SEC Comment Letter for SCANSOURCE, INC. (SCSC) (CIK 0000918965) (SCSC) — Apr 3, 2009
SCANSOURCE, INC. (SCSC) (CIK 0000918965)
Date: April 3, 2009 · CIK: 0000918965 · Accession: 0000000000-09-017359
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File numbers found in text: 000-26926
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Mail Stop 4561 Via U.S. Mail and Facsimile (864) 286-4241
A p r i l 2 , 2 0 0 9 Michael L. Baur Chief Executive Officer ScanSource, Inc. 6 Logue Court Greenville, South Carolina 29615
Re: ScanSource, Inc.
Form 10-K for Fiscal Year Ended June 30, 2008 Filed August 28, 2008 File No. 000-26926
Dear Mr. Baur:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Michael L. Baur
ScanSource, Inc.
April 2, 2009 Page 2 Annual Report on Form 10-K for fiscal year ended June 30, 2008
Part I
Item 1. Business, page 1
General
1. We note your disclosure on page 3 and your risk factor disclosure “Vendor
relationships – our success is highly dependent on our relationships with
vendors…” on page 6 where you state that sa les of products from your ten largest
vendors accounted for approximately 85% of your net sales for 2008. Please tell
us what consideration you gave to including a discussion that provides the names of, and a description of the material terms of your relationships with, these
vendors and clarify whether you are substa ntially dependent upon any of these
relationships. In addition, please conf irm in your response that you will include
this information in future filings when necessary.
Competition, page 5
2. In future filings, when discussing competitive conditions, please provide a separate discussion for each of your segm ents and principal products. See Item
101(c)(1)(x) of Regulation S-K.
Part II
Incorporated by Reference from the Annual Repor t to Shareholders for fiscal year ended
June 30, 2008, filed as exhibit 13.1
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 16
Overview
3. We note your statement on page 14 of your definitive proxy statement filed
October 22, 2008 that return on invested cap ital (ROIC) is the “primary metric
relied upon by [your] management to m onitor and evaluate [your] business
performance.” Please tell us how you cons idered enhancing the Overview section
to include a discussion of ROIC and other important matters on which your
executives focus in evaluating financial condition and operating performance to
provide the context for the discussion and analysis of the financial statements pursuant to Section III.A of SEC Release No. 33-8350.
Michael L. Baur
ScanSource, Inc.
April 2, 2009 Page 3 Results of Operations, page 18
4. Please tell us what consideration you ga ve to including a detailed discussion of
ROIC in your MD&A as a key performance metric used to manage your business.
See Section III.B.I of SEC Release No. 33-8350.
5. We note your risk factor disc losure on page 6 that pric ing pressures resulting from
vendor efforts to reduce the number of di stributors with wh ich they do business
may adversely affect your operating results . Please tell us to what extent you
considered the effects, if any, that these pricing pressures have had on your operating results when discussing your results of operations. See Item 303(a)(3)
of Regulation S-K.
Part III
Incorporated by Reference from Definitive Proxy Statement, filed October 22, 2008
Executive Compensation, page 11
Cash Incentives, page 14
6. We note your disclosure that the June 30, 2008 amendment and restatement of
Mr. Baur’s employment agreement will chan ge his bonus structure for fiscal year
2009. In addition, we note that his base salary will be increased by $50,000. In
future filings, please clarify the range in which Mr. Baur’s new compensation package falls within the peer group of compan ies used as part of the assessment of
his total compensation package for fiscal year 2009.
7. We note your disclosure on page 15 that costs associated with forming your
Special Committee were included in the calculation performed in connection with determining Mr. Baur’s annual cash incentiv e award, but were not included in the
calculation performed in connection with determining Mr. Benbenek’s and Ms. Meade’s cash incentive awards. Please advise as to why the Special Committee
costs were included in the calculation used to determine Mr. Baur’s cash incentive
award and not Mr. Benbenek’s and Ms. Meade’s.
Michael L. Baur
ScanSource, Inc.
April 2, 2009 Page 4
8. We note your disclosure on page 16 that Mr . Cleys’ target bonus for fiscal year
2008 was based on a subjective assessment of his performance rather than on the
operating income and ROIC measurements . We further note your disclosure
explaining that the assessment of Mr. Cleys’ performance was based in part on your overall operational performance. In future filings, please describe the
specific items of corporate performance that are take n into account in making
compensation decisions for your named ex ecutive officers whenever corporate
performance is taken into account. See It em 402(b)(2)(v) of Regulation S-K. See
also Item 402(b)(2)(vii) which requires a de scription of the elem ents of individual
performance and/or contribution that are taken into account when making
compensation decisions.
9. We note your disclosure on page 16 that st ock options were granted to all of your
company’s executive officers during fiscal year 2008 as well as the 2008 grants of plan-based awards table on page 20 wher e you report that you granted options to
named executive officers during the fis cal year 2008. Ensure that your
compensation discussion and analysis addr esses this form of compensation in a
materially complete manner, including how the Compensation Committee determined the size of the grant for the named executive officers. See Item 402(b)(2) of Regulations S-K. In this regard, we note the disclosure on page 17
that the Compensation Committee consid ers, among other matters, “overall
Company performance, the number of stoc k options available for award, the value
of the proposed award and the am ount awarded in prior years.”
Part IV
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31.1 and 31.2
10. Please ensure for future filings that th e certifications requi red by Exchange Act
Rule 13a-14(a) are in the exact fo rm required by Item 601(b)(31) of
Regulation S-K. See also SEC Staf f Alert: Annual Report Reminders at
http://www.sec.gov/divisions/corpf in/cfalerts/cfalert030405.htm.
* * * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Michael L. Baur
ScanSource, Inc. April 2, 2009 Page 5 Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Ryan Houseal, Attorney-Advisor at (202) 551-3105 or, in his absence, me at (202) 551-3735 with any other questions.
Sincerely,
Barbara C. Jacobs Assistant Director