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EX-32.2 - EXHIBIT 32.2 - SCANSOURCE, INC.scansourceex32203312017.htm
EX-32.1 - EXHIBIT 32.1 - SCANSOURCE, INC.scansourceex32103312017.htm
EX-31.2 - EXHIBIT 31.2 - SCANSOURCE, INC.scansourceex31203312017.htm
EX-31.1 - EXHIBIT 31.1 - SCANSOURCE, INC.scansourceex31103312017.htm
EX-10.2 - EXHIBIT 10.2 - SCANSOURCE, INC.scansourceex10203312017.htm
EX-10.1 - EXHIBIT 10.1 - SCANSOURCE, INC.scansourceex10103312017.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, 2017

Commission File Number: 000-26926
 
 
 
scansourcelogo4a13.jpg
ScanSource, Inc.

South Carolina
(State of Incorporation)

57-0965380
(I.R.S. Employer Identification No.)

6 Logue Court
Greenville, South Carolina, 29615
(864) 288-2432
 
 
 
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 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 or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
 
Smaller reporting company
¨

Accelerated filer
¨

 
 
Emerging growth company
¨

Non-accelerated filer
¨

(Do not check if a smaller reporting company)
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨   

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 May 5, 2017
Common Stock, no par value per share
 
25,314,306



SCANSOURCE, INC.
INDEX TO FORM 10-Q
March 31, 2017
 
 
 
Page #
 
 
 
Item 1.
 
Condensed Consolidated Balance Sheets as of March 31, 2017 and June 30, 2016
 
Condensed Consolidated Income Statements for the Quarter and Nine Months Ended March 31, 2017 and 2016
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Nine Months Ended March 31, 2017 and 2016
 
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and 2016
 
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

We include forward-looking statements in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and "Risk Factors" sections and elsewhere herein. These statements generally can be identified by 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. 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 suggested by these forward-looking statements as a result of a number of factors including, but not limited to, changes in interest and exchange rates and regulatory regimes impacting our overseas operations, the failure of acquisitions to meet our expectations, the failure to manage and implement our organic growth strategy, credit risks involving our larger customers and vendors, termination of our relationship with key vendors or a significant modification of the terms under which we operate with a key vendor, the decline in demand for the products and services that we provide, reduced prices for the products and services that we provide due both to competitor and customer actions, and the other factors set forth in "Risk Factors" contained in our Annual Report on Form 10-K for the year ended June 30, 2016.

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,
2017
 
June 30,
2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
62,187

 
$
61,400

Accounts receivable, less allowance of $42,494 at March 31, 2017 and $39,032 at June 30, 2016
565,242

 
559,557

Inventories
514,238

 
558,581

Prepaid expenses and other current assets
59,739

 
49,367

Total current assets
1,201,406

 
1,228,905

Property and equipment, net
56,409

 
52,388

Goodwill
201,066

 
92,715

Identifiable intangible assets, net
105,578

 
51,127

Deferred income taxes
27,534

 
28,813

Other non-current assets
39,823

 
37,237

Total assets
$
1,631,816

 
$
1,491,185

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
437,226

 
$
471,487

Accrued expenses and other current liabilities
111,330

 
98,975

Current portion of contingent consideration
31,257

 
11,594

Income taxes payable
5,461

 
3,056

Total current liabilities
585,274

 
585,112

Deferred income taxes
2,163

 
2,555

Long-term debt
5,429

 
5,429

Borrowings under revolving credit facility
108,505

 
71,427

Long-term portion of contingent consideration
81,966

 
13,058

Other long-term liabilities
39,760

 
39,108

Total liabilities
823,097

 
716,689

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, 25,314,031 and 25,614,673 shares issued and outstanding at March 31, 2017 and June 30, 2016, respectively
55,997

 
67,249

Retained earnings
830,210

 
779,934

Accumulated other comprehensive income (loss)
(77,488
)
 
(72,687
)
Total shareholders’ equity
808,719

 
774,496

Total liabilities and shareholders’ equity
$
1,631,816

 
$
1,491,185

June 30, 2016 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,
 
2017
 
2016
 
2017
 
2016
Net sales
$
813,538

 
$
798,404

 
$
2,650,895

 
$
2,662,754

Cost of goods sold
720,867

 
713,928

 
2,368,155

 
2,390,093

Gross profit
92,671

 
84,476

 
282,740

 
272,661

Selling, general and administrative expenses
70,733

 
61,690

 
212,691

 
190,202

Change in fair value of contingent consideration
1,960

 
1,139

 
3,921

 
4,520

Operating income
19,978

 
21,647

 
66,128

 
77,939

Interest expense
780

 
694

 
2,281

 
1,684

Interest income
(1,040
)
 
(800
)
 
(2,948
)
 
(2,509
)
Other (income) expense, net
667

 
400

 
(11,280
)
 
1,357

Income before income taxes
19,571

 
21,353

 
78,075

 
77,407

Provision for income taxes
7,147

 
7,311

 
27,799

 
26,713

Net income
$
12,424

 
$
14,042

 
$
50,276

 
$
50,694

Per share data:
 
 
 
 
 
 
 
Net income per common share, basic
$
0.49

 
$
0.54

 
$
1.99

 
$
1.90

Weighted-average shares outstanding, basic
25,262

 
25,863

 
25,311

 
26,741

 
 
 
 
 
 
 
 
Net income per common share, diluted
$
0.49

 
$
0.54

 
$
1.97

 
$
1.88

Weighted-average shares outstanding, diluted
25,400

 
25,967

 
25,458

 
26,908

See accompanying notes to these condensed consolidated financial statements.


5


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

 
Quarter ended
 
Nine months ended
 
March 31,
 
March 31,
 
2017
 
2016
 
2017
 
2016
Net income
$
12,424

 
$
14,042

 
$
50,276

 
$
50,694

Foreign currency translation adjustment
4,762

 
10,288

 
(4,801
)
 
(12,667
)
Comprehensive income
$
17,186

 
$
24,330

 
$
45,475

 
$
38,027

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,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
50,276

 
$
50,694

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
18,692

 
12,570

Amortization of debt issuance costs
223

 
223

Provision for doubtful accounts
5,632

 
2,803

Share-based compensation
4,862

 
5,194

Deferred income taxes
455

 
7,248

Excess tax benefits from share-based payment arrangements
(88
)
 
(101
)
Change in fair value of contingent consideration
3,921

 
4,520

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
7,022

 
52,327

Inventories
41,509

 
(7,736
)
Prepaid expenses and other assets
(8,125
)
 
(312
)
Other non-current assets
(32
)
 
(1,571
)
Accounts payable
(54,378
)
 
(108,896
)
Accrued expenses and other liabilities
11,720

 
8,005

Income taxes payable
2,435

 
(656
)
Net cash provided by (used in) operating activities
84,124

 
24,312

Cash flows from investing activities:
 
 
 
Capital expenditures
(6,445
)
 
(9,120
)
Cash paid for business acquisitions, net of cash acquired
(83,804
)
 
(61,475
)
Payments for acquisition of intangible assets
(3,583
)
 

Net cash provided by (used in) investing activities
(93,832
)
 
(70,595
)
Cash flows from financing activities:
 
 
 
Borrowings on revolving credit
1,305,922

 
1,058,720

Repayments on revolving credit
(1,268,846
)
 
(985,079
)
Repayments on long-term debt

 
(2,019
)
Repayments on capital lease obligation
(184
)
 
(162
)
Contingent consideration payments
(10,241
)
 
(7,286
)
Exercise of stock options
4,770

 
3,816

Repurchase of common stock
(20,882
)
 
(98,414
)
Excess tax benefits from share-based payment arrangements
88

 
101

Net cash provided by (used in) financing activities
10,627

 
(30,323
)
Effect of exchange rate changes on cash and cash equivalents
(132
)
 
(4,191
)
Increase (decrease) in cash and cash equivalents
787

 
(80,797
)
Cash and cash equivalents at beginning of period
61,400

 
121,646

Cash and cash equivalents at end of period
$
62,187

 
$
40,849

 
 
 
 
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 from technology suppliers and sell to resellers and sales partners in specialty technology markets through its Worldwide Barcode, Networking & Security segment and Worldwide Communications & Services segment.

The Company operates in the United States, Canada, Latin America and Europe. The Company sells products into the United States and Canada from a facility located in Mississippi; into Latin America principally from facilities located in Florida, Mexico, Brazil and Colombia; and into Europe from facilities located in Belgium, France, Germany and the United Kingdom.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company 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. 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, 2017 and June 30, 2016, the results of operations for the quarters and nine months ended March 31, 2017 and 2016, the statements of comprehensive income for the quarters and nine months ended March 31, 2017 and 2016, and the statements of cash flows for the nine months ended March 31, 2017 and 2016. The results of operations for the quarters and nine months ended March 31, 2017 and 2016 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, 2016.

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, 2017 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, 2016. 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, 2016.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company maintains zero-balance disbursement accounts at various financial institutions at which the Company does not maintain significant depository relationships. Due to the terms of the agreements governing these accounts, the Company generally does not have the right to offset outstanding checks written from these accounts against cash on hand, and the respective institutions are not legally obligated to honor the checks until sufficient funds are transferred to fund the checks. As a result, checks released but not yet cleared from these accounts in the amounts of $2.9 million and $78.3 million are included in accounts payable as of March 31, 2017 and June 30, 2016, respectively.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("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 arising from an entity’s contracts with customers. The new standard is

8


effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. 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, 2018. We are currently in the process of evaluating the impact of this guidance on our consolidated financial results to determine the appropriate transition method for the Company. We have engaged a third-party consultant to assist with developing a multi-phase plan to assess the impact of adoption. We have also begun our initial review and analysis of business processes and current material contracts.

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) requiring lessees to reflect most leases on their balance sheets and recognize expenses on their income statements. Under the new guidance, lessees will be required to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received, and the lessee's initial direct costs. For leases with a lease term of 12 months or less, as long as the lease does not include options to purchase the underlying assets, lessees can elect not to recognize a lease liability and right-of-use asset. Under the new guidance, lessor accounting is largely unchanged, and the accounting for sale and leaseback transactions is simplified. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This guidance will be applicable to the Company for the fiscal year beginning July 1, 2019. The guidance must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company is currently evaluating the impact on its consolidated financial statements upon the adoption of this new guidance.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) intended to reduce diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update addresses eight specific cash flow issues, with the treatment of contingent consideration payments made after a business combination being the most directly applicable to the Company. The update requires that cash payments made approximately three months or less after an acquisition's consummation date should be classified as cash outflows for investing activities. Payment made thereafter up to the amount of the original contingent consideration liability should be classified as cash outflows from financing activities. Payments made in excess of the amount of the original contingent consideration liability should be classified as cash outflows from operating activities. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The standard will be applicable to the Company for the fiscal year beginning July 1, 2018. Early adoption is permitted, provided all eight amendments are adopted in the same period. The guidance requires adoption using a retrospective transition method. The Company is currently evaluating the impact on its consolidated financial statements upon the adoption of this new guidance.

In January 2017, the FASB issued guidance clarifying the definition of a business within Accounting Standards Codification ("ASC") Topic 850 Business Combinations. The new standard narrows the definition of a business and therefore affects whether an acquisition represents the purchase of a business or an asset. The standard provides for an initial assessment to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, qualifying as an asset, not a business. If the definition of the acquisition is not clear after the initial assessment, the guidance provides framework to determine if the asset(s) acquired include an input and a substantive process that together significantly contribute to the ability to create an output, which constitutes a business. The distinction between a business and an asset is important because asset acquisitions do not result in goodwill, do not require the expensing of transaction costs and do not record contingent consideration at fair value at the acquisition date, as well as other accounting concepts. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted as long as the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company adopted the new standard in connection with an asset acquisition completed during the quarter ended March 31, 2017 (See Note 4-Acquisitions).

In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. It removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not exceeding the carrying amount of goodwill. In addition, income tax effects from any tax deductible goodwill shall also be considered in measuring goodwill impairment loss, if applicable. The guidance is effective for annual and interim periods beginning after December 15, 2019 and should be adopted prospectively. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company intends to adopt the guidance prospectively during the fiscal quarter ended June 30, 2017 as our annual goodwill impairment testing measurement date is April 30, 2017 for the current fiscal year. The adoption is not expected to have an impact on the Company's consolidated financial statements.



9


(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,
 
2017
 
2016
 
2017
 
2016
 
(in thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net Income
$
12,424

 
$
14,042

 
$
50,276

 
$
50,694

Denominator:
 
 
 
 
 
 
 
Weighted-average shares, basic
25,262

 
25,863

 
25,311

 
26,741

Dilutive effect of share-based payments
138

 
104

 
147

 
167

Weighted-average shares, diluted
25,400

 
25,967

 
25,458

 
26,908

 
 
 
 
 
 
 
 
Net income per common share, basic
$
0.49

 
$
0.54

 
$
1.99

 
$
1.90

Net income per common share, diluted
$
0.49

 
$
0.54

 
$
1.97

 
$
1.88


For the quarter and nine months ended March 31, 2017, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 442,001 and 454,006, respectively. For the quarter and nine months ended March 31, 2016, there were 868,211 and 835,055, respectively, 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,
2017
 
June 30,
2016
 
(in thousands)
Foreign currency translation adjustment
$
(77,488
)
 
$
(72,687
)
Accumulated other comprehensive income (loss)
$
(77,488
)
 
$
(72,687
)
 
 
 
 

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,
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Tax expense (benefit)
$
(271
)
 
$
(1,264
)
 
$
(179
)
 
$
1,723

 
 
 
 
 
 
 
 

(4) Acquisitions
KBZ

On September 4, 2015, the Company acquired substantially all the assets of KBZ Communications, Inc. ("KBZ"), a Cisco Authorized Distributor specializing in video conferencing, services, and cloud. KBZ is part of the Company's Worldwide Barcode, Networking and Security operating segment. This acquisition enables the Company to enhance its focus on Cisco’s solutions, combining the strengths of both companies to provide a more robust portfolio of products, solutions and services.


10


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 as part of the acquisition, resulting in $61.5 million net 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. 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. The purchase price allocation is as follows:

 
KBZ
 
(in thousands)
Receivables, net
$
63,131

Inventory
11,227

Other Current Assets
10,303

Property and equipment, net
677

Goodwill
21,639

Identifiable intangible assets
18,400

Other non-current assets
1,399

 
$
126,776

Accounts payable
$
48,271

Accrued expenses and other current liabilities
14,863

Other long-term liabilities
2,167

Consideration transferred, net of cash acquired
61,475

 
$
126,776


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

Intelisys

On August 29, 2016, the Company acquired substantially all the assets of Intelisys, a technology services company with voice, data, cable, wireless, and cloud services. Intelisys is part of the Company's Worldwide Communications and Services operating segment. With this acquisition, the Company broadens its capabilities in the telecom and cloud services market and generates the opportunity for high-growth recurring revenue.

Under the asset purchase agreement, the Company made an initial cash payment of approximately $84.6 million, which consisted of an initial purchase price of $83.6 million and $1.0 million for additional net assets acquired at closing, and agreed to make four additional annual cash installments based on a form of adjusted EBITDA for the periods ending June 30, 2017 through June 30, 2020. The Company acquired $0.8 million of cash as part of the acquisition, resulting in $83.8 million net cash paid for Intelisys initially. A portion of the purchase price was placed into escrow to indemnify the Company for certain pre-acquisition damages. As of March 31, 2017, the balance available in escrow was $8.5 million.

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. The goodwill balance is primarily attributed to entering the recurring revenue telecom and cloud services market and expanded market opportunities to grow recurring revenue streams. Goodwill and identifiable intangible assets are expected to be fully deductible for tax purposes.


11


 
Intelisys
 
(in thousands)
Receivables, net
$
21,655

Other current assets
1,547

Property and equipment, net
5,298

Goodwill
109,005

Identifiable intangible assets
63,110

Other non-current assets
1,839

 
$
202,454

Accounts payable
$
21,063

Accrued expenses and other current liabilities
2,587

Contingent consideration
95,000

Consideration transferred, net of cash acquired
83,804

 
$
202,454


Following the acquisition date, Intelisys contributed the following results to the Condensed Consolidated Income Statement for the quarter and nine months ended March 31, 2017.
 
Quarter ended March 31, 2017
 
Nine months ended March 31, 2017
Net Sales
$
8,893

 
$
20,244

Amortization of intangible assets
1,586

 
3,701

Change in fair value of contingent consideration
3,289

 
6,457

Operating income (loss)
(656
)
 
(942
)
Net income (loss)
$
(403
)
 
$
(392
)

The following tables summarize the Company's unaudited consolidated pro forma results of operations as though the acquisition happened on July 1, 2015. The pro forma consolidated financial statements do not necessarily reflect what the combined company's financial condition or results from operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

For the two months ended August 31, 2016, and the quarter and nine months ended March 31, 2016, the Company has not provided for a change in fair value of contingent consideration.

 
Quarter ended March 31, 2017
 
Nine months ended March 31, 2017
 
(in thousands, except per share data)
 
(in thousands, except per share data)
 
As Reported, Consolidated
 
Pro forma, Consolidated (1)
 
As Reported, Consolidated
 
Pro forma, Consolidated (2)
Net Sales
$
813,538

 
$
813,538

 
$
2,650,895

 
$
2,656,111

Operating income
19,978

 
19,978

 
66,128

 
67,580

Net Income
12,424

 
12,424

 
50,276

 
51,361

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.49

 
$
0.49

 
$
1.99

 
$
2.03

Diluted
$
0.49

 
$
0.49

 
$
1.97

 
$
2.02

(1) There were no acquisition costs in the pro forma results presented for the quarter ended March 31, 2017.
(2) Pro forma results include actual results from Intelisys for the two months ended August 31, 2016. Adjustments include additional amortization and depreciation expense as if the fair value of identifiable intangible assets, including software, had been recorded on July 1, 2015. On a gross basis, operating income includes additional amortization expense of $1.1 million and additional depreciation expense of $0.2 million for the nine months ended March 31, 2017. Net income, net of tax, includes additional amortization expense of $0.7 million and additional depreciation expense of $0.1 million for the nine months ended March 31, 2017. Adjustments also include additional income tax expense of $0.8 million and adding back acquisition costs of $0.5 million.


12


 
Quarter ended March 31, 2016
 
Nine months ended March 31, 2016
 
(in thousands, except per share data)
 
(in thousands, except per share data)
 
As Reported, Consolidated
 
Pro forma, Consolidated (3)
 
As Reported, Consolidated
 
Pro forma, Consolidated (4)
Net Sales
$
798,404

 
$
805,097

 
$
2,662,754

 
$
2,683,588

Operating income
21,647

 
22,112

 
77,939

 
81,483

Net Income
14,042

 
14,296

 
50,694

 
52,768

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.54

 
$
0.55

 
$
1.90

 
$
1.97

Diluted
$
0.54

 
$
0.55

 
$
1.88

 
$
1.96

(3) Includes actual results for Intelisys for the quarter ended March 31, 2016. On a gross basis, operating income includes additional amortization expense of $1.6 million and additional depreciation expense of $0.3 million for the quarter ended March 31, 2016. Net income, net of tax, includes additional amortization expense of $1.0 million and additional depreciation expense of $0.2 million for the quarter ended March 31, 2016. Adjustments also include additional income tax expense of $0.8 million.
(4) Includes actual results for Intelisys for the nine months ended March 31, 2016. On a gross basis, operating income includes additional amortization expense of $4.8 million and additional depreciation expense of $0.8 million for the nine months ended March 31, 2016. Net income, net of tax, includes additional amortization expense of $3.0 million and additional depreciation expense of $0.5 million for the nine months ended March 31, 2016. Adjustments also include additional income tax expense of $3.4 million.
(5) Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended March 31, 2017, by reporting segment, are as follows:
 
Barcode, Networking & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Balance as of June 30, 2016
$
36,434

 
$
56,281

 
$
92,715

Additions

 
109,005

 
109,005

     Foreign currency translation adjustment
(234
)
 
(420
)
 
(654
)
Balance as of March 31, 2017
$
36,200

 
$
164,866

 
$
201,066


The following table shows changes in the amount recognized for net identifiable intangible assets for the nine months ended March 31, 2017.
 
Net Identifiable Intangible Assets
 
(in thousands)
Balance as of June 30, 2016
$
51,127

Additions
66,693

Amortization expense
(11,537
)
Foreign currency translation adjustment
(705
)
Balance as of March 31, 2017
$
105,578


Intangible asset balances include trade names, customer relationships, customer contracts, non-compete agreements, and distributor agreements. On March 22, 2017, the Company completed an asset acquisition through its subsidiary, Intelisys, of supplier partner program assets to enhance our high-growth recurring revenue model. The acquired assets have been recorded as intangible assets in the accompanying Condensed Consolidated Balance Sheets and will be amortized over a ten-year period.

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

Revolving Credit Facility


13


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 was scheduled to mature on November 6, 2018. On April 3, 2017, the Company entered into an amendment of this credit facility that extended its maturity to April 3, 2022. The Amended Credit Agreement allows for the issuance of up to $50 million for letters of credit and has a $200 million accordion feature that allows the Company to increase the availability to $500 million, subject to obtaining additional credit commitments from the lenders participating in the increase. The Company incurred debt issuance costs of $1 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.

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, income taxes, depreciation and amortization ("EBITDA") for the most recently completed four quarters (the "Leverage Ratio"). This spread ranges from 1.00% to 2.125% for LIBOR-based loans and 0.00% to 1.125% for alternate base rate loans. Additionally, the Company is assessed commitment fees ranging from 0.175% to 0.350%, depending upon the Leverage Ratio, on non-utilized borrowing availability, excluding swingline loans. 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.

At March 31, 2017, the spread in effect was 1.25% for LIBOR-based loans and 0.25% for alternate base rate loans. The commitment fee rate in effect as of March 31, 2017 was 0.20%. The Company was in compliance with all covenants under the credit facility as of March 31, 2017. There was $108.5 million and $71.4 million outstanding on the revolving credit facility at March 31, 2017 and June 30, 2016, respectively.

The average daily outstanding balance during the nine month periods ended March 31, 2017 and 2016 was $131.2 million and $93.5 million, respectively. There was $191.5 million and $228.2 million available for additional borrowings as of March 31, 2017 and June 30, 2016, respectively. There were no letters of credit issued under the multi-currency revolving credit facility as of March 31, 2017 and €0.4 million as of June 30, 2016.

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 warehouse, 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, 2017, the Company was in compliance with all covenants under this bond. The balance on the bond was $5.4 million as of March 31, 2017 and June 30, 2016 and is included in long-term debt. The interest rate at March 31, 2017 and June 30, 2016 was 1.66% and 1.32%, respectively.
 
Debt Issuance Costs

As of March 31, 2017, net debt issuance costs associated with the credit facility and bond totaled $1.4 million and are being amortized on a straight-line basis through the maturity date of each respective debt instrument.


14


(7) Derivatives and Hedging Activities

In an effort to manage the exposure to foreign currency exchange rates and interest rates, 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 and the ineffective portions of cash flow hedges designated as hedging instruments 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, Colombian peso and Peruvian nuevo sol. 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 $64.5 million and $46.2 million for the exchange of foreign currencies as of March 31, 2017 and June 30, 2016, 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,
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Net foreign exchange derivative contract (gains) losses
$
735

 
$
286

 
$
(225
)
 
$
(2,014
)
Net foreign currency transactional and re-measurement (gains) losses
(24
)
 
67

 
1,856

 
3,622

Net foreign currency (gains) losses
$
711

 
$
353

 
$
1,631

 
$
1,608


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 U.S. dollar versus the Brazilian real, the U.S. dollar versus the euro, the British pound versus the euro, and other currencies versus the U.S. dollar.

The Company used the following derivative instruments, reflected in its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above:
 
As of March 31, 2017
 
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
$

 
$
614

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

 
$
274

(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 classifies certain assets and liabilities based on the fair value hierarchy, which aggregates fair value measured assets and liabilities based upon the following levels of inputs:

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

The assets and liabilities maintained by the Company that are required to be measured 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 and contingent consideration owed to the previous owners of CDC, Imago, Network1, and Intelisys. The carrying value of debt is considered to approximate fair value, as the Company’s debt instruments are indexed to a variable rate using the market approach (Level 2 criteria).

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, 2017:
 
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
$
20,763

 
$
20,763

 
$

 
$

Forward foreign currency exchange contracts
614

 

 
614

 

Total assets at fair value
$
21,377

 
$
20,763

 
$
614

 
$

Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
20,398

 
$
20,398

 
$

 
$

Forward foreign currency exchange contracts
274

 

 
274

 

Liability for contingent consideration, current and non-current portion
113,223

 

 

 
113,223

Total liabilities at fair value
$
133,895

 
$
20,398

 
$
274

 
$
113,223





















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, 2016:
 
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
$
17,893

 
$
17,893

 
$

 
$

Forward foreign currency exchange contracts
33

 

 
33

 

Total assets at fair value
$
17,926

 
$
17,893

 
$
33

 
$

Liabilities:
 
 
 
 
 
 
 
Deferred compensation plan investments, current and non-current portion
$
17,893

 
$
17,893

 
$

 
$

Forward foreign currency exchange contracts
551

 

 
551

 

Liability for contingent consideration, current and non-current portion
24,652

 

 

 
24,652

Total liabilities at fair value
$
43,096

 
$
17,893

 
$
551

 
$
24,652


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 and active employees. These investments are recorded to prepaid expenses and other current assets or other non-current assets depending on their corresponding, anticipated distribution dates 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, 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 Condensed Consolidated Balance Sheets 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, Network1 and Intelisys representing the amounts payable to former shareholders, as outlined under the terms of the purchase agreements, based upon the achievement of a projected earnings measure, net of specific pro forma adjustments. The final payment to CDC was paid during fiscal year 2016 and the final payment to Imago was paid during the quarter ended December 31, 2016. 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, Networking and Security Segment, and Imago, Network1 and Intelisys 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 Imago, Network1 and Intelisys earnouts for the quarter and nine months ended March 31, 2017:
 
Contingent consideration for the quarter ended
 
Contingent consideration for the nine months ended
 
March 31, 2017
 
March 31, 2017
 
Communications & Services Segment
 
Communications & Services Segment
 
(in thousands)
Fair value at beginning of period
$
110,880

 
$
24,652

Issuance of contingent consideration

 
95,000

Payments

 
(10,241
)
Change in fair value of contingent consideration
1,960

 
3,921

Foreign currency translation adjustment
383

 
(109
)
Fair value at end of period
$
113,223

 
$
113,223


The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the CDC, Imago, and Network1 earnouts for the quarter and nine months ended March 31, 2016:
 
Contingent consideration for the quarter ended
 
Contingent consideration for the nine months ended
 
March 31, 2016
 
March 31, 2016
 
Barcode, Networking & Security Segment
 
Communications & Services Segment
 
Total
 
Barcode, Networking & Security Segment
 
Communications & Services Segment
 
Total
 
(in thousands)
Fair value at beginning of period
$
1,156

 
$
22,844

 
$
24,000

 
$
5,109

 
$
28,851

 
$
33,960

Payments

 

 

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

 
1,139

 
1,139

 
126

 
4,394

 
4,520

Foreign currency translation adjustment
113

 
1,889

 
2,002

 
(833
)
 
(3,220
)
 
(4,053
)
Fair value at end of period
$
1,269

 
$
25,872

 
$
27,141

 
$
1,269

 
$
25,872

 
$
27,141


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 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 United States, Brazilian and European markets.

A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration. Valuation techniques and significant observable inputs used in recurring Level 3 fair value measurements for our contingent consideration liabilities as of March 31, 2017 and June 30, 2016 were as follows.


18


Reporting Period
 
Valuation Technique
 
Significant Unobservable Inputs
 
Weighted Average Rates
March 31, 2017
 
Discounted cash flow
 
Weighted average cost of capital
 
15.2
%
 
 
 
 
Adjusted EBITDA growth rate
 
44.3
%
 
 
 
 
 
 
 
June 30, 2016
 
Discounted cash flow
 
Weighted average cost of capital
 
17.7
%
 
 
 
 
Adjusted EBITDA growth rate
 
44.0
%

The final payment of the contingent consideration related to Imago was paid during the quarter ended December 31, 2016. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a gain of $1.1 million for the nine months ended March 31, 2017. The change in fair value is primarily driven by actual results that were less than expected, including special adjustments as determined by the stock purchase agreement. 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.

The discounted fair value of the liability for the contingent consideration related to Network1 recognized at March 31, 2017 was $11.8 million, of which $5.5 million is classified as current. For the quarter and nine months ended March 31, 2017 the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a gain of $1.3 million and $1.5 million, primarily driven by less than expected results, partially offset 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 $14.0 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.

The discounted fair value of the liability for the contingent consideration related to Intelisys recognized at March 31, 2017 was $101.5 million, of which $25.8 million is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement contributed a loss of $3.3 million and $6.5 million for the quarter and nine months ended March 31, 2017, respectively. The change for the quarter and nine month period is driven by the recurring amortization of the unrecognized fair value discount. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range up to $132.8 million, based on the Company’s best estimate of the earnout calculated on a multiple of earnings, before interest expense, income taxes, depreciation and amortization.




19



(9) Segment Information

The Company is a leading global provider of technology products and solutions to resellers and sales partners in specialty technology markets. The Company has two reportable segments, based on product, customer and service type.

During the quarter, we elected to transition a portion of our Latin American business from the Barcode & Security segment to the Communications & Services segment. We have reclassified prior period results for each business segment to provide comparable information.

Worldwide Barcode, Networking & Security Segment

The Barcode, Networking & 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 in North America, Latin America and Europe. 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 healthcare 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 that offer voice, video conferencing, wireless, data networking, cable, collaboration, converged communications, cloud and technology services 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, such as 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
 
Nine months ended
 
March 31,
 
March 31,
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Sales:
 
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
548,971

 
$
528,009

 
$
1,770,015

 
$
1,780,324

Worldwide Communications & Services
264,567

 
270,395

 
880,880

 
882,430

 
$
813,538

 
$
798,404

 
$
2,650,895

 
$
2,662,754

Depreciation and amortization:
 
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
1,828

 
$
1,453

 
$
5,183

 
$
3,996

Worldwide Communications & Services
4,182

 
1,969

 
11,002

 
6,274

Corporate
870

 
859

 
2,507

 
2,300

 
$
6,880

 
$
4,281

 
$
18,692

 
$
12,570

Operating income:
 
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
11,175

 
$
11,160

 
$
36,729

 
$
43,420

Worldwide Communications & Services
8,803

 
10,516

 
30,232

 
34,830

Corporate

 
(29
)
 
(833
)
 
(311
)
 
$
19,978

 
$
21,647

 
$
66,128

 
$
77,939

Capital expenditures:
 
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
1,144

 
$
1,247

 
$
2,522

 
$
3,024

Worldwide Communications & Services
943

 
571

 
2,033

 
2,205

Corporate
1,098

 
3,836

 
1,890

 
3,891

 
$
3,185

 
$
5,654

 
$
6,445

 
$
9,120

Sales by Geography Category:
 
 
 
 
 
 
 
United States
$
619,590

 
$
599,375

 
$
2,016,561

 
$
1,996,270

International(1)
200,382

 
206,748

 
660,124

 
693,526

Less intercompany sales
(6,434
)
 
(7,719
)
 
(25,790
)
 
(27,042
)
 
$
813,538

 
$
798,404

 
$
2,650,895

 
$
2,662,754

 
 
 
 
 
 
 
 
(1) For the quarter and nine months ended March 31, 2017, there were no sales in excess of 10% of consolidated net sales to any single international country.

 
March 31, 2017
 
June 30, 2016
 
(in thousands)
Assets:
 
 
 
Worldwide Barcode, Networking & Security
$
807,219

 
$
836,674

Worldwide Communications & Services
759,010

 
595,781

Corporate
65,587

 
58,730

 
$
1,631,816

 
$
1,491,185

Property and equipment, net by Geography Category:
 
 
 
United States
$
51,614

 
$
46,935

International
4,795

 
5,453

 
$
56,409

 
$
52,388



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.

During the quarter ended December 31, 2016, the Company recognized $12.8 million in proceeds from a legal settlement, net of attorney fees.

The Company is in the process of completing several capital projects for fiscal year 2017 that will result in significant cash commitments. Total capital expenditures for fiscal year 2017 are expected to range from $7 million to $10 million, primarily for 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 sufficient funds to pay those obligations were escrowed or the Company is entitled to offset those obligations against future earnout payments under 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 March 31, 2017:
 
March 31, 2017
 
CDC
 
Network1
 
(in thousands)
Assets
 
 
 
Prepaid expenses and other current assets
$
2,309

 
$
1,351

Other non-current assets
$

 
$
8,598

Liabilities
 
 
 
Accrued expenses and other current liabilities
$
2,309

 
$
1,351

Other long-term liabilities
$

 
$
8,598


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, 2016:

 
June 30, 2016
 
CDC
 
Network1
 
(in thousands)
Assets
 
 
 
Prepaid expenses and other current assets
$
2,346

 
$
595

Other non-current assets
$

 
$
9,837

Liabilities
 
 
 
Accrued expenses and other current liabilities
$
2,346

 
$
595

Other long-term liabilities
$

 
$
9,837


Changes in these contingent liabilities and receivables from June 30, 2016 are primarily driven by foreign currency translation and the lapse of the statute of limitations on a portion of the Network1 contingencies.

(11) Income Taxes
The Company had approximately $2.2 million and $2.1 million of total gross unrecognized tax benefits as of March 31, 2017 and June 30, 2016, respectively. Of this total at March 31, 2017, approximately $1.4 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.

22


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, 2012.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of March 31, 2017, the Company had approximately $1.1 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 of 35.6% for the nine months ended March 31, 2017 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, state income taxes and adjustments to tax credits.

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 Belgium for the quarter and nine months ended March 31, 2017 produced a pre-tax loss, compared to pre-tax income generated for the quarter and nine months ended March 31, 2016. Over the most recent three-year period, our Belgium business has produced overall positive cumulative earnings. In the judgment of management, the conditions that gave rise to the losses recognized for the current quarter and most recent fiscal year are temporary, and it is more likely than not that the deferred tax asset will be realized.

23



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 from approximately 500 technology suppliers and sell to approximately 33,000 resellers and sales partners in the following specialty technology markets: POS and Barcode, networking and security, communications, telecom and cloud services, and emerging technologies.

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 or co-presidents: Worldwide Barcode, Networking & Security and Worldwide Communications & Services.

The Company operates in the United States, Canada, Latin America and Europe. The Company sells products into the United States and Canada from its facilities located in Mississippi; into Latin America principally from facilities located in Florida, Mexico, Brazil and Colombia; and into Europe principally from facilities in Belgium, France, Germany and the United Kingdom.

The Company's key vendors include Aruba/HPE, Axis, AudioCodes, Avaya, Barco, Bematech, Brocade/Ruckus Wireless, CenturyLink, Cisco, Comcast Business, Datalogic, Dell, Dialogic, Elo, Epson, Honeywell, HID, Ingenico, Jabra, Level 3, March Networks, Mitel, NCR, Oracle, Panasonic, Plantronics, Polycom, Samsung, ShoreTel, Sony, Spectralink, Toshiba Global Commerce Solutions, Ubiquiti, Unify, Verifone, Verizon, Windstream, XO and Zebra Technologies.

Recent Developments

On August 29, 2016, the Company acquired substantially all the assets of Intelisys Communications, Inc., a technology services company with voice, data, cable, wireless and cloud services. Intelisys is part of the Company's Worldwide Communications & Services operating segment. With this acquisition, the Company broadened its capabilities in the telecom and cloud services market and generated the opportunity for high-growth recurring revenue.

Our Future

Our objective is to grow profitable sales in the technologies we offer. On an ongoing basis we evaluate strategic acquisitions to enhance our technological and geographic portfolios and to expand our capabilities in higher margin, high growth areas. In doing so, we face numerous challenges that require attention and resources. Certain business units and geographies continue to experience increased competition. 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 more effectively compete in the marketplace.




24


Results of Operations

During the quarter, we elected to transition a portion of our Latin American business from the Barcode & Security segment to the Communications & Services segment. We have reclassified prior period results for each business segment to provide comparable information.

Net Sales
The following tables summarize the Company’s net sales results by technology segment and by geographic location for the quarters and nine months ended March 31, 2017 and 2016.
 
Quarter ended March 31,
 
 
 
% Change, Constant Currency, Excluding Acquisitions (a)
Net Sales by Segment:
2017
 
2016
 
$ Change
 
% Change
 
 
(in thousands)
 
 
 
 
Worldwide Barcode, Networking & Security
$
548,971

 
$
528,009

 
$
20,962

 
4.0
 %
 
3.4
 %
Worldwide Communications & Services
264,567

 
270,395

 
(5,828
)
 
(2.2
)%
 
(6.8
)%
Total net sales
$
813,538

 
$
798,404

 
$
15,134

 
1.9
 %
 
(0.1
)%
 
 
 
 
 
 
 
 
 
 
 
Nine months ended March 31,
 
 
 
% Change, Constant Currency, Excluding Acquisitions (a)
 
2017
 
2016
 
$ Change
 
% Change
 
 
(in thousands)
 
 

 
 
Worldwide Barcode, Networking & Security
$
1,770,015

 
$
1,780,324

 
$
(10,309
)
 
(0.6
)%
 
(4.8
)%
Worldwide Communications & Services
880,880

 
882,430

 
(1,550
)
 
(0.2
)%
 
(3.3
)%
Total net sales
$
2,650,895

 
$
2,662,754

 
$
(11,859
)
 
(0.4
)%
 
(4.3
)%
(a) A reconciliation of non-GAAP net sales in constant currency, excluding acquisitions is presented at the end of Results of Operations, under Non-GAAP Financial Information.

Worldwide Barcode, Networking & Security

The Barcode, Networking & Security segment consists of sales to technology resellers and sales partners in North America, Europe and Latin America. For the quarter ended March 31, 2017, net sales for the Barcode, Networking & Security segment increased $21.0 million, or 4.0% compared to the prior year quarter. Excluding the foreign exchange positive impact, adjusted net sales increased $17.8 million, or 3.4%. The increase in net sales and adjusted net sales for the quarter is primarily due to sales growth in North America.

For the nine months ended March 31, 2017, net sales decreased $10.3 million, or 0.6% compared to the prior year primarily due to lower sales volume in all geographies, with the exception of higher sales in our KBZ acquisition. Excluding the foreign exchange positive impact, as well as sales from the KBZ acquisition for the three months ended September 30, 2016 and 2015, adjusted net sales for the Barcode, Networking & Security segment decreased $84.5 million, or 4.8%. The decrease in adjusted net sales for the nine month period is largely due to lower sales volume in our North American business units, partially attributable to a large transaction within our KBZ business in the prior year December quarter that did not recur, nor did we expect it to recur in the current year.

Worldwide Communications & Services
The Communications & Services segment consists of sales to technology resellers and sales partners in North America, Europe and Latin America. For the quarter ended March 31, 2017, net sales for the Communications & Services segment decreased $5.8 million, or 2.2% compared to the prior year quarter primarily due to lower sales volume in all geographies, with the exception of sales from Intelisys. Excluding the foreign exchange impact and sales from the Intelisys acquisition for the quarter, adjusted net sales decreased $18.4 million, or 6.8% primarily due to lower sales volume in North America and Latin America.
For the nine months ended March 31, 2017, net sales decreased $1.6 million, or 0.2% compared to the prior year primarily due to overall lower sales volume in Europe and Brazil, partially offset by results from Intelisys included in the current year. Excluding the foreign exchange positive impact and sales from the Intelisys acquisition for the nine month period, adjusted net sales decreased $29.0 million, or 3.3% largely due to lower sales volume in Europe and Latin America.

25


 
Quarter ended March 31,
 
 
Net Sales by Geography:
2017
 
2016
 
$ Change
 
% Change
 
(in thousands)
 
 
United States
$
613,157

 
$
591,663

 
$
21,494

 
3.6
 %
International
$
200,381

 
$
206,741

 
(6,360
)
 
(3.1
)%
Total net sales
$
813,538

 
$
798,404

 
$
15,134

 
1.9
 %
 
 
 
 
 
 
 
 
 
Nine months ended March 31,
 
 
 
2017
 
2016
 
$ Change
 
% Change
 
(in thousands)
 
 
United States
$
1,990,784

 
$
1,969,236

 
$
21,548

 
1.1
 %
International
660,111

 
693,518

 
(33,407
)
 
(4.8
)%
Total net sales
$
2,650,895

 
$
2,662,754

 
$
(11,859
)
 
(0.4
)%

Gross Profit
The following table summarizes the Company’s gross profit for the quarters and nine months ended March 31, 2017 and 2016:
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
45,850

 
$
45,740

 
$
110

 
0.2
 %
 
8.4
%
 
8.7
%
Worldwide Communications & Services
46,821

 
38,736

 
8,085

 
20.9
 %
 
17.7
%
 
14.3
%
Gross profit
$
92,671

 
$
84,476

 
$
8,195

 
9.7
 %
 
11.4
%
 
10.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
144,057

 
$
149,999

 
$
(5,942
)
 
(4.0
)%
 
8.1
%
 
8.4
%
Worldwide Communications & Services
138,683

 
122,662

 
16,021

 
13.1
 %
 
15.7
%
 
13.9
%
Gross profit
$
282,740

 
$
272,661

 
$
10,079

 
3.7
 %
 
10.7
%
 
10.2
%
 
 
 
 
 
 
 
 
 
 
 
 

Worldwide Barcode, Networking & Security

Gross profit dollars increased slightly, while gross profit margins decreased for the Barcode, Networking & Security segment for the quarter ended March 31, 2017 compared to the prior year quarter. Gross profit dollars and gross profit margin decreased for the nine month period compared to the prior year. The decrease in gross profit margin for the quarter and nine months ended March 31, 2017 is primarily due to vendor program changes from the prior year.

Worldwide Communications & Services

In the Communications & Services segment, gross profit dollars and gross profit margin increased for the quarter and nine months ended March 31, 2017 primarily due to the results contributed by Intelisys. Excluding the impact of the gross profit from the Intelisys acquisition, adjusted gross profit dollars decreased $0.8 million and $4.2 million, respectively, related to the lower sales volumes. Adjusted gross profit margin, excluding Intelisys, increased to 14.8% for the quarter primarily due to timing of vendor program recognition. Adjusted gross profit margin, excluding Intelisys, decreased slightly to 13.8% for the nine month period compared to the prior year primarily due to an overall less favorable sales mix.

Operating Expenses

The following table summarizes our operating expenses for the quarters and nine months ended March 31, 2017 and 2016:

26


 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
Selling, general and administrative expenses
$
70,733

 
$
61,690

 
$
9,043

 
14.7
 %
 
8.7
%
 
7.7
%
Change in fair value of contingent consideration
1,960

 
1,139

 
821

 
72.1
 %
 
0.2
%
 
0.1
%
Operating expenses
$
72,693

 
$
62,829

 
$
9,864

 
15.7
 %
 
8.9
%
 
7.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
$
212,691

 
$
190,202

 
$
22,489

 
11.8
 %
 
8.0
%
 
7.1
%
Change in fair value of contingent consideration
3,921

 
4,520

 
(599
)
 
(13.3
)%
 
0.1
%
 
0.2
%
Operating expenses
$
216,612

 
$
194,722

 
$
21,890

 
11.2
 %
 
8.2
%
 
7.3
%

Selling, general and administrative expenses ("SG&A") increased $9.0 million and $22.5 million, respectively, for the quarter and nine months ended March 31, 2017 as compared to the prior year. The increase in SG&A for the quarter and nine month period is primarily due to increased employee-related expenses and amortization expense, both largely related to the Intelisys acquisition, and increases in bad debt expense.

We present changes in fair value of the contingent consideration owed to the former shareholders of Intelisys, Network1, and Imago as a separate line item in operating expenses. The final earnout payment was paid to the former shareholders of Imago during the quarter ended December 31, 2016. We recorded fair value adjustment losses of $2.0 million and $3.9 million for the quarter and nine month period, respectively, which was primarily driven by the recurring amortization of the unrecognized fair value discount, partially offset by lower than expected results for Network1.

Operating Income

The following table summarizes our operating income for the quarters and nine months ended March 31, 2017 and 2016:
 
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
11,175

 
$
11,160

 
$
15

 
0.1
 %
 
2.0
%
 
2.1
%
Worldwide Communications & Services
8,803

 
10,516

 
(1,713
)
 
(16.3
)%
 
3.3
%
 
3.9
%
Corporate

 
(29
)
 
29

 
nm*

 
nm*

 
nm*

Operating income
$
19,978

 
$
21,647

 
$
(1,669
)
 
(7.7
)%
 
2.5
%
 
2.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
Worldwide Barcode, Networking & Security
$
36,729

 
$
43,420

 
$
(6,691
)
 
(15.4
)%
 
2.1
%
 
2.4
%
Worldwide Communications & Services
30,232

 
34,830

 
(4,598
)
 
(13.2
)%
 
3.4
%
 
3.9
%
Corporate
(833
)
 
(311
)
 
(522
)
 
nm*

 
nm*

 
nm*

Operating income
$
66,128

 
$
77,939

 
$
(11,811
)
 
(15.2
)%
 
2.5
%
 
2.9
%
*nm - percentages are not meaningful





27



Worldwide Barcode, Networking & Security

For the Barcode, Networking & Security segment, operating income and operating margin of 2.0% for the current quarter versus 2.1% for the prior year quarter remained fairly consistent for the quarter ended March 31, 2017. Operating income and operating margin decreased for the nine months ended March 31, 2017 largely due to the effect of decreases in gross profit dollars and gross profit margin, coupled with increased employee related costs.

Worldwide Communications & Services

For the Communications & Services segment, operating income and operating margin decreased for the quarter and nine months ended March 31, 2017 compared to the prior year. For the quarter, the decrease in operating income is largely due to the expense recorded from the change in fair value of contingent consideration for Intelisys and increased bad debt expense. For the nine month period, the decrease in operating income is primarily due to an increase in bad debt expense.

Corporate

Corporate incurred no expense and $0.8 million of expense relating to acquisition costs during the quarter and nine months ended March 31, 2017, respectively, compared to less than $0.1 million and $0.3 million of expense relating to acquisition costs for the quarter and nine months ended March 31, 2016, respectively.

Total Other (Income) Expense

The following table summarizes our total other (income) expense for the quarters and nine months ended March 31, 2017 and 2016:
 
Quarter ended March 31,
 
 
 
 
 
% of Net Sales March 31,
 
2017
 
2016
 
$ Change
 
% Change
 
2017
 
2016
 
(in thousands)
 
 
 
 
 
 
Interest expense
$
780

 
$
694

 
$
86

 
12.4