UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended September 30, 2024
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number: 000-26926
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| | ScanSource, Inc. | | |
| (Exact name of registrant as specified in its charter) | |
| | | | |
| South Carolina | | 57-0965380 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | |
| 6 Logue Court | | 29615 |
| Greenville, South Carolina | | (Zip Code) |
| (Address of principal executive offices) | | | |
(864) 288-2432
(Registrant's telephone number, including area code)
_______________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, no par value | | SCSC | | NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act:
None.
_______________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☒ | | Smaller reporting company | ☐ | |
| Accelerated filer | ☐
| | Emerging growth company | ☐ | |
| Non-accelerated filer | ☐
| | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | | | | | | | |
| Class | | Outstanding at November 4, 2024 |
| Common Stock, no par value per share | | 23,818,150 shares |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q of ScanSource, Inc. for the quarter ended September 30, 2024, originally filed on November 7, 2024 (the “Original Filing”), is being filed solely to correct an error in the number of common shares outstanding as of November 4, 2024 shown on the cover page. The correct number of common shares outstanding as of November 4, 2024 is 23,818,150, as indicated on the cover page of this Amendment.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as described above, no other changes have been made to the Original Filing, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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Exhibit
Number | Description |
| |
| 31.1(a) | |
| |
| 31.2(a) | |
| |
| 101 | Interactive Data File in Inline XBRL (eXtensible Business Reporting Language): The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
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| 104 | Cover page Inline XBRL File (Included in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | ScanSource, Inc. |
| | |
| Date: | November 7, 2024 | /s/ MICHAEL L. BAUR |
| | Michael L. Baur |
| | Chair and Chief Executive Officer
(Principal Executive Officer) |
| | | | | | | | |
| Date: | November 7, 2024 | /s/ STEVE JONES |
| | Steve Jones |
| | Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| | | | | | | | |
| Date: | November 7, 2024 | /s/ BRANDY FORD |
| | Brandy Ford |
| | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
