☒
|
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)
|
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(Zip Code)
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Large accelerated filer
☒
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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 29, 2018
|
||||
Common Stock, $0.001 par value
|
|
39,689,969
|
|
|
|
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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 2.
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Item 6.
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||
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May 31,
2018 |
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November 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
354,176
|
|
|
$
|
550,688
|
|
Restricted cash
|
6,172
|
|
|
5,837
|
|
||
Short-term investments
|
3,940
|
|
|
5,475
|
|
||
Accounts receivable, net
|
2,712,550
|
|
|
2,846,371
|
|
||
Receivable from related parties
|
161
|
|
|
77
|
|
||
Inventories
|
2,129,779
|
|
|
2,162,626
|
|
||
Other current assets
|
220,573
|
|
|
168,704
|
|
||
Total current assets
|
5,427,351
|
|
|
5,739,778
|
|
||
Property and equipment, net
|
344,290
|
|
|
346,589
|
|
||
Goodwill
|
861,455
|
|
|
872,641
|
|
||
Intangible assets, net
|
525,867
|
|
|
583,051
|
|
||
Deferred tax assets
|
31,802
|
|
|
31,687
|
|
||
Other assets
|
125,043
|
|
|
124,780
|
|
||
Total assets
|
$
|
7,315,808
|
|
|
$
|
7,698,526
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings, current
|
$
|
705,120
|
|
|
$
|
805,471
|
|
Accounts payable
|
2,257,594
|
|
|
2,626,720
|
|
||
Payable to related parties
|
30,360
|
|
|
16,888
|
|
||
Accrued compensation and benefits
|
183,689
|
|
|
204,665
|
|
||
Other accrued liabilities
|
402,798
|
|
|
354,104
|
|
||
Income taxes payable
|
60,262
|
|
|
33,359
|
|
||
Total current liabilities
|
3,639,823
|
|
|
4,041,207
|
|
||
Long-term borrowings
|
1,106,622
|
|
|
1,136,089
|
|
||
Other long-term liabilities
|
170,283
|
|
|
124,008
|
|
||
Deferred tax liabilities
|
87,605
|
|
|
113,527
|
|
||
Total liabilities
|
5,004,333
|
|
|
5,414,831
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
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, 41,172 and 41,092 shares issued as of May 31, 2018 and November 30, 2017, respectively
|
41
|
|
|
41
|
|
||
Additional paid-in capital
|
481,561
|
|
|
467,948
|
|
||
Treasury stock, 1,883 and 1,419 shares as of May 31, 2018 and November 30, 2017, respectively
|
(124,801
|
)
|
|
(77,133
|
)
|
||
Accumulated other comprehensive income (loss)
|
(90,265
|
)
|
|
(61,919
|
)
|
||
Retained earnings
|
2,044,939
|
|
|
1,954,758
|
|
||
Total stockholders’ equity
|
2,311,475
|
|
|
2,283,695
|
|
||
Total liabilities and equity
|
$
|
7,315,808
|
|
|
$
|
7,698,526
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
4,486,395
|
|
|
$
|
3,458,243
|
|
|
$
|
8,535,158
|
|
|
$
|
6,504,864
|
|
Services
|
486,188
|
|
|
478,025
|
|
|
989,795
|
|
|
952,273
|
|
||||
Total revenue
|
4,972,583
|
|
|
3,936,268
|
|
|
9,524,953
|
|
|
7,457,137
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Products
|
(4,239,137
|
)
|
|
(3,265,630
|
)
|
|
(8,063,233
|
)
|
|
(6,146,183
|
)
|
||||
Services
|
(304,352
|
)
|
|
(298,393
|
)
|
|
(618,675
|
)
|
|
(596,926
|
)
|
||||
Gross profit
|
429,094
|
|
|
372,245
|
|
|
843,045
|
|
|
714,028
|
|
||||
Selling, general and administrative expenses
|
(305,156
|
)
|
|
(247,115
|
)
|
|
(607,175
|
)
|
|
(487,139
|
)
|
||||
Operating income
|
123,938
|
|
|
125,130
|
|
|
235,870
|
|
|
226,889
|
|
||||
Interest expense and finance charges, net
|
(16,375
|
)
|
|
(8,962
|
)
|
|
(33,826
|
)
|
|
(17,144
|
)
|
||||
Other expense, net
|
(1,446
|
)
|
|
(206
|
)
|
|
(2,624
|
)
|
|
(529
|
)
|
||||
Income before income taxes
|
106,117
|
|
|
115,962
|
|
|
199,420
|
|
|
209,216
|
|
||||
Provision for income taxes
|
(12,424
|
)
|
|
(42,814
|
)
|
|
(81,293
|
)
|
|
(74,279
|
)
|
||||
Net income
|
$
|
93,693
|
|
|
$
|
73,148
|
|
|
$
|
118,127
|
|
|
$
|
134,937
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.35
|
|
|
$
|
1.83
|
|
|
$
|
2.96
|
|
|
$
|
3.38
|
|
Diluted
|
$
|
2.34
|
|
|
$
|
1.83
|
|
|
$
|
2.94
|
|
|
$
|
3.37
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
39,505
|
|
|
39,533
|
|
|
39,599
|
|
|
39,513
|
|
||||
Diluted
|
39,742
|
|
|
39,711
|
|
|
39,859
|
|
|
39,708
|
|
||||
Cash dividends declared per share
|
$
|
0.35
|
|
|
$
|
0.25
|
|
|
$
|
0.70
|
|
|
$
|
0.50
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Net income
|
$
|
93,693
|
|
|
$
|
73,148
|
|
|
$
|
118,127
|
|
|
$
|
134,937
|
|
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, 2018 and 2017
|
87
|
|
|
327
|
|
|
(55
|
)
|
|
490
|
|
||||
Change in unrealized gains (losses) of defined benefit plans, net of taxes of $0 for the three and six months ended May 31, 2018 and 2017
|
—
|
|
|
56
|
|
|
—
|
|
|
(13
|
)
|
||||
Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $(11) and $(1,925) for the three and six months ended May 31, 2018, respectively, and $387 and $(350) for the three and six months ended May 31, 2017, respectively
|
30
|
|
|
(739
|
)
|
|
5,416
|
|
|
200
|
|
||||
Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $778 and $715 for the three and six months ended May 31, 2018, respectively, and $(73) and $(223) for the three and six months ended May 31, 2017, respectively
|
(1,917
|
)
|
|
117
|
|
|
(1,740
|
)
|
|
358
|
|
||||
Total change in unrealized gains on cash flow hedges, net of tax
|
(1,887
|
)
|
|
(622
|
)
|
|
3,676
|
|
|
558
|
|
||||
Foreign currency translation adjustments, net of taxes of $109 and $86 for the three and six months ended May 31, 2018, respectively, and $61 and $(61) for the three and six months ended May 31, 2017, respectively
|
(42,764
|
)
|
|
10,253
|
|
|
(31,967
|
)
|
|
15,871
|
|
||||
Other comprehensive income (loss)
|
(44,564
|
)
|
|
10,014
|
|
|
(28,346
|
)
|
|
16,906
|
|
||||
Comprehensive income
|
$
|
49,129
|
|
|
$
|
83,162
|
|
|
$
|
89,781
|
|
|
$
|
151,843
|
|
|
Six Months Ended
|
||||||
|
May 31, 2018
|
|
May 31, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
118,127
|
|
|
$
|
134,937
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
97,506
|
|
|
71,429
|
|
||
Share-based compensation
|
10,725
|
|
|
8,327
|
|
||
Provision for doubtful accounts
|
3,852
|
|
|
2,983
|
|
||
Deferred income taxes
|
(27,785
|
)
|
|
(1,263
|
)
|
||
Unrealized foreign exchange (gains) losses
|
1,665
|
|
|
(2,883
|
)
|
||
Others
|
(3,639
|
)
|
|
(1,112
|
)
|
||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
||||
Accounts receivable, including from related parties
|
111,551
|
|
|
(24,434
|
)
|
||
Inventories
|
30,537
|
|
|
(368,202
|
)
|
||
Accounts payable, including to related parties
|
(342,083
|
)
|
|
(8,769
|
)
|
||
Other assets and liabilities
|
62,254
|
|
|
43,354
|
|
||
Net cash provided by (used in) operating activities
|
62,710
|
|
|
(145,633
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(50
|
)
|
|
(4,190
|
)
|
||
Proceeds from maturity of investments
|
4,659
|
|
|
1,962
|
|
||
Purchases of property and equipment
|
(50,020
|
)
|
|
(45,300
|
)
|
||
Acquisition of businesses, net of refunds
|
(5,922
|
)
|
|
6,500
|
|
||
Others
|
802
|
|
|
922
|
|
||
Net cash used in investing activities
|
(50,531
|
)
|
|
(40,106
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings
|
4,924,632
|
|
|
3,588,022
|
|
||
Repayments of borrowings
|
(5,052,890
|
)
|
|
(3,465,215
|
)
|
||
Dividends paid
|
(27,946
|
)
|
|
(19,897
|
)
|
||
Decrease in book overdrafts
|
(5,203
|
)
|
|
(1,350
|
)
|
||
Repurchases of common stock
|
(45,985
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
2,888
|
|
|
1,860
|
|
||
Repurchases of common stock for tax withholdings on equity awards
|
(1,683
|
)
|
|
(3,611
|
)
|
||
Others
|
—
|
|
|
1,827
|
|
||
Net cash (used in) provided by financing activities
|
(206,187
|
)
|
|
101,636
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(2,176
|
)
|
|
6,885
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(196,184
|
)
|
|
(77,218
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
556,742
|
|
|
387,167
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
360,558
|
|
|
$
|
309,949
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing activities:
|
|
|
|
||||
Accrued costs for property and equipment purchases
|
$
|
1,695
|
|
|
$
|
1,669
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||||||||||||||
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
|
Shares awarded
|
|
Fair value of grants
|
||||||||||||
Stock options
|
38
|
|
|
$
|
1,050
|
|
|
—
|
|
|
$
|
—
|
|
|
38
|
|
|
$
|
1,050
|
|
|
—
|
|
|
$
|
—
|
|
Restricted stock awards
|
20
|
|
|
1,896
|
|
|
21
|
|
|
2,250
|
|
|
22
|
|
|
2,106
|
|
|
22
|
|
|
2,384
|
|
||||
Restricted stock units
|
—
|
|
|
—
|
|
|
5
|
|
|
521
|
|
|
22
|
|
|
2,554
|
|
|
34
|
|
|
3,937
|
|
||||
|
58
|
|
|
$
|
2,946
|
|
|
26
|
|
|
$
|
2,771
|
|
|
82
|
|
|
$
|
5,710
|
|
|
56
|
|
|
$
|
6,321
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Total share-based compensation
|
$
|
5,645
|
|
|
$
|
4,060
|
|
|
$
|
10,780
|
|
|
$
|
8,376
|
|
Tax effect on share-based compensation
|
(1,565
|
)
|
|
(1,498
|
)
|
|
(3,112
|
)
|
|
(2,973
|
)
|
||||
Net effect on net income
|
$
|
4,080
|
|
|
$
|
2,562
|
|
|
$
|
7,668
|
|
|
$
|
5,403
|
|
|
As of
|
||||||
|
May 31, 2018
|
|
November 30, 2017
|
||||
Cash and cash equivalents
|
$
|
354,176
|
|
|
$
|
550,688
|
|
Restricted cash
|
6,172
|
|
|
5,837
|
|
||
Restricted cash included in other assets
|
210
|
|
|
217
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows
|
$
|
360,558
|
|
|
$
|
556,742
|
|
|
As of
|
||||||
|
May 31, 2018
|
|
November 30, 2017
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
2,777,696
|
|
|
$
|
2,918,703
|
|
Less: Allowance for doubtful accounts
|
(17,053
|
)
|
|
(19,193
|
)
|
||
Less: Allowance for sales returns
|
(48,093
|
)
|
|
(53,139
|
)
|
||
|
$
|
2,712,550
|
|
|
$
|
2,846,371
|
|
|
As of
|
||||||
|
May 31, 2018
|
|
November 30, 2017
|
||||
Property and equipment, net:
|
|
|
|
||||
Land
|
$
|
25,814
|
|
|
$
|
25,922
|
|
Equipment, computers and software
|
316,355
|
|
|
306,665
|
|
||
Furniture and fixtures
|
65,870
|
|
|
60,892
|
|
||
Buildings, building improvements and leasehold improvements
|
279,391
|
|
|
270,649
|
|
||
Construction-in-progress
|
17,047
|
|
|
12,049
|
|
||
Total property and equipment, gross
|
704,477
|
|
|
676,177
|
|
||
Less: Accumulated depreciation
|
(360,187
|
)
|
|
(329,588
|
)
|
||
|
$
|
344,290
|
|
|
$
|
346,589
|
|
Goodwill:
|
|
|
|
|
|
||||||
|
Technology Solutions
|
|
Concentrix
|
|
Total
|
||||||
Balance as of November 30, 2017
|
$
|
437,225
|
|
|
$
|
435,416
|
|
|
$
|
872,641
|
|
Additions/adjustments from acquisitions (See Note 3)
|
(961
|
)
|
|
(631
|
)
|
|
(1,592
|
)
|
|||
Foreign exchange translation
|
(4,168
|
)
|
|
(5,426
|
)
|
|
(9,594
|
)
|
|||
Balance as of May 31, 2018
|
$
|
432,096
|
|
|
$
|
429,359
|
|
|
$
|
861,455
|
|
|
As of May 31, 2018
|
|
As of November 30, 2017
|
||||||||||||||||||||
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
|
Gross
Amounts |
|
Accumulated
Amortization |
|
Net
Amounts |
||||||||||||
Intangible assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships and lists
|
$
|
624,626
|
|
|
$
|
(275,510
|
)
|
|
$
|
349,116
|
|
|
$
|
619,431
|
|
|
$
|
(236,282
|
)
|
|
$
|
383,149
|
|
Vendor lists
|
178,979
|
|
|
(46,381
|
)
|
|
132,598
|
|
|
180,041
|
|
|
(39,016
|
)
|
|
141,025
|
|
||||||
Technology
|
24,528
|
|
|
(7,731
|
)
|
|
16,797
|
|
|
38,041
|
|
|
(6,519
|
)
|
|
31,522
|
|
||||||
Other intangible assets
|
35,996
|
|
|
(8,640
|
)
|
|
27,356
|
|
|
33,745
|
|
|
(6,390
|
)
|
|
27,355
|
|
||||||
|
$
|
864,129
|
|
|
$
|
(338,262
|
)
|
|
$
|
525,867
|
|
|
$
|
871,258
|
|
|
$
|
(288,207
|
)
|
|
$
|
583,051
|
|
|
|
Unrealized gains on available-for-sale securities, net of taxes
|
|
Unrecognized defined benefit plan costs, net of taxes
|
|
Unrealized gains on cash flow hedges, net of taxes
|
|
Foreign currency translation adjustment, net of taxes
|
|
Total
|
||||||||||
Balance as of November 30, 2017
|
|
$
|
2,119
|
|
|
$
|
(2,313
|
)
|
|
$
|
386
|
|
|
$
|
(62,111
|
)
|
|
$
|
(61,919
|
)
|
Other comprehensive gain (loss) before reclassification
|
|
(55
|
)
|
|
—
|
|
|
5,416
|
|
|
(31,967
|
)
|
|
(26,606
|
)
|
|||||
Reclassification of (gains) losses from Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(1,740
|
)
|
|
—
|
|
|
(1,740
|
)
|
|||||
Balance as of May 31, 2018
|
|
$
|
2,064
|
|
|
$
|
(2,313
|
)
|
|
$
|
4,062
|
|
|
$
|
(94,078
|
)
|
|
$
|
(90,265
|
)
|
|
As of
|
||||||||||||||||||||||||||
|
May 31, 2018
|
|
November 30, 2017
|
||||||||||||||||||||||||
|
Adjusted Cost Basis
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Carrying
Value |
|
Adjusted Cost Basis
|
|
Unrealized Gains (Losses)
|
|
Carrying
Value |
||||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trading securities
|
$
|
158
|
|
|
$
|
2,824
|
|
|
—
|
|
|
$
|
2,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Held-to-maturity investments
|
958
|
|
|
—
|
|
|
—
|
|
|
958
|
|
|
5,475
|
|
|
—
|
|
|
5,475
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term investments in "Other assets:"
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Available-for-sale securities
|
$
|
2,240
|
|
|
$
|
2,448
|
|
|
$
|
113
|
|
|
$
|
4,575
|
|
|
$
|
972
|
|
|
$
|
2,404
|
|
|
$
|
3,376
|
|
Held-to-maturity investments
|
5,316
|
|
|
—
|
|
|
—
|
|
|
5,316
|
|
|
5,189
|
|
|
(225
|
)
|
|
5,189
|
|
|||||||
Cost-method investments
|
33,625
|
|
|
—
|
|
|
—
|
|
|
33,625
|
|
|
33,817
|
|
|
—
|
|
|
33,817
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Gains on trading securities
|
$
|
2,824
|
|
|
$
|
—
|
|
|
$
|
2,824
|
|
|
$
|
—
|
|
|
|
|
Fair Value as of
|
||||||
|
Balance Sheet Line Item
|
|
May 31, 2018
|
|
|
November 30, 2017
|
|
||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
|||||
Foreign exchange forward contracts
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
5,088
|
|
|
$
|
1,483
|
|
|
Other accrued liabilities
|
|
$
|
977
|
|
|
$
|
1,194
|
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
1,372
|
|
Interest rate swap
|
|
|
|
|
|||||
|
Other assets (notional value: $100,000)
|
|
$
|
3,681
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges
|
|
|
|
|
|||||
Interest rate swaps
|
|
|
|
|
|||||
|
Other current assets
|
|
$
|
636
|
|
|
$
|
—
|
|
|
Other assets
|
|
$
|
3,980
|
|
|
$
|
3,484
|
|
|
Other accrued liabilities
|
|
$
|
—
|
|
|
$
|
389
|
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
1,996
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||
Gains (losses) reclassified from "Accumulated other comprehensive income (loss)" into income
|
|
2,695
|
|
|
(191
|
)
|
|
2,455
|
|
|
(582
|
)
|
Total "Interest expense and finance charges, net"
|
|
(16,375
|
)
|
|
(8,962
|
)
|
|
(33,826
|
)
|
|
(17,144
|
)
|
|
As of May 31, 2018
|
|
As of November 30, 2017
|
||||||||||||||||||||||||||||
|
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
|
$
|
354,176
|
|
|
$
|
354,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157,935
|
|
|
$
|
157,935
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities
|
2,982
|
|
|
2,982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Available-for-sale securities
|
4,575
|
|
|
4,575
|
|
|
—
|
|
|
—
|
|
|
3,376
|
|
|
3,376
|
|
|
—
|
|
|
—
|
|
||||||||
Forward foreign currency exchange contracts
|
5,088
|
|
|
—
|
|
|
5,088
|
|
|
—
|
|
|
1,483
|
|
|
—
|
|
|
1,483
|
|
|
—
|
|
||||||||
Interest rate swaps
|
8,297
|
|
|
—
|
|
|
8,297
|
|
|
—
|
|
|
3,484
|
|
|
—
|
|
|
3,484
|
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign currency exchange contracts
|
$
|
977
|
|
|
$
|
—
|
|
|
$
|
977
|
|
|
$
|
—
|
|
|
$
|
2,566
|
|
|
$
|
—
|
|
|
$
|
2,566
|
|
|
$
|
—
|
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,385
|
|
|
—
|
|
|
2,385
|
|
|
—
|
|
||||||||
Contingent consideration payable
|
33,098
|
|
|
—
|
|
|
—
|
|
|
33,098
|
|
|
33,098
|
|
|
—
|
|
|
—
|
|
|
33,098
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Net sales financed
|
$
|
355,720
|
|
|
$
|
287,027
|
|
|
$
|
720,204
|
|
|
$
|
556,420
|
|
Flooring fees
(1)
|
2,287
|
|
|
2,058
|
|
|
4,205
|
|
|
3,761
|
|
(1)
|
Flooring fees are included within “Interest expense and finance charges, net.”
|
|
As of
|
||||||
|
May 31, 2018
|
|
November 30, 2017
|
||||
SYNNEX United States accounts receivable securitization arrangement
|
$
|
546,200
|
|
|
$
|
288,400
|
|
SYNNEX Canada accounts receivable securitization arrangement
|
—
|
|
|
19,389
|
|
||
Westcon-Comstor North America revolving line of credit facility
|
—
|
|
|
220,241
|
|
||
Westcon-Comstor Latin America revolving lines of credit facilities
|
—
|
|
|
78,407
|
|
||
SYNNEX Japan credit facility - revolving line of credit component
|
34,007
|
|
|
52,426
|
|
||
Concentrix India revolving lines of credit facilities
|
—
|
|
|
12,000
|
|
||
SYNNEX United States credit agreement - current portion of term loan component
|
60,000
|
|
|
60,000
|
|
||
SYNNEX Japan credit facility - term loan component
|
55,147
|
|
|
53,314
|
|
||
Other borrowings
|
9,766
|
|
|
21,294
|
|
||
Borrowings, current
|
$
|
705,120
|
|
|
$
|
805,471
|
|
|
|
|
|
||||
SYNNEX United States credit agreement - term loan component
|
$
|
1,110,000
|
|
|
$
|
1,140,000
|
|
Other term debt
|
574
|
|
|
569
|
|
||
Long-term borrowings, before unamortized debt discount and issuance costs
|
1,110,574
|
|
|
1,140,569
|
|
||
Less: unamortized debt discount and issuance costs
|
(3,952
|
)
|
|
(4,480
|
)
|
||
Long-term borrowings
|
$
|
1,106,622
|
|
|
$
|
1,136,089
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
93,693
|
|
|
$
|
73,148
|
|
|
$
|
118,127
|
|
|
$
|
134,937
|
|
Less: net income allocated to participating securities
(1)
|
(864
|
)
|
|
(674
|
)
|
|
(1,084
|
)
|
|
(1,254
|
)
|
||||
Net income attributable to common stockholders
|
$
|
92,829
|
|
|
$
|
72,474
|
|
|
$
|
117,043
|
|
|
$
|
133,683
|
|
Weighted-average number of common shares - basic
|
39,505
|
|
|
39,533
|
|
|
39,599
|
|
|
39,513
|
|
||||
Basic earnings per common share
|
$
|
2.35
|
|
|
$
|
1.83
|
|
|
$
|
2.96
|
|
|
$
|
3.38
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
93,693
|
|
|
$
|
73,148
|
|
|
$
|
118,127
|
|
|
$
|
134,937
|
|
Less: net income allocated to participating securities
(1)
|
(859
|
)
|
|
(672
|
)
|
|
(1,079
|
)
|
|
(1,250
|
)
|
||||
Net income attributable to common stockholders
|
$
|
92,834
|
|
|
$
|
72,476
|
|
|
$
|
117,048
|
|
|
$
|
133,687
|
|
Weighted-average number of common shares - basic
|
39,505
|
|
|
39,533
|
|
|
39,599
|
|
|
39,513
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
237
|
|
|
178
|
|
|
260
|
|
|
195
|
|
||||
Weighted-average number of common shares - diluted
|
39,742
|
|
|
39,711
|
|
|
39,859
|
|
|
39,708
|
|
||||
Diluted earnings per common share
|
$
|
2.34
|
|
|
$
|
1.83
|
|
|
$
|
2.94
|
|
|
$
|
3.37
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from diluted earnings per share calculation
|
67
|
|
|
15
|
|
|
49
|
|
|
13
|
|
|
Technology Solutions
|
|
Concentrix
|
|
Inter-Segment
Elimination
|
|
Consolidated
|
||||||||
Three months ended May 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
4,486,408
|
|
|
$
|
491,246
|
|
|
$
|
(5,071
|
)
|
|
$
|
4,972,583
|
|
External revenue
|
4,486,395
|
|
|
486,188
|
|
|
|
|
4,972,583
|
|
|||||
Operating income
|
96,254
|
|
|
27,684
|
|
|
—
|
|
|
123,938
|
|
||||
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
|
|
||||
Six months ended May 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
8,535,227
|
|
|
$
|
998,983
|
|
|
$
|
(9,257
|
)
|
|
$
|
9,524,953
|
|
External revenue
|
8,535,158
|
|
|
989,795
|
|
|
|
|
9,524,953
|
|
|||||
Operating income
|
178,523
|
|
|
57,347
|
|
|
—
|
|
|
235,870
|
|
||||
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
|
|
||||
Total assets as of May 31, 2018
|
$
|
6,701,895
|
|
|
$
|
1,604,908
|
|
|
$
|
(990,995
|
)
|
|
$
|
7,315,808
|
|
Total assets as of November 30, 2017
|
$
|
7,124,884
|
|
|
$
|
1,677,728
|
|
|
$
|
(1,104,086
|
)
|
|
$
|
7,698,526
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
3,585,989
|
|
|
$
|
2,875,986
|
|
|
$
|
6,784,475
|
|
|
$
|
5,375,359
|
|
Canada
|
443,875
|
|
|
389,561
|
|
|
884,197
|
|
|
776,927
|
|
||||
Others
|
942,719
|
|
|
670,721
|
|
|
1,856,281
|
|
|
1,304,851
|
|
||||
Total
|
$
|
4,972,583
|
|
|
$
|
3,936,268
|
|
|
$
|
9,524,953
|
|
|
$
|
7,457,137
|
|
|
As of
|
||||||
|
May 31, 2018
|
|
November 30, 2017
|
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
145,510
|
|
|
$
|
144,015
|
|
India
|
32,857
|
|
|
37,490
|
|
||
Others
|
165,923
|
|
|
165,084
|
|
||
Total
|
$
|
344,290
|
|
|
$
|
346,589
|
|
|
As of May 31, 2018
|
|
MiTAC Holdings
(1)
|
4,998
|
|
Synnex Technology International Corp.
(2)
|
3,860
|
|
Total
|
8,858
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
364
shares directly held by Mr. Matthew Miau and
216
shares indirectly held by Mr. 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
14.1%
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
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
Purchases of inventories
|
$
|
49,902
|
|
|
$
|
66,076
|
|
|
$
|
102,067
|
|
|
$
|
117,092
|
|
Products revenue
|
528
|
|
|
332
|
|
|
861
|
|
|
735
|
|
||||
Reimbursements received for rent and overhead costs for use of facilities by MiTAC Holdings and affiliates
|
35
|
|
|
40
|
|
|
71
|
|
|
73
|
|
|
|
Six Months Ended May 31, 2018
|
|
Six Months Ended May 31, 2017
|
||||||||||||||||||||
|
|
Attributable to
SYNNEX
Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
|
Attributable to SYNNEX Corporation
|
|
Attributable to
Noncontrolling
interest
|
|
Total Equity
|
||||||||||||
Beginning balance:
|
|
$
|
2,283,695
|
|
|
$
|
—
|
|
|
$
|
2,283,695
|
|
|
$
|
1,975,776
|
|
|
$
|
22
|
|
|
$
|
1,975,798
|
|
Issuance of common stock on exercise of options
|
|
1,238
|
|
|
—
|
|
|
1,238
|
|
|
467
|
|
|
—
|
|
|
467
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
1,650
|
|
|
—
|
|
|
1,650
|
|
|
1,393
|
|
|
—
|
|
|
1,393
|
|
||||||
Tax benefit from employee stock plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,827
|
|
|
—
|
|
|
1,827
|
|
||||||
Taxes paid for the settlement of equity awards
|
|
(1,683
|
)
|
|
—
|
|
|
(1,683
|
)
|
|
(3,611
|
)
|
|
—
|
|
|
(3,611
|
)
|
||||||
Share-based compensation
|
|
10,725
|
|
|
|
|
|
10,725
|
|
|
8,327
|
|
|
—
|
|
|
8,327
|
|
||||||
Changes in ownership of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
(22
|
)
|
|
63
|
|
||||||
Repurchases of common stock
|
|
(45,985
|
)
|
|
—
|
|
|
(45,985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared
|
|
(27,946
|
)
|
|
—
|
|
|
(27,946
|
)
|
|
(19,897
|
)
|
|
—
|
|
|
(19,897
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
118,127
|
|
|
—
|
|
|
118,127
|
|
|
134,937
|
|
|
—
|
|
|
134,937
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
|
490
|
|
|
—
|
|
|
490
|
|
||||||
Change in unrealized gain (losses) in defined benefit plans, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Unrealized gains (losses) on cash flow hedges, net of taxes
|
|
3,676
|
|
|
—
|
|
|
3,676
|
|
|
558
|
|
|
—
|
|
|
558
|
|
||||||
Foreign currency translation adjustments, net of taxes
|
|
(31,967
|
)
|
|
—
|
|
|
(31,967
|
)
|
|
15,871
|
|
|
—
|
|
|
15,871
|
|
||||||
Total other comprehensive income (loss)
|
|
(28,346
|
)
|
|
—
|
|
|
(28,346
|
)
|
|
16,906
|
|
|
—
|
|
|
16,906
|
|
||||||
Total comprehensive income
|
|
89,781
|
|
|
—
|
|
|
89,781
|
|
|
151,843
|
|
|
—
|
|
|
151,843
|
|
||||||
Ending balance:
|
|
$
|
2,311,475
|
|
|
$
|
—
|
|
|
$
|
2,311,475
|
|
|
$
|
2,116,210
|
|
|
$
|
—
|
|
|
$
|
2,116,210
|
|
Fiscal Years Ending November 30,
|
|
||
2018 (remaining six months)
|
$
|
47,721
|
|
2019
|
85,388
|
|
|
2020
|
69,747
|
|
|
2021
|
47,467
|
|
|
2022
|
37,084
|
|
|
Thereafter
|
67,014
|
|
|
Total minimum lease payments
|
$
|
354,421
|
|
Statements of Operations Data:
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||
Products revenue
|
90.22
|
%
|
|
87.86
|
%
|
|
89.61
|
%
|
|
87.23
|
%
|
Services revenue
|
9.78
|
|
|
12.14
|
|
|
10.39
|
|
|
12.77
|
|
Total revenue
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
Cost of products revenue
|
(85.25
|
)
|
|
(82.96
|
)
|
|
(84.65
|
)
|
|
(82.42
|
)
|
Cost of services revenue
|
(6.12
|
)
|
|
(7.58
|
)
|
|
(6.50
|
)
|
|
(8.00
|
)
|
Gross profit
|
8.63
|
|
|
9.46
|
|
|
8.85
|
|
|
9.58
|
|
Selling, general and administrative expenses
|
(6.14
|
)
|
|
(6.28
|
)
|
|
(6.37
|
)
|
|
(6.54
|
)
|
Operating income
|
2.49
|
|
|
3.18
|
|
|
2.48
|
|
|
3.04
|
|
Interest expense and finance charges, net
|
(0.33
|
)
|
|
(0.22
|
)
|
|
(0.36
|
)
|
|
(0.22
|
)
|
Other expense, net
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
Income before income taxes
|
2.13
|
|
|
2.95
|
|
|
2.09
|
|
|
2.81
|
|
Provision for income taxes
|
(0.25
|
)
|
|
(1.09
|
)
|
|
(0.85
|
)
|
|
(1.00
|
)
|
Net income
|
1.88
|
%
|
|
1.86
|
%
|
|
1.24
|
%
|
|
1.81
|
%
|
•
|
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, 2018
, in billing currency using their comparable prior period currency conversion rate. 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, and the per share amount of the net impact of the adjustments related to the Tax Cuts and Jobs Act of 2017.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Consolidated
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
4,972,583
|
|
|
$
|
3,936,268
|
|
|
$
|
9,524,953
|
|
|
$
|
7,457,137
|
|
Foreign currency translation
|
(35,798
|
)
|
|
|
|
|
(73,895
|
)
|
|
|
|||||
Revenue in constant currency
|
$
|
4,936,785
|
|
|
$
|
3,936,268
|
|
|
$
|
9,451,058
|
|
|
$
|
7,457,137
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
123,938
|
|
|
$
|
125,130
|
|
|
$
|
235,870
|
|
|
$
|
226,889
|
|
Acquisition-related and integration expenses
|
2,046
|
|
|
—
|
|
|
3,851
|
|
|
611
|
|
||||
Amortization of intangibles
|
26,276
|
|
|
16,069
|
|
|
52,986
|
|
|
32,556
|
|
||||
Non-GAAP operating income
|
$
|
152,260
|
|
|
$
|
141,199
|
|
|
$
|
292,707
|
|
|
$
|
260,056
|
|
Depreciation
|
22,596
|
|
|
19,413
|
|
|
44,520
|
|
|
38,873
|
|
||||
Adjusted EBITDA
|
$
|
174,856
|
|
|
$
|
160,612
|
|
|
$
|
337,227
|
|
|
$
|
298,929
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin
|
2.49
|
%
|
|
3.18
|
%
|
|
2.48
|
%
|
|
3.04
|
%
|
||||
Non-GAAP operating margin
|
3.06
|
%
|
|
3.59
|
%
|
|
3.07
|
%
|
|
3.49
|
%
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
May 31, 2018
|
|
May 31, 2017
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Technology Solutions
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
4,486,408
|
|
|
$
|
3,458,320
|
|
|
$
|
8,535,227
|
|
|
$
|
6,505,016
|
|
Foreign currency translation
|
(26,828
|
)
|
|
|
|
(51,258
|
)
|
|
|
||||||
Revenue in constant currency
|
$
|
4,459,580
|
|
|
$
|
3,458,320
|
|
|
$
|
8,483,969
|
|
|
$
|
6,505,016
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
96,254
|
|
|
$
|
101,705
|
|
|
$
|
178,523
|
|
|
$
|
182,126
|
|
Acquisition-related and integration expenses
|
2,046
|
|
|
—
|
|
|
3,851
|
|
|
—
|
|
||||
Amortization of intangibles
|
12,462
|
|
|
651
|
|
|
25,278
|
|
|
1,305
|
|
||||
Non-GAAP operating income
|
$
|
110,762
|
|
|
$
|
102,356
|
|
|
$
|
207,652
|
|
|
$
|
183,431
|
|
Depreciation
|
5,010
|
|
|
3,402
|
|
|
9,844
|
|
|
6,878
|
|
||||
Adjusted EBITDA
|
$
|
115,772
|
|
|
$
|
105,758
|
|
|
$
|
217,496
|
|
|
$
|
190,309
|
|
|
|
|
|
|
|
|
|
||||||||
Concentrix
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
491,246
|
|
|
$
|
481,679
|
|
|
$
|
998,983
|
|
|
$
|
959,843
|
|
Foreign currency translation
|
(8,970
|
)
|
|
|
|
(22,637
|
)
|
|
|
||||||
Revenue in constant currency
|
$
|
482,276
|
|
|
$
|
481,679
|
|
|
$
|
976,346
|
|
|
$
|
959,843
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
27,684
|
|
|
$
|
23,425
|
|
|
$
|
57,347
|
|
|
$
|
44,741
|
|
Acquisition-related and integration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
611
|
|
||||
Amortization of intangibles
|
13,814
|
|
|
15,418
|
|
|
27,708
|
|
|
31,251
|
|
||||
Non-GAAP operating income
|
$
|
41,498
|
|
|
$
|
38,843
|
|
|
$
|
85,055
|
|
|
$
|
76,603
|
|
Depreciation
|
17,586
|
|
|
16,011
|
|
|
34,676
|
|
|
32,018
|
|
||||
Adjusted EBITDA
|
$
|
59,084
|
|
|
$
|
54,854
|
|
|
$
|
119,731
|
|
|
$
|
108,621
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS
|
$
|
2.34
|
|
|
$
|
1.83
|
|
|
$
|
2.94
|
|
|
$
|
3.37
|
|
Acquisition-related and integration expenses
|
(0.01
|
)
|
|
—
|
|
|
0.03
|
|
|
0.02
|
|
||||
Amortization of intangibles
|
0.66
|
|
|
0.40
|
|
|
1.32
|
|
|
0.81
|
|
||||
Income taxes related to the above
(1)
|
(0.18
|
)
|
|
(0.15
|
)
|
|
(0.38
|
)
|
|
(0.29
|
)
|
||||
U.S. tax reform adjustment
|
(0.42
|
)
|
|
—
|
|
|
0.61
|
|
|
—
|
|
||||
Non-GAAP diluted EPS
(2)
|
$
|
2.38
|
|
|
$
|
2.08
|
|
|
$
|
4.52
|
|
|
$
|
3.90
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenue
|
$
|
4,972,583
|
|
|
$
|
3,936,268
|
|
|
26.3
|
%
|
|
$
|
9,524,953
|
|
|
$
|
7,457,137
|
|
|
27.7
|
%
|
Technology Solutions revenue
|
4,486,408
|
|
|
3,458,320
|
|
|
29.7
|
%
|
|
8,535,227
|
|
|
6,505,016
|
|
|
31.2
|
%
|
||||
Concentrix revenue
|
491,246
|
|
|
481,679
|
|
|
2.0
|
%
|
|
998,983
|
|
|
959,843
|
|
|
4.1
|
%
|
||||
Inter-segment elimination
|
(5,071
|
)
|
|
(3,731
|
)
|
|
|
|
|
(9,257
|
)
|
|
(7,722
|
)
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Gross profit
|
$
|
429,094
|
|
|
$
|
372,245
|
|
|
15.3
|
%
|
|
$
|
843,045
|
|
|
$
|
714,028
|
|
|
18.1
|
%
|
Gross margin
|
8.63
|
%
|
|
9.46
|
%
|
|
|
|
8.85
|
%
|
|
9.58
|
%
|
|
|
||||||
Technology Solutions gross profit
|
247,267
|
|
|
192,688
|
|
|
28.3
|
%
|
|
471,990
|
|
|
358,831
|
|
|
31.5
|
%
|
||||
Technology Solutions gross margin
|
5.51
|
%
|
|
5.57
|
%
|
|
|
|
5.53
|
%
|
|
5.52
|
%
|
|
|
||||||
Concentrix gross profit
|
183,578
|
|
|
181,459
|
|
|
1.2
|
%
|
|
374,483
|
|
|
359,145
|
|
|
4.3
|
%
|
||||
Concentrix gross margin
|
37.37
|
%
|
|
37.67
|
%
|
|
|
|
|
37.49
|
%
|
|
37.42
|
%
|
|
|
|||||
Inter-segment elimination
|
(1,751
|
)
|
|
(1,902
|
)
|
|
|
|
(3,428
|
)
|
|
(3,948
|
)
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
(in thousands)
|
|
||||||||||||||||
Selling, general and administrative expenses
|
$
|
305,156
|
|
|
$
|
247,115
|
|
|
23.5
|
%
|
|
$
|
607,175
|
|
|
$
|
487,139
|
|
|
24.6
|
%
|
Percentage of revenue
|
6.14
|
%
|
|
6.28
|
%
|
|
|
|
6.37
|
%
|
|
6.54
|
%
|
|
|
||||||
Technology Solutions selling, general and administrative expenses
|
151,013
|
|
|
90,983
|
|
|
66.0
|
%
|
|
293,467
|
|
|
176,705
|
|
|
66.1
|
%
|
||||
Percentage of revenue
|
3.37
|
%
|
|
2.63
|
%
|
|
|
|
3.44
|
%
|
|
2.72
|
%
|
|
|
||||||
Concentrix selling, general and administrative expenses
|
155,894
|
|
|
158,034
|
|
|
(1.4
|
)%
|
|
317,136
|
|
|
314,404
|
|
|
0.9
|
%
|
||||
Percentage of revenue
|
31.73
|
%
|
|
32.81
|
%
|
|
|
|
31.75
|
%
|
|
32.76
|
%
|
|
|
||||||
Inter-segment elimination
|
(1,751
|
)
|
|
(1,902
|
)
|
|
|
|
(3,428
|
)
|
|
(3,970
|
)
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Operating income
|
$
|
123,938
|
|
|
$
|
125,130
|
|
|
(1.0
|
)%
|
|
$
|
235,870
|
|
|
$
|
226,889
|
|
|
4.0
|
%
|
Operating margin
|
2.49
|
%
|
|
3.18
|
%
|
|
|
|
2.48
|
%
|
|
3.04
|
%
|
|
|
||||||
Technology Solutions operating income
|
96,254
|
|
|
101,705
|
|
|
(5.4
|
)%
|
|
178,523
|
|
|
182,126
|
|
|
(2.0
|
)%
|
||||
Technology Solutions operating margin
|
2.15
|
%
|
|
2.94
|
%
|
|
|
|
2.09
|
%
|
|
2.80
|
%
|
|
|
||||||
Concentrix operating income
|
27,684
|
|
|
23,425
|
|
|
18.2
|
%
|
|
57,347
|
|
|
44,741
|
|
|
28.2
|
%
|
||||
Concentrix operating margin
|
5.64
|
%
|
|
4.86
|
%
|
|
|
|
5.74
|
%
|
|
4.66
|
%
|
|
|
||||||
Inter-segment eliminations
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
22
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest expense and finance charges, net
|
$
|
16,375
|
|
|
$
|
8,962
|
|
|
82.7
|
%
|
|
$
|
33,826
|
|
|
$
|
17,144
|
|
|
97.3
|
%
|
Percentage of revenue
|
0.33
|
%
|
|
0.22
|
%
|
|
|
|
0.36
|
%
|
|
0.22
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Other expense, net
|
$
|
1,446
|
|
|
$
|
206
|
|
|
601.9
|
%
|
|
$
|
2,624
|
|
|
$
|
529
|
|
|
396.0
|
%
|
Percentage of revenue
|
0.03
|
%
|
|
0.01
|
%
|
|
|
|
0.03
|
%
|
|
0.01
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
|
May 31, 2018
|
|
May 31, 2017
|
|
Percent Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Provision for income taxes
|
$
|
12,424
|
|
|
$
|
42,814
|
|
|
(71.0
|
)%
|
|
$
|
81,293
|
|
|
$
|
74,279
|
|
|
9.4
|
%
|
Percentage of income before income taxes
|
11.71
|
%
|
|
36.92
|
%
|
|
|
|
40.76
|
%
|
|
35.50
|
%
|
|
|
|
|
Three Months Ended
|
||||||
|
|
May 31, 2018
|
|
May 31, 2017
|
||||
|
|
(in thousands)
|
||||||
Days sales outstanding
|
|
|
|
|
||||
Revenue (products and services)
|
(a)
|
$
|
4,972,583
|
|
|
$
|
3,936,268
|
|
Accounts receivable, including receivable from related parties
|
(b)
|
2,712,711
|
|
|
1,787,437
|
|
||
Days sales outstanding
|
(c) = (b)/((a)/the number of days during the period)
|
50
|
|
|
42
|
|
||
|
|
|
|
|
||||
Days inventory outstanding
|
|
|
|
|
||||
Cost of revenue (products and services)
|
(d)
|
$
|
4,543,489
|
|
|
$
|
3,564,023
|
|
Inventories
|
(e)
|
2,129,779
|
|
|
2,112,590
|
|
||
Days inventory outstanding
|
(f) = (e)/((d)/the number of days during the period)
|
43
|
|
|
55
|
|
||
|
|
|
|
|
||||
Days payable outstanding
|
|
|
|
|
||||
Cost of revenue (products and services)
|
(g)
|
$
|
4,543,489
|
|
|
$
|
3,564,023
|
|
Accounts payable, including payable to related parties
|
(h)
|
2,287,954
|
|
|
1,706,408
|
|
||
Days payable outstanding
|
(i) = (h)/((g)/the number of days during the period)
|
46
|
|
|
44
|
|
||
|
|
|
|
|
||||
Cash conversion cycle
|
|
47
|
|
|
53
|
|
|
As of May 31, 2018
|
|
|
(in thousands)
|
|
MiTAC Holdings
(1)
|
4,998
|
|
Synnex Technology International Corp.
(2)
|
3,860
|
|
Total
|
8,858
|
|
(1)
|
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes
364
thousand shares directly held by Mr. Matthew Miau and
216
thousand shares indirectly held by Mr. 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
14.1%
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.
|
•
|
Our ability to successfully combine the businesses of SYNNEX and Convergys;
|
•
|
whether the combined businesses will perform as expected;
|
•
|
the reduction of our cash available for operations and other uses and the incurrence of indebtedness to finance the acquisition;
|
•
|
the assumption of known and unknown liabilities of Convergys.
|
•
|
integrating the companies’ technologies, products and services;
|
•
|
identifying and eliminating redundant and underperforming operations and assets;
|
•
|
harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
|
•
|
addressing possible differences in business backgrounds, corporate cultures and management philosophies;
|
•
|
consolidating the companies’ corporate, administrative and information technology infrastructure;
|
•
|
managing the movement of certain businesses and positions to different locations;
|
•
|
maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors;
|
•
|
consolidating offices of SYNNEX and Convergys that are currently in or near the same location.
|
•
|
We may experience negative reactions from the financial markets, including negative impacts on our stock price, and from our customers, vendors and employees;
|
•
|
We may be required to pay Convergys a fee of $12.35 million if our stockholders fail to approve the issuance of SYNNEX stock in connection with the Merger;
|
•
|
We will be required to pay certain transaction expenses and other costs relating to the Merger, whether or not the Merger is completed;
|
•
|
the Merger Agreement places certain restrictions on the conduct of our business prior to completion of the Merger; and
|
•
|
matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
March 1, 2018 to March 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
299,845,981
|
|
April 1, 2018 to April 30, 2018
|
|
410,000
|
|
|
$
|
101.68
|
|
|
410,000
|
|
|
$
|
258,157,002
|
|
May 1, 2018 to May 31, 2018
|
|
40,000
|
|
|
$
|
103.56
|
|
|
40,000
|
|
|
$
|
254,014,735
|
|
|
|
450,000
|
|
|
$
|
101.85
|
|
|
450,000
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3†
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
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/ Dennis Polk
|
|
|
|
Dennis Polk
|
|
|
|
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)
|
|
Very truly yours,
SYNNEX Corporation
|
||
|
|
|
By:
|
|
/s/Dennis Polk
|
|
|
Dennis Polk
President and Chief Executive Officer
|
/s/Kevin Murai
|
Kevin Murai
|
LENDERS:
|
BANK OF AMERICA, N.A.,
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Dennis Polk
|
|
Dennis Polk
|
|
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/ Dennis Polk
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Dennis Polk
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/s/ Marshall W. Witt
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Marshall W. Witt
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