Note 13 – Financial Instruments and Risk Management

Foreign Currency Risk - Our functional currency is the U.S. Dollar. By operating internationally, we are subject to foreign currency risk from transactions denominated in currencies other than the U.S. Dollar (“foreign currencies”). Such transactions include sales, certain inventory purchases and operating expenses. As a result of such transactions, portions of our cash, trade accounts receivable and trade accounts payable are denominated in foreign currencies. During both the three- and nine-months ended November 30, 2016, approximately 12 percent of our net sales revenue was in foreign currencies. During the three- and nine-months ended November 30,

2015, approximately 16 and 15 percent, respectively, of our net sales revenue was in foreign currencies. These sales were primarily denominated in British Pounds, Euros, Mexican Pesos, Canadian Dollars, and Venezuelan Bolivars. We make most of our inventory purchases from the Far East and primarily use the U.S. Dollar for such purchases. In our consolidated condensed statements of income, exchange gains and losses resulting from the remeasurement of foreign taxes receivable, taxes payable, deferred tax assets, and deferred tax liabilities, are recognized in their respective income tax lines, and all other foreign exchange gains and losses from remeasurement of the balance sheet are recognized in SG&A. For the three- and nine-months ended November 30, 2016, we recorded net foreign exchange gains (losses) from remeasurement, including the impact of foreign currency hedges and cross-currency debt swaps, of ($0.11) and ($0.60) million, respectively, in SG&A, and ($0.16) and ($0.09) million, respectively, in income tax expense. For the three- and nine-months ended November 30, 2015, we recorded net foreign exchange gains (losses) from remeasurement, including the impact of foreign currency hedges and cross-currency debt swaps, of ($0.44) and ($2.54) million, respectively, in SG&A, and $0.27 and $0.33 million, respectively, in income tax expense.

We hedge against certain foreign currency exchange rate risk by using a series of forward contracts designated as cash flow hedges and mark-to-market derivatives to protect against the foreign currency exchange risk inherent in our forecasted transactions denominated in currencies other than the U.S. Dollar. We do not enter into any forward exchange contracts or similar instruments for trading or other speculative purposes.

Chinese Renminbi Currency Exchange Uncertainties - A significant portion of the products we sell are purchased from third-party manufacturers in China. The Chinese Renminbi has fluctuated against the U.S. Dollar in recent years, devaluing by approximately 6.0 percent against the U.S. Dollar during fiscal year 2016, and by approximately 5.5 percent during the nine months ended November 30, 2016. If China’s currency fluctuates against the U.S. Dollar in the short-to-intermediate term, we cannot accurately predict the impact of those fluctuations on our results of operations. There can be no assurance that foreign exchange rates will be stable in the future or that fluctuations in Chinese foreign currency markets will not have a material adverse effect on our business, financial condition and results of operations.

Venezuelan Bolivar Currency Exchange Uncertainties - In February 2016, the Venezuelan government announced changes to its foreign currency exchange system. These changes included an immediate devaluation of its official exchange rate, now known as DIPRO, from 6.30 Bolivars per U.S. Dollar to 10.00 Bolivars per U.S. Dollar. The changes also included the dissolution of its previous alternative exchange rate systems, and the institution of a new alternative exchange system known as DICOM governing all other transactions not covered by DIPRO. DICOM replaced SIMADI, which closed at February 29, 2016 at approximately 205 Bolivars per U.S. Dollar. DICOM opened in early March 2016 at approximately 207 Bolivars per U.S. Dollar.

As a result of the further devaluation of the official exchange rate, continued economic instability from declines in oil prices and the declaration of an economic emergency, among other factors, we determined that SIMADI was the most appropriate rate to use to re-measure our financial statements as of February 29, 2016. The determination was further substantiated by Venezuela’s announcement of DICOM as an intended market-based rate, which opened at approximately the same rate as SIMADI shortly after the end of our fiscal year. As a result of the adoption of SIMADI, we recorded Venezuelan re-measurement related charges totaling $18.73 million in the fourth quarter of fiscal year 2016.

The Company adopted DICOM in the first quarter of fiscal year 2017. Absent further changes in the exchange system, or unless future developments call for further changes, we intend to use DICOM to re-measure our financial statements going forward. At the current DICOM exchange rate, we expect that U.S. Dollar reported operating results from Venezuela will no longer be meaningful to the Company. Net sales revenue from Venezuela for the three- and nine-months ended November 30, 2016 was $0.16 and $0.53 million, respectively, compared to $7.20 and $17.24 million, respectively, for same periods last year. Operating income (loss) from Venezuela for the three- and nine-months ended November 30, 2016 was $0.05 and $(0.06) million, respectively, compared to $3.12 and $6.44 million, respectively, for same periods last year. Developments within the Venezuelan economy, including any future governmental interventions, are beyond our ability to control or predict, and we cannot assess the impact, if any, such events may have on our Venezuelan business.

Interest Rate Risk – Interest on our outstanding debt as of November 30, 2016 is both floating and fixed. Fixed rates are in place on $40 million of Senior Notes at 3.90% and floating rates are in place on the balance of all other debt outstanding, which totaled $528.11 million as of November 30, 2016. If short-term interest rates increase, we will incur higher interest rates on any outstanding balances under our Credit Agreement and the MBFC Loan.

The fair values of our derivative instruments are as follows:

FAIR VALUES OF DERIVATIVE INSTRUMENTS

(in thousands)


	November 30, 2016
					Prepaid				Accrued
					Expenses				Expenses
		Final			and Other				and Other		Other
		Settlement	Notional		Current		Other		Current		Liabilities,
Derivatives designated as hedging instruments	Hedge Type	Date	Amount		Assets		Assets		Liabilities		Non-current
Foreign currency contracts - sell Euro	Cash flow	2/2018	€	15,750	$	1,186	$	140	$	-	$	-
Foreign currency contracts - sell Canadian Dollars	Cash flow	12/2017	$	19,000		48		1		164		-
Foreign currency contracts - sell Pounds	Cash flow	8/2017	£	6,150		1,224		-		-		-
Foreign currency contracts - sell Mexican Pesos	Cash flow	5/2017	$	9,600		48		-		-		-
Foreign currency contracts - sell Australian Dollars	Cash flow	2/2017	$	250		-		-		5		-
Subtotal						2,506		141		169		-

Derivatives not designated under hedge accounting
Foreign currency contracts - cross-currency debt swaps	(1)	1/2018	$	10,000		-		734		-		-
Total fair value					$	2,506	$	875	$	169	$	-


	February 29, 2016
					Prepaid				Accrued
					Expenses				Expenses
		Final			and Other				and Other		Other
		Settlement	Notional		Current		Other		Current		Liabilities,
Derivatives designated as hedging instruments	Hedge Type	Date	Amount		Assets		Assets		Liabilities		Non-current
Foreign currency contracts - sell Euro	Cash flow	2/2017	€	27,000	$	1,066	$	-	$	-	$	-
Foreign currency contracts - sell Canadian Dollars	Cash flow	6/2017	$	28,000		-		-		495		7
Foreign currency contracts - sell Pounds	Cash flow	2/2017	£	3,450		94		-		-		-
Foreign currency contracts - sell Australian Dollars	Cash flow	8/2016	$	1,650		6		-		-		-
Subtotal						1,166		-		495		7

Derivatives not designated under hedge accounting
Foreign currency contracts - cross-currency debt swap	(1)	1/2018	$	5,000		-		206		-		-
Total fair value					$	1,166	$	206	$	495	$	7

(1)

We have entered into foreign currency contracts referred to as “cross-currency debt swaps”, which in effect adjusts the currency denomination of our 3.90% Senior Notes due January 2018 to the Euro for the notional amounts reported, creating an economic hedge against currency movements. On these contracts, we have not elected hedge accounting.

The pre-tax effect of derivative instruments for the periods covered in this quarterly report are as follows:

PRE-TAX EFFECT OF DERIVATIVE INSTRUMENTS

(in thousands)


	Three Months Ended November 30,
	Gain / (Loss)				Gain / (Loss) Reclassified from
	Recognized in OCI				Accumulated Other Comprehensive					Gain / (Loss) Recognized
	(effective portion)				Income (Loss) into Income					As Income
	2016		2015		Location	2016		2015		Location	2016		2015
Currency contracts - cash flow hedges	$	2,049	$	1,841	SG&A	$	522	$	263		$	-	$	-
Cross-currency debt swaps - principal		-		-			-		-	SG&A		493		324
Cross-currency debt swaps - interest		-		-			-		-	Interest Expense		-		-
Total	$	2,049	$	1,841		$	522	$	263		$	493	$	324

	Nine Months Ended November 30,
	Gain / (Loss)				Gain / (Loss) Reclassified from
	Recognized in OCI				Accumulated Other Comprehensive					Gain / (Loss) Recognized
	(effective portion)				Income (Loss) into Income					As Income
	2016		2015		Location	2016		2015		Location	2016		2015
Currency contracts - cash flow hedges	$	2,319	$	2,653	SG&A	$	505	$	503		$	-	$	-
Cross-currency debt swaps - principal		-		-			-		-	SG&A		528		324
Cross-currency debt swaps - interest		-		-			-		-	Interest Expense		35		-
Total	$	2,319	$	2,653		$	505	$	503		$	563	$	324

We expect pre-tax net gains of $2.34 million associated with foreign currency contracts currently reported in accumulated other comprehensive income, to be reclassified into income over the next twelve months. The amount ultimately realized, however, will differ as exchange rates change and the underlying contracts settle.

Counterparty Credit Risk - Financial instruments, including foreign currency contracts, expose us to counterparty credit risk for nonperformance. We manage our exposure to counterparty credit risk by only dealing with counterparties who are substantial international financial institutions with significant experience using such derivative instruments. Although our theoretical credit risk is the replacement cost at the then-estimated fair value of these instruments, we believe that the risk of incurring credit losses is remote.