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Table of Contents
INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In 000s, except per share data)
The remaining liabilities and 2013 activities associated with the aforementioned actions are summarized in the table below:
Reorganization Liability
Remaining Liability
at December 29,
2012
Expenses (Income),
Net
Amounts Paid
and Charged
Against the
Liability
Foreign Currency
Translation (a)
Remaining Liability
at December 28,
2013
2013 Reorganization actions
Employee termination benefits $ — $ 25,327 $(12,615) $ 177 $ 12,889
Facility Costs 9,329 (3,438)(385) $ 5,506
Subtotal 34,656 (16,053) (208)18,395 (b)
2012 Reorganization actions
Employee termination benefits 1,826 (200)(604)37 1,059 (c)
2011 Reorganization actions
Employee termination benefits 79 (79) —
2009 and prior reorganization actions
Facility Costs 6,214 173 (3,137)(230) $ 3,020 (d)
$8,119 $34,629 $ (19,873) $ (401) $ 22,474
(a) Reflects the net foreign currency impact on the U.S. dollar liability.
(b) We expect the remaining liabilities to be substantially utilized by the end of 2016.
(c) We expect the remaining liabilities to be substantially utilized by the end of 2014.
(d) We expect the remaining liabilities to be fully utilized by the end of 2015.
Note 4 — Acquisitions, Goodwill and Intangible Assets
2013 Acquisitions
On December 2, 2013, we acquired all of the issued and outstanding shares of Shipwire, a global provider of e-commerce fulfillment services for small-
to-medium-sized business worldwide for cash of $86,000. The major classes of assets and liabilities to which we preliminarily allocated the purchase price
were goodwill of $65,000, and identifiable intangible assets of $25,000, primarily consisting of software, trade name and customer relationships with
estimated lives of five years. The goodwill recognized in connection with the acquisition is primarily attributable to the assembled workforce and our
expectation of extending Shipwire's brand and the reach of its networked platform, while enhancing our existing portfolio of products and services. This
acquisition will expand our solutions offerings into the large and growing e-commerce fulfillment market.
On September 30, 2013, we completed the acquisition of Norcross, Georgia-based CloudBlue, a provider of enterprise IT asset disposition, on-site data
destruction and e-waste recycling services to large enterprise customers for cash of $38,500. We have preliminarily allocated the purchase price to the
identifiable assets acquired and liabilities assumed at their estimated fair values which included approximately $15,000 of intangible assets and approximately
$25,000 of goodwill. The identifiable intangible assets primarily consisted of customer relationships, software and trade name with estimated useful lives up
to five years. The goodwill recognized is primarily attributable to the assembled workforce and our expectation of expanding our supply chain solutions
portfolio with a full suite of in-demand services.
On September 12, 2013, we acquired all of the outstanding shares of Canada-based SoftCom, a cloud marketplace and global service provider, for cash
of $11,000 and payment of outstanding debt of $3,400. In addition, the purchase price includes a deferred payment of $5,000, payable over three years and a
$3,650 three-year performance-based earn-out. We have preliminarily allocated the purchase price to the identifiable assets acquired and liabilities assumed at
their estimated fair values which included approximately $9,000 of intangible assets and approximately $15,000 of goodwill. The identifiable intangible assets
primarily consisted of domain names and software with estimated useful lives of six years. The goodwill recognized is primarily attributable to the assembled
workforce and the enhancement of cloud offerings road map and aggregation platform to our reseller partners.
These entities have been included in our consolidated results of operations since their respective acquisition dates.
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