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Acquisitions and Discontinued operations
12 Months Ended
Jun. 29, 2019
Discontinued Operations and Disposal Groups  
Acquisitions and Discontinued operations

3. Acquisitions and Discontinued operations

Acquisition of Softweb Solutions

At the end of December 2018, the Company acquired Softweb Solutions (“Softweb”) a privately held software and artificial intelligence company that delivers software solutions for Internet of Things (“IoT”) applications and systems designed to increase efficiency, speed time to market, and help businesses transform. The impact of this acquisition was not material to the Company’s consolidated balance sheets or statements of operations and as a result, the Company has not disclosed the preliminary allocation of purchase price or the pro-forma impact of the acquisition.

Discontinued Operations

In February 2017, the Company completed the sale of its Technology Solutions (“TS”) business to Tech Data Corporation (the “Buyer”). The TS business and the financial impacts of the divestiture are classified as discontinued operations in all periods presented. In August 2018, the Company executed a settlement agreement with the Buyer resulting in a final adjustment of $120.0 million and a final geographic allocation of the TS business sales price for tax reporting purposes. This incremental consideration received from the sale of the TS business as well as cash settlements from the resolution of indemnification claims and other cash reimbursements have been classified as cash flow from discontinued operations investing activities. Income tax payments related to the gain on sale of the TS business have been classified as cash flow from discontinued operations operating activities.

Under the contractual terms of the sale of the TS business, the Company has indemnified the Buyer for certain liabilities including tax related matters, which may result in future indemnification expenses and indemnification payments to the Buyer depending upon the outcome of those matters subject to indemnification.

Financial results of the TS business for fiscal 2017 including the gain on sale is presented as “Income (loss) from discontinued operations, net of tax” on the Consolidated Statements of Operations and is summarized as follows:

 

 

 

 

 

 

 

Year Ended

 

 

July 1,

 

 

2017

 

 

(Thousands)

Sales

 

$

5,432,140

Cost of sales

 

 

4,883,945

Gross profit

 

 

548,195

Selling, general and administrative expenses

 

 

430,003

Restructuring, integration and other expenses

 

 

7,280

Operating income

 

 

110,912

Interest and other expense, net

 

 

(24,291)

Income from discontinued operations before income taxes

 

 

86,621

Income tax expense

 

 

47,050

Income from discontinued operations, net of taxes

 

 

39,571

Gain on sales of discontinued operations, net of tax

 

 

222,356

Net income from discontinued operations, net of taxes

 

$

261,927

Included within the estimated gain on sale of $222.4 million, net of tax, recorded in fiscal 2017, was $181.5 million of expense reclassified out of accumulated comprehensive income primarily related to TS business cumulative translation adjustments.

Included within selling, general and administrative expenses of discontinued operations was $34.9 million of corporate expenses specific to or benefiting the TS business for fiscal 2017.

During fiscal 2019, the Company recorded $3.8 million of losses from discontinued operations, net of tax. During fiscal 2018, the Company recorded $13.5 million of losses from discontinued operations, net of tax, of which $14.9 million related to pension settlement expenses associated with former TS employee pension withdrawals.