☒
|
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 March 28, 2017
|
||||
Common Stock, $0.001 par value
|
|
39,914,501
|
|
|
|
|
|
Page
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1A.
|
||
Item 6.
|
||
|
||
|
|
February 28,
2017 |
|
November 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
210,147
|
|
|
$
|
380,717
|
|
Restricted cash
|
3,300
|
|
|
6,265
|
|
||
Short-term investments
|
5,234
|
|
|
5,109
|
|
||
Accounts receivable, net
|
1,724,774
|
|
|
1,756,494
|
|
||
Receivable from related parties
|
168
|
|
|
102
|
|
||
Inventories
|
1,853,901
|
|
|
1,741,734
|
|
||
Other current assets
|
99,472
|
|
|
104,609
|
|
||
Total current assets
|
3,896,996
|
|
|
3,995,030
|
|
||
Property and equipment, net
|
315,316
|
|
|
312,716
|
|
||
Goodwill
|
488,941
|
|
|
486,239
|
|
||
Intangible assets, net
|
280,888
|
|
|
298,550
|
|
||
Deferred tax assets
|
59,042
|
|
|
58,564
|
|
||
Other assets
|
66,585
|
|
|
64,182
|
|
||
Total assets
|
$
|
5,107,768
|
|
|
$
|
5,215,281
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings, current
|
$
|
418,852
|
|
|
$
|
362,889
|
|
Accounts payable
|
1,486,263
|
|
|
1,683,155
|
|
||
Payable to related parties
|
15,879
|
|
|
30,679
|
|
||
Accrued compensation and benefits
|
128,289
|
|
|
165,585
|
|
||
Other accrued liabilities
|
245,838
|
|
|
217,127
|
|
||
Income taxes payable
|
20,878
|
|
|
17,097
|
|
||
Total current liabilities
|
2,315,999
|
|
|
2,476,532
|
|
||
Long-term borrowings
|
590,399
|
|
|
601,095
|
|
||
Other long-term liabilities
|
104,035
|
|
|
103,217
|
|
||
Deferred tax liabilities
|
59,116
|
|
|
58,639
|
|
||
Total liabilities
|
3,069,549
|
|
|
3,239,483
|
|
||
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, 40,884 and 40,816 shares issued as of February 28, 2017 and November 30, 2016, respectively
|
41
|
|
|
41
|
|
||
Additional paid-in capital
|
447,435
|
|
|
440,713
|
|
||
Treasury stock, 1,365 and 1,339 shares as of February 28, 2017 and November 30, 2016, respectively
|
(70,295
|
)
|
|
(67,262
|
)
|
||
Accumulated other comprehensive income (loss)
|
(86,217
|
)
|
|
(93,116
|
)
|
||
Retained earnings
|
1,747,255
|
|
|
1,695,400
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
2,038,219
|
|
|
1,975,776
|
|
||
Noncontrolling interest
|
—
|
|
|
22
|
|
||
Total equity
|
2,038,219
|
|
|
1,975,798
|
|
||
Total liabilities and equity
|
$
|
5,107,768
|
|
|
$
|
5,215,281
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Revenue:
|
|
|
|
||||
Products
|
$
|
3,046,621
|
|
|
$
|
2,784,837
|
|
Services
|
474,248
|
|
|
340,785
|
|
||
Total revenue
|
3,520,869
|
|
|
3,125,622
|
|
||
Cost of revenue:
|
|
|
|
||||
Products
|
(2,880,553
|
)
|
|
(2,631,130
|
)
|
||
Services
|
(298,533
|
)
|
|
(210,300
|
)
|
||
Gross profit
|
341,783
|
|
|
284,192
|
|
||
Selling, general and administrative expenses
|
(240,024
|
)
|
|
(208,566
|
)
|
||
Operating income
|
101,759
|
|
|
75,626
|
|
||
Interest expense and finance charges, net
|
(8,182
|
)
|
|
(6,216
|
)
|
||
Other income (expense), net
|
(323
|
)
|
|
4,034
|
|
||
Income before income taxes
|
93,254
|
|
|
73,444
|
|
||
Provision for income taxes
|
(31,465
|
)
|
|
(26,807
|
)
|
||
Net income
|
61,789
|
|
|
46,637
|
|
||
Net income attributable to noncontrolling interest
|
—
|
|
|
(75
|
)
|
||
Net income attributable to SYNNEX Corporation
|
$
|
61,789
|
|
|
$
|
46,562
|
|
Earnings attributable to SYNNEX Corporation per common share:
|
|
|
|
||||
Basic
|
$
|
1.55
|
|
|
$
|
1.17
|
|
Diluted
|
$
|
1.54
|
|
|
$
|
1.17
|
|
Weighted-average common shares outstanding:
|
|
|
|
||||
Basic
|
39,494
|
|
|
39,224
|
|
||
Diluted
|
39,705
|
|
|
39,462
|
|
||
Cash dividends declared per share
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Net income
|
$
|
61,789
|
|
|
$
|
46,637
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0 for both the three months ended February 28, 2017 and February 29, 2016
|
163
|
|
|
(378
|
)
|
||
Change in unrealized losses of defined benefit plans, net of taxes of $0 for both the three months ended February 28, 2017 and February 29, 2016
|
(69
|
)
|
|
(666
|
)
|
||
Unrealized gains (losses) on cash flow hedges, net of taxes of $(737) and $3,225 for the three months ended February 28, 2017 and February 29, 2016, respectively
|
1,180
|
|
|
(5,065
|
)
|
||
Foreign currency translation adjustments, net of taxes of $(122) and $238 for the three months ended February 28, 2017 and February 29, 2016, respectively
|
5,625
|
|
|
(11,318
|
)
|
||
Other comprehensive income (loss)
|
6,899
|
|
|
(17,427
|
)
|
||
Comprehensive income:
|
68,688
|
|
|
29,210
|
|
||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
(91
|
)
|
||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
68,688
|
|
|
$
|
29,119
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
61,789
|
|
|
$
|
46,637
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
35,947
|
|
|
26,178
|
|
||
Share-based compensation
|
4,289
|
|
|
3,467
|
|
||
Excess tax benefit from share-based compensation
|
(1,411
|
)
|
|
(2,742
|
)
|
||
Deferred income taxes
|
(1,652
|
)
|
|
(5,494
|
)
|
||
Unrealized foreign exchange gains
|
(1,697
|
)
|
|
(1,422
|
)
|
||
Others, net
|
2,361
|
|
|
860
|
|
||
Changes in assets and liabilities, net of acquisition of business:
|
|
|
|
||||
Accounts receivable, including from related parties
|
36,698
|
|
|
278,606
|
|
||
Inventories
|
(109,058
|
)
|
|
59,379
|
|
||
Accounts payable, including to related parties
|
(214,022
|
)
|
|
(239,963
|
)
|
||
Other assets and liabilities
|
1,126
|
|
|
(22,163
|
)
|
||
Net cash (used in) provided by operating activities
|
(185,630
|
)
|
|
143,343
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(2,886
|
)
|
|
(4,394
|
)
|
||
Proceeds from sale and maturity of investments
|
1,962
|
|
|
4,719
|
|
||
Purchases of property and equipment
|
(21,646
|
)
|
|
(35,859
|
)
|
||
Others, net
|
517
|
|
|
1,253
|
|
||
Net cash used in investing activities
|
(22,053
|
)
|
|
(34,281
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings
|
1,943,889
|
|
|
306,733
|
|
||
Repayments of borrowings
|
(1,900,275
|
)
|
|
(342,350
|
)
|
||
Dividends paid
|
(9,934
|
)
|
|
(7,967
|
)
|
||
Excess tax benefit from share-based compensation
|
1,411
|
|
|
2,742
|
|
||
Decrease in book overdrafts
|
(637
|
)
|
|
(4,240
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(4,943
|
)
|
||
Proceeds from issuance of common stock
|
937
|
|
|
1,662
|
|
||
Repurchases of common stock for tax withholdings on equity awards
|
(3,033
|
)
|
|
(2,620
|
)
|
||
Others, net
|
—
|
|
|
(137
|
)
|
||
Net cash provided by (used in) financing activities
|
32,358
|
|
|
(51,120
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
1,797
|
|
|
160
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(173,528
|
)
|
|
58,102
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
387,167
|
|
|
424,630
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
213,639
|
|
|
$
|
482,732
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Accrued costs for property and equipment purchases
|
$
|
1,221
|
|
|
$
|
5,270
|
|
|
Three Months Ended
|
||||||||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||||||||
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
||||||
Restricted stock awards
|
1
|
|
|
$
|
134
|
|
|
3
|
|
|
$
|
231
|
|
Restricted stock units
|
29
|
|
|
3,416
|
|
|
34
|
|
|
2,754
|
|
||
|
30
|
|
|
$
|
3,550
|
|
|
37
|
|
|
$
|
2,985
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Cost of revenue
|
$
|
3
|
|
|
$
|
114
|
|
Selling, general and administrative expenses
|
4,313
|
|
|
3,349
|
|
||
Total share-based compensation
|
4,316
|
|
|
3,463
|
|
||
Tax effect on share-based compensation
|
(1,456
|
)
|
|
(1,264
|
)
|
||
Net effect on net income
|
$
|
2,860
|
|
|
$
|
2,199
|
|
|
|
As of
|
||||||
|
|
February 28, 2017
|
|
November 30, 2016
|
||||
Cash and cash equivalents
|
|
$
|
210,147
|
|
|
$
|
380,717
|
|
Restricted cash
|
|
3,300
|
|
|
6,265
|
|
||
Restricted cash included in Other assets
|
|
192
|
|
|
185
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows
|
|
$
|
213,639
|
|
|
$
|
387,167
|
|
|
As of
|
||||||
|
February 28, 2017
|
|
November 30, 2016
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
1,777,334
|
|
|
$
|
1,820,049
|
|
Less: Allowance for doubtful accounts
|
(15,407
|
)
|
|
(13,564
|
)
|
||
Less: Allowance for sales returns
|
(37,153
|
)
|
|
(49,991
|
)
|
||
|
$
|
1,724,774
|
|
|
$
|
1,756,494
|
|
|
As of
|
||||||
|
February 28, 2017
|
|
November 30, 2016
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
23,671
|
|
|
$
|
23,629
|
|
Equipment, computers and software
|
265,984
|
|
|
255,400
|
|
||
Furniture and fixtures
|
53,264
|
|
|
51,767
|
|
||
Buildings, building improvements and leasehold improvements
|
224,234
|
|
|
219,780
|
|
||
Construction-in-progress
|
20,241
|
|
|
12,007
|
|
||
Total property and equipment, gross
|
587,394
|
|
|
562,583
|
|
||
Less: Accumulated depreciation
|
(272,078
|
)
|
|
(249,867
|
)
|
||
|
$
|
315,316
|
|
|
$
|
312,716
|
|
Goodwill:
|
|
|
|
|
|
||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||
Balance as of November 30, 2016
|
$
|
96,412
|
|
|
$
|
389,827
|
|
|
$
|
486,239
|
|
Adjustments from acquisition (See Note 3-Acquisition)
|
—
|
|
|
189
|
|
|
189
|
|
|||
Foreign exchange translation
|
577
|
|
|
1,936
|
|
|
2,513
|
|
|||
Balance as of February 28, 2017
|
$
|
96,989
|
|
|
$
|
391,952
|
|
|
$
|
488,941
|
|
|
As of February 28, 2017
|
|
As of November 30, 2016
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Intangible assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships and lists
|
$
|
447,758
|
|
|
$
|
(176,535
|
)
|
|
$
|
271,223
|
|
|
$
|
448,008
|
|
|
$
|
(160,033
|
)
|
|
$
|
287,975
|
|
Vendor lists
|
36,815
|
|
|
(35,177
|
)
|
|
1,638
|
|
|
36,815
|
|
|
(34,793
|
)
|
|
2,022
|
|
||||||
Technology
|
10,900
|
|
|
(3,647
|
)
|
|
7,253
|
|
|
10,900
|
|
|
(3,227
|
)
|
|
7,673
|
|
||||||
Other intangible assets
|
5,872
|
|
|
(5,098
|
)
|
|
774
|
|
|
5,827
|
|
|
(4,947
|
)
|
|
880
|
|
||||||
|
$
|
501,345
|
|
|
$
|
(220,457
|
)
|
|
$
|
280,888
|
|
|
$
|
501,550
|
|
|
$
|
(203,000
|
)
|
|
$
|
298,550
|
|
|
|
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
Unrecognized defined benefit plan costs, net of taxes
|
|
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
Foreign currency translation adjustment, net of taxes
|
|
Total
|
||||||||||
Balance as of November 30, 2016
|
|
$
|
713
|
|
|
$
|
(850
|
)
|
|
$
|
(4,458
|
)
|
|
$
|
(88,521
|
)
|
|
$
|
(93,116
|
)
|
Other comprehensive gain (loss)
|
|
163
|
|
|
(69
|
)
|
|
1,180
|
|
|
5,625
|
|
|
6,899
|
|
|||||
Balance as of February 28, 2017
|
|
$
|
876
|
|
|
$
|
(919
|
)
|
|
$
|
(3,278
|
)
|
|
$
|
(82,896
|
)
|
|
$
|
(86,217
|
)
|
|
As of
|
||||||||||||||||||||||
|
February 28, 2017
|
|
November 30, 2016
|
||||||||||||||||||||
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
|
Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity investments
|
$
|
5,234
|
|
|
$
|
—
|
|
|
$
|
5,234
|
|
|
$
|
5,109
|
|
|
$
|
—
|
|
|
$
|
5,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term investments in other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
947
|
|
|
$
|
1,132
|
|
|
$
|
2,079
|
|
|
$
|
928
|
|
|
$
|
955
|
|
|
$
|
1,883
|
|
Held-to-maturity investments
|
3,045
|
|
|
—
|
|
|
3,045
|
|
|
2,102
|
|
|
—
|
|
|
2,102
|
|
||||||
Cost-method investments
|
3,867
|
|
|
—
|
|
|
3,867
|
|
|
3,884
|
|
|
—
|
|
|
3,884
|
|
|
|
|
Fair Value as of
|
||||||
|
Balance Sheet Line Item
|
|
February 28, 2017
|
|
|
November 30, 2016
|
|
||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
|||||
Foreign exchange forward contracts
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
901
|
|
|
$
|
1,700
|
|
|
Other accrued liabilities
|
|
1,188
|
|
|
979
|
|
||
Derivative instruments designated as cash flow hedges
|
|
|
|
|
|||||
Interest rate swaps
|
|
|
|
|
|||||
|
Other accrued liabilities
|
|
$
|
257
|
|
|
$
|
706
|
|
|
Other long-term liabilities
|
|
5,075
|
|
|
6,542
|
|
|
As of February 28, 2017
|
|
As of November 30, 2016
|
||||||||||||||||||||||||||||
|
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
|
$
|
38,881
|
|
|
$
|
38,881
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,043
|
|
|
$
|
43,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale securities
|
2,079
|
|
|
2,079
|
|
|
—
|
|
|
—
|
|
|
1,883
|
|
|
1,883
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
901
|
|
|
—
|
|
|
901
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
1,188
|
|
|
$
|
—
|
|
|
$
|
1,188
|
|
|
$
|
—
|
|
|
$
|
979
|
|
|
$
|
—
|
|
|
$
|
979
|
|
|
$
|
—
|
|
Interest rate swaps
|
5,332
|
|
|
—
|
|
|
5,332
|
|
|
—
|
|
|
7,248
|
|
|
—
|
|
|
7,248
|
|
|
—
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Net sales financed
|
$
|
269,393
|
|
|
$
|
258,711
|
|
Flooring fees
(1)
|
1,702
|
|
|
1,647
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of
|
||||||
|
February 28, 2017
|
|
November 30, 2016
|
||||
SYNNEX AR arrangement (see Note 9 - Accounts Receivable Arrangements)
|
$
|
298,700
|
|
|
$
|
262,900
|
|
SYNNEX U.S. credit agreement
|
578,125
|
|
|
585,938
|
|
||
SYNNEX Canada term loan and revolver
|
3,941
|
|
|
4,064
|
|
||
SYNNEX Infotec credit facility
|
97,544
|
|
|
81,251
|
|
||
India credit facilities
|
10,217
|
|
|
12,000
|
|
||
Other borrowings and capital leases
|
23,462
|
|
|
20,813
|
|
||
Total borrowings
|
1,011,989
|
|
|
966,966
|
|
||
Less: unamortized debt discount and issuance costs
|
(2,738
|
)
|
|
(2,982
|
)
|
||
Total borrowings, net of unamortized debt discount and issuance costs
|
1,009,251
|
|
|
963,984
|
|
||
Less: Current portion
|
(418,852
|
)
|
|
(362,889
|
)
|
||
Noncurrent portion
|
$
|
590,399
|
|
|
$
|
601,095
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Basic earnings per common share:
|
|
|
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
61,789
|
|
|
$
|
46,562
|
|
Less: net income allocated to participating securities
(1)
|
(581
|
)
|
|
(502
|
)
|
||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
61,208
|
|
|
$
|
46,060
|
|
Weighted-average number of common shares - basic
|
39,494
|
|
|
39,224
|
|
||
Basic earnings attributable to SYNNEX Corporation per common share
|
$
|
1.55
|
|
|
$
|
1.17
|
|
|
|
|
|
||||
Diluted earnings per common share:
|
|
|
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
61,789
|
|
|
$
|
46,562
|
|
Less: net income allocated to participating securities
(1)
|
(578
|
)
|
|
(499
|
)
|
||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
61,211
|
|
|
$
|
46,063
|
|
Weighted-average number of common shares - basic
|
39,494
|
|
|
39,224
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options and restricted stock units
|
211
|
|
|
238
|
|
||
Weighted-average number of common shares - diluted
|
39,705
|
|
|
39,462
|
|
||
Diluted earnings attributable to SYNNEX Corporation per common share
|
$
|
1.54
|
|
|
$
|
1.17
|
|
|
|
|
|
||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
10
|
|
|
14
|
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Three months ended February 28, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,046,696
|
|
|
$
|
478,164
|
|
|
$
|
(3,991
|
)
|
|
$
|
3,520,869
|
|
External revenue
|
3,046,621
|
|
|
474,248
|
|
|
|
|
3,520,869
|
|
|||||
Operating income
|
80,421
|
|
|
21,316
|
|
|
22
|
|
|
101,759
|
|
||||
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
|
|
||||
Total assets as of February 28, 2017
|
$
|
4,685,918
|
|
|
$
|
1,531,159
|
|
|
$
|
(1,109,309
|
)
|
|
$
|
5,107,768
|
|
Total assets as of November 30, 2016
|
4,844,271
|
|
|
1,614,623
|
|
|
(1,243,613
|
)
|
|
5,215,281
|
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
Revenue:
|
|
|
|
||||
United States
|
$
|
2,499,373
|
|
|
$
|
2,246,348
|
|
Canada
|
387,366
|
|
|
360,322
|
|
||
Others
|
634,130
|
|
|
518,952
|
|
||
Total
|
$
|
3,520,869
|
|
|
$
|
3,125,622
|
|
|
As of
|
||||||
|
February 28, 2017
|
|
November 30, 2016
|
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
130,438
|
|
|
$
|
129,633
|
|
India
|
43,024
|
|
|
41,285
|
|
||
Philippines
|
34,131
|
|
|
36,219
|
|
||
Others
|
107,723
|
|
|
105,579
|
|
||
Total
|
$
|
315,316
|
|
|
$
|
312,716
|
|
|
As of February 28, 2017
|
|
MiTAC Holdings
(1)
|
5,449
|
|
Synnex Technology International Corp.
(2)
|
4,209
|
|
Total
|
9,658
|
|
(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
218
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 28, 2017
|
|
Three Months Ended February 29, 2016
|
||||||||||||||||||||
|
|
Attributable to
SYNNEX
Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
|
Attributable to SYNNEX Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
||||||||||||
Beginning balance:
|
|
$
|
1,975,776
|
|
|
$
|
22
|
|
|
$
|
1,975,798
|
|
|
$
|
1,799,381
|
|
|
$
|
516
|
|
|
$
|
1,799,897
|
|
Issuance of common stock on exercise of options
|
|
310
|
|
|
—
|
|
|
310
|
|
|
1,114
|
|
|
—
|
|
|
1,114
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
627
|
|
|
—
|
|
|
627
|
|
|
548
|
|
|
—
|
|
|
548
|
|
||||||
Tax benefit from employee stock plans
|
|
1,411
|
|
|
—
|
|
|
1,411
|
|
|
2,696
|
|
|
—
|
|
|
2,696
|
|
||||||
Taxes paid for the settlement of equity awards
|
|
(3,033
|
)
|
|
—
|
|
|
(3,033
|
)
|
|
(2,620
|
)
|
|
—
|
|
|
(2,620
|
)
|
||||||
Share-based compensation
|
|
4,289
|
|
|
—
|
|
|
4,289
|
|
|
3,467
|
|
|
—
|
|
|
3,467
|
|
||||||
Changes in ownership of noncontrolling interest
|
|
85
|
|
|
(22
|
)
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,943
|
)
|
|
—
|
|
|
(4,943
|
)
|
||||||
Dividends declared
|
|
(9,934
|
)
|
|
—
|
|
|
(9,934
|
)
|
|
(7,967
|
)
|
|
—
|
|
|
(7,967
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
61,789
|
|
|
—
|
|
|
61,789
|
|
|
46,562
|
|
|
75
|
|
|
46,637
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
163
|
|
|
—
|
|
|
163
|
|
|
(376
|
)
|
|
(2
|
)
|
|
(378
|
)
|
||||||
Change in unrealized losses in defined benefit plans, net of taxes
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
|
(666
|
)
|
|
—
|
|
|
(666
|
)
|
||||||
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
1,180
|
|
|
—
|
|
|
1,180
|
|
|
(5,065
|
)
|
|
—
|
|
|
(5,065
|
)
|
||||||
Foreign currency translation adjustments, net of taxes
|
|
5,625
|
|
|
—
|
|
|
5,625
|
|
|
(11,336
|
)
|
|
18
|
|
|
(11,318
|
)
|
||||||
Total other comprehensive income (loss)
|
|
6,899
|
|
|
—
|
|
|
6,899
|
|
|
(17,443
|
)
|
|
16
|
|
|
(17,427
|
)
|
||||||
Total comprehensive income
|
|
68,688
|
|
|
—
|
|
|
68,688
|
|
|
29,119
|
|
|
91
|
|
|
29,210
|
|
||||||
Ending balance:
|
|
$
|
2,038,219
|
|
|
$
|
—
|
|
|
$
|
2,038,219
|
|
|
$
|
1,820,795
|
|
|
$
|
607
|
|
|
$
|
1,821,402
|
|
Fiscal Years Ending November 30,
|
|
||
2017 (remaining nine months)
|
$
|
63,531
|
|
2018
|
74,278
|
|
|
2019
|
64,790
|
|
|
2020
|
52,545
|
|
|
2021
|
32,093
|
|
|
Thereafter
|
60,356
|
|
|
Total minimum lease payments
|
$
|
347,593
|
|
Statements of Operations Data:
|
Three Months Ended
|
||||
|
February 28, 2017
|
|
February 29, 2016
|
||
Products revenue
|
86.53
|
%
|
|
89.10
|
%
|
Services revenue
|
13.47
|
|
|
10.90
|
|
Total revenue
|
100.00
|
|
|
100.00
|
|
Cost of products revenue
|
(81.81
|
)
|
|
(84.18
|
)
|
Cost of services revenue
|
(8.48
|
)
|
|
(6.73
|
)
|
Gross profit
|
9.71
|
|
|
9.09
|
|
Selling, general and administrative expenses
|
(6.82
|
)
|
|
(6.67
|
)
|
Operating income
|
2.89
|
|
|
2.42
|
|
Interest expense and finance charges, net
|
(0.23
|
)
|
|
(0.20
|
)
|
Other income (expense), net
|
(0.01
|
)
|
|
0.13
|
|
Income before income taxes
|
2.65
|
|
|
2.35
|
|
Provision for income taxes
|
(0.90
|
)
|
|
(0.86
|
)
|
Net income
|
1.75
|
|
|
1.49
|
|
Net income attributable to noncontrolling interest
|
0.00
|
|
|
0.00
|
|
Net income attributable to SYNNEX Corporation
|
1.75
|
%
|
|
1.49
|
%
|
•
|
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 our business performance. Revenue in constant currency is calculated by translating the revenue for the three months ended
February 28, 2017
, in local currency, using their comparable prior period currency conversion rate. 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-related 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, plus depreciation.
|
•
|
Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax effected impact of (i) acquisition-related and integration expenses, (ii) restructuring costs, and (iii) amortization of intangible assets.
|
|
Three Months Ended
|
||||||
|
February 28, 2017
|
|
February 29, 2016
|
||||
|
(in thousands, except per share amounts)
|
||||||
Revenue
|
$
|
3,520,869
|
|
|
$
|
3,125,622
|
|
Foreign currency translation
|
(19,003
|
)
|
|
—
|
|
||
Revenue in constant currency
|
$
|
3,501,866
|
|
|
$
|
3,125,622
|
|
|
|
|
|
||||
Operating income
|
$
|
101,759
|
|
|
$
|
75,626
|
|
Acquisition-related and integration expenses
|
611
|
|
|
1,002
|
|
||
Amortization of intangibles
|
16,487
|
|
|
11,704
|
|
||
Non-GAAP operating income
|
$
|
118,857
|
|
|
$
|
88,332
|
|
Depreciation
|
19,460
|
|
|
14,474
|
|
||
Adjusted EBITDA
|
$
|
138,317
|
|
|
$
|
102,806
|
|
|
|
|
|
||||
Operating margin
|
2.89
|
%
|
|
2.42
|
%
|
||
Non-GAAP operating margin
|
3.38
|
%
|
|
2.83
|
%
|
||
|
|
|
|
||||
Technology Solutions
|
|
|
|
||||
Operating income
|
$
|
80,421
|
|
|
$
|
67,671
|
|
Amortization of intangibles
|
654
|
|
|
651
|
|
||
Non-GAAP operating income
|
$
|
81,075
|
|
|
$
|
68,322
|
|
Depreciation
|
3,476
|
|
|
3,313
|
|
||
Adjusted EBITDA
|
$
|
84,551
|
|
|
$
|
71,635
|
|
|
|
|
|
||||
Concentrix
|
|
|
|
||||
Operating income
|
$
|
21,316
|
|
|
$
|
7,861
|
|
Acquisition-related and integration expenses
|
611
|
|
|
1,002
|
|
||
Amortization of intangibles
|
15,833
|
|
|
11,053
|
|
||
Non-GAAP operating income
|
$
|
37,760
|
|
|
$
|
19,916
|
|
Depreciation
|
16,007
|
|
|
11,255
|
|
||
Adjusted EBITDA
|
$
|
53,767
|
|
|
$
|
31,171
|
|
|
|
|
|
||||
Diluted EPS
|
$
|
1.54
|
|
|
$
|
1.17
|
|
Acquisition-related and integration expenses
|
0.02
|
|
|
0.03
|
|
||
Amortization of intangibles
|
0.41
|
|
|
0.30
|
|
||
Income taxes related to the above
(1)
|
(0.14
|
)
|
|
(0.13
|
)
|
||
Non-GAAP diluted EPS
(2)
|
$
|
1.82
|
|
|
$
|
1.37
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Revenue
|
$
|
3,520,869
|
|
|
$
|
3,125,622
|
|
|
12.6
|
%
|
Technology Solutions revenue
|
3,046,696
|
|
|
2,784,907
|
|
|
9.4
|
%
|
||
Concentrix revenue
|
478,164
|
|
|
344,692
|
|
|
38.7
|
%
|
||
Inter-segment elimination
|
(3,991
|
)
|
|
(3,977
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Gross profit
|
$
|
341,783
|
|
|
$
|
284,192
|
|
|
20.3
|
%
|
Gross margin
|
9.71
|
%
|
|
9.09
|
%
|
|
|
|||
Technology Solutions gross profit
|
166,143
|
|
|
153,777
|
|
|
8.0
|
%
|
||
Technology Solutions gross margin
|
5.45
|
%
|
|
5.52
|
%
|
|
|
|||
Concentrix gross profit
|
177,686
|
|
|
132,183
|
|
|
34.4
|
%
|
||
Concentrix gross margin
|
37.16
|
%
|
|
38.35
|
%
|
|
|
|||
Inter-segment elimination
|
(2,046
|
)
|
|
(1,768
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
||||||||
Selling, general and administrative expenses
|
$
|
240,024
|
|
|
$
|
208,566
|
|
|
15.1
|
%
|
Percentage of revenue
|
6.82
|
%
|
|
6.67
|
%
|
|
|
|||
Technology Solutions selling, general and administrative expenses
|
85,722
|
|
|
86,106
|
|
|
(0.4
|
)%
|
||
Technology Solutions percentage of revenue
|
2.81
|
%
|
|
3.09
|
%
|
|
|
|||
Concentrix selling, general and administrative expenses
|
156,369
|
|
|
124,322
|
|
|
25.8
|
%
|
||
Concentrix percentage of revenue
|
32.70
|
%
|
|
36.07
|
%
|
|
|
|||
Inter-segment elimination
|
(2,067
|
)
|
|
(1,862
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Operating income
|
$
|
101,759
|
|
|
$
|
75,626
|
|
|
34.6
|
%
|
Operating margin
|
2.89
|
%
|
|
2.42
|
%
|
|
|
|||
Technology Solutions operating income
|
80,421
|
|
|
67,671
|
|
|
18.8
|
%
|
||
Technology Solutions operating margin
|
2.64
|
%
|
|
2.43
|
%
|
|
|
|||
Concentrix operating income
|
21,316
|
|
|
7,861
|
|
|
171.2
|
%
|
||
Concentrix operating margin
|
4.46
|
%
|
|
2.28
|
%
|
|
|
|||
Inter-segment eliminations
|
22
|
|
|
94
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Interest expense and finance charges, net
|
$
|
8,182
|
|
|
$
|
6,216
|
|
|
31.6
|
%
|
Percentage of revenue
|
0.23
|
%
|
|
0.20
|
%
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
Percent Change
|
|||||
|
(in thousands)
|
|
|
|||||||
Other income (expense), net
|
$
|
(323
|
)
|
|
$
|
4,034
|
|
|
(108.0
|
)%
|
Percentage of revenue
|
(0.01
|
)%
|
|
0.13
|
%
|
|
|
|
|
|
Three Months Ended
|
||||
|
|
|
February 28, 2017
|
|
February 29, 2016
|
||
|
|
|
(in thousands, except per share amounts)
|
||||
Days sales outstanding
|
|
|
|
|
|
||
Revenue (products and services)
|
|
(a)
|
3,520,869
|
|
|
3,125,622
|
|
Accounts receivable, including receivable from related parties
|
|
(b)
|
1,724,942
|
|
|
1,485,155
|
|
Days sales outstanding
|
|
(b)/((a)/the number of days during the period)
|
44
|
|
|
43
|
|
|
|
|
|
|
|
||
Days inventory outstanding
|
|
|
|
|
|
|
|
Cost of revenue (products and services)
|
|
(c)
|
3,179,086
|
|
|
2,841,430
|
|
Inventories
|
|
(d)
|
1,853,901
|
|
|
1,273,467
|
|
Days inventory outstanding
|
|
(d)/((c)/the number of days during the period)
|
52
|
|
|
41
|
|
|
|
|
|
|
|
||
Days payable outstanding
|
|
|
|
|
|
||
Cost of revenue (products and services)
|
|
(c)
|
3,179,086
|
|
|
2,841,430
|
|
Accounts payable, including payable to related parties
|
|
(e)
|
1,502,142
|
|
|
1,205,595
|
|
Days payable outstanding
|
|
(e)/((c)/the number of days during the period)
|
43
|
|
|
39
|
|
|
|
|
|
|
|
||
Cash conversion cycle
|
|
|
53
|
|
|
45
|
|
|
As of February 28, 2017
|
|
|
(in thousands)
|
|
MiTAC Holdings
(1)
|
5,449
|
|
Synnex Technology International Corp.
(2)
|
4,209
|
|
Total
|
9,658
|
|
(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
218
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 No. 4 to SYNNEX Corporation 2013 Stock Incentive Plan.
|
|
|
|
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 No. 4 to SYNNEX Corporation 2013 Stock Incentive Plan.
|
|
|
|
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.
|
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
|