Document and Entity Information
Document and Entity Information | 3 Months Ended |
Apr. 02, 2016shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Apr. 2, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | IM |
Entity Registrant Name | INGRAM MICRO INC |
Entity Central Index Key | 1,018,003 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 148,522,413 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Apr. 02, 2016 | Jan. 02, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,124,184 | $ 935,267 |
Trade accounts receivable (less allowances of $61,970 and $59,437 at April 2, 2016 and January 2, 2016, respectively) | 4,693,351 | 5,663,754 |
Inventory | 3,565,022 | 3,457,016 |
Other current assets | 462,479 | 475,813 |
Total current assets | 9,845,036 | 10,531,850 |
Property and equipment, net | 386,496 | 381,414 |
Goodwill | 859,157 | 843,001 |
Intangible assets, net | 436,532 | 374,674 |
Other assets | 175,614 | 169,750 |
Total assets | 11,702,835 | 12,300,689 |
Current liabilities: | ||
Accounts payable | 5,696,355 | 6,353,511 |
Accrued expenses | 574,902 | 620,501 |
Short-term debt and current maturities of long-term debt | 127,345 | 134,103 |
Total current liabilities | 6,398,602 | 7,108,115 |
Long-term debt, less current maturities | 1,091,060 | 1,090,702 |
Other liabilities | 190,239 | 134,086 |
Total liabilities | $ 7,679,901 | $ 8,332,903 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $0.01 par value, 25,000 shares authorized; no shares issued and outstanding | $ 0 | $ 0 |
Additional paid-in capital | 1,514,475 | 1,503,043 |
Treasury stock, 46,957 and 46,958 shares at April 2, 2016 and January 2, 2016, respectively | (892,909) | (892,925) |
Retained earnings | 3,515,000 | 3,513,101 |
Accumulated other comprehensive loss | (115,589) | (157,387) |
Total stockholders’ equity | 4,022,934 | 3,967,786 |
Total liabilities and stockholders’ equity | 11,702,835 | 12,300,689 |
Class A Common Stock, $0.01 par value, 500,000 shares authorized; 195,479 and 195,320 shares issued and 148,522 and 148,362 shares outstanding at April 2, 2016 and January 2, 2016, respectively | ||
Stockholders’ equity: | ||
Common Stock | 1,957 | 1,954 |
Class B Common Stock, $0.01 par value, 135,000 shares authorized; no shares issued and outstanding | ||
Stockholders’ equity: | ||
Common Stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Apr. 02, 2016 | Jan. 02, 2016 |
Allowances for trade accounts receivable | $ 61,970 | $ 59,437 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 46,957,000 | 46,958,000 |
Class A Common Stock | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common Stock, shares issued (in shares) | 195,479,000 | 195,320,000 |
Common Stock, shares outstanding (in shares) | 148,522,000 | 148,362,000 |
Class B Common Stock | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 135,000,000 | 135,000,000 |
Common Stock, shares issued (in shares) | 0 | 0 |
Common Stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENT OF INCOM
CONSOLIDATED STATEMENT OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 9,336,601 | $ 10,644,426 |
Cost of sales | 8,704,905 | 10,026,965 |
Gross profit | 631,696 | 617,461 |
Operating expenses: | ||
Selling, general and administrative | 549,702 | 499,775 |
Amortization of intangible assets | 27,025 | 15,931 |
Reorganization costs | 16,566 | 4,040 |
Total operating expenses | 593,293 | 519,746 |
Income from operations | 38,403 | 97,715 |
Other expense (income): | ||
Interest income | (1,141) | (458) |
Interest expense | 20,472 | 22,158 |
Net foreign currency exchange loss | 8,527 | 7,538 |
Other | 3,082 | 3,462 |
Total other expense (income) | 30,940 | 32,700 |
Income before income taxes | 7,463 | 65,015 |
Provision for income taxes | 5,564 | 21,740 |
Net income | $ 1,899 | $ 43,275 |
Basic earnings per share (in dollars per share) | $ 0.01 | $ 0.28 |
Diluted earnings per share (in dollars per share) | $ 0.01 | $ 0.27 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 1,899 | $ 43,275 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 41,798 | (41,114) |
Other comprehensive income (loss), net of tax | 41,798 | (41,114) |
Comprehensive income | $ 43,697 | $ 2,161 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 1,899 | $ 43,275 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 51,906 | 37,321 |
Stock-based compensation | 8,033 | 6,514 |
Excess tax benefit from stock-based compensation | (552) | (59) |
Gain on sale of property and equipment | (580) | (62) |
Noncash charges for interest and bond discount amortization | 705 | 792 |
Deferred income taxes | 468 | 19,653 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Trade accounts receivable | 1,070,033 | 1,070,791 |
Inventory | (31,763) | (132,717) |
Other current assets | 47,932 | (83,217) |
Accounts payable | (594,950) | (695,593) |
Change in book overdrafts | (210,101) | (136,837) |
Accrued expenses | (68,456) | (70,890) |
Cash provided by operating activities | 274,574 | 58,971 |
Cash flows from investing activities: | ||
Capital expenditures | (23,720) | (21,767) |
Proceeds from sale of property and equipment | 343 | 111 |
Acquisition and earn-out payments, net of cash acquired | (66,505) | (88,561) |
Cash used by investing activities | (89,882) | (110,217) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 2,879 | 704 |
Excess tax benefit from stock-based compensation | 552 | 59 |
Net repayments of revolving credit facilities | (13,214) | (123,676) |
Cash used by financing activities | (9,783) | (122,913) |
Effect of exchange rate changes on cash and cash equivalents | 14,008 | (8,735) |
Increase (decrease) in cash and cash equivalents | 188,917 | (182,894) |
Cash and cash equivalents, beginning of period | 935,267 | 692,777 |
Cash and cash equivalents, end of period | $ 1,124,184 | $ 509,883 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Apr. 02, 2016 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Ingram Micro Inc. and its subsidiaries are primarily engaged in the distribution of information technology (“IT”) products, commerce and fulfillment services and mobile device lifecycle services worldwide. Ingram Micro Inc. and its subsidiaries operate in North America; Europe; Asia-Pacific (which includes Middle East and Africa); and Latin America. The consolidated financial statements include the accounts of Ingram Micro Inc. and its subsidiaries. Unless the context otherwise requires, the use of the terms “Ingram Micro,” “we,” “us” and “our” in these notes to the consolidated financial statements refers to Ingram Micro Inc. and its subsidiaries. These consolidated financial statements have been prepared by us, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all material adjustments (consisting of only normal, recurring adjustments) necessary to fairly state our consolidated financial position as of April 2, 2016 , our consolidated results of operations and comprehensive income for the thirteen weeks ended April 2, 2016 and April 4, 2015 and our consolidated cash flows for the thirteen weeks ended April 2, 2016 and April 4, 2015 . All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under the applicable rules and regulations of the SEC, these consolidated financial statements do not include all disclosures and footnotes normally included with annual consolidated financial statements and, accordingly, should be read in conjunction with the consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K filed with the SEC for the year ended January 2, 2016 . The consolidated results of operations for the thirteen weeks ended April 2, 2016 may not be indicative of the consolidated results of operations that can be expected for the full year. Book Overdrafts Book overdrafts of $218,527 and $428,628 as of April 2, 2016 and January 2, 2016 , respectively, represent checks issued on disbursement bank accounts but not yet paid by such banks. These amounts are classified as accounts payable in our consolidated balance sheet. We typically fund these overdrafts through normal collections of funds or transfers from other bank balances at other financial institutions. Under the terms of our facilities with the banks, the respective financial institutions are not legally obligated to honor the book overdraft balances as of April 2, 2016 and January 2, 2016 , or any balance on any given date. Trade Accounts Receivable Factoring Programs We have several uncommitted factoring programs under which trade accounts receivable of several large customers may be sold, without recourse, to financial institutions. Available capacity under these programs is dependent on the amount of trade accounts receivable already sold into these programs and the financial institutions’ willingness to purchase such receivables. At April 2, 2016 and January 2, 2016 , we had a total of $314,249 , and $388,358 , respectively, of trade accounts receivable sold to and held by financial institutions under these programs. Factoring fees of $1,329 and $1,320 incurred for the thirteen weeks ended April 2, 2016 and April 4, 2015 , respectively, related to the sale of trade accounts receivable under these facilities are included in “other” in the other expense (income) section of our consolidated statement of income. Change in Accounting Principle and Reclassification During the three months ended April 2, 2016 , we adopted the provisions of Accounting Standards Update ("ASU") 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. Additionally, we also adopted ASU 2015-15, "Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-Of-Credit Arrangements and Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting". ASU 2015-15 allows debt issuance costs to be presented as an asset and amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. As a result of the adoption of these ASUs, our consolidated balance sheet as of January 2, 2016 reflects a $6,571 reduction of other long-term assets and long-term debt, respectively, to conform to the current year presentation. |
Plan of Merger
Plan of Merger | 3 Months Ended |
Apr. 02, 2016 | |
Business Combinations [Abstract] | |
Plan of Merger | Plan of Merger On February 17, 2016, we announced that we entered into an agreement and plan of merger (the “Merger Agreement”) with Tianjin Tianhai Investment Company, Ltd. (“Tianjin Tianhai”) a joint stock company existing under the laws of the People’s Republic of China (the “PRC”) and listed on the Shanghai Stock Exchange, and GCL Acquisition, Inc., a Delaware corporation and an indirect subsidiary of Tianjin Tianhai (“Merger Subsidiary”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into Ingram Micro Inc. (the “Merger”), with Ingram Micro Inc. surviving as a subsidiary of Tianjin Tianhai. Concurrently with the execution of the Merger Agreement, HNA Group Co., Ltd., a limited company existing under the laws of the PRC (“HNA Group” or the “Guarantor”), an affiliate of Parent and Merger Subsidiary, has executed and delivered a guarantee (the “Guarantee”) in favor of the Company. Pursuant to the Guarantee, the Guarantor has agreed to (i) guarantee Tianjin Tianhai’s obligation to pay the Merger Consideration (as defined below) and any reverse termination fee in accordance with the terms of the Merger Agreement and (ii) assume the rights and obligations under the Merger Agreement in the event that the approval of Tianjin Tianhai’s shareholders is not obtained in accordance with the terms of the Guarantee. The consummation of the Merger is subject to the satisfaction or permitted waiver of closing conditions set forth in the Merger Agreement and is expected to occur in the second half of 2016. Upon closing, we will become a part of HNA Group and will operate as a subsidiary of Tianjin Tianhai. We expect to continue to have our headquarters in Irvine, California and expect that our executive management team will remain in place, with Alain Monié continuing to lead as CEO. At the effective time of the Merger, each share of Ingram Micro’s Class A common stock issued and outstanding immediately before the closing, other than certain excluded shares, will be converted to the right to receive $38.90 in cash, without interest (the “Merger Consideration”). Shares of Class A common stock held by Ingram Micro (other than shares in an employee stock plan of Ingram Micro) or any of its subsidiaries and shares owned by Tianjin Tianhai or any of its subsidiaries, and shares owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law will not be entitled to receive the Merger Consideration. The Merger Agreement requires that the Merger be approved by the holders of a majority of the outstanding shares of the Company’s common stock as well as the vote of at least two-thirds of the voting stock held by the shareholders present at a meeting of Tianjin Tianhai’s shareholders, excluding any shares held by HNA Group. If Tianjin Tianhai’s shareholders do not approve the Merger, HNA Group will assume Tianjin Tianhai’s rights and obligations under the Merger Agreement. The Merger Agreement will be presented to Ingram Micro’s shareholders at a meeting to be announced in the future. Consummation of the Merger is subject to other customary closing conditions and contains customary representations, warranties and covenants by each party. During the period between the signing of the Merger Agreement and the effective time of the Merger, Ingram Micro is required to operate its business in the ordinary course and consistent with past practice. Under the Merger Agreement, Ingram Micro shall not declare dividends or repurchase shares of its common stock and shall maintain an average of month-end cash and cash equivalents for the three month period prior to the closing in excess of US $424,000 . The Merger Agreement also requires that Ingram Micro abide by customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to and enter into discussions with third parties regarding alternative acquisition proposals. The Merger Agreement provides that Ingram Micro may not without the consent of Tianjin Tianhai (which consent shall not be unreasonably withheld) incur new debt or make new loans, except for (a) any indebtedness or guarantee incurred in the ordinary course of business consistent with past practice pursuant to Ingram Micro’s existing credit or banking facilities, trade accounts receivable backed financing programs or trade accounts receivable factoring programs, (b) any refinancings, renewals or amendments in the ordinary course of business consistent with past practice of Ingram Micro’s existing credit or banking facilities, trade accounts receivable backed financing programs or trade accounts receivable factoring programs, and (c) entering into any long-term committed facilities less than US $100,000 . |
Share Repurchase Program
Share Repurchase Program | 3 Months Ended |
Apr. 02, 2016 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program In July 2015, our Board of Directors authorized a new three-year, $300,000 share repurchase program, which supplemented our previously authorized $400,000 share repurchase program which was completely utilized in 2015. Our new $300,000 share repurchase program expires on July 29, 2018, and had $165,068 remaining for repurchase at April 2, 2016 . Under these programs, we may repurchase shares in the open market and through privately negotiated transactions. Our repurchases are funded with available borrowing capacity and cash. The timing and amount of specific repurchase transactions will depend upon market conditions, corporate considerations and applicable legal and regulatory requirements. We account for repurchased shares of common stock as treasury stock. Treasury shares are recorded at cost and are included as a component of stockholders’ equity in our consolidated balance sheet. We have issued shares of common stock out of our cumulative balance of treasury shares. Such shares are issued to certain of our associates upon the exercise of their options or vesting of their equity awards under the Ingram Micro Inc. 2011 Incentive Plan, as amended (the "2011 Incentive Plan") (see Note 5, "Stock-Based Compensation"). Pursuant to the Merger Agreement, our share repurchase program has been discontinued effective February 17, 2016. Our treasury stock issuance activity for the thirteen weeks ended April 2, 2016 is summarized in the table below: Shares Weighted Amount Cumulative balance of treasury stock at January 2, 2016 46,958 $ 19.02 $ 892,925 Issuance of Class A Common Stock (1 ) 16.77 (16 ) Cumulative balance of treasury stock at April 2, 2016 46,957 $ 19.02 $ 892,909 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Apr. 02, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We report a dual presentation of Basic Earnings per Share (“Basic EPS”) and Diluted Earnings per Share (“Diluted EPS”). Basic EPS excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted EPS uses the treasury stock method to compute the potential dilution that could occur if stock-based awards and other commitments to issue common stock were exercised. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an anti-dilutive effect. The computation of Basic and Diluted EPS is as follows: Thirteen Weeks Ended April 2, 2016 April 4, 2015 Net income $ 1,899 $ 43,275 Weighted average shares 148,413 156,244 Basic EPS $ 0.01 $ 0.28 Weighted average shares, including the dilutive effect of stock-based awards (3,408 and 3,959 for the thirteen weeks ended April 2, 2016 and April 4, 2015, respectively) 151,821 160,203 Diluted EPS $ 0.01 $ 0.27 There were approximately 6 and 2,083 stock-based awards for the thirteen weeks ended April 2, 2016 and April 4, 2015 , respectively, that were not included in the computation of Diluted EPS because the exercise price was greater than the average market price of the Class A Common Stock during the respective periods, thereby having an antidilutive effect. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Apr. 02, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We currently have a single stock incentive plan, the 2011 Incentive Plan, amended during the second quarter of 2013, for the granting of equity-based incentive awards. We grant time- and/or performance-vested restricted stock and/or restricted stock units, in addition to stock options, to key employees and members of our Board of Directors. The performance measures for vesting of restricted stock and restricted stock units for grants to management for the periods presented are based on earnings growth, return on invested capital, total shareholder return, income from operations as a percent of revenue and income before tax. Awards granted under the 2011 Incentive Plan were as follows: Thirteen Weeks Ended April 2, April 4, Stock options granted (a) 5 — Restricted stock and restricted stock units granted (a) 88 18 Stock-based compensation expense $ 8,033 $ 6,514 Related income tax benefit $ 2,788 $ 2,181 Exercised stock options 144 38 Vested restricted stock and/or restricted stock units (b) 20 15 (a) As of April 2, 2016 , approximately 10,592 shares were available for grant under the 2011 Incentive Plan, taking into account granted options, time-vested restricted stock units/awards and performance-vested restricted stock units assuming maximum achievement. (b) During the thirteen weeks ended April 2, 2016 and April 4, 2015 , there were zero shares issued based on performance-based grants previously approved by the Human Resources Committee of the Board of Directors. The remainder of the shares are time-based grants. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Apr. 02, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We use foreign currency forward contracts that are not designated as hedges primarily to manage currency risk associated with foreign currency-denominated trade accounts receivable, accounts payable and intercompany loans. The notional amounts and fair values of derivative instruments in our consolidated balance sheet were as follows: Notional Amounts (1) Fair Value April 2, January 2, April 2, January 2, Derivatives not receiving hedge accounting treatment recorded in: Other current assets Foreign exchange contracts $ 289,800 $ 1,669,296 $ 3,160 $ 54,133 Accrued expenses Foreign exchange contracts 1,648,659 618,961 (43,631 ) (8,217 ) Total $ 1,938,459 $ 2,288,257 $ (40,471 ) $ 45,916 (1) Notional amounts represent the gross amount of foreign currency bought or sold at maturity for foreign exchange contracts. The amount recognized in earnings from our derivative instruments not receiving hedge accounting treatment, including ineffectiveness, is recorded in net foreign exchange (gain) loss as follows and was largely offset by the change in fair value of the underlying hedged assets or liabilities: Thirteen Weeks Ended April 2, 2016 April 4, 2015 Net gain (loss) recognized in earnings $ 56,970 $ 103,723 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – observable market-based inputs or unobservable inputs that are corroborated by market data; and Level 3 – unobservable inputs that are not corroborated by market data. As of April 2, 2016 , our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: April 2, 2016 Total Level 1 Level 2 Level 3 Assets: Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit $ 280,367 $ 280,367 $ — $ — Marketable trading securities (a) 51,871 51,871 — — Derivative assets 3,160 — 3,160 — Total assets at fair value $ 335,398 $ 332,238 $ 3,160 $ — Liabilities: Derivative liabilities $ 43,631 $ — $ 43,631 $ — Contingent consideration 17,242 — — 17,242 Total liabilities at fair value $ 60,873 $ — $ 43,631 $ 17,242 (a) Included in other current assets in our consolidated balance sheet. As of January 2, 2016 , our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: January 2, 2016 Total Level 1 Level 2 Level 3 Assets: Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit $ 201,051 $ 201,051 $ — $ — Marketable trading securities (a) 51,720 51,720 — — Derivative assets 54,133 — 54,133 — Total assets at fair value $ 306,904 $ 252,771 $ 54,133 $ — Liabilities: Derivative liabilities $ 8,217 $ — $ 8,217 $ — Contingent consideration 3,371 — — 3,371 Total liabilities at fair value $ 11,588 $ — $ 8,217 $ 3,371 (a) Included in other current assets in our consolidated balance sheet. The fair value of the cash equivalents approximated cost and the gain or loss on the marketable trading securities was recognized in the consolidated statement of income to reflect these investments at fair value. Our senior unsecured notes due in 2024 , 2022 and 2017 are stated at amortized cost, and their respective fair values were determined based on Level 2 criteria. The fair values and carrying values of these notes are shown in the table below: April 2, 2016 Fair Value Total Level 1 Level 2 Level 3 Carrying Value Liabilities: Senior unsecured notes, 5.25% due 2017 $ 312,189 $ — $ 312,189 $ — $ 299,414 Senior unsecured notes, 5.00% due 2022 294,864 — 294,864 — 297,044 Senior unsecured notes, 4.95% due 2024 487,035 — 487,035 — 494,587 $ 1,094,088 $ — $ 1,094,088 $ — $ 1,091,045 January 2, 2016 Fair Value Total Level 1 Level 2 Level 3 Carrying Value Liabilities: Senior unsecured notes, 5.25% due 2017 $ 313,039 $ — $ 313,039 $ — $ 299,313 Senior unsecured notes, 5.00% due 2022 301,867 — 301,867 — 296,928 Senior unsecured notes, 4.95% due 2024 501,515 — 501,515 — 494,432 $ 1,116,421 $ — $ 1,116,421 $ — $ 1,090,673 |
Acquisitions, Goodwill and Inta
Acquisitions, Goodwill and Intangible Assets | 3 Months Ended |
Apr. 02, 2016 | |
Business Combinations [Abstract] | |
Acquisitions, Goodwill and Intangible Assets | Acquisitions, Goodwill and Intangible Assets On January 20, 2016, we acquired all of the outstanding shares of Dupaco Holding B.V., ("Dupaco"), a leading distributor of high-value data center and open source solutions in the Netherlands, for a payment of $ 7,036 , net of cash acquired, and an estimated future earn-out payment of $1,835 . The major classes of assets and liabilities to which we preliminarily allocated the purchase price were $7,027 to identifiable intangible assets, and $560 to goodwill. The identifiable intangible assets primarily consist of customer relationships with an estimated useful life of ten years. The goodwill recognized in connection with this acquisition is primarily attributable to the assembled workforce and the enhancement of high-value advanced solutions to our distribution business in Europe. On March 1, 2016, we acquired certain business and assets of Connector Systems Holdings Limited and Connector Systems Holdings Pty Limited ("Connector Systems"), a value-added distributor that specializes in cabling, networking and software in Australia and New Zealand for a payment of $3,608 , net of cash acquired, and an estimated future earn-out of $1,724 . The major classes of assets and liabilities to which we preliminarily allocated the purchase price were $4,344 to goodwill. The goodwill recognized in connection with this acquisition is primarily attributable to the assembled workforce and the enhancement of value-added solutions to our distribution business in Australia and New Zealand. On March 17, 2016, we acquired all of the outstanding shares of NetXUSA, Inc. ("NetXUSA"), a unified communications and collaboration value-added distributor focused on voice over internet protocol solutions and IP phones for telecommunications service providers and resellers for a payment of $55,640 , net of cash acquired, and an estimated future earn-out payment of $10,300 . The major classes of assets and liabilities to which we preliminarily allocated the purchase price were $56,404 to goodwill. The goodwill recognized in connection with this acquisition is primarily attributable to the assembled workforce and the enhancement of unified communications and collaboration solutions to our distribution business in North America. These entities have been included in our consolidated results of operations since their respective acquisition dates. Pro forma results of operations have not been presented for the 2016 acquisitions because the effects of the business combinations for these acquisitions, individually and in aggregate, were not material to our consolidated results of operations. For our recent acquisitions, asset valuations are still in progress and the amounts preliminarily allocated to goodwill and intangible assets will be finalized in near future. During 2015, we acquired all the outstanding shares of Grupo Acâo ("Acâo"), a Latin American leading provider of value-add IT solutions, for a cash payment of $68,654 , net of cash acquired. The major class of assets and liabilities to which we preliminarily allocated the purchase price was $58,043 to goodwill. The goodwill recognized in connection with this acquisition is primarily attributable to assembled workforce and the enhancement of value-add IT solutions to our distribution business in Latin America. During the thirteen weeks ended April 2, 2016, we made an additional cash payment of $221 and updated our preliminary purchase price allocation and recorded $31,800 to intangible assets and $26,931 to goodwill. The identifiable intangible assets primarily consist of customer relationships, a non-compete agreement, and a trade name with estimated useful lives that range from two to eleven years. During 2015, we acquired all the outstanding shares of DocData, for a cash payment of $144,752 , net of cash acquired. DocData is a European provider of order fulfillment, returns logistics and on-line payment services that also provides commerce solutions to major retailers, brands and promising start-ups. The major class of assets and liabilities to which we preliminarily allocated the purchase price was $133,538 to goodwill. The goodwill recognized in connection with this acquisition is primarily attributable to the assembled workforce and the enhancement of our commerce and fulfillment services business. During the thirteen weeks ended April 2, 2016, we updated our preliminary purchase price allocation and recorded $42,552 to intangible assets and $102,171 to goodwill. The identifiable intangible assets primarily consist of customer relationships and software with estimated useful lives that range from three to ten years. Finite-lived identifiable intangible assets are amortized over their remaining estimated lives ranging up to 13 years with the predominant amounts having lives of 2 to 11 years. The gross and net carrying amounts of finite-lived identifiable intangible assets are as follows: April 2, January 2, Gross carrying amount of finite-lived intangible assets $ 608,660 $ 537,308 Net carrying amount of finite-lived intangible assets $ 436,532 $ 374,674 During the thirteen weeks ended April 2, 2016 , we wrote-off a previously acquired customer relationship of $5,832 , as the result of the integration of certain operations into our existing facilities. There were no additional impairments to our other intangible assets. |
Reorganization Costs
Reorganization Costs | 3 Months Ended |
Apr. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Reorganization Costs | Reorganization Costs Reorganization Actions On February 13, 2014 we announced a plan to proceed with a global organizational effectiveness program that involved aligning and leveraging our infrastructure globally with our evolving businesses, opportunities and resources, and de-layering and simplifying the organization. On May 4, 2015, we announced our intention to take certain global actions to further streamline our cost structure. As a result of these actions, we recognized net reorganization charges of $16,566 , and $4,040 during the thirteen weeks ended April 2, 2016 and April 4, 2015 , respectively, which primarily related to employee termination benefits of $16,652 and $3,287 , respectively. A summary of the reorganization and expense-reduction program costs incurred in the thirteen weeks ended April 2, 2016 and April 4, 2015 , are as follows: Reorganization Costs Headcount Reduction Employee Termination Benefits Facility and Other Costs Total Reorganization Costs Adjustments to Prior Year Costs Total Costs Thirteen weeks ended April 2, 2016 North America $ 3,205 $ 199 $ 3,404 $ (539 ) $ 2,865 Europe 11,822 470 12,292 — 12,292 Asia-Pacific 1,063 213 1,276 (429 ) 847 Latin America 562 — 562 — 562 Total 358 $ 16,652 $ 882 $ 17,534 $ (968 ) $ 16,566 Thirteen weeks ended April 4, 2015 North America $ 789 $ 33 $ 822 $ — $ 822 Europe 1,958 221 2,179 — 2,179 Asia-Pacific 511 — 511 — 511 Latin America 29 499 528 — 528 Total 71 $ 3,287 $ 753 $ 4,040 $ — $ 4,040 The remaining liabilities and 2016 activities associated with the aforementioned actions are summarized in the table below: Reorganization Liability Remaining Liability at January 2, 2016 Expenses (Income), Net Amounts Paid Foreign Currency Translation Remaining Liability at April 2, 2016 (a) Reorganization actions Employee termination benefits $ 15,429 $ 16,113 (b) $ (9,249 ) $ (139 ) $ 22,154 Facility and other costs 804 453 (c) (1,016 ) — 241 $ 16,233 $ 16,566 $ (10,265 ) $ (139 ) $ 22,395 (a) We expect the remaining liabilities to be substantially utilized by the end of 2016. (b) Adjustments reflected in the table above include reductions of $539 to 2015 and 2014 reorganization plan liabilities, respectively, recorded in the prior year in North America for lower than expected employee termination benefits. (c) Adjustments reflected in the table above include a reduction of $429 to reorganization liabilities recorded in the prior year in Asia-Pacific for lower than expected facility and other costs. |
Debt
Debt | 3 Months Ended |
Apr. 02, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying value of our outstanding debt consists of the following: April 2, 2016 January 2, 2016 Senior unsecured notes, 4.95% due 2024, net of unamortized discou nt of $1,525 and $1,569, respectively, and net of unamortized deferred financing costs of $3,888 and $3,999, respectively. $ 494,587 $ 494,432 Senior unsecured notes, 5.00% due 2022, net of unamortized discount of $1,142 and $1,187, respectively, and net of unamortized deferred financing costs of $1,814 and $1,885, respectively. 297,044 296,928 Senior unsecured notes, 5.25% due 2017, net of unamortized deferred financing costs of $586 and $687, respectively. 299,414 299,313 Lines of credit and other debt 127,360 134,132 1,218,405 1,224,805 Short-term debt and current maturities of long-term debt (127,345 ) (134,103 ) $ 1,091,060 $ 1,090,702 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate for the thirteen weeks ended April 2, 2016 was 74.6% compared to 33.4% for the thirteen weeks ended April 4, 2015 . Under U.S. accounting rules for income taxes, quarterly effective tax rates may vary significantly depending on the actual operating results in the various tax jurisdictions, as well as changes in the valuation allowance related to the expected recovery of deferred tax assets. Our effective tax rate for the thirteen weeks ended April 2, 2016 increased by forty-one percentage points over the effective tax rate for the thirteen weeks ended April 4, 2015 primarily due to the low amount of profit before tax in the quarter relative to foreign losses incurred for which we cannot recognize a tax benefit. We currently expect our full year 2016 effective tax rate to be approximately 30% . However, effective tax rates may vary significantly depending on the actual operating results in the various tax jurisdictions, as well as changes in the valuation allowance related to the expected recovery of our deferred tax assets. The thirteen weeks ended April 2, 2016 included net discrete benefits of approximately $94 , or 1.3 percentage points of the effective tax rate. The thirteen weeks ended April 4, 2015 included net discrete benefits of approximately $609 which represents 0.9 percentage point of the effective tax rate. Our effective tax rate differed from the U.S. federal statutory rate of 35% during these periods primarily due to the items noted above, as well as the relative mix of earnings or losses within the tax jurisdictions in which we operate, such as: (a) earnings in lower-tax jurisdictions for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the United States; (b) losses in certain jurisdictions in which we are not able to record a tax benefit; and (c) changes in the valuation allowance on deferred tax assets. At April 2, 2016 , we had gross unrecognized tax benefits of $23,566 compared to $23,445 at January 2, 2016 , representing a net decrease of $121 during the thirteen weeks ended April 2, 2016 . Substantially all of the gross unrecognized tax benefits, if recognized, would impact our effective tax rate in the period of recognition. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. In addition to the gross unrecognized tax benefits identified above, the interest and penalties recorded to date by us totaled $6,971 and $6,652 at April 2, 2016 and January 2, 2016 , respectively. Our future effective tax rate will continue to be affected by changes in the relative mix of taxable income and losses in the tax jurisdictions in which we operate, changes in the valuation of deferred tax assets, or changes in tax laws or interpretations thereof. In addition, our income tax returns are subject to continuous examination by the IRS and other tax authorities. The IRS has concluded its examinations of tax years prior to 2012. It is possible that within the next twelve months, ongoing tax examinations in the United States and several of our foreign jurisdictions may be resolved, that new tax exams may commence and that other issues may be effectively settled. However, we do not expect our assessment of unrecognized tax benefits to change significantly over that time. |
Segment Information
Segment Information | 3 Months Ended |
Apr. 02, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our reporting units coincide with the geographic operating segments which include North America, Europe, Asia-Pacific, and Latin America. The measure of segment profit is income from operations. Geographic areas in which we operated our reporting segments during 2016 include North America (the United States and Canada), Europe (Austria, Belgium, Denmark, France, Finland, Germany, Hungary, Italy, the Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden, Switzerland and the United Kingdom), Asia-Pacific (Australia, the People’s Republic of China including Hong Kong, Egypt, India, Indonesia, Israel, Lebanon, Malaysia, Morocco, New Zealand, Pakistan, Saudi Arabia, Singapore, South Africa, Thailand, Turkey, and United Arab Emirates), and Latin America (Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru, Uruguay and our Latin American export operations in Miami). We do not allocate stock-based compensation recognized to our operating segments; therefore, we are reporting this as a separate amount (See Note 5, "Stock-Based Compensation"). Financial information by reporting segment is as follows: Thirteen Weeks Ended April 2, April 4, Net sales North America $ 3,882,382 $ 4,441,607 Europe 2,661,442 3,074,297 Asia-Pacific 2,193,006 2,544,210 Latin America 599,771 584,312 Total $ 9,336,601 $ 10,644,426 Income (loss) from operations North America $ 36,198 $ 54,300 Europe (18,427 ) 6,920 Asia-Pacific 22,266 31,627 Latin America 6,399 11,382 Stock-based compensation expense (8,033 ) (6,514 ) Total $ 38,403 $ 97,715 Thirteen Weeks Ended April 2, April 4, Capital expenditures North America $ 15,413 $ 16,186 Europe 2,769 2,686 Asia-Pacific 4,114 2,339 Latin America 1,424 556 Total $ 23,720 $ 21,767 Depreciation North America $ 17,124 $ 15,490 Europe 4,577 2,759 Asia-Pacific 2,722 2,716 Latin America 458 425 Total $ 24,881 $ 21,390 Amortization of intangible assets North America $ 13,949 $ 10,472 Europe 9,370 3,299 Asia-Pacific 1,929 1,958 Latin America 1,777 202 Total $ 27,025 $ 15,931 The integration, transition and other costs included in income from operations by reporting segment are as follows: Thirteen Weeks Ended April 2, April 4, Integration, transition and other costs (a) North America $ 17,793 $ 4,834 Europe 1,478 1,286 Asia-Pacific 5 1,369 Latin America 52 — Total $ 19,328 $ 7,489 (a) Costs are primarily related to (i) professional, consulting and integration costs associated with our acquisitions and impending merger, (ii) consulting, retention and transition costs associated with our reorganization programs charged to selling, general and administrative, or SG&A, expenses. Our reorganization costs by reportable segment are disclosed within Note 9, "Reorganization Costs". As of April 2, January 2, 2016 Identifiable assets North America $ 5,056,918 $ 5,243,878 Europe 3,311,157 3,547,495 Asia-Pacific 2,365,927 2,476,243 Latin America 968,833 1,033,073 Total $ 11,702,835 $ 12,300,689 Long-lived assets North America $ 410,863 $ 427,180 Europe 285,476 234,672 Asia-Pacific 72,638 71,602 Latin America 54,051 22,634 Total $ 823,028 $ 756,088 Net sales and long-lived assets for the United States, which is our country of domicile, are as follows: Thirteen Weeks Ended April 2, April 4, Net sales: United States $ 3,587,246 38 % $ 4,112,128 39 % Outside of the United States 5,749,355 62 % 6,532,298 61 % Total $ 9,336,601 100 % $ 10,644,426 100 % As of April 2, January 2, 2016 Long-lived assets: United States $ 395,506 $ 406,195 Outside of the United States 427,522 349,893 Total $ 823,028 $ 756,088 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 02, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Our Brazilian subsidiary received a 2005 Federal import tax assessment claiming certain commercial taxes totaling Brazilian Reais 12,714 ( $3,551 at April 2, 2016 exchange rates) were due on the import of software acquired from international vendors for the period January through September of 2002. While we will continue to vigorously pursue administrative and, if applicable, judicial action in defending against this matter, we continue to maintain a reserve for the full tax amount assessed at April 2, 2016 . Our Brazilian subsidiary has also received a number of additional tax assessments, including the following that have a reasonable possibility of a loss: (1) a 2007 Sao Paulo Municipal tax assessment claiming service taxes were due on the resale of acquired software covering years 2002 through 2006, for a total amount of Brazilian Reais 29,111 ( $8,132 at April 2, 2016 exchange rates) in principal and associated penalties; (2) a 2011 Federal income tax assessment, a portion of which claims statutory penalties totaling Brazilian Reais 25,972 ( $7,255 at April 2, 2016 exchange rates) for delays in providing certain electronic files during the audit of tax years 2008 and 2009, which was conducted through the course of 2011; (3) a 2012 Sao Paulo municipal tax assessment claiming service taxes due on the importation of software covering the year 2007 for a total amount of Brazilian Reais 4,494 ( $1,255 at April 2, 2016 exchange rates) in principal and associated penalties; and (4) a 2013 Sao Paulo municipal tax assessment claiming service taxes due on the importation of software covering the years 2008, 2009, 2010 and January through May 2011 for a total amount of Brazilian Reais 16,089 ( $4,494 at April 2, 2016 exchange rates) in principal and associated penalties. After working with our advisors, we believe the other matters noted above do not represent a probable loss. In addition to the amounts described above, it is reasonably possible that incremental charges for penalties, interest and inflationary adjustments could be imposed in an amount up to Brazilian Reais 299,301 ( $83,606 at April 2, 2016 exchange rates) for these matters. We believe we have good defenses against each matter and do not believe it is probable that we will suffer a material loss for these matters. In connection with the due diligence performed during the acquisition of Acâo, we also identified a Sao Paulo Municipal Tax assessment claiming service taxes on the resale of acquired software and professional services covering years 2003 through 2008, for a total amount of Brazilian Reais 67,200 ( $18,772 at April 2, 2016 exchange rates) in principal and associated interest and penalties. In working with our advisers, we concluded that the portion of the assessment associated with the resale of professional services has a probable risk of loss under existing Brazilian law, while also concluding, consistent with the assessment noted in (2) above that the risk of loss associated with the resale of software is not probable. In structuring our acquisition, Brazilian Reais 76,204 ( $21,287 at April 2, 2016 exchange rates) of the purchase price was placed into an escrow account pending conclusion of litigation on this matter. Based on the terms of the escrow, we have accrued Brazilian Reais 7,500 ( $2,095 at April 2, 2016 exchange rate), which is the negotiated amount of liability we agreed to cover should the Brazilian courts ultimately conclude Acâo was required to pay this service tax. There are various other claims, lawsuits and pending actions against us incidental to our operations. It is the opinion of management that the ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, we can make no assurances that we will ultimately be successful in our defense of any of these matters. As is customary in the IT distribution industry, we have arrangements with certain finance companies that provide inventory-financing facilities for their customers. In conjunction with certain of these arrangements, we have agreements with the finance companies that would require us to repurchase certain inventory, which might be repossessed from the customers by the finance companies. Due to various reasons, including among other factors, the lack of information regarding the amount of saleable inventory purchased from us still on hand with the customer at any point in time, repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by us under these arrangements have been insignificant to date. We have guarantees to third parties that provide financing to a limited number of our customers. Net sales under these arrangements accounted for less than one percent of our consolidated net sales for each of the periods presented. The guarantees require us to reimburse the third party for defaults by these customers up to an aggregate of $7,595 . The fair value of these guarantees has been recognized as cost of sales to these customers and is included in accrued expenses. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Apr. 02, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 16, 2016, and interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)". The amendments in this update relate to when another party, along with the company, are involved in providing a good or service to a customer and are intended to improve the operability and understandability of the implementation guidance on principal versus agent. Revenue recognition guidance requires companies to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the company is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the company is an agent). The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including the interim periods within those fiscal years. We are currently in the process of assessing what impact this new update may have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)". This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In May 2014, the FASB issued an accounting standard that will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods and services. The accounting standard is effective for us in the first quarter of fiscal year 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this standard, and management is currently evaluating which transition approach to use. Early adoption is permitted in the first quarter of fiscal year 2017. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements and evaluating our potential adoption method. |
Organization and Basis of Pre21
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Apr. 02, 2016 | |
Accounting Policies [Abstract] | |
Book Overdrafts | Book overdrafts of $218,527 and $428,628 as of April 2, 2016 and January 2, 2016 , respectively, represent checks issued on disbursement bank accounts but not yet paid by such banks. These amounts are classified as accounts payable in our consolidated balance sheet. We typically fund these overdrafts through normal collections of funds or transfers from other bank balances at other financial institutions. Under the terms of our facilities with the banks, the respective financial institutions are not legally obligated to honor the book overdraft balances as of April 2, 2016 and January 2, 2016 , or any balance on any given date. |
Trade Accounts Receivable Factoring Programs | We have several uncommitted factoring programs under which trade accounts receivable of several large customers may be sold, without recourse, to financial institutions. Available capacity under these programs is dependent on the amount of trade accounts receivable already sold into these programs and the financial institutions’ willingness to purchase such receivables. At April 2, 2016 and January 2, 2016 , we had a total of $314,249 , and $388,358 , respectively, of trade accounts receivable sold to and held by financial institutions under these programs. Factoring fees of $1,329 and $1,320 incurred for the thirteen weeks ended April 2, 2016 and April 4, 2015 , respectively, related to the sale of trade accounts receivable under these facilities are included in “other” in the other expense (income) section of our consolidated statement of income. |
New Accounting Pronouncements, Policy | In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 16, 2016, and interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)". The amendments in this update relate to when another party, along with the company, are involved in providing a good or service to a customer and are intended to improve the operability and understandability of the implementation guidance on principal versus agent. Revenue recognition guidance requires companies to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the company is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the company is an agent). The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including the interim periods within those fiscal years. We are currently in the process of assessing what impact this new update may have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)". This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In May 2014, the FASB issued an accounting standard that will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods and services. The accounting standard is effective for us in the first quarter of fiscal year 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this standard, and management is currently evaluating which transition approach to use. Early adoption is permitted in the first quarter of fiscal year 2017. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements and evaluating our potential adoption method. |
Share Repurchase Program (Table
Share Repurchase Program (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Equity [Abstract] | |
Stock Issuance Activity | Our treasury stock issuance activity for the thirteen weeks ended April 2, 2016 is summarized in the table below: Shares Weighted Amount Cumulative balance of treasury stock at January 2, 2016 46,958 $ 19.02 $ 892,925 Issuance of Class A Common Stock (1 ) 16.77 (16 ) Cumulative balance of treasury stock at April 2, 2016 46,957 $ 19.02 $ 892,909 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic EPS and Diluted EPS | The computation of Basic and Diluted EPS is as follows: Thirteen Weeks Ended April 2, 2016 April 4, 2015 Net income $ 1,899 $ 43,275 Weighted average shares 148,413 156,244 Basic EPS $ 0.01 $ 0.28 Weighted average shares, including the dilutive effect of stock-based awards (3,408 and 3,959 for the thirteen weeks ended April 2, 2016 and April 4, 2015, respectively) 151,821 160,203 Diluted EPS $ 0.01 $ 0.27 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of awards granted under incentive plan | Awards granted under the 2011 Incentive Plan were as follows: Thirteen Weeks Ended April 2, April 4, Stock options granted (a) 5 — Restricted stock and restricted stock units granted (a) 88 18 Stock-based compensation expense $ 8,033 $ 6,514 Related income tax benefit $ 2,788 $ 2,181 Exercised stock options 144 38 Vested restricted stock and/or restricted stock units (b) 20 15 (a) As of April 2, 2016 , approximately 10,592 shares were available for grant under the 2011 Incentive Plan, taking into account granted options, time-vested restricted stock units/awards and performance-vested restricted stock units assuming maximum achievement. (b) During the thirteen weeks ended April 2, 2016 and April 4, 2015 , there were zero shares issued based on performance-based grants previously approved by the Human Resources Committee of the Board of Directors. The remainder of the shares are time-based grants. |
Derivative Financial Instrume25
Derivative Financial Instruments (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Amounts and Fair Values of Derivative Instruments | The notional amounts and fair values of derivative instruments in our consolidated balance sheet were as follows: Notional Amounts (1) Fair Value April 2, January 2, April 2, January 2, Derivatives not receiving hedge accounting treatment recorded in: Other current assets Foreign exchange contracts $ 289,800 $ 1,669,296 $ 3,160 $ 54,133 Accrued expenses Foreign exchange contracts 1,648,659 618,961 (43,631 ) (8,217 ) Total $ 1,938,459 $ 2,288,257 $ (40,471 ) $ 45,916 (1) Notional amounts represent the gross amount of foreign currency bought or sold at maturity for foreign exchange contracts. |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The amount recognized in earnings from our derivative instruments not receiving hedge accounting treatment, including ineffectiveness, is recorded in net foreign exchange (gain) loss as follows and was largely offset by the change in fair value of the underlying hedged assets or liabilities: Thirteen Weeks Ended April 2, 2016 April 4, 2015 Net gain (loss) recognized in earnings $ 56,970 $ 103,723 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair values and carrying values of these notes are shown in the table below: April 2, 2016 Fair Value Total Level 1 Level 2 Level 3 Carrying Value Liabilities: Senior unsecured notes, 5.25% due 2017 $ 312,189 $ — $ 312,189 $ — $ 299,414 Senior unsecured notes, 5.00% due 2022 294,864 — 294,864 — 297,044 Senior unsecured notes, 4.95% due 2024 487,035 — 487,035 — 494,587 $ 1,094,088 $ — $ 1,094,088 $ — $ 1,091,045 January 2, 2016 Fair Value Total Level 1 Level 2 Level 3 Carrying Value Liabilities: Senior unsecured notes, 5.25% due 2017 $ 313,039 $ — $ 313,039 $ — $ 299,313 Senior unsecured notes, 5.00% due 2022 301,867 — 301,867 — 296,928 Senior unsecured notes, 4.95% due 2024 501,515 — 501,515 — 494,432 $ 1,116,421 $ — $ 1,116,421 $ — $ 1,090,673 As of April 2, 2016 , our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: April 2, 2016 Total Level 1 Level 2 Level 3 Assets: Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit $ 280,367 $ 280,367 $ — $ — Marketable trading securities (a) 51,871 51,871 — — Derivative assets 3,160 — 3,160 — Total assets at fair value $ 335,398 $ 332,238 $ 3,160 $ — Liabilities: Derivative liabilities $ 43,631 $ — $ 43,631 $ — Contingent consideration 17,242 — — 17,242 Total liabilities at fair value $ 60,873 $ — $ 43,631 $ 17,242 (a) Included in other current assets in our consolidated balance sheet. As of January 2, 2016 , our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: January 2, 2016 Total Level 1 Level 2 Level 3 Assets: Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit $ 201,051 $ 201,051 $ — $ — Marketable trading securities (a) 51,720 51,720 — — Derivative assets 54,133 — 54,133 — Total assets at fair value $ 306,904 $ 252,771 $ 54,133 $ — Liabilities: Derivative liabilities $ 8,217 $ — $ 8,217 $ — Contingent consideration 3,371 — — 3,371 Total liabilities at fair value $ 11,588 $ — $ 8,217 $ 3,371 (a) Included in other current assets in our consolidated balance sheet. |
Acquisitions, Goodwill and In27
Acquisitions, Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Business Combinations [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross and net carrying amounts of finite-lived identifiable intangible assets are as follows: April 2, January 2, Gross carrying amount of finite-lived intangible assets $ 608,660 $ 537,308 Net carrying amount of finite-lived intangible assets $ 436,532 $ 374,674 |
Reorganization Costs (Tables)
Reorganization Costs (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | A summary of the reorganization and expense-reduction program costs incurred in the thirteen weeks ended April 2, 2016 and April 4, 2015 , are as follows: Reorganization Costs Headcount Reduction Employee Termination Benefits Facility and Other Costs Total Reorganization Costs Adjustments to Prior Year Costs Total Costs Thirteen weeks ended April 2, 2016 North America $ 3,205 $ 199 $ 3,404 $ (539 ) $ 2,865 Europe 11,822 470 12,292 — 12,292 Asia-Pacific 1,063 213 1,276 (429 ) 847 Latin America 562 — 562 — 562 Total 358 $ 16,652 $ 882 $ 17,534 $ (968 ) $ 16,566 Thirteen weeks ended April 4, 2015 North America $ 789 $ 33 $ 822 $ — $ 822 Europe 1,958 221 2,179 — 2,179 Asia-Pacific 511 — 511 — 511 Latin America 29 499 528 — 528 Total 71 $ 3,287 $ 753 $ 4,040 $ — $ 4,040 |
Schedule of Restructuring and Related Costs | The remaining liabilities and 2016 activities associated with the aforementioned actions are summarized in the table below: Reorganization Liability Remaining Liability at January 2, 2016 Expenses (Income), Net Amounts Paid Foreign Currency Translation Remaining Liability at April 2, 2016 (a) Reorganization actions Employee termination benefits $ 15,429 $ 16,113 (b) $ (9,249 ) $ (139 ) $ 22,154 Facility and other costs 804 453 (c) (1,016 ) — 241 $ 16,233 $ 16,566 $ (10,265 ) $ (139 ) $ 22,395 (a) We expect the remaining liabilities to be substantially utilized by the end of 2016. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Debt Disclosure [Abstract] | |
Carrying Value of Outstanding Debt | The carrying value of our outstanding debt consists of the following: April 2, 2016 January 2, 2016 Senior unsecured notes, 4.95% due 2024, net of unamortized discou nt of $1,525 and $1,569, respectively, and net of unamortized deferred financing costs of $3,888 and $3,999, respectively. $ 494,587 $ 494,432 Senior unsecured notes, 5.00% due 2022, net of unamortized discount of $1,142 and $1,187, respectively, and net of unamortized deferred financing costs of $1,814 and $1,885, respectively. 297,044 296,928 Senior unsecured notes, 5.25% due 2017, net of unamortized deferred financing costs of $586 and $687, respectively. 299,414 299,313 Lines of credit and other debt 127,360 134,132 1,218,405 1,224,805 Short-term debt and current maturities of long-term debt (127,345 ) (134,103 ) $ 1,091,060 $ 1,090,702 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Segment Reporting [Abstract] | |
Financial Information by Reporting Segments | Financial information by reporting segment is as follows: Thirteen Weeks Ended April 2, April 4, Net sales North America $ 3,882,382 $ 4,441,607 Europe 2,661,442 3,074,297 Asia-Pacific 2,193,006 2,544,210 Latin America 599,771 584,312 Total $ 9,336,601 $ 10,644,426 Income (loss) from operations North America $ 36,198 $ 54,300 Europe (18,427 ) 6,920 Asia-Pacific 22,266 31,627 Latin America 6,399 11,382 Stock-based compensation expense (8,033 ) (6,514 ) Total $ 38,403 $ 97,715 Thirteen Weeks Ended April 2, April 4, Capital expenditures North America $ 15,413 $ 16,186 Europe 2,769 2,686 Asia-Pacific 4,114 2,339 Latin America 1,424 556 Total $ 23,720 $ 21,767 Depreciation North America $ 17,124 $ 15,490 Europe 4,577 2,759 Asia-Pacific 2,722 2,716 Latin America 458 425 Total $ 24,881 $ 21,390 Amortization of intangible assets North America $ 13,949 $ 10,472 Europe 9,370 3,299 Asia-Pacific 1,929 1,958 Latin America 1,777 202 Total $ 27,025 $ 15,931 The integration, transition and other costs included in income from operations by reporting segment are as follows: Thirteen Weeks Ended April 2, April 4, Integration, transition and other costs (a) North America $ 17,793 $ 4,834 Europe 1,478 1,286 Asia-Pacific 5 1,369 Latin America 52 — Total $ 19,328 $ 7,489 (a) Costs are primarily related to (i) professional, consulting and integration costs associated with our acquisitions and impending merger, (ii) consulting, retention and transition costs associated with our reorganization programs charged to selling, general and administrative, or SG&A, expenses. Our reorganization costs by reportable segment are disclosed within Note 9, "Reorganization Costs". As of April 2, January 2, 2016 Identifiable assets North America $ 5,056,918 $ 5,243,878 Europe 3,311,157 3,547,495 Asia-Pacific 2,365,927 2,476,243 Latin America 968,833 1,033,073 Total $ 11,702,835 $ 12,300,689 Long-lived assets North America $ 410,863 $ 427,180 Europe 285,476 234,672 Asia-Pacific 72,638 71,602 Latin America 54,051 22,634 Total $ 823,028 $ 756,088 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Net sales and long-lived assets for the United States, which is our country of domicile, are as follows: Thirteen Weeks Ended April 2, April 4, Net sales: United States $ 3,587,246 38 % $ 4,112,128 39 % Outside of the United States 5,749,355 62 % 6,532,298 61 % Total $ 9,336,601 100 % $ 10,644,426 100 % As of April 2, January 2, 2016 Long-lived assets: United States $ 395,506 $ 406,195 Outside of the United States 427,522 349,893 Total $ 823,028 $ 756,088 |
Organization and Basis of Pre31
Organization and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | Jan. 02, 2016 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Book overdrafts | $ 218,527 | $ 428,628 | |
Trade accounts receivable sold to and held by financial institutions under uncommitted factoring programs | 314,249 | 388,358 | |
Factoring fees | $ 1,329 | $ 1,320 | |
Change in Accounting Principle and Reclassification [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Reduction of other long-term assets and long-term debt | $ 6,571 |
Plan of Merger (Details)
Plan of Merger (Details) - Tianjin Tianhai | Feb. 17, 2016USD ($)$ / shares |
Acquisitions [Line Items] | |
Right to receive share price (in dollars per share) | $ / shares | $ 38.90 |
Amount of average cash and cash equivalents required to maintain for the three month period prior to closing (in excess) | $ 424,000,000 |
Long-term committed facilities threshold (less than) | $ 100,000,000 |
Share Repurchase Program - Addi
Share Repurchase Program - Additional Information (Detail) - USD ($) | Apr. 02, 2016 | Jul. 30, 2015 |
2015 Share Repurchase Program [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for repurchase program, amount | $ 300,000,000 | |
Remaining amount for repurchase under the share repurchase program | $ 165,068,000 | |
2010 Share Repurchase Program [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for repurchase program, amount | $ 400,000,000 |
Share Repurchase Program - Stoc
Share Repurchase Program - Stock Repurchase and Issuance Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Apr. 02, 2016USD ($)$ / sharesshares | |
Shares | |
Cumulative balance, Shares, Beginning Balance | shares | 46,958 |
Issuance of Class A Common Stock, Shares | shares | (1) |
Cumulative balance, Shares, Ending Balance | shares | 46,957 |
Weighted Average Price Per Share | |
Cumulative balance, Weighted Average Price Per Share, Beginning Balance (in dollars per share) | $ / shares | $ 19.02 |
Issuance of Class A Common Stock, Weighted Average Price Per Share (in dollars per share) | $ / shares | 16.77 |
Cumulative balance, Weighted Average Price Per Share, Ending Balance (in dollars per share) | $ / shares | $ 19.02 |
Amount | |
Cumulative balance, Amount, Beginning Balance | $ | $ 892,925 |
Issuance of Class A Common Stock, Amount | $ | (16) |
Cumulative balance, Amount, Ending Balance | $ | $ 892,909 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic EPS and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Earnings Per Share [Abstract] | ||
Net income | $ 1,899 | $ 43,275 |
Weighted average shares | 148,413 | 156,244 |
Basic EPS (in dollars per share) | $ 0.01 | $ 0.28 |
Weighted average shares, including the dilutive effect of stock-based awards (3,408 and 3,959 for the thirteen weeks ended April 2, 2016 and April 4, 2015, respectively) | 151,821 | 160,203 |
Diluted EPS (in dollars per share) | $ 0.01 | $ 0.27 |
Earnings Per Share - Computat36
Earnings Per Share - Computation of Basic EPS and Diluted EPS (Additional Information) (Detail) - shares shares in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Earnings Per Share [Abstract] | ||
Weighted average shares, including the dilutive effect of stock-based awards | 3,408 | 3,959 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Earnings Per Share [Abstract] | ||
Stock-based awards excluded from the computation of Diluted Earnings Per Share | 6 | 2,083 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock options granted (in shares) | [1] | 5,000 | 0 |
Restricted stock and restricted stock units granted (in shares) | [1] | 88,000 | 18,000 |
Stock-based compensation expense | $ 8,033 | $ 6,514 | |
Related income tax benefit | $ 2,788 | $ 2,181 | |
Exercised stock options (in shares) | 144,000 | 38,000 | |
Vested restricted stock and/or restricted stock units (in shares) | [2] | 20,000 | 15,000 |
Approximate number of shares available for grant under the 2011 Incentive Plan | 10,592,000 | ||
Restricted stock issued based on performance-based grants | 0 | 0 | |
[1] | As of April 2, 2016, approximately 10,592 shares were available for grant under the 2011 Incentive Plan, taking into account granted options, time-vested restricted stock units/awards and performance-vested restricted stock units assuming maximum achievement. | ||
[2] | the thirteen weeks ended April 2, 2016 and April 4, 2015, there were zero shares issued based on performance-based grants previously approved by the Human Resources Committee of the Board of Directors. The remainder of the shares are time-based grants. |
Derivative Financial Instrume39
Derivative Financial Instruments - Notional Amounts and Fair Values of Derivative Instruments (Detail) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Apr. 02, 2016 | Jan. 02, 2016 |
Derivatives, Fair Value [Line Items] | ||
Total derivative, notional amount | $ 1,938,459 | $ 2,288,257 |
Derivatives not receiving hedge accounting treatment, Fair Value | (40,471) | 45,916 |
Other current assets | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, notional amount | 289,800 | 1,669,296 |
Derivatives not receiving hedge accounting treatment, Fair Value | 3,160 | 54,133 |
Accrued expenses | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, notional amount | 1,648,659 | 618,961 |
Derivatives not receiving hedge accounting treatment, Fair Value | $ (43,631) | $ (8,217) |
Derivative Financial Instrume40
Derivative Financial Instruments - Amounts Recognized in Earnings (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Net gain (loss) recognized in earnings | $ 56,970 | $ 103,723 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Detail) - Fair value, measurements, recurring - USD ($) $ in Thousands | Apr. 02, 2016 | Jan. 02, 2016 |
Assets: | ||
Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit | $ 280,367 | $ 201,051 |
Marketable trading securities | 51,871 | 51,720 |
Derivative assets | 3,160 | 54,133 |
Total assets at fair value | 335,398 | 306,904 |
Liabilities: | ||
Derivative liabilities | 43,631 | 8,217 |
Contingent consideration | 17,242 | 3,371 |
Total liabilities at fair value | 60,873 | 11,588 |
Level 1 | ||
Assets: | ||
Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit | 280,367 | 201,051 |
Marketable trading securities | 51,871 | 51,720 |
Derivative assets | 0 | 0 |
Total assets at fair value | 332,238 | 252,771 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit | 0 | 0 |
Marketable trading securities | 0 | 0 |
Derivative assets | 3,160 | 54,133 |
Total assets at fair value | 3,160 | 54,133 |
Liabilities: | ||
Derivative liabilities | 43,631 | 8,217 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 43,631 | 8,217 |
Level 3 | ||
Assets: | ||
Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit | 0 | 0 |
Marketable trading securities | 0 | 0 |
Derivative assets | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Contingent consideration | 17,242 | 3,371 |
Total liabilities at fair value | $ 17,242 | $ 3,371 |
Fair Value Measurements - Debt
Fair Value Measurements - Debt Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Jan. 02, 2016 | |
Fair value, measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 1,094,088 | $ 1,116,421 |
Fair value, measurements, recurring | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 1,091,045 | 1,090,673 |
Fair value, measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 1,094,088 | $ 1,116,421 |
Senior unsecured notes, 5.25% due 2017 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, interest rate | 5.25% | 5.25% |
Senior unsecured notes, 5.25% due 2017 | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, maturity date | 2,017 | |
Senior unsecured notes, 5.25% due 2017 | Fair value, measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 312,189 | $ 313,039 |
Senior unsecured notes, 5.25% due 2017 | Fair value, measurements, recurring | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 299,414 | 299,313 |
Senior unsecured notes, 5.25% due 2017 | Fair value, measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 312,189 | $ 313,039 |
Senior unsecured notes, 5.00% due 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, interest rate | 5.00% | 5.00% |
Senior unsecured notes, 5.00% due 2022 | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, maturity date | 2,022 | |
Senior unsecured notes, 5.00% due 2022 | Fair value, measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 294,864 | $ 301,867 |
Senior unsecured notes, 5.00% due 2022 | Fair value, measurements, recurring | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 297,044 | 296,928 |
Senior unsecured notes, 5.00% due 2022 | Fair value, measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 294,864 | $ 301,867 |
Senior unsecured notes, 4.95% due 2024 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, interest rate | 4.95% | 4.95% |
Senior unsecured notes, 4.95% due 2024 | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, maturity date | 2,024 | |
Senior unsecured notes, 4.95% due 2024 | Fair value, measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 487,035 | $ 501,515 |
Senior unsecured notes, 4.95% due 2024 | Fair value, measurements, recurring | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 494,587 | 494,432 |
Senior unsecured notes, 4.95% due 2024 | Fair value, measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 487,035 | $ 501,515 |
Acquisitions, Goodwill and In43
Acquisitions, Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 17, 2016 | Mar. 01, 2016 | Jan. 20, 2016 | Dec. 21, 2015 | Dec. 18, 2015 | Apr. 02, 2016 | Apr. 04, 2015 | Jan. 02, 2016 |
Acquisitions [Line Items] | ||||||||
Payments to acquire business, net of cash acquired | $ 66,505 | $ 88,561 | ||||||
Goodwill | $ 859,157 | $ 843,001 | ||||||
Estimated useful lives for finite-lived identifiable intangible assets | 11 years | |||||||
Customer relationships | ||||||||
Acquisitions [Line Items] | ||||||||
Write-off of previously acquired intangible asset | $ 5,832 | |||||||
Minimum | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 2 years | |||||||
Maximum | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 13 years | |||||||
Dupaco | ||||||||
Acquisitions [Line Items] | ||||||||
Payments to acquire business, net of cash acquired | $ 7,036 | |||||||
Business combination, future earn-out payment | 1,835 | |||||||
Identifiable intangible assets | 7,027 | |||||||
Goodwill | $ 560 | |||||||
Connector Systems | ||||||||
Acquisitions [Line Items] | ||||||||
Payments to acquire business, net of cash acquired | $ 3,608 | |||||||
Business combination, future earn-out payment | 1,724 | |||||||
Goodwill | $ 4,344 | |||||||
NetXUSA | ||||||||
Acquisitions [Line Items] | ||||||||
Payments to acquire business, net of cash acquired | $ 55,640 | |||||||
Business combination, future earn-out payment | 10,300 | |||||||
Goodwill | $ 56,404 | |||||||
Acao | ||||||||
Acquisitions [Line Items] | ||||||||
Payments to acquire business, net of cash acquired | $ 68,654 | |||||||
Goodwill | $ 58,043 | |||||||
Additional cash payment | $ 221 | |||||||
Preliminary purchase price allocation adjustment to intangible assets | 31,800 | |||||||
Preliminary purchase price allocation adjustment to goodwill | 26,931 | |||||||
Acao | Minimum | Customer relationships | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 2 years | |||||||
Acao | Minimum | Non-compete agreements | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 2 years | |||||||
Acao | Minimum | Trade names | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 2 years | |||||||
Acao | Maximum | Customer relationships | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 11 years | |||||||
Acao | Maximum | Non-compete agreements | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 11 years | |||||||
Acao | Maximum | Trade names | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 11 years | |||||||
DocData | ||||||||
Acquisitions [Line Items] | ||||||||
Payments to acquire business, net of cash acquired | $ 144,752 | |||||||
Goodwill | $ 133,538 | |||||||
Preliminary purchase price allocation adjustment to intangible assets | 42,552 | |||||||
Preliminary purchase price allocation adjustment to goodwill | $ 102,171 | |||||||
DocData | Minimum | Customer relationships | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 3 years | |||||||
DocData | Minimum | Software | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 3 years | |||||||
DocData | Maximum | Customer relationships | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 10 years | |||||||
DocData | Maximum | Software | ||||||||
Acquisitions [Line Items] | ||||||||
Estimated useful lives for finite-lived identifiable intangible assets | 10 years |
Acquisitions, Goodwill and In44
Acquisitions, Goodwill and Intangible Assets - Schedule of Gross Carrying Amounts (Detail) - USD ($) $ in Thousands | Apr. 02, 2016 | Jan. 02, 2016 |
Business Combinations [Abstract] | ||
Gross carrying amount of finite-lived intangible assets | $ 608,660 | $ 537,308 |
Net carrying amount of finite-lived intangible assets | $ 436,532 | $ 374,674 |
Reorganization Costs - Summary
Reorganization Costs - Summary of the Reorganization and Expense-Reduction Program Costs (Detail) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016USD ($)employee | Apr. 04, 2015USD ($)employee | |
Restructuring Cost and Reserve [Line Items] | ||
Headcount Reduction | employee | 358 | 71 |
Employee Termination Benefits | $ 16,652 | $ 3,287 |
Facility and Other Costs | 882 | 753 |
Total Reorganization Costs | 17,534 | 4,040 |
Adjustments to Prior Year Costs | (968) | 0 |
Total Reorganization Costs | 16,566 | 4,040 |
North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee Termination Benefits | 3,205 | 789 |
Facility and Other Costs | 199 | 33 |
Total Reorganization Costs | 3,404 | 822 |
Adjustments to Prior Year Costs | (539) | 0 |
Total Reorganization Costs | 2,865 | 822 |
Europe | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee Termination Benefits | 11,822 | 1,958 |
Facility and Other Costs | 470 | 221 |
Total Reorganization Costs | 12,292 | 2,179 |
Adjustments to Prior Year Costs | 0 | 0 |
Total Reorganization Costs | 12,292 | 2,179 |
Asia-Pacific | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee Termination Benefits | 1,063 | 511 |
Facility and Other Costs | 213 | 0 |
Total Reorganization Costs | 1,276 | 511 |
Adjustments to Prior Year Costs | (429) | 0 |
Total Reorganization Costs | 847 | 511 |
Latin America | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee Termination Benefits | 562 | 29 |
Facility and Other Costs | 0 | 499 |
Total Reorganization Costs | 562 | 528 |
Adjustments to Prior Year Costs | 0 | 0 |
Total Reorganization Costs | 562 | 528 |
Reorganization Actions | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee Termination Benefits | $ 16,652 | 3,287 |
Total Reorganization Costs | $ 4,040 |
Reorganization Costs - Restruct
Reorganization Costs - Restructuring Reserve (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | ||
Restructuring Cost and Reserve [Line Items] | |||
Adjustments to prior year costs | $ 968 | $ 0 | |
Restructuring Reserve [Roll Forward] | |||
Remaining Liability at January 2, 2016 | 16,233 | ||
Expenses (Income), Net | 16,566 | 4,040 | |
Amounts Paid and Charged Against the Liability | (10,265) | ||
Foreign Currency Translation | (139) | ||
Remaining Liability at April 2, 2016 (a) | [1] | 22,395 | |
Asia-Pacific | |||
Restructuring Cost and Reserve [Line Items] | |||
Adjustments to prior year costs | 429 | 0 | |
Restructuring Reserve [Roll Forward] | |||
Expenses (Income), Net | 847 | 511 | |
North America | |||
Restructuring Cost and Reserve [Line Items] | |||
Adjustments to prior year costs | 539 | 0 | |
Restructuring Reserve [Roll Forward] | |||
Expenses (Income), Net | 2,865 | $ 822 | |
Reorganization actions | Employee termination benefits | |||
Restructuring Reserve [Roll Forward] | |||
Remaining Liability at January 2, 2016 | 15,429 | ||
Expenses (Income), Net | [2] | 16,113 | |
Amounts Paid and Charged Against the Liability | (9,249) | ||
Foreign Currency Translation | (139) | ||
Remaining Liability at April 2, 2016 (a) | [1] | 22,154 | |
Reorganization actions | Facility Costs | |||
Restructuring Reserve [Roll Forward] | |||
Remaining Liability at January 2, 2016 | 804 | ||
Expenses (Income), Net | [3] | 453 | |
Amounts Paid and Charged Against the Liability | (1,016) | ||
Foreign Currency Translation | 0 | ||
Remaining Liability at April 2, 2016 (a) | [1] | $ 241 | |
[1] | We expect the remaining liabilities to be substantially utilized by the end of 2016. | ||
[2] | Adjustments reflected in the table above include reductions of $539 to 2015 and 2014 reorganization plan liabilities, respectively, recorded in the prior year in North America for lower than expected employee termination benefits | ||
[3] | Adjustments reflected in the table above include a reduction of $429 to reorganization liabilities recorded in the prior year in Asia-Pacific for lower than expected facility and other costs. |
Reorganization Costs Narrative
Reorganization Costs Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Reorganization costs | $ 16,566 | $ 4,040 |
Employee Termination Benefits | 16,652 | 3,287 |
Facility and Other Costs | 882 | 753 |
Reorganization Actions | ||
Restructuring Cost and Reserve [Line Items] | ||
Reorganization costs | 4,040 | |
Employee Termination Benefits | $ 16,652 | $ 3,287 |
Debt - Carrying Value of Outsta
Debt - Carrying Value of Outstanding Debt (Detail) - USD ($) $ in Thousands | Apr. 02, 2016 | Jan. 02, 2016 |
Debt | ||
Total debt, current and non-current | $ 1,218,405 | $ 1,224,805 |
Short-term debt and current maturities of long-term debt | (127,345) | (134,103) |
Long-term debt, less current maturities | 1,091,060 | 1,090,702 |
Senior unsecured notes, 4.95% due 2024 | ||
Debt | ||
Total debt, current and non-current | 494,587 | 494,432 |
Senior unsecured notes, 5.00% due 2022 | ||
Debt | ||
Total debt, current and non-current | 297,044 | 296,928 |
Senior unsecured notes, 5.25% due 2017 | ||
Debt | ||
Total debt, current and non-current | 299,414 | 299,313 |
Lines of credit and other debt | ||
Debt | ||
Total debt, current and non-current | $ 127,360 | $ 134,132 |
Debt - Carrying Value of Outs49
Debt - Carrying Value of Outstanding Debt (Additional Information) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 02, 2016 | Jan. 03, 2015 | Jan. 02, 2016 | |
Senior unsecured notes, 5.25% due 2017 | |||
Debt | |||
Debt, interest rate | 5.25% | 5.25% | |
Debt Instrument, Maturity Date | Sep. 1, 2017 | Sep. 1, 2017 | |
Deferred Finance Costs, Gross | $ 586 | $ 687 | |
Senior unsecured notes, 5.00% due 2022 | |||
Debt | |||
Debt, interest rate | 5.00% | 5.00% | |
Debt Instrument, Maturity Date | Aug. 10, 2022 | Aug. 10, 2022 | |
Debt Instrument, Unamortized Discount | $ 1,142 | $ 1,187 | |
Deferred Finance Costs, Gross | $ 1,814 | $ 1,885 | |
Senior unsecured notes, 4.95% due 2024 | |||
Debt | |||
Debt, interest rate | 4.95% | 4.95% | |
Debt Instrument, Maturity Date | Dec. 15, 2024 | Dec. 15, 2024 | |
Debt Instrument, Unamortized Discount | $ 1,525 | $ 1,569 | |
Deferred Finance Costs, Gross | $ 3,888 | $ 3,999 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | Dec. 31, 2016 | Jan. 02, 2016 | |
Income Tax Examination [Line Items] | ||||
Effective income tax rate | 74.60% | 33.40% | ||
Increase in effective tax rate | 41.00% | |||
Net discrete tax benefit | $ 94 | $ 609 | ||
Net discrete tax benefit percentage points of effective tax rate | 1.30% | 0.90% | ||
U.S. federal statutory rate | 35.00% | 35.00% | ||
Gross unrecognized tax benefits | $ 23,566 | $ 23,445 | ||
Net increase (decrease) in gross unrecognized tax benefits | 121 | |||
Interest and penalties on unrecognized tax benefits | $ 6,971 | $ 6,652 | ||
Forecast | ||||
Income Tax Examination [Line Items] | ||||
Effective income tax rate | 30.00% |
Segment Information - Financial
Segment Information - Financial Information by Reporting Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | Jan. 02, 2016 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 9,336,601 | $ 10,644,426 | |
Income (loss) from operations | 38,403 | 97,715 | |
Stock-based compensation expense | (8,033) | (6,514) | |
Capital expenditures | 23,720 | 21,767 | |
Depreciation | 24,881 | 21,390 | |
Amortization of intangible assets | 27,025 | 15,931 | |
Identifiable assets | 11,702,835 | $ 12,300,689 | |
Long-lived assets | 823,028 | 756,088 | |
North America | |||
Segment Reporting Information [Line Items] | |||
Net sales | 3,882,382 | 4,441,607 | |
Income (loss) from operations | 36,198 | 54,300 | |
Capital expenditures | 15,413 | 16,186 | |
Depreciation | 17,124 | 15,490 | |
Amortization of intangible assets | 13,949 | 10,472 | |
Identifiable assets | 5,056,918 | 5,243,878 | |
Long-lived assets | 410,863 | 427,180 | |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2,661,442 | 3,074,297 | |
Income (loss) from operations | (18,427) | 6,920 | |
Capital expenditures | 2,769 | 2,686 | |
Depreciation | 4,577 | 2,759 | |
Amortization of intangible assets | 9,370 | 3,299 | |
Identifiable assets | 3,311,157 | 3,547,495 | |
Long-lived assets | 285,476 | 234,672 | |
Asia-Pacific | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2,193,006 | 2,544,210 | |
Income (loss) from operations | 22,266 | 31,627 | |
Capital expenditures | 4,114 | 2,339 | |
Depreciation | 2,722 | 2,716 | |
Amortization of intangible assets | 1,929 | 1,958 | |
Identifiable assets | 2,365,927 | 2,476,243 | |
Long-lived assets | 72,638 | 71,602 | |
Latin America | |||
Segment Reporting Information [Line Items] | |||
Net sales | 599,771 | 584,312 | |
Income (loss) from operations | 6,399 | 11,382 | |
Capital expenditures | 1,424 | 556 | |
Depreciation | 458 | 425 | |
Amortization of intangible assets | 1,777 | $ 202 | |
Identifiable assets | 968,833 | 1,033,073 | |
Long-lived assets | $ 54,051 | $ 22,634 |
Segment Information - Integrati
Segment Information - Integration, Transition and Other Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | ||
Segment Reporting Information [Line Items] | |||
Integration, transition and other costs | [1] | $ 19,328 | $ 7,489 |
North America | |||
Segment Reporting Information [Line Items] | |||
Integration, transition and other costs | [1] | 17,793 | 4,834 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Integration, transition and other costs | [1] | 1,478 | 1,286 |
Asia-Pacific | |||
Segment Reporting Information [Line Items] | |||
Integration, transition and other costs | [1] | 5 | 1,369 |
Latin America | |||
Segment Reporting Information [Line Items] | |||
Integration, transition and other costs | [1] | $ 52 | $ 0 |
[1] | Costs are primarily related to (i) professional, consulting and integration costs associated with our acquisitions and impending merger, (ii) consulting, retention and transition costs associated with our reorganization programs charged to selling, general and administrative, or SG&A, expenses. |
Segment Information - Schedule
Segment Information - Schedule of Revenue and Long-lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | Jan. 02, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 9,336,601 | $ 10,644,426 | |
Net sales, percentage | 100.00% | 100.00% | |
Long-lived assets | $ 823,028 | $ 756,088 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 3,587,246 | $ 4,112,128 | |
Net sales, percentage | 38.00% | 39.00% | |
Long-lived assets | $ 395,506 | 406,195 | |
Outside of the United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 5,749,355 | $ 6,532,298 | |
Net sales, percentage | 62.00% | 61.00% | |
Long-lived assets | $ 427,522 | $ 349,893 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - 3 months ended Apr. 02, 2016 BRL in Thousands, $ in Thousands | USD ($) | BRL |
Contingencies And Commitments [Line Items] | ||
Maximum amount of reimbursement to third party | $ 7,595 | |
2005 Federal import tax assessment | ||
Contingencies And Commitments [Line Items] | ||
Amount of commercial taxes due on the import of software acquired | 3,551 | BRL 12,714 |
2007 Sao Paulo Municipal tax assessment | ||
Contingencies And Commitments [Line Items] | ||
Amount of service taxes due on resale of software, principal and penalties | 8,132 | 29,111 |
2011 Federal income tax assessment | ||
Contingencies And Commitments [Line Items] | ||
Amount of statutory penalties for delays in providing certain electronic files | 7,255 | 25,972 |
2012 Sao Paulo Municipal tax assessment | ||
Contingencies And Commitments [Line Items] | ||
Amount of service taxes due on the importation of software, principal and penalties | 1,255 | 4,494 |
2013 Sao Paulo Municipal tax assessment | ||
Contingencies And Commitments [Line Items] | ||
Amount of service taxes due on the importation of software, principal and penalties | 4,494 | 16,089 |
Incremental Charges [Member] | ||
Contingencies And Commitments [Line Items] | ||
Amount of penalties and interest likely to be assessed | 83,606 | 299,301 |
Acao | Sao Paulo Municipal Tax Assessment, 2015 [Member] | ||
Contingencies And Commitments [Line Items] | ||
Amount of service taxes due on resale of software, principal and penalties | 18,772 | 67,200 |
Escrow deposit | 21,287 | 76,204 |
Loss contingency accrual | $ 2,095 | BRL 7,500 |