Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Zebra Technologies Corporation and its subsidiaries ("Zebra" or "Company") is a global leader respected for innovative solutions in the automatic information and data capture industry. We design, manufacture, and sell a broad range of products that capture and move data, including: mobile computers; barcode scanners and imagers; radio frequency identification device ("RFID") readers; wireless LAN (“WLAN”) solutions and software; specialty printers for barcode labeling and personal identification; real-time location systems (“RTLS”); related accessories and supplies such as self-adhesive labels and other consumables; and software and services that are associated with these products. End-users of our products include those in the retail, transportation and logistics, manufacturing, healthcare, hospitality, warehouse and distribution, energy and utilities, and education industries around the world.
Our customers have traditionally benefited from proven solutions that increase productivity and improve efficiency and asset utilization. The Company is poised to drive and capitalize on the evolution of the data capture industry into the broader Enterprise Asset Intelligence ("EAI") industry, based on important technology trends like the Internet of Things ("IoT"), ubiquitous mobility and cloud computing. EAI solutions offer additional benefits to our customers including real-time, data-driven insights that improve operational visibility and drive workflow optimization.
Segments
The Company’s operations consist of 2 reportable segments: Legacy Zebra and Enterprise.
Legacy Zebra
The Legacy Zebra segment is an industry leader in barcode printing and asset tracking technologies. Its major product lines include barcode and card printers, location solutions, supplies, and services. Industries served include retail, transportation and logistics, manufacturing, healthcare, and other end markets within the following regions: North America; Latin America; Asia-Pacific; and Europe, Middle East, and Africa.
Enterprise
The Enterprise segment is an industry leader in automatic information and data capture solutions. Its major product lines include mobile computing, data capture, RFID, WLAN, and services. Industries served include retail, transportation and logistics, manufacturing, healthcare, and other end markets within the following regions: North America; Latin America; Asia-Pacific; and Europe, Middle East, and Africa.
Geographic Information. For the six months ended July 2, 2016, the Company recorded $1,728 million of net sales in its consolidated statements of operations, of which approximately 48.0% were attributable to North America; approximately 32.2% were attributable to Europe, Middle East, and Africa ("EMEA"); and other foreign locations accounted for the remaining 19.8%.
Results of Operations
All of the financial information presented in this Item 2 has been revised to reflect the restatement more fully described in Note 2 to the Consolidated Financial Statements.
Consolidated Results of Operations (in millions, except percentages):
The following tables present key statistics for the Company's operations for the three and six months ended July 2, 2016 and July 4, 2015, respectively
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 879 | $ | 890 | $ | (11 | ) | (1.2 | )% | $ | 1,728 | $ | 1,783 | $ | (55 | ) | (3.1 | )% | |||||||||||
| Gross profit | 406 | 393 | 13 | 3.3 | % | 796 | 802 | (6 | ) | (0.7 | )% | ||||||||||||||||||
| Operating expenses | 383 | 407 | (24 | ) | (5.9 | )% | 763 | 796 | (33 | ) | (4.1 | )% | |||||||||||||||||
| Operating income (loss) | $ | 23 | $ | (14 | ) | 37 | NM | $ | 33 | $ | 6 | 27 | NM | ||||||||||||||||
| Gross margin | 46.2 | % | 44.2 | % | 46.1 | % | 45.0 | % |
Net sales by product category were as follows (in millions, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Hardware | $ | 685 | $ | 695 | $ | (10 | ) | (1.4 | )% | $ | 1,331 | $ | 1,383 | $ | (52 | ) | (3.8 | )% | |||||||||||
| Supplies | 68 | 67 | 1 | 1.5 | % | 138 | 134 | 4 | 3.0 | % | |||||||||||||||||||
| Service and software | 126 | 128 | (2 | ) | (1.6 | )% | 259 | 266 | (7 | ) | (2.6 | )% | |||||||||||||||||
| Total Net sales | $ | 879 | $ | 890 | $ | (11 | ) | (1.2 | )% | $ | 1,728 | $ | 1,783 | $ | (55 | ) | (3.1 | )% |
Net sales to customers by geographic region were as follows (in millions, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Geographic Region | |||||||||||||||||||||||||||||
| Europe, Middle East and Africa | $ | 283 | $ | 303 | $ | (20 | ) | (6.6 | )% | $ | 557 | $ | 594 | $ | (37 | ) | (6.2 | )% | |||||||||||
| Latin America | 53 | 55 | (2 | ) | (3.6 | )% | 99 | 108 | (9 | ) | (8.3 | )% | |||||||||||||||||
| Asia-Pacific | 129 | 118 | 11 | 9.3 | % | 243 | 224 | 19 | 8.5 | % | |||||||||||||||||||
| Total International | 465 | 476 | (11 | ) | (2.3 | )% | 899 | 926 | (27 | ) | (2.9 | )% | |||||||||||||||||
| North America | 414 | 414 | — | — | % | 829 | 857 | (28 | ) | (3.3 | )% | ||||||||||||||||||
| Total Net sales | $ | 879 | $ | 890 | $ | (11 | ) | (1.2 | )% | $ | 1,728 | $ | 1,783 | $ | (55 | ) | (3.1 | )% |
Operating expenses are summarized below (in millions, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Selling and marketing | $ | 112 | $ | 125 | $ | (13 | ) | (10.4 | )% | $ | 225 | $ | 247 | $ | (22 | ) | (8.9 | )% | |||||||||||
| Research and development | 95 | 100 | (5 | ) | (5.0 | )% | 188 | 196 | (8 | ) | (4.1 | )% | |||||||||||||||||
| General and administrative | 77 | 70 | 7 | 10.0 | % | 151 | 136 | 15 | 11.0 | % | |||||||||||||||||||
| Amortization of intangible assets | 60 | 63 | (3 | ) | (4.8 | )% | 119 | 131 | (12 | ) | (9.2 | )% | |||||||||||||||||
| Acquisition and integration costs | 34 | 31 | 3 | 9.7 | % | 70 | 57 | 13 | 22.8 | % | |||||||||||||||||||
| Exit and restructuring costs | 5 | 18 | (13 | ) | (72.2 | )% | 10 | 29 | (19 | ) | (65.5 | )% | |||||||||||||||||
| Total Operating expenses | $ | 383 | $ | 407 | $ | (24 | ) | (5.9 | )% | $ | 763 | $ | 796 | $ | (33 | ) | (4.1 | )% |
The Company’s non-operating income and expense items are summarized in the following table (in millions, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Foreign exchange (loss) gain | $ | (5 | ) | $ | 11 | $ | (16 | ) | (145.5 | )% | $ | (3 | ) | $ | (16 | ) | $ | 13 | (81.3 | )% | |||||||||
| Interest expense and other, net | (51 | ) | (50 | ) | (1 | ) | 2.0 | % | (102 | ) | (101 | ) | (1 | ) | 1.0 | % | |||||||||||||
| Total other expenses | $ | (56 | ) | $ | (39 | ) | $ | (17 | ) | 43.6 | % | $ | (105 | ) | $ | (117 | ) | $ | 12 | (10.3 | )% |
Income Taxes (in millions, except percentages):
| Three months ended | Six months ended | ||||||||||||||||||||||||||||
| July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Income tax expense (benefit) | $ | 12 | $ | 24 | $ | (12 | ) | (50.0 | )% | $ | (1 | ) | $ | (9 | ) | $ | 8 | (88.9 | )% | ||||||||||
| Effective tax rate | 36.4 | % | (44.8 | )% | 1.4 | % | 8.4 | % |
Second quarter 2016 compared to second quarter 2015
The decline in sales in the second quarter compared to the prior year second quarter was primarily a result of lower hardware sales in EMEA and Latin America and the unfavorable impact of foreign currency changes in EMEA, partially offset by growth in hardware sales in Asia-Pacific. The overall decline in hardware sales was primarily due to lower sales volume of barcode printers, wireless LAN, and location solutions. This was partially offset by increased sales of mobile computing and data capture products. On a constant currency basis, overall net sales were comparable to the prior year quarter, reflecting growth of approximately 10% in Asia-Pacific, essentially flat sales in North America, and a decline of approximately 4% in both EMEA and Latin America.
The improvement in gross margin in the second quarter compared to the year ago period reflects an increase in the Enterprise segment gross margin due primarily to changes in product mix, improved margin on services and reductions in other costs, including prior year rebranding. The Legacy Zebra segment gross margin increased due primarily to improvements in manufacturing and overhead costs for supplies and hardware.
Operating expenses for the quarter ended July 2, 2016 were $383 million, or 43.6% of net sales, compared to $407 million, or 45.7% of net sales, in the prior year. Selling and marketing expenses were lower in the current quarter as compared to the prior year due to the effects of staff reductions implemented in 2015 and lower promotional expenses. The decrease in research and development costs is primarily due to a reduction in headcount and shifting resources to lower cost engineering locations. The increase in general and administrative costs is primarily attributable to higher professional fees, legal expenses and IT expenses partially offset in part by lower employee benefits costs. Amortization of intangibles declined due to the final adjustments made in 2015 to the fair value of intangibles related to the Acquisition. Following its Acquisition, the Company has moved into the next phase of its IT integration plan wherein Acquisition and integration costs have risen as compared to the prior year quarter which includes winding down the transition services agreement with Motorola Solutions. Exit and restructuring costs were lower due to a reduced level of restructuring activity as the company progresses with its restructuring plan related to the Acquisition.
Operating income for the quarter ended July 2, 2016 increased $37 million as compared to the prior year, driven by higher gross margin and lower operating expenses, slightly offset by lower sales.
Since the end of the first quarter of 2015, the Company has expanded its balance sheet hedging program to incorporate non-US dollar assets and liabilities associated with the Enterprise segment. This is expected to result in less volatility in the Company’s operating results due to changes in foreign currency.
The current year interest expense and other, net includes approximately $1.5 million of expense related to the loss incurred on the extinguishment of debt resulting from the Company’s refinancing of its Term Loan.
The change in the Company’s effective tax rate is due to the reduction of U.S. sourced income and the reduction of discrete expense items.
Year to date 2016 compared to year to date 2015
The decline in sales as compared to the prior year period was primarily a result of lower hardware sales in the North America, EMEA and Latin America and the unfavorable impact of foreign currency changes in EMEA, partially offset by higher hardware sales in Asia-Pacific. The overall decline in hardware sales was primarily due to lower sales volume of barcode printer, data capture, and wireless LAN products and location solutions. On a constant currency basis, overall net sales declined approximately 2% compared to the prior year, reflecting growth of approximately 10% in net sales in Asia-Pacific, and a decline of approximately 3%, 1% and 9% in North America, EMEA and Latin America, respectively.
The improvement in gross margin compared to the year ago period reflects an increase in the Enterprise segment gross margin, due primarily to changes in product mix, improved margin on services, and reductions in other costs, including prior year rebranding. Legacy Zebra segment gross margin increased due primarily to improvements in manufacturing and overhead costs for supplies and hardware.
Operating expenses for the six months ended July 2, 2016 were $763 million, or 44.2% of net sales, compared to $796 million, or 44.6% of net sales, in the prior year. Selling and marketing expenses were lower for the six months ended July 2, 2016 as compared to the prior year due to the effects of staff reductions implemented in 2015 and lower promotional expenses. The decrease in research and development costs is primarily due to a reduction in headcount and shifting resources to lower cost engineering locations. The increase in general and administrative costs is primarily due to higher legal expenses, professional fees and IT expenses offset in part by lower employee compensation costs. Amortization of intangibles declined due to the final adjustments made in 2015 to the fair value of intangibles related to the Acquisition. Following its Acquisition, the Company has moved into the next phase of its IT integration plan wherein Acquisition and integration costs have risen as compared to the prior year which includes winding down the transition services agreement with Motorola Solutions. Exit and restructuring costs were lower due a reduced level of restructuring activity as the company progresses with its restructuring plan related to the Acquisition.
Operating income for the six months ended July 2, 2016 increased $27 million as compared to the prior year, driven by the increase in gross margin and lower operating expenses being partially offset by the decline in sales.
Since the end of the first quarter of 2015, the Company has expanded its balance sheet hedging program to incorporate non-US dollar assets and liabilities associated with the Enterprise segment. This is expected to result in less volatility in the Company’s operating results due to changes in foreign currency.
The current year interest expense and other, net includes approximately $1.5 million of expense related to the loss incurred on the extinguishment of debt resulting from the Company’s refinancing of its Term Loan.
The change in the Company’s effective tax rate is due to the reduction of U.S. sourced income and the reduction of discrete expense items.
Results of Operations by Segment
The following commentary should be read in conjunction with the financial results of each operating business segment as detailed in Note 17 Segment Information in the Notes to the Consolidated Financial Statements.
Legacy Zebra
(in millions as adjusted as described above, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 305 | $ | 320 | $ | (15 | ) | (4.7 | )% | $ | 619 | $ | 652 | $ | (33 | ) | (5.1 | )% | |||||||||||
| Gross profit | 153 | 160 | (7 | ) | (4.4 | )% | 318 | 331 | (13 | ) | (3.9 | )% | |||||||||||||||||
| Operating expenses | 96 | 98 | (2 | ) | (2.0 | )% | 190 | 192 | (2 | ) | (1.0 | )% | |||||||||||||||||
| Operating income | $ | 57 | $ | 62 | (5 | ) | (8.1 | )% | $ | 128 | $ | 139 | (11 | ) | (7.9 | )% | |||||||||||||
| Gross margin | 50.2 | % | 50.0 | % | 51.4 | % | 50.8 | % |
Second quarter 2016 compared to second quarter 2015
The overall sales decline was primarily due to lower sales volume of barcode printers and location solutions as well as the unfavorable impact of foreign currency changes, most notably in EMEA. This was partially offset by a higher volume of supplies. North America, EMEA and Latin America all experienced declines in barcode printer sales. The net sales decline compared to the prior year quarter on a constant currency basis was approximately 3%. This reflects a decline in net sales for the North America, EMEA and Latin America regions partially offset by growth in net sales in Asia-Pacific.
The increase in gross margin was due primarily to manufacturing cost improvements in supplies and lower hardware overhead costs partially offset by changes in mix and the unfavorable impact of foreign currency changes.
Operating income for the quarter ended July 2, 2016 decreased 8.1% due to lower sales, partially offset by lower operating expenses.
Year to date 2016 compared to year to date 2015
The overall sales decline was primarily due to lower sales volume of barcode printers and location solutions as well as the unfavorable impact of foreign currency changes, most notably in EMEA. This was partially offset by a higher volume of supplies. North America, EMEA and Latin America all experienced declines in barcode printer sales. The net sales decline compared to the prior year six months on a constant currency basis was approximately 3%. This reflects a decline in net sales for the North America, EMEA and Latin America regions partially offset by growth in net sales in Asia-Pacific.
The increase in gross margin was due primarily to manufacturing cost improvements in supplies and lower hardware overhead costs partially offset by changes in mix and the unfavorable impact of foreign currency changes.
Operating income for the six months ended July 2, 2016 decreased 7.9% primarily as a result of lower sales partially offset by lower operating expenses.
Enterprise
(in millions as adjusted as described above, except percentages):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | ||||||||||||||||||||||
| Net sales | $ | 577 | $ | 574 | $ | 3 | 0.5 | % | $ | 1,115 | $ | 1,141 | $ | (26 | ) | (2.3 | )% | ||||||||||||
| Gross profit | 257 | 239 | 18 | 7.5 | % | 485 | 483 | 2 | 0.4 | % | |||||||||||||||||||
| Operating expenses | 188 | 196 | (8 | ) | (4.1 | )% | 374 | 386 | (12 | ) | (3.1 | )% | |||||||||||||||||
| Operating income | $ | 69 | $ | 43 | $ | 26 | 60.5 | % | $ | 111 | $ | 97 | $ | 14 | 14.4 | % | |||||||||||||
| Gross margin | 44.5 | % | 41.6 | % | 43.5 | % | 42.3 | % |
Second quarter 2016 compared to second quarter 2015
The overall sales increase was driven by higher sales volume of mobile computing and data capture products offset by lower sales of wireless LAN products and the unfavorable impact of foreign currency changes, most notably in EMEA. On a constant currency basis, the net sales growth compared to the prior year quarter was approximately 1%. This reflects growth in net sales in the North America and Asia-Pacific regions partially offset by a decline in net sales in EMEA and Latin America.
The increase in gross margin was due primarily to changes in product mix and lower product costs, primarily in mobile computing, and increased margin on services sales, partially offset by the impact of foreign currency changes. In addition, the gross margin in the second quarter of 2015 was adversely impacted by product rebranding and certain other non-recurring costs.
Operating income for the quarter ended July 2, 2016, increased 60.5% primarily as a result of an improvement in gross margin and lower operating expenses.
Year to date 2016 compared to year to date 2015
The overall sales decline was primarily driven by lower sales volume of data capture and wireless LAN products and the unfavorable impact of foreign currency changes, most notably in EMEA, partially offset by higher sales volume of mobile computing. On a constant currency basis, the net sales decline compared to the prior year quarter was approximately 1%. This reflects a decline in net sales in North America, EMEA and Latin America regions partially offset by growth in net sales in Asia-Pacific.
The increase in gross margin was due primarily to changes in product mix and lower product costs, and increased margin on services, partially offset by the unfavorable impact of foreign currency changes. In addition, the gross margin in the second quarter of 2015 was adversely impacted by product rebranding costs and other non-recurring costs.
Operating income for the six months ended July 2, 2016, increased 14.4% primarily as a result of as a result of an improvement in gross margin and lower operating expenses, partially offset by lower sales.
Liquidity and Capital Resources
As of July 2, 2016, the Company had cash of $141 million and long-term debt totaling $2.9 billion and did not have any borrowings against its revolving credit facility with $246 million available ($250 million less $4 million of letters of credit). See Note 11 Long-Term Debt in the Notes to the Consolidated Financial Statements for further details. The primary factors that influence liquidity include, but are not limited to, the amount and timing of revenues, cash collections from customers, cash payments to vendors and capital expenditures. The Company believes that existing capital resources and funds generated from operations are sufficient to meet anticipated capital requirements and to service its indebtedness. The following table summarizes the Company’s cash flow activities for the periods indicated (in millions except for percentages):
| Six Months Ended | ||||||||||||||
| July 2, 2016 Restated | July 4, 2015 | $ Change | % Change | |||||||||||
| Operating activities | $ | 122 | $ | 20 | $ | 102 | NM | |||||||
| Investing activities | (36 | ) | (72 | ) | 36 | (50.0 | )% | |||||||
| Financing activities | (144 | ) | (121 | ) | (23 | ) | 19.0 | % | ||||||
| Effect of exchange rates on cash | 7 | (16 | ) | 23 | (143.8 | )% | ||||||||
| Net decrease in cash | $ | (51 | ) | $ | (189 | ) | $ | 138 | (73.0 | )% |
The change in the Company’s cash and cash equivalents balance as of July 2, 2016 is reflective of the following:
The increase in cash flows from operations as compared to the prior year was driven by improved inventory management, the extension of payment terms with vendors and lower net operating losses being partially offset by increased loan interest payments, creditor fees as part of the Refinancing Agreement, estimated income tax payments and employee incentive payments.
The decrease in cash used in investing activities is primarily due to the $49 million paid to MSI as part of the Acquisition, offset by $25 million in proceeds received from sales of investments and marketable securities during 2015 and the $14 million reduction in capital expenditures during 2016. This reduction is primarily due to investments made in IT infrastructure and software applications during 2016 versus the investments made in the Company's corporate office reported in 2015.
The increase in net cash used in financing activities of $23 million over the prior year consisted primarily of the increase in Term Loan repayments of $15 million as well as $8 million of stock activity related to the Company's share-based compensation program.
The following table shows the Company’s level of long-term debt and other information as of July 2, 2016 (in millions):
| Senior Notes | $ | 1,050 | |
| Term Loan | 1,890 | ||
| Revolving Credit Facility | — | ||
| Less Debt Issuance Costs | (24 | ) | |
| Less Unamortized Discounts | (43 | ) | |
| Total Long-Term Debt | $ | 2,873 |
Private Offering
On October 15, 2014, the Company completed a private offering of $1.05 billion aggregate principal of 7.25% Senior Notes due October 15, 2022 (the “Senior Notes”). The Senior Notes yielded an effective interest rate of 7.61% at issuance. The Senior Notes are governed by the terms of an indenture, dated as of October 15, 2014, by and among the Company and U.S. Bank National Association, as Trustee. Interest on the Senior Notes is payable in cash on April 15 and October 15 of each year.
The Indenture covering the Senior Notes contains certain restrictive and affirmative covenants. In addition, the Senior Notes are guaranteed jointly and severally, on a senior and unsecured basis, by the Company’s direct and indirect wholly-owned existing and future domestic restricted subsidiaries, subject to certain exceptions.
Credit Facilities
On October 27, 2014, the Company entered into a new credit agreement which provides for a term loan of $2.2 billion (“Term Loan”) and a revolving credit facility of $250.0 million (“Revolving Credit Facility”). On June 2, 2016 (the "Closing Date"), the Company entered into the first amendment to the credit agreement (the "Refinancing Amendment"). The Refinancing Amendment lowered the index rate spread for LIBOR loans from LIBOR + 400 bp to LIBOR + 325 bp. In accounting for the Refinancing Amendment, the Company applied the provisions of ASC Subtopic 470-50, Modifications and Extinguishments (“ASC 470-50”). The evaluation of the accounting under ASC 470-50 was done on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. It was determined that the terms of the debt were not substantially different for approximately 96.6% of the lenders, and applied modification accounting. For the remaining 3.4% of the lenders, extinguishment accounting was applied. During the three months ended July 2, 2016, the Company recorded a one-time $2.7 million loss to Interest Expense & Other, net, primarily related to costs incurred with third parties for arranger, legal and other services and the loss incurred on the extinguished debt. Additionally, the Company paid $4.9 million to the creditors in exchange for the modification and reported it as debt discount which is being amortizing over the life of the modified debt using the interest method. Borrowings under the modified Term Loan bear interest at a variable rate plus an applicable margin, subject to an all-in floor of 4.00%. As of July 2, 2016, the Term Loan interest rate was 4.00%. Interest payments are payable quarterly. The Company has entered into interest rate swaps to manage interest rate risk on its long-term debt.
The credit agreement requires the Company to prepay the Term Loan and Revolving Credit Facility, under certain circumstances or transactions defined in the credit agreement. Also, the Company may make optional prepayments of the Term Loan, in whole or in part, without premium or penalty. The Company made such optional principal prepayments of $145 million in 2016. Unless satisfied by further optional prepayments, the Company is required to make a final scheduled principal payment of $1.89 billion due on October 27, 2021.
Borrowings under the Revolving Credit Facility bear interest at a variable rate plus an applicable margin. As of July 2, 2016, the Revolving Credit Facility interest rate was 3.25%. Interest payments are payable quarterly. As of July 2, 2016 and December 31, 2015, the Company did not have any borrowings against the Revolving Credit Facility however, the Company had established letters of credit amounting to $4 million and $3 million, respectively, which reduced funds available for other borrowings under the agreement to $246 million and $247 million, respectively.
The Revolving Credit Facility contains various restrictive and affirmative covenants and is collateralized by a security interest in substantially all of the Company’s assets as defined in the security agreement and guaranteed by its direct and indirect wholly-owned existing and future domestic restricted subsidiaries, subject to certain exceptions. The Company is in compliance with the covenants as of July 2, 2016.
The Company had $116 million as of July 2, 2016, and $156 million as of July 4, 2015 of foreign cash and investments.
Significant Customers
The net sales to significant customers as a percentage of total net sales were as follows:
| Six Months Ended | |||||||||||||||||
| July 2, 2016 | July 4, 2015 | ||||||||||||||||
| Zebra | Enterprise | Total | Zebra | Enterprise | Total | ||||||||||||
| Customer A | 5.9 | % | 14.2 | % | 20.1 | % | 5.7 | % | 13.6 | % | 19.3 | % | |||||
| Customer B | 5.0 | % | 8.3 | % | 13.3 | % | 4.7 | % | 8.4 | % | 13.1 | % | |||||
| Customer C | 5.5 | % | 6.5 | % | 12.0 | % | 4.7 | % | 5.7 | % | 10.4 | % |
No other customer accounted for 10% or more of total net sales during these periods. The customers disclosed above are distributors (i.e. not end users) of the Company’s products.
There are three customers at July 2, 2016 that each accounted for more than 10% of outstanding accounts receivable. The largest customers accounted for 22.2%, 12.9%, and 12.8% of outstanding accounts receivable.
Safe Harbor
Forward-looking statements contained in this filing are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors, which could cause actual results to differ materially from those expressed or implied in such forward-looking statements. When used in this document and documents referenced, the words “anticipate,” “believe,” “intend,” “estimate,” “will” and “expect” and similar expressions as they relate to Zebra or its management are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. The forward-looking statements include, but are not limited to, Zebra’s financial outlook for the full year of 2016. These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in Zebra’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include:
| • | Market acceptance of Zebra’s products and solution offerings and competitors’ offerings and the potential effects of technological changes, |
| • | The effect of global market conditions, including North America, Latin America, Asia-Pacific, Europe, Middle East, and Africa regions in which we do business, |
| • | Our ability to control manufacturing and operating costs, |
| • | Risks related to the manufacturing of Zebra’s products and conducting business operations in countries outside the U.S., including the risk of depending on key suppliers who are also in countries outside the U.S., |
| • | Zebra’s ability to purchase sufficient materials, parts and components to meet customer demand, particularly in light of global economic conditions, |
| • | The availability of credit and the volatility of capital markets, which may affect our suppliers, customers and ourselves, |
| • | Success of integrating acquisitions, including the Enterprise business we acquired in October 2014 from Motorola Solutions, Inc., |
| • | Interest rate and financial market conditions, |
| • | Access to cash and cash equivalents held outside the United States, |
| • | The effect of natural disasters on our business, |
| • | The impact of changes in foreign and domestic governmental policies, laws or regulations, |
| • | The impact of foreign exchange rates due to the large percentage of our sales and operations being in countries outside the U.S., |
| • | The outcome of litigation in which Zebra may be involved, particularly litigation or claims related to infringement of third-party intellectual property rights, and |
| • | The outcome of any future tax matters or tax law changes. |
We encourage readers of this report to review Item 1A, “Risk Factors,” in the Annual Report on Form 10-K/A for the year ended December 31, 2015, for further discussion of issues that could affect Zebra’s future results. Zebra undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason after the date of this report.
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