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Fair Value of Financial Instruments | 6 Months Ended
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Dec. 31, 2017
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | 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;
• | 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 as of December 31, 2017:
| Total |  | Quoted prices in active markets (Level 1) |  | Significant other observable inputs (Level 2) |  | Significant unobservable inputs (Level 3)
| (in thousands)
Assets: |  |  |  |  |  |  |
Deferred compensation plan investments, current and non-current portion | $ | 23,893 |  |  | $ | 23,893 |  |  | $ | — |  |  | $ | — |
Forward foreign currency exchange contracts | 71 |  |  | — |  |  | 71 |  |  | — |
Interest rate swap agreement | 578 |  |  | — |  |  | 578 |  |  | — |
Total assets at fair value | $ | 24,542 |  |  | $ | 23,893 |  |  | $ | 649 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |
Deferred compensation plan investments, current and non-current portion | $ | 23,893 |  |  | $ | 23,893 |  |  | $ | — |  |  | $ | — |
Forward foreign currency exchange contracts | 169 |  |  | — |  |  | 169 |  |  | — |
Liability for contingent consideration, current and non-current portion | 97,031 |  |  | — |  |  | — |  |  | 97,031 |
Total liabilities at fair value | $ | 121,093 |  |  | $ | 23,893 |  |  | $ | 169 |  |  | $ | 97,031 |
The following table summarizes the valuation of the Company’s remaining assets and liabilities measured at fair value on a recurring basis as of June 30, 2017:
| Total |  | Quoted prices in active markets (Level 1) |  | Significant other observable inputs (Level 2) |  | Significant unobservable inputs (Level 3)
| (in thousands)
Assets: |  |  |  |  |  |  |
Deferred compensation plan investments, current and non-current portion | $ | 21,439 |  |  | $ | 21,439 |  |  | $ | — |  |  | $ | — |
Forward foreign currency exchange contracts | 35 |  |  | — |  |  | 35 |  |  | — |
Interest rate swap agreement | 21 |  |  | — |  |  | 21 |  |  | — |
Total assets at fair value | $ | 21,495 |  |  | $ | 21,439 |  |  | $ | 56 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |
Deferred compensation plan investments, current and non-current portion | $ | 21,074 |  |  | $ | 21,074 |  |  | $ | — |  |  | $ | — |
Forward foreign currency exchange contracts | 131 |  |  | — |  |  | 131 |  |  | — |
Liability for contingent consideration, current and non-current portion | 114,036 |  |  | — |  |  | — |  |  | 114,036 |
Total liabilities at fair value | $ | 135,241 |  |  | $ | 21,074 |  |  | $ | 131 |  |  | $ | 114,036 |
The investments in the deferred compensation plan are held in a rabbi trust and include mutual funds and cash equivalents for payment of non-qualified benefits for certain retired, terminated and active employees. These investments are recorded to prepaid expenses and other current assets or other non-current assets depending on their corresponding, anticipated distribution dates to recipients, which are reported in accrued expenses and other current liabilities or other long-term non-current liabilities, respectively. Derivative instruments, such as foreign currency forward contracts, are measured using the market approach on a recurring basis considering foreign currency spot rates and forward rates quoted by banks or foreign currency dealers and interest rates quoted by banks (Level 2). See Note 7 - Derivatives and Hedging Activities. 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 current assets or accrued expenses and other current liabilities, depending on the respective instruments' favorable or unfavorable positions. The Company recorded contingent consideration liabilities at the acquisition date of Network1, Intelisys and POS Portal 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 contingent consideration due to the former shareholders of POS Portal was paid in full during the quarter ended December 31, 2017. The current and non-current portions of these obligations are reported separately on the Condensed Consolidated Balance Sheets. The fair value of the contingent considerations (Level 3) are determined using a form of a probability weighted discounted cash flow model. Subsequent changes in the fair value of the contingent consideration liabilities are recorded to the change in fair value of contingent consideration line item in the Condensed Consolidated Income Statements. Fluctuations due to foreign currency translation are captured in other comprehensive income through the changes in foreign currency translation adjustments line item as seen in Note 3 - Accumulated Other Comprehensive Income (Loss). POS Portal is part of the Company's Worldwide Barcode, Networking and Security Segment. Network1 and Intelisys are part of the Company's Worldwide Communications and Services segment. The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the Network1, Intelisys and POS Portal earnouts for the quarter and six months ended December 31, 2017. The contingent consideration due to the former shareholders of POS Portal was paid in full during the quarter ended December 31, 2017.
| Contingent consideration for the quarter ended |  | Contingent consideration for the six months ended
| December 31, 2017 |  | December 31, 2017
| Barcode, Networking & Security Segment |  | Communications & Services Segment |  | Total |  | Barcode, Networking & Security Segment |  | Communications & Services Segment |  | Total
| (in thousands)
Fair value at beginning of period | $ | 13,167 |  |  | $ | 90,326 |  |  | $ | 103,493 |  |  | $ | — |  |  | $ | 114,036 |  |  | $ | 114,036 |
Issuance of contingent consideration | — |  |  | — |  |  | — |  |  | 13,098 |  |  | — |  |  | 13,098 |
Payments | (13,167 | ) |  | — |  |  | (13,167 | ) |  | (13,167 | ) |  | (40,858 | ) |  | (54,025 | )
Change in fair value of contingent consideration | — |  |  | 6,913 |  |  | 6,913 |  |  | 69 |  |  | 23,725 |  |  | 23,794 |
Foreign currency translation adjustment | — |  |  | (208 | ) |  | (208 | ) |  | — |  |  | 128 |  |  | 128 |
Fair value at end of period | $ | — |  |  | $ | 97,031 |  |  | $ | 97,031 |  |  | $ | — |  |  | $ | 97,031 |  |  | $ | 97,031 |
The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for the Imago, Network1 and Intelisys earnouts for the quarter and six months ended December 31, 2016. The contingent consideration due to the former shareholders of Imago was paid in full during the quarter ended December 31, 2016.
| Contingent consideration for the quarter ended |  | Contingent consideration for the six months ended
| December 31, 2016 |  | December 31, 2016
| Communications & Services Segment |  | Communications & Services Segment
| (in thousands)
Fair value at beginning of period | $ | 110,835 |  |  | $ | 24,652 |
Issuance of contingent consideration | — |  |  | 95,000 |
Payments | (1,607 | ) |  | (10,241 | )
Change in fair value of contingent consideration | 1,791 |  |  | 1,961 |
Foreign currency translation adjustment | (139 | ) |  | (492 | )
Fair value at end of period | $ | 110,880 |  |  | $ | 110,880 |
The fair values of amounts owed are recorded in current portion of contingent consideration and long-term portion of contingent consideration in the Company’s Condensed Consolidated Balance Sheets. The U.S. dollar amounts of actual disbursements made in connection with future earnout payments are subject to change as the liability is denominated in currencies other than the U.S. dollar and subject to foreign exchange fluctuation risk. The Company will revalue the contingent consideration liabilities at each reporting date through the last payment, with changes in the fair value of the contingent consideration reflected in the change in fair value of contingent consideration line item on the Company’s Condensed Consolidated Income Statements that is included in the calculation of operating income. The fair value of the contingent consideration liabilities associated with future earnout payments is based on several factors, including:
• | estimated future results, net of pro forma adjustments set forth in the purchase agreements;
• | the probability of achieving these results; and
• | a discount rate reflective of the Company’s creditworthiness and market risk premium associated with the United States and Brazilian markets.
A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration. Valuation techniques and significant observable inputs used in recurring Level 3 fair value measurements for our contingent consideration liabilities as of December 31, 2017 and June 30, 2017 were as follows.
Reporting Period |  | Valuation Technique |  | Significant Unobservable Inputs |  | Weighted Average Rates
December 31, 2017 |  | Discounted cash flow |  | Weighted average cost of capital |  | 15.4 | %
|  |  |  | Adjusted EBITDA growth rate |  | 17.9 | %
June 30, 2017 |  | Discounted cash flow |  | Weighted average cost of capital |  | 14.2 | %
|  |  |  | Adjusted EBITDA growth rate |  | 17.0 | %
Worldwide Barcode, Networking & Security POS Portal The contingent consideration due to the former shareholders of POS Portal was paid in full during the quarter ended December 31, 2017. As such, no liability is recorded as of this reporting date and no change in fair value of the contingent consideration is recognized in the Condensed Consolidated Income Statements for the quarter ended December 31, 2017. For the six months ended December 31, 2017, the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a loss of less than $0.1 million. Worldwide Communications & Services Segment Intelisys The discounted fair value of the liability for the contingent consideration due to the former shareholders of Intelisys recognized at December 31, 2017 was $90.7 million, of which $32.3 million is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement contributed a loss of $5.1 million and $9.2 million, respectively, for the quarter and six months ended December 31, 2017. The change in fair value for the quarter and six month period is primarily driven by the recurring amortization of the unrecognized fair value discount and an adjustment to the probability weights in the discounted cash flow model. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range up to $115.2 million, based on the Company’s best estimate of the earnout calculated on a multiple of earnings, before interest expense, income taxes, depreciation and amortization. The discounted fair value of the liability for the contingent consideration related to Intelisys recognized at December 31, 2016 was $98.2 million, of which $25.5 million is classified as current. The change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statement contributed a loss of $2.3 million and $3.2 million, respectively, for the quarter and six months ended December 31, 2016, primarily driven by the recurring amortization of the unrecognized fair value discount, partially offset by an increase in the discount rate used. Network I The discounted fair value of the liability for the contingent consideration due to the former shareholders of Network1 recognized at December 31, 2017 was $6.3 million, all of which is classified as current. For the quarter and six months ended December 31, 2017, the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a loss of $1.8 million and $14.5 million, respectively. The change in fair value for the quarter is primarily due to improved actual results. The change in fair value for the six month period is primarily driven by a change in estimate of the current year payment to the former shareholders of Network1, additional agreed upon adjustments to the projected final settlement and improved actual results for the second quarter. In addition, volatility in the foreign exchange between the Brazilian real and the U.S. dollar has driven changes in the translation of this Brazilian real denominated liability. Although there is no contractual limit, total future undiscounted contingent consideration payments are anticipated to range up to $7.1 million, based on the Company’s best estimate of the earnout calculated on a multiple of adjusted earnings, before interest expense, income taxes, depreciation and amortization, plus the effects of foreign exchange. The discounted fair value of the liability for the contingent consideration related to Network1 recognized at December 31, 2016 was $12.7 million, of which $7.3 million is classified as current. For the quarter ended December 31, 2016, the change in fair value of the contingent consideration recognized in the Condensed Consolidated Income Statements contributed a loss of $0.2 million, primarily driven by the recurring amortization of the unrecognized fair value discount, partially offset by an increase in the discount rate used and less-than-expected results. For the six months ended December 31, 2016, the change in fair value of the contingent consideration contributed a gain of $0.1 million, primarily driven by less-than-expected actual results, partially offset by the recurring amortization of the unrecognized fair value discount. In addition, volatility in the foreign exchange between the Brazilian real and the U.S. dollar has driven changes in the translation of this Brazilian real denominated liability. Imago The contingent consideration due to the former shareholders of Imago was paid in full during the quarter ended December 31, 2016. The change in fair value of the contingent consideration recognized in the Consolidated Income Statements contributed a gain of $0.8 million and $1.1 million, respectively, for the quarter and six months ended December 31, 2016. The change in fair value is primarily driven by actual results that were less-than-expected, including special adjustments as determined by the stock purchase agreement. In addition, volatility in the foreign exchange rate between the British pound and the U.S. dollar drove changes in the translation of this British pound-denominated liability.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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