SEC Form 10-Q filed by Insight Enterprises Inc.
$NSIT
Catalog/Specialty Distribution
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended: June 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______ to _______
Commission File Number: 0-25092
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(Address of principal executive offices) (Zip Code)
(480 ) 333-3000
(Registrant’s telephone number, including area code)
__________________________________________________________________
Not Applicable
_________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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.
No o | |||||
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).
No o | |||||
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.
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o | |||||
The number of shares outstanding of the issuer’s common stock as of July 25, 2025 was 31,470,776 .
INSIGHT ENTERPRISES, INC.
QUARTERLY REPORT ON FORM 10-Q
Three Months Ended June 30, 2025
TABLE OF CONTENTS
| Page | ||||||||
INSIGHT ENTERPRISES, INC.
FORWARD-LOOKING INFORMATION
References to "the Company," “Insight,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise. Certain statements in this Quarterly Report on Form 10-Q, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include: projections of, and matters that affect, net sales, gross profit, gross margin, operating expenses, earnings from operations, non-operating income and expenses, net earnings or cash flows, cash needs and the payment of accrued expenses and liabilities; our expectations regarding supply constraints, our expectations regarding certain trends for our business and that gross margin expansion could continue into future periods as we focus on selling solutions and increasing our services net sales; our expectation that transformation costs are not expected to recur in the longer term; the expected effects of seasonality on our business, including as a result of recent acquisitions; expectations of further consolidation and trends in the Information Technology (“IT”) industry; our business strategy and our strategic initiatives, including our efforts to grow our core business in the current environment, develop and grow our global cloud business and build scalable solutions; expectations regarding the impact of partner incentives and changes to partner incentive programs, including our belief that we may not experience significant growth in cloud gross profit in 2025 compared to 2024 as a result of certain partner program changes; our expectations about future benefits of our acquisitions and our plans related thereto, including potential expansion into wider regions; the increasing demand for big data solutions; the availability of competitive sources of products for our purchase and resale; our intentions concerning the payment of dividends; our acquisition strategy and our expectation that we will incur additional acquisition and integration related expenses in executing such strategy; our expectations regarding the impact of inflation, including our expectation that while interest rates will decrease, our anticipation that higher than historical interest rates will continue throughout most of 2025, and our ability to offset the effects of inflation and manage any increase in interest rates; the effects of tariffs and trade policies; projections of capital expenditures; our plans to continue to evolve our IT systems; our expectation that our gross margins will improve as our mix of services and solutions increase; plans relating to share repurchases; our liquidity and the sufficiency of our capital resources, the availability of financing and our needs or plans relating thereto; the effects of new accounting principles and expected dates of adoption; the effect of indemnification obligations; projections about the outcome of ongoing tax audits; our expectations regarding future tax rates and the impact of domestic and global tax legislation, including our expectation that our effective tax rate will return to more typical levels in the foreseeable future; adequate provisions for and our positions and strategies with respect to ongoing and threatened litigation and expected outcomes; our ability to expand our client relationships; our expectations that pricing pressures in the IT industry will continue; our intention to use cash generated in the remainder of 2025 in excess of working capital needs to pay down our ABL facility (as defined in this report) and inventory financing facilities, and for strategic acquisitions; our belief that our office facilities are adequate and that we will be able to extend our current leases or locate substitute facilities on satisfactory terms; our belief that we have adequate provisions for losses; our expectation that we will not incur interest payments under our inventory financing facilities; our expectations that future income will be sufficient to fully recover deferred tax assets; our exposure to off-balance sheet arrangements; statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements are identified by such words as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will,” “may” and variations of such words and similar expressions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but are not limited to, the following, which are discussed in “Risk Factors” in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and in "Risk Factors" in Part II, Item 1A of this report:
•actions of our competitors, including manufacturers and publishers of products we sell;
•our reliance on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made available and in the requirements year over year;
•our ability to keep pace with rapidly evolving technological advances including generative artificial intelligence and the evolving competitive marketplace;
•general economic conditions, economic uncertainties and changes in geopolitical conditions, including the possibility of a recession or a decline in market activity;
•changes in the IT industry and/or rapid changes in technology;
•our ability to provide high quality services to our clients;
•our reliance on independent shipping companies;
•the risks associated with our international operations;
•supply constraints for products;
•natural disasters or other adverse occurrences, including public health issues such as pandemics or epidemics;
•disruptions in our IT systems and voice and data networks;
•cyberattacks, outages, or third-party breaches of data privacy as well as related breaches of government regulations;
•intellectual property infringement claims and challenges to our copyrights, patents, trademarks and trade names;
INSIGHT ENTERPRISES, INC.
•potential liability and competitive risk based on the development, adoption, and use of Generative Artificial Intelligence ("Gen AI");
•legal proceedings, client audits and failure to comply with laws and regulations;
•risks of termination, delays in payment, audits and investigations related to our public sector contracts;
•exposure to changes in, interpretations of, or enforcement trends related to tax rules and regulations;
•our potential to draw down a substantial amount of indebtedness;
•increased debt and interest expense and the possibility of decreased availability of funds under our financing facilities;
•possible significant fluctuations in our future operating results as well as seasonality and variability in client demands;
•potential contractual disputes or collection matters with our clients and third-party suppliers;
•our dependence on certain key personnel and our ability to attract, train and retain skilled teammates;
•risks associated with the integration and operation of acquired businesses, including achievement of expected synergies and benefits; and
•future sales of the Company’s common stock or equity-linked securities in the public market could lower the market price for our common stock.
Additionally, there may be other risks described from time to time in the reports that we file with the Securities and Exchange Commission (the “SEC”). Any forward-looking statements in this report are made as of the date of this filing and should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. We assume no obligation to update, and, except as may be required by law, do not intend to update, any forward-looking statements. We do not endorse any projections regarding future performance that may be made by third parties.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INSIGHT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
| Contract assets, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Long-term contract assets, net | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Goodwill | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Long-term accounts receivable | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable—trade | $ | $ | |||||||||
| Accounts payable—inventory financing facilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term accounts payable | |||||||||||
| Other liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss – foreign currency translation adjustments | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| $ | $ | ||||||||||
See accompanying notes to consolidated financial statements.
1
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Costs of goods sold: | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total costs of goods sold | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling and administrative expenses | |||||||||||||||||||||||
| Severance and restructuring expenses, net | |||||||||||||||||||||||
| Acquisition and integration related expenses | |||||||||||||||||||||||
| Earnings from operations | |||||||||||||||||||||||
| Non-operating expense (income): | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense (income), net | ( | ( | |||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Shares used in per share calculations: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
2
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive gain (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
3
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Excise tax on stock repurchases | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Settlement upon exercise of Warrants | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Excise tax on stock repurchases | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon conversion of Convertible Notes | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares received from convertible note hedge upon conversion of Convertible Notes | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Excise tax on stock repurchases | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Settlement upon exercise of Warrants | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon conversion of Notes | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares received from convertible note hedge upon conversion of convertible notes | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury stock | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Excise tax on stock repurchases | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
4
INSIGHT ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for losses on accounts receivable | |||||||||||
| Provision for losses on contract assets | |||||||||||
| Non-cash stock-based compensation | |||||||||||
| Net change on revaluation of earnout liabilities | ( | ||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Net loss on revaluation of warrant settlement liabilities | |||||||||||
Impairment loss on long lived real estate asset | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Other adjustments | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Increase in accounts receivable | ( | ( | |||||||||
| (Increase) decrease in inventories | ( | ||||||||||
| Decrease in contract assets | |||||||||||
| Decrease (increase) in long-term accounts receivable | ( | ||||||||||
| Increase in other assets | ( | ( | |||||||||
| Increase in accounts payable | |||||||||||
| (Decrease) increase in long-term accounts payable | ( | ||||||||||
| Decrease in accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash (used in) provided by operating activities: | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of assets | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Acquisitions, net of cash and cash equivalents acquired | ( | ||||||||||
| Net cash used in investing activities: | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings on ABL revolving credit facility | |||||||||||
| Repayments on ABL revolving credit facility | ( | ( | |||||||||
| Warrants settlement | ( | ||||||||||
| Repayment of principal on the Convertible Notes | ( | ( | |||||||||
| Net borrowings (repayments) under inventory financing facilities | ( | ||||||||||
| Proceeds from issuance of senior unsecured notes | |||||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Earnout and acquisition related payments | ( | ||||||||||
| Other payments | ( | ( | |||||||||
| Net cash provided by (used in) financing activities: | ( | ||||||||||
| Foreign currency exchange effect on cash, cash equivalents and restricted cash balances | ( | ||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
5
1. Basis of Presentation and Recently Issued Accounting Standards
We help our clients accelerate their digital journey to modernize their businesses and maximize the value of technology. We serve these clients in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked solutions integrator, we enable secure, end-to-end digital transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 37 years of broad IT expertise. We amplify our solutions and services with global scale, local expertise and our e-commerce experience, enabling our clients to realize their digital ambitions in multiple ways. Our company is organized in the following three operating segments, which are primarily defined by their related geographies:
| Operating Segment | Geography | |||||||
| North America | United States and Canada | |||||||
| EMEA | Europe, Middle East and Africa | |||||||
| APAC | Asia-Pacific | |||||||
Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of June 30, 2025 and our results of operations for the three and six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30, 2025 and 2024. The consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated balance sheet at such date. The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with the rules and regulations promulgated by the SEC and consequently do not include all of the disclosures normally required by United States generally accepted accounting principles (“GAAP”).
The results of operations for interim periods are not necessarily indicative of results for the full year, due in part to the seasonal nature of our business. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the related notes thereto, in our Annual Report on Form 10-K for the year ended December 31, 2024.
The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs, assumptions related to stock-based compensation valuation, allowances for doubtful accounts and contract assets, valuation of inventories, valuation of acquired intangible assets, litigation-related obligations, valuation allowances for deferred tax assets and impairment of long-lived assets, including purchased intangibles and goodwill, if indicators of potential impairment exist.
Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)". The standard requires public business entities to disclose
6
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
detailed information about specific types of expenses that are relevant to certain line items on the income statement. The guidance is effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements can be applied prospectively with the option for retrospective application, and early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
In December 2023, the FASB issued Accounting Standard Update ASU No. 2023-09, "Income Taxes (Topic 740)". The standard requires reporting entities to provide disaggregated information on their effective tax rate reconciliation and income taxes paid. The standard is intended to aid business leaders and investors to make more informed investment decisions. The guidance is effective for annual periods beginning after December 15, 2024 and can be applied prospectively, with an option for retrospective application, and early adoption is allowed. We did not early adopt this guidance. The updated guidance is not expected to have a material effect on the Company's consolidated financial statements or disclosures.
Recently Adopted Accounting Standards
7
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
2. Receivables, Contract Liabilities and Performance Obligations
Contract Balances
The following table provides information about receivables and contract liabilities as of June 30, 2025 and December 31, 2024 (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Current receivables, which are included in “Accounts receivable, net” | $ | $ | |||||||||
| Contract assets, net | |||||||||||
| Long-term accounts receivable | |||||||||||
| Long-term contract assets, net | |||||||||||
| Contract liabilities, which are included in “Accrued expenses and other current liabilities” and “Other liabilities” | |||||||||||
Significant changes in the gross contract assets balances during the six months ended June 30, 2025 are as follows (in thousands):
| Contract Assets | ||||||||
| Balances at December 31, 2024 | $ | |||||||
| Reclassification of beginning contract assets to receivables, as a result of rights to consideration becoming unconditional | ( | |||||||
| Contract assets recognized, net of reclassification to receivables | ||||||||
| Balances at June 30, 2025 | $ | |||||||
Contract assets consist of amounts the Company is entitled to for the resale of third-party consumption-based services, prior to payment becoming unconditional. In these transactions, the Company invoices clients for the gross amount of consideration it is responsible to collect, including amounts ultimately passed on to the third-party service providers. As of June 30, 2025, contract assets, net of allowances, were $128,781,000 .
Gross contract assets by our internal risk ratings as of June 30, 2025 are summarized as follows (in thousands):
| Contract Assets | |||||
| Low risk | $ | ||||
| Moderate risk | |||||
| High risk | |||||
| Total contract assets | $ | ||||
8
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
Changes in the contract liabilities balances during the six months ended June 30, 2025 are as follows (in thousands):
| Contract Liabilities | |||||
Balances at December 31, 2024 | $ | ||||
| Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied | ( | ||||
| Cash received in advance and not recognized as revenue | |||||
Balances at June 30, 2025 | $ | ||||
During the six months ended June 30, 2024, the Company recognized revenue of $55,476,000 related to its contract liabilities.
Transaction price allocated to the remaining performance obligations
The following table includes estimated net sales related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2025 that are expected to be recognized in the future (in thousands):
| Services | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 and thereafter | |||||
| Total remaining performance obligations | $ | ||||
3. Assets Held for Sale
9
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
4. Net Earnings Per Share
Basic earnings per share ("EPS") is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock units (“RSUs”) and certain shares underlying our previously outstanding 0.75 % Convertible Senior Notes due 2025 (the "Convertible Notes") and the warrants (the "Warrants") relating to the Call Spread Transactions (as defined in Note 4), as applicable. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares used to compute basic EPS | |||||||||||||||||||||||
| Dilutive potential common shares due to dilutive RSUs, net of tax effect | |||||||||||||||||||||||
| Dilutive potential common shares due to the Convertible Notes | |||||||||||||||||||||||
| Dilutive potential common shares due to the Warrants | |||||||||||||||||||||||
| Weighted average shares used to compute diluted EPS | |||||||||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
1
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
5. Debt, Inventory Financing Facilities, Finance Leases and Other Financing Obligations
Debt
Our long-term debt consists of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| ABL revolving credit facility | $ | $ | |||||||||
| Senior unsecured notes due 2032 | |||||||||||
| Convertible senior notes due 2025 | |||||||||||
| Other financing obligations | |||||||||||
| Total | |||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
On June 16, 2025, we entered into the Fifth Amendment to the Credit Agreement (as amended, the "credit agreement") to modify our senior secured revolving credit facility (the “ABL facility”). The amendment, among other things, includes revisions to remove the credit adjustment spread and clarifications regarding the disposition of accounts. Our maximum borrowing amount under the ABL facility is $1,800,000,000 , including a maximum borrowing capacity that could be used for borrowing in certain foreign subsidiaries of $350,000,000 . From time to time and at our option, we may request to increase the aggregate amount available for borrowing under the ABL facility by up to an aggregate of the U.S. dollar equivalent of $750,000,000 , subject to customary conditions, including receipt of commitments from lenders. The ABL facility is guaranteed by certain of our material subsidiaries and is secured by a lien on certain of our assets and certain of each other borrower’s and each guarantor’s assets. The ABL facility provides for an uncommitted first-in, last-out revolving facility in an aggregate amount of up to $100,000,000 . The interest rates applicable to borrowings under the ABL facility are based on the average aggregate excess availability under the ABL facility as set forth on a pricing grid in the credit agreement. The ABL facility matures on July 22, 2027. As of June 30, 2025, eligible accounts receivable and inventory permitted availability to the full $1,800,000,000 facility amount, of which $832,442,000 was outstanding.
The ABL facility contains customary affirmative and negative covenants and events of default. If a default occurs (subject to customary grace periods and materiality thresholds) under the credit agreement, certain actions may be taken, including, but not limited to, possible termination of commitments and required payment of all outstanding principal amounts plus accrued interest and fees payable under the credit agreement. As of June 30, 2025, no such events have occurred.
Senior Unsecured Notes due 2032
On May 20, 2024, we issued $500,000,000 aggregate principal amount of 6.625 % Senior Notes due 2032 (the "Senior Notes") that mature on May 15, 2032. The Senior Notes are senior unsecured obligations of the Company and guaranteed by each of the Company's existing and future direct and indirect U.S. subsidiaries that is or becomes a guarantor or borrower under the ABL facility, subject to certain exceptions. The net proceeds from the offering were used to repay a portion of the outstanding borrowings under the ABL facility. The Senior Notes were issued pursuant to an indenture (the "Senior Notes Indenture") containing certain covenants that limit the Company's ability to, subject to certain exceptions, create, incur, or assume liens to secure debt, among other things. The Senior Notes bear interest at an annual rate of 6.625 % payable semiannually, in arrears, on May 15th and November 15th of each year beginning on November 15, 2024.
The Company may redeem the Senior Notes prior to May 15, 2027, with an amount equal to the net cash proceeds received by the Company from certain equity offerings at a redemption price equal to 106.625 % of the principal amount of such notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40 % of the aggregate principal
2
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
amount of the Senior Notes. The Senior Notes are subject to redemption at specified prices on or after May 15, 2027 plus accrued and unpaid interest, if any, on such notes redeemed, to, but excluding, the applicable redemption date. In addition, at any time prior to May 15, 2027, the Company may, on one or more occasions, redeem the Senior Notes in whole or in part, at its option, upon notice, at a redemption price equal to 100 % of the principal amount of such notes plus a “make-whole” premium as specified in the Senior Notes Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.
If the Company experiences certain change of control events, together with a ratings decline, as described in the Senior Notes Indenture, the Company will be required to make an offer to repurchase some or all of the Senior Notes at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Senior Notes are subject to certain customary events of default and acceleration clauses. As of June 30, 2025, no such events have occurred.
The Senior Notes consist of the following balances reported within the consolidated balance sheets (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Liability: | |||||||||||
| Principal | $ | $ | |||||||||
| Less: debt issuance costs, net of accumulated amortization | ( | ( | |||||||||
| Net carrying amount | $ | $ | |||||||||
Convertible Senior Notes due 2025
In August 2019, we issued $350,000,000 aggregate principal amount of the Convertible Notes that matured on February 15, 2025. The Convertible Notes bore interest at an annual rate of 0.75 % payable semiannually, in arrears, on February 15th and August 15th of each year. The Convertible Notes were general unsecured obligations of Insight and were guaranteed on a senior unsecured basis by Insight Direct USA, Inc., a wholly owned subsidiary of Insight.
Upon maturity, the significant majority of Convertible Note holders elected to convert their notes. As a result, the aggregate principal amount of $333,091,000 was settled in cash with the additional amounts due as a result of conversion being settled in shares of our common stock. The conversion rate was 14.6376 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to the initial conversion price of approximately $68.32 per share of common stock). We issued 2,832,627 shares upon conversion.
The Convertible Notes consist of the following balances reported within the consolidated balance sheets (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Liability: | |||||||||||
| Principal | $ | $ | |||||||||
| Less: debt issuance costs, net of accumulated amortization | ( | ||||||||||
| Net carrying amount | $ | $ | |||||||||
The effective interest rate on the principal of the Convertible Notes was 0.75 %. Interest expense resulting from the Convertible Notes reported within the consolidated statement of operations for the three and six months ended June 30, 2025 and 2024 is made up of contractual coupon interest and amortization of debt issuance costs. Due to the maturity of the Convertible Notes in February 2025, no interest expense was incurred for the three months ended June 30, 2025.
3
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
Convertible Note Hedge and Warrant Transaction
In connection and concurrent with the issuance of the Convertible Notes, we entered into certain convertible note hedge and warrant transactions (the "Call Spread Transactions") with respect to the Company’s common stock.
The convertible note hedge consisted of an option to purchase up to 5,123,160 common stock shares at a price of $68.32 per share. On February 15, 2025, we executed the convertible note hedge upon the conversion of the Convertible Notes discussed above. Upon execution, we received 2,833,276 shares of common stock, which we used to meet our obligation under the Convertible Notes to issue shares of common stock upon conversion.
Additionally, we sold Warrants to purchase 5,123,160 shares of common stock at a price of $103.12 per share as part of the Call Spread Transactions. The Warrants expired on May 15, 2025 and could only have been exercised at maturity. The Company received aggregate proceeds of approximately $34,440,000 in 2019 for the sale of the Warrants.
On January 6, 2025, we entered into an agreement to settle 2,049,264 of the total 5,123,160 Warrants. These Warrants were settled entirely in cash for $138,892,000 on February 27, 2025. We recorded a liability of approximately $112,590,000 to accrued expenses and other current liabilities upon execution of the agreement. The change in the fair value of the settlement liability through the settlement date of $26,301,000 was recognized in net income.
On February 25, 2025, we entered into an agreement to settle an additional 1,536,948 of the remaining Warrants. These Warrants were settled entirely in cash for $83,072,000 on April 2, 2025. We recorded a liability of approximately $84,304,000 to accrued expenses and other current liabilities upon execution of the agreement. The change in the fair value of the settlement liability through the settlement date of $1,233,000 was recognized in net income.
During the three months ended June 30, 2025, we settled approximately 297,000 of the remaining Warrants in shares. As of June 30, 2025, 1,239,825 Warrants remained outstanding and will be settled in shares over the second half of 2025.
The Call Spread Transactions had no effect on the terms of the Convertible Notes and reduced potential dilution by effectively increasing the initial conversion price of the Convertible Notes to $103.12 per share of the Company’s common stock.
Inventory Financing Facilities
We have maximum availability under our unsecured inventory financing facility with MUFG Bank Ltd (“MUFG”) of $280,000,000 . We have maximum availability under our unsecured inventory financing facility with PNC Bank, N.A. (“PNC”) of $375,000,000 , including a $25,000,000 facility in Canada (the "Canada facility"). We also have maximum availability under our unsecured inventory financing facility with Wells Fargo in EMEA (the "EMEA facility") of $50,000,000 . As of June 30, 2025, our combined inventory financing facilities had a total maximum capacity of $705,000,000 , of which $220,791,000 was outstanding.
4
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
6. Income Taxes
Our effective tax rates for the three and six months ended June 30, 2025 were 26.9 % and 34.5 %, respectively. Our effective tax rate for the three months ended June 30, 2025 was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes and higher taxes on earnings in foreign jurisdictions, partially offset by tax benefits related to research and development activities. Our effective tax rate for the six months ended June 30, 2025 was higher than the United States federal statutory rate of 21.0% due primarily to the non-deductibility of losses related to the warrant fair value adjustments and the revaluation of earnout liabilities. These increases were partially offset by the reduction in the valuation allowance related to our foreign tax credit carryforward.
Our effective tax rates for the three and six months ended June 30, 2024 were 25.5 % and 24.8 %, respectively. Our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes and higher taxes on earnings in foreign jurisdictions, partially offset by excess tax benefits on the settlement of employee share-based compensation, tax benefits related to research and development activities, and tax benefits related to the revaluation of certain acquisition earnout liabilities.
As of June 30, 2025 and December 31, 2024, we had approximately $11,872,000 and $11,060,000 , respectively, of unrecognized tax benefits. Of these amounts, approximately $1,534,000 and $1,449,000 , respectively, related to accrued interest. In the future, if recognized, the remaining liability associated with uncertain tax positions could affect our effective tax rate. We do not believe there will be changes to our unrecognized tax benefits over the next 12 months that would have a material effect on our effective tax rate.
We are currently under audit in various jurisdictions for tax years 2017 through 2022. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months, which could increase or decrease the balance of our gross unrecognized tax benefits. However, based on the status of the various examinations in multiple jurisdictions, an estimate of the range of reasonably possible outcomes cannot be made at this time, but the estimated effect on our income tax expense and net earnings is not expected to be significant.
7. Share Repurchase Program
On September 11, 2024, we announced that our Board of Directors authorized the repurchase of up to $300,000,000 of our common stock, in addition to any amount that remained from prior authorizations. As of June 30, 2025, approximately $223,883,000 remained available for repurchases under our share repurchase plan. Our share repurchases may be made on the open market, subject to Rule 10b-18 or in privately negotiated transactions, through block trades, through 10b5-1 plans or otherwise, at management’s discretion. The number of shares purchased and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares.
During the three months ended June 30, 2025, we repurchased 600,000 shares of our common stock in a private transaction from ValueAct Capital, an affiliate, at a total cost of $76,118,000 (an average price of $126.86 per share, representing a negotiated 3.95 % discount from the closing price of our common stock the day prior to the transaction). During the three months ended June 30, 2024, we did no t repurchase any shares of our common stock.
During the six months ended June 30, 2025, we repurchased 600,000 shares of our common stock in a private transaction from ValueAct Capital, an affiliate, at a total cost of $76,118,000 (an average price of $126.86 per share, representing a negotiated 3.95 % discount from the closing price of our common stock the day prior to the transaction). During the six months ended June 30, 2024, we repurchased 187,357 shares of our common stock on the open market at a total cost of $35,000,000 (an average price of $186.81 per share). All shares repurchased during the six months ended June 30, 2025 and 2024 were retired.
5
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
8. Commitments and Contingencies
Contractual
In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of June 30, 2025, we had approximately $37,143,000 of performance bonds outstanding. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse the surety company.
Management believes that payments, if any, related to these performance bonds are not probable at June 30, 2025. Accordingly, we have not accrued any liabilities related to such performance bonds in our consolidated financial statements.
The Company has a minimum required purchase commitment of approximately $100,467,000 pursuant to an agreement primarily related to cloud services. The total purchase commitment is required to be met or exceeded during a 5 -year period, starting October 1, 2023 through September 30, 2028. At June 30, 2025, we had a remaining purchase commitment of $67,468,000 . If total purchases do not meet the required commitment by September 30, 2028, the shortfall must be prepaid by the Company and can be used for further purchases through September 30, 2029.
The Company has a minimum required purchase commitment of approximately $40,000,000 pursuant to an agreement primarily related to software as a service. The total purchase commitment is required to be met during a 4 -year period, starting November 30, 2022 through November 29, 2026. If total purchases do not meet the required commitment by November 29, 2026, the Company can extend the term of the commitment through November 29, 2027. During this extended period, any credit balance will remain available for payment against the usage of the subscribed products. At June 30, 2025 we had a remaining purchase commitment of $13,071,000 .
The Company has recorded a contingent liability of approximately $24,592,000 payable to a partner to settle various contractual commitments to resell a minimum amount of cloud services to clients.
Employment Contracts and Severance Plans
We have employment contracts with, and severance plans covering, certain officers and management teammates under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested RSUs would accelerate following a change in control. If severance payments under the current employment agreements or plan payments were to become payable, the severance payments would generally range from to twenty-four months of salary.
Indemnifications
From time to time, in the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses arising from defined events, which may include litigation or claims relating to past performance. These arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification of the lenders that provide our credit facilities for certain claims arising from their extension of credit to us. Such indemnification obligations may not be subject to maximum loss clauses.
Management believes that payments, if any, related to these indemnifications are not probable at June 30, 2025. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.
6
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
We have entered into separate indemnification agreements with certain of our executive officers and with each of our directors. These agreements require us, among other requirements, to indemnify such officers and directors against expenses (including attorneys’ fees), judgments and settlements incurred by such individual in connection with any action arising out of such individual’s status or service as our executive officer or director (subject to exceptions such as where the individual failed to act in good faith or in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Company) and to advance expenses incurred by such individual with respect to which such individual may be entitled to indemnification by us. There are no pending legal proceedings that involve the indemnification of any of the Company’s directors or officers.
Contingencies Related to Third-Party Review
From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various governmental, client and partner audits. We continually assess whether or not such claims have merit and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities in our consolidated financial statements. Such estimates are subject to change and may affect our results of operations and our cash flows.
Legal Proceedings
From time to time, we are party to various legal proceedings incidental to the business, including preference payment claims asserted in client bankruptcy proceedings, indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, employment claims, claims related to services provided, interruptions, or outages, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are required. If accruals are not required, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the work required pursuant to any legal proceedings or the resolution of any legal proceedings during such period. Legal expenses related to defense of any legal proceeding or the negotiations, settlements, rulings and advice of outside legal counsel in connection with any legal proceedings are expensed as incurred.
7
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
9. Segment Information
We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Our offerings in North America and certain countries in EMEA and APAC include IT hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.
In the following table, revenue is disaggregated by our reportable operating segments, which are primarily defined by their related geographies, as well as by major product offering, by major client group and by recognition on either a gross basis as a principal in the arrangement, or on a net basis as an agent, for the three and six months ended June 30, 2025 and 2024 (in thousands):
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Major Offerings | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Major Client Groups | |||||||||||||||||||||||
| Large Enterprise / Corporate | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Public Sector | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Revenue Recognition based on acting as Principal or Agent in the Transaction | |||||||||||||||||||||||
| Gross revenue recognition (Principal) | $ | $ | $ | $ | |||||||||||||||||||
| Net revenue recognition (Agent) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
8
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Major Offerings | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Major Client Groups | |||||||||||||||||||||||
| Large Enterprise / Corporate | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Public Sector | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Revenue Recognition based on acting as Principal or Agent in the Transaction | |||||||||||||||||||||||
| Gross revenue recognition (Principal) | $ | $ | $ | $ | |||||||||||||||||||
| Net revenue recognition (Agent) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Major Offerings | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Major Client Groups | |||||||||||||||||||||||
| Large Enterprise / Corporate | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Public Sector | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Revenue Recognition based on acting as Principal or Agent in the Transaction | |||||||||||||||||||||||
| Gross revenue recognition (Principal) | $ | $ | $ | $ | |||||||||||||||||||
| Net revenue recognition (Agent) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
9
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Major Offerings | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Major Client Groups | |||||||||||||||||||||||
| Large Enterprise / Corporate | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Public Sector | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Revenue Recognition based on acting as Principal or Agent in the Transaction | |||||||||||||||||||||||
| Gross revenue recognition (Principal) | $ | $ | $ | $ | |||||||||||||||||||
| Net revenue recognition (Agent) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The method for determining what information regarding operating segments, products and services, geographic areas of operation and major clients to report is based upon the “management approach,” or the way that management organizes the operating segments within a company, for which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. Our CODM is our Chief Executive Officer, Joyce Mullen.
All significant intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments or on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net sales for the three and six months ended June 30, 2025 or 2024.
A portion of our operating segments’ selling and administrative expenses arise from shared services and infrastructure that we have historically provided to them in order to realize economies of scale and to use resources efficiently. These expenses, collectively identified as corporate charges, include senior management expenses, internal audit, legal, tax, insurance services, treasury and other corporate infrastructure expenses. Charges are allocated to our operating segments, and the allocations have been determined on a basis that we considered to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments.
10
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
The following tables present our results of operations by reportable operating segment for the periods indicated (in thousands):
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Costs of goods sold: | |||||||||||||||||||||||
| Hardware | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total costs of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Significant selling and administrative expenses | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Adjusted earnings from operations | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Costs of goods sold: | |||||||||||||||||||||||
| Hardware | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total costs of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Significant selling and administrative expenses | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Adjusted earnings from operations | $ | $ | $ | $ | |||||||||||||||||||
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INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Costs of goods sold: | |||||||||||||||||||||||
| Hardware | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total costs of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Significant selling and administrative expenses | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Adjusted earnings from operations | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| North America | EMEA | APAC | Consolidated | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Costs of goods sold: | |||||||||||||||||||||||
| Hardware | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total costs of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Significant selling and administrative expenses | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Adjusted earnings from operations | $ | $ | $ | $ | |||||||||||||||||||
Our CODM uses Adjusted earnings from operations when assessing the performance of and deciding how to allocate resources to the operating segments. For example, Adjusted earnings from operations is a basis for executive variable compensation. Significant selling and administrative expenses primarily reflect personnel costs, including teammate benefits. Our CODM uses an Adjusted measure of earnings from operations which excludes amortization of intangible assets, severance and restructuring expenses, acquisition and integration related expenses and certain other expenses. These other expenses include transformation costs, costs
12
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
associated with third-party data center outages, net of recoveries, revaluation of earnout liabilities and other non-significant expenses. Our CODM uses comparisons of actual Adjusted earnings from operations against budgets, forecasts and prior periods as a basis for assessing current period segment performance as well as for determining necessary resources to assign, including for determining necessary investments or reductions in resources.
The following is a summary of our total assets by reportable operating segment (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| North America | $ | $ | |||||||||
| EMEA | |||||||||||
| APAC | |||||||||||
| Corporate assets and intercompany eliminations, net | ( | ( | |||||||||
| Total assets | $ | $ | |||||||||
We recorded the following pre-tax amounts, by reportable operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Depreciation and amortization of property and equipment: | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| APAC | |||||||||||||||||||||||
| Amortization of intangible assets: | |||||||||||||||||||||||
| North America | |||||||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| APAC | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
10. Acquisition
Infocenter
Effective May 1, 2024, we acquired 100 percent of the issued and outstanding shares of Infocenter.io ("Infocenter") for a cash purchase price of $265,000,000 , net of cash and cash equivalents acquired of $5,103,000 , which is comprised of the initial purchase price of $269,477,000 paid in cash upon the acquisition and contractual adjustments to the purchase price of $626,000 paid in July 2024. The total purchase price of $289,200,000 also includes the estimated fair value of earn out payments of approximately $24,200,000 , which provide an incentive opportunity for the sellers of up to $106,250,000 , based on Infocenter achieving certain EBITDA performance through April 2026. Infocenter is a pure-play ServiceNow Elite Partner dedicated to automating business processes on the Now Platform®. We believe this acquisition enhances our Solutions Integrator offering framework to drive better business outcomes for our clients by enabling them to scale their multicloud environments with modern infrastructure, applications, and unified data and AI platforms.
13
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
The fair value of net assets acquired was approximately $98,084,000 , including approximately $123,900,000 of identifiable intangible assets, consisting primarily of customer relationships that will be amortized using the straight-line method over the estimated economic life of ten years . As these intangible assets are not tax deductible, we recognized a related deferred tax liability of approximately $31,832,000 . We finalized the purchase price allocation in relation to this acquisition in the second quarter of 2025, with no material changes to our preliminary estimates. Goodwill acquired approximated $191,116,000 , which was recorded in our North America operating segment.
We consolidated the results of operations for Infocenter within our North America operating segment since its acquisition on May 1, 2024. Our historical results would not have been materially affected by the acquisition of Infocenter and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our consolidated statement of operations.
We recognized a gain of $3,298,000 and a loss of $11,902,000 within selling and administrative expenses due to the changes in the estimated fair value of the earnout payments for the three and six months ended June 30, 2025, respectively. On July 1, 2025, we paid approximately $39,602,000 for Infocenter’s first earnout period.
14
INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)
11. Subsequent Event
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, enacting significant changes to U.S. federal tax law. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements. We do not expect the legislation to have a material impact on our effective tax rate.
15
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. We refer to our customers as “clients,” our suppliers as “partners” and our employees as “teammates.”
Quarterly Overview
Today, every business is a technology business. We help our clients accelerate their digital journey to modernize their businesses and maximize the value of technology. We serve these clients in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked solutions integrator, we enable secure, end-to-end digital transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 37 years of broad IT expertise. We amplify our solutions and services with global scale, local expertise and our e-commerce experience, enabling our clients to realize their digital ambitions in multiple ways. Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.
On a consolidated basis, for the three months ended June 30, 2025:
•Net sales of $2.1 billion decreased 3% compared to the three months ended June 30, 2024. The decrease in net sales reflects decreases in software and services net sales, partially offset by an increase in hardware net sales. Excluding the effects of fluctuating foreign currency exchange rates, net sales decreased 4% compared to the second quarter of 2024.
•Gross profit of $442.3 million decreased 2% compared to the three months ended June 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, gross profit decreased 3% compared to the second quarter of 2024. This decrease was attributable in part to partner program changes.
•Compared to the three months ended June 30, 2024, gross margin expanded approximately 10 basis points to 21.1% of net sales in the three months ended June 30, 2025. This expansion primarily reflects higher margin contributed by hardware net sales compared to the same period in the prior year.
•Earnings from operations decreased 34%, year to year, to $86.5 million in the second quarter of 2025 compared to $131.1 million in the second quarter of 2024. The decrease was primarily due to a decrease in gross profit in the current quarter, combined with an increase in selling and administrative expenses, including a $12.6 million loss on impairment of a real estate asset in the current year quarter and a $25.1 million gain on revaluation of earnout liabilities in the prior year quarter. Excluding the effects of fluctuating foreign currency exchange rates, earnings from operations decreased 34% year to year.
•Net earnings and diluted earnings per share were $46.9 million and $1.46, respectively, for the second quarter of 2025. This compares to net earnings of $87.4 million and diluted earnings per share of $2.27 for the second quarter of 2024. The decrease in net earnings was primarily due to a decrease in earnings from operations and an increase in interest expense, partially offset by a decrease in tax expense in the current year period. Diluted earnings per share decreased 36% year to year, and excluding the effects of fluctuating foreign currency exchange rates, also decreased 36% year to year.
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Throughout the “Quarterly Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit, selling and administrative expenses and earnings from operations on a consolidated basis and in North America, EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates, which are financial measures that are adjusted from our financial results prepared in accordance with the United States generally accepted accounting principles (“GAAP”). We believe providing this information excluding the effects of fluctuating foreign currency exchange rates provides valuable supplemental information to investors regarding our underlying business and results of operations, consistent with how we, including our management, evaluate our performance. In computing the changes in amounts and percentages, we compare the current period amount as translated into U.S. dollars under the applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period. The performance measures excluding the effects of fluctuating foreign currency exchange rates should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.
Details about segment results of operations can be found in Note 9 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, including the changes in certain key items in those consolidated financial statements from period to period and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our consolidated financial statements.
Supply Chain, Demand and Inflation Update
We believe inflation contributed to sustained high interest rates on all of our variable rate borrowing facilities in the first half of 2025 consistent with the prior year period. While these interest rates are expected to decrease, we continue to anticipate higher than historical rates throughout most of 2025. We are actively monitoring changes to the global macroeconomic environment, including those impacting our supply chain, demand for our products whether due to tariffs or otherwise and interest rates, and assessing the potential impacts these challenges may have on our current results, financial condition and liquidity. We are also mindful of the potential impact these conditions could have on our clients, partners and prospects in 2025 and beyond.
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with GAAP. For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
There have been no changes to the items disclosed as critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Results of Operations
The following table sets forth certain financial data as a percentage of net sales for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Costs of goods sold | 78.9 | 79.0 | 79.8 | 80.3 | |||||||||||||||||||
| Gross profit | 21.1 | 21.0 | 20.2 | 19.7 | |||||||||||||||||||
| Selling and administrative expenses | 16.8 | 14.7 | 16.5 | 14.4 | |||||||||||||||||||
| Severance and restructuring expenses, net and acquisition and integration related expenses | 0.2 | 0.2 | 0.2 | 0.2 | |||||||||||||||||||
| Earnings from operations | 4.1 | 6.1 | 3.5 | 5.1 | |||||||||||||||||||
| Non-operating expense, net | 1.0 | 0.7 | 1.5 | 0.6 | |||||||||||||||||||
| Earnings before income taxes | 3.1 | 5.4 | 2.0 | 4.5 | |||||||||||||||||||
| Income tax expense | 0.9 | 1.4 | 0.7 | 1.1 | |||||||||||||||||||
| Net earnings | 2.2 | % | 4.0 | % | 1.3 | % | 3.4 | % | |||||||||||||||
We generally experience some seasonal trends in our net sales. Software and certain cloud net sales are typically seasonally higher in our second and fourth quarters. Business clients, particularly larger enterprise businesses in the United States, tend to spend more, particularly on product, in our fourth quarter. Sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education markets are also often stronger in our second quarter. Sales to public sector clients in the United Kingdom are often stronger in our first quarter. These trends create overall variability in our consolidated results.
Our gross profit across the business and related to product versus services sales are, and will continue to be, impacted by partner incentives, which can and do change significantly in the amounts made available and the related product or services sales being incentivized by the partner. Incentives from our largest partners are significant and changes in the incentive requirements, which occur regularly, could impact our results of operations to the extent we are unable to effectively shift our focus and efficiently respond to them. For a discussion of risks associated with our reliance on partners, see “Risk Factors – Risks related to Our Business, Operations and Industry – We rely on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
available and the requirements year over year,” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Net Sales. Net sales of $2.1 billion for the three months ended June 30, 2025 decreased 3%, year to year, compared to the three months ended June 30, 2024, reflecting decreases in all of our operating segments. Net sales of $4.2 billion for the six months ended June 30, 2025 decreased 8%, year to year, compared to the six months ended June 30, 2024, also reflecting decreases in each of our operating segments.
Our net sales by operating segment were as follows for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| North America | $ | 1,684,304 | $ | 1,732,357 | (3) | % | $ | 3,384,947 | $ | 3,637,179 | (7) | % | |||||||||||||||||||||||
| EMEA | 348,614 | 368,873 | (5) | % | 691,442 | 781,714 | (12) | % | |||||||||||||||||||||||||||
| APAC | 58,564 | 60,432 | (3) | % | 118,649 | 122,254 | (3) | % | |||||||||||||||||||||||||||
| Consolidated | $ | 2,091,482 | $ | 2,161,662 | (3) | % | $ | 4,195,038 | $ | 4,541,147 | (8) | % | |||||||||||||||||||||||
Our net sales by offering category for North America for the three and six months ended June 30, 2025 and 2024 were as follows (dollars in thousands):
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | |||||||||||||||||||||||||||||||||||
| Sales Mix | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Hardware | $ | 1,073,904 | $ | 1,037,523 | 4 | % | $ | 2,080,198 | $ | 2,028,589 | 3 | % | ||||||||||||||||||||||||||
| Software | 300,708 | 365,209 | (18) | % | 697,441 | 960,449 | (27) | % | ||||||||||||||||||||||||||||||
| Services | 309,692 | 329,625 | (6) | % | 607,308 | 648,141 | (6) | % | ||||||||||||||||||||||||||||||
| $ | 1,684,304 | $ | 1,732,357 | (3) | % | $ | 3,384,947 | $ | 3,637,179 | (7) | % | |||||||||||||||||||||||||||
Net sales in North America decreased 3%, or $48.1 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, driven by decreases in software and services net sales, partially offset by an increase in hardware net sales. Software and services net sales decreased 18% and 6%, year to year, respectively. These decreases were partially offset by an increase in hardware net sales of 4%, year over year. The net changes for the three months ended June 30, 2025 were the result of the following:
•The decrease in software net sales was primarily due to changes in certain vendor relationships (shifting us from a principal to an agent role), as well as the continued migration of on-premise software to cloud solutions, in each case, reported net in services net sales.
•The decrease in services net sales was primarily due to a decrease in certain fees from cloud solution offerings. A decline in sales of Insight Delivered services from our organic business, partially offset by an increase in net sales from Infocenter, also contributed to the year to year decrease in services net sales. Our North America organic business excludes Infocenter, which we acquired on May 1, 2024.
•The increase in hardware net sales was primarily due to higher volume of sales to commercial clients due to higher demand. This reflects an increase in both devices and infrastructure net sales.
Net sales in North America decreased 7%, or $252.2 million, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, driven by decreases in software and services net sales. Software and services net sales decreased by 27% and 6%, respectively, year to year. These decreases
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
were partially offset by an increase in hardware net sales of 3%, year over year. The net changes for the six months ended June 30, 2025 were the result of the following:
•The decrease in software net sales was primarily due to changes in certain vendor relationships (shifting us from a principal to an agent role), a significant transaction in the first quarter of 2024 with no comparable transaction in the current period, as well as the continued migration of on-premise software to cloud solutions, in each case, reported net in services net sales.
•The decrease in services net sales was primarily due to a decrease in certain fees from cloud solution offerings as a result of partner program changes and a decline in sales of Insight Delivered services from our organic business. The decrease in Insight Delivered services from our organic business was partially offset by an increase in net sales from Infocenter. Our North America organic business excludes Infocenter, which we acquired on May 1, 2024.
•The increase in hardware net sales was primarily due to higher volume of sales to commercial clients due to higher demand. This was driven by an increase in device net sales.
Our net sales by offering category for EMEA for the three and six months ended June 30, 2025 and 2024 were as follows (dollars in thousands):
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | |||||||||||||||||||||||||||||||||||
| Sales Mix | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Hardware | $ | 108,450 | $ | 125,074 | (13) | % | $ | 237,314 | $ | 261,388 | (9) | % | ||||||||||||||||||||||||||
| Software | 151,880 | 167,182 | (9) | % | 290,176 | 370,434 | (22) | % | ||||||||||||||||||||||||||||||
| Services | 88,284 | 76,617 | 15 | % | 163,952 | 149,892 | 9 | % | ||||||||||||||||||||||||||||||
| $ | 348,614 | $ | 368,873 | (5) | % | $ | 691,442 | $ | 781,714 | (12) | % | |||||||||||||||||||||||||||
Net sales in EMEA decreased 5%, or $20.3 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA decreased 11%, year to year. Net sales of software and hardware decreased by 9% and 13%, respectively, year to year, partially offset by an increase in services net sales of 15%, year over year. The net changes for the three months ended June 30, 2025 were the result of the following:
•The decrease in hardware net sales was primarily due to lower volume of sales to large enterprise, corporate and public sector clients.
•The decrease in software net sales was primarily due to lower volume of sales to large enterprise and public sector clients reflecting changes in certain vendor relationships as well as the continued migration of on-premise software to cloud solutions, in each case, reported net in services net sales.
•The increase in services net sales was primarily due to increases in Insight Delivered services and agency net sales, partially offset by a net decrease in fees from cloud solution offerings as a result of partner program changes.
Net sales in EMEA decreased 12%, or $90.3 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA also decreased 13%, year to year. Net sales of software and hardware decreased by 22% and
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
9%, respectively, year to year, partially offset by an increase in services net sales of 9%, year over year. The net changes for the six months ended June 30, 2025 were the result of the following:
•The decrease in software net sales was primarily due to lower volume of sales to large enterprise clients and the continued migration of on-premise software to cloud solutions, reported net in services net sales.
•The decrease in hardware net sales was primarily due to lower volume of sales to large enterprise and public sector clients.
•The increase in services net sales was primarily due to an increase in agency net sales, partially offset by a net decrease in fees from cloud solution offerings as a result of partner program changes.
Our net sales by offering category for APAC for the three and six months ended June 30, 2025 and 2024 were as follows (dollars in thousands):
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | |||||||||||||||||||||||||||||||||||
| Sales Mix | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Hardware | $ | 8,677 | $ | 10,044 | (14) | % | $ | 15,035 | $ | 17,391 | (14) | % | ||||||||||||||||||||||||||
| Software | 21,671 | 21,403 | 1 | % | 52,926 | 52,139 | 2 | % | ||||||||||||||||||||||||||||||
| Services | 28,216 | 28,985 | (3) | % | 50,688 | 52,724 | (4) | % | ||||||||||||||||||||||||||||||
| $ | 58,564 | $ | 60,432 | (3) | % | $ | 118,649 | $ | 122,254 | (3) | % | |||||||||||||||||||||||||||
Net sales in APAC decreased 3%, or $1.9 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC decreased 1%, year to year. Net sales of hardware and services decreased by 14% and 3%, respectively, year to year. These decreases were partially offset by an increase in software net sales of 1%, year over year. The net changes for the three months ended June 30, 2025 were the result of the following:
•The decrease in hardware net sales was primarily the result of lower volume of sales to enterprise and commercial clients.
•The decrease in services net sales was primarily due to a decrease in fees from cloud solution offerings partially offset by higher volume sales of Insight Delivered services.
•The increase in software net sales was due to higher volume of sales to enterprise clients.
Net sales in APAC decreased 3%, or $3.6 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC was flat, year to year. Net sales of hardware and services decreased 14% and 4%, respectively, year to year. These decreases were partially offset by an increase in software net sales of 2%, year over year. The net changes for the six months ended June 30, 2025 were the result of the following:
•The decrease in hardware net sales was primarily the result of lower volume of sales to enterprise and commercial clients.
•The decrease in services net sales was primarily due to lower fees for cloud solution offerings partially offset by higher volume sales of Insight Delivered services.
•The increase in software net sales was due to higher volume of sales to enterprise and commercial clients.
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The percentage of net sales by category for North America, EMEA and APAC were as follows for the three and six months ended June 30, 2025 and 2024:
| North America | EMEA | APAC | ||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| Sales Mix | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Hardware | 64 | % | 60 | % | 31 | % | 34 | % | 15 | % | 17 | % | ||||||||||||||||||||||||||
| Software | 18 | % | 21 | % | 44 | % | 45 | % | 37 | % | 35 | % | ||||||||||||||||||||||||||
| Services | 18 | % | 19 | % | 25 | % | 21 | % | 48 | % | 48 | % | ||||||||||||||||||||||||||
| 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||||||||||||||
| North America | EMEA | APAC | ||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| Sales Mix | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Hardware | 61 | % | 56 | % | 34 | % | 34 | % | 13 | % | 14 | % | ||||||||||||||||||||||||||
| Software | 21 | % | 26 | % | 42 | % | 47 | % | 44 | % | 43 | % | ||||||||||||||||||||||||||
| Services | 18 | % | 18 | % | 24 | % | 19 | % | 43 | % | 43 | % | ||||||||||||||||||||||||||
| 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||||||||||||||
Gross Profit. Gross profit decreased 2%, or $11.0 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, with gross margin expanding approximately 10 basis points to 21.1% for the three months ended June 30, 2025 compared to 21.0% for the three months ended June 30, 2024. Gross profit decreased 5%, or $45.5 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, with gross margin expanding approximately 50 basis points to 20.2% for the six months ended June 30, 2025 compared to 19.7% for the six months ended June 30, 2024.
Our gross profit and gross profit as a percentage of net sales by operating segment were as follows for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | % of Net Sales | 2024 | % of Net Sales | 2025 | % of Net Sales | 2024 | % of Net Sales | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 341,692 | 20.3 | % | $ | 354,107 | 20.4 | % | $ | 661,144 | 19.5 | % | $ | 703,950 | 19.4 | % | |||||||||||||||||||||||||||||||
| EMEA | 82,434 | 23.6 | % | 79,142 | 21.5 | % | 154,361 | 22.3 | % | 154,175 | 19.7 | % | |||||||||||||||||||||||||||||||||||
| APAC | 18,201 | 31.1 | % | 20,116 | 33.3 | % | 33,299 | 28.1 | % | 36,168 | 29.6 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | 442,327 | 21.1 | % | $ | 453,365 | 21.0 | % | $ | 848,804 | 20.2 | % | $ | 894,293 | 19.7 | % | |||||||||||||||||||||||||||||||
North America's gross profit for the three months ended June 30, 2025 decreased 4%, or $12.4 million, compared to the three months ended June 30, 2024. As a percentage of net sales, gross margin contracted approximately 10 basis points to 20.3%, year to year. The year to year net contraction in gross margin was primarily attributable to the following:
•A contraction in services margin of 39 basis points partially offset by expansion in product margin of 24 basis points.
•The decrease in services margin primarily reflects a decrease in margin contribution from Insight Core services and software maintenance. These declines were partially offset by an increase in margin contribution from product warranty.
22
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
•The expansion in product margin reflects an increase in margin contribution from hardware net sales due to changes in product mix towards higher margin products, partially offset by a decrease in margin from software net sales.
North America's gross profit for the six months ended June 30, 2025 decreased 6%, or $42.8 million, compared to the six months ended June 30, 2024. As a percentage of net sales, gross margin expanded approximately 10 basis points to 19.5% for the six months ended June 30, 2025. The year over year net expansion in gross margin was primarily attributable to the following:
•A net increase in product margin of 31 basis points, year over year partially offset by a contraction in services margin of 14 basis points compared to the same period in the prior year.
•The expansion in product margin reflects an increase in margin contribution from hardware net sales due to changes in product mix towards higher margin products, partially offset by a decrease in margin from software net sales.
•The decrease in services margin primarily reflects a decrease in margin contribution from fees for cloud solution offerings and software maintenance.
EMEA's gross profit for the three months ended June 30, 2025 increased 4%, or $3.3 million, year over year (decreasing 2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2024. As a percentage of net sales, gross margin expanded 210 basis points, year over year. The year over year net expansion in gross margin was attributable to the following:
•An increase in services margin of 333 basis points partially offset by a contraction in product margin of 114 basis points.
•The increase in services margin is primarily the result of increased margin contribution from Insight Core services and an increase in agency net sales, partially offset by a decline in margin contribution from fees for cloud solution offerings.
•The contraction in product margin is due to declines in product margin on both hardware and software net sales.
EMEA's gross profit for the six months ended June 30, 2025 was flat year to year (decreasing 2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2024. As a percentage of net sales, gross margin expanded approximately 260 basis points, year over year. The year over year net expansion in gross margin was attributable to the following:
•An increase in services margin of 319 basis points partially offset by a contraction in product margin of 59 basis points.
•The increase in services margin is primarily the result of increased margin contribution from Insight Core services and an increase in agency net sales, partially offset by a decline in margin contribution from fees for cloud solution offerings.
•The contraction in product margin is due to declines in product margin on both hardware and software net sales.
APAC's gross profit for the three months ended June 30, 2025 decreased 10%, or $1.9 million, year to year (decreasing 8% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2024. As a percentage of net sales, gross margin contracted approximately 220 basis points, year to year. The year to year net contraction in gross margin was attributable to a net contraction in services margin of 298 basis points partially offset by an expansion in product margin of 77 basis points. The contraction in services margin was driven by the decrease in fees from cloud solution offerings in the current year period.
23
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
APAC's gross profit for the six months ended June 30, 2025 decreased 8%, or $2.9 million, year to year (decreasing 5% when excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2024. As a percentage of net sales, gross margin contracted approximately 150 basis points, year to year. The year to year net contraction in gross margin was attributable to a net contraction in services margin of 184 basis points partially offset by an expansion in product margin of 32 basis points. The contraction in services margin was driven by the decrease in fees from cloud solution offerings in the current year period.
Operating Expenses.
Selling and Administrative Expenses. Selling and administrative expenses for the three months ended June 30, 2025 increased 11%, or $35.1 million, compared to the three months ended June 30, 2024 (increasing 10% when excluding the effects of fluctuating foreign currency exchange rates). Selling and administrative expenses increased $36.8 million, or 6% (increasing 5% when excluding the effects of fluctuating foreign currency exchange rates), for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Selling and administrative expenses increased approximately 210 basis points as a percentage of net sales in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The overall net increase in selling and administrative expenses primarily reflects an increase in other expenses of approximately $46.0 million, partially offset by a net decrease in personnel costs, including teammate benefits of approximately $9.3 million, year over year due to a decrease in overall teammate headcount. The net increase in other expenses primarily reflects a gain on revaluation of earnout liabilities in the prior year period of approximately $25.1 million with no significant comparable activity in the current year period. We incurred an impairment loss of approximately $12.6 million on a real estate asset that was reclassified to held for sale in April 2025 with no comparable activity in the prior year period. We also incurred transformation costs in the current and prior year periods of $7.0 million and $5.6 million, respectively, however, these costs are unique in nature and are not expected to recur in the longer term. For the three months ended June 30, 2024, we recovered approximately $3.4 million in costs we previously incurred related to a third-party data center service outage that occurred in July 2023 with no significant comparable activity in the current year period.
Selling and administrative expenses increased approximately 210 basis points as a percentage of net sales in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The overall net increase in selling and administrative expenses primarily reflects increases in other expenses and depreciation and amortization expenses of approximately $68.1 million and $5.5 million, respectively. These increases were partially offset by a net decrease in personnel costs, including teammate benefits of approximately $29.8 million, year over year due to a decrease in overall teammate headcount. The net increase in other expenses primarily reflects a gain on revaluation of earnout liabilities in the prior year period of approximately $24.2 million compared to a net loss on revaluation of earnout liabilities of approximately $15.4 million in the current year period. We incurred an impairment loss of approximately $12.6 million on a real estate asset that was reclassified to held for sale in April 2025 with no comparable activity in the prior year period. We also incurred transformation costs in the current and prior year periods of $8.3 million and $7.9 million, respectively, however, these costs are unique in nature and are not expected to recur in the longer term. There was an increase in fees for service agreements of approximately $6.2 million compared to the prior year period. For the six months ended June 30, 2024, we recovered approximately $3.4 million in costs we previously incurred related to a third-party data center service outage that occurred in July 2023 with no significant comparable activity in the current year period. The increase in depreciation and amortization expenses reflects higher amortization of intangible assets associated with the Infocenter acquisition.
Severance and Restructuring Expenses, net. During the three months ended June 30, 2025, we recorded severance and restructuring expenses, net of adjustments, of approximately $3.4 million. Comparatively, during the three months ended June 30, 2024, we recorded severance and restructuring expenses, net of adjustments, of approximately $4.9 million. The severance charges in both periods primarily related to a realignment of certain roles and responsibilities and reductions in workforce.
24
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
During the six months ended June 30, 2025, we recorded severance and restructuring expense, net of adjustments, of approximately $10.4 million. Comparatively, during the six months ended June 30, 2024, we recorded severance and restructuring expense, net of adjustments, of approximately $7.1 million. The charges in both periods primarily related to a realignment of certain roles and responsibilities.
Acquisition and Integration Related Expenses. During the three months ended June 30, 2025, we recorded acquisition and integration related expenses of approximately $0.1 million. During the three months ended June 30, 2024, we recorded acquisition and integration related expenses of approximately $0.2 million.
During the six months ended June 30, 2025, we recorded acquisition and integration related expenses of approximately $0.3 million. During the six months ended June 30, 2024, we recorded acquisition and integration related expenses of approximately $1.5 million. The expenses in the prior year period related primarily to the acquisitions of SADA in December 2023 and Infocenter in May 2024. As the Company executes its acquisition strategy, we expect to incur additional acquisition and integration related expenses.
Earnings from Operations. Earnings from operations decreased 34%, or $44.5 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Earnings from operations decreased 37%, or $84.4 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Earnings from operations and earnings from operations as a percentage of net sales by operating segment were as follows for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | % of Net Sales | 2024 | % of Net Sales | 2025 | % of Net Sales | 2024 | % of Net Sales | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 68,722 | 4.1 | % | $ | 101,813 | 5.9 | % | $ | 119,512 | 3.5 | % | $ | 185,836 | 5.1 | % | |||||||||||||||||||||||||||||||
| EMEA | 11,156 | 3.2 | % | 21,007 | 5.7 | % | 16,167 | 2.3 | % | 32,197 | 4.1 | % | |||||||||||||||||||||||||||||||||||
| APAC | 6,654 | 11.4 | % | 8,253 | 13.7 | % | 10,956 | 9.2 | % | 13,026 | 10.7 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | 86,532 | 4.1 | % | $ | 131,073 | 6.1 | % | $ | 146,635 | 3.5 | % | $ | 231,059 | 5.1 | % | |||||||||||||||||||||||||||||||
North America's earnings from operations for the three months ended June 30, 2025 decreased 33%, or $33.1 million, compared to the three months ended June 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 180 basis points to 4.1%. The decrease in earnings from operations was primarily driven by a decrease in gross profit combined with an increase in selling and administrative expenses when compared to the three months ended June 30, 2024.
North America's earnings from operations for the six months ended June 30, 2025 decreased 36%, or $66.3 million, compared to the six months ended June 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 160 basis points to 3.5%. The decrease in earnings from operations was primarily driven by a decrease in gross profit combined with an increase in selling and administrative expenses when compared to the six months ended June 30, 2024.
EMEA's earnings from operations for the three months ended June 30, 2025 decreased 47%, or $9.9 million (decreasing 49% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 250 basis points to 3.2%. The decrease in earnings from operations was primarily driven by an increase in selling and administrative expenses, partially offset by an increase in gross profit, when compared to the three months ended June 30, 2024.
25
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
EMEA's earnings from operations for the six months ended June 30, 2025 decreased 50%, or $16.0 million (decreasing 51% when excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 180 basis points to 2.3%. The decrease in earnings from operations was primarily driven by an increase in selling and administrative expenses and severance and restructuring expenses, net, compared to the six months ended June 30, 2024.
APAC's earnings from operations for the three months ended June 30, 2025 decreased 19%, or $1.6 million (decreasing 18% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 230 basis points to 11.4%. The decrease in earnings from operations was primarily driven by a decrease in gross profit when compared to the three months ended June 30, 2024.
APAC's earnings from operations for the six months ended June 30, 2025 decreased 16%, or $2.1 million (decreasing 14% when excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 150 basis points to 9.2%. The decrease in earnings from operations was driven by a decrease in gross profit when compared to the six months ended June 30, 2024.
Adjusted Earnings from Operations. Adjusted earnings from operations decreased 2%, or $2.1 million, year to year, in three months ended June 30, 2025 compared to three months ended June 30, 2024. Adjusted earnings from operations decreased 9%, or $21.5 million, year to year, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Adjusted earnings from operations as a percentage of net sales by operating segment were as follows for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | % of Net Sales | 2024 | % of Net Sales | 2025 | % of Net Sales | 2024 | % of Net Sales | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 102,911 | 6.1 | % | $ | 103,429 | 6.0 | % | $ | 189,876 | 5.6 | % | $ | 206,213 | 5.7 | % | |||||||||||||||||||||||||||||||
| EMEA | 19,350 | 5.6 | % | 19,216 | 5.2 | % | 30,368 | 4.4 | % | 33,230 | 4.3 | % | |||||||||||||||||||||||||||||||||||
| APAC | 6,702 | 11.4 | % | 8,447 | 14.0 | % | 11,071 | 9.3 | % | 13,399 | 11.0 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | 128,963 | 6.2 | % | $ | 131,092 | 6.1 | % | $ | 231,315 | 5.5 | % | $ | 252,842 | 5.6 | % | |||||||||||||||||||||||||||||||
North America’s Adjusted earnings from operations for the three months ended June 30, 2025 decreased 1%, or $0.5 million, compared to the three months ended June 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 10 basis points to 6.1%. The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit, partially offset by a decrease in selling and administrative expenses.
North America’s Adjusted earnings from operations for the six months ended June 30, 2025 decreased 8%, or $16.3 million, compared to the six months ended June 30, 2024. As a percentage of net sales, Adjusted earnings from operations decreased by approximately 10 basis points to 5.6%. The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit, partially offset by a decrease in selling and administrative expenses.
EMEA’s Adjusted earnings from operations for the three months ended June 30, 2025 increased 1%, or $0.1 million (decreasing 3% excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 40 basis points to 5.6%. The slight increase in Adjusted earnings from operations was primarily driven by an increase in gross profit, partially offset by an increase in selling and administrative expenses.
26
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
EMEA’s Adjusted earnings from operations for the six months ended June 30, 2025 decreased 9%, or $2.9 million (decreasing 10% excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 10 basis points to 4.4%. The decrease in Adjusted earnings from operations was primarily driven by an increase in selling and administrative expenses.
APAC’s Adjusted earnings from operations for the three months ended June 30, 2025 decreased 21%, or $1.7 million (decreasing 19% excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2024. As a percentage of net sales, Adjusted earnings from operations decreased by approximately 260 basis points to 11.4%. The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit, partially offset by a decrease in selling and administrative expenses.
APAC’s Adjusted earnings from operations for the six months ended June 30, 2025 decreased 17%, or $2.3 million (decreasing 15% excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2024. As a percentage of net sales, Adjusted earnings from operations decreased by approximately 170 basis points to 9.3%. The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit partially offset by a decrease in selling and administrative expenses.
Non-Operating Expense (Income).
Interest Expense, Net. Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities, the Convertible Notes and the Senior Notes, as applicable, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances. Interest expense, net for the three months ended June 30, 2025 increased 58%, or $8.2 million, compared to the three months ended June 30, 2024. This was primarily due to the issuance of the Senior Notes in May 2024, the maturity of the Convertible Notes in February 2025, higher loan balances under our ABL facility and decreased interest income partially offset by lower interest rates. Interest expense, net for the six months ended June 30, 2025 increased 42%, or $11.2 million, compared to the six months ended June 30, 2024. The increase in the six months ended June 30, 2025 was primarily due to a higher loan balance under our ABL facility, the issuance of the Senior Notes, the maturity of the Convertible Notes in February 2025 and decreased interest income, partially offset by the lower interest rates.
Imputed interest under our inventory financing facilities was $2.4 million and $4.8 million for the three and six months ended June 30, 2025, compared to $2.3 million and $4.8 million for the three and six months ended June 30, 2024. For a description of our various financing facilities, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.
Other Expense (Income), Net. Other expense (income), net primarily reflects a net loss on the revaluation of warrant settlement liabilities of $25.1 million recorded in the six months ended June 30, 2025 in connection with the cash settlement of a portion of the outstanding Warrants, with no comparable activity in the three or six months ended June 30, 2024. For additional information regarding the Warrants, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.
Income Tax Expense. Our effective tax rate of 26.9% for the three months ended June 30, 2025 was higher than our effective tax rate of 25.5% for the three months ended June 30, 2024. The increase in the effective tax rate for the three months ended June 30, 2025 was primarily due to greater tax benefits from earnout adjustments and higher excess tax benefits on the settlement of employee share-based compensation during the prior year period.
Our effective tax rate of 34.5% for the six months ended June 30, 2025 was higher than our effective tax rate of 24.8% for the six months ended June 30, 2024. The increase in the effective tax rate for the six months ended June 30, 2025 was primarily due to the non-deductibility of both net losses related to fair value adjustments associated with the warrant settlement liabilities and the revaluation of earnout liabilities in
27
INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
the current year period. These increases were partially offset by the reduction in the valuation allowance related to our foreign tax credit carryforward in the current year period.
Use of Non-GAAP Financial Measures
Adjusted non-GAAP earnings from operations exclude (i) severance and restructuring expenses, net, (ii) certain executive recruitment and hiring related expenses, (iii) amortization of intangible assets, (iv) transformation costs, (v) certain acquisition and integration related expenses, (vi) gains and losses from revaluation of acquisition related earnout liabilities, (vii) certain third-party data center service outage related expenses and recoveries, and (viii) impairment losses on long lived real estate assets now held for sale, as applicable. Adjusted non-GAAP earnings from operations is used by the Company and its management to evaluate financial performance against budgeted amounts, to calculate incentive compensation, to assist in forecasting future performance and to compare the Company’s results to those of the Company’s competitors. We believe that this non-GAAP financial measure is useful to investors because it allows for greater transparency, facilitates comparisons to prior periods and to the Company’s competitors’ results, and assists in forecasting performance for future periods. The non-GAAP financial measure is not prepared in accordance with GAAP and may be different from non-GAAP financial measures presented by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Adjusted Earnings from Operations (in thousands): | North America | EMEA | APAC | Consolidated | |||||||||||||||||||
| GAAP earnings from operations | $ | 68,722 | $ | 11,156 | $ | 6,654 | $ | 86,532 | |||||||||||||||
| Amortization of intangible assets | 16,817 | 1,851 | — | 18,668 | |||||||||||||||||||
| Change in fair value of earnout liabilities | (3,299) | 3,463 | — | 164 | |||||||||||||||||||
Other(a)(b) | 20,671 | 2,880 | 48 | 23,599 | |||||||||||||||||||
| Adjusted non-GAAP earnings from operations | $ | 102,911 | $ | 19,350 | $ | 6,702 | $ | 128,963 | |||||||||||||||
| GAAP EFO as a percentage of net sales | 4.1 | % | 3.2 | % | 11.4 | % | 4.1% | ||||||||||||||||
| Adjusted non-GAAP EFO as a percentage of net sales | 6.1 | % | 5.6 | % | 11.4 | % | 6.2% | ||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| Adjusted Earnings from Operations (in thousands): | North America | EMEA | APAC | Consolidated | |||||||||||||||||||
| GAAP earnings from operations | $ | 101,813 | $ | 21,007 | $ | 8,253 | $ | 131,073 | |||||||||||||||
| Amortization of intangible assets | 15,588 | 1,660 | 109 | 17,357 | |||||||||||||||||||
| Change in fair value of earnout liabilities | (20,684) | (4,464) | — | (25,148) | |||||||||||||||||||
Other(a)(b) | 6,712 | 1,013 | 85 | 7,810 | |||||||||||||||||||
| Adjusted non-GAAP earnings from operations | $ | 103,429 | $ | 19,216 | $ | 8,447 | $ | 131,092 | |||||||||||||||
| GAAP EFO as a percentage of net sales | 5.9 | % | 5.7 | % | 13.7 | % | 6.1% | ||||||||||||||||
| Adjusted non-GAAP EFO as a percentage of net sales | 6.0 | % | 5.2 | % | 14.0 | % | 6.1% | ||||||||||||||||
28
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Adjusted Earnings from Operations (in thousands): | North America | EMEA | APAC | Consolidated | |||||||||||||||||||
| GAAP earnings from operations | $ | 119,512 | $ | 16,167 | $ | 10,956 | $ | 146,635 | |||||||||||||||
| Amortization of intangible assets | 33,621 | 3,595 | — | 37,216 | |||||||||||||||||||
| Change in fair value of earnout liabilities | 11,901 | 3,463 | — | 15,364 | |||||||||||||||||||
Other(a)(b) | 24,842 | 7,143 | 115 | 32,100 | |||||||||||||||||||
| Adjusted non-GAAP earnings from operations | $ | 189,876 | $ | 30,368 | $ | 11,071 | $ | 231,315 | |||||||||||||||
| GAAP EFO as a percentage of net sales | 3.5 | % | 2.3 | % | 9.2 | % | 3.5% | ||||||||||||||||
| Adjusted non-GAAP EFO as a percentage of net sales | 5.6 | % | 4.4 | % | 9.3 | % | 5.5% | ||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| Adjusted Earnings from Operations (in thousands): | North America | EMEA | APAC | Consolidated | |||||||||||||||||||
| GAAP earnings from operations | $ | 185,836 | $ | 32,197 | $ | 13,026 | $ | 231,059 | |||||||||||||||
| Amortization of intangible assets | 28,734 | 3,330 | 218 | 32,282 | |||||||||||||||||||
| Change in fair value of earnout liabilities | (20,219) | (3,988) | — | (24,207) | |||||||||||||||||||
Other(a)(b) | 11,862 | 1,691 | 155 | 13,708 | |||||||||||||||||||
| Adjusted non-GAAP earnings from operations | $ | 206,213 | $ | 33,230 | $ | 13,399 | $ | 252,842 | |||||||||||||||
| GAAP EFO as a percentage of net sales | 5.1 | % | 4.1 | % | 10.7 | % | 5.1% | ||||||||||||||||
| Adjusted non-GAAP EFO as a percentage of net sales | 5.7 | % | 4.3 | % | 11.0 | % | 5.6% | ||||||||||||||||
| (a) | In North America, other includes transformation costs of $4.9 million and $5.6 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $5.8 million and $7.9 million for the six months ended June 30, 2025 and June 30, 2024, respectively. In EMEA, other includes transformation costs of $2.1 million and $2.5 million for the three and six months ended June 30, 2025, respectively. In North America, other includes an impairment loss on a long lived real estate asset now held for sale of $12.6 million for both the three and six months ended June 30, 2025. In North America, other includes certain third-party data center service outage related expenses of $0.5 million for both the three and six months ended June 30, 2025, and net recoveries of $3.4 million for both the three and six months ended June 30, 2024. | ||||
| (b) | Includes severance and restructuring expenses, net of $3.4 million and $4.9 million for the three months ended June 30, 2025 and 2024, respectively. Includes acquisition and integration related expenses of $0.1 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively. Includes severance and restructuring expenses, net of $10.4 million and $7.1 million for the six months ended June 30, 2025 and 2024, respectively. Includes acquisition and integration related expenses of $0.3 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively. Includes certain third-party data center service outage related expenses of $0.5 million for both the three and six months ended June 30, 2025, and net recoveries of $3.4 million for both the three and six months ended June 30, 2024. | ||||
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Liquidity and Capital Resources
The following table sets forth certain consolidated cash flow information for the six months ended June 30, 2025 and 2024 (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash (used in) provided by operating activities | $ | (99,001) | $ | 292,964 | |||||||
| Net cash used in investing activities | (11,978) | (279,048) | |||||||||
| Net cash provided by (used in) financing activities | 139,118 | (20,623) | |||||||||
| Foreign currency exchange effect on cash, cash equivalent and restricted cash balances | 21,959 | (5,728) | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 50,098 | (12,435) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 261,467 | 270,785 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 311,565 | $ | 258,350 | |||||||
Cash and Cash Flow
•Our primary uses of cash during the six months ended June 30, 2025 were to fund operations, to fund the cash settlement of a portion of the Warrants, to repurchase shares of our common stock and to repay debt, including the remaining principal balance upon maturity of the Convertible Notes.
•Operating activities used $99.0 million in cash during the six months ended June 30, 2025, compared to cash provided by operating activities of $293.0 million during the six months ended June 30, 2024.
•Capital expenditures were $12.0 million and $18.6 million for the six months ended June 30, 2025 and 2024, respectively.
•During the six months ended June 30, 2025, we repurchased $76.1 million of our common stock compared to $35.0 million of repurchases during the six months ended June 30, 2024.
•We had net borrowings under our ABL facility during the six months ended June 30, 2025 of $780.4 million compared to net repayments of $420.4 million during the six months ended June 30, 2024.
•We had net borrowings under our inventory financing facilities of $2.1 million during the six months ended June 30, 2025 compared to net repayments of $13.0 million during the six months ended June 30, 2024.
•We repaid approximately $333.1 million for the remaining principal balance upon maturity of the Convertible Notes in the six months ended June 30, 2025.
•We paid $222.0 million to settle a portion of the Warrants relating to the Call Spread Transactions associated with the Convertible Notes.
We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our expected cash and working capital requirements for operations, as well as other strategic acquisitions, over the next 12 months and beyond. We expect existing cash and cash flows from operations to continue to be sufficient to fund our operating cash activities and cash commitments for investing and financing activities, such as capital expenditures, strategic acquisitions, repurchases of our common stock, debt repayments and repayment of our inventory financing facilities for the next 12 months. We currently expect to fund known cash commitments beyond the next 12 months through operating cash activities and/or other available financing resources.
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Net cash provided by operating activities
•We have an inverted cash cycle resulting from typically paying partners on shorter terms than we provide to our clients. This generally means in periods of growing hardware sales, we typically use cash from operations.
•Cash flow used in operating activities in the first half of 2025 was $99.0 million compared to cash provided by operating activities of $293.0 million in the first half of 2024.
•The decrease in cash provided by operating activities period over period is primarily due to lower net earnings combined with the impact of higher hardware net sales compared to the same period in the prior year. In the first half of 2025, our cash used in operations was also negatively impacted by the delayed timing of certain receipts compared to partner payments. In comparison, in the first half of 2024, our cash generated from operations was positively impacted by the timing of receipts compared to partner payments, as well as the deferral of certain operating payments at June 30, 2024.
•We continue to be impacted by netted costs that we apply to our services net sales to appropriately record net sales that we earn as an agent. These netted costs, while excluded from net sales and cost of goods sold, are processed and applied to accounts receivable and accounts payable in each reporting period. As a result, calculation of our unadjusted cash conversion cycle, including days sales outstanding and days payables outstanding, do not provide an accurate reflection of our cash conversion metric, due to the metric components being inherently inflated. For example, netted costs were $3.6 billion and $2.5 billion in the second quarter of 2025 and 2024, respectively.
•We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms we grant to our clients in order to take advantage of supplier discounts.
•We intend to use cash generated in the remainder of 2025 in excess of working capital needs to pay down our ABL facility and inventory financing facilities, and for strategic acquisitions.
Net cash used in investing activities
•We paid $264.4 million to acquire Infocenter on May 1, 2024, net of cash and cash equivalents acquired of $5.1 million.
•Capital expenditures were $12.0 million and $18.6 million for the six months ended June 30, 2025 and 2024, respectively.
•We expect capital expenditures for the full year 2025 to be in a range of $30.0 to $35.0 million.
Net cash used in financing activities
•During the six months ended June 30, 2025, we had net borrowings under our ABL facility of $780.4 million, which were primarily used to fund the repayment of the remaining principal balance upon maturity of the Convertible Notes, to settle a portion of the Warrants and to repurchase shares of our common stock.
•During the six months ended June 30, 2024, we had net repayments under our ABL facility that decreased our outstanding long-term debt balance by $420.4 million.
•We had net borrowings under our inventory financing facilities of $2.1 million during the six months ended June 30, 2025 compared to net repayments of $13.0 million during the six months ended June 30, 2024.
•We repaid approximately $333.1 million for the remaining principal balance upon maturity of the Convertible Notes in the six months ended June 30, 2025.
•We repaid approximately $16.9 million principal upon conversion of a portion of the Convertible Notes in the six months ended June 30, 2024.
•We paid $222.0 million to settle a portion of the Warrants relating to the Call Spread Transactions associated with the Convertible Notes in cash in the six months ended June 30, 2025.
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
•During the six months ended June 30, 2025, we did not make any earnout and acquisition related payments.
•During the six months ended June 30, 2024, we made earnout and acquisition related payments of $18.3 million associated with our acquisitions of Amdaris Group Limited, Hanu Software Solutions, Inc. and Hanu Software Solutions (India) Private Ltd.
•During the six months ended June 30, 2025, we repurchased $76.1 million of our common stock.
•During the six months ended June 30, 2024, we repurchased $35.0 million of our common stock.
Financing Facilities
•Our debt balance as of June 30, 2025 was $1.3 billion.
•Our objective is to pay our debt balances down while retaining adequate cash balances to meet overall business objectives.
•The Senior Notes are subject to certain events of default and certain acceleration clauses. As of June 30, 2025, no such events have occurred.
•Our ABL facility contains various covenants customary for transactions of this type, including complying with a minimum receivable and inventory requirement and meeting monthly, quarterly and annual reporting requirements.
•The credit agreement contains customary affirmative and negative covenants and events of default.
•At June 30, 2025, we were in compliance with all such covenants.
•While the ABL facility has a stated maximum amount, the actual availability under the ABL facility is limited by a minimum accounts receivable and inventory requirement. As of June 30, 2025, eligible accounts receivable and inventory were sufficient to permit access to the full $1.8 billion under the ABL facility of which $832.4 million was outstanding.
We also have agreements with financial intermediaries to facilitate the purchase of inventory from certain suppliers under certain terms and conditions.
•These amounts are classified separately as accounts payable – inventory financing facilities in our consolidated balance sheets.
•Our inventory financing facilities have an aggregate availability for vendor purchases of $705.0 million, of which $220.8 million was outstanding at June 30, 2025.
Undistributed Foreign Earnings
Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. As of June 30, 2025, we had approximately $260.4 million in cash and cash equivalents in certain of our foreign subsidiaries, primarily residing in Canada and Australia. Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business or through actual dividend distributions.
Off-Balance Sheet Arrangements
We have entered into off-balance sheet arrangements, which include indemnifications. The indemnifications are discussed in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report and such discussion is incorporated by reference herein. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or future effect on our financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources.
Recently Issued Accounting Standards
The information contained in Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report concerning a description of recently issued accounting standards which affect or may affect our
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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
financial statements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.
Contractual Obligations
Other than as described in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report, there have been no material changes in our reported contractual obligations, as described under “Cash Requirements From Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
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INSIGHT ENTERPRISES, INC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Except as described below, there have been no material changes in our reported market risks, as described in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Although our Senior Notes are based on fixed rates, changes in interest rates could impact the fair market value of such notes. As of June 30, 2025, the fair market value of our Senior Notes was $516.1 million. For additional information about our Senior Notes, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and determined that as of June 30, 2025 our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) in the three months ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations of Internal Control Over Financial Reporting
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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INSIGHT ENTERPRISES, INC.
Part II – OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which we are a party or of which any of our property is the subject. From time to time, we are party to various routine legal proceedings incidental to the business, see “– Legal Proceedings” in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities during the three months ended June 30, 2025.
We have never paid a cash dividend on our common stock, and we currently do not intend to pay any cash dividends in the foreseeable future. Our ABL facility contains certain covenants that, if not met, restrict the payment of cash dividends.
Issuer Purchases of Equity Securities
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1, 2025 through April 30, 2025 | — | $ | — | — | $ | 300,000,476 | ||||||||||||||||||||
| May 1, 2025 through May 31, 2025 | 600,000 | 126.86 | 600,000 | 223,882,772 | ||||||||||||||||||||||
| June 1, 2025 through June 30, 2025 | — | — | — | 223,882,772 | ||||||||||||||||||||||
| Total | 600,000 | 600,000 | ||||||||||||||||||||||||
On September 11, 2024, we announced that our Board of Directors authorized the repurchase of up to $300.0 million of our common stock, in addition to any amount that remained from prior authorizations. As of June 30, 2025, approximately $223.9 million remained available for repurchases under our share repurchase plan.
In accordance with the share repurchase plan, share repurchases may be made on the open market, subject to Rule 10b-18 or in privately negotiated transactions, through block trades, through 10b5-1 plans or otherwise, at management’s discretion. The number of shares purchased, and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares.
Item 3. Defaults Upon Senior Securities.
Not applicable.
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INSIGHT ENTERPRISES, INC.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, none of our directors or executive officers adopted terminated
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INSIGHT ENTERPRISES, INC.
Item 6. Exhibits.
* Furnished herewith
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | 10-K | 000-25092 | 3.1 | February 17, 2006 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 000-25092 | 3.1 | May 21, 2015 | ||||||||||||||||||||||||||||||||||
| 3.3 | 8-K | 000-25092 | 3.2 | May 21, 2015 | ||||||||||||||||||||||||||||||||||
| 10.1 | 8-K | 000-25092 | 10.1 | May 27, 2025 | ||||||||||||||||||||||||||||||||||
10.2(1) | X | |||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1* | ||||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | X | ||||||||||||||||||||||||||||||||||||
(1)Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Securities Act because the information is (i) not material and (ii) the type that Insight treats as private or confidential. Insight agrees to furnish an unredacted copy of this exhibit to the SEC upon request.
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INSIGHT ENTERPRISES, INC.
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.
| Date: | July 31, 2025 | INSIGHT ENTERPRISES, INC. | |||||||||||||||
| By: | /s/ Joyce A. Mullen | ||||||||||||||||
| Joyce A. Mullen | |||||||||||||||||
| President and Chief Executive Officer | |||||||||||||||||
| (Duly Authorized Officer) | |||||||||||||||||
| By: | /s/ James A. Morgado | ||||||||||||||||
| James A. Morgado | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
| (Principal Financial Officer) | |||||||||||||||||
| By: | /s/ Rachael A. Crump | ||||||||||||||||
| Rachael A. Crump | |||||||||||||||||
| Chief Accounting Officer | |||||||||||||||||
| (Principal Accounting Officer) | |||||||||||||||||
38