19 on our Business Environment

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

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

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

We continue to monitor and assess the impacts of the COVID-19 pandemic. During the first six months of our fiscal year, GAAP net sales declined 5.9% year-over-year while non-GAAP net sales, which exclude the negative impact of fluctuations in foreign currency translation, decreased 2.7% year-over-year.

In July 2020, we announced actions to address the business impacts of the COVID-19 pandemic and prepare for the next phase of growth. These actions included a $30 million annualized expense reduction plan. During the quarter and six months ended December 31, 2020, we recognized approximately $0.5 million and $8.8 million, respectively for restructuring and other charges, largely for severance and employee benefits for employees who left the Company as part of this plan. These actions are designed to better align the cost structure for our wholesale distribution business with lower sales volumes as a result of the
33

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

Closure of the Canpango Professional Services Business

In July 2020, we initiated actions to close Canpango, our salesforce implementation and consulting business. In August 2018, we acquired Canpango to help partners build out their customer relationship management capabilities as part of a CCaaS solution. There has been limited adoption by our partner community. We completed existing customer contracts and ceased operations during the quarter ended December 31, 2020.

Divestitures

The Company signed an agreement on July 23, 2020 with Intcomex for its products distribution 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 products distribution businesses on November 12, 2020.

Our Strategy

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

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

Our objective is to grow profitable sales in the technologies we offer and expand in higher margin and adjacent markets to help our sales partners offer more products and services and increase recurring revenue opportunities. As part of our strategic plan, we consider strategic acquisitions and alliances to enhance our technology offerings and service capabilities.
34

Results of Operations from Continuing Operations

Net Sales
The following tables summarize our net sales results by technology segment and by geographic location for our continuing operations for the quarters and six months ended December 31, 2020 and 2019:
 Quarter ended December 31,
% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Segment:20202019$ Change% Change
 (in thousands) 
Worldwide Barcode, Networking & Security$551,394 $575,001 $(23,607)(4.1)%(2.7)%
Worldwide Communications & Services259,503 248,998 10,505 4.2 %12.2 %
Total net sales$810,897 $823,999 $(13,102)(1.6)%1.8 %
 Six months ended December 31,
% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
20202019$ Change% Change
 (in thousands) 
Worldwide Barcode, Networking & Security$1,074,970 $1,156,188 $(81,218)(7.0)%(5.7)%
Worldwide Communications & Services493,268 510,512 (17,244)(3.4)%3.9 %
Total net sales$1,568,238 $1,666,700 $(98,462)(5.9)%(2.7)%
(a) A reconciliation of non-GAAP net sales in constant currency, excluding Divestitures and acquisitions is presented at the end of Results of Operations, under Non-GAAP Financial Information.

Worldwide Barcode, Networking & Security

The Worldwide Barcode, Networking & Security segment consists of sales to customers in North America and Brazil. For the quarter ended December 31, 2020, net sales for the Barcode, Networking & Security segment decreased $23.6 million, or 4.1%, compared to the prior-year quarter. Excluding the foreign exchange negative impact, adjusted net sales decreased $15.7 million, or 2.7%, for the quarter ended December 31, 2020 compared to the prior-year quarter. The decrease in net sales is primarily due to lower sales in parts of our business in North America, partially offset by growth in Brazil. During the quarter we saw continued progress in recovering from the sales impacts of the COVID-19 pandemic across key technologies in North America and Brazil.

Net sales decreased $81.2 million, or 7.0% for the six months ended December 31, 2020 compared to the prior six-month period. Excluding the foreign exchange negative impact, adjusted net sales decreased $65.6 million, or 5.7%, compared to the prior six-month period. The decrease in net sales and adjusted net sales is primarily due to lower sales volume across North America, partially offset by growth in Brazil.

Worldwide Communications & Services

The Worldwide Communications & Services segment consists of sales to customers in North America, Brazil, Europe and the UK. For the quarter ended December 31, 2020, net sales increased $10.5 million, or 4.2% compared to the prior-year quarter. Excluding the foreign exchange negative impact, adjusted net sales increased $30.4 million, or 12.2% for the quarter ended December 31, 2020. The increase in net sales and adjusted net sales is primarily due to sales growth in local currency in Brazil and increased sales volumes in North America. During the quarter we saw continued progress in recovering from the sales impacts of the COVID-19 pandemic across key technologies in North America and Brazil.
For the six months ended December 31, 2020, net sales decreased $17.2 million, or 3.4%, primarily from decreases in sales volume in North America and Brazil, partially offset by increases in net sales for Intelisys. Excluding the foreign exchange negative impact, adjusted net sales increased $20.1 million, or 3.9%, primarily due to sales growth in local currency in Brazil.

35

 Quarter ended December 31,
% Change, Constant Currency, Excluding Divestitures and Acquisitions (a)
Net Sales by Geography:20202019$ Change% Change
 (in thousands) 
United States and Canada$720,004 $734,832 $(14,828)(2.0)%(2.0)%
International90,893 89,167 1,726 1.9 %33.1 %
Total net sales$810,897 $823,999 $(13,102)(1.6)%1.8 %
 Six months ended December 31,
% Change, Constant Currency, Excluding Planned Divestitures and Acquisitions (a)
20202019$ Change% Change
 (in thousands) 
United States and Canada$1,403,607 $1,503,343 $(99,736)(6.6)%(6.6)%
International164,631 163,357 1,274 0.8 %33.2 %
Total net sales$1,568,238 $1,666,700 $(98,462)(5.9)%(2.7)%
(a) A reconciliation of non-GAAP net sales in constant currency, excluding Divestitures and acquisitions is presented at the end of Results of Operations in the non-GAAP section.

Gross Profit
The following tables summarize our gross profit for our continuing operations for the quarters and six months ended December 31, 2020 and 2019:
 Quarter ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Worldwide Barcode, Networking & Security$42,685 $51,133 $(8,448)(16.5)%7.7 %8.9 %
Worldwide Communications & Services43,358 47,186 (3,828)(8.1)%16.7 %19.0 %
Gross profit$86,043 $98,319 $(12,276)(12.5)%10.6 %11.9 %
 Six months ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Worldwide Barcode, Networking & Security$83,770 $101,423 $(17,653)(17.4)%7.8 %8.8 %
Worldwide Communications & Services83,053 95,421 (12,368)(13.0)%16.8 %18.7 %
Gross profit$166,823 $196,844 $(30,021)(15.3)%10.6 %11.8 %
Worldwide Barcode, Networking & Security

Gross profit dollars and gross profit margin for the Worldwide Barcode, Networking & Security segment decreased for the quarter and six months ended December 31, 2020 compared to the prior-year quarter primarily from lower vendor program recognition and lower margin sales mix, including large deals, compared to the prior-year quarter and six months.

Worldwide Communications & Services

Gross profit dollars and gross profit margin decreased for the Worldwide Communications & Services segment for the quarter and six months ended December 31, 2020 primarily from lower margin sales mix compared to the prior-year quarter and six month period, partially offset by the results contributed by our Intelisys recurring revenue business.
36


Operating Expenses

The following tables summarize our operating expenses for our continuing operations for the quarters and six months ended December 31, 2020 and 2019:
 Quarter ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Selling, general and administrative expenses$60,470 $67,840 $(7,370)(10.9)%7.5 %8.2 %
Depreciation expense3,097 3,161 (64)(2.0)%0.4 %0.4 %
Intangible amortization expense4,862 5,310 (448)(8.4)%0.6 %0.6 %
Restructuring and other charges484 266 218 82.0 %0.1 %0.0 %
Change in fair value of contingent consideration 3,176 (3,176)(100.0)%0.0 %0.4 %
Operating expenses$68,913 $79,753 $(10,840)(13.6)%8.5 %9.7 %
 Six months ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Selling, general and administrative expenses$122,580 $136,371 $(13,791)(10.1)%7.8 %8.2 %
Depreciation expense6,494 6,462 32 0.5 %0.4 %0.4 %
Intangible amortization expense9,716 9,848 (132)(1.3)%0.6 %0.6 %
Restructuring and other charges8,753 435 8,318 1,912.2 %0.6 %0.0 %
Change in fair value of contingent consideration516 5,649 (5,133)(90.9)%0.0 %0.3 %
Operating expenses$148,059 $158,765 $(10,706)(6.7)%9.4 %9.5 %
*nm - percentages are not meaningful

Selling, general and administrative expenses ("SG&A") decreased $7.4 million and $13.8 million for the quarter and six months ended December 31, 2020, respectively, compared to the prior-year periods due to lower employee costs and a decrease in travel expenses due to the COVID-19 pandemic. The decrease in employee costs for the quarter and six months ended December 31, 2020 is a result of the Company's expense reduction plan, which was implemented at the end of July 2020.
Depreciation expense remained fairly consistent for the quarter and six months ended December 31, 2020 compared to the prior-year periods.

Amortization expense decreased $0.4 million and $0.1 million for the quarter and six months ended December 31, 2020, respectively, compared to the prior-year periods largely due to Canpango intangible write-offs at the end of the prior fiscal year.

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 announced in July 2020.

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

Operating Income

The following tables summarize our operating income for our continuing operations for the quarters and six months ended December 31, 2020 and 2019:
37

 
 Quarter ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Worldwide Barcode, Networking & Security$5,887 $13,302 $(7,415)(55.7)%1.1 %2.3 %
Worldwide Communications & Services13,087 6,415 6,672 104.0 %5.0 %2.6 %
Corporate(1,844)(1,151)(693)nm*nm*nm*
Operating income$17,130 $18,566 $(1,436)(7.7)%2.1 %2.3 %
 Six months ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Worldwide Barcode, Networking & Security$8,034 $24,374 $(16,340)(67.0)%0.7 %2.1 %
Worldwide Communications & Services21,340 15,614 5,726 36.7 %4.3 %3.1 %
Corporate(10,610)(1,909)(8,701)nm*nm*nm*
Operating income$18,764 $38,079 $(19,315)(50.7)%1.2 %2.3 %
*nm - percentages are not meaningful

Worldwide Barcode, Networking & Security

For the Worldwide Barcode, Networking & Security segment, operating income decreased $7.4 million and $16.3 million for the quarter and six months ended December 31, 2020, respectively, compared to prior-year periods. Operating margin decreased to 1.1% and 0.7% for the quarter and six months ended December 31, 2020 compared to the prior-year periods. The decreases are primarily due to lower gross profits.

Worldwide Communications & Services

For the Worldwide Communications & Services segment, operating income increased $6.7 million and $5.7 million for the quarter and six months ended December 31, 2020. Operating margin increased to 5.0% and 4.3% for the quarter and six months ended December 31, 2020, respectively. The increase in operating income is primarily from lower SG&A expense, partially offset by lower gross profits.

Corporate

Corporate incurred $1.8 million and $10.6 million in restructuring and divestiture expenses for the quarter and six months ended December 31, 2020, respectively, compared to $1.2 million and $1.9 million in acquisition and divestiture expenses for the quarter and six months ended December 31, 2019, respectively.

Total Other (Income) Expense

The following tables summarize our total other (income) expense for our continuing operations for the quarters and six months ended December 31, 2020 and 2019:
38

 Quarter ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Interest expense$1,796 $3,312 $(1,516)(45.8)%0.2 %0.4 %
Interest income(531)(740)209 28.2 %(0.1)%(0.1)%
Net foreign exchange losses (gains)381 (64)445 (695.3)%0.0 %(0.0)%
Other, net(260)25 (285)1,140.0 %(0.0)%0.0 %
Total other expense, net$1,386 $2,533 $(1,147)(45.3)%0.2 %0.3 %
 Six months ended December 31,% of Net Sales December 31,
 20202019$ Change% Change20202019
 (in thousands)   
Interest expense$3,709 $6,629 $(2,920)(44.0)%0.2 %0.4 %
Interest income(1,011)(1,548)537 (34.7)%(0.1)%(0.1)%
Net foreign exchange losses819 182 637 350.0 %0.1 %0.0 %
Other, net(335)154 (489)(317.5)%(0.0)%0.0 %
Total other expense, net$3,182 $5,417 $(2,235)(41.3)%0.2 %0.3 %

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

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

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

Provision for Income Taxes

For the quarter and six months ended December 31, 2020, income tax expense was $4.7 million and $4.6 million, respectively, reflecting an effective tax rate of 29.75%. In comparison, for the quarter and six months ended December 31, 2019 income tax expense totaled $4.4 million and $8.7 million, respectively, reflecting an effective tax rate of 27.5% and 26.7%, respectively. The increase in the effective tax rate is primarily due to the impact of lowered forecasted earnings and changes in the geographical mix of income as compared to the prior-year. We expect the effective tax rate, excluding discrete items, for fiscal year 2021 to be approximately 28.75% to 29.75%. See Note 15 - Income Taxes to the Notes to Consolidated Financial Statements for further discussion.

Non-GAAP Financial Information

Evaluating Financial Condition and Operating Performance

In addition to disclosing results that are determined in accordance with United States generally accepted accounting principles ("US GAAP" or "GAAP"), we also disclose certain non-GAAP financial measures. These measures include non-GAAP operating income, non-GAAP pre-tax income, non-GAAP net income, non-GAAP EPS, return on invested capital ("ROIC") and "constant currency." Constant currency is a measure that excludes the translation exchange impact from changes in foreign
39

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

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

Return on Invested Capital

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

We calculate ROIC as earnings before interest expense, income taxes, depreciation and amortization, plus change in fair value of contingent consideration and other non-GAAP adjustments ("adjusted EBITDA"), divided by invested capital. Invested capital is defined as average equity plus average daily funded interest-bearing debt for the period. The following table summarizes annualized ROIC for the quarters ended December 31, 2020 and 2019, respectively:
  
Quarter ended December 31,
 20202019
Return on invested capital ratio, annualized(a)
12.4 %9.9 %
(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,
 20202019
 (in thousands)
Reconciliation of net income to EBITDA:
Net income from continuing operations (GAAP)$11,061 $11,626 
Plus: Interest expense1,796 3,312 
Plus: Income taxes4,683 4,407 
Plus: Depreciation and amortization8,349 9,081 
EBITDA (non-GAAP)25,889 28,426 
Plus: Change in fair value of contingent consideration 3,176 
Plus: Acquisition and divestiture costs (a)
1,359 1,151 
Plus: Restructuring costs484 266 
Adjusted EBITDA (numerator for ROIC) (non-GAAP)$27,732 $33,019 
40

Quarter ended December 31,
 20202019
 (in thousands)
Invested capital calculations:
Equity – beginning of the quarter$671,227 $905,751 
Equity – end of the quarter682,139 927,580 
Plus: Change in fair value of contingent consideration, net of tax 2,401 
Plus: Acquisition and divestiture costs (a)
1,359 1,151 
Plus: Restructuring, net of tax
366 196 
Plus: Discontinued operations net loss25,255 260 
Average equity690,173 918,670 
Average funded debt (b)
198,620 411,614 
Invested capital (denominator for ROIC) (non-GAAP)$888,793 $1,330,284 
(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 also exclude the impact of acquisitions prior to the first full year of operations from the acquisition date and the impact of Divestitures in order to show net sales results on an organic basis. This information is provided to analyze underlying trends without the translation impact of fluctuations in foreign currency rates and, the impact of Divestitures and acquisitions, if applicable. Below we show organic growth by providing a non-GAAP reconciliation of net sales in constant currency, excluding Divestitures:

41

Net Sales by Segment:
Quarter ended December 31,
20202019$ Change% Change
Worldwide Barcode, Networking & Security:(in thousands)
Non-GAAP net sales, including Divestitures$606,760 $686,237 $(79,477)(11.6)%
Divestitures(55,366)(111,236)
Net sales, reported551,394 575,001 (23,607)(4.1)%
Foreign exchange impact(a)
7,903 — 
Non-GAAP net sales, constant currency excluding Divestitures$559,297 $575,001 $(15,704)(2.7)%
Worldwide Communications & Services:
Non-GAAP net sales, including Divestitures$272,460 $293,673 $(21,213)(7.2)%
Divestitures(12,957)(44,675)
Net sales, reported259,503 248,998 10,505 4.2 %
Foreign exchange impact(a)
19,882 — 
Non-GAAP net sales, constant currency excluding Divestitures$279,385 $248,998 $30,387 12.2 %
Consolidated:
Non-GAAP net sales, including Divestitures$879,220 $979,910 $(100,690)(10.3)%
Divestitures(68,323)(155,911)
Net sales, reported810,897 823,999 (13,102)(1.6)%
Foreign exchange impact(a)
27,785 — 
Non-GAAP net sales, constant currency excluding Divestitures$838,682 $823,999 $14,683 1.8 %
(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 quarter ended December 31, 2020 into U.S. dollars using the average foreign exchange rates for the quarter ended December 31, 2019.
42

Net Sales by Segment:
Six months ended December 31,
20202019$ Change% Change
Worldwide Barcode, Networking & Security:(in thousands)
Non-GAAP net sales, including Divestitures$1,245,146 $1,384,028 $(138,882)(10.0)%
Divestitures(170,176)(227,840)
Net sales, reported1,074,970 1,156,188 (81,218)(7.0)%
Foreign exchange impact(a)
15,626 — 
Non-GAAP net sales, constant currency excluding Divestitures$1,090,596 $1,156,188 $(65,592)(5.7)%
Worldwide Communications & Services:
Non-GAAP net sales, including Divestitures$536,466 $594,300 $(57,834)(9.7)%
Divestitures(43,198)(83,788)
Net sales, reported493,268 510,512 (17,244)(3.4)%
Foreign exchange impact(a)
37,321 — 
Non-GAAP net sales, constant currency excluding Divestitures$530,589 $510,512 $20,077 3.9 %
Consolidated:
Non-GAAP net sales, including Divestitures$1,781,612 $1,978,328 $(196,716)(9.9)%
Divestitures(213,374)(311,628)
Net sales, reported1,568,238 1,666,700 (98,462)(5.9)%
Foreign exchange impact(a)
52,947 — 
Non-GAAP net sales, constant currency excluding Divestitures$1,621,185 $1,666,700 $(45,515)(2.7)%
(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, 2020 into U.S. dollars using the average foreign exchange rates for the six months ended December 31, 2019.

43

Net Sales by Geography:
Quarter ended December 31,
20202019$ Change% Change
United States and Canada:(in thousands)
Net sales, as reported$720,004 $734,832 $(14,828)(2.0)%
International:
Non-GAAP net sales, including Divestitures$159,216 $245,078 $(85,862)(35.0)%
Divestitures(68,323)(155,911)
Net sales, reported90,893 89,167 1,726 1.9 %
Foreign exchange impact (a)
27,785 — 
Non-GAAP net sales, constant currency excluding Divestitures$118,678 $89,167 $29,511 33.1 %
Consolidated:
Non-GAAP net sales, including Divestitures$879,220 $979,910 $(100,690)(10.3)%
Divestitures(68,323)(155,911)
Net sales, reported810,897 823,999 (13,102)(1.6)%
Foreign exchange impact(a)
27,785 — 
Non-GAAP net sales, constant currency excluding Divestitures$838,682 $823,999 $14,683 1.8 %
(a) Year-over-year net sales growth rate excluding the translation impact of changes in foreign currency exchange rates. Calculated by translating the net sales for the quarter ended December 31, 2020 into U.S. dollars using the average foreign exchange rates for the quarter ended December 31, 2019.
Six months ended December 31,
20202019$ Change% Change
United States and Canada:(in thousands)
Net sales, as reported$1,403,607 $1,503,343 $(99,736)(6.6)%
International:
Non-GAAP net sales, including Divestitures$378,005 $474,985 $(96,980)(20.4)%
Divestitures(213,374)(311,628)
Net sales, reported164,631 163,357 1,274 0.8 %
Foreign exchange impact(a)
52,947 — 
Non-GAAP net sales, constant currency excluding Divestitures$217,578 $163,357 $54,221 33.2 %
Consolidated:
Non-GAAP net sales, including Divestitures$1,781,612 $1,978,328 $(196,716)(9.9)%
Divestitures(213,374)(311,628)
Net sales, reported1,568,238 1,666,700 (98,462)(5.9)%
Foreign exchange impact(a)
52,947 — 
Non-GAAP net sales, constant currency excluding Divestitures$1,621,185 $1,666,700 $(45,515)(2.7)%
(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, 2020 into U.S. dollars using the average foreign exchange rates for the six months ended December 31, 2019.

44

Operating Income by Segment:
Quarter ended December 31,% of Net Sales December 31,
20202019$ Change% Change20202019
Worldwide Barcode, Networking & Security:(in thousands)
GAAP operating income$5,887 $13,302 $(7,415)(55.7)%1.1 %2.3 %
Adjustments:
Amortization of intangible assets1,968 1,968 — 
Non-GAAP operating income$7,855 $15,270 $(7,415)(48.6)%1.4 %2.7 %
Worldwide Communications & Services:
GAAP operating income$13,087 $6,415 $6,672 104.0 %5.0 %2.6 %
Adjustments:
Amortization of intangible assets2,894 3,342 (448)
Change in fair value of contingent consideration 3,176 (3,176)
Restructuring costs 266 (266)
Non-GAAP operating income$15,981 $13,199 $2,782 21.1 %6.2 %5.3 %
Corporate:
GAAP operating income$(1,844)$(1,151)$(693)nm*nm*nm*
Adjustments:
Restructuring costs484 — 
Acquisition and divestiture costs1,360 1,151 209 
Non-GAAP operating income$ $— $— nm*nm*nm*
Consolidated:
GAAP operating income$17,130 $18,566 $(1,436)(7.7)%2.1 %2.3 %
Adjustments:
Amortization of intangible assets4,862 5,310 (448)
Change in fair value of contingent consideration 3,176 (3,176)
Acquisition and divestiture costs1,360 1,151 209 
Restructuring costs484 266 218 
Non-GAAP operating income$23,836 $28,469 $(4,633)(16.3)%2.9 %3.5 %
45

Operating Income by Segment:
Six months ended December 31,% of Net Sales December 31,
20202019$ Change% Change20202019
Worldwide Barcode, Networking & Security:(in thousands)
GAAP operating income$8,034 $24,374 $(16,340)(67.0)%0.7 %2.1 %
Adjustments:
Amortization of intangible assets3,936 3,936 — 
Non-GAAP operating income$11,970 $28,310 $(16,340)(57.7)%1.1 %2.4 %
Worldwide Communications & Services:
GAAP operating income$21,340 $15,614 $5,726 36.7 %4.3 %3.1 %
Adjustments:
Amortization of intangible assets5,780 5,912 (132)
Change in fair value of contingent consideration516 5,649 (5,133)
Restructuring costs 435 (435)
Non-GAAP operating income$27,636 $27,610 $26 0.1 %5.6 %5.4 %
Corporate:
GAAP operating income$(10,610)$(1,909)$(8,701)nm*nm*nm*
Adjustments:
Acquisition and divestiture costs1,857 1,909 (52)
Restructuring costs8,753 — 8,753 
Non-GAAP operating income$ $ $— nm*nm*nm*
Consolidated:
GAAP operating income$18,764 $38,079 $(19,315)(50.7)%1.2 %2.3 %
Adjustments:
Amortization of intangible assets9,716 9,848 (132)
Change in fair value of contingent consideration516 5,649 (5,133)
Acquisition and divestiture costs1,857 1,909 (52)
Restructuring costs8,753 435 8,318 
Non-GAAP operating income39,606 55,920 $(16,314)(29.2)%2.5 %3.4 %
46

Income Statement Non-GAAP Metrics

To evaluate current period performance on a more consistent basis with prior periods, we disclose non-GAAP net sales, non-GAAP gross profit, non-GAAP operating income, non-GAAP net other expense, non-GAAP pre-tax income, non-GAAP net income and non-GAAP diluted earnings per share. Non-GAAP results exclude amortization of intangible assets related to acquisitions, changes in fair value of contingent consideration, acquisition and divestiture costs, restructuring costs, impact of Divestitures and other non-GAAP adjustments. These year-over-year metrics include the translation impact of changes in foreign currency exchange rates. These metrics are useful in assessing and understanding our operating performance, especially when comparing results with previous periods or forecasting performance for future periods. Below we provide a non-GAAP reconciliation of the aforementioned metrics adjusted for the costs and charges mentioned above:
Quarter ended December 31, 2020
GAAP MeasureIntangible amortization expenseChange in fair value of contingent considerationAcquisition and divestiture costsRestructuring costsNon-GAAP measure
(in thousands, except per share data)
Net sales$810,897 $ $ $ $ $810,897 
Gross profit86,043     86,043 
Operating income17,130 4,862  1,360 484 23,836 
Other expense, net1,386     1,386 
Pre-tax income15,744 4,862  1,360 484 22,450 
Net income from continuing operations11,061 3,682  1,360 366 16,469 
Diluted EPS from continuing operations$0.43 $0.15 $ $0.06 $0.01 $0.65 
Quarter ended December 31, 2019
GAAP MeasureIntangible amortization expenseChange in fair value of contingent considerationAcquisition and divestitureRestructuring costsNon-GAAP measure
(in thousands, except per share data)
Net sales$823,999 $— $— $— $— $823,999 
Gross profit98,319 — — — — 98,319 
Operating income18,566 5,310 3,176 1,151 266 28,469 
Other expense, net2,533 — — — — 2,533 
Pre-tax income16,033 5,310 3,176 1,151 266 25,936 
Net income from continuing operations11,626 4,032 2,401 1,151 196 19,406 
Diluted EPS from continuing operations$0.46 $0.16 $0.09 $0.05 $0.01 $0.77 
47

Six months ended December 31, 2020
GAAP MeasureIntangible amortization expenseChange in fair value of contingent considerationAcquisition and divestiture costsRestructuring costsNon-GAAP measure
(in thousands, except per share data)
Net sales$1,568,238 $ $ $ $ $1,568,238 
Gross profit166,823     166,823 
Operating income18,764 9,716 516 1,857 8,753 39,606 
Other expense, net3,182     3,182 
Pre-tax income15,582 9,716 516 1,857 8,753 36,424 
Net income from continuing operations10,946 7,357 390 1,857 6,617 27,167 
Diluted EPS from continuing operations$0.43 $0.29 $0.02 $0.07 $0.26 $1.07 
Six months ended December 31, 2019
GAAP MeasureIntangible amortization expenseChange in fair value of contingent considerationAcquisition and divestitureRestructuring costsNon-GAAP measure
(in thousands, except per share data)
Net sales$1,666,700 $— $— $— $— $1,666,700 
Gross profit196,844 — — — — 196,844 
Operating income38,079 9,848 5,649 1,909 435 55,920 
Other expense, net5,417 — — — — 5,417 
Pre-tax income32,662 9,848 5,649 1,909 435 50,503 
Net income from continuing operations23,917 7,438 4,270 1,909 324 37,858 
Diluted EPS from continuing operations$0.94 $0.29 $0.17 $0.07 $0.01 $1.48 
48

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 $67.2 million at December 31, 2020, compared to $29.5 million at June 30, 2020, including $48.5 million and $23.6 million held outside of the United States at December 31, 2020 and June 30, 2020, respectively. Checks released but not yet cleared in the amounts of $19.3 million and $17.1 million are included in accounts payable at December 31, 2020 and June 30, 2020, respectively.

We conduct business in many locations throughout the world where we generate and use cash. We provide for U.S. income taxes for the earnings of our Canadian subsidiary, but earnings from Brazil will continue to be considered retained indefinitely for reinvestment. All other foreign geographies are immaterial. It has been our practice to reinvest those earnings in the businesses outside the United States. As a result of the sale of the Latin American and European entities, the Company repatriated the proceeds to the United States with minimal tax consequences.
Our net investment in working capital at December 31, 2020 was $429.5 million compared to $431.3 million at June 30, 2020 and $548.0 million at December 31, 2019. 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.
Six months ended
December 31,
20202019
Cash provided by (used in):(in thousands)
Operating activities$115,674 $82,734 
Investing activities32,902 (51,662)
Financing activities(109,883)(90,004)
Effect of exchange rate change on cash and cash equivalents1,887 (256)
Increase in cash and cash equivalents$32,732 $18,187 
Net cash provided by operating activities was $115.7 million for the six months ended December 31, 2020, compared to $82.7 million provided in the prior-year period. Cash provided by operating activities for the six months ended December 31, 2020 is primarily attributable to cash provided by increased accounts payable, decreased inventory, and earnings from operations adjusted for non-cash items, partially offset by increased accounts receivable. Cash provided by operating activities for the six months ended December 31, 2019 is primarily attributable to earnings from operations adjusted for non-cash items and increased accounts payable, partially offset by increased inventory.

The number of days sales outstanding ("DSO") was 60 days at December 31, 2020, compared to 63 days at June 30, 2020 and 56 days at December 31, 2019. Inventory turned 6.9 times during the quarter ended December 31, 2020 compared to 6.2 times for previous quarter ended September 30, 2020 and 4.8 times in the prior-year quarter ended December 31, 2019.

Cash provided by investing activities for the six months ended December 31, 2020 was $32.9 million, compared to $51.7 million used in the prior-year period. Cash provided by investing activities primarily represents the sale of our discontinued operations in the six months ended December 31, 2020. The prior-year period includes cash of $48.9 million used for the acquisition of intY.

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

For the six months ended December 31, 2020, cash used for financing activities totaled $109.9 million, compared to $90.0 million used in the prior-year period. Cash used for financing activities for both periods was primarily for repayments on the revolving credit facility and contingent consideration payments to the former shareholders of Intelisys.
49


Credit Facility

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

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

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

The Amended Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants. Specifically, our Leverage Ratio must be less than or equal to 3.50 to 1.00 at all times. In addition, our Interest Coverage Ratio (as such term is defined in the Amended Credit Agreement) must be at least 3.00 to 1.00 at the end of each fiscal quarter. In the event of a default, customary remedies are available to the lenders, including acceleration and increased interest rates. We were in compliance with all covenants under the credit facility at December 31, 2020. Including borrowings for both continuing and discontinued operations, there was $5.0 million and $92.4 million in outstanding borrowings on our revolving credit facility at December 31, 2020 and June 30, 2020, respectively.

Including borrowings for both continuing and discontinued operations, the average daily balance for the revolving credit facility, excluding the term loan facility, was $70.4 million and $253.1 million for the six month periods ended December 31, 2020 and 2019, respectively. There were letters of credit issued under the multi-currency revolving credit facility for the discontinued operations of $0.3 million at December 31, 2020 and June 30, 2020. Taking into consideration outstanding borrowings on the multi-currency revolving credit facility for both continuing and discontinued operations, there was $344.7 million and $257.3 million available for additional borrowings at December 31, 2020 and June 30, 2020, respectively. Availability to use this borrowing capacity depends upon, among other things, the levels of our Leverage Ratio and Interest Coverage Ratio, which, in turn, will depend upon (1) our Credit Facility Net Debt relative to our Credit Facility EBITDA and (2) Credit Facility EBITDA relative to total interest expense, respectively.  As a result, our availability will increase if EBITDA increases (subject to the limit of the facility) and decrease if EBITDA decreases. At December 31, 2020, based upon the calculation of our Credit Facility Net Debt relative to our Credit Facility EBITDA, there was $195.1 million available for borrowing. While we were in compliance with the financial covenants contained in the Credit Facility as of December 31, 2020, and currently expect to continue to maintain such compliance, should we encounter difficulties, our historical relationship with our Credit Facility lending group has been strong and we anticipate their continued support of our long-term business.

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

Earnout Payments

Related to the acquisition on August 29, 2016, the final earnout payment for Intelisys, which totaled $46.9 million, was paid in October 2020, funded by borrowings on our revolving credit facility.

50

Summary

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

Off-Balance Sheet Arrangements and Contractual Obligations

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

See Note 10 - Fair Value of Financial Instruments for a discussion on the liabilities recorded. There have been no other material changes in our contractual obligations and commitments disclosed in our Annual Report on Form 10-K filed on August 31, 2020.

Accounting Standards Recently Issued

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

Critical Accounting Policies and Estimates

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

Allowances for Trade and Notes Receivable

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

We maintain an allowance for doubtful accounts receivable for estimated future expected credit losses resulting from customers’ failure to make payments on accounts receivable due to the Company. 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 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.
51

Item 3.Quantitative and Qualitative Disclosures About Market Risk

For a description of the Company's market risks, see Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. No material changes have occurred to our market risks since June 30, 2020.
52

Item 4.Controls and Procedures

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

53

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

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

Item 1A.Risk Factors

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

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

On August 29, 2016, we announced a Board of Directors ("BOD") authorization to repurchase shares up to $120 million of our common stock over three years. The share repurchase authorization expired in August 2019. Final share repurchases under this authorization occurred during the quarter ended September 30, 2019, totaling 168,068 shares for $5.4 million.
We have never declared or paid a cash dividend. Under the terms of our credit facility, the payment of cash dividends is restricted.

Item 6.Exhibits
Exhibit
Number
Description
10.1
31.1
31.2
32.1
32.2
101The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at December 31, 2020 and June 30, 2020; (ii) the Condensed Consolidated Income Statements for the quarter and six months ended December 31, 2020 and 2019; (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the quarter and six months ended December 31, 2020 and 2019; (iv) the Condensed Consolidated Statements of Shareholder's Equity at December 31, 2020 and 2019; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2020 and 2019; 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
54

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 ScanSource, Inc.
 /s/ MICHAEL L. BAUR
 Michael L. Baur
Date:February 2, 2021Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ STEPHEN T. JONES
Stephen T. Jones
Date:February 2, 2021Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)



55