Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies

Commitments and Contingencies

12 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies:

Obligations

The Company leases an 179,000 square foot corporate facility in Aurora, Illinois. This location houses corporate administration, sales, marketing and the CSG segment product distribution, engineering and manufacturing pursuant to a lease that originated in 1997 and runs through September, 2017. The rental payments are currently $2.0 million a year and increase 2% every other year. In accordance with FASB Technical Bulletin 88-1, Issues Related to Accounting of Leases, as codified in ASC topic 840, Leases (ASC 840), the Company recorded a long-term deferred lease liability of $286,000 and $417,000 presented in other long-term liabilities and a short-term deferred lease liability of $155,000 and $134,000 presented in accrued expenses on the Consolidated Balance Sheets as of March 31, 2015, and 2014, respectively, to account for the straight-line impact on the rental payments. The CSG segment leases an engineering office, approximately 2,500 square feet located in Regina, Canada. The CSG segment also leases a 9,465 square foot engineering and service center in Dublin, Ohio, which runs through 2019. The IBW segment leases a 16,932 square foot manufacturing and distribution center and a 19,525 square foot office in Manchester, New Hampshire. The IBW segment leases runs through 2018. The leases require the Company to pay utilities, insurance and real estate taxes on the facilities. Total rent expense for all facilities was $3.1 million, $2.8 million and $2.3 million for fiscal years 2015, 2014 and 2013, respectively. In fiscal years 2015, 2014 and 2013, rent expense was offset by $0.1 million, $0.1 million and $0.1 million of sublease income, respectively.

Purchase obligations consist of inventory that arises in the normal course of business operations. Future obligations and commitments as of March 31, 2015 consisted of the following:



	Payments due by fiscal year
(in thousands)	2016		2017		2018		2019		2020		Thereafter		Total
Purchase obligations ⁽¹⁾	$	9,030	$	—	$	—	$	—	$	—	$	—	$	9,030
Future minimum lease payments for operating leases	2,638		2,635		1,023		189		58		—		6,543
Contingent consideration	1,184		400		—		—		—		—		1,584
Future obligations and commitments	$	12,852	$	3,035	$	1,023	$	189	$	58	$	—	$	17,157

(1) For the year ended March 31, 2015, the Company recorded a net loss on firm purchase commitments of $590,000.

Litigation and Contingency Reserves

The Company and its subsidiaries are involved in various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that may be incorporated in the Company’s products, which are being handled and defended in the ordinary course of business. These matters are in various stages of investigation and litigation, and they are being vigorously defended. Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations, litigation is inherently unpredictable. Therefore, judgments could be rendered, or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and it records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of March 31, 2015, and March 31, 2014, the Company has not recorded any contingent liability attributable to existing litigation.

As of March 31, 2015, and March 31, 2014, the Company had total contingency reserves of $0.4 million and $0.7 million, respectively, related to the discontinued operations of ConferencePlus. The contingency reserves are classified as accrued expenses on the Consolidated Balance Sheets. In fiscal year 2015, $0.2 million of the reserve was reversed and is presented in Income from Discontinued Operations. In fiscal year 2014, the Company paid $1.1 million relating to an indemnification claim. See Note 1, Basis of Presentation.

In fiscal year 2013, the Company resolved, through arbitration, a dispute with NETGEAR regarding an interpretation of the sales agreement covering the CNS asset sale at a cost of $0.9 million. As of March 31, 2012, the Company had a $0.4 million contingency reserve for this claim and recorded an additional expense of $0.5 million during fiscal year 2013. All amounts have been paid as of March 31, 2013.

Additionally, the Company has contingent cash consideration payable related to the ANTONE acquisition. The ANTONE contingent consideration becomes payable based upon the profitability of the acquired products for post-closing periods through June 30, 2016, and is offset by working capital adjustments and certain indemnification claims. The maximum earn-out that could be paid before offsets is $3.5 million. As of March 31, 2015 and March 31, 2014, the fair value of the contingent consideration liability, after an offset for a working capital adjustment and an indemnification claim for warranty obligations, is $1.6 million and $2.6 million, respectively. In fiscal 2015, the Company made contingent consideration payments of $1.1 million. See Note 2, Note 7 and Note 13.