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EX-31.2 - EXHIBIT 31.2 - SCANSOURCE, INC.scansourceex3121231201510q.htm
EX-31.1 - EXHIBIT 31.1 - SCANSOURCE, INC.scansourceex3111231201510q.htm
EX-32.1 - EXHIBIT 32.1 - SCANSOURCE, INC.scansourceex3211231201510q.htm
EX-32.2 - EXHIBIT 32.2 - SCANSOURCE, INC.scansourceex3221231201510q.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 December 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 February 5, 2016
Common Stock, no par value per share
 
26,215,134 shares



SCANSOURCE, INC.
INDEX TO FORM 10-Q
December 31, 2015
 
 
 
Page #
 
 
 
Item 1.
 
Condensed Consolidated Balance Sheets as of December 31, 2015 and June 30, 2015
 
Condensed Consolidated Income Statements for the Quarter and Six Months Ended December 31, 2015 and 2014
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Six Months Ended December 31, 2015 and 2014
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 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, 2015. 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)
 
 
December 31,
2015
 
June 30,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
39,438

 
$
121,646

Accounts receivable, less allowance of $31,967 at December 31, 2015 and $32,589 at June 30, 2015
588,443

 
522,532

Inventories
604,093

 
553,063

Prepaid expenses and other current assets
62,563

 
46,917

Deferred income taxes
19,152

 
20,556

Total current assets
1,313,689

 
1,264,714

Property and equipment, net
46,642

 
46,574

Goodwill
83,313

 
66,509

Net identifiable intangible assets
54,765

 
46,272

Other non-current assets
50,721

 
52,872

Total assets
$
1,549,130

 
$
1,476,941

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current debt
$
705

 
$
2,860

Accounts payable
512,034

 
501,329

Accrued expenses and other current liabilities
98,683

 
81,000

Current portion of contingent consideration
12,605

 
9,391

Income taxes payable
2,287

 
4,180

Total current liabilities
626,314

 
598,760

Deferred income taxes
3,354

 
3,773

Long-term debt
5,429

 
5,966

Borrowings under revolving credit facility
108,989

 

Long-term portion of contingent consideration
11,395

 
24,569

Other long-term liabilities
38,855

 
34,888

Total liabilities
794,336

 
667,956

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, 26,421,059 and 28,214,153 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively
89,284

 
157,172

Retained earnings
752,967

 
716,315

Accumulated other comprehensive income (loss)
(87,457
)
 
(64,502
)
Total shareholders’ equity
754,794

 
808,985

Total liabilities and shareholders’ equity
$
1,549,130

 
$
1,476,941

June 30, 2015 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
 
Six months ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Net sales
$
993,522

 
$
807,019

 
$
1,864,350

 
$
1,598,738

Cost of goods sold
892,889

 
728,908

 
1,676,166

 
1,442,981

Gross profit
100,633

 
78,111

 
188,184

 
155,757

Selling, general and administrative expenses
66,965

 
51,658

 
128,510

 
99,813

Change in fair value of contingent consideration
1,816

 
463

 
3,381

 
976

Operating income
31,852

 
25,990

 
56,293

 
54,968

Interest expense
709

 
207

 
990

 
397

Interest income
(767
)
 
(492
)
 
(1,709
)
 
(1,327
)
Other (income) expense, net
278

 
337

 
958

 
724

Income before income taxes
31,632

 
25,938

 
56,054

 
55,174

Provision for income taxes
10,976

 
9,117

 
19,402

 
19,145

Net income
$
20,656

 
$
16,821

 
$
36,652

 
$
36,029

Per share data:
 
 
 
 
 
 
 
Net income per common share, basic
$
0.78

 
$
0.59

 
$
1.35

 
$
1.26

Weighted-average shares outstanding, basic
26,648

 
28,579

 
27,175

 
28,562

 
 
 
 
 
 
 
 
Net income per common share, diluted
$
0.77

 
$
0.58

 
$
1.34

 
$
1.25

Weighted-average shares outstanding, diluted
26,902

 
28,831

 
27,427

 
28,813

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
 
Six months ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Net income
$
20,656

 
$
16,821

 
$
36,652

 
$
36,029

Foreign currency translation adjustment
(2,990
)
 
(10,059
)
 
(22,955
)
 
(23,302
)
Comprehensive income (loss)
$
17,666

 
$
6,762

 
$
13,697

 
$
12,727

See accompanying notes to these condensed consolidated financial statements.


6


SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
 
Six months ended
 
December 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
36,652

 
$
36,029

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
8,289

 
4,340

Amortization of debt issuance costs
148

 
148

Provision for doubtful accounts
2,222

 
(1,581
)
Share-based compensation
3,255

 
2,921

Deferred income taxes
1,845

 
548

Excess tax benefits from share-based payment arrangements
(101
)
 
(260
)
Change in fair value of contingent consideration
3,381

 
976

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
(19,424
)
 
(20,985
)
Inventories
(49,148
)
 
(14,214
)
Prepaid expenses and other assets
(9,699
)
 
1,448

Other non-current assets
(3,902
)
 
(407
)
Accounts payable
(24,748
)
 
(11,173
)
Accrued expenses and other liabilities
12,287

 
(1,009
)
Income taxes payable
(1,517
)
 
(6,444
)
Net cash provided by (used in) operating activities
(40,460
)
 
(9,663
)
Cash flows from investing activities:
 
 
 
Capital expenditures
(3,466
)
 
(13,783
)
Cash paid for business acquisitions, net of cash acquired
(61,475
)
 
(35,516
)
Net cash provided by (used in) investing activities
(64,941
)
 
(49,299
)
Cash flows from financing activities:
 
 
 
Borrowings (repayments) on short-term borrowings, net

 
(4,609
)
Borrowings on revolving credit
667,908

 

Repayments on revolving credit
(558,919
)
 

Repayments on long-term debt
(2,019
)
 

Repayments on capital lease obligation
(122
)
 
(141
)
Contingent consideration payments
(7,286
)
 
(5,529
)
Exercise of stock options
678

 
249

Repurchase of common stock
(71,587
)
 

Excess tax benefits from share-based payment arrangements
101

 
260

Net cash provided by (used in) financing activities
28,754

 
(9,770
)
Effect of exchange rate changes on cash and cash equivalents
(5,561
)
 
(4,606
)
Increase (decrease) in cash and cash equivalents
(82,208
)
 
(73,338
)
Cash and cash equivalents at beginning of period
121,646

 
194,851

Cash and cash equivalents at end of period
$
39,438

 
$
121,513

 
 
 
 
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 global provider of technology products and solutions. ScanSource, Inc. and its subsidiaries ("the Company") provide value-added solutions for technology manufacturers and sell to resellers in specialty technology markets through its Worldwide Barcode & Security segment and 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 distribution centers located in Mississippi and Virginia; 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 December 31, 2015 and June 30, 2015, the results of operations for the quarters and six months ended December 31, 2015 and 2014, the statements of comprehensive income for the quarters and six months ended December 31, 2015 and 2014 and the statements of cash flows for the six months ended December 31, 2015 and 2014. The results of operations for the quarters and six months ended December 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, 2015.

Summary of Significant Accounting Policies

Except as described below, there have been no material changes to the Company’s significant accounting policies for the six months ended December 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, 2015. 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, 2015.

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 $85.0 million and $62.9 million are included in accounts payable as of December 31, 2015 and June 30, 2015, 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 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

8


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.

In December 2015, the FASB issued final guidance requiring companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet rather than separating deferred taxes into current and noncurrent amounts. In addition, companies will also be required to classify valuation allowances on deferred taxes as noncurrent. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early application is permitted. The guidance may be adopted on either a prospective or retrospective basis. The Company is currently evaluating the impact on its consolidated financial statements upon the adoption of this new guidance.

(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
 
Six months ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net Income
$
20,656

 
$
16,821

 
$
36,652

 
$
36,029

Denominator:
 
 
 
 
 
 
 
Weighted-average shares, basic
26,648

 
28,579

 
27,175

 
28,562

Dilutive effect of share-based payments
254

 
252

 
252

 
251

Weighted-average shares, diluted
26,902

 
28,831

 
27,427

 
28,813

 
 
 
 
 
 
 
 
Net income per common share, basic
$
0.78

 
$
0.59

 
$
1.35

 
$
1.26

Net income per common share, diluted
$
0.77

 
$
0.58

 
$
1.34

 
$
1.25


For the quarter and six months ended December 31, 2015, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 488,087 and 457,087, respectively. For the quarter and six months ended December 31, 2014, there were 319,508 and 273,549 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: 
 
December 31,
2015
 
June 30,
2015
 
(in thousands)
Foreign currency translation adjustment
$
(87,457
)
 
$
(64,502
)
Accumulated other comprehensive income (loss)
$
(87,457
)
 
$
(64,502
)
 
 
 
 

The tax effect of amounts in comprehensive income (loss) reflect a tax expense or benefit as follows:

9


 
Quarter ended December 31,
 
Six Months ended December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Tax expense (benefit)
$
(207
)
 
$
373

 
$
2,987

 
$
1,286

 
 
 
 
 
 
 
 

(4) Acquisitions
Imago

On September 19, 2014, the Company acquired 100% of the shares of Imago Group plc, a European value-added provider 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 joined the Company’s Worldwide Communications and Services operating segment. This acquisition supports the Company’s strategy to be the leading value-added provider 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 individually or in aggregate with other acquisitions during the relative fiscal year. 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. The purchase price allocated to goodwill and identifiable intangible assets as of the acquisition date is as follows:

 
Goodwill
 
Identifiable Intangible Assets
 
(in thousands)
Imago ScanSource
$
18,266

 
$
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 provider of communications equipment and services and joined the Company’s Worldwide Communications and Services operating segment. ScanSource is committed to becoming the leading value-added provider of communications solutions for resellers in Latin America, and this acquisition represents an important step in this strategy.

Under the share purchase and sale agreement, the Company structured the purchase transaction with an initial cash payment of approximately $29.1 million, plus four additional annual cash installments based on a form of adjusted earnings before interest expense, taxes, depreciation and amortization ("adjusted EBITDA") for the periods ending June 30, 2015 through June 30, 2018. The Company acquired $4.8 million of cash during the acquisition, resulting in $24.3 million net cash paid for Network1. The Company assumed net debt of $35.2 million as part of the initial purchase consideration.


10


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 individually or in aggregate with other acquisitions during the relative fiscal year. 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. 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 related to this acquisition.

During the second quarter of fiscal year 2016, the Company finalized the purchase accounting for the Network1 acquisition. The company elected to record all purchase accounting adjustments in fiscal year 2016 as opposed to the retrospective application set forth in ASC 805. Management has determined that retrospective application is immaterial to the users of the financial statements.

 
Goodwill
 
Identifiable Intangible Assets
 
(in thousands)
Network1
$
23,158

 
$
23,182


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

KBZ

On September 4, 2015, the Company acquired substantially all the assets of KBZ Communications, Inc. ("KBZ"), a Cisco Authorized Provider specializing in video conferencing, services, and cloud. KBZ joined the Company's Worldwide Barcode and Security operating segment. This acquisition supports the Company's strategy to be the leading value-added provider of specialty technology products and solutions. The results of operations of KBZ have been included in the consolidated results from the date of acquisition.

Under the asset purchase agreement, the Company acquired the assets of KBZ for a cash payment of $64.6 million. The Company acquired $3.1 million of cash during the acquisition, resulting in net $61.5 million cash paid for KBZ.

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, the finalization of purchase accounting for the business combination is incomplete, therefore, the estimates provided are subject to change. Pro forma results of operations have not been presented for this acquisition because the results of this acquisition are not material to our consolidated results. An estimate of the purchase price allocation is as follows:

 
September 4, 2015
 
(in thousands)
Cash
$
3,122

Receivables, net
62,842

Inventory
11,130

Other Current Assets
9,512

Property and equipment, net
686

Goodwill
21,649

Identifiable intangible assets
18,500

Other non-current assets
992

 
$
128,433

Accounts payable
$
47,895

Accrued expenses and other current liabilities
14,189

Other long-term liabilities
1,752

Consideration transferred
64,597

 
$
128,433



11


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 six months ended December 31, 2015, by reporting segment, are as follows:
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Balance as of June 30, 2015
$
15,535

 
$
50,974

 
$
66,509

Additions
21,649

 
622

1 
22,271

     Foreign currency translation adjustment
(734
)
 
(4,733
)
 
(5,467
)
Balance as of December 31, 2015
$
36,450

 
$
46,863

 
$
83,313

1 The Company finalized the purchase accounting for the Network1 acquisition during the quarter ended December 31, 2015, which resulted in an increased value assumed for goodwill as compared to June 30, 2015.

The following table shows changes in the amount recognized for net identifiable intangible assets for the six months ended December 31, 2015. These balances are included in net identifiable intangible assets in the Condensed Consolidated Balance Sheets.
 
Net Identifiable Intangible Assets
 
(in thousands)
Balance as of June 30, 2015
$
46,272

Additions
18,500

Reductions2
(76
)
Amortization expense
(4,730
)
Foreign currency translation adjustment
(5,201
)
Balance as of December 31, 2015
$
54,765

2 The Company finalized the purchase accounting for the Network1 acquisition during the quarter ended December 31, 2015 and made reductions in the values assumed for net identifiable intangible assets.

Intangible asset balances include trade names, customer relationships, non-compete agreements, and distributor agreements.

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

Short-Term Borrowings

Imago ScanSource has a multi-currency invoice discounting credit facility secured by the subsidiary’s assets for its operations based in the United Kingdom. The invoice discounting facility allows for the issuance of funds up to 85% of the amount of each invoice processed, subject to limits by currency of £4.2 million, €0.5 million, and $0.2 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 December 31, 2015 and June 30, 2015.

Revolving Credit Facility

The Company has a $300 million multi-currency senior secured revolving credit facility with JPMorgan Chase Bank N.A., as administrative agent, and a syndicate of banks (the “Amended Credit Agreement”) that matures on 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.

12



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 December 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 December 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 December 31, 2015. There was $109.0 million and $0.0 million outstanding on the revolving credit facility at December 31, 2015 and June 30, 2015, respectively.

The average daily balance during the six month period ended December 31, 2015 and 2014 was $70.5 million and $0.0 million, respectively. There was $191 million and $300 million available for additional borrowings as of December 31, 2015 and June 30, 2015, respectively. 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 December 31, 2015, the Company was in compliance with all covenants under this bond. The balance on the bond was $5.4 million as of December 31, 2015 and June 30, 2015 and is included in long-term debt. The interest rate at December 31, 2015 and June 30, 2015 was 1.09% and 1.03%, 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 December 31, 2015, the subsidiary was in compliance with all covenants under this loan. The outstanding balance as of December 31, 2015 and June 30, 2015 was $0.7 million and $1.8 million, respectively, all of which is classified as current.

Network1 held a term loan agreement, denominated in U.S. dollars, with Banco Safra to provide funding for working capital needs. The loan was secured by accounts receivable of the subsidiary. The term loan matured on September 21, 2015 and was paid in full. The terms of this loan provided for quarterly payments and bore interest at 3.6% per annum. The loan possessed a cross-currency swap contract which bore interest at a base rate equal to the Average One-Day Interbank Deposit Rate ("CDI" rate), plus a spread of 2.75% per annum. The CDI interest rate at June 30, 2015 was approximately 13.6%. The outstanding balance as of December 31, 2015 and June 30, 2015 was $0.0 million and $0.7 million, respectively.

Network1 held a term loan agreement, denominated in the Brazilian real, with Banco do Brasil to provide funding for working capital needs. The loan was 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 was scheduled to mature on October 28, 2017. The terms of this loan provided for monthly payments and bear interest at 12.08% per annum. During the quarter ended December 31, 2015, the Company repaid the loan in full in advance of its maturity date. The outstanding balance as of December 31, 2015 was $0.0 million. The outstanding balance as of June 30, 2015 was $0.9 million, of which $0.4 million was classified as current.
 
Debt Issuance Costs

As of December 31, 2015, net debt issuance costs associated with the credit facility and bonds totaled $0.9 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 hedge the exchange of various currencies, including the U.S. dollar, Brazilian real, euro, British pound, Canadian dollar, Mexican peso, Chilean peso and Colombian peso. 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 $83.7 million and $80.6 million for the exchange of foreign currencies as of December 31, 2015 and June 30, 2015, 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
 
Six months ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Net foreign exchange derivative contract (gains) losses
$
(598
)
 
$
(2,072
)
 
$
(2,300
)
 
$
(3,486
)
Net foreign currency transactional and re-measurement (gains) losses
1,026

 
2,604

 
3,555

 
4,466

Net foreign currency (gains) losses
$
428

 
$
532

 
$
1,255

 
$
980


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 the U.S. dollar versus the Brazilian real, the U.S. dollar versus the euro, British pound versus the euro, 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 is recognized as an adjustment 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. The fair value of the swaps was a receivable $0.1 million as of June 30, 2015 and was included in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The outstanding swaps were settled and the related borrowings were paid in full during the quarter ended September 30, 2015.










14


The Company used the following derivative instruments, located on its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above:
 
As of December 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
$

 
$
396

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

 
$
973

(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 December 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 December 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
$
17,556

 
$
17,556

 
$

 
$

Forward foreign currency exchange contracts
396

 

 
396

 

Total assets at fair value
$
17,952

 
$
17,556

 
$
396

 
$

Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
17,556

 
$
17,556

 
$

 
$

Forward foreign currency exchange contracts
973

 

 
973

 

Liability for contingent consideration, current and non-current portion
24,000

 

 

 
24,000

Total liabilities at fair value
$
42,529

 
$
17,556

 
$
973

 
$
24,000




















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, 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
$
15,970

 
$
15,970

 
$

 
$

Forward foreign currency exchange contracts
125

 

 
125

 

Cross currency swap agreements
103

 

 
103

 

Total assets at fair value
$
16,198

 
$
15,970

 
$
228

 
$

Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
15,970

 
$
15,970

 
$

 
$

Forward foreign currency exchange contracts
476

 

 
476

 

Liability for contingent consideration, current and non-current portion
33,960

 

 

 
33,960

Total liabilities at fair value
$
50,406

 
$
15,970

 
$
476

 
$
33,960


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 six months ended December 31, 2015:
 
Contingent consideration for the quarter ended
 
Contingent consideration for the six months ended
 
December 31, 2015
 
December 31, 2015
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Fair value at beginning of period
$
4,114

 
$
24,943

 
$
29,057

 
$
5,109

 
$
28,851

 
$
33,960

Payments
(3,133
)
 
(4,153
)
 
(7,286
)
 
(3,133
)
 
(4,153
)
 
(7,286
)
Change in fair value of contingent consideration

 
1,816

 
1,816

 
126

 
3,255

 
3,381

Foreign currency translation adjustment
175

 
238

 
413

 
(946
)
 
(5,109
)
 
(6,055
)
Fair value at end of period
$
1,156

 
$
22,844

 
$
24,000

 
$
1,156

 
$
22,844

 
$
24,000


The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the CDC and Imago ScanSource earnouts for the quarter and six months ended December 31, 2014:
 
Contingent consideration for the quarter ended
 
Contingent consideration for the six months ended
 
December 31, 2014
 
December 31, 2014
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
Barcode & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Fair value at beginning of period
$
5,194

 
$
4,968

 
$
10,162

 
$
11,107

 
$

 
$
11,107

Issuance of contingent consideration

 

 

 

 
4,983

 
4,983

Payments

 

 

 
(5,529
)
 

 
(5,529
)
Change in fair value of contingent consideration
160

 
303

 
463

 
658

 
318

 
976

Foreign currency translation adjustment
(402
)
 
(218
)
 
(620
)
 
(1,284
)
 
(248
)
 
(1,532
)
Fair value at end of period
$
4,952

 
$
5,053

 
$
10,005

 
$
4,952

 
$
5,053

 
$
10,005


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 December 31, 2015 was $1.2 million, all of which is classified as current. The remaining liability is based on financial results through June 30, 2015 and is undiscounted as of December 31, 2015, therefore, no change in the fair value of the contingent consideration is recognized in the Condensed Consolidated Income Statements for the quarter ended December 31, 2015. For the six month period ended December 31, 2015, the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement contributed a loss of $0.1 million. Volatility in the foreign exchange between the Brazilian real and the U.S. dollar has driven moderate changes in the translation of this Brazilian real denominated liability. The liability for the contingent consideration recognized is based on the Company's best estimate of the final balance due to the previous owners of CDC per guidance in the Share Purchase and Sale Agreement.

Communications and Services Segment

The fair value of the liability for the contingent consideration related to Imago ScanSource recognized at December 31, 2015 was $2.9 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 expense of $0.3 million and $0.7 million for the quarter and six months ended December 31, 2015. The change for the quarter and six month period is primarily driven by the recurring amortization of the unrecognized fair value discount and better than expected 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 $2.8 million and $3.3 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 December 31, 2015 was $19.9 million, of which $8.5 million is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed expense of $1.5 million and $2.6 million for the quarter and six months ended December 31, 2015. The change for the quarter and six month period is largely driven by the recurring amortization of the unrecognized fair value discount and better than expected actual results, partially offset by an increased discount rate. 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 $26.3 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 global provider of technology products and solutions, providing value-added sales to resellers in specialty technology markets. The Company has two reportable segments, based on product, customer and service type.

In October 2015, we implemented changes to our reporting structure that moved a portion of our networking business from the Communications & Services segment to the Barcode & Security segment. We have reclassified prior period results for each of these business segments to provide comparable information.
Worldwide Barcode & Security Segment

The Barcode & Security segment focuses on automatic identification and data capture ("AIDC"), point-of-sale ("POS"), networking, electronic physical security, 3D printing technologies and other specialty 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, the ScanSource Networking and Security business unit in North America and KBZ 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 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. Our teams deliver 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
 
Six months ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Sales:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
689,530

 
$
547,171

 
$
1,263,199

 
$
1,095,943

Worldwide Communications & Services
303,992

 
259,848

 
601,151

 
502,795

 
$
993,522

 
$
807,019

 
$
1,864,350

 
$
1,598,738

Depreciation and amortization:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
1,520

 
$
996

 
$
2,546

 
$
2,076

Worldwide Communications & Services
2,112

 
1,447

 
4,302

 
2,264

Corporate
719

 

 
1,441

 

 
$
4,351

 
$
2,443

 
$
8,289

 
$
4,340

Operating income:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
19,000

 
$
13,269

 
$
32,814

 
$
26,807

Worldwide Communications & Services
12,912

 
14,195

 
23,761

 
30,985

Corporate
(60
)
 
(1,474
)
 
(282
)
 
(2,824
)
 
$
31,852

 
$
25,990

 
$
56,293

 
$
54,968

Capital expenditures:
 
 
 
 
 
 
 
Worldwide Barcode & Security
$
1,657

 
$
91

 
$
1,780

 
$
177

Worldwide Communications & Services
1,376

 
299

 
1,630

 
302

Corporate

 
6,074

 
56

 
13,304

 
$
3,033

 
$
6,464

 
$
3,466

 
$
13,783

Sales by Geography Category:
 
 
 
 
 
 
 
United States
$
745,898

 
$
599,025

 
$
1,396,895

 
$
1,205,670

International
257,880

 
219,951

 
486,778

 
415,880

Less intercompany sales
(10,256
)
 
(11,957
)
 
(19,323
)
 
(22,812
)
 
$
993,522

 
$
807,019

 
$
1,864,350

 
$
1,598,738

 
 
 
 
 
 
 
 

 
December 31, 2015
 
June 30, 2015
 
(in thousands)
Assets:
 
 
 
Worldwide Barcode & Security
$
816,957

 
$
740,020

Worldwide Communications & Services
541,879

 
599,358

Corporate
190,294

 
137,563

 
$
1,549,130

 
$
1,476,941

Property and equipment, net by Geography Category:
 
 
 
United States
$
42,048

 
$
41,159

International
4,594

 
5,415

 
$
46,642

 
$
46,574



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 completing several capital projects for fiscal year 2016 that will result in significant cash commitments. Total capital expenditures are expected to range from $10 million to $15 million primarily for facilities expansions and IT investments.

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 agreements. 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 December 31, 2015:
 
December 31, 2015
 
CDC
 
Network1
 
(in thousands)
Assets
 
 
 
Prepaid expenses and other current assets
$
2,508

 
$
413

Other non-current assets
$
55

 
$
8,557

Liabilities
 
 
 
Accrued expenses and other current liabilities
$
2,508

 
$
413

Other long-term liabilities
$
55

 
$
8,557


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, 2015:

 
June 30, 2015
 
CDC
 
Network1
 
(in thousands)
Assets
 
 
 
Prepaid expenses and other current assets
$
3,156

 
$
520

Other non-current assets
$
69

 
$
10,769

Liabilities
 
 
 
Accrued expenses and other current liabilities
$
3,156

 
$
520

Other long-term liabilities
$
69

 
$
10,769


Changes in these contingent liabilities and receivables from June 30, 2015 are primarily driven by foreign currency translation.

(11) Income Taxes
The Company had approximately $1.8 million and $1.3 million of total gross unrecognized tax benefits as of December 31, 2015 and June 30, 2015, respectively. Of this total at December 31, 2015, approximately $1.2 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

22


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 December 31, 2015, the Company had approximately $1.2 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. During the current period a discrete amount of $0.3 million was recorded which is primarily attributable to a change in recognition of tax positions taken on prior year returns.

The Company’s effective tax rate of 34.6% for the six months ended December 31, 2015 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. 
In prior years, financial results in Europe have generated pre-tax losses, primarily due to our European Communications business. Financial results in Belgium for the quarter and six months ended December 31, 2015 produced pre-tax income of approximately $0.3 million and $1.2 million, respectively. 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 global provider of technology products and solutions. ScanSource, Inc. and its subsidiaries (the "Company") provide value-added solutions for over 300 technology manufacturers and sell to approximately 33,000 resellers in the following specialty technology markets: POS and Barcode, Networking, Security, 3D Printing, and Communications.

We operate our business under a management structure that enhances our worldwide technology market focus and growth strategy. As a part of this structure, ScanSource has two technology segments, each with its own president. The two segments are Worldwide Barcode & Security, which includes ScanSource POS and Barcode, ScanSource Networking and Security business units and KBZ and Worldwide Communications & Services, which encompasses ScanSource Catalyst and ScanSource Communications business units. The reporting segments of Worldwide Barcode & Security and Worldwide Communications & Services give the Company the ability to leverage its size and experience to deliver more value to our vendor and reseller partners in its existing markets.

On October 1, 2015, we branded ScanSource Security as ScanSource Networking and Security to build on the growing demand for networking solutions.  With these changes and the acquisition of KBZ, we moved some business operations from our Communications & Services segment to our Barcode & Security segment.  We have reclassified prior period results to provide comparable information.

The Company operates in the United States, Canada, Latin America and Europe. The Company distributes to the United States and Canada from its distribution centers located in Mississippi and Virginia; 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, NCR, Toshiba Global Commerce Solutions, Verifone and Zebra Technologies. The Company's key vendors for networking and security technologies include Arecont, Aruba, Axis, Bosch, Cisco, Datacard, Exacq Technologies, HID, March Networks, Panasonic, Ruckus Wireless, Samsung, Sony and Zebra Card. The Company's key vendors in communications technologies include AudioCodes, Avaya, Cisco, Dialogic, Jabra, Mitel, Plantronics, Polycom, ShoreTel and Spectralink.


23


On September 4, 2015, the Company acquired substantially all the assets of KBZ Communications, Inc., a Cisco Authorized Distributor specializing in video conferencing, services, and cloud. KBZ joined the Company's Worldwide Barcode and Security operating segment. This acquisition supports the Company's strategy to be the leading value-added provider of specialty technology products and solutions.

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"). Network1 is a Brazilian value-added provider of communications equipment and services and joined the Company’s Worldwide Communications and Services operating segment. ScanSource is committed to becoming the leading value-added provider of communications solutions for resellers in Latin America, and this acquisition represents an important step in this strategy.

On September 19, 2014, the Company acquired 100% of the shares of Imago Group plc, a European value-added provider 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 a part of the Company’s Worldwide Communications and Services operating segment. This acquisition supports the Company’s strategy to be the leading value-added provider of specialty technology solutions for resellers in Europe.

We implemented a new ERP system in our European operations (excluding Imago ScanSource) and North American operations in February 2015 and July 2015, respectively. We intend to implement the new ERP system in additional geographical operations.

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.

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." Constant currency is 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. 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.
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:

24


 
Quarter ended December 31, 2015
 
Quarter ended December 31, 2014
 
Operating Income
 
Pre-Tax Income
 
Net Income
 
Diluted EPS
 
Operating Income
 
Pre-Tax Income
 
Net Income
 
Diluted EPS
 
(in thousands)
GAAP Measures
$
31,852

 
$
31,632

 
$
20,656

 
$
0.77

 
$
25,990

 
$
25,938

 
$
16,821

 
$
0.58

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangible assets
2,545

 
2,545

 
1,732

 
0.06

 
1,443

 
1,443

 
1,025

 
0.04

Change in fair value of contingent consideration
1,816

 
1,816

 
1,244

 
0.05

 
463

 
463

 
346

 
0.01

Acquisition costs
60

 
60

 
60

 

 
1,474

 
1,474

 
1,474

 
0.05

Non-GAAP measures
$
36,273

 
$
36,053

 
$
23,692

 
$
0.88

 
$
29,370

 
$
29,318

 
$
19,666

 
$
0.68

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 December 31, 2015 and 2014, respectively:
  
Quarter ended December 31,
 
2015
 
2014
Return on invested capital ratio, annualized(a)
17.5
%
 
14.8
%
(a)
The annualized EBITDA amount is divided by days in the quarter times 365 days per year (366 during leap years). There were 92 days in the current and prior year quarter.

The components of this calculation and reconciliation to our financial statements are shown on the following schedule:
 
Quarter ended December 31,
 
2015
 
2014
 
(in thousands)
Reconciliation of net income to EBITDA:
 
Net income (GAAP)
$
20,656

 
$
16,821

Plus: interest expense
709

 
207

Plus: income taxes
10,976

 
9,117

Plus: depreciation and amortization
4,351

 
2,443

EBITDA (non-GAAP)
36,692

 
28,588

Plus: Change in fair value of contingent consideration
1,816

 
463

Plus: Acquisition costs
60

 
1,474

Adjusted EBITDA (numerator for ROIC) (non-GAAP)
$
38,568

 
$
30,525


25


 
Quarter ended December 31,
 
2015
 
2014
 
(in thousands)
Invested capital calculations:
 
Equity – beginning of the quarter
$
764,693

 
$
810,265

Equity – end of the quarter
754,794

 
818,748

Add: Change in fair value of contingent consideration, net of tax
1,244

 
346

Add: Acquisition costs, net of tax (a)
60

 
1,474

Average equity
760,396

 
815,417

Average funded debt (b) 
117,421

 
5,429

Invested capital (denominator for ROIC) (non-GAAP)
$
877,817

 
$
820,846


(a)
Acquisition costs are nondeductible for tax purposes.
(b)
Average funded debt is calculated as the average daily amounts outstanding on our current and long-term interest-bearing debt.


26


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 translation impact of fluctuations in foreign currency rates, thereby enhancing comparability between reporting periods.

Net Sales
The Company has two reportable segments. The following tables summarize the Company’s net sales results by technology segment and by geographic location for the quarters ended December 31, 2015 and 2014, respectively. Prior period results have been reclassified in the current year to account for the movement of certain business operations from the Worldwide Communications & Services segment to the Worldwide Barcode & Security segment.
 
Quarter ended December 31,
 
 
Net Sales by Segment:
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 
Worldwide Barcode & Security
$
689,530

 
$
547,171

 
$
142,359

 
26.0
%
Worldwide Communications & Services
303,992

 
259,848

 
44,144

 
17.0
%
Total net sales
$
993,522

 
$
807,019

 
$
186,503

 
23.1
%
 
 
 
 
 
 
 
 
 
Six Months ended December 31,
 
 
 
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 

Worldwide Barcode & Security
$
1,263,199

 
$
1,095,943

 
$
167,256

 
15.3
%
Worldwide Communications & Services
601,151

 
502,795

 
98,356

 
19.6
%
Total net sales
$
1,864,350

 
$
1,598,738

 
$
265,612

 
16.6
%

On a constant currency basis and excluding acquisitions, consolidated net sales for the Company increased $41.5 million and $59.2 million, which represents a 5.1% and 3.7% increase compared to the prior year quarter and six month period, respectively.

Worldwide Barcode & Security

The Barcode & Security segment consists of sales to technology resellers in North America, Europe, and Latin America. Sales for the Barcode & Security segment increased $142.4 million and $167.3 million compared to the prior year quarter and six month period, respectively, primarily due to the inclusion of sales from acquisitions in the amount of $131.5 million and $166.1 million for the quarter and six months ended December 31, 2015. Excluding the foreign exchange negative impact of $31.9 million and $66.8 million and sales from acquisitions of $131.5 million and $166.1 million for the current quarter and six month period, adjusted net sales for the Barcode & Security segment increased $42.8 million and $68.0 million, which represents an 7.8% and 6.2% increase compared to the prior year quarter and six month period, respectively. The increase in adjusted net sales is largely due to sales growth in our POS and Barcode products within all geographies except Europe.

Worldwide Communications & Services
The Communications & Services segment consists of sales to technology resellers in North America, Europe and Latin America. Sales for the Communications & Services segment increased $44.1 million and $98.4 million compared to the prior year quarter and six month period, respectively, primarily due to the inclusion of sales from acquisitions in the amount of $49.0 million and $118.9 million for the quarter and six months ended December 31, 2015. Excluding the foreign exchange negative impact of $3.5 million and $7.1 million and sales from acquisitions of $49.0 million and $118.9 million for the current quarter and six month period, adjusted net sales for the Communications & Services segment decreased $1.4 million and $8.8 million, which represents a 0.5% and 1.8% decrease, respectively. The decrease in adjusted net sales is largely due lower sales volume in North America.

27


 
Quarter ended December 31,
 
 
Net Sales by Geography:
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 
United States
$
735,642

 
$
587,068

 
$
148,574

 
25.3
%
International
$
257,880

 
$
219,951

 
37,929

 
17.2
%
Total net sales
$
993,522

 
$
807,019

 
$
186,503

 
23.1
%
 
 
 
 
 
 
 
 
 
Six Months ended December 31,
 
 
 
2015
 
2014
 
$ Change
 
% Change
 
(in thousands)
 
 
United States
$
1,377,572

 
$
1,182,858

 
$
194,714

 
16.5
%
International
486,778

 
415,880

 
70,898

 
17.0
%
Total net sales
$
1,864,350

 
$
1,598,738

 
$
265,612

 
16.6
%

Gross Profit
The following table summarizes the Company’s gross profit for the quarters ended December 31, 2015 and 2014, respectively:
 
Quarter ended December 31,
 
 
 
 
 
% of Net Sales December 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
57,687

 
$
43,618

 
$
14,069

 
32.3
%
 
8.4
%
 
8.0
%
Worldwide Communications & Services
42,946

 
34,493

 
8,453

 
24.5
%
 
14.1
%
 
13.3
%
Gross profit
$
100,633

 
$
78,111

 
$
22,522

 
28.8
%
 
10.1
%
 
9.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months ended December 31,
 
 
 
 
 
% of Net Sales December 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
105,734

 
$
89,361

 
$
16,373

 
18.3
%
 
8.4
%
 
8.2
%
Worldwide Communications & Services
82,450

 
66,396

 
16,054

 
24.2
%
 
13.7
%
 
13.2
%
Gross profit
$
188,184

 
$
155,757

 
$
32,427

 
20.8
%
 
10.1
%
 
9.7
%

Worldwide Barcode & Security

Gross profit dollars and gross profit margin increased for the Barcode & Security segment for the quarter and six months ended December 31, 2015, compared to the prior year. The increase in gross profit dollars and margin is primarily due to higher sales volume and improved vendor program recognition.

Worldwide Communications & Services

In the Communications & Services segment, gross profit dollars and gross profit margin increased for the quarter and six months ended December 31, 2015, compared to the prior year. The increase in gross profit dollars and margin is primarily due to increased sales volume from acquisitions and higher vendor program recognition.

Operating Expenses

The following table summarizes our operating expenses for the quarters and six months ended December 31, 2015 and 2014, respectively:

28


 
Quarter ended December 31,
 
 
 
 
 
% of Net Sales December 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Selling, general and administrative expenses
$
66,965

 
$
51,658

 
$
15,307

 
29.6
%
 
6.7
%
 
6.4
%
Change in fair value of contingent consideration
1,816

 
463

 
1,353

 
292.2
%
 
0.2
%
 
0.1
%
Operating expenses
$
68,781

 
$
52,121

 
$
16,660

 
32.0
%
 
6.9
%
 
6.5
%

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months ended December 31,
 
 
 
 
 
% of Net Sales December 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Selling, general and administrative expenses
$
128,510

 
$
99,813

 
$
28,697

 
28.8
%
 
6.9
%
 
6.2
%
Change in fair value of contingent consideration
3,381

 
976

 
2,405

 
246.4
%
 
0.2
%
 
0.1
%
Operating expenses
$
131,891

 
$
100,789

 
$
31,102

 
30.9
%
 
7.1
%
 
6.3
%

Selling, general and administrative expenses ("SG&A") increased $15.3 million and $28.7 million for the quarter and six months ended December 31, 2015, respectively. The increase in SG&A for the quarter and six month period compared to the prior year is primarily due to increased employee-related expenses primarily from acquisitions, bad debt expense and amortization expense related to intangible assets acquired through acquisitions. During the prior year six month period, the Company had a credit for bad debt expense that did not recur in the current year.

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. We have recorded fair value adjustment losses of $1.8 million and $3.4 million for the quarter and six months ended December 31, 2015, respectively. These losses are primarily the result of the recurring amortization of the unrecognized fair value discount and improvements in actual results.

Operating Income

The following table summarizes our operating income for the quarters and six months ended December 31, 2015 and 2014, respectively:
 
 
Quarter ended December 31,
 
 
 
 
 
% of Net Sales December 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
19,000

 
$
13,269

 
$
5,731

 
43.2
 %
 
2.8
%
 
2.4
%
Worldwide Communications & Services
12,912

 
14,195

 
(1,283
)
 
(9.0
)%
 
4.2
%
 
5.5
%
Corporate
(60
)
 
(1,474
)
 
1,414

 
nm*

 
nm*

 
nm*

Operating income
$
31,852

 
$
25,990

 
$
5,862

 
22.6
 %
 
3.2
%
 
3.2
%
*nm - percentages are not meaningful
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months ended December 31,
 
 
 
 
 
% of Net Sales December 31,
 
2015
 
2014
 
$ Change
 
% Change
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode & Security
$
32,814

 
$
26,807

 
$
6,007

 
22.4
 %
 
2.6
%
 
2.4
%
Worldwide Communications & Services
23,761

 
30,985

 
(7,224
)
 
(23.3
)%
 
4.0
%
 
6.2
%