SCANSOURCE, INC. 10-Q

Item 1. Financial Statements SCANSOURCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share information) September 30, 2024 June 30, 2024 Assets Current assets: Cash and cash equivalents $ 145,044 $ 185,460 Accounts receivable, less allowance of $ 22,721 at September 30, 2024 and $ 20,684 at June 30, 2024 567,127 581,523 Inventories 504,078 512,634 Prepaid expenses and other current assets 136,110 125,082 Total current assets 1,352,359 1,404,699 Property and equipment, net 32,940 33,501 Goodwill 232,856 206,301 Identifiable intangible assets, net 77,800 37,634 Deferred income taxes 17,490 19,902 Other non-current assets 73,064 76,995 Total assets $ 1,786,509 $ 1,779,032 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 578,657 $ 587,984 Accrued expenses and other current liabilities 69,326 65,616 Current portion of contingent consideration 1,911 — Income taxes payable 6,376 7,895 Current portion of long-term debt 9,736 7,857 Total current liabilities 666,006 669,352 Long-term debt, net of current portion 133,913 136,149 Borrowings under revolving credit facility — 50 Long-term portion of contingent consideration 15,289 — Other long-term liabilities 50,408 49,226 Total liabilities 865,616 854,777 Commitments and contingencies Shareholders’ equity: Preferred stock, no par value; 3,000,000 shares authorized, none issued — — Common stock, no par value; 45,000,000 shares authorized, 24,005,107 and 24,243,848 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively 2,975 26,370 Retained earnings 1,030,712 1,013,738 Accumulated other comprehensive loss ( 112,794 ) ( 115,853 ) Total shareholders’ equity 920,893 924,255 Total liabilities and shareholders’ equity $ 1,786,509 $ 1,779,032 June 30, 2024 amounts are derived from audited consolidated financial statements. See accompanying notes to these condensed consolidated financial statements. 5 Table of Contents SCANSOURCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED) (In thousands, except per share data) Quarter ended September 30, 2024 2023 Net sales $ 775,580 $ 876,305 Cost of goods sold 673,961 769,797 Gross profit 101,619 106,508 Selling, general and administrative expenses 71,706 75,436 Depreciation expense 2,857 2,795 Intangible amortization expense 4,358 4,193 Restructuring expense 5,068 — Operating income 17,630 24,084 Interest expense 2,109 5,585 Interest income ( 2,659 ) ( 1,325 ) Other (income) expense, net ( 4,782 ) 677 Income before income taxes 22,962 19,147 Provision for income taxes 5,988 3,715 Net income $ 16,974 $ 15,432 Per share data: Net income per common share, basic $ 0.70 $ 0.62 Weighted-average shares outstanding, basic 24,147 24,886 Net income per common share, diluted $ 0.69 $ 0.61 Weighted-average shares outstanding, diluted 24,646 25,178 See accompanying notes to these condensed consolidated financial statements. 6 Table of Contents SCANSOURCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands) Quarter ended September 30, 2024 2023 Net income $ 16,974 $ 15,432 Unrealized (loss) gain on hedged transaction, net of tax ( 1,050 ) 153 Foreign currency translation adjustment 4,109 ( 6,890 ) Comprehensive income $ 20,033 $ 8,695 See accompanying notes to these condensed consolidated financial statements. 7 Table of Contents SCANSOURCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (In thousands, except share information) Common Stock (Shares) Common Stock (Amount) Retained Earnings Accumulated Other Comprehensive Loss Total Balance at June 30, 2024 24,243,848 $ 26,370 $ 1,013,738 $ ( 115,853 ) $ 924,255 Net income — — 16,974 — 16,974 Unrealized loss on hedged transaction, net of tax — — — ( 1,050 ) ( 1,050 ) Foreign currency translation adjustment — — — 4,109 4,109 Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes 349,277 2,177 — — 2,177 Common stock repurchased ( 588,018 ) ( 28,043 ) — — ( 28,043 ) Share-based compensation — 2,471 — — 2,471 Balance at September 30, 2024 24,005,107 $ 2,975 $ 1,030,712 $ ( 112,794 ) $ 920,893 See accompanying notes to these condensed consolidated financial statements. 8 Table of Contents SCANSOURCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (In thousands, except share information) Common Stock (Shares) Common Stock (Amount) Retained Earnings Accumulated Other Comprehensive Loss Total Balance at June 30, 2023 24,844,203 $ 58,241 $ 936,678 $ ( 89,621 ) $ 905,298 Net income — — 15,432 — 15,432 Unrealized gain on hedged transaction, net of tax — — — 153 153 Foreign currency translation adjustment — — — ( 6,890 ) ( 6,890 ) Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes 116,028 ( 1,510 ) — — ( 1,510 ) Share-based compensation — 2,770 — — 2,770 Balance at September 30, 2023 24,960,231 $ 59,501 $ 952,110 $ ( 96,358 ) $ 915,253 See accompanying notes to these condensed consolidated financial statements. 9 Table of Contents SCANSOURCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three months ended September 30, 2024 2023 Cash flows from operating activities: Net income $ 16,974 $ 15,432 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,471 7,217 Amortization of debt issue costs 96 96 Provision for doubtful accounts 1,678 4,157 Share-based compensation 2,471 2,769 Deferred income taxes 2,433 1,303 Finance lease interest 25 15 Changes in operating assets and liabilities: Accounts receivable 20,606 53,284 Inventories 9,524 99,630 Prepaid expenses and other assets ( 1,952 ) ( 7,743 ) Other non-current assets 3,285 11,227 Accounts payable ( 17,002 ) ( 70,292 ) Accrued expenses and other liabilities 744 ( 21,764 ) Income taxes payable ( 1,523 ) ( 1,798 ) Net cash provided by operating activities 44,830 93,533 Cash flows from investing activities: Capital expenditures ( 2,375 ) ( 2,315 ) Cash paid for business acquisitions, net of cash acquired ( 56,849 ) — Net cash used in investing activities ( 59,224 ) ( 2,315 ) Cash flows from financing activities: Borrowings on revolving credit, net of expenses 8,381 588,570 Repayments on revolving credit, net of expenses ( 8,430 ) ( 669,424 ) Repayments on long-term debt ( 357 ) ( 938 ) Repayments on finance lease obligation ( 275 ) ( 191 ) Exercise of stock options 6,971 72 Taxes paid on settlement of equity awards ( 4,794 ) ( 1,582 ) Common stock repurchased ( 28,126 ) — Net cash used in financing activities ( 26,630 ) ( 83,493 ) Effect of exchange rate changes on cash and cash equivalents 608 ( 1,256 ) (Decrease) increase in cash and cash equivalents ( 40,416 ) 6,469 Cash and cash equivalents at beginning of period 185,460 36,178 Cash and cash equivalents at end of period $ 145,044 $ 42,647 See accompanying notes to these condensed consolidated financial statements. 10 Table of Contents SCANSOURCE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) Business and Summary of Significant Accounting Policies Business Description ScanSource, Inc. (together with its subsidiaries referred to as “the Company” or “ScanSource”) is a leading hybrid distributor connecting devices to the cloud and accelerating growth for partners across hardware, Software as a Service ("SaaS"), connectivity and cloud. The Company brings technology solutions and services from the world’s leading suppliers of mobility a nd barcode, point-of-sale ("POS"), payments, networking, security, unified communications and collaboration, connectivity and cloud services to market. The Company operates primarily in the United States, Canada and Brazil. The Company's two operating segments, Specialty Technology Solutions and Intelisys & Advisory, represent the different sales models the Company uses in executing its hybrid distribution growth strategy. 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, as amended (the "Exchange Act"). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments (consisting of normal recurring and non-recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position at September 30, 2024 and June 30, 2024, the results of operations for the quarters ended September 30, 2024 and 2023, the condensed consolidated statements of comprehensive income for the quarters ended September 30, 2024 and 2023, the condensed consolidated statements of shareholders' equity for the quarters ended September 30, 2024 and 2023 and the condensed consolidated statements of cash flows for the quarters ended September 30, 2024 and 2023. The results of operations for the quarter ended September 30, 2024 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, 2024. Unless otherwise indicated, disclosures provided in the notes to the Company's consolidated financial statements pertain to continuing operations only. Segment Changes Effective July 1, 2024, the Company realigned its operating segments to represent the different sales models it uses in executing its hybrid distribution growth strategy. The two realigned segments are Specialty Technology Solutions and Intelisys & Advisory. The Specialty Technology Solutions segment combines the Company's former segments, with the exception of the Company's Intelisys business. The Intelisys & Advisory segment includes the Intelisys and technology advisors businesses, including Channel Exchange (formerly known as intY USA), RPM and Resourcive. Both segments include recurring revenue. The Company has reclassified certain prior year amounts in the segment results to conform with the current year presentation. These reclassifications had no effect on the condensed consolidated financial results. See Note 10 - Segment Information for descriptions of the Company's segments. Summary of Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies for the quarter ended September 30, 2024 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, 2024. 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, 2024. Cash and Cash Equivalents 11 Table of Contents 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 amount of $ 0.3 million and $ 5.9 million are included in accounts payable on the condensed consolidated balance sheets at September 30, 2024 and June 30, 2024, 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 $ 2.9 million and $ 2.8 million for the quarters ended September 30, 2024 and September 30, 2023, respectively. Depreciation expense reported as part of cost of goods sold on the condensed consolidated income statements totaled $ 0.3 million and $ 0.2 million for the quarters ended September 30, 2024 and September 30, 2023, 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 $ 4.4 million and $ 4.2 million for the quarters ended September 30, 2024 and September 30, 2023, respectively. Recent Accounting Pronouncements In July 2023, the Securities and Exchange Commission issued final rules that require new and enhanced disclosures on cybersecurity risk management, strategy, governance, and incident reporting. Under the final rules, companies must report a material cybersecurity incident on Form 8-K within four business days of determining that such cybersecurity incident is material. To the extent the nature, scope, timing or the impact of the incident is not determinable at the time such Form 8-K is required to be filed, additional information about the material aspects of the cybersecurity incident must be filed on a Form 8-K/A within four business days after such additional information becomes available. Companies must also disclose their cybersecurity processes, management's role in cybersecurity governance, and cybersecurity oversight by the Board of Directors on Form 10-K. The Company adopted these rules for the fiscal year ended June 30, 2024. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and subsequent interim periods, with early application permitted. The Company is currently evaluating the impact of the application of this ASU on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning July 1, 2025, with early application permitted. The Company is currently evaluating the impact of the application of this ASU on its consolidated financial statements and disclosures. 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 12 Table of Contents 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 and adjusted over the contractual life. The changes in the allowance for doubtful accounts for the three months ended September 30, 2024 are set forth in the table below. June 30, 2024 Amounts Charged to Expense Write-offs Other (1) September 30, 2024 (in thousands) Trade accounts and current notes receivable allowance $ 20,684 $ 1,678 $ ( 153 ) $ 512 $ 22,721 (1) "Other" amounts include recoveries and the effect of foreign currency fluctuations for the three months ended September 30, 2024. (3) Revenue Recognition The Company provides technology solutions and services from the leading global suppliers of mobility, barcode, POS, payments, physical security, unified communications, collaboration, connectivity 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 in accordance with ASC 606: (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 a Company warehouse, (ii) drop-shipment directly from the supplier, or (iii) electronic delivery for non-physical products. Principal versus Agent Considerations The Company is the principal for sales of all hardware and certain software and services. The Company considers itself the principal in those transactions where it has control of the product or service before it is transferred to the customer. The Company recognizes the principal-associated 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. The Intelisys business operates under an agency model. Variable Considerations For certain transactions, products are sold with a right of return and may also provide other rebates or incentives, which are accounted for as variable consideration. The Company estimates a 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 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. 13 Table of Contents Disaggregation of Revenue The following tables represent the Company's disaggregation of revenue: Quarter ended September 30, 2024 Specialty Technology Solutions Intelisys & Advisory Total (in thousands) Revenue by product/service Products and services $ 740,734 $ 833 $ 741,567 Recurring revenue (a) 11,565 22,448 34,013 $ 752,299 $ 23,281 $ 775,580 Quarter ended September 30, 2023 Specialty Technology Solutions Intelisys & Advisory Total (in thousands) Revenue by product/service Products and services $ 846,835 $ 839 $ 847,674 Recurring revenue (a) 7,115 21,516 28,631 $ 853,950 $ 22,355 $ 876,305 (a) Recurring revenue represents revenue primarily from agency commissions, SaaS, subscriptions, and hardware rentals. (4) Earnings Per Share Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted-average number of common and potential common shares outstanding. Quarter ended September 30, 2024 2023 (in thousands, except per share data) Numerator: Net income $ 16,974 $ 15,432 Denominator: Weighted-average shares, basic 24,147 24,886 Dilutive effect of share-based payments 499 292 Weighted-average shares, diluted 24,646 25,178 Net income per common share, basic $ 0.70 $ 0.62 Net income per common share, diluted $ 0.69 $ 0.61 For the quarters ended September 30, 2024 and 2023, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 109,450 and 854,893 , respectively. (5) Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax are as follows: 14 Table of Contents September 30, 2024 June 30, 2024 (in thousands) Foreign currency translation adjustment $ ( 113,777 ) $ ( 117,885 ) Unrealized gain on hedged transaction, net of tax 983 2,032 Accumulated other comprehensive loss $ ( 112,794 ) $ ( 115,853 ) The tax effect of amounts in comprehensive loss reflect a tax benefit as follows: Quarter ended September 30, 2024 2023 (in thousands) Tax benefit $ ( 363 ) $ ( 54 ) (6) Goodwill and Other Identifiable Intangible Assets The changes in the carrying amount of goodwill for the three months ended September 30, 2024, by reporting segment, are set forth in the table below. Specialty Technology Solutions Intelisys & Advisory Total (in thousands) Balance at June 30, 2024 $ 146,108 $ 60,193 $ 206,301 Additions 16,048 9,078 25,126 Foreign currency translation adjustment 245 1,184 1,429 Balance at September 30, 2024 $ 162,401 $ 70,455 $ 232,856 The following table shows changes in the amount recognized for net identifiable intangible assets for the three months ended September 30, 2024. Net Identifiable Intangible Assets (in thousands) Balance at June 30, 2024 $ 37,634 Additions 44,500 Amortization expense ( 4,358 ) Foreign currency translation adjustment 24 Balance at September 30, 2024 $ 77,800 (7) Short-Term Borrowings and Long-Term Debt The following table presents the Company’s debt at September 30, 2024 and June 30, 2024. September 30, 2024 June 30, 2024 (in thousands) Current portion of long-term debt $ 9,736 $ 7,857 Mississippi revenue bond, net of current portion 2,663 3,024 Senior secured term loan facility, net of current portion 131,250 133,125 Borrowings under revolving credit facility — 50 Total debt $ 143,649 $ 144,056 15 Table of Contents Credit Facility The Company has a multi-currency senior secured credit facility (as amended, the "Amended Credit Agreement") with JPMorgan Chase Bank N.A., as administrative agent (the "Administrative Agent"), and a syndicate of banks (collectively the "Lenders"). On September 28, 2022, the Company amended and restated the Amended Credit Agreement, which includes (i) a five-year , $ 350 million multicurrency senior secured revolving credit facility and (ii) a five-year $ 150 million senior secured term loan facility. The Amended Credit Agreement extended the credit facility maturity date to September 28, 2027. In addition, pursuant to an “accordion feature,” the Company may increase its borrowing limit by up to an additional $ 250 million, subject to obtaining additional credit commitments from the lenders participating in the increase. The Amended Credit Agreement allows for the issuance of up to $ 50 million for letters of credit. Borrowings under the Amended Credit Agreement are guaranteed by substantially all of the domestic subsidiaries of the Company and secured by their assets. Under the terms of the revolving credit facility, the payment of cash dividends is restricted. The Company incurred debt issuance costs of $ 1.4 million in connection with the amendment and restatement of the Amended Credit Agreement. These costs were capitalized to other non-current assets on the Condensed Consolidated Balance Sheets and added to the unamortized debt issuance costs from the previous credit facility. Loans denominated in U.S. dollars, other than swingline loans, bear interest at a rate per annum equal to, at the Company’s option, (i) the adjusted term Secured Overnight Financing Rate ("SOFR") or adjusted daily simple SOFR plus an additional margin ranging from 1.00 % to 1.75 % depending upon the Company’s ratio of (A) total consolidated debt less up to $ 30 million of unrestricted domestic cash to (B) trailing four-quarter consolidated EBITDA measured as of the end of the most recent year or quarter, as applicable, for which financial statements have been delivered to the Lenders (the “leverage ratio”); or (ii) the alternate base rate plus an additional margin ranging from 0 % to 0.75 %, depending upon the Company’s leverage ratio, plus, if applicable, certain mandatory costs. All swingline loans denominated in U.S. dollars bear interest based upon the adjusted daily simple SOFR plus an additional margin ranging from 1.00 % to 1.75 % depending upon the Company's leverage ratio, or such other rate as the Company and the applicable swingline lender may agree. The adjusted term SOFR and adjusted daily simple SOFR include a fixed credit adjustment of 0.10 % over the applicable SOFR reference rate. Loans denominated in foreign currencies bear interest at a rate per annum equal to the applicable benchmark rate set forth in the Amended Credit Agreement plus an additional margin ranging from 1.00 % to 1.75 %, depending upon the Company’s leverage ratio plus, if applicable, certain mandatory costs. During the quarter ended September 30, 2024, all of the Company's borrowings under the Amended Credit Agreement were U.S. dollar loans. The spread in effect as of September 30, 2024 was 1.00 %, plus a 0.10 % credit spread adjustment for SOFR-based loans and 0.00 % for alternate base rate loans. The commitment fee rate in effect at September 30, 2024 was 0.15 %. The effective interest rates for the term loan were 5.95 % and 6.44 % as of September 30, 2024 and June 30, 2024, respectively. 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 Amended Credit Agreement at September 30, 2024. The average daily outstanding balance on the revolving credit facility, excluding the term loan facility, during the three month periods ended September 30, 2024 and 2023 was $ 144.0 million an d $ 200.9 million, respectively. There was $ 350.0 million and $ 349.9 million available for additional borrowings as of September 30, 2024 and June 30, 2024, respectively. The effective interest rates for the revolving line of credit were 5.95 % and 6.44 % as of September 30, 2024 and June 30, 2024, respectively. There were no letters of credit issued under the multi-currency revolving credit facility at September 30, 2024 or June 30, 2024. Mississippi Revenue Bond On August 1, 2007, the Company entered into an agreement with the State of Mississippi to provide financing for the acquisition and installation of certain equipment to be utilized at the Company’s Southaven, Mississippi warehouse, through the issuance of an industrial development revenue bond. The bond matures on September 1, 2032. The bond accrues interest at the one-month term SOFR plus an adjustment of 0.10 % plus a spread of 0.85 %. The agreement also provides the bondholder with a put option, exercisable only within 180 days of each fifth anniversary of the agreement, requiring the Company to pay back the bonds at 100 % of the principal amount outstanding. At September 30, 2024, the Company was in compliance with all covenants under this bond. The interest rates at September 30, 2024 and June 30, 2024 were 6.15 % and 6.28 %, respectively. Debt Issuance Costs 16 Table of Contents At September 30, 2024, net debt issuance costs associated with the credit facility and bond totaled $ 1.1 million and are being amortized on a straight-line basis through the maturity date of each respective debt instrument. (8) Derivatives and Hedging Activities The Company's results of operations could be materially impacted by significant changes in foreign currency exchange rates and interest rates. In an effort to manage the exposure to these risks, the Company periodically enters into various derivative instruments. The Company's accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments in accordance with U.S. GAAP. The Company records all derivatives on the Condensed 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. The Company had contracts outstanding for purposes of managing cash flows with notional amounts of $ 33.7 million and $ 27.5 million for the exchange of foreign currencies at September 30, 2024 and June 30, 2024, respectively. To date, the Company has chosen not to designate these derivatives as hedging instruments, and accordingly, these instruments are adjusted to fair value through earnings in other income and expense. Summarized financial information related to these derivative contracts and changes in the underlying value of the foreign currency exposures included in the Condensed Consolidated Income Statements for the quarters ended September 30, 2024 and 2023 are as follows: Quarter ended September 30, 2024 2023 (in thousands) Net foreign exchange derivative contract losses (gains) $ 941 $ ( 368 ) Net foreign currency transactional and re-measurement (gains) losses ( 607 ) 1,064 Net foreign currency exchange losses $ 334 $ 696 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 exchange gains and losses are generated as the result of fluctuations in the value of the U.S. dollar versus the Brazilian real and the Canadian dollar 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. On April 30, 2019, the Company entered into an interest rate swap agreement to lock into a fixed LIBOR interest rate, which was amended on September 28, 2022, to change the reference rate from LIBOR to SOFR. The swap agreement has a notional amount of $ 100.0 million, with a $ 50.0 million tranche that matured on April 30, 2024 and a $ 50.0 million tranche scheduled to mature April 30, 2026. On March 31, 2023, the Company entered into an interest rate swap agreement to lock into a fixed SOFR interest rate with a notional amount of $ 25 million and a maturity date of March 31, 2028. These interest rate swap agreements are designated as cash flow hedges to hedge the variable rate interest payments on the revolving credit facility. Interest rate differentials paid or received under the swap agreements are recognized as adjustments to interest expense. To the extent the swaps are effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swaps 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 September 30, 2024 and 2023. 17 Table of Contents The components of the cash flow hedge included in the Condensed Consolidated Statement of Comprehensive Income for the quarters ended September 30, 2024 and 2023, are as follows: Quarter ended September 30, 2024 2023 (in thousands) Net interest income recognized as a result of interest rate swap $ ( 508 ) $ ( 759 ) Unrealized (loss) gain in fair value of interest rate swap ( 885 ) 974 Net (decrease) increase in accumulated other comprehensive income ( 1,393 ) 215 Income tax effect ( 343 ) 62 Net (decrease) increase in accumulated other comprehensive income, net of tax $ ( 1,050 ) $ 153 The Company used the following derivative instruments at September 30, 2024 and June 30, 2024, reflected in its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above: September 30, 2024 June 30, 2024 Balance Sheet Location Fair Value of Derivatives Designated as Hedge Instruments Fair Value of Derivatives Not Designated as Hedge Instruments Fair Value of Derivatives Designated as Hedge Instruments Fair Value of Derivatives Not Designated as Hedge Instruments (in thousands) Derivative assets: Foreign exchange contracts Prepaid expenses and other current assets — $ 17 — — Foreign currency hedge Prepaid expenses and other current assets — — $ 345 — Interest rate swap agreement Other non-current assets $ 1,305 — $ 2,698 — Derivative liabilities: Foreign exchange contracts Accrued expenses and other current liabilities — — — $ 12 Foreign currency hedge Accrued expenses and other current liabilities $ 53 — — — 18 Table of Contents (9) Fair Value of Financial Instruments Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company classifies certain assets and liabilities based on the fair value hierarchy, which aggregates fair value measured assets and liabilities based upon the following levels of inputs: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The assets and liabilities maintained by the Company that are required to be measured at fair value on a recurring basis include deferred compensation plan investments, forward foreign currency exchange contracts, foreign currency hedge agreements and interest rate swap agreements. The carrying value of debt is considered to approximate fair value, as the Company’s debt instruments are indexed to a variable rate using the market approach (Level 2). The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis at September 30, 2024: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) (in thousands) Assets: Deferred compensation plan investments, current and non-current $ 32,176 $ 32,176 $ — $ — Forward foreign currency exchange contracts 17 — 17 — Interest rate swap agreement 1,305 — 1,305 — Total assets at fair value $ 33,498 $ 32,176 $ 1,322 $ — Liabilities: Deferred compensation plan investments, current and non-current $ 32,176 $ 32,176 $ — $ — Foreign currency hedge 53 — 53 — Liability for contingent consideration, current and non-current 17,200 — — 17,200 Total liabilities at fair value $ 49,429 $ 32,176 $ 53 $ 17,200 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, 2024: 19 Table of Contents Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) (in thousands) Assets: Deferred compensation plan investments, current and non-current $ 31,014 $ 31,014 $ — $ — Foreign currency hedge 345 — 345 — Interest rate swap agreement 2,698 — 2,698 — Total assets at fair value $ 34,057 $ 31,014 $ 3,043 $ — Liabilities: Deferred compensation plan investments, current and non-current $ 31,014 $ 31,014 $ — $ — Forward foreign currency exchange contracts 12 — 12 — Total liabilities at fair value $ 31,026 $ 31,014 $ 12 $ — 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 SOFR spot and forward rates (Level 2). Foreign currency contracts and interest rate swap agreements are classified in the Condensed Consolidated Balance Sheets as prepaid expenses and other non-current assets or accrued expenses and other long-term liabilities, depending on the respective instruments' favorable or unfavorable positions. See Note 8 - Derivatives and Hedging Activities . The Company recorded a contingent consideration liability at the acquisition date of both Advantix and Resourcive. These liabilities represent the amounts payable to former owners, as outlined under the terms of the asset purchase agreements, based upon the achievement of a projected earnings before interest expense, taxes, depreciation and amortization, net of specific pro forma adjustments. The fair values of amounts owed are recorded in current portion of contingent consideration and long-term portion of contingent consideration in the Company’s Condensed Consolidated Balance Sheets. In accordance with ASC 805, the Company will revalue the contingent consideration liability at each reporting date through the last payment, with changes in the fair value of the contingent consideration reflected in the change in fair value of contingent consideration line item on the Company’s Condensed Consolidated Income Statements that is included in the calculation of operating income. The fair value of the contingent consideration liability associated with future earnout payments is based on several factors, including but not limited to: • estimated future results, net of pro forma adjustments set forth in the purchase agreements; • a risk premium reflective of the Company’s creditworthiness and market risk premium associated with the United States markets. Advantix Advantix Solutions Group, Inc ("Advantix") is part of the Specialty Technology Solutions segment. The fair value of the contingent consideration is determined using a static discounted cash flow model. The fair value of the liability for the contingent consideration related to Advantix recognized at September 30, 2024 was $ 7.5 million, of which $ 1.9 million is classified as current. The fair value at September 30, 2024 approximated the fair value recognized upon acquisition in August 2024, as such no change in fair value of contingent consideration was recognized in the Condensed Consolidated Income Statements. Earnout payments to the former owners of Advantix are payable based on results from fiscal year 2025 to fiscal year 2028. 20 Table of Contents Resourcive Secure Path Networks, LLC dba Resourcive ("Resourcive") is part of the Intelisys & Advisory segment. The fair value of the contingent consideration for Resourcive is determined using a Monte Carlo simulation. The fair value of the liability for the contingent consideration related to Resourcive recognized at September 30, 2024 was $ 9.7 million, all of which is classified as non-current and is due to the former owners of Resourcive during fiscal year 2027. The fair value at September 30, 2024 approximated the fair value recognized upon acquisition in August 2024, as such no change in fair value of contingent consideration was recognized in the Condensed Consolidated Income Statements. Valuation techniques and significant observable inputs used in recurring Level 3 fair value measurements for the Company's contingent consideration liabilities related to Advantix and Resourcive at September 30, 2024 were as follows. Acquisition Reporting Period Valuation Technique Significant Unobservable Inputs Weighted Average Rates Advantix September 30, 2024 Discounted cash flow Adjusted EBITDA risk premium 15.7 % Adjusted EBITDA growth rate 19.8 % Resourcive September 30, 2024 Monte Carlo Adjusted EBITDA risk premium 13.6 % Simulated commission growth percentage 23.7 % (10) Segment Information The Company is a leading provider of technology solutions and services to customers in specialty technology markets. The Company has two reportable segments based on sales model. Specialty Technology Solutions Segment The Specialty Technology Solutions segment operates primarily in the United States, Canada and Brazil and includes specialty technology solutions distributed through a wholesale sales model. The specialty technology solutions include the following: • Mobility and barcode solutions - mobile computing, barcode scanners and imagers, radio frequency identification devices, barcode printing and related services, wireless enablement and connectivity tools; • POS and payments solutions - POS systems, integrated POS software platforms, self-service kiosks including self-checkout, payment terminals and mobile payment devices; • Security solutions - video surveillance and analytics, video management software and access control; • Networking solutions - switching, routing and wireless products and software; and • Communications and collaboration solutions - voice, video, communication platform integration and contact center solutions. Intelisys & Advisory Segment The Intelisys & Advisory segment operates primarily in the United States and distributes connectivity and cloud services through an agency sales model. The connectivity and cloud services include telecom, cable, Unified Communications as a Service (UCaaS), Contact Center as a Service (CCaaS), Infrastructure as a Service (IaaS), Software-Defined Wide-Area Network (SD-WAN) and other cloud services. This segment includes SaaS and subscription services, which the Company offers using digital tools and platforms. Selected financial information for each business segment is presented below: 21 Table of Contents Quarter ended September 30, 2024 2023 (in thousands) Sales: Specialty Technology Solutions $ 752,299 $ 853,950 Intelisys & Advisory 23,281 22,355 $ 775,580 $ 876,305 Depreciation and amortization: Specialty Technology Solutions $ 4,626 $ 4,544 Intelisys & Advisory 2,125 1,954 Corporate 720 720 $ 7,471 $ 7,218 Operating income (loss): Specialty Technology Solutions $ 16,738 $ 17,636 Intelisys & Advisory 6,413 6,649 Corporate (a) ( 5,521 ) ( 201 ) $ 17,630 $ 24,084 Capital expenditures: Specialty Technology Solutions $ ( 2,228 ) $ ( 2,297 ) Intelisys & Advisory ( 147 ) ( 18 ) $ ( 2,375 ) $ ( 2,315 ) Sales by Geography Category: United States and Canada $ 715,989 $ 792,464 Brazil (b) 63,561 85,305 Less intercompany sales ( 3,970 ) ( 1,464 ) $ 775,580 $ 876,305 (a) For the quarter ended September 30, 2024, the amounts shown above include restructuring expense, acquisition and divestiture expenses as well as cyberattack restoration costs. For the quarter ended September 30, 2023, the amounts above include cyberattack restoration costs. (b) Countries outside of Brazil represent $ 0.1 million, or 0.2 % of sales, for the quarter ended September 30, 2024 and $ 2.4 million, or 2.8 % of sales, for the quarter ended September 30, 2023. September 30, 2024 June 30, 2024 (in thousands) Assets: Specialty Technology Solutions $ 1,563,728 $ 1,499,146 Intelisys & Advisory 222,781 279,886 $ 1,786,509 $ 1,779,032 Property and equipment, net by Geography Category: United States and Canada $ 19,836 $ 21,613 Brazil 13,104 11,888 $ 32,940 $ 33,501 (11) Leases In accordance with Accounting Standards Codification ("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 22 Table of Contents 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 through fiscal year 2028. 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 condensed consolidated financial statements at September 30, 2024 and the consolidated financial statements at June 30, 2024. 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 Sheets related to operating leases at September 30, 2024 and June 30, 2024: September 30, 2024 June 30, 2024 Operating leases Balance Sheet location (in thousands) Operating lease right-of-use assets Other non-current assets $ 10,574 $ 9,057 Current operating lease liabilities Accrued expenses and other current liabilities $ 3,810 $ 3,398 Long-term operating lease liabilities Other long-term liabilities $ 7,574 $ 6,507 The following table presents amounts recorded in operating lease expense as part of selling general and administrative expenses on the Condensed Consolidated Income Statements during the quarters ended September 30, 2024 and 2023. Operating lease costs contain immaterial amounts of short-term lease costs for leases with an initial term of 12 months or less. Quarter ended September 30, 2024 2023 (in thousands) Operating lease cost $ 1,121 $ 1,209 Variable lease cost 332 383 $ 1,453 $ 1,592 Supplemental cash flow information related to the Company's operating leases for the three months ended September 30, 2024 and 2023 are presented in the table below: Quarter ended September 30, 2024 2023 (in thousands) Cash paid for amounts in the measurement of lease liabilities $ 1,132 $ 1,412 Right-of-use assets obtained in exchange for lease obligations 2,461 230 The weighted-average remaining lease term and discount rate at September 30, 2024 are presented in the table below: 23 Table of Contents September 30, 2024 Weighted-average remaining lease term 3.11 years Weighted-average discount rate 5.20 % The following table presents the maturities of the Company's operating lease liabilities at September 30, 2024: Operating leases (in thousands) 2024 $ 3,403 2025 4,198 2026 3,812 2027 1,412 2028 723 Thereafter 300 Total future payments 13,848 Less: amounts representing interest 2,464 Present value of lease payments $ 11,384 (12) Commitments and Contingencies The Company is, from time to time, party 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. During the Company's due diligence for the Network1 acquisition completed in 2016, 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 $ 3.4 million and $ 3.2 million at September 30, 2024 and June 30, 2024. The table below summarizes the balances and line item presentation of Network1's pre-acquisition contingencies and corresponding indemnification receivables in the Company's Condensed Consolidated Balance Sheets at September 30, 2024 and June 30, 2024: September 30, 2024 June 30, 2024 Network1 (in thousands) Assets Prepaid expenses and other current assets $ 14 $ 14 Other non-current assets $ 3,671 $ 3,598 Liabilities Accrued expenses and other current liabilities $ 14 $ 14 Other long-term liabilities $ 3,671 $ 3,598 (13) Income Taxes Income taxes for the quarters ended September 30, 2024 and 2023 have been included in the accompanying condensed consolidated financial statements using an estimated annual effective tax rate. In addition to applying the estimated annual effective tax rate to pre-tax income, the Company includes certain items treated as discrete events to arrive at an estimated overall tax provision. During the quarter ended September 30, 2024, a discrete net tax benefit of $ 0.8 million was recorded, which is attributable to stock compensation. During the quarter ended September 30, 2023, a discrete net tax benefit of $ 1.5 million was recorded for additional foreign tax credits permitted as a result of the issuance of IRS Notice 2023-55. 24 Table of Contents The Company’s effective tax rate of 26.1 % for the quarter ended September 30, 2024, differs from the current federal statutory rate of 21% primarily as a result of income derived from tax jurisdictions with varying income tax rates, discrete items, nondeductible expenses and state income taxes. The Company's effective tax rate was 19.4 % for the quarter ended September 30, 2023. As of September 30, 2024, the Company is not permanently reinvested with respect to all earnings generated by foreign operations. The Company has determined that there is no material deferred tax liability for federal, state and withholding tax related to undistributed earnings. During the three months ended September 30, 2024, foreign subsidiaries did not repatriate cash to the United States. There is no certainty to the timing of any future distributions of such earnings to the U.S. in whole or in part. The Company had approximately $ 1.1 million of total gross unrecognized tax benefits at September 30, 2024 and June 30, 2024. Of this total at September 30, 2024, approximately $ 0.9 million represents the amount of unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. The Company does not believe that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. At September 30, 2024 and June 30, 2024, the Company had approximately $ 1.3 million accrued for interest and penalties. The Company conducts business globally and one or more of its subsidiaries files income tax returns in the U.S. federal, various state, local and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in countries and states in which it operates. With certain exceptions, the Company is no longer subject to federal, state and local or non-U.S. income tax examinations by tax authorities for the years before June 30, 2019. (14) Restructurings In January 2024 and September 2024, as part of a strategic review of organizational structure and operations, the Company executed cost reduction and restructuring programs to align our cost structure with demand expectations in our business. The actions taken in January 2024 and September 2024 are expected to result in approximately $ 10.0 million and $ 10.5 million in annualized savings in selling, general and administrative expenses, respectively. The following table presents the restructuring and employee separation costs incurred for the quarters ended September 30, 2024 and 2023: Quarter ended September 30, 2024 2023 (in thousands) Employee separation and benefit costs $ 5,068 $ — For the quarter ended September 30, 2024, all restructuring costs are recognized in the Corporate reporting unit and have not been allocated to the Specialty Technology Solutions or Intelisys & Advisory segments. Accrued restructuring costs are included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The following table represents activity for the three months ended September 30, 2024: Accrued Expenses (in thousands) Balance at June 30, 2024 $ 1,629 Charged to expense 5,068 Cash payments ( 2,078 ) Balance at September 30, 2024 $ 4,619 The remaining balance as of September 30, 2024 of $ 4.6 million is expected to be paid through the third quarter of fiscal year 2027. (15) Acquisitions 25 Table of Contents On August 8, 2024, ScanSource acquired Resourcive, a leading technology advisor. Resourcive delivers strategic IT sourcing solutions to mid-market and enterprise businesses, advising clients on value creation strategies that are enabled by technology. On August 15, 2024 , ScanSource acquired Advantix, a VAR-focused, managed connectivity experience provider specializing in wireless enablement solutions. The combined initial purchase price of these acquisitions, net of cash acquired, was approximately $ 56.8 million . The Advantix acquisition is included in the Specialty Technology Solutions segment, and the Resourcive acquisition is included in the Intelisys & Advisory segment. Both acquisitions included future earnout payments, and the Company recorded contingent consideration liabilities at the acquisition dates representing the fair value of estimated amounts payable to former owners. See Note 9 - Fair Value of Financial Instruments for the related disclosures regarding the contingent consideration liabilities recognized in connection with these acquisitions. The purchase prices were allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction dates. Intangible assets acquired include trade names, customer relationships, and developed technology. See Note 6 - Goodwill and Other Identifiable Intangible Assets for the amounts of goodwill and intangible assets recognized in connection with these acquisitions. The allocation of the purchase prices to the assets and liabilities acquired, including the valuation of the identifiable intangible assets, has not been concluded as of the reporting date. The impact of these acquisitions was not material to the consolidated financial statements. The Company recognized $ 0.4 million for the quarter ended September 30, 2024 in acquisition-related costs included in selling, general and administrative expenses on the Condensed Consolidated Income Statements. (16) Business Sale On December 19, 2023, the Company completed the sale of its UK-based intY business. The Company retained its CASCADE cloud services distribution platform which has been used to grow the Cisco and Microsoft subscription businesses in the United States and Brazil. Under the stock purchase agreement, the Company received proceeds of $ 17.6 million in cash for the sale, net of cash transferred. The business sale resulted in a $ 14.2 million gain on sale after considering the net assets sold. The impact of this sale was not material to the consolidated financial statements.