Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply judgment in evaluating the cost-benefit relationship of those disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Our disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.
Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of June 30, 2021, were effective in providing reasonable assurance that the objectives of the disclosure controls and procedures are met.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of June 30, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013 Internal Control – Integrated Framework . Based on its assessment using those criteria, our management concluded that our internal control over financial reporting was effective as of June 30, 2021.
The effectiveness of our internal control over financial reporting as of June 30, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their Report of Independent Registered Certified Public Accounting Firm on Internal Control Over Financial Reporting which is included with the Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the fiscal year ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information.
None.
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PART III
Information called for by Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K has been omitted as we intend to file with the SEC not later than 120 days after the end of our fiscal year ended June 30, 2021, an amendment to this Form 10-K or a definitive Proxy Statement relating to the 2022 Annual Meeting pursuant to Regulation 14A promulgated under the Exchange Act (the "Part III Filing"). Such information will be set forth in such Part III Filing and is incorporated herein by reference.
ITEM 10. Directors, Executive Officers and Corporate Governance.
The information required to be included by Item 10 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 11. Executive Compensation.
The information required to be included by Item 11 of the Form10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required to be included by Item 12 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
The information required to be included by Item 13 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
ITEM 14. Principal Accountant Fees and Services.
The information required to be included by Item 14 of Form 10-K will be included in our Part III Filing and such information is incorporated by reference herein.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements. For a list of the financial statements included in this Annual Report on Form 10-K, see "Index to Financial Statements" included herein.
(a)(2) Financial Statement Schedules. See Schedule II – "Valuation and Qualifying Accounts," which appears below.
(a)(3) Exhibits. The list of exhibits filed as a part of this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated by reference in this Item 15(a)(3).
(b) Exhibits . See Exhibit Index.
(c) Separate Financial Statements and Schedules . None.
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ITEM 16. FORM 10-K SUMMARY
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SCANSOURCE, INC.
Date: August 24, 2021 By: /s/ MICHAEL L. BAUR
Michael L. Baur
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ MICHAEL L. BAUR Chairman, Chief Executive Officer and President August 24, 2021
Michael L. Baur (Principal Executive Officer)
/s/ STEVE JONES Senior Executive Vice President and Chief Financial Officer August 24, 2021
Steve Jones (Principal Financial Officer and Principal Accounting Officer)
/s/ PETER C. BROWNING Lead Independent Director August 24, 2021
Peter C. Browning
/s/ FRANK E. EMORY, JR. Director August 24, 2021
Frank E. Emory, Jr.
/s/ MICHAEL J. GRAINGER Director August 24, 2021
Michael J. Grainger
/s/ DOROTHY F. RAMONEDA Director August 24, 2021
Dorothy F. Ramoneda
/s/ JOHN P. REILLY Director August 24, 2021
John P. Reilly
/s/ JEFFREY R. RODEK Director August 24, 2021
Jeffrey R. Rodek
/s/ ELIZABETH O. TEMPLE Director August 24, 2021
Elizabeth O. Temple
/s/ CHARLES R. WHITCHURCH Director August 24, 2021
Charles R. Whitchurch
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Index to Financial Statements
Exhibit Index
Exhibit
Number Description Filed
herewith Form Exhibit Filing
Date
2.1 Letter Agreement between Registrant and Intersmart Comércio ImportaçãoExportação de Equipamentos Eletrônicos, S.A., dated August 14, 2014
8-K 10.1 8/15/2014
2.2 Share Purchase and Sale Agreement for Global Data Network LLP dated January 8, 2015
10-Q 2.1 2/3/2015
2.3 Asset Purchase Agreement for Intelisys, Inc. dated August 5, 2016
10-Q 10.1 11/7/2016
2.4 + Sale and Purchase Agreement, dated November 12, 2020, by and among ScanSource Europe C.V. and SSE Services Holdings, LLC
8-K 2.1 11/13/2020
3.1 Amended and Restated Articles of Incorporation and Articles of Amendment
10-Q 3.1 2/3/2005
3.2 Amended and Restated Bylaws
8-K 3.1 11/30/2018
4.1 Form of Common Stock Certificate SB-2 4.1 2/7/1994
4.2 Description of Securities
10-K 4.2 8/22/2019
Executive Compensation Plans and Arrangements
10.1 ScanSource, Inc. Nonqualified Deferred Compensation Plan, as Amended and Restated Effective January 1, 2021
10-Q 10.3 5/10/2021
10.2 Amended and Restated 2002 Long-Term Incentive Plan
8-K 10.1 12/7/2009
10.3 2013 Long-Term Incentive Plan
S-8 99 12/5/2013
10.4 Employee Stock Purchase Plan
S-8 99 12/5/2013
10.5 Founder's Supplemental Executive Retirement Plan Agreement
10-Q 10.2 5/6/2011
10.6 Executive Severance Plan
8-K 10.3 6/21/2017
10.7 Form of Incentive Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2009
8-K 10.3 12/7/2009
10.8 Form of Incentive Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2010
10-Q 10.2 2/4/2011
10.9 Form of Non-Qualified Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2009
8-K 10.4 12/7/2009
10.10 Form of Non-Qualified Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2010
10-Q 10.3 2/4/2011
10.11 Form of Restricted Stock Unit Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
10-Q 10.1 2/6/2014
10.12 Form of Director Restricted Stock Unit Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
10-Q 10.2 2/6/2014
10.13 Form of Incentive Stock Option Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
10-Q 10.3 2/6/2014
10.14 Form of Non-Qualified Stock Option Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
10-Q 10.4 2/6/2014
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Index to Financial Statements
Exhibit
Number Description Filed
herewith Form Exhibit Filing
Date
10.15 Form of Other Stock Based Award Certificate under ScanSource, Inc. 2013 Long-Term Incentive Plan
10-K 10.33 8/28/2014
10.16 Form of Performance and Service - Based Restricted Stock Unit Award Certificate under ScanSource Inc. 2013 Long-Term Incentive Plan
10-K 10.34 8/28/2014
10.17 Form of Restricted Stock Unit Award (Performance and Service-Based) under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.1 12/8/2017
10.18 Form of Restricted Stock Unit Award (Service-Based) under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.2 12/8/2017
10.19 Form of Non-Qualified Stock Option Agreement under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.3 12/8/2017
10.20 Form of Incentive Stock Option Agreement under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.4 12/8/2017
10.21 Amended and Restated Employment Agreement, effective as of July 1, 2017, of Michael L. Baur
8-K 10.1 6/21/2017
10.22 Amended and Restated Employment Agreement, dated June 25, 2014, of Gerald Lyons
10-K 10.24 8/28/2014
10.23 First Amendment to Amended and Restated Employment Agreement, effective June 15, 2017, of Gerald Lyons
8-K 10.2 6/21/2017
10.24 Employment Letter, dated August 23, 2017, of Gerald Lyons
8-K 10.1 8/24/2017
10.25 Employment Letter, dated January 11, 2018 of Matthew Dean
10-K 10.27 8/22/2019
10.26 Employment Letter, dated September 17, 2019 of John Eldh
X
10.27 Severance Plan for John C. Eldh
X
10.28 Employment Letter, dated November 16, 2020, of Stephen Jones
10-Q 10.1 2/2/2021
10.29 Employment Letter, dated May 6, 2021 of Rachel Hayden
X
10.30 Board of Directors Compensation Program effective July 1, 2018
10-K 10.32 8/28/2018
10.31 First Amendment to Nonqualified Deferred Compensation Plan
8-K 10.1 11/30/2018
10.32 Form of Director Restricted Stock Award Certificate for grants on or after January 1, 2019
8-K 10.2 11/30/2018
10.33 Form of Director Restricted Stock Unit Certificate for grants on or after January 1, 2019
8-K 10.3 11/30/2018
10.34 Form of Director Restricted Stock Award Certificate
8-K 10.4 11/30/2018
10.35 Form of Restricted Stock Unit Award Certificate
8-K 10.5 11/30/2018
10.36 Form of Restricted Stock Unit Award Certificate
8-K 10.1 1/30/2020
10.37 Form of Restricted Stock Unit Award Certificate
X
10.38 Form of Restricted Stock Unit Award Certificate
X
Bank Agreements
10.39 Second Amended and Restated Credit Agreement
8-K 10.1 5/1/2019
Other Agreements
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Exhibit
Number Description Filed
herewith Form Exhibit Filing
Date
10.40 + Industrial Lease Agreement dated April 27, 2007 between Registrant and Industrial Developments International, Inc.
X
10.41 + Third Amendment to Industrial Lease Agreement between Registrant and Industrial Developments International, Inc.
X
10.42 Fourth Amendment to Industrial Lease Agreement
10-Q 10.1 5/9/2019
10.43 + Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.
10-K 10.38 8/22/2019
10.44 + Amendment No. 3 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.39 8/22/2019
10.45 + Amendment No. 5 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.40 8/22/2019
10.46 + Amendment No. 6 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.41 8/22/2019
10.47 + Amendment No. 7 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.42 8/22/2019
10.48 Amendment No. 9 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.43 8/22/2019
10.49 + Amendment No. 11 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.44 8/22/2019
10.50 Amendment No. 12 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.45 8/22/2019
10.51 Amendment No. 13 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.46 8/22/2019
10.52 Amendment No. 14 to Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.47 8/22/2019
10.53 A mendment No. 16 to Cisco Nonexclusive Valu e Added Distr ibutor Agreement
10-Q 10.1 5/10/2021
10.54 Amendment No. 17 to Cisco Nonexclusive Value Added Distributor Agreement
10-Q 10.2 5/10/2021
10.55 + Addendum to Cisco Nonexclusive Value Added Distributor Agreement dated March 25, 2019
10-K 10.48 8/22/2019
10.56 + Addendum to Cisco Nonexclusive Value Added Distributor Agreement dated March 2, 2015
10-K 10.49 8/22/2019
10.57 + Affiliate Agreement under Cisco Nonexclusive Value Added Distributor Agreement
10-K 10.50 8/22/2019
10.58 + Distribution Agreement with US Motorola (f/k/a Symbol Technologies, Inc.)
X
10.59 + Amendment to PartnerEmpower Distribution Agreement with Zebra
X
10.60 Participation Agreement Relating to Distribution Agreement with Zebra
10-K 10.51 8/29/2016
10.61 + Amendment to PartnerConnect EVM Distributor Agreement
X
10.62 + Addendum to Zebra PartnerConnect Distributor Agreement
10-Q 10.2 5/9/2019
10.63 Letter of Agreement to PartnerConnect EVM Distributor Agreement
10-K 10.55 8/31/2020
10.64 Addendum to Zebra PartnerConnect EVM Distributor Agreement
X
21.1 Subsidiaries of the Company
X
23.1 Consent of Grant Thornton LLP
X
31.1 Certification of the Chief Executive Officer
X
31.2 Certification of the Chief Financial Officer
X
32.1 Certification of the Chief Executive Officer
X
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Exhibit
Number Description Filed
herewith Form Exhibit Filing
Date
32.2 Certification of the Chief Financial Officer
X
101 The following materials from our Annual Report on Form 10-K for the year ended June 30, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2021 and June 30, 2020, (ii) the Consolidated Income Statements for the years ended June 30, 2021, June 30, 2020 and June 30, 2019, (iii) the Consolidated Statements of Shareholders' Equity for the years ended June 30, 2021, June 30, 2020 and June 30, 2019, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2021, June 30, 2020 and June 30, 2019, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. X
104 Cover page Inline XBRL File (Included in Exhibit 101) X
+ Portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 000-26926.
99