S
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-2703333
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
44201 Nobel Drive
Fremont, California
|
|
94538
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
S
|
Accelerated filer
£
|
Non-accelerated filer
£
|
Smaller reporting company
£
|
|
Class
|
|
Outstanding as of June 30, 2014
|
||||
Common Stock, $0.001 par value
|
|
39,187,844
|
|
|
|
|
|
Page
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1A.
|
||
Item 6.
|
||
|
||
|
|
May 31,
2014 |
|
November 30,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
204,595
|
|
|
$
|
151,622
|
|
Short-term investments
|
10,503
|
|
|
15,134
|
|
||
Accounts receivable, net
|
1,812,568
|
|
|
1,593,191
|
|
||
Receivable from related parties
|
631
|
|
|
146
|
|
||
Inventories
|
1,424,227
|
|
|
1,095,107
|
|
||
Current deferred tax assets
|
19,384
|
|
|
22,031
|
|
||
Other current assets
|
113,175
|
|
|
54,502
|
|
||
Total current assets
|
3,585,083
|
|
|
2,931,733
|
|
||
Property and equipment, net
|
187,488
|
|
|
133,249
|
|
||
Goodwill
|
376,460
|
|
|
188,535
|
|
||
Intangible assets, net
|
271,382
|
|
|
23,772
|
|
||
Deferred tax assets
|
377
|
|
|
7,867
|
|
||
Other assets
|
54,176
|
|
|
40,733
|
|
||
Total assets
|
$
|
4,474,966
|
|
|
$
|
3,325,889
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings under securitization, term loans and lines of credit
|
$
|
697,417
|
|
|
$
|
252,523
|
|
Accounts payable
|
1,481,805
|
|
|
1,350,040
|
|
||
Payable to related parties
|
15,993
|
|
|
3,861
|
|
||
Accrued liabilities
|
343,762
|
|
|
181,325
|
|
||
Income taxes payable
|
10,246
|
|
|
1,629
|
|
||
Total current liabilities
|
2,549,223
|
|
|
1,789,378
|
|
||
Long-term borrowings
|
278,932
|
|
|
65,405
|
|
||
Long-term liabilities
|
56,161
|
|
|
56,418
|
|
||
Deferred tax liabilities
|
9,224
|
|
|
3,047
|
|
||
Total liabilities
|
2,893,540
|
|
|
1,914,248
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
SYNNEX Corporation stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 100,000 shares authorized, 39,572 and 38,052 shares issued as of May 31, 2014 and November 30, 2013, respectively
|
40
|
|
|
38
|
|
||
Additional paid-in capital
|
370,469
|
|
|
286,329
|
|
||
Treasury stock, 868 and 842 shares as of May 31, 2014 and November 30, 2013, respectively
|
(29,160
|
)
|
|
(27,450
|
)
|
||
Accumulated other comprehensive income
|
28,482
|
|
|
19,168
|
|
||
Retained earnings
|
1,211,105
|
|
|
1,133,137
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
1,580,936
|
|
|
1,411,222
|
|
||
Noncontrolling interest
|
490
|
|
|
419
|
|
||
Total equity
|
1,581,426
|
|
|
1,411,641
|
|
||
Total liabilities and equity
|
$
|
4,474,966
|
|
|
$
|
3,325,889
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Revenue
|
$
|
3,453,535
|
|
|
$
|
2,591,361
|
|
|
$
|
6,480,519
|
|
|
$
|
5,052,200
|
|
Cost of revenue
|
(3,174,521
|
)
|
|
(2,436,571
|
)
|
|
(5,994,859
|
)
|
|
(4,741,323
|
)
|
||||
Gross profit
|
279,014
|
|
|
154,790
|
|
|
485,660
|
|
|
310,877
|
|
||||
Selling, general and administrative expenses
|
(210,931
|
)
|
|
(102,826
|
)
|
|
(355,627
|
)
|
|
(202,973
|
)
|
||||
Income before non-operating items, income taxes and noncontrolling interest
|
68,083
|
|
|
51,964
|
|
|
130,033
|
|
|
107,904
|
|
||||
Interest expense and finance charges, net
|
(6,160
|
)
|
|
(4,863
|
)
|
|
(10,658
|
)
|
|
(10,356
|
)
|
||||
Other income (expense), net
|
(197
|
)
|
|
528
|
|
|
2,771
|
|
|
1,789
|
|
||||
Income before income taxes and noncontrolling interest
|
61,726
|
|
|
47,629
|
|
|
122,146
|
|
|
99,337
|
|
||||
Provision for income taxes
|
(22,147
|
)
|
|
(16,837
|
)
|
|
(44,109
|
)
|
|
(35,154
|
)
|
||||
Net income
|
39,579
|
|
|
30,792
|
|
|
78,037
|
|
|
64,183
|
|
||||
Net income attributable to noncontrolling interest
|
(28
|
)
|
|
(23
|
)
|
|
(69
|
)
|
|
(45
|
)
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
39,551
|
|
|
$
|
30,769
|
|
|
$
|
77,968
|
|
|
$
|
64,138
|
|
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.02
|
|
|
$
|
0.84
|
|
|
$
|
2.04
|
|
|
$
|
1.75
|
|
Diluted
|
$
|
1.01
|
|
|
$
|
0.81
|
|
|
$
|
2.01
|
|
|
$
|
1.69
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
38,663
|
|
|
36,783
|
|
|
38,165
|
|
|
36,724
|
|
||||
Diluted
|
39,203
|
|
|
37,869
|
|
|
38,720
|
|
|
37,950
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Net income
|
$
|
39,579
|
|
|
$
|
30,792
|
|
|
$
|
78,037
|
|
|
$
|
64,183
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax expense of $0 for both the three and six months ended May 31, 2014 and 2013
|
230
|
|
|
(51
|
)
|
|
262
|
|
|
188
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gain of defined benefit plan, net of tax expense of $60 for both the three and six months ended May 31, 2014, and $0 for both the three and six months ended May 31, 2013
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging instrument:
|
|
|
|
|
|
|
|
||||||||
Change in unrecognized loss, net of tax benefit of $21 and $26 for the three and six months ended May 31, 2014, respectively, and $0 tax for both the three and six months ended May 31, 2013
|
(157
|
)
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
||||
Amount reclassified into earnings
|
7
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax benefit (expense) of ($287) and $235 for the three and six months ended May 31, 2014, respectively, and $0 and $448 tax for the three and six months ended May 31, 2013, respectively
|
11,199
|
|
|
(2,999
|
)
|
|
9,097
|
|
|
(13,961
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
11,393
|
|
|
(3,050
|
)
|
|
9,316
|
|
|
(13,773
|
)
|
||||
Comprehensive income:
|
50,972
|
|
|
27,742
|
|
|
87,353
|
|
|
50,410
|
|
||||
Comprehensive income attributable to noncontrolling interest
|
(31
|
)
|
|
(19
|
)
|
|
(71
|
)
|
|
(33
|
)
|
||||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
50,941
|
|
|
$
|
27,723
|
|
|
$
|
87,282
|
|
|
$
|
50,377
|
|
|
Six Months Ended
|
||||||
|
May 31, 2014
|
|
May 31, 2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
78,037
|
|
|
$
|
64,183
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation expense
|
14,856
|
|
|
8,269
|
|
||
Amortization of intangible assets
|
20,863
|
|
|
3,924
|
|
||
Accretion of convertible notes discount
|
—
|
|
|
2,314
|
|
||
Share-based compensation
|
5,632
|
|
|
4,698
|
|
||
Provision for doubtful accounts
|
2,974
|
|
|
4,255
|
|
||
Tax benefits from employee stock plans
|
2,806
|
|
|
1,555
|
|
||
Excess tax benefit from share-based compensation
|
(2,758
|
)
|
|
(1,765
|
)
|
||
Gain on investments
|
(96
|
)
|
|
(832
|
)
|
||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
||||
Accounts receivable
|
(200,060
|
)
|
|
194,417
|
|
||
Receivable from related parties
|
(486
|
)
|
|
26
|
|
||
Inventories
|
(332,143
|
)
|
|
(1,036
|
)
|
||
Other assets
|
(27,894
|
)
|
|
(11,186
|
)
|
||
Accounts payable
|
111,058
|
|
|
(147,715
|
)
|
||
Payable to related parties
|
12,133
|
|
|
431
|
|
||
Accrued liabilities
|
103,911
|
|
|
(22,467
|
)
|
||
Deferred liabilities
|
11,425
|
|
|
(7,599
|
)
|
||
Net cash provided by (used in) operating activities
|
(199,742
|
)
|
|
91,472
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of trading investments
|
(528
|
)
|
|
(261
|
)
|
||
Proceeds from sale of trading investments
|
3,453
|
|
|
3,149
|
|
||
Investment in held-to-maturity term deposits
|
(134
|
)
|
|
(129
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(390,433
|
)
|
|
(21,578
|
)
|
||
Purchase of property and equipment
|
(20,269
|
)
|
|
(8,127
|
)
|
||
Repayments received from loans and deposits to third parties
|
1,509
|
|
|
762
|
|
||
Proceeds from sale of equity-method investee
|
—
|
|
|
4,153
|
|
||
Purchase of cost investment
|
—
|
|
|
(1,705
|
)
|
||
Proceeds from sale of cost investment
|
1,877
|
|
|
—
|
|
||
Changes in restricted cash
|
2,208
|
|
|
(441
|
)
|
||
Net cash used in investing activities
|
(402,317
|
)
|
|
(24,177
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from securitization and revolving line of credit
|
2,085,743
|
|
|
256,038
|
|
||
Payment of securitization and revolving line of credit
|
(1,652,964
|
)
|
|
(266,825
|
)
|
||
Proceeds from long-term credit facility and term loans
|
225,000
|
|
|
—
|
|
||
Payment of long-term bank loans, capital leases and other borrowings
|
(519
|
)
|
|
(941
|
)
|
||
Excess tax benefit from share-based compensation
|
2,758
|
|
|
1,765
|
|
||
Decrease in book overdraft
|
(1,567
|
)
|
|
—
|
|
||
Payment of acquisition-related contingent consideration
|
(5,136
|
)
|
|
—
|
|
||
Cash paid for repurchase of treasury stock
|
—
|
|
|
(1,882
|
)
|
||
Proceeds from issuance of common stock, net of taxes paid for settlement of equity awards
|
2,888
|
|
|
3,646
|
|
||
Payment for purchase of shares of subsidiary from noncontrolling interest
|
—
|
|
|
(11,400
|
)
|
||
Net cash provided by (used in) financing activities
|
656,203
|
|
|
(19,599
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,171
|
)
|
|
4,991
|
|
||
Net increase in cash and cash equivalents
|
52,973
|
|
|
52,687
|
|
||
Cash and cash equivalents at beginning of period
|
151,622
|
|
|
163,699
|
|
||
Cash and cash equivalents at end of period
|
$
|
204,595
|
|
|
$
|
216,386
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Fair value of common stock issued for acquisition of business
|
$
|
71,106
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||
Related to borrowing arrangements and others:
|
|
|
|
||||
Other current assets
|
$
|
20,129
|
|
|
$
|
22,349
|
|
Related to long-term projects:
|
|
|
|
||||
Other assets
|
1,927
|
|
|
1,865
|
|
||
Total restricted cash
|
$
|
22,056
|
|
|
$
|
24,214
|
|
Preliminary purchase consideration for the initial and second phase closings:
|
Fair Value
|
||
Cash payment
|
$
|
390,000
|
|
Stock consideration
|
71,106
|
|
|
Cash consideration payable
|
37,614
|
|
|
Preliminary fair value of stock awards assumed
|
2,229
|
|
|
|
$
|
500,949
|
|
Preliminary purchase price allocation:
|
Fair Value
|
||
Accounts receivable
|
$
|
25,742
|
|
Other current assets
|
24,947
|
|
|
Property, plant and equipment
|
46,582
|
|
|
Goodwill
|
180,957
|
|
|
Intangible assets
|
263,532
|
|
|
Other assets
|
17,122
|
|
|
Accounts payable
|
(25,524
|
)
|
|
Accrued liabilities
|
(15,154
|
)
|
|
Other long-term liabilities
|
(2,528
|
)
|
|
Deferred tax liabilities, non-current
|
(14,727
|
)
|
|
|
$
|
500,949
|
|
|
|
Fair Value
|
|
Weighted Average Useful Life
|
||
Customer relationships
|
|
$
|
251,332
|
|
|
10 years
|
Technology
|
|
7,500
|
|
|
3-10 years
|
|
Trade names
|
|
4,700
|
|
|
5-10 years
|
|
Total intangibles acquired
|
|
$
|
263,532
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Revenue
|
|
$
|
3,484,773
|
|
|
$
|
2,901,361
|
|
|
$
|
6,723,452
|
|
|
$
|
5,692,700
|
|
Net income attributable to SYNNEX Corporation
|
|
39,959
|
|
|
33,002
|
|
|
81,174
|
|
|
63,978
|
|
||||
Net income from continuing operations per share - basic
|
|
$
|
1.03
|
|
|
$
|
0.87
|
|
|
$
|
2.10
|
|
|
$
|
1.68
|
|
Net income from continuing operations per share - diluted
|
|
$
|
1.02
|
|
|
$
|
0.84
|
|
|
$
|
2.07
|
|
|
$
|
1.63
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
|||||||||||||||||||
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
|
Units awarded
|
|
Fair value of grants
|
|
Units awarded
|
|
Fair value of grants
|
|||||||||||
Restricted stock awards
|
18
|
|
|
$
|
1,158
|
|
|
36
|
|
|
$
|
1,275
|
|
|
98
|
|
|
$
|
5,702
|
|
|
38
|
|
$
|
1,329
|
|
Restricted stock units
|
7
|
|
|
500
|
|
|
8
|
|
|
268
|
|
|
53
|
|
|
3,204
|
|
|
106
|
|
3,736
|
|
||||
|
25
|
|
|
$
|
1,658
|
|
|
44
|
|
|
$
|
1,543
|
|
|
151
|
|
|
$
|
8,906
|
|
|
144
|
|
$
|
5,065
|
|
|
As of
|
||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||
Short-term investments:
|
|
|
|
||||
Trading securities
|
$
|
1,828
|
|
|
$
|
4,728
|
|
Held-to-maturity securities
|
8,665
|
|
|
8,753
|
|
||
Cost method investments
|
10
|
|
|
1,653
|
|
||
|
$
|
10,503
|
|
|
$
|
15,134
|
|
|
As of
|
||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
1,883,603
|
|
|
$
|
1,681,917
|
|
Less: Allowance for doubtful accounts
|
(15,138
|
)
|
|
(14,010
|
)
|
||
Less: Allowance for sales returns
|
(55,897
|
)
|
|
(74,716
|
)
|
||
|
$
|
1,812,568
|
|
|
$
|
1,593,191
|
|
|
As of
|
||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
22,736
|
|
|
$
|
22,665
|
|
Equipment and computers
|
135,979
|
|
|
107,528
|
|
||
Furniture and fixtures
|
40,019
|
|
|
21,480
|
|
||
Buildings, building improvements and leasehold improvements
|
131,742
|
|
|
113,777
|
|
||
Construction in progress
|
5,062
|
|
|
1,621
|
|
||
Total property and equipment, gross
|
335,538
|
|
|
267,071
|
|
||
Less: Accumulated depreciation
|
(148,050
|
)
|
|
(133,822
|
)
|
||
|
$
|
187,488
|
|
|
$
|
133,249
|
|
Goodwill:
|
|
|
|
|
|
||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||
Balance as of November 30, 2013
|
$
|
108,218
|
|
|
$
|
80,317
|
|
|
$
|
188,535
|
|
Additions from acquisitions, net of adjustments
|
(28
|
)
|
|
180,957
|
|
|
180,929
|
|
|||
Foreign exchange translation
|
(1,000
|
)
|
|
7,996
|
|
|
6,996
|
|
|||
Balance as of May 31, 2014
|
$
|
107,190
|
|
|
$
|
269,270
|
|
|
$
|
376,460
|
|
Intangible assets, net
|
As of May 31, 2014
|
|
As of November 30, 2013
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Vendor lists
|
$
|
36,815
|
|
|
$
|
(30,948
|
)
|
|
$
|
5,867
|
|
|
$
|
36,815
|
|
|
$
|
(30,180
|
)
|
|
$
|
6,635
|
|
Customer relationships
|
308,329
|
|
|
(54,306
|
)
|
|
254,023
|
|
|
52,179
|
|
|
(35,379
|
)
|
|
16,800
|
|
||||||
Technology
|
4,886
|
|
|
(618
|
)
|
|
4,268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other intangible assets
|
11,890
|
|
|
(4,666
|
)
|
|
7,224
|
|
|
4,857
|
|
|
(4,520
|
)
|
|
337
|
|
||||||
|
$
|
361,920
|
|
|
$
|
(90,538
|
)
|
|
$
|
271,382
|
|
|
$
|
93,851
|
|
|
$
|
(70,079
|
)
|
|
$
|
23,772
|
|
|
|
Losses on cash flow hedges, net of taxes
|
|
Unrealized gains on available-for-sale securities, net of taxes
|
|
Unrecognized pension and post-retirement benefit costs, net of taxes
|
|
Foreign currency translation adjustment, net of taxes
|
|
Total
|
||||||||||
Beginning as of November 30, 2013
|
|
$
|
—
|
|
|
$
|
543
|
|
|
$
|
(365
|
)
|
|
$
|
18,990
|
|
|
$
|
19,168
|
|
Other comprehensive income (loss) before reclassifications
|
|
(191
|
)
|
|
261
|
|
|
114
|
|
|
9,096
|
|
|
9,280
|
|
|||||
Net loss reclassified into earnings
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Ending as of May 31, 2014
|
|
$
|
(157
|
)
|
|
$
|
804
|
|
|
$
|
(251
|
)
|
|
$
|
28,086
|
|
|
$
|
28,482
|
|
|
As of
|
||||||||||||||||||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading securities
|
$
|
1,531
|
|
|
$
|
297
|
|
|
$
|
1,828
|
|
|
$
|
3,857
|
|
|
$
|
871
|
|
|
$
|
4,728
|
|
Held-to-maturity investments
|
8,665
|
|
|
—
|
|
|
8,665
|
|
|
8,753
|
|
|
—
|
|
|
8,753
|
|
||||||
Cost method securities
|
10
|
|
|
—
|
|
|
10
|
|
|
1,653
|
|
|
—
|
|
|
1,653
|
|
||||||
|
$
|
10,206
|
|
|
$
|
297
|
|
|
$
|
10,503
|
|
|
$
|
14,263
|
|
|
$
|
871
|
|
|
$
|
15,134
|
|
Long-term investments in other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
974
|
|
|
$
|
628
|
|
|
$
|
1,602
|
|
|
$
|
909
|
|
|
$
|
366
|
|
|
$
|
1,275
|
|
Cost-method investments
|
4,968
|
|
|
—
|
|
|
4,968
|
|
|
4,981
|
|
|
—
|
|
|
4,981
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Gains on trading investments
|
$
|
255
|
|
|
$
|
671
|
|
|
$
|
314
|
|
|
$
|
1,240
|
|
|
|
|
Fair Value as of
|
||||||
|
Balance Sheet Line Item
|
|
May 31, 2014
|
|
November 30, 2013
|
||||
Derivative instruments designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other current liabilities
|
|
$
|
183
|
|
|
$
|
—
|
|
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
247
|
|
|
$
|
2,386
|
|
Foreign exchange contracts
|
Other current liabilities
|
|
1,899
|
|
|
80
|
|
|
As of May 31, 2014
|
|
As of November 30, 2013
|
||||||||||||||||||||||||||||
|
Total
|
|
Fair value measurement category
|
|
Total
|
|
Fair value measurement category
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
34,975
|
|
|
$
|
34,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,779
|
|
|
$
|
28,779
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities
|
1,828
|
|
|
1,828
|
|
|
—
|
|
|
—
|
|
|
4,728
|
|
|
4,728
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities in other assets
|
1,602
|
|
|
1,602
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
247
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
2,386
|
|
|
—
|
|
|
2,386
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
2,082
|
|
|
$
|
—
|
|
|
$
|
2,082
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
Acquisition-related contingent consideration
|
867
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|
6,077
|
|
|
—
|
|
|
—
|
|
|
6,077
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Net sales financed
|
$
|
351,439
|
|
|
$
|
219,602
|
|
|
$
|
633,429
|
|
|
$
|
405,937
|
|
Flooring fees
(1)
|
1,922
|
|
|
1,217
|
|
|
3,492
|
|
|
2,444
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of
|
||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||
SYNNEX U.S. securitization
|
$
|
438,400
|
|
|
$
|
144,000
|
|
SYNNEX U.S. credit agreement
|
395,500
|
|
|
—
|
|
||
SYNNEX Canada term loan and revolver
|
7,467
|
|
|
7,419
|
|
||
SYNNEX Infotec credit facility
|
105,129
|
|
|
136,679
|
|
||
Other borrowings and capital leases
|
29,853
|
|
|
29,830
|
|
||
Total borrowings
|
976,349
|
|
|
317,928
|
|
||
Less: Current portion
|
(697,417
|
)
|
|
(252,523
|
)
|
||
Non-current portion
|
$
|
278,932
|
|
|
$
|
65,405
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
39,551
|
|
|
$
|
30,769
|
|
|
$
|
77,968
|
|
|
$
|
64,138
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares - basic
|
38,663
|
|
|
36,783
|
|
|
38,165
|
|
|
36,724
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, restricted stock awards and restricted stock units
|
540
|
|
|
529
|
|
|
555
|
|
|
524
|
|
||||
Conversion spread of convertible debt
|
—
|
|
|
557
|
|
|
—
|
|
|
702
|
|
||||
Weighted-average common shares - diluted
|
39,203
|
|
|
37,869
|
|
|
38,720
|
|
|
37,950
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to SYNNEX Corporation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.02
|
|
|
$
|
0.84
|
|
|
$
|
2.04
|
|
|
$
|
1.75
|
|
Diluted
|
$
|
1.01
|
|
|
$
|
0.81
|
|
|
$
|
2.01
|
|
|
$
|
1.69
|
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Three months ended May 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,162,998
|
|
|
$
|
293,482
|
|
|
$
|
(2,945
|
)
|
|
$
|
3,453,535
|
|
Income (loss) from operations before non-operating items, income taxes and noncontrolling interest
|
70,134
|
|
|
(2,169
|
)
|
|
118
|
|
|
68,083
|
|
||||
Three months ended May 31, 2013
|
|
|
|
|
|
|
|
||||||||
Revenue
|
2,547,216
|
|
|
46,748
|
|
|
(2,603
|
)
|
|
2,591,361
|
|
||||
Income from operations before non-operating items, income taxes and noncontrolling interest
|
48,686
|
|
|
3,266
|
|
|
12
|
|
|
51,964
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Six months ended May 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
6,065,905
|
|
|
$
|
420,447
|
|
|
$
|
(5,833
|
)
|
|
$
|
6,480,519
|
|
Income (loss) from operations before non-operating items, income taxes and noncontrolling interest
|
133,665
|
|
|
(3,948
|
)
|
|
316
|
|
|
130,033
|
|
||||
Six months ended May 31, 2013
|
|
|
|
|
|
|
|
||||||||
Revenue
|
4,966,132
|
|
|
91,098
|
|
|
(5,030
|
)
|
|
5,052,200
|
|
||||
Income from operations before non-operating items, income taxes and noncontrolling interest
|
102,222
|
|
|
5,690
|
|
|
(8
|
)
|
|
107,904
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total assets as of May 31, 2014
|
$
|
4,138,786
|
|
|
$
|
1,082,659
|
|
|
$
|
(746,479
|
)
|
|
$
|
4,474,966
|
|
Total assets as of November 30, 2013
|
3,271,804
|
|
|
273,135
|
|
|
(219,050
|
)
|
|
3,325,889
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
2,838,053
|
|
|
$
|
2,269,339
|
|
|
$
|
5,418,306
|
|
|
$
|
4,398,852
|
|
Asia-Pacific
|
472,482
|
|
|
301,049
|
|
|
864,306
|
|
|
612,673
|
|
||||
Other
|
143,000
|
|
|
20,973
|
|
|
197,907
|
|
|
40,675
|
|
||||
|
$
|
3,453,535
|
|
|
$
|
2,591,361
|
|
|
$
|
6,480,519
|
|
|
$
|
5,052,200
|
|
|
As of
|
||||||
|
May 31, 2014
|
|
November 30, 2013
|
||||
Property and equipment, net:
|
|
|
|
||||
North America
|
$
|
106,313
|
|
|
$
|
95,344
|
|
Asia-Pacific
|
58,017
|
|
|
19,853
|
|
||
Other
|
23,158
|
|
|
18,052
|
|
||
|
$
|
187,488
|
|
|
$
|
133,249
|
|
|
As of May 31, 2014
|
|
MiTAC Holdings
(1)
|
5,552
|
|
Synnex Technology International Corp.
(2)
|
4,283
|
|
Total
|
9,835
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
372
shares directly held by Matthew Miau and
224
shares indirectly held by Mathew Miau through a charitable remainder trust.
|
(2)
|
Synnex Technology International Corp. ("Synnex Technology International") is a separate entity from the Company and is a publicly-traded corporation in Taiwan. Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International. MiTAC Holdings owns a noncontrolling interest of
8.7%
in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of
13.6%
in Synnex Technology International.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||||||
Service cost
|
$
|
345
|
|
|
$
|
146
|
|
|
$
|
552
|
|
|
$
|
308
|
|
Interest cost
|
159
|
|
|
37
|
|
|
227
|
|
|
77
|
|
||||
Expected return on plan assets
|
(17
|
)
|
|
(15
|
)
|
|
(34
|
)
|
|
(31
|
)
|
||||
Amortization of net loss
|
140
|
|
|
—
|
|
|
176
|
|
|
—
|
|
||||
Net periodic pension costs
|
$
|
627
|
|
|
$
|
168
|
|
|
$
|
921
|
|
|
$
|
354
|
|
|
|
Six Months Ended May 31, 2014
|
|
Six Months Ended May 31, 2013
|
||||||||||||||||||||
|
|
Attributable to
SYNNEX
Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
|
Attributable
to SYNNEX
Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
||||||||||||
Beginning balance:
|
|
$
|
1,411,222
|
|
|
$
|
419
|
|
|
$
|
1,411,641
|
|
|
$
|
1,319,023
|
|
|
$
|
332
|
|
|
$
|
1,319,355
|
|
Issuance of common stock on exercise of options
|
|
3,809
|
|
|
—
|
|
|
3,809
|
|
|
3,088
|
|
|
—
|
|
|
3,088
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
789
|
|
|
—
|
|
|
789
|
|
|
710
|
|
|
—
|
|
|
710
|
|
||||||
Tax benefit from employee stock plans
|
|
2,806
|
|
|
—
|
|
|
2,806
|
|
|
1,555
|
|
|
—
|
|
|
1,555
|
|
||||||
Taxes paid for the settlement of equity awards
|
|
(1,710
|
)
|
|
—
|
|
|
(1,710
|
)
|
|
(153
|
)
|
|
—
|
|
|
(153
|
)
|
||||||
Shares and employee stock awards issued for acquisition of IBM customer care business
|
|
71,106
|
|
|
—
|
|
|
71,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
|
5,632
|
|
|
—
|
|
|
5,632
|
|
|
4,698
|
|
|
—
|
|
|
4,698
|
|
||||||
Repurchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,882
|
)
|
|
—
|
|
|
(1,882
|
)
|
||||||
Conversion premium of convertible debt, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,745
|
)
|
|
—
|
|
|
(21,745
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
77,968
|
|
|
69
|
|
|
78,037
|
|
|
64,138
|
|
|
45
|
|
|
64,183
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in unrealized gains on available-for-sale securities
|
|
261
|
|
|
1
|
|
|
262
|
|
|
188
|
|
|
—
|
|
|
188
|
|
||||||
Change in unrealized gain in defined benefit plans, net of tax
|
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net change in unrealized loss on cash flow hedges
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
|
9,096
|
|
|
1
|
|
|
9,097
|
|
|
(13,949
|
)
|
|
(12
|
)
|
|
(13,961
|
)
|
||||||
Total other comprehensive income
|
|
9,314
|
|
|
2
|
|
|
9,316
|
|
|
(13,761
|
)
|
|
(12
|
)
|
|
(13,773
|
)
|
||||||
Total comprehensive income
|
|
87,282
|
|
|
71
|
|
|
87,353
|
|
|
50,377
|
|
|
33
|
|
|
50,410
|
|
||||||
Ending balance:
|
|
$
|
1,580,936
|
|
|
$
|
490
|
|
|
$
|
1,581,426
|
|
|
$
|
1,355,671
|
|
|
$
|
365
|
|
|
$
|
1,356,036
|
|
Statements of Operations Data:
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2014
|
|
May 31, 2013
|
||||
Revenue
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
Cost of revenue
|
(91.92
|
)
|
|
(94.03
|
)
|
|
(92.51
|
)
|
|
(93.85
|
)
|
Gross profit
|
8.08
|
|
|
5.97
|
|
|
7.49
|
|
|
6.15
|
|
Selling, general and administrative expenses
|
(6.11
|
)
|
|
(3.96
|
)
|
|
(5.48
|
)
|
|
(4.01
|
)
|
Income from operations before non-operating items, income taxes and noncontrolling interest
|
1.97
|
|
|
2.01
|
|
|
2.01
|
|
|
2.14
|
|
Interest expense and finance charges, net
|
(0.18
|
)
|
|
(0.19
|
)
|
|
(0.16
|
)
|
|
(0.20
|
)
|
Other income, net
|
(0.01
|
)
|
|
0.02
|
|
|
0.04
|
|
|
0.03
|
|
Income from operations before income taxes and noncontrolling interest
|
1.78
|
|
|
1.84
|
|
|
1.89
|
|
|
1.97
|
|
Provision for income taxes
|
(0.64
|
)
|
|
(0.65
|
)
|
|
(0.68
|
)
|
|
(0.70
|
)
|
Net income
|
1.14
|
|
|
1.19
|
|
|
1.21
|
|
|
1.27
|
|
Net income attributable to noncontrolling interest
|
0.00
|
|
|
(0.00)
|
|
|
(0.00)
|
|
|
(0.00)
|
|
Net income attributable to SYNNEX Corporation
|
1.14
|
%
|
|
1.19
|
%
|
|
1.21
|
%
|
|
1.27
|
%
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenue
|
$
|
3,453,535
|
|
|
$
|
2,591,361
|
|
|
33.3
|
%
|
|
$
|
6,480,519
|
|
|
$
|
5,052,200
|
|
|
28.3
|
%
|
Technology Solutions revenue
|
3,162,998
|
|
|
2,547,216
|
|
|
24.1
|
%
|
|
6,065,905
|
|
|
4,966,132
|
|
|
22.1
|
%
|
||||
Concentrix revenue
|
293,482
|
|
|
46,748
|
|
|
527.8
|
%
|
|
420,447
|
|
|
91,098
|
|
|
361.5
|
%
|
||||
Inter-segment elimination
|
(2,945
|
)
|
|
(2,603
|
)
|
|
(13.3
|
)%
|
|
(5,833
|
)
|
|
(5,030
|
)
|
|
(16.0
|
)%
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Gross profit
|
$
|
279,014
|
|
|
$
|
154,790
|
|
|
80.3
|
%
|
|
$
|
485,660
|
|
|
$
|
310,877
|
|
|
56.2
|
%
|
Percentage of revenue
|
8.08
|
%
|
|
5.97
|
%
|
|
|
|
7.49
|
%
|
|
6.15
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
(in thousands)
|
|
||||||||||||||||
Selling, general and administrative expenses
|
$
|
210,931
|
|
|
$
|
102,826
|
|
|
105.1
|
%
|
|
$
|
355,627
|
|
|
$
|
202,973
|
|
|
75.2
|
%
|
Percentage of revenue
|
6.11
|
%
|
|
3.96
|
%
|
|
|
|
5.49
|
%
|
|
4.01
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Income from operations before non-operating items, income taxes and noncontrolling interest
|
$
|
68,083
|
|
|
$
|
51,964
|
|
|
31.0
|
%
|
|
$
|
130,033
|
|
|
$
|
107,904
|
|
|
20.5
|
%
|
Percentage of total revenue
|
1.97
|
%
|
|
2.01
|
%
|
|
|
|
2.01
|
%
|
|
2.14
|
%
|
|
|
||||||
Technology Solutions income from operations before non-operating items, income taxes and noncontrolling interest
|
70,134
|
|
|
48,686
|
|
|
44.1
|
%
|
|
133,665
|
|
|
102,222
|
|
|
30.8
|
%
|
||||
Percentage of Technology Solutions revenue
|
2.22
|
%
|
|
1.91
|
%
|
|
|
|
2.20
|
%
|
|
2.06
|
%
|
|
|
||||||
Concentrix income (loss) from operations before non-operating items, income taxes and noncontrolling interest
|
(2,169
|
)
|
|
3,266
|
|
|
(166.4
|
)%
|
|
(3,948
|
)
|
|
5,690
|
|
|
(169.4
|
)%
|
||||
Percentage of Concentrix revenue
|
(0.74
|
)%
|
|
6.99
|
%
|
|
|
|
(0.94
|
)%
|
|
6.25
|
%
|
|
|
||||||
Inter-segment eliminations
|
118
|
|
|
12
|
|
|
883.3
|
%
|
|
316
|
|
|
(8
|
)
|
|
40.5
|
%
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest expense and finance charges, net
|
$
|
6,160
|
|
|
$
|
4,863
|
|
|
26.7
|
%
|
|
$
|
10,658
|
|
|
$
|
10,356
|
|
|
2.9
|
%
|
Percentage of revenue
|
0.18
|
%
|
|
0.19
|
%
|
|
|
|
0.16
|
%
|
|
0.20
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Other income (expense), net
|
$
|
(197
|
)
|
|
$
|
528
|
|
|
(137.3
|
)%
|
|
$
|
2,771
|
|
|
$
|
1,789
|
|
|
54.9
|
%
|
Percentage of revenue
|
(0.01
|
)%
|
|
0.02
|
%
|
|
|
|
0.04
|
%
|
|
0.03
|
%
|
|
|
|
As of May 31, 2014
|
|
|
(in thousands)
|
|
MiTAC Holdings
(1)
|
5,552
|
|
Synnex Technology International Corp.
(2)
|
4,283
|
|
Total
|
9,835
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
372
thousand shares directly held by Matthew Miau and 224 shares indirectly held by Matthew Miau through a charitable remainder trust.
|
(2)
|
Synnex Technology International Corp., or Synnex Technology International, is a separate entity from us and is a publicly-traded corporation in Taiwan. Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International. MiTAC Holdings owns a noncontrolling interest of
8.7%
in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of
13.6%
in Synnex Technology International.
|
•
|
retaining and preserving existing customer relationships and completing the successful novation of customer contracts on favorable and comparable terms;
|
•
|
possible attrition of customer relationships resulting from the perceived loss of a globally recognized brand name service provider;
|
•
|
challenges associated with minimizing the diversion of management attention from ongoing business concerns;
|
•
|
coordinating geographically separate organizations which may be subject to additional complications resulting from being geographically distant from other of our operations;
|
•
|
coordinating and combining international operations, relationships, and facilities, and eliminating duplicative operations;
|
•
|
retaining key employees and maintaining employee morale, particularly in areas where we do not currently have personnel;
|
•
|
unanticipated changes in general business or market conditions that might interfere with our ability to carry out all of our integration plans;
|
•
|
unanticipated issues in integrating information, communications and other systems, and
|
•
|
issues not discovered in our due diligence process.
|
•
|
the impact of the business acquisitions and dispositions we make;
|
•
|
general economic conditions and level of IT and CE spending;
|
•
|
the loss or consolidation of one or more of our significant OEM suppliers or customers;
|
•
|
market acceptance, product mix, quality, pricing, availability and useful life of our products;
|
•
|
competitive conditions in our industry;
|
•
|
pricing, margin and other terms with our OEM suppliers;
|
•
|
decline in inventory value as a result of product obsolescence and market acceptance;
|
•
|
variations in our levels of excess inventory, vendor reserves and doubtful accounts;
|
•
|
fluctuations in rates in the currencies in which we transact;
|
•
|
changes in the terms of OEM supplier-inventory protections, such as price protection and return rights; and
|
•
|
the expansion of our design and integration sales and operations, globally.
|
•
|
a government controlled foreign exchange rate and limitations on the convertibility of the Chinese Renminbi;
|
•
|
extensive government regulation;
|
•
|
changing governmental policies relating to tax benefits available to foreign-owned businesses;
|
•
|
the telecommunications infrastructure;
|
•
|
a relatively uncertain legal system; and
|
•
|
uncertainties related to continued economic and social reform.
|
•
|
changes in income before taxes in various jurisdictions in which we operate that have differing statutory tax rates;
|
•
|
changing tax laws, regulations, and/or interpretations of such tax laws in multiple jurisdictions;
|
•
|
effect of tax rate on accounting for acquisitions and dispositions;
|
•
|
issues arising from tax audit or examinations and any related interest or penalties; and
|
•
|
uncertainty in obtaining tax holiday extensions or expiration or loss of tax holidays in various jurisdictions.
|
•
|
difficulty in successfully integrating acquired operations, IT systems, customers, and OEM supplier relationships, products and services and businesses with our operations;
|
•
|
loss of key employees of acquired operations or inability to hire key employees necessary for our expansion;
|
•
|
diversion of our capital and management attention away from other business issues;
|
•
|
increase in our expenses and working capital requirements;
|
•
|
in the case of acquisitions that we may make outside of the United States, difficulty in operating in foreign countries and over significant geographical distances; and
|
•
|
other financial risks, such as potential liabilities of the businesses we acquire.
|
•
|
incur additional indebtedness;
|
•
|
pay dividends or make certain other restricted payments;
|
•
|
consummate certain asset sales or acquisitions;
|
•
|
enter into certain transactions with affiliates; and
|
•
|
merge, consolidate or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets.
|
•
|
our debt holders could declare all outstanding principal and interest to be due and payable;
|
•
|
the lenders under our credit agreements could terminate their commitments to loan us money and, in the case of our secured credit agreements, foreclose against the assets securing their borrowings;
|
•
|
we could be forced to raise additional capital through the issuance of additional, potentially dilutive, securities; and
|
•
|
we could be forced into bankruptcy or liquidation, which is likely to result in delays in the payment of our indebtedness and in the exercise of enforcement remedies related to our indebtedness.
|
•
|
political or economic instability;
|
•
|
extensive governmental regulation;
|
•
|
changes in import/export duties;
|
•
|
trade restrictions;
|
•
|
compliance with the Foreign Corrupt Practices Act, U.K. bribery laws and similar laws;
|
•
|
difficulties and costs of staffing and managing operations in certain foreign countries;
|
•
|
work stoppages or other changes in labor conditions;
|
•
|
difficulties in collecting of accounts receivable on a timely basis or at all;
|
•
|
taxes; and
|
•
|
seasonal reductions in business activity in some parts of the world.
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
|
Third Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Services Agreement, dated as of April 25, 2014, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia.
|
|
|
|
10.2
|
|
First Amendment to Credit Agreement, dated as of May 28, 2014, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A.
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
By:
|
|
/s/ Kevin M. Murai
|
|
|
|
Kevin M. Murai
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Duly authorized officer and principal executive officer)
|
|
By:
|
|
/s/ Marshall W. Witt
|
|
|
|
Marshall W. Witt
|
|
|
|
Chief Financial Officer
|
|
|
|
(Duly authorized officer and principal financial officer)
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
|
Third Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Services Agreement, dated as of April 25, 2014, by and among SIT Funding Corporation, the Company, the lenders party thereto and the Bank of Nova Scotia.
|
|
|
|
10.2
|
|
First Amendment to Credit Agreement, dated as of May 28, 2014, by and among the Company, the subsidiaries of the Company named therein, the lenders signatories thereto from time to time, and Bank of America, N.A.
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
2
|
|
|
3
|
|
LENDERS:
|
BANK OF AMERICA, N.A.,
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Kevin M. Murai
|
|
Kevin M. Murai
|
|
President and Chief Executive Officer
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Marshall W. Witt
|
|
Marshall W. Witt
|
|
Chief Financial Officer
|
|
/s/ Kevin M. Murai
|
|
Kevin M. Murai
|
|
|
|
/s/ Marshall W. Witt
|
|
Marshall W. Witt
|