x
|
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
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
Class
|
|
Outstanding as of March 31, 2016
|
||||
Common Stock, $0.001 par value
|
|
39,703,119
|
|
|
|
|
|
Page
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
||
|
|
February 29, 2016
|
|
November 30, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
447,627
|
|
|
$
|
336,072
|
|
Restricted cash
|
35,105
|
|
|
88,558
|
|
||
Short-term investments
|
5,153
|
|
|
5,546
|
|
||
Accounts receivable, net
|
1,485,084
|
|
|
1,759,491
|
|
||
Receivable from related parties
|
71
|
|
|
114
|
|
||
Inventories
|
1,273,467
|
|
|
1,328,967
|
|
||
Current deferred tax assets
|
38,272
|
|
|
40,510
|
|
||
Other current assets
|
103,586
|
|
|
90,523
|
|
||
Total current assets
|
3,388,365
|
|
|
3,649,781
|
|
||
Property and equipment, net
|
263,669
|
|
|
248,627
|
|
||
Goodwill
|
294,766
|
|
|
298,785
|
|
||
Intangible assets, net
|
151,075
|
|
|
166,567
|
|
||
Deferred tax assets
|
26,208
|
|
|
19,849
|
|
||
Other assets
|
59,617
|
|
|
60,538
|
|
||
Total assets
|
$
|
4,183,700
|
|
|
$
|
4,444,147
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings, current
|
$
|
69,493
|
|
|
$
|
92,093
|
|
Accounts payable
|
1,197,307
|
|
|
1,445,194
|
|
||
Payable to related parties
|
8,288
|
|
|
7,661
|
|
||
Accrued compensation and benefits
|
100,025
|
|
|
135,453
|
|
||
Other accrued liabilities
|
234,957
|
|
|
218,687
|
|
||
Income taxes payable
|
20,353
|
|
|
19,069
|
|
||
Total current liabilities
|
1,630,423
|
|
|
1,918,157
|
|
||
Long-term borrowings
|
635,250
|
|
|
638,798
|
|
||
Other long-term liabilities
|
90,015
|
|
|
76,582
|
|
||
Deferred tax liabilities
|
6,610
|
|
|
10,713
|
|
||
Total liabilities
|
2,362,298
|
|
|
2,644,250
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
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, 40,494 and 40,350 shares issued as of February 29, 2016 and November 30, 2015, respectively
|
40
|
|
|
40
|
|
||
Additional paid-in capital
|
419,512
|
|
|
411,687
|
|
||
Treasury stock, 1,256 and 1,161 shares as of February 29, 2016 and November 30, 2015, respectively
|
(58,850
|
)
|
|
(51,287
|
)
|
||
Accumulated other comprehensive income (loss)
|
(72,680
|
)
|
|
(55,237
|
)
|
||
Retained earnings
|
1,532,773
|
|
|
1,494,178
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
1,820,795
|
|
|
1,799,381
|
|
||
Noncontrolling interest
|
607
|
|
|
516
|
|
||
Total equity
|
1,821,402
|
|
|
1,799,897
|
|
||
Total liabilities and equity
|
$
|
4,183,700
|
|
|
$
|
4,444,147
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Revenue:
|
|
|
|
||||
Products
|
$
|
2,784,837
|
|
|
$
|
2,864,131
|
|
Services
|
340,785
|
|
|
338,327
|
|
||
Total revenue
|
3,125,622
|
|
|
3,202,458
|
|
||
Cost of revenue:
|
|
|
|
||||
Products
|
(2,631,130
|
)
|
|
(2,704,139
|
)
|
||
Services
|
(210,300
|
)
|
|
(210,101
|
)
|
||
Gross profit
|
284,192
|
|
|
288,218
|
|
||
Selling, general and administrative expenses
|
(208,566
|
)
|
|
(209,271
|
)
|
||
Operating income
|
75,626
|
|
|
78,947
|
|
||
Interest expense and finance charges, net
|
(6,216
|
)
|
|
(6,441
|
)
|
||
Other income, net
|
4,034
|
|
|
67
|
|
||
Income before income taxes
|
73,444
|
|
|
72,573
|
|
||
Provision for income taxes
|
(26,807
|
)
|
|
(26,271
|
)
|
||
Net income
|
46,637
|
|
|
46,302
|
|
||
Net loss (income) attributable to noncontrolling interest
|
(75
|
)
|
|
21
|
|
||
Net income attributable to SYNNEX Corporation
|
$
|
46,562
|
|
|
$
|
46,323
|
|
Earnings attributable to SYNNEX Corporation per common share:
|
|
|
|
||||
Basic
|
$
|
1.17
|
|
|
$
|
1.17
|
|
Diluted
|
$
|
1.17
|
|
|
$
|
1.16
|
|
Weighted-average common shares outstanding:
|
|
|
|
||||
Basic
|
39,224
|
|
|
38,968
|
|
||
Diluted
|
39,462
|
|
|
39,303
|
|
||
Cash dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.13
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Net income
|
$
|
46,637
|
|
|
$
|
46,302
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0 and $(123) for the three months ended February 29, 2016 and February 28, 2015, respectively
|
(378
|
)
|
|
223
|
|
||
Changes in unrealized losses of defined benefit plans, net of taxes of $0 for both the three months ended February 29, 2016 and February 28, 2015
|
(666
|
)
|
|
—
|
|
||
Unrealized losses on cash flow hedges, net of taxes of $3,225 and $0 for the three months ended February 29, 2016 and February 28, 2015, respectively
|
(5,065
|
)
|
|
—
|
|
||
Foreign currency translation adjustments, net of taxes of $238 and $1,094 for the three months ended February 29, 2016 and February 28, 2015, respectively
|
(11,318
|
)
|
|
(16,139
|
)
|
||
Other comprehensive loss
|
(17,427
|
)
|
|
(15,916
|
)
|
||
Comprehensive income:
|
29,210
|
|
|
30,386
|
|
||
Comprehensive loss (income) attributable to noncontrolling interest
|
(91
|
)
|
|
20
|
|
||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
29,119
|
|
|
$
|
30,406
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
46,637
|
|
|
$
|
46,302
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation expense
|
14,474
|
|
|
11,171
|
|
||
Amortization of intangible assets
|
11,704
|
|
|
14,593
|
|
||
Share-based compensation
|
3,467
|
|
|
3,656
|
|
||
Provision for doubtful accounts
|
860
|
|
|
2,462
|
|
||
Tax benefits from employee stock plans
|
2,696
|
|
|
1,670
|
|
||
Excess tax benefit from share-based compensation
|
(2,742
|
)
|
|
(1,670
|
)
|
||
Deferred income taxes
|
(5,307
|
)
|
|
(955
|
)
|
||
Gains on investments
|
—
|
|
|
(59
|
)
|
||
Unrealized foreign exchange gains
|
(1,422
|
)
|
|
—
|
|
||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
||||
Accounts receivable
|
279,401
|
|
|
478,848
|
|
||
Receivable from related parties
|
44
|
|
|
219
|
|
||
Inventories
|
59,379
|
|
|
76,550
|
|
||
Other assets
|
(13,310
|
)
|
|
(28,552
|
)
|
||
Accounts payable
|
(240,590
|
)
|
|
(365,878
|
)
|
||
Payable to related parties
|
627
|
|
|
(2,507
|
)
|
||
Other liabilities
|
(12,169
|
)
|
|
(27,675
|
)
|
||
Net cash provided by operating activities
|
143,749
|
|
|
208,175
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of trading and available-for-sale investments
|
(6
|
)
|
|
(55
|
)
|
||
Proceeds from sale of trading investments
|
—
|
|
|
57
|
|
||
Purchases of term deposits
|
(4,388
|
)
|
|
(731
|
)
|
||
Proceeds from maturity of term deposits
|
4,719
|
|
|
—
|
|
||
Refund of excess purchase consideration received
(1)
|
561
|
|
|
33,044
|
|
||
Purchases of property and equipment
|
(35,859
|
)
|
|
(22,400
|
)
|
||
Repayments by third parties of loans and deposits
|
286
|
|
|
291
|
|
||
Changes in restricted cash
|
53,415
|
|
|
(3,289
|
)
|
||
Net cash provided by investing activities
|
18,728
|
|
|
6,917
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from securitization and revolving lines of credit
|
306,733
|
|
|
1,061,799
|
|
||
Payments of securitization and revolving lines of credit
|
(334,377
|
)
|
|
(1,195,517
|
)
|
||
Payments of term loans, capital leases and other borrowings
|
(7,973
|
)
|
|
(3,007
|
)
|
||
Dividends paid
|
(7,967
|
)
|
|
(4,869
|
)
|
||
Excess tax benefit from share-based compensation
|
2,742
|
|
|
1,670
|
|
||
Decrease in book overdrafts
|
(4,240
|
)
|
|
(79,540
|
)
|
||
Payments of acquisition-related contingent consideration
|
(137
|
)
|
|
(170
|
)
|
||
Repurchases of common stock
|
(4,943
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
1,662
|
|
|
1,444
|
|
||
Repurchases of common stock for tax withholdings on equity awards
|
(2,620
|
)
|
|
(1,457
|
)
|
||
Net cash used in financing activities
|
(51,120
|
)
|
|
(219,647
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
198
|
|
|
(5,817
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
111,555
|
|
|
(10,372
|
)
|
||
Cash and cash equivalents at beginning of period
|
336,072
|
|
|
180,143
|
|
||
Cash and cash equivalents at end of period
|
$
|
447,627
|
|
|
$
|
169,771
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Accrued costs for property and equipment purchases
|
$
|
5,270
|
|
|
$
|
999
|
|
|
Three Months Ended
|
||||||||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||||||||
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
||||||
Restricted stock awards
|
3
|
|
|
$
|
231
|
|
|
3
|
|
|
$
|
215
|
|
Restricted stock units
|
34
|
|
|
2,754
|
|
|
49
|
|
|
3,799
|
|
||
|
37
|
|
|
$
|
2,985
|
|
|
52
|
|
|
$
|
4,014
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Cost of revenue
|
$
|
114
|
|
|
$
|
204
|
|
Selling, general and administrative expenses
|
3,349
|
|
|
3,452
|
|
||
Total share-based compensation
|
3,463
|
|
|
3,656
|
|
||
Tax effect on share-based compensation
|
(1,264
|
)
|
|
(1,323
|
)
|
||
Net effect on net income
|
$
|
2,199
|
|
|
$
|
2,333
|
|
|
As of
|
||||||
|
February 29, 2016
|
|
November 30, 2015
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
1,536,541
|
|
|
$
|
1,818,123
|
|
Less: Allowance for doubtful accounts
|
(15,064
|
)
|
|
(14,417
|
)
|
||
Less: Allowance for sales returns
|
(36,393
|
)
|
|
(44,215
|
)
|
||
|
$
|
1,485,084
|
|
|
$
|
1,759,491
|
|
|
As of
|
||||||
|
February 29, 2016
|
|
November 30, 2015
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
21,537
|
|
|
$
|
21,581
|
|
Equipment, computers and software
|
212,988
|
|
|
202,310
|
|
||
Furniture and fixtures
|
50,328
|
|
|
45,470
|
|
||
Buildings and leasehold improvements
|
184,469
|
|
|
167,893
|
|
||
Construction-in-progress
|
7,819
|
|
|
11,799
|
|
||
Total property and equipment, gross
|
477,141
|
|
|
449,053
|
|
||
Less: Accumulated depreciation
|
(213,472
|
)
|
|
(200,426
|
)
|
||
|
$
|
263,669
|
|
|
$
|
248,627
|
|
Goodwill:
|
|
|
|
|
|
||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||
Balance as of November 30, 2015
|
$
|
95,947
|
|
|
$
|
202,838
|
|
|
$
|
298,785
|
|
Foreign exchange translation
|
511
|
|
|
(4,530
|
)
|
|
(4,019
|
)
|
|||
Balance as of February 29, 2016
|
$
|
96,458
|
|
|
$
|
198,308
|
|
|
$
|
294,766
|
|
|
As of February 29, 2016
|
|
As of November 30, 2015
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Intangible assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships and lists
|
$
|
271,261
|
|
|
$
|
(129,321
|
)
|
|
$
|
141,940
|
|
|
$
|
277,122
|
|
|
$
|
(120,478
|
)
|
|
$
|
156,644
|
|
Vendor lists
|
36,815
|
|
|
(33,640
|
)
|
|
3,175
|
|
|
36,815
|
|
|
(33,255
|
)
|
|
3,560
|
|
||||||
Technology
|
7,500
|
|
|
(2,250
|
)
|
|
5,250
|
|
|
7,500
|
|
|
(2,000
|
)
|
|
5,500
|
|
||||||
Other intangible assets
|
6,542
|
|
|
(5,832
|
)
|
|
710
|
|
|
6,598
|
|
|
(5,735
|
)
|
|
863
|
|
||||||
|
$
|
322,118
|
|
|
$
|
(171,043
|
)
|
|
$
|
151,075
|
|
|
$
|
328,035
|
|
|
$
|
(161,468
|
)
|
|
$
|
166,567
|
|
|
|
Unrealized gains on available-for-sale securities, net of taxes
|
|
Unrecognized defined benefit plans costs, net of taxes
|
|
Unrealized losses on cash flow hedges, net of taxes
|
|
Foreign currency translation adjustment, net of taxes
|
|
Total
|
||||||||||
Balance as of November 30, 2015
|
|
$
|
946
|
|
|
$
|
217
|
|
|
$
|
(3,539
|
)
|
|
$
|
(52,861
|
)
|
|
$
|
(55,237
|
)
|
Other comprehensive loss
|
|
(376
|
)
|
|
(666
|
)
|
|
(5,065
|
)
|
|
(11,336
|
)
|
|
(17,443
|
)
|
|||||
Balance as of February 29, 2016
|
|
$
|
570
|
|
|
$
|
(449
|
)
|
|
$
|
(8,604
|
)
|
|
$
|
(64,197
|
)
|
|
$
|
(72,680
|
)
|
|
As of
|
||||||||||||||||||||||
|
February 29, 2016
|
|
November 30, 2015
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity investments
|
$
|
5,153
|
|
|
$
|
—
|
|
|
$
|
5,153
|
|
|
$
|
5,546
|
|
|
$
|
—
|
|
|
$
|
5,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term investments in other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
920
|
|
|
$
|
794
|
|
|
$
|
1,714
|
|
|
$
|
837
|
|
|
$
|
1,073
|
|
|
$
|
1,910
|
|
Cost-method investments
|
$
|
4,543
|
|
|
$
|
—
|
|
|
$
|
4,543
|
|
|
$
|
4,555
|
|
|
$
|
—
|
|
|
$
|
4,555
|
|
|
|
|
Fair Value as of
|
||||||
|
Balance Sheet Line Item
|
|
February 29, 2016
|
|
|
November 30, 2015
|
|
||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
|||||
Foreign exchange forward contracts
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
1,296
|
|
|
$
|
1,753
|
|
|
Other accrued liabilities
|
|
$
|
3,480
|
|
|
$
|
466
|
|
Derivative instruments designated as cash flow hedges
|
|
|
|
|
|||||
Interest rate swaps
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
53
|
|
|
$
|
19
|
|
|
Other long-term liabilities
|
|
$
|
14,132
|
|
|
$
|
5,808
|
|
|
As of February 29, 2016
|
|
As of November 30, 2015
|
||||||||||||||||||||||||||||
|
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
|
$
|
332,201
|
|
|
$
|
332,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208,597
|
|
|
$
|
208,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
35,105
|
|
|
35,105
|
|
|
—
|
|
|
—
|
|
|
88,558
|
|
|
88,558
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities
|
1,714
|
|
|
1,714
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
1,910
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
1,296
|
|
|
—
|
|
|
1,296
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
||||||||
Interest rate swaps
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
3,480
|
|
|
$
|
—
|
|
|
$
|
3,480
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
Interest rate swaps
|
14,132
|
|
|
—
|
|
|
14,132
|
|
|
—
|
|
|
5,808
|
|
|
—
|
|
|
5,808
|
|
|
—
|
|
||||||||
Acquisition-related contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Net sales financed
|
$
|
258,711
|
|
|
$
|
315,785
|
|
Flooring fees
(1)
|
1,647
|
|
|
2,076
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of
|
||||||
|
February 29, 2016
|
|
November 30, 2015
|
||||
SYNNEX U.S. credit agreement
|
609,375
|
|
|
617,188
|
|
||
SYNNEX Canada term loan and revolver
|
4,505
|
|
|
14,449
|
|
||
SYNNEX Infotec credit facility
|
80,753
|
|
|
96,662
|
|
||
Other borrowings and capital leases
|
10,110
|
|
|
2,592
|
|
||
Total borrowings
|
704,743
|
|
|
730,891
|
|
||
Less: Current portion
|
(69,493
|
)
|
|
(92,093
|
)
|
||
Non-current portion
|
$
|
635,250
|
|
|
$
|
638,798
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Basic earnings per common share:
|
|
|
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
46,562
|
|
|
$
|
46,323
|
|
Less: net income allocated to participating securities
(1)
|
(502
|
)
|
|
(599
|
)
|
||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
46,060
|
|
|
$
|
45,724
|
|
Weighted-average number of common shares - basic
|
39,224
|
|
|
38,968
|
|
||
Basic earnings attributable to SYNNEX corporation per common share
|
$
|
1.17
|
|
|
$
|
1.17
|
|
|
|
|
|
||||
Diluted earnings per common share:
|
|
|
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
46,562
|
|
|
$
|
46,323
|
|
Less: net income allocated to participating securities
(1)
|
(499
|
)
|
|
(594
|
)
|
||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
46,063
|
|
|
$
|
45,729
|
|
Weighted-average number of common shares - basic
|
39,224
|
|
|
38,968
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options and restricted stock units
|
238
|
|
|
335
|
|
||
Weighted-average number of common shares - diluted
|
39,462
|
|
|
39,303
|
|
||
Diluted earnings attributable to SYNNEX Corporation per common share
|
$
|
1.17
|
|
|
$
|
1.16
|
|
|
|
|
|
||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
14
|
|
|
4
|
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Three months ended February 29, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,784,907
|
|
|
$
|
344,692
|
|
|
$
|
(3,977
|
)
|
|
$
|
3,125,622
|
|
External revenue
|
2,784,837
|
|
|
340,785
|
|
|
—
|
|
|
3,125,622
|
|
||||
Operating income
|
67,671
|
|
|
7,861
|
|
|
94
|
|
|
75,626
|
|
||||
Three months ended February 28, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
2,864,288
|
|
|
341,762
|
|
|
(3,592
|
)
|
|
3,202,458
|
|
||||
External revenue
|
2,864,131
|
|
|
338,327
|
|
|
—
|
|
|
3,202,458
|
|
||||
Operating income
|
71,250
|
|
|
7,578
|
|
|
119
|
|
|
78,947
|
|
||||
Total assets as of February 29, 2016
|
$
|
3,932,360
|
|
|
$
|
1,041,380
|
|
|
$
|
(790,040
|
)
|
|
$
|
4,183,700
|
|
Total assets as of November 30, 2015
|
4,149,080
|
|
|
1,057,880
|
|
|
(762,813
|
)
|
|
4,444,147
|
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
Revenue:
|
|
|
|
||||
United States
|
$
|
2,246,348
|
|
|
$
|
2,311,237
|
|
Canada
|
360,322
|
|
|
349,277
|
|
||
Others
|
518,952
|
|
|
541,944
|
|
||
Total
|
$
|
3,125,622
|
|
|
$
|
3,202,458
|
|
|
As of
|
||||||
|
February 29, 2016
|
|
November 30, 2015
|
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
123,924
|
|
|
$
|
118,766
|
|
Philippines
|
29,996
|
|
|
28,503
|
|
||
India
|
27,408
|
|
|
23,056
|
|
||
Others
|
82,341
|
|
|
78,302
|
|
||
Total
|
$
|
263,669
|
|
|
$
|
248,627
|
|
|
As of February 29, 2016
|
|
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
373
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. Neither MiTAC Holdings nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
|
|
|
Three Months Ended February 29, 2016
|
|
Three Months Ended February 28, 2015
|
||||||||||||||||||||
|
|
Attributable to
SYNNEX
Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
|
Attributable
to SYNNEX
Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
||||||||||||
Beginning balance:
|
|
$
|
1,799,381
|
|
|
$
|
516
|
|
|
$
|
1,799,897
|
|
|
$
|
1,653,558
|
|
|
$
|
427
|
|
|
$
|
1,653,985
|
|
Issuance of common stock on exercise of options
|
|
1,114
|
|
|
—
|
|
|
1,114
|
|
|
1,022
|
|
|
—
|
|
|
1,022
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
548
|
|
|
—
|
|
|
548
|
|
|
421
|
|
|
—
|
|
|
421
|
|
||||||
Tax benefit from employee stock plans
|
|
2,696
|
|
|
—
|
|
|
2,696
|
|
|
1,670
|
|
|
—
|
|
|
1,670
|
|
||||||
Taxes paid for the settlement of equity awards
|
|
(2,620
|
)
|
|
—
|
|
|
(2,620
|
)
|
|
(1,457
|
)
|
|
—
|
|
|
(1,457
|
)
|
||||||
Share-based compensation
|
|
3,467
|
|
|
—
|
|
|
3,467
|
|
|
3,656
|
|
|
—
|
|
|
3,656
|
|
||||||
Repurchases of common stock
|
|
(4,943
|
)
|
|
—
|
|
|
(4,943
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividend declared
|
|
(7,967
|
)
|
|
—
|
|
|
(7,967
|
)
|
|
(4,869
|
)
|
|
—
|
|
|
(4,869
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
46,562
|
|
|
75
|
|
|
46,637
|
|
|
46,323
|
|
|
(21
|
)
|
|
46,302
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
(376
|
)
|
|
(2
|
)
|
|
(378
|
)
|
|
221
|
|
|
2
|
|
|
223
|
|
||||||
Change in unrealized losses of defined benefit plans, net of taxes
|
|
(666
|
)
|
|
—
|
|
|
(666
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized losses on cash flow hedges, net of taxes
|
|
(5,065
|
)
|
|
—
|
|
|
(5,065
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustments, net of taxes
|
|
(11,336
|
)
|
|
18
|
|
|
(11,318
|
)
|
|
(16,138
|
)
|
|
(1
|
)
|
|
(16,139
|
)
|
||||||
Total other comprehensive income (loss)
|
|
(17,443
|
)
|
|
16
|
|
|
(17,427
|
)
|
|
(15,917
|
)
|
|
1
|
|
|
(15,916
|
)
|
||||||
Total comprehensive income
|
|
29,119
|
|
|
91
|
|
|
29,210
|
|
|
30,406
|
|
|
(20
|
)
|
|
30,386
|
|
||||||
Ending balance:
|
|
$
|
1,820,795
|
|
|
$
|
607
|
|
|
$
|
1,821,402
|
|
|
$
|
1,684,407
|
|
|
$
|
407
|
|
|
$
|
1,684,814
|
|
Fiscal Years Ending November 30,
|
|
||
2016 (remaining nine months)
|
$
|
50,998
|
|
2017
|
61,353
|
|
|
2018
|
52,862
|
|
|
2019
|
45,979
|
|
|
2020
|
36,533
|
|
|
Thereafter
|
78,587
|
|
|
Total minimum lease payments
|
$
|
326,312
|
|
Statements of Operations Data:
|
Three Months Ended
|
||||
|
February 29, 2016
|
|
February 28, 2015
|
||
Products revenue
|
89.10
|
%
|
|
89.44
|
%
|
Services revenue
|
10.90
|
|
|
10.56
|
|
Total revenue
|
100.00
|
|
|
100.00
|
|
Cost of products revenue
|
(84.18
|
)
|
|
(84.44
|
)
|
Cost of services revenue
|
(6.73
|
)
|
|
(6.56
|
)
|
Gross profit
|
9.09
|
|
|
9.00
|
|
Selling, general and administrative expenses
|
(6.67
|
)
|
|
(6.53
|
)
|
Operating income
|
2.42
|
|
|
2.47
|
|
Interest expense and finance charges, net
|
(0.20
|
)
|
|
(0.20
|
)
|
Other income, net
|
0.13
|
|
|
0.00
|
|
Income before income taxes
|
2.35
|
|
|
2.27
|
|
Provision for income taxes
|
(0.86
|
)
|
|
(0.82
|
)
|
Net income
|
1.49
|
|
|
1.45
|
|
Net loss (income) attributable to noncontrolling interest
|
(0.00
|
)
|
|
0.00
|
|
Net income attributable to SYNNEX Corporation
|
1.49
|
%
|
|
1.45
|
%
|
•
|
Revenue in constant currency, which is revenue adjusted for the translation effect of foreign currencies so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby
|
•
|
Non-GAAP operating income, which is operating income as adjusted to exclude intangible asset amortization, and acquisition and other integration expenses related to the acquisition of the customer relationship management ("CRM") business of International Business Machines Corporation ("IBM") in fiscal year 2014; and
|
•
|
Non-GAAP operating margin, which is Non-GAAP operating income (as defined above) divided by Revenue.
|
•
|
Adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, which is Non-GAAP operating income as defined above after excluding depreciation expenses.
|
•
|
Non-GAAP diluted earnings per common share ("EPS"), which is diluted EPS excluding the per share, tax effected impact of (i) IBM CRM acquisition and other integration expenses, and (ii) amortization of intangible assets.
|
|
Three Months Ended
|
||||||
|
February 29, 2016
|
|
February 28, 2015
|
||||
|
(in thousands, except per share amounts)
|
||||||
Revenue
|
$
|
3,125,622
|
|
|
$
|
3,202,458
|
|
Foreign currency translation
|
70,595
|
|
|
—
|
|
||
Revenue in constant currency
|
$
|
3,196,217
|
|
|
$
|
3,202,458
|
|
|
|
|
|
||||
Operating income
|
$
|
75,626
|
|
|
$
|
78,947
|
|
IBM CRM acquisition and other integration expenses
|
1,002
|
|
|
3,993
|
|
||
Amortization of intangibles
|
11,704
|
|
|
14,593
|
|
||
Non-GAAP operating income
|
$
|
88,332
|
|
|
$
|
97,533
|
|
Depreciation
|
14,474
|
|
|
11,171
|
|
||
Adjusted EBITDA
|
$
|
102,806
|
|
|
$
|
108,704
|
|
|
|
|
|
||||
Operating margin
|
2.42
|
%
|
|
2.47
|
%
|
||
Non-GAAP operating margin
|
2.83
|
%
|
|
3.05
|
%
|
||
|
|
|
|
||||
Diluted EPS
|
$
|
1.17
|
|
|
$
|
1.16
|
|
IBM CRM acquisition and other integration expenses, net of taxes
(1)
|
0.02
|
|
|
0.06
|
|
||
Amortization of intangibles, net of taxes
(1)
|
0.19
|
|
|
0.23
|
|
||
Non-GAAP diluted EPS
(2)
|
$
|
1.37
|
|
|
$
|
1.46
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 29, 2016
|
|
February 28, 2015
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Revenue
|
$
|
3,125,622
|
|
|
$
|
3,202,458
|
|
|
(2.4
|
)%
|
Technology Solutions revenue
|
2,784,907
|
|
|
2,864,288
|
|
|
(2.8
|
)%
|
||
Concentrix revenue
|
344,692
|
|
|
341,762
|
|
|
0.9
|
%
|
||
Inter-segment elimination
|
(3,977
|
)
|
|
(3,592
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 29, 2016
|
|
February 28, 2015
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
||||||||
Selling, general and administrative expenses
|
$
|
208,566
|
|
|
$
|
209,271
|
|
|
(0.3
|
)%
|
Percentage of revenue
|
6.67
|
%
|
|
6.53
|
%
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 29, 2016
|
|
February 28, 2015
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Operating income
|
$
|
75,626
|
|
|
$
|
78,947
|
|
|
(4.2
|
)%
|
Operating margin
|
2.42
|
%
|
|
2.47
|
%
|
|
|
|||
Technology Solutions operating income
|
67,671
|
|
|
71,250
|
|
|
(5.0
|
)%
|
||
Technology Solutions operating margin
|
2.43
|
%
|
|
2.49
|
%
|
|
|
|||
Concentrix operating income
|
7,861
|
|
|
7,578
|
|
|
3.7
|
%
|
||
Concentrix operating margin
|
2.28
|
%
|
|
2.22
|
%
|
|
|
|||
Inter-segment eliminations
|
94
|
|
|
119
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 29, 2016
|
|
February 28, 2015
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Interest expense and finance charges, net
|
$
|
6,216
|
|
|
$
|
6,441
|
|
|
(3.5
|
)%
|
Percentage of revenue
|
0.20
|
%
|
|
0.20
|
%
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 29, 2016
|
|
February 28, 2015
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Other income, net
|
$
|
4,034
|
|
|
$
|
67
|
|
|
5,920.9
|
%
|
Percentage of revenue
|
0.13
|
%
|
|
0.00
|
%
|
|
|
|
As of February 29, 2016
|
|
|
(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
373
thousand shares directly held by Matthew Miau and
224
thousand shares indirectly held by Matthew Miau through a charitable remainder trust.
|
(2)
|
Synnex Technology International Corp. ("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. Neither MiTAC Holdings nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
December 1, 2015 - December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
91,263,537
|
|
January 1, 2016 - January 31, 2016
|
|
62,641
|
|
|
$
|
78.91
|
|
|
62,641
|
|
|
$
|
86,320,437
|
|
February 1, 2016 - February 29, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
86,320,437
|
|
|
|
62,641
|
|
|
$
|
78.91
|
|
|
62,641
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1†
|
|
Sixth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 12, 2016, by and among SIT Funding Corporation, the Company, Hyve Solutions Corporation, the lenders party thereto and The Bank of Nova Scotia.
|
|
|
|
10.2
|
|
Third Amendment to Credit Agreement, dated as of January 12, 2016, by and among the Company, the guarantor signatories thereto, the lender signatories thereto and Bank of America, N.A.
|
|
|
|
10.3
|
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 16, 2016, by and among SIT Funding Corporation, the lenders party thereto and The Bank of Nova Scotia.
|
|
|
|
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†
|
|
Sixth Omnibus Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement and Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 12, 2016, by and among SIT Funding Corporation, the Company, Hyve Solutions Corporation, the lenders party thereto and The Bank of Nova Scotia.
|
|
|
|
10.2
|
|
Third Amendment to Credit Agreement, dated as of January 12, 2016, by and among the Company, the guarantor signatories thereto, the lender signatories thereto and Bank of America, N.A.
|
|
|
|
10.3
|
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 16, 2016, by and among SIT Funding Corporation, the lenders party thereto and The Bank of Nova Scotia.
|
|
|
|
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.
|
[*] Indicates that confidential information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
BORROWER:
|
SYNNEX CORPORATION,
|
GUARANTORS:
|
SYNNEX FINANCE HYBRID II, LLC,
|
AGENT:
|
BANK OF AMERICA, N.A.,
|
LENDERS:
|
BANK OF AMERICA, N.A.,
as a Lender and an L/C Issuer |
|
|
|
|
2
|
|
|
3
|
|
|
S-1
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)
|
|
S-2
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)
|
|
S-3
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)
|
|
S-4
|
Twelfth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)
|
Bank/Financial Institution
|
Name In Which The Account is Held
|
Account Type/No.
|
Purpose
|
|
|
|
|
|
|
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
|