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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Black Box Corp. | NASDAQ:BBOX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.0949 | 1.09 | 1.04 | 0 | 01:00:00 |
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-3086563
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1000 Park Drive, Lawrence, Pennsylvania
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15055
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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Emerging growth company
o
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Page
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(Unaudited)
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In thousands, except par value
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September 29, 2018
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March 31, 2018
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|
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Assets
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||||
Cash and cash equivalents
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$
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21,943
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$
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35,600
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Accounts receivable, net of allowance for doubtful accounts of $2,454 and $2,982
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104,009
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99,150
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Inventories, net
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19,954
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26,107
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Costs/estimated earnings in excess of billings on uncompleted contracts
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50,826
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52,696
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Other current assets
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30,682
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26,113
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Current assets held for sale
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151
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47,176
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Total current assets
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227,565
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286,842
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Property, plant and equipment, net
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19,555
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23,152
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Intangibles, net
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35,414
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39,145
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Deferred tax asset
|
4,221
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6,474
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Other non-current assets
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11,009
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8,444
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Non-current assets held for sale
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—
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12,278
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Total assets
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$
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297,764
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$
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376,335
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Liabilities
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||||
Accounts payable
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$
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43,950
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$
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49,243
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Accrued compensation and benefits
|
13,897
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|
15,823
|
|
||
Deferred revenue
|
23,904
|
|
27,420
|
|
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Billings in excess of costs/estimated earnings on uncompleted contracts
|
12,176
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|
12,547
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|
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Short-term debt
|
101,540
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157,500
|
|
||
Other current liabilities
|
26,323
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25,905
|
|
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Current liabilities held for sale
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—
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20,597
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Total current liabilities
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221,790
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309,035
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Long-term debt
|
328
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|
477
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|
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Other non-current liabilities
|
15,701
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15,884
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|
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Non-current liabilities held for sale
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—
|
|
597
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|
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Total liabilities
|
$
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237,819
|
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$
|
325,993
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Stockholders’ equity
|
|
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||||
Preferred stock authorized 5,000, par value $1.00, none issued
|
$
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—
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$
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—
|
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Common stock authorized 100,000, par value $.001, 15,238 and 15,141 shares outstanding, 27,026 and 26,880 issued
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26
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|
26
|
|
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Additional paid-in capital
|
511,429
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509,960
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|
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Retained earnings
|
(22,842
|
)
|
(35,664
|
)
|
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Accumulated other comprehensive income (loss)
|
(12,568
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)
|
(7,992
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)
|
||
Treasury stock, at cost 11,788 and 11,740 shares
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(416,100
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)
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(415,988
|
)
|
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Total stockholders’ equity
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$
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59,945
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$
|
50,342
|
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Total liabilities and stockholders’ equity
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$
|
297,764
|
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$
|
376,335
|
|
|
|
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Three-months ended
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Six-months ended
|
||||||||||
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September 29 and September 30
|
September 29 and September 30
|
||||||||||
In thousands, except per share amounts
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Revenues
|
|
|
|
|
||||||||
Products
|
$
|
32,836
|
|
$
|
37,248
|
|
$
|
64,388
|
|
$
|
70,136
|
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Services
|
125,822
|
|
127,217
|
|
256,764
|
|
255,074
|
|
||||
Total
|
158,658
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|
164,465
|
|
321,152
|
|
325,210
|
|
||||
Cost of sales *
|
|
|
|
|
||||||||
Products
|
18,874
|
|
21,166
|
|
37,092
|
|
40,193
|
|
||||
Services
|
96,419
|
|
93,977
|
|
194,400
|
|
190,708
|
|
||||
Total
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115,293
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|
115,143
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|
231,492
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230,901
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||||
Gross profit
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43,365
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49,322
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89,660
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94,309
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||||
Selling, general & administrative expenses
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50,128
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55,079
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101,859
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113,024
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||||
Asset impairment loss
|
1,586
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1,426
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1,586
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1,426
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||||
Intangibles amortization
|
1,075
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1,716
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2,153
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|
3,551
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|
||||
Operating income (loss)
|
(9,424
|
)
|
(8,899
|
)
|
(15,938
|
)
|
(23,692
|
)
|
||||
Interest expense, net
|
4,174
|
|
1,808
|
|
6,723
|
|
3,026
|
|
||||
Other expenses (income), net
|
334
|
|
(207
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)
|
815
|
|
(77
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)
|
||||
Income (loss) before provision for income taxes
|
(13,932
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)
|
(10,500
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)
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(23,476
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)
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(26,641
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)
|
||||
Provision (benefit) for income taxes
|
(7,742
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)
|
1,948
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(8,412
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)
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(3,278
|
)
|
||||
Income (loss) from continuing operations
|
(6,190
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)
|
(12,448
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)
|
(15,064
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)
|
(23,363
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(1,955
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)
|
1,048
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(403
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)
|
2,216
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|
||||
Gain from sale of discontinued operations, net of tax
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31,040
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—
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31,040
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|
—
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||||
Net income (loss)
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$
|
22,895
|
|
$
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(11,400
|
)
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$
|
15,573
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$
|
(21,147
|
)
|
Basic earnings (loss) per common share
|
|
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||||||||
Continuing operations
|
$
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(0.41
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)
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$
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(0.82
|
)
|
$
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(0.99
|
)
|
$
|
(1.55
|
)
|
Discontinued operations
|
1.91
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|
0.07
|
|
2.02
|
|
0.15
|
|
||||
Net earnings (loss) per common share
|
$
|
1.50
|
|
$
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(0.75
|
)
|
$
|
1.03
|
|
$
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(1.40
|
)
|
Diluted earnings (loss) per common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.41
|
)
|
$
|
(0.82
|
)
|
$
|
(0.99
|
)
|
$
|
(1.55
|
)
|
Discontinued operations
|
1.91
|
|
0.07
|
|
2.02
|
|
0.15
|
|
||||
Net earnings (loss) per common share
|
$
|
1.50
|
|
$
|
(0.75
|
)
|
$
|
1.03
|
|
$
|
(1.40
|
)
|
Weighted-average common shares outstanding
|
|
|
|
|
||||||||
Basic
|
15,235
|
|
15,138
|
|
15,175
|
|
15,057
|
|
||||
Diluted
|
15,235
|
|
15,138
|
|
15,175
|
|
15,057
|
|
||||
Dividends declared per share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.12
|
|
|
Three-months ended
|
Six-months ended
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||||||||||
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September 29 and September 30
|
September 29 and September 30
|
||||||||||
In thousands
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Income (loss) from continuing operations
|
$
|
(6,190
|
)
|
$
|
(12,448
|
)
|
$
|
(15,064
|
)
|
$
|
(23,363
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
||||||||
Foreign Currency Translation Adjustment
|
(510
|
)
|
2,063
|
|
(4,266
|
)
|
5,172
|
|
||||
Defined Benefit Pension
|
|
|
|
|
||||||||
Actuarial gain (loss), net of taxes of $18, $41, $38, and $95
|
53
|
|
64
|
|
113
|
|
149
|
|
||||
Amounts reclassified into results of operations, net of taxes of $18, $12, $33, and $24
|
53
|
|
19
|
|
98
|
|
37
|
|
||||
Derivative Instruments
|
|
|
|
|
||||||||
Net change in fair value of cash flow hedges, net of taxes of $199, ($141), ($53), and ($568)
|
596
|
|
(221
|
)
|
(158
|
)
|
(888
|
)
|
||||
Amounts reclassified into results of operations, net of taxes of ($129), $470, ($121), and $717
|
(386
|
)
|
736
|
|
(363
|
)
|
1,122
|
|
||||
Other comprehensive income (loss)
|
$
|
(194
|
)
|
$
|
2,661
|
|
$
|
(4,576
|
)
|
$
|
5,592
|
|
Comprehensive income (loss) from continuing operations
|
$
|
(6,384
|
)
|
$
|
(9,787
|
)
|
$
|
(19,640
|
)
|
$
|
(17,771
|
)
|
|
|
|
|
|
|
Six-months ended
|
|||||
|
September 29 and September 30
|
|||||
In thousands
|
2018
|
|
2017
|
|
||
Operating Activities
|
|
|
||||
Net income (loss)
|
$
|
15,573
|
|
$
|
(21,147
|
)
|
Less: Net income (loss) from discontinued operations
|
30,637
|
|
2,216
|
|
||
Net income (loss) from continuing operations
|
$
|
(15,064
|
)
|
$
|
(23,363
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) continuing operating activities
|
|
|
||||
Intangibles amortization
|
$
|
2,153
|
|
$
|
3,551
|
|
Depreciation
|
4,111
|
|
4,499
|
|
||
Loss (gain) on sale of property
|
74
|
|
36
|
|
||
Deferred taxes
|
(8,286
|
)
|
(3,056
|
)
|
||
Stock compensation expense
|
1,446
|
|
3,108
|
|
||
Asset impairment loss
|
1,586
|
|
1,426
|
|
||
Provision for obsolete inventory
|
1,073
|
|
262
|
|
||
Provision for (recovery of) doubtful accounts
|
291
|
|
518
|
|
||
Changes in operating assets and liabilities (net of effects of discontinued operations)
|
|
|
||||
Accounts receivable
|
(2,865
|
)
|
9,011
|
|
||
Inventories
|
4,208
|
|
(3,248
|
)
|
||
Costs/estimated earnings in excess of billings on uncompleted contracts
|
(5,789
|
)
|
1,561
|
|
||
All other assets
|
4,373
|
|
(3,083
|
)
|
||
Accounts payable
|
(2,529
|
)
|
3,050
|
|
||
Billings in excess of costs/estimated earnings on uncompleted contracts
|
(319
|
)
|
(1,970
|
)
|
||
All other liabilities
|
5,256
|
|
(8,240
|
)
|
||
Net cash provided by (used for) continuing operating activities
|
$
|
(10,281
|
)
|
$
|
(15,938
|
)
|
Net cash provided by (used for) discontinued operating activities
|
2,509
|
|
314
|
|
||
Net cash provided by (used for) operating activities
|
$
|
(7,772
|
)
|
$
|
(15,624
|
)
|
Investing Activities
|
|
|
||||
Capital expenditures
|
$
|
(769
|
)
|
$
|
(2,327
|
)
|
Capital disposals
|
127
|
|
61
|
|
||
Net cash provided by (used for) continuing investing activities
|
$
|
(642
|
)
|
$
|
(2,266
|
)
|
Net cash provided by (used for) discontinued investing activities
|
63,014
|
|
(353
|
)
|
||
Net cash provided by (used for) investing activities
|
$
|
62,372
|
|
$
|
(2,619
|
)
|
Financing Activities
|
|
|
||||
Proceeds from (repayments of) long-term debt
|
$
|
(48,623
|
)
|
$
|
34,576
|
|
Proceeds from (repayments of) short-term debt
|
(7,029
|
)
|
4,950
|
|
||
Deferred financing costs
|
(3,129
|
)
|
(632
|
)
|
||
Purchase of treasury stock
|
(112
|
)
|
(393
|
)
|
||
Payment of dividends
|
—
|
|
(3,611
|
)
|
||
Increase (decrease) in cash overdrafts
|
(5,652
|
)
|
(1,086
|
)
|
||
Net cash provided by (used for) continuing financing activities
|
$
|
(64,545
|
)
|
$
|
33,804
|
|
Net cash provided by (used for) discontinued financing activities
|
(2,130
|
)
|
—
|
|
||
Net cash provided by (used for) financing activities
|
$
|
(66,675
|
)
|
$
|
33,804
|
|
Foreign currency exchange impact on cash
|
(1,582
|
)
|
654
|
|
||
Increase/(decrease) in cash and cash equivalents
|
$
|
(13,657
|
)
|
$
|
16,215
|
|
Cash and cash equivalents at beginning of period
|
$
|
35,600
|
|
$
|
14,247
|
|
Cash and cash equivalents at end of period
|
$
|
21,943
|
|
$
|
30,462
|
|
Supplemental cash flow
|
|
|
||||
Cash paid for interest
|
$
|
5,264
|
|
$
|
2,375
|
|
Cash paid for income taxes
|
973
|
|
224
|
|
||
Non-cash financing activities
|
|
|
||||
Capital leases
|
39
|
|
19
|
|
|
|
Three-months ended
|
||||||||||||||
|
|
September 30, 2018
|
||||||||||||||
Offering Types
|
Timing of Revenue Recognition
|
North America Products
|
|
North America
Services
|
|
International Products
|
|
International Services
|
|
Total
|
|
|||||
Products
|
Point in time
|
$
|
16,845
|
|
$
|
—
|
|
$
|
15,991
|
|
$
|
—
|
|
$
|
32,836
|
|
Projects
|
Over time
|
—
|
|
45,936
|
|
—
|
|
8,232
|
|
54,168
|
|
|||||
Services
|
Over time
|
—
|
|
70,344
|
|
—
|
|
1,310
|
|
71,654
|
|
|||||
Total
|
|
$
|
16,845
|
|
$
|
116,280
|
|
$
|
15,991
|
|
$
|
9,542
|
|
$
|
158,658
|
|
|
|
Six-months ended
|
||||||||||||||
|
|
September 30, 2018
|
||||||||||||||
Offering Types
|
Timing of Revenue Recognition
|
North America Products
|
|
North America
Services |
|
International Products
|
|
International Services
|
|
Total
|
|
|||||
Products
|
Point in time
|
$
|
32,645
|
|
$
|
—
|
|
$
|
31,743
|
|
$
|
—
|
|
$
|
64,388
|
|
Projects
|
Over time
|
—
|
|
91,831
|
|
—
|
|
16,490
|
|
108,321
|
|
|||||
Services
|
Over time
|
—
|
|
144,912
|
|
—
|
|
3,531
|
|
148,443
|
|
|||||
Total
|
|
$
|
32,645
|
|
$
|
236,743
|
|
$
|
31,743
|
|
$
|
20,021
|
|
$
|
321,152
|
|
Contract Balances
|
September 30, 2018
|
|
March 31,
2018
|
|
$ Change
|
|
% Change
|
|
|||
Accounts receivable, net of allowance for doubtful accounts
|
$
|
104,009
|
|
$
|
99,150
|
|
$
|
4,859
|
|
5
|
%
|
Costs/estimated earnings in excess of billings on uncompleted contracts
|
50,826
|
|
52,696
|
|
(1,870
|
)
|
(4
|
)%
|
|||
Billings in excess of costs/estimated earnings on uncompleted contracts
|
12,176
|
|
12,547
|
|
(371
|
)
|
(3
|
)%
|
|||
Deferred revenue - current
|
23,904
|
|
27,420
|
|
(3,516
|
)
|
(13
|
)%
|
|||
Deferred revenue - long-term
|
3,503
|
|
2,758
|
|
745
|
|
27
|
%
|
Consolidated Balance Sheet
|
September 30, 2018
|
||||||||
In thousands
|
As reported
|
|
Adjustments
|
|
Balances without Adoption of ASC 606
|
|
|||
Assets
|
|
|
|
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
$
|
104,009
|
|
$
|
(16
|
)
|
$
|
103,993
|
|
Inventories, net
|
19,954
|
|
12
|
|
19,966
|
|
|||
Costs/estimated earnings in excess of billings on uncompleted contracts
|
50,826
|
|
1,137
|
|
51,963
|
|
|||
Other assets
|
30,682
|
|
(413
|
)
|
30,269
|
|
|||
Deferred revenue
|
23,904
|
|
580
|
|
24,484
|
|
|||
Billings in excess of costs/estimated earnings on uncompleted contracts
|
12,176
|
|
422
|
|
12,598
|
|
|||
Other liabilities
|
26,323
|
|
714
|
|
27,037
|
|
|||
Retained earnings
|
(22,842
|
)
|
(2,436
|
)
|
(25,278
|
)
|
|
Three-months ended
|
||||||||
Consolidated Statement of Operations
|
September 30, 2018
|
||||||||
In thousands, except per share amounts
|
As reported
|
|
Adjustments
|
|
Balances without Adoption of ASC 606
|
|
|||
Revenues
|
|
|
|
||||||
Products
|
$
|
32,836
|
|
$
|
232
|
|
$
|
33,068
|
|
Services
|
125,822
|
|
(25
|
)
|
125,797
|
|
|||
Total
|
158,658
|
|
207
|
|
158,865
|
|
|||
Cost of sales
|
|
|
|
||||||
Products
|
18,874
|
|
100
|
|
18,974
|
|
|||
Services
|
96,419
|
|
21
|
|
96,440
|
|
|||
Total
|
115,293
|
|
121
|
|
115,414
|
|
|||
Gross profit
|
43,365
|
|
86
|
|
43,451
|
|
|
Six-months ended
|
||||||||
Consolidated Statement of Operations
|
September 30, 2018
|
||||||||
In thousands, except per share amounts
|
As reported
|
|
Adjustments
|
|
Balances without Adoption of ASC 606
|
|
|||
Revenues
|
|
|
|
||||||
Products
|
$
|
64,388
|
|
$
|
205
|
|
$
|
64,593
|
|
Services
|
256,764
|
|
30
|
|
256,794
|
|
|||
Total
|
321,152
|
|
235
|
|
321,387
|
|
|||
Cost of sales
|
|
|
|
||||||
Products
|
37,092
|
|
92
|
|
37,184
|
|
|||
Services
|
194,400
|
|
24
|
|
194,424
|
|
|||
Total
|
231,492
|
|
116
|
|
231,608
|
|
|||
Gross profit
|
89,660
|
|
119
|
|
89,779
|
|
|
Six-months ended
|
||||||||
Consolidated Statement of Operating Cash Flows
|
September 30, 2018
|
||||||||
In thousands
|
As reported
|
|
Adjustments
|
|
Balances without Adoption of ASC 606
|
|
|||
Net income (loss) from continuing operations
|
$
|
(15,064
|
)
|
$
|
119
|
|
$
|
(14,945
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) continuing operating activities
|
|
|
|
||||||
Intangibles amortization
|
2,153
|
|
—
|
|
2,153
|
|
|||
Depreciation
|
4,111
|
|
—
|
|
4,111
|
|
|||
Loss (gain) on sale of property
|
74
|
|
—
|
|
74
|
|
|||
Deferred taxes
|
(8,286
|
)
|
—
|
|
(8,286
|
)
|
|||
Stock compensation expense
|
1,446
|
|
—
|
|
1,446
|
|
|||
Asset impairment loss
|
1,586
|
|
—
|
|
1,586
|
|
|||
Provision for obsolete inventory
|
1,073
|
|
—
|
|
1,073
|
|
|||
Provision for (recovery of) doubtful accounts
|
291
|
|
—
|
|
291
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
||||||
Accounts receivable
|
(2,865
|
)
|
7
|
|
(2,858
|
)
|
|||
Inventories
|
4,208
|
|
(6
|
)
|
4,202
|
|
|||
Costs/estimated earnings in excess of billings on uncompleted contracts
|
(5,789
|
)
|
19
|
|
(5,770
|
)
|
|||
All other assets
|
4,373
|
|
10
|
|
4,383
|
|
|||
Accounts payable
|
(2,529
|
)
|
—
|
|
(2,529
|
)
|
|||
Billings in excess of costs/estimated earnings on uncompleted contracts
|
(319
|
)
|
(8
|
)
|
(327
|
)
|
|||
All other liabilities
|
5,256
|
|
(141
|
)
|
5,115
|
|
|||
Net cash provided by (used for) continuing operating activities
|
$
|
(10,281
|
)
|
$
|
—
|
|
$
|
(10,281
|
)
|
|
September 30, 2018
|
|
March 31, 2018
|
|
||
Raw materials
|
$
|
1,723
|
|
$
|
1,816
|
|
Finished goods
|
27,523
|
|
33,740
|
|
||
Inventory, gross
|
$
|
29,246
|
|
$
|
35,556
|
|
Excess and obsolete inventory reserves
|
(9,292
|
)
|
(9,449
|
)
|
||
Inventories, net
|
$
|
19,954
|
|
$
|
26,107
|
|
|
September 30, 2018
|
March 31, 2018
|
||||||||||||||||
|
Gross Carrying Amount
|
|
Accum. Amort.
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accum. Amort.
|
|
Net Carrying Amount
|
|
||||||
Definite-lived
|
|
|
|
|
|
|
||||||||||||
Non-compete agreements
|
$
|
841
|
|
$
|
841
|
|
$
|
—
|
|
$
|
864
|
|
$
|
864
|
|
$
|
—
|
|
Customer relationships
|
97,704
|
|
73,752
|
|
23,952
|
|
97,704
|
|
71,607
|
|
26,097
|
|
||||||
Total
|
$
|
98,545
|
|
$
|
74,593
|
|
$
|
23,952
|
|
$
|
98,568
|
|
$
|
72,471
|
|
$
|
26,097
|
|
Indefinite-lived
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
19,715
|
|
8,253
|
|
11,462
|
|
21,301
|
|
8,253
|
|
13,048
|
|
||||||
Total
|
$
|
118,260
|
|
$
|
82,846
|
|
$
|
35,414
|
|
$
|
119,869
|
|
$
|
80,724
|
|
$
|
39,145
|
|
|
Trademarks
|
|
Customer relationships
|
|
Total
|
|
|||
March 31, 2018
|
$
|
13,048
|
|
$
|
26,097
|
|
$
|
39,145
|
|
Intangibles amortization
|
—
|
|
(2,153
|
)
|
(2,153
|
)
|
|||
Foreign currency translation adjustment
|
—
|
|
8
|
|
8
|
|
|||
Intangible asset impairment loss
|
(1,586
|
)
|
—
|
|
(1,586
|
)
|
|||
September 30, 2018
|
$
|
11,462
|
|
$
|
23,952
|
|
$
|
35,414
|
|
Fiscal
|
|
||
2019
|
$
|
1,929
|
|
2020
|
3,542
|
|
|
2021
|
3,176
|
|
|
2022
|
2,184
|
|
|
2023
|
2,184
|
|
|
Thereafter
|
10,937
|
|
|
Total
|
$
|
23,952
|
|
In thousands, except par value
|
September 29, 2018
|
|
March 31, 2018
|
|
||
Current portion of long-term debt
|
|
|
||||
Revolving credit agreement
(1)
|
$
|
101,540
|
|
$
|
110,000
|
|
Term loan
(1)
|
—
|
|
47,500
|
|
||
Other
(2)
|
290
|
|
332
|
|
||
Current portion of long-term debt
|
$
|
101,830
|
|
$
|
157,832
|
|
|
|
|
||||
Long-term debt
|
|
|
||||
Other
(2)
|
$
|
387
|
|
$
|
477
|
|
Long-term debt
|
$
|
387
|
|
$
|
477
|
|
|
|
|
||||
Total Debt
|
$
|
102,217
|
|
$
|
158,309
|
|
|
|
Asset Derivatives
|
Liability Derivatives
|
||||||||||
|
|
September 30,
|
|
March 31,
|
|
September 30,
|
|
March 31,
|
|
||||
|
Classification
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|||||
Foreign currency contracts
|
Other liabilities (current)
|
|
|
$
|
48
|
|
$
|
225
|
|
||||
Foreign currency contracts
|
Other assets (current)
|
$
|
5
|
|
$
|
45
|
|
|
|
|
|
Three-months ended
|
Six-months ended
|
||||||||||
|
|
September 30
|
September 30
|
||||||||||
|
Classification
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in other comprehensive income (effective portion), net of taxes
|
Other comprehensive
income
|
$
|
596
|
|
$
|
(221
|
)
|
$
|
(158
|
)
|
$
|
(888
|
)
|
Amounts reclassified from AOCI into results of operations (effective portion), net of taxes
|
Selling, general &
administrative expenses
|
(386
|
)
|
736
|
|
(363
|
)
|
1,122
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Assets at Fair Value
|
|
|
|
|
||||||||
Defined benefit pension plan assets
(1)
|
$
|
26,707
|
|
$
|
11,308
|
|
$
|
—
|
|
$
|
38,015
|
|
Foreign currency contracts
|
—
|
|
5
|
|
—
|
|
5
|
|
||||
Total Assets at Fair Value
|
$
|
26,707
|
|
$
|
11,313
|
|
$
|
—
|
|
$
|
38,020
|
|
Liabilities at Fair Value
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
$
|
48
|
|
$
|
—
|
|
$
|
48
|
|
|
September 30, 2018
|
|
March 31, 2018
|
|
||
Foreign Currency Translation Adjustment
|
$
|
(887
|
)
|
$
|
3,379
|
|
Derivative Instruments
|
(469
|
)
|
52
|
|
||
Defined Benefit Pension
|
(11,212
|
)
|
(11,423
|
)
|
||
Accumulated other comprehensive income
|
$
|
(12,568
|
)
|
$
|
(7,992
|
)
|
|
Three-months ended
|
Six-months ended
|
||||||||||
|
September 30
|
September 30
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Shares of common stock purchased
|
1,117
|
|
—
|
|
48,761
|
|
44,507
|
|
||||
Aggregate purchase price
|
$
|
2
|
|
$
|
—
|
|
$
|
114
|
|
$
|
393
|
|
Average purchase price
|
$
|
1.46
|
|
$
|
—
|
|
$
|
2.33
|
|
$
|
8.84
|
|
|
Six-months ended
|
|||
|
September 30
|
|||
|
2018
|
|
2017
|
|
Expected life (in years)
|
5.0
|
|
6.1
|
|
Risk-free interest rate
|
2.9
|
%
|
2.1
|
%
|
Annual forfeiture rate
|
6.3
|
%
|
2.7
|
%
|
Expected volatility
|
59.8
|
%
|
45.3
|
%
|
Dividend yield
|
—
|
%
|
3.9
|
%
|
|
Shares (in 000’s)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (Years)
|
Intrinsic Value (000’s)
|
|
||
March 31, 2018
|
1,110
|
|
$
|
19.30
|
|
|
|
||
Granted
|
1,960
|
|
2.80
|
|
|
|
|||
Exercised
|
—
|
|
—
|
|
|
|
|||
Forfeited or cancelled
|
(357
|
)
|
17.78
|
|
|
|
|||
September 30, 2018
|
2,713
|
|
$
|
7.58
|
|
8.0
|
$
|
—
|
|
Exercisable
|
663
|
|
$
|
20.66
|
|
3.3
|
$
|
—
|
|
|
Shares (in 000’s)
|
|
Weighted-Average Grant-Date Fair Value
|
|
|
March 31, 2018
|
402
|
|
$
|
2.89
|
|
Granted
|
1,960
|
|
1.44
|
|
|
Vested
|
(148
|
)
|
3.34
|
|
|
Forfeited
|
(162
|
)
|
1.74
|
|
|
September 30, 2018
|
2,052
|
|
$
|
1.56
|
|
|
Shares (in 000’s)
|
|
Weighted-Average Grant-Date Fair Value
|
|
|
March 31, 2018
|
360
|
|
$
|
9.70
|
|
Granted
|
15
|
|
0.95
|
|
|
Vested
|
(146
|
)
|
11.06
|
|
|
Forfeited
|
(47
|
)
|
9.62
|
|
|
September 30, 2018
|
182
|
|
$
|
7.92
|
|
|
Shares (in 000’s)
|
|
Weighted-Average Grant-Date Fair Value
|
|
|
March 31, 2018
|
327
|
|
$
|
11.14
|
|
Granted
|
—
|
|
—
|
|
|
Vested
|
(46
|
)
|
19.56
|
|
|
Forfeited
|
(37
|
)
|
9.58
|
|
|
September 30, 2018
|
244
|
|
$
|
9.77
|
|
|
Three-months ended
|
Six-months ended
|
||||||||||
|
September 30
|
September 30
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income (loss)
|
$
|
22,895
|
|
$
|
(11,400
|
)
|
$
|
15,573
|
|
$
|
(21,147
|
)
|
Less: Net income (loss) from discontinued operations
|
29,085
|
|
1,048
|
|
30,637
|
|
2,216
|
|
||||
Net income (loss) from continuing operations
|
$
|
(6,190
|
)
|
$
|
(12,448
|
)
|
$
|
(15,064
|
)
|
$
|
(23,363
|
)
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding (basic)
|
15,235
|
|
15,138
|
|
15,175
|
|
15,057
|
|
||||
Effect of dilutive securities from equity awards
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Weighted-average common shares outstanding (diluted)
|
15,235
|
|
15,138
|
|
15,175
|
|
15,057
|
|
||||
|
|
|
|
|
||||||||
Basic earnings (loss) per common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.41
|
)
|
$
|
(0.82
|
)
|
$
|
(0.99
|
)
|
$
|
(1.55
|
)
|
Discontinued operations
|
1.91
|
|
0.07
|
|
2.02
|
|
0.15
|
|
||||
Net earnings (loss) per common share
|
$
|
1.50
|
|
$
|
(0.75
|
)
|
$
|
1.03
|
|
$
|
(1.40
|
)
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.41
|
)
|
$
|
(0.82
|
)
|
$
|
(0.99
|
)
|
$
|
(1.55
|
)
|
Discontinued operations
|
1.91
|
|
0.07
|
|
2.02
|
|
0.15
|
|
||||
Net earnings (loss) per common share
|
$
|
1.50
|
|
$
|
(0.75
|
)
|
$
|
1.03
|
|
$
|
(1.40
|
)
|
|
|
|
|
|
|
North America Products
|
|
North America Services
|
|
International Products
|
|
International Services
|
|
Total
|
|
|||||
2Q19
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
16,845
|
|
$
|
116,280
|
|
$
|
15,991
|
|
$
|
9,542
|
|
$
|
158,658
|
|
Gross profit
|
7,520
|
|
27,379
|
|
6,442
|
|
2,024
|
|
43,365
|
|
|||||
Operating income (loss)
|
(500
|
)
|
(8,025
|
)
|
(694
|
)
|
(205
|
)
|
(9,424
|
)
|
|||||
Depreciation
|
447
|
|
1,310
|
|
140
|
|
86
|
|
1,983
|
|
|||||
Intangibles amortization
|
—
|
|
1,075
|
|
—
|
|
—
|
|
1,075
|
|
|||||
Restructuring expense
|
9
|
|
75
|
|
101
|
|
—
|
|
185
|
|
|||||
Asset impairment loss
|
—
|
|
1,586
|
|
—
|
|
—
|
|
1,586
|
|
|||||
Capital expenditures
|
105
|
|
165
|
|
49
|
|
63
|
|
382
|
|
|||||
Assets (as of September 30)
|
40,207
|
|
209,789
|
|
35,691
|
|
12,077
|
|
297,764
|
|
|||||
|
|
|
|
|
|
||||||||||
2Q18
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
19,858
|
|
$
|
118,834
|
|
$
|
17,390
|
|
$
|
8,383
|
|
$
|
164,465
|
|
Gross profit
|
9,145
|
|
31,365
|
|
6,937
|
|
1,875
|
|
49,322
|
|
|||||
Operating income (loss)
|
1,848
|
|
(8,704
|
)
|
(361
|
)
|
(1,682
|
)
|
(8,899
|
)
|
|||||
Depreciation
|
451
|
|
1,434
|
|
175
|
|
107
|
|
2,167
|
|
|||||
Intangibles amortization
|
—
|
|
1,591
|
|
125
|
|
—
|
|
1,716
|
|
|||||
Restructuring expense
|
(659
|
)
|
697
|
|
(1,073
|
)
|
1,182
|
|
147
|
|
|||||
Asset impairment loss
|
—
|
|
1,426
|
|
—
|
|
—
|
|
1,426
|
|
|||||
Capital expenditures
|
204
|
|
971
|
|
120
|
|
258
|
|
1,553
|
|
|||||
Assets (as of September 30)
|
62,527
|
|
261,777
|
|
43,112
|
|
15,431
|
|
382,847
|
|
|||||
|
|
|
|
|
|
||||||||||
2QYTD19
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
32,645
|
|
$
|
236,743
|
|
$
|
31,743
|
|
$
|
20,021
|
|
$
|
321,152
|
|
Gross profit
|
14,272
|
|
58,491
|
|
13,024
|
|
3,873
|
|
89,660
|
|
|||||
Operating income (loss)
|
(1,768
|
)
|
(12,133
|
)
|
(1,092
|
)
|
(945
|
)
|
(15,938
|
)
|
|||||
Depreciation
|
912
|
|
2,716
|
|
287
|
|
196
|
|
4,111
|
|
|||||
Intangibles amortization
|
—
|
|
2,153
|
|
—
|
|
—
|
|
2,153
|
|
|||||
Restructuring expense
|
9
|
|
223
|
|
125
|
|
26
|
|
383
|
|
|||||
Asset impairment loss
|
—
|
|
1,586
|
|
—
|
|
—
|
|
1,586
|
|
|||||
Capital expenditures
|
251
|
|
328
|
|
105
|
|
85
|
|
769
|
|
|||||
|
|
|
|
|
|
||||||||||
2QYTD18
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
37,121
|
|
$
|
240,565
|
|
$
|
33,015
|
|
$
|
14,509
|
|
$
|
325,210
|
|
Gross profit
|
16,924
|
|
61,279
|
|
13,019
|
|
3,087
|
|
94,309
|
|
|||||
Operating income (loss)
|
374
|
|
(17,956
|
)
|
(4,102
|
)
|
(2,008
|
)
|
(23,692
|
)
|
|||||
Depreciation
|
900
|
|
3,076
|
|
339
|
|
184
|
|
4,499
|
|
|||||
Intangibles amortization
|
—
|
|
3,313
|
|
238
|
|
—
|
|
3,551
|
|
|||||
Restructuring expense
|
647
|
|
1,975
|
|
640
|
|
1,207
|
|
4,469
|
|
|||||
Asset impairment loss
|
—
|
|
1,426
|
|
—
|
|
—
|
|
1,426
|
|
|||||
Capital expenditures
|
333
|
|
1,347
|
|
373
|
|
274
|
|
2,327
|
|
|
Employee
Severance |
|
Facility
Closures |
|
Total
|
|
|||
Balance at March 31, 2018
|
$
|
2,652
|
|
$
|
104
|
|
$
|
2,756
|
|
Restructuring expense
|
394
|
|
(11
|
)
|
383
|
|
|||
Cash expenditures
|
(1,460
|
)
|
(82
|
)
|
(1,543
|
)
|
|||
Balance at September 30, 2018
|
$
|
1,586
|
|
$
|
11
|
|
$
|
1,597
|
|
|
North America Products
|
|
North America Services
|
|
International Products
|
|
International Services
|
|
Total
|
|
|||||
Employee Severance
|
$
|
9
|
|
$
|
234
|
|
$
|
125
|
|
$
|
26
|
|
$
|
394
|
|
Facility Closures
|
—
|
|
(11
|
)
|
—
|
|
—
|
|
(11
|
)
|
|||||
Total
|
$
|
9
|
|
$
|
223
|
|
$
|
125
|
|
$
|
26
|
|
$
|
383
|
|
|
Three-months ended
|
Six-months ended
|
||||||||||
|
September 29 and September 30
|
September 29 and September 30
|
||||||||||
In thousands, except per share amounts
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Revenues
|
$
|
16,898
|
|
$
|
29,699
|
|
$
|
45,203
|
|
$
|
60,598
|
|
Cost of sales *
|
12,564
|
|
22,528
|
|
33,290
|
|
45,811
|
|
||||
Selling, general & administrative expenses
|
3,693
|
|
5,251
|
|
8,803
|
|
10,576
|
|
||||
Asset impairment loss
|
2,975
|
|
—
|
|
2,975
|
|
—
|
|
||||
Intangibles amortization
|
262
|
|
393
|
|
657
|
|
788
|
|
||||
Operating income (loss)
|
(2,596
|
)
|
1,527
|
|
(522
|
)
|
3,423
|
|
||||
Interest expense (income), net
|
(6
|
)
|
(7
|
)
|
(4
|
)
|
(7
|
)
|
||||
Income (loss) before provision for income taxes
|
(2,590
|
)
|
1,534
|
|
(518
|
)
|
3,430
|
|
||||
Provision (benefit) for income taxes
|
(635
|
)
|
486
|
|
(115
|
)
|
1,214
|
|
||||
Income (loss) from continuing operations
|
$
|
(1,955
|
)
|
$
|
1,048
|
|
$
|
(403
|
)
|
$
|
2,216
|
|
|
|
|
|
|
In thousands
|
March 31, 2018
|
|
|
Assets
|
|
||
Accounts receivable, net
|
$
|
15,360
|
|
Inventories, net
|
885
|
|
|
Costs/estimated earnings in excess of billings on uncompleted contracts
|
29,662
|
|
|
Other current assets
|
1,073
|
|
|
Current assets held for sale
|
$
|
46,980
|
|
Property, plant and equipment, net
|
1,087
|
|
|
Intangibles, net
|
11,035
|
|
|
Other non-current assets
|
156
|
|
|
Non-current assets held for sale
|
$
|
12,278
|
|
Liabilities
|
|
||
Accounts payable
|
$
|
15,541
|
|
Accrued compensation and benefits
|
1,436
|
|
|
Deferred revenue
|
293
|
|
|
Billings in excess of costs/estimated earnings on uncompleted contracts
|
2,120
|
|
|
Other current liabilities
|
1,207
|
|
|
Current liabilities held for sale
|
$
|
20,597
|
|
Other liabilities
|
597
|
|
|
Non-current liabilities held for sale
|
$
|
597
|
|
|
|
•
|
A diversified client base:
We have built a diversified client base that ranges from small organizations to many of the world's largest corporations and institutions. Black Box clients participate in many industries, including technology, business services, healthcare, manufacturing, banking and retail, among others. Revenues from our clients are segmented with approximately 60% from large companies (
i.e.
, revenues greater than $1 billion, including federal governments), approximately 20% from medium-sized companies (
i.e.
, revenues between $50 million and $1 billion, including state governments) and approximately 20% from small companies (
i.e.
, revenues less than $50 million, including local governments). We strive to develop extensive and long-term relationships with high-quality clients as we believe that satisfied clients will demand quality services and product offerings even in economic downturns. Also, we believe that our distinctive portfolio of products and services will allow us to leverage the relationships and introduce additional offerings to satisfied clients.
|
•
|
Key relationships with leading technology partners:
We have built long-term relationships with all major communications equipment manufacturers and we are a top partner with the market leaders.
|
•
|
Broad geographic footprint:
We have built a global footprint with offices throughout the world.
|
•
|
Deep organic resources:
We have
2,849
team members world-wide, with the collective experience and certifications to serve our clients with on-site and remote capabilities.
|
•
|
Dedicated sales force:
We have a team of direct sales people world-wide.
|
|
2QYTD19
|
|
2QYTD18
|
|
% Change
|
|
||
Revenues
|
$
|
321,152
|
|
$
|
325,210
|
|
(1.2
|
)%
|
Gross profit margin
|
27.9
|
%
|
29.0
|
%
|
(3.8
|
)%
|
||
Operating income (loss) margin
|
(5.0
|
)%
|
(7.3
|
)%
|
n/m
|
|
||
Diluted earnings (loss) per share from continuing operations
|
$
|
(0.99
|
)
|
$
|
(1.55
|
)
|
n/m
|
|
Net cash provided by (used for) continuing operating activities
|
$
|
(10,281
|
)
|
$
|
(15,938
|
)
|
n/m
|
|
•
|
an
$11,165
decrease
in selling, general and administrative expenses which was primarily the result of $4,766 lower compensation and benefit costs, $4,579 lower costs relating to the implementation of SAP, $4,086 lower restructuring costs, $1,662 lower stock compensation expense, and $1,076 lower foreign exchange expense, all partially offset by a $5,774 increase in financial advisory costs, and
|
•
|
a
$5,134
increase in the benefit for income taxes primarily due to the intraperiod tax allocation of valuation allowances between continuing and discontinued operations. These improvements were partially offset by:
|
•
|
a
$4,649
decrease
in gross profit as a result of a
$2,002
decrease
in Services gross profit due to revenue growth in lower margin International Services combined with declining revenue in higher margin North American Services along with margin compression due to higher costs, and a
$2,647
decrease
in Products gross profit due to declining revenue in both International Products and North American Products, and
|
•
|
a
$3,697
increase
in interest expense resulting from higher interest rates and higher average debt.
|
|
2Q19
|
|
2Q18
|
|
% Change
|
|
|
2QYTD19
|
|
2QYTD18
|
|
% Change
|
|
||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
North America Products
|
$
|
16,845
|
|
$
|
19,858
|
|
(15
|
)%
|
|
$
|
32,645
|
|
$
|
37,121
|
|
(12
|
)%
|
International Products
|
$
|
15,991
|
|
$
|
17,390
|
|
(8
|
)%
|
|
$
|
31,743
|
|
$
|
33,015
|
|
(4
|
)%
|
Products
|
$
|
32,836
|
|
$
|
37,248
|
|
(12
|
)%
|
|
$
|
64,388
|
|
$
|
70,136
|
|
(8
|
)%
|
North America Services
|
$
|
116,280
|
|
$
|
118,834
|
|
(2
|
)%
|
|
$
|
236,743
|
|
$
|
240,565
|
|
(2
|
)%
|
International Services
|
$
|
9,542
|
|
$
|
8,383
|
|
14
|
%
|
|
$
|
20,021
|
|
$
|
14,509
|
|
38
|
%
|
Services
|
$
|
125,822
|
|
$
|
127,217
|
|
(1
|
)%
|
|
$
|
256,764
|
|
$
|
255,074
|
|
1
|
%
|
Total Revenues
|
$
|
158,658
|
|
$
|
164,465
|
|
(4
|
)%
|
|
$
|
321,152
|
|
$
|
325,210
|
|
(1
|
)%
|
Gross Profit
|
|
|
|
|
|
|
|
||||||||||
North America Products
|
$
|
7,520
|
|
$
|
9,145
|
|
(18
|
)%
|
|
$
|
14,272
|
|
$
|
16,924
|
|
(16
|
)%
|
% of Revenues
|
44.6
|
%
|
46.1
|
%
|
(3
|
)%
|
|
43.7
|
%
|
45.6
|
%
|
(4
|
)%
|
||||
International Products
|
$
|
6,442
|
|
$
|
6,937
|
|
(7
|
)%
|
|
$
|
13,024
|
|
$
|
13,019
|
|
—
|
%
|
% of Revenues
|
40.3
|
%
|
39.9
|
%
|
1
|
%
|
|
41.0
|
%
|
39.4
|
%
|
4
|
%
|
||||
Products
|
$
|
13,962
|
|
$
|
16,082
|
|
(13
|
)%
|
|
$
|
27,296
|
|
$
|
29,943
|
|
(9
|
)%
|
% of Revenues
|
42.5
|
%
|
43.2
|
%
|
(2
|
)%
|
|
42.4
|
%
|
42.7
|
%
|
(1
|
)%
|
||||
North America Services
|
$
|
27,379
|
|
$
|
31,365
|
|
(13
|
)%
|
|
$
|
58,491
|
|
$
|
61,279
|
|
(5
|
)%
|
% of Revenues
|
23.5
|
%
|
26.4
|
%
|
(11
|
)%
|
|
24.7
|
%
|
25.5
|
%
|
(3
|
)%
|
||||
International Services
|
$
|
2,024
|
|
$
|
1,875
|
|
8
|
%
|
|
$
|
3,873
|
|
$
|
3,087
|
|
25
|
%
|
% of Revenues
|
21.2
|
%
|
22.4
|
%
|
(5
|
)%
|
|
19.3
|
%
|
21.3
|
%
|
(9
|
)%
|
||||
Services
|
$
|
29,403
|
|
$
|
33,240
|
|
(12
|
)%
|
|
$
|
62,364
|
|
$
|
64,366
|
|
(3
|
)%
|
% of Revenues
|
23.4
|
%
|
26.1
|
%
|
(10
|
)%
|
|
24.3
|
%
|
25.2
|
%
|
(4
|
)%
|
||||
Total Gross Profit
|
$
|
43,365
|
|
$
|
49,322
|
|
(12
|
)%
|
|
$
|
89,660
|
|
$
|
94,309
|
|
(5
|
)%
|
% of Revenues
|
27.3
|
%
|
30.0
|
%
|
(9
|
)%
|
|
27.9
|
%
|
29.0
|
%
|
(4
|
)%
|
||||
Operating Income (Loss)
|
|
|
|
|
|
|
|
||||||||||
North America Products
|
$
|
(500
|
)
|
$
|
1,848
|
|
n/m
|
|
|
$
|
(1,768
|
)
|
$
|
374
|
|
n/m
|
|
% of Revenues
|
(3.0
|
)%
|
9.3
|
%
|
n/m
|
|
|
(5.4
|
)%
|
1.0
|
%
|
n/m
|
|
||||
International Products
|
$
|
(694
|
)
|
$
|
(361
|
)
|
n/m
|
|
|
$
|
(1,092
|
)
|
$
|
(4,102
|
)
|
n/m
|
|
% of Revenues
|
(4.3
|
)%
|
(2.1
|
)%
|
n/m
|
|
|
(3.4
|
)%
|
(12.4
|
)%
|
n/m
|
|
||||
Products
|
$
|
(1,194
|
)
|
$
|
1,487
|
|
n/m
|
|
|
$
|
(2,860
|
)
|
$
|
(3,728
|
)
|
n/m
|
|
% of Revenues
|
(3.6
|
)%
|
4.0
|
%
|
n/m
|
|
|
(4.4
|
)%
|
(5.3
|
)%
|
n/m
|
|
||||
North America Services
|
$
|
(8,025
|
)
|
$
|
(8,704
|
)
|
n/m
|
|
|
$
|
(12,133
|
)
|
$
|
(17,956
|
)
|
n/m
|
|
% of Revenues
|
(6.9
|
)%
|
(7.3
|
)%
|
n/m
|
|
|
(5.1
|
)%
|
(7.5
|
)%
|
n/m
|
|
||||
International Services
|
$
|
(205
|
)
|
$
|
(1,682
|
)
|
n/m
|
|
|
$
|
(945
|
)
|
$
|
(2,008
|
)
|
n/m
|
|
% of Revenues
|
(2.1
|
)%
|
(20.1
|
)%
|
n/m
|
|
|
(4.7
|
)%
|
(13.8
|
)%
|
n/m
|
|
||||
Services
|
$
|
(8,230
|
)
|
$
|
(10,386
|
)
|
n/m
|
|
|
$
|
(13,078
|
)
|
$
|
(19,964
|
)
|
n/m
|
|
% of Revenues
|
(6.5
|
)%
|
(8.2
|
)%
|
n/m
|
|
|
(5.1
|
)%
|
(7.8
|
)%
|
n/m
|
|
||||
Total Operating Income (Loss)
|
$
|
(9,424
|
)
|
$
|
(8,899
|
)
|
n/m
|
|
|
$
|
(15,938
|
)
|
$
|
(23,692
|
)
|
n/m
|
|
% of Revenues
|
(5.9
|
)%
|
(5.4
|
)%
|
n/m
|
|
|
(5.0
|
)%
|
(7.3
|
)%
|
n/m
|
|
|
2QYTD19
|
|
2QYTD18
|
|
||
Net cash provided by (used for) continuing operating activities
|
$
|
(10,281
|
)
|
$
|
(15,938
|
)
|
Net cash provided by (used for) continuing investing activities
|
$
|
(642
|
)
|
$
|
(2,266
|
)
|
Net cash provided by (used for) continuing financing activities
|
$
|
(64,545
|
)
|
$
|
33,804
|
|
•
|
our management having spent a significant amount of their time on and directed a significant portion of their efforts toward the Merger Agreement and the Offer, which time and efforts otherwise would have been spent on our business and other opportunities that could have been beneficial to the Company;
|
•
|
costs relating to the Merger Agreement and the Offer, such as legal, financial, and accounting fees, much of which must be paid regardless of whether the Offer and the Merger are completed;
|
•
|
uncertainties relating to the Offer and the Merger may adversely affect the Company’s relationships with our employees, suppliers, customers, and other key constituencies; and
|
•
|
restrictions under the Merger Agreement that require the Company to operate its business in the ordinary course of business consistent with past practice pending consummation of the Merger and require the Company to obtain Parent’s prior
|
•
|
the market price of the Company’s common stock would likely decrease since the current market price may reflect a market assumption that the Offer and the Merger will be consummated;
|
•
|
in certain circumstances, we may be required to pay Parent a reverse termination fee or expense reimbursement, which could adversely affect the Company’s liquidity;
|
•
|
we may experience difficulties in attracting customers, securing surety bonds or obtaining financing due to changed perceptions about the Company’s competitive position, management, liquidity or other aspects of the Company’s business;
|
•
|
we may be unable to find a partner willing to engage in a similar transaction on terms as favorable as those set forth in our agreements with the Parent Entities;
|
•
|
we may lack sufficient liquidity to continue operations for a period of time that is adequate to find a partner to engage in a similar transaction;
|
•
|
we would not benefit from the anticipated benefits of the Offer and the Merger; and
|
•
|
failure to complete the contemplated transactions may substantially limit our ability to operate the business on an ongoing basis.
|
Exhibit Number
|
Description
|
Second Amendment dated as of June 29, 2018 by and among Black Box Corporation, the Guarantors, the Lenders and the Agent.
(1)
|
|
Subsidiaries of the Registrant
(2)
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(2)
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(2)
|
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(2)
|
|
101
|
Interactive Data File
|
|
|
(1)
|
Filed as an exhibit to the Current Report on Form 8-K of the Company, file number 0-18706, filed with the SEC on July 2, 2018, and incorporated herein by reference.
|
(2)
|
Filed herewith.
|
1 Year Black Box Corp. Chart |
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