← Back to SCSC filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Scansource, Inc. · 10-K · FY 2026 · Period ended Jun 30, 2026
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Index to Financial Statements
Page
Financial Statements
Report of Deloitte & Touche LLP Independent Registered Public Accounting Firm (PCAOB ID: 34) 41
Report of Deloitte & Touche LLP Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 43
Report of Grant Thornton LLP Independent Registered Public Accounting Firm (PCAOB ID: 248) 43
Consolidated Balance Sheets 45
Consolidated Income Statements 46
Consolidated Statements of Comprehensive Income (Loss) 47
Consolidated Statements of Shareholders’ Equity 48
Consolidated Statements of Cash Flows 49
Notes to Consolidated Financial Statements 51
All schedules and exhibits not included are not applicable, not required or would contain information that is shown in the financial statements or notes thereto.
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Report of Independent Registered Public Accounting Firm
To the shareholders and Board of Directors of ScanSource, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ScanSource Inc. and subsidiaries (the “Company”) as of June 30, 2026, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the year ended June 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and the results of its operations and its cash flows for each of the year ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated August 20, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill – Specialty Technology Solutions Reporting Unit – Refer to Note 7 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company uses the discounted cash flow method to estimate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to projected growth and operating margin, working capital requirements and discount rates. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.
We identified the Company’s impairment evaluation of goodwill for the Specialty Technology Solutions (STS) reporting unit to be a critical audit matter because of the significant judgments made by management to estimate the fair value of the STS
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Index to Financial Statements
reporting unit and the difference between the STS reporting unit’s estimated fair value and its carrying value. Performing audit procedures to evaluate management’s estimate required a high degree of auditor judgment and an increased extent of effort, including the involvement of internal fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the selection of projected growth and operating margin, working capital requirements and the discount rate included the following, among others:
•We tested the design and operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair values of the STS reporting unit, such as controls related to management’s forecasts and selection of the discount rate.
•We evaluated the reasonableness of management’s forecasts through consideration of (1) past performance as compared with management’s projected performance of the STS reporting unit, (2) consistency with external peer and industry data, and (3) internal communications to management and the Board of Directors.
•With the assistance of internal fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
August 20, 2026
We have served as the Company’s auditor since 2025.
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Report of Independent Registered Public Accounting Firm
To the shareholders and Board of Directors of ScanSource, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of ScanSource, Inc. and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in the Internal Control—Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company as of and for the year ended June 30, 2026, and our report dated August 20, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect 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.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
August 20, 2026
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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
ScanSource, Inc.:
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of ScanSource Inc. (a South Carolina corporation) and subsidiaries (the “Company”) as of June 30, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 , and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Grant Thornton, LLP
We served as the Company’s auditor from 2014 to 2025.
Charlotte, North Carolina
August 21, 2025
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Index to Financial Statements
ScanSource, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share information)
June 30, 2026 June 30, 2025
Assets
Current assets:
Cash and cash equivalents $ 88,374 $ 126,157
Accounts receivable, less allowance of $26,568 at June 30, 2026and $27,821 at June 30, 2025 769,750 635,521
Inventories 522,350 483,815
Prepaid income tax expense 10,704 2,821
Prepaid expenses and other current assets 116,816 122,138
Total current assets 1,507,994 1,370,452
Property and equipment, net 34,856 31,169
Goodwill 244,902 230,820
Identifiable intangible assets, net 64,391 62,909
Deferred income taxes 10,590 18,769
Other non-current assets 69,696 71,487
Total assets $ 1,932,429 $ 1,785,606
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 753,275 $ 598,595
Accrued expenses and other current liabilities 86,538 71,263
Current portion of contingent consideration 15,988 1,318
Income taxes payable 474 3,927
Current portion of long-term debt 2,866 7,861
Total current liabilities 859,141 682,964
Long-term debt, net of current portion 98,547 128,288
Long-term portion of contingent consideration 12,162 17,782
Other long-term liabilities 51,787 50,163
Total liabilities 1,021,637 879,197
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, 20,161,911 and 22,217,421 shares issued and outstanding at June 30, 2026 and June 30, 2025, respectively — —
Retained earnings 1,018,144 1,020,833
Accumulated other comprehensive loss (107,352) (114,424)
Total shareholders’ equity 910,792 906,409
Total liabilities and shareholders’ equity $ 1,932,429 $ 1,785,606
See accompanying notes to consolidated financial statements.
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ScanSource, Inc. and Subsidiaries
Consolidated Income Statements
Years Ended June 30, 2026, 2025 and 2024
(in thousands, except per share information)
2026 2025 2024
Net sales $ 3,226,062 $ 3,040,810 $ 3,259,809
Cost of goods sold 2,788,707 2,632,164 2,860,757
Gross profit 437,355 408,646 399,052
Selling, general and administrative expenses 313,176 286,934 277,428
Depreciation expense 5,992 10,004 11,219
Intangible amortization expense 16,721 19,227 15,723
Restructuring and other charges 1,766 5,381 4,358
Change in fair value of contingent consideration 1,073 1,900 —
Operating income 98,627 85,200 90,324
Interest expense 6,593 8,013 13,031
Interest income (12,264) (11,247) (9,381)
Gain on sale of business — — (14,155)
Other (income) expense, net 555 (5,962) 988
Income before income taxes 103,743 94,396 99,841
Provision for income taxes 24,870 22,848 22,781
Net income $ 78,873 $ 71,548 $ 77,060
Per share data:
Net income per common share, basic $ 3.69 $ 3.05 $ 3.10
Weighted-average shares outstanding, basic 21,384 23,442 24,868
Net income per common share, diluted $ 3.64 $ 3.00 $ 3.06
Weighted-average shares outstanding, diluted 21,692 23,839 25,222
See accompanying notes to consolidated financial statements.
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ScanSource, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended June 30, 2026, 2025 and 2024
(in thousands)
2026 2025 2024
Net income $ 78,873 $ 71,548 $ 77,060
Unrealized loss on hedged transaction, net of tax (331) (1,523) (1,482)
Foreign currency translation adjustment 7,403 2,952 (20,945)
Realized foreign currency translation on sale of business — — (3,805)
Comprehensive income $ 85,945 $ 72,977 $ 50,828
See accompanying notes to these consolidated financial statements.
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ScanSource, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
Years Ended June 30, 2026, 2025 and 2024
(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 — — 77,060 — 77,060
Unrealized gain on hedged transaction, net of tax — — — (1,482) (1,482)
Foreign currency translation adjustment — — — (20,945) (20,945)
Realized foreign currency loss from discontinued operations — — — (3,805) (3,805)
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes 380,184 1,937 — — 1,937
Common stock repurchased, including excise tax (980,539) (43,337) — — (43,337)
Share-based compensation — 9,529 — — 9,529
Balance at June 30, 2024 24,243,848 26,370 1,013,738 (115,853) 924,255
Net income — — 71,548 — 71,548
Unrealized loss on hedged transaction, net of tax — — — (1,523) (1,523)
Foreign currency translation adjustment — — — 2,952 2,952
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes 456,872 4,616 — — 4,616
Common stock repurchased, including excise tax (2,483,299) (42,048) (64,453) — (106,501)
Share-based compensation — 11,062 — — 11,062
Balance at June 30, 2025 22,217,421 — 1,020,833 (114,424) 906,409
Net income — — 78,873 — 78,873
Unrealized loss on hedged transaction, net of tax — — — (331) (331)
Foreign currency translation adjustment — — — 7,403 7,403
Exercise of stock options and shares issued under share-based compensation plans, net of shares withheld for employee taxes 365,158 1,927 — — 1,927
Common stock repurchased, including excise tax (2,420,668) (15,981) (81,562) — (97,543)
Share-based compensation — 14,054 — — 14,054
Balance at June 30, 2026 20,161,911 $ — $ 1,018,144 $ (107,352) $ 910,792
See accompanying notes to consolidated financial statements.
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ScanSource, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended June 30, 2026, 2025 and 2024
(in thousands)
2026 2025 2024
Cash flows from operating activities:
Net income $ 78,873 $ 71,548 $ 77,060
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Gain on sale of a business — — (14,155)
Depreciation and amortization 23,633 30,195 28,009
Amortization of debt issue costs 615 386 386
Provision for doubtful accounts 5,956 8,351 8,317
Share-based compensation 14,063 11,062 9,537
Deferred income taxes 4,565 1,128 (2,472)
Change in fair value of contingent consideration 1,073 1,900 —
Finance lease interest 49 86 101
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (133,226) (55,011) 138,264
Inventories (36,659) 28,874 239,157
Prepaid expenses and other assets (1,884) 7,303 (17,804)
Other non-current assets 2,864 3,974 (10,689)
Accounts payable 150,881 3,673 (78,167)
Accrued expenses and other liabilities 15,749 2,846 (3,872)
Income taxes payable (3,421) (3,966) (2,025)
Net cash provided by operating activities 123,131 112,349 371,647
Cash flows from investing activities:
Capital expenditures (9,286) (8,286) (8,555)
Cash paid for business acquisitions, net of cash acquired (18,220) (56,673) —
Cash received for business disposal — 2,569 17,600
Net cash (used in) provided by investing activities (27,506) (62,390) 9,045
Cash flows from financing activities:
Borrowings on revolving credit, net of expenses 293,264 51,954 1,259,728
Repayments on revolving credit, net of expenses (293,266) (52,004) (1,438,658)
Debt issuance costs (1,394) — —
Borrowings on long-term debt 100,000 — —
Repayments on long-term debt (134,736) (7,857) (6,915)
Repayments of finance lease obligations (998) (1,090) (964)
Contingent consideration payments (1,375) — —
Exercise of stock options 4,959 9,511 4,813
Taxes paid on settlement of equity awards (3,032) (4,895) (2,876)
Repurchase of common stock (97,900) (106,524) (42,895)
Net cash (used in) financing activities (134,478) (110,905) (227,767)
Effect of exchange rate changes on cash and cash equivalents 1,070 1,643 (3,643)
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ScanSource, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended June 30, 2026, 2025 and 2024
(in thousands)
2026 2025 2024
(continued)
(Decrease) increase in cash and cash equivalents (37,783) (59,303) 149,282
Cash and cash equivalents at beginning of period 126,157 185,460 36,178
Cash and cash equivalents at end of period $ 88,374 $ 126,157 $ 185,460
Supplemental disclosure of consolidated cash flow information:
Interest paid during the year $ 6,097 $ 7,570 $ 12,953
Income taxes paid during the year $ 28,904 $ 27,829 $ 27,129
See accompanying notes to consolidated financial statements.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2026
(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 technology distributor uniquely positioned to address complex, converging technologies and to accelerate growth for channel sales partners across hardware, software as a service ("SaaS"), connectivity and cloud services. ScanSource uses multiple sales models to offer technology solutions from leading suppliers of specialty technologies, connectivity and cloud services. The Company operates primarily in the United States 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 technology distribution growth strategy.
Cybersecurity Incident
On May 14, 2023, the Company discovered it was subject to a cybersecurity attack perpetrated by unauthorized third parties that affected its IT systems. Upon detection, the Company took immediate steps to address the incident, engaged third-party experts, and notified law enforcement. On May 26, 2023, the Company substantially recovered its operations and completed the restoration of its pertinent IT systems. The Company took actions to strengthen its IT security infrastructure and continues to implement additional measures to prevent unauthorized access to, or manipulation of, its systems and data. During the fiscal year ended June 30, 2026 and 2025, the Company received $0.8 million and $5.9 million, respectively, of insurance proceeds from claims filed related to the cybersecurity attack. These amounts have been recorded in other (income) expense on the Consolidated Income Statement.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. There were no material related party transactions for the fiscal years ended June 30, 2026, 2025 and 2024.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the allowance for uncollectible accounts receivable, asset impairments, inventory reserves, purchase price allocations, goodwill and intangibles and supplier incentives. Management bases its estimates on assumptions that management believes to be reasonable under the circumstances, the results of which form a basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, management believes that its estimates, including those for the above-described items, are reasonable and that the actual results will not vary significantly from the estimated amounts.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The following accounting policies relate to the more significant judgments and estimates used in the preparation of the Consolidated Financial Statements:
(a) Allowances for Trade and Notes Receivable
The Company maintains an allowance for uncollectible accounts receivable for estimated losses resulting from channel sales partners’ failure to make payments on accounts receivable due to the Company.
Management determines the estimate of the allowance for uncollectible 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 channel sales partners, (iv) the current economic and country-specific environment and (v) reasonable and supportable forecasts about collectability. If the financial condition of the Company’s channel sales partners were to deteriorate and reduce the ability of the Company’s channel sales partners to make payments on their accounts, the Company may be required to increase its allowance by recording additional bad debt expense. Likewise, should the financial condition of the Company’s channel sales partners improve and result in payments or settlements of previously reserved amounts, the Company may be required to record a reduction in bad debt expense to reverse the recorded allowance.
(b) Inventory Reserves
Management determines the inventory reserves required to reduce inventories to the lower of cost or net realizable value based principally on the effects of technological changes, quantities of goods on hand, length of time on hand and other factors. Net realizable value is determined based on continual inquiries of suppliers who are able to provide credible knowledge of the salability and value of the products. An estimate is made of the net realizable value, less cost to dispose, of products whose value is determined to be impaired. If these products are ultimately sold at less than estimated amounts, additional reserves may be required. The estimates used to calculate these reserves are applied consistently. The adjustments are recorded in the period in which the loss of utility of the inventory occurs, which establishes a new cost basis for the inventory. This new cost basis is maintained until the reserved inventory is disposed of, returned to the supplier or sold. To the extent that specifically reserved inventory is sold, cost of goods sold is expensed for the new cost basis of the inventory sold.
(c) Purchase Price Allocations
The Company accounts for business combinations in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805, Business Combinations. For each acquisition, the Company allocates the purchase price to assets acquired, liabilities assumed and goodwill and intangibles. The Company recognizes assets and liabilities acquired at their estimated fair values. Management uses judgment to (i) identify the acquired assets and liabilities assumed, (ii) estimate the fair value of these assets, (iii) estimate the useful life of the assets and (iv) assess the appropriate method for recognizing depreciation or amortization expense over the assets' useful life.
(d) Goodwill and Intangible Asset Fair Value
The Company estimates the fair value of its goodwill reporting units, as well as its finite lived intangible assets primarily based on the income approach utilizing the discounted cash flow method. The Company also utilizes fair value estimates derived from the market approach utilizing the public company market multiple method to validate the results of the discounted cash flow method for fair value of goodwill, which requires it to make assumptions about the applicability of those multiples to its reporting units. The discounted cash flow method requires the Company to estimate future cash flows, using key assumptions such as the weighted average cost of capital, revenue growth rates, projected gross margin and operating margin percentage growth, expected working capital changes and a related cash flow impact from working capital changes, and then discount those amounts at an appropriate discount rate to present value.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
(e) Supplier Incentives
The Company receives incentives from suppliers as achievement-based supplier rebates that require management to make certain estimates about the amount of supplier consideration that will be received. Achievement-based supplier rebates are earned by achieving certain sales or purchase targets on a periodic basis. The Company determines whether, among other items, all qualifying sales and purchases are considered in calculating the rebates and cash receipts or credit memos received are appropriately applied. The determination of achievement-based rebates requires management to make assumptions about future purchases and sales. Estimates are based on the terms of the incentive program and historical experiences.
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 $0.1 million are classified as accounts payable as of June 30, 2026 and 2025.
The Company maintains its cash with various financial institutions globally that are monitored regularly for credit quality, although it may hold amounts in excess of Federal Deposit Insurance Corporation or other insured limits. Cash and cash equivalents held outside of the United States totaled $35.4 million and $46.3 million as of June 30, 2026 and 2025, respectively.
Concentration of Credit Risk
The Company sells to a large base of channel sales partners primarily in the United States and Brazil. The Company performs ongoing credit evaluations of its channel sales partners’ financial condition. In certain cases, the Company will accept tangible assets as collateral to increase the trade credit of its channel sales partners. No channel sales partner represented more than 10% of the Company’s net sales for fiscal years 2026, 2025 or 2024.
In the event that the Company does not collect payment on accounts receivable within the established trade terms for certain channel sales partners, the Company may establish arrangements for longer-term financing. The Company accounts for these arrangements by recording them at their historical cost less specific allowances at balance sheet dates. Interest income is recognized in the period earned and is recorded as interest income in the Consolidated Income Statement.
Derivative Financial Instruments
The Company uses derivative instruments to manage certain exposures related to fluctuations in foreign currency exchange rates and changes in interest rates in connection with borrowing activities. The Company records all derivative instruments as either assets or liabilities in the Consolidated Balance Sheet at fair value. The Company does not use derivative financial instruments for trading or speculative purposes.
The Company’s exposure to changes in foreign currency exchange rates results from foreign currency denominated assets and liabilities, purchasing and selling internationally in several foreign currencies and from intercompany loans with foreign subsidiaries. The Company’s objective is to preserve the economic value of non-functional currency denominated cash flows. The Company's foreign currencies are denominated primarily in Brazilian reais, British pounds and Canadian dollars.
The Company may reduce its exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative financial instruments. The market risk related to the foreign exchange agreements is offset by changes in the valuation of the underlying items. These contracts are generally for a duration of 90 days or less. The Company has elected not to designate its foreign currency contracts as hedging instruments. They are, therefore, marked-to-market with changes in their fair value recorded in the Consolidated Income Statement each period. Derivative financial instruments related to foreign
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
currency exposure are accounted for on an accrual basis with gains or losses on these contracts recorded in income in the period in which their value changes, with the offsetting entry for unsettled positions reflected in either other assets or other liabilities.
The Company's earnings are affected by changes in interest rates due to the impact those changes have on interest expense from floating rate debt instruments. To manage the exposure, the Company has an interest rate swap agreement and has designated this instrument as a hedge of the cash flows on certain variable rate debt. To the extent the derivative instrument was effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative instrument were not included in current earnings, but were reported as other comprehensive income (loss). There was no ineffective portion recorded as an adjustment to earnings for the years ended June 30, 2026, 2025 and 2024.
Investments
The Company has investments that are held in a grantor trust formed by the Company related to the ScanSource, Inc. Nonqualified Deferred Compensation Plan and founder’s Supplemental Executive Retirement Plan. The Company has classified these investments as trading securities, and they are recorded at fair value with unrealized gains and losses included in the accompanying Consolidated Income Statements. The Company’s obligations under this deferred compensation plan change in concert with the performance of the investments along with contributions to and withdrawals from the plan. The fair value of these investments and the corresponding deferred compensation obligation was $37.6 million and $31.9 million as of June 30, 2026 and June 30, 2025, respectively. These investments are classified as either prepaid expenses and current assets or other non-current assets in the Consolidated Balance Sheets depending on the timing of planned disbursements. The deferred compensation obligation is classified either within accrued expenses and other current liabilities or other long-term liabilities as well. The amounts of these investments classified as current assets with corresponding current liabilities was $4.0 million and $3.4 million at June 30, 2026 and June 30, 2025, respectively.
Inventories
Inventories (consisting entirely of finished goods) are stated at the lower of cost (first-in, first-out method) or net realizable value.
Supplier Programs
The Company receives incentives from suppliers related to market development funds, volume rebates and other incentive programs. These incentives are generally under quarterly, semi-annual or annual agreements with the suppliers. Some of these incentives are negotiated on an ad hoc basis to support specific programs mutually developed between the Company and the supplier. Suppliers generally require that the Company use the suppliers' market development funds for advertising or other marketing programs. Incentives received from suppliers for specifically identified incremental market development funds are recorded as adjustments to net sales. ASC 606, Revenue from Contracts with Customers addresses accounting for consideration payable to a customer, which the Company interprets and applies as the customer (i.e., the Company) receiving advertising funds from a supplier. The portion of these supplier funds in excess of our costs are reflected as a reduction of inventory. Such funds are recognized as a reduction of the cost of goods sold when the related inventory is sold.
The Company records unrestricted volume rebates received as a reduction of inventory and reduces the cost of goods sold when the related inventory is sold. Amounts received or receivables from suppliers that are not yet earned are deferred in the Consolidated Balance Sheets. Supplier receivables are generally collected through reductions to accounts payable authorized by the supplier. In addition, the Company may receive early payment discounts from certain suppliers. The Company records early payment discounts received as a reduction of inventory, thereby resulting in a reduction of cost of goods sold when the related inventory is sold. Management makes certain estimates of the amounts of supplier consideration that will be received. Estimates are based on the terms of the incentive program and historical experiences. Actual recognition of the supplier consideration may vary from management estimates.
Supplier Concentration
The Company sells products from many suppliers; however, sales of products supplied by Cisco and Zebra each constituted more than 10% of the Company's net sales for the years ended June 30, 2026, 2025 and 2024.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Product Warranty
The Company’s suppliers generally provide a warranty on the products provided by the Company and allow the Company to return defective products, including those that have been returned to the Company by its channel sales partners. To maintain channel sales partner relations, the Company facilitates returns of defective products from the Company's channel sales partners by accepting for exchange, with the Company's prior approval, most defective products within 30 days of invoicing.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of 3 to 10 years for furniture, equipment and computer software, 40 years for buildings and 15 years for building improvements. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major renewals and betterments to property and equipment are capitalized.
Capitalized Software
The Company accounts for capitalized software in accordance with ASC 350-40, Computer Software Developed for Internal Use, which provides guidance for computer software developed or obtained for internal use. The Company is required to continually evaluate the stage of the implementation process to determine whether or not costs are expensed or capitalized. Costs incurred during the preliminary project phase or planning and research phase are expensed as incurred. Costs incurred during the development phase, such as material and direct services costs, compensation costs of employees associated with the development and interest cost, are capitalized as incurred. Costs incurred during the post-implementation or operation phase, such as training and maintenance costs, are expensed as incurred. In addition, costs incurred to modify existing software that result in additional functionality are capitalized as incurred.
Goodwill
The Company accounts for recorded goodwill in accordance with ASC 350, Goodwill and Other Intangible Assets, which requires that goodwill be reviewed annually for impairment or more frequently if impairment indicators exist. Goodwill testing utilizes an impairment analysis, whereby the Company compares the carrying value of each identified reporting unit to its fair value. The Company's goodwill reporting units align directly with its operating segments, Specialty Technology Solutions and Intelisys & Advisory. The fair values of the reporting units are estimated using the net present value of discounted cash flows generated by each reporting unit. Considerable judgment is necessary in estimating future cash flows, discount rates and other factors affecting the estimated fair value of the reporting units, including operating and macroeconomic factors. Historical financial information, internal plans and projections and industry information are used in making such estimates.
Under Accounting Standards Update ("ASU") 2017-04, if the fair value of goodwill is determined to be less than carrying value, an impairment loss is recognized for the amount of the carrying value that exceeds the amount of the reporting units' fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Additionally, the Company would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Company also assesses the recoverability of goodwill if facts and circumstances indicate goodwill may be impaired. In its most recent annual test, the Company estimated the fair value of its reporting units primarily based on the income approach utilizing the discounted cash flow method. The Company also corroborated the fair value estimates derived from the income approach by considering the implied market multiples of comparable transactions and companies. The discounted cash flow method required the Company to estimate future cash flows and discount those amounts to present value. The key assumptions utilized in determining fair value included:
•Industry weighted-average cost of capital ("WACC"): The Company utilized a WACC relative to each reporting unit's respective geography and industry as the discount rate for estimated future cash flows. The WACC is intended to represent a rate of return that would be expected by a marketplace participant in each respective geography.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
•Operating income: The Company utilized historical and expected revenue growth rates, gross margins and operating expense percentages, which varied based on the projections of each reporting unit being evaluated.
•Cash flows from working capital changes: The Company utilized a projected cash flow impact pertaining to depreciation, capital expenditures and expected changes in working capital as each of its goodwill reporting units grow.
No goodwill impairment charges were recognized for the fiscal years ended June 30, 2026, 2025 and 2024. See Note 7 - Goodwill and Other Identifiable Intangible Assets for more information regarding goodwill and the results of our testing.
Intangible Assets
Intangible assets consist of channel sales partner relationships, trade names, distributor agreements, supplier partner programs, developed technology, non-compete agreements and an encryption key library. Channel sales partner relationships, trade names, supplier partner programs, developed technology and the encryption key library are amortized using the straight-line method over their estimated useful lives, which range from 8 to 15 years. Non-compete agreements are amortized over their contract life.
These assets are shown in detail in Note 7 - Goodwill and Other Identifiable Intangible Assets.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. Tests for recoverability of a long-lived asset to be held and used are measured by comparing the carrying amount of the long-lived asset to the sum of the estimated future undiscounted cash flows expected to be generated by the asset. In estimating the future undiscounted cash flows, the Company uses projections of cash flows directly associated with, and which are expected to arise as a direct result of, the use and eventual disposition of the assets. If it is determined that a long-lived asset is not recoverable, an impairment loss would be calculated equal to the excess of the carrying amount of the long-lived asset over its fair value. No intangible asset or other long-lived asset impairment charges were recognized for the fiscal years ended June 30, 2026, 2025 and 2024.
Fair Value of Financial Instruments
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of financial instruments such as accounts receivable, accounts payable, accrued liabilities, borrowings under the revolving credit facility and subsidiary lines of credit approximate fair value based upon either short maturities or variable interest rates of these instruments. For additional information related to the fair value of derivatives, please see Note 10 - Fair Value of Financial Instruments.
Contingencies
The Company accrues for contingent obligations, including estimated legal costs, when it is probable that a liability is incurred and the amount is reasonably estimable. As facts concerning contingencies become known, management reassesses its position and makes appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include tax, legal and other regulatory matters, which are subject to change as events evolve and as additional information becomes available during the administrative and litigation process.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. 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 channel sales partners, which is generally at the point of shipment. The Company delivers products to channel sales partners in several ways, including: (i) shipment from a Company warehouse, (ii) drop-shipment directly from the supplier, or (iii) electronic delivery for software licenses. For more detailed disclosures on the Company's revenue recognition policies, see Note 3 - Revenue Recognition.
Marketing Costs
The Company defers marketing-related costs until the marketing is first run in trade or other publications or, in the case of brochures, until the brochures are printed and available for distribution or posted online. Marketing costs, net of supplier reimbursement, are included in selling, general and administrative expenses and were not significant in any of the three fiscal years ended June 30, 2026, 2025 and 2024. Deferred marketing costs for each of these three fiscal years were also not significant.
Foreign Currency
The currency effects of translating the financial statements of the Company’s foreign entities that operate in their local currency are included in the cumulative currency translation adjustment component of accumulated other comprehensive income or loss. The Company's functional currencies include U.S. dollars, Brazilian reals, British pounds, euros and Canadian dollars. The assets and liabilities of these foreign entities are translated into U.S. dollars using the exchange rate at the end of the respective period. Sales, costs and expenses are translated at average exchange rates effective during the respective period. Foreign currency transactional and re-measurement gains and losses are included in other expense (income) in the Consolidated Income Statements. Such amounts are not significant to any of the periods presented.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income taxes reflect tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts. In accordance with ASC 740, Accounting for Income Taxes, valuation allowances are provided against deferred tax assets when it is more likely than not that an asset will not be realized. Additionally, the Company maintains reserves for uncertain tax provisions. See Note 13 - Income Taxes for further discussion.
Share-Based Payments
The Company accounts for share-based compensation using the provisions of ASC 718, Accounting for Stock Compensation, which requires the recognition of the fair value of share-based compensation. Furthermore, the Company adopted ASU 2016-09, which simplified several aspects of the accounting for share-based compensation, including income tax effects, forfeitures, statutory withholding requirements and cash flow statement classifications. Share-based compensation is estimated at the grant date based on the fair value of the awards. Since this compensation cost is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. ASU 2016-09 allows companies to elect an accounting policy to estimate the total number of awards for which the requisite service period will not be rendered or to account for forfeitures when they occur. The Company estimates the total number of awards expected to be forfeited at the time of grant and revise such estimates, if necessary, in subsequent periods if actual forfeitures differ. The Company has elected to expense grants of awards with graded vesting on a straight-line basis over the requisite service period for each separately vesting portion of the award.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Common stock repurchases
Repurchases of common stock are accounted for at cost, which includes brokerage fees, and are included as a component of shareholder's equity on the Consolidated Balance Sheets.
Comprehensive Income
ASC 220, Comprehensive Income, defines comprehensive income as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The components of comprehensive income for the Company include net income, unrealized gains or losses on hedged transactions, net of tax and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries.
Recent Accounting Pronouncements
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 adopted the new guidance in fiscal year 2026 on a prospective basis with no material impact on its financial position, results of operations or cash flows, but the adoption did result in new and expanded tax disclosures which are included in Note 13 - Income Taxes.
In November 2024, the FASB issued ASU 2024-03 “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public entities to disclose specified information about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. This ASU is applicable to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2028, 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 September 2025, the FASB issued ASU 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This standard is intended to improve the operability and application of guidance related to capitalized software development costs. The ASU is effective for annual reporting periods beginning after December 15, 2027, 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.
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 channel sales partners’ failure to make payments on accounts receivable due to the Company. The Company has notes receivable with certain channel sales partners, which are included in “Accounts receivable, less allowance” in the 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 channel sales partners, (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 are recorded at inception and adjusted over the contractual life.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The changes in the allowance for doubtful accounts for the fiscal years ended June 30, 2026, 2025 and 2024 are set forth in the tables below.
Description Balance at Beginning of Period Amounts Charged to Expense Write-offs Other (a) Balance at End of Period
(in thousands)
Allowance for doubtful accounts:
Year ended June 30, 2024 $ 15,480 8,317 (2,803) (310) $ 20,684
Year ended June 30, 2025 $ 20,684 8,351 (1,406) 192 $ 27,821
Year ended June 30, 2026 $ 27,821 5,956 (7,133) (76) $ 26,568
(a) "Other" amounts include recoveries and the effect of foreign currency fluctuations for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.
(3) Revenue Recognition
The Company provides technology solutions and services from the world's leading suppliers of mobility and barcode, POS, payment terminals, physical security, networking communications, connectivity and cloud services. This includes hardware, related accessories and device configuration as well as software licenses, professional services and hardware support programs. Substantially all of the Company's revenues are derived from products sold at a point-in-time.
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.
Significant Judgments:
Principal versus Agent Considerations
The Company is the principal for sales of hardware, and certain software 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 the Company 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
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
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 for services performed in advance of payments received from channel sales partners. The Company records contract liabilities for payments received from channel sales partners 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.
Practical Expedients & Accounting Policy Elections
•Incremental costs of obtaining a contract - These costs are included in selling, general and administrative expenses as the amortization period is generally one year or less. The Company expenses costs associated with obtaining and fulfilling contracts as incurred.
•Shipping costs - The Company accounts for certain shipping and handling activities as fulfillment costs and expenses them as incurred.
•Significant financing components - The Company has elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will generally be one year or less.
•Sales tax and other related taxes - Sales and other tax amounts collected from customers for remittance to governmental authorities are excluded from revenue.
Disaggregation of Revenue
The following tables represent the Company's disaggregation of revenue:
Fiscal Year Ended June 30, 2026
Specialty Technology Solutions Intelisys & Advisory Total
Revenue by product/service type: (in thousands)
Products and non-recurring services $ 3,060,417 $ 4,436 $ 3,064,853
Recurring revenue(a) 64,515 96,694 161,209
$ 3,124,932 $ 101,130 $ 3,226,062
Fiscal year ended June 30, 2025
Specialty Technology Solutions Intelisys & Advisory Total
Revenue by product/service type: (in thousands)
Products and non-recurring services $ 2,892,043 $ 3,067 $ 2,895,110
Recurring revenue(a) 50,674 95,026 145,700
$ 2,942,717 $ 98,093 $ 3,040,810
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Fiscal year ended June 30, 2024
Specialty Technology Solutions Intelisys & Advisory Total
Revenue by product/service type: (in thousands)
Products and non-recurring services $ 3,144,768 $ 4,466 $ 3,149,234
Recurring revenue(a) 22,781 87,794 110,575
$ 3,167,549 $ 92,260 $ 3,259,809
(a) Recurring revenue represents revenue primarily from agency commissions, managed connectivity, 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.
Fiscal year ended June 30,
2026 2025 2024
(in thousands, except per share data)
Numerator:
Net income $ 78,873 $ 71,548 $ 77,060
Denominator:
Weighted-average shares, basic 21,384 23,442 24,868
Dilutive effect of share-based payments 308 397 354
Weighted-average shares, diluted 21,692 23,839 25,222
Net income per common share, basic $ 3.69 $ 3.05 $ 3.10
Net income per common share, diluted $ 3.64 $ 3.00 $ 3.06
For the years ended June 30, 2026, 2025 and 2024, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would have been antidilutive were 366,717, 201,879 and 348,604, respectively.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
(5) Property and Equipment
Property and equipment is comprised of the following:
June 30,
2026 2025
(in thousands)
Land and land improvements $ 1,628 $ 2,366
Buildings and leasehold improvements 20,341 20,166
Computer software and equipment (a) 71,081 80,688
Furniture, fixtures and equipment 16,979 15,886
Construction in progress 659 457
Rental equipment 5,775 7,288
116,463 126,851
Less accumulated depreciation (81,607) (95,682)
$ 34,856 $ 31,169
(a) Included in Computer software and equipment is software under development of $12.9 million and $10.9 million as of June 30, 2026 and June 30, 2025, respectively.
Depreciation expense recorded as selling, general and administrative costs in the accompanying Consolidated Income Statements was $6.0 million, $10.0 million and $11.2 million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Depreciation expense recorded as cost of goods sold in the accompanying Consolidated Income Statements was $0.9 million, $1.0 million and $1.1 million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.
(6) Other Assets and Liabilities, Current and Noncurrent
The table below details prepaid expenses and other current assets.
June 30,
2026 2025
(in thousands)
Other receivables $ 89,239 $ 91,029
Prepaid expense 10,516 13,485
Other taxes receivable 4,751 8,425
Other current assets 12,310 9,199
Prepaid expenses and other current assets $ 116,816 $ 122,138
The table below details accrued expenses and other current liabilities.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
June 30,
2026 2025
(in thousands)
Deferred warranty revenue $ 5,019 $ 5,563
Accrued compensation 27,286 23,079
Other taxes payable 6,116 8,451
Accrued marketing expense 5,736 6,731
Accrued freight 3,276 3,113
Short-term operating lease liability 4,557 3,985
Other accrued liabilities 34,548 20,341
Accrued expenses and other current liabilities $ 86,538 $ 71,263
The table below details other long-term liabilities.
June 30,
2026 2025
(in thousands)
Long-term deferred warranty revenue $ 2,727 $ 2,764
Long-term deferred compensation liability 33,593 28,537
Long-term income taxes payable 1,726 —
Long-term operating lease liability 4,927 6,972
Other long-term liabilities 8,814 11,890
Other long-term liabilities $ 51,787 $ 50,163
(7) Goodwill and Other Identifiable Intangible Assets
In accordance with ASC 350, Intangibles - Goodwill and Other Intangible Assets, the Company performs its annual goodwill impairment test during the fourth quarter of each fiscal year, or whenever indicators of impairment are present. The reporting units utilized for goodwill impairment tests align directly with our operating segments, Specialty Technology Solutions and Intelisys & Advisory. The testing includes the determination of each reporting unit's fair value using a discounted cash flows model compared to each reporting unit's carrying value. Key assumptions used in determining fair value include projected growth and operating margin, working capital requirements and discount rates. During fiscal years ended June 30, 2026, 2025 and 2024, no impairment charges related to goodwill were recorded. The fair value of the Specialty Technology Solutions and Intelisys & Advisory reporting units exceeded its carrying value by 2% and more than 100%, respectively, as of the annual goodwill impairment testing date.
Changes in the carrying amount of goodwill for the years ended June 30, 2026 and 2025, by reportable segment, are set forth in the table below.
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Specialty Technology Solutions Intelisys & Advisory Total
(in thousands)
Balance at June 30, 2024 $ 146,108 $ 60,193 $ 206,301
Additions 13,447 10,693 24,140
Unrealized gain on foreign currency translation 224 155 379
Balance at June 30, 2025 $ 159,779 $ 71,041 $ 230,820
Additions 13,427 — 13,427
Unrealized gain (loss) on foreign currency translation 661 (6) 655
Balance at June 30, 2026 $ 173,867 $ 71,035 $ 244,902
The following table shows the Company’s identifiable intangible assets as of June 30, 2026 and 2025, respectively.
June 30, 2026 June 30, 2025
Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value
(in thousands)
Amortized intangible assets:
Customer relationships $ 135,290 $ 83,351 $ 51,939 $ 145,528 $ 92,943 $ 52,585
Trade names 14,536 12,919 1,617 14,036 11,442 2,594
Supplier partner program 4,085 3,771 314 4,085 3,341 744
Encryption key library — — — 19,900 19,694 206
Developed technology 15,312 4,791 10,521 10,512 3,732 6,780
Total intangibles $ 169,223 $ 104,832 $ 64,391 $ 194,061 $ 131,152 $ 62,909
The weighted-average amortization period for all intangible assets was approximately 11 years, 9 years and 10 years for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Amortization expense for continuing operations for the years ended June 30, 2026, 2025 and 2024 was $16.7 million, $19.2 million and $15.7 million, respectively, all of which relates to selling, general and administrative costs, not the cost of selling goods, and has been presented as such in the accompanying Consolidated Income Statements. Certain fully amortized intangible assets have been removed during the current fiscal year.
Estimated future amortization expense is as follows:
Amortization Expense
(in thousands)
Year Ended June 30,
2027 $ 10,791
2028 9,434
2029 8,905
2030 6,116
2031 11,923
Thereafter 17,222
Total $ 64,391
(8) Short Term Borrowings and Long Term Debt
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The following table shows the Company’s short-term and long-term debt as of June 30, 2026 and 2025, respectively.
June 30,
2026 2025
(in thousands)
Current portion of long-term debt $ 2,866 $ 7,861
Mississippi revenue bond, net of current portion 2,297 2,663
Senior secured term loan facility, net of current portion 96,250 125,625
Total debt $ 101,413 $ 136,149
Credit Facility
On December 18, 2025, the Company entered into a credit agreement, (the “New Credit Agreement”) with PNC Bank, National Association, as administrative agent (“PNC”), and the other lenders party thereto (the “Lenders”), providing for (i) a five-year, $400 million multicurrency senior secured revolving credit facility and (ii) a five-year $100 million senior secured term loan facility (the “New Credit Facilities”). In addition, pursuant to an “accordion feature,” the Company may increase its borrowings by up to the greater of $250 million or 150% of the Company's EBITDA calculated on a Pro Forma Basis (each as defined in the New Credit Agreement), subject to obtaining additional credit commitments from the Lenders participating in the increase. The New Credit Agreement allows for the issuance of up to $50 million for letters of credit. Borrowings under the New Credit Agreement are secured by substantially all of the assets of the Company and its domestic subsidiaries. Under the terms of the revolving credit facility, the payment of cash dividends is restricted. The Company incurred debt issuance costs of $1.4 million in connection with the New Credit Agreement. These costs were capitalized to other non-current assets on the 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 Term Secured Overnight Financing Rate ("SOFR") or 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 its 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 base rate plus an additional margin ranging from 0% to 0.75%, depending upon the Company’s leverage ratio.
All swingline loans denominated in U.S. dollars bear interest based upon the daily simple SOFR, floating daily, 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. Loans denominated in foreign currencies bear interest at a rate per annum equal to the applicable benchmark rate set forth in the New Credit Agreement plus an additional margin ranging from 1.00% to 1.75%, depending upon the Company’s leverage ratio. A commitment fee is payable on the unused amount of commitments under the revolving credit facility. The commitment fee ranges from 0.15% to 0.30%, depending on the Company's leverage ratio.
In connection with entering into the New Credit Agreement, on December 18, 2025, the Company terminated and repaid all indebtedness and other obligations outstanding under its Third Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, which provided for (i) a five-year, $350 million multicurrency senior secured revolving credit facility and (ii) a five-year $150 million senior secured term loan facility.
During the fiscal year ended June 30, 2026, the Company's borrowings under New Credit Agreement and Prior Credit Agreement were U.S. dollar loans. The spread in effect as of June 30, 2026 was 1.00% for SOFR-based loans and 0.00% for alternate base rate loans. The commitment fee rate in effect as of June 30, 2026 was 0.15%. The effective interest rates for the term loan were 4.65% and 5.43% as of June 30, 2026 and June 30, 2025, respectively. The New 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. In addition, the Company’s Interest Coverage Ratio (as such term is defined in the New Credit Agreement) must be at least 3.00 to 1.00 as of the end of each fiscal quarter. In the event
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
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 New Credit Agreement as of June 30, 2026.
The average daily balance outstanding on the revolving credit facility, excluding the term loan facility, was $1.6 million and $0.3 million during the fiscal year ended June 30, 2026 and 2025, respectively. There was $400.0 million and $350.0 million available for additional borrowings as of June 30, 2026 and 2025, respectively. The effective interest rates for the revolving line of credit were 4.62% and 5.46% as of June 30, 2026 and June 30, 2025, respectively. There were no letters of credit issued under the multi-currency revolving credit facility as of June 30, 2026 and 2025.
Mississippi Revenue Bond
On August 1, 2007, the Company entered into an agreement with the State of Mississippi in order to provide financing for the acquisition and installation of certain equipment to be utilized at the Company’s Southaven, Mississippi facility through the issuance of an industrial development revenue bond. The bond matures on September 1, 2032 and accrues interest at a rate equal to one-month term SOFR plus 0.10% plus the applicable margin 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 5th anniversary of the agreement, requiring the Company to pay back the bonds at 100% of the principal amount outstanding. As of June 30, 2026, the Company was in compliance with all covenants under this bond. The effective interest rates at June 30, 2026 and 2025 were 4.57% and 5.28%, respectively.
Scheduled maturities of the Company’s short-term borrowings, revolving credit facility and long-term debt at June 30, 2026 are as follows:
Revolving Credit Facility Term Loan Facility Mississippi Bond
(in thousands)
Fiscal year:
2027 $ — $ 2,500 $ 366
2028 — 2,500 371
2029 — 2,500 375
2030 — 2,500 380
2031 — 88,750 385
Thereafter — — 786
Total principal payments $ — $ 98,750 $ 2,663
Debt Issuance Costs
As of June 30, 2026, net debt issuance costs associated with the credit facility, term loan and bond totaled $1.6 million and are being amortized on a straight-line basis 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
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June 30, 2026
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. See Note 1- Business and Summary of Significant Accounting Policies for more information regarding the Company's policy on derivative financial instruments.
The Company had contracts outstanding with notional amounts of $15.2 million and $26.2 million for the exchange of foreign currencies as of June 30, 2026 and 2025, 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 Consolidated Income Statements for the fiscal years ended June 30, 2026, 2025 and 2024 are as follows:
Fiscal year ended June 30,
2026 2025 2024
(in thousands)
Net foreign exchange derivative contract losses (gains) $ 2,675 $ 1,678 $ (1,864)
Net foreign currency transactional and re-measurement (gains) losses (1,075) (923) 4,062
Net foreign currency losses $ 1,600 $ 755 $ 2,198
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 primarily 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 such changes have on interest expense associated with its floating-rate debt. To manage this exposure, 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. These swaps include a notional amount of $50.0 million that matured on April 30, 2026, and a notional amount of $25 million maturing on 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 swap is 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 fiscal years ended June 30, 2026, 2025 and 2024.
The components of the cash flow hedge included in accumulated other comprehensive (loss) income, net of income taxes, in the Consolidated Statements of Shareholders’ Equity, are as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in thousands)
Net interest (income) expense recognized as a result of interest rate swap $ (849) $ (1,531) $ (3,305)
Unrealized (loss) gain in fair value of interest swap rates 408 (487) 1,316
Net (decrease) increase in accumulated other comprehensive (loss) income (441) (2,018) (1,989)
Income tax effect (110) (495) (507)
Net increase (decrease) in accumulated other comprehensive (loss) income, net of tax $ (331) $ (1,523) $ (1,482)
The Company used the following derivative instruments at June 30, 2026, reflected in the Consolidated Balance Sheets, for the risk management purposes detailed above:
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
June 30, 2026
Balance Sheet Location Fair Value of Derivatives Designated as Hedge Instruments Fair Value of Derivatives Not Designated as Hedge Instruments
(in thousands)
Derivative assets:
Foreign currency hedge Other current assets $ 11 $ —
Interest rate swap agreement Other current assets $ 239 $ —
Derivative liabilities:
Foreign exchange contracts Accrued expenses and other current liabilities $ — $ 3
The Company used the following derivative instruments at June 30, 2025, reflected in the Consolidated Balance Sheets, for the risk management purposes detailed above:
June 30, 2025
Balance Sheet Location 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 $ — $ 15
Interest rate swap agreement Other current assets $ 680 $ —
Derivative liabilities:
Foreign currency hedge Other current liabilities $ 290 $ —
(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 at fair value on a recurring basis include deferred compensation plan investments, forward foreign currency exchange contracts, foreign currency hedge agreements, interest rate swap agreements and contingent consideration owed to the sellers of Advantix Solutions Group, Inc (“Advantix”), Secure Path Networks, LLC dba Resourcive (“Resourcive”), and DataXoom Corp. ("DataXoom"). The carrying value of debt listed in Note 8 - Short-Term Borrowings and Long Term 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).
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The following table summarizes the valuation of the Company's remaining assets and liabilities measured at fair value on a recurring basis as of June 30, 2026:
Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
(in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion $ 37,642 $ 37,642 $ — $ —
Interest rate swap agreement 239 — 239 —
Foreign currency hedge 11 — 11 —
Total assets at fair value $ 37,892 $ 37,642 $ 250 $ —
Liabilities:
Deferred compensation plan investments, current and non-current portion $ 37,642 $ 37,642 $ — $ —
Forward foreign currency exchange contracts 3 — 3 —
Liability for contingent consideration, current and non-current 28,150 — — 28,150
Total liabilities at fair value $ 65,795 $ 37,642 $ 3 $ 28,150
The following table summarizes the valuation of the Company's remaining assets and liabilities measured at fair value on a recurring basis as of June 30, 2025:
Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
(in thousands)
Assets:
Deferred compensation plan investments, current and non-current portion $ 31,887 $ 31,887 $ — $ —
Forward foreign currency exchange contracts 15 — $ 15
Interest rate swap agreement 680 — 680 —
Total assets at fair value $ 32,582 $ 31,887 $ 695 $ —
Liabilities:
Deferred compensation plan investments, current and non-current portion $ 31,887 $ 31,887 $ — $ —
Foreign currency hedge 290 — 290 —
Liability for contingent consideration, current and non-current 19,100 — — 19,100
Total liabilities at fair value $ 51,277 $ 31,887 $ 290 $ 19,100
The investments in the deferred compensation plan are held in a "rabbi trust" and include securities 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
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June 30, 2026
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 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 contingent consideration liabilities for Advantix, Resourcive, and DataXoom. These liabilities represent the amounts payable to sellers, as outlined under the terms of the individual purchase agreements, based upon the achievement of projected earnings before interest expense, taxes, depreciation and amortization, net of specific pro forma adjustments.
The following tables represent the Company's contingent consideration liabilities at June 30, 2026 and 2025:
Fiscal Year Ended June 30, 2026
Specialty Technology Solutions Intelisys & Advisory Total
(in thousands)
Fair value at beginning of period $ 6,660 $ 12,440 $ 19,100
Issuance of contingent consideration 9,352 — 9,352
Payments (1,375) — (1,375)
Change in valuation 1,243 (170) 1,073
Fair value at end of period $ 15,880 $ 12,270 $ 28,150
Fiscal year ended June 30, 2025
Specialty Technology Solutions Intelisys & Advisory Total
(in thousands)
Fair value at beginning of period $ — $ — $ —
Issuance of contingent consideration 7,500 9,700 17,200
Change in valuation (840) 2,740 1,900
Fair value at end of period $ 6,660 $ 12,440 $ 19,100
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 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 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;
•the probability of achieving these results; and
•a risk premium reflective of the Company’s creditworthiness and market risk premium associated with the United States markets.
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June 30, 2026
Specialty Technology Solutions
The fair value of the contingent consideration related to Advantix is determined using a static discounted cash flow model. The liability recognized at June 30, 2026 was $6.2 million, of which $1.7 million is classified as current. The change in fair value for the fiscal year ended June 30, 2026 is primarily due to the recurring amortization of the unrecognized fair value discount. The first earnout payment totaling $1.4 million was paid to the sellers of Advantix during the quarter ended September 30, 2025. Future earnout payments to the sellers of Advantix are payable based on results through fiscal year 2028.
The fair value of the contingent consideration related to DataXoom is determined using the Monte Carlo method. The liability recognized at June 30, 2026, was $9.7 million, of which $2.0 million is classified as current. The change in fair value for the fiscal year ended June 30, 2026 is primarily due to the recurring amortization of the unrecognized fair value discount, partially offset by a change in forecasted results. Earnout payments to the sellers of DataXoom are payable based on results from fiscal year 2026 and fiscal year 2028.
Intelisys & Advisory
The fair value of the contingent consideration related to Resourcive is determined using the Monte Carlo method. The liability recognized at June 30, 2026 was $12.3 million, all of which is classified as current and is due to the sellers of Resourcive during fiscal year 2027. The change in fair value for the fiscal year ended June 30, 2026 is primarily due to a change in forecasted results, partially offset by the recurring amortization of the unrecognized fair value discount.
Significant observable inputs used in recurring Level 3 fair value measurements for the Company's contingent consideration liabilities by segment related to acquisitions at June 30, 2026 and June 30, 2025 were as follows.
Significant observable inputs Significant observable inputs
June 30, 2026 June 30, 2025
Acquisition Specialty Technology Solutions Intelisys & Advisory Specialty Technology Solutions Intelisys & Advisory
Weighted-average payor credit spread 1.32 % 1.32 % 1.80 % 1.80 %
Weighted-average adjusted EBITDA risk premium 12.30 % 12.50 % 15.30 % 12.70 %
Adjusted EBITDA volatility 60.00 % 50.00 % — 40.00 %
(11) Share-Based Compensation
Share-Based Compensation Plans
The Company has awards outstanding from three share-based compensation plans (the 2013 Long-Term Incentive Plan, the 2021 Long-Term Incentive Plan and the 2024 Omnibus Incentive Compensation Plan). The 2024 Omnibus Incentive Compensation Plan was approved at the annual meeting of the shareholders on December 10, 2024. The 2024 Plan permits the grant of any or all of the following types of awards to grantees: stock options, including non-qualified options and ISOs; SARs; restricted stock ("RSA"); deferred stock and restricted stock units ("RSU"); performance units ("PU") and performance shares; dividend equivalents; and other stock-based awards. Remaining available shares of the 2021 Long-Term Incentive Plan were rolled into the 2024 Plan. Eligible grantees include employees, officers, non-employee consultants and non-employee directors of the Company and its affiliates. Awards are currently only being granted under the 2024 Long-Term Incentive Plan. As of June 30, 2026, there were 1,929,131 shares available for future grant under the 2024 Long-Term Incentive Plan. All of the Company’s share-based compensation plans are shareholder approved, and it is the Company’s belief that such awards align the interests of its employees and directors with those of its shareholders. An RSA is common stock that is subject to risk of forfeiture or other restrictions that lapse upon satisfaction of specified conditions. An RSU represents the right to receive shares of common stock in the future with the right to future delivery of the shares subject to risk of forfeiture or other restrictions that lapse upon satisfaction of specified conditions. A PU represents the right to receive shares of common stock in the future contingent on performance against predetermined objectives over a specified performance period.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The Company accounts for its share-based compensation awards in accordance with ASC 718, Stock Compensation, which requires all share-based compensation to be recognized in the income statement based on fair value and applies to all awards granted, modified, canceled or repurchased after the effective date. Total share-based compensation included as a component of selling, general and administrative expenses in our Consolidated Income Statements was as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in thousands)
Share-based compensation related to:
Equity classified stock options $ — $ — $ 550
Equity classified restricted stock 14,063 11,062 8,987
Total share-based compensation $ 14,063 $ 11,062 $ 9,537
Stock Options
The Company did not grant stock options during the fiscal years ended June 30, 2026, June 30, 2025 or June 30, 2024. Stock options granted prior to June 30, 2022 vested annually over 3 years and have a 10-year contractual life. These options were granted with an exercise price that is no less than 100% of the fair market value of the underlying shares on the date of the grant.
The fair value of each option (for purposes of calculation of share-based compensation) was estimated on the date of grant using the Black-Scholes-Merton option pricing formula that uses assumptions determined at the date of grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected term"), the estimated volatility of the Company's common stock price over the expected term ("expected volatility") and the number of options that will ultimately not complete their vesting requirements ("forfeitures"). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the Consolidated Income Statements.
The weighted-average expected term of the options represents the period of time the options are expected to be outstanding based on historical trends and behaviors of certain groups and individuals receiving these awards. The expected volatility is predominantly based on the historical volatility of our common stock for a period approximating the expected term. The risk-free interest rate reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected option term. The dividend yield assumption was based on the Company's dividend payment history and management's expectations of future dividend payments.
A summary of activity under our stock option plans is presented below:
Fiscal Year Ended June 30, 2026
Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value
Outstanding, beginning of year 435,663 $ 32.71
Granted during the period — —
Exercised during the period (133,700) 37.71
Canceled, forfeited, or expired during the period — —
Outstanding, end of year 301,963 30.49 2.86 $ 6,521,546
Vested at June 30, 2026 301,963 30.49 2.86 $ 6,521,546
Exercisable, end of year 301,963 $ 30.49 2.86 $ 6,521,546
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The aggregate intrinsic value was calculated using the market price of the Company's stock on June 30, 2026, and the exercise price for only those options that have an exercise price that is less than the market price of our stock. This amount will change as the market price per share changes. The aggregate intrinsic value of options exercised during the fiscal year ended June 30, 2026, 2025 and 2024 was $0.9 million, $3.0 million and $2.1 million, respectively.
As of June 30, 2026 there were no unvested options, nor did any options vest during the fiscal years ended June 30, 2026 and 2025. The total fair value of options vested during the fiscal year ended June 30, 2024 was $1.5 million.
The following table summarizes information about stock options outstanding and exercisable as of June 30, 2026:
Options Outstanding Options Exercisable
Range of Exercise Prices Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price
$22.27 - $26.38 52,524 4.39 24.61 52,524 24.61
$26.38 - $30.49 119,021 4.40 27.14 119,021 27.14
$30.49 - $34.60 53,079 1.44 34.35 53,079 34.35
$34.60 - $38.71 77,339 0.42 37.00 77,339 37.00
301,963 2.86 $ 30.49 301,963 $ 30.49
The Company issues shares to satisfy the exercise of options.
Restricted Stock
Grants of Restricted Shares
During the fiscal year ended June 30, 2026, the Company granted 417,961 shares of restricted stock to employees and non-employee directors, all of which were issued in the form of RSUs:
Fiscal Year Ended June 30, 2026
Shares granted Date granted Grant date fair value Vesting period
Employees
Certain employees based on performance 284,083 September 1, 2025 $ 43.65 Annually over 4 years
Certain employees based on performance 107,546 September 1, 2025 $ 43.65 Annually over 3 years
Certain employees based on performance 481 November 11, 2025 $ 40.65 Annually over 4 years
Non-Employee Directors
Certain Directors 25,851 September 1, 2025 $ 43.65 12 months
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
A summary of the status of the Company’s outstanding restricted stock is presented below:
Fiscal Year Ended June 30, 2026
Shares Weighted-Average Grant Date Fair Value
Outstanding, beginning of year 901,255 $ 40.52
Granted during the period 417,961 43.33
Vested during the period (301,142) 36.35
Cancelled, forfeited, or expired during the period (105,738) 35.60
Outstanding, end of year 912,336 $ 42.43
As of June 30, 2026, there was approximately $21.7 million of unrecognized compensation cost related to unvested performance units and restricted stock units granted, which is expected to be recognized over a weighted-average period of 1.07 years. The Company withheld 69,684 shares for income taxes during the fiscal year ended June 30, 2026.
(12) Employee Benefit Plans
The Company maintains defined contribution plans that cover all employees located in the United States that meet certain eligibility requirements and provides a matching contribution equal to 50% of each participant’s contribution, up to a maximum of 6% of the participant's eligible compensation. Employer contributions are vested based upon tenure over a five-year period.
Fiscal Year Ended June 30,
2026 2025 2024
(in thousands)
Matching contributions $ 3,461 $ 3,261 $ 3,099
Internationally, the Company contributes to either plans mandated by local governments or to employee retirement savings and annuity plans. Additionally, the Company maintains a non-qualified, unfunded deferred compensation plan that allows eligible members of management to defer a portion of their compensation in addition to receiving discretionary matching contributions from the Company. Employer contributions are vested over a five-year period.
(13) Income Taxes
As of the fiscal year ended June 30, 2026, the Company maintains the ability to access the earnings of foreign subsidiaries. The Company considered recording a deferred tax liability related to federal, state and withholding tax and determined that no liability should be recorded. There is no certainty as to the timing of the distributions of such earnings to the U.S. in whole or in part.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Income tax expense (benefit) consists of:
Fiscal Year Ended June 30,
2026 2025 2024
(in thousands)
Current:
Federal $ 16,658 $ 12,736 $ 15,626
State 4,452 3,805 3,608
Foreign (805) 3,498 5,578
Total current 20,305 20,039 24,812
Deferred:
Federal 1,982 2,320 (827)
State 1,938 (217) (911)
Foreign 645 706 (293)
Total deferred 4,565 2,809 (2,031)
Provision for income taxes $ 24,870 $ 22,848 $ 22,781
The following table presents a reconciliation of the statutory income tax rate, expressed as a percentage of income before income taxes, to the effective income tax rate for the year ended June 30, 2026, following the adoption of ASU 2023-09.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Fiscal Year Ended June 30, 2026
$ %
(in thousands)
U.S. Federal income tax at statutory rate $21,786 21.0 %
United States
State and Local Income Taxes(1) 5,455 5.3 %
Federal
Effect of Cross-Border Tax Laws
Global intangible low-taxed income (475) (0.5) %
FDII (481) (0.5) %
Subpart F Income 1,637 1.6 %
Other (136) (0.1) %
Tax Credits
Foreign Tax Credit (1,380) (1.3) %
Changes in Valuation Allowances (6,162) (5.9) %
Nontaxable or Nondeductible Items
Non-deductible compensation 2,310 2.2 %
Capital Loss Expiration 5,330 5.1 %
Other (82) (0.1) %
Other Adjustments (571) (0.6) %
Brazil
Non-taxable income (1,197) (1.2) %
Pillar-Two 1,188 1.1 %
Payable true-up (2,551) (2.5) %
Other (336) (0.3) %
Other Foreign Jurisdictions 227 0.2 %
Changes in Unrecognized Tax Benefits 308 0.3 %
Provision for income taxes $24,870 24.0 %
(1) The states that contribute the majority (greater than 50.0%) of the tax effect in this category include California, Illinois, Minnesota, New Jersey and New York.
The following table presents a reconciliation of the U.S. Federal income tax expense for the fiscal years ended June 30, 2025 and June 30, 2024 with the applicable statutory rate of 21.0%, prior to the adoption of ASU 2023-09.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Fiscal Year Ended June 30,
2025 2024
(in thousands)
U.S. statutory rate 21.0 % 21.0 %
U.S. Federal income tax at statutory rate $ 19,823 $ 20,967
Increase (decrease) in income taxes due to:
State and local income taxes, net of Federal benefit 2,788 1,939
Tax credits (573) (1,794)
Valuation allowance (445) 1,131
Effect of varying statutory rates in foreign operations, net 1,382 2,109
Stock compensation (1,258) (76)
Reduction in prior year transition tax (2,065) —
Earnings from foreign subsidiaries 778 776
Losses on dispositions — (2,816)
Global intangible low taxed income tax 475 (832)
Nontaxable income (136) (927)
Nondeductible compensation 2,144 1,412
Notional interest deduction on net equity (928) —
Other 863 892
Provision for income taxes $ 22,848 $ 22,781
On August 26, 2024, the U.S. Tax Court issued an opinion in Varian Medical Systems, Inc. v. Commissioner. The opinion related to the U.S. taxation of deemed foreign dividends in the transition year of the Tax Cuts and Jobs Act (the company’s fiscal year 2018). While the company was not a party to the case, the opinion resulted in a change to its tax position, and as such recorded a tax benefit of $2.1 million as a reduction to the provision for income taxes in the June 30, 2025 fiscal year.
During the June 30, 2024 fiscal year, the Company received a favorable ruling in Brazil regarding an exclusion from taxable income and as a result recognized a $1.5 million income tax recovery for prior years.
Subsequent to the 2023 fiscal year-end, the IRS issued Notice 2023-55 which provides taxpayers with Brazilian subsidiaries temporary relief from the final foreign tax credit regulations. As a result, the company recognized a tax benefit of $1.5 million during the 2024 fiscal year for creditable foreign taxes for the 2023 fiscal year.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The following table presents income taxes paid, net of refunds, for the year ended June 30, 2026, based on the adoption of ASU 2023-09:
Fiscal year ended June 30, 2026
(in thousands)
Federal $ 21,606
State 4,864
Foreign
Brazil 2,386
Other Foreign 48
Total $ 28,904
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
June 30,
2026 2025
(in thousands)
Deferred tax assets derived from:
Allowance for accounts receivable $ 4,720 $ 8,055
Inventories 2,651 2,690
Nondeductible accrued expenses 8,310 7,376
Net operating loss carryforwards 273 268
Tax credits 8,876 9,574
Deferred compensation 7,678 6,984
Stock compensation 4,946 4,186
Capital loss carryforwards 5,170 11,579
Timing of amortization deduction from intangible assets 2,342 7,675
Timing of depreciation and other deductions from building and equipment 694 437
Total deferred tax assets 45,660 58,824
Valuation allowance (13,322) (19,633)
Total deferred tax assets, net of allowance 32,338 39,191
Deferred tax liabilities derived from:
Timing of amortization deduction from goodwill (21,748) (17,659)
Timing of amortization deduction from intangible assets — (2,763)
Total deferred tax liabilities (21,748) (20,422)
Net deferred tax assets $ 10,590 $ 18,769
The components of pretax earnings are as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in thousands)
Domestic $ 91,799 $ 78,460 $ 78,653
Foreign 11,944 15,936 21,188
Worldwide pretax earnings $ 103,743 $ 94,396 $ 99,841
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
As of June 30, 2026, there were (i) gross net operating loss carryforwards of approximately $0.9 million for U.S. federal income tax purposes; (ii) gross state net operating loss carryforwards of approximately $1.1 million; (iii) state income tax credit carryforwards of approximately $3.3 million that began to expire in the 2026 tax year; (iv) withholding tax credits of approximately $5.3 million; (v) foreign tax credits of $1.0 million, and (vi) gross capital loss carryovers of $20.7 million. The Company maintains a valuation allowance of $0.1 million for U.S. federal net operating losses, $5.2 million for capital loss carryforwards, a less than $0.1 million valuation allowance for state net operating losses, a $5.3 million valuation allowance for withholding tax credits, a $1.0 million valuation allowance for foreign tax credits, and a $1.6 million valuation allowance for state income tax credits, where it was determined that, in accordance with ASC 740, it is more likely than not that they cannot be utilized.
The Company recognizes excess tax benefits and tax deficiencies as income tax expense or benefit for stock award settlements in accordance with ASU 2016-09. The Company recognized net tax benefit of $0.5 million for the fiscal year ended June 30, 2026, net tax benefit of $1.2 million for the fiscal year ended June 30, 2025 and net tax benefit of less than $0.1 million for the fiscal year ended June 30, 2024.
As of June 30, 2026, the Company had gross unrecognized tax benefits of $1.3 million, $1.1 million of which, if recognized, would affect the effective tax rate. This reflects an increase of $0.6 million on a gross basis over the prior fiscal year. The Company does not expect that the total amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Income Statements. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. The total amount of interest and penalties accrued, but excluded from the table below, were $0.6 million, $1.0 million and $1.3 million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
June 30,
2026 2025 2024
(in thousands)
Beginning Balance $ 698 $ 1,141 $ 1,172
Additions based on tax positions related to the current year 75 86 89
Additions based on tax positions related to prior years 605 — —
Reduction for tax positions of prior years (82) (529) (120)
Ending Balance $ 1,296 $ 698 $ 1,141
The Company conducts business internationally and, as a result, one or more of its subsidiaries files income tax returns in the United States federal, various state, local and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in countries in which it operates. With certain exceptions, the Company is no longer subject to state and local, or non-United States income tax examinations by tax authorities for tax years before June 30, 2021.
On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was signed into law. The Act permanently extends key provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation, and introduces changes to the international tax framework. We have evaluated the impact of the Act on our future effective tax rate, tax liabilities, and cash taxes and concluded that its adoption did not have a material impact on our consolidated financial statements.
(14) Leases
In accordance with ASC 842, Leases, at contract inception the Company determines if a contract contains a lease by assessing whether the contract contains an identified asset and whether the Company has the ability to control the asset. The Company also determines if the lease meets the classification criteria for an operating lease versus a finance lease under ASC 842. Substantially all of the Company's leases are operating leases for real estate, warehouse and office equipment ranging in duration from 1 year to 10 years. The Company has elected not to record short-term operating leases with an initial term of 12
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
months or less on the 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 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 Consolidated Balance Sheets. The gross amount of the balances recorded related to finance leases is immaterial to the financial statements at June 30, 2026 and 2025.
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 under ASC 842 to recognize all lease and non-lease components as a single lease component, where applicable.
The following table presents amounts recorded on the Consolidated Balance Sheets related to operating leases at June 30, 2026 and 2025:
Operating leases Balance Sheet location June 30, 2026 June 30, 2025
(in thousands)
Operating lease right-of-use assets Other non-current assets $ 8,850 $ 10,258
Current operating lease liabilities Accrued expenses and other current liabilities 4,557 3,985
Long-term operating lease liabilities Other long-term liabilities 4,927 6,972
The following table presents amounts recorded in operating lease expense as part of selling general and administrative expenses on the Consolidated Income Statements during the fiscal years ended June 30, 2026, 2025 and 2024. Operating lease costs contain immaterial amounts of short-term lease costs for leases with an initial term of 12 months or less.
Fiscal year ended June 30,
2026 2025 2024
(in thousands)
Operating lease cost $ 4,990 $ 4,425 $ 4,917
Variable lease cost 1,720 1,523 1,416
$ 6,710 $ 5,948 $ 6,333
Supplemental cash flow information related to the Company's operating leases for the fiscal years ended June 30, 2026, 2025 and 2024 are presented in the table below:
Fiscal year ended June 30,
2026 2025 2024
(in thousands)
Cash paid for amounts in the measurement of lease liabilities $ 5,066 $ 4,136 $ 4,747
Right-of-use assets obtained in exchange for lease obligations 1,643 5,035 840
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SCANSOURCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
The weighted-average remaining lease term and discount rate at June 30, 2026 and 2025 are presented in the table below:
June 30, 2026 June 30, 2025
Weighted-average remaining lease term 2.64 3.03
Weighted-average discount rate 6.99 % 5.35 %
The following table presents the maturities of the Company's operating lease liabilities at June 30, 2026:
Operating leases
(in thousands)
2027 $ 5,051
2028 2,525
2029 1,701
2030 1,127
2031 71
Total future payments 10,475
Less: amounts representing interest 991
Present value of lease payments $ 9,484
(15) Commitments and Contingencies
A majority of the Company’s net revenues in fiscal years 2026, 2025 and 2024 were received from the sale of products purchased from the Company’s ten largest suppliers. The Company has entered into written agreements with substantially all of its major suppliers. While the Company’s agreements with most of its suppliers contain standard provisions for periodic renewals, these agreements generally permit termination by either party without cause upon 30 to 120 days' notice.
The Company or 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 and results of operations.
Pre-Acquisition Contingencies
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. There were no deposits into the escrow account; however $0.4 million and $0.2 million were released from the escrow account during the fiscal years ended June 30, 2026 and 2025, respectively. The amount available after the impact of foreign currency translation, as of June 30, 2026 and 2025, for future pre-acquisition contingency settlements or to be released to the sellers was $3.6 million and $3.4 million, respectively.
The Company has recorded pre-acquisition contingencies and corresponding indemnification receivables related to Network1 of $3.9 million and $3.7 million for the fiscal years ended June 30, 2026 and 2025, respectively. These balances are presented as other non-current liabilities and other non-current assets in the Consolidated Balance Sheets. The amount of reasonably possible undiscounted pre-acquisition contingencies as of June 30, 2026 is estimated to range from $3.9 million to $15.7 million at this time, of which all exposures are indemnifiable under the share purchase agreement.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
(16) Segment Information
The Company is a leading provider of technology solutions and services to channel sales partners in specialty technology markets. The Company's Chief Executive Officer is our Chief Operating Decision Maker ("CODM") who evaluates how we allocate resources, assess performance and make strategic and operational decisions. The CODM reviews key financial measures for each reportable segment based on various financial results including net sales, gross profit and operating income. These measures are assessed in the annual budget process as well as on an actual-to-budget comparison and an actual-to-forecast comparison when making decisions about the allocation of resources to each segment. In addition to financial results such as net sales, gross profit, and operating income, the CODM also considers a range of operational and financial metrics, including EBITDA, return on invested capital, customer metrics and other strategic indicators. These tools support a comprehensive view of performance and inform strategic decisions across our reportable segments.
Corporate primarily includes corporate service costs that are not included in the CODM's assessment of the performance of each of the identified reportable segments. In connection with that assessment, our CODM may exclude matters, such as charges for impairments, significant, higher-cost restructuring programs, costs associated with separation activities, acquisition costs and other related charges, certain gains and losses from acquisitions or dispositions and certain litigation settlements. The CODM also reviews certain other measures including total assets and property and equipment by segment and geography.
Based on such evaluation, 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 and Brazil and includes specialty technology solutions distributed through a wholesale/resale sales model. This segment includes hardware, SaaS and subscription services. The specialty technology solutions include the following:
•Mobility and barcode - mobile computing, barcode scanners and imagers, RFID (radio frequency identification devices), barcode printing and related services;
•POS - Point of Sale systems, integrated POS software platforms;
•Payment terminals - self-service kiosks including self-checkout, payment terminals and mobile payment devices;
•Physical security - video surveillance and analytics, video management software and access control;
• Networking - switching, routing and wireless products and software;
• Communications - voice, video, communication platform integration and contact center solutions; and
• Connectivity - managed connectivity and wireless enablement solutions.
Intelisys & Advisory Segment
The Intelisys & Advisory segment operates in the United States and consists of sales and services to both channel sales partners (Intelisys) and end users (Advisory). As a technology services distributor, or TSD, Intelisys distributes connectivity, cloud and next-generation technologies through an agency sales model. Channel sales partners also have access to SaaS and subscription-based services through the company’s proprietary tools, platforms and flexible routes to market. In addition to traditional telecom services, key technology areas include:
•Connectivity & SDN (Software-Defined Networking)
•CX (Unified Communications as a Service and Contact Center as a Service)
•Cloud/Data Center
•Security
•Managed AI
•Wireless & IoT
By offering flexible routes to market and a robust solutions portfolio, this segment helps advisors service a wide range of end users including businesses of all sizes.
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Selected financial information about the Company's segments for the fiscal years ended June 30, 2026, 2025, and 2024 are presented below:
Specialty Technology Solutions Intelisys & Advisory Corporate(a) Total
Fiscal year ended June 30, 2026:
Net Sales $ 3,124,932 $ 101,130 $ — $ 3,226,062
Cost of sales 2,787,288 1,419 — 2,788,707
Gross profit 337,644 99,711 — 437,355
Other operating expenses(b) 263,531 71,127 4,070 338,728
Operating income (loss) $ 74,113 $ 28,584 $ (4,070) $ 98,627
Other Segment Items
Depreciation and amortization(c) $ 14,680 $ 8,953 $ — $ 23,633
Change in fair value of contingent consideration(d) $ 1,243 $ (170) $ — $ 1,073
Capital expenditures $ (8,574) $ (712) $ — $ (9,286)
Fiscal year ended June 30, 2025:
Net Sales $ 2,942,717 $ 98,093 $ — $ 3,040,810
Cost of sales 2,631,315 849 — 2,632,164
Gross profit 311,402 97,244 — 408,646
Other operating expenses(b) 245,353 70,030 8,063 323,446
Operating income (loss) $ 66,049 $ 27,214 $ (8,063) $ 85,200
Other Segment Items
Depreciation and amortization(c) $ 19,627 $ 8,878 $ 1,690 $ 30,195
Change in fair value of contingent consideration(d) $ (840) $ 2,740 $ — $ 1,900
Capital expenditures $ (7,776) $ (510) $ — $ (8,286)
Fiscal year ended June 30, 2024:
Net Sales $ 3,167,549 $ 92,260 $ — $ 3,259,809
Cost of sales 2,860,292 465 — 2,860,757
Gross profit 307,257 91,795 — 399,052
Other operating expenses(b) 240,579 61,200 6,949 308,728
Operating income (loss) $ 66,678 $ 30,595 $ (6,949) $ 90,324
Other Segment Items
Depreciation and amortization(c) $ 17,133 $ 7,939 $ 2,937 $ 28,009
Capital expenditures $ (8,414) $ (141) $ — $ (8,555)
(a) For the years ended June 30, 2026 and June 30, 2025, the amounts in Other operating expenses shown above include restructuring expenses, legal settlement expenses, acquisition expenses, as well as cyberattack restoration costs. For the year ended June 30, 2024, the amounts in Other operating expenses shown above include restructuring expenses, acquisition and divestiture expenses as well as cyberattack restoration costs.
(b) Primarily includes payroll and other employee expenses and other selling and general administrative expenses
(c) Depreciation and amortization expense is primarily included within Other operating expenses
(d) Change in fair value of contingent consideration is included within Other operating expenses
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Fiscal Year Ended June 30,
2026 2025 2024
(in thousands)
Sales by Geography Category:
United States $ 3,003,061 $ 2,809,447 $ 2,928,606
Brazil 227,404 240,071 338,637
Less intercompany sales (4,403) (8,708) (7,434)
$ 3,226,062 $ 3,040,810 $ 3,259,809
June 30, 2026 June 30, 2025
(in thousands)
Assets:
Specialty Technology Solutions $ 1,709,222 $ 1,564,119
Intelisys & Advisory 223,207 221,487
$ 1,932,429 $ 1,785,606
Property and equipment, net by Geography Category:
United States $ 14,398 $ 15,047
Brazil 20,458 16,122
$ 34,856 $ 31,169
(17) Accumulated Other Comprehensive Income
The components of accumulated other comprehensive loss, net of tax, are as follows:
Fiscal Years Ended June 30,
2026 2025 2024
(in thousands)
Foreign currency translation adjustment $ (107,531) $ (114,934) $ (117,885)
Unrealized gain on hedged transaction, net of tax 179 510 2,032
Accumulated other comprehensive loss $ (107,352) $ (114,424) $ (115,853)
The tax effect of amounts in comprehensive loss reflect a tax expense or benefit as follows:
Fiscal years ended June 30,
2026 2025 2024
(in thousands)
Tax (benefit) expense $ (243) $ (456) $ (484)
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
(18) Business Acquisitions
On August 8, 2024, ScanSource acquired substantially all of the assets of Resourcive, a leading technology advisor, through its subsidiary ScanSource Agency, Inc. Resourcive delivers strategic IT sourcing solutions to mid-market and enterprise businesses. On August 15, 2024, ScanSource acquired, through its subsidiary Advantix ScanSource, LLC, substantially all of the assets of Advantix, a managed connectivity experience provider specializing in wireless enablement solutions. The combined initial purchase price of these acquisitions, net of cash acquired, was approximately $56.7 million. The Advantix acquisition is included in the Specialty Technology Solutions segment, and the Resourcive acquisition is included in the Intelisys & Advisory segment. The purchase prices were allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction dates.
On October 20, 2025, ScanSource completed the acquisition of DataXoom, a connectivity provider dedicated to supporting purpose-built mobile deployments across our current supplier line card and beyond. The initial cash purchase price totaled $18.4 million. During the fiscal year, the Company received $0.1 million due to working capital adjustments in accordance with the share purchase agreement. In addition, the initial contingent consideration is valued at $9.4 million. DataXoom complements our Advantix investment and is included in the Specialty Technology Solutions segment. The allocation of the purchase price to the assets and liabilities acquired, including measuring the value of certain tax liabilities have not been concluded as of the reporting date.
All acquisitions include future earnout payments, and the Company recorded contingent consideration liabilities at the acquisition dates representing the fair value of estimated amounts payable to sellers. See Note 10 - Fair Value of Financial Instruments for the related disclosures regarding the contingent consideration liabilities recognized in connection with these acquisitions.
Intangible assets acquired include trade names, customer relationships, and developed technology. See Note 7 - Goodwill and Other Identifiable Intangible Assets for the amounts of goodwill and intangible assets recognized in connection with these acquisitions. Goodwill acquired through the Resourcive and Advantix acquisitions is deductible for tax purposes based on the asset purchase agreements executed. Goodwill acquired through the DataXoom acquisition is non-deductible for tax purposes based on the stock purchase agreement executed. The impact of these acquisitions was not material to the consolidated financial statements.
The Company continues to evaluate acquisitions on an on-going basis and has recognized $1.2 million and $1.0 million in acquisition costs for the fiscal years ended June 30, 2026 and 2025, respectively. Acquisition-related costs are included in selling, general and administrative expenses on the Consolidated Income Statements.
(19) Business Sale
On December 19, 2023, the Company completed the sale of its UK-based intY business. 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. The Company received an additional $2.6 million related to the sale for cash released from escrow in fiscal year 2025.
(20) Restructuring
As part of a strategic review of organizational structure and operations, the Company executed cost reduction and restructuring programs in fiscal years ended June 30, 2026, 2025 and 2024. The actions taken in June 2026 are expected to result in approximately $7.0 million in annualized savings to selling, general and administrative expenses.
The following table presents the restructuring and employee separation costs incurred for the fiscal years ended June 30, 2026, 2025 and 2024:
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Notes to Consolidated Financial Statements—(Continued)
June 30, 2026
Fiscal years ended June 30,
2026 2025 2024
(in thousands)
Employee separation and benefit costs $ 1,766 $ 5,381 $ 4,358
For the fiscal years ended June 30, 2026, 2025 and 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 Consolidated Balance Sheets. The following table represents activity for the fiscal years ended June 30, 2026 and 2025:
Accrued Expenses
(in thousands)
Balance at June 30, 2024 $ 1,629
Charged to expense 5,381
Cash payments (6,455)
Balance at June 30, 2025 $ 555
Charged to expense 1,766
Cash payments (751)
Balance at June 30, 2026 $ 1,570
The remaining balance as of June 30, 2026 of $1.6 million is expected to be paid through the fourth quarter of fiscal year 2028.
(20) Subsequent Events
On August 20, 2026, the Company announced an agreement to acquire MicroAge, a leading IT solutions integrator, managed services provider (MSP), and digital transformation partner, helping businesses design, implement, secure, manage, and optimize their IT environments. The acquisition is expected to add higher-margin technology solutions capabilities and expand ScanSource’s reach across strategic growth markets, including cloud, cybersecurity, data center and AI. MicroAge serves a diversified U.S. client base of approximately 2,400 clients and has more than 200 employees. Under the agreement, ScanSource will acquire MicroAge in an all-cash transaction for a purchase price of $220.5 million, payable at closing. ScanSource expects to fund the acquisition through borrowings under its existing credit facility. The transaction is expected to close in the quarter ending September 30, 2026, subject to regulatory approval and other customary closing conditions.
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