3 unchanged sentences
(currency and share amounts in thousands, except par value)
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
4 unchanged sentences
Other current assets
+Added: Current assets of discontinued operations
Total current assets
3 unchanged sentences
Other assets, net
+Added: Noncurrent assets of discontinued operations
LIABILITIES AND EQUITY
5 unchanged sentences
Income taxes payable
+Added: Current liabilities of discontinued operations
Total current liabilities
2 unchanged sentences
Deferred tax liabilities
+Added: Noncurrent liabilities of discontinued operations
Total liabilities
2 unchanged sentences
Preferred stock, $ 0.001 par value, 5,000 shares authorized, no shares issued or outstanding
−Removed: Common stock, $ 0.001 par value, 100,000 shares authorized, 53,380 and 53,154 shares issued as of August 31, 2020 and November 30, 2019, respectively
+Added: Common stock, $ 0.001 par value, 100,000 shares authorized, 53,701 and 53,671 shares issued as of February 28, 2021 and November 30, 2020, respectively
Additional paid-in capital
−Removed: Treasury stock, 2,454 and 2,399 shares as of August 31, 2020 and November 30, 2019, respectively
+Added: Treasury stock, 2,547 and 2,538 shares as of February 28, 2021 and November 30, 2020, respectively
Accumulated other comprehensive income (loss)
8 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: Total revenue
+Added: February 28, 2021
+Added: February 29, 2020
Cost of revenue
2 unchanged sentences
Interest expense and finance charges, net
−Removed: Other income (expense), net
−Removed: Income before income taxes
+Added: Other expense, net
+Added: Income from continuing operations before income taxes
Provision for income taxes
+Added: Income from continuing operations
+Added: Income from discontinued operations, net of taxes
Earnings per common share:
+Added: Continuing operations
+Added: Discontinued operations
+Added: Continuing operations
+Added: Discontinued operations
Weighted-average common shares outstanding:
5 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Other comprehensive income (loss):
−Removed: Change in unrealized gains (losses) of defined benefit plans, net of taxes of $ 3,115 for the three and nine months ended August 31, 2020, and $ 0 for the three and nine months ended 2019
−Removed: Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $( 8,220 ) and $ 7,953 for the three and nine months ended August 31, 2020, respectively, and $ 8,722 and $ 24,605 for the three and nine months ended August 31, 2019, respectively
−Removed: Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $( 563 ) and $( 1,120 ) for the three and nine months ended August 31, 2020, respectively, and $ 1,121 and $ 3,241 for three and nine months ended August 31, 2019, respectively
+Added: Change in unrealized gains or losses of defined benefit plans, net of taxes of $ 0 for both the three months ended February 28, 2021 and February 29, 2020
+Added: Unrealized gains (losses) on cash flow hedges during the period, net of taxes of $( 38 ) and $ 9,963 for the three months ended February 28, 2021 and February 29, 2020, respectively
+Added: Reclassification of net (gains) losses on cash flow hedges to net income, net of tax expense (benefit) of $( 2,539 ) and $ 347 for the three months ended February 28, 2021 and February 29, 2020, respectively
Total change in unrealized gains (losses) on cash flow hedges, net of taxes
−Removed: Foreign currency translation adjustments, net of taxes of $( 345 ) and $( 51 ) for the three and nine months ended August 31, 2020, respectively, and $( 31 ) and $( 55 ) for the three and nine months ended August 31, 2019, respectively
+Added: Foreign currency translation adjustments, net of taxes of $( 844 ) and $ 146 for the three months ended February 28, 2021 and February 29, 2020, respectively
Other comprehensive income (loss)
6 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Total Stockholders' equity, beginning balance
3 unchanged sentences
Common stock issued for employee benefit plans
−Removed: Stock issuance costs (related to the Convergys acquisition in fiscal year 2018)
Ending balance
2 unchanged sentences
Repurchases of common stock for tax withholdings on equity awards
−Removed: Repurchases of common stock
Ending balance
1 unchanged sentence
Beginning balance
+Added: Separation of Concentrix
Cash dividends declared
−Removed: Cumulative effect of changes in accounting principles
Ending balance
1 unchanged sentence
Beginning balance
+Added: Separation of Concentrix
Other comprehensive income (loss)
−Removed: Cumulative effect of changes in accounting principles
Ending balance
6 unchanged sentences
(currency in thousands)
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: Three Months Ended
+Added: February 28, 2021
+Added: February 29, 2020
Cash flows from operating activities:
4 unchanged sentences
Deferred income taxes
−Removed: Contingent consideration
Unrealized foreign exchange (gains) losses
−Removed: Changes in operating assets and liabilities, net of acquisition of businesses:
+Added: Changes in operating assets and liabilities, net of the impact of Concentrix separation:
Accounts receivable, net
5 unchanged sentences
Purchases of property and equipment
−Removed: Acquisition of businesses
Net cash used in investing activities
Cash flows from financing activities:
−Removed: Proceeds from borrowings, net of debt discount and issuance costs
+Added: Proceeds from borrowings
Repayments of borrowings
1 unchanged sentence
Increase (decrease) in book overdraft
−Removed: Repurchases of common stock
Proceeds from issuance of common stock
Repurchases of common stock for tax withholdings on equity awards
−Removed: Settlement of contingent consideration
−Removed: Net cash used in financing activities
+Added: Net transfer of cash and cash equivalents to Concentrix
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
2 unchanged sentences
Cash, cash equivalents and restricted cash at end of period
−Removed: Supplemental disclosure of non-cash investing activities:
+Added: Supplemental disclosures of non-cash investing activities:
Accrued costs for property and equipment purchases
+Added: Supplemental disclosures of non-cash financing activities:
+Added: Net assets transferred to Concentrix
(Amounts may not add due to rounding)
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION:
−Removed: SYNNEX Corporation (together with its subsidiaries, herein referred to as “SYNNEX” or the “Company”) is a business process services company headquartered in Fremont, California and has operations in North and South America, Asia-Pacific, Europe and Africa.
−Removed: The Company has two reportable segments:
−Removed: Technology Solutions and Concentrix.
−Removed: The Technology Solutions segment provides a comprehensive range of distribution, logistics and integration solutions for the information technology (“IT”) industry.
−Removed: 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.
−Removed: On January 9, 2020, the Company announced a plan to separate its Concentrix segment into an independent publicly-traded company.
−Removed: The transaction, which was delayed due to the focus on managing the economic impact of a pandemic caused by an outbreak of a new strain of coronavirus (“ COVID-19”), barring further economic disruption, is now expected to be completed in the fourth quarter of calendar year 2020.
−Removed: The plan is subject to current economic and capital market trends.
−Removed: The separation is intended to qualify as a tax-free transaction for federal income tax purposes for both the Company and its then current stockholders.
−Removed: Immediately following the separation, it is expected that the Company’s stockholders will own shares of both SYNNEX and Concentrix, at the same percentage ownership that they held of SYNNEX prior to the transaction.
−Removed: Completion of the separation will not require a stockholder vote but will be subject to customary closing conditions, including, among others, obtaining final approval from the Company’s Board of Directors, receipt of a favorable opinion with respect to the tax-free nature of the transaction for federal income tax purposes, and the effectiveness of a Form 10 registration statement with the Securities and Exchange Commission.
−Removed: The accompanying interim unaudited Consolidated Financial Statements as of August 31, 2020 and for the three and nine months ended August 31, 2020 and 2019 have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission.
+Added: 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 and Europe.
+Added: 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.
+Added: 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.
+Added: The Company distributed 51,602 shares of Concentrix common stock to its stockholders.
+Added: Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market.
+Added: After the Separation, SYNNEX does not beneficially own any shares of Concentrix’ common stock.
+Added: Beginning December 1, 2020, the Company no longer consolidates Concentrix within its financial results or reflects the financial results of Concentrix within its continuing results of operations.
+Added: The financial results of Concentrix for the three months ended February 29, 2020 are presented as Income from discontinued operations, net of taxes on the Consolidated Statements of Operations and its assets and liabilities as of November 30, 2020 are presented as discontinued operations on the Consolidated Balance Sheets.
+Added: The historical statements of comprehensive income, cash flows and the balances related to stockholders' equity have not been revised to reflect the effect of the Separation.
+Added: For further information on discontinued operations, see Note 3 - Discontinued Operations.
+Added: Unless noted otherwise, discussion in the Notes to the Consolidated Financial Statements pertain to continuing operations.
+Added: In connection with the Separation, the Company and Concentrix 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 certain limited services to SYNNEX following the Separation.
+Added: The accompanying interim unaudited Consolidated Financial Statements as of February 28, 2021 and for the three months ended February 28, 2021 and February 29, 2020 have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission.
The amounts as of November 30, 2020 have been derived from the Company’s annual audited financial statements.
6 unchanged sentences
For a discussion of the Company’s significant accounting policies, refer to the discussion in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020.
−Removed: As described more fully in Note 16 , as of August 31, 2020, due to the ongoing impact of the COVID-19 pandemic on the Company’s business, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility.
+Added: Accounting pronouncements adopted during the three months ended February 28, 2021 are discussed below.
+Added: Use of Estimates
+Added: The preparation of financial statements in conformity with GAAP 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.
+Added: 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.
+Added: 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.
+Added: As of February 28, 2021, 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.
−Removed: Accounting pronouncements adopted during the nine months ended August 31, 2020 are discussed below.
+Added: Actual results could differ from the estimates.
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
Concentration of credit risk
1 unchanged sentence
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.
−Removed: Through August 31, 2020, the Company has not experienced any credit losses on such deposits and derivative instruments.
+Added: Through February 28, 2021, 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.
3 unchanged sentences
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.
−Removed: Through August 31, 2020, such losses have been within management’s expectations.
−Removed: One customer accounted for 16 % and 17 % of the Company’s total revenue during the three and nine months ended August 31, 2020.
−Removed: The same customer accounted for 21 % and 19 % of the Company’s total revenue during the three and nine months ended August 31, 2019.
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
−Removed: purchased from the Company’s largest OEM supplier, HP Inc., accounted for approximately 12 % of total revenue during the three and nine months ended August 31, 2020 and 2019.
−Removed: As of August 31, 2020 and November 30, 2019, one customer comprised 18 % and 19 %, respectively, of the consolidated accounts receivable balance.
+Added: The company also considers risks attributed to COVID-19 in establishing the required allowances.
+Added: Through February 28, 2021, such losses have been within management’s expectations.
+Added: One customer accounted for 18 % and 19 % of the Company’s total revenue during the three months ended February 28, 2021 and February 29, 2020, respectively.
+Added: Products purchased from the Company’s largest OEM supplier, HP Inc., accounted for approximately 14 % of total revenue during both the three months ended February 28, 2021 and February 29, 2020.
+Added: As of February 28, 2021 and November 30, 2020, one customer comprised 17 % and 15 %, respectively, of the consolidated accounts receivable balance.
Inventories are stated at the lower of cost and net realizable value.
3 unchanged sentences
Work-in-process inventories are not material to the Consolidated Financial Statements.
−Removed: The Company enters into leases as a lessee for property and equipment in the ordinary course of business.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Lease liabilities are measured 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.
−Removed: The interest rate implicit in the lease is generally not determinable in transactions where the Company is the lessee.
−Removed: The ROU asset equals the lease liability adjusted for any initial direct costs, prepaid rent and lease incentives.
−Removed: 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.
−Removed: Operating leases are included in other assets, net, other accrued liabilities and other long-term liabilities in the Consolidated Balance Sheet.
−Removed: Finance leases are included in property and equipment, net, borrowings, current and long-term borrowings in the Consolidated Balance Sheet.
−Removed: Substantially all of the Company's leases are classified as operating leases.
−Removed: The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
−Removed: The Company made a policy election to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheet.
−Removed: Lease expenses are recorded within selling, general, and administrative expenses in the Consolidated Statements of Operations.
−Removed: Operating lease payments are presented within “Cash flows from operating activities” in the Consolidated Statements of Cash Flows.
−Removed: 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.
−Removed: Variable lease payments are recognized in the period in which the obligation for those payments is incurred.
−Removed: Recently adopted accounting pronouncements
−Removed: 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 to retained earnings.
−Removed: The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.
−Removed: The adoption of this new guidance did not have a material impact on the Company’s Consolidated Financial Statements.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company made a policy election to not recognize ROU assets and lease liabilities for short-term leases for all asset classes.
−Removed: 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 virtually all of its leases other than short-term leases.
−Removed: The liability was equal to the present value of lease payments.
−Removed: The asset is based on the liability, and subject to adjustment, such as for initial direct costs.
−Removed: The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee depends primarily on its classification.
−Removed: For income statement purposes, operating leases will result in a straight-line expense while finance leases will result in a front-loaded expense pattern.
−Removed: 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.
−Removed: The adoption did not have an impact on the Company’s consolidated statements of operations or its consolidated statements of cash flows.
+Added: Operating segments are based on components of the Company that engage in business activities that earn revenues and incur expenses (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.
+Added: The Company had two reportable segments:
+Added: Technology Solutions and Concentrix.
+Added: After giving effect to the Separation of the Concentrix segment, the Company now operates a single reportable segment, which represents an aggregation of four geographic operating segments of United States, Canada, Japan and Latin America.
+Added: The company distributes peripherals, IT systems, including data center servers, system components, software, networking, communications and security equipment, consumer electronics and complementary products to a variety of customers, including value-added resellers, system integrators and retailers.
+Added: The company also designs and integrates data center equipment built specific to the customers' data center environment.
+Added: Revenue Recognition
+Added: The Company generates revenue primarily from the sale of various IT products.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Revenue is presented net of taxes collected from customers and remitted to government authorities.
+Added: The Company generally invoices a customer upon shipment, or in accordance with specific contractual provisions.
+Added: Payments are due as per contract terms and do not contain a significant financing component.
+Added: Service revenues represents less than 10 % of the total net sales for the periods presented.
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue.
+Added: 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.
+Added: These provisions are reviewed and adjusted periodically by the Company.
+Added: 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.
+Added: 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.
+Added: Such arrangements include supplier service contracts, post-contract software support services and extended warranty contracts.
+Added: The Company considers shipping and handling activities as costs to fulfill the sale of products.
+Added: 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.
+Added: Recently adopted accounting pronouncements
+Added: In August 2018, the Financial Accounting Standard Board (“FASB”) issued new guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans.
+Added: The amendment requires the Company to disclose the weighted-average interest crediting rates used in cash balance pension plans.
+Added: 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.
+Added: The adoption of this new guidance did not have a material impact on the Company's Consolidated Financial Statements.
+Added: 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.
+Added: Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented.
+Added: This guidance was applicable to the Company at the beginning of fiscal year 2021 and its adoption did not have a material impact on the Company's Consolidated Financial Statements.
+Added: In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP.
+Added: The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments.
+Added: 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.
+Added: This guidance was applicable to the Company at the beginning of fiscal year 2021 and its adoption did not have a material impact on the Company's Consolidated Financial Statements.
Recently issued accounting pronouncements
−Removed: In March 2020, the FASB issued optional guidance fo r 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.
+Added: 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.
5 unchanged sentences
The Company is currently evaluating the impact of the new guidance.
−Removed: In August 2018, the FASB issued new guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans.
−Removed: The amendment requires the Company to disclose the weighted-average interest crediting rates used in cash balance pension plans.
−Removed: 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.
−Removed: This standard is effective for fiscal years ending after December 15, 2020, and early adoption is permitted.
−Removed: The adoption is not expected to have a material impact on the Company's Consolidated Financial Statements.
−Removed: 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.
−Removed: The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted.
−Removed: Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented.
−Removed: The Company is currently evaluating the impact of the new guidance.
−Removed: In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP.
−Removed: The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments.
−Removed: It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods.
−Removed: Early adoption for fiscal years beginning after December 15, 2018 is permitted.
−Removed: Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period.
−Removed: The Company is currently evaluating the impact of the new guidance.
+Added: NOTE 3—DISCONTINUED OPERATIONS:
+Added: The following table summarizes the financial results from discontinued operations of Concentrix included in the Consolidated Statement of Operations:
+Added: February 29, 2020
+Added: Costs and expenses
+Added: Interest expense and finance charges and others, net
+Added: Income from discontinued operations before taxes
+Added: Provision for income taxes
+Added: Income from discontinued operations, net of taxes
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: There were no revenues earned or cost and expenses incurred of discontinued operations during the three months ended February 28, 2021.
+Added: There were no non-cash items or capital expenditures of discontinued operations during the three months ended February 28,2021.
+Added: For the three months ended February 29, 2020, significant non-cash items and capital expenditures of discontinued operations included in the consolidated statement of cash flows are outlined below:
+Added: Three Months Ended February 29, 2020
+Added: Operating activities:
+Added: Depreciation and amortization
+Added: Share-based compensation
+Added: Provision for doubtful accounts
+Added: Deferred income taxes
+Added: Unrealized foreign exchange (gains) losses
+Added: Investing activities:
+Added: Purchases of property and equipment
+Added: The following table presents assets and liabilities that were transferred to Concentrix as of December 1, 2020 and presented as discontinued operations in the Consolidated Balance Sheet as of November 30, 2020:
+Added: November 30, 2020
+Added: Cash and cash equivalents
+Added: Accounts receivable, net
+Added: Other current assets
+Added: Current assets of discontinued operations
+Added: Property and equipment, net
+Added: Intangible assets, net
+Added: Deferred tax assets
+Added: Noncurrent assets of discontinued operations
+Added: Borrowings, current
+Added: Accounts payable
+Added: Accrued compensation and benefits
+Added: Other accrued liabilities
+Added: Income taxes payable
+Added: Current liabilities of discontinued operations
+Added: Long-term borrowings
+Added: Other long-term liabilities
+Added: Deferred tax liabilities
+Added: Noncurrent liabilities of discontinued operations
+Added: In connection with the Separation, $ 3,813 of accumulated other comprehensive income, net of income taxes, related to foreign currency translation adjustments, cash flow hedges and the pension plan obligation was transferred to Concentrix on the Separation date.
+Added: Refer to Note 5 - Balance Sheet Components for more information.
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 purchases, based on estimated fair values.
−Removed: The following table summarizes the number of share-based awards granted under the Company’s 2013 Stock Incentive Plan, as amended, during the three and nine months ended August 31, 2020 and 2019, and the measurement-date fair value of those awards:
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: The following table summarizes the number of share-based awards granted under the Company’s stock incentive plans, during the three months ended February 28, 2021 and February 29, 2020, and the measurement-date fair value of those awards:
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Stock options
1 unchanged sentence
Restricted stock units
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
−Removed: The Company recorded share-based compensation expense in the Consolidated Statements of Operations for the three and nine months ended August 31, 2020 and 2019 as follows:
+Added: The Company recorded share-based compensation expense in the Consolidated Statements of Operations for the three months ended February 28, 2021 and February 29, 2020 as follows:
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Total share-based compensation (recorded in selling, general and
2 unchanged sentences
Effect on net income
+Added: In connection with the Separation, as required by the SYNNEX stock incentive plans, the Company made certain adjustments to outstanding employee equity awards with the intention of preserving the intrinsic value of the awards prior to the Separation.
+Added: There were 1,452 awards outstanding at November 30, 2020.
+Added: In accordance with the employee matters agreement, each exercisable and non-exercisable stock option and unvested restricted stock award was modified into similar awards of both SYNNEX and Concentrix and the exercise price of outstanding stock options was adjusted to preserve the intrinsic value of the awards.
+Added: Certain restricted stock units and performance-contingent awards were modified to provide the holders restricted stock units and performance contingent awards in the company that employs such employee following the Separation.
+Added: When settled wholly in the employer’s shares, the ratio was based on the closing stock price of SYNNEX at November 30, 2020 compared to the opening stock price of the respective entity on December 1, 2020.
+Added: The options strike prices were adjusted in the same manner.
+Added: The modification of these awards did not result in material incremental compensation cost.
NOTE 5—BALANCE SHEET COMPONENTS:
1 unchanged sentence
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:
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
3 unchanged sentences
Accounts receivable, net:
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
3 unchanged sentences
Receivables from vendors, net:
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
2 unchanged sentences
Receivables from vendors, net
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
Property and equipment, net:
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
6 unchanged sentences
Property and equipment, net
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
−Removed: Depreciation expense was $ 37,447 and $ 111,139 , respectively, for the three and nine months ended August 31, 2020 and $ 39,124 and $ 123,242 , respectively, for the three and nine months ended August 31, 2019.
+Added: Depreciation expense was $ 6,246 and $ 5,876 for the three months ended February 28, 2021 and February 29, 2020, respectively.
Balance as of November 30, 2020
Foreign exchange translation
−Removed: Balance as of August 31, 2020
+Added: Balance as of February 28, 2021
Intangible assets, net:
−Removed: As of August 31, 2020
+Added: As of February 28, 2021
As of November 30, 2020
Customer relationships and lists
−Removed: Other intangible assets
−Removed: Amortization expense was $ 46,828 and $ 140,320 , respectively, for the three and nine months ended August 31, 2020 and $ 52,428 and $ 158,150 , respectively, for the three and nine months ended August 31, 2019.
+Added: Trade name and others
+Added: Amortization expense was $ 9,369 and $ 10,188 , for the three months ended February 28, 2021 and February 29, 2020, respectively.
Estimated future amortization expense of the Company’s intangible assets is as follows:
Fiscal years ending November 30,
−Removed: 2020 (remaining three months)
−Removed: Other accrued liabilities:
−Removed: August 31, 2020
−Removed: November 30, 2019
−Removed: Customer advances and other customer liabilities
−Removed: Current operating lease liabilities
−Removed: Derivative instruments
−Removed: Other accrued expenses and payables
−Removed: Other accrued expenses and payables includes accrued expenses, sales and value added tax accruals, sales return reserve, and other third-party liabilities.
+Added: 2021 (remaining nine months)
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
Accumulated other comprehensive income (loss):
7 unchanged sentences
Balance as of November 30, 2020
+Added: Transferred to Concentrix
Other comprehensive income (loss) before reclassification
1 unchanged sentence
income (loss)
−Removed: Balance as of August 31, 2020
−Removed: Refer to Note 5 for the location of gains and losses reclassified from other comprehensive income (loss) to the Consolidated Statements of Operations.
−Removed: Foreign currency translation adjustment and other, net of taxes, is comprised of foreign currency translation adjustment and unrealized gains and losses on available-for-sale debt securities.
−Removed: Substantially, all of the balance at both November 30, 2019 and August 31, 2020 represents foreign currency translation adjustment.
+Added: Balance as of February 28, 2021
+Added: Refer to Note 6 - Derivative Instruments for the location of gains and losses reclassified from other comprehensive income to the Consolidated Statements of Operations.
+Added: Reclassifications of amortization of actuarial (gains) losses of defined benefits plans is recorded in "Other income, net" in the combined statement of operations.
+Added: Foreign currency translation adjustment and other, net of taxes, is comprised of foreign currency translation adjustments and unrealized gains and losses on Concentrix’ available-for-sale debt securities prior to the Separation.
NOTE 6—DERIVATIVE INSTRUMENTS:
1 unchanged sentence
The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the legal entity’s functional currency.
−Removed: 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 foreign subsidiaries and certain existing assets and liabilities.
+Added: 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.
5 unchanged sentences
Cash Flow Hedges
−Removed: 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.
−Removed: dollars may hedge a portion of forecasted revenue or costs not denominated in the subsidiaries’ functional currencies.
−Removed: These instruments mature at various dates through August 2022 .
−Removed: The Company also uses interest rate derivative contracts to economically convert a portion of its variable-rate debt to fixed-rate debt.
+Added: The Company uses interest rate 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.
−Removed: 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.
2 unchanged sentences
Any subsequent changes in fair value of such derivative instruments are recorded in earnings unless they are re-designated as hedges of other transactions.
−Removed: Non-Designated Derivatives
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: 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.
4 unchanged sentences
Balance Sheet Line Item
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
4 unchanged sentences
Interest rate swap (notional value)
−Removed: Other assets, net
Other accrued liabilities
Derivative instruments designated as cash flow hedges:
−Removed: Foreign exchange forward contracts (notional value)
−Removed: Other current assets and other assets, net
−Removed: Other accrued liabilities and other long-term liabilities
Interest rate swaps (notional value)
1 unchanged sentence
Volume of Activity
−Removed: The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Philippine Peso, Indian Rupee, the Euro, Canadian Dollar, British Pound, the Chinese Yuan, the Japanese Yen and the Brazilian Real that will be bought or sold at maturity.
+Added: The notional amounts of foreign exchange forward contracts represent the gross amounts of foreign currency, including, principally, the Canadian Dollar, the Japanese Yen, the Brazilian Real, the Colombian Peso, the Chilean peso, the Chinese Yuan, the Euro, and the Mexican Peso 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.
3 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
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:
−Removed: Location of Gain (Loss)
−Removed: Three Months Ended August 31,
−Removed: Nine Months Ended August 31,
−Removed: Revenue for services
−Removed: Cost of revenue for services
−Removed: Selling, general and administrative expenses
+Added: Location of Gains (Losses)
+Added: Three Months Ended,
+Added: February 28, 2021
Interest expense and finance charges, net
−Removed: Other income (expense), net
+Added: Other expense, net
Derivative instruments designated as cash flow hedges:
−Removed: Gains (losses) recognized in OCI:
−Removed: Foreign exchange forward contracts
−Removed: Interest rate swaps
+Added: Gains (losses) recognized in OCI on interest rate swaps
Gains (losses) reclassified from AOCI into income:
−Removed: Foreign exchange forward contracts
−Removed: Gain (loss) reclassified from AOCI into income
−Removed: Revenue for services
−Removed: Gain (loss) reclassified from AOCI into income
−Removed: Cost of revenue for
−Removed: Gain (loss) reclassified from AOCI into income
−Removed: Selling, general and
−Removed: administrative expenses
−Removed: Gain (loss) reclassified from AOCI into income
−Removed: (expense), net
−Removed: Interest rate swaps
−Removed: Gain (loss) reclassified from AOCI into income
+Added: Gains (losses) on interest rate swaps reclassified from AOCI into income
Interest expense and
2 unchanged sentences
Gains (losses) recognized from foreign exchange forward contracts, net ( 1)
−Removed: (expense), net
+Added: Other expense, net
Gains (losses) recognized from interest rate swaps, net
8 unchanged sentences
In the Consolidated Balance Sheets, the Company does not offset derivative assets against liabilities in master netting arrangements.
−Removed: If derivative exposures covered by a qualifying master netting agreement had been netted in the
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
−Removed: Consolidated Balance Sheet , the total derivative asset and liability positions would have been reduced by $ 12,458 each as o f August 31, 2020 and $ 6,003 each as of November 30, 2019 .
+Added: If derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated Balance Sheets, the total derivative asset and liability positions would have been reduced by $ 2,528 each as of February 28, 2021 and $ 139 each as of November 30, 2020.
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.
5 unchanged sentences
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).
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis:
−Removed: As of August 31, 2020
+Added: As of February 28, 2021
As of November 30, 2020
3 unchanged sentences
Marketable equity securities
−Removed: Foreign government bond
Forward foreign currency exchange contracts
−Removed: Interest rate swaps
Forward foreign currency exchange contracts
3 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: The effect of nonperformance risk on the fair value of derivative instruments was not material as of August 31, 2020 and November 30, 2019.
+Added: The effect of nonperformance risk on the fair value of derivative instruments was not material as of February 28, 2021 and November 30, 2020.
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.
−Removed: During the nine months ended August 31, 2020, there were no transfers between the fair value measurement category levels.
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: During the three months ended February 28, 2021, there were no transfers between the fair value measurement category levels.
NOTE 8—ACCOUNTS RECEIVABLE ARRANGEMENTS:
1 unchanged sentence
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.
−Removed: As of August 31, 2020 and November 30, 2019, accounts receivable sold to and held by the financial institution under this program were $ 17,957 and $ 32,472 , respectively.
+Added: As of February 28, 2021 and November 30, 2020, accounts receivable sold to and held by the financial institution under this program were $ 17,653 and $ 16,735 , 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.
−Removed: During the three and nine months ended August 31, 2020 and 2019, discount fees were not material to the Company’s results of operations.
−Removed: 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.
−Removed: The amounts outstanding under these arrangements that were sold, but not collected, as of August 31, 2020 and November 30, 2019 were $ 5,760 and $ 2,856 , respectively.
+Added: During the three months ended February 28, 2021 and February 29, 2020, discount fees were not material to the Company’s results of operations.
+Added: SYNNEX Japan, the Company’s Japanese subsidiary, has arrangements with financial institutions for the sale and financing of approved accounts receivable and notes receivable.
+Added: The amounts outstanding under these arrangements that were sold, but not collected, as of February 28, 2021 and November 30, 2020 were $ 63,240 and $ 5,798 , respectively.
+Added: Discount fees related to the sale of trade accounts and notes receivable under this facility are included in “Interest expense and finance charges, net” in the Consolidated Statements of Operations.
+Added: During the three months ended February 28, 2021 and February 29, 2020, discount fees were not material to the Company’s results of operations.
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.
2 unchanged sentences
See Note 16 - Commitments and Contingencies for further information.
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
The following table summarizes the net sales financed through flooring agreements and the flooring fees incurred:
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Net sales financed
1 unchanged sentence
Flooring fees are included within “Interest expense and finance charges, net.”
−Removed: As of August 31, 2020 and November 30, 2019, accounts receivable subject to flooring agreements were $ 58,567 and $ 69,637 , respectively.
+Added: As of February 28, 2021 and November 30, 2020, accounts receivable subject to flooring agreements were $ 42,391 and $ 49,461 , respectively.
NOTE 9—BORROWINGS:
Borrowings consist of the following:
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
−Removed: SYNNEX United States accounts receivable securitization arrangement
SYNNEX Japan credit facility - revolving line of credit component
−Removed: SYNNEX United States credit agreement - revolving line of credit component
−Removed: SYNNEX United States credit agreement - current portion
−Removed: of term loan component
−Removed: SYNNEX United States term loan credit agreement - current portion
+Added: SYNNEX Japan credit agreement - current portion of term loan component
Other borrowings
Borrowings, current
−Removed: SYNNEX Japan credit facility - term loan component
SYNNEX United States credit agreement - term loan component
1 unchanged sentence
Other term debt
−Removed: Long-term borrowings, before unamortized debt discount
−Removed: and issuance costs
+Added: Long-term borrowings, before unamortized debt discount and issuance costs
unamortized debt discount and issuance costs
Long-term borrowings
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
SYNNEX United States accounts receivable securitization arrangement
19 unchanged sentences
AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets.
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
SYNNEX Canada accounts receivable securitization arrangement
−Removed: 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.
+Added: SYNNEX Canada Limited (“SYNNEX Canada”), the Company's 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 .
6 unchanged sentences
SYNNEX Canada pays a fee of 0.40 % per annum for any unused portion of the commitment up to CAD 60,000 , or $ 47,081 , and when the unused portion exceeds CAD 60,000 , or $ 47,081 , a fee of 0.55 % per annum of the unused portion of the commitment.
−Removed: As of both August 31, 2020 and November 30, 2019, there was no outstanding balance under this arrangement.
+Added: As of both February 28, 2021 and November 30, 2020, there was no outstanding balance under this arrangement.
The Company has guaranteed the performance obligations of SYNNEX Canada under this facility.
6 unchanged sentences
The Company has guaranteed the obligations of SYNNEX Japan under this facility.
−Removed: Concentrix India revolving lines of credit facilities
−Removed: The Company's Indian subsidiaries have credit facilities with a financial institution to borrow up to an aggregate amount of $ 22,000 .
−Removed: 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.
−Removed: The Company guarantees the obligations under these credit facilities.
−Removed: These credit facilities can be terminated at any time by the Company’s Indian subsidiaries or the financial institution.
−Removed: There were no borrowings outstanding under these credit facilities as of either August 31, 2020 or November 30, 2019.
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
SYNNEX United States credit agreement
5 unchanged sentences
Credit Agreement matures in September 2022 .
−Removed: The outstanding principal amount of the term loan is repayable in quarterly installments of $ 15,000 , with the unpaid balance due in full on the September 2022 maturity date.
−Removed: The term loan can be repaid at any time prior to the maturity date without penalty.
+Added: At November 30, 2020, in connection with the Separation, the Company partially repaid $ 535,000 of the term loan, using funds drawn by Concentrix from its borrowing arrangements.
+Added: The remaining outstanding principal of the term loan is payable on maturity.
Interest on borrowings under the U.S.
8 unchanged sentences
Term Loan Credit Agreement (defined below) pursuant to an intercreditor agreement and are guaranteed by certain of the Company's United States domestic subsidiaries.
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
SYNNEX United States term loan credit agreement
−Removed: The Company has a secured term loan credit agreement (the “U.S.
+Added: The Company has a senior 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 .
Term Loan Credit Agreement matures in October 2023 .
−Removed: The outstanding principal amount of the term loans is payable in quarterly installments of $ 22,500 , with the unpaid balance due in full on the maturity date.
−Removed: The term loan can be repaid at any time prior to the expiration date without penalty.
+Added: At November 30, 2020, in connection with the Separation, the Company partially repaid $ 665,000 of the term loan, using funds drawn by Concentrix from its borrowing arrangements.
+Added: The remaining outstanding principal is payable on maturity.
Interest on borrowings under the U.S.
12 unchanged sentences
The base rate could be a Banker's Acceptance Rate, a Canadian Prime Rate, LIBOR or U.S.
−Removed: As of both August 31, 2020 and November 30, 2019, there were no borrowings outstanding under this credit facility.
+Added: As of both February 28, 2021 and November 30, 2020, 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.
−Removed: As of August 31, 2020, commitments for these revolving credit facilities aggregated $ 83,335 .
+Added: As of February 28, 2021, commitments for these revolving credit facilities aggregated $ 46,918 .
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.
−Removed: The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at August 31, 2020 exchange rates.
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at February 28, 2021 exchange rates.
Future principal payments
−Removed: As of August 31, 2020, future principal payments under the above loans are as follows:
+Added: As of February 28, 2021, future principal payments under the above loans are as follows:
Fiscal Years Ending November 30,
−Removed: 2020 (remaining three months)
+Added: 2021 (remaining nine months)
Interest expense and finance charges
−Removed: The total interest expense and finance charges for the Company's borrowings were $ 31,021 and $ 105,017 , respectively, for the three and nine months ended August 31, 2020, and $ 44,401 and $ 132,111 , respectively, for the three and nine months ended August 31, 2019.
−Removed: The variable interest rates ranged between 0.74 % and 4.95 % during the three months ended August 31, 2020, and between 0.74% and 8.41 % during the nine months ended August 31, 2020.
−Removed: During the three months ended August 31, 2019, the variable interest rate ranged between 0.87 % and 10.74 %, and between 0.70 % and 11.38 % during the nine months ended August 31, 2019.
+Added: The total interest expense and finance charges for the Company's borrowings were $ 24,305 and $ 37,449 , for the three months ended February 28, 2021, and February 29, 2020, respectively.
+Added: The variable interest rates ranged between 0.78 % and 4.46 % during the three months ended February 28, 2021 and between 0.77 % and 5.25 % during the three months ended February 29, 2020.
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.
−Removed: 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.
−Removed: As of August 31, 2020, the Company was in compliance with all material covenants for the above arrangements.
+Added: The covenants also limit the Company’s ability to incur additional debt, make 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.
+Added: As of February 28, 2021, the Company was in compliance with all material covenants for the above arrangements.
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
NOTE 10—EARNINGS PER COMMON SHARE:
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Basic earnings per common share:
−Removed: net income allocated to participating securities (1)
+Added: Income from continuing operations attributable to common stockholders ( 1)
+Added: Income from discontinued operations attributable to common stockholders ( 1)
Net income attributable to common stockholders ( 1)
1 unchanged sentence
Basic earnings per common share
+Added: Continuing operations
+Added: Discontinued operations
+Added: Total basic net earnings per share
Diluted earnings per common share:
−Removed: net income allocated to participating securities (1)
+Added: Income from continuing operations attributable to common stockholders ( 1)
+Added: Income from discontinued operations attributable to common stockholders ( 1)
Net income attributable to common stockholders ( 1)
4 unchanged sentences
Diluted earnings per common share
+Added: Continuing operations
+Added: Discontinued operations
+Added: Total basic net earnings per share
Anti-dilutive shares excluded from diluted earnings per share calculation
−Removed: Restricted stock awards granted to employees by the Company are considered participating securities .
−Removed: SYNNEX CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
−Removed: NOTE 10—SEGMENT INFORMATION:
−Removed: Summarized financial information related to the Company’s reportable business segments for the periods presented is shown below:
−Removed: Inter-Segment
−Removed: Three months ended August 31, 2020
−Removed: External revenue
−Removed: Operating income
−Removed: Three months ended August 31, 2019
−Removed: External revenue
−Removed: Operating income
−Removed: Nine months ended August 31, 2020
−Removed: External revenue
−Removed: Operating income
−Removed: Nine months ended August 31, 2019
−Removed: External revenue
−Removed: Operating income
−Removed: Total assets as of August 31, 2020
−Removed: Total assets as of November 30, 2019
−Removed: Inter-segment elimination represents services and other transactions, principally intercompany investments and loans, between the Company's reportable segments that are eliminated on consolidation.
−Removed: Geographic information
−Removed: 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.
−Removed: 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:
+Added: Restricted stock awards granted by the Company are considered participating securities.
+Added: Income available to participating securities was immaterial in all periods presented .
+Added: NOTE 11—GEOGRAPHIC INFORMATION:
+Added: The Company attributes revenues from external customers to the country from where products are delivered.
+Added: Shown below are the countries accounted for 10% or more of the Company’s revenue and property and equipment, net, for the periods presented:
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
United States
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
3 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
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.
−Removed: As of both August 31, 2020 and November 30, 2019, MiTAC Holdings and its affiliates beneficially owned approximately 18 % of the Company’s outstanding common stock.
+Added: As of both February 28, 2021 and November 30, 2020, MiTAC Holdings and its affiliates beneficially owned approximately 18 % of the Company’s outstanding common stock.
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.
Beneficial ownership of the Company’s common stock by MiTAC Holdings
−Removed: As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 18% of the Company’s outstanding common stock as of August 31, 2020.
+Added: As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 18% of the Company’s outstanding common stock as of February 28, 2021.
These shares are owned by the following entities:
−Removed: As of August 31, 2020
+Added: As of February 28, 2021
MiTAC Holdings ( 1)
11 unchanged sentences
Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
−Removed: MiTAC Holdings generally has significant influence over the Company regarding matters submitted to stockholders for consideration, including any merger or acquisition of the Company.
+Added: 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.
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2019
−Removed: August 31, 2020
−Removed: August 31, 2019
+Added: February 28, 2021
+Added: February 29, 2020
Purchases of inventories and services
Sale of products to MiTAC Holdings and affiliates
−Removed: Rent and overhead costs incurred for use of facilities of MiTAC Holdings and affiliates
+Added: Payments made for rent and overhead costs
+Added: for use of facilities of MiTAC Holdings and affiliates, net
The following table presents the Company’s receivable from and payable to MiTAC Holdings and its affiliates for the periods presented:
−Removed: August 31, 2020
+Added: February 28, 2021
November 30, 2020
8 unchanged sentences
Neither MiTAC Holdings nor Synnex Technology International is restricted from competing with the Company.
−Removed: NOTE 12—PENSION AND EMPLOYEE BENEFITS PLANS:
+Added: NOTE 13—EMPLOYEE BENEFIT 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.
+Added: The Company may make discretionary contributions under the plans.
+Added: Employees in most of the Company's international subsidiaries are covered by
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
−Removed: Company may make discretionary contributions under the plans.
−Removed: Employees in most of the Company's foreign subsidiaries are covered by government-mandated defined contribution plans.
−Removed: During the three and nine months ended August 31, 2020 , the Company contributed $ 18,874 and $ 51,487 , respectively, to defined contribution plans.
−Removed: During the three and nine months ended August 31, 2019 , the Company contributed $ 11,052 and $ 34,596 , respectively, to defined contribution plans .
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: government-mandated defined contribution plans.
+Added: During the three months ended February 28, 2021 and February 29, 2020 , the Company contributed $ 1,035 and $ 944 , respectively, to defined contribution plans .
The Company has a deferred compensation plan for certain directors and officers.
1 unchanged sentence
The Company may invest balances in the plan in trading securities reported on recognized exchanges.
−Removed: As of August 31, 2020 and November 30, 2019, the deferred compensation liability balance was $ 5,511 and $ 5,389 , respectively.
+Added: As of February 28, 2021 and November 30, 2020, the deferred compensation liability balance was $ 4,662 and $ 4,628 , respectively.
Defined Benefit Plans
−Removed: The Company has defined benefit pension or retirement plans for eligible employees in certain foreign subsidiaries.
+Added: The Company has a defined benefit pension plan 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.
−Removed: In addition, the Company has a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for all eligible employees in the U.S.
−Removed: (“the cash balance plan”).
−Removed: The pension benefit formula for the cash balance plan is determined by a combination of compensation, age-based credits and annual guaranteed interest credits.
−Removed: 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.
−Removed: During the three and nine months ended August 31, 2020, net periodic pension costs were $ 3,995 and $ 10,171 , respectively, and the Company’s contribution was $ 239 and $ 636 , respectively.
−Removed: During the three and nine months ended August 31, 2019, net periodic pension costs were $ 6,204 and $ 11,678 , respectively, and the Company’s contribution was $ 2,225 and $ 5,437 , respectively.
−Removed: The plans were underfunded by $ 135,313 and $ 116,675 as of August 31, 2020 and November 30, 2019, respectively.
+Added: During the three months ended February 28, 2021 and February 29, 2020, net periodic pension costs were $ 132 and $ 117 , respectively, and the Company’s contribution was $ 0 for both the periods.
+Added: The plans were underfunded by $ 1,239 and $ 1,328 as of February 28, 2021 and November 30, 2020, respectively.
NOTE 14—EQUITY:
1 unchanged sentence
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.
−Removed: As of August 31, 2020, the Company had no t repurchased any shares under this program.
−Removed: In June 2017, the Board of Directors authorized a three-year $ 300,000 share repurchase program, effective July 1, 2017, pursuant to which the Company could repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions.
−Removed: Through the expiration of this program in June 2020, the Company had repurchased 875 shares at a total cost of $ 84,577 .
−Removed: The share purchases were made on the open market and the shares repurchased by the Company are held in treasury for general corporate purposes.
−Removed: 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 .
+Added: As of February 29, 2021, the Company had no t repurchased any shares under this program.
+Added: On March 22, 2021 , the Company announced a cash dividend of $ 0.20 per share payable on April 30, 2021 to stockholders of record as of April 16, 2021 .
+Added: Future dividends are subject to continued capital availability, compliance with the covenants and conditions in some of the Company's credit facilities and declaration by the Board of Directors in the best interest of the Company’s stockholders.
NOTE 15—LEASES:
3 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: August 31, 2020
−Removed: August 31, 2020
+Added: February 28, 2021
+Added: February 29, 2020
Operating lease cost
3 unchanged sentences
Total operating lease cost
−Removed: 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 August 31, 2020:
+Added: 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 February 29, 2020:
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
Fiscal Years Ending November 30,
−Removed: 2020 (remaining three months)
+Added: 2021 (remaining nine months)
Total payments
2 unchanged sentences
* Imputed interest represents the difference between undiscounted cash flows and discounted cash flows.
−Removed: During the three and nine months ended August 31, 2019, rent expense was $ 66,749 and $ 197,645 , respectively.
−Removed: Sublease income was immaterial.
−Removed: The following amounts were recorded in the Company's Consolidated Balance Sheet as of August 31, 2020:
+Added: The following amounts were recorded in the Company's Consolidated Balance Sheet as of:
Operating leases
Balance sheet location
−Removed: August 31, 2020
−Removed: Operating lease ROU assets
+Added: February 28, 2021
+Added: November 30, 2020
+Added: Operating lease Right of Use ("ROU") assets
Other assets, net
1 unchanged sentence
Other accrued liabilities
−Removed: Non-current operating lease liabilities
+Added: Noncurrent operating lease liabilities
Other long-term liabilities
−Removed: The following table presents s upplemental cash flow information related to the Company's operating leases for the nine months ended August 31, 2020.
+Added: The following table presents s upplemental cash flow information related to the Company's operating leases for the three months ended February 28, 2021 and February 29, 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 :
−Removed: Nine months ended
+Added: Three months ended
Cash flow information
−Removed: August 31, 2020
+Added: February 28, 2021
+Added: February 29, 2020
Cash paid for amounts included in the measurement of lease liabilities
Non-cash ROU assets obtained in exchange for lease liabilities (subsequent to initial adoption)
−Removed: The weighted-average remaining lease term and discount rate as of August 31, 2020 were as follows:
+Added: The weighted-average remaining lease term and discount rate were as follows:
+Added: Three months ended
Operating lease term and discount rate
−Removed: Operating Leases
+Added: February 28, 2021
+Added: February 29, 2020
Weighted-average remaining lease term (years)
Weighted-average discount rate
−Removed: Future minimum contractually required cash payment obligations under non-cancellable lease agreements as of November 30, 2019 were as follows:
−Removed: Fiscal Years Ending November 30,
−Removed: Total minimum lease payments
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
−Removed: For the three and nine months ended August 31, 2020 and 2019
−Removed: (currency and share amounts in thousands, except per share amounts)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
NOTE 16—COMMITMENTS AND CONTINGENCIES:
−Removed: The Company was contingently liable as of August 31, 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.
−Removed: These arrangements are described in Note 7 and do not have expiration dates.
+Added: The Company was contingently liable as of February 28, 2021 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.
+Added: These arrangements are described in Note 8 - Accounts Receivable Arrangements 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.
−Removed: There have been no repurchases through August 31, 2020 under these agreements and the Company is not aware of any pending customer defaults or repossession obligations.
+Added: There have been no repurchases through February 28, 2021 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.
4 unchanged sentences
It is possible that the ultimate liabilities could differ from the amounts recorded.
+Added: Under the separation and distribution agreement with Concentrix that was entered into in connection with the Separation, 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.
+Added: 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.
+Added: SYNNEX expects Concentrix to fully perform under the terms of the separation and distribution agreement.
+Added: Under the separation and distribution agreement, SYNNEX and Concentrix agreed to cooperate with each other in managing litigation related to both companies' businesses.
+Added: 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.
+Added: Under the tax matters agreement with Concentrix that was entered into in connection with the Separation, if the spin-off fails to qualify for tax-free treatment, Concentrix is generally required to indemnify the Company for any taxes resulting from the spin-off (and related costs and other damages) to the extent such amounts result from (1) an acquisition of all or a portion of the Concentrix’ equity securities or assets by any means, (2) any action or failure to act by Concentrix after the distribution affecting the voting rights of Concentrix’ stock, (3) other actions or failures to act by Concentrix’, or (4) certain breaches of the Concentrix’ agreements and representations in the tax matters agreement.
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.
−Removed: NOTE 16— RISKS AND UNCERTAINTIES RELATED TO THE COVID-19 PANDEMIC:
−Removed: On March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic.
−Removed: The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and work force participation and created significant volatility and disruption of financial markets.
−Removed: These disruptions, which were most acute during the second quarter of fiscal year 2020, have impacted the Company’s business including Concentrix’ ability to support customer demand due to decreased workforce productivity and limiting the Technology Solutions segment’s ability to support end market demand due to supply chain disruptions.
−Removed: As a result, many of the estimates and assumptions used in preparation of these interim financial statements required increased judgment and carry a higher degree of variability and volatility.
−Removed: As events continue to evolve with respect to the pandemic, the Company’s estimates may materially change in future periods.
+Added: SYNNEX CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
+Added: For the three months ended February 28, 2021 and February 29, 2020
+Added: ( Except per share amounts or as otherwise indicated, currency and share amounts in thousands )
+Added: NOTE 17—SUBSEQUENT EVENTS:
+Added: Merger Agreement
+Added: On March 22, 2021, the Company announced that it had entered into a merger agreement to acquire 100 % of the parent company of Tech Data Corporation, a Delaware Corporation ("Tech Data") in a cash and stock transaction (the "Merger").
+Added: The consideration payable to the stockholder that owns Tech Data in connection with the Merger (the “Merger Consideration”) consists of $ 1,610,000 of cash and 44,000 shares of common stock of SYNNEX, plus cash in lieu of any fractional shares of SYNNEX stock, without interest.
+Added: Following the proposed Merger, the sole stockholder of Tech Data will own approximately 45 % of SYNNEX stock on a fully diluted basis, based on our shares outstanding as of February 28, 2021.
+Added: If the Merger is not consummated, then under certain circumstances the Company would be obligated to pay Tech Data a termination fee ranging from $ 40,867 to $ 131,683 .
+Added: Either party can terminate the Merger agreement if certain matters are not approved by the SYNNEX’ stockholders, in which case, SYNNEX may be obligated to pay Tech Data a fee equal to the reasonable fees, costs and other expenses directly related to the Merger, or in certain circumstances, the termination fee.
+Added: The Merger is expected to create a global IT distribution leader with significant breadth and depth of product offerings, services and logistic capabilities.
+Added: For the twelve months ended January 31, 2020, Tech Data generated approximately $ 37 billion in revenue and approximately $ 375 million of net income.
+Added: Completion of the Merger is subject to the approval by the Company's stockholders of the shares to be issued as consideration and related amendments to the Company’s certificate of incorporation, approval by the New York Stock Exchange of the listing of the SYNNEX stock to be issued as consideration, and other customary closing conditions, including expiration of the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 waiting period and certain foreign regulatory approvals.
+Added: The Company expects the transaction to close in the second half of the calendar year 2021.
+Added: Debt Commitment Letter
+Added: In connection with the Merger, the Company entered into a debt commitment letter (the “Commitment Letter”), dated March 22, 2021, with Citigroup Global Markets Inc.
+Added: (“Citi”), pursuant to which Citi has committed to provide (i) a $ 4,000,000 364-day senior unsecured term bridge facility and (ii) a $ 3,500,000 364-day senior unsecured revolving credit facility, each subject to the satisfaction of certain customary closing conditions including the consummation of the proposed Merger (the “Bridge Facility”).
+Added: The Bridge Facility is available to (i) pay for a portion of the Merger Consideration, (ii) directly or indirectly pay, repay, repurchase, or settle, as applicable, certain existing indebtedness of the Company and its subsidiaries and Tech Data and its subsidiaries, and (iii) to pay the costs and expenses related to the Mergers, the Bridge Facility and the transactions being entered into or otherwise contemplated in connection therewith.
+Added: If the Company utilizes the Bridge Facility, amounts drawn thereunder will bear interest at an annual rate equal to LIBOR plus a margin which may initially range from 1.125 % to 1.750 %, depending on SYNNEX’ debt rating, which margin will be increased by 0.25 % for each 90 days that elapse after the closing of the Bridge Facility.
+Added: The Company will pay commitment fees on the undrawn amount of this commitment ranging from 0.125 % to 0.300 % based upon SYNNEX’ debt rating.
+Added: The Company will pay certain customary fees and expenses in connection with obtaining the Bridge Facility.
+Added: Additionally, prior to the completion of the proposed merger, the Company's ability to issue dividends outside its normal practice or repurchase shares of common stock is limited.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.