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EX-99.4 - TECH DATA GAAP TO NON-GAAP RECONCILIATION - TECH DATA CORPd295756dex994.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - TECH DATA CORPd295756dex993.htm
EX-99.1 - COMBINED FINANCIAL STATEMENTS - TECH DATA CORPd295756dex991.htm
EX-23.1 - CONSENT OF KPMG LLP - TECH DATA CORPd295756dex231.htm
8-K - FORM 8-K - TECH DATA CORPd295756d8k.htm

Exhibit 99.2

CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

Technology Solutions

As of October 1, 2016 and July 2, 2016 and for the first quarters ended

October 1, 2016 and October 3, 2015


Table of Contents

 

     Page  

Condensed Combined Balance Sheets at October 1, 2016 and July 2, 2016

     2   

Condensed Combined Statements of Operations for the first quarters ended October 1, 2016 and October 3, 2015

     3   
Condensed Combined Statements of Comprehensive Income (Loss) for the first quarters ended October 1, 2016 and October 3, 2015      4   

Condensed Combined Statements of Cash Flows for the first quarters ended October 1, 2016 and October 3, 2015

     5   

Notes to Condensed Combined Financial Statements

     6   

 

1


TECHNOLOGY SOLUTIONS

CONDENSED COMBINED BALANCE SHEETS

(Unaudited)

 

     October 1,     July 2,  
     2016     2016  
     (Thousands)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 143,739      $ 149,107   

Receivables, less allowances of $36,452 and $34,357, respectively

     1,989,259        2,265,341   

Inventories

     253,292        295,362   

Prepaid and other current assets

     63,317        65,711   
  

 

 

   

 

 

 

Total current assets

     2,449,607        2,775,521   

Property, plant and equipment, net

     152,697        158,200   

Goodwill

     661,812        659,368   

Intangible assets, net

     51,571        55,826   

Other assets

     42,943        43,516   
  

 

 

   

 

 

 

Total assets

   $ 3,358,630      $ 3,692,431   
  

 

 

   

 

 

 
LIABILITIES AND NET PARENT INVESTMENT     

Current liabilities:

    

Short-term debt

   $ 98,002      $ 102,544   

Accounts payable

     1,272,492        1,643,576   

Accrued expenses and other

     173,090        231,674   
  

 

 

   

 

 

 

Total current liabilities

     1,543,584        1,977,794   

Other liabilities

     59,884        60,842   
  

 

 

   

 

 

 

Total liabilities

     1,603,468        2,038,636   
  

 

 

   

 

 

 

Commitments and contingencies (Note 7)

    

Net parent investment:

    

Net parent company investment

     1,931,527        1,821,592   

Accumulated other comprehensive loss

     (176,365     (167,797
  

 

 

   

 

 

 

Total net parent investment

     1,755,162        1,653,795   
  

 

 

   

 

 

 

Total liabilities and net parent investment

   $ 3,358,630      $ 3,692,431   
  

 

 

   

 

 

 

See notes to condensed combined financial statements.

 

2


TECHNOLOGY SOLUTIONS

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

 

     First Quarters Ended  
     October 1,     October 3,  
     2016     2015  
     (Thousands)  

Sales

   $ 1,914,623      $ 2,426,369   

Cost of sales

     1,722,074        2,191,914   
  

 

 

   

 

 

 

Gross profit

     192,549        234,455   

Selling, general and administrative expenses

     162,339        178,313   

Restructuring, amortization, integration and other expenses (Note 9)

     15,153        18,084   
  

 

 

   

 

 

 

Operating income

     15,057        38,058   

Foreign exchange losses (gains), net

     (1,329     5,850   

Other expense (income), net

     (231     935   

Interest expense, net

     1,375        1,003   
  

 

 

   

 

 

 

Income before income taxes

     15,242        30,270   

Income tax expense

     6,649        13,281   
  

 

 

   

 

 

 

Net income

   $ 8,593      $ 16,989   
  

 

 

   

 

 

 

See notes to condensed combined financial statements.

 

3


TECHNOLOGY SOLUTIONS

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

     First Quarters Ended  
     October 1,     October 3,  
     2016     2015  
     (Thousands)  

Net income

   $ 8,593      $ 16,989   

Other comprehensive income(loss), net of tax:

    

Foreign currency translation adjustments and other adjustments

     (8,568     (22,876
  

 

 

   

 

 

 

Total comprehensive income(loss)

   $ 25      $ (5,887
  

 

 

   

 

 

 

See notes to condensed combined financial statements.

 

4


TECHNOLOGY SOLUTIONS

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     First Quarters Ended  
     October 1,     October 3,  
     2016     2015  
     (Thousands)  

Cash flows from operating activities:

    

Net income

   $ 8,593      $ 16,989   

Non-cash and other reconciling items:

    

Depreciation

     6,823        6,714   

Amortization

     4,493        4,642   

Stock-based compensation

     7,519        10,486   

Pension expenses

     2,932        3,626   

Other, net

     43        3,455   

Changes in (net of effects from businesses acquired):

    

Receivables

     278,504        (67,641

Inventories

     43,167        (25,989

Accounts payable

     (375,734     18,585   

Accrued expenses and other, net

     (70,880     27,536   
  

 

 

   

 

 

 

Net cash flows used by operating activities

     (94,540     (1,597
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings (repayments) of short-term debt, net

     (4,757     1,693   

Contributions (to)/from Parents, net

     93,824        7,326   
  

 

 

   

 

 

 

Net cash flows provided by financing activities

     89,067        9,019   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property, plant and equipment

     (922     (1,793

Other, net

     177        (1,607
  

 

 

   

 

 

 

Net cash flows used for investing activities

     (745     (3,400
  

 

 

   

 

 

 

Effect of currency exchange rate changes on cash and cash equivalents

     850        (2,271
  

 

 

   

 

 

 

Cash and cash equivalents:

    

— (decrease) increase

     (5,368     1,751   

— at beginning of period

     149,107        85,762   
  

 

 

   

 

 

 

— at end of period

   $ 143,739      $ 87,513   
  

 

 

   

 

 

 

Additional cash flow information (Note 8)

See notes to condensed combined financial statements.

 

5


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

1. Description of Business and Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed combined interim financial statements reflect the ongoing operations of the Technology Solutions operating group (the “Business” or “TS”) of Avnet, Inc. (“Avnet,” or “Parent”) and have been derived from the consolidated financial statements and accounting records of Avnet. The Business is controlled by Avnet, a publicly traded company listed on the New York Stock Exchange. Avnet is a global value-added distributor of electronic components, enterprise computer and storage products, IT solutions and services and embedded subsystems.

Certain information and footnote disclosures, including critical and significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted for this interim presentation.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this report should be read in conjunction with the condensed combined financial statements as of July 2, 2016 and June 27, 2015 and for the years ended July 2, 2016, June 27, 2015, and June 28, 2014.

Fiscal year

The Business operates on a “52/53 week” fiscal year and fiscal 2017 contains 52 weeks compared to 53 weeks in fiscal 2016. As a result, the first quarter of fiscal 2017 contained 13 weeks compared to the first quarter of fiscal 2016, which contained 14 weeks.

New accounting pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The update requires a lessee to recognize assets and liabilities on the condensed combined balance sheets for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The update will be effective for the Business in the first quarter of fiscal 2020, using a modified retrospective approach. The Business is currently evaluating the impact of the adoption of ASU 2016-02 on its condensed combined financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), as amended, to supersede nearly all existing revenue recognition guidance under GAAP. The core principles of ASU 2014-09 are to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Application of the guidance in ASU 2014-09 may require more judgment and estimates within the revenue recognition process compared to existing GAAP. In July 2015, the FASB approved a one-year delay in the effective date of ASU 2014-09, which makes the effective date for the Business the first quarter of fiscal 2019. The Business may adopt the requirements of ASU 2014-09 using either of two acceptable adoption methods: (i) retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) adoption with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined within ASU 2014-09. The Business is currently evaluating the impact of the future adoption of ASU 2014-09 on its condensed combined financial statements, including the method of adoption to be used.

 

6


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

2. Derivative financial instruments

Many of the Business’ subsidiaries purchase and sell products in currencies other than their functional currencies. This subjects the Business to the risks associated with fluctuations in foreign currency exchange rates. The Business reduces this risk by utilizing natural hedging (i.e., offsetting receivables and payables in the same foreign currency) as well as by creating offsetting positions through the use of derivative financial instruments, primarily forward foreign currency exchange contracts typically with maturities of less than 60 days (“economic hedges”). The Business continues to have exposure to foreign currency risks to the extent they are not hedged. The Business adjusts any economic hedges to fair value through the condensed combined statements of operations primarily within “other expense, net.” Therefore, the changes in valuation of the underlying items being economically hedged are offset by the changes in fair value of the forward foreign exchange contracts. The fair value of forward foreign currency exchange contracts, which are based upon Level 2 criteria under the ASC 820 fair value hierarchy, are classified in the captions “other current assets” or “accrued expenses and other,” as applicable, in the accompanying condensed combined balance sheets as of October 1, 2016, and July 2, 2016. The Business’ master netting and other similar arrangements with various financial institutions related to derivative financial instruments allow for the right of offset. Derivative financial instruments with the same counterparty are presented as either a net asset or liability when the right of offset exists.

The Business generally does not hedge its investments in its foreign operations. The Business does not enter into derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.

The Business’ foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Business’ foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, Canadian Dollar, Australian Dollar and Mexican Peso. The Business also, to a lesser extent, has foreign operations transactions in other European, Latin American and Asian foreign currencies.

The fair values of derivative financial instruments in the Business’ condensed combined balance sheets are as follows:

 

     October 1,      July 2,  
     2016      2016  
     (Thousands)  

Forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in:

     

Other current assets

   $ 10       $ —     

Accrued expenses

     338         286   

The amounts recorded to foreign exchange gain, net related to derivative financial instruments are as follows:

 

     Three Months Ended  
     October 1,      October 3,  
     2016      2015  
     (Thousands)  

Net derivative financial instrument gain

   $ 862       $ 15,098   

Under the economic hedging approach, gains and losses on the derivative financial instruments are partially offset by the gains and losses on the underlying assets or liabilities being hedged.

 

7


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

3. Related Party Transactions

The condensed combined financial statements have been prepared on a stand-alone basis and have been derived from the consolidated financial statements and accounting records of Avnet.

Allocation of General Corporate Expense

During the three months ended October 1, 2016 and October 3, 2015, TS was allocated $40.5 million and $42.9 million, respectively, of support and general corporate expenses incurred by Avnet which are included within selling, general and administrative expenses in the condensed combined statements of operations.

The expense allocations have been determined on a basis management considers to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the periods presented. The allocations may not, however, reflect the expense the Business would have incurred as an independent company for the periods presented. Actual costs that may have been incurred if the Business had been a standalone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

Pension and Retirement Plans

The Business’ employees participate in the defined benefit pension plan of the Parent. Avnet’s noncontributory defined benefit pension plan (the “Plan”) covers substantially all U.S. employees. The Plan itself, however, is a cash balance plan that is similar in nature to a defined contribution plan in that a participant’s benefit is defined in terms of a stated account balance. Employees are eligible to participate in the Plan following the first year of service during which they worked at least 1,000 hours.

The Plan provides defined benefits pursuant to a cash balance feature whereby a participant accumulates a benefit based upon a percentage of current salary, which varies with age, and interest credits. Avnet uses its fiscal year end as the measurement date for determining pension expense and benefit obligations for each fiscal year. Additionally, Avnet has pension plans of certain non-U.S. subsidiaries and other defined benefit plans, which are not considered material. The Business’ share of defined benefit plan costs were $2.9 million and $3.6 million for the three months ended October 1, 2016 and October 3, 2015, respectively. These expenses are included in selling, general and administrative expenses in the condensed combined statements of operations.

Stock-based Compensation

Avnet’s incentive compensation programs primarily consist of share awards, restricted share awards or stock options (any of which may be a performance award). Certain Parent employees supporting the Business’ operations, including certain employees dedicated to the Business, were historically granted these types of awards. These share-based compensation costs have been allocated to the Business as part of the general corporate expense allocations from the Parent, described above. These costs totaled $7.5 million and $10.5 million for the three months ended October 1, 2016 and October 3, 2015, respectively. The underlying equity for all awards granted under the plans consists of Avnet common shares. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results the Business would have experienced as an independent company for the periods presented. Share-based compensation expense is included in general and administrative expenses in the accompanying condensed combined statements of operations.

 

8


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

4. Goodwill and intangible assets

The following table presents the change in goodwill balances for the three months ended October 1, 2016. All of the accumulated impairment was recognized in fiscal 2009.

 

     Total  
     (Thousands)  

Gross goodwill

   $ 993,992   

Accumulated impairment

     (334,624
  

 

 

 

Carrying value at July 2, 2016

     659,368   
  

 

 

 

Additions

     —     

Adjustments

     —     

Foreign currency translation

     2,444   
  

 

 

 

Carrying value at October 1, 2016

   $ 661,812   
  

 

 

 

Gross goodwill

   $ 996,436   

Accumulated impairment

     (334,624
  

 

 

 

Carrying value at October 1, 2016

   $ 661,812   
  

 

 

 

Goodwill adjustments represent the net purchase accounting adjustments for acquisitions during the related measurement periods.

The following table presents the Business’ acquired identifiable intangible assets at October 1, 2016 and July 2, 2016, respectively:

 

     October 1, 2016      July 2, 2016  
     Acquired      Accumulated     Net Book      Acquired      Accumulated     Net Book  
     Amount      Amortization     Value      Amount      Amortization     Value  
     (Thousands)  

Customer related

   $ 163,424       $ (112,998   $ 50,426       $ 163,189       $ (108,479   $ 54,710   

Trade name and other

     1,159         (14     1,145         1,129         (13     1,116   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
   $ 164,583       $ (113,012   $ 51,571       $ 164,318       $ (108,492   $ 55,826   

Intangible asset amortization expense was $4.5 million and $4.6 million for the first quarters of fiscal 2017 and 2016, respectively. Intangible assets have a weighted average remaining life of approximately 4 years as of October 1, 2016. The following table presents the estimated future amortization expense for the next five fiscal years and thereafter (in thousands):

 

Fiscal Year

      

Remainder of fiscal 2017

   $ 14,120   

2018

     9,355   

2019

     9,311   

2020

     9,311   

2021

     6,329   

Thereafter

     3,145   
  

 

 

 

Total

   $ 51,571   

 

9


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

5. Debt

Short-term debt consists of the following (in thousands):

 

     October 1, 2016     July 2, 2016     October 1, 2016      July 2, 2016  
     Interest Rate     Carrying Balance  

Bank credit facilities and other

     5.44     5.30   $ 98,002       $ 102,544   
      

 

 

    

 

 

 

Short-term debt

       $ 98,002       $ 102,544   
      

 

 

    

 

 

 

Bank credit facilities and other consist of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the working capital requirements of the Business including its foreign operations. These facilities are short-term in nature due to the ability for the counterparties to terminate or demand payment upon notice to the Business. The Parent has guaranteed $35.3 million and $34.8 million of such facilities as of October 1, 2016 and July 2, 2016, respectively

The Business has historically participated in the Parent’s accounts receivable securitization program (the “Program”). Under the Program, the Business, for the benefit of the Parent, legally sells and isolates certain U.S. trade accounts receivable into a wholly owned and consolidated bankruptcy remote special purpose entity. Such receivables, which are recorded within “Receivables” in the condensed combined balance sheets, totaled $663.3 million and $696.4 million at October 1, 2016 and July 2, 2016, respectively, and serve as security under the Program.

6. Income taxes

The Business’ effective tax rate on income before income taxes was 43.6% in the first quarter of 2017 as compared with an effective tax rate of 43.9% in the first quarter of fiscal 2016. During the first quarter of fiscal 2017 and fiscal 2016, the Business’ effective tax rate was unfavorably impacted primarily by audit settlements, partially offset by a favorable mix of income in lower tax jurisdictions and unfavorably impacted primarily by audit settlements.

The Business applies the guidance in ASC 740 Income Taxes, which requires management to use its judgment to the appropriate weighting of all available evidence when assessing the need for the establishment or the release of valuation allowances. As part of this analysis, the Business examines all available evidence on a jurisdiction by jurisdiction basis and weighs the positive and negative evidence when determining the need for full or partial valuation allowances. The evidence considered for each jurisdiction includes, among other items: (i) the historic levels of income or losses over a range of time periods, which may extend beyond the most recent three fiscal years depending upon the historical volatility of income in an individual jurisdiction; (ii) expectations and risk associated with underlying estimates of future taxable income, including considering the historical trend of down-cycles in the Business’ served industries; (iii) jurisdictional specific limitations on the utilization of deferred tax assets including when such assets expire; and (iv) prudent and feasible tax planning strategies. Amounts presented in these condensed combined financial statements related to income taxes have been determined on a separate tax return basis.

7. Commitments and contingencies

From time to time, the Business may become a party to, or be otherwise involved in various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Business’ financial condition, liquidity or results of operations. The Business also is currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export. For certain of these matters it is not possible to determine the ultimate outcome, and the Business cannot reasonably estimate the maximum potential exposure or the range of possible loss for such matters due primarily to being in the preliminary stages of the related proceedings and investigations. The Business currently believes that the resolution of such matters will not have a material adverse effect on the Business’ financial position or liquidity, but could possibly be material to its results of operations in any one interim period.

 

10


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

In the first quarter of fiscal 2017, the Parent reached a legal settlement on behalf of the Business, resulting in the payment of $6.5 million to settle a lawsuit for an acquired business related to the operations of such business prior to the acquisition by the Business.

8. Additional cash flow information

The “Other, net” component of non-cash and other reconciling items within operating activities in the condensed combined statements of cash flows consisted of the following during the first three months of fiscal 2017 and 2016:

 

     October 1,      October 3,  
     2016      2015  
     (Thousands)  

Provision for doubtful accounts receivable

   $ 32       $ 1,633   

Other, net

     11         1,822   
  

 

 

    

 

 

 

Total

   $ 43       $ 3,455   
  

 

 

    

 

 

 

Interest payments were $0.4 million and $0.9 million during the first quarters of fiscal 2017 and 2016, respectively.

The Business includes book overdrafts as part of accounts payable on its condensed combined balance sheets and reflects changes in such balances as part of cash flows from operating activities in its condensed combined statements of cash flows.

9. Restructuring, integration, amortization and other expenses

Fiscal 2017

During the first quarter of fiscal 2017, the Business took certain actions in an effort to reduce future operating expenses. These actions include activities related to the Parent’s Avnet Advantage initiative, which is focused on creating long-term operational efficiencies. In addition, the Business incurred integration, amortization and other costs, including legal settlement costs as discussed further below. The following table presents the restructuring, integration, amortization and other expenses recorded during the first three months of fiscal 2017:

 

     Quarter Ended  
     October 1, 2016  
     (Thousands)  

Restructuring expenses

   $ 3,183   

Integration costs

     161   

Other costs, including acquisition costs

     7,845   

Changes in estimates for prior year restructuring liabilities

     (529

Amortization expense

     4,493   
  

 

 

 

Restructuring, integration, amortization and other expenses

   $ 15,153   
  

 

 

 

 

11


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

The activity related to the restructuring liabilities established and other associated expenses incurred during 2017 is presented in the following table:

 

            Facility                
     Severance      Exit Costs      Other      Total  
     (Thousands)  

Fiscal 2017 restructuring expenses

   $ 1,816       $ 1,300       $ 67       $ 3,183   

Cash payments

     (872      (112      (29      (1,013

Non-cash amounts

     —           —           —           —     

Other, principally foreign currency translation

     1         —           —           1   
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at October 1, 2016

   $ 945       $ 1,188       $ 38       $ 2,171   
  

 

 

    

 

 

    

 

 

    

 

 

 

Severance expense recorded in the first quarter of fiscal 2017 related to the reduction, or planned reduction, of over 100 employees, primarily in senior management, operations, sales and business support functions. Facility exit costs primarily consist of liabilities for remaining lease obligations for exited facilities. Other restructuring costs related primarily to other miscellaneous restructuring and exit costs. The Business expects the majority of the remaining severance and facility exit costs to be paid by the end of fiscal 2017.

Integration costs are primarily related to the integration of acquired businesses, the integration of certain regional businesses, the integration of significant information technology systems and incremental costs incurred as part of the consolidation, relocation and closure of warehouse and office facilities. Integration costs include certain consulting costs for significant new information technology systems and business operation integration assistance, facility moving costs, legal fees, travel, meeting, training, marketing and communication costs that are specifically and incrementally incurred as a result of such integration activities. Also included in integration costs are incremental salary costs specific to integration, consolidation and closure activities. Other costs consists primarily of professional fees incurred for acquisitions, costs incurred for businesses divested or closed in current or prior periods, any ongoing facilities operating costs associated with the consolidation, relocation and closure of facilities once such facilities have been vacated or substantially vacated, and other miscellaneous costs that relate to restructuring, integration and other expenses. Included in other costs during the first quarter of fiscal 2017 was $6.5 million of expense to settle a lawsuit for an acquired business related to the operations of such business prior to the acquisition by the Business.

Fiscal 2016

During fiscal 2016, the Business incurred restructuring expenses related to various restructuring actions intended to reduce future operating expenses. The following table presents the activity during the first three months of fiscal 2017 related to the remaining restructuring liabilities established during fiscal 2016:

 

            Facility                
     Severance      Exit Costs      Other      Total  
     (Thousands)  

Balance at July 2, 2016

   $ 4,367       $ 2,964       $ 220       $ 7,551   

Cash payments

     (2,695      (468      (46      (3,209

Changes in estimates, net

     (389      146         62         (181

Non-cash amounts

     —           —           (60      (60

Other, principally foreign currency translation

     (13      (1      (56      (70
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at October 1, 2016

   $ 1,270       $ 2,641       $ 120       $ 4,031   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of October 1, 2016, management expects the majority of the remaining severance, facility exit and other liabilities to be utilized by the end of fiscal 2017.

 

12


TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

 

Fiscal 2015 and prior

As of July 2, 2016, there was $3.0 million of restructuring liabilities remaining related to restructuring actions taken in fiscal years 2015 and prior, the majority of which relates to facility exit costs. The remaining balance for such historical restructuring liabilities as of October 1, 2016 was $2.0 million, which is expected to be paid by the end of fiscal 2017.

10. Subsequent Events

Subsequent events were evaluated through January 17, 2017, the date these condensed combined unaudited financial statements were available to be issued.

 

13