Fair Value Measurements

6 Months Ended

Sep. 30, 2015

12. Fair Value Measurements

The following table summarizes the Company’s financial assets and liabilities measured at fair value, by level within the fair value hierarchy at September 30, 2015 and March 31, 2015:

	September 30, 2015								March 31, 2015
			Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
			Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Assets
Short-term investments
Mutual funds	$	1,339,000	$	1,339,000		-		-	$	699,000	$	699,000		-		-

Liabilities
Accrued liabilities
Contingent consideration		398,000		-		-	$	398,000		-		-		-		-
Other current liabilities
Deferred compensation		1,339,000		1,339,000		-		-		699,000		699,000		-		-
Forward foreign currency exchange contracts		1,542,000		-	$	1,542,000		-		1,193,000		-	$	1,193,000		-
Other liabilities
Warrant liability		12,248,000		-		-		12,248,000		10,506,000		-		-	$	10,506,000
Contingent consideration		942,000		-		-		942,000		-		-		-		-

Short-term Investments and Deferred Compensation

The Company’s short-term investments, which fund its deferred compensation liabilities, consist of investments in mutual funds. These investments are classified as Level 1 as the shares of these mutual funds trade with sufficient frequency and volume to enable the Company to obtain pricing information on an ongoing basis.

Forward Foreign Currency Exchange

The forward foreign currency exchange contracts are primarily measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. During the three months ended September 30, 2015 and 2014, losses of $527,000 and $361,000, respectively, were recorded in general and administrative expenses due to the change in the value of the forward foreign currency exchange contracts. During the six months ended September 30, 2015 and 2014, losses of $349,000 and $128,000, respectively, were recorded in general and administrative expenses due to the change in the value of the forward foreign currency exchange contracts.

Warrant Liability

The Company estimates the fair value of the warrant liability using level 3 inputs and the Monte Carlo simulation model at each balance sheet date. This amount is recorded as a warrant liability which is included in other liabilities in the consolidated balance sheets at September 30, 2015 and March 31, 2015. Any subsequent changes from the initial recognition in the fair value of the warrant liability are recorded in current period earnings as a general and administrative expense. During the three months ended September 30, 2015 and 2014, losses of $600,000 and $1,389,000, respectively, were recorded in general and administrative expenses due to the change in the fair value of the warrant liability. During the six months ended September 30, 2015 and 2014, losses of $1,742,000 and $275,000, respectively, were recorded in general and administrative expenses due to the change in the fair value of the warrant liability.

The assumptions used to determine the fair value of the Supplier Warrant recorded as warrant liability were:

	September 30, 2015
Risk free interest rate		0.64	%
Expected life in years		2.00
Expected volatility		44.50	%
Dividend yield		-
Probability of future financing		0	%

The risk free interest rate used was based on U.S. treasury-note yields with terms commensurate with the remaining term of the warrant. The expected life is based on the remaining contractual term of the warrant and the expected volatility is based on the Company’s daily historical volatility over a period commensurate with the remaining term of the warrant.

Contingent Consideration

The fair value of the contingent consideration of the OE Plus acquisition discussed in Note 2 was $1,320,000 at the acquisition date based on an option pricing model. The contingent consideration is a Level 3 liability recorded in accrued expenses and other liabilities in the Company’s consolidated balance sheet at September 30, 2015. Any subsequent changes from the initial recognition in the fair value of the contingent consideration liability are recorded in current period earnings as a general and administrative expense. During the three and six months ended September 30, 2015, a loss of $20,000 was recorded in general and administrative expenses due to the change in the fair value of the contingent consideration.

The assumptions used to determine the fair value of the contingent consideration were:

	September 30, 2015
Expected volatility		35.00	%
Probability		90.00	%
Counter party present value factor		5.62	%

In addition to the above assumptions, a risk-free interest rate ranging from 0.23% to 1.28% commensurate with the term of the contingent consideration was used.

The following table summarizes the activity for Level 3 fair value measurements:

	Three Months Ended September 30,								Six Months Ended September 30,
	2015				2014				2015				2014
	Supplier Warrant		Contingent Consideration		Supplier Warrant		Contingent Consideration		Supplier Warrant		Contingent Consideration		Supplier Warrant		Contingent Consideration
Beginning balance	$	11,648,000	$	1,320,000	$	8,933,000	$	-	$	10,506,000	$	-	$	10,047,000	$	-
Newly issued		-		-		-		-		-		1,320,000		-		-
Total (gain) loss included in net loss		600,000		20,000		1,389,000		-		1,742,000		20,000		275,000		-
Exercises/settlements		-		-		-		-		-		-		-		-
Net transfers in (out) of Level 3		-		-		-		-		-		-		-		-
Ending balance	$	12,248,000	$	1,340,000	$	10,322,000	$	-	$	12,248,000	$	1,340,000	$	10,322,000	$	-

During the six months ended September 30, 2015, the Company had no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

The carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these instruments. The carrying amounts of the revolving loans, term loans and other long-term liabilities approximate their fair value based on the variable nature of interest rates and current rates for instruments with similar characteristics.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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