Black Box Corporation
BLACK BOX CORP (Form: 10-Q, Received: 08/10/2011 16:16:29)
Table of Contents                                             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
R
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2011
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 0-18706
Black Box Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
95-3086563
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
1000 Park Drive, Lawrence, Pennsylvania
 
15055
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: 724-746-5500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  R  Yes  o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  R  Yes  o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  o
Accelerated filer  R
Non-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o  Yes  R  No
As of August 5, 2011 , there were 18,041,526 shares of common stock, par value $.001 (the "common stock"), outstanding.

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BLACK BOX CORPORATION
FOR THE QUARTER ENDED JULY 2, 2011
INDEX

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Risk Factors
 
 
 
 
 
 
 
 
 



                          2

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS

 
(Unaudited)

 
In thousands, except par value
July 2, 2011

March 31, 2011*

Assets
 
 
Cash and cash equivalents
$
32,191

$
31,212

Accounts receivable, net of allowance for doubtful accounts of $6,830 and $7,121
149,714

156,682

Inventories, net
58,758

52,014

Costs/estimated earnings in excess of billings on uncompleted contracts
107,036

103,853

Other assets
29,221

27,483

Total current assets
376,920

371,244

Property, plant and equipment, net
24,077

23,427

Goodwill
655,375

650,024

Intangibles, net
117,080

120,133

Other assets
5,460

7,155

Total assets
$
1,178,912

$
1,171,983

Liabilities
 
 
Accounts payable
$
82,299

$
71,463

Accrued compensation and benefits
24,186

35,329

Deferred revenue
34,022

36,043

Billings in excess of costs/estimated earnings on uncompleted contracts
19,311

17,462

Income taxes
11,205

11,957

Other liabilities
32,287

34,395

Total current liabilities
203,310

206,649

Long-term debt
173,040

181,127

Other liabilities
22,948

17,948

Total liabilities
$
399,298

$
405,724

Stockholders’ equity
 
 
Preferred stock authorized 5,000, par value $1.00, none issued
$

$

Common stock authorized 100,000, par value $.001, 18,042 and 17,918 shares outstanding, 25,730 and 25,561 issued
26

26

Additional paid-in capital
473,671

470,367

Retained earnings
608,284

599,923

Accumulated other comprehensive income
22,734

19,523

Treasury stock, at cost 7,688 and 7,643 shares
(325,101
)
(323,580
)
Total stockholders’ equity
$
779,614

$
766,259

Total liabilities and stockholders’ equity
$
1,178,912

$
1,171,983

 
 
 
* Derived from audited financial statements



See Notes to the Consolidated Financial Statements

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BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

 
Three (3) months ended
 
July 2 and 3
In thousands, except per share amounts
2011

2010

Revenues
 
 
Products
$
47,719

$
46,049

On-Site services
220,707

217,547

Total
268,426

263,596

Cost of sales *
 
 
Products
26,267

24,818

On-Site services
155,578

149,164

Total
181,845

173,982

Gross profit
86,581

89,614

Selling, general & administrative expenses
66,644

63,620

Intangibles amortization
3,059

3,102

Operating income
16,878

22,892

Interest expense (income), net
1,065

1,690

Other expenses (income), net
292

1

Income before provision for income taxes
15,521

21,201

Provision for income taxes
5,898

8,057

Net income
$
9,623

$
13,144

Earnings per common share
 
 
Basic
$
0.54

$
0.75

Diluted
$
0.53

$
0.75

Weighted-average common shares outstanding
 
 
Basic
17,975

17,564

Diluted
18,145

17,597

Dividends per share
$
0.07

$
0.06

* Exclusive of depreciation and intangibles amortization.










See Notes to the Consolidated Financial Statements

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BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three (3) months ended
 
July 2 and 3
In thousands
2011

2010

Operating Activities
 
 
Net income
$
9,623

$
13,144

Adjustments to reconcile net income to net cash provided by (used for) operating activities
 
 
Intangibles amortization and depreciation
4,479

4,686

Loss (gain) on sale of property
(17
)
(17
)
Deferred taxes
2,701

2,263

Stock compensation expense
3,372

3,002

Change in fair value of interest-rate swaps
(912
)
(532
)
Changes in operating assets and liabilities (net of acquisitions)
 
 
Accounts receivable, net
7,513

(6,774
)
Inventories, net
(6,582
)
(2,103
)
Costs/estimated earnings in excess of billings on uncompleted contracts
(3,146
)
(14,111
)
All other assets
(621
)
(2,668
)
Billings in excess of costs/estimated earnings on uncompleted contracts
1,842

4,372

All other liabilities
(4,650
)
(14
)
Net cash provided by (used for) operating activities
$
13,602

$
1,248

Investing Activities
 
 
Capital expenditures
(2,036
)
(940
)
Capital disposals
18

44

Acquisition of businesses (payments)/recoveries


Prior merger-related (payments)/recoveries
(334
)
(1,683
)
Net cash provided by (used for) investing activities
$
(2,352
)
$
(2,579
)
Financing Activities
 
 
Proceeds from borrowings
$
52,429

$
48,465

Repayment of borrowings
(60,588
)
(49,367
)
Deferred financing costs


Purchase of treasury stock
(1,521
)
(482
)
Proceeds from the exercise of stock options

78

Payment of dividends
(1,075
)
(1,053
)
Net cash provided by (used for) financing activities
(10,755
)
(2,359
)
Foreign currency exchange impact on cash
$
484

$
(240
)
Increase / (decrease) in cash and cash equivalents
$
979

$
(3,930
)
Cash and cash equivalents at beginning of period
$
31,212

$
20,885

Cash and cash equivalents at end of period
$
32,191

$
16,955

Supplemental Cash Flow
 
 
Cash paid for interest
$
1,945

$
2,236

Cash paid for income taxes
4,129

4,621

Non-cash financing activities
 
 
Dividends payable
1,262

1,056

Capital leases

56



See Notes to the Consolidated Financial Statements

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Table of Contents                                             

BLACK BOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1: Business and Basis of Presentation

Business
Black Box Corporation ("Black Box" or the "Company") is a leading communications system integrator dedicated to designing, sourcing, implementing and maintaining today's complete communications solutions. The Company's primary service offering is voice communications solutions ("Voice Communications"); the Company also offers premise cabling and other data-related services ("Data Infrastructure") and technology product solutions (“Technology Products”). The Company provides 24/7/365 technical support for all its solutions, which encompass all major voice and data product manufacturers as well as an extensive range of technology products that it sells through its catalog and Internet Web site and its Voice Communications and Data Infrastructure (collectively referred to as "On-Site services") offices. As of July 2, 2011 , the Company had more than 3,000 professional technical experts in 196 offices serving more than 175,000 clients in 141 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Black Box have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Company believes that these consolidated financial statements reflect all normal, recurring adjustments needed to present fairly the Company’s results for the interim periods presented. The results as of and for interim periods may not be indicative of the results of operations for any other interim period or for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") for the fiscal year ended March 31, 2011 (the "Form 10-K").

The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and end on the Saturday generally nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented in these Notes to the Consolidated Financial Statements as of June 30, 2011 and 2010 were July 2, 2011 and July 3, 2010 . References herein to "Fiscal Year" or "Fiscal" mean the Company’s fiscal year ended March 31 for the year referenced. All references to dollar amounts herein are presented in thousands, except per share amounts, unless otherwise noted.

The consolidated financial statements include the accounts of the parent company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items in the consolidated financial statements of prior years have been reclassified to conform to the current year's presentation.

The preparation of financial statements in conformity with GAAP requires Company management ("Management") to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include project progress towards completion to estimated budget, allowances for doubtful accounts receivable, sales returns, net realizable value of inventories, loss contingencies, warranty reserves, intangible assets and goodwill. Actual results could differ from those estimates. Management believes the estimates made are reasonable.


Note 2: Significant Accounting Policies / Recent Accounting Pronouncements

Significant Accounting Policies
The significant accounting policies used in the preparation of the Company’s consolidated financial statements are disclosed in Note 2 of the Notes to the Consolidated Financial Statements within the Form 10-K. No additional significant accounting policies have been adopted during Fiscal 2012 .

Recent Accounting Pronouncements
There have been no accounting pronouncements adopted during Fiscal 2012 that had a material impact on the Company's consolidated financial statements. There have been no new accounting pronouncements issued but not yet adopted that are expected to have a material impact on the Company's consolidated financial statements.


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Note 3: Inventories

The Company’s Inventories consist of the following:
 
June 30, 2011

March 31, 2011

Raw materials
$
1,343

$
1,294

Finished goods
77,488

70,579

Inventory, gross
78,831

71,873

Excess and obsolete inventory reserves
(20,073
)
(19,859
)
Inventory, net
$
58,758

$
52,014



Note 4: Goodwill

The following table summarizes changes to Goodwill at the Company’s reportable segments for the periods presented:
 
North America

Europe

All Other

Total

Balance at March 31, 2011
$
574,964

$
72,752

$
2,308

$
650,024

Currency translation
(2
)
1,474

43

1,515

Current period acquisitions ( see  Note 9)




Prior period acquisitions ( see  Note 9)
3,836



3,836

Balance at June 30, 2011
$
578,798

$
74,226

$
2,351

$
655,375


At and since October 2, 2010 (the date of the Company's most recent annual goodwill impairment assessment), the Company's stock market capitalization has been lower than its net book value. However, each of the Company's reporting segments continues to operate profitably and generate significant cash flow from operations, and the Company expects that each will continue to do so throughout the remainder of Fiscal 2012 and beyond. In addition, the Company believes that a reasonable potential buyer would offer a control premium for the business that would adequately cover the difference between the recent stock trading prices and the net book value.


Note 5: Intangible Assets

The following table summarizes the gross carrying amount, accumulated amortization and net carrying amount by intangible asset class for the periods presented:
 
June 30, 2011
March 31, 2011
 
Gross Carrying Amount

Accum. Amort.

Net Carrying Amount

Gross Carrying Amount

Accum. Amort.

Net Carrying Amount

Definite-lived
 
 
 
 
 
 
Non-compete agreements
$
10,690

$
9,553

$
1,137

$
10,660

$
9,332

$
1,328

Customer relationships
126,367

38,163

88,204

126,367

35,301

91,066

Acquired backlog
17,349

17,349


17,349

17,349


Total
$
154,406

$
65,065

$
89,341

$
154,376

$
61,982

$
92,394

Indefinite-lived
 
 
 
 
 
 
Trademarks
35,992

8,253

27,739

35,992

8,253

27,739

Total
$
190,398

$
73,318

$
117,080

$
190,368

$
70,235

$
120,133


The Company’s indefinite-lived intangible assets consist solely of the Company’s trademark portfolio. The Company’s definite-lived intangible assets are comprised of employee non-compete agreements, customer relationships and backlog obtained through business acquisitions.



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The following table summarizes the changes to the net carrying amounts of intangible assets for the periods presented:
 
Trademarks

Non-Competes and Backlog

Customer Relationships

Total

Balance at March 31, 2011
$
27,739

$
1,328

$
91,066

$
120,133

Amortization expense

(197
)
(2,862
)
(3,059
)
Currency translation

6


6

Current period acquisitions ( see  Note 9)




Balance at June 30, 2011
$
27,739

$
1,137

$
88,204

$
117,080


Intangibles amortization was $3,059 and $3,102 for the three (3) months ended June 30, 2011 and 2010 , respectively.

The following table details the estimated intangibles amortization expense for the remainder of Fiscal 2012 , each of the succeeding four (4) fiscal years and the periods thereafter. These estimates are based on the carrying amounts of intangible assets as of June 30, 2011 that are provisional measurements of fair value and are subject to change pending the outcome of purchase accounting related to certain acquisitions:
Fiscal
 
2012
$
9,080

2013
11,151

2014
9,966

2015
8,828

2016
8,557

Thereafter
41,759

Total
$
89,341



Note 6: Indebtedness

The Company’s Long-term debt consists of the following:
 
June 30, 2011

March 31, 2011

Revolving credit agreement
$
172,701

$
180,646

Other
999

1,213

Total debt
$
173,700

$
181,859

Less: current portion (included in Other liabilities)
(660
)
(732
)
Long-term debt
$
173,040

$
181,127


Revolving Credit Agreement
On January 30, 2008, the Company entered into a Third Amended and Restated Credit Agreement dated as of January 30, 2008 with Citizens Bank of Pennsylvania, as agent, and a group of lenders and, on October 8, 2010, the Company entered into the First Amendment to Credit Agreement primarily to permit the Company to make certain joint venture investments (as amended, the "Credit Agreement"). The Credit Agreement expires on January 30, 2013. Borrowings under the Credit Agreement are permitted up to a maximum amount of $350,000, which includes up to $20,000 of swing-line loans and $25,000 of letters of credit. The Credit Agreement may be increased by the Company up to an additional $100,000 with the approval of the lenders and may be unilaterally and permanently reduced by the Company to not less than the then outstanding amount of all borrowings. Interest on outstanding indebtedness under the Credit Agreement accrues, at the Company’s option, at a rate based on either: (a) the greater of (i) the prime rate per annum of the agent then in effect and (ii) 0.50% plus the rate per annum announced by the Federal Reserve Bank of New York as being the weighted-average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day or (b) a rate per annum equal to the LIBOR rate plus 0.50% to 1.125% (determined by a leverage ratio based on the Company’s consolidated Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA")). The Credit Agreement requires the Company to maintain compliance with certain non-financial and financial covenants such as leverage and fixed-charge coverage ratios. As of June 30, 2011 , the Company was in compliance with all financial covenants under the Credit Agreement.

The maximum amount of debt outstanding under the Credit Agreement, the weighted-average balance outstanding under the Credit

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Agreement and the weighted-average interest rate on all outstanding debt for the three (3) months ended June 30, 2011 was $192,795 , $179,824 and 1.1% , respectively, compared to $233,660 , $219,773 and 1.3% , respectively, for the three (3) months ended June 30, 2010 .

Other
Other debt is comprised of capital lease obligations primarily for equipment and other third-party, non-employee loans.

Unused available borrowings
As of June 30, 2011 , the Company had $4,549 outstanding in letters of credit and $172,750 in unused commitments under the Credit Agreement.


Note 7: Derivative Instruments and Hedging Activities

The Company is exposed to certain market risks, including the effect of changes in foreign currency exchange rates and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business. It does not hold or issue derivatives for speculative trading purposes. The Company is exposed to non-performance risk from the counterparties in its derivative instruments. This risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher and all counterparties are monitored on a continuous basis. The fair value of the Company’s derivatives reflects this credit risk.

Foreign currency contracts
The Company enters into foreign currency contracts to hedge exposure to variability in expected fluctuations in foreign currencies. Foreign currency assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the year-end date. Adjustments resulting from these translations are recorded in Accumulated Other Comprehensive Income ("AOCI") within the Company’s Consolidated Balance Sheets and will be included in income upon sale or liquidation of the foreign investment. As of June 30, 2011 , the Company had open contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, British pounds sterling, Swedish krona, Swiss francs and Japanese yen which have been designated as cash flow hedges. These contracts had a notional amount of $43,407 and will expire within twelve (12) months. There was no hedge ineffectiveness during Fiscal 2012 or Fiscal 2011 .

Interest-rate Swaps
On July 26, 2006, the Company entered into a five-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 5.44% fixed rate and has a notional value of $100,000 (which reduced to $50,000 as of June 26, 2009). On June 15, 2009, the Company entered into a three-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 2.28% fixed rate and has a notional value of $100,000 reducing to $50,000 after two (2) years. On May 19, 2011, the Company entered into a one-year floating-to-fixed interest-rate swap with an effective start date of July 26, 2011 that is based on a 3-month LIBOR rate versus a 0.58% fixed rate and has a notional value of $75,000. Each interest-rate swap discussed above does not qualify for hedge accounting and is, together with the other interest-rate swaps discussed above, collectively hereinafter referred to as the "interest-rate swaps."

The following tables detail the effect of derivative instruments on the Company’s Consolidated Balance Sheets and Consolidated Statements of Income for the periods presented:
 
 
Asset Derivatives
Liability Derivatives
 
Classification
June 30,
2011

March 31,
2011

June 30,
2011

March 31,
2011

Derivatives designated as hedging instruments
 

 

 

 

Foreign currency contracts
Other liabilities (current)
$

$

$
308

$
278

Foreign currency contracts
Other assets (current)
$
1,028

$
1,919

$

$

Derivatives not designated as hedging instruments
 

 

 

 

Interest-rate swaps
Other liabilities (current)
$

$

$
1,391

$
2,303


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Three (3) months ended
 
 
June 30
 
Classification
2011

2010

Derivatives designated as hedging instruments
 
 

 

Gain (loss) recognized in Comprehensive income on (effective portion) – net of taxes
Other comprehensive income
$
(159
)
$
(345
)
(Gain) loss reclassified from AOCI into income (effective portion) – net of taxes
Selling, general &
administrative expenses
$
187

$
128

Derivatives not designated as hedging instruments
 
 
 
Gain (loss) recognized in income
Interest expense (income), net
$
912

$
532



Note 8: Fair Value Disclosures

Recurring fair value measurements
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 , and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
 
Assets at Fair Value as of
 
June 30, 2011
 
Level 1

Level 2

Level 3

Total

Foreign currency contracts
$

$
1,028

$

$
1,028

 
Liabilities at Fair Value as of
 
June 30, 2011
 
Level 1

Level 2

Level 3

Total

Foreign currency contracts
$

$
308

$

$
308

Interest-rate swaps

1,391


1,391

Total
$

$
1,699

$

$
1,699



Note 9: Acquisitions

Fiscal 2012
There were no acquisitions during the first quarter of Fiscal 2012.

Fiscal 2011
During the third quarter of Fiscal 2011, the Company acquired LOGOS Communications Systems, Inc. ("Logos"), a privately-held company headquartered in Westlake, OH. Logos has an active client base which includes commercial, education and various local government agency accounts.

Also during the third quarter of Fiscal 2011, the Company acquired a non-controlling interest in Genesis Networks Integration Services, LLC, a new joint venture company which was formed in conjunction with Genesis Networks Enterprises, LLC ("Genesis"). This new joint venture company, based on Genesis’ existing Networks Integration Services Division, strengthens and enhances Genesis’ ability to deliver and support voice and data communications solutions to its enterprise clients.

The acquisition of Logos and the non-controlling interest in Genesis Networks Integration Services, LLC did not have a material impact on the Company’s consolidated financial statements.

The fair values of assets acquired and liabilities assumed for Logos are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but additional information not yet available is necessary to finalize those fair values. Thus, the provisional measurements of fair value are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one-year from the acquisition date.

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The results of operations of Logos are included within the Company’s Consolidated Statements of Income beginning on the acquisition date.


Note 10: Income Taxes

The Company recorded income tax expense of $5,898 , an effective tax rate of 38.0% , and $8,057 , an effective tax rate of 38.0% , for the three (3) months ended June 30, 2011 and 2010 , respectively. The effective rate for the three (3) months ended June 30, 2011 of 38.0% differs from the federal statutory rate primarily due to state income taxes and the write-off of certain deferred tax assets related to equity awards partially offset by the reduction of uncertain income tax positions (including interest and penalties) and foreign earnings taxed at a lower statutory rate.

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined.

During Fiscal 2012 and Fiscal 2011, the Internal Revenue Service ("IRS") commenced an examination of the Company's U.S. federal income tax returns for Fiscal 2010, Fiscal 2009 and Fiscal 2008. In connection with these normal recurring audits, the IRS has requested certain documentation. The Company has produced various documents requested by the IRS and is currently in the process of responding to additional documentation requests.

Fiscal 2007 through Fiscal 2010 remain open to examination by state and foreign taxing jurisdictions.


Note 11: Stock-based Compensation

In August 2008, the Company’s stockholders approved the 2008 Long-Term Incentive Plan (the "Incentive Plan") which replaces the 1992 Stock Option Plan, as amended, and the 1992 Director Stock Option Plan, as amended. As of June 30, 2011 , the Incentive Plan is authorized to issue stock options, restricted stock units and performance shares, among other types of awards, for up to 2,587,981 shares of common stock, par value $.001 per share (the "common stock").

The Company recognized stock-based compensation expense of $3,372 and $3,002 for the three (3) months ended June 30, 2011 and 2010 , respectively. The Company recognized total income tax benefit for stock-based compensation arrangements of $1,237 and $1,098 for the three (3) months ended June 30, 2011 and 2010 , respectively. Stock-based compensation expense is recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Income.

Stock options
Stock option awards are granted with an exercise price equal to the closing market price of the common stock on the date of grant; such stock options generally become exercisable in equal amounts over a three-year period and have a contractual life of ten (10) years from the grant date. The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model which includes the following weighted-average assumptions.
 
Three (3) months ended
 
June 30
 
2011

2010

Expected life (in years)
4.8

4.9

Risk free interest rate
1.7
%
2.3
%
Annual forfeiture rate
2.1
%
2.1
%
Volatility
45.3
%
41.4
%
Dividend yield
0.7
%
0.8
%


                          11

Table of Contents                                             

The following table summarizes the Company’s stock option activity for the period presented and as of June 30, 2011 :
 
Shares (in 000’s)

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Life (Years)

Intrinsic Value (000’s)

Outstanding at March 31, 2011
2,901

$
35.65

 
 
Granted
180

32.39

 
 
Exercised


 
 
Forfeited or expired
(2
)
44.46

 
 
Outstanding at June 30, 2011
3,079

$
35.45

5.1

$
2,184

Exerciseable at June 30, 2011
2,685

$
35.90

4.5

$
2,184


The weighted-average grant-date fair value of options granted during the three (3) months ended June 30, 2011 and 2010 was $12.42 and $11.69 , respectively. The total intrinsic value of options exercised during the three (3) months ended June 30, 2011 and 2010 was $0 and $4 , respectively. The aggregate intrinsic value in the preceding table is based on the closing stock price of the common stock on July 1, 2011 of $31.76 .

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

Weighted-Average Grant-Date Fair Value

Non-vested at March 31, 2011
690

$
10.32

Granted
180

12.42

Forfeited


Vested
(476
)
9.61

Non-vested at June 30, 2011
394

$
12.14


As of June 30, 2011 , there was $4,287 of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options which is expected to be recognized over a weighted-average period of 2.2  years.


Restricted stock units
Restricted stock unit awards are subject to a service condition and generally vest in equal amounts over a three-year period from the grant date. The fair value of restricted stock units is determined based on the number of restricted stock units granted and the closing market price of the common stock on the date of grant.

The following table summarizes the Company’s restricted stock unit activity for the period presented:
 
Shares (in 000’s)

Weighted-Average Grant-Date Fair Value

Outstanding at March 31, 2011
248

$
29.97

Granted
163

32.39

Vested
(117
)
30.19

Forfeited


Outstanding at June 30, 2011
294

$
31.22


The total fair value of shares that vested during the three (3)  months ended June 30, 2011 and 2010 was $3,553 and $1,985 , respectively.

As of June 30, 2011 , there was $8,218 of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a weighted-average period of 2.2 years.


                          12

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Performance share awards
Performance share awards are subject to certain performance goals including the Company’s Relative Total Shareholder Return ("TSR") Ranking and cumulative Adjusted EBITDA over a three (3) year period. The Company’s Relative TSR Ranking metric is based on the three (3) year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The fair value of performance share awards (subject to cumulative Adjusted EBITDA) is determined based on the number of performance shares granted and the closing market price of the common stock on the date of grant. The fair value of performance share awards (subject to the Company’s Relative TSR Ranking) is estimated on the grant date using the Monte-Carlo simulation which includes the following weighted-average assumptions.
 
Three (3) months ended
 
June 30
 
2011

2010

Expected Volatility
50.8
%
52.3
%
Risk free interest rate
0.9
%
1.4
%
Dividend yield
0.7
%
0.8
%

The following table summarizes the Company’s performance share award activity for the period presented:
 
Shares (in 000’s)

Weighted-Average Grant-Date Fair Value

Outstanding at March 31, 2011
179

$
33.13

Granted
110

34.15

Vested
(52
)
30.87

Forfeited
(50
)
35.23

Outstanding at June 30, 2011
187

$
33.77


The total fair value of shares that vested during the three (3)  months ended June 30, 2011 and 2010 was $1,679 and $0 , respectively.

As of June 30, 2011 , there was $5,192 of total unrecognized pre-tax stock-based compensation expense related to non-vested performance share awards which is expected to be recognized over a weighted-average period of 2.5 years.


Note 12: Earnings Per Share

The following table details the computation of basic and diluted earnings per common share from continuing operations for the periods presented (share numbers in thousands):
 
Three (3) months ended
 
June 30
 
2011

2010

Net income
$
9,623

$
13,144

Weighted-average common shares outstanding (basic)
17,975

17,564

Effect of dilutive securities from equity awards
170

33

Weighted-average common shares outstanding (diluted)
18,145

17,597

Basic earnings per common share
$
0.54

$
0.75

Dilutive earnings per common share
$
0.53

$
0.75

 
 
 

The Weighted-average common shares outstanding (diluted) computation is not impacted during any period where the exercise price of a stock option is greater than the average market price. There were 2,362,433 and 3,714,947 non-dilutive equity awards outstanding for the three (3) months ended June 30, 2011 and 2010 , respectively, that are not included in the corresponding period Weighted-average common shares outstanding (diluted) computation.


                          13

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Note 13: Comprehensive income and AOCI

The following table details the computation of comprehensive income for the periods presented:
 
Three (3) months ended
 
June 30
 
2011

2010

Net income
$
9,623

$
13,144

Foreign currency translation adjustment
3,119

(6,346
)
Derivative instruments (net of tax)
 
 
Net change in fair value of cash flow hedging instruments (net of tax)
(159
)
(345
)
Amounts reclassified into results of operations
187

128

Pension (net of tax)
 
 
Unrealized gain (loss)
4

5

Amounts reclassified into results of operations
60

35

Other comprehensive income (loss)
$
3,211

$
(6,523
)
Comprehensive income (loss)
$
12,834

$
6,621

 
 
 

The components of AOCI consisted of the following for the periods presented:
 
June 30, 2011

March 31, 2011

Foreign currency translation adjustment
$
27,033

$
23,914

Unrealized gains (losses) on derivatives designated and qualified as cash flow hedges
(136
)
(164
)
Unrecognized gain (losses) on defined benefit pension
(4,163
)
(4,227
)
Accumulated other comprehensive income
$
22,734

$
19,523






                          14

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Note 14: Segment Reporting

Management reviews financial information for the consolidated Company accompanied by disaggregated information on revenues, operating income and assets by geographic region for the purpose of making operational decisions and assessing financial performance. Additionally, Management is presented with and reviews revenues and gross profit by service type. The accounting policies of the individual operating segments are the same as those of the Company.


The following table presents financial information about the Company’s reportable segments by geographic region for the periods presented:
 
Three (3) months ended
 
June 30
 
2011

2010

North America
 
 
Revenues
$
233,337

$
230,484

Operating income
13,986

19,167

Depreciation
1,288

1,470

Intangibles amortization
3,049

3,093

Assets (as of June 30)
1,081,123

1,045,825

Europe
 
 
Revenues
$
26,354

$
24,942

Operating income
2,278

2,336

Depreciation
100

78

Intangibles amortization
9

8

Assets (as of June 30)
129,934

121,576

All Other
 
 
Revenues
$
8,735

$
8,170

Operating income
614

1,389

Depreciation
32

36

Intangibles amortization
1

1

Assets (as of June 30)
27,834

22,781


The sum of the segment revenues, operating income, depreciation and intangibles amortization equals the consolidated revenues, operating income, depreciation and intangibles amortization. The following table reconciles segment assets to total consolidated assets as of June 30, 2011 and 2010 :
 
June 30
 
2011

2010

Segment assets for North America, Europe and All Other
$
1,238,891

$
1,190,182

Corporate eliminations
(59,979
)
(54,741
)
Total consolidated assets
$
1,178,912

$
1,135,441



                          15

Table of Contents                                             

The following table presents financial information about the Company by service type for the periods presented:
 
Three (3) months ended
 
June 30
 
2011

2010

Data Infrastructure
 
 
Revenues
$
62,381

$
53,957

Gross profit
15,648

14,350

Voice Communications
 
 
Revenues
$
158,326

$
163,590

Gross profit
49,481

54,033

Technology Products
 
 
Revenues
$
47,719

$
46,049

Gross profit
21,452

21,231


The sum of service type revenues and gross profit equals consolidated revenues and gross profit.


Note 15: Commitments and Contingencies

The Company is involved in, or has pending, various legal proceedings, claims, suits and complaints arising out of the normal course of business. Based on the facts currently available to the Company, Management believes these matters are adequately provided for, covered by insurance, without merit or not probable that an unfavorable outcome will result.

There has been no other significant or unusual activity during Fiscal 2012 .


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The discussion and analysis for the three (3) months ended June 30, 2011 and 2010 as set forth below in this Item 2 should be read in conjunction with the response to Part 1, Item 1 of this report and the consolidated financial statements of Black Box Corporation ("Black Box," the "Company," "we" or "our"), including the related notes, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") for the fiscal year ended March 31, 2011 (the "Form 10-K"). The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and generally end on the Saturday nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented as of June 30, 2011 and 2010 were July 2, 2011 and July 3, 2010 , respectively. References to "Fiscal Year" or "Fiscal" mean the Company’s fiscal year ended March 31 of the year referenced. All dollar amounts are presented in thousands, except per share amounts, unless otherwise noted.

    
The Company
Black Box is a leading communications system integrator dedicated to designing, sourcing, implementing and maintaining today's complete communications solutions. The Company's primary service offering is voice communications solutions ("Voice Communications"); the Company also offers premise cabling and other data-related services ("Data Infrastructure") and technology product solutions (“Technology Products”). The Company provides 24/7/365 technical support for all its solutions, which encompass all major voice and data product manufacturers as well as an extensive range of technology products that it sells through its catalog and Internet Web site and its Voice Communications and Data Infrastructure (collectively referred to as "On-Site services") offices. As of June 30, 2011 , the Company had more than 3,000 professional technical experts in 196 offices serving more than 175,000 clients in 141 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.
With respect to Voice Communications, the Company’s revenues are primarily generated from the sale and/or installation of new voice communications systems, the maintenance of voice communications systems and moves, adds and changes ("MAC work") as clients’ employees change locations or as clients move or remodel their physical space. The Company’s diverse portfolio of product offerings allows it to service the needs of its clients independent of the manufacturer that they choose, which it believes

                          16

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is a unique competitive advantage. For the sale of new voice communications systems, most significant orders are subject to competitive bidding processes and, generally, competition can be significant for such new orders. The Company is continually bidding on new projects to replace projects that are completed. New voice communications systems orders often generate an agreement to maintain the voice communications system, which generally ranges from 1-3 years for commercial clients and 3-5 years for government clients. Sales of new voice communications systems and, to a lesser extent, MAC work, are dependent upon general economic growth and the Company’s clients’ capital spending. On the other hand, revenues from maintenance contracts generally are not dependent on the economy as clients seek to extend the life of their existing equipment and delay capital spending on new voice communications systems. The Company also has government contracts that generate significant revenues and are not as dependent on the overall economic environment as commercial clients. Maintenance and MAC work revenues are also dependent upon the Company’s history and relationship with its clients and its long track record of providing high-quality service.
Similarly, the Company’s revenues for Data Infrastructure are generated from the installation or upgrade of data networks and MAC work. The installation of new data networks is largely dependent upon commercial employment and building occupancy rates. Installed data networks, however, may need to be upgraded in order to provide for larger, faster networks to accommodate the growing use of network technology. Additionally, Data Infrastructure projects can include MAC work, similar to Voice Communications, which is dependent on economic factors that are the same as those factors discussed above in relation to the Voice Communications business.
There is and has been a trend toward convergence of voice and data networks, in each of which the Company has technical expertise which the Company believes is a competitive advantage. Both the Voice Communications and Data Infrastructure businesses generate backlog. At June 30, 2011 , the Company’s backlog, defined as expected revenue related to executed client purchase orders or contracts that are estimated to be complete within 180 days, was approximately $ 230,000 and relates primarily to Voice Communications and Data Infrastructure.
The Company generates Technology Products revenues from the sale of technology products through its catalog, Internet Web site and the Company’s On-Site services offices. The sale of these products is a highly fragmented and competitive business. The Company has been in this business for over 30 years and has developed a reputation for providing high quality products, free 24/7/365 technical support, comprehensive warranties and rapid order fulfillment. With an average order size of less than one thousand dollars, the Company’s Technology Products is less impacted by capital spending and more so on general IT spending. The Company’s Technology Products business provides additional distribution and support capabilities along with access to Black Box branded products to both the Data Infrastructure and Voice Communications businesses which provides cost benefits.
The Company services a variety of clients within most major industries, with the highest concentration in government, business services, technology, retail, healthcare and manufacturing. Factors that impact those verticals, therefore, could have an impact on the Company. While the Company generates most of its revenues in North America, the Company also generates revenues from around the world, primarily Europe, such that factors that impact the European market could impact the Company.
Company management ("Management") strives to develop extensive and long-term relationships with high-quality clients as Management believes that satisfied clients will demand quality services and product offerings even in economic downturns.
Management is presented with and reviews revenues and operating income by geographical segment. In addition, revenues and gross profit information by service type are provided herein for purposes of further analysis.
The Company has completed one (1) acquisition from April 1, 2010 through June 30, 2011 that had an impact on the Company’s consolidated financial statements and, more specifically, North America Voice Communications for the periods under review. During Fiscal 2011, the Company acquired LOGOS Communications Systems, Inc. ("Logos"). The acquisition noted above is referred to as the "Acquired Company." The results of operations of the Acquired Company is included within the Company’s Consolidated Statements of Income beginning on its acquisition date.
The Company incurs certain expenses ( i.e., expenses incurred as a result of certain acquisitions) that it excludes when evaluating the continuing operations of the Company. The following table is included to provide a schedule of these current expenses and an estimate of these future expenses for Fiscal 2012 (by quarter) based on information available to the Company as of June 30, 2011 :
 
1Q12

2Q12

3Q12

4Q12

Fiscal 2012

Intangibles amortization
 
 
 
 
 
Amortization of intangible assets on acquisitions
3,049

3,034

3,033

2,981

12,097




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Table of Contents                                             

The following table is included to provide a schedule of these expenses during Fiscal 2011 (by quarter):
 
1Q11

2Q11

3Q11

4Q11

Fiscal 2011

Intangibles amortization
 
 
 
 
 
Amortization of intangible assets on acquisitions
3,093

3,045

2,890

3,083

12,111


The following table provides information on Revenues and Operating income by reportable geographic segment (North America, Europe and All Other). The table below should be read in conjunction with the following discussions.
 
Three (3) months ended
 
June 30
 
2011
2010
 
$

% of total revenue

$

% of total revenue

Revenues
 
 
 
 
North America
$
233,337

86.9
%
$
230,484

87.4
%
Europe
26,354

9.8
%
24,942

9.5
%
All Other
8,735

3.3
%
8,170

3.1
%
Total
$
268,426

100
%
$
263,596

100
%
Operating income
 
 
 
 
North America
$
13,986

 
$
19,167

 
% of North America revenues
6.0
%
 
8.3
%
 
Europe
$
2,278

 
$
2,336

 
% of Europe revenues
8.6
%
 
9.4
%
 
All Other
$
614

 
$
1,389

 
% of All Other revenues
7.0
%
 
17.0
%
 
Total
$
16,878

6.3
%
$
22,892

8.7
%
The following table provides information on Revenues and Gross profit by service type (Data Infrastructure, Voice Communications and Technology Products). The table below should be read in conjunction with the following discussions.
 
Three (3) months ended
 
June 30
 
2011
2010
 
$

% of total revenue

$

% of total revenue

Revenues
 
 
 
 
Data Infrastructure
$
62,381

23.2
%
$
53,957

20.4
%
Voice Communications
158,326

59.0
%
163,590

62.1
%
Technology Products
47,719

17.8
%
46,049

17.5
%
Total
$
268,426

100
%
$
263,596

100
%
Gross profit
 
 
 
 
Data Infrastructure
$
15,648

 
$
14,350

 
% of Data Infrastructure revenues
25.1
%
 
26.6
%
 
Voice Communications
$
49,481

 
$
54,033

 
% of Voice Communications revenues
31.3
%
 
33.0
%
 
Technology Products
$
21,452

 
$
21,231

 
% of Technology Products revenues
45.0
%
 
46.1
%
 
Total
$
86,581

32.3
%
$
89,614

34.0
%



                          18

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Three (3) months ended June 30, 2011 (" 1Q12 ") compared to three (3) months ended June 30, 2010 (" 1Q11 "):

Total Revenues
Total revenues for 1Q12 were $268,426 , an increase of 2% compared to total revenues for 1Q11 of $263,596 . The Acquired Company contributed incremental revenue of $10,530 and $0 for 1Q12 and 1Q11 , respectively. Excluding the effects of the acquisition and the positive exchange rate impact of $4,260 in 1Q12 relative to the U.S. dollar, total revenues would have decreased 4% from $263,596 in 1Q11 to $253,636 in 1Q12 for the reasons discussed below.


Revenues by Geography
North America
Revenues in North America for 1Q12 were $233,337 , an increase of 1% compared to revenues for 1Q11 of $230,484 . The Acquired Company contributed incremental revenue of $10,530 and $0 for 1Q12 and 1Q11 , respectively. Excluding the effects of the acquisition and the positive exchange rate impact of $448 in 1Q12 relative to the U.S. dollar, North American revenues would have decreased 4% from $230,484 in 1Q11 to $222,359 in 1Q12 . The Company believes that this decrease is primarily due to decreased activity for Voice Communications within the government revenue vertical partially offset by increased activity for both end-user and indirect sales of Data Infrastructure within the business services, financial services, retail and manufacturing revenue verticals.
Europe
Revenues in Europe for 1Q12 were $26,354 , an increase of 6% compared to revenues for 1Q11 of $24,942 . Excluding the positive exchange rate impact of $3,118 in 1Q12 relative to the U.S. dollar, Europe revenues would have decreased 7% from $24,942 in 1Q11 to $23,236 in 1Q12 . The Company believes this decrease is primarily due to a nonrecurring Technology Product order during Fiscal 2011 partially offset by a general increase in activity in Data Infrastructure.
All Other
Revenues for All Other for 1Q12 were $8,735 , an increase of 7% compared to revenues for 1Q11 of $8,170 . Excluding the positive exchange rate impact of $694 in 1Q12 relative to the U.S. dollar, All Other revenues would have decreased 2% from $8,170 in 1Q11 to $8,041 in 1Q12 .


Revenue by Service Type
Data Infrastructure
Revenues from Data Infrastructure for 1Q12 were $62,381 , an increase of 16% compared to revenues for 1Q11 of $53,957 . Excluding the positive exchange rate impact of $1,457 in 1Q12 relative to the U.S. dollar for international Data Infrastructure, Data Infrastructure revenues would have increased 13% from $53,957 in 1Q11 to $60,924 in 1Q12 . The Company believes that this increase is primarily due to increased activity for both end-user and indirect sales in North America within the business services, financial services, retail and manufacturing revenue verticals and a general increase in activity in Europe.
Voice Communications
Revenues from Voice Communications for 1Q12 were $158,326 , a decrease of 3% compared to revenues for 1Q11 of $163,590 . The Acquired Company contributed incremental revenue of $10,530 and $0 for 1Q12 and 1Q11 , respectively. Excluding the effects of the acquisition, Voice Communications revenues would have decreased 10% from $163,590 in 1Q11 to $147,796 in 1Q12 . The Company believes that this decrease is primarily due to decreased activity within the government revenue vertical. There was no exchange rate impact on Voice Communications revenues as all of the Company’s Voice Communications revenues are denominated in U.S. dollars.
Technology Products
Revenues from Technology Products for 1Q12 were $47,719 , an increase of 4% compared to revenues for 1Q11 of $46,049 . Excluding the positive exchange rate impact of $2,803 in 1Q12 relative to the U.S. dollar for international Technology Products, Technology Products revenues would have decreased 2% from $46,049 in 1Q11 to $44,916 in 1Q12 . The Company believes this decrease is primarily due to a nonrecurring Technology Product order during Fiscal 2011.


Gross profit
Gross profit for 1Q12 was $86,581 , a decrease of 3% compared to gross profit for 1Q11 of $89,614 . Gross profit as a percent of revenues for 1Q12 was 32.3% , a decrease of 1.7% compared to Gross profit as a percentage of revenues for 1Q11 of 34.0% . The Company believes the percent decrease was due primarily to strategic pricing initiatives for Voice Communications and Data

                          19

Table of Contents                                             

Infrastructure and product mix and increased product costs for Technology Products. The dollar decrease is primarily due to decrease in gross profit as a percentage of revenues.
Gross profit for Data Infrastructure for 1Q12 was $15,648 , or 25.1% of revenues, compared to gross profit for 1Q11 of $14,350 , or 26.6% of revenues. Gross profit for Voice Communications for 1Q12 was $49,481 , or 31.3% of revenues, compared to gross profit for 1Q11 of $54,033 , or 33.0% of revenues. Gross profit for Technology Products for 1Q12 was $21,452 , or 45.0% of revenues, compared to gross profit for 1Q11 of $21,231 , or 46.1% of revenues. Please see the preceding paragraph for the analysis of gross profit variances by segment.


Selling, general & administrative expenses
Selling, general & administrative expenses for 1Q12 were $66,644 , an increase of 5% compared to Selling, general & administrative expenses for 1Q11 of $63,620 . Selling, general & administrative expenses as a percent of revenues for 1Q12 were 24.8% , an increase of 0.7% compared to Selling, general & administrative expenses as a percent of revenues for 1Q11 of 24.1% . The increase in Selling, general & administrative expenses was primarily due to additional operating expenses for the Acquired Company of approximately $1,300 and increases in variable insurance costs of $800 and stock-based compensation of $370. The increase in Selling, general & administrative expenses as a percent of revenue over the prior year was primarily due to the increase in variable insurance costs and stock-based compensation discussed above.


Intangibles amortization
Intangibles amortization for 1Q12 was $3,059 , a decrease of 1% compared to Intangibles amortization for 1Q11 of $3,102 .


Operating income
As a result of the foregoing, Operating income for 1Q12 was $16,878 , a decrease of 26% compared to Operating income for 1Q11 of $22,892 and Operating income as a percent of revenues for 1Q12 was 6.3% , a decrease of 2.4% compared to Operating income as a percent of revenues for 1Q11 of 8.7% .


Interest expense (income), net
Net interest expense for 1Q12 was $1,065 , a decrease of 37% compared to net interest expense for 1Q11 of $1,690 . Net interest expense as a percent of revenues for 1Q12 was 0.4% , a decrease of 0.2% compared to Net interest expense as a percent of revenues for 1Q11 of 0.6% . The Company’s interest-rate swaps contributed gains of $912 and $532 for 1Q12 and 1Q11 , respectively, due to the change in fair value.

This decrease in net interest expense is due to a decrease in the weighted-average outstanding debt from $219,773 for 1Q11 to $179,824 for 1Q12. The preceding provides explanations for the year-over-year change which excludes the interest-rate swaps described above. The decrease in the weighted-average interest rate is due primarily to the overall decline in short-term interest rates.


Provision for income taxes
The tax provision for 1Q12 was $5,898 , an effective tax rate of 38.0% . This compares to the tax provision for 1Q11 of $8,057 , an effective tax rate of 38.0% . The Company anticipates that its deferred tax asset is realizable in the foreseeable future.


Net income
As a result of the foregoing, Net income for 1Q12 was $9,623 , a decrease of 27% compared to Net income for 1Q11 of $13,144 and Net income as a percent of revenues for 1Q12 was 3.6% , a decrease of 1.4% compared to Net income as a percent of revenues for 1Q11 of 5.0% .


Liquidity and Capital Resources

Operating Activities
Net cash provided by operating activities during 1Q12 was $13,602 . Significant factors contributing to the cash inflow were: net income of $9,623 inclusive of non-cash charges of $4,479 and $3,372 for amortization/depreciation expense and stock compensation expense, respectively, and deferred taxes of $2,701, as well as increases in billings in excess of costs of $1,842 and trade accounts

                          20

Table of Contents                                             

payable of $10,665 and a decrease in trade accounts receivable of $7,513. Significant factors contributing to the cash outflow were: increases in inventory and costs in excess of billings of $6,582, and $3,146, respectively, as well as decreases in accrued compensation and benefits of $11,254 (primarily due to the payment of Fiscal 2011 year-end bonuses and incentive compensation during 1Q12), accrued expenses of $1,927 and deferred revenue of $2,059. Changes in the above accounts are based on average Fiscal 2012 exchange rates.

Net cash provided by operating activities during 1Q11 was $1,248. Significant factors contributing to the source of cash were: net income of $13,144 inclusive of non-cash charges of $4,686 and $3,002 for amortization/depreciation expense and stock compensation expense, respectively, as well as increases in trade accounts payable of $11,890 and billings in excess of costs of $4,372. Significant factors contributing to a use of cash include increases in trade accounts receivable, net inventory and costs in excess of billings of $6,774, $2,103 and $14,111, respectively, primarily due to increased business activity during 1Q11 as well as decreases in accrued compensation and benefits of $9,289 (primarily due to the payment of Fiscal 2010 year-end bonuses and incentive compensation during 1Q11), other liabilities of $3,071 and restructuring reserves of $1,618. Changes in the above accounts are based on average Fiscal 2011 exchange rates.

As of June 30, 2011 and 2010 , the Company had Cash and cash equivalents of $32,191 and $16,955 , respectively, working capital of $173,610 and $139,783 , respectively, and a current ratio of 1.9 and 1.7 , respectively.

The Company believes that its cash provided by operating activities and availability under its credit facility will be sufficient to fund the Company’s working capital requirements, capital expenditures, dividend program, potential stock repurchases, potential future acquisitions or strategic investments and other cash needs for the next twelve (12) months.


Investing Activities
Net cash used by investing activities during 1Q12 was $2,352 . Significant factors contributing to the cash outflow were: $2,036 for gross capital expenditures and $334 for holdbacks and contingent fee payments related to prior period acquisitions.

Net cash used by investing activities during 1Q11 was $2,579. Significant factors contributing to the cash outflow were: $1,683 for holdbacks and contingent fee payments related to prior period acquisitions and $940 for gross capital expenditures.


Financing Activities
Net cash used by financing activities during 1Q12 was $10,755 . Significant factors contributing to the cash outflow were: $8,159 of net payments on long-term debt, $1,521 for the purchase of treasury stock related to the vesting in May 2011 of certain restricted stock units and performance shares and $1,075 for the payment of dividends.

Net cash used by financing activities during 1Q11 was $2,359. Significant factors contributing to the cash outflow were $1,053 for the payment of dividends and $902 of net payments on long-term debt.


Total Debt
Revolving Credit Agreement – On January 30, 2008, the Company entered into a Third Amended and Restated Credit Agreement dated as of January 30, 2008 with Citizens Bank of Pennsylvania, as agent, and a group of lenders and, on October 8, 2010, the Company entered into the First Amendment to Credit Agreement primarily to permit the Company to make certain joint venture investments (as amended, the "Credit Agreement"). The Credit Agreement expires on January 30, 2013. Borrowings under the Credit Agreement are permitted up to a maximum amount of $350,000, which includes up to $20,000 of swing-line loans and $25,000 of letters of credit. The Credit Agreement may be increased by the Company up to an additional $100,000 with the approval of the lenders and may be unilaterally and permanently reduced by the Company to not less than the then outstanding amount of all borrowings. Interest on outstanding indebtedness under the Credit Agreement accrues, at the Company’s option, at a rate based on either: (a) the greater of (i) the prime rate per annum of the agent then in effect and (ii) 0.50% plus the rate per annum announced by the Federal Reserve Bank of New York as being the weighted-average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day or (b) a rate per annum equal to the LIBOR rate plus 0.50% to 1.125% (determined by a leverage ratio based on the Company’s consolidated Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA")). The Credit Agreement requires the Company to maintain compliance with certain non-financial and financial covenants such as leverage and fixed-charge coverage ratios. As of June 30, 2011 , the Company was in compliance with all financial covenants under the Credit Agreement.

As of June 30, 2011 , the Company had total debt outstanding of $173,700 . Total debt was comprised of $172,701 outstanding under the Credit Agreement and $999 of obligations under capital leases and various other third-party, non-employee loans. The

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maximum amount of debt outstanding under the Credit Agreement, the weighted-average balance outstanding under the Credit Agreement and the weighted-average interest rate on all outstanding debt for the three (3) months ended June 30, 2011 was $192,795 , $179,824 and 1.1% , respectively, compared to $233,660 , $219,773 and 1.3% , respectively, for the three (3) months ended June 30, 2010 .

As of June 30, 2011 , the Company had $4,549 outstanding in letters of credit and $172,750 in unused commitments under the Credit Agreement.


Dividends

Fiscal 2012
1Q12 - The Company's Board of Directors (the "Board") declared a cash dividend of $0.07 per share on all outstanding shares of the common stock. The dividend totaled $1,262 and was paid on July 14, 2011 to stockholders of record at the close of business on July 1, 2011 .

Fiscal 2011
1Q11 - The Board declared a cash dividend of $0.06 per share on all outstanding shares of the common stock. The dividend totaled $1,056 and was paid on July 19, 2010 to stockholders of record at the close of business on July 2, 2010 .

While the Company expects to continue to declare quarterly dividends, the payment of future dividends is at the discretion of the Board and the timing and amount of any future dividends will depend upon earnings, cash requirements and financial condition of the Company. Under the Credit Agreement, the Company is permitted to make any distribution or dividend as long as no Event of Default or Potential Default (each as defined in the Credit Agreement) occurs or is continuing.


Repurchase of Common Stock

Fiscal 2012
1Q12 - During the three (3) months ended June 30, 2011, the Company made tax payments of $1,521 and withheld 45,778 shares of common stock, which were designated as treasury shares, at an average price per share of $33.22 , related to share withholding to satisfy employee income taxes due as a result of the vesting in May 2011 of certain restricted stock units and performance shares.

Fiscal 2011
1Q11 - During the three (3) months ended June 30, 2010, the Company made tax payments of $482 and withheld 16,488 shares of common stock, which were designated as treasury shares, at an average price per share of $29.26 , related to share withholding to satisfy employee income taxes due as a result of the vesting in May 2010 of certain restricted stock units.

Since the inception of the repurchase program in April 1999 through June 30, 2011 , the Company has repurchased 7,626,279 shares of common stock for an aggregate purchase price of $323,098 , or an average purchase price per share of $42.37 . These shares do not include the treasury shares withheld for tax payments resulting from the vesting in May 2011 and May 2010 of certain restricted stock units and performance shares. As of June 30, 2011 , 873,721 shares were available under repurchase programs approved by the Board. Additional repurchases of common stock may occur from time to time depending upon factors such as the Company’s cash flows and general market conditions. There can be no assurance as to the timing or amount of such repurchases. Under the Credit Agreement, the Company is permitted to repurchase its common stock as long as no Event of Default or Potential Default (each as defined in the Credit Agreement) occurs or is continuing, the leverage ratio (after taking into consideration the payment made to repurchase such common stock) would not exceed 2.75 to 1.0 and the availability to borrow under the Credit Facility would not be less than $20,000.


Legal Proceedings
See Note 15 of the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10‑Q (this "Form 10-Q"), which information is incorporated herein by reference.



Inflation
The overall effects of inflation on the Company have been nominal. Although long-term inflation rates are difficult to predict, the

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Company continues to strive to minimize the effect of inflation through improved productivity and cost reduction programs as well as price adjustments within the constraints of market competition.


Valuation of Goodwill
Since October 2, 2010 (the date of the Company's most recent annual goodwill impairment assessment), the Company's stock market capitalization has been lower than its net book value. However, each of the Company's reporting segments continues to operate profitably and generate significant cash flow from operations, and the Company expects that each will continue to do so throughout the remainder of Fiscal 2012 and beyond. In addition, the Company believes that a reasonable potential buyer would offer a control premium for the business that would adequately cover the difference between the recent stock trading prices and the book value.


Critical Accounting Policies/Impact of Recently Issued Accounting Pronouncements

Critical Accounting Policies
The Company’s critical accounting policies require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and are the most important to the portrayal of the Company’s consolidated financial statements. The Company’s critical accounting policies are disclosed in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of the Form 10-K. The significant accounting policies used in the preparation of the Company’s consolidated financial statements are disclosed in Note 2 of the Notes to the Consolidated Financial Statements within the Form 10-K. No additional significant accounting policies have been adopted during Fiscal 2012 .


Impact of Recently Issued Accounting Pronouncements
There have been no accounting pronouncements adopted during Fiscal 2012 that had a material impact on the Company's consolidated financial statements. There have been no new accounting pronouncements issued but not yet adopted that are expected to have a material impact on the Company's consolidated financial statements.


Cautionary Forward Looking Statements
When included in this Form 10-Q or in documents incorporated herein by reference, the words "should," "expects," "intends," "anticipates," "believes," "estimates," "approximates," "targets," "plans" and analogous expressions are intended to identify forward-looking statements. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Although it is not possible to predict or identify all risk factors, such risks and uncertainties may include, among others, levels of business activity and operating expenses, expenses relating to corporate compliance requirements, cash flows, global economic and business conditions, successful integration of acquisitions, the timing and costs of restructuring programs, successful marketing of the Company's product and services offerings, successful implementation of the Company’s M&A program, including identifying appropriate targets, consummating transactions and successfully integrating the businesses, successful implementation of the Company’s government contracting programs, competition, changes in foreign, political and economic conditions, fluctuating foreign currencies compared to the U.S. dollar, rapid changes in technologies, client preferences, the Company’s arrangements with suppliers of voice equipment and technology, government budgetary constraints and various other matters, many of which are beyond the Company’s control. Additional risk factors are included in the Form 10-K. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and speak only as of the date of this Form 10‑Q. The Company expressly disclaims any obligation or undertaking to release publicly any updates or any changes in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risks in the ordinary course of business that include interest-rate volatility and foreign currency exchange rates volatility. Market risk is measured as the potential negative impact on earnings, cash flows or fair values resulting from a hypothetical change in interest rates or foreign currency exchange rates over the next year. The Company does not hold or issue any other financial derivative instruments (other than those specifically noted below) nor does it engage in speculative trading of financial derivatives.

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Interest-rate Risk
The Company’s primary interest-rate risk relates to its long-term debt obligations. As of June 30, 2011 , the Company had total long-term obligations of $172,701 under the Credit Agreement. Of the outstanding debt, $150,000 was in variable rate debt that was effectively converted to a fixed rate through multiple interest-rate swap agreements (discussed in more detail below) and $22,701 was in variable rate obligations. As of June 30, 2011 , an instantaneous 100 basis point increase in the interest rate of the variable rate debt would reduce the Company’s net income in the subsequent fiscal quarter by $56 ( $35 net of tax) assuming the Company employed no intervention strategies.

To mitigate the risk of interest-rate fluctuations associated with the Company’s variable rate long-term debt, the Company has implemented an interest-rate risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings caused by interest-rate volatility. The Company’s goal is to manage interest-rate sensitivity by modifying the re-pricing characteristics of certain balance sheet liabilities so that the net-interest margin is not, on a material basis, adversely affected by the movements in interest rates.

On July 26, 2006, the Company entered into a five-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 5.44% fixed rate and has a notional value of $100,000 (which reduced to $50,000 as of June 26, 2009). On June 15, 2009, the Company entered into a three-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 2.28% fixed rate and has a notional value of $100,000 reducing to $50,000 after two (2) years. On May 19, 2011, the Company entered into a one-year floating-to-fixed interest-rate swap with an effective start date of July 26, 2011 that is based on a 3-month LIBOR rate versus a 0.58% fixed rate and has a notional value of $75,000. Changes in the fair market value of the interest-rate swap are recorded as an asset or liability within the Company’s Consolidated Balance Sheets and Interest expense (income) within the Company’s Consolidated Statements of Income.


Foreign Exchange Rate Risk
The Company has operations, clients and suppliers worldwide, thereby exposing the Company’s financial results to foreign currency fluctuations. In an effort to reduce this risk of foreign currency fluctuations, the Company generally sells and purchases inventory based on prices denominated in U.S. dollars. Intercompany sales to subsidiaries are generally denominated in the subsidiaries’ local currency. The Company has entered and will continue in the future, on a selective basis, to enter into foreign currency contracts to reduce the foreign currency exposure related to certain intercompany transactions, primarily trade receivables and loans. All of the foreign currency contracts have been designated and qualify as cash flow hedges. The effective portion of any changes in the fair value of the derivative instruments is recorded in Accumulated Other Comprehensive Income ("AOCI") until the hedged forecasted transaction occurs or the recognized currency transaction affects earnings. Once the forecasted transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from AOCI to the Company’s Consolidated Statements of Income. In the event it becomes probable that the hedged forecasted transaction will not occur, the ineffective portion of any gain or loss on the related cash flow hedge would be reclassified from AOCI to the Company’s Consolidated Statements of Income.

As of June 30, 2011 , the Company had open foreign currency contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, British pounds sterling, Swedish krona, Swiss francs and Japanese yen. The open contracts have contract rates ranging from 0.99 to 1.01 Australian dollar, 0.99 to 0.99 Canadian dollar, 5.21 to 5.26 Danish krone, 0.71 to 0.72 Euro, 12.18 to 12.18 Mexican peso, 5.66 to 5.71 Norwegian kroner, 0.62 to 0.62 British pound sterling, 6.47 to 6.65 Swedish krona, 0.85 to 0.90 Swiss franc and 85.96 to 85.98 Japanese yen, all per U.S. dollar. The total open contracts had a notional amount of $43,407 and will expire within twelve (12)  months.


Item 4. Controls and Procedures.

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) for the Company. Management assessed the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2011 . Based upon this assessment, Management has concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011 to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to

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Management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The SEC’s general guidance permits the exclusion of an assessment of the effectiveness of a registrant’s disclosure controls and procedures as they relate to its internal control over financial reporting for an acquired business during the first year following such acquisition if, among other circumstances and factors, there is not adequate time between the acquisition date and the date of assessment. As previously noted in this Form 10-Q, Black Box completed the acquisition of Logos during Fiscal 2011. Logos represents approximately 1% of the Company’s total assets as of June 30, 2011 . Management’s assessment and conclusion on the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2011 excludes an assessment of the internal control over financial reporting of Logos.


Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.


Limitations on the Effectiveness of Controls
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.


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PART II. OTHER INFORMATION


Item 1A. Risk Factors.

The following is provided to update the risk factors previously disclosed in Part I, Item 1A of the Form 10-K.

A significant part of our business involves public sector clients which provides unique risks.

Approximately 25% of our revenues is derived from sales to agencies and departments of federal, state and local governments. Legislatures typically appropriate funds for a given program annually. These appropriations may be influenced by, among other things, the state of the economy, competing priorities for appropriation, changes in administration or control of legislatures, the timing and amount of tax receipts and the overall level of government expenditures. A decrease in appropriations for certain programs could have a material adverse effect on our business.

In addition, our revenues from sales to these public sector clients are made through various direct contracts, through reseller agreements with government contractors and through open market sales. Government contracting is a highly-regulated area. Failure to comply with the technical requirements of regulations or contracts could subject us to fines, penalties, suspension or debarment from doing business with such clients, which could have a material adverse effect on our business.


Item 6. Exhibits.
Exhibit Number
Description
10.1
Description of Annual Incentive Plan (1)

10.2
Form of Black Box Corporation Performance Share Award Agreement (pursuant to the 2008 Long-Term Incentive Plan; form of agreement in effect as of May 17, 2011) (1)
21.1
Subsidiaries of the Registrant (1)
31.1
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 (1)
31.2
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 (1)
32.1
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 (1)
101
Interactive Data File (2)
 
 
(1)
Filed herewith.
(2)
In accordance with Rule 406T of Regulation S-T promulgated by the SEC, Exhibit 101 is deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.







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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BLACK BOX CORPORATION

Date: August 10, 2011

/s/ MICHAEL MCANDREW                                

Michael McAndrew
Executive Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal Accounting Officer
                        


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EXHIBIT INDEX
Exhibit Number
Description
10.1
Description of Annual Incentive Plan (1)

10.2
Form of Black Box Corporation Performance Share Award Agreement (pursuant to the 2008 Long-Term Incentive Plan; form of agreement in effect as of May 17, 2011) (1)
21.1
Subsidiaries of the Registrant (1)
31.1
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 (1)
31.2
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 (1)
32.1
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 (1)
101
Interactive Data File (2)
 
 
(1)
Filed herewith.
(2)
In accordance with Rule 406T of Regulation S-T promulgated by the SEC, Exhibit 101 is deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

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Exhibit 10.1     

Description of Annual Incentive Plan

On May 17, 2011, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Black Box Corporation (the “Company”) recommended that the Board approve, and the Board approved, an annual incentive bonus plan (the “FY12 Annual Incentive Plan”) under the Black Box Corporation 2008 Long-Term Incentive Plan (the “2008 Plan”) for the fiscal year ending March 31, 2012 (“Fiscal 2012”). The performance goals for the FY12 Annual Incentive Plan are, as defined below, “operating earnings per share,” “adjusted operating margin percent,” “adjusted EBITDA” and “DSOs.” “Operating earnings per share” means “operating net income” divided by weighted average common shares outstanding (diluted) with “operating net income” meaning net income plus “Reconciling Items” (as defined below); “adjusted operating margin percent” means operating income plus Reconciling Items divided by total revenues; “adjusted EBITDA” means EBITDA (defined as net income plus provision for income taxes, interest, depreciation and amortization) plus Reconciling Items; and “DSOs” is an internal management calculation based on the balances in net accounts receivable, costs in excess of billings and billings in excess of costs at the end of the measurement period. “Reconciling Items” means: (i) amortization of intangible assets on acquisitions; (ii) stock-based compensation expense; (iii) asset write-up expense on acquisitions; (iv) expenses, settlements, judgments and fines associated with material litigation ($500,000 or greater per matter); (v) changes in fair value of any interest-rate swaps; (vi) certain pension plan funding expenses; (vii) the impact of any goodwill impairment; and (viii) the effect of changes in tax laws or accounting principles affecting reported results.

The performance goals for the FY12 Annual Incentive Plan will be equally weighted. Under the FY12 Annual Incentive Plan, the achievement of the performance goals at 80% of target (90% of target for the DSOs performance goal) will result in a payout of 50% of targeted annual bonus, the achievement of the performance goals at 100% of target will result in a payout of 100% of targeted annual bonus and the achievement of the performance goals at 120% of target (110% of target for the DSOs performance goal) will result in a payout of 150% of targeted annual bonus. The achievement of the performance goals at target levels between the levels of target performance stated above will result in payouts of targeted annual bonus amounts calculated on a straight-line basis. The Compensation Committee retained negative discretion to decrease the amount of any award earned under the FY12 Annual Incentive Plan.

Following Board review and approval, the Committee made targeted annual bonus awards under the FY12 Annual Incentive Plan to the Company's executive officers as follows: R. Terry Blakemore, President and CEO - 100% of base salary or $600,000; Michael McAndrew, Executive Vice President, Chief Financial Officer, Secretary and Treasurer - 100% of base salary or $350,000; Kenneth P. Davis, Vice President - 100% of base salary or $330,000; and Francis W. Wertheimber, Senior Vice President - approximately 50% of base salary or $133,000. Key, non-executive officer employees are also participating in the FY12 Annual Incentive Plan generally on the same terms as the executive officers.

The Company, in the future, may adopt an annual incentive plan similar to the FY12 Annual Incentive Plan with the performance goals set forth in the FY12 Annual Incentive Plan or with other performance goals as permitted under the 2008 Plan.



Exhibit 10.2     

FORM OF
BLACK BOX CORPORATION
PERFORMANCE SHARE AWARD AGREEMENT
2008 LONG-TERM INCENTIVE PLAN


Employee:___________________________________________         

Number of [to be inserted] Performance Shares (as defined below) subject to the [to be inserted] (as defined below) Performance Element:_______________         

Number of [to be inserted] Performance Shares (as defined below) subject to the [to be inserted] (as defined below) Performance Element:_______________         

[Add or delete performance elements under the Plan (as defined below) as determined by the Compensation Committee (as defined below).]

Pursuant to the Black Box Corporation 2008 Long-Term Incentive Plan (the "Plan"), the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Black Box Corporation (the "Company") has granted to you the number of Performance Shares set forth above. A "Performance Share" is a "Performance Grant" as defined in the Plan that represents a contingent right to receive common stock, $.001 par value ("Common Stock") of the Company, as described more fully herein, to the extent that such Performance Shares are earned and become payable pursuant to the terms of this Performance Share Award Agreement (this "Agreement") as set forth in Exhibit I hereto with respect to those Performance Shares subject to the [to be inserted] performance element (the "[to be inserted] Performance Shares") or as set forth in Exhibit II hereto with respect to those Performance Shares subject to the [to be inserted] performance element (the "[to be inserted] Performance Shares"). [Modify as needed for the performance criteria under the Plan as determined by the Compensation Committee.] Performance Shares as initially awarded have no independent economic value, but rather are mere units of measurement used for the purpose of calculating the value of benefits, if any, to be paid under this Agreement. Additional terms and conditions of this Award (as defined in the Plan) are set forth below.

1.      Date of Grant . This Award was granted to you on [to be inserted] (the "Grant Date").

2.      Vesting Provisions - Entitlement to Shares .

(a)      Exhibit I attached hereto sets forth the performance conditions and other criteria for determining whether and to what extent the [to be inserted] Performance Shares will vest and result in your entitlement to shares of Common Stock under this Award with respect to your [to be inserted] Performance Shares.

(b)      Exhibit II attached hereto sets forth the performance conditions and other criteria for determining whether and to what extent the [to be inserted] Performance Shares will vest and result in your entitlement to shares of Common Stock under this Award with respect to your [to be inserted] Performance Shares. [Modify as needed for the performance criteria under the Plan as determined by the Compensation Committee.]

(c)      The number of shares of Common Stock issuable upon vesting of the Performance Shares under this Agreement is determined as set forth in Exhibit I and in Exhibit II [modify as needed for the performance criteria under the Plan as determined by the Compensation Committee], and such number of shares of Common Stock will be adjusted as set forth in the Plan. The date on which the Committee (as defined in the Plan) certifies in writing whether and to what extent the applicable performance conditions and any other material terms of this Award have been achieved, and the number of shares of Common Stock, if any, to be issued, is the "Vesting Date." For purposes of this provision, and for so long as the Internal Revenue Code of 1986, as amended (the "Code"), permits, the approved minutes of a meeting of the Committee in which the certification is made may be treated as written certification. No shares of Common Stock will be issued if the applicable performance conditions have not been met.

(d)      Except as otherwise provided herein, the shares of Common Stock to which you become entitled upon vesting of Performance Shares will be issued to you on the Vesting Date (or as soon as reasonably practicable thereafter, but in no event later than the 15th day of the third month following the Vesting Date, and in no event later than December 31 of the year in which the Performance Period (as defined in Exhibit I) ends), subject to your satisfaction of all applicable income and employment tax withholding. Notwithstanding the foregoing or any provision of this Agreement or the Plan to the contrary, the delivery of any shares of Common Stock upon vesting of any Performance Shares shall be delayed until six (6) months after your Separation



Exhibit 10.2     

from Service (as defined in the Plan) to the extent required by Section 409A ("Section 409A") of the Code.

(e)      You will not have any stockholder rights, including, but not limited to, voting rights or dividend rights, with respect to the shares of Common Stock subject to this Award until you become the record holder of the shares of Common Stock following their actual issuance to you.

3.      Taxes and Withholding . You acknowledge that any amounts recognized for federal, state, local or foreign tax purposes, including payroll taxes, on account of the vesting of Performance Shares and/or issuance of the shares of Common Stock to you may be subject to tax withholding by the Company or any parent, subsidiary or affiliate of the Company by whom you are employed (such entities hereinafter referred to as the "BB Group"). Your minimum statutory tax withholding obligations, if any, on account of the vesting of Performance Shares and/or issuance of shares of Common Stock will be satisfied by the Company withholding from the shares of Common Stock to be issued to you a sufficient number of whole shares of Common Stock distributable in connection with this Award equal to the applicable minimum statutory tax withholding obligation. Notwithstanding any provision herein to the contrary, in the event that this Award becomes subject to taxes under the Federal Insurance Contributions Act ("FICA") or similar taxes before the shares of Common Stock under the Award would otherwise be issued, the Company shall issue to you a sufficient number of whole shares of Common Stock under this Award that does not exceed the applicable minimum statutory tax withholding obligation with respect to such FICA taxes and any federal, state or local income taxes that may apply as a result of such accelerated issuance of shares of Common Stock and the Company shall withhold such shares of Common Stock to satisfy such FICA and any related income tax liability; provided, however, that any such accelerated issuance of shares of Common Stock shall be made only to the extent permitted under Treas. Reg. § 1.409A-3(j)(4)(vi). In the event that you do not make tax payments when required, the Company may refuse to issue or cause to be delivered any shares of Common Stock under this Agreement until such payment has been made or arrangements for such payment satisfactory to the Company have been made. In connection with the foregoing, the number of whole shares of Common Stock that are to be withheld shall not exceed the amount of the minimum statutory tax withholding obligations and any shortfall in the amount required to be withheld shall be paid by check by you or shall be withheld from your pay. In determining the amount of taxes owed upon vesting and/or delivery of shares of Common Stock under this Award and the number of shares to be withheld, the Company shall utilize the "Fair Market Value" of the shares of Common Stock as defined in the Plan except that, if the shares of Common Stock are listed on any established stock exchange, system or market, the Fair Market Value as of any given date of determination shall be the closing market price of the shares of Common Stock as quoted in such exchange, system or market on the closest preceding date to such date of determination on which the shares of Common Stock were traded and, except further that, if applicable tax law requires that a different method be utilized for determining the amount of taxes owed upon vesting and/or delivery of shares of Common Stock under this Award and the number of shares to be withheld, the Company shall utilize such required method.

4.      Restriction on Transfer and Forfeiture of Unvested Performance Shares .

(a)      None of the Performance Shares issued pursuant to this Agreement may be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or by operation of law or otherwise, including, but not limited to, by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, the Committee may permit a transfer to a Permitted Transferee (as defined in the Plan).

(b)      Except as set forth in this Section 4, effective on the date you experience a Separation from Service other than as a result of your death, disability (as defined in the Plan) or retirement (at such age or upon such conditions as shall be specified by the Board), including, but not limited to, as a result of your voluntary termination or involuntary termination (with or without cause), any unvested Performance Shares shall be automatically null and void and shall be forfeited to the Company at the time of your Separation from Service and without any further obligation on the part of the Company.

(c)      In the event of a change-in-control (as defined in the Plan) prior to the conclusion of the Performance Period, you will be entitled to receive, immediately prior to the consummation of the change-in-control, one (1) share of Common Stock for each Performance Share. In the event of a change-in-control after the conclusion of the Performance Period and prior to the issuance of any shares of Common Stock under this Agreement, you will be entitled to receive, immediately prior to the consummation of the change-in-control, the number of shares of Common Stock determined in accordance with Exhibit I and Exhibit II. [Modify as needed for the performance criteria under the Plan as determined by the Compensation Committee.]

(d)      If you experience a Separation from Service as a result of your death, disability or retirement, you shall be entitled to a prorated portion of the shares of Common Stock, if any, to which you otherwise would be entitled pursuant to the Performance Shares granted to you under this Agreement, determined after completion of the Performance Period and based on the achievement of the applicable performance conditions, and then prorated based on the ratio of the number of complete months that you were employed during the Performance Period to the total number of months in the Performance Period. Any payments due to you in the event of your death will be paid to your estate as provided herein after completion of the Performance Period.



Exhibit 10.2     


5.      Amendment, Modification, Termination and Adjustment . The Committee may amend, modify or terminate this Agreement in accordance with the terms and conditions of the Plan. Adjustments to this Agreement may be made in accordance with the terms and conditions of the Plan.

6.      Continuation of Employment . Neither the Plan nor this Agreement shall confer upon you any right to continue in the employ of the BB Group, or limit in any respect the right of the BB Group to terminate your employment at any time.

7.      Plan Documents . This Award is issued pursuant to and is subject to the provisions of the Plan. This Agreement is qualified in its entirety by reference to the Plan itself, which is incorporated herein by reference, and a copy of which may be obtained from the office of the Company's General Counsel at any time. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail and control.

8.      Section 409A . This Award is intended to be excepted from coverage under Section 409A which deals with nonqualified deferred compensation, and shall be administered, interpreted and construed accordingly. A payment shall be treated as made on the specified date of payment if such payment is made at such date or a later date in the same calendar year or, if later, by the 15th day of the third calendar month following the specified date of payment, as provided and in accordance with Treas. Reg. § 1.409A-3(d). The Company may, in its sole discretion and without your consent, modify or amend the terms of this Agreement, impose conditions on the timing or effectiveness of the vesting of the Performance Shares or issuance of the shares of Common Stock upon vesting of the Performance Shares or take any other action the Company deems necessary or advisable to cause the Performance Shares to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). Notwithstanding the foregoing, you recognize and acknowledge that Section 409A may impose upon you certain taxes or interest charges for which you are and shall remain solely responsible.

Please acknowledge your acceptance and agreement to the terms of this Agreement by signing this Agreement in the space provided below and returning it promptly to the Company. By signing this Agreement, you agree to all of the terms and conditions of this Award as described above and in the Plan.


Black Box Corporation


By:_________________________________________________     
    
    


I accept and agree to the terms of this Agreement as set forth herein.


            
Employee_____________________________________ Date________________________________________________



Exhibit 21.1    

SUBSIDIARIES OF THE REGISTRANT
Legal Name
Doing Business As
State or Other
Jurisdiction of
Incorporation or
Organization
 
 
 
Black Box Corporation
Black Box Corporation
Delaware
 
 
 
ACS Communications, Inc.
ACS Communications, Inc.
Texas
 
 
 
ACS Dataline of the Northwest, Inc.
Black Box Network Services
Black Box Network Services - West
Oregon
 
 
 
ACS Investors, LLC
ACS Investors, LLC
Delaware
 
 
 
ACS Dataline, LP
Black Box Network Services
Black Box Network Services - West
Texas
 
 
 
ACS Partners, LLC
ACS Partners, LLC
Texas
 
 
 
ADS Telecom, Inc.
Black Box Network Services
Florida
 
 
 
B & C Telephone, Inc.
Black Box Network Services
Black Box Network Services - Spokane
Washington
 
 
 
BBox Holding Company
BBox Holding Company
Delaware
 
 
 
Advanced Communications Corporation
Black Box Network Services - South Carolina
South Carolina
 
 
 
Advanced Network Technologies, Inc.
Black Box Network Services - California
California
 
 
 
American Telephone Wiring Company
Black Box Network Services - West Virginia Operations
West Virginia
 
 
 
Atimco Network Services, Inc.
Black Box Network Services - Western Pennsylvania Operations
Pennsylvania
 
 
 
Black Box Corporation of Pennsylvania
Black Box Network Services
Delaware
 
 
 
BB Technologies, Inc.
BB Technologies, Inc.
Delaware
 
 
 
Black Box A/S
Black Box A/S
Denmark
 
 
 
Black Box Canada Corporation
Black Box Canada Corporation
Canada
 
 
 
Black Box Comunicaciones, S.A.
Black Box Comunicaciones, S.A.
Spain
 
 
 
Black Box Datacom B.V.
Black Box Datacom B.V.
Netherlands
 
 
 
Black Box Deutschland GmbH
Black Box Deutschland GmbH
Germany
 
 
 
Black Box Netzwerk Service GmbH
Black Box Netzwerk Service GmbH
Germany
 
 
 
Black Box do Brasil Industria e Comercio Ltda.
Black Box do Brasil Industria e Comercio Ltda.
Brazil
 
 
 
Black Box France
Black Box France
France
 
 
 
Black Box GmbH
Black Box GmbH
Austria



Exhibit 21.1    

Legal Name
Doing Business As
State or Other
Jurisdiction of
Incorporation or
Organization
 
 
 
Black Box Holdings Australia Pty. Ltd.
Black Box Holdings Australia Pty. Ltd.
Australia
 
 
 
Black Box Italia S.r.l.
Black Box Italia S.r.l.
Italy
 
 
 
Black Box Network Products NV
Black Box Network Products NV
Belgium
 
 
 
Black Box Network Cabling NV
Black Box Network Cabling NV
Belgium
 
 
 
Black Box Network Design NV
Black Box Network Design NV
Belgium
 
 
 
Black Box Network Services AG
Black Box Network Services AG
Switzerland
 
 
 
Black Box Network Services Australia Pty Ltd
Black Box Network Services Australia Pty Ltd
Australia
 
 
 
Black Box Network Services New Zealand Limited
Black Box Network Services New Zealand Limited
New Zealand
 
 
 
Black Box Network Services Kabushiki Kaisha
Black Box Network Services Kabushiki Kaisha
Japan
 
 
 
Black Box Network Services Korea Limited
Black Box Network Services Korea Limited
Korea
 
 
 
Black Box Network Services (UK) Limited
Black Box Network Services (UK) Limited
Black Box Network Services (UK) Limited - Northern Ireland
England
 
 
 
Black Box P.R. Corp.
Black Box P.R. Corp.
Puerto Rico
 
 
 
Black Box LLC Holdings, Inc.
Black Box LLC Holdings, Inc.
Delaware
 
 
 
PS Technologies, LLC
PS Technologies, LLC
Maryland
 
 
 
PS Tech Video, LLC
PS Tech Video, LLC
California
 
 
 
Black Box Network and Electrical Services, Inc.
Black Box Network and Electrical Services, Inc.
Allcom Electric
New York
 
 
 
Black Box Network Services, Inc. - Government Solutions
Black Box Network Services, Inc. - Government Solutions
Tennessee
 
 
 
Black Box Ventures Holding Company
Black Box Ventures Holding Company
Delaware
 
 
 
Cable Consultants, Incorporated
Black Box Network Services - Atlanta
Georgia
 
 
 
Comm Line, Inc.
Black Box Network Services
Ohio
 
 
 
Communication Contractors, Inc.
Black Box Network Services - Chicago
Illinois
 
 
 
Datel Communications, Inc.
Black Box Network Services - Arizona
Arizona
 
 
 
Delaney Telecom, Inc.
Black Box Network Services
Pennsylvania
 
 
 
DESIGNet, Inc.
Black Box Network Services - San Jose
California



Exhibit 21.1    

Legal Name
Doing Business As
State or Other
Jurisdiction of
Incorporation or
Organization
Integrated Cabling Systems, Inc.
Black Box Network Services - Nebraska
Nebraska
 
 
 
Jet Line Communications, Inc.
Black Box Network Services - Dallas
Texas
 
 
 
BBC Acquisition, LLC
BBC Acquisition, LLC
Texas
 
 
 
FBS Communications, L.P.
Black Box Network Services - San Antonio
Texas
 
 
 
K & A Communications, Inc.
Black Box Network Services
Missouri
 
 
 
Koncepts Communications of L.I., Corp.
Black Box Network Services - Tristate Operations
New York
 
 
 
LOGOS Communications Systems, Inc.
Black Box Network Services
Black Box Network Services - Cleveland
Ohio
 
 
 
Michael Electric, Inc.
Black Box Network Services - New Jersey
New Jersey
 
 
 
Midwest Communications Technologies, Inc.
Black Box Network Services
Ohio
 
 
 
Midwest Electronics and Communications, Inc.
Black Box Network Services - Denver Operations
Colorado
 
 
 
R & D Services, Inc.
Black Box Network Services
Black Box Network Services - New England
Massachusetts
 
 
 
Teldata Corporation
Black Box Network Services - Tennessee
Tennessee
 
 
 
Telefuture Communications Ltd.
Black Box Network Services - New Rochelle Office
New York
 
 
 
Todd Communications, Inc.
Black Box Network Services - North Carolina
North Carolina
 
 
 
U.S. Premise Networking Services, Inc.
Black Box Network Services - MN
Minnesota
 
 
 
Black Box AB
Black Box AB
Sweden
 
 
 
Black Box Chile S.A.
Black Box Chile S.A.
Chile
 
 
 
Black Box de Mexico, S.A. de C.V.
Black Box de Mexico, S.A. de C.V.
Mexico
 
 
 
Black Box Finland OY
Black Box Finland OY
Finland
 
 
 
Black Box Network Services AB
Black Box Network Services AB
Sweden
 
 
 
Black Box Network Services Corporation
Black Box Network Services Corporation
Taiwan
 
 
 
Black Box Network Services (Dublin) Limited
Black Box Network Services (Dublin) Limited
Ireland
 
 
 
Black Box Network Services Puebla S.A. de C.V.
Black Box Network Services Puebla S.A. de C.V.
Mexico
 
 
 
Black Box Network Services S.r.l.
Black Box Network Services S.r.l.
Italy
 
 
 
Black Box Network Services SDN. BHD.
Black Box Network Services SDN. BHD.
Malaysia
 
 
 
Black Box Network Services Singapore Pte Ltd.
Black Box Network Services Singapore Pte Ltd.
Singapore



Exhibit 21.1    

Legal Name
Doing Business As
State or Other
Jurisdiction of
Incorporation or
Organization
Black Box Norge AS
Black Box Norge AS
Norway
 
 
 
Black Box Services Reseaux Mediterranee
Black Box Services Reseaux Mediterranee
France
 
 
 
CBS Technologies Corp.
Black Box Network Services
New York
 
 
 
Consultoria en Redes, S.A. de C.V.
Consultoria en Redes, S.A. de C.V.
Mexico
 
 
 
J.C. Informatica Integral, S.A. de C.V.
JC Informatica Integral, S.A. de C.V.
Mexico
 
 
 
Lanetwork Sales Ltd.
Lanetwork Sales Ltd.
Canada
 
 
 
Mutual Telecom Services Inc.
Black Box Network Services
Delaware
 
 
 
Network Communications Technologies, Inc.
Black Box Network Services
Black Box Network Services - Charlotte
North Carolina
 
 
 
Norstan, Inc.
Black Box Network Services
Minnesota
 
 
 
Norstan Canada Inc.
Norstan Canada Inc.
Minnesota
 
 
 
Norstan Canada, Ltd./Norstan Canada, Ltee
Black Box Network Services
Canada
 
 
 
Norstan Communications, Inc.
Black Box Network Services
Minnesota
 
 
 
NextiraOne, LLC
Black Box Network Services
Black Box Network Services - Illinois
Black Box Network Services - Midwest
Black Box Network Services - Northeast
Black Box Network Services - Northwest
Black Box Network Services - South
Delaware
 
 
 
Data Communications 2000, Inc.
Data Communications 2000, Inc.
California
 
 
 
Milgo Holdings Canada, LLC
Milgo Holdings Canada, LLC
Delaware
 
 
 
NextiraOne Canada ULC
NextiraOne Canada ULC
Canada
 
 
 
NextiraOne California L.P.
NextiraOne California L.P.
California
 
 
 
NXO Installation, LLC
NXO Installation, LLC
Delaware
 
 
 
NextiraOne Federal, LLC
Black Box Network Services
Black Box Network Services - Federal
Delaware
 
 
 
Quanta Systems, LLC
Black Box Network Services - Federal Security Solutions
Delaware
 
 
 
NextiraOne New York, LLC
Black Box Network Services
Delaware
 
 
 
Vibes Technologies, Inc.
Black Box Resale Services
Minnesota
 
 
 
Norstan Financial Services, Inc.
Norstan Financial Services, Inc.
Minnesota
 
 
 



Exhibit 21.1    

 
 
 
Legal Name
Doing Business As
State or Other
Jurisdiction of
Incorporation or
Organization
Norstan International, Inc.
Norstan International, Inc.
Minnesota
 
 
 
Nortech Telecommunications Inc.
Black Box Network Services - Elk Grove
Illinois
 
 
 
Nu-Vision Technologies, Inc.
Black Box Network Services
New York
 
 
 
Nu-Vision Technologies, LLC
Black Box Network Services
Black Box Network Services - Oregon
New York
 
 
 
BCS II, LLC
BCS II, LLC
Delaware
 
 
 
Scottel Voice & Data, Inc.
Black Box Network Services
Black Box Network Services - Pacific
California
 
 
 
UCI Communications LLC
Black Box Network Services
South Carolina



                                                
Exhibit 31.1

 
CERTIFICATION
I, R. Terry Blakemore, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Black Box Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 10, 2011

/s/ R. Terry Blakemore                                 

R. Terry Blakemore
President and Chief Executive Officer







Exhibit 31.2



CERTIFICATION
I, Michael McAndrew, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Black Box Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 10, 2011

/s/ Michael McAndrew           

Michael McAndrew
Executive Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal Accounting Officer





Exhibit 32.1                                                                                                                


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Black Box Corporation (the "Company") on Form 10-Q for the period ended July 2, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, certifies that to his knowledge:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ R. Terry Blakemore                                 

R. Terry Blakemore
President and Chief Executive Officer
August 10, 2011


/s/ Michael McAndrew                              

Michael McAndrew
Executive Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal Accounting Officer
August 10, 2011


This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.