☒
|
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
☒
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
|
Class
|
|
Outstanding as of September 30, 2016
|
||||
Common Stock, $0.001 par value
|
|
39,778,307
|
|
|
|
|
|
Page
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1A.
|
||
Item 6.
|
||
|
||
|
|
August 31,
2016 |
|
November 30,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
223,282
|
|
|
$
|
336,072
|
|
Restricted cash
|
4,845
|
|
|
88,558
|
|
||
Short-term investments
|
6,959
|
|
|
5,546
|
|
||
Accounts receivable, net
|
1,651,074
|
|
|
1,759,491
|
|
||
Receivable from related parties
|
99
|
|
|
114
|
|
||
Inventories
|
1,568,697
|
|
|
1,328,967
|
|
||
Current deferred tax assets
|
42,814
|
|
|
40,510
|
|
||
Other current assets
|
117,952
|
|
|
90,523
|
|
||
Total current assets
|
3,615,722
|
|
|
3,649,781
|
|
||
Property and equipment, net
|
315,239
|
|
|
248,627
|
|
||
Goodwill
|
519,704
|
|
|
298,785
|
|
||
Intangible assets, net
|
274,861
|
|
|
166,567
|
|
||
Deferred tax assets
|
28,970
|
|
|
19,849
|
|
||
Other assets
|
67,440
|
|
|
60,538
|
|
||
Total assets
|
$
|
4,821,936
|
|
|
$
|
4,444,147
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings, current
|
$
|
187,878
|
|
|
$
|
92,093
|
|
Accounts payable
|
1,515,939
|
|
|
1,445,194
|
|
||
Payable to related parties
|
15,725
|
|
|
7,661
|
|
||
Accrued compensation and benefits
|
149,734
|
|
|
135,453
|
|
||
Other accrued liabilities
|
226,368
|
|
|
218,687
|
|
||
Income taxes payable
|
20,339
|
|
|
19,069
|
|
||
Total current liabilities
|
2,115,983
|
|
|
1,918,157
|
|
||
Long-term borrowings
|
620,544
|
|
|
638,798
|
|
||
Other long-term liabilities
|
101,369
|
|
|
76,582
|
|
||
Deferred tax liabilities
|
57,257
|
|
|
10,713
|
|
||
Total liabilities
|
2,895,153
|
|
|
2,644,250
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
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, 40,650 and 40,350 shares issued as of August 31, 2016 and November 30, 2015, respectively
|
41
|
|
|
40
|
|
||
Additional paid-in capital
|
432,949
|
|
|
411,687
|
|
||
Treasury stock, 1,289 and 1,161 shares as of August 31, 2016 and November 30, 2015, respectively
|
(61,631
|
)
|
|
(51,287
|
)
|
||
Accumulated other comprehensive income (loss)
|
(64,611
|
)
|
|
(55,237
|
)
|
||
Retained earnings
|
1,619,997
|
|
|
1,494,178
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
1,926,745
|
|
|
1,799,381
|
|
||
Noncontrolling interest
|
38
|
|
|
516
|
|
||
Total equity
|
1,926,783
|
|
|
1,799,897
|
|
||
Total liabilities and equity
|
$
|
4,821,936
|
|
|
$
|
4,444,147
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
3,267,287
|
|
|
$
|
2,976,901
|
|
|
$
|
9,099,762
|
|
|
$
|
8,756,532
|
|
Services
|
402,527
|
|
|
355,636
|
|
|
1,075,173
|
|
|
1,032,248
|
|
||||
Total revenue
|
3,669,814
|
|
|
3,332,537
|
|
|
10,174,935
|
|
|
9,788,780
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Products
|
(3,096,529
|
)
|
|
(2,816,516
|
)
|
|
(8,608,518
|
)
|
|
(8,264,527
|
)
|
||||
Services
|
(247,328
|
)
|
|
(225,243
|
)
|
|
(662,238
|
)
|
|
(645,198
|
)
|
||||
Gross profit
|
325,957
|
|
|
290,778
|
|
|
904,179
|
|
|
879,055
|
|
||||
Selling, general and administrative expenses
|
(227,935
|
)
|
|
(209,499
|
)
|
|
(655,225
|
)
|
|
(629,468
|
)
|
||||
Operating income
|
98,022
|
|
|
81,279
|
|
|
248,954
|
|
|
249,587
|
|
||||
Interest expense and finance charges, net
|
(7,517
|
)
|
|
(6,794
|
)
|
|
(20,245
|
)
|
|
(19,050
|
)
|
||||
Other income (expense), net
|
(378
|
)
|
|
(150
|
)
|
|
4,605
|
|
|
(1,667
|
)
|
||||
Income before income taxes
|
90,127
|
|
|
74,335
|
|
|
233,314
|
|
|
228,870
|
|
||||
Provision for income taxes
|
(31,426
|
)
|
|
(26,164
|
)
|
|
(83,619
|
)
|
|
(82,487
|
)
|
||||
Net income
|
58,701
|
|
|
48,171
|
|
|
149,695
|
|
|
146,383
|
|
||||
Net loss (income) attributable to noncontrolling interest
|
3
|
|
|
—
|
|
|
(67
|
)
|
|
(15
|
)
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
58,704
|
|
|
$
|
48,171
|
|
|
$
|
149,628
|
|
|
$
|
146,368
|
|
Earnings attributable to SYNNEX Corporation per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.48
|
|
|
$
|
1.22
|
|
|
$
|
3.77
|
|
|
$
|
3.71
|
|
Diluted
|
$
|
1.47
|
|
|
$
|
1.21
|
|
|
$
|
3.75
|
|
|
$
|
3.68
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
39,346
|
|
|
39,082
|
|
|
39,285
|
|
|
39,035
|
|
||||
Diluted
|
39,534
|
|
|
39,328
|
|
|
39,492
|
|
|
39,325
|
|
||||
Cash dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.13
|
|
|
$
|
0.60
|
|
|
$
|
0.38
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
Net income
|
$
|
58,701
|
|
|
$
|
48,171
|
|
|
$
|
149,695
|
|
|
$
|
146,383
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0 for both the three and nine months ended August 31, 2016, and $115 and $(87) for the three and nine months ended August 31, 2015, respectively
|
(359
|
)
|
|
(209
|
)
|
|
(578
|
)
|
|
155
|
|
||||
Change in unrealized losses of defined benefit plans, net of taxes of $0 for the three and nine months ended August 31, 2016 and 2015
|
—
|
|
|
—
|
|
|
(455
|
)
|
|
—
|
|
||||
Unrealized losses on cash flow hedges, net of taxes of $722 and $3,159 for the three and nine months ended August 31, 2016, respectively, and $408 and $1,141 for the three and nine months ended August 31, 2015
|
(1,135
|
)
|
|
(643
|
)
|
|
(4,961
|
)
|
|
(1,797
|
)
|
||||
Foreign currency translation adjustments, net of taxes of $28 and $(1,371) for the three and nine months ended August 31, 2016, respectively, and $1,145 and $2,277 for the three and nine months ended August 31, 2015, respectively
|
(2,068
|
)
|
|
(17,676
|
)
|
|
(3,347
|
)
|
|
(40,407
|
)
|
||||
Other comprehensive loss
|
(3,562
|
)
|
|
(18,528
|
)
|
|
(9,341
|
)
|
|
(42,049
|
)
|
||||
Comprehensive income:
|
55,139
|
|
|
29,643
|
|
|
140,354
|
|
|
104,334
|
|
||||
Comprehensive income attributable to noncontrolling interest
|
(9
|
)
|
|
(4
|
)
|
|
(100
|
)
|
|
(14
|
)
|
||||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
55,130
|
|
|
$
|
29,639
|
|
|
$
|
140,254
|
|
|
$
|
104,320
|
|
|
Nine Months Ended
|
||||||
|
August 31, 2016
|
|
August 31, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
149,695
|
|
|
$
|
146,383
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation expense
|
46,549
|
|
|
35,305
|
|
||
Amortization of intangible assets
|
36,509
|
|
|
41,771
|
|
||
Share-based compensation
|
10,615
|
|
|
10,678
|
|
||
Tax benefits from employee stock plans
|
5,262
|
|
|
4,893
|
|
||
Excess tax benefit from share-based compensation
|
(5,309
|
)
|
|
(4,941
|
)
|
||
Deferred income taxes
|
(7,190
|
)
|
|
(1,701
|
)
|
||
Unrealized foreign exchange (gains) losses
|
(8,943
|
)
|
|
14,995
|
|
||
Others
|
884
|
|
|
1,806
|
|
||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
||||
Accounts receivable, including from related parties
|
226,664
|
|
|
481,415
|
|
||
Inventories
|
(224,752
|
)
|
|
47,362
|
|
||
Other assets
|
(10,374
|
)
|
|
(31,986
|
)
|
||
Accounts payable, including to related parties
|
70,361
|
|
|
(204,376
|
)
|
||
Other liabilities
|
(14,703
|
)
|
|
15,818
|
|
||
Net cash provided by operating activities
|
275,268
|
|
|
557,422
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(83,671
|
)
|
|
(6,995
|
)
|
||
Proceeds from sale and maturity of investments
|
82,387
|
|
|
8,846
|
|
||
Acquisition of business, net of cash acquired
|
(404,484
|
)
|
|
—
|
|
||
Refund of excess purchase consideration
(1)
|
561
|
|
|
37,299
|
|
||
Purchases of property and equipment
|
(95,161
|
)
|
|
(71,495
|
)
|
||
Repayment by third parties of loans and deposits, net of amounts loaned
|
2,278
|
|
|
(794
|
)
|
||
Changes in restricted cash, net of acquisition of businesses
|
85,899
|
|
|
(30,733
|
)
|
||
Net cash used in investing activities
|
(412,191
|
)
|
|
(63,872
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from securitization and revolving lines of credit
|
1,902,424
|
|
|
2,200,307
|
|
||
Payments of securitization and revolving lines of credit
|
(1,819,840
|
)
|
|
(2,843,232
|
)
|
||
Proceeds from term loans, net of issuance cost
|
—
|
|
|
408,299
|
|
||
Payments of term loans, capital leases and other borrowings
|
(31,910
|
)
|
|
(6,193
|
)
|
||
Dividends paid
|
(23,809
|
)
|
|
(14,755
|
)
|
||
Excess tax benefit from share-based compensation
|
5,309
|
|
|
4,941
|
|
||
Decrease in book overdrafts
|
(3,501
|
)
|
|
(88,081
|
)
|
||
Repurchases of common stock
|
(6,917
|
)
|
|
(8,736
|
)
|
||
Proceeds from issuance of common stock
|
6,014
|
|
|
4,636
|
|
||
Repurchases of common stock for tax withholdings on equity awards
|
(3,427
|
)
|
|
(5,186
|
)
|
||
Others
|
(1,337
|
)
|
|
(170
|
)
|
||
Net cash provided by (used in) financing activities
|
23,006
|
|
|
(348,170
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,127
|
|
|
(17,447
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(112,790
|
)
|
|
127,933
|
|
||
Cash and cash equivalents at beginning of period
|
336,072
|
|
|
180,143
|
|
||
Cash and cash equivalents at end of period
|
$
|
223,282
|
|
|
$
|
308,076
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Accrued costs for property and equipment purchases
|
$
|
5,135
|
|
|
$
|
8,924
|
|
Preliminary purchase price allocation:
|
|
Fair Value
|
||
Cash and cash equivalents
|
|
$
|
21,419
|
|
Restricted cash
|
|
2,199
|
|
|
Accounts receivable
|
|
92,875
|
|
|
Other current assets
|
|
23,868
|
|
|
Property and equipment
|
|
21,495
|
|
|
Goodwill
|
|
221,377
|
|
|
Intangible assets
|
|
147,050
|
|
|
Other assets
|
|
2,819
|
|
|
Borrowings, current
|
|
(7,974
|
)
|
|
Accounts payable
|
|
(1,985
|
)
|
|
Accrued compensation and benefits
|
|
(22,726
|
)
|
|
Other accrued liabilities
|
|
(16,473
|
)
|
|
Other long-term liabilities
|
|
(146
|
)
|
|
Deferred tax liabilities, non-current
|
|
(48,163
|
)
|
|
|
|
$
|
435,635
|
|
|
|
Preliminary Fair Value
|
|
Weighted Average Useful Life
|
||
Customer relationships
|
|
$
|
130,000
|
|
|
10 years
|
Technology
|
|
15,300
|
|
|
5 years
|
|
Trade names
|
|
1,750
|
|
|
1 year
|
|
Total intangibles acquired
|
|
$
|
147,050
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||||||||||||||
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
||||||||||||
Restricted stock awards
|
2
|
|
|
$
|
175
|
|
|
1
|
|
|
$
|
90
|
|
|
16
|
|
|
$
|
1,410
|
|
|
18
|
|
|
$
|
1,364
|
|
Restricted stock units
|
1
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
2,840
|
|
|
49
|
|
|
3,799
|
|
||||
|
3
|
|
|
$
|
251
|
|
|
1
|
|
|
$
|
90
|
|
|
51
|
|
|
$
|
4,250
|
|
|
67
|
|
|
$
|
5,163
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
Cost of revenue
|
$
|
101
|
|
|
$
|
158
|
|
|
$
|
347
|
|
|
$
|
579
|
|
Selling, general and administrative expenses
|
3,323
|
|
|
3,143
|
|
|
10,307
|
|
|
10,099
|
|
||||
Total share-based compensation
|
3,424
|
|
|
3,301
|
|
|
10,654
|
|
|
10,678
|
|
||||
Tax effect on share-based compensation
|
(1,183
|
)
|
|
(1,159
|
)
|
|
(3,818
|
)
|
|
(3,848
|
)
|
||||
Net effect on net income
|
$
|
2,241
|
|
|
$
|
2,142
|
|
|
$
|
6,836
|
|
|
$
|
6,830
|
|
|
As of
|
||||||
|
August 31, 2016
|
|
November 30, 2015
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
1,709,250
|
|
|
$
|
1,818,123
|
|
Less: Allowance for doubtful accounts
|
(13,999
|
)
|
|
(14,417
|
)
|
||
Less: Allowance for sales returns
|
(44,177
|
)
|
|
(44,215
|
)
|
||
|
$
|
1,651,074
|
|
|
$
|
1,759,491
|
|
|
As of
|
||||||
|
August 31, 2016
|
|
November 30, 2015
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
23,333
|
|
|
$
|
21,581
|
|
Equipment, computers and software
|
243,951
|
|
|
202,310
|
|
||
Furniture and fixtures
|
52,697
|
|
|
45,470
|
|
||
Buildings and leasehold improvements
|
216,544
|
|
|
167,893
|
|
||
Construction-in-progress
|
10,667
|
|
|
11,799
|
|
||
Total property and equipment, gross
|
547,192
|
|
|
449,053
|
|
||
Less: Accumulated depreciation
|
(231,953
|
)
|
|
(200,426
|
)
|
||
|
$
|
315,239
|
|
|
$
|
248,627
|
|
Goodwill:
|
|
|
|
|
|
||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||
Balance as of November 30, 2015
|
$
|
95,947
|
|
|
$
|
202,838
|
|
|
$
|
298,785
|
|
Additions from acquisition (See Note 3-Acquisition)
|
—
|
|
|
221,377
|
|
|
221,377
|
|
|||
Foreign exchange translation
|
2,841
|
|
|
(3,299
|
)
|
|
(458
|
)
|
|||
Balance as of August 31, 2016
|
$
|
98,788
|
|
|
$
|
420,916
|
|
|
$
|
519,704
|
|
|
As of August 31, 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
|
$
|
396,072
|
|
|
$
|
(146,094
|
)
|
|
$
|
249,978
|
|
|
$
|
277,122
|
|
|
$
|
(120,478
|
)
|
|
$
|
156,644
|
|
Vendor lists
|
36,815
|
|
|
(34,409
|
)
|
|
2,406
|
|
|
36,815
|
|
|
(33,255
|
)
|
|
3,560
|
|
||||||
Technology
|
22,800
|
|
|
(2,750
|
)
|
|
20,050
|
|
|
7,500
|
|
|
(2,000
|
)
|
|
5,500
|
|
||||||
Other intangible assets
|
7,658
|
|
|
(5,231
|
)
|
|
2,427
|
|
|
6,598
|
|
|
(5,735
|
)
|
|
863
|
|
||||||
|
$
|
463,345
|
|
|
$
|
(188,484
|
)
|
|
$
|
274,861
|
|
|
$
|
328,035
|
|
|
$
|
(161,468
|
)
|
|
$
|
166,567
|
|
|
|
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
Unrealized defined benefit plans gains (losses), 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
|
|
(575
|
)
|
|
(455
|
)
|
|
(4,961
|
)
|
|
(3,383
|
)
|
|
(9,374
|
)
|
|||||
Balance as of August 31, 2016
|
|
$
|
371
|
|
|
$
|
(238
|
)
|
|
$
|
(8,500
|
)
|
|
$
|
(56,244
|
)
|
|
$
|
(64,611
|
)
|
|
As of
|
||||||||||||||||||||||
|
August 31, 2016
|
|
November 30, 2015
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity investments
|
$
|
6,959
|
|
|
$
|
—
|
|
|
$
|
6,959
|
|
|
$
|
5,546
|
|
|
$
|
—
|
|
|
$
|
5,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term investments in other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
1,019
|
|
|
$
|
677
|
|
|
$
|
1,696
|
|
|
$
|
837
|
|
|
$
|
1,073
|
|
|
$
|
1,910
|
|
Cost-method investments
|
$
|
4,214
|
|
|
$
|
—
|
|
|
$
|
4,214
|
|
|
$
|
4,555
|
|
|
$
|
—
|
|
|
$
|
4,555
|
|
|
|
|
Fair Value as of
|
||||||
|
Balance Sheet Line Item
|
|
August 31, 2016
|
|
|
November 30, 2015
|
|
||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
|||||
Foreign exchange forward contracts
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
1,939
|
|
|
$
|
1,753
|
|
|
Other accrued liabilities
|
|
$
|
1,085
|
|
|
$
|
466
|
|
Derivative instruments designated as cash flow hedges
|
|
|
|
|
|||||
Interest rate swaps
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
—
|
|
|
$
|
19
|
|
|
Other accrued liabilities
|
|
$
|
1,252
|
|
|
$
|
—
|
|
|
Other long-term liabilities
|
|
$
|
12,657
|
|
|
$
|
5,808
|
|
|
As of August 31, 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
|
$
|
30,047
|
|
|
$
|
30,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208,597
|
|
|
$
|
208,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
4,845
|
|
|
4,845
|
|
|
—
|
|
|
—
|
|
|
88,558
|
|
|
88,558
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities
|
1,696
|
|
|
1,696
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
1,910
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
1,939
|
|
|
—
|
|
|
1,939
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
1,085
|
|
|
$
|
—
|
|
|
$
|
1,085
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
Interest rate swaps
|
13,909
|
|
|
—
|
|
|
13,909
|
|
|
—
|
|
|
5,808
|
|
|
—
|
|
|
5,808
|
|
|
—
|
|
||||||||
Acquisition-related contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
Net sales financed
|
$
|
362,491
|
|
|
$
|
324,725
|
|
|
$
|
922,448
|
|
|
$
|
939,983
|
|
Flooring fees
(1)
|
2,287
|
|
|
2,064
|
|
|
5,996
|
|
|
6,221
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of
|
||||||
|
August 31, 2016
|
|
November 30, 2015
|
||||
SYNNEX U.S. securitization (see Note 9 - Accounts Receivable Arrangements)
|
$
|
91,500
|
|
|
$
|
—
|
|
SYNNEX U.S. credit agreement
|
593,750
|
|
|
617,188
|
|
||
SYNNEX Canada term loan and revolver
|
4,332
|
|
|
14,449
|
|
||
SYNNEX Infotec credit facility
|
95,717
|
|
|
96,662
|
|
||
India credit facilities
|
10,006
|
|
|
—
|
|
||
Other borrowings and capital leases
|
13,117
|
|
|
2,592
|
|
||
Total borrowings
|
808,422
|
|
|
730,891
|
|
||
Less: Current portion
|
(187,878
|
)
|
|
(92,093
|
)
|
||
Non-current portion
|
$
|
620,544
|
|
|
$
|
638,798
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
58,704
|
|
|
$
|
48,171
|
|
|
$
|
149,628
|
|
|
$
|
146,368
|
|
Less: net income allocated to participating securities
(1)
|
(592
|
)
|
|
(528
|
)
|
|
(1,566
|
)
|
|
(1,742
|
)
|
||||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
58,112
|
|
|
$
|
47,643
|
|
|
$
|
148,062
|
|
|
$
|
144,626
|
|
Weighted-average number of common shares - basic
|
39,346
|
|
|
39,082
|
|
|
39,285
|
|
|
39,035
|
|
||||
Basic earnings attributable to SYNNEX Corporation per common share
|
$
|
1.48
|
|
|
$
|
1.22
|
|
|
$
|
3.77
|
|
|
$
|
3.71
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
58,704
|
|
|
$
|
48,171
|
|
|
$
|
149,628
|
|
|
$
|
146,368
|
|
Less: net income allocated to participating securities
(1)
|
(589
|
)
|
|
(525
|
)
|
|
(1,559
|
)
|
|
(1,731
|
)
|
||||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
58,115
|
|
|
$
|
47,646
|
|
|
$
|
148,069
|
|
|
$
|
144,637
|
|
Weighted-average number of common shares - basic
|
39,346
|
|
|
39,082
|
|
|
39,285
|
|
|
39,035
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
188
|
|
|
246
|
|
|
207
|
|
|
290
|
|
||||
Weighted-average number of common shares - diluted
|
39,534
|
|
|
39,328
|
|
|
39,492
|
|
|
39,325
|
|
||||
Diluted earnings attributable to SYNNEX Corporation per common share
|
$
|
1.47
|
|
|
$
|
1.21
|
|
|
$
|
3.75
|
|
|
$
|
3.68
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
5
|
|
|
—
|
|
|
10
|
|
|
2
|
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Three months ended August 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,267,354
|
|
|
$
|
406,715
|
|
|
$
|
(4,255
|
)
|
|
$
|
3,669,814
|
|
External revenue
|
3,267,287
|
|
|
402,527
|
|
|
—
|
|
|
3,669,814
|
|
||||
Operating income
|
79,410
|
|
|
18,564
|
|
|
48
|
|
|
98,022
|
|
||||
Three months ended August 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
2,976,996
|
|
|
359,464
|
|
|
(3,923
|
)
|
|
3,332,537
|
|
||||
External revenue
|
2,976,901
|
|
|
355,636
|
|
|
—
|
|
|
3,332,537
|
|
||||
Operating income
|
71,032
|
|
|
10,129
|
|
|
118
|
|
|
81,279
|
|
||||
Nine months ended August 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
9,099,969
|
|
|
$
|
1,087,332
|
|
|
$
|
(12,366
|
)
|
|
$
|
10,174,935
|
|
External revenue
|
9,099,762
|
|
|
1,075,173
|
|
|
—
|
|
|
10,174,935
|
|
||||
Operating income
|
222,896
|
|
|
25,855
|
|
|
203
|
|
|
248,954
|
|
||||
Nine months ended August 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
8,756,841
|
|
|
1,043,031
|
|
|
(11,092
|
)
|
|
9,788,780
|
|
||||
External revenue
|
8,756,532
|
|
|
1,032,248
|
|
|
—
|
|
|
9,788,780
|
|
||||
Operating income
|
222,512
|
|
|
26,719
|
|
|
356
|
|
|
249,587
|
|
||||
Total assets as of August 31, 2016
|
$
|
4,447,560
|
|
|
$
|
1,618,191
|
|
|
$
|
(1,243,815
|
)
|
|
$
|
4,821,936
|
|
Total assets as of November 30, 2015
|
4,149,080
|
|
|
1,057,880
|
|
|
(762,813
|
)
|
|
4,444,147
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
2,726,126
|
|
|
$
|
2,528,698
|
|
|
$
|
7,456,117
|
|
|
$
|
7,225,891
|
|
Canada
|
369,439
|
|
|
345,887
|
|
|
1,101,464
|
|
|
1,044,607
|
|
||||
Others
|
574,249
|
|
|
457,952
|
|
|
1,617,354
|
|
|
1,518,282
|
|
||||
Total
|
$
|
3,669,814
|
|
|
$
|
3,332,537
|
|
|
$
|
10,174,935
|
|
|
$
|
9,788,780
|
|
|
As of
|
||||||
|
August 31, 2016
|
|
November 30, 2015
|
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
130,651
|
|
|
$
|
118,766
|
|
India
|
41,542
|
|
|
23,056
|
|
||
Philippines
|
38,122
|
|
|
28,503
|
|
||
Others
|
104,924
|
|
|
78,302
|
|
||
Total
|
$
|
315,239
|
|
|
$
|
248,627
|
|
|
As of August 31, 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
374
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.
|
|
|
Nine Months Ended August 31, 2016
|
|
Nine Months Ended August 31, 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
|
|
4,243
|
|
|
—
|
|
|
4,243
|
|
|
3,172
|
|
|
—
|
|
|
3,172
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
1,771
|
|
|
—
|
|
|
1,771
|
|
|
1,463
|
|
|
—
|
|
|
1,463
|
|
||||||
Tax benefit from employee stock plans
|
|
5,262
|
|
|
—
|
|
|
5,262
|
|
|
4,893
|
|
|
—
|
|
|
4,893
|
|
||||||
Taxes paid for the settlement of equity awards
|
|
(3,427
|
)
|
|
—
|
|
|
(3,427
|
)
|
|
(5,185
|
)
|
|
—
|
|
|
(5,185
|
)
|
||||||
Share-based compensation
|
|
10,615
|
|
|
—
|
|
|
10,615
|
|
|
10,630
|
|
|
—
|
|
|
10,630
|
|
||||||
Changes in ownership of noncontrolling interest
|
|
(628
|
)
|
|
(578
|
)
|
|
(1,206
|
)
|
|
(28
|
)
|
|
12
|
|
|
(16
|
)
|
||||||
Repurchases of common stock
|
|
(6,917
|
)
|
|
—
|
|
|
(6,917
|
)
|
|
(8,736
|
)
|
|
—
|
|
|
(8,736
|
)
|
||||||
Dividends declared
|
|
(23,809
|
)
|
|
—
|
|
|
(23,809
|
)
|
|
(14,755
|
)
|
|
—
|
|
|
(14,755
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
149,628
|
|
|
67
|
|
|
149,695
|
|
|
146,368
|
|
|
15
|
|
|
146,383
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
(575
|
)
|
|
(3
|
)
|
|
(578
|
)
|
|
155
|
|
|
—
|
|
|
155
|
|
||||||
Change in unrealized losses in defined benefit plans, net of taxes
|
|
(455
|
)
|
|
—
|
|
|
(455
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized losses on cash flow hedges, net of taxes
|
|
(4,961
|
)
|
|
—
|
|
|
(4,961
|
)
|
|
(1,797
|
)
|
|
—
|
|
|
(1,797
|
)
|
||||||
Foreign currency translation adjustments, net of taxes
|
|
(3,383
|
)
|
|
36
|
|
|
(3,347
|
)
|
|
(40,406
|
)
|
|
(1
|
)
|
|
(40,407
|
)
|
||||||
Total other comprehensive income (loss)
|
|
(9,374
|
)
|
|
33
|
|
|
(9,341
|
)
|
|
(42,048
|
)
|
|
(1
|
)
|
|
(42,049
|
)
|
||||||
Total comprehensive income
|
|
140,254
|
|
|
100
|
|
|
140,354
|
|
|
104,320
|
|
|
14
|
|
|
104,334
|
|
||||||
Ending balance:
|
|
$
|
1,926,745
|
|
|
$
|
38
|
|
|
$
|
1,926,783
|
|
|
$
|
1,749,332
|
|
|
$
|
453
|
|
|
$
|
1,749,785
|
|
Fiscal Years Ending November 30,
|
|
||
2016 (remaining three months)
|
$
|
21,678
|
|
2017
|
81,173
|
|
|
2018
|
71,398
|
|
|
2019
|
60,071
|
|
|
2020
|
48,121
|
|
|
Thereafter
|
85,501
|
|
|
Total minimum lease payments
|
$
|
367,942
|
|
Statements of Operations Data:
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||
Products revenue
|
89.03
|
%
|
|
89.33
|
%
|
|
89.43
|
%
|
|
89.45
|
%
|
Services revenue
|
10.97
|
|
|
10.67
|
|
|
10.57
|
|
|
10.55
|
|
Total revenue
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
Cost of products revenue
|
(84.38
|
)
|
|
(84.51
|
)
|
|
(84.61
|
)
|
|
(84.43
|
)
|
Cost of services revenue
|
(6.74
|
)
|
|
(6.76
|
)
|
|
(6.50
|
)
|
|
(6.59
|
)
|
Gross profit
|
8.88
|
|
|
8.73
|
|
|
8.89
|
|
|
8.98
|
|
Selling, general and administrative expenses
|
(6.21
|
)
|
|
(6.29
|
)
|
|
(6.44
|
)
|
|
(6.43
|
)
|
Operating income
|
2.67
|
|
|
2.44
|
|
|
2.45
|
|
|
2.55
|
|
Interest expense and finance charges, net
|
(0.20
|
)
|
|
(0.21
|
)
|
|
(0.21
|
)
|
|
(0.19
|
)
|
Other income (expense), net
|
(0.01
|
)
|
|
—
|
|
|
0.05
|
|
|
(0.02
|
)
|
Income before income taxes
|
2.46
|
|
|
2.23
|
|
|
2.29
|
|
|
2.34
|
|
Provision for income taxes
|
(0.86
|
)
|
|
(0.78
|
)
|
|
(0.82
|
)
|
|
(0.84
|
)
|
Net income
|
1.60
|
|
|
1.45
|
|
|
1.47
|
|
|
1.50
|
|
Net loss (income) attributable to noncontrolling interest
|
0.00
|
|
|
0.00
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
Net income attributable to SYNNEX Corporation
|
1.60
|
%
|
|
1.45
|
%
|
|
1.47
|
%
|
|
1.50
|
%
|
•
|
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 facilitating period-to-period comparisons of the Company's business performance. Revenue in constant currency is calculated by translating the revenue for the three and
nine
months ended
August 31, 2016
, in local currency using the comparable prior periods' currency conversion rates. This approach is used for countries where the functional currency is the local currency. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates or adjusting for currency will be higher or lower than growth reported at actual exchange rates.
|
•
|
Non-GAAP operating income, which is operating income as adjusted to exclude acquisition and integration expenses, restructuring costs and amortization of intangible assets.
|
•
|
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.
|
•
|
Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax effected impact of (i) acquisition and integration expenses, (ii) restructuring costs, and (iii) amortization of intangible assets.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Revenue
|
$
|
3,669,814
|
|
|
$
|
3,332,537
|
|
|
$
|
10,174,935
|
|
|
$
|
9,788,780
|
|
Foreign currency translation
|
(16,395
|
)
|
|
—
|
|
|
59,103
|
|
|
—
|
|
||||
Revenue in constant currency
|
$
|
3,653,419
|
|
|
$
|
3,332,537
|
|
|
$
|
10,234,038
|
|
|
$
|
9,788,780
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
98,022
|
|
|
$
|
81,279
|
|
|
$
|
248,954
|
|
|
$
|
249,587
|
|
Acquisition and integration expenses
|
2,358
|
|
|
2,039
|
|
|
3,928
|
|
|
8,071
|
|
||||
Restructuring costs
|
258
|
|
|
—
|
|
|
4,255
|
|
|
—
|
|
||||
Amortization of intangibles
|
13,011
|
|
|
13,716
|
|
|
36,509
|
|
|
41,771
|
|
||||
Non-GAAP operating income
|
$
|
113,649
|
|
|
$
|
97,034
|
|
|
$
|
293,646
|
|
|
$
|
299,429
|
|
Depreciation
|
15,375
|
|
|
13,025
|
|
|
46,549
|
|
|
35,305
|
|
||||
Adjusted EBITDA
|
$
|
129,024
|
|
|
$
|
110,059
|
|
|
$
|
340,195
|
|
|
$
|
334,734
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin
|
2.67
|
%
|
|
2.44
|
%
|
|
2.45
|
%
|
|
2.55
|
%
|
||||
Non-GAAP operating margin
|
3.10
|
%
|
|
2.91
|
%
|
|
2.89
|
%
|
|
3.06
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted EPS
|
$
|
1.47
|
|
|
$
|
1.21
|
|
|
$
|
3.75
|
|
|
$
|
3.68
|
|
Acquisition and integration expenses
|
0.06
|
|
|
0.05
|
|
|
0.10
|
|
|
0.20
|
|
||||
Restructuring costs
|
0.01
|
|
|
—
|
|
|
0.11
|
|
|
—
|
|
||||
Amortization of intangibles
|
0.33
|
|
|
0.34
|
|
|
0.91
|
|
|
1.05
|
|
||||
Income taxes related to the above
(1)
|
(0.14
|
)
|
|
(0.14
|
)
|
|
(0.40
|
)
|
|
(0.46
|
)
|
||||
Non-GAAP diluted EPS
(2)
|
$
|
1.73
|
|
|
$
|
1.47
|
|
|
$
|
4.47
|
|
|
$
|
4.48
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenue
|
$
|
3,669,814
|
|
|
$
|
3,332,537
|
|
|
10.1
|
%
|
|
$
|
10,174,935
|
|
|
$
|
9,788,780
|
|
|
3.9
|
%
|
Technology Solutions
|
3,267,354
|
|
|
2,976,996
|
|
|
9.8
|
%
|
|
9,099,969
|
|
|
8,756,841
|
|
|
3.9
|
%
|
||||
Concentrix
|
406,715
|
|
|
359,464
|
|
|
13.1
|
%
|
|
1,087,332
|
|
|
1,043,031
|
|
|
4.2
|
%
|
||||
Inter-segment elimination
|
(4,255
|
)
|
|
(3,923
|
)
|
|
|
|
|
(12,366
|
)
|
|
(11,092
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Gross profit
|
$
|
325,957
|
|
|
$
|
290,778
|
|
|
12.1
|
%
|
|
$
|
904,179
|
|
|
$
|
879,055
|
|
|
2.9
|
%
|
Gross margin
|
8.88
|
%
|
|
8.73
|
%
|
|
|
|
8.89
|
%
|
|
8.98
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
(in thousands)
|
|
||||||||||||||||
Selling, general and administrative expenses
|
$
|
227,935
|
|
|
$
|
209,499
|
|
|
8.8
|
%
|
|
$
|
655,225
|
|
|
$
|
629,468
|
|
|
4.1
|
%
|
Percentage of revenue
|
6.21
|
%
|
|
6.29
|
%
|
|
|
|
6.44
|
%
|
|
6.43
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent
Change
|
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent
Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Operating income
|
$
|
98,022
|
|
|
$
|
81,279
|
|
|
20.6
|
%
|
|
$
|
248,954
|
|
|
$
|
249,587
|
|
|
(0.3
|
)%
|
Operating margin
|
2.67
|
%
|
|
2.44
|
%
|
|
|
|
2.45
|
%
|
|
2.55
|
%
|
|
|
||||||
Technology Solutions operating income
|
79,410
|
|
|
71,032
|
|
|
11.8
|
%
|
|
222,896
|
|
|
222,512
|
|
|
0.2
|
%
|
||||
Technology Solutions operating margin
|
2.43
|
%
|
|
2.39
|
%
|
|
|
|
2.45
|
%
|
|
2.54
|
%
|
|
|
||||||
Concentrix operating income
|
18,564
|
|
|
10,129
|
|
|
83.3
|
%
|
|
25,855
|
|
|
26,719
|
|
|
(3.2
|
)%
|
||||
Concentrix operating margin
|
4.56
|
%
|
|
2.82
|
%
|
|
|
|
2.38
|
%
|
|
2.56
|
%
|
|
|
||||||
Inter-segment eliminations
|
48
|
|
|
118
|
|
|
|
|
|
203
|
|
|
356
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent
Change
|
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent
Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest expense and finance charges, net
|
$
|
7,517
|
|
|
$
|
6,794
|
|
|
10.6
|
%
|
|
$
|
20,245
|
|
|
$
|
19,050
|
|
|
6.3
|
%
|
Percentage of revenue
|
0.20
|
%
|
|
0.21
|
%
|
|
|
|
0.21
|
%
|
|
0.19
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
|
August 31, 2016
|
|
August 31, 2015
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Other income (expense), net
|
$
|
(378
|
)
|
|
$
|
(150
|
)
|
|
(152.0
|
)%
|
|
$
|
4,605
|
|
|
$
|
(1,667
|
)
|
|
376.2
|
%
|
Percentage of revenue
|
(0.01
|
)%
|
|
(0.00
|
)%
|
|
|
|
0.05
|
%
|
|
(0.02
|
)%
|
|
|
|
As of August 31, 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
374
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.
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
|
Amendment Agreement dated August 26, 2016 between SYNNEX Infotec Corporation, SYNNEX Corporation, the financial institutions party thereto, and The Bank of Tokyo Mitsubishi UFJ, Ltd., as agent.
|
|
|
|
10.2#
|
|
Amendment to Offer Letter dated September 26, 2016, by and between SYNNEX Corporation and Kevin Murai (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016).
|
|
|
|
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
|
|
Amendment Agreement dated August 26, 2016 between SYNNEX Infotec Corporation, SYNNEX Corporation, the financial institutions party thereto, and The Bank of Tokyo Mitsubishi UFJ, Ltd., as agent.
|
|
|
|
10.2#
|
|
Amendment to Offer Letter dated September 26, 2016, by and between SYNNEX Corporation and Kevin Murai (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016).
|
|
|
|
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.
|
CLAUSE
|
PAGE
|
|
1
|
DEFINITINONS AND INTERPRETATION
|
1
|
2
|
SCOPE OF AMENDMENT
|
1
|
3
|
AMENDMENT
|
1
|
4
|
EFFECTIVENESS
|
2
|
5
|
CONSENT OF TFE GUARANTOR.
|
2
|
6
|
REPRESENTATIONS AND WARRANTIES
|
2
|
7
|
MISCELLANEOUS.
|
2
|
8
|
EFFECT OF AGREEMENT.
|
3
|
9
|
COSTS AND EXPENSES.
|
3
|
10
|
COUNTERPARTS
|
3
|
11
|
GOVERNING LAW
|
3
|
12
|
ENFORCEMENT
|
3
|
(1)
|
SYNNEX INFOTEC CORPORATION as borrower (the "
Company
");
|
(2)
|
SYNNEX CORPORATION, a Delaware corporation, as guarantor (the "
Guarantor
");
|
(3)
|
THE FINANCIAL INSTITUTIONS party hereto as lenders (the "
Lenders
"); and
|
(4)
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as agent of the other Finance Parties (the "
Agent
").
|
1.
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
Definitions
|
1.2
|
Construction
|
2.
|
SCOPE OF AMENDMENT
|
3.
|
AMENDMENT
|
(a)
|
amending paragraph (b) in Section 20.1 (Financial condition) by inserting the following new language at the end of the existing paragraph:
|
(b)
|
inserting a new paragraph (c) in Section 20.1 (Financial condition) as follows:
|
4.
|
EFFECTIVENESS
|
(a)
|
the Agent’s receipt of duly executed counterparts of this Amendment which, when taken together, bear the authorized signatures of the Company, the Guarantor, the Lenders and the Agent;
|
(b)
|
the Company shall have paid all fees and expenses required to be paid to Agent in accordance with Section 9 hereof incurred in connection with providing this Amendment; and
|
(c)
|
No Default or Event of Default has occurred and is continuing, or resulted from the consummation of the transactions contemplated by this Amendment.
|
5.
|
CONSENT OF THE GUARANTOR.
|
6.
|
REPRESENTATIONS AND WARRANTIES
|
7.
|
MISCELLANEOUS.
|
8.
|
EFFECT OF AGREEMENT.
|
(a)
|
The Facility Agreement, as specifically amended or otherwise modified by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
|
(b)
|
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Facility Agreement, nor constitute a waiver of any provision of the Facility Agreement or any other Finance Document.
|
9.
|
COSTS AND EXPENSES.
|
(a)
|
to the Agent (for the account of the Lenders) an amendment fee in the amount agreed in a Fee Letter; and
|
(b)
|
all costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 16.2 of the Facility Agreement.
|
10.
|
COUNTERPARTS
|
11.
|
GOVERNING LAW
|
12.
|
ENFORCEMENT
|
12.1
|
Jurisdiction
|
(a)
|
The Tokyo District Court shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Amendment (including a dispute regarding the existence, validity or termination of this Amendment) (a "
Dispute
").
|
(b)
|
The Parties agree that the Tokyo District Court is the most appropriate and convenient court to settle Disputes and accordingly no Party will argue to the contrary.
|
(c)
|
This Clause 12.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.
|
Address:
|
Tokyo East 21 Business Center 2F
6-3-1, Toyo Koto-ku, Tokyo 135-8559 Japan |
Fax No:
|
81-3-5665-8530
|
Attention:
|
Yoshitake Matsumoto
Representative Director |
By: /s/ Simon Y. Leung
Simon Y. Leung
Director
|
|
Address:
|
44201 Nobel Drive
Fremont, California 94538 United States of America |
Fax No:
|
1-510-668-3707
|
Attention:
|
Chief Financial Officer and General Counsel
|
By: /s/ Simon Y. Leung
Simon Y. Leung
Senior Vice President, General Counsel and Corporate Secretary
|
|
Address:
|
JP Tower,
7-2, Marunouchi 2-chome,
Chiyoda-ku, Tokyo 100-0005,
Japan
|
Fax No:
|
+81-3-5252-5941
|
Attention:
|
Financial Solutions Division, Administration Office
|
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
|