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EX-32.2 - EXHIBIT 32.2 - SCANSOURCE, INC.scansourceex322033115q310q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-Q
 
 
 
 Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the
Quarterly period ended March 31, 2015

Commission File Number: 000-26926
 
 
 
ScanSource, Inc.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA
 
57-0965380
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
6 Logue Court
Greenville, South Carolina, 29615
(Address of principal executive offices)
(864) 288-2432
(Registrant’s telephone number, including area code)
 
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post to such files.    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at April 30, 2015
Common Stock, no par value per share
 
28,619,898 shares



SCANSOURCE, INC.
INDEX TO FORM 10-Q
March 31, 2015
 
 
 
Page #
 
 
 
Item 1.
 
Condensed Consolidated Balance Sheets as of March 31, 2015 and June 30, 2014
 
Condensed Consolidated Income Statements for the Quarters and Nine Months Ended March 31, 2015 and 2014
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Nine Months Ended March 31, 2015 and 2014
 
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2015 and 2014
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
Item 1
Legal Proceedings
Item 1A.
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
 
 
 
 
 


2


FORWARD-LOOKING STATEMENTS

The forward-looking statements included in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk" and "Risk Factors" sections and elsewhere herein, which reflect our best judgment based on factors currently known, involve risks and uncertainties. Words such as "expects," "anticipates," "believes," "intends," "plans," "hopes," "forecasts," "seeks," "estimates," "goals," "projects," "strategy," "future," "likely," "may," "should," and variations of such words and similar expressions are intended to identify such forward-looking statements. Any forward-looking statement made by us in this Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by law, we expressly disclaim any obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors including, but not limited to, the factors discussed in such sections and, in particular, those set forth in the cautionary statements included in "Risk Factors" contained in our Annual Report on Form 10-K for the year ended June 30, 2014. The forward-looking information we have provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995, should be evaluated in the context of these factors.

3


PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share information)
 
 
March 31,
2015
 
June 30,
2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
93,578

 
$
194,851

Accounts receivable, less allowance of $30,859 at March 31, 2015 and $26,257 at June 30, 2014
487,148

 
464,405

Inventories
485,603

 
504,758

Prepaid expenses and other current assets
47,145

 
33,558

Deferred income taxes
20,879

 
18,109

Total current assets
1,134,353

 
1,215,681

Property and equipment, net
47,401

 
31,823

Goodwill
64,848

 
32,342

Other non-current assets, including net identifiable intangible assets
100,317

 
55,278

Total assets
$
1,346,919

 
$
1,335,124

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current debt
$
5,171

 
$

Accounts payable
392,396

 
421,721

Accrued expenses and other current liabilities
71,132

 
63,574

Current portion of contingent consideration
9,955

 
5,851

Income taxes payable
2,328

 
8,685

Total current liabilities
480,982

 
499,831

Deferred income taxes
3,636

 
185

Long-term debt
6,696

 
5,429

Long-term portion of contingent consideration
21,403

 
5,256

Other long-term liabilities
35,151

 
21,780

Total liabilities
547,868

 
532,481

Commitments and contingencies


 


Shareholders’ equity:
 
 
 
Preferred stock, no par value; 3,000,000 shares authorized, none issued

 

Common stock, no par value; 45,000,000 shares authorized, 28,594,872 and 28,539,481 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively
171,084

 
168,447

Retained earnings
699,868

 
650,896

Accumulated other comprehensive income (loss)
(71,901
)
 
(16,700
)
Total shareholders’ equity
799,051

 
802,643

Total liabilities and shareholders’ equity
$
1,346,919

 
$
1,335,124

June 30, 2014 amounts are derived from audited consolidated financial statements.
 
See accompanying notes to these condensed consolidated financial statements.

4


SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
(In thousands, except per share data)
 
 
Quarter ended
 
Nine months ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Net sales
$
763,203

 
$
682,998

 
$
2,361,941

 
$
2,155,520

Cost of goods sold
683,187

 
609,647

 
2,126,168

 
1,928,414

Gross profit
80,016

 
73,351

 
235,773

 
227,106

Selling, general and administrative expenses
58,235

 
46,705

 
158,047

 
143,541

Change in fair value of contingent consideration
285

 
981

 
1,262

 
2,218

Operating income
21,496

 
25,665

 
76,464

 
81,347

Interest expense
891

 
217

 
1,288

 
698

Interest income
(731
)
 
(545
)
 
(2,057
)
 
(1,644
)
Other (income) expense, net
1,515

 
13

 
2,238

 
65

Income before income taxes
19,821

 
25,980

 
74,995

 
82,228

Provision for income taxes
6,878

 
9,031

 
26,023

 
27,544

Net income
$
12,943

 
$
16,949

 
$
48,972

 
$
54,684

Per share data:
 
 
 
 
 
 
 
Net income per common share, basic
$
0.45

 
$
0.59

 
$
1.71

 
$
1.93

Weighted-average shares outstanding, basic
28,646

 
28,502

 
28,590

 
28,275

 
 
 
 
 
 
 
 
Net income per common share, diluted
$
0.45

 
$
0.59

 
$
1.70

 
$
1.92

Weighted-average shares outstanding, diluted
28,855

 
28,730

 
28,825

 
28,548

See accompanying notes to these condensed consolidated financial statements.


5


SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In thousands)

 
Quarter ended
 
Nine months ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Net income
$
12,943

 
$
16,949

 
$
48,972

 
$
54,684

Foreign currency translation adjustment
(31,899
)
 
1,562

 
(55,201
)
 
5,458

Comprehensive income (loss)
$
(18,956
)
 
$
18,511

 
$
(6,229
)
 
$
60,142

See accompanying notes to these condensed consolidated financial statements.


6


SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
 
Nine months ended
 
March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
48,972

 
$
54,684

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
8,050

 
5,391

Amortization of debt issuance costs
223

 
238

Provision for doubtful accounts
(2,120
)
 
5,469

Share-based compensation
4,740

 
3,807

Deferred income taxes
4,910

 
10,981

Excess tax benefits from share-based payment arrangements
(260
)
 
(982
)
Change in fair value of contingent consideration
1,262

 
2,218

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
23,044

 
13,340

Inventories
23,759

 
(74,461
)
Prepaid expenses and other assets
(140
)
 
(2,924
)
Other non-current assets
384

 
3,790

Accounts payable
(78,497
)
 
12,404

Accrued expenses and other liabilities
(1,359
)
 
(2,817
)
Income taxes payable
(5,831
)
 
1,532

Net cash provided by (used in) operating activities
27,137

 
32,670

Cash flows from investing activities:
 
 
 
Capital expenditures
(19,854
)
 
(6,785
)
Cash paid for business acquisitions, net of cash acquired
(59,740
)
 

Net cash provided by (used in) investing activities
(79,594
)
 
(6,785
)
Cash flows from financing activities:
 
 
 
Borrowings (repayments) on short-term borrowings, net
(27,952
)
 

Borrowings on revolving credit
93,579

 

Repayments on revolving credit
(93,579
)
 

Debt issuance costs

 
(468
)
Repayments on long-term debt
(318
)
 

Repayments on capital lease obligation
(201
)
 

Contingent consideration payments
(5,640
)
 
(3,793
)
Exercise of stock options
379

 
12,152

Repurchase of common stock
(2,694
)
 

Excess tax benefits from share-based payment arrangements
260

 
982

Net cash provided by (used in) financing activities
(36,166
)
 
8,873

Effect of exchange rate changes on cash and cash equivalents
(12,650
)
 
640

Increase (decrease) in cash and cash equivalents
(101,273
)
 
35,398

Cash and cash equivalents at beginning of period
194,851

 
148,164

Cash and cash equivalents at end of period
$
93,578

 
$
183,562

 
 
 
 
See accompanying notes to these condensed consolidated financial statements.

7


SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) Business and Summary of Significant Accounting Policies

Business Description

ScanSource, Inc. is a leading international wholesale distributor of specialty technology products. ScanSource, Inc. and its subsidiaries ("the Company") provide value-added distribution services for technology manufacturers and sell to resellers in the following specialty technology markets: POS and Barcode, Security and 3D Printing through its Worldwide Barcode & Security segment and video, voice, and network solutions through its Worldwide Communications & Services segment.

The Company operates in the United States, Canada, Latin America and Europe. The Company distributes to the United States and Canada from its Southaven, Mississippi distribution center; to Latin America principally from distribution centers located in Florida, Mexico, Brazil and Colombia; and to Europe from distribution centers located in Belgium, France, Germany and the United Kingdom.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of ScanSource, Inc. have been prepared by the Company’s management in accordance with United States generally accepted accounting principles ("US GAAP") for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments (consisting of normal recurring and non-recurring adjustments) which are, in the opinion of management, necessary to present fairly the financial position as of March 31, 2015 and June 30, 2014, the results of operations for the quarters and nine months ended March 31, 2015 and 2014, the statements of comprehensive income for the quarters and nine months ended March 31, 2015 and 2014 and the statements of cash flows for the nine months ended March 31, 2015 and 2014. The results of operations for the quarters and nine months ended March 31, 2015 and 2014 are not necessarily indicative of the results to be expected for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

Summary of Significant Accounting Policies

Except as described below, there have been no material changes to the Company’s significant accounting policies for the nine months ended March 31, 2015 from the information included in the notes to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2014. For a discussion of the Company’s significant accounting policies, please see the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company maintains some zero-balance, disbursement accounts at various financial institutions in which the Company does not maintain significant depository relationships. Due to the nature of the Company’s banking relationships with these institutions, the Company does not have the right to offset most if not all outstanding checks written from these accounts against cash on hand, and the respective institutions are not legally obligated to honor the checks until sufficient funds are transferred to fund the checks. Checks released but not yet cleared from these accounts in the amounts of $47.9 million and $84.1 million are included in accounts payable as of March 31, 2015 and June 30, 2014, respectively.

Recent Accounting Pronouncements

In May 2014, the FASB issued a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle of this standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction

8


price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. This guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early application is prohibited. The standard permits the use of either the retrospective or cumulative effect transition method. This guidance will be applicable to the Company for the fiscal year beginning July 1, 2017, which is the first quarter of fiscal year 2018. The Company is currently evaluating the impact on its consolidated financial statements upon the adoption of this new standard.

(2) Earnings Per Share

Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted-average number of common and potential common shares outstanding.
 
Quarter ended
 
Nine months ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net Income
$
12,943

 
$
16,949

 
$
48,972

 
$
54,684

Denominator:
 
 
 
 
 
 
 
Weighted-average shares, basic
28,646

 
28,502

 
28,590

 
28,275

Dilutive effect of share-based payments
209

 
228

 
235

 
273

Weighted-average shares, diluted
28,855

 
28,730

 
28,825

 
28,548

 
 
 
 
 
 
 
 
Net income per common share, basic
$
0.45

 
$
0.59

 
$
1.71

 
$
1.93

Net income per common share, diluted
$
0.45

 
$
0.59

 
$
1.70

 
$
1.92


For the quarter and nine months ended March 31, 2015, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 426,045 and 339,510, respectively. For the quarter and nine months ended March 31, 2014, there were 275,635 and 203,384 weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.

(3) Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consists of the following: 
 
March 31,
2015
 
June 30,
2014
 
(in thousands)
Foreign currency translation adjustment
$
(71,901
)
 
$
(16,700
)
Accumulated other comprehensive income (loss)
$
(71,901
)
 
$
(16,700
)
 
 
 
 

The tax effect of amounts in comprehensive income (loss) reflect a tax expense or benefit as follows:
 
Quarter ended March 31,
 
Nine Months ended March 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Tax expense (benefit)
$
1,090

 
$
(165
)
 
$
2,376

 
$
(184
)
 
 
 
 
 
 
 
 


9


(4) Acquisitions
Imago

On September 19, 2014, the Company acquired 100% of the shares of Imago Group plc, a European value-added distributor of video and voice communications equipment and services, through a newly-formed special purchase entity. Subsequent to the acquisition, the Company changed Imago's name to ScanSource Video Communications Ltd. (dba Imago ScanSource). Imago ScanSource joins the Company’s Worldwide Communications and Services operating segment. This acquisition supports the Company’s strategy to be the leading value-added distributor of video, voice, and networking solutions for resellers in Europe.

Under the Share Purchase Agreement, the Company structured the purchase transaction with an initial cash payment of $37.4 million, plus two additional annual cash installments for the twelve month periods ending September 30, 2015 and 2016, based on the financial performance of Imago ScanSource. The Company acquired $1.9 million of cash during the acquisition, resulting in net $35.5 million cash paid for Imago ScanSource. Please see Note 8, Fair Value of Financial Instruments for further information regarding the fair value accounting for this contingent consideration.
Pro forma results of operations and a complete purchase price allocation have not been presented for this acquisition because the results of this acquisition are not material to our consolidated results. The purchase price of this acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date, resulting in goodwill and identifiable intangible assets. As of the date of this report, the finalization of purchase accounting adjustments is incomplete, therefore, estimates provided are subject to change. The purchase price allocated to goodwill and identifiable intangible assets as of the acquisition date is estimated as follows:

 
Goodwill
 
Identifiable Intangible Assets
 
(in thousands)
Imago ScanSource
$
18,620

 
$
19,606


Intangible assets acquired include trade names, customer relationships, and non-compete agreements.

For tax purposes, due to the nondeductible nature of the amortization of identifiable intangible assets acquired, the Company recorded a deferred tax liability in the amount of $4.1 million. The deferred tax liability represents the difference between the book and tax bases in the assets and will decrease over time as the assets are amortized for book purposes.

Network1

On January 13, 2015, the Company acquired 100% of the shares of Intersmart Comércio Importação Exportação de Equipamentos Eletrônicos, S.A., a corporation organized under the laws of the Federative Republic of Brazil, and its related entities (collectively “Network1”) from the Network1 shareholders. Network1 is a Brazilian value-added distributor of communications equipment and services and joins the Company’s Worldwide Communications and Services operating segment. ScanSource is committed to becoming the leading value-added distributor of communications solutions for resellers in Latin America, and this acquisition represents an important step in this strategy.

Under the Share Purchase Agreement, the Company structured the purchase transaction with an initial cash payment of approximately $29.1 million, plus additional annual cash installments based on a form of adjusted earnings before interest expense, taxes, depreciation and amortization ("adjusted EBITDA") over the next four years, commencing with the period ending June 30, 2015. The Company acquired $4.8 million of cash during the acquisition, resulting in $24.2 million net cash paid for Network1. The Company assumed net debt of $34.7 million as part of the initial purchase consideration.

Pro forma results of operations and a complete purchase price allocation have not been presented for this acquisition because the results of this acquisition are not material to our consolidated results. The purchase price of this acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date. As of the date of this report, initial purchase accounting for the business combination, which includes valuation of the pre-acquisition contingencies and related indemnification receivables, contingent consideration, intangible assets, and certain tangible assets, has not been finalized, therefore, purchase price allocation estimates presented are subject to change. Please see Note 8, Fair Value of Financial Instruments for further information regarding the fair value accounting for this contingent consideration and Note 10, Commitments and Contingencies for further information regarding pre-acquisition contingencies and related indemnification receivables.


10


 
Goodwill
 
Identifiable Intangible Assets
 
(in thousands)
Network1
$
22,014

 
$
23,561


Intangible assets acquired include trade names, customer relationships, and non-compete agreements.
(5) Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended March 31, 2015, by reporting segment, are as follows:
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Balance as of June 30, 2014
$
16,876

 
$
15,466

 
$
32,342

Additions

 
40,634

 
40,634

     Foreign currency translation adjustment
(1,671
)
 
(6,457
)
 
(8,128
)
Balance as of March 31, 2015
$
15,205

 
$
49,643

 
$
64,848


Included within other non-current assets in the Condensed Consolidated Balance Sheets are net identifiable intangible assets of $46.9 million and $16.0 million at March 31, 2015 and June 30, 2014, respectively. The increase in net identifiable intangible assets is due to those acquired related to the Imago ScanSource and Network1 acquisitions. These amounts relate to acquired intangible assets including trade names, customer relationships, non-compete agreements, and distributor agreements.

(6) Short-Term Borrowings and Long-Term Debt

Short-Term Borrowings

Imago ScanSource has multi-currency invoice discounting credit facilities secured by the subsidiary’s assets for its operations based in the United Kingdom and France. The invoice discounting facilities allow for the issuance of funds up to 85% of the amount of each invoice processed, subject to limits by currency of £4.1 million, €4.1 million, and $0.7 million. Borrowings under the invoice discounting facilities bear interest at a base rate determined by currency, plus a spread of 1.85%. The base rate is the United Kingdom base rate published by the Bank of England for GBP-based borrowings, 30-day Euro Interbank Offered Rate ("EUROLIBOR") for Euro-based borrowings, and the Lloyds Bank daily USD published rate for the USD-based borrowings. Additionally, the Company is assessed an annual commitment fee of less than £0.1 million. There were no outstanding balances at March 31, 2015.

Network1, a subsidiary of the Company, has a term loan agreement, denominated in the US dollar, with Banco Santander to provide funding for working capital needs. The loan is secured by accounts receivable of the subsidiary and a personal guarantee of a former shareholder. In general, in the absence of an event of default, the term loan matures on May 18, 2015. The terms of the loan provide for payment upon maturity and bear interest at 2.09% per annum. The loan possesses a cross currency swap contract which bears interest at a base rate equal to the Average One-Day Interbank Deposit Rate ("CDI" rate), plus a spread of 1.84% per annum. The CDI interest rate at March 31, 2015 was approximately 12.6%. As of March 31, 2015, the subsidiary was in compliance with all covenants under this loan. The outstanding balance as of March 31, 2015 was $1.5 million.

Revolving Credit Facility

The Company has a $300 million multi-currency senior secured revolving credit facility that was scheduled to mature on October 11, 2016. On November 6, 2013, the Company entered into an amendment of this credit facility ("Amended Credit Agreement") with JPMorgan Chase Bank N.A., as administrative agent, and a syndicate of banks to extend its maturity to November 6, 2018. The Amended Credit Agreement allows for the issuance of up to $50 million for letters of credit and has a $150 million accordion feature that allows the Company to increase the availability to $450 million, subject to obtaining additional credit commitments for the lenders participating in the increase. The Company incurred debt issuance costs of $0.5 million in connection with the Amended Credit Agreement, which were capitalized to other assets on the Condensed Consolidated Balance Sheets and added to the unamortized debt issuance costs from the previous credit facility.

11



At the Company's option, loans denominated in U.S. dollars under the Amended Credit Agreement, other than swingline loans, bear interest at a rate equal to a spread over the London Interbank Offered Rate ("LIBOR") or alternate base rate depending upon the Company's ratio of total debt (excluding accounts payable and accrued liabilities), measured as of the end of the most recent quarter, to adjusted earnings before interest expense, taxes, depreciation and amortization ("EBITDA") for the most recently completed four quarters (the "Leverage Ratio"). The Leverage Ratio calculation excludes the Company's subsidiaries in Brazil. This spread ranges from 1.00% to 2.25% for LIBOR-based loans and 0.00% to 1.25% for alternate base rate loans. The spread in effect for the period ended March 31, 2015 was 1.00% for LIBOR-based loans and 0.00% for alternate base rate loans. Additionally, the Company is assessed commitment fees ranging from 0.175% to 0.40%, depending upon the Leverage Ratio, on non-utilized borrowing availability, excluding swingline loans. The commitment fee rate in effect for the period ended March 31, 2015 was 0.175%. Borrowings are guaranteed by substantially all of the domestic assets of the Company and a pledge of up to 65% of capital stock or other equity interest in certain foreign subsidiaries determined to be either material or a subsidiary borrower as defined in the Amended Credit Agreement. The Company was in compliance with all covenants under the credit facility as of March 31, 2015. There were no outstanding balances at March 31, 2015 and June 30, 2014.

The average daily balance during the nine month period ended March 31, 2015 and 2014 was $2.2 million and $0.0 million, respectively. There was $300 million available for additional borrowings as of March 31, 2015 and 2014, and there were no letters of credit issued under the revolving credit facility.

Long-Term Debt

On August 1, 2007, the Company entered into an agreement with the State of Mississippi to provide financing for the acquisition and installation of certain equipment to be utilized at the Company’s Southaven, Mississippi distribution facility, through the issuance of an industrial development revenue bond. The bond matures on September 1, 2032 and accrues interest at the 30-day LIBOR rate plus a spread of 0.85%. The terms of the bond allow for payment of interest only for the first 10 years of the agreement, and then, starting on September 1, 2018 through 2032, principal and interest payments are due until the maturity date or the redemption of the bond. The agreement also provides the bondholder with a put option, exercisable only within 180 days of each fifth anniversary of the agreement, requiring the Company to pay back the bonds at 100% of the principal amount outstanding. As of March 31, 2015, the Company was in compliance with all covenants under this bond. The balance on the bond was $5.4 million as of March 31, 2015 and June 30, 2014 and is included in long-term debt. The interest rate at March 31, 2015 and June 30, 2014 was 1.02% and 1.00%, respectively.

Network1 has multiple term loan agreements, denominated in Brazilian reais, with Banco Bradesco, to provide funding for working capital needs. The agreements are collectively secured by accounts receivable of the subsidiary and a personal guarantee by a former shareholder. In general, in the absence of an event of default, the term loans mature on May 9, 2016. The terms of the loans provide for bi-annual payments of varying amounts and bear interest at 11.48% per annum. As of March 31, 2015, the subsidiary was in compliance with all covenants under this loan. The outstanding balance as of March 31, 2015 was $2.6 million, of which $1.9 million is classified as current.

Network1 holds a term loan agreement, denominated in the Brazilian real, with Banco do Brasil to provide funding for working capital needs. The loan is secured by accounts receivable of the subsidiary and a personal guarantee by a former shareholder. In general, in the absence of an event of default, the term loan matures on October 28, 2017. The terms of the loan provide for monthly payments and bear interest at 12.08% per annum. As of March 31, 2015, the subsidiary was in compliance with all covenants under this loan. The outstanding balance as of March 31, 2015 was $1.0 million, of which $0.4 million is classified as current.
 
Network1 holds a term loan agreement, denominated in the US dollar, with Banco Safra to provide funding for working capital needs. The loan is secured by accounts receivable of the subsidiary. In general, in the absence of an event of default, the term loan matures on September 21, 2015. The terms of the loan provide for quarterly payments and bear interest at 3.6% per annum. The loan possesses a cross currency swap contract which bears interest at a base rate equal to the CDI rate, plus a spread 2.75% per annum. The CDI interest rate at March 31, 2015 was approximately 12.6%. As of March 31, 2015, the subsidiary was in compliance with all covenants under this loan. The outstanding balance as of March 31, 2015 was $1.3 million, all of which is classified as current.

Please see Note 7, Derivatives and Hedging Activities for further information regarding the cross currency swaps.





12


Debt Issuance Costs

As of March 31, 2015, net debt issuance costs associated with the credit facility and bonds totaled $1.1 million and are being amortized on a straight-line basis through the maturity date of each respective debt instrument.

13


(7) Derivatives and Hedging Activities

The Company’s results of operations could be materially impacted by significant changes in foreign currency exchange rates and interest rates. These risks and the management of these risks are discussed in greater detail below. In an effort to manage the exposure to these risks, the Company periodically enters into various derivative instruments. The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments in accordance with US GAAP. The Company records all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedging instruments or the ineffective portions of cash flow hedges are adjusted to fair value through earnings in other income and expense.

Foreign Currency Derivatives – The Company conducts a portion of its business internationally in a variety of foreign currencies. The exposure to market risk for changes in foreign currency exchange rates arises from foreign currency-denominated assets and liabilities, and transactions arising from non-functional currency financing or trading activities. The Company’s objective is to preserve the economic value of non-functional currency-denominated cash flows. The Company attempts to hedge transaction exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through forward contracts or other hedging instruments with third parties. These contracts will periodically hedge the exchange of various currencies, including the U.S. dollar, euro, British pound, Canadian dollar, Mexican peso, Colombian peso, Chilean peso and Brazilian real. While the Company utilizes foreign exchange contracts to hedge foreign currency exposure, the Company's foreign exchange policy prohibits the use of derivative financial instruments for speculative purposes.

The Company had contracts outstanding for purposes of managing cash flows with notional amounts of $84.7 million and $62.5 million for the exchange of foreign currencies as of March 31, 2015 and June 30, 2014, respectively. To date, the Company has chosen not to designate these derivatives as hedging instruments, and accordingly, these instruments are adjusted to fair value through earnings in other income and expense. Summarized financial information related to these derivative contracts and changes in the underlying value of the foreign currency exposures are as follows:
 
Quarter ended
 
Nine months ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Net foreign exchange derivative contract (gains) losses
$
(3,255
)
 
$
114

 
$
(6,741
)
 
$
2,511

Net foreign currency transactional and re-measurement (gains) losses
4,881

 
(57
)
 
9,347

 
(2,185
)
Net foreign currency (gains) losses
$
1,626

 
$
57

 
$
2,606

 
$
326


Net foreign exchange gains and losses consist of foreign currency transactional and functional currency re-measurements, offset by net foreign currency exchange contract gains and losses and are included in other income and expense. Foreign exchange gains and losses are generated as the result of fluctuations in the value of the British pound versus the euro, the U.S. dollar versus the euro, the U.S. dollar versus the Brazilian real and other currencies versus the U.S. dollar.

Cross Currency Swaps – Through the acquisition of Network1, the Company has borrowings denominated in foreign currencies that have primarily been hedged into the functional currency of the respective borrowing entity using cross currency swaps in order to mitigate the impact of foreign currency exposures and interest rate exposures on these borrowings. These swaps involve the exchange of principal and fixed interest receipts of U.S. dollar-denominated debt held by one of our Brazilian subsidiaries (Network1) for principal and variable interest payments in Brazilian reais. The impact of the changes in foreign exchange rates of the cross currency debt instruments are recognized as adjustments to other income and expense in the Condensed Consolidated Income Statements. Interest rate differentials paid or received under the swap agreements are recognized as adjustments to interest expense in the Condensed Consolidated Income Statements, which totaled approximately $0.4 million during the quarter ended March 31, 2015. The fair value of the swaps was a receivable of $0.7 million as of March 31, 2015 and is included in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.










14


The Company used the following derivative instruments, located on its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above:
 
As of March 31, 2015
 
Fair Value  of
Derivatives
Designated as Hedge
Instruments
 
Fair Value  of
Derivatives
Not Designated as Hedge
Instruments
 
(in thousands)
Derivative assets:(a)
 
 
 
Forward foreign currency exchange contracts
$

 
$
9

Cross currency swap agreements
$

 
$
651

Derivative liabilities:(b)
 
 
 
Forward foreign currency exchange contracts
$

 
$
571

(a)
All derivative assets are recorded as prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.
(b)
All derivative liabilities are recorded as accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.


15


(8) Fair Value of Financial Instruments

Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the fair value hierarchy, which groups fair value measured assets and liabilities based upon the following levels of inputs:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

The assets and liabilities maintained by the Company that are required to be measured or disclosed at fair value on a recurring basis include the Company’s various debt instruments, deferred compensation plan investments, outstanding foreign exchange forward contracts, cross currency swap agreements and contingent consideration owed to the previous owners of Brasil Distribuidora de Tecnologias Especiais LTDA ("CDC" or "ScanSource Brasil"), Imago ScanSource and Network1. The carrying value of debt is considered to approximate fair value, as the Company’s debt instruments are either indexed to a variable rate using the market approach (Level 2 criteria) or the fixed rate applied approximates the variable rate published as of March 31, 2015.

The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis as of March 31, 2015:
 
Total
 
Quoted
prices in
active
markets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
(in thousands)
Assets:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
15,791

 
$
15,791

 
$

 
$

Forward foreign currency exchange contracts
9

 

 
9

 

Cross currency swap agreements
651

 

 
651

 

Total assets at fair value
$
16,451

 
$
15,791

 
$
660

 
$

Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
15,791

 
$
15,791

 
$

 
$

Forward foreign currency exchange contracts
571

 

 
571

 

Liability for contingent consideration, current and non-current portion
31,358

 

 

 
31,358

Total liabilities at fair value
$
47,720

 
$
15,791

 
$
571

 
$
31,358



















16


The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis as of June 30, 2014:
 
Total
 
Quoted
prices in
active
markets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
(in thousands)
Assets:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
14,044

 
$
14,044

 
$

 
$

Forward foreign currency exchange contracts
65

 

 
65

 

Total assets at fair value
$
14,109

 
$
14,044

 
$
65

 
$

Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
14,044

 
$
14,044

 
$

 
$

Forward foreign currency exchange contracts
119

 

 
119

 

Liability for contingent consideration, current and non-current portion
11,107

 

 

 
11,107

Total liabilities at fair value
$
25,270

 
$
14,044

 
$
119

 
$
11,107


The investments in the deferred compensation plan are held in a rabbi trust and include mutual funds and cash equivalents for payment of non-qualified benefits for certain retired, terminated or active employees. These investments are recorded to prepaid expenses and other current assets or other non-current assets depending on their corresponding, anticipated distributions to recipients, which are reported in accrued expenses and other current liabilities or other long-term non-current liabilities, respectively.

Derivative instruments, such as, foreign currency forward contracts and cross currency swap agreements are measured using the market approach on a recurring basis considering foreign currency spot rates and forward rates quoted by banks or foreign currency dealers and interest rates quoted by banks (Level 2). See Note 7 - Derivatives and Hedging Activities. Foreign currency contracts and cross currency swap agreements are classified in the consolidated balance sheet as prepaid expenses and other current assets or accrued expenses and other current liabilities, depending on the respective instruments' favorable or unfavorable positions.

The Company recorded contingent consideration liabilities at the acquisition date of CDC, Imago ScanSource and Network1 representing the amounts payable to former shareholders, as outlined under the terms of the Share Purchase Agreements, based upon the achievement of a projected earnings measure, net of specific pro forma adjustments. The current and non-current portions of these obligations are reported separately on the Condensed Consolidated Balance Sheets. The fair value of the contingent considerations (Level 3) are determined using a form of a probability weighted discounted cash flow model. Subsequent changes in the fair value of the contingent consideration liabilities are recorded to the change in fair value of contingent consideration line item in the Condensed Consolidated Income Statements. Fluctuations due to foreign currency translation are captured in other comprehensive income through the changes in foreign currency translation adjustments line item as seen in Note 3 - Accumulated Other Comprehensive Income (Loss).

CDC is part of the Company's Worldwide Barcode and Security Segment, and Imago ScanSource and Network1 are part of the Company's Worldwide Communications and Services segment.

















17


The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the CDC, Imago ScanSource and Network1 earnouts for the quarter and nine months ended March 31, 2015:
 
Contingent consideration for the quarter ended
 
Contingent consideration for the nine months ended
 
March 31, 2015
 
March 31, 2015
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Fair value at beginning of period
$
4,952

 
$
5,053

 
$
10,005

 
$
11,107

 
$

 
$
11,107

Issuance of contingent consideration

 
27,052

 
27,052

 

 
32,035

 
32,035

Payments
(111
)
 

 
(111
)
 
(5,640
)
 

 
(5,640
)
Change in fair value of contingent consideration
172

 
113

 
285

 
830

 
432

 
1,262

Foreign currency translation adjustment
(853
)
 
(5,020
)
 
(5,873
)
 
(2,137
)
 
(5,269
)
 
(7,406
)
Fair value at end of period
$
4,160

 
$
27,198

 
$
31,358

 
$
4,160

 
$
27,198

 
$
31,358


The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the CDC earnout for the quarter and nine months ended March 31, 2014:
 
Contingent consideration for the quarter ended
 
Contingent consideration for the nine months ended
 
March 31, 2014
 
March 31, 2014
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Fair value at beginning of period
$
9,547

 
$

 
$
9,547

 
$
12,545

 
$

 
$
12,545

Payments
(147
)
 

 
(147
)
 
(3,793
)
 

 
(3,793
)
Change in fair value of contingent consideration
981

 

 
981

 
2,218

 

 
2,218

Foreign currency translation adjustment
355

 

 
355

 
(234
)
 

 
(234
)
Fair value at end of period
$
10,736

 
$

 
$
10,736

 
$
10,736

 
$

 
$
10,736


The fair values of amounts owed are recorded in current portion of contingent consideration and long-term portion of contingent consideration in the Company’s Condensed Consolidated Balance Sheets. The U.S. dollar amounts of actual disbursements made in connection with future earnout payments are subject to change as the liability is denominated in currencies other than the U.S. dollar and subject to foreign exchange fluctuation risk. The Company will revalue the contingent consideration liabilities at each reporting date through the last payment, with changes in the fair value of the contingent consideration reflected in the change in fair value of contingent consideration line item on the Company’s Condensed Consolidated Income Statements that is included in the calculation of operating income. The fair value of the contingent consideration liabilities associated with future earnout payments is based on several factors, including:

estimated future results, net of pro forma adjustments set forth in the Share Purchase Agreements;
the probability of achieving these results; and
a discount rate reflective of the Company’s creditworthiness and market risk premium associated with the Brazilian and European markets.

A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration.







18


Barcode and Security Segment

The fair value of the liability for the contingent consideration related to CDC recognized at March 31, 2015 was $4.2 million, all of which is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a loss of $0.2 million and $0.8 million for the quarter and nine months ended March 31, 2015. The change for the quarter and year to date period is largely driven by the recurring amortization of the unrecognized fair value discount. In addition, volatility in the foreign exchange between the Brazilian real and the U.S. dollar has driven changes in the translation of this Brazilian real denominated liability. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range up to $4.4 million, based on the Company’s best estimate of the earnout calculated on a multiple of adjusted earnings.

Communications and Services Segment

The fair value of the liability for the contingent consideration related to Imago ScanSource recognized at March 31, 2015 was $4.9 million of which $2.3 million is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a loss of $0.1 million and $0.4 million for the quarter and nine months ended March 31, 2015. The change for the quarter and year to date period is largely driven by the recurring amortization of the unrecognized fair value discount and changes in the probability assumption of future achievable results. In addition, volatility in the foreign exchange between the British pound and the U.S. dollar has driven changes in the translation of this British pound denominated liability. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range between $4.5 million and $5.8 million, based on the Company’s best estimate of the earnout calculated on a multiple of adjusted earnings, before interest expense, income taxes, depreciation and amortization.

The fair value of the liability for the contingent consideration related to Network1 recognized at March 31, 2015 was $22.3 million of which $3.5 million is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a loss of less than $0.1 million for the quarter and nine months ended March 31, 2015. The change for the quarter and year to date period is largely driven by the recurring amortization of the unrecognized fair value discount, offset by less than expected actual results. In addition, volatility in the foreign exchange between the Brazilian real and the U.S. dollar has driven changes in the translation of this Brazilian real denominated liability. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range up to $30.7 million, based on the Company’s best estimate of the earnout calculated on a multiple of adjusted earnings, before interest expense, income taxes, depreciation and amortization, plus the effects of foreign exchange.




19



(9) Segment Information

The Company is a leading distributor of specialty technology products, providing value-added distribution sales to resellers in specialty technology markets. The Company has two reportable segments, based on product and service type.

Worldwide Barcode & Security Segment

The Barcode & Security distribution segment focuses on automatic identification and data capture ("AIDC"), point-of-sale ("POS"), electronic physical security, and 3D printing technologies. We have business units within this segment for sales and merchandising functions, including ScanSource POS and Barcode business units in North America, Latin America, and Europe and the ScanSource Security business unit in North America. We see adjacencies among these technologies in helping our resellers develop solutions, such as with networking products. AIDC and POS products interface with computer systems used to automate the collection, processing and communication of information for commercial and industrial applications, including retail sales, distribution, shipping, inventory control, materials handling, warehouse management and health care applications. Electronic physical security products include identification, access control, video surveillance, intrusion-related and wireless and networking infrastructure products. 3D printing solutions replace and complement traditional methods and reduce the time and cost of designing new products by printing real parts directly from digital input.

Worldwide Communications & Services Segment

The Communications & Services distribution segment focuses on communications technologies and services. We have business units within this segment for sales and merchandising functions, and these business units offer voice, video conferencing, wireless, data networking and converged communications solutions in North America, Latin America, and Europe. As these solutions come together on IP networks, new opportunities are created for value-added resellers to move into adjacent solutions for all vertical markets, including education, healthcare, and government. ScanSource Services Group delivers value-added support programs and services, including education and training, network assessments, custom configuration, implementation and marketing to help resellers develop a new technology practice, or to extend their capability and reach.








20


Selected financial information for each business segment is presented below:
 
Quarter ended
 
Nine months ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Sales:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
422,061

 
$
455,822

 
$
1,422,793

 
$
1,382,672

Worldwide Communications & Services
341,142

 
227,176

 
939,148

 
772,848

 
$
763,203

 
$
682,998

 
$
2,361,941

 
$
2,155,520

 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
1,172

 
$
1,024

 
$
3,248

 
$
3,159

Worldwide Communications & Services
2,538

 
719

 
4,802

 
2,232

 
$
3,710

 
$
1,743

 
$
8,050

 
$
5,391

Operating income:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
10,327

 
$
13,820

 
$
36,444

 
$
38,734

Worldwide Communications & Services
11,461

 
11,845

 
43,136

 
42,613

Corporate (1)
(292
)
 

 
(3,116
)
 

 
$
21,496

 
$
25,665

 
$
76,464

 
$
81,347

Capital expenditures:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
508

 
$
204

 
$
686

 
$
507

Worldwide Communications & Services
521

 
130

 
822

 
249

Corporate
5,042

 
6,029

 
18,346

 
6,029

 
$
6,071

 
$
6,363

 
$
19,854

 
$
6,785

Sales by Geography Category:
 
 
 
 
 
 
 
North America
$
545,764

 
$
508,751

 
$
1,751,435

 
$
1,637,308

International
228,461

 
184,225

 
644,341

 
553,318

Less intercompany sales
(11,022
)
 
(9,978
)
 
(33,835
)
 
(35,106
)
 
$
763,203

 
$
682,998

 
$
2,361,941

 
$
2,155,520

 
 
 
 
 
 
 
 
(1) For the quarter and nine months ended March 31, 2015, the amount shown includes acquisition costs.

 
March 31, 2015
 
June 30, 2014
 
(in thousands)
Assets:
 
 
 
Worldwide Barcode & Security
$
650,276

 
$
702,230

Worldwide Communications & Services
575,824

 
431,908

Corporate
120,819

 
200,986

 
$
1,346,919

 
$
1,335,124

Property and equipment, net by Geography Category:
 
 
 
North America
$
42,176

 
$
28,673

International
5,225

 
3,150

 
$
47,401

 
$
31,823



21


(10) Commitments and Contingencies

The Company and its subsidiaries are, from time to time, parties to lawsuits arising out of operations. Although there can be no assurance, based upon information known to the Company, the Company believes that any liability resulting from an adverse determination of such lawsuits would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company is in the process of implementing a new Enterprise Resource Planning ("ERP") system. In December 2013, the Company retained SAP for software platform and implementation consulting services on the new ERP system. The Company's European operations, excluding Imago ScanSource, began utilizing the new ERP system during the third quarter of the current fiscal year. The Company is currently working on the implementation of the new ERP platform in North America. For the quarter and nine months ended March 31, 2015, the Company incurred $3.5 million and $15.3 million, respectively, in the form of capital expenditures related to the ERP project. Amounts in accrued expenses and other current liabilities related to capital expenditures totaled $0.0 million and $3.0 million as of March 31, 2015 and June 30, 2014, respectively. Total capital expenditures for fiscal 2015 could range from $20 million to $21 million.

During the Company's due diligence for the CDC and Network1 acquisitions, several pre-acquisition contingencies were identified regarding various Brazilian federal and state tax exposures. The Company is able to record indemnification receivables that are reported gross of the pre-acquisition contingency liabilities as they were escrowed or claimed against future earnout payments in the Share Purchase and Sale Agreement. However, indemnity claims can be made up to the entire purchase price, which includes the initial payment and all future earnout payments. The table below summarizes the balances and line item presentation of these pre-acquisition contingencies and corresponding indemnification receivables in the Company's Condensed Consolidated Balance Sheets as of March 31, 2015:
 
CDC
 
Network1
 
(in thousands)
Assets
 
 
 
Prepaid expenses and other current assets
$
3,053

 
$
502

Other non-current assets
$
67

 
$
10,415

Liabilities
 
 
 
Accrued expenses and other current liabilities
$
3,053

 
$
502

Other long-term liabilities
$
67

 
$
10,415


The table below summarizes the balances and line item presentation of these pre-acquisition contingencies and corresponding indemnification receivables in the Company's Condensed Consolidated Balance Sheets as of June 30, 2014:

 
CDC
 
Network1
 
(in thousands)
Assets
 
 
 
Prepaid expenses and other current assets
$
5,023

 
$

Other non-current assets
$
1,221

 
$

Liabilities
 
 
 
Accrued expenses and other current liabilities
$
5,023

 
$

Other long-term liabilities
$
1,221

 
$


Changes in these contingent liabilities and receivables from June 30, 2014, are primarily driven by foreign currency translation and the addition of contingent liabilities assumed through the Network1 acquisition.

(11) Income Taxes
The Company had approximately $1.3 million and $1.2 million of total gross unrecognized tax benefits as of March 31, 2015 and June 30, 2014, respectively. Of this total at March 31, 2015, approximately $0.8 million represents the amount of unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. The Company does not believe that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.
The Company conducts business globally and, as a result, one or more of its subsidiaries files income tax returns in the U.S. federal, various state, local and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in countries and states in which it operates. With certain exceptions, the Company is no longer subject to state and local, or non-U.S. income tax examinations by tax authorities for the years before June 30, 2010.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of March 31, 2015, the Company had approximately $1.3 million accrued for interest and penalties.

Income taxes for the interim period presented have been included in the accompanying condensed consolidated financial statements on the basis of an estimated annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, the Company includes certain items treated as discrete events to arrive at an estimated overall tax provision. There were no material discrete items during the period.

The Company’s effective tax rate differs from the federal statutory rate of 35% primarily as a result of income derived from tax jurisdictions with varying income tax rates, nondeductible expenses, and state income taxes.

The Company has provided for U.S. income taxes for the current earnings of its Canadian subsidiary.  Earnings from all other geographies will continue to be considered retained indefinitely for reinvestment. 
Financial results in prior quarters have generated pre-tax losses in Europe, which were primarily the result of our European Communications business, and could affect the valuation of certain deferred tax assets. In the judgment of management, it is more likely than not that the deferred tax asset will be realized.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

ScanSource, Inc. is a leading international wholesale distributor of specialty technology products. ScanSource, Inc. and its subsidiaries (the "Company") provide value-added distribution services for over 300 technology manufacturers and sell to approximately 35,000 resellers in the following specialty technology markets: POS and Barcode, Security, 3D Printing, and Communications.

The Company operates in the United States, Canada, Latin America and Europe. The Company distributes to the United States and Canada from its Southaven, Mississippi distribution center; to Latin America principally from distribution centers located in Florida, Mexico, Brazil and Colombia; and to Europe principally from distribution centers in Belgium, France, Germany and the United Kingdom.

The Company distributes products for many of its key vendors in all of its geographic markets; however certain vendors only allow distribution to specific geographies. The Company's key vendors in barcode technologies include Bematech, Cisco, Datalogic, Elo, Epson, Honeywell, Ingenico, Intermec by Honeywell, NCR, Toshiba Global Commerce Solutions, Verifone and Zebra. The Company's key vendors for security technologies include Arecont, Axis, Bosch, Cisco, Datacard, Exacq Technologies, Fargo, HID, March Networks, Panasonic, Ruckus Wireless, Samsung, Sony and Zebra Card. The Company's key vendors in communications technologies include Aruba, Avaya, AudioCodes, Cisco, Dialogic, Extreme Networks, Jabra, Meru Networks, Plantronics, Polycom, Shoretel, Spectralink and Sonus.

On September 19, 2014, the Company acquired 100% of the shares of Imago Group plc, a European value-added distributor of video and voice communications equipment and services, through a newly-formed special purchase entity. Subsequent to the acquisition, the Company changed Imago's name to ScanSource Video Communications Ltd. (dba Imago ScanSource). Imago ScanSource is an addition to the Company’s Worldwide Communications and Services operating segment. This acquisition supports the Company’s strategy to be the leading value-added distributor of video, voice, and data solutions for resellers in Europe.

On January 13, 2015, the Company acquired 100% of the shares of Network1, a Brazilian value-added distributor of communications equipment and services. Network1 joins the Company’s Worldwide Communications and Services operating segment. ScanSource is committed to becoming the leading value-added distributor of communications solutions for resellers in Latin America, and this acquisition represents an important step in this strategy.


22


During fiscal year 2014, the Barcode & Security distribution segment added 3D printing solutions as a product offering targeting the manufacturing, healthcare, aerospace, and automotive markets. 3D printing solutions replace and complement traditional methods and reduce the time and cost of designing new products by printing real parts directly from digital input.
 
The Company operates under two segments: Worldwide Barcode & Security and Worldwide Communications & Services. The management structure for our reporting segments allows each worldwide segment to have its own president and globally leverages the Company's leadership in specific technology markets.

Our objective is to continue to grow profitable sales in the technologies we distribute. We continue to evaluate strategic acquisitions to enhance our technological and geographic portfolios, as well as introduce new product lines to our line card. In doing so, we face numerous challenges that require attention and resources. Certain business units and geographies continue to experience increased competition for the products we distribute. This competition may come in the form of pricing, credit terms, service levels and product availability. As this competition could affect both our market share and pricing of our products, we may change our strategy in order to effectively compete in the marketplace.

The Company is in the process of implementing a new Enterprise Resource Planning ("ERP") system. In December 2013, the Company retained SAP for software platform and implementation consulting services on the new ERP system. The Company's European operations, excluding Imago ScanSource, began utilizing the new ERP system on February 2, 2015. The Company is currently working on the implementation of the new ERP platform in North America. Given the global design of the Company's new ERP system, the Company is no longer capitalizing expenses associated with the implementation of the new ERP system, following the February 2015 implementation in Europe. ERP costs are included in selling, general and administrative costs ("SG&A").

Evaluating Financial Condition and Operating Performance

In addition to disclosing results that are determined in accordance with United States generally accepted accounting principles ("US GAAP"), we also disclose certain non-GAAP financial measures. These measures include non-GAAP operating income, non-GAAP net income, non-GAAP EPS, return on invested capital ("ROIC") and "constant currency," a measure that excludes the translation exchange impact from changes in foreign currency exchange rates between reporting periods. We use non-GAAP financial measures to better understand and evaluate performance, including comparisons from period to period.

These non-GAAP financial measures have limitations as analytical tools, and the non-GAAP financial measures that we report may not be comparable to similarly titled amounts reported by other companies. Analysis of results and outlook on a non-GAAP basis should be considered in addition to, and not in substitution for or as superior to, measurements of financial performance prepared in accordance with US GAAP.

Non-GAAP Operating Income, Non-GAAP Net Income and Non-GAAP EPS

To evaluate current period performance on a clearer and more consistent basis with prior periods, the Company discloses non-GAAP operating income, non-GAAP net income and non-GAAP diluted earnings per share. The Company completed acquisitions on September 19, 2014 and January 13, 2015, both of which were structured with earnout payments. Given the size of the acquisitions and potential variability of fair value adjustments on operating results, non-GAAP results exclude amortization of intangible assets related to acquisitions, change in fair value of contingent consideration, and acquisition costs. Non-GAAP operating income, non-GAAP pre-tax income, non-GAAP net income and non-GAAP diluted EPS are useful in better assessing and understanding the Company's operating performance, especially when comparing results with previous periods or forecasting performance for future periods.







23


Below we are providing a non-GAAP reconciliation of operating income, net income and earnings per share adjusted for the costs and charges mentioned above:
 
Quarter ended March 31, 2015
 
Quarter ended March 31, 2014
 
Operating Income
 
Pre-Tax Income
 
Net Income
 
Diluted EPS
 
Operating Income
 
Pre-Tax Income
 
Net Income
 
Diluted EPS
 
(in thousands)
GAAP Measures
$
21,496

 
$
19,821

 
$
12,943

 
$
0.45

 
$
25,665

 
$
25,980

 
$
16,949

 
$
0.59

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
2,114

 
2,114

 
1,464

 
0.05

 
909

 
909

 
595

 
0.02

Change in fair value of contingent consideration
285

 
285

 
200

 
0.01

 
981

 
981

 
647

 
0.02

Acquisition costs
292

 
292

 
292

 
0.01

 

 

 

 

Non-GAAP measures
$
24,187

 
$
22,512

 
$
14,899

 
$
0.52

 
$
27,555

 
$
27,870

 
$
18,191

 
$
0.63

Return on Invested Capital

Management uses ROIC as a performance measurement to assess efficiency at allocating capital under the Company's control to generate returns. Management believes this metric balances the Company's operating results with asset and liability management, is not impacted by capitalization decisions and is considered to have a strong correlation with shareholder value creation. In addition, it is easily computed, communicated and understood. ROIC also provides management a measure of the Company's profitability on a basis more comparable to historical or future periods.

ROIC assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operating performance. Adjusted EBITDA excludes changes in fair value of contingent consideration and acquisition costs. We believe the calculation of ROIC provides useful information to investors and is an additional relevant comparison of our performance during the year. In addition, the Company's Board of Directors uses ROIC in evaluating business and management performance. Certain management incentive compensation targets are set and measured relative to ROIC.
 
We calculate ROIC as earnings before interest expense, income taxes, depreciation and amortization, plus change in fair value of contingent consideration and other non-GAAP adjustments ("adjusted EBITDA") divided by invested capital. Invested capital is defined as average equity plus average daily funded interest-bearing debt for the period. The following table summarizes annualized return on invested capital ratio for the quarters ended March 31, 2015 and 2014, respectively:
  
Quarter ended March 31,
 
2015
 
2014
Return on invested capital ratio, annualized(a)
12.1
%
 
15.3
%
(a)
The annualized EBITDA amount is divided by days in the quarter times 365 days per year (366 during leap years). There were 90 days in the current and prior year quarter.


24


The components of this calculation and reconciliation to our financial statements are shown on the following schedule:
 
Quarter ended March 31,
 
2015
 
2014
 
(in thousands)
Reconciliation of net income to EBITDA:
 
Net income (GAAP)
$
12,943

 
$
16,949

Plus: interest expense
891

 
217

Plus: income taxes
6,878

 
9,031

Plus: depreciation and amortization
3,710

 
1,743

EBITDA (non-GAAP)
24,422

 
27,940

Plus: Change in fair value of contingent consideration
285

 
981

Plus: Acquisition costs
$
292

 
$

Adjusted EBITDA (numerator for ROIC) (non-GAAP) (a)
$
24,999

 
$
28,921

 
Quarter ended March 31,
 
2015
 
2014
 
(in thousands)
Invested capital calculations:
 
Equity – beginning of the quarter
$
818,748

 
$
751,446

Equity – end of the quarter
799,051

 
772,786

Add: Change in fair value of contingent consideration, net of tax
200

 
647

Add: Acquisition costs, net of tax (b)
292

 

Average equity
809,146

 
762,440

Average funded debt (c) 
32,046

 
5,429

Invested capital (denominator for ROIC) (non-GAAP)
$
841,192

 
$
767,869


(a)
Adjusted EBITDA removes the impact of change in fair value of contingent consideration for the quarters ended March 31, 2015 and 2014 and acquisition costs for the quarter ended March 31, 2015. Adjusted EBITDA and the resulting change in ROIC is shown retrospectively.
(b)
Acquisition costs are nondeductible for tax purposes.
(c)
Average funded debt is calculated as the average daily amounts outstanding on our current and long-term interest-bearing debt.


25


Results of Operations
Currency

We make references to "constant currency," a non-GAAP performance measure that excludes the foreign exchange rate impact from fluctuations in the weighted-average foreign exchange rates between reporting periods. Constant currency is calculated by translating current period results from currencies other than the U.S. dollar using the comparable weighted-average foreign exchange rates from the prior year period. This information is provided to view financial results without the impact of fluctuations in foreign currency rates, thereby enhancing comparability between reporting periods.

Net Sales
The Company has two reportable segments, which are based on technologies. The following tables summarize the Company’s net sales results by technology segment and by geographic location for the quarters ended March 31, 2015 and 2014, respectively:
 
Quarter ended March 31,
 
 
Net Sales by Segment:
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 
Worldwide Barcode & Security
$
422,061

 
$
455,822

 
$
(33,761
)
 
(7.4
)%
Worldwide Communications & Services
341,142

 
227,176

 
113,966

 
50.2
 %
Total net sales
$
763,203

 
$
682,998

 
$
80,205

 
11.7
 %
 
 
 
 
 
 
 
 
 
Nine Months ended March 31,
 
 
 
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 

Worldwide Barcode & Security
$
1,422,793

 
$
1,382,672

 
$
40,121

 
2.9
 %
Worldwide Communications & Services
939,148

 
772,848

 
166,300

 
21.5
 %
Total net sales
$
2,361,941

 
$
2,155,520

 
$
206,421

 
9.6
 %

Worldwide Barcode & Security

The Barcode & Security distribution segment consists of sales to technology resellers in our ScanSource POS & Barcode business units in North America, Europe, Brazil and Latin America and our ScanSource Security business unit in North America. Sales for the Barcode & Security distribution segment decreased $33.8 million and increased $40.1 million, compared to the prior year quarter and nine month period, respectively. On a constant currency basis, net sales for the Barcode & Security distribution segment decreased $9.0 million, which represents a 2.0% decrease compared to the prior year quarter. Compared to the prior year nine month period, on a constant currency basis, net sales increased $79.6 million, which represents a 5.8% increase. The decrease in Barcode & Security sales for the current quarter as compared to the prior year is primarily due to a decline in big deals across several business units and translation of foreign currency denominated sales in our international operations due to a significant change in the foreign currency exchange rates of the U.S. dollar versus the euro and the Brazilian real. The increase in Barcode & Security sales for the nine month period as compared to the prior year period is primarily due to increased big deals in the first and second quarters for our North America and Europe POS & Barcode and Security businesses, partially offset by unfavorable foreign exchange rate variances.

Worldwide Communications & Services
The Communications & Services distribution segment consists of sales to technology resellers in our ScanSource Communications business units in North America, Europe and Brazil, Imago ScanSource in Europe, ScanSource Catalyst in North America, and ScanSource Services Group. Sales for the Communications & Services segment increased $114.0 million and $166.3 million compared to the prior year quarter and nine month period, respectively. On a constant currency basis, net sales for the Communications & Services distribution segment increased $117.1 million and $170.8 million, which represents a 51.5% and 22.1% increase compared to the prior year quarter and nine month period, respectively. The increase in Communications & Services sales for the current quarter and nine month period compared to the prior year is primarily due to the inclusion of Imago ScanSource and Network1 sales, which we acquired in September 2014 and January 2015, respectively. In addition, we had year-over-year growth in our North America Communications and Catalyst businesses.

26


 
Quarter ended March 31,
 
 
Net Sales by Geography:
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 
North America (U.S. and Canada)
$
534,742

 
$
498,773

 
$
35,969

 
7.2
%
International
228,461

 
184,225

 
44,236

 
24.0
%
Total net sales
$
763,203

 
$
682,998

 
$
80,205

 
11.7
%
 
 
 
 
 
 
 
 
 
Nine Months ended March 31,
 
 
 
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 
North America (U.S. and Canada)
$
1,717,600

 
$
1,602,202

 
$
115,398

 
7.2
%
International
644,341

 
553,318

 
91,023

 
16.5
%
Total net sales
$
2,361,941

 
$
2,155,520

 
$
206,421

 
9.6
%

Gross Profit
The following table summarizes the Company’s gross profit for the quarters ended March 31, 2015 and 2014, respectively:
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
38,738

 
$
43,031

 
$
(4,293
)
 
(10.0
)%
 
9.2
%
 
9.4
%
Worldwide Communications & Services
41,278

 
30,320

 
10,958

 
36.1
 %
 
12.1
%
 
13.3
%
Gross profit
$
80,016

 
$
73,351

 
$
6,665

 
9.1
 %
 
10.5
%
 
10.7
%

 
Nine Months ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
123,640

 
$
126,512

 
$
(2,872
)
 
(2.3
)%
 
8.7
%
 
9.1
%
Worldwide Communications & Services
112,133

 
100,594

 
11,539

 
11.5
 %
 
11.9
%
 
13.0
%
Gross profit
$
235,773

 
$
227,106

 
$
8,667

 
3.8
 %
 
10.0
%
 
10.5
%


Worldwide Barcode & Security

Gross profit dollars and gross profit margin decreased for the Barcode & Security distribution segment for the quarter and nine months ended March 31, 2015 compared to the prior year. The decrease in gross profit margin for the current quarter as compared to the prior year is primarily due to a less favorable sales mix and a less favorable mix of international business due to foreign currency translation. The decrease in gross profit margin for the nine month period as compared to the prior year period is primarily due to a less favorable sales mix, driven by an increase in big deals with lower gross margins.

Worldwide Communications & Services

In the Communications & Services distribution segment, gross profit dollars increased, however, gross profit margin decreased for the quarter and nine months ended March 31, 2015, compared to the prior year. The decrease in gross profit margin for the current quarter as compared to the prior year is primarily driven by a less favorable sales mix of lower margin products. The decrease in gross profit margin for the nine month period as compared to the prior year is primarily due to a less favorable sales mix and lower vendor program recognition.






27


Operating Expenses

The following table summarizes our operating expenses for the quarters and nine months ended March 31, 2015 and 2014, respectively:
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Selling, general and administrative expenses
$
58,235

 
$
46,705

 
$
11,530

 
24.7
 %
 
7.6
%
 
6.8
%
Change in fair value of contingent consideration
285

 
981

 
(696
)
 
(70.9
)%
 
0.0
%
 
0.1
%
Operating expenses
$
58,520

 
$
47,686

 
$
10,834

 
22.7
 %
 
7.7
%
 
7.0
%

 
Nine Months ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Selling, general and administrative expenses
$
158,047

 
$
143,541

 
$
14,506

 
10.1
 %
 
6.7
%
 
6.7
%
Change in fair value of contingent consideration
1,262

 
2,218

 
(956
)
 
(43.1
)%
 
0.1
%
 
0.1
%
Operating expenses
$
159,309

 
$
145,759

 
$
13,550

 
9.3
 %
 
6.7
%
 
6.8
%

Selling, general and administrative expenses ("SG&A") increased $11.5 million and $14.5 million for the quarter and nine months ended March 31, 2015. For the quarter ended March 31, 2015, the increase in SG&A compared to the prior quarter is primarily due to additional SG&A for the newly acquired Imago ScanSource and Network1 businesses, as well as increased expenses related to our ERP implementation. For the nine months ended March 31, 2015, the increase in SG&A compared to the prior period is primarily due to increased employee-related expenses and additional SG&A for the newly acquired Imago ScanSource and Network1, partially offset by a reduction in bad debt expense. The Company had a credit for bad debt expense for the nine month period due to improved accounts receivable collections and reduction of specific reserves.

We present changes in fair value of the contingent consideration owed to the former shareholders of CDC, Imago ScanSource and Network1 as a separate line item in operating expenses. In the current quarter and nine month period, we have recorded fair value adjustment losses of $0.3 million and $1.3 million, respectively. These losses are primarily the result of the recurring amortization of the unrecognized fair value discount, changes in actual results, and changes in the probability assumptions of future achievable results.

Operating Income

The following table summarizes our operating income for the quarters and nine months ended March 31, 2015 and 2014, respectively:
 
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
10,327

 
$
13,820

 
$
(3,493
)
 
(25.3
)%
 
2.4
%
 
3.0
%
Worldwide Communications & Services
11,461

 
11,845

 
(384
)
 
(3.2
)%
 
3.4
%
 
5.2
%
Corporate
(292
)
 

 
(292
)
 
nm*

 
nm*

 
%
Operating income
$
21,496

 
$
25,665

 
$
(4,169
)
 
(16.2
)%
 
2.8
%
 
3.8
%
*nm - percentages are not meaningful


28


 
Nine Months ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
36,444

 
$
38,734

 
$
(2,290
)
 
(5.9
)%
 
2.6
%
 
2.8
%
Worldwide Communications & Services
43,136

 
42,613

 
523

 
1.2
 %
 
4.6
%
 
5.5
%
Corporate
(3,116
)
 

 
(3,116
)
 
nm*

 
nm*

 
%
Operating income
$
76,464

 
$
81,347

 
$
(4,883
)
 
(6.0
)%
 
3.2
%
 
3.8
%


Worldwide Barcode & Security

For the Barcode & Security distribution segment, operating income and operating margin decreased for the quarter and nine months ended March 31, 2015 compared to the prior year periods. The decrease in operating income and margin for the quarter ended March 31, 2015 is largely due to a combination of lower sales volume and a lower gross profit margin. The decrease in operating income and margin for the nine months ended March 31, 2015 is primarily due to a decrease in gross profit margin, partially offset by a credit in bad debt expense.

Worldwide Communications & Services

For the Communications & Services distribution segment, operating income and operating margin decreased for the quarter ended March 31, 2015 compared to the prior year quarter, primarily due to a decrease in gross profit margin, coupled with an increase in employee-related operating expenses, which are a result of the new employees gained through acquisitions.

Operating income increased slightly and operating margin decreased for the nine month period ended March 31, 2015, as compared to the prior period. Operating margin decreased for the nine month period primarily due to a decrease in gross profit margin and increases in employee-related operating expenses, previously described, partially offset by a credit in bad debt expense.

Corporate

Corporate incurred a $0.3 million and $3.1 million expense relating to acquisition costs incurred during the quarter and nine months ended March 31, 2015.

Total Other Expense (Income)

The following table summarizes our total other (income) expense for the quarters and nine months ended March 31, 2015 and 2014, respectively:
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Interest expense
$
891

 
$
217

 
$
674

 
310.6
 %
 
0.1
 %
 
0.0
 %
Interest income
(731
)
 
(545
)
 
(186
)
 
34.1
 %
 
(0.1
)%