NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Tech Data Corporation (“Tech Data” or the “Company”) is one of the world’s largest IT distribution and solutions companies. Tech Data serves a critical role in the center of the IT ecosystem, bringing products from the world’s leading technology vendors to market, as well as helping customers create solutions best suited to maximize business outcomes for their end-user customers. Tech Data’s customers include value-added resellers, direct marketers, retailers, corporate resellers and managed service providers who support the diverse technology needs of end users. The Company manages its operations in three geographic segments: the Americas, Europe and Asia-Pacific.
On November 12, 2019, the Company entered into an Agreement and Plan of Merger, as subsequently amended on November 27, 2019 (the ''Merger Agreement''), with the affiliates of certain funds (the “Apollo Funds”), managed by affiliates of Apollo Global Management, LLC (“Apollo”), a leading global alternative investment manager. Pursuant to the Merger Agreement, the affiliates of Apollo Funds will acquire all the outstanding shares of the Company’s common stock for $145 per share in cash (the “Merger”). The completion of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of the Company’s common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, certain foreign regulatory approvals and other customary closing conditions.
Principles of Consolidation
The consolidated financial statements include the accounts of Tech Data and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company operates on a fiscal year that ends on January 31.
Basis of Presentation
The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission (“SEC”). The Company prepares its financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of October 31, 2019, its consolidated statements of income, comprehensive income (loss), and shareholders' equity for the three and nine months ended October 31, 2019 and 2018, and its consolidated cash flows for the nine months ended October 31, 2019 and 2018.
Seasonality
The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of currency fluctuations and seasonal variations in the demand for the products and services we sell. Narrow operating margins may magnify the impact of these factors on the Company's quarterly operating results. Historical seasonal variations have included an increase in European demand during the Company’s fiscal fourth quarter and decreased demand in other fiscal quarters. The seasonal trend in Europe typically results in greater operating leverage, and therefore, lower selling, general and administrative expenses as a percentage of net sales in the region and on a consolidated basis during the second half of the Company's fiscal year, particularly in the Company's fourth quarter. Therefore, the results of operations for the three and nine months ended October 31, 2019 and 2018 are not necessarily indicative of the results that can be expected for the entire fiscal year ended January 31, 2020.
Revenue Recognition
The Company’s revenues primarily result from the sale of various technology products and services. The Company recognizes revenue as control of products is transferred to customers, which generally happens at the point of shipment. Products sold by the Company are delivered via shipment from the Company’s facilities, dropshipment directly from the vendor, or by electronic delivery of keys for software products. In relation to product support, supply chain management and other services performed by the Company, revenue is recognized over time as the services are performed. Service revenues and related contract liabilities were not material for the periods presented.
The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction,
revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.
The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. The Company also provides volume rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.
The Company considers shipping & handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.
The Company disaggregates its operating segment revenue by geography, which the Company believes provides a meaningful depiction of the nature of its revenue. Net sales shown in Note 13 – Segment Information includes service revenues, which are not a significant component of total revenue and are aggregated within the respective geographies.
The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated net sales for the three and nine months ended October 31, 2019 and 2018 (as a percent of consolidated net sales):
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Three months ended October 31,
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Nine months ended October 31,
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|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Apple, Inc.
|
17%
|
|
17%
|
|
15%
|
|
15%
|
|
Cisco Systems, Inc.
|
11%
|
|
10%
|
|
11%
|
|
11%
|
|
HP Inc.
|
10%
|
|
11%
|
|
11%
|
|
11%
|
Legal settlements and other, net
The Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel and cathode ray tube displays, as well as reimbursement from insurance providers of certain costs incurred by the Company associated with the restatement of certain of the Company’s consolidated financial statements and other financial information from fiscal 2009 to 2013. The Company reached settlement agreements during the periods presented and has recorded these amounts, net of attorney fees and expenses, in “legal settlements and other, net” in the Consolidated Statement of Income.
Accounts Receivable Purchase Agreements
The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At October 31, 2019 and January 31, 2019, the Company had a total of $921 million and $1.1 billion, respectively, of accounts receivable sold to and held by financial institutions under these agreements. During both the three months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $4.1 million. During the nine months ended October 31, 2019 and 2018, discount fees recorded under these facilities were $11.8 million and $10.5 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.
Recently Adopted Accounting Standards
In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease
liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.
In August 2017, the FASB issued a new accounting standard that amends and simplifies guidance related to hedge accounting to more accurately portray the economics of an entity’s risk management activities in its financial statements. The Company adopted this standard during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued a new accounting standard which aligns the capitalization requirements for implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs incurred to develop or obtain internal-use software. The Company early adopted this standard on a prospective basis during the quarter ended April 30, 2019. The adoption of this standard had no material impact on the Company's consolidated financial statements.
Recently Issued Accounting Standards
In June 2016, the FASB issued an accounting standard which revises the methodology for measuring credit losses on financial instruments and the timing of the recognition of those losses. Under the new standard, financial assets measured at an amortized cost basis are to be presented net of the amount not expected to be collected via an allowance for credit losses. Estimated credit losses are to be based on historical information adjusted for management's expectation that current conditions and supportable forecasts differ from historical experience. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2020, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
Reclassifications
Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.
NOTE 2 — EARNINGS PER SHARE ("EPS")
The Company presents the computation of earnings per share on a basic and diluted basis. Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the reported period. Diluted EPS reflects the potential dilution related to equity-based incentives (see Note 7 – Stock-Based Compensation for further discussion) using the treasury stock method. The composition of basic and diluted EPS is as follows:
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Three months ended October 31,
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Nine months ended October 31,
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2019
|
|
2018
|
|
2019
|
|
2018
|
|
(in thousands, except per share data)
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|
|
|
|
|
|
|
|
Net income
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$
|
90,770
|
|
|
$
|
114,216
|
|
|
$
|
225,420
|
|
|
$
|
223,781
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares - basic
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35,720
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|
|
38,358
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|
|
36,395
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|
|
38,357
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|
Effect of dilutive securities:
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Equity based awards
|
248
|
|
|
168
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|
|
235
|
|
|
202
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|
|
Weighted average common shares - diluted
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35,968
|
|
|
38,526
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|
|
36,630
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|
|
38,559
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Earnings per share:
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Basic
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$
|
2.54
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|
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$
|
2.98
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|
|
$
|
6.19
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|
|
$
|
5.83
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|
Diluted
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$
|
2.52
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|
|
$
|
2.96
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|
|
$
|
6.15
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|
|
$
|
5.80
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|
For the three months ended October 31, 2019 and 2018, there were 485 and 45,072 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the nine months ended October 31, 2019 and 2018, there were 485 and 43,783 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.
NOTE 3 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES
Acquisition, integration and restructuring expenses are primarily comprised of costs related to the fiscal 2018 acquisition of Avnet, Inc.'s ("Avnet") Technology Solutions business ("TS") and restructuring costs related to the Global Business Optimization Program which was initiated in fiscal 2019.
Acquisitions
On February 27, 2017, Tech Data acquired all of the outstanding shares of TS for an aggregate purchase price of approximately $2.8 billion, comprised of approximately $2.5 billion in cash and 2,785,402 shares of the Company's common stock. Acquisition, integration and restructuring expenses related to the acquisition of TS are primarily comprised of restructuring costs, IT related costs, professional services, transaction related costs and other costs. Restructuring costs are comprised of severance and facility exit costs. IT related costs consist primarily of data center and non-ERP application migration and integration costs, as well as, IT related professional services. Professional services are primarily comprised of integration related activities, including professional fees for project management, accounting, tax and other consulting services. Transaction related costs primarily consist of investment banking fees, legal expenses and due diligence costs incurred in connection with the completion of the transaction. Other costs includes payroll related costs including retention, stock compensation, relocation and travel expenses, incurred as part of the integration of TS. For the nine months ended October 31, 2018, other costs are partially offset by a gain of $9.6 million related to the final working capital adjustment for the acquisition of TS as part of a settlement agreement with Avnet.
The Company incurred no acquisition, integration and restructuring expenses related to the acquisition of TS during the three and nine months ended October 31, 2019 and does not expect to incur any additional costs in future periods. Acquisition, integration and restructuring expenses for the three and nine months ended October 31, 2018 related to the acquisition of TS are comprised of the following:
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Three months ended October 31,
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Nine months ended October 31,
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2018
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2018
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(in thousands)
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Restructuring costs
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$
|
1,618
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|
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$
|
16,267
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IT related costs
|
2,120
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|
|
10,606
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Professional services
|
807
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|
5,213
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Transaction related costs
|
268
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|
1,461
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Other costs
|
2,340
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1,785
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Total
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$
|
7,153
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|
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$
|
35,332
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|
During the three months ended October 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $1.6 million in Europe. During the nine months ended October 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $3.6 million in the Americas and $12.7 million in Europe.
Additionally, the Company incurred $1.8 million of transaction related costs during the three and nine months ended October 31, 2019 related to the proposed Merger with the affiliates of Apollo Funds and the acquisition of DLT Solutions (see Note 14 - Subsequent Events for further discussion).
Global Business Optimization Program
In fiscal 2019, the Company's Board of Directors approved the Global Business Optimization Program (the "GBO Program") to increase investment in the Company’s strategic priorities and implement operational initiatives to drive productivity and enhance profitability. Under the GBO Program, the Company expects to incur cash charges of approximately $70 million to $80 million, primarily comprised of $40 million to $45 million of charges in Europe and $30 million to $35 million of charges in the Americas. The cash charges primarily consist of severance costs, and also include professional services and other costs.
Restructuring expenses related to the GBO Program are comprised of the following:
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|
Three months ended October 31,
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|
Nine months ended October 31,
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Cumulative Amounts Incurred to Date
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
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(in thousands)
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|
|
|
|
|
|
|
|
|
|
Severance costs
|
$
|
1,851
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|
|
$
|
8,741
|
|
|
$
|
9,185
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|
|
$
|
17,615
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|
|
$
|
35,612
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|
|
Professional services and other costs
|
1,030
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|
|
4,383
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|
|
5,126
|
|
|
13,852
|
|
|
21,240
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|
Total
|
$
|
2,881
|
|
|
$
|
13,124
|
|
|
$
|
14,311
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|
|
$
|
31,467
|
|
|
$
|
56,852
|
|
Restructuring costs related to the GBO Program by segment are as follows:
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|
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|
Three months ended October 31,
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|
Nine months ended October 31,
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|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
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(in thousands)
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|
|
|
|
|
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|
Americas
|
$
|
1,902
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|
|
$
|
2,502
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|
|
$
|
6,154
|
|
|
$
|
9,838
|
|
|
Europe
|
975
|
|
|
10,099
|
|
|
7,228
|
|
|
20,981
|
|
|
Asia-Pacific
|
4
|
|
|
523
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|
|
929
|
|
|
648
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Total
|
$
|
2,881
|
|
|
$
|
13,124
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|
|
$
|
14,311
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|
|
$
|
31,467
|
|
Restructuring activity during the nine months ended October 31, 2019 related to the GBO Program is as follows:
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|
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|
|
Nine months ended October 31, 2019
|
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|
Severance
|
|
Professional services and other costs
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|
Total
|
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(in thousands)
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|
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Balance at January 31, 2019
|
|
$
|
14,798
|
|
|
$
|
631
|
|
|
$
|
15,429
|
|
|
Fiscal 2020 restructuring expenses
|
|
9,185
|
|
|
5,126
|
|
|
14,311
|
|
|
Cash payments
|
|
(14,858
|
)
|
|
(5,721
|
)
|
|
(20,579
|
)
|
|
Foreign currency translation
|
|
(293
|
)
|
|
(23
|
)
|
|
(316
|
)
|
|
Balance at October 31, 2019
|
|
$
|
8,832
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|
|
$
|
13
|
|
|
$
|
8,845
|
|
NOTE 4 — GAIN ON DISPOSAL OF SUBSIDIARY
During the second quarter of fiscal 2019, the Company executed an agreement to sell certain of its operations in Ireland for a total sales price of approximately $15.3 million. The Company recorded a gain on sale of $6.7 million during the nine months ended October 31, 2018, which includes the reclassification of $5.1 million from accumulated other comprehensive income for cumulative translation adjustments associated with the Company’s investment in this foreign entity. The Company recorded an additional gain on the sale of this entity of $1.4 million during the three and nine months ended October 31, 2019. The operating results of this entity during the nine months ended October 31, 2018 were insignificant relative to the Company's consolidated financial results.
NOTE 5 — DEBT
The carrying value of the Company's outstanding debt consists of the following (in thousands):
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|
|
|
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|
As of:
|
October 31, 2019
|
|
January 31, 2019
|
|
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027
|
500,000
|
|
|
500,000
|
|
|
Term Loans, interest rate of 2.84% and 3.99% at October 31, 2019 and January 31, 2019, respectively
|
300,000
|
|
|
300,000
|
|
|
Other committed and uncommitted revolving credit facilities, average interest rate of 7.26% and 8.05% at October 31, 2019 and January 31, 2019, respectively
|
116,895
|
|
|
102,271
|
|
|
Other long-term debt
|
6,973
|
|
|
15,817
|
|
|
Less—unamortized debt discount and debt issuance costs
|
(6,411
|
)
|
|
(7,166
|
)
|
|
|
1,417,457
|
|
|
1,410,922
|
|
|
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)
|
(123,271
|
)
|
|
(110,368
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)
|
|
Total long-term debt
|
$
|
1,294,186
|
|
|
$
|
1,300,554
|
|
Senior Notes
In January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due February 15, 2022 (the "3.70% Senior Notes") and $500.0 million aggregate principal amount of 4.95% Senior Notes due February 15, 2027 (the "4.95% Senior Notes") (collectively the "2017 Senior Notes"). The Company pays interest on the 2017 Senior Notes semi-annually in arrears on February 15 and August 15 of each year. The interest rate payable on the 2017 Senior Notes will be subject to adjustment from time to time if the credit rating assigned to such series of notes changes. At no point will the interest rate be reduced below the interest rate payable on the notes on the date of the initial issuance or increase more than 2.00% above the interest rate payable on the notes of the series on the date of their initial issuance. The 2017 Senior Notes are senior unsecured obligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.
The Company, at its option, may redeem the 3.70% Senior Notes at any time prior to January 15, 2022 and the 4.95% Senior Notes at any time prior to November 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2017 Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Senior Notes to be redeemed, discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 3.70% Senior Notes and 40 basis points for the 4.95% Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date of redemption. The Company may also redeem the 2017 Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 3.70% Senior Notes and November 15, 2026 for the 4.95% Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the 2017 Senior Notes to be redeemed.
Other Credit Facilities
The Company has a $1.5 billion revolving credit facility with a syndicate of banks (the “Credit Agreement”) which, among other things, provides for (i) a maturity date of May 15, 2024, (ii) an interest rate on borrowings, facility fees and letter of credit fees based on the Company’s debt rating, (iii) the ability to increase the facility to a maximum of $1.75 billion, subject to certain conditions and (iv) certain subsidiaries of the Company to be designated as borrowers. The applicable borrower will pay interest on advances under the Credit Agreement based on LIBOR (or similar interbank offered rates depending on currency draw) plus a predetermined margin that is based on the Company’s debt rating. There were no amounts outstanding under the Credit Agreement at October 31, 2019 and January 31, 2019.
The Company entered into a term loan credit agreement in November 2016 with a syndicate of banks (the "2016 Term Loan Credit Agreement") which provided for the borrowing of senior unsecured term loans in an original aggregate principal amount of up to $1.0 billion. The Company paid interest on advances under the 2016 Term Loan Credit Agreement at a variable rate based on LIBOR plus a predetermined margin based on the Company's debt rating. The Company had $300 million outstanding under the 2016 Term Loan Credit Agreement at January 31, 2019. On August 2, 2019, the Company entered into a new term loan credit agreement (the “2019 Term Loan Credit Agreement”), the proceeds of which were used to repay in full the amounts outstanding under the 2016 Term Loan Credit Agreement. The 2019 Term Loan Credit Agreement, among other things, (i) provides for a $300 million term loan credit facility with a maturity date of August 2, 2021, (ii) provides for an interest rate on the outstanding principal amount of the loan that is based on LIBOR plus a predetermined margin, and (iii) may be increased up to a total of $500 million, subject to certain conditions. The Company had $300.0 million outstanding under the 2019 Term Loan Credit Agreement at October 31, 2019.
The Company also has an agreement with a syndicate of banks (the “Receivables Securitization Program”) that allows the Company to transfer an undivided interest in a designated pool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $1.0 billion. The scheduled termination date of the agreement is April 16, 2021. Under this program, the Company
transfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.7 billion at both October 31, 2019 and January 31, 2019. As collections reduce accounts receivable balances included in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. Interest is to be paid on advances under the Receivables Securitization Program at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at October 31, 2019 and January 31, 2019.
In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $394.9 million at October 31, 2019 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $116.9 million outstanding on these facilities at October 31, 2019, at a weighted average interest rate of 7.26%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.
At October 31, 2019, the Company had also issued standby letters of credit of $32.0 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.
Certain of the Company’s credit facilities contain limitations on the amounts of annual dividends and repurchases of common stock and require compliance with other obligations, warranties and covenants. The financial ratio covenants under these credit facilities include a maximum total leverage ratio and a minimum interest coverage ratio. At October 31, 2019, the Company was in compliance with all such financial covenants.
NOTE 6 — INCOME TAXES
U.S. Tax Reform
On December 22, 2017, the U.S. federal government enacted the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) which significantly revised U.S. corporate income tax law by, among other things, reducing the U.S. federal corporate income tax rate from 35% to 21% and implementing a modified territorial tax system that included a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. Due to the complexities involved in accounting for U.S. Tax Reform, the SEC issued Staff Accounting Bulletin (“SAB”) 118 which required that the Company include in its financial statements the reasonable estimate of the impact of U.S. Tax Reform on earnings to the extent such reasonable estimate had been determined. SAB 118 allowed the Company to report provisional amounts within a measurement period up to one year due to the complexities inherent in adopting the changes. During the three and nine months ended October 31, 2018, the Company decreased its provisional estimate of the one-time transition tax by $24.0 million upon further analysis of earnings and profits of the Company's foreign subsidiaries and utilization of foreign tax credits.
Tax Indemnifications
In connection with the acquisition of TS, pursuant to the interest purchase agreement, the Company and Avnet agreed to indemnify each other in relation to certain tax matters. As a result, the Company has recorded certain indemnification assets for expected amounts to be received from Avnet related to liabilities recorded for unrecognized tax benefits. The Company has also recorded certain indemnification liabilities for expected amounts to be paid to Avnet. The Company recorded a benefit in income tax expense of $5.5 million during the three months ended October 31, 2018 and a benefit in income tax expense of $0.6 million and $6.1 million during the nine months ended October 31, 2019 and 2018, respectively, due to the resolution of certain pre-acquisition tax matters.
Effective Tax Rate
The Company's effective tax rate was 22.1% and 2.0% for the three months ended October 31, 2019 and 2018, respectively, and 22.1% and 7.0% for the nine months ended October 31, 2019 and 2018, respectively. On an absolute dollar basis, the provision for income taxes increased to $25.7 million for the third quarter of fiscal 2020 compared to $2.3 million for the third quarter of fiscal 2019 and increased to $64.0 million for the nine months ended October 31, 2019 compared to $16.8 million for the nine months ended October 31, 2018.
The increase in both the effective tax rate and the provision for income taxes for the three and nine months ended October 31, 2019, as compared to the prior year is primarily due to the prior year decrease in the provisional estimate of the one-time transition tax related to U.S. Tax Reform and the impact of the resolution of certain pre-acquisition tax matters related to TS. The increase in both the effective tax rate and the provision for income taxes for the nine months ended October 31, 2019, as compared to the prior year, is also impacted by a $13.0 million income tax benefit recognized during the nine months ended October 31, 2018. The income tax benefit was due to the Company's finalization of the geographic allocation of the purchase price for the acquisition of TS for tax reporting purposes as part of a settlement agreement with Avnet, which resulted in the recognition of a deferred tax asset in the U.S. for future tax deductions related to the amortization of goodwill for tax purposes. Additionally, the increase in the absolute dollar value of the provision for income taxes for the nine months ended October 31, 2019 as compared to the prior year is due to an increase in taxable earnings.
NOTE 7 — STOCK-BASED COMPENSATION
The Company recorded $23.7 million of stock-based compensation expense for both the nine months ended October 31, 2019 and 2018.
The 2018 Equity Incentive Plan was approved by the Company’s shareholders in June 2018 and includes 2.0 million shares available for grant, of which approximately 1.7 million shares remain available for future grant at October 31, 2019. The Company is authorized to award officers, employees, and non-employee members of the Board of Directors restricted stock, options to purchase common stock, stock appreciation rights and performance awards that are dependent upon achievement of specified performance goals. Equity-based compensation awards have a maximum term of 10 years, unless a shorter period is specified by the Compensation Committee of the Board of Directors ("Compensation Committee") or is required under local law. Awards under the plan are priced as determined by the Compensation Committee and are required to be priced at, or above, the fair market value of the Company’s common stock on the date of grant. Awards generally vest between one year and three years from the date of grant. The Company’s policy is to utilize shares of its treasury stock, to the extent available, to satisfy its obligation to issue shares upon the exercise of awards.
Restricted stock units
A summary of the Company’s restricted stock activity for the nine months ended October 31, 2019 is as follows:
|
|
|
|
|
|
|
|
Shares
|
|
Nonvested at January 31, 2019
|
649,122
|
|
|
Granted
|
228,528
|
|
|
Vested
|
(263,334
|
)
|
|
Canceled
|
(29,851
|
)
|
|
Nonvested at October 31, 2019
|
584,465
|
|
Performance based restricted stock units
The Company's performance based restricted stock unit awards are subject to vesting conditions, including meeting specified cumulative performance objectives over a period of three years. Each performance based award recipient could vest in 0% to 150% of the target shares granted, contingent on the achievement of the Company's financial performance metrics. A summary of the Company’s performance based restricted stock activity, assuming maximum achievement for nonvested awards, for the nine months ended October 31, 2019 is as follows:
|
|
|
|
|
|
|
|
Shares
|
|
Nonvested at January 31, 2019
|
293,216
|
|
|
Granted
|
108,771
|
|
|
Vested
|
(16,996
|
)
|
|
Canceled
|
(18,648
|
)
|
|
Nonvested at October 31, 2019
|
366,343
|
|
NOTE 8 — FAIR VALUE MEASUREMENTS
The Company’s assets and liabilities carried or disclosed at fair value are classified in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than quoted market prices included in Level 1 above that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable inputs for the asset or liability. The classification of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following table summarizes the valuation of the Company's assets and liabilities that are measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2019
|
|
January 31, 2019
|
|
|
|
|
|
Fair value measurement category
|
|
Fair value measurement category
|
|
|
|
Balance sheet location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
Prepaid expenses and other assets
|
|
|
|
$
|
527
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
Foreign currency forward contracts
|
|
Other assets, net
|
|
|
|
16,307
|
|
|
|
|
|
|
—
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency swap
|
|
Prepaid expenses and other assets
|
|
|
|
133
|
|
|
|
|
|
|
—
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
Prepaid expenses and other assets
|
|
|
|
2,992
|
|
|
|
|
|
|
3,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency swap
|
|
Accrued expenses and other liabilities
|
|
|
|
$
|
238
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
Accrued expenses and other liabilities
|
|
|
|
5,268
|
|
|
|
|
|
|
6,641
|
|
|
|
The Company's derivative instruments are measured on a recurring basis based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers (Level 2 criteria) and are marked-to-market each period (see Note 9 – Derivative Instruments for further discussion).
The Company utilizes life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset recorded by the Company is the amount that would be realized upon the assumed surrender of the policy. This amount is based on the underlying fair value of the invested assets contained within the life insurance policies. The gains and losses are recorded in the Company’s Consolidated Statement of Income within "other expense, net." The related deferred compensation liability is also marked-to-market each period based upon the returns of the various investments selected by the plan participants and the gains and losses are recorded in the Company’s Consolidated Statement of Income within "selling, general and administrative expenses." The net realizable value of the Company's life insurance investments and related deferred compensation liability was $42.8 million and $42.6 million, respectively, at October 31, 2019 and $39.2 million and $39.1 million, respectively, at January 31, 2019.
The carrying value of the 2017 Senior Notes discussed in Note 5 – Debt represents cost less unamortized debt discount and debt issuance costs. The estimated fair value of the 2017 Senior Notes is based upon quoted market information (Level 1). The estimated fair value of the 2017 Senior Notes was $1.05 billion and $988 million, respectively, at October 31, 2019 and January 31, 2019 and the carrying value was $994.0 million and $992.8 million, respectively, at October 31, 2019 and January 31, 2019. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of debt outstanding pursuant to revolving credit facilities and term loan credit agreements approximated fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria).
NOTE 9 — DERIVATIVE INSTRUMENTS
In the ordinary course of business, the Company is exposed to movements in foreign currency exchange rates. The Company's foreign currency risk management objective is to protect earnings and cash flows from the impact of exchange rate changes primarily through the use of foreign currency forward contracts and a cross-currency swap.
Net Investment Hedges
The Company has entered into foreign currency forward contracts to hedge a portion of its net investment in euro denominated foreign operations which are designated as net investment hedges. The Company entered into the net investment hedges to offset the risk of change in the U.S. dollar value of the Company's investment in a euro functional subsidiary due to fluctuating foreign exchange rates. Gains and losses on net investment hedges are recorded in other comprehensive income (loss) until the sale or substantially complete liquidation of the underlying assets of the Company's investment. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the Consolidated Statement of Income under a systematic and rational method over the life of the hedging instrument.
The aggregate notional values of the Company's outstanding net investment hedge contracts by year of maturity as of October 31, 2019 are as follows:
|
|
|
|
|
|
|
|
|
Fiscal Year:
|
|
Notional Value
|
|
(in millions)
|
|
|
|
2020 (remaining 3 months)
|
|
$
|
—
|
|
|
2021
|
|
21.6
|
|
|
2022
|
|
21.6
|
|
|
2023
|
|
267.0
|
|
|
2024
|
|
12.4
|
|
|
Thereafter
|
|
293.4
|
|
|
Total
|
|
$
|
616.0
|
|
The following tables present the effects of the Company's net investment hedges on accumulated other comprehensive income ("AOCI") and earnings for the three and nine months ended October 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended October 31, 2019
|
|
|
|
Derivatives designated as net investment hedges:
|
|
Amount of gain (loss) recognized in other comprehensive income (loss)
|
|
Amount of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)
|
|
Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
13,490
|
|
|
$
|
—
|
|
|
$
|
3,381
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended October 31, 2019
|
|
|
|
Derivatives designated as net investment hedges:
|
|
Amount of gain (loss) recognized in other comprehensive income (loss)
|
|
Amount of gain (loss) reclassified from AOCI into income
|
|
Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)
|
|
Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
10,048
|
|
|
$
|
—
|
|
|
$
|
6,786
|
|
|
Interest expense
|
The Company had no net investment hedges outstanding during the three and nine months ended October 31, 2018.
Cash Flow Hedges
The Company has entered into a cross-currency swap to hedge its cash flows related to certain foreign-currency denominated debt which is designated as a cash flow hedge. The notional value of this swap was $4.5 million at October 31, 2019 and the swap has a maturity date of February 2020. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is initially reported as a component of other comprehensive income (loss). These gains and losses are subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged item.
The following tables present the effects of the Company's cash flow hedges on AOCI and earnings for the three and nine months ended October 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended October 31, 2019
|
|
|
|
Derivatives designated as cash flow hedges:
|
|
Amount of gain (loss) recognized in other comprehensive income (loss)
|
|
Amount of gain (loss) reclassified from AOCI into income
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
(in thousands)
|
|
|
|
|
|
|
|
Cross-currency swap
|
|
$
|
75
|
|
|
$
|
169
|
|
|
Interest expense
|
|
|
|
|
|
(114
|
)
|
|
Other expense, net
|
|
Total
|
|
$
|
75
|
|
|
$
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended October 31, 2019
|
|
|
|
Derivatives designated as cash flow hedges:
|
|
Amount of gain (loss) recognized in other comprehensive income (loss)
|
|
Amount of gain (loss) reclassified from AOCI into income
|
|
Location of gain (loss) reclassified from AOCI into income
|
|
(in thousands)
|
|
|
|
|
|
|
|
Cross-currency swap
|
|
$
|
220
|
|
|
$
|
457
|
|
|
Interest expense
|
|
|
|
|
|
(315
|
)
|
|
Other expense, net
|
|
Total
|
|
$
|
220
|
|
|
$
|
142
|
|
|
|
The Company had no cash flow hedges outstanding during the three and nine months ended October 31, 2018.
Derivatives Not Designated as Hedges
The Company additionally utilizes forward contracts that are not designated as hedging instruments to hedge intercompany loans, accounts receivable and accounts payable. The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The Company’s transactions in its foreign operations are denominated primarily in the following currencies: Australian dollar, British pound, Canadian dollar, Czech koruna, Danish krone, euro, Indian rupee, Indonesian rupiah, Mexican peso, Norwegian krone, Polish zloty, Singapore dollar, Swedish krona, Swiss franc and U.S. dollar.
The Company considers inventory as an economic hedge against foreign currency exposure in accounts payable in certain circumstances. This practice offsets such inventory against corresponding accounts payable denominated in currencies other than the functional currency of the subsidiary buying the inventory when determining the net exposure to be hedged using traditional forward contracts. Under this strategy, the Company would expect to increase or decrease selling prices for products purchased in foreign currencies based on fluctuations in foreign currency exchange rates affecting the underlying accounts payable. To the extent the Company incurs a foreign currency exchange loss (gain) on the underlying accounts payable denominated in the foreign currency, a corresponding increase (decrease) in gross profit would be expected as the related inventory is sold. This strategy can result in a certain degree of quarterly earnings volatility as the underlying accounts payable is remeasured using the foreign currency exchange rate prevailing at the end of each period, or settlement date if earlier, whereas the corresponding increase (decrease) in gross profit is not realized until the related inventory is sold.
The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated accounts receivable and accounts payable as a component of “cost of products sold” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged accounts receivable or accounts payable. The Company recognizes foreign currency exchange gains and losses on its derivative instruments not designated as hedges that are used to manage its exposures to foreign currency denominated financing transactions as a component of “other expense, net,” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged loans. The gains and losses on the Company's foreign currency forward contracts are largely offset by the change in the fair value of the underlying hedged assets or liabilities.
The total amount of gains (losses) recognized in earnings on the Company's derivatives not designated as hedges for the three and nine months ended October 31, 2019 and 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) recognized in earnings
|
|
|
|
|
|
Three months ended October 31,
|
|
Nine months ended October 31,
|
|
Derivatives not designated as hedges
|
|
Income statement location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
Cost of products sold
|
|
$
|
(3.0
|
)
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
|
Foreign currency forward contracts
|
|
Other expense, net
|
|
3.2
|
|
|
(31.9
|
)
|
|
(0.1
|
)
|
|
(43.4
|
)
|
|
Total
|
|
|
|
$
|
0.2
|
|
|
$
|
(21.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(20.9
|
)
|
The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended October 31, 2019 and 2018 were approximately $1.1 billion and $1.5 billion, respectively, with average maturities of 28 days and 24 days, respectively. The Company's average notional amounts of derivatives not designated as hedges outstanding during the nine months ended October 31, 2019 and 2018 were approximately $1.2 billion and $1.4 billion, respectively, with average maturities of 26 days and 27 days, respectively. As discussed above, under the Company's hedging policies, gains and losses on these derivative financial instruments are largely offset by the gains and losses on the underlying assets or liabilities being hedged.
The Company’s derivatives are also discussed in Note 8 – Fair Value Measurements.
NOTE 10 — SHAREHOLDERS' EQUITY
Share Repurchase Program
In October 2018, the Company's Board of Directors authorized a share repurchase program for up to $200.0 million of the Company's common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program. In August 2019, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's common stock, resulting in a total share repurchase authorization of $500.0 million. In conjunction with the Company’s share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on behalf of the Company. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of the Company’s common stock. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.
The Company’s common share issuance activity for the nine months ended October 31, 2019 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-average
price per share
|
|
Treasury stock balance at January 31, 2019
|
22,305,464
|
|
|
$
|
46.53
|
|
|
Shares of treasury stock repurchased under share repurchase program
|
1,697,609
|
|
|
98.37
|
|
|
Shares of treasury stock reissued for equity incentive plans
|
(205,036
|
)
|
|
|
|
Treasury stock balance at October 31, 2019
|
23,798,037
|
|
|
$
|
50.22
|
|
As of October 31, 2019, the Company had $226.0 million available for future repurchases of its common stock under the authorized share repurchase program. Pursuant to the terms of the Merger Agreement with the affiliates of Apollo Funds, the Company suspended its share repurchase program as of November 13, 2019.
Accumulated Other Comprehensive Income
The following tables summarize the change in the components of AOCI for the three and nine months ended October 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of taxes
|
|
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
Total
|
|
(in thousands)
|
|
|
|
|
|
|
|
Balance at July 31, 2019
|
|
$
|
(28,559
|
)
|
|
$
|
58
|
|
|
$
|
(28,501
|
)
|
|
Other comprehensive income (loss) before reclassification
|
|
33,255
|
|
|
75
|
|
|
33,330
|
|
|
Reclassification of (gain) loss from AOCI into income
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
|
Balance at October 31, 2019
|
|
$
|
4,696
|
|
|
$
|
78
|
|
|
$
|
4,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of taxes
|
|
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
Total
|
|
(in thousands)
|
|
|
|
|
|
|
|
Balance at July 31, 2018
|
|
$
|
97,985
|
|
|
$
|
—
|
|
|
$
|
97,985
|
|
|
Other comprehensive income (loss) before reclassification
|
|
(91,430
|
)
|
|
—
|
|
|
(91,430
|
)
|
|
Reclassification of (gain) loss from AOCI into income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Balance at October 31, 2018
|
|
$
|
6,555
|
|
|
$
|
—
|
|
|
$
|
6,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of taxes
|
|
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
Total
|
|
(in thousands)
|
|
|
|
|
|
|
|
Balance at January 31, 2019
|
|
$
|
43,786
|
|
|
$
|
—
|
|
|
$
|
43,786
|
|
|
Other comprehensive income (loss) before reclassification
|
|
(39,090
|
)
|
|
220
|
|
|
(38,870
|
)
|
|
Reclassification of (gain) loss from AOCI into income
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|
Balance at October 31, 2019
|
|
$
|
4,696
|
|
|
$
|
78
|
|
|
$
|
4,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of taxes
|
|
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
Total
|
|
(in thousands)
|
|
|
|
|
|
|
|
Balance at January 31, 2018
|
|
$
|
288,292
|
|
|
$
|
—
|
|
|
$
|
288,292
|
|
|
Other comprehensive income (loss) before reclassification
|
|
(276,664
|
)
|
|
—
|
|
|
(276,664
|
)
|
|
Reclassification of (gain) loss from AOCI into income
|
|
(5,073
|
)
|
|
—
|
|
|
(5,073
|
)
|
|
Balance at October 31, 2018
|
|
$
|
6,555
|
|
|
$
|
—
|
|
|
$
|
6,555
|
|
NOTE 11 — LEASES
At contract inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating leases for certain logistics centers, office facilities, vehicles and equipment. The Company’s finance leases are not material. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Certain of the Company’s operating leases contain options to extend the lease, which are included in the lease term when it is reasonably certain that the option will be exercised. Certain of the Company's operating leases contain options to terminate the lease; periods after the date of the termination option are included in the lease term when it is reasonably certain that the Company will not exercise the option to terminate the lease. The Company has elected to not separately recognize the lease and non-lease components of a contract for all operating leases.
Operating leases are included in “other assets, net”, “accrued expenses and other liabilities” (for the current portion of lease liabilities) and “other long-term liabilities” on the Consolidated Balance Sheet. These assets and liabilities are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the Company's incremental borrowing rate. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recognized in “selling, general and administrative expenses” on the Consolidated Statement of Income. Variable lease costs are recognized as incurred.
The following table presents the contractual maturities of the Company's operating lease liabilities as of October 31, 2019:
|
|
|
|
|
|
|
|
|
Fiscal year:
|
|
|
|
(in thousands)
|
|
|
|
2020 (remaining 3 months)
|
|
$
|
16,914
|
|
|
2021
|
|
65,146
|
|
|
2022
|
|
46,204
|
|
|
2023
|
|
36,642
|
|
|
2024
|
|
27,393
|
|
|
Thereafter
|
|
66,699
|
|
|
Total payments
|
|
$
|
258,998
|
|
|
Less amount of lease payments representing interest
|
|
(32,395
|
)
|
|
Total present value of lease payments
|
|
$
|
226,603
|
|
Rental expense for all operating leases totaled $21.6 million and $65.0 million during the three and nine months ended October 31, 2019, respectively. These costs primarily relate to fixed costs for long-term operating leases, but also include immaterial amounts for variable lease costs and short-term operating leases.
The following amounts were recorded in the Company's Consolidated Balance Sheet as of October 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
Balance sheet location
|
|
October 31, 2019
|
|
(in thousands)
|
|
|
|
|
|
Operating lease right-of-use assets
|
|
Other assets, net
|
|
$
|
227,875
|
|
|
Current operating lease liabilities
|
|
Accrued expenses and other liabilities
|
|
64,547
|
|
|
Non-current operating lease liabilities
|
|
Other long-term liabilities
|
|
162,056
|
|
Supplemental cash flow information related to the Company's operating leases is as follows:
|
|
|
|
|
|
|
|
|
Cash flow information
|
|
Nine months ended October 31, 2019
|
|
(in thousands)
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
$
|
52,121
|
|
|
Non-cash right-of-use assets obtained in exchange for lease liabilities:
|
|
58,691
|
|
The weighted-average remaining lease term and discount rate were as follows as of October 31, 2019:
|
|
|
|
|
|
|
|
Operating lease term and discount rate
|
|
Operating Leases
|
|
Weighted-average remaining lease term
|
|
5.7 years
|
|
|
Weighted-average discount rate
|
|
4.8
|
%
|
NOTE 12 — COMMITMENTS AND CONTINGENCIES
Guarantees
The Company has arrangements with certain finance companies that provide inventory financing facilities to the Company’s customers. In conjunction with certain of these arrangements, the Company would be required to purchase certain inventory in the event the inventory is repossessed from the customers by the finance companies. As the Company does not have access to information regarding the amount of inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by the Company under these arrangements have been insignificant to date. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.
Contingencies
In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of the Company’s Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” The Company estimates the total exposure related to the CIDE tax, including interest, was approximately $19.2 million at October 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. Accordingly, the Company has not recorded an accrual for the total estimated CIDE tax exposure. However, due to the lack of predictability of the Brazilian court system, the Company has concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. The Company believes the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity.
In June 2013, the Company was subject to a document seizure by the French Autorité de la Concurrence ("Competition Authority") following allegations of anticompetitive distribution practices in the French market for the products of one of the Company's suppliers. In October 2018, the Competition Authority delivered a notification des griefs (statement of objections) to the Company, stating that the Competition Authority is pursuing charges against the Company in this matter. In July 2019, the Competition Authority delivered a rapport (report), which is a further step towards proposing charges in this matter. The Competition Authority has taken similar action against the Company's supplier and another of the supplier's distributors. The administrative proceedings could result in the imposition of a fine against the Company, which could be material in amount. If a fine is imposed, the Company would be entitled to appeal the administrative determination to the French courts, although the Company would be required to pay the fine before doing so. At this time, the Company cannot assess the likelihood that these proceedings will be finally resolved against Tech Data, and the Company cannot reasonably estimate the amount of fine that may be imposed.
The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
NOTE 13 — SEGMENT INFORMATION
The Company operates predominantly in a single industry segment as a distributor of technology products, logistics management, and other value-added services. While the Company operates primarily in one industry, it is managed based on three geographic segments: the Americas, Europe and Asia-Pacific. The Company does not consider stock-based compensation expense in assessing the performance of its operating segments, and therefore the Company excludes stock-based compensation expense from segment information. The accounting policies of the segments are the same as those described in Note 1 – Business and Summary of Significant Accounting Policies.
Financial information by geographic segment is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended October 31,
|
|
Nine months ended October 31,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Net sales:
|
|
|
|
|
|
|
|
|
Americas (1)
|
$
|
4,202,320
|
|
|
$
|
4,137,852
|
|
|
$
|
12,308,249
|
|
|
$
|
11,799,389
|
|
|
Europe
|
4,622,270
|
|
|
4,920,156
|
|
|
13,371,397
|
|
|
14,130,985
|
|
|
Asia-Pacific
|
294,354
|
|
|
282,021
|
|
|
937,966
|
|
|
844,075
|
|
|
Total
|
$
|
9,118,944
|
|
|
$
|
9,340,029
|
|
|
$
|
26,617,612
|
|
|
$
|
26,774,449
|
|
|
|
|
|
|
|
|
|
|
|
Operating income:
|
|
|
|
|
|
|
|
|
Americas (2), (3), (4)
|
$
|
82,420
|
|
|
$
|
112,399
|
|
|
$
|
244,138
|
|
|
$
|
261,671
|
|
|
Europe (5), (6), (7)
|
66,536
|
|
|
39,889
|
|
|
140,605
|
|
|
86,292
|
|
|
Asia-Pacific
|
279
|
|
|
2,739
|
|
|
3,223
|
|
|
3,480
|
|
|
Stock-based compensation expense
|
(7,347
|
)
|
|
(8,139
|
)
|
|
(23,707
|
)
|
|
(23,694
|
)
|
|
Total
|
$
|
141,888
|
|
|
$
|
146,888
|
|
|
$
|
364,259
|
|
|
$
|
327,749
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
Americas
|
$
|
24,163
|
|
|
$
|
23,394
|
|
|
$
|
71,602
|
|
|
$
|
70,244
|
|
|
Europe
|
11,763
|
|
|
13,679
|
|
|
35,294
|
|
|
42,686
|
|
|
Asia-Pacific
|
2,041
|
|
|
2,169
|
|
|
5,830
|
|
|
6,711
|
|
|
Total
|
$
|
37,967
|
|
|
$
|
39,242
|
|
|
$
|
112,726
|
|
|
$
|
119,641
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
Americas
|
$
|
11,191
|
|
|
$
|
11,493
|
|
|
$
|
29,989
|
|
|
$
|
24,105
|
|
|
Europe
|
6,373
|
|
|
4,742
|
|
|
19,158
|
|
|
13,821
|
|
|
Asia-Pacific
|
576
|
|
|
1,195
|
|
|
2,503
|
|
|
2,227
|
|
|
Total
|
$
|
18,140
|
|
|
$
|
17,430
|
|
|
$
|
51,650
|
|
|
$
|
40,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of:
|
October 31, 2019
|
|
January 31, 2019
|
|
Identifiable assets:
|
|
|
|
|
Americas
|
$
|
5,670,555
|
|
|
$
|
5,402,316
|
|
|
Europe
|
6,420,274
|
|
|
6,970,822
|
|
|
Asia-Pacific
|
603,907
|
|
|
613,414
|
|
|
Total
|
$
|
12,694,736
|
|
|
$
|
12,986,552
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
Americas (1)
|
$
|
219,300
|
|
|
$
|
217,863
|
|
|
Europe
|
51,051
|
|
|
52,162
|
|
|
Asia-Pacific
|
4,662
|
|
|
4,892
|
|
|
Total
|
$
|
275,013
|
|
|
$
|
274,917
|
|
|
|
|
|
|
|
Goodwill & acquisition-related intangible assets, net:
|
|
|
|
|
Americas
|
$
|
1,045,627
|
|
|
$
|
1,083,699
|
|
|
Europe
|
545,625
|
|
|
575,776
|
|
|
Asia-Pacific
|
55,495
|
|
|
60,154
|
|
|
Total
|
$
|
1,646,747
|
|
|
$
|
1,719,629
|
|
|
|
|
|
(1)
|
Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended October 31, 2019 and 2018 and 90% of the total Americas' net sales for both the nine months ended October 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both October 31, 2019 and January 31, 2019.
|
|
|
|
|
(2)
|
Operating income in the Americas for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.5 million and $6.0 million, respectively. Operating income in the Americas for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.8 million and $19.0 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).
|
|
|
|
|
(3)
|
Operating income in the Americas includes a gain related to legal settlements and other, net, of $7.2 million for the three months ended October 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $15.4 million for the nine months ended October 31, 2019 and 2018, respectively (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies).
|
|
|
|
|
(4)
|
Operating income in the Americas for the three and nine months ended October 31, 2018 includes a benefit of approximately $25 million related to the collection of an accounts receivable balance previously considered uncollectible.
|
|
|
|
|
(5)
|
Operating income in Europe for the three months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.0 million and $13.1 million, respectively. Operating income in Europe for the nine months ended October 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $7.2 million and $44.4 million, respectively.
|
|
|
|
|
(6)
|
Operating income in Europe for the three and nine months ended October 31, 2018 includes expenses of $5.5 million and $6.5 million, respectively, related to the recognition of certain tax indemnification liabilities (see further discussion in Note 6 – Income Taxes).
|
|
|
|
|
(7)
|
Operating income in Europe for both the three and nine months ended October 31, 2019 includes a gain on disposal of a subsidiary of $1.4 million. Operating income in Europe for the nine months ended October 31, 2018 includes a gain on disposal of a subsidiary of $6.7 million (see further discussion in Note 4 – Gain on Disposal of Subsidiary).
|
NOTE 14 - SUBSEQUENT EVENTS
On November 25, 2019, the Company completed the acquisition of DLT Solutions ("DLT"), a premier software and cloud solutions aggregator focused on the U.S. public sector. The Company acquired all of the outstanding shares of DLT for a purchase price of approximately $205 million in cash, subject to certain working capital and other adjustments. The DLT acquisition enables Tech Data to proactively develop opportunities, accelerate growth and simplify complexity for its channel partners that are serving the U.S. public sector space.
Since the closing of this acquisition occurred subsequent to the end of the Company's third quarter, the allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed. The major classes of assets and liabilities acquired include accounts receivable, accounts payable, intangible assets and goodwill. The Company's fourth quarter fiscal 2020 operating results will include the results from DLT following the date of acquisition. Based on the timing of the acquisition and lack of available information, the Company has determined it to be impracticable to disclose a preliminary purchase price allocation at this time.