Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are exposed to foreign currency risk in the ordinary course of business. We manage cash flow exposures for our major countries and the foreign currency impact of assets and liabilities denominated in non-functional currencies using a combination of forward contracts. Principal currencies hedged are the Philippine Peso, Indian Rupee, Euro, Canadian Dollar, Japanese Yen, British Pound and Chinese Yuan. We do not hold or issue derivative financial instruments for trading purposes.
The following table presents the hypothetical changes in fair values of our outstanding foreign currency derivative instruments as of November 30, 2020 and 2019, arising from an instantaneous strengthening or weakening of the U.S. dollar by 5%, 10% and 15% (in thousands).
Loss on Derivative Instruments Given a
Weakening of U.S. dollar by X Percent
Gain (Loss)
Assuming No
Change in
Exchange Rate
Gain on Derivative Instruments Given a
Strengthening of U.S. dollar by X Percent
15%
10%
5%
5%
10%
15%
Forward contracts at
November 30, 2020
$
262,969
$
187,375
$
119,730
$
58,842
$
3,747
$
(46,345
)
$
(90,519
)
Forward contracts at
November 30, 2019
$
231,880
$
156,971
$
89,117
$
27,256
$
(29,477
)
$
(81,785
)
$
(129,773
)
We applied hedge accounting to our long-term forward contracts which would reduce the variability of cash flows denominated in foreign currencies. We served many of our clients in our Concentrix segment using service delivery centers in other geographies. As a result, the contracts with these clients are typically priced in one currency, while a substantial portion of the costs incurred to deliver services under these contracts are denominated in the local currency of the country where services are provided, which represents a foreign exchange exposure. The change in the value of these forward contracts would be expected to offset a corresponding foreign currency change in forecasted hedged revenues or cost when recognized. All of the long-term forward contracts were related to the Concentrix segment and upon completion of the Separation no longer represent a risk to us.
All other foreign exchange contracts have typical maturities of twelve months or less and are executed to protect us against foreign currency exposure pertaining to receivables, payables and intercompany transactions that are denominated in currencies different from the functional currencies of the respective entities. These contracts are marked-to-market and any material gains and losses on our hedge contracts resulting from a hypothetical, instantaneous change in the strength of the U.S. dollar would be significantly offset by mark-to-market gains and losses on the corresponding assets and liabilities being hedged.
Interest Rate Risk
Our exposure to changes in interest rates relates primarily to our outstanding debt obligations which have floated relative to major interest rate benchmarks in the United States, Canada and Japan. We are most sensitive to fluctuations in U.S. interest rates, changes which affect the costs associated with hedging and interest paid on our debt.
To manage interest rate risk on the U.S. dollar-denominated floating-rate debt, we have entered into interest rate swaps with aggregate notional amounts of $1.6 billion and $2.0 billion as of November 30, 2020 and 2019 respectively, which effectively converted a portion of the floating rate debt to a fixed interest rate. Substantially, all of our interest rate swaps are accounted as cash flow hedges. A 15% variation in our interest rates would not have a material impact on the fair value of our swaps.
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The following tables present hypothetical interest expense related to our outstanding borrowings with variable interest rates (after considering the impact of the above mentioned swaps) for the years ended November 30, 2020 and 2019 , arising from hypothetical parallel shifts in the respective countries’ yield curves, of plus or minus 5%, 10% and 15% (in thousands).
Interest Expense Given an Interest
Rate Decrease by X Percent
Actual Interest
Expense Assuming
No Change in
Interest Rate
Interest Expense Given an Interest
Rate Increase by X Percent
15%
10%
5%
5%
10%
15%
SYNNEX US
$
112,255
$
112,716
$
113,177
$
113,638
$
114,099
$
114,560
$
115,021
SYNNEX Canada
812
816
819
823
826
830
834
SYNNEX Japan
1,718
1,721
1,724
1,727
1,730
1,733
1,736
Total for the year ended
November 30, 2020
$
114,785
$
115,253
$
115,720
$
116,188
$
116,655
$
117,123
$
117,591
Interest Expense Given an Interest
Rate Decrease by X Percent
Actual Interest
Expense Assuming
No Change in
Interest Rate
Interest Expense Given an Interest
Rate Increase by X Percent
15%
10%
5%
5%
10%
15%
SYNNEX US
$
145,869
$
149,180
$
152,490
$
155,801
$
159,111
$
162,422
$
165,732
SYNNEX Canada
686
690
695
699
703
708
712
SYNNEX Japan
1,125
1,130
1,135
1,141
1,146
1,152
1,157
Total for the year ended
November 30, 2019
$
147,680
$
151,000
$
154,320
$
157,641
$
160,960
$
164,282
$
167,601
Equity Price Risk
The equity price risk associated with our marketable equity securities as of November 30, 2020 and 2019 is not material in relation to our consolidated financial position, results of operations or cash flows. Marketable equity securities include shares of common stock and are recorded at fair market value based on quoted market prices. Gains and losses on marketable equity securities are included in earnings.
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Item 8. Financial Statemen ts and Supplementary Data
INDEX
Page
Consolidated Financial Statements of SYNNEX Corporation
Management’s Report on Internal Control over Financial Reporting
45
Report of Independent Registered Public Accounting Firm
46
Consolidated Balance Sheets as of November 30, 2020 and 2019
48
Consolidated Statements of Operations for Fiscal Years Ended November 30, 2020, 2019 and 2018
49
Consolidated Statements of Comprehensive Income for Fiscal Years Ended November 30, 2020, 2019 and 2018
50
Consolidated Statements of Stockholders’ Equity for Fiscal Years Ended November 30, 2020, 2019 and 2018
51
Consolidated Statements of Cash Flows for Fiscal Years Ended November 30, 2020, 2019 and 2018
52
Notes to Consolidated Financial Statements
53
Selected Quarterly Consolidated Financial Data (Unaudited)
85
Financial Statement Schedule
Schedule II: Valuation and Qualifying Accounts for Fiscal Years Ended November 30, 2020, 2019 and 2018
86
Financial statement schedules not listed above are either omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or in the Notes thereto.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, our management concludes that, as of November 30, 2020, our internal control over financial reporting was effective at the reasonable assurance level based on those criteria.
The effectiveness of our internal control over financial reporting as of November 30, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page 46 of this Report.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
SYNNEX Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of SYNNEX Corporation and subsidiaries (the Company) as of November 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended November 30, 2020, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of November 30, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended November 30, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases as of December 1, 2019 due to the adoption of Financial Accounting Standards Board’s Accounting Standards Codification Topic 842, Leases .
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sufficiency of audit evidence over revenue
As discussed in Note 11 to the consolidated financial statements, and presented in the consolidated statements of operations, the Company reported revenue of $24,675,563 thousand for the fiscal year ended November 30, 2020.
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. The geographical dispersion of distribution and administrative facilities and employees providing revenue generating services required especially subjective auditor judgment in determining the nature and extent of procedures to perform and in evaluating those procedures.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of the locations at which those procedures were to be performed. At each location selected, we performed the following procedures. We evaluated the design and tested the operating effectiveness of certain internal controls related to the recognition of revenue. We tested samples of revenue transactions during the year by comparing the amounts recognized by the Company to relevant underlying documentation such as contracts, shipping documents, or other third-party evidence. We investigated a selection of journal entries that were made by the Company to adjust revenue. We evaluated the sufficiency of the audit evidence obtained over revenue by assessing the results of the procedures performed, including the appropriateness of the determination of locations to perform procedures.
Separation of Concentrix Corporation in a tax-free transaction
As discussed in Note 1 and Note 17 to the consolidated financial statements, the separation of Concentrix Corporation, a wholly-owned subsidiary of the Company, into a separately publicly-traded company was completed in a tax-free transaction on December 1, 2020. The Company received a favorable opinion from a third-party with respect to the tax-free nature of the transaction for federal income tax purposes.
We identified the evaluation of the tax-free status relating to the separation of Concentrix Corporation as a critical audit matter. Complex auditor judgment, including the involvement of tax professionals with specialized skills and knowledge, was required to evaluate the Company’s interpretation and application of tax law.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the determination of the tax-free status of the transaction. This included controls related to the Company’s interpretation and application of relevant tax law and determination of tax-free status. We involved tax professionals with specialized skills and knowledge who assisted in reading the favorable opinion and basis of conclusions received by the Company from a third-party and performing an evaluation of the tax treatment of the transaction to assess the Company’s interpretation and application of relevant tax law.
/s/ KPMG LLP
We have served as the Company’s auditor since 2012.
Santa Clara, California
January 28, 2021
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SYNNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(currency and share amounts in thousands, except par value)
November 30,
2020
November 30,
2019
ASSETS
Current assets:
Cash and cash equivalents
$
1,564,672
$
225,529
Accounts receivable, net
3,870,789
3,926,709
Receivables from vendors, net
286,327
368,505
Inventories
2,684,530
2,547,224
Other current assets
362,808
385,024
Total current assets
8,769,127
7,452,992
Property and equipment, net
609,294
569,899
Goodwill
2,259,935
2,254,402
Intangible assets, net
985,006
1,162,212
Deferred tax assets
87,059
97,539
Other assets, net
758,169
160,917
Total assets
$
13,468,590
$
11,697,960
LIABILITIES AND EQUITY
Current liabilities:
Borrowings, current
$
158,715
$
298,969
Accounts payable
3,891,815
3,149,443
Accrued compensation and benefits
522,790
402,771
Other accrued liabilities
989,684
723,716
Income taxes payable
67,088
32,223
Total current liabilities
5,630,092
4,607,122
Long-term borrowings
2,608,061
2,718,267
Other long-term liabilities
732,182
361,911
Deferred tax liabilities
159,396
222,210
Total liabilities
9,129,731
7,909,510
Commitments and contingencies ( Note 16 )
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, 53,671 and 53,154 shares issued as of November 30, 2020 and 2019, respectively
54
53
Additional paid-in capital
1,591,536
1,545,421
Treasury stock, 2,538 and 2,399 shares as of November 30, 2020 and 2019, respectively
( 191,216
)
( 172,627
)
Accumulated other comprehensive income (loss)
( 194,571
)
( 209,077
)
Retained earnings
3,133,058
2,624,680
Total stockholders' equity
4,338,860
3,788,450
Total liabilities and equity
$
13,468,590
$
11,697,960
(Amounts may not add due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(currency and share amounts in thousands, except per share amounts)
Fiscal Years Ended November 30,
2020
2019
2018
Revenue:
Products
$
19,976,885
$
19,069,966
$
17,323,078
Services
4,698,678
4,687,327
2,444,867
Total revenue
24,675,563
23,757,293
19,767,945
Cost of revenue:
Products
( 18,783,042
)
( 17,912,711
)
( 16,326,576
)
Services
( 3,044,916
)
( 2,946,664
)
( 1,514,470
)
Gross profit
2,847,604
2,897,917
1,926,899
Selling, general and administrative expenses
( 2,017,502
)
( 2,084,156
)
( 1,376,664
)
Operating income
830,103
813,761
550,236
Interest expense and finance charges, net
( 127,336
)
( 166,421
)
( 84,675
)
Other income (expense), net
1,276
30,363
( 8,984
)
Income before income taxes
704,042
677,703
456,577
Provision for income taxes
( 174,882
)
( 176,991
)
( 156,596
)
Net income
$
529,160
$
500,712
$
299,981
Earnings per common share:
Basic
$
10.28
$
9.79
$
7.21
Diluted
$
10.21
$
9.74
$
7.17
Weighted-average common shares outstanding:
Basic
50,900
50,669
41,215
Diluted
51,237
50,936
41,451
(Amounts may not add due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(currency in thousands)
Fiscal Years Ended November 30,
2020
2019
2018
Net income
$
529,160
$
500,712
$
299,981
Other comprehensive income (loss):
Change in unrealized losses of defined benefit plans, net of taxes of $ 3,749 , $ 5,909 and $ 0 for fiscal years ended November 30, 2020, 2019 and 2018, respectively.
( 8,500
)
( 27,312
)
( 2,989
)
Reclassification of net (gains) losses to net income, net of tax of $ 0 for fiscal years ended November 30, 2020, 2019 and 2018.
( 300
)
1,791
2,039
Total change in unrealized losses of defined benefit plans, net of taxes
( 8,800
)
( 25,521
)
( 950
)
Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $ 3,981 , $ 15,083 and $( 6,532 ) for fiscal years ended November 30, 2020, 2019 and 2018, respectively.
( 16,405
)
( 52,714
)
19,638
Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of ($ 880 ), $ 3,792 and $ 1,150 for fiscal years ended November 30, 2020, 2019 and 2018, respectively.
3,190
( 11,138
)
( 3,104
)
Total change in unrealized gains (losses) on cash flow hedges, net of taxes
( 13,215
)
( 63,852
)
16,534
Foreign currency translation adjustments, net of taxes of $ 603 , $ 1,767 and $ 274 for fiscal years ended November 30, 2020, 2019 and 2018, respectively
36,521
8,539
( 79,953
)
Other comprehensive income (loss)
14,506
( 80,834
)
( 64,369
)
Comprehensive income
$
543,666
$
419,878
$
235,612
(Amounts may not add due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(currency and share amounts in thousands)
Common stock
Additional
paid-in
Treasury stock
Accumulated
other
comprehensive
Retained
Shares
Amount
capital
Shares
Amount
income (loss)
earnings
Total stockholders' equity
Balances, November 30, 2017
41,092
$
41
$
467,948
1,419
$
( 77,133
)
$
( 61,919
)
$
1,958,361
$
2,287,298
Share-based compensation
—
—
22,678
—
—
—
—
22,678
Issuance of common stock on exercise of options, for employee
stock purchase plan and vesting of restricted stock, net of
shares withheld for employee taxes
258
—
4,924
68
( 6,413
)
—
—
( 1,489
)
Repurchases of common stock
—
—
—
680
( 65,987
)
—
—
( 65,987
)
Cash dividends declared
—
—
—
—
—
—
( 59,720
)
( 59,720
)
Common stock issued for the acquisition of Convergys, net of
stock issuance costs
11,511
12
1,016,652
—
—
—
—
1,016,664
Other comprehensive income (loss)
—
—
—
—
—
( 64,369
)
—
( 64,369
)
Net income
—
—
—
—
—
—
299,981
299,981
Balances, November 30, 2018
52,861
53
1,512,201
2,167
( 149,533
)
( 126,288
)
2,198,621
3,435,054
Share-based compensation
—
—
27,959
—
—
—
—
27,959
Issuance of common stock on exercise of options, for employee
stock purchase plan and vesting of restricted stock, net of
shares withheld for employee taxes
293
—
5,367
72
( 7,911
)
—
—
( 2,544
)
Repurchases of common stock
—
—
—
160
( 15,184
)
—
—
( 15,184
)
Cash dividends declared
—
—
—
—
—
—
( 76,607
)
( 76,607
)
Other comprehensive income (loss)
—
—
—
—
—
( 80,834
)
—
( 80,834
)
Cumulative effect of changes in accounting principles
—
—
—
—
—
( 1,955
)
1,955
—
Stock issuance costs (related to the Convergys acquisition in fiscal year 2018)
—
—
( 107
)
—
—
—
—
( 107
)
Net income
—
—
—
—
—
—
500,712
500,712
Balances, November 30, 2019
53,154
53
1,545,421
2,399
( 172,627
)
( 209,077
)
2,624,680
3,788,450
Share-based compensation
—
—
33,202
—
—
—
—
33,202
Issuance of common stock on exercise of options, for employee
stock purchase plan and vesting of restricted stock, net of
shares withheld for employee taxes
517
1
12,913
104
( 15,184
)
—
—
( 2,270
)
Repurchases of common stock
—
—
—
35
( 3,405
)
—
—
( 3,405
)
Cash dividends declared
—
—
—
—
—
—
( 20,782
)
( 20,782
)
Other comprehensive income (loss)
—
—
—
—
—
14,506
—
14,506
Net income
—
—
—
—
—
—
529,160
529,160
Balances, November 30, 2020
53,671
$
54
$
1,591,536
2,538
$
( 191,216
)
$
( 194,571
)
$
3,133,058
$
4,338,860
(Amounts may not add due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(currency in thousands)
Fiscal Years Ended November 30,
2020
2019
2018
Cash flows from operating activities:
Net income
$
529,160
$
500,712
$
299,981
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
341,637
372,108
225,287
Share-based compensation
33,202
27,959
22,678
Provision for doubtful accounts
49,281
34,911
7,246
Deferred income taxes
( 48,992
)
( 18,189
)
( 47,072
)
Contingent consideration
—
( 19,034
)
—
Unrealized foreign exchange (gains) losses
6,406
1,521
8,867
Convertible debt conversion option fair value and extinguishment (gains) losses
—
1,559
( 9,996
)
Other
12,158
9,719
( 2,310
)
Changes in operating assets and liabilities, net of acquisition of businesses:
Accounts receivable, net
12,691
( 326,681
)
( 451,188
)
Receivables from vendors, net
79,842
( 26,389
)
( 63,831
)
Inventories
( 128,786
)
( 153,134
)
( 366,392
)
Accounts payable
685,014
98,392
381,970
Other operating assets and liabilities
262,753
46,465
95,466
Net cash provided by operating activities
1,834,366
549,919
100,706
Cash flows from investing activities:
Proceeds from maturity of held-to-maturity investments
—
—
5,680
Proceeds from sale of trading investments
—
—
12,893
Purchases of property and equipment
( 197,965
)
( 137,423
)
( 125,305
)
Acquisition of businesses (primarily Convergys), net of cash acquired
( 5,560
)
( 9,427
)
( 1,069,946
)
Other
( 5,970
)
13
( 2,914
)
Net cash used in investing activities
( 209,495
)
( 146,837
)
( 1,179,592
)
Cash flows from financing activities:
Proceeds from borrowings, net of debt discount and issuance costs ($ 8,521 , $ 22 and $ 9,187 in fiscal years ended November 30, 2020, 2019 and 2018, respectively)
5,148,636
7,503,576
10,060,449
Repayments of borrowings
( 5,411,247
)
( 8,024,961
)
( 8,930,165
)
Dividends paid
( 20,782
)
( 76,607
)
( 59,720
)
Increase (decrease) in book overdraft
( 2,627
)
( 1,908
)
( 1,028
)
Repurchases of common stock
( 3,405
)
( 15,184
)
( 65,987
)
Proceeds from issuance of common stock
12,913
5,367
4,924
Repurchases of common stock for tax withholdings on equity awards
( 15,184
)
( 7,911
)
( 6,413
)
Settlement of contingent consideration
—
( 13,966
)
—
Other
—
( 107
)
( 914
)
Net cash provided by (used in) financing activities
( 291,696
)
( 631,701
)
1,001,146
Effect of exchange rate changes on cash, cash equivalents and restricted cash
4,545
( 2,265
)
( 16,969
)
Net increase (decrease) in cash, cash equivalents and restricted cash
1,337,721
( 230,884
)
( 94,709
)
Cash, cash equivalents and restricted cash at beginning of year
231,149
462,033
556,742
Cash, cash equivalents and restricted cash at end of year
$
1,568,870
$
231,149
$
462,033
Supplemental disclosures of cash flow information:
Interest paid on borrowings
$
120,896
$
156,261
$
88,645
Income taxes paid
$
179,707
$
236,493
$
144,705
Supplemental disclosure of non-cash investing activities:
Fair value of common stock issued for acquisition of Convergys business
$
—
$
—
$
1,017,329
Accrued costs for property and equipment purchases
$
9,651
$
10,117
$
4,186
(Amounts may not add due to rounding)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(currency and share amounts in thousands, except per share amounts)
NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION:
SYNNEX Corporation (together with its subsidiaries, herein referred to as “SYNNEX” or the “Company”) is a leading provider of a comprehensive range of distribution, systems design and integration solutions for the technology industry, headquartered in Fremont, California and has operations in North and South America, Asia-Pacific, Europe and Africa.
On December 1, 2020 , the Company completed the previously announced separation of its customer experience services business (the “Separation”), in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred per cent of the outstanding common stock of Concentrix Corporation (“Concentrix”) to SYNNEX stockholders as of the close of business on November 17, 2020 , the record date for the distribution. SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. The Company distributed 51,602 shares of Concentrix common stock to its stockholders. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market . After the Separation, SYNNEX does not beneficially own any shares of Concentrix’ common stock. The historical results of operations and the financial position of Concentrix are included in the consolidated financial statements of SYNNEX for each of the fiscal years included in this report and will be reported as discontinued operations beginning in the first quarter of fiscal year 2021. Beginning December 1, 2020, the Company will no longer be consolidating Concentrix within its financial results or reflect the financial results of Concentrix within its continuing results of operations.
In connection with the Separation, the Company and Concentrix have entered into a separation and distribution agreement as well as various other agreements that provide a framework for the relationships between the parties going forward, including among others an employee matters agreement, a tax matters agreement, and a commercial agreement, pursuant to which Concentrix will continue to provide services to SYNNEX following the Separation .
The Company has two reportable segments: Technology Solutions and Concentrix. The Technology Solutions segment distributes a broad range of information technology (“IT”) systems and products and also provides systems design and integration solutions. The Concentrix segment offers a portfolio of technology-infused strategic solutions and end-to-end global business outsourcing services focused on customer experience, process optimization, technology innovation, front and back-office automation and business transformation to clients in five primary industry verticals.
Certain columns and rows may not add due to the use of rounded numbers.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. The Company evaluates these estimates on a regular basis and bases them on historical experience and on various assumptions that the Company believes are reasonable. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and work force participation and created volatility and disruption of financial markets, the impact of which was most acute during the second quarter of fiscal year 2020. As of November 30, 2020, due to the ongoing impact of the COVID-19 pandemic on the Company’s business, many of the estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change in future periods. Actual results could differ from the estimates.
Principles of consolidation
The Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, majority-owned subsidiaries in which no substantive participating rights are held by minority stockholders and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated.
The Consolidated Financial Statements include 100 % of the assets and liabilities of majority-owned subsidiaries. Investments in 20 % through 50 % owned affiliated companies are accounted under the equity method where the Company exercises significant influence over operating and financial affairs of the investee and is not the primary beneficiary. Investments in less than 20 % owned companies, where the Company does not have significant influence, are recorded at cost or fair value based on whether the equity securities have readily determinable fair values.
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Segment reporting
Operating segments are based on components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resource allocation and performance and (b) for which discrete financial information is available. The Company has two reportable segments: Technology Solutions and Concentrix. The Technology Solutions segment represents an aggregation of the Technology Solutions United States, Canada, Japan and Latin America operating segments.
The Technology Solutions segment distributes peripherals, IT systems, including data center servers, system components, software, networking, communications and security equipment, consumer electronics (“CE”) and complementary products to a variety of customers, including value-added resellers, system integrators and retailers. The segment also designs and integrates data center equipment built specific to the customers' data center environment.
The Concentrix segment offers a range of technology-infused global business outsourcing services focused on customer experience, process optimization and front and back-office automation to clients in five industry verticals. The portfolio of services offered comprises end-to-end process outsourcing services that are delivered through omni-channels including both voice and non-voice.
Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash equivalents consist principally of money market deposit accounts and money market funds that are stated at cost, which approximates fair value. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash balances with financial institutions are in excess of amounts that are insured.
Allowance for doubtful accounts
The allowance for doubtful accounts is an estimate to cover the losses resulting from uncertainty regarding collections from customers or original equipment manufacturer (“OEM”) vendors to make payments for outstanding balances. In estimating the required allowance, the Company takes into consideration the overall quality and aging of the accounts receivable, credit evaluations of customers’ financial condition and existence of credit insurance. The Company also evaluates the collectability of accounts receivable based on specific customer or OEM vendor circumstances, current economic trends, historical experience with collections and any value and adequacy of collateral received from customers.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is computed based on the weighted-average method. Inventories are comprised of finished goods and work-in-process. Finished goods include products purchased for resale, system components purchased for both resale and for use in the Company’s systems design and integration business, and completed systems. Work-in-process inventories are not material to the Consolidated Financial Statements.
Derivative Financial Instruments
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value.
For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of “Accumulated other comprehensive income (loss)” in stockholders’ equity and reclassified into earnings in the same line associated with the forecasted transactions, in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.
For derivative instruments that are not designated as hedges, gains and losses on derivative instruments are reported in the Consolidated Statements of Operations in the current period.
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Property and equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based upon the shorter of the estimated useful lives of the assets, or the lease term of the respective assets, if applicable. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized. The ranges of estimated useful lives for property and equipment categories are as follows:
Equipment and Furniture
3 - 10 years
Software
3 - 7 years
Leasehold improvements
2 - 15 years
Buildings and building improvements
10 - 40 years
Business Combinations
The purchase price is allocated to the assets acquired, liabilities assumed, and noncontrolling interests in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and noncontrolling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired entity and the Company and the value of the acquired assembled workforce, neither of which qualify for recognition as an intangible asset. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The Company includes the results of operations of the acquired business in the Consolidated Financial Statements prospectively from the date of acquisition. Acquisition-related charges are recognized separately from the business combination and are expensed as incurred. These charges primarily include direct third-party professional and legal fees, and integration-related costs.
Goodwill and intangible assets
The values assigned to intangible assets are based on estimates and judgment regarding expectations for the success and life cycle of products and technologies and length of customer relationships acquired in a business combination. Purchased intangible assets are amortized over the useful lives based on estimates of the use of the economic benefit of the asset or on the straight-line amortization method.
The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination and tests for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that it may be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows; and other relevant entity-specific events and information.
If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a business through an analysis of sales and other multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, future economic conditions, and other relevant factors. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss. No goodwill impairment has been identified for any of the years presented.
Intangible assets consist primarily of customer relationships and lists, vendor lists, technology and trade names. Amortization is based on the pattern in which the economic benefits of the intangible assets will be consumed or on a straight line basis when the consumption pattern is not apparent over the following useful lives:
Customer relationships and lists
4 - 15 years
Vendor lists
10 years
Technology
5 years
Other intangible assets
1 - 10 years
Impairment of long-lived assets
The Company reviews the recoverability of its long-lived assets, such as intangible assets, property and equipment and certain other assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be
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recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value.
Leases
The Company enters into leases as a lessee for property and equipment in the ordinary course of business. When procuring goods or services, or upon entering into a contract with its customers and clients, the Company determines whether an arrangement contains a lease at its inception. As part of that evaluation, the Company considers whether there is an implicitly or explicitly identified asset in the arrangement and whether the Company, as the lessee, or the customer, if the Company is the lessor, has the right to control the use of that asset. Effective December 1, 2019 , when the Company is the lessee, all leases with a term of more than 12 months are recognized as right-of-use (“ROU”) assets and associated lease liabilities in the Consolidated Balance Sheet. Lease liabilities are recorded at the lease commencement date and determined using the present value of the lease payments not yet paid, at the Company’s incremental borrowing rate, which approximates the rate at which the Company would borrow on a secured basis in the country where the lease was executed. The interest rate implicit in the lease is generally not determinable in transactions where the Company is the lessee. The ROU asset equals the lease liability adjusted for any initial direct costs, prepaid rent and lease incentives. The Company’s variable lease payments generally relate to payments tied to various indexes, non-lease components and payments above a contractual minimum fixed amount.
Operating leases are included in other assets, net, other accrued liabilities and other long-term liabilities in the Consolidated Balance Sheet. Finance leases are included in property and equipment, net, borrowings, current and long-term borrowings in the Consolidated Balance Sheet. Substantially all of the Company's leases are classified as operating leases. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company made a policy election to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheet. Lease expenses are recorded within selling, general, and administrative expenses in the Consolidated Statements of Operations. Operating lease payments are presented within “Cash flows from operating activities” in the Consolidated Statements of Cash Flows.
For all asset classes, the Company has elected the lessee practical expedient to combine lease and non-lease components (e.g., maintenance services) and account for the combined unit as a single lease component. Variable lease payments are recognized in the period in which the obligation for those payments is incurred.
Concentration of credit risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative instruments.
The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing, and their compositions and maturities are regularly monitored by management. Through November 30, 2020, the Company has not experienced any credit losses on such deposits and derivative instruments.
Accounts receivable include amounts due from customers, including related party customers. Receivables from vendors, net, includes amounts due from OEM vendors primarily in the technology industry. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. The Company also maintains allowances for potential credit losses. In estimating the required allowances, the Company takes into consideration the overall quality and aging of its receivable portfolio, the existence of a limited amount of credit insurance and specifically identified customer and vendor risks. Through November 30, 2020, such losses have been within management’s expectations.
One customer accounted for 19 % of the Company’s consolidated revenue in fiscal years 2020 and 2019 and 17 % of the Company’s consolidated revenue in fiscal year 2018. Products purchased from the Company’s largest OEM supplier, HP Inc., accounted for approximately 12 % of the Company’s consolidated revenue during fiscal years 2020 and 2019 and approximately 13 % of consolidated revenue during fiscal year 2018.
As of November 30, 2020 and 2019, one customer comprised 11 % and 19 %, respectively, of the consolidated accounts receivable balance.
Book overdrafts
Book overdrafts, representing checks issued in excess of balances on deposit in the applicable bank accounts and which have not been paid by the applicable bank at the balance sheet date are classified as “Borrowings, current” in the Company’s Consolidated Balance Sheets. Under the terms of the Company’s banking arrangements, the respective financial institutions are not legally obligated to honor the book overdraft balances. The Company’s policy is to report the change in book overdrafts as a financing activity in the Consolidated Statements of Cash Flows.
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Revenue recognition
The Company generates revenue primarily from (i) the sale of various IT products through its Technology Solutions business unit and (ii) the provision of business outsourcing services focused on customer experience through its Concentrix business unit.
Products revenue represents revenue from the Company’s Technology Solutions segment and services revenue represents revenue from the Company’s Concentrix segment.
Technology Solutions
The Company recognizes revenues from the sale of IT hardware and software as control is transferred to customers, which is at the point in time when the product is shipped or delivered. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Binding purchase orders from customers together with agreement to the Company's terms and conditions of sale by way of an executed agreement or other signed documents are considered to be the contract with a customer. Products sold by the Company are delivered via shipment from the Company’s facilities, drop-shipment directly from the vendor, or by electronic delivery of software products. In situations where arrangements include customer acceptance provisions, revenue is recognized when the Company can objectively verify the products comply with specifications underlying acceptance and the customer has control of the products. Revenue is presented net of taxes collected from customers and remitted to government authorities. The Company generally invoices a customer upon shipment, or in accordance with specific contractual provisions. Payments are due as per contract terms and do not contain a significant financing component.
Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. A liability is recorded at the time of sale for estimated product returns based upon historical experience and an asset is recognized for the amount expected to be recorded in inventory upon product return. These provisions are reviewed and adjusted periodically by the Company. Revenue is reduced for early payment discounts and volume incentive rebates offered to customers, which are considered variable consideration, at the time of sale based on an evaluation of the contract terms and historical experience.
The Company recognizes revenue on a net basis on certain contracts, where the Company’s performance obligation is to arrange for the products or services to be provided by another party or the rendering of logistics services for the delivery of inventory for which the Company does not assume the risks and rewards of ownership , by recognizing the margins earned in revenue with no associated cost of revenue. Such arrangements, which are not material to the Company’s consolidated revenue or its “Products” or “Services” revenue, include supplier service contracts, post-contract software support services and extended warranty contracts.
The Company considers shipping and handling activities as costs to fulfill the sale of products. Shipping revenue is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of products sold.
Concentrix
The Company recognizes revenue from services contracts over time as the promised services are delivered to clients for an amount that reflects the consideration to which the Company is entitled in exchange for those services. The Company accounts for a contract with a customer when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is presented net of taxes collected from customers and remitted to government authorities. The Company generally invoices a customer after performance of services or in accordance with specific contractual provisions. Service contracts may be based on a fixed price or on a fixed unit-price per transaction or other objective measure of output. The Company determines whether the services performed during the initial phases of an arrangement, such as setup activities, are distinct. In most cases, the arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company records deferred revenue attributable to certain process transition, setup activities where such activities do not represent separate performance obligations. Billings related to such transition activities are classified under contract liabilities and subsequently recognized ratably over the period in which the related services are performed. The Company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the distinct periods of service based on usage. As a result, revenue is generally recognized over the period the services are provided on a usage basis. This results in revenue recognition that corresponds with the benefit to the client of the services transferred to date relative to the remaining services promised. Revenue on fixed price contracts is recognized on a straight-line basis over the term of the contract as services are provided. Revenue on unit-price transactions is recognized using an objective measure of output including staffing hours or the number of transactions processed by service agents. Client contract terms can range from less than one year to more than five years. The Company generally invoices a customer after performance of services, or in accordance with specific contractual provisions. Payments are due as per contract terms and do not contain a significant financing component.
Certain client contracts include incentive payments from the customer upon achieving certain agreed-upon service levels and performance metrics or service level agreements that could result in credits or refunds to the client. Revenue relating to such
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arrangements is accounted for as variable consideration when the likely amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur.
Deferred revenue contract liabilities and deferred costs to obtain or fulfill a contract are not material. Disaggregated revenue disclosure is presented in Note 11 .
Cost of Revenue
Cost of products revenue represents cost of the Company’s Technology Solutions segment and cost of services revenue represents cost of the Company’s Concentrix segment.
Technology Solutions
Cost of revenue includes the product price paid to OEM suppliers, net of any incentives, rebates, price protection and purchase discounts received from the OEM suppliers. Cost of revenue also consists of provisions for inventory losses and write-downs, shipping and handling costs and royalties due to OEM vendors. In addition, cost of revenue includes the cost of materials, labor and overhead and warranty for design and integration activities.
Concentrix
Recurring direct operating costs for services are recognized as incurred. Cost of services revenue consists primarily of personnel costs. Where a contract requires an up-front investment, which typically includes transition and set-up costs related to systems and processes, these amounts are deferred and amortized on a straight-line basis over the expected period of benefit, not to exceed the fixed term of the contract. The Company performs periodic reviews to assess the recoverability of deferred contract transition and setup costs. This review is done by comparing the estimated minimum remaining undiscounted cash flows of a contract to the unamortized contract costs. If such minimum undiscounted cash flows are not sufficient to recover the unamortized costs, an impairment loss is recognized for the difference between the estimated fair value and the carrying value. If a cash flow deficiency remains after reducing the carrying amount of the deferred costs, the Company evaluates any remaining long-lived assets related to that contract for impairment.
Selling, General and Administrative expenses
Selling, general and administrative expenses are charged to income as incurred. Expenses of promoting and selling products and services are classified as selling expense and include such items as compensation, sales commissions and travel. General and administrative expenses include such items as compensation, cost of warehouse, delivery centers and other non-integration facilities, legal and professional costs, office supplies, non-income taxes, insurance and utility expenses. In addition, selling, general and administrative expenses include other operating items such as allowances for credit losses, depreciation and amortization of non-technology related intangible assets.
OEM supplier programs
Funds received from OEM suppliers for volume promotion programs, price protection and product rebates are recorded as adjustments to cost of revenue and/or the carrying value of inventories, as appropriate. Where there is a binding agreement, the Company tracks vendor promotional programs for volume discounts on a program-by-program basis and records them as a reduction to cost of revenue based on a systematic and rational allocation. The Company monitors the balances of vendor receivables on a quarterly basis and adjusts the balances due for differences between expected and actual sales volume. Vendor receivables are generally collected through reductions authorized by the vendor to accounts payable. Funds received for specific marketing and infrastructure reimbursements, net of related costs, are recorded as adjustments to “Selling, general and administrative expenses,” and any excess reimbursement amount is recorded as an adjustment to cost of revenue.
Royalties
The Company’s software product purchases include products licensed from OEM vendors, which are subsequently distributed to resellers. Royalties to OEM vendors are accrued and recorded in cost of revenue when software products are shipped and revenue is recognized.
Warranties
The Company’s OEM suppliers generally warrant the products distributed by the Company and allow returns of defective products. The Company generally does not independently warrant the products it distributes; however, the Company does warrant the following: (1) products that it builds to order from components purchased from other sources; and (2) its services with regard to products that it assembles for its customers. Warranty expense and the accrual for warranty costs were not material to the Company’s Consolidated Financial Statements for any of the periods presented.
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Advertising
Costs related to advertising and product promotion expenditures are charged to “Selling, general and administrative expenses” as incurred and are primarily offset by OEM marketing reimbursements. Net costs related to advertising and promotion expenditures were not material to the Company’s Consolidated Financial Statements for any of the periods presented.
Income taxes
The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and laws that will be in effect when the difference is expected to reverse. Tax on global low-taxed intangible income is accounted for as a current expense in the period in which the income is includable in a tax return using the “period cost” method. Valuation allowances are provided against deferred tax assets that are not likely to be realized.
The Company recognizes tax benefits from uncertain tax positions only if that tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.
Foreign currency translations
The financial statements of the Company’s international subsidiaries whose functional currencies are the local currencies are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the month. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income (loss)” in stockholders’ equity. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included in earnings within “Other income (expense), net.”
Comprehensive income
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The primary components of comprehensive income for the Company include net income, foreign currency translation adjustments arising from the consolidation of the Company’s international subsidiaries, unrealized gains and losses on the Company’s available-for-sale debt securities, unrealized gains and losses on cash flow hedges and the changes in unrecognized pension and post-retirement benefits.
Share-based compensation
The Company accounts for share-based payment transactions in which the Company receives services in exchange for equity instruments of the Company. Share-based compensation cost for stock options, restricted stock awards and units, performance-based restricted stock units and employee stock purchase plans is determined based on the fair value at the measurement date. The Company recognizes share-based compensation cost as expense for awards other than its performance-based restricted stock units ratably on a straight-line basis over the requisite service period. The Company recognizes share-based compensation cost associated with its performance-based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.
Pension and post-retirement benefits
The funded status of the Company’s pension and other postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at November 30, the measurement date. For defined benefit pension plans, the benefit obligation is the projected benefit obligation ("PBO") and, for the other postretirement benefit plans, the benefit obligation is the accumulated postretirement benefit obligation ("APBO"). The PBO represents the actuarial present value of benefits expected to be paid upon retirement. For active plans, the present value reflects estimated future compensation levels. The APBO represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. The measurement of the benefit obligation is based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, inflation, rate of compensation increases, interest crediting rates
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and mortality rates. The assumptions used are reviewed on an annual basis. The Company records components other than the service cost component in Other income (expense), net in the Consolidated Statement s of Operations.
Earnings per common share
Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of common stock and participating securities. Basic earnings per common share is computed by dividing net income attributable to the Company’s common stockholders by the weighted-average of common shares outstanding during the period. Diluted earnings per common share also considers the dilutive effect of in-the-money stock options and restricted stock units, calculated using the treasury stock method.
Treasury Stock
Repurchases of shares of common stock are accounted for at cost, which includes brokerage fees, and are included as a component of stockholders’ equity in the Consolidated Balance Sheets.
Reclassifications
Certain reclassifications have been made to prior period amounts in the Consolidated Statements of Cash Flows to conform to current period presentation. These reclassifications had no effect on cash flows from operating, investing or financing activities as previously reported.
Recently adopted accounting pronouncements
In February 2018, the Financial Accounting Standard Board (the “FASB”) issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 (the “TCJA”) to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The adoption of this new guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB issued a new standard which revises various aspects of accounting for leases, with amendments in 2018 and 2019 codified as Accounting Standards Codification Topic 842, Leases. The Company adopted the guidance effective December 1, 2019 , applying the optional transition method, which allows an entity to apply the new standard at the adoption date with a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. In addition, the Company elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for all asset classes. The Company made a policy election to not recognize ROU assets and lease liabilities for short-term leases for all asset classes. The most significant impact of adoption to the Company’s Consolidated Financial Statements relates to the recognition of a right-of-use asset and a lease liability for its leases other than short-term leases. The liability was equal to the present value of lease payments. The asset is based on the liability, and subject to adjustment, such as for initial direct costs. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee depends primarily on its classification. For income statement purposes, operating leases will result in a straight-line expense while finance leases will result in a front-loaded expense pattern. Upon adoption, the Company recorded $ 591,129 of ROU assets and of $ 642,567 of liabilities relating to its operating leases on its Consolidated Balance Sheet. The adoption did no t have an impact on the Company’s retained earnings as of December 1, 2019, its consolidated statements of operations or its consolidated statements of cash flows.
Recently issued accounting pronouncements
In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of the new guidance.
In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes. The guidance is effective for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.
In August 2018, the FASB issued new guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendment requires the Company to disclose the weighted-average interest crediting rates used in cash balance pension plans. It also requires the Company to disclose the reasons for significant changes in the benefit obligation or plan assets including significant gains and losses affecting the benefit obligation for the period. This standard is effective for fiscal years ending after December 15, 2020 and early adoption is permitted. The adoption is not expected to have a material impact on the Company's Consolidated Financial Statements.
In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. Certain amendments should be applied prospectively, while
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all other amendments should be applied retrospectively to all periods presented. Th is guidance is applicable to the Company at the beginning of fiscal year 2021 and its adoption is not expected to have a material impact on the Company's Consolidated Financial Statements .
In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. This new standard is to be adopted by way of a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. This guidance is applicable to the Company at the beginning of fiscal year 2021 and its adoption is not expected to have a material impact on the Company's Consolidated Financial Statements.
NOTE 3—STOCKHOLDERS’ EQUITY:
Stock incentive plans
The Company’s stock incentive plans include plans adopted in 2020, 2013 and 2003 (the SYNNEX Plan(s)”). The SYNNEX Plans, as amended, provide for the direct award or sale of shares of common stock, restricted stock awards, and restricted stock units, the grant of options to purchase shares of common stock and the award of stock appreciation rights to employees and non-employee directors and consultants.
The number of authorized shares under the 2020 SYNNEX Plan will not exceed the sum of 2,493 shares of common stock, plus any shares under the amended and restated 2013 and 2003 SYNNEX Plans that are subject to outstanding awards granted to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards, up to 3,950 shares. No further grants may be made under the 2013 or 2003 SYNNEX Plans and a ll outstanding awards under the 2013 and 2003 Plans continue to be governed by their existing terms.
Under the Plans, qualified employees are eligible for the grant of incentive stock options to purchase shares of common stock. Qualified employees and outside directors and consultants are eligible for the grant of non-qualified stock options, stock appreciation rights, restricted stock grants and restricted stock units. The outstanding restricted stock awards and units generally vest one fifth ratably over a five-year period. Certain restricted stock awards granted to employees vest at the end of a three year period and certain restricted stock awards and units granted to employees vest over a four year period with 67 % of the award scheduled to vest on the third anniversary and remaining 33 % scheduled to vest on the fourth anniversary. Certain restricted stock units could vest subject to the achievement of individual, divisional or company-wide performance goals. The majority of the performance-based restricted stock units vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee. The exercise price for incentive stock options will not be less than 100 % of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years . The outstanding stock options vest as to one fifth of the stock underlying the stock options on the first anniversary date of the grant and the remaining vest monthly over a four-year period starting one month after the first anniversary of the date of grant . Stock options granted to qualified non-employee directors vest as to one third of the stock underlying the stock options on the first anniversary date of the grant and the remaining vest monthly over a two-year period starting one month after the first anniversary of the date of grant. Restricted stock granted to qualified non-employee directors vests one fourth on a quarterly basis over a one-year period. The holders of restricted stock awards are entitled to the same voting, dividend and other rights as the Company’s common stockholders.
Unless terminated sooner, the 2020 SYNNEX Plan will terminate on March 17, 2030 .
Concentrix Stock Incentive Plan
In November 2020, in connection with the Separation, the Concentrix Stock Incentive Plan (the “Concentrix Incentive Plan”), was approved by SYNNEX as the sole stockholder of Concentrix to be effective upon completion of the Separation. The number of authorized shares of Concentrix under the Concentrix Incentive Plan are 4,000 shares of Concentrix’ common stock .
2014 Employee Stock Purchase Plan
On January 6, 2014, the Board of Directors approved the adoption of the 2014 Employee Stock Purchase Plan (“2014 ESPP”) to succeed the Company's 2003 Employee Stock Purchase Plan. The 2014 ESPP, as amended, commenced on January 1, 2015 with 750 authorized shares. Under the 2014 ESPP, there are four offering periods of three months each in a calendar year. Eligible employees in the United States can choose to have a fixed percentage deducted from their bi-weekly compensation to purchase the Company’s common stock at a discount of 5 %. The maximum number of shares a participant may purchase is 0.625 during a single accumulation period subject to a maximum purchase limit of $ 10 in a calendar year. Employees at associate vice president level and above are not eligible to participate in the plan.
Share-based compensation expense related to the 2014 ESPP was immaterial during fiscal years 2020, 2019 and 2018.
Share Repurchase Programs
In June 2020, the Board of Directors authorized a three-year $ 400,000 share repurchase program, effective July 1, 2020, pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions. As of November 30, 2020, the Company had no t repurchased any shares under this program.
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In June 2017, the Board of Directors authorized a three-year $ 300,000 share repurchase program pursuant to which the Company could repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions. Through the expiration of this program in June 2020, the Company had purchased 875 shares at a total cost of $ 84,577 . The share purchases were made on the open market and the shares repurchased by the Company are held in treasury for general corporate purposes.
Dividends
The Company declared cumulative cash dividends of $ 0.40 , $ 1.50 and $ 1.40 per share during the years ended November 30, 2020, 2019 and 2018, respectively. On March 24, 2020, as a result of the unpredictable economic environment due to the impact of the COVID-19 pandemic, the Company announced the suspension of its quarterly dividend.
On January 11, 2021 , the Company announced the reinstatement of a quarterly cash dividend of $ 0.20 per share to stockholders of record as of January 22, 2021 , payable January 29, 2021 . Dividends are subject to continued capital availability, compliance with the covenants and conditions in some of the Company's credit facilities and the declaration by the Board of Directors in the best interest of the Company’s stockholders.
NOTE 4—SHARE-BASED COMPENSATION:
The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock awards, restricted stock units, performance-based restricted stock units and employee stock purchase rights, based on estimated fair values.
The Company recorded share-based compensation expense in the Consolidated Statements of Operations for fiscal years 2020, 2019 and 2018 as follows:
Fiscal Years Ended November 30,
2020
2019
2018
Total share-based compensation
$
33,543
$
28,162
$
22,767
Tax benefit recorded in the provision for income taxes
( 8,211
)
( 6,990
)
( 6,156
)
Effect on net income
$
25,332
$
21,172
$
16,611
Substantially all of the share-based compensation expense was recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.
Valuation Assumptions
The Company estimates the fair value of share-based payment awards on the measurement date and recognizes as expense over the requisite service period in the Company’s consolidated financial statements.
The Company uses the Black-Scholes valuation model to estimate the fair value of stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock.
The fair value of stock awards is determined based on the stock price at the date of grant. For grants that do not accrue dividends or dividend equivalents, the fair value is the stock price reduced by the present value of estimated dividends over the vesting period. For performance-based restricted stock units, the grant-date fair value assumes that the targeted performance goals will be achieved. Over the performance period, the number of awards will be adjusted higher or lower based on the probability of achievement of performance goals.
The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.
The following assumptions were used in the Black-Scholes valuation model in fiscal years 2019 and 2018:
Fiscal Years Ended November 30,
2019
2018
Stock option plan:
Expected life (years)
6.0 - 6.1
6.0
Risk free interest rate
1.59% - 2.62%
3.09
%
Expected volatility
32.33% - 33.69%
30.85
%
Dividend yield
1.36% - 1.54%
1.84
%
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The Company did no t grant any options during the fiscal year 2020.
A summary of the activities under the SYNNEX Plans is set forth below:
Options Outstanding
Shares available
for grant
Number of
shares
Weighted-
average exercise
price per share
Balances, November 30, 2019
262
866
$
83.10
Restricted stock awards granted
( 60
)
—
—
Restricted stock units granted
( 3
)
—
—
Restricted stock cancelled/forfeited ( 1)
54
—
—
Options exercised
—
( 182
)
$
49.55
Balances, November 30, 2020
252
684
$
92.04
(1)
For performance-based restricted stock units, the difference between maximum awards and the actual number of shares issued upon full vesting is included.
Employee Stock Options
The weighted-average grant-date fair values of the stock options granted during fiscal years 2019 and 2018 were $ 32.76 , and $ 22.96 , respectively. As of November 30, 2020, 684 options were outstanding with a weighted-average life of 6.50 years, a weighted-average exercise price of $ 92.04 per option and an aggregate pre-tax intrinsic value of $ 46,669 . As of November 30, 2020, 418 options were vested and exercisable with a weighted-average life of 3.42 years, a weighted-average exercise price of $ 53.41 per share and an aggregate pre-tax intrinsic value of $ 30,514 .
The cash received from the exercise of options and the intrinsic values of options exercised during fiscal years 2020, 2019 and 2018 were as follows:
Fiscal Years Ended November 30,
2020
2019
2018
Intrinsic value of options exercised
$
15,746
$
3,782
$
2,465
Cash received from exercise of options
$
9,018
$
1,908
$
1,561
The Company settles employee stock option exercises with newly issued common shares.
As of November 30, 2020, the unamortized share-based compensation expense related to unvested stock options under the SYNNEX Plans was $ 7,521 which will be recognized over an estimated weighted-average amortization period of 2.91 years.
Restricted Stock Awards and Restricted Stock Units
A summary of the changes in the Company’s non-vested restricted stock awards and stock units during fiscal year 2020 is presented below:
Number of
shares
Weighted-average,
grant-date
fair value per share
Non-vested as of November 30, 2019
1,051
$
103.51
Awards granted
60
97.40
Units granted
3
110.58
Awards and units vested
( 291
)
104.63
Awards and units cancelled/forfeited ( 1)
( 54
)
77.59
Non-vested as of November 30, 2020
768
$
102.60
(1) For performance-based restricted stock units, the difference between maximum awards and the actual number of shares issued upon full vesting is included.
As of November 30, 2020, there was $ 54,514 of total unamortized share-based compensation expense related to non-vested restricted stock awards and stock units granted under the SYNNEX Plans. That cost is expected to be recognized over an estimated weighted-average amortization period of 2.94 years.
In connection with its annual employee stock awards for fiscal year 2020, the Company has reserved approximately $ 9,500 under the SYNNEX Plan to be granted subsequent to completion of the Separation. Similarly, approximately $ 44,000 was reserved for grants to be made subsequent to completion of the Separation under the Concentrix Incentive Plan.
In connection with the Separation, as required by the SYNNEX Plans, the Company will make certain adjustments to outstanding employee equity awards with the intention of preserving the intrinsic value of the awards prior to the Separation. In
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accordance with the employee matters agreement e ach exercisable and non-exercisable stock option and unvested restricted stock award will be converted into similar awards of both SYNNEX and Concentrix and the exercise price of outstanding stock options will be adjusted to preserve the intrinsic value of the awards. Certain restricted stock unit s and performance-contingent awards will be adjusted to provide holders restricted stock units and performance contingent awards in the company that employs such employee following the Separation.
NOTE 5—BALANCE SHEET COMPONENTS:
Cash, cash equivalents and restricted cash:
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:
As of November 30,
2020
2019
Cash and cash equivalents
$
1,564,672
$
225,529
Restricted cash included in other current assets
4,198
5,620
Cash, cash equivalents and restricted cash
$
1,568,870
$
231,149
Accounts receivable, net:
As of November 30,
2020
2019
Accounts receivable
$
3,947,113
$
3,956,629
Less: Allowance for doubtful accounts
( 76,324
)
( 29,920
)
Accounts receivable, net
$
3,870,789
$
3,926,709
Receivables from vendors, net:
As of November 30,
2020
2019
Receivables from vendors
$
291,453
$
373,986
Less: Allowance for doubtful accounts
( 5,126
)
( 5,481
)
Receivables from vendors, net
$
286,327
$
368,505
Allowance for doubtful trade receivables:
Balance at November 30, 2017
$
16,570
Additions
3,055
Write-offs and reclassifications
( 11,148
)
Balance at November 30, 2018
8,477
Additions
31,236
Write-offs and reclassifications
( 9,793
)
Balance at November 30, 2019
29,920
Additions
49,785
Write-offs and reclassifications
( 3,380
)
Balance at November 30, 2020
$
76,324
Allowance for receivables from vendors:
Balance at November 30, 2017
$
2,623
Additions
4,191
Write-offs and reclassifications
( 626
)
Balance at November 30, 2018
6,188
Additions
3,675
Write-offs and reclassifications
( 4,382
)
Balance at November 30, 2019
5,481
Additions
—
Write-offs and reclassifications
( 354
)
Balance at November 30, 2020
$
5,126
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Property and equipment, net:
As of November 30,
2020
2019
Land
$
47,400
$
47,494
Equipment, computers and software
620,445
503,240
Furniture and fixtures
121,299
111,408
Buildings, building improvements and leasehold improvements
483,613
428,180
Construction-in-progress
11,847
12,379
Total property and equipment, gross
$
1,284,605
1,102,702
Less: Accumulated depreciation
( 675,311
)
( 532,803
)
Property and equipment, net
$
609,294
$
569,899
Depreciation expense for fiscal years 2020, 2019 and 2018, was $ 154,206 , $ 161,627 and $ 100,955 , respectively.
Goodwill:
Fiscal Year Ended November 30, 2020
Fiscal Year Ended November 30, 2019
Technology
Solutions
Concentrix
Total
Technology
Solutions
Concentrix
Total
Balance, beginning of year
$
425,076
$
1,829,326
$
2,254,402
$
427,775
$
1,775,541
$
2,203,316
Additions from acquisitions
—
—
—
—
34,797
34,797
Foreign exchange translation
( 1,190
)
6,723
5,533
( 2,699
)
18,989
16,290
Balance, end of year
$
423,886
$
1,836,049
$
2,259,935
$
425,076
$
1,829,326
$
2,254,402
Intangible assets, net:
As of November 30, 2020
As of November 30, 2019
Gross
Amounts
Accumulated
Amortization
Net
Amounts
Gross
Amounts
Accumulated
Amortization
Net
Amounts
Customer relationships and lists
$
1,565,825
$
( 696,127
)
$
869,698
$
1,546,349
$
( 522,083
)
$
1,024,266
Vendor lists
177,555
( 82,187
)
95,368
178,444
( 66,954
)
111,490
Technology
14,829
( 11,034
)
3,795
14,720
( 8,998
)
5,721
Other intangible assets
34,522
( 18,377
)
16,145
35,267
( 14,532
)
20,735
$
1,792,731
$
( 807,725
)
$
985,006
$
1,774,780
$
( 612,567
)
$
1,162,212
Amortization expense for fiscal years 2020, 2019 and 2018, was $ 187,431 , $ 210,481 and $ 124,332 , respectively.
Estimated future amortization expense of the Company’s intangible assets is as follows:
Fiscal years ending November 30,
2021
$
174,291
2022
150,875
2023
132,746
2024
110,166
2025
96,688
Thereafter
320,240
Total
$
985,006
Subsequent to November 30, 2020, $ 798,960 of intangibles assets, net related to the Concentrix segment are no longer the Company’s assets pursuant to the completion of the Separation.
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Accumulated other comprehensive income (loss)
The components of accumulated other comprehensive income (loss) ("AOCI"), net of taxes, were as follows:
Unrecognized
gains (losses) on
defined benefit
plan, net
of taxes
Unrealized gains
(losses)
on cash flow
hedges, net of
taxes
Foreign currency
translation
adjustment and other,
net of taxes
Total
Balance, beginning of year
$
( 28,784
)
$
( 46,932
)
$
( 133,361
)
$
( 209,077
)
Other comprehensive income (loss) before reclassification
( 8,500
)
( 16,405
)
36,521
11,616
Reclassification of (gains) losses from Other comprehensive
income (loss)
( 300
)
3,190
—
2,890
Balance, end of year
$
( 37,584
)
$
( 60,147
)
$
( 96,840
)
$
( 194,571
)
Refer to Note 6 for the location of gains and losses reclassified from other comprehensive income (loss) to the Consolidated Statements of Operations. Reclassifications of amortization of actuarial (gains) losses of defined benefits plans is recorded in "Other income (expense), net" in the combined statement of operations.
Foreign currency translation adjustment and other, net of taxes, is comprised of the foreign currency translation adjustment and unrealized gains and losses on available-for-sale debt securities. Substantially, all of the balance at both November 30, 2019 and 2020 represents foreign currency translation adjustment.
NOTE 6—DERIVATIVE INSTRUMENTS:
In the ordinary course of business, the Company is exposed to foreign currency risk, interest rate risk, equity risk, commodity price changes and credit risk. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency. The Company may enter into forward contracts, option contracts, swaps, or other derivative instruments to offset a portion of the risk on expected future cash flows, earnings, net investments in certain international subsidiaries and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. Generally, the Company does not use derivative instruments to cover equity risk and credit risk. The Company’s hedging program is not used for trading or speculative purposes.
All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded in the Consolidated Statements of Operations, or as a component of AOCI in the Consolidated Balance Sheets, as discussed below.
Cash Flow Hedges
To protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s subsidiaries with functional currencies that are not in U.S. dollars may hedge a portion of forecasted revenue or costs not denominated in the subsidiaries’ functional currencies. These instruments mature at various dates through November 2022 . The Company also uses interest rate swap derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt. The swaps have maturities at various dates through October 2023 . Gains and losses on cash flow hedges are recorded in AOCI until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of foreign currency revenue are recognized as a component of Revenue from Services in the same period as the related revenue is recognized, and deferred gains and losses related to cash flow hedges of costs are recognized as a component of Cost of revenue for services and/or Selling, general and administrative expenses in the same period as the related costs are recognized. Deferred gains and losses associated with cash flow hedges of interest payments are recognized in Interest expense and Finance charges, net in the same period as the related expense is recognized. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in AOCI associated with such derivative instruments are reclassified into earnings in the period of de-designation. Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions.
Non-Designated Derivatives
The Company uses short-term forward contracts to offset the foreign exchange risk of assets and liabilities denominated in currencies other than the functional currency of the respective entities. These contracts, which are not designated as hedging instruments, mature or settle within twelve months . Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.
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Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The fair values of the Company’s derivative instruments are disclosed in Note 7 -- Fair Value Measurements and summarized in the table below:
Value as of
Balance Sheet Line Item
November 30,
2020
November 30,
2019
Derivative instruments not designated as hedging instruments:
Foreign exchange forward contracts (notional value)
$
1,421,764
$
1,192,964
Other current assets
15,875
11,757
Other accrued liabilities
9,447
2,637
Interest rate swap (notional value)
$
100,000
$
100,000
Other assets, net
—
515
Other accrued liabilities
128
—
Derivative instruments designated as cash flow hedges:
Foreign exchange forward contracts (notional value)
$
825,700
$
563,654
Other current assets and other assets, net
38,212
14,523
Other accrued liabilities and other long-term liabilities
309
1,633
Interest rate swaps (notional value)
$
1,500,000
$
1,900,000
Other accrued liabilities
$
115,598
$
83,428
Volume of activity
The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine Peso, Indian Rupee, the Euro, the Canadian Dollar, the Japanese Yen, the British Pound, the Brazilian Real and the Chinese Yuan that will be bought or sold at maturity. The term and notional amount of interest rate swaps are determined based on management’s assessment of future interest rates and other factors such as debt maturities. The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss. The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change.
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The Effect of Derivative Instruments on AOCI and the Consolidated Statements of Operations
The following table shows the gains and losses, before taxes, of the Company's derivative instruments designated as cash flow hedges and not designated as hedging instruments in Other Comprehensive Income (“OCI”), and the Consolidated Statements of Operations for the periods presented:
Location of Gains (losses)
For the fiscal years ended November 30,
in Income
2020
2019
2018
Revenue for services
$
4,698,678
$
4,687,327
$
2,444,867
Cost of revenue for services
( 3,044,916
)
( 2,946,664
)
( 1,514,470
)
Selling, general and administrative expenses
( 2,017,502
)
( 2,084,156
)
( 1,376,664
)
Interest expense and finance charges, net
( 127,336
)
( 166,421
)
( 84,675
)
Other income (expense), net
1,276
30,363
( 8,984
)
Derivative instruments designated as cash flow hedges:
Gains (losses) recognized in OCI:
Foreign exchange forward contracts
$
45,986
$
20,772
$
27,426
Interest rate swaps
( 66,372
)
( 88,569
)
( 1,256
)
Total
$
( 20,386
)
$
( 67,797
)
$
26,170
Gains (losses) reclassified from AOCI into income:
Foreign exchange forward contracts
Gains (losses) reclassified from AOCI into income
Revenue for services
$
—
$
127
$
—
Gains (losses) reclassified from AOCI into income
Cost of revenue for
services
21,532
16,454
1,021
Gains (losses) reclassified from AOCI into income
Selling, general and
administrative expenses
8,841
6,767
441
Gains (losses) reclassified from AOCI into income
Other income
(expense), net
—
36
—
Interest rate swaps
Gains (losses) reclassified from AOCI into
income
Interest expense and
finance charges, net
( 34,443
)
( 8,455
)
2,792
Total
$
( 4,070
)
$
14,929
$
4,254
Derivative instruments not designated as hedging instruments:
Gains (losses) recognized from Foreign exchange
forward contracts, net ( 1)
Cost of revenue for services and Selling, general and administrative expenses
$
—
$
—
$
3,378
Gains (losses) recognized from foreign exchange forward contracts, net ( 1)
Other income
(expense), net
33,994
20,246
( 6,126
)
Gains (losses) recognized from interest rate swaps, net
Interest expense and
finance charges, net
( 643
)
( 3,004
)
( 318
)
Total
$
33,351
$
17,242
$
( 3,066
)
( 1 )
The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies.
There were no material gain or loss amounts excluded from the assessment of effectiveness. Existing net losses in AOCI that are expected to be reclassified into earnings in the normal course of business within the next twelve months are $ 8,054 . Included in this amount are net gains of $ 32,142 of foreign exchange forward contracts related to the Concentrix segment, which following the completion of the Separation will no longer be reclassified into the Company’s earnings.
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Offsetting of Derivatives
The Company’s derivative instruments are generally governed by standard International Swaps and Derivatives Association, Inc. master agreements, which generally do not require the Company to post any collateral, and specify netting rights, and other customary provisions including events of defaults and termination rights.
In the Consolidated Balance Sheets, the Company does not offset derivative assets against liabilities in master netting arrangements. If derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated Balance Sheet, the total derivative asset and liability positions would have been reduced by $ 6,659 each as of November 30, 2020 and $ 6,003 each as of November 30, 2019.
Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Company’s obligations to the counterparties. The Company manages the potential risk of credit losses through careful evaluation of counterparty credit standing and selection of counterparties from a limited group of financial institutions.
NOTE 7—FAIR VALUE MEASUREMENTS:
The Company’s fair value measurements are classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis:
As of November 30, 2020
As of November 30, 2019
Fair value measurement category
Fair value measurement category
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents
$
68,157
$
68,157
$
—
$
—
$
37,760
$
37,760
$
—
$
—
Marketable equity securities
3,050
3,050
—
—
2,834
2,834
—
—
Foreign government bond
1,355
1,355
—
—
1,228
1,228
—
—
Forward foreign currency exchange contracts
54,087
—
54,087
—
26,280
—
26,280
—
Interest rate swaps
—
—
—
—
515
—
515
—
Liabilities:
Forward foreign currency exchange contracts
$
9,756
$
—
$
9,756
$
—
$
4,270
$
—
$
4,270
$
—
Interest rate swaps
115,726
—
115,726
—
83,428
—
83,428
—
The Company’s cash equivalents consist primarily of highly liquid investments in money market funds and term deposits with maturity periods of three months or less. The carrying values of cash equivalents approximate fair value since they are near their maturity. Investments in marketable equity securities, primarily comprising investments in other companies’ equity securities as per local customary business practice, are recorded at fair value based on quoted market prices. Investment in foreign government bond classified as available-for-sale debt security is recorded at fair value based on quoted market prices. The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. Fair values of long-term foreign currency exchange contracts are measured using valuations based upon quoted prices for similar assets and liabilities in active markets and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. Fair values of interest rate swaps are measured using standard valuation models using inputs that are readily available in public markets, or can be derived from observable market transactions, including LIBOR spot and forward rates. The effect of nonperformance risk on the fair value of derivative instruments was not material as of November 30, 2020 and 2019.
The carrying values of accounts receivable, accounts payable and short-term debt approximate fair value due to their short maturities and interest rates which are variable in nature. The carrying value of the Company’s term loans approximate their fair value since they bear interest rates that are similar to existing market rates.
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During fiscal years 2020, 2019 and 2018, there were no transfers between the fair value measurement category levels.
NOTE 8—ACCOUNTS RECEIVABLE ARRANGEMENTS:
The Company has an uncommitted supply-chain financing program with a global financial institution under which trade accounts receivable of certain customers and their affiliates may be acquired, without recourse, by the financial institution. Available capacity under this program is dependent on the level of the Company’s trade accounts receivable with these customers and the financial institution’s willingness to purchase such receivables. As of November 30, 2020 and 2019, accounts receivable sold to and held by the financial institution under this program were $ 16,735 and $ 32,472 , respectively. Discount fees related to the sale of trade accounts receivable under this facility are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations. During the fiscal years ended November 30, 2020, 2019 and 2018, discount fees were $ 3,186 , $ 2,281 and $ 1,621 , respectively.
SYNNEX Japan, the Company's Japanese Technology Solutions subsidiary, has arrangements with financial institutions for the sale and financing of approved accounts receivable and notes receivable. The amounts outstanding under these arrangements that were sold, but not collected, as of November 30, 2020 and 2019 were $ 5,798 and $ 2,856 , respectively.
The Company also has other financing agreements in North America with financial institutions (“Flooring Companies”) to allow certain customers of the Company to finance their purchases directly with the Flooring Companies. Under these agreements, the Flooring Companies pay to the Company the selling price of products sold to various customers, less a discount, within approximately 15 to 30 days from the date of sale. The Company is contingently liable to repurchase inventory sold under flooring agreements in the event of any default by its customers under the agreement and such inventory being repossessed by the Flooring Companies. See Note 16 — Commitments and Contingencies for further information.
The following table summarizes the net sales financed through flooring agreements and the flooring fees incurred:
Fiscal Years Ended November 30,
2020
2019
2018
Net sales financed
$
2,092,218
$
1,961,379
$
1,734,860
Flooring fees ( 1)
13,277
13,130
10,698
(1)
Flooring fees are included within “Interest expense and finance charges, net.”
As of November 30, 2020 and 2019, accounts receivable subject to flooring agreements were $ 49,461 and $ 69,637 , respectively.
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NOTE 9—BORROWINGS:
Borrowings consist of the following:
As of November 30,
2020
2019
SYNNEX United States accounts receivable securitization arrangement
$
—
$
108,000
SYNNEX Japan credit facility - revolving line of credit component
31,627
5,936
SYNNEX United States credit agreement - revolving line of credit component
—
25,800
SYNNEX United States credit agreement - current portion
of term loan component
—
60,000
SYNNEX United States term loan credit agreement - current portion
—
90,000
SYNNEX Japan credit facility - current portion of term loan component
67,088
—
Concentrix credit agreement - current portion of term loan component
33,750
—
Other borrowings
26,249
9,233
Borrowings, current
$
158,715
$
298,969
SYNNEX Japan credit facility - term loan component
$
—
$
63,921
SYNNEX United States credit agreement - term loan component
500,000
1,020,000
SYNNEX United States term loan credit agreement
1,000,000
1,642,500
Concentrix credit agreement - term loan component
866,250
—
Concentrix accounts receivable securitization arrangement
250,000
—
Other term debt
85
298
Long-term borrowings, before unamortized debt discount
and issuance costs
$
2,616,335
$
2,726,719
Less: unamortized debt discount and issuance costs
( 8,273
)
( 8,452
)
Long-term borrowings
$
2,608,061
$
2,718,267
SYNNEX United States accounts receivable securitization arrangement
In the United States, the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S. AR Arrangement”). Prior to the amendment in May 2020 that is described in this paragraph, u nder the terms of the U.S. AR Arrangement, the Company’s subsidiary that is the borrower under this facility could borrow up to a maximum of $ 850,000 based upon eligible trade accounts receivable. The effective borrowing cost under the U.S. AR Arrangement is a blended rate based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon LIBOR. In addition, prior to the May 2020 amendment, a program fee of 0.75 % per annum based on the used portion of the commitment, and a facility fee of 0.35% per annum, was payable on the adjusted commitment of the lenders. In May 2020 , the U.S. AR Arrangement was amended to revise the maximum borrowing amount to $ 650,000 and to extend the maturity date of the U.S. AR Arrangement to May 2022 . The program fee payable on the used portion of the lenders’ commitment, was modified to accrue at 1.25 % per annum in the case of lender groups who fund their advances based on prevailing commercial paper rates, and 1.30 % per annum in the case of lender groups who fund their advances based on LIBOR (subject to a 0.50 % per annum floor). The amendment also modified the facility fee payable on the adjusted commitment of the lenders, to accrue at different tiers ranging between 0.35 % per annum and 0.45 % per annum depending on the amount of outstanding advances from time to time. In addition, the U.S. AR Arrangement includes an accordion feature to allow requests for an increase in the lenders' commitment by an additional $ 150,000 .
Under the terms of the U.S. Arrangement, the Company and two of its U.S. subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary. The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's bankruptcy-remote subsidiary as security. Any amounts received under the U.S. AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets.
SYNNEX Canada accounts receivable securitization arrangement
SYNNEX Canada Limited (“SYNNEX Canada”), the Company's Technology Solutions subsidiary in Canada, has an accounts receivable securitization program with a bank to provide additional capital for its operations. In March 2020, SYNNEX Canada renewed this agreement to mature in May 2023 . Under the terms of this program, SYNNEX Canada can borrow up to CAD 100,000 , or $ 76,864 , in exchange for the transfer of eligible trade accounts receivable, on an ongoing revolving basis. The program includes an accordion feature that allows SYNNEX Canada to request an increase in the bank’s commitment up to an additional CAD 50,000 , or $ 38,432 . Any amounts received under this arrangement are recorded as debt on the Company's Consolidated Balance Sheets and are secured by pledging all of the rights, title and interest in the receivables to the bank. The effective borrowing cost is based on the weighted-average of the Canadian Dollar Offered Rate plus a margin of 1.00 % per annum and the prevailing lender commercial paper rates. In addition, prior to an event of termination, SYNNEX Canada is obligated to pay a program fee of 0.75 % per annum based on
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the used portion of the commitment. After an event of termination, the program fee shall be the sum of the base rate and 2.50 % per annum, based on the used portion of the commitment. SYNNEX Canada pays a fee of 0.40 % per annum for any unused portion of the commitment up to CAD 60,000 , or $ 46,118 , and when the unused portion exceeds CAD 60,000 , or $ 46,118 , a fee of 0.55 % per annum of the unused portion of the commitment . As of both November 30, 2020 and 2019 , there was no outstanding balance under this arrangement.
The Company has guaranteed the performance obligations of SYNNEX Canada under this facility.
SYNNEX Japan credit facility
SYNNEX Japan has a credit agreement with a group of banks for a maximum commitment of JPY 15,000,000 or $ 143,761 . The credit agreement is comprised of a JPY 7,000,000 , or $ 67,088 , term loan and a JPY 8,000,000 , or $ 76,672 , revolving credit facility and expires in November 2021 . The interest rate for the term loan and revolving credit facility is based on the Tokyo Interbank Offered Rate, plus a margin, which is based on the Company’s consolidated leverage ratio, and currently equals 0.70 % per annum. The unused line fee on the revolving credit facility is currently 0.10 % per annum based on the Company's consolidated current leverage ratio. The term loan can be repaid at any time prior to the expiration date without penalty. The Company has guaranteed the obligations of SYNNEX Japan under this facility.
Concentrix India revolving lines of credit facilities
Concentrix' Indian subsidiaries have credit facilities with a financial institution to borrow up to an aggregate amount of $ 22,000 . The interest rate under these facilities is the higher of the bank's minimum lending rate or LIBOR, plus a margin of 0.9 % per annum. The Company guarantees the obligations under these credit facilities. These credit facilities can be terminated at any time by the Company’s Indian subsidiaries or the financial institution. There were no borrowings outstanding under these credit facilities as of either November 30, 2020 or 2019. Subsequent to November 30, 2020, with the completion of the Separation, these facilities are no longer part of the Company’s lines of credit.
SYNNEX United States credit agreement
In the United States, the Company has a senior secured credit agreement (as amended, the "U.S. Credit Agreement") with a group of financial institutions. The U.S. Credit Agreement includes a $ 600,000 commitment for a revolving credit facility and a term loan in the original principal amount of $ 1,200,000 . The Company may request incremental commitments to increase the principal amount of the revolving line of credit or term loan by $ 500,000 , plus an additional amount which is dependent upon the Company's pro forma first lien leverage ratio, as calculated under the U.S. Credit Agreement. The U.S. Credit Agreement matures in September 2022 . The outstanding principal amount of the term loan was repayable in quarterly installments of $ 15,000 , with the unpaid balance due in full on the September 2022 maturity date. The term loan can be repaid at any time prior to the maturity date without penalty. At November 30, 2020, in connection with the Separation, the Company partially repaid the term loan using a portion of the funds drawn under the Concentrix United States Credit Agreement and the Concentrix accounts receivable securitization arrangement. The remaining outstanding principal of the term loan is payable on maturity. Interest on borrowings under the U.S. Credit Agreement can be based on LIBOR or a base rate at the Company's option, plus a margin. The margin for LIBOR loans ranges from 1.25 % to 2.00 % and the margin for base rate loans ranges from 0.25 % to 1.00 %, provided that LIBOR shall not be less than zero . The base rate is a variable rate which is the highest of (a) the Federal Funds Rate, plus a margin of 0.5 %, (b) the rate of interest announced, from time to time, by the agent, Bank of America, N.A., as its “prime rate,” and (c) the Eurodollar Rate, plus 1.0 %. The unused revolving credit facility commitment fee ranges from 0.175 % to 0.30 % per annum. The margins above the applicable interest rates and the revolving commitment fee for revolving loans are based on the Company’s consolidated leverage ratio, as calculated under the U.S. Credit Agreement. The Company’s obligations under the U.S. Credit Agreement are secured by substantially all of the parent company’s and its United States domestic subsidiaries’ assets on a pari passu basis with the interests of the lenders under the U.S. Term Loan Credit Agreement (defined below) pursuant to an intercreditor agreement and are guaranteed by certain of the Company's United States domestic subsidiaries.
SYNNEX United States term loan credit agreement
The Company has a secured term loan credit agreement (the “U.S. Term Loan Credit Agreement”) with a group of financial institutions in the original principal amount of $ 1,800,000 . The U.S. Term Loan Credit Agreement matures in October 2023 . The outstanding principal amount of the term loans was payable in quarterly installments of $ 22,500 , with the unpaid balance due in full on the maturity date. The term loan can be repaid at any time prior to the expiration date without penalty. At November 30, 2020, in connection with Separation, the Company partially repaid the term loan using a portion of the funds drawn under the Concentrix United States Credit Agreement and the Concentrix accounts receivable securitization arrangement. The remaining outstanding principal is payable on maturity. Interest on borrowings under the U.S. Term Loan Credit Agreement can be based on LIBOR or a base rate at the Company’s option, plus a margin. The margin for LIBOR loans ranges from 1.25 % to 1.75 % and the margin for base rate loans ranges from 0.25 % to 0.75 %, provided that LIBOR shall not be less than zero . The base rate is a variable rate which is the highest of (a) 0.5 % plus the greater of (x) the Federal Funds Rate in effect on such day and (y) the overnight bank funding rate in effect on such day, (b) the Eurodollar Rate plus 1.0 % per annum, and (c) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. During the period in which the term loans were available to be drawn, the Company paid term loan commitment fees. The margins above the Company's applicable interest rates are, and the term loan commitment fee were, based on
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the Company's consolidated leverage ratio as calculated under the U.S. Term Loan Credit Agreement. The Company's obligations under the U.S. Term Loan Credit Agreement are secured by substantially all of the Company’s and certain of its domestic subsidiaries’ assets on a pari passu basis with the interests of the lenders under the existing U.S. Credit Agreement pursuant to an intercreditor agreement, and are guaranteed by certain of its domestic subsidiaries.
Concentrix United States credit agreement
In October 2020, in preparation for the Separation, Concentrix, which was a subsidiary of the Company at the time, entered into a secured credit agreement (the "Concentrix Credit Agreement") with a group of financial institutions. The Concentrix Credit Agreement includes a $ 600,000 revolving credit facility and a $ 900,000 term loan. On November 30, 2020, the full amount of the term loan was drawn. Concentrix may request incremental commitments to increase the principal amount of the revolving line of credit or term loan by $ 450,000 , plus an additional amount which is dependent upon the Concentrix' post Separation pro forma first lien leverage ratio, as calculated under the Concentrix Credit Agreement. The outstanding principal amount of the term loan is repayable in quarterly installments of $ 11,250 commencing on May 31, 2021 , with the unpaid balance due in full on the November 2025 maturity date. The term loan can be repaid at any time prior to the maturity date without penalty. Interest on borrowings under the Concentrix Credit Agreement can be based on LIBOR or a base rate at the Company's option, plus a margin. The margin for LIBOR loans ranges from 1.25 % to 2.25 % and the margin for base rate loans ranges from 0.25 % to 1.25 %, provided that LIBOR shall not be less than 0.25 %. The base rate is a variable rate which is the highest of (a) the Federal Funds Rate, plus a margin of 0.5 %, (b) the rate of interest announced, from time to time, by the agent, Bank of America, N.A., as its “prime rate,” and (c) the Eurodollar Rate (subject to a minimum of 0.25 %), plus 1.0 % per annum. The unused revolving credit facility commitment fee ranges from 0.175 % to 0.30 % per annum. The margins above the applicable interest rates and the revolving commitment fee for revolving loans are based on Concentrix’ post Separation consolidated leverage ratio, as calculated under the Concentrix Credit Agreement. The obligations under the Concentrix Credit Agreement are secured by substantially all of Concentrix and its United States domestic subsidiaries’ assets and are guaranteed by certain of Concentrix’ United States domestic subsidiaries. The funds borrowed under this facility were utilized to partially repay the Company’s outstanding term loans in the United States described earlier in this note. Subsequent to November 30, 2020, with the completion of the Separation, the Concentrix Credit Agreement is no longer recorded as borrowings on the Company’s consolidated balance sheet . At November 30, 2020, no amount was outstanding under the revolving line of credit.
Concentrix accounts receivable securitization arrangement
In October 2020, in anticipation of the Separation, Concentrix and certain of its subsidiaries, entered into a $ 350,000 accounts receivable securitization program (the “Concentrix AR Arrangement) with a maturity date of October 2022 . Under the terms of the Concentrix AR Arrangement, Concentrix and certain of its U.S. subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary of Concentrix, which is the borrower under this facility. The amount received under the Concentrix AR Arrangement is recorded as debt on the Company's Consolidated Balance Sheet. Borrowings under this facility will bear interest with respect to loans that lenders fund through the issuance of commercial paper at the applicable commercial paper rate plus a spread of 1.05 % per annum and, otherwise, at a per annum rate equal to the applicable LIBOR rate plus a spread of 1.15 %. In addition, the borrower is obligated to pay a monthly undrawn fee from the initial funding date that will range from 0.30 % per annum to 0.38 % per annum depending on the amount of outstanding advances from time to time. The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by Concentrix’ bankruptcy-remote subsidiary as security. The funds borrowed under this facility were utilized to partially repay the Company’s outstanding term loans in the United States described later in this note. Subsequent to November 30, 2020, with the completion of the Separation, the Concentrix AR Arrangement is no longer recorded as borrowings on the Company’s consolidated balance sheet.
SYNNEX Canada revolving line of credit
SYNNEX Canada has an uncommitted revolving line of credit with a bank under which it can borrow up to CAD 50,000 , or $ 38,432 . Borrowings under the facility are secured by eligible inventory and bear interest at a base rate plus a margin ranging from 0.50 % to 2.25 % depending on the base rate used. The base rate could be a Banker's Acceptance Rate, a Canadian Prime Rate, LIBOR or U.S. Base Rate. As of both November 30, 2020 and 2019, there were no borrowings outstanding under this credit facility.
Other borrowings and term debt
Other borrowings and term debt include lines of credit with financial institutions at certain locations outside the United States, factoring of accounts receivable with recourse provisions, capital leases, a building mortgage and book overdrafts. As of November 30, 2020, commitments for these revolving credit facilities aggregated $ 47,920 . Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions. Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.
The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at November 30, 2020 exchange rates.
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Future principal payments
As of November 30, 2020, future principal payments under the above loans are as follows:
Fiscal Years Ending November 30,
2021
$
158,714
2022
795,085
2023
1,045,000
2024
45,000
2025
731,250
$
2,775,049
Subsequent to November 30, 2020, upon completion of the Separation, outstanding borrowings aggregating $ 1,145,118 , net of unamortized debt discount and issuance costs, which were part of the arrangements entered into by Concentrix and its subsidiaries, are no longer recorded as borrowings on the Company’s consolidated balance sheet.
Interest expense and finance charges
The total interest expense and finance charges for the Company’s borrowings were $ 132,954 , $ 172,777 and $ 92,899 for fiscal years 2020, 2019 and 2018, respectively. The variable interest rates ranged between 0.74 % and 8.41 %, between 0.70 % and 11.38 % and between 0.58 % and 12.74 % in fiscal years 2020, 2019 and 2018, respectively.
Covenant compliance
The Company's credit facilities have a number of covenants and restrictions that, among other things, require the Company to maintain specified financial ratios and satisfy certain financial condition tests. The covenants also limit the Company’s ability to incur additional debt, make or forgive intercompany loans, pay dividends and make other types of distributions, make certain acquisitions, repurchase the Company’s stock, create liens, cancel debt owed to the Company, enter into agreements with affiliates, modify the nature of the Company’s business, enter into sale-leaseback transactions, make certain investments, transfer and sell assets, cancel or terminate any material contracts and merge or consolidate. As of November 30, 2020, the Company was in compliance with all material covenants for the above arrangements.
NOTE 10—EARNINGS PER COMMON SHARE:
The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:
Fiscal Years Ended November 30,
2020
2019
2018
Basic earnings per common share:
Net income
$
529,160
$
500,712
$
299,981
Less: net income allocated to participating securities ( 1)
( 5,884
)
( 4,593
)
( 2,728
)
Net income attributable to common stockholders
$
523,276
$
496,119
$
297,253
Weighted-average number of common shares - basic
50,900
50,669
41,215
Basic earnings per common share
$
10.28
$
9.79
$
7.21
Diluted earnings per common share:
Net income
$
529,160
$
500,712
$
299,981
Less: net income allocated to participating securities ( 1)
( 5,847
)
( 4,573
)
( 2,716
)
Net income attributable to common stockholders
$
523,313
$
496,139
$
297,265
Weighted-average number of common shares - basic
50,900
50,669
41,215
Effect of dilutive securities:
Stock options and restricted stock units
337
267
236
Weighted-average number of common shares - diluted
51,237
50,936
41,451
Diluted earnings per common share
$
10.21
$
9.74
$
7.17
Anti-dilutive shares excluded from diluted earnings per share calculation
63
108
97
(1)
Restricted stock awards granted by the Company are considered participating securities.
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NOTE 11—SEGMENT INFORMATION:
Summarized financial information related to the Company’s reportable business segments for the periods presented is shown below:
Technology
Solutions
Concentrix
Inter-Segment
Elimination
Consolidated
Fiscal Year ended November 30, 2020
Revenue
$
19,977,150
$
4,719,534
$
( 21,121
)
$
24,675,563
External revenue
19,976,885
4,698,678
24,675,563
Operating income
521,341
308,761
—
830,103
Depreciation and amortization expense
65,071
276,566
—
341,637
Total assets
9,993,448
5,177,556
( 1,702,414
)
13,468,590
Fiscal Year ended November 30, 2019
.
Revenue
$
19,069,970
$
4,707,912
$
( 20,589
)
$
23,757,293
External revenue
19,069,966
4,687,327
23,757,293
Operating income
519,429
294,332
—
813,761
Depreciation and amortization expense
66,329
305,779
—
372,108
Total assets
10,312,512
4,645,475
( 3,260,027
)
11,697,960
Fiscal Year ended November 30, 2018
Revenue
$
17,323,163
$
2,463,151
$
( 18,369
)
$
19,767,945
External revenue
17,323,078
2,444,867
19,767,945
Operating income
405,475
144,761
—
550,236
Depreciation and amortization expense
70,688
154,599
—
225,287
Total assets
10,207,964
4,776,313
( 3,440,779
)
11,543,498
Inter-segment elimination represents services and other transactions, principally intercompany investments and loans, between the Company’s reportable segments that are eliminated on consolidation. In preparation of the Separation, SYNNEX entered into a Commercial Agreement with Concentrix effective on December 1, 2020 that governs the provision of ongoing services and other items between SYNNEX and Concentrix.
Geographic information
The Company attributes revenues from external customers to the country from where Technology Solutions products are delivered and the country of domicile of the Concentrix legal entity that is party to the client contract. Shown below are the countries that accounted for 10% or more of the Company’s revenue and property and equipment, net, for the periods presented:
Fiscal Years Ended November 30,
2020
2019
2018
Revenue:
United States
$
16,283,951
$
15,760,749
$
14,169,619
Others
8,391,612
7,996,544
5,598,326
Total
$
24,675,563
$
23,757,293
$
19,767,945
As of November 30,
2020
2019
Property and equipment, net:
United States
$
276,063
$
287,679
Philippines
87,686
63,421
Others
245,545
218,799
Total
$
609,294
$
569,899
NOTE 12—RELATED PARTY TRANSACTIONS:
The Company has a business relationship with MiTAC Holdings Corporation (“MiTAC Holdings”), a publicly-traded company in Taiwan, which began in 1992 when MiTAC Holdings became the Company’s primary investor through its affiliates. As of both November 30, 2020 and 2019, MiTAC Holdings and its affiliates beneficially owned approximately 18 % of the Company's outstanding common stock. Mr. Matthew Miau, Chairman Emeritus of the Company’s Board of Directors and a director, is the Chairman of MiTAC Holdings and a director or officer of MiTAC Holdings’ affiliates.
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Beneficial ownership of the Company’s common stock by MiTAC Holdings
As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 18% of the Company’s outstanding common stock as of November 30, 2020. These shares are owned by the following entities:
As of November 30, 2020
MiTAC Holdings ( 1)
5,300
Synnex Technology International Corp. ( 2)
3,860
Total
9,160
1.
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes 190 shares held directly by Mr. Miau and 217 shares indirectly held by Mr. Miau through a charitable remainder trust, and 190 shares held by his spouse .
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 15.2 % 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.
MiTAC Holdings generally has influence over the Company regarding matters submitted to stockholders for consideration, including any merger or acquisition of the Company. Among other things, this could have the effect of delaying, deterring or preventing a change of control over the Company.
The following table presents the Company's transactions with MiTAC Holdings and its affiliates for the periods indicated:
Fiscal Years Ended November 30,
2020
2019
2018
Purchases of inventories and services
$
211,858
$
173,390
$
217,430
Sale of products to MiTAC Holdings and affiliates
1,071
761
2,422
Reimbursements received (payments made) for rent and overhead costs for use of facilities by MiTAC Holdings and affiliates, net
( 129
)
( 41
)
71
The following table presents the Company’s receivable from and payable to MiTAC Holdings and its affiliates for the periods presented:
As of November 30,
2020
2019
Receivable from related parties (included in Accounts receivable, net)
$
26,154
$
4,405
Payable to related parties (included in Accounts payable)
49,603
23,179
The Company’s business relationship with MiTAC Holdings and its affiliates has been informal and is generally not governed by long-term commitments or arrangements with respect to pricing terms, revenue or capacity commitments. The Company negotiates pricing and other material terms on a case-by-case basis with MiTAC Holdings and affiliates. The Company has adopted a policy requiring that material transactions with MiTAC Holdings or its related parties be approved by its Audit Committee, which is composed solely of independent directors. In addition, Mr. Miau’s compensation is approved by the Nominating and Corporate Governance Committee, which is also composed solely of independent directors.
Synnex Technology International is a publicly-traded corporation in Taiwan that currently provides distribution and fulfillment services to various markets in Asia and Australia, and is also a potential competitor of the Company. Neither MiTAC Holdings nor Synnex Technology International is restricted from competing with the Company.
NOTE 13—PENSION AND EMPLOYEE BENEFITS PLANS:
The Company has 401(k) plans in the United States under which eligible employees may contribute up to the maximum amount as provided by law. Employees become eligible to participate in these plans on the first day of the month after their employment date. The Company may make discretionary contributions under the plans. Employees in most of the Company's international subsidiaries are covered by government mandated defined contribution plans. During fiscal years 2020, 2019 and 2018, the Company contributed $ 67,772 , $ 47,441 and $ 38,531 , respectively, to defined contribution plans.
The Company has a deferred compensation plan for certain directors and officers. Distributions under the plan are subject to Section 409A of the United States Tax Code. The Company may invest balances in the plan in trading securities reported on recognized exchanges. As of November 30, 2020 and 2019, the deferred compensation liability balance was $ 4,628 and $ 5,389 , respectively.
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Defined Benefit Plans
The Company has defined benefit pension or retirement plans for eligible employees in certain international subsidiaries. Benefits under these plans are primarily based on years of service and compensation during the years immediately preceding retirement or termination of participation in the plans. In addition, as part of a prior acquisition, the Company acquired a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for all eligible employees in the U.S. (“the cash balance plan”) and unfunded defined benefit plans for certain eligible employees in the Philippines, Malaysia and France. The pension benefit formula for the cash balance plan is determined by a combination of compensation, age-based credits and annual guaranteed interest credits. The qualified portion of the cash balance plan has been funded through contributions made to a trust fund. The plan assumptions are evaluated annually and are updated as deemed necessary. Net benefit costs were $ 13,823 , $ 10,308 and $ 3,960 , during fiscal years 2020, 2019 and 2018, respectively.
The Company's measurement date for all defined benefit plans and other postretirement benefits is November 30 and the plan assumptions are evaluated annually and are updated as deemed necessary.
The status of employee defined benefit plans is summarized below:
Year Ended November 30,
2020
2019
Change in Benefit Obligation:
Benefit obligation at beginning of year
$
268,537
$
247,697
Service cost
7,886
6,439
Interest cost
8,404
10,291
Actuarial (gain) loss
24,112
32,584
Benefits paid
( 13,656
)
( 16,274
)
Settlements
( 7,579
)
( 13,140
)
Foreign currency adjustments
1,795
940
Projected obligation at end of year
$
289,499
$
268,537
Change in Plan Assets:
Fair value of plan assets at beginning of year
$
151,862
$
164,693
Actual return on assets
13,780
5,438
Settlement
( 7,579
)
( 13,140
)
Employer contributions
3,156
1,872
Employee contributions
813
723
Benefit paid
( 7,918
)
( 7,728
)
Foreign currency adjustments
79
4
Fair value of plan assets at end of year
$
154,192
$
151,862
Funded Status of Plans:
Unfunded status
$
135,307
$
116,675
Amounts recognized in the Consolidated Balance Sheet as of November 30, 2020 and 2019 consist of:
As of November 30,
2020
2019
Current liability
$
10,206
$
9,189
Non-current liability
$
125,101
$
107,486
The following weighted-average rates were used in determining the benefit obligations at November 30, 2020 and 2019.
2020
2019
Discount rate
0.2% - 4.7%
0.2% - 7.4%
Expected long-term rate of return on plan assets
1.5% - 7.5%
1.5% - 7.5%
Expected rate of future compensation growth
1.75% - 8.5%
1.8% - 10.0%
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The following weighted-average rates were used in determining the pension costs during fiscal years ended November 30, 2020, 2019 and 2018:
2020
2019
2018
Discount rate
0.2% - 6.0%
0.3% - 7.6%
0.3% - 8.1%
Expected long-term rate of return on plan assets
1.5% - 7.5%
1.5% - 7.5%
1.5% - 7.5%
Expected rate of future compensation growth
1.75% - 8.5%
1.8% - 10.0%
1.8% - 10.0%
The range of discount rates utilized in determining the pension cost and projected benefit obligation of the Company's defined benefit plans reflects a lower prevalent rate applicable to the frozen cash balance plan for eligible employees in the U.S. and a higher applicable rate for the unfunded defined benefit plan for certain eligible employees in the Philippines, France, India, Japan and Malaysia. The plans outside the U.S. represented approximately 26 % and 24 %, respectively, of the Company's total projected benefit obligation for all plans as of November 30, 2020 and 2019 .
Plan Assets
As of November 30, 2020 and 2019, plan assets for the cash balance plan consisted of common/collective trusts (of which approximately 60 % are invested in equity backed funds and approximately 40 % are invested in funds in fixed income instruments) and a private equity fund. The Company's targeted allocation was 60 % equity and 40 % fixed income. The investment objectives for the plan assets are to generate returns that will enable the plan to meet its future obligations. The Company’s expected long-term rate of return was determined based on the asset mix of the plan, projected returns, past performance and other factors. The Company has satisfied its ERISA funding requirements through 2020. The following table sets forth the fair value of those plan assets as of November 30, 2020 and 2019:
As of November 30,
2020
2019
Asset Category:
Cash and cash equivalents
$
3,787
$
3,474
Fixed income
58,943
61,005
Equity securities:
U.S. large cap
43,020
48,293
U.S. small cap
9,662
9,025
International equity
38,097
29,271
Investment funds
416
374
Limited partnership
267
420
Total investments
$
154,192
$
151,862
The cash balance plan holds level 2 investments in common/collective trust funds that are public investment vehicles valued using a net asset value provided by the manager of each fund based on the underlying net assets owned by the fund, divided by the number of shares outstanding. The Company’s cash balance plan holds Level 3 investments within equity funds that primarily invest in domestic early stage capital funds.
Benefit Payments
The following table details expected benefit payments for the assumed cash balance plan:
Fiscal Years Ending November 30,
2021
$
28,415
2022
26,364
2023
25,311
2024
24,501
2025
23,958
Thereafter (2026-2030)
101,065
$
229,614
No plan assets are expected to be returned to the Company during fiscal year 2021. The Company expects to make approximately $ 8,319 in contributions during fiscal year 2021.
The Company also expects approximately $ 4,652 of actuarial loss included in AOCI will be recognized during fiscal year 2021.
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Substantially all of the defined benefit plans are related to the Concentrix segment. Subsequent to November 30, 2020, upon completion of the Separation, the Company no longer has any obligation under the plans related to the Concentrix segment.
NOTE 14—LEASES:
The Company leases certain of its facilities and equipment under operating lease agreements, which expire in various periods through 2034 . The Company’s finance leases are not material.
The following table presents the various components of lease costs.
Fiscal Year Ended
November 30,
2020
Operating lease cost
$
248,740
Short-term lease cost
11,229
Variable lease cost
43,954
Sublease income
( 1,675
)
Total operating lease cost
$
302,248
The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter as of November 30, 2020:
Fiscal Years Ending November 30,
2021
$
216,224
2022
174,190
2023
125,389
2024
88,121
2025
50,851
Thereafter
39,928
Total payments
$
694,703
Less: imputed interest*
84,749
Total present value of lease payments
$
609,954
* Imputed interest represents the difference between undiscounted cash flows and discounted cash flows.
Subsequent to November 30, 2020, upon completion of the Separation, undiscounted future cash flows of $ 611,568 which were part of lease agreements entered into by Concentrix are no longer the Company’s obligation.
During the fiscal years ended November 30, 2019 and 2018, rent expense was $ 257,809 and $ 136,870 , respectively. Sublease income was immaterial for both these years.
The following amounts were recorded in the Company's Consolidated Balance Sheet as of November 30, 2020:
Operating leases
Balance sheet location
November 30,
2020
Operating lease ROU assets
Other assets, net
$
576,943
Current operating lease liabilities
Other accrued liabilities
183,180
Non-current operating lease liabilities
Other long-term liabilities
426,774
The following table presents s upplemental cash flow information related to the Company's operating leases for fiscal year ended November 30, 2020. Cash payments related to variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below :
Fiscal Year Ended
Cash flow information
November 30, 2020
Cash paid for amounts included in the measurement of lease liabilities
$
228,616
Non-cash ROU assets obtained in exchange for lease liabilities (subsequent to initial adoption)
149,546
The weighted-average remaining lease term and discount rate as of November 30, 2020 were as follows:
Operating lease term and discount rate
Operating Leases
Weighted-average remaining lease term (years)
4.04
Weighted-average discount rate
6.74
%
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Future minimum contractually required cash payment obligations under non-cancellable lease agreements as of November 30, 2019 were as follows:
Fiscal Years Ending November 30,
2020
$
213,649
2021
174,611
2022
132,778
2023
96,084
2024
66,753
Thereafter
71,351
Total minimum lease payments
$
755,226
NOTE 15—INCOME TAXES:
The sources of income before the provision for income taxes are as follows:
Fiscal Years Ended November 30,
2020
2019
2018
United States
$
211,746
$
204,651
$
195,058
Foreign
492,296
473,052
261,519
$
704,042
$
677,703
$
456,577
Provision for income taxes consists of the following:
Fiscal Years Ended November 30,
2020
2019
2018
Current tax provision:
Federal
$
61,488
$
71,376
$
113,243
State
19,547
14,421
20,263
Foreign
142,839
109,383
70,162
$
223,874
$
195,180
$
203,668
Deferred tax provision (benefit):
Federal
$
( 23,020
)
$
( 20,166
)
$
( 30,334
)
State
( 4,326
)
( 1,389
)
( 4,836
)
Foreign
( 21,646
)
3,366
( 11,902
)
$
( 48,992
)
$
( 18,189
)
$
( 47,072
)
Total tax provision
$
174,882
$
176,991
$
156,596
On December 22, 2017, the TCJA was enacted into law. The TCJA provided for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impacted corporate taxation requirements. The TCJA significantly revised the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35 % to 21%, implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs (e.g., interest expense), among other things. During fiscal year 2018, the Company accounted for the impact of the TCJA resulting in additional income tax expense of $ 33,109 . The significant components of this expense were (i) the one-time deemed repatriation tax on unremitted non-U.S. earnings and profits that were previously tax deferred and other tax impacts of the TCJA, which resulted in an increase in income tax expense, net of deductions and credits, of $ 59,823 and (ii) the remeasurement of net deferred tax liabilities at the lower enacted U.S. federal corporate tax rate, which resulted in a decrease of $ 26,714 in income tax expense.
The following presents the breakdown of net deferred tax liabilities:
As of November 30,
2020
2019
Deferred tax assets
$
87,059
$
97,539
Deferred tax liabilities
( 159,396
)
( 222,210
)
Total net deferred tax liabilities
$
( 72,337
)
$
( 124,671
)
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Net deferred tax liabilities consist of the following:
As of November 30,
2020
2019
Assets:
Operating lease liability
$
117,318
$
—
Net operating losses
75,965
68,582
Accruals and other reserves
52,879
71,513
Unrealized losses on cash flow hedges
31,810
17,870
Allowance for doubtful accounts and sales return reserves
29,029
11,759
Inventory reserves
13,852
17,404
Share-based compensation expense
9,717
11,856
Foreign tax credit
5,829
296
Deferred revenue
5,418
5,625
Tax credits
5,302
6,810
Deferred and prepaid compensation
4,762
2,110
Property, Equipment and Intangible assets
185
12,579
Other
14,524
4,953
Gross deferred tax assets
366,589
231,357
Valuation allowance
( 50,518
)
( 51,118
)
Total deferred tax assets
$
316,070
$
180,239
Liabilities:
Intangible assets
$
( 245,116
)
$
( 277,147
)
ROU assets
( 111,466
)
—
Unremitted non-U.S. earnings
( 28,882
)
( 27,771
)
Other
( 2,944
)
8
Total deferred tax liabilities
$
( 388,408
)
$
( 304,910
)
Net deferred tax liabilities
$
( 72,337
)
$
( 124,671
)
The valuation allowance relates primarily to certain state and foreign net operating loss carry forward, foreign deferred items and state credits. The Company’s assessment is that it is not more likely than not that these deferred tax assets will be realized.
A reconciliation of the statutory United States federal income tax rate to the Company’s effective income tax rate is as follows:
Fiscal Years Ended November 30,
2020
2019
2018
Federal statutory income tax rate
21.0
%
21.0
%
22.2
%
State taxes, net of federal income tax benefit
1.4
1.5
2.4
Global intangible low taxed income
1.0
1.6
—
Foreign taxes
0.3
( 2.3
)
0.6
Tax on anticipated distributions from subsidiaries
0.2
1.0
—
Adjustments related to the TCJA
—
—
7.2
Uncertain tax benefits
( 0.8
)
2.6
—
Other
1.7
0.7
1.9
Effective income tax rate
24.8
%
26.1
%
34.3
%
The Company’s United States business has sufficient cash flow and liquidity to fund its operating requirements and the Company expects and intends that profits earned outside the United States will be fully utilized and reinvested outside of the United States with the exception for earnings of certain previously acquired foreign entities. The Company recorded deferred tax liabilities related to non-U.S. withholding taxes related to the earnings likely to be repatriated in the future.
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As of November 30, 2020, the Company had approximately $ 1,814,000 of undistributed earnings of its non-U.S. subsidiaries for which it has not provided for non-U.S. withholding taxes and state taxes because such earnings are intended to be reinvested indefinitely in international operations. It is not practicable to determine the amount of applicable taxes that would be due if such earnings were distributed. Accordingly, the Company has not provisioned United States state taxes and foreign withholding taxes on non-U.S. subsidiaries for which the earnings are permanently reinvested.
As of November 30, 2020, the Company had net operating loss carry forward of approximately $ 41,700 and $ 36,590 for federal and state purposes, respectively. The federal net operating loss carry forward will start expiring in fiscal year ending November 30, 2021 , if not used, and the state net operating loss carry forward will start expiring in fiscal year ending November 30, 2021 , if not used. The Company also had approximately $ 161,150 of foreign net operating loss carry forward that will also start expiring in fiscal year ending November 30, 2021 if not used. In addition, the Company had approximately $ 7,600 of various federal and state income tax credit carry forwards that if not used, will begin expiring in fiscal year ending November 30, 2021 . Utilization of the acquired loss carry forwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986.
The Company enjoys tax holidays in certain jurisdictions, primarily, China, Costa Rica, Nicaragua and the Philippines. The tax holidays provide for lower or zero rates of taxation and require various thresholds of investment and business activities in those jurisdictions. Certain tax holidays begin to expire in fiscal year 2021 . The estimated range of tax benefits from the above tax holidays on diluted earnings per share for fiscal years 2020, 2019 and 2018 were approximately $ 0.25 to $ 0.29 , $ 0.06 to $ 0.07 and $ 0.10 to $ 0.12 , respectively.
The aggregate changes in the balances of gross unrecognized tax benefits, excluding accrued interest and penalties, during fiscal years 2020, 2019 and 2018 were as follows:
Balance as of November 30, 2017
$
38,282
Additions based on tax positions related to the current year
8,173
Additions for tax positions of prior years and acquisition
10,763
Lapse of statute of limitations
( 3,641
)
Changes due to translation of foreign currencies
398
Balance as of November 30, 2018
53,975
Additions based on tax positions related to the current year
15,569
Additions for tax positions of prior years and acquisition
9,067
Lapse of statute of limitations
( 7,234
)
Changes due to translation of foreign currencies
( 15
)
Balance as of November 30, 2019
71,362
Additions based on tax positions related to the current year
7,080
Additions for tax positions of prior years and acquisition
3,228
Reductions for tax positions of prior years
( 3,097
)
Settlements
( 144
)
Lapse of statute of limitations
( 17,547
)
Changes due to translation of foreign currencies
( 467
)
Balance as of November 30, 2020
$
60,416
The Company conducts business globally and files income tax returns in various U.S. and foreign tax jurisdictions. The Company is subject to continuous examination and audits by various tax authorities. Significant audits are underway in the United States, Canada and India. The Company is not aware of any material exposures arising from these tax audits or in other jurisdictions not already provided for.
Although timing of the resolution of audits and/or appeals is highly uncertain, the Company believes it is reasonably possible that the total amount of unrecognized tax benefits as of November 30, 2020 will not materially change in the next twelve months. The Company is no longer subject to U.S. federal income tax audit for returns covering years through fiscal 2015. The Company is no longer subject to foreign or state income tax audits for returns covering years through 2003, and fiscal year 2002, respectively .
As of November 30, 2020, $ 60,416 of the total unrecognized tax benefits, net of federal benefit, would affect the effective tax rate, if realized. The Company’s policy is to include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes. As of November 30, 2020 and 2019, the Company had accrued $ 15,686 and $ 15,627 , respectively, in income taxes payable related to accrued interest and penalties.
In preparation of the Separation, SYNNEX entered into a Tax Matters Agreement with Concentrix effective on December 1, 2020 that governs the rights and obligations of SYNNEX and Concentrix for certain pre-Separation tax liabilities. The Tax Matters Agreement provides that SYNNEX and Concentrix will share certain pre-Separation income tax liabilities that arise from adjustments made by tax authorities to SYNNEX and Concentrix’ U.S. and certain non-U.S. income tax returns. In certain jurisdictions SYNNEX and Concentrix have joint and several liability for past income tax liabilities and accordingly, SYNNEX could be legally liable under applicable tax law for such liabilities and required to make additional tax payments.
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In addition, if the distribution of Concentrix' common shares to the SYNNEX stockholders is determined to be taxable, Concentrix and SYNNEX would share the tax liability equally, unless the taxability of the distribution is the direct result of action taken by either Concentrix or SYNNEX subsequent to the distribution in which case the party causing the distribution to be taxable would be responsible for any taxes imposed on the distribution.
NOTE 16—COMMITMENTS AND CONTINGENCIES:
The Company was contingently liable as of November 30, 2020 under agreements to repurchase repossessed inventory acquired by flooring companies as a result of default on floor plan financing arrangements by the Company's customers. These arrangements are described in Note 8 and do not have expiration dates. As the Company does not have access to information regarding the amount of inventory purchased from the Company, still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Losses, if any, would be the difference between the repossession cost and the resale value of the inventory. There have been no repurchases through November 30, 2020 under these agreements and the Company is not aware of any pending customer defaults or repossession obligations. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchase obligations is remote.
From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them. Also, from time to time, the Company has been involved in various bankruptcy preference actions where the Company was a supplier to the companies now in bankruptcy. In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business. The Company evaluates these claims and records the related liabilities. It is possible that the ultimate liabilities could differ from the amounts recorded.
Under the separation and distribution agreement, SYNNEX agreed to indemnify Concentrix, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to SYNNEX as part of the Separation. Similarly, Concentrix agreed to indemnify SYNNEX, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Concentrix as part of the Separation. SYNNEX expects Concentrix to fully perform under the terms of the separation and distribution agreement.
Under the separation and distribution agreement, SYNNEX and Concentrix agreed to cooperate with each other in managing litigation related to both companies' businesses. The separation and distribution agreement also included provisions that assign to each company responsibility for managing pending and future litigation related to the general corporate matters of SYNNEX arising prior to the Separation.
The Company does not believe that the above commitments and contingencies will have a material adverse effect on the Company’s results of operations, financial position or cash flows.
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NOTE 17—SUBSEQUENT EVENTS:
As described in Note 1 , on December 1, 2020, the Company completed the previously announced separation of Concentrix, its customer experience services businesses, into an independent public company in a tax-free transaction for federal income tax purposes . In order to present the impact of the Separation, the Company has prepared t he following unaudited pro forma condensed consolidated balance sheet as if the Separation occurred on November 30, 2020. The unaudited pro forma condensed consolidated balance sheet has been prepared for illustrative and informational purposes only and does not purport to project the future financial position of SYNNEX following the completion of the Separation. The pro forma adjustments include classification of intercompany balances as third party balances and a charge to SYNNEX’ consolidated retained earnings to reflect the distribution of Concentrix stock to its stockholders.
Pro forma SYNNEX
ASSETS
Current assets:
Cash and cash equivalents
$
1,412,016
Accounts receivable, net
2,808,125
Receivable from vendors, net
286,327
Inventories
2,684,076
Other current assets
180,343
Total current assets
7,370,887
Property and equipment, net
157,645
Goodwill
423,885
Intangible assets, net
186,047
Deferred tax assets
39,636
Other assets
138,069
Total assets
$
8,316,169
LIABILITIES AND EQUITY
Current liabilities:
Borrowings, current
$
124,958
Accounts payable
3,753,634
Accrued compensation and benefits
103,075
Other accrued liabilities
618,616
Income taxes payable
46,363
Total current liabilities
4,646,647
Long-term borrowings
1,496,700
Other long-term liabilities
130,296
Deferred tax liabilities
5,836
Total liabilities
6,279,478
Stockholders' equity
2,036,692
Total liabilities and equity
$
8,316,169
As described in Note 3 , on January 11, 2021 , the Company declared the reinstatement of a quarterly cash dividend.
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SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA (Unaudited)
The following table presents selected unaudited consolidated financial results for each of the eight quarters in the two-year period ended November 30, 2020. In the Company’s opinion, this unaudited information has been prepared on the same basis as the audited information and includes all adjustments (consisting of only normal recurring adjustments) necessary to fairly state the financial information for the periods presented.
Fiscal Year 2020
Three Months Ended
Fiscal Year 2019
Three Months Ended
Statements of Operations Data: (currency and share
amounts in thousands, except per share amounts)
Feb. 29,
2020
May 31,
2020
Aug. 31,
2020
Nov. 30,
2020
Feb. 28,
2019
May 31,
2019
Aug. 31,
2019
Nov. 30,
2019
(Amounts may not add due to rounding)
Revenue:
Products
$
4,081,024
$
4,470,928
$
5,306,361
$
6,118,571
$
4,080,684
$
4,567,072
$
5,047,968
$
5,374,241
Services
1,183,173
1,061,711
1,158,421
1,295,373
1,168,769
1,155,816
1,155,690
1,207,052
Total revenue
5,264,198
5,532,639
6,464,782
7,413,944
5,249,453
5,722,889
6,203,659
6,581,293
Cost of revenue:
Products
(3,825,920
)
(4,196,312
)
(5,008,881
)
(5,751,929
)
(3,833,117
)
(4,297,096
)
(4,746,197
)
(5,036,301
)
Services
(739,934
)
(718,514
)
(747,809
)
(838,660
)
(737,415
)
(727,324
)
(731,472
)
(750,453
)
Gross profit
698,345
617,812
708,092
823,355
678,921
698,468
725,990
794,539
Selling, general and administrative expenses
(509,690
)
(506,088
)
(498,956
)
(502,768
)
(516,958
)
(523,813
)
(517,135
)
(526,251
)
Operating income
188,655
111,724
209,136
320,588
161,963
174,655
208,855
268,288
Interest expense and finance charges, net
(36,376
)
(33,921
)
(28,749
)
(28,290
)
(41,606
)
(43,144
)
(42,945
)
(38,726
)
Other income (expense), net
2,380
1,466
(567
)
(2,004
)
(695
)
21,546
(1,087
)
10,599
Income before income taxes
154,659
79,270
179,819
290,294
119,662
153,057
164,823
240,161
Provision for income taxes
(32,075
)
(22,310
)
(45,356
)
(75,142
)
(32,556
)
(38,584
)
(41,691
)
(64,160
)
Net income
$
122,584
$
56,960
$
134,464
$
215,152
$
87,106
$
114,473
$
123,132
$
176,001
Earnings per common share:
Basic
$
2.38
$
1.11
$
2.61
$
4.17
$
1.70
$
2.24
$
2.41
$
3.44
Diluted
$
2.36
$
1.10
$
2.60
$
4.14
$
1.69
$
2.23
$
2.40
$
3.41
Weighted-average common shares outstanding -
basic
50,815
50,849
50,890
51,048
50,706
50,675
50,601
50,693
Weighted-average common shares outstanding -
diluted
51,232
51,047
51,241
51,432
50,927
50,939
50,845
51,032
Cash dividends declared per share
$
0.400
$
—
$
—
$
—
$
0.375
$
0.375
$
0.375
$
0.375
EPS for each quarter is computed using the weighted-average number of shares outstanding during that quarter, while EPS for the fiscal year is computed using the weighted-average number of shares outstanding during the fiscal year. The sum of EPS for each of the four quarters may not equal EPS for the fiscal year.
85
Table of Content
SYNNEX CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Years Ended November 30, 2020, 2019 and 2018
(in thousands)
(Amounts may not add due to rounding)
Additions/Deductions
Balances at
Beginning of
Fiscal Year
Charged to Revenue
and Expense, net
Additions
from
Acquisitions
Reclassifications
and
Write-offs
Balances at
End of
Fiscal Year
Fiscal Year Ended
November 30, 2018
Allowance for sales returns-gross
$
53,139
$
7,917
$
—
$
( 1,869
)
$
59,186
Allowance for deferred tax assets
18,604
( 2,555
)
45,791
—
61,840
Fiscal Year Ended
November 30, 2019
Allowance for sales returns-gross
$
59,186
$
20,875
—
$
( 4
)
$
80,057
Allowance for deferred tax assets
61,840
5,361
—
( 16,083
)
51,118
Fiscal Year Ended
November 30, 2020
Allowance for sales returns-gross
$
80,057
$
17,385
$
—
$
183
$
97,625
Allowance for deferred tax assets
51,118
639
—
( 261
)
51,496
86
Table of Content
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.