☒
|
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
☐
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
☐
|
Emerging growth company
☐
|
Class
|
|
Outstanding as of June 28, 2017
|
||||
Common Stock, $0.001 par value
|
|
39,939,711
|
|
|
|
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Page
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Item 1.
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||
|
||
|
||
|
||
|
||
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Item 2.
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Item 3.
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Item 4.
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||
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Item 1A.
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||
Item 6.
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||
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||
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May 31,
2017 |
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November 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
305,566
|
|
|
$
|
380,717
|
|
Restricted cash
|
4,127
|
|
|
6,265
|
|
||
Short-term investments
|
5,287
|
|
|
5,109
|
|
||
Accounts receivable, net
|
1,787,381
|
|
|
1,756,494
|
|
||
Receivable from related parties
|
56
|
|
|
102
|
|
||
Inventories
|
2,112,590
|
|
|
1,741,734
|
|
||
Other current assets
|
110,502
|
|
|
104,609
|
|
||
Total current assets
|
4,325,509
|
|
|
3,995,030
|
|
||
Property and equipment, net
|
320,950
|
|
|
312,716
|
|
||
Goodwill
|
485,627
|
|
|
486,239
|
|
||
Intangible assets, net
|
266,532
|
|
|
298,550
|
|
||
Deferred tax assets
|
60,394
|
|
|
58,564
|
|
||
Other assets
|
69,910
|
|
|
64,182
|
|
||
Total assets
|
$
|
5,528,922
|
|
|
$
|
5,215,281
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings, current
|
$
|
510,717
|
|
|
$
|
362,889
|
|
Accounts payable
|
1,686,977
|
|
|
1,683,155
|
|
||
Payable to related parties
|
19,431
|
|
|
30,679
|
|
||
Accrued compensation and benefits
|
152,486
|
|
|
165,585
|
|
||
Other accrued liabilities
|
278,836
|
|
|
217,127
|
|
||
Income taxes payable
|
16,796
|
|
|
17,097
|
|
||
Total current liabilities
|
2,665,243
|
|
|
2,476,532
|
|
||
Long-term borrowings
|
579,032
|
|
|
601,095
|
|
||
Other long-term liabilities
|
109,321
|
|
|
103,217
|
|
||
Deferred tax liabilities
|
59,116
|
|
|
58,639
|
|
||
Total liabilities
|
3,412,712
|
|
|
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, 40,914 and 40,816 shares issued as of May 31, 2017 and November 30, 2016, respectively
|
41
|
|
|
41
|
|
||
Additional paid-in capital
|
452,812
|
|
|
440,713
|
|
||
Treasury stock, 1,370 and 1,339 shares as of May 31, 2017 and November 30, 2016, respectively
|
(70,873
|
)
|
|
(67,262
|
)
|
||
Accumulated other comprehensive income (loss)
|
(76,210
|
)
|
|
(93,116
|
)
|
||
Retained earnings
|
1,810,440
|
|
|
1,695,400
|
|
||
Total SYNNEX Corporation stockholders’ equity
|
2,116,210
|
|
|
1,975,776
|
|
||
Noncontrolling interest
|
—
|
|
|
22
|
|
||
Total equity
|
2,116,210
|
|
|
1,975,798
|
|
||
Total liabilities and equity
|
$
|
5,528,922
|
|
|
$
|
5,215,281
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
3,458,243
|
|
|
$
|
3,047,638
|
|
|
$
|
6,504,864
|
|
|
$
|
5,832,475
|
|
Services
|
478,025
|
|
|
331,861
|
|
|
952,273
|
|
|
672,646
|
|
||||
Total revenue
|
3,936,268
|
|
|
3,379,499
|
|
|
7,457,137
|
|
|
6,505,121
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Products
|
(3,265,630
|
)
|
|
(2,880,859
|
)
|
|
(6,146,183
|
)
|
|
(5,511,989
|
)
|
||||
Services
|
(298,393
|
)
|
|
(204,610
|
)
|
|
(596,926
|
)
|
|
(414,910
|
)
|
||||
Gross profit
|
372,245
|
|
|
294,030
|
|
|
714,028
|
|
|
578,222
|
|
||||
Selling, general and administrative expenses
|
(247,115
|
)
|
|
(218,724
|
)
|
|
(487,139
|
)
|
|
(427,290
|
)
|
||||
Operating income
|
125,130
|
|
|
75,306
|
|
|
226,889
|
|
|
150,932
|
|
||||
Interest expense and finance charges, net
|
(8,962
|
)
|
|
(6,512
|
)
|
|
(17,144
|
)
|
|
(12,728
|
)
|
||||
Other income (expense), net
|
(206
|
)
|
|
949
|
|
|
(529
|
)
|
|
4,983
|
|
||||
Income before income taxes
|
115,962
|
|
|
69,743
|
|
|
209,216
|
|
|
143,187
|
|
||||
Provision for income taxes
|
(42,814
|
)
|
|
(25,386
|
)
|
|
(74,279
|
)
|
|
(52,193
|
)
|
||||
Net income
|
73,148
|
|
|
44,357
|
|
|
134,937
|
|
|
90,994
|
|
||||
Net loss (income) attributable to noncontrolling interest
|
—
|
|
|
5
|
|
|
—
|
|
|
(70
|
)
|
||||
Net income attributable to SYNNEX Corporation
|
$
|
73,148
|
|
|
$
|
44,362
|
|
|
$
|
134,937
|
|
|
$
|
90,924
|
|
Earnings attributable to SYNNEX Corporation per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.83
|
|
|
$
|
1.12
|
|
|
$
|
3.38
|
|
|
$
|
2.29
|
|
Diluted
|
$
|
1.83
|
|
|
$
|
1.11
|
|
|
$
|
3.37
|
|
|
$
|
2.28
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
39,533
|
|
|
39,283
|
|
|
39,513
|
|
|
39,254
|
|
||||
Diluted
|
39,711
|
|
|
39,477
|
|
|
39,708
|
|
|
39,470
|
|
||||
Cash dividends declared per share
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.50
|
|
|
$
|
0.40
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Net income
|
$
|
73,148
|
|
|
$
|
44,357
|
|
|
$
|
134,937
|
|
|
$
|
90,994
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0 for the three and six months ended May 31, 2017 and 2016
|
327
|
|
|
159
|
|
|
490
|
|
|
(219
|
)
|
||||
Change in unrealized gains (losses) of defined benefit plans, net of taxes of $0 for the three and six months ended May 31, 2017 and 2016
|
56
|
|
|
211
|
|
|
(13
|
)
|
|
(455
|
)
|
||||
Unrealized gains (losses) on cash flow hedges, net of taxes of $387 and $(350) for the three and six months ended May 31, 2017, respectively, and $(788) and $2,437 for the three and six months ended May 31, 2016, respectively
|
(622
|
)
|
|
1,239
|
|
|
558
|
|
|
(3,826
|
)
|
||||
Foreign currency translation adjustments, net of taxes of $61 and $(61) for the three and six months ended May 31, 2017, respectively, and $(1,637) and $(1,399) for the three and six months ended May 31, 2016, respectively
|
10,253
|
|
|
10,039
|
|
|
15,871
|
|
|
(1,279
|
)
|
||||
Other comprehensive income (loss)
|
10,014
|
|
|
11,648
|
|
|
16,906
|
|
|
(5,779
|
)
|
||||
Comprehensive income:
|
83,162
|
|
|
56,005
|
|
|
151,843
|
|
|
85,215
|
|
||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
||||
Comprehensive income attributable to SYNNEX Corporation
|
$
|
83,162
|
|
|
$
|
56,005
|
|
|
$
|
151,843
|
|
|
$
|
85,124
|
|
|
Six Months Ended
|
||||||
|
May 31, 2017
|
|
May 31, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
134,937
|
|
|
$
|
90,994
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
71,429
|
|
|
54,672
|
|
||
Share-based compensation
|
8,327
|
|
|
7,210
|
|
||
Excess tax benefit from share-based compensation
|
(1,827
|
)
|
|
(4,251
|
)
|
||
Deferred income taxes
|
(1,263
|
)
|
|
(5,482
|
)
|
||
Unrealized foreign exchange gains
|
(2,883
|
)
|
|
(4,150
|
)
|
||
Others, net
|
3,698
|
|
|
946
|
|
||
Changes in assets and liabilities, net of acquisition of business:
|
|
|
|
||||
Accounts receivable, including from related parties
|
(24,434
|
)
|
|
262,646
|
|
||
Inventories
|
(368,202
|
)
|
|
(39,027
|
)
|
||
Accounts payable, including to related parties
|
(8,769
|
)
|
|
(61,045
|
)
|
||
Other assets and liabilities
|
43,354
|
|
|
(18,565
|
)
|
||
Net cash (used in) provided by operating activities
|
(145,633
|
)
|
|
283,948
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(4,190
|
)
|
|
(33,058
|
)
|
||
Proceeds from sale and maturity of investments
|
1,962
|
|
|
31,277
|
|
||
Purchases of property and equipment
|
(45,300
|
)
|
|
(67,535
|
)
|
||
Refund of excess purchase consideration
|
6,500
|
|
|
561
|
|
||
Others, net
|
922
|
|
|
1,444
|
|
||
Net cash used in investing activities
|
(40,106
|
)
|
|
(67,311
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings
|
3,588,022
|
|
|
865,536
|
|
||
Repayments of borrowings
|
(3,465,215
|
)
|
|
(901,779
|
)
|
||
Dividends paid
|
(19,897
|
)
|
|
(15,887
|
)
|
||
Excess tax benefit from share-based compensation
|
1,827
|
|
|
4,251
|
|
||
Increase (decrease) in book overdrafts
|
(1,350
|
)
|
|
5,863
|
|
||
Repurchases of common stock
|
—
|
|
|
(6,917
|
)
|
||
Proceeds from issuance of common stock
|
1,860
|
|
|
4,183
|
|
||
Repurchases of common stock for tax withholdings on equity awards
|
(3,611
|
)
|
|
(2,843
|
)
|
||
Others, net
|
—
|
|
|
(137
|
)
|
||
Net cash provided by (used in) financing activities
|
101,636
|
|
|
(47,730
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
6,885
|
|
|
(2,524
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(77,218
|
)
|
|
166,383
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
387,167
|
|
|
424,630
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
309,949
|
|
|
$
|
591,013
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Accrued costs for property and equipment purchases
|
$
|
1,669
|
|
|
$
|
2,773
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||||||||||||||
|
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
|
21
|
|
|
$
|
2,250
|
|
|
11
|
|
|
$
|
1,004
|
|
|
22
|
|
|
$
|
2,384
|
|
|
14
|
|
|
$
|
1,235
|
|
Restricted stock units
|
5
|
|
|
521
|
|
|
—
|
|
|
9
|
|
|
34
|
|
|
3,937
|
|
|
34
|
|
|
2,763
|
|
||||
|
26
|
|
|
$
|
2,771
|
|
|
11
|
|
|
$
|
1,013
|
|
|
56
|
|
|
$
|
6,321
|
|
|
48
|
|
|
$
|
3,998
|
|
|
As of
|
||||||
|
May 31, 2017
|
|
November 30, 2016
|
||||
Cash and cash equivalents
|
$
|
305,566
|
|
|
$
|
380,717
|
|
Restricted cash
|
4,127
|
|
|
6,265
|
|
||
Restricted cash included in Other assets
|
256
|
|
|
185
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows
|
$
|
309,949
|
|
|
$
|
387,167
|
|
|
As of
|
||||||
|
May 31, 2017
|
|
November 30, 2016
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
1,842,996
|
|
|
$
|
1,820,049
|
|
Less: Allowance for doubtful accounts
|
(14,854
|
)
|
|
(13,564
|
)
|
||
Less: Allowance for sales returns
|
(40,761
|
)
|
|
(49,991
|
)
|
||
|
$
|
1,787,381
|
|
|
$
|
1,756,494
|
|
|
As of
|
||||||
|
May 31, 2017
|
|
November 30, 2016
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
23,613
|
|
|
$
|
23,629
|
|
Equipment, computers and software
|
278,723
|
|
|
255,400
|
|
||
Furniture and fixtures
|
55,672
|
|
|
51,767
|
|
||
Buildings, building improvements and leasehold improvements
|
237,991
|
|
|
219,780
|
|
||
Construction-in-progress
|
18,134
|
|
|
12,007
|
|
||
Total property and equipment, gross
|
614,133
|
|
|
562,583
|
|
||
Less: Accumulated depreciation
|
(293,183
|
)
|
|
(249,867
|
)
|
||
|
$
|
320,950
|
|
|
$
|
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)
|
—
|
|
|
(6,311
|
)
|
|
(6,311
|
)
|
|||
Foreign exchange translation
|
274
|
|
|
5,425
|
|
|
5,699
|
|
|||
Balance as of May 31, 2017
|
$
|
96,686
|
|
|
$
|
388,941
|
|
|
$
|
485,627
|
|
|
As of May 31, 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
|
$
|
451,676
|
|
|
$
|
(193,960
|
)
|
|
$
|
257,716
|
|
|
$
|
448,008
|
|
|
$
|
(160,033
|
)
|
|
$
|
287,975
|
|
Vendor lists
|
36,815
|
|
|
(35,562
|
)
|
|
1,253
|
|
|
36,815
|
|
|
(34,793
|
)
|
|
2,022
|
|
||||||
Technology
|
10,900
|
|
|
(4,067
|
)
|
|
6,833
|
|
|
10,900
|
|
|
(3,227
|
)
|
|
7,673
|
|
||||||
Other intangible assets
|
5,940
|
|
|
(5,210
|
)
|
|
730
|
|
|
5,827
|
|
|
(4,947
|
)
|
|
880
|
|
||||||
|
$
|
505,331
|
|
|
$
|
(238,799
|
)
|
|
$
|
266,532
|
|
|
$
|
501,550
|
|
|
$
|
(203,000
|
)
|
|
$
|
298,550
|
|
|
|
Unrealized gains 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)
|
|
490
|
|
|
(13
|
)
|
|
558
|
|
|
15,871
|
|
|
16,906
|
|
|||||
Balance as of May 31, 2017
|
|
$
|
1,203
|
|
|
$
|
(863
|
)
|
|
$
|
(3,900
|
)
|
|
$
|
(72,650
|
)
|
|
$
|
(76,210
|
)
|
|
As of
|
||||||||||||||||||||||
|
May 31, 2017
|
|
November 30, 2016
|
||||||||||||||||||||
|
Adjusted Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
|
Adjusted Cost Basis
|
|
Unrealized Gains
|
|
Carrying
Value |
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity investments
|
$
|
5,287
|
|
|
$
|
—
|
|
|
$
|
5,287
|
|
|
$
|
5,109
|
|
|
$
|
—
|
|
|
$
|
5,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term investments in other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
975
|
|
|
$
|
1,480
|
|
|
$
|
2,455
|
|
|
$
|
928
|
|
|
$
|
955
|
|
|
$
|
1,883
|
|
Held-to-maturity investments
|
3,951
|
|
|
—
|
|
|
3,951
|
|
|
2,102
|
|
|
—
|
|
|
2,102
|
|
||||||
Cost-method investments
|
3,851
|
|
|
—
|
|
|
3,851
|
|
|
3,884
|
|
|
—
|
|
|
3,884
|
|
|
|
|
Fair Value as of
|
||||||
|
Balance Sheet Line Item
|
|
May 31, 2017
|
|
|
November 30, 2016
|
|
||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
|||||
Foreign exchange forward contracts
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
774
|
|
|
$
|
1,700
|
|
|
Other accrued liabilities
|
|
1,168
|
|
|
979
|
|
||
Derivative instruments designated as cash flow hedges
|
|
|
|
|
|||||
Interest rate swaps
|
|
|
|
|
|||||
|
Other accrued liabilities
|
|
$
|
1,842
|
|
|
$
|
706
|
|
|
Other long-term liabilities
|
|
4,498
|
|
|
6,542
|
|
|
As of May 31, 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
|
$
|
96,500
|
|
|
$
|
96,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,043
|
|
|
$
|
43,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale securities
|
2,455
|
|
|
2,455
|
|
|
—
|
|
|
—
|
|
|
1,883
|
|
|
1,883
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
774
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
1,168
|
|
|
$
|
—
|
|
|
$
|
1,168
|
|
|
$
|
—
|
|
|
$
|
979
|
|
|
$
|
—
|
|
|
$
|
979
|
|
|
$
|
—
|
|
Interest rate swaps
|
6,340
|
|
|
—
|
|
|
6,340
|
|
|
—
|
|
|
7,248
|
|
|
—
|
|
|
7,248
|
|
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Net sales financed
|
$
|
287,027
|
|
|
$
|
301,246
|
|
|
$
|
556,420
|
|
|
$
|
559,957
|
|
Flooring fees
(1)
|
2,058
|
|
|
2,062
|
|
|
3,761
|
|
|
3,709
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of
|
||||||
|
May 31, 2017
|
|
November 30, 2016
|
||||
SYNNEX U.S. AR arrangement
|
$
|
394,900
|
|
|
$
|
262,900
|
|
SYNNEX Canada AR arrangement
|
11,111
|
|
|
—
|
|
||
SYNNEX U.S. credit agreement
|
570,313
|
|
|
585,938
|
|
||
SYNNEX Infotec credit facility
|
92,074
|
|
|
81,251
|
|
||
India credit facilities
|
—
|
|
|
12,000
|
|
||
Other borrowings
|
23,847
|
|
|
24,877
|
|
||
Total borrowings
|
1,092,245
|
|
|
966,966
|
|
||
Less: unamortized debt discount and issuance costs
|
(2,496
|
)
|
|
(2,982
|
)
|
||
Total borrowings, net of unamortized debt discount and issuance costs
|
1,089,749
|
|
|
963,984
|
|
||
Less: current portion
|
(510,717
|
)
|
|
(362,889
|
)
|
||
Noncurrent portion
|
$
|
579,032
|
|
|
$
|
601,095
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
73,148
|
|
|
$
|
44,362
|
|
|
$
|
134,937
|
|
|
$
|
90,924
|
|
Less: net income allocated to participating securities
(1)
|
(674
|
)
|
|
(468
|
)
|
|
(1,254
|
)
|
|
(969
|
)
|
||||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
72,474
|
|
|
$
|
43,894
|
|
|
$
|
133,683
|
|
|
$
|
89,955
|
|
Weighted-average number of common shares - basic
|
39,533
|
|
|
39,283
|
|
|
39,513
|
|
|
39,254
|
|
||||
Basic earnings attributable to SYNNEX Corporation per common share
|
$
|
1.83
|
|
|
$
|
1.12
|
|
|
$
|
3.38
|
|
|
$
|
2.29
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to SYNNEX Corporation
|
$
|
73,148
|
|
|
$
|
44,362
|
|
|
$
|
134,937
|
|
|
$
|
90,924
|
|
Less: net income allocated to participating securities
(1)
|
(672
|
)
|
|
(466
|
)
|
|
(1,250
|
)
|
|
(965
|
)
|
||||
Net income attributable to SYNNEX Corporation common stockholders
|
$
|
72,476
|
|
|
$
|
43,896
|
|
|
$
|
133,687
|
|
|
$
|
89,959
|
|
Weighted-average number of common shares - basic
|
39,533
|
|
|
39,283
|
|
|
39,513
|
|
|
39,254
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
178
|
|
|
194
|
|
|
195
|
|
|
216
|
|
||||
Weighted-average number of common shares - diluted
|
39,711
|
|
|
39,477
|
|
|
39,708
|
|
|
39,470
|
|
||||
Diluted earnings attributable to SYNNEX Corporation per common share
|
$
|
1.83
|
|
|
$
|
1.11
|
|
|
$
|
3.37
|
|
|
$
|
2.28
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
15
|
|
|
12
|
|
|
13
|
|
|
13
|
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Three months ended May 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,458,320
|
|
|
$
|
481,679
|
|
|
$
|
(3,731
|
)
|
|
$
|
3,936,268
|
|
External revenue
|
3,458,243
|
|
|
478,025
|
|
|
|
|
3,936,268
|
|
|||||
Operating income
|
101,705
|
|
|
23,425
|
|
|
—
|
|
|
125,130
|
|
||||
Three months ended May 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
3,047,708
|
|
|
335,925
|
|
|
(4,134
|
)
|
|
3,379,499
|
|
||||
External revenue
|
3,047,638
|
|
|
331,861
|
|
|
|
|
3,379,499
|
|
|||||
Operating income (loss)
|
75,815
|
|
|
(570
|
)
|
|
61
|
|
|
75,306
|
|
||||
Six months ended May 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
6,505,016
|
|
|
$
|
959,843
|
|
|
$
|
(7,722
|
)
|
|
$
|
7,457,137
|
|
External revenue
|
6,504,864
|
|
|
952,273
|
|
|
|
|
7,457,137
|
|
|||||
Operating income
|
182,126
|
|
|
44,741
|
|
|
22
|
|
|
226,889
|
|
||||
Six months ended May 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
5,832,615
|
|
|
680,617
|
|
|
(8,111
|
)
|
|
6,505,121
|
|
||||
External revenue
|
5,832,475
|
|
|
672,646
|
|
|
|
|
6,505,121
|
|
|||||
Operating income
|
143,486
|
|
|
7,291
|
|
|
155
|
|
|
150,932
|
|
||||
Total assets as of May 31, 2017
|
$
|
5,083,705
|
|
|
$
|
1,534,651
|
|
|
$
|
(1,089,434
|
)
|
|
$
|
5,528,922
|
|
Total assets as of November 30, 2016
|
4,844,271
|
|
|
1,614,623
|
|
|
(1,243,613
|
)
|
|
5,215,281
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
2,875,986
|
|
|
$
|
2,483,643
|
|
|
$
|
5,375,359
|
|
|
$
|
4,729,991
|
|
Canada
|
389,561
|
|
|
371,703
|
|
|
776,927
|
|
|
732,025
|
|
||||
Others
|
670,721
|
|
|
524,153
|
|
|
1,304,851
|
|
|
1,043,105
|
|
||||
Total
|
$
|
3,936,268
|
|
|
$
|
3,379,499
|
|
|
$
|
7,457,137
|
|
|
$
|
6,505,121
|
|
|
As of
|
||||||
|
May 31, 2017
|
|
November 30, 2016
|
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
132,097
|
|
|
$
|
129,633
|
|
India
|
41,851
|
|
|
41,285
|
|
||
Philippines
|
33,718
|
|
|
36,219
|
|
||
Others
|
113,284
|
|
|
105,579
|
|
||
Total
|
$
|
320,950
|
|
|
$
|
312,716
|
|
|
As of May 31, 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
376
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.
|
|
|
Six Months Ended May 31, 2017
|
|
Six Months Ended May 31, 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
|
|
467
|
|
|
—
|
|
|
467
|
|
|
3,034
|
|
|
—
|
|
|
3,034
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
1,393
|
|
|
—
|
|
|
1,393
|
|
|
1,149
|
|
|
—
|
|
|
1,149
|
|
||||||
Tax benefit from employee stock plans
|
|
1,827
|
|
|
—
|
|
|
1,827
|
|
|
4,143
|
|
|
—
|
|
|
4,143
|
|
||||||
Taxes paid for the settlement of equity awards
|
|
(3,611
|
)
|
|
—
|
|
|
(3,611
|
)
|
|
(2,843
|
)
|
|
—
|
|
|
(2,843
|
)
|
||||||
Share-based compensation
|
|
8,327
|
|
|
—
|
|
|
8,327
|
|
|
7,210
|
|
|
—
|
|
|
7,210
|
|
||||||
Changes in ownership of noncontrolling interest
|
|
85
|
|
|
(22
|
)
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,917
|
)
|
|
—
|
|
|
(6,917
|
)
|
||||||
Dividends declared
|
|
(19,897
|
)
|
|
—
|
|
|
(19,897
|
)
|
|
(15,887
|
)
|
|
—
|
|
|
(15,887
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
134,937
|
|
|
—
|
|
|
134,937
|
|
|
90,924
|
|
|
70
|
|
|
90,994
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
490
|
|
|
—
|
|
|
490
|
|
|
(218
|
)
|
|
(1
|
)
|
|
(219
|
)
|
||||||
Change in unrealized gain (losses) in defined benefit plans, net of taxes
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
(455
|
)
|
|
—
|
|
|
(455
|
)
|
||||||
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
558
|
|
|
—
|
|
|
558
|
|
|
(3,826
|
)
|
|
—
|
|
|
(3,826
|
)
|
||||||
Foreign currency translation adjustments, net of taxes
|
|
15,871
|
|
|
—
|
|
|
15,871
|
|
|
(1,301
|
)
|
|
22
|
|
|
(1,279
|
)
|
||||||
Total other comprehensive income (loss)
|
|
16,906
|
|
|
—
|
|
|
16,906
|
|
|
(5,800
|
)
|
|
21
|
|
|
(5,779
|
)
|
||||||
Total comprehensive income
|
|
151,843
|
|
|
—
|
|
|
151,843
|
|
|
85,124
|
|
|
91
|
|
|
85,215
|
|
||||||
Ending balance:
|
|
$
|
2,116,210
|
|
|
$
|
—
|
|
|
$
|
2,116,210
|
|
|
$
|
1,874,394
|
|
|
$
|
607
|
|
|
$
|
1,875,001
|
|
Fiscal Years Ending November 30,
|
|
||
2017 (remaining six months)
|
$
|
43,277
|
|
2018
|
81,090
|
|
|
2019
|
70,695
|
|
|
2020
|
57,923
|
|
|
2021
|
37,534
|
|
|
Thereafter
|
73,002
|
|
|
Total minimum lease payments
|
$
|
363,521
|
|
Statements of Operations Data:
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||
Products revenue
|
87.86
|
%
|
|
90.18
|
%
|
|
87.23
|
%
|
|
89.66
|
%
|
Services revenue
|
12.14
|
|
|
9.82
|
|
|
12.77
|
|
|
10.34
|
|
Total revenue
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
Cost of products revenue
|
(82.96
|
)
|
|
(85.25
|
)
|
|
(82.42
|
)
|
|
(84.73
|
)
|
Cost of services revenue
|
(7.58
|
)
|
|
(6.05
|
)
|
|
(8.00
|
)
|
|
(6.38
|
)
|
Gross profit
|
9.46
|
|
|
8.70
|
|
|
9.58
|
|
|
8.89
|
|
Selling, general and administrative expenses
|
(6.28
|
)
|
|
(6.47
|
)
|
|
(6.54
|
)
|
|
(6.57
|
)
|
Operating income
|
3.18
|
|
|
2.23
|
|
|
3.04
|
|
|
2.32
|
|
Interest expense and finance charges, net
|
(0.22
|
)
|
|
(0.20
|
)
|
|
(0.22
|
)
|
|
(0.20
|
)
|
Other income (expense), net
|
(0.01
|
)
|
|
0.03
|
|
|
(0.01
|
)
|
|
0.08
|
|
Income before income taxes
|
2.95
|
|
|
2.06
|
|
|
2.81
|
|
|
2.20
|
|
Provision for income taxes
|
(1.09
|
)
|
|
(0.75
|
)
|
|
(1.00
|
)
|
|
(0.80
|
)
|
Net income
|
1.86
|
|
|
1.31
|
|
|
1.81
|
|
|
1.40
|
|
Net loss (income) attributable to noncontrolling interest
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
(0.00
|
)
|
Net income attributable to SYNNEX Corporation
|
1.86
|
%
|
|
1.31
|
%
|
|
1.81
|
%
|
|
1.40
|
%
|
•
|
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 and
six
months ended
May 31, 2017
, in local currency using their comparable prior period currency conversion rate. Generally, when the dollar either strengthens or weakens against other
|
•
|
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
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Consolidated
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,936,268
|
|
|
$
|
3,379,499
|
|
|
$
|
7,457,137
|
|
|
$
|
6,505,121
|
|
Foreign currency translation
|
19,169
|
|
|
—
|
|
|
166
|
|
|
—
|
|
||||
Revenue in constant currency
|
$
|
3,955,437
|
|
|
$
|
3,379,499
|
|
|
$
|
7,457,303
|
|
|
$
|
6,505,121
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
125,130
|
|
|
$
|
75,306
|
|
|
$
|
226,889
|
|
|
$
|
150,932
|
|
Acquisition-related and integration expenses
|
—
|
|
|
568
|
|
|
611
|
|
|
1,570
|
|
||||
Restructuring charges
|
—
|
|
|
3,997
|
|
|
—
|
|
|
3,997
|
|
||||
Amortization of intangibles
|
16,069
|
|
|
11,794
|
|
|
32,556
|
|
|
23,498
|
|
||||
Non-GAAP operating income
|
$
|
141,199
|
|
|
$
|
91,665
|
|
|
$
|
260,056
|
|
|
$
|
179,997
|
|
Depreciation
|
19,413
|
|
|
16,700
|
|
|
38,873
|
|
|
31,174
|
|
||||
Adjusted EBITDA
|
$
|
160,612
|
|
|
$
|
108,365
|
|
|
$
|
298,929
|
|
|
$
|
211,171
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin
|
3.18
|
%
|
|
2.23
|
%
|
|
3.04
|
%
|
|
2.32
|
%
|
||||
Non-GAAP operating margin
|
3.59
|
%
|
|
2.71
|
%
|
|
3.49
|
%
|
|
2.77
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Technology Solutions
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,458,320
|
|
|
$
|
3,047,708
|
|
|
$
|
6,505,016
|
|
|
$
|
5,832,615
|
|
Foreign currency translation
|
15,054
|
|
|
|
|
(6,522
|
)
|
|
|
||||||
Revenue in constant currency
|
$
|
3,473,374
|
|
|
$
|
3,047,708
|
|
|
$
|
6,498,494
|
|
|
$
|
5,832,615
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
101,705
|
|
|
$
|
75,815
|
|
|
$
|
182,126
|
|
|
$
|
143,486
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Amortization of intangibles
|
651
|
|
|
662
|
|
|
1,305
|
|
|
1,313
|
|
||||
Non-GAAP operating income
|
$
|
102,356
|
|
|
$
|
76,477
|
|
|
$
|
183,431
|
|
|
$
|
144,799
|
|
Depreciation
|
3,402
|
|
|
3,575
|
|
|
6,878
|
|
|
6,888
|
|
||||
Adjusted EBITDA
|
$
|
105,758
|
|
|
$
|
80,052
|
|
|
$
|
190,309
|
|
|
$
|
151,687
|
|
|
|
|
|
|
|
|
|
||||||||
Concentrix
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
481,679
|
|
|
$
|
335,925
|
|
|
$
|
959,843
|
|
|
$
|
680,617
|
|
Foreign currency translation
|
4,115
|
|
|
|
|
6,688
|
|
|
|
||||||
Revenue in constant currency
|
$
|
485,794
|
|
|
$
|
335,925
|
|
|
$
|
966,531
|
|
|
$
|
680,617
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
23,425
|
|
|
$
|
(570
|
)
|
|
$
|
44,741
|
|
|
$
|
7,291
|
|
Acquisition-related and integration expenses
|
—
|
|
|
568
|
|
|
611
|
|
|
1,570
|
|
||||
Restructuring charges
|
—
|
|
|
3,997
|
|
|
—
|
|
|
3,997
|
|
||||
Amortization of intangibles
|
15,418
|
|
|
11,132
|
|
|
31,251
|
|
|
22,185
|
|
||||
Non-GAAP operating income
|
$
|
38,843
|
|
|
$
|
15,127
|
|
|
$
|
76,603
|
|
|
$
|
35,043
|
|
Depreciation
|
16,011
|
|
|
13,185
|
|
|
32,018
|
|
|
24,440
|
|
||||
Adjusted EBITDA
|
$
|
54,854
|
|
|
$
|
28,312
|
|
|
$
|
108,621
|
|
|
$
|
59,483
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS
|
$
|
1.83
|
|
|
$
|
1.11
|
|
|
$
|
3.37
|
|
|
$
|
2.28
|
|
Acquisition-related and integration expenses
|
—
|
|
|
0.01
|
|
|
0.02
|
|
|
0.04
|
|
||||
Restructuring charges
|
—
|
|
|
0.10
|
|
|
—
|
|
|
0.10
|
|
||||
Amortization of intangibles
|
0.40
|
|
|
0.30
|
|
|
0.81
|
|
|
0.59
|
|
||||
Income taxes related to the above
(1)
|
(0.15
|
)
|
|
(0.15
|
)
|
|
(0.29
|
)
|
|
(0.27
|
)
|
||||
Non-GAAP diluted EPS
(2)
|
$
|
2.08
|
|
|
$
|
1.37
|
|
|
$
|
3.90
|
|
|
$
|
2.74
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenue
|
$
|
3,936,268
|
|
|
$
|
3,379,499
|
|
|
16.5
|
%
|
|
$
|
7,457,137
|
|
|
$
|
6,505,121
|
|
|
14.6
|
%
|
Technology Solutions revenue
|
3,458,320
|
|
|
3,047,708
|
|
|
13.5
|
%
|
|
6,505,016
|
|
|
5,832,615
|
|
|
11.5
|
%
|
||||
Concentrix revenue
|
481,679
|
|
|
335,925
|
|
|
43.4
|
%
|
|
959,843
|
|
|
680,617
|
|
|
41.0
|
%
|
||||
Inter-segment elimination
|
(3,731
|
)
|
|
(4,134
|
)
|
|
|
|
|
(7,722
|
)
|
|
(8,111
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Gross profit
|
$
|
372,245
|
|
|
$
|
294,030
|
|
|
26.6
|
%
|
|
$
|
714,028
|
|
|
$
|
578,222
|
|
|
23.5
|
%
|
Gross margin
|
9.46
|
%
|
|
8.70
|
%
|
|
|
|
9.58
|
%
|
|
8.89
|
%
|
|
|
||||||
Technology Solutions gross profit
|
192,688
|
|
|
166,849
|
|
|
15.5
|
%
|
|
358,831
|
|
|
320,626
|
|
|
11.9
|
%
|
||||
Technology Solutions gross margin
|
5.57
|
%
|
|
5.47
|
%
|
|
|
|
5.52
|
%
|
|
5.50
|
%
|
|
|
||||||
Concentrix gross profit
|
181,459
|
|
|
129,067
|
|
|
40.6
|
%
|
|
359,145
|
|
|
261,250
|
|
|
37.5
|
%
|
||||
Concentrix gross margin
|
37.67
|
%
|
|
38.42
|
%
|
|
|
|
|
37.42
|
%
|
|
38.38
|
%
|
|
|
|||||
Inter-segment elimination
|
(1,902
|
)
|
|
(1,886
|
)
|
|
|
|
(3,948
|
)
|
|
(3,654
|
)
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
(in thousands)
|
|
||||||||||||||||
Selling, general and administrative expenses
|
$
|
247,115
|
|
|
$
|
218,724
|
|
|
13.0
|
%
|
|
$
|
487,139
|
|
|
$
|
427,290
|
|
|
14.0
|
%
|
Percentage of revenue
|
6.28
|
%
|
|
6.47
|
%
|
|
|
|
6.54
|
%
|
|
6.57
|
%
|
|
|
||||||
Technology Solutions selling, general and administrative expenses
|
90,983
|
|
|
91,034
|
|
|
(0.1
|
)%
|
|
176,705
|
|
|
177,140
|
|
|
(0.2
|
)%
|
||||
Technology Solutions percentage of revenue
|
2.63
|
%
|
|
2.99
|
%
|
|
|
|
2.72
|
%
|
|
3.04
|
%
|
|
|
||||||
Concentrix selling, general and administrative expenses
|
158,034
|
|
|
129,637
|
|
|
21.9
|
%
|
|
314,404
|
|
|
253,959
|
|
|
23.8
|
%
|
||||
Concentrix percentage of revenue
|
32.81
|
%
|
|
38.59
|
%
|
|
|
|
32.76
|
%
|
|
37.31
|
%
|
|
|
||||||
Inter-segment elimination
|
(1,902
|
)
|
|
(1,947
|
)
|
|
|
|
(3,970
|
)
|
|
(3,809
|
)
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Operating income
|
$
|
125,130
|
|
|
$
|
75,306
|
|
|
66.2
|
%
|
|
$
|
226,889
|
|
|
$
|
150,932
|
|
|
50.3
|
%
|
Operating margin
|
3.18
|
%
|
|
2.23
|
%
|
|
|
|
3.04
|
%
|
|
2.32
|
%
|
|
|
||||||
Technology Solutions operating income
|
101,705
|
|
|
75,815
|
|
|
34.1
|
%
|
|
182,126
|
|
|
143,486
|
|
|
26.9
|
%
|
||||
Technology Solutions operating margin
|
2.94
|
%
|
|
2.49
|
%
|
|
|
|
2.80
|
%
|
|
2.46
|
%
|
|
|
||||||
Concentrix operating income (loss)
|
23,425
|
|
|
(570
|
)
|
|
4,209.6
|
%
|
|
44,741
|
|
|
7,291
|
|
|
513.6
|
%
|
||||
Concentrix operating margin
|
4.86
|
%
|
|
(0.17
|
)%
|
|
|
|
4.66
|
%
|
|
1.07
|
%
|
|
|
||||||
Inter-segment eliminations
|
—
|
|
|
61
|
|
|
|
|
|
22
|
|
|
155
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest expense and finance charges, net
|
$
|
8,962
|
|
|
$
|
6,512
|
|
|
37.6
|
%
|
|
$
|
17,144
|
|
|
$
|
12,728
|
|
|
34.7
|
%
|
Percentage of revenue
|
0.22
|
%
|
|
0.20
|
%
|
|
|
|
0.22
|
%
|
|
0.20
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
|
May 31, 2017
|
|
May 31, 2016
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Other income (expense), net
|
$
|
(206
|
)
|
|
$
|
949
|
|
|
(121.7
|
)%
|
|
$
|
(529
|
)
|
|
$
|
4,983
|
|
|
(110.6
|
)%
|
Percentage of revenue
|
(0.01
|
)%
|
|
0.03
|
%
|
|
|
|
(0.01
|
)%
|
|
0.08
|
%
|
|
|
|
|
Three Months Ended
|
||||||
|
|
May 31, 2017
|
|
May 31, 2016
|
||||
|
|
(in thousands)
|
||||||
Days sales outstanding
|
|
|
|
|
||||
Revenue (products and services)
|
(a)
|
$
|
3,936,268
|
|
|
$
|
3,379,499
|
|
Accounts receivable, including receivable from related parties
|
(b)
|
1,787,437
|
|
|
1,512,760
|
|
||
Days sales outstanding
|
(b)/((a)/the number of days during the period)
|
42
|
|
|
41
|
|
||
|
|
|
|
|
||||
Days inventory outstanding
|
|
|
|
|
||||
Cost of revenue (products and services)
|
(c)
|
3,564,023
|
|
|
3,085,469
|
|
||
Inventories
|
(d)
|
2,112,590
|
|
|
1,378,055
|
|
||
Days inventory outstanding
|
(d)/((c)/the number of days during the period)
|
55
|
|
|
41
|
|
||
|
|
|
|
|
||||
Days payable outstanding
|
|
|
|
|
||||
Cost of revenue (products and services)
|
(c)
|
3,564,023
|
|
|
3,085,469
|
|
||
Accounts payable, including payable to related parties
|
(e)
|
1,706,408
|
|
|
1,389,600
|
|
||
Days payable outstanding
|
(e)/((c)/the number of days during the period)
|
44
|
|
|
41
|
|
||
|
|
|
|
|
||||
Cash conversion cycle
|
|
53
|
|
|
41
|
|
|
As of May 31, 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
376
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.
|
•
|
the current market price of our common stock may reflect a market assumption that the acquisition will occur, and a failure to complete the acquisition could result in a negative perception by the market of us generally and a resulting decline in the market price of our common stock;
|
•
|
we have incurred substantial transaction costs relating to the acquisition (including significant legal, accounting and financial advisory fees), and these substantial costs are payable by us whether or not the acquisition is completed;
|
•
|
there may be substantial disruption to our business and a distraction of our management and employees from day-to-day operations because matters related to the acquisition (including integration planning) may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial;
|
•
|
the diversion of management time required by the acquisition could also adversely affect our results of operations and lead to the loss of important customers; and
|
•
|
the loss of existing key and other employees could adversely affect our operations and business results.
|
•
|
challenges associated with minimizing the diversion of management attention from ongoing business concerns;
|
•
|
coordinating geographically separate organizations which may be subject to additional complications resulting from being geographically distant from other of our operations;
|
•
|
coordinating and combining international operations, relationships, and facilities, and eliminating duplicative operations;
|
•
|
retaining key employees and maintaining employee morale, particularly in areas where we do not currently have personnel;
|
•
|
unanticipated changes in general business or market conditions that might interfere with our ability to carry out all of our integration plans;
|
•
|
unanticipated issues in integrating information, communications and other systems;
|
•
|
issues not discovered in our due diligence process; and
|
•
|
preserving important strategic and customer relationships.
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
|
Fourth Amendment to Credit Agreement dated May 5, 2017 with Bank of America, N.A.
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
By:
|
|
/s/ Kevin M. Murai
|
|
|
|
Kevin M. Murai
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Duly authorized officer and principal executive officer)
|
|
By:
|
|
/s/ Marshall W. Witt
|
|
|
|
Marshall W. Witt
|
|
|
|
Chief Financial Officer
|
|
|
|
(Duly authorized officer and principal financial officer)
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
|
Fourth Amendment to Credit Agreement dated May 5, 2017 with Bank of America, N.A.
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1*
|
|
Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
LENDERS:
|
BANK OF AMERICA, N.A.,
as a Lender and an L/C Issuer |
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
|