Disaggregation of Revenue
The following tables represent the Company's disaggregation of revenue:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2020
|
|
|
|
|
(in thousands)
|
|
|
|
|
Worldwide Barcode, Networking & Security Segment
|
|
Worldwide Communications & Services Segment
|
|
Total
|
Revenue by product/service:
|
|
|
|
|
|
|
Technology solutions
|
|
$
|
583,642
|
|
|
$
|
273,120
|
|
|
$
|
856,762
|
|
Master agency and professional services(a)
|
|
—
|
|
|
15,721
|
|
|
15,721
|
|
|
|
$
|
583,642
|
|
|
$
|
288,841
|
|
|
$
|
872,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended March 31, 2020
|
|
|
|
|
(in thousands)
|
|
|
|
|
Worldwide Barcode, Networking & Security Segment
|
|
Worldwide Communications & Services Segment
|
|
Total
|
Revenue by product/service:
|
|
|
|
|
|
|
Technology solutions
|
|
$
|
1,967,670
|
|
|
$
|
836,883
|
|
|
$
|
2,804,553
|
|
Master agency and professional services(a)
|
|
—
|
|
|
46,259
|
|
|
46,259
|
|
|
|
$
|
1,967,670
|
|
|
$
|
883,142
|
|
|
$
|
2,850,812
|
|
|
|
|
|
|
|
|
(a) Includes Intelisys Communications, Inc., Canpango and Intelisys Global Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2019
|
|
|
|
|
(in thousands)
|
|
|
|
|
Worldwide Barcode, Networking & Security Segment
|
|
Worldwide Communications & Services Segment
|
|
Total
|
Revenue by product/service:
|
|
|
|
|
|
|
Technology solutions
|
|
$
|
596,913
|
|
|
$
|
282,124
|
|
|
$
|
879,037
|
|
Master agency and professional services(a)
|
|
—
|
|
|
14,320
|
|
|
14,320
|
|
|
|
$
|
596,913
|
|
|
$
|
296,444
|
|
|
$
|
893,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended March 31, 2019
|
|
|
|
|
(in thousands)
|
|
|
|
|
Worldwide Barcode, Networking & Security Segment
|
|
Worldwide Communications & Services Segment
|
|
Total
|
Revenue by product/service:
|
|
|
|
|
|
|
Technology solutions
|
|
$
|
1,953,664
|
|
|
$
|
917,727
|
|
|
$
|
2,871,391
|
|
Master agency and professional services(a)
|
|
—
|
|
|
40,887
|
|
|
40,887
|
|
|
|
$
|
1,953,664
|
|
|
$
|
958,614
|
|
|
$
|
2,912,278
|
|
|
|
|
|
|
|
|
(a) Includes Intelisys Communications, Inc., Canpango and Intelisys Global Ltd.
|
(3) 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,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(in thousands, except per share data)
|
Numerator:
|
|
|
|
|
|
|
|
Net income
|
$
|
1,713
|
|
|
$
|
11,715
|
|
|
$
|
24,608
|
|
|
$
|
46,019
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted-average shares, basic
|
25,346
|
|
|
25,704
|
|
|
25,386
|
|
|
25,647
|
|
Dilutive effect of share-based payments
|
17
|
|
|
58
|
|
|
58
|
|
|
108
|
|
Weighted-average shares, diluted
|
25,363
|
|
|
25,762
|
|
|
25,444
|
|
|
25,755
|
|
|
|
|
|
|
|
|
|
Net income per common share, basic
|
$
|
0.07
|
|
|
$
|
0.46
|
|
|
$
|
0.97
|
|
|
$
|
1.79
|
|
Net income per common share, diluted
|
$
|
0.07
|
|
|
$
|
0.45
|
|
|
$
|
0.97
|
|
|
$
|
1.79
|
|
For the quarter and nine months ended March 31, 2020, weighted-average shares outstanding excluded from the computation of diluted earnings per share because their effect would be anti-dilutive were 1,036,740 and 980,803, respectively. For the quarter and nine months ended March 31, 2019, weighted-average shares outstanding excluded from the computation of diluted earnings per share were 592,411 and 459,189, respectively.
(4) Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following:
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
|
(in thousands)
|
Foreign currency translation adjustment
|
$
|
(122,782
|
)
|
|
$
|
(87,913
|
)
|
Unrealized loss on hedged transaction, net of tax
|
(6,392
|
)
|
|
(2,175
|
)
|
Accumulated other comprehensive loss
|
$
|
(129,174
|
)
|
|
$
|
(90,088
|
)
|
|
|
|
|
The tax effect of amounts in comprehensive income (loss) reflect a tax expense or benefit as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31,
|
|
Nine months ended March 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(in thousands)
|
Tax (expense) benefit
|
$
|
(740
|
)
|
|
$
|
(193
|
)
|
|
$
|
(1,174
|
)
|
|
$
|
(187
|
)
|
(5) Acquisitions
intY
On July 1, 2019, the Company acquired all of the outstanding shares of intY and its CASCADE cloud services distribution platform. The purchase price of this acquisition, net of cash acquired, was approximately $48.9 million. The allocation of the purchase price to the assets and liabilities acquired, including the valuation of the identifiable intangible assets, has not been concluded as of the reporting date. The impact of this acquisition was not material to the consolidated financial statements. The Company recognized less than $0.1 million and $0.5 million for the quarter and nine months ended March 31, 2020, respectively, in acquisition-related
costs included in selling, general and administrative expenses on the Condensed Consolidated Income Statements in connection with this acquisition. This acquisition is included in the Worldwide Communications & Services segment.
RPM, Canpango and Intelisys Global
During the quarter ended December 31, 2018, the Company acquired the assets of RPM Software ("RPM"), a business process software developer with focus in the telecom channel business for calculating and paying agency commissions in an automated cloud-based system. During the quarter ended September 30, 2018, the Company completed the acquisition of Canpango, a global Salesforce implementation and consulting business with deep knowledge of customer relationship management (CRM) and integration with telecom systems. Intelisys Global was also acquired during the quarter ended September 30, 2018. The total combined purchase price for all companies, net of cash acquired, was approximately $32.2 million. The purchase price of these collective acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date. Purchase accounting was finalized during the year ended June 30, 2019. The impact of these acquisitions was not material to the consolidated financial statements. The Company recognized $0.2 million and $1.0 million during the quarter and nine months ended March 31, 2019, respectively, in acquisition-related costs included in selling, general and administrative expenses on the Condensed Consolidated Income Statements in connection with these acquisitions. RPM, Canpango and Intelisys Global are included in the Worldwide Communications & Services segment.
(6) Goodwill and Other Identifiable Intangible Assets
The changes in the carrying amount of goodwill for the nine months ended March 31, 2020, by reporting segment, are set forth in the table below. Additions to goodwill for the current year are due to the acquisition of intY. The allocation of the purchase price for the intY acquisition, including the valuation of the identifiable intangible assets, has not been concluded as of the reporting date.
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|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Barcode, Networking & Security Segment
|
|
Worldwide Communications & Services Segment
|
|
Total
|
|
(in thousands)
|
Balance at June 30, 2019
|
$
|
137,077
|
|
|
$
|
182,461
|
|
|
$
|
319,538
|
|
Additions
|
—
|
|
|
26,110
|
|
|
26,110
|
|
Foreign currency translation adjustment
|
(584
|
)
|
|
(6,706
|
)
|
|
(7,290
|
)
|
Balance at March 31, 2020
|
$
|
136,493
|
|
|
$
|
201,865
|
|
|
$
|
338,358
|
|
The following table shows changes in the amount recognized for net identifiable intangible assets for the nine months ended March 31, 2020. Additions to identifiable intangible assets for the current year are estimates recognized from the acquisition of intY.
|
|
|
|
|
|
Net Identifiable Intangible Assets
|
|
(in thousands)
|
Balance at June 30, 2019
|
$
|
127,939
|
|
Additions
|
23,725
|
|
Amortization expense
|
(16,079
|
)
|
Foreign currency translation adjustment
|
(2,357
|
)
|
Balance at March 31, 2020
|
$
|
133,228
|
|
(7) Short-Term Borrowings and Long-Term Debt
The following table presents the Company’s debt at March 31, 2020 and June 30, 2019.
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|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
|
(in thousands)
|
Short-term borrowings
|
$
|
143
|
|
|
$
|
4,590
|
|
Current portion of long-term debt
|
6,901
|
|
|
4,085
|
|
Mississippi revenue bond, net of current portion
|
4,425
|
|
|
4,764
|
|
Senior secured term loan facility, net of current portion
|
140,625
|
|
|
146,250
|
|
Borrowings under revolving credit facility
|
168,502
|
|
|
200,817
|
|
Total debt
|
$
|
320,596
|
|
|
$
|
360,506
|
|
Short-term Borrowings
The Company has a bank overdraft facility with Bank of America used by its European subsidiaries. The facility allows the Company to disburse checks in excess of bank balances up to $14.0 million U.S. dollar equivalent for up to seven days. Borrowings under the overdraft facility bear interest at a rate equal to a spread of 1.0% over the applicable currency's London Interbank Offered Rate ("LIBOR") with a zero percent floor. Since borrowings outstanding under the overdraft facility at March 31, 2020 were denominated in euros, which bore a negative LIBOR rate, the interest applicable to the Company was 1.0%. There was $0.1 million outstanding balance on the overdraft facility at March 31, 2020 and $4.6 million outstanding at June 30, 2019.
Credit Facility
The Company has a multi-currency senior secured credit facility with JPMorgan Chase Bank N.A., as administrative agent, and a syndicate of banks (the “Amended Credit Agreement”). On April 30, 2019, the Company amended this credit facility to expand the borrowing capacity and extend its maturity to April 30, 2024. The Amended Credit Agreement includes (i) a five-year $350 million multi-currency senior secured revolving credit facility and (ii) a five-year $150 million senior secured term loan facility. Pursuant to an “accordion feature,” the Company may increase its borrowings up to an additional $250 million for a total of up to $750 million, subject to obtaining additional credit commitments from the lenders participating in the increase. The Amended Credit Agreement allows for the issuance of up to $50 million for letters of credit, subject to obtaining additional credit commitments from the lenders participating in the increase. The Company incurred debt issuance costs of $1.1 million in connection with the amendments to the Amended Credit Agreement. These costs were capitalized to other non-current 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 under the Amended Credit Agreement, other than swingline loans, bear interest at a rate equal to a spread over the LIBOR or alternate base rate depending upon the Company's net leverage ratio, calculated as total debt less up to $15 million of unrestricted domestic cash ("Credit Facility Net Debt") to trailing four-quarter adjusted earnings before interest expense, taxes, depreciation and amortization ("Credit Facility EBITDA") (the "Leverage Ratio"). This spread ranges from 1.00% to 1.75% for LIBOR-based loans and 0.00% to 0.75% for alternate base rate loans. Additionally, the Company is charged commitment fees ranging from 0.15% to 0.30%, depending upon the Leverage Ratio, on non-utilized borrowing availability, excluding swingline loans. The Amended Credit Agreement provides for the substitution of a new interest rate benchmark upon the transition from LIBOR, subject to agreement between the Company and the administrative agent. Borrowings under the Amended Credit Agreement 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. Under the terms of the revolving credit facility, the payment of cash dividends is restricted.
At March 31, 2020, the spread in effect was 1.750% for LIBOR-based loans and 0.750% for alternate base rate loans. The commitment fee rate in effect at March 31, 2020 was 0.30%. The Amended Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants. Specifically, the Company’s Leverage Ratio must be less than or equal to 3.50 to 1.00 at all times. In addition, the Company’s Interest Coverage Ratio (as such term is defined in the Amended Credit Agreement) must be at least 3.00 to1.00 at the end of each fiscal quarter. In the event of a default, customary remedies are available to the lenders, including acceleration and increased interest rates. The Company was in compliance with all covenants under the credit facility at March 31, 2020.
The average daily outstanding balance on the revolving credit facility, excluding the term loan facility, during the nine month periods ended March 31, 2020 and 2019 was $252.4 million and $313.6 million, respectively. There was $181.5 million and $149.2 million in unused borrowing capacity at March 31, 2020 and June 30, 2019, respectively. At March 31, 2020, based upon the Leverage Ratio calculation, there was $79.0 million available for additional borrowings. There were letters of credit issued under the multi-currency revolving credit facility of $0.3 million at March 31, 2020. There were no letters of credit issued at June 30, 2019.
Mississippi Revenue Bond
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. At March 31, 2020, the Company was in compliance with all covenants under this bond. The interest rates at March 31, 2020 and June 30, 2019 were 2.21% and 3.28%, respectively.
Debt Issuance Costs
At March 31, 2020, net debt issuance costs associated with the credit facility and bond totaled $1.7 million and are being amortized through the maturity date of each respective debt instrument.
(8) Derivatives and Hedging Activities
The Company's results of operations could be materially impacted by significant changes in foreign currency exchange rates and interest rates. In an effort to manage the exposure to these risks, the Company periodically enters into various derivative instruments. The Company's accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments in accordance with U.S. GAAP. The Company records all derivatives on the consolidated balance sheet at fair value. Derivatives that are not designated as hedging instruments or the ineffective portions of cash flow hedges are adjusted to fair value through earnings in other income and expense.
Foreign Currency Derivatives – The Company conducts a portion of its business internationally in a variety of foreign currencies. The exposure to market risk for changes in foreign currency exchange rates arises from foreign currency-denominated assets and liabilities and transactions arising from non-functional currency financing or trading activities. The Company’s objective is to preserve the economic value of non-functional currency-denominated cash flows. The Company attempts to hedge transaction exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through forward contracts or other hedging instruments with third parties. These contracts hedge the exchange of various currencies, including the U.S. dollar, Brazilian real, euro, British pound, Canadian dollar, Mexican peso, Chilean peso, 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 $94.8 million and $110.7 million for the exchange of foreign currencies at March 31, 2020 and June 30, 2019, 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 included in the Condensed Consolidated Income Statements for the quarters and nine months ended March 31, 2020 and 2019 are as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
March 31,
|
|
March 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(in thousands)
|
Net foreign exchange derivative contract losses (gains)
|
$
|
(6,178
|
)
|
|
$
|
1,125
|
|
|
$
|
(5,978
|
)
|
|
$
|
178
|
|
Net foreign currency transactional and re-measurement (gains) losses
|
6,546
|
|
|
(654
|
)
|
|
6,155
|
|
|
810
|
|
Net foreign currency exchange (gains) losses
|
$
|
368
|
|
|
$
|
471
|
|
|
$
|
177
|
|
|
$
|
988
|
|
Net foreign currency 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 currency 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, British pound versus the euro and other currencies versus the U.S. dollar.
Interest Rates - The Company’s earnings are also affected by changes in interest rates due to the impact those changes have on interest expense from floating rate debt instruments. The Company manages its exposure to changes in interest rates by using interest rate swaps to hedge this exposure and to achieve a desired proportion of fixed versus floating rate debt. The Company entered into an interest rate swap agreement, which was subsequently settled, and entered into a new amended agreement on April 30, 2019. The swap agreement has a notional amount of $100.0 million, with a $50.0 million tranche scheduled to mature on April 30, 2024 and a $50.0 million tranche scheduled to mature April 30, 2026. This swap agreement is designated as a cash flow hedge to hedge the variable rate interest payments on the revolving credit facility. Interest rate differentials paid or received under the swap agreement are recognized as adjustments to interest expense. To the extent the swap is effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swap are not included in current earnings but are reported as other comprehensive income (loss). There was no ineffective portion to be recorded as an adjustment to earnings for the quarters and nine months ended March 31, 2020 and 2019.
The components of the cash flow hedge included in the Condensed Consolidated Statement of Comprehensive (Loss) Income for the quarters and nine months ended March 31, 2020 and 2019, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
|
March 31,
|
|
March 31,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
Net interest expense (income) recognized as a result of interest rate swap
|
|
$
|
180
|
|
|
$
|
(79
|
)
|
|
$
|
343
|
|
|
$
|
(161
|
)
|
Unrealized gain (loss) in fair value of interest rate swap
|
|
(5,518
|
)
|
|
(385
|
)
|
|
(5,890
|
)
|
|
(919
|
)
|
Net increase (decrease) in accumulated other comprehensive (loss) income
|
|
$
|
(5,338
|
)
|
|
$
|
(464
|
)
|
|
$
|
(5,547
|
)
|
|
$
|
(1,080
|
)
|
Income tax effect
|
|
(1,292
|
)
|
|
(114
|
)
|
|
(1,330
|
)
|
|
(261
|
)
|
Net increase (decrease) in accumulated other comprehensive (loss) income, net of tax
|
|
$
|
(4,046
|
)
|
|
$
|
(350
|
)
|
|
$
|
(4,217
|
)
|
|
$
|
(819
|
)
|
The Company used the following derivative instruments at March 31, 2020 and June 30, 2019, reflected in its Condensed Consolidated Balance Sheets, for the risk management purposes detailed above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
|
Balance Sheet Location
|
|
Fair Value of
Derivatives
Designated
as Hedge Instruments
|
|
Fair Value of
Derivatives
Not Designated as Hedge Instruments
|
|
Fair Value of
Derivatives
Designated
as Hedge Instruments
|
|
Fair Value of
Derivatives
Not Designated as Hedge Instruments
|
|
|
|
(in thousands)
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
165
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
168
|
|
Interest rate swap agreement
|
Other long-term liabilities
|
|
$
|
8,922
|
|
|
$
|
—
|
|
|
$
|
3,504
|
|
|
$
|
—
|
|
(9) 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 forward foreign currency exchange contracts, interest rate swap agreements and contingent consideration owed to the previous owners of 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 at March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
$
|
23,553
|
|
|
$
|
23,553
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency exchange contracts
|
209
|
|
|
—
|
|
|
209
|
|
|
—
|
|
Total assets at fair value
|
$
|
23,762
|
|
|
$
|
23,553
|
|
|
$
|
209
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
Deferred compensation plan investments, current and non-current portion
|
$
|
23,553
|
|
|
$
|
23,553
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency exchange contracts
|
130
|
|
|
—
|
|
|
130
|
|
|
—
|
|
Interest rate swap agreement
|
8,922
|
|
|
—
|
|
|
8,922
|
|
|
—
|
|
Liability for contingent consideration
|
45,660
|
|
|
—
|
|
|
—
|
|
|
45,660
|
|
Total liabilities at fair value
|
$
|
78,265
|
|
|
$
|
23,553
|
|
|
$
|
9,052
|
|
|
$
|
45,660
|
|
The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis at June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
$
|
25,787
|
|
|
$
|
25,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency exchange contracts
|
165
|
|
|
—
|
|
|
165
|
|
|
—
|
|
Total assets at fair value
|
$
|
25,952
|
|
|
$
|
25,787
|
|
|
$
|
165
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
Deferred compensation plan investments, current and non-current portion
|
$
|
25,787
|
|
|
$
|
25,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency exchange contracts
|
168
|
|
|
—
|
|
|
168
|
|
|
—
|
|
Interest rate swap agreement
|
3,504
|
|
|
—
|
|
|
3,504
|
|
|
—
|
|
Liability for contingent consideration
|
77,925
|
|
|
—
|
|
|
—
|
|
|
77,925
|
|
Total liabilities at fair value
|
$
|
107,384
|
|
|
$
|
25,787
|
|
|
$
|
3,672
|
|
|
$
|
77,925
|
|
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 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). Fair values of interest rate swaps are measured using standard valuation models with inputs that can be derived from observable market transactions, including LIBOR spot and forward rates (Level 2). Foreign currency contracts and interest rate swap agreements are classified in the Condensed Consolidated Balance Sheets as prepaid expenses and other non-current assets or accrued expenses and other long-term liabilities, depending on the respective instruments' favorable or unfavorable positions. See Note 8 - Derivatives and Hedging Activities.
The Company recorded contingent consideration liabilities at the acquisition date of 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 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 (loss) income through the changes in foreign currency translation adjustments line item as seen in Note 4 - Accumulated Other Comprehensive Loss.
Network1 and Intelisys are part of the Company's Worldwide Communications & Services segment. The final earnout payment due to former shareholders of Network1 was paid during fiscal year ended June 30, 2019. The table below provides a summary of the changes in fair value of the Company's contingent considerations for the Intelisys earnout, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the quarter and nine months ended March 31, 2020.
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2020
|
Nine months ended March 31, 2020
|
|
Worldwide Communications & Services Segment
|
|
(in thousands)
|
Fair value at beginning of period
|
$
|
45,043
|
|
|
$
|
77,925
|
|
Payments
|
—
|
|
|
(38,531
|
)
|
Change in fair value of contingent consideration
|
617
|
|
|
6,266
|
|
Fair value at end of period
|
$
|
45,660
|
|
|
$
|
45,660
|
|
The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the Network1 and Intelisys earnouts for the quarter and nine months ended March 31, 2019.
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2019
|
|
Nine months ended March 31, 2019
|
|
Worldwide Communications & Services Segment
|
|
(in thousands)
|
Fair value at beginning of period
|
$
|
71,886
|
|
|
$
|
108,233
|
|
Payments
|
(2,736
|
)
|
|
(45,796
|
)
|
Change in fair value of contingent consideration
|
5,101
|
|
|
11,535
|
|
Foreign currency translation adjustment
|
8
|
|
|
287
|
|
Fair value at end of period
|
$
|
74,259
|
|
|
$
|
74,259
|
|
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. In accordance with ASC 805, the Company will revalue the contingent consideration liability 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 liability 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 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 liability related to Intelisys at March 31, 2020 and June 30, 2019 were as follows.
|
|
|
|
|
|
|
|
|
Reporting Period
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Weighted Average Rates(a)
|
March 31, 2020
|
|
Discounted cash flow
|
|
Weighted average cost of capital
|
|
12.3
|
%
|
|
|
|
|
Adjusted EBITDA growth rate
|
|
24.9
|
%
|
|
|
|
|
|
|
|
June 30, 2019
|
|
Discounted cash flow
|
|
Weighted average cost of capital
|
|
14.2
|
%
|
|
|
|
|
Adjusted EBITDA growth rate
|
|
21.5
|
%
|
(a) Weighted average rates identified for each significant unobservable input relate to the valuation of the Intelisys contingent consideration.
Intelisys
The fair value of the liability for the contingent consideration related to Intelisys recognized at March 31, 2020 was $45.7 million, all of which is classified as current. The expense from the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement totaled $0.6 million and $6.3 million for the quarter and nine months ended March 31, 2020, respectively. The change in fair value for the quarter is primarily driven by the recurring amortization of the unrecognized fair value discount and a reduction in the discount rate, partially offset by lower than expected actual results. The change in fair value for the nine month period is primarily driven by the recurring amortization of the unrecognized fair value discount and better than expected actual results. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range up to $48.1 million, based on the Company’s best estimate of the earnout calculated on a multiple of adjusted earnings.
The fair value of the liability for the contingent consideration related to Intelisys recognized at March 31, 2019 was $74.3 million, of which $39.4 million was classified as current. The expense from the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement totaled $2.6 million and $9.0 million for the quarter and nine months ended March 31, 2019, respectively. The change in fair value for the prior-year quarter is primarily driven by the recurring amortization of the unrecognized fair value discount. The change in fair value for the prior-year nine month period is primarily the result of recurring amortization of the unrecognized fair value discount as well as improved financial results.
Network1
The final earnout payments were paid to the former shareholders of Network1 during the fiscal year ended June 30, 2019. The change in fair value of the contingent consideration for the quarter and nine months ended March 31, 2019 recognized in the Condensed Consolidated Income Statements contributed a loss of $2.5 million for agreed upon adjustments in the final payments.
(10) Segment Information
The Company is a leading provider of technology solutions and services to customers in specialty technology markets. The Company has two reportable segments, based on product, customer and service type.
Worldwide Barcode, Networking & Security Segment
The Worldwide Barcode, Networking & Security segment includes a portfolio of solutions primarily for enterprise mobile computing, data capture, barcode printing, POS, payments, networking, electronic physical security, cyber security and other technologies. We have business operations within this segment in the United States, Canada, Brazil, additional Latin American countries and Europe. We see adjacencies among these technologies in helping our customers develop solutions. Data capture and POS solutions interface with computer systems used to automate the collection, processing and communication of information for commercial and industrial applications, including retail sales, distribution, shipping, inventory control, materials handling, warehouse management and health care applications. Electronic physical security products include identification, access control, video surveillance, intrusion-related and wireless and networking infrastructure products.
Worldwide Communications & Services Segment
The Worldwide Communications & Services segment includes a portfolio of solutions primarily for communications technologies and services and includes our recent acquisition of intY. We have business operations within this segment in the United States, Canada, Brazil, additional Latin American countries and Europe. These offerings include voice, video conferencing, wireless, data networking, cable, unified communications and collaboration, cloud and technology services. As these solutions come together on IP networks, new opportunities are created to move into adjacent solutions for all vertical markets, such as education, healthcare and government.
Selected financial information for each business segment is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
March 31,
|
|
March 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(in thousands)
|
Sales:
|
|
|
|
|
|
|
|
Worldwide Barcode, Networking & Security
|
$
|
583,642
|
|
|
$
|
596,913
|
|
|
$
|
1,967,670
|
|
|
$
|
1,953,664
|
|
Worldwide Communications & Services
|
288,841
|
|
|
296,444
|
|
|
883,142
|
|
|
958,614
|
|
|
$
|
872,483
|
|
|
$
|
893,357
|
|
|
$
|
2,850,812
|
|
|
$
|
2,912,278
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
Worldwide Barcode, Networking & Security
|
$
|
4,298
|
|
|
$
|
4,371
|
|
|
$
|
13,019
|
|
|
$
|
13,387
|
|
Worldwide Communications & Services
|
4,446
|
|
|
4,097
|
|
|
13,024
|
|
|
11,494
|
|
Corporate
|
795
|
|
|
895
|
|
|
2,384
|
|
|
2,685
|
|
|
$
|
9,539
|
|
|
$
|
9,363
|
|
|
$
|
28,427
|
|
|
$
|
27,566
|
|
Change in fair value of contingent consideration:
|
|
|
|
|
|
|
|
Worldwide Barcode, Networking & Security
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Worldwide Communications & Services
|
618
|
|
|
5,101
|
|
|
6,266
|
|
|
11,535
|
|
|
$
|
618
|
|
|
$
|
5,101
|
|
|
$
|
6,266
|
|
|
$
|
11,535
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
Worldwide Barcode, Networking & Security
|
$
|
3,870
|
|
|
$
|
16,865
|
|
|
$
|
29,938
|
|
|
$
|
48,974
|
|
Worldwide Communications & Services
|
3,199
|
|
|
2,161
|
|
|
16,141
|
|
|
21,956
|
|
Corporate
|
(780
|
)
|
|
(222
|
)
|
|
(2,689
|
)
|
|
(988
|
)
|
|
$
|
6,289
|
|
|
$
|
18,804
|
|
|
$
|
43,390
|
|
|
$
|
69,942
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
Worldwide Barcode, Networking & Security
|
$
|
1,878
|
|
|
$
|
2,298
|
|
|
$
|
3,324
|
|
|
$
|
6,038
|
|
Worldwide Communications & Services
|
1,989
|
|
|
2,899
|
|
|
3,293
|
|
|
4,935
|
|
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
$
|
3,867
|
|
|
$
|
5,197
|
|
|
$
|
6,617
|
|
|
$
|
10,977
|
|
Sales by Geography Category:
|
|
|
|
|
|
|
|
United States and Canada
|
$
|
676,703
|
|
|
$
|
678,078
|
|
|
$
|
2,198,173
|
|
|
$
|
2,210,729
|
|
International(1)
|
202,310
|
|
|
221,202
|
|
|
677,478
|
|
|
722,715
|
|
Less intercompany sales
|
(6,530
|
)
|
|
(5,923
|
)
|
|
(24,839
|
)
|
|
(21,166
|
)
|
|
$
|
872,483
|
|
|
$
|
893,357
|
|
|
$
|
2,850,812
|
|
|
$
|
2,912,278
|
|
|
|
|
|
|
|
|
|
(1) For the quarters and nine months ended March 31, 2020 and 2019, no sales exceeded 10% of consolidated net sales to any single international country.
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
|
(in thousands)
|
Assets:
|
|
|
|
Worldwide Barcode, Networking & Security
|
$
|
1,144,034
|
|
|
$
|
1,097,207
|
|
Worldwide Communications & Services
|
886,899
|
|
|
905,439
|
|
Corporate
|
42,868
|
|
|
64,615
|
|
|
$
|
2,073,801
|
|
|
$
|
2,067,261
|
|
Property and equipment, net by Geography Category:
|
|
|
|
United States and Canada
|
$
|
56,326
|
|
|
$
|
58,961
|
|
International
|
4,565
|
|
|
4,402
|
|
|
$
|
60,891
|
|
|
$
|
63,363
|
|
(11) Leases
In accordance with ASC 842, at contract inception the Company determines if a contract contains a lease by assessing whether the contract contains an identified asset and whether the Company has the ability to control the asset. The Company also determines if the lease meets the classification criteria for an operating lease versus a finance lease under ASC 842. Substantially all of the Company's leases are operating leases for real estate, warehouse and office equipment ranging in duration from 1 year to 10 years. The Company has elected not to record short-term operating leases with an initial term of 12 months or less on the Condensed Consolidated Balance Sheets. Operating leases are recorded as other non-current assets, accrued expenses and other current liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets. The Company has finance leases for information technology equipment expiring in fiscal year 2022. Finance leases are recorded as property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets. The gross amount of the balances recorded related to finance leases is immaterial to the financial statements at March 31, 2020 and June 30, 2019.
Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the net present value of future minimum lease payments over the lease term. The Company generally is not able to determine the rate implicit in its leases and has elected to apply an incremental borrowing rate as the discount rate for the present value determination, which is based on the Company's cost of borrowings for the relevant terms of each lease and geographical economic factors. Certain operating lease agreements contain options to extend or terminate the lease. The lease term used is adjusted for these options when the Company is reasonably certain it will exercise the option. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments not based on a rate or index, such as costs for common area maintenance, are expensed as incurred. Further, the Company has elected the practical expedient to recognize all lease and non-lease components as a single lease component, where applicable.
The following table presents amounts recorded on the Condensed Consolidated Balance Sheet related to operating leases at March 31, 2020:
|
|
|
|
|
|
|
|
Operating leases
|
|
Balance Sheet location
|
|
March 31, 2020
|
|
|
|
|
(in thousands)
|
Operating lease right-of-use assets
|
|
Other non-current assets
|
|
$
|
30,196
|
|
Current operating lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
$
|
5,805
|
|
Long-term operating lease liabilities
|
|
Other long-term liabilities
|
|
$
|
26,490
|
|
The following table presents amounts recorded in operating lease expense as part of selling general and administrative expenses on the Condensed Consolidated Income Statements during the quarter and nine months ended March 31, 2020. Operating lease costs contain immaterial amounts of short-term lease costs for leases with an initial term of 12 months or less.
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
|
March 31, 2020
|
|
March 31, 2020
|
|
|
(in thousands)
|
Operating lease cost
|
|
$
|
1,873
|
|
|
$
|
6,005
|
|
Variable lease cost
|
|
542
|
|
|
1,325
|
|
|
|
$
|
2,415
|
|
|
$
|
7,330
|
|
Supplemental cash flow information related to the Company's operating leases for the quarter and nine months ended March 31, 2020 are presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
|
March 31, 2020
|
|
March 31, 2020
|
|
|
(in thousands)
|
Cash paid for amounts in the measurement of lease liabilities
|
|
$
|
1,719
|
|
|
$
|
5,189
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
250
|
|
|
1,804
|
|
The weighted-average remaining lease term and discount rate at March 31, 2020 are presented in the table below:
|
|
|
|
|
|
|
March 31, 2020
|
Weighted-average remaining lease term
|
|
6.27 years
|
|
Weighted-average discount rate
|
|
3.9
|
%
|
The following table presents the maturities of the Company's operating lease liabilities at March 31, 2020:
|
|
|
|
|
|
|
|
Operating leases
|
|
|
(in thousands)
|
Remainder of 2020
|
|
$
|
2,362
|
|
2021
|
|
7,828
|
|
2022
|
|
7,090
|
|
2023
|
|
5,574
|
|
2024
|
|
4,757
|
|
Thereafter
|
|
11,282
|
|
Total future payments
|
|
38,893
|
|
Less: amounts representing interest
|
|
6,598
|
|
Present value of lease payments
|
|
$
|
32,295
|
|
(12) 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.
In early March 2020, the World Health Organization characterized the novel coronavirus (“COVID-19”) as a pandemic. The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a substantial impact on businesses around the world, including the Company’s business, and on global, regional and national economies. The Company is unable at this time to predict
the ultimate impact that COVID-19 will have on its business due to the inability to predict the duration or magnitude of the virus' impacts.
During the Company's due diligence for the Network1 acquisition, several pre-acquisition contingencies were identified regarding various Brazilian federal and state tax exposures. The Company recorded indemnification receivables that are reported gross of the pre-acquisition contingency liabilities as the funds were escrowed as part of the acquisition. The amount available after the impact of foreign currency translation for future pre-acquisition contingency settlements or to be released to the sellers was $5.0 million and $6.5 million, at March 31, 2020 and June 30, 2019, respectively.
The table below summarizes the balances and line item presentation of Network1's pre-acquisition contingencies and corresponding indemnification receivables in the Company's Condensed Consolidated Balance Sheets at March 31, 2020 and June 30, 2019:
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
|
Network1
|
|
(in thousands)
|
Assets
|
|
|
|
Prepaid expenses and other current assets
|
$
|
15
|
|
|
$
|
761
|
|
Other non-current assets
|
$
|
3,847
|
|
|
$
|
5,219
|
|
Liabilities
|
|
|
|
Accrued expenses and other current liabilities
|
$
|
15
|
|
|
$
|
761
|
|
Other long-term liabilities
|
$
|
3,847
|
|
|
$
|
5,219
|
|
The reduction in pre-acquisition contingencies and corresponding indemnification receivables is due to expiration of the statute of limitations on several identified contingencies, coupled with a reduction in the foreign exchange rate of the Brazilian real against the US dollar.
(13) Income Taxes
Income taxes for the quarter and nine months ended March 31, 2020 have been included in the accompanying condensed consolidated financial statements using an estimated annual effective tax rate. In addition to applying the estimated annual effective tax rate to pre-tax income, the Company also includes certain items treated as discrete events to arrive at an estimated overall tax provision. During the nine months ended March 31, 2020, the Company recognized a net discrete tax benefit of $0.2 million related to the reversal of an unrecognized tax benefit and a change in estimate of nondeductible expenses for a prior period.
The Company’s effective tax rate of 53.1% and 29.6% for the quarter and nine months ended March 31, 2020, respectively, differs from the current federal statutory rate of 21% primarily as a result of income derived from tax jurisdictions with varying income tax rates, nondeductible expenses and state income taxes. The effective tax rate for the quarter is significantly higher than effective tax rate for the nine month period primarily due to the impact of lowered forecasted earnings and changes in the geographical mix of income.
The Company has provided for U.S. income taxes for the current earnings of its Canadian subsidiary and will continue to distribute the earnings of its Canadian subsidiary. Earnings from Brazil will continue to be considered retained indefinitely for reinvestment and all other foreign geographies are immaterial. It has been the practice of the Company to reinvest those earnings in the businesses outside the United States. Apart from the one-time transition tax recognized in accordance with the U.S. government enacted Tax Cuts and Jobs Act (the “Tax Act”) during fiscal year 2018, any incremental deferred income taxes on the unremitted foreign earnings are not expected to be material.
The Tax Act created a provision known as global intangible low-tax income ("GILTI") that imposes a tax on certain earnings of foreign subsidiaries. The GILTI tax became effective for the Company during fiscal year 2019, and an accounting policy election was made to treat the tax as a current period expense.
The Company had approximately $1.0 million and $1.2 million of total gross unrecognized tax benefits at March 31, 2020 and June 30, 2019, respectively. Of this total at March 31, 2020, approximately $0.8 million represents the amount of unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. The Company does not believe that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.
The Company conducts business globally and 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 federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before June 30, 2014.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. At March 31, 2020 and June 30, 2019, the Company had approximately $1.1 million and $1.0 million, respectively, accrued for interest and penalties, respectively.
Financial results in Belgium produced a pre-tax loss of approximately $1.0 million and $0.8 million for the quarters ended March 31, 2020 and 2019. The valuation of Belgium's net deferred tax asset will depend on future profitability and potential future transactions. In the judgment of management, it is more likely than not that the deferred tax asset will be realized.