v2.4.0.6
Document and Entity Information (USD $)
3 Months Ended
Jun. 30, 2012
Aug. 03, 2012
Oct. 01, 2011
Document and Entity Information [Abstract]      
Entity Registrant Name BLACK BOX Corporation    
Entity Central Index Key 0000849547    
Document Type 10-Q    
Document Period End Date Jun. 30, 2012    
Amendment Flag false    
Document Fiscal Year Focus 2013    
Document Fiscal Period Focus Q1    
Current Fiscal Year End Date --03-31    
Entity Current Reporting Status Yes    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Filer Category Accelerated Filer    
Entity Common Stock, Shares Outstanding   16,868,801  
Entity Public Float     $ 375,118,048
v2.4.0.6
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2012
Mar. 31, 2012
Assets    
Cash and cash equivalents $ 19,847 $ 22,444 [1]
Accounts receivable, net of allowance for doubtful accounts of $5,620 and $6,273 155,297 163,888 [1]
Inventories, net 56,825 56,956 [1]
Costs/estimated earnings in excess of billings on uncompleted contracts 101,631 87,634 [1]
Other assets 23,593 22,678 [1]
Total current assets 357,193 353,600
Property, plant and equipment, net 27,491 27,109 [1]
Goodwill, net 345,387 346,438 [1]
Intangibles, net 123,081 126,541 [1]
Other assets 31,941 34,335 [1]
Total assets 885,093 888,023
Liabilities    
Accounts payable 68,121 71,095 [1]
Accrued compensation and benefits 22,220 31,151 [1]
Deferred revenue 33,493 35,601 [1]
Billings in excess of costs/estimated earnings on uncompleted contracts 16,634 14,315 [1]
Income taxes 3,072 2,574 [1]
Other liabilities 35,256 32,697 [1]
Total current liabilities 178,796 187,433
Long-term debt 200,804 179,621 [1]
Other liabilities 25,051 26,585 [1]
Total liabilities 404,651 393,639
Stockholders' Equity    
Preferred stock authorized 5,000, par value $1.00, none issued 0 0 [1]
Common stock authorized 100,000, par value $.001, 16,933 and 17,480 shares outstanding, 25,897 and 25,730 issued 26 26 [1]
Additional paid-in capital 481,567 478,726 [1]
Retained earnings 351,819 347,242 [1]
Accumulated other comprehensive income 3,134 7,262 [1]
Treasury stock, at cost 8,964 and 8,250 shares (356,104) (338,872) [1]
Total stockholders’ equity 480,442 494,384
Total liabilities and stockholders’ equity $ 885,093 $ 888,023
[1] Derived from audited financial statements
v2.4.0.6
Consolidated Balance Sheets Parenthetical (USD $)
In Thousands, except Per Share data, unless otherwise specified
Jun. 30, 2012
Mar. 31, 2012
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 5,620 $ 6,273
Preferred stock, par value $ 1 $ 1
Preferred stock, shares authorized 5,000 5,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000 100,000
Common stock, shares issued 25,897 25,730
Common stock, shares outstanding 16,933 17,480
Treasury stock, shares 8,964 8,250
v2.4.0.6
Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Jun. 30, 2012
Jul. 02, 2011
Revenues    
Products $ 44,148 $ 47,719
On-Site services 203,689 220,707
Total 247,837 268,426
Cost of sales    
Products 24,201 [1] 26,267 [1]
On-Site services 144,362 [1] 155,578 [1]
Total 168,563 [1] 181,845 [1]
Gross profit 79,274 86,581
Selling, general & administrative expenses 63,950 66,644
Intangibles amortization 3,464 3,059
Operating income 11,860 16,878
Interest expense (income), net 1,930 1,065
Other expenses (income), net 361 292
Income before provision for income taxes 9,569 15,521
Provision for income taxes 3,637 5,898
Net income $ 5,932 $ 9,623
Earnings per common share    
Basic $ 0.34 $ 0.54
Diluted $ 0.34 $ 0.53
Weighted-average common shares outstanding    
Basic 17,328 17,975
Diluted 17,389 18,145
Dividends per share $ 0.08 $ 0.07
[1] Exclusive of depreciation and intangibles amortization
v2.4.0.6
Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Jun. 30, 2012
Jul. 02, 2011
Statement of Other Comprehensive Income [Abstract]    
Net income $ 5,932 $ 9,623
Other comprehensive income    
Foreign currency translation adjustment (4,147) 3,119
Pension    
Actuarial gain (loss), net of taxes of $2 and $2 4 4
Actuarial gain (loss) reclassified into results of operations, net of taxes of $38 and $37 61 60
Derivative instruments    
Net change in fair value of cash flow hedges, net of taxes of $108 and $99 (174) (159)
Amounts reclassified into results of operations, net of taxes of $79 and $116 128 187
Other comprehensive income (loss) (4,128) 3,211
Comprehensive income $ 1,804 $ 12,834
v2.4.0.6
Consolidated Statements of Comprehensive Income (Unaudited) Parenthetical (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Jun. 30, 2012
Jul. 02, 2011
Pension    
Actuarial gain (loss), taxes $ 2 $ 2
Actuarial gain (loss) reclassified into results of operations, taxes 38 37
Derivative instruments    
Net change in fair value of cash flow hedges, taxes 108 99
Amounts reclassified into results of operations, taxes $ 79 $ 116
v2.4.0.6
Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Jun. 30, 2012
Jul. 02, 2011
Operating Activities    
Net income $ 5,932 $ 9,623
Adjustments to reconcile net income to net cash provided by (used for) operating activities    
Intangibles amortization and depreciation 4,829 4,479
Loss (gain) on sale of property (22) (17)
Deferred taxes 1,414 2,701
Stock compensation expense 2,871 3,372
Change in fair value of interest-rate swaps 646 (912)
Changes in operating assets and liabilities (net of acquisitions)    
Accounts receivable, net 7,846 7,513
Inventories, net (79) (6,582)
Costs/estimated earnings in excess of billings on uncompleted contracts (14,127) (3,146)
All other assets (917) (621)
Billings in excess of costs/estimated earnings on uncompleted contracts 2,346 1,842
All other liabilities (14,109) (4,650)
Net cash provided by (used for) operating activities (3,370) 13,602
Investing Activities    
Capital expenditures (1,788) (2,036)
Capital disposals 24 18
Acquisition of businesses (payments)/recoveries 17 0
Prior merger-related (payments)/recoveries (1,424) (334)
Net cash provided by (used for) investing activities (3,171) (2,352)
Financing Activities    
Proceeds from borrowings 59,305 52,429
Repayment of borrowings (36,715) (60,588)
Deferred financing costs 0 0
Purchase of treasury stock (17,232) (1,521)
Proceeds from the exercise of stock options 0 0
Payment of dividends (1,224) (1,075)
Net cash provided by (used for) financing activities 4,134 (10,755)
Foreign currency exchange impact on cash (190) 484
Increase/(decrease) in cash and cash equivalents (2,597) 979
Cash and cash equivalents at beginning of period 22,444 [1] 31,212
Cash and cash equivalents at end of period 19,847 32,191
Supplemental cash flow    
Cash paid for interest 915 1,945
Cash paid for income taxes 1,837 4,129
Non-cash financing activities    
Dividends payable 1,355 1,262
Capital leases $ 0 $ 0
[1] Derived from audited financial statements
v2.4.0.6
Business and Basis of Presentation
3 Months Ended
Jun. 30, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Basis of Presentation
Business and Basis of Presentation

Business
Black Box Corporation ("Black Box" or the "Company") is a leading communications system integrator dedicated to designing, sourcing, implementing and maintaining today's complex communications solutions. The Company's primary service offering is voice communications solutions ("Voice Communications"); the Company also offers premise cabling and other data-related services solutions ("Data Infrastructure") and technology product solutions (“Technology Products”). The Company provides 24/7/365 technical support for all its solutions, which encompass all major voice and data product manufacturers as well as an extensive range of technology products that it sells through its catalog and Internet Web site and its Voice Communications and Data Infrastructure (collectively referred to as "On-Site services") offices. As of June 30, 2012, the Company had more than 3,000 professional technical experts in approximately 200 offices serving more than 175,000 clients in approximately 150 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Black Box have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Company believes that these consolidated financial statements reflect all normal, recurring adjustments needed to present fairly the Company’s results for the interim periods presented. The results as of and for interim periods may not be indicative of the results of operations for any other interim period or for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") for the fiscal year ended March 31, 2012 (the "Form 10-K").

The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and end on the Saturday generally nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented in these Notes to the Consolidated Financial Statements as of June 30, 2012 and 2011 were June 30, 2012 and July 2, 2011. References herein to "Fiscal Year" or "Fiscal" mean the Company’s fiscal year ended March 31 for the year referenced. All references to dollar amounts herein are presented in thousands, except per share amounts, unless otherwise noted.

The consolidated financial statements include the accounts of the parent company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items in the consolidated financial statements of prior years have been reclassified to conform to the current year's presentation.

The preparation of financial statements in conformity with GAAP requires Company management ("Management") to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include project progress towards completion to estimated budget, allowances for doubtful accounts receivable, sales returns, net realizable value of inventories, loss contingencies, warranty reserves, intangible assets and goodwill. Actual results could differ from those estimates. Management believes the estimates made are reasonable.
v2.4.0.6
Significant Accounting Policies
3 Months Ended
Jun. 30, 2012
Accounting Policies [Abstract]  
Significant Accounting Policies
Significant Accounting Policies

Significant Accounting Policies
The significant accounting policies used in the preparation of the Company’s consolidated financial statements are disclosed in Note 2 of the Notes to the Consolidated Financial Statements within the Form 10-K. No additional significant accounting policies have been adopted during Fiscal 2013.

Recent Accounting Pronouncements
There have been no accounting pronouncements adopted during Fiscal 2013 that had a material impact on the Company's consolidated financial statements. There have been no new accounting pronouncements issued but not yet adopted that are expected to have a material impact on the Company's consolidated financial statements.
v2.4.0.6
Inventories
3 Months Ended
Jun. 30, 2012
Inventory Disclosure [Abstract]  
Inventories
Inventories

The Company’s Inventories consist of the following:
 
June 30, 2012

March 31, 2012

Raw materials
$
1,399

$
1,260

Finished goods
74,421

74,596

Inventory, gross
75,820

75,856

Excess and obsolete inventory reserves
(18,995
)
(18,900
)
Inventory, net
$
56,825

$
56,956



v2.4.0.6
Goodwill
3 Months Ended
Jun. 30, 2012
Goodwill [Abstract]  
Goodwill
Goodwill

The following table summarizes Goodwill at the Company’s reportable segments:
 
North America

Europe

All Other

Total

Goodwill (gross) at March 31, 2012
$
592,608

$
69,383

$
2,244

$
664,235

Accumulated impairment losses at March 31, 2012
(277,364
)
(40,433
)

(317,797
)
Goodwill (net) at March 31, 2012
$
315,244

$
28,950

$
2,244

$
346,438

 
 
 
 
 
Currency translation
7

(1,018
)
(43
)
(1,054
)
Current period acquisitions


3

3

Prior period acquisitions (see Note 9)




 
 
 
 
 
Goodwill (gross) at June 30, 2012
$
592,615

$
68,365

$
2,204

$
663,184

Accumulated impairment losses at June 30, 2012
(277,364
)
(40,433
)

(317,797
)
Goodwill (net) at June 30, 2012
$
315,251

$
27,932

$
2,204

$
345,387



At June 30, 2012, the Company's stock market capitalization was comparable with net book value. Each of the Company's reporting units continues to operate profitably and generate cash flow from operations, and the Company expects that each will continue to do so in Fiscal 2013 and beyond. The Company also believes that a reasonable potential buyer would offer a control premium for the business that would adequately cover any difference between the recent stock trading prices and the book value.
v2.4.0.6
Intangible Assets
3 Months Ended
Jun. 30, 2012
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Intangible Assets
Intangible Assets

The following table summarizes the gross carrying amount, accumulated amortization and net carrying amount by intangible asset class:
 
June 30, 2012
March 31, 2012
 
Gross Carrying Amount

Accum. Amort.

Net Carrying Amount

Gross Carrying Amount

Accum. Amort.

Net Carrying Amount

Definite-lived
 
 
 
 
 
 
Non-compete agreements
$
12,154

$
10,311

$
1,843

$
12,228

$
10,194

$
2,034

Customer relationships
140,669

50,296

90,373

140,669

47,226

93,443

Acquired backlog
20,838

17,712

3,126

20,838

17,513

3,325

Total
$
173,661

$
78,319

$
95,342

$
173,735

$
74,933

$
98,802

Indefinite-lived
 
 
 
 
 
 
Trademarks
35,992

8,253

27,739

35,992

8,253

27,739

Total
$
209,653

$
86,572

$
123,081

$
209,727

$
83,186

$
126,541



The Company’s indefinite-lived intangible assets consist solely of the Company’s trademark portfolio. The Company’s definite-lived intangible assets are comprised of employee non-compete agreements, customer relationships and backlog obtained through business acquisitions.

The following table summarizes the changes to the net carrying amounts by Intangible asset class:
 
Trademarks

Non-Competes and Backlog

Customer Relationships

Total

Balance at March 31, 2012
$
27,739

$
5,359

$
93,443

$
126,541

Amortization expense

(394
)
(3,070
)
(3,464
)
Currency translation

4


4

Current period acquisitions (see Note 9)




Prior period acquisitions (see Note 9)




Balance at June 30, 2012
$
27,739

$
4,969

$
90,373

$
123,081



Intangibles amortization was $3,464 and $3,059 for the three (3) months ended June 30, 2012 and 2011, respectively.

The following table details the estimated intangibles amortization expense for the remainder of Fiscal 2013, each of the succeeding four (4) fiscal years and the periods thereafter. These estimates are based on the carrying amounts of Intangible assets as of June 30, 2012 that are provisional measurements of fair value and are subject to change pending the outcome of purchase accounting related to certain acquisitions:
Fiscal
 
2013
$
10,425

2014
12,655

2015
11,174

2016
10,759

2017
9,427

Thereafter
40,902

Total
$
95,342

v2.4.0.6
Indebtedness
3 Months Ended
Jun. 30, 2012
Debt Disclosure [Abstract]  
Indebtedness
Indebtedness

The Company’s Long-term debt consists of the following:
 
June 30, 2012

March 31, 2012

Revolving credit agreement
$
200,705

$
179,470

Other
339

514

Total debt
$
201,044

$
179,984

Less: current portion (included in Other liabilities)
(240
)
(363
)
Long-term debt
$
200,804

$
179,621



Revolving Credit Agreement
On March 23, 2012, the Company entered into a Credit Agreement (the "Credit Agreement") with Citizens Bank of Pennsylvania, as administrative agent, and certain other lender parties. The Credit Agreement expires on March 23, 2017. Borrowings under the Credit Agreement are permitted up to a maximum amount of $400,000, which includes up to $25,000 of swing-line loans and $25,000 of letters of credit. The Credit Agreement may be increased by the Company up to an additional $100,000 with the approval of the lenders and may be unilaterally and permanently reduced by the Company to not less than the then outstanding amount of all borrowings. Interest on outstanding indebtedness under the Credit Agreement accrues, at the Company’s option, at a rate based on either: (a) the greater of (i) the prime rate per annum of the agent then in effect and (ii) 0.50% plus the rate per annum announced by the Federal Reserve Bank of New York as being the weighted-average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day, in each case plus 0% to 0.75% (determined by a leverage ratio based on the Company’s consolidated Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") or (b) a rate per annum equal to the LIBOR rate plus 0.875% to 1.750% (determined by a leverage ratio based on the Company’s consolidated EBITDA). The Credit Agreement requires the Company to maintain compliance with certain non-financial and financial covenants such as leverage and fixed-charge coverage ratios. As of June 30, 2012, the Company was in compliance with all covenants under the Credit Agreement.

The maximum amount of debt outstanding under the Credit Agreement, the weighted-average balance outstanding under the Credit Agreement and the weighted-average interest rate on all outstanding debt for the three (3) months ended June 30, 2012 was $207,645, $190,844 and 1.5%, respectively, compared to $192,795, $179,824 and 1.1%, respectively, for the three (3) months ended June 30, 2011.

Unused available borrowings
As of June 30, 2012, the Company had $4,630 outstanding in letters of credit and $194,665 in unused commitments under the Credit Agreement.
v2.4.0.6
Derivative Instruments and Hedging Activities
3 Months Ended
Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities

The Company is exposed to certain market risks, including the effect of changes in foreign currency exchange rates and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business. It does not hold or issue derivatives for speculative trading purposes. The Company is exposed to non-performance risk from the counterparties in its derivative instruments. This risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher and all counterparties are monitored on a continuous basis. The fair value of the Company’s derivatives reflects this credit risk.

Foreign currency contracts
The Company enters into foreign currency contracts to hedge exposure to variability in expected fluctuations in foreign currencies. Foreign currency assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the period-end date. Adjustments resulting from these translations are recorded in Accumulated Other Comprehensive Income ("AOCI") within the Company’s Consolidated Balance Sheets and will be included in income upon sale or liquidation of the foreign investment.

As of June 30, 2012, the Company had open contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, British pounds sterling, Swedish krona, Swiss francs and Japanese yen which have been designated as cash flow hedges. These contracts had a notional amount of $55,460 and will expire within eleven (11) months. There was no hedge ineffectiveness during Fiscal 2013 or Fiscal 2012.

Interest-rate Swaps
On June 15, 2009, the Company entered into a three-year floating-to-fixed interest-rate swap, with an effective date of July 27, 2009, that is based on a three-month LIBOR rate versus a 2.28% fixed rate and has a notional value of $100,000 (which reduced to $50,000 on July 27, 2011). On May 19, 2011, the Company entered into a one-year floating-to-fixed interest-rate swap, with an effective date of July 26, 2011, that is based on a three-month LIBOR rate versus a 0.58% fixed rate and has a notional value of $75,000. On November 15, 2011, the Company entered into a three-year floating-to-fixed interest-rate swap, with an effective start date of July 26, 2012, that is based on a three-month LIBOR rate versus a 1.25% fixed rate and has a notional value of $125,000. As of June 30, 2012, $125,000 of the total variable debt outstanding under the Credit Agreement was effectively converted to a fixed-rate through the interest rate swaps noted above. Each interest-rate swap discussed above does not qualify for hedge accounting and collectively hereinafter referred to as the "interest-rate swaps."

The following tables summarize the carrying amounts of derivative asset/liability and the impact on the Company's Consolidated Statements of Operations:
 
 
Asset Derivatives
Liability Derivatives
 
Classification
June 30,
2012

March 31,
2012

June 30,
2012

March 31,
2012

Derivatives designated as hedging instruments
 

 

 

 

Foreign currency contracts
Other liabilities (current)
$

$

$
1,353

$
1,272

Foreign currency contracts
Other assets (current)
$
171

$
323

$

$

Derivatives not designated as hedging instruments
 

 

 

 

Interest-rate swaps
Other liabilities (current)
$

$

$
2,419

$
1,773

 
 
Three (3) months ended
 
 
June 30
 
Classification
2012

2011

Derivatives designated as hedging instruments
 

 

Gain (loss) recognized in other comprehensive income (effective portion), net of taxes
Other comprehensive income
$
(174
)
$
(159
)
(Gain) loss reclassified from AOCI into results of operations (effective portion), net of taxes
Selling, general &
administrative expenses
$
128

$
187

Derivatives not designated as hedging instruments
 
 
Gain (loss) recognized in results of operations
Interest expense (income), net
$
646

$
912

v2.4.0.6
Fair Value Disclosures
3 Months Ended
Jun. 30, 2012
Fair Value Disclosures [Abstract]  
Fair Value Disclosures
Fair Value Disclosures

Recurring fair value measurements
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2012, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
 
Assets at Fair Value as of
 
June 30, 2012
 
Level 1

Level 2

Level 3

Total

Foreign currency contracts
$

$
171

$

$
171

 
Liabilities at Fair Value as of
 
June 30, 2012
 
Level 1

Level 2

Level 3

Total

Foreign currency contracts
$

$
1,353

$

$
1,353

Interest-rate swaps

2,419


2,419

Total
$

$
3,772

$

$
3,772



Non-recurring fair value measurements
The Company's assets and liabilities that are measured at fair value on a non-recurring basis include non-financial assets and liabilities initially measured at fair value in a business combination and Goodwill.
v2.4.0.6
Acquisitions
3 Months Ended
Jun. 30, 2012
Business Combinations [Abstract]  
Acquisitions
Acquisitions

Fiscal 2013
There have been no acquisitions during the three (3) month period ended June 30, 2012.

Fiscal 2012
During the fourth quarter of Fiscal 2012, the Company acquired InnerWireless, Inc. ("InnerWireless"), a privately-held company headquartered in Richardson, TX. InnerWireless is the first Black Box acquisition in the rapidly-growing in-building wireless market and services clients in every industry from healthcare to Fortune 500 enterprises.

During the second quarter of Fiscal 2012, the Company acquired PS Technologies, LLC ("PS Tech"), a privately-held company headquartered in Dayton, OH. PS Tech is the first Black Box acquisition in the rapidly-growing enterprise video communications market and services clients in the healthcare and government verticals.

The acquisition of InnerWireless and PS Tech, both individually and in the aggregate, did not have a material impact on the Company's consolidated financial statements.

The fair values of assets acquired and liabilities assumed for InnerWireless and PS Tech are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but additional information not yet available is necessary to finalize those fair values. Thus, the provisional measurements of fair value are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one-year from the acquisition date.
v2.4.0.6
Income Taxes
3 Months Ended
Jun. 30, 2012
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes

The Company's provision for income taxes was $3,637, an effective tax rate of 38.0% on income before provision for income taxes of $9,569, and provision for income taxes was $5,898, an effective tax rate of 38.0% on income before provision for income taxes of $15,521, for the three (3) months ended June 30, 2012 and 2011, respectively. The effective rate for the three (3) months ended June 30, 2012 of 38.0% differs from the federal statutory rate primarily due to state income taxes and the write-off of certain deferred tax assets related to equity awards partially offset by the reduction of deferred tax liabilities associated with previously-taxed income and foreign earnings taxed at a lower statutory rate.

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate adjusted for certain discreet items for the full fiscal year. Cumulative adjustments to the Company's estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined.

Fiscal 2011 and Fiscal 2012 remains open to examination by the IRS and Fiscal 2008 through Fiscal 2012 remain open to examination by state and foreign taxing jurisdictions.
v2.4.0.6
Stock-based Compensation
3 Months Ended
Jun. 30, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-based Compensation
Stock-based Compensation

In August 2008, the Company’s stockholders approved the 2008 Long-Term Incentive Plan (the "Incentive Plan") which replaces the 1992 Stock Option Plan, as amended, and the 1992 Director Stock Option Plan, as amended. As of June 30, 2012, the Incentive Plan is authorized to issue stock options, restricted stock units and performance shares, among other types of awards, for up to 2,887,728 shares of common stock, par value $0.001 per share (the "common stock").

The Company recognized stock-based compensation expense of $2,871 and $3,372 for the three (3) months ended June 30, 2012 and 2011, respectively. The Company recognized total income tax benefit for stock-based compensation arrangements of $1,055 and $1,237 for the three (3) months ended June 30, 2012 and 2011, respectively. Stock-based compensation expense is recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Operations.

Stock options
Stock option awards are granted with an exercise price equal to the closing market price of the common stock on the date of grant; such stock options generally become exercisable in equal amounts over a three-year period and have a contractual life of ten (10) years from the grant date. The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model which includes the following weighted-average assumptions.
 
Three (3) months ended
 
June 30
 
2012

2011

Expected life (in years)
7.0

4.8

Risk free interest rate
0.8
%
1.7
%
Annual forfeiture rate
2.0
%
2.1
%
Volatility
44.6
%
45.3
%
Dividend yield
1.0
%
0.7
%


The following table summarizes the Company’s stock option activity:
 
Shares (in 000’s)

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Life (Years)

Intrinsic Value (000’s)

Outstanding at March 31, 2012
2,827

$
34.95

 
 
Granted
184

22.07

 
 
Exercised


 
 
Forfeited or expired
(93
)
31.79

 
 
Outstanding at June 30, 2012
2,918

$
34.23

4.5

$
1,189

Exercisable at June 30, 2012
2,559

$
35.22

3.9

$
2



The weighted-average grant-date fair value of options granted during the three (3) months ended June 30, 2012 and 2011 was $9.02 and $12.42, respectively. The intrinsic value of options exercised during the three (3) months ended June 30, 2012 and 2011 was $0 and $0, respectively. The aggregate intrinsic value in the preceding table is based on the closing stock price of the common stock on June 29, 2012 of $28.70.

The following table summarizes certain information regarding the Company’s non-vested stock options:
 
Shares (in 000’s)

Weighted-Average Grant-Date Fair Value

Non-vested at March 31, 2012
382

$
12.15

Granted
184

9.02

Forfeited
(19
)
11.36

Vested
(188
)
12.16

Non-vested at June 30, 2012
359

$
10.57



As of June 30, 2012, there was $3,362 of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options which is expected to be recognized over a weighted-average period of 2.1 years.

Restricted stock units
Restricted stock unit awards are subject to a service condition and typically vest in equal amounts over a three-year period from the grant date. The fair value of restricted stock units is determined based on the number of restricted stock units granted and the closing market price of the common stock on the date of grant.

The following table summarizes the Company’s restricted stock unit activity:
 
Shares (in 000’s)

Weighted-Average Grant-Date Fair Value

Outstanding at March 31, 2012
280

$
31.23

Granted
175

22.07

Vested
(167
)
29.25

Forfeited
(6
)
29.55

Outstanding at June 30, 2012
282

$
26.76



The total fair value of shares that vested during the three (3) months ended June 30, 2012 and 2011 was $3,674 and $3,921, respectively.

As of June 30, 2012, there was $6,503 of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a weighted-average period of 2.1 years.

Performance share awards
Performance share awards are subject to one of the performance goals - the Company's Relative Total Shareholder Return ("TSR") Ranking or cumulative Adjusted EBITDA - over a three (3) year period. The Company’s Relative TSR Ranking metric is based on the three (3) year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The fair value of performance share awards (subject to cumulative Adjusted EBITDA) is determined based on the number of performance shares granted and the closing market price of the common stock on the date of grant. The fair value of performance share awards (subject to the Company’s Relative TSR Ranking) is estimated on the grant date using the Monte-Carlo simulation valuation method which includes the following weighted-average assumptions.
 
Three (3) months ended
 
June 30
 
2012

2011

Expected volatility
41.3
%
50.8
%
Risk free interest rate
0.4
%
0.9
%
Dividend yield
1.0
%
0.7
%


The following table summarizes the Company’s performance share award activity:
 
Shares (in 000’s)

Weighted-Average Grant-Date Fair Value

Outstanding at March 31, 2012
183

$
33.77

Granted
111

22.35

Vested


Forfeited
(11
)
30.98

Outstanding at June 30, 2012
283

$
29.39



The total fair value of shares that vested during the three (3) months ended June 30, 2012 and 2011 was $0 and $1,679, respectively.

As of June 30, 2012, there was $4,430 of total unrecognized pre-tax stock-based compensation expense related to non-vested performance share awards which is expected to be recognized over a weighted-average period of 2.2 years.
v2.4.0.6
Earnings Per Share
3 Months Ended
Jun. 30, 2012
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share

The following table details the computation of basic and diluted earnings per common share from continuing operations for the periods presented (share numbers in thousands):
 
Three (3) months ended
 
June 30
 
2012

2011

Net income
$
5,932

$
9,623

Weighted-average common shares outstanding (basic)
17,328

17,975

Effect of dilutive securities from equity awards
61

170

Weighted-average common shares outstanding (diluted)
17,389

18,145

Basic earnings per common share
$
0.34

$
0.54

Dilutive earnings per common share
$
0.34

$
0.53

 
 
 


The Weighted-average common shares outstanding (diluted) computation is not impacted during any period where the exercise price of a stock option is greater than the average market price. There were 3,039,195 and 2,362,433 non-dilutive equity awards outstanding for the three (3) months ended June 30, 2012 and 2011, respectively, that are not included in the corresponding period Weighted-average common shares outstanding (diluted) computation.
v2.4.0.6
Stockholder's Equity
3 Months Ended
Jun. 30, 2012
Stockholders' Equity Note [Abstract]  
Stockholder's Equity
Stockholder's Equity

Accumulated Other Comprehensive Income
The components of AOCI consisted of the following for the periods presented:
 
June 30, 2012

March 31, 2012

Foreign currency translation adjustment
$
12,899

$
17,046

Derivative instruments, net of tax
(199
)
(153
)
Defined benefit pension, net of tax
(9,566
)
(9,631
)
Accumulated other comprehensive income
$
3,134

$
7,262



Dividends
The following table presents information about the Company's dividend program:
Period
Record Date
Payment Date
Rate

Aggregate Value

1Q13
June 29, 2012
July 13, 2012
$
0.08

$
1,355

1Q12
July 1, 2011
July 14, 2011
$
0.07

$
1,262



While the Company expects to continue to declare quarterly dividends, the payment of future dividends is at the discretion of the Company's Board of Directors (the "Board") and the timing and amount of any future dividends will depend upon earnings, cash requirements and the financial condition of the Company. Under the Credit Agreement, the Company is permitted to make any distribution or dividend as long as no Event of Default or Potential Default shall have occurred and is continuing or shall occur as a result thereof. In addition, no distribution or dividend is permitted under the Credit Agreement if such event would violate a consolidated leverage ratio other than regular quarterly dividends not exceeding $15,000 per year.

Common Stock Repurchases
The following table presents information about the Company's common stock repurchases:
 
Three (3) months ended
 
June 30
 
2012

2011

Common stock purchased
714,049

45,778

Aggregate purchase price
$
17,232

$
1,521

Average purchase price
$
24.13

$
33.22



During the first quarter of Fiscal 2013, the Company made tax payments of $983 and withheld 44,697 shares of common stock, which were designated as treasury shares, at an average price per share of $21.99, related to share withholding to satisfy employee income taxes due as a result of the vesting in May 2012 of certain restricted stock units. During the first quarter of Fiscal 2012, the Company made tax payments of $1,521 and withheld 45,778 shares of common stock, which were designated as treasury shares, at an average price per share of $33.22, related to share withholding to satisfy employee income taxes due as a result of the vesting in May 2011 of certain restricted stock units and performance shares.

Since the inception of the repurchase program in April 1999 through June 30, 2012, the Company has repurchased 8,856,831 shares of common stock for an aggregate purchase price of $353,118, or an average purchase price per share of $39.87. These shares do not include the treasury shares withheld for tax payments resulting from the vesting of certain restricted stock units and performance shares. As of June 30, 2012, 643,169 shares were available under repurchase programs approved by the Board which includes 1,000,000 shares approved for repurchase by the Board on May 4, 2012. Additional repurchases of common stock may occur from time to time depending upon factors such as the Company’s cash flows and general market conditions. There can be no assurance as to the timing or amount of such repurchases. Under the Credit Agreement, the Company is permitted to repurchase its common stock as long as no Event of Default or Potential Default shall have occurred and is continuing or shall occur as a result thereof. In addition, no repurchase of common stock is permitted under the Credit Agreement if such event would violate a consolidated leverage ratio.
v2.4.0.6
Segment Reporting
3 Months Ended
Jun. 30, 2012
Segment Reporting [Abstract]  
Segment Reporting
Segment Reporting

Management reviews financial information for the consolidated Company accompanied by disaggregated information on revenues, operating income and assets by geographic region for the purpose of making operational decisions and assessing financial performance. Additionally, Management is presented with and reviews revenues and gross profit by service type. The accounting policies of the individual operating segments are the same as those of the Company.

The following table presents financial information about the Company’s reportable segments by geographic region:
 
Three (3) months ended
 
June 30
 
2012

2011

North America
 
 
Revenues
$
215,268

$
233,337

Operating income
9,561

13,986

Depreciation
1,215

1,288

Intangibles amortization
3,458

3,049

Assets (as of June 30)
837,774

1,081,123

Europe
 
 
Revenues
$
23,642

$
26,354

Operating income
1,261

2,278

Depreciation
100

100

Intangibles amortization
6

9

Assets (as of June 30)
72,080

129,934

All Other
 
 
Revenues
$
8,927

$
8,735

Operating income
1,038

614

Depreciation
50

32

Intangibles amortization

1

Assets (as of June 30)
27,976

27,834



The sum of the segment revenues, operating income, depreciation and intangibles amortization equals the consolidated revenues, operating income, depreciation and intangibles amortization. The following table reconciles segment assets to total consolidated assets as of June 30, 2012 and 2011:
 
June 30
 
2012

2011

Segment assets for North America, Europe and All Other
$
937,830

$
1,238,891

Corporate eliminations
(52,737
)
(59,979
)
Total consolidated assets
$
885,093

$
1,178,912



The following table presents financial information about the Company by service type:
 
Three (3) months ended
 
June 30
 
2012

2011

Data Infrastructure
 
 
Revenues
$
61,774

$
62,381

Gross profit
15,585

15,648

Voice Communications
 
 
Revenues
$
141,915

$
158,326

Gross profit
43,742

49,481

Technology Products
 
 
Revenues
$
44,148

$
47,719

Gross profit
19,947

21,452



The sum of service type revenues and gross profit equals consolidated revenues and gross profit.
v2.4.0.6
Commitments and Contingencies
3 Months Ended
Jun. 30, 2012
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies

The Company is involved in, or has pending, various legal proceedings, claims, suits and complaints arising out of the normal course of business. Based on the facts currently available to the Company, Management believes these matters are adequately provided for, covered by insurance, without merit or not probable that an unfavorable material outcome will result.

There has been no other significant or unusual activity during Fiscal 2013.
v2.4.0.6
Inventories (Tables)
3 Months Ended
Jun. 30, 2012
Inventory Disclosure [Abstract]  
Schedule of Inventories
The Company’s Inventories consist of the following:
 
June 30, 2012

March 31, 2012

Raw materials
$
1,399

$
1,260

Finished goods
74,421

74,596

Inventory, gross
75,820

75,856

Excess and obsolete inventory reserves
(18,995
)
(18,900
)
Inventory, net
$
56,825

$
56,956

v2.4.0.6
Goodwill (Tables)
3 Months Ended
Jun. 30, 2012
Goodwill [Abstract]  
Schedule of Goodwill
The following table summarizes Goodwill at the Company’s reportable segments:
 
North America

Europe

All Other

Total

Goodwill (gross) at March 31, 2012
$
592,608

$
69,383

$
2,244

$
664,235

Accumulated impairment losses at March 31, 2012
(277,364
)
(40,433
)

(317,797
)
Goodwill (net) at March 31, 2012
$
315,244

$
28,950

$
2,244

$
346,438

 
 
 
 
 
Currency translation
7

(1,018
)
(43
)
(1,054
)
Current period acquisitions


3

3

Prior period acquisitions (see Note 9)




 
 
 
 
 
Goodwill (gross) at June 30, 2012
$
592,615

$
68,365

$
2,204

$
663,184

Accumulated impairment losses at June 30, 2012
(277,364
)
(40,433
)

(317,797
)
Goodwill (net) at June 30, 2012
$
315,251

$