v2.4.0.6
Document and Entity Information (USD $)
9 Months Ended
Dec. 29, 2012
Feb. 01, 2013
Sep. 28, 2012
Document and Entity Information [Abstract]      
Entity Registrant Name BLACK BOX Corporation    
Entity Central Index Key 0000849547    
Document Type 10-Q    
Document Period End Date Dec. 29, 2012    
Amendment Flag false    
Document Fiscal Year Focus 2013    
Document Fiscal Period Focus Q3    
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   16,299,759  
Entity Public Float     $ 417,165,079
v2.4.0.6
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 29, 2012
Mar. 31, 2012
Assets    
Cash and cash equivalents $ 29,469 $ 22,444
Accounts receivable, net of allowance for doubtful accounts of $6,302 and $6,273 158,568 163,888
Inventories, net 56,265 56,956
Costs/estimated earnings in excess of billings on uncompleted contracts 110,365 87,634
Other assets 23,248 22,678
Total current assets 377,915 353,600
Property, plant and equipment, net 27,101 27,109
Goodwill, net 346,546 346,438
Intangibles, net 113,982 126,541
Other assets 28,141 34,335
Total assets 893,685 888,023
Liabilities    
Accounts payable 74,672 71,095
Accrued compensation and benefits 23,858 31,151
Deferred revenue 34,364 35,601
Billings in excess of costs/estimated earnings on uncompleted contracts 18,202 14,315
Income taxes 4,087 2,574
Other liabilities 38,420 32,697
Total current liabilities 193,603 187,433
Long-term debt 191,803 179,621
Other liabilities 23,859 26,585
Total liabilities 409,265 393,639
Stockholders' Equity    
Preferred stock authorized 5,000, par value $1.00, none issued 0 0
Common stock authorized 100,000, par value $.001, 16,300 and 17,480 shares outstanding, 25,898 and 25,730 issued 26 26
Additional paid-in capital 484,842 478,726
Retained earnings 364,843 347,242
Accumulated other comprehensive income 6,603 7,262
Treasury stock, at cost 9,598 and 8,250 shares (371,894) (338,872)
Total stockholders’ equity 484,420 494,384
Total liabilities and stockholders’ equity $ 893,685 $ 888,023
v2.4.0.6
Consolidated Balance Sheets Parenthetical (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 29, 2012
Mar. 31, 2012
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 6,302 $ 6,273
Preferred stock, par value $ 1 $ 1
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 25,898,000 25,730,000
Common stock, shares outstanding 16,300,000 17,480,000
Treasury stock, shares 9,598,000 8,250,000
v2.4.0.6
Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Dec. 29, 2012
Dec. 31, 2011
Dec. 29, 2012
Dec. 31, 2011
Revenues        
Products $ 46,854 $ 51,379 $ 137,492 $ 149,427
On-Site services 205,235 224,560 622,595 682,109
Total 252,089 275,939 760,087 831,536
Cost of sales        
Products 26,735 [1] 29,088 [1] 77,012 [1] 83,015 [1]
On-Site services 143,622 [1] 158,538 [1] 442,015 [1] 484,761 [1]
Total 170,357 [1] 187,626 [1] 519,027 [1] 567,776 [1]
Gross profit 81,732 88,313 241,060 263,760
Selling, general & administrative expenses 60,542 62,644 187,088 192,544
Goodwill impairment loss 0 317,797 0 317,797
Intangibles amortization 3,478 3,249 10,416 9,484
Operating income (loss) 17,712 (295,377) 43,556 (256,065)
Interest expense (income), net 1,133 1,856 4,956 3,690
Other expenses (income), net 2,839 311 3,788 876
Income (loss) before provision (benefit) for income taxes 13,740 (297,544) 34,812 (260,631)
Provision (benefit) for income taxes 5,222 (14,101) 13,229 (1,655)
Net income (loss) $ 8,518 $ (283,443) $ 21,583 $ (258,976)
Earnings (loss) per common share        
Basic $ 0.52 $ (16.12) $ 1.29 $ (14.54)
Diluted $ 0.52 $ (16.12) $ 1.28 $ (14.54)
Weighted-average common shares outstanding        
Basic 16,412 17,581 16,783 17,806
Diluted 16,525 17,581 16,863 17,806
Dividends per share $ 0.08 $ 0.07 $ 0.24 $ 0.21
[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 9 Months Ended
Dec. 29, 2012
Dec. 31, 2011
Dec. 29, 2012
Dec. 31, 2011
Statement of Other Comprehensive Income [Abstract]        
Net income (loss) $ 8,518 $ (283,443) $ 21,583 $ (258,976)
Other comprehensive income (loss)        
Foreign currency translation adjustment 1,004 (2,207) (464) (9,930)
Pension        
Actuarial gain (loss), net of taxes of ($4), $3, ($230) and $7 (6) 5 (370) 12
Amounts reclassified into results of operations, net of taxes of $43, $48, $128 and $123 69 78 205 200
Derivative instruments        
Net change in fair value of cash flow hedges, net of taxes of ($87), ($143), ($224) and ($36) (140) (230) (361) (57)
Amounts reclassified into results of operations, net of taxes of $61, ($63), $205 and $69 98 (102) 331 110
Other comprehensive income (loss) 1,025 (2,456) (659) (9,665)
Comprehensive income $ 9,543 $ (285,899) $ 20,924 $ (268,641)
v2.4.0.6
Consolidated Statements of Comprehensive Income (Unaudited) Parenthetical (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Dec. 29, 2012
Dec. 31, 2011
Dec. 29, 2012
Dec. 31, 2011
Pension        
Actuarial gain (loss), taxes $ (4) $ 3 $ (230) $ 7
Actuarial gain (loss) reclassified into results of operations, taxes 43 48 128 123
Derivative instruments        
Net change in fair value of cash flow hedges, taxes (87) (143) (224) (36)
Amounts reclassified into results of operations, taxes $ 61 $ (63) $ 205 $ 69
v2.4.0.6
Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Dec. 29, 2012
Dec. 31, 2011
Operating Activities    
Net income (loss) $ 21,583 $ (258,976)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities    
Intangibles amortization and depreciation 14,427 13,581
Loss (gain) on sale of property (126) (166)
Deferred taxes 2,837 (22,597)
Stock compensation expense 6,397 7,505
Change in fair value of interest-rate swaps 878 (801)
Goodwill impairment loss 0 317,797
Joint venture investment loss (2,670) 0
Changes in operating assets and liabilities (net of acquisitions)    
Accounts receivable, net 5,364 (11,173)
Inventories, net 683 (9,848)
Costs/estimated earnings in excess of billings on uncompleted contracts (22,715) 1,535
All other assets 1,357 2,404
Billings in excess of costs/estimated earnings on uncompleted contracts 3,873 (749)
All other liabilities (6,502) 5,362
Net cash provided by (used for) operating activities 30,726 43,874
Investing Activities    
Capital expenditures (4,085) (4,973)
Capital disposals 214 187
Acquisition of businesses (payments)/recoveries 17 (13,954)
Prior merger-related (payments)/recoveries (2,378) (1,174)
Net cash provided by (used for) investing activities (6,232) (19,914)
Financing Activities    
Proceeds (repayments) from long-term debt 11,903 (7,666)
Proceeds (repayments) from short-term debt 5,404 0
Deferred financing costs (20) 0
Purchase of treasury stock (33,022) (15,292)
Payment of dividends (3,902) (3,574)
Increase (decrease) in cash overdrafts 1,926 0
Net cash provided by (used for) financing activities (17,711) (26,532)
Foreign currency exchange impact on cash 242 (3,181)
Increase/(decrease) in cash and cash equivalents 7,025 (5,753)
Cash and cash equivalents at beginning of period 22,444 31,212
Cash and cash equivalents at end of period 29,469 25,459
Supplemental cash flow    
Cash paid for interest 3,678 5,126
Cash paid for income taxes 9,010 16,831
Non-cash financing activities    
Dividends payable 1,304 1,224
Capital leases $ 16 $ 23
v2.4.0.6
Business and Basis of Presentation
9 Months Ended
Dec. 29, 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 of 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 December 31, 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 December 31, 2012 and 2011 were December 29, 2012 and December 31, 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
9 Months Ended
Dec. 29, 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 have 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
9 Months Ended
Dec. 29, 2012
Inventory Disclosure [Abstract]  
Inventories
Inventories

The Company’s Inventories consist of the following:
 
December 31, 2012

March 31, 2012

Raw materials
$
1,315

$
1,260

Finished goods
74,000

74,596

Inventory, gross
75,315

75,856

Excess and obsolete inventory reserves
(19,050
)
(18,900
)
Inventories, net
$
56,265

$
56,956



v2.4.0.6
Goodwill
9 Months Ended
Dec. 29, 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

 
 
 
 
 
Foreign currency translation adjustment
(4
)
99

10

105

Current period acquisitions (see Note 9)


3

3

 
 
 
 
 
Goodwill (gross) at December 31, 2012
$
592,604

$
69,482

$
2,257

$
664,343

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

(317,797
)
Goodwill (net) at December 31, 2012
$
315,240

$
29,049

$
2,257

$
346,546



The Company conducted its annual goodwill impairment assessment during the third quarter of Fiscal 2013 using data as of September 29, 2012. The first step of the goodwill impairment assessment, used to identify potential impairment, resulted in a significant surplus of fair value over carrying amount for each of our reporting units, thus the reporting units are considered not impaired and the second step of the impairment test is not necessary.

At December 31, 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
9 Months Ended
Dec. 29, 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:
 
December 31, 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
$
12,231

$
10,765

$
1,466

$
12,228

$
10,194

$
2,034

Customer relationships
137,267

55,179

82,088

140,669

47,226

93,443

Acquired backlog
20,838

18,149

2,689

20,838

17,513

3,325

Total
$
170,336

$
84,093

$
86,243

$
173,735

$
74,933

$
98,802

Indefinite-lived
 
 
 
 
 
 
Trademarks
35,992

8,253

27,739

35,992

8,253

27,739

Total
$
206,328

$
92,346

$
113,982

$
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

March 31, 2012
$
27,739

$
5,359

$
93,443

$
126,541

Intangibles amortization

(1,201
)
(9,215
)
(10,416
)
Foreign currency translation adjustment

(3
)

(3
)
Other 1


(2,140
)
(2,140
)
December 31, 2012
$
27,739

$
4,155

$
82,088

$
113,982


1 Primarily represents the write-off of the net book value of intangible assets due to the probable divestiture of our non-controlling interest in Genesis Networks Integration Services, LLC, a joint venture company which was formed in conjunction with Genesis Networks Enterprises, LLC.

Intangibles amortization was $3,478 and $3,249 for the three-months ended December 31, 2012 and 2011, respectively, and $10,416 and $9,484 for the nine-months ended December 31, 2012 and 2011, respectively.

The following table details the estimated intangibles amortization expense for the remainder of Fiscal 2013, each of the succeeding four fiscal years and the periods thereafter. These estimates are based on the carrying amounts of Intangible assets as of December 31, 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
$
3,313

2014
12,026

2015
10,542

2016
10,337

2017
9,425

Thereafter
40,600

Total
$
86,243

v2.4.0.6
Indebtedness
9 Months Ended
Dec. 29, 2012
Debt Disclosure [Abstract]  
Indebtedness
Indebtedness

Short-Term Debt
The Company finances certain vendor-specific inventory under an unsecured revolving arrangement through a third party which provides extended payment terms beyond those offered by the vendor at no incremental cost to the Company. The outstanding balance for this unsecured revolving arrangement was $5,404 as of December 31, 2012 and is recorded as a current liability in Other Liabilities within the Company's Consolidated Balance Sheets.

Long-Term Debt

The Company’s Long-term debt consists of the following:
 
December 31, 2012

March 31, 2012

Revolving credit agreement
$
191,745

$
179,470

Other
158

514

Total debt
$
191,903

$
179,984

Less: current portion (included in Other liabilities)
(100
)
(363
)
Long-term debt
$
191,803

$
179,621



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 December 31, 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-months ended December 31, 2012 was $220,470, $207,910 and 1.6%, respectively, compared to $214,045, $203,457 and 1.1%, respectively, for the three-months ended December 31, 2011. 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 nine-months ended December 31, 2012 was $220,470, $201,631 and 1.5%, respectively, compared to $216,180, $195,604 and 1.1%, respectively, for the nine-months ended December 31, 2011.

As of December 31, 2012, the Company had $4,050 outstanding in letters of credit and $204,205 in unused commitments under the Credit Agreement.
v2.4.0.6
Derivative Instruments and Hedging Activities
9 Months Ended
Dec. 29, 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. All of the foreign currency contracts have been designated and qualify as cash flow hedges. The effective portion of any changes in the fair value of the derivative instruments is recorded in Accumulated Other Comprehensive Income ("AOCI") until the hedged forecasted transaction occurs or the recognized currency transaction affects earnings. Once the forecasted transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from AOCI to the Company’s Consolidated Statements of Operations.

As of December 31, 2012, the Company had open contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, New Zealand dollars, 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 $42,383 and will expire within eleven 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 was based on a three-month LIBOR rate versus a 2.28% fixed rate and had a notional value of $100,000 (which reduced to $50,000 on July 27, 2011 and terminated on July 27, 2012). 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 was based on a three-month LIBOR rate versus a 0.58% fixed rate and had a notional value of $75,000 and terminated on July 26, 2012. 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. Each interest-rate swap discussed above does not qualify for hedge accounting and all such interest-rate swaps are 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
December 31,
2012

March 31,
2012

December 31,
2012

March 31,
2012

Derivatives designated as hedging instruments
 

 

 

 

Foreign currency contracts
Other liabilities (current)




$
167

$
1,272

Foreign currency contracts
Other assets (current)
$
900

$
323

 
 
Derivatives not designated as hedging instruments
 

 

 

 

Interest-rate swaps
Other liabilities (non-current)
 
 
$
2,651

$
1,773

 
 
Three-months ended
Nine-months ended
 
 
December 31
December 31
 
Classification
2012

2011

2012

2011

Derivatives designated as hedging instruments
 

 

 
 
Gain (loss) recognized in other comprehensive income (effective portion), net of taxes
Other comprehensive income
$
(140
)
$
(230
)
$
(361
)
$
(57
)
Amounts reclassified from AOCI into results of operations (effective portion), net of taxes
Selling, general &
administrative expenses
$
98

$
(102
)
$
331

$
110

Derivatives not designated as hedging instruments
 
 
 
 
Gain (loss) recognized in results of operations
Interest expense (income), net
$
317

$
(715
)
$
(878
)
$
801

v2.4.0.6
Fair Value Disclosures
9 Months Ended
Dec. 29, 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 December 31, 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
 
December 31, 2012
 
Level 1

Level 2

Level 3

Total

Foreign currency contracts
$

$
900

$

$
900

 
Liabilities at Fair Value as of
 
December 31, 2012
 
Level 1

Level 2

Level 3

Total

Foreign currency contracts
$

$
167

$

$
167

Interest-rate swaps

2,651


2,651

Total
$

$
2,818

$

$
2,818



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
9 Months Ended
Dec. 29, 2012
Business Combinations [Abstract]  
Acquisitions
Acquisitions

Fiscal 2013
There were no acquisitions during the nine-month period ended December 31, 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 many 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.
v2.4.0.6
Income Taxes
9 Months Ended
Dec. 29, 2012
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes

The Company's provision for income taxes for the three-months ended December 31, 2012 was $5,222, an effective tax rate of 38.0% on income before provision for income taxes of $13,740 compared to a benefit for income taxes for the three-months ended December 31, 2011 of $14,101, an effective tax rate of 4.7% on loss before provision for income taxes of $297,544. The Company's provision for income taxes for the nine-months ended December 31, 2012 was $13,229, an effective tax rate of 38.0% on income before provision for income taxes of $34,812 compared to a benefit for income taxes for the nine-months ended December 31, 2011 of $1,655, an effective tax rate of 0.6% on loss before provision for income taxes of $260,631. During the nine-months ended December 31, 2011, the company's income taxes were impacted by $262,703 of non-deductible goodwill impairment loss resulting from the goodwill impairment during the third quarter of Fiscal 2012 and a reduction in reserves of $1,579 during the second quarter of Fiscal 2012 due to an agreement with the Internal Revenue Service ("IRS") to conclude the previously-disclosed IRS audit for Fiscal 2007 through Fiscal 2010 which is the primary cause for the increase in the effective tax rate from 0.6% for nine-months ended December 31, 2011 to 38.0% for the nine-months ended December 31, 2012. The effective tax rate for the nine-months ended December 31, 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 foreign earnings taxed at a lower statutory rates and foreign tax credits on deemed dividends.

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.

During the three-months ended December 31, 2012, the IRS commenced an examination of the Company's U.S. federal income tax return for Fiscal 2011. The IRS has not yet proposed any adjustment to the Company's filing positions in connection with this examination. Upon completion of this examination, it is reasonably possible that the total amount of unrecognized benefits will change. Any adjustment to the unrecognized tax benefits would impact the effective tax rate. The Company cannot make an estimate of the impact on the effective rate for any potential adjustment at this time.

Fiscal 2012 remains open to examination by the IRS and Fiscal 2008 through Fiscal 2012 remain open to examination by certain state and foreign taxing jurisdictions.
v2.4.0.6
Stock-based Compensation
9 Months Ended
Dec. 29, 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 December 31, 2012, the Incentive Plan is authorized to issue stock options, restricted stock units and performance shares, among other types of awards, for up to 3,197,395 shares of common stock, par value $0.001 per share (the "common stock").

The Company recognized stock-based compensation expense of $1,791 and $2,087 for the three-months ended December 31, 2012 and 2011, respectively, and $6,397 and $7,505 for the nine-months ended December 31, 2012 and 2011, respectively. The Company recognized total income tax benefit for stock-based compensation arrangements of $658 and $766 for the three-months ended December 31, 2012 and 2011, respectively, and $2,351 and $2,754 for the nine-months ended December 31, 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-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.
 
Nine-months ended
 
December 31
 
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
%
Expected 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 cancelled
(412
)
35.02

 
 
Outstanding at December 31, 2012
2,599

$
34.02

4.4
$
314

Exercisable at December 31, 2012
2,251

$
35.08

3.7
$



The weighted-average grant-date fair value of options granted during the nine-months ended December 31, 2012 and 2011 was $9.02 and $12.42, respectively. The intrinsic value of options exercised during the nine-months ended December 31, 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 December 28, 2012 of $24.00.

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

Weighted-Average Grant-Date Fair Value

March 31, 2012
382

$
12.15

Granted
184

9.02

Vested
(188
)
12.16

Forfeited
(30
)
11.11

December 31, 2012
348

$
10.57



As of December 31, 2012, there was $2,331 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 1.8 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

March 31, 2012
280

$
31.23

Granted
228

22.92

Vested
(13
)
29.20

Forfeited
(167
)
29.25

December 31, 2012
328

$
26.55



The total fair value of shares that vested during the nine-months ended December 31, 2012 and 2011 was $3,674 and $3,921, respectively.

As of December 31, 2012, there was $5,626 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 2.0 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-year period. The Company’s Relative TSR Ranking metric is based on the three-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.
 
Nine-months ended
 
December 31
 
2012

2011

Risk free interest rate
0.4
%
0.9
%
Expected Volatility
41.3
%
50.8
%
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

March 31, 2012
183

$
33.77

Granted
111

22.35

Vested


Forfeited
(19
)
30.36

December 31, 2012
275

$
29.39



The total fair value of shares that vested during the nine-months ended December 31, 2012 and 2011 was $0 and $1,679, respectively.

As of December 31, 2012, there was $2,616 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 1.8 years.
v2.4.0.6
Earnings (loss) Per Share
9 Months Ended
Dec. 29, 2012
Earnings Per Share [Abstract]  
Earnings (loss) Per Share
Earnings (loss) Per Share

The following table details the computation of basic and diluted earnings (loss) per common share from continuing operations for the periods presented (share numbers in thousands):
 
Three-months ended
Nine-months ended
 
December 31
December 31
 
2012

2011

2012

2011

Net income (loss)
$
8,518

$
(283,443
)
$
21,583

$
(258,976
)
Weighted-average common shares outstanding (basic)
16,412

17,581

16,783

17,806

Effect of dilutive securities from equity awards
113


80


Weighted-average common shares outstanding (diluted)
16,525

17,581

16,863

17,806

Basic earnings (loss) per common share
$
0.52

$
(16.12
)
$
1.29

$
(14.54
)
Dilutive earnings (loss) per common share
$
0.52

$
(16.12
)
$
1.28

$
(14.54
)
 
 
 
 
 


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 2,651,888 and 2,957,843 non-dilutive equity awards outstanding for the three-months ended December 31, 2012 and 2011, respectively, and 2,713,461 and 3,055,342 non-dilutive equity awards outstanding for the nine-months ended December 31, 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
9 Months Ended
Dec. 29, 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:
 
December 31, 2012

March 31, 2012

Foreign currency translation adjustment
$
16,582

$
17,046

Derivative instruments, net of tax
(183
)
(153
)
Defined benefit pension, net of tax
(9,796
)
(9,631
)
Accumulated other comprehensive income
$
6,603

$
7,262



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

Aggregate Value

3Q13
December 28, 2012
January 11, 2013
$
0.08

$
1,304

2Q13
September 28, 2012
October 12, 2012
$
0.08

$
1,323

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

$
1,355

3Q12
December 30, 2011
January 12, 2012
$
0.07

$
1,224

2Q12
September 30, 2011
October 13, 2011
$
0.07

$
1,238

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-months ended
Nine-months ended
 
December 31
December 31
 
2012

2011

2012

2011

Common stock purchased
235,700

200,000

1,348,258

606,978

Aggregate purchase price
$
5,658

$
5,479

$
33,023

$
15,292

Average purchase price
$
24.01

$
27.40

$
24.49

$
25.19



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 $21.98, 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 December 31, 2012, the Company has repurchased 9,491,040 shares of common stock for an aggregate purchase price of $368,909, or an average purchase price per share of $38.87. 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 December 31, 2012, 1,008,960 shares were available under repurchase programs approved by the Board which includes 1,000,000 shares approved for repurchase by the Board on each of May 4, 2012 and October 2, 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
9 Months Ended
Dec. 29, 2012
Segment Reporting [Abstract]  
Segment Reporting
Segment Reporting

Management reviews financial information for the consolidated Company accompanied by disaggregated information on revenues, operating income (loss) 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-months ended
Nine-months ended
 
December 31
December 31
 
2012

2011

2012

2011

North America
 
 
 
 
Revenues
$
215,650

$
239,056

$
658,452

$
723,850

Operating income (loss) 1
14,900

(259,494
)
36,271

(227,192
)
Depreciation expense
1,134

1,171

3,537

3,712

Intangibles amortization
3,472

3,238

10,398

9,450

Assets (as of December 31)
842,559

836,001

842,559

836,001

Europe
 
 
 
 
Revenues
$
26,488

$
27,179

$
72,495

$
80,016

Operating income (loss) 2
1,848

(37,298
)
4,009

(32,181
)
Depreciation expense
115

93

327

282

Intangibles amortization
6

9

18

29

Assets (as of December 31)
83,167

77,750

83,167

77,750

All Other
 
 
 
 
Revenues
$
9,951

$
9,704

$
29,140

$
27,670

Operating income (loss)
964

1,415

3,276

3,308

Depreciation expense
50

34

147

103

Intangibles amortization

2


5

Assets (as of December 31)
27,367

27,888

27,367

27,888


1 Includes a loss of $2,670 during the third quarter of Fiscal 2013 due to the probable divestiture of our non-controlling interest in Genesis Networks Integration Services, LLC ("GNIS"), a joint venture company which was formed in conjunction with Genesis Networks Enterprises, LLC and a goodwill impairment loss of $277,132 recorded during the third quarter of Fiscal 2012. The GNIS divestiture was not material to the Company's consolidated financial statements and will not have a material impact on future operations.

2 Includes goodwill impairment loss of $40,665 recorded during the third quarter of Fiscal 2012.

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 December 31, 2012 and 2011:
 
December 31
 
2012

2011

Segment assets for North America, Europe and All Other
$
953,093

$
941,639

Corporate eliminations
(59,408
)
(52,463
)
Total consolidated assets
$
893,685

$
889,176


The following table presents financial information about the Company by service type:
 
Three-months ended
Nine-months ended
 
December 31
December 31