Q2-2015 10Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________________________________
FORM 10-Q
 __________________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2015
OR
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
 
Commission File Number: 001-31892
 _______________________________________________________
SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
 _______________________________________________________
Delaware
 
94-2703333
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
 
44201 Nobel Drive
Fremont, California
 
94538
(Address of principal executive offices)
 
(Zip Code)
(510) 656-3333
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer  x 
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
 
Outstanding as of June 30, 2015
Common Stock, $0.001 par value
 
39,632,249


 



Table of Contents

SYNNEX CORPORATION
 
FORM 10-Q
INDEX
 
 
 
 
 
 
Page
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
Item 1A.
Item 6.
 
 

2

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

SYNNEX CORPORATION 
CONSOLIDATED BALANCE SHEETS
(currency and share amounts in thousands, except for par value)
(unaudited)
 
May 31,
2015
 
November 30,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
215,505

 
$
180,143

Restricted cash
27,517

 
34,269

Short-term investments
5,587

 
7,128

Accounts receivable, net
1,692,087

 
2,091,511

Receivable from related parties
108

 
332

Inventories
1,246,498

 
1,398,463

Current deferred tax assets
33,563

 
34,310

Other current assets
88,150

 
153,833

Total current assets
3,309,015

 
3,899,989

Property and equipment, net
222,504

 
200,803

Goodwill
312,878

 
314,213

Intangible assets, net
196,396

 
229,684

Deferred tax assets
12,251

 
10,790

Other assets
61,876

 
57,563

Total assets
$
4,114,920

 
$
4,713,042

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Borrowings under securitization, term loans and lines of credit
$
81,121

 
$
716,257

Accounts payable
1,231,085

 
1,585,606

Payable to related parties
4,145

 
5,129

Accrued liabilities
336,253

 
391,608

Income taxes payable
7,519

 
23,129

Total current liabilities
1,660,123

 
2,721,729

Long-term borrowings
654,607

 
264,246

Long-term liabilities
60,001

 
60,215

Deferred tax liabilities
11,801

 
12,867

Total liabilities
2,386,532

 
3,059,057

Commitments and contingencies (Note 16)

 

SYNNEX Corporation stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued or outstanding

 

Common stock, $0.001 par value, 100,000 shares authorized, 40,070 and 39,847 shares issued as of May 31, 2015 and November 30, 2014, respectively
40

 
40

Additional paid-in capital
398,351

 
384,625

Treasury stock, 976 and 923 shares as of May 31, 2015 and November 30, 2014, respectively
(36,904
)
 
(32,723
)
Accumulated other comprehensive loss
(30,144
)
 
(6,628
)
Retained earnings
1,396,608

 
1,308,244

Total SYNNEX Corporation stockholders’ equity
1,727,951

 
1,653,558

Noncontrolling interest
437

 
427

Total equity
1,728,388

 
1,653,985

Total liabilities and equity
$
4,114,920

 
$
4,713,042

The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).

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Table of Contents

SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(currency and share amounts in thousands, except for per share amounts)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Revenue
$
3,253,785

 
$
3,453,535

 
$
6,456,243

 
$
6,480,519

Cost of revenue
(2,953,726
)
 
(3,174,521
)
 
(5,867,966
)
 
(5,994,859
)
Gross profit
300,059

 
279,014

 
588,277

 
485,660

Selling, general and administrative expenses
(210,698
)
 
(210,931
)
 
(419,969
)
 
(355,627
)
Income before non-operating items, income taxes and noncontrolling interest
89,361

 
68,083

 
168,308

 
130,033

Interest expense and finance charges, net
(5,815
)
 
(6,160
)
 
(12,256
)
 
(10,658
)
Other income (expense), net
(1,584
)
 
(197
)
 
(1,517
)
 
2,771

Income before income taxes and noncontrolling interest
81,962

 
61,726

 
154,535

 
122,146

Provision for income taxes
(30,052
)
 
(22,147
)
 
(56,323
)
 
(44,109
)
Net income
51,910

 
39,579

 
98,212

 
78,037

Net income attributable to noncontrolling interest
(36
)
 
(28
)
 
(15
)
 
(69
)
Net income attributable to SYNNEX Corporation
$
51,874

 
$
39,551

 
$
98,197

 
$
77,968

Earnings per share attributable to SYNNEX Corporation:
 
 
 
 
 
 
 
Basic
$
1.31

 
$
1.01

 
$
2.49

 
$
2.01

Diluted
$
1.30

 
$
1.00

 
$
2.47

 
$
2.00

Weighted-average common shares outstanding:
 
 
 
 
 
 
 
Basic
39,054

 
38,663

 
39,011

 
38,165

Diluted
39,343

 
39,011

 
39,323

 
38,544

Cash dividends declared per share
$
0.13

 
$

 
$
0.25

 
$



The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).

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Table of Contents

SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(currency in thousands)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Net income
$
51,910

 
$
39,579

 
$
98,212

 
$
78,037

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gains on available-for-sale securities, net of tax of $(79) and $(202) for the three and six months ended May 31, 2015, respectively, and $0 for both the three and six months ended May 31, 2014
141

 
230

 
364

 
262

Change in unrealized gain of defined benefit plan, net of tax of $0 for both the three and six months ended May 31, 2015, and $(60) for both the three and six months ended May 31, 2014

 
114

 

 
114

Unrealized losses on cash flow hedges, net of tax of $733 for both the three and six months ended May 31, 2015, and $0 for both the three and six months ended May 31, 2014
(1,154
)
 

 
(1,154
)
 

Foreign currency translation adjustments, net of tax of $38 and $1,132 for the three and six months ended May 31, 2015, respectively, and $(287) and $235 for the three and six months ended May 31, 2014, respectively
(6,592
)
 
11,049

 
(22,731
)
 
8,940

Other comprehensive income (loss)
(7,605
)
 
11,393

 
(23,521
)
 
9,316

Comprehensive income:
44,305

 
50,972

 
74,691

 
87,353

Comprehensive income attributable to noncontrolling interest
(30
)
 
(31
)
 
(10
)
 
(71
)
Comprehensive income attributable to SYNNEX Corporation
$
44,275

 
$
50,941

 
$
74,681

 
$
87,282


The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).

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Table of Contents

SYNNEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(currency in thousands)
(unaudited)
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
Cash flows from operating activities:
 
 
 
Net income
$
98,212

 
$
78,037

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation expense
22,280

 
14,856

Amortization of intangible assets
28,055

 
20,863

Share-based compensation
7,377

 
5,632

Provision for doubtful accounts
2,550

 
2,974

Tax benefits from employee stock plans
3,588

 
2,806

Excess tax benefit from share-based compensation
(3,618
)
 
(2,758
)
Deferred income taxes
(1,110
)
 
3,362

Gains on investments
(50
)
 
(96
)
Changes in assets and liabilities, net of acquisition of business:
 
 
 
Accounts receivable
369,475

 
(200,060
)
Receivable from related parties
223

 
(486
)
Inventories
133,400

 
(332,143
)
Other assets
(29,588
)
 
(27,894
)
Accounts payable
(256,095
)
 
111,058

Payable to related parties
(981
)
 
12,133

Accrued liabilities
(33,024
)
 
103,911

Other liabilities
(5,121
)
 
8,063

Net cash provided by (used in) operating activities
335,573

 
(199,742
)
Cash flows from investing activities:
 
 
 
Purchases of trading investments
(83
)
 
(528
)
Proceeds from sale of trading investments
2,105

 
3,453

Purchases of term deposits
(5,689
)
 
(8,817
)
Proceeds from maturity of term deposits
5,079

 
8,683

Acquisition of businesses, net of cash acquired
65,297

 
(390,433
)
Purchases of property and equipment
(45,331
)
 
(20,269
)
Repayments received of loans and deposits to third parties
546

 
1,509

Proceeds from sale of cost investment

 
1,877

Changes in restricted cash
6,736

 
2,208

Net cash provided by (used in) investing activities
28,660

 
(402,317
)
Cash flows from financing activities:
 
 
 
Proceeds from securitization and revolving line of credit
1,924,139

 
2,085,743

Payments of securitization and revolving line of credit
(2,567,069
)
 
(1,652,964
)
Proceeds from term loans, net of issuance cost
408,299

 
225,000

Payments of term loans and capital leases
(6,009
)
 
(519
)
Dividends paid
(9,833
)
 

Excess tax benefit from share-based compensation
3,618

 
2,758

Decrease in book overdraft
(78,263
)
 
(1,567
)
Payments of acquisition-related contingent consideration
(170
)
 
(5,136
)
Proceeds from issuance of common stock, net of taxes paid for settlement of equity awards
(1,394
)
 
2,888

Net cash provided by (used in) financing activities
(326,682
)
 
656,203

Effect of exchange rate changes on cash and cash equivalents
(2,189
)
 
(1,171
)
Net increase in cash and cash equivalents
35,362

 
52,973

Cash and cash equivalents at beginning of period
180,143

 
151,622

Cash and cash equivalents at end of period
$
215,505

 
$
204,595

 
 
 
 
Supplemental disclosure of non-cash investing activities
 
 
 
Fair value of common stock issued for acquisition of business
$

 
$
71,106

Accrued costs for property and equipment purchases
$
4,786

 
$
618

 

The accompanying Notes are an integral part of these Consolidated Financial Statements (unaudited).

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Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)



NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION: 
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 America, South America, Asia, Australia and Europe.
The Company operates in two segments: Technology Solutions and Concentrix. The Technology Solutions segment distributes a broad range of information technology (“IT”) systems and products and also provides systems design and integration solutions. The Concentrix segment offers a portfolio of strategic solutions and end-to-end business services focused on customer engagement strategy, process optimization, technology innovation, front and back-office automation and business transformation to clients in ten identified industry verticals.
The accompanying interim unaudited Consolidated Financial Statements as of May 31, 2015 and for the three and six months ended May 31, 2015 and 2014 have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The amounts as of November 30, 2014 have been derived from the Company’s annual audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2014.
The results of operations for the three months ended May 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending November 30, 2015, or any future period and the Company makes no representations related thereto.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: 
The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2014. There have been no material changes to these accounting policies. For a discussion of the significant accounting policies, please see the discussion in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2014.
Concentration of credit risk 
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative instruments.
The Company’s cash and cash equivalents and derivative instruments are transacted and maintained with financial institutions with high credit standing and the compositions and maturities of which are regularly monitored by management. Through May 31, 2015, the Company had not experienced any credit losses on such deposits and derivative instruments. 
Accounts receivable include amounts due from customers and original equipment manufacturer (“OEM”) vendors primarily in the technology industry. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. The Company also maintains allowances for potential credit losses. In estimating the required allowances, the Company takes into consideration the overall quality and aging of the receivable portfolio, the existence of a limited amount of credit insurance and specifically identified customer and vendor risks. Through May 31, 2015, such losses have been within management’s expectations. 
In both the three and six months ended May 31, 2015 and 2014, no customer accounted for 10% or more of the Company's total revenue. Products purchased from the Company’s largest OEM supplier, Hewlett-Packard Company (“HP”), accounted for approximately 24% of total revenue for both the three and six months ended May 31, 2015, and for approximately 25% and 26% of total revenue for the three and six months ended May 31, 2014, respectively.

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Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

As of both May 31, 2015 and November 30, 2014, one customer consisted of 16% of the total consolidated accounts receivable balance.
Inventories
Inventories are comprised of finished goods and work-in-process. Finished goods include products purchased for resale, system components purchased for both resale and for use in the Company’s systems design and integration business, and completed systems. Work-in-process inventories are not material to the Consolidated Financial Statements.
Reclassifications
Certain reclassifications have been made to prior period amounts in the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows to conform to current period presentation. Such reclassifications have no effect on either consolidated total assets or the cash flows from operating, investing and financing activities as previously reported.
Recently issued accounting pronouncements 
In April 2015, the Financial Accounting Standard Board (“FASB”) issued a new guidance to customers about whether a cloud computing arrangement includes a software license. If the cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new standard may be applied prospectively or retrospectively and is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact on its Consolidated Financial Statements upon the adoption of this new standard.
In April 2015, the FASB issued a new accounting standard that requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability. The new standard is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted, and is to be applied on a retrospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company's Consolidated Financial Statements.
In January 2015, the FASB issued a new accounting standard, which eliminates from U.S. GAAP the concept of extraordinary items. The guidance eliminates the separate presentation of extraordinary items on the income statement, net of tax and the related earnings per share, but does not affect the requirement to disclose material items that are unusual in nature or occurring infrequently. The new standard may be applied prospectively or retrospectively and is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those annual periods, with early adoption permitted. The Company does not expect the adoption of this standard to have an impact on the Company’s Consolidated Financial Statements.
In May 2014, the FASB issued a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle of this standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. This guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early application is prohibited. The standard permits the use of either the retrospective or cumulative effect transition method. This guidance will be applicable to the Company at the beginning of its first quarter of fiscal year 2018. The Company is currently evaluating the impact on its Consolidated Financial Statements upon the adoption of this new standard.
Recently adopted accounting pronouncements
In July 2013, the FASB issued a new accounting standard that requires the presentation of certain unrecognized tax benefits as reductions to deferred tax assets rather than as liabilities in the Consolidated Balance Sheets when a net operating

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Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new accounting update was adopted by the Company in the first quarter of fiscal 2015. The adoption of this new standard did not have a material impact on the Company's Consolidated Financial Statements.

NOTE 3—ACQUISITIONS:
Fiscal year 2014 acquisition
In fiscal year 2014, the Company acquired the assets of the customer relationship management business of International Business Machines Corporation, a New York corporation (“IBM”). The transaction was completed in phases with the initial closing completed on January 31, 2014, the second phase closing completed on April 30, 2014 and the final closing completed on September 30, 2014 for an aggregate preliminary purchase price of $418,315 as of November 30, 2014, subject to certain post-closing adjustments. During the six months ended May 31, 2015 the Company recorded adjustments of $1,157 to the fair value of acquired net tangible assets and other post-closing adjustments increasing the purchase price by $7,375 with a net increase in goodwill of $6,218 and closed the measurement period in relation to the initial and second closings completed on January 31, 2014 and April 30, 2014, respectively. The aggregate purchase price was $425,690 as of May 31, 2015.
As of May 31, 2015 and November 30, 2014, the Company was obligated to pay an amount of $28,164 and $40,000, respectively, in cash and had a receivable of $737 and $85,126, respectively from IBM related to working capital adjustments and other post-closing adjustments recognized in accordance with the agreement.

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 and employee stock purchases, based on estimated fair values.
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 six months ended May 31, 2015 and 2014, and the grant-date fair value of the awards:
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
 
Shares awarded
 
Fair value of grants
 
Shares awarded
 
Fair value of grants
 
Shares awarded
 
Fair value of grants
 
Shares awarded
 
Fair value of grants
Restricted stock awards
14

 
$
1,059

 
18

 
$
1,158

 
17

 
$
1,274

 
98

 
$
5,702

Restricted stock units

 

 
7

 
500

 
49

 
3,799

 
53

 
3,204

 
14

 
$
1,059

 
25

 
$
1,658

 
66

 
$
5,073

 
151

 
$
8,906

The Company recorded share-based compensation expense in the consolidated statement of operations for the three and six months ended May 31, 2015 and 2014 as follows:
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Cost of revenue
$
217

 
$

 
$
421

 
$

Selling, general and administrative expenses
3,504

 
3,048

 
6,956

 
5,632

Total share-based compensation
3,721

 
3,048

 
7,377

 
5,632

Tax effect on share-based compensation
(1,366
)
 
(1,095
)
 
(2,689
)
 
(2,034
)
Net effect on net income
$
2,355

 
$
1,953

 
$
4,688

 
$
3,598



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Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

NOTE 5—BALANCE SHEET COMPONENTS:
 
As of
 
May 31, 2015
 
November 30, 2014
Short-term investments:
 
 
 
Trading securities
$

 
$
1,987

Held-to-maturity securities
5,587

 
5,141

 
$
5,587

 
$
7,128

 
As of
 
May 31, 2015
 
November 30, 2014
Accounts receivable, net:
 
 
 
Accounts receivable
$
1,743,854

 
$
2,163,690

Less: Allowance for doubtful accounts
(16,143
)
 
(16,870
)
Less: Allowance for sales returns
(35,624
)
 
(55,309
)
 
$
1,692,087

 
$
2,091,511

 
As of
 
May 31, 2015
 
November 30, 2014
Property and equipment, net:
 
 
 
Land
$
21,990

 
$
22,402

Equipment and computers
174,924

 
157,931

Furniture and fixtures
41,079

 
38,113

Buildings, building improvements and leasehold improvements
148,805

 
134,291

Construction-in-progress
17,071

 
12,783

Total property and equipment, gross
403,869

 
365,520

Less: Accumulated depreciation
(181,365
)
 
(164,717
)
 
$
222,504

 
$
200,803

Goodwill:
 
 
 
 
 
 
Technology Solutions
 
Concentrix
 
Total
Balance as of November 30, 2014
$
102,911

 
$
211,302

 
$
314,213

Additions from acquisitions, net of adjustments

 
6,218

 
6,218

Foreign exchange translation
(4,228
)
 
(3,325
)
 
(7,553
)
Balance as of May 31, 2015
$
98,683

 
$
214,195

 
$
312,878

 

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Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

 
As of May 31, 2015
 
As of November 30, 2014
 
Gross
Amounts
 
Accumulated
Amortization
 
Net
Amounts
 
Gross
Amounts
 
Accumulated
Amortization
 
Net
Amounts
Intangible assets, net:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships and lists
$
293,544

 
$
(108,661
)
 
$
184,883

 
$
299,439

 
$
(83,316
)
 
$
216,123

Vendor lists
36,815

 
(32,486
)
 
4,329

 
36,815

 
(31,717
)
 
5,098

Technology
3,866

 
(928
)
 
2,938

 
2,518

 
(553
)
 
1,965

Other intangible assets
9,781

 
(5,535
)
 
4,246

 
11,847

 
(5,349
)
 
6,498

 
$
344,006

 
$
(147,610
)
 
$
196,396

 
$
350,619

 
$
(120,935
)
 
$
229,684

 
Amortization expense was $13,462 and $28,055 for the three and six months ended May 31, 2015, respectively, and $15,166 and $20,863 for the three and six months ended May 31, 2014, respectively.
Estimated future amortization expense of the Company's intangible assets is as follows:
Fiscal Years Ending November 30,
 
2015 (remaining six months)
$
24,724

2016
49,414

2017
37,857

2018
28,671

2019
17,884

thereafter
37,846

Total
$
196,396

 
As of
 
May 31, 2015
 
November 30, 2014
Accrued liabilities:
 
 
 
Accrued compensation and benefit
$
107,933

 
$
125,733

Sales tax/Value-added-tax accrual
15,055

 
31,763

Vendor and other claims payable
49,931

 
54,434

Accrued customer rebates
19,469

 
23,702

Deferred revenue
9,953

 
12,064

Business acquisition holdback payable
28,164

 
40,000

Other accrued liabilities
105,748

 
103,912

Total
$
336,253

 
$
391,608

Other accrued liabilities include accrued expenses, customer credit balances, various third-party liabilities and current deferred tax liabilities.

11

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

Accumulated other comprehensive loss: 
The components of accumulated other comprehensive income (loss), net of tax, excluding noncontrolling interests were as follows:
 
 
Unrealized gains on available-for-sale securities, net of taxes
 
Unrecognized defined benefit plan costs, net of taxes
 
Unrealized losses on cash flow hedges, net of taxes
 
Foreign currency translation adjustment, net of taxes
 
Total
Balance as of November 30, 2014
 
$
821

 
$
319

 
$

 
$
(7,768
)
 
$
(6,628
)
Other comprehensive income (loss)
 
362

 

 
(1,154
)
 
(22,724
)
 
(23,516
)
Balance as of May 31, 2015
 
$
1,183

 
$
319

 
$
(1,154
)
 
$
(30,492
)
 
$
(30,144
)

NOTE 6—INVESTMENTS: 
The carrying amount of the Company’s investments is shown in the table below: 
 
As of
 
May 31, 2015
 
November 30, 2014
 
Cost Basis
 
Unrealized Gains
 
Carrying
Value
 
Cost Basis
 
Unrealized Gains
 
Carrying
Value
Short-term investments:
 
 
 
 
 
 
 
 
 
 
 
Trading securities
$

 
$

 
$

 
$
1,614

 
$
373

 
$
1,987

Held-to-maturity investments
5,587

 

 
5,587

 
5,141

 

 
5,141

 
$
5,587

 
$

 
$
5,587

 
$
6,755

 
$
373

 
$
7,128

Long-term investments in other assets:
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities
$
820

 
$
1,410

 
$
2,230

 
$
843

 
$
897

 
$
1,740

Cost-method investments
$
4,555

 
$

 
$
4,555

 
$
4,578

 
$

 
$
4,578

 
Short-term trading securities generally consist of equity securities relating to the Company’s deferred compensation plan. Held-to-maturity investments primarily consist of term deposits with maturities from the date of purchase greater than three months and less than one year. These term deposits are held until the maturity date and are not traded. Long-term available-for-sale securities primarily consist of investments in other companies’ equity securities. Long-term cost-method investments consist of investments in equity securities of private entities.
Trading securities and available-for-sale securities are recorded at fair value in each reporting period and therefore the carrying value of these securities equals their fair value. For cost-method securities, the Company records an impairment charge when the decline in fair value is determined to be other-than-temporary. The fair value of cost-method investments is based on an internal valuation of the investees.
The following table summarizes the total gains recorded in “Other income (expense), net” in the Consolidated Statements of Operations for changes in the fair value of the Company's trading investments:
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Gains (losses) on trading investments
$
(9
)
 
$
255

 
$
50

 
$
314


NOTE 7—DERIVATIVE INSTRUMENTS: 
In the ordinary course of business, the Company is exposed to foreign currency risk, interest rate risk, equity risk and credit risk. The Company’s transactions in most of its foreign operations are primarily denominated in local currency. The Company enters into transactions, and owns monetary assets and liabilities, that are denominated in currencies other than the

12

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

legal entity's functional currency. The Company may enter into forward contracts, option contracts, swaps, or other derivative instruments to offset a portion of the risk on expected future cash flows, on net investments in certain foreign subsidiaries and on certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates.
All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of a derivative are recorded in the Consolidated Statements of Operations as “Other income (expense), net” or as a component of “Accumulated other comprehensive income” in the Consolidated Balance Sheets, as discussed below.
As part of its risk management strategy, the Company uses short-term forward contracts to minimize its balance sheet exposure to foreign currency risk. These forward-exchange contracts are not designated as hedging instruments. The forward exchange contracts are recorded at fair value in each reporting period and any gains or losses, resulting from the changes in fair value, are recorded in earnings in the period of change.
In May 2015, the Company entered into interest rate swaps with an aggregate notional amount of $400,000 to economically convert a portion of its variable-rate debt to fixed-rate debt. The effective portions of cash flow hedges are recorded in “Accumulated other comprehensive income” until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of interest expense are recognized in “Other income (expense), net” in the same period as the related expense is recognized. The ineffective portions and amounts excluded from the effectiveness testing of cash flow hedges are recognized in “Other income (expense), net.”
Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in “Accumulated other comprehensive income” associated with such derivative instruments are reclassified immediately into “Other income (expense), net.” Any subsequent changes in fair value of such derivative instruments are reflected in “Other income (expense), net” unless they are re-designated as hedges of other transactions.
Generally, the Company does not use derivative instruments to cover equity risk and credit risk. The Company’s policy is not to allow the use of derivatives for trading or speculative purposes. The fair value of the Company’s derivative instruments are also disclosed in Note 8.
The following table summarizes the fair value of the Company’s outstanding derivative instruments as of May 31, 2015 and November 30, 2014:
 
 
 
Fair Value as of
 
Balance Sheet Line Item
 
May 31, 2015

 
November 30, 2014

Derivative instruments not designated as hedging instruments
 
 
 
 
Foreign exchange forward contracts
 
 
 
 
 
Other current assets
 
$
2,057

 
$
4,532

 
Accrued liabilities
 
$
202

 
$
145

Derivative instruments designated as cash flow hedges
 
 
 
 
Interest rate swaps
 
 
 
 
 
Accrued liabilities
 
$
264

 
$

 
Long-term liabilities
 
$
1,623

 
$

The notional amounts of the foreign exchange forward contracts that were outstanding as of May 31, 2015 and November 30, 2014 were $198,660 and $316,365, respectively. The notional amounts represent the gross amounts of foreign currency, including Canadian Dollar, British Pound, Mexican Peso, Brazilian Real, Philippine Peso, Japanese Yen, Euro and Australian Dollar, that will be bought or sold at maturity. The contracts mature in six months or less. In relation to its forward contracts not designated as hedging instruments, the Company recorded gains (losses) of $154 and $11,734 in “Other income (expense), net” during the three and six months ended May 31, 2015, respectively, and $(2,807) and $1,162 during the three and

13

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

six months ended on May 31, 2014, respectively. The gains and losses on the Company’s foreign currency forward contracts are largely offset by the change in the fair value of the underlying hedged assets or liabilities.
For the three and six months ended May 31, 2015, the Company recorded a loss before tax of $1,887 in other comprehensive income related to changes in the fair value of its derivative instruments designated as cash flow hedging instruments. For the three and six months ended May 31, 2015, there was no hedge ineffectiveness related to these derivative instruments. For the three and six months ended May 31, 2015, there were no gains or losses recognized in earnings associated with an underlying exposure that did not, or was not expected to, occur; nor are there any anticipated in the normal course of business within the next twelve months. There were no derivatives designated as hedging instruments during the three and six months ended May 31, 2014.
In the Consolidated Balance Sheets, the Company does not offset derivative assets against liabilities in master netting arrangements. If derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated Statement of Financial Position, the total derivative asset and liability positions would have been reduced by $333 each as of May 31, 2015 and $145 each as of November 30, 2014.

NOTE 8—FAIR VALUE MEASUREMENTS: 
The Company’s fair value measurements are classified and disclosed in one of the following three categories:  
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following table summarizes the valuation of the Company’s investments and financial instruments that are measured at fair value on a recurring basis:  
 
As of May 31, 2015
 
As of November 30, 2014
 
Total
 
Fair value measurement category
 
Total
 
Fair value measurement category
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
$
54,822

 
$
54,822

 
$

 
$

 
$
29,823

 
$
29,823

 
$

 
$

Restricted cash
27,517

 
27,517

 

 

 
34,269

 
34,269

 

 

Trading securities

 

 

 

 
1,987

 
1,987

 

 

Available-for-sale securities
2,230

 
2,230

 

 

 
1,740

 
1,740

 

 

Forward foreign currency exchange contracts
2,057

 

 
2,057

 

 
4,532

 

 
4,532

 

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forward foreign currency exchange contracts
$
202

 
$

 
$
202

 
$

 
$
145

 
$

 
$
145

 
$

Interest rate swaps
1,887

 

 
1,887

 

 

 

 

 

Acquisition-related contingent consideration
433

 

 

 
433

 
867

 

 

 
867

 
The Company's cash equivalents consist primarily of highly liquid investments in money market funds and term deposits with maturity periods of three months or less. Restricted cash relates primarily to temporary restrictions caused by the timing of lockbox collections under the Company's borrowing arrangements and the timing of payments under vendor agreements. The carrying values of the cash equivalents approximate fair value since they are near their maturity. Investments in trading and

14

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

available-for-sale securities consist of equity securities and are recorded at fair value based on quoted market prices. The fair values of forward exchange contracts are measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. Fair values for interest rate swaps are based on mid-market prices provided by the banks or counterparties.
The acquisition-related contingent consideration liability represents the future potential earn-out payments relating to an acquisition. The fair value of the contingent consideration liability is based on the Company’s probability assessment of the established profitability measures during the earn-out period ranging from one year to three years from the date of the acquisition.
The carrying values of held-to-maturity securities, 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.
During the three and six months ended May 31, 2015 and 2014, there were no transfers between the fair value measurement category levels.

NOTE 9—ACCOUNTS RECEIVABLE ARRANGEMENTS: 
The Company primarily finances its United States operations with an accounts receivable securitization program (the “U.S. Arrangement”). The U.S. Arrangement has a maturity date of November 4, 2016. The Company’s subsidiary, which is the borrower under the U.S. Arrangement, can borrow up to a maximum of $600,000 based upon eligible trade accounts receivable generated by our parent company and one of its United States subsidiaries. The U.S. Arrangement includes an accordion feature to allow requests for an increase in the lenders' commitment by an additional $100,000. The effective borrowing cost under the U.S. Arrangement is a blended rate that includes prevailing dealer commercial paper rates and the daily London Interbank Offered Rate (“LIBOR”), plus a program fee of 0.375% per annum based on the used portion of the commitment, and a facility fee of 0.40% per annum payable on the aggregate commitment of the lenders. As of May 31, 2015, there were no borrowings outstanding under the U.S. Arrangement. $578,000 was outstanding as of November 30, 2014.
Under the terms of the U.S. Arrangement, the Company and one of the Company's United States subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary. The borrowings are funded by pledging all of the rights, title and interest in and to the receivables acquired by the Company's subsidiary as security. Any borrowings under the U.S. Arrangement are recorded as debt on the Company's Consolidated Balance Sheets. As is customary in trade accounts receivable securitization arrangements, a credit rating agency's downgrade of the third party issuer of commercial paper or of a back-up liquidity provider (which provides a source of funding if the commercial paper market cannot be accessed) could result in an increase in the Company's cost of borrowing or loss of the Company's financing capacity under these programs if the commercial paper issuer or liquidity back-up provider is not replaced, or if the lender whose commercial paper issuer or liquidity back-up provider is not replaced does not elect to offer the Company an alternative rate. Loss of such financing capacity could have a material adverse effect on the Company's financial condition and results of operations.
The Company also has other financing agreements in North America with various financial institutions (“Flooring Companies”) to allow certain customers of the Company to finance their purchases directly with the Flooring Companies. Under these agreements, the Flooring Companies pay to the Company the selling price of products sold to various customers, less a discount, within approximately 15 to 30 days from the date of sale. The Company is contingently liable to repurchase inventory sold under flooring agreements in the event of any default by its customers under the agreement and such inventory being repossessed by the Flooring Companies. Please see Note 16—Commitments and Contingencies for further information.

15

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

The following table summarizes the net sales financed through the flooring agreements and the flooring fees incurred: 
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Net sales financed
$
299,473

 
$
351,439

 
$
615,258

 
$
633,429

Flooring fees(1)
2,081

 
1,922

 
4,157

 
3,492

____________________________________
(1)
Flooring fees are included within “Interest expense and finance charges, net.”
As of May 31, 2015 and November 30, 2014, accounts receivable subject to flooring agreements were $62,040 and $93,546, respectively.
SYNNEX Infotec, the Company's Japan technology solutions subsidiary, has arrangements with various banks and financial institutions for the sale and financing of approved accounts receivable and notes receivable. The amounts outstanding under these arrangements that were sold, but not collected, as of May 31, 2015 and November 30, 2014 were $6,807 and $6,199, respectively.

NOTE 10—BORROWINGS: 
Borrowings consist of the following: 
 
As of
 
May 31, 2015
 
November 30, 2014
SYNNEX U.S. securitization (See Note 9 - Accounts Receivable Arrangements)
$

 
$
578,000

SYNNEX U.S. credit agreement
625,000

 
279,375

SYNNEX Canada term loan and revolver
13,440

 
36,956

SYNNEX Infotec credit facility
68,471

 
53,954

Other borrowings and capital leases
28,817

 
32,218

Total borrowings
735,728

 
980,503

Less: Current portion
(81,121
)
 
(716,257
)
Non-current portion
$
654,607

 
$
264,246

SYNNEX U.S. credit agreement
In November 2013, the Company entered into a senior secured credit agreement (the “U.S. Credit Agreement”) which was comprised of a $275,000 revolving credit facility and a $225,000 term loan. In May 2015, the U.S. Credit Agreement was amended to increase the term loan to $625,000. The Company may request incremental commitments to increase the principal amount of revolving loans or term loans available under the U.S. Credit Agreement up to $350,000. The U.S. Credit Agreement matures in May 2020.
Interest on borrowings under the U.S. Credit Agreement can be based on LIBOR or a base rate at the Company's option. Loans borrowed under the U.S. Credit Agreement bear interest, in the case of LIBOR loans, at a per annum rate equal to the applicable LIBOR, plus a margin which may range from 1.50% to 2.25%, based on the Company's consolidated leverage ratios, as determined in accordance with the U.S. Credit Agreement. Loans borrowed under the U.S. Credit Agreement that are not LIBOR loans, and are instead base rate loans, bear interest at a per annum rate equal to (i) the greatest of (A) the Federal Funds Rate plus a margin of 1/2 of 1.0%, (B) LIBOR plus 1.0% per annum, and (C) the rate of interest announced, from time to time, by the agent, Bank of America, N.A, as its “prime rate,” plus (ii) a margin which may range from 0.50% to 1.25%, based on the Company's consolidated leverage ratios as determined in accordance with the U.S. Credit Agreement.
The outstanding principal amount of the term loan is repayable in quarterly installments, in an amount equal to (a) for each of the first eight full calendar quarters ending after the U.S. Credit Agreement amendment entered into May 2015, 1.25% of the amended principal amount of the term loan, (b) for each of the next four calendar quarters ending thereafter, 1.875% of

16

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

the amended principal amount of the term loan, (c) for each calendar quarter ending thereafter, 2.50% of the amended principal amount of the term loan and (d) on the May 2020 maturity date of the term loan, the outstanding principal amount of the term loan. The Company’s obligations under the U.S. Credit Agreement are secured by substantially all of the parent company’s and its United States domestic subsidiaries’ assets and are guaranteed by certain of its United States domestic subsidiaries.
As of May 31, 2015 and November 30, 2014, balances outstanding under the term loan component of the U.S. Credit Agreement were $625,000 and $219,375, respectively. There were no borrowings outstanding under the revolving credit facility as of May 31, 2015 and $60,000 was outstanding as of November 30, 2014. In addition, there was $1,500 outstanding as of both May 31, 2015 and November 30, 2014, in standby letters of credit under the U.S. Credit Agreement.
SYNNEX Canada revolving line of credit 
SYNNEX Canada Limited (“SYNNEX Canada”) has a revolving line of credit arrangement with a group of financial institutions (the “Canadian Revolving Arrangement”) which has a maximum commitment of CAD100,000 and includes an accordion feature to increase the maximum commitment by an additional CAD25,000 to CAD125,000, at SYNNEX Canada's request. The Canadian Revolving Arrangement also provides a sublimit of $5,000 for the issuance of standby letters of credit. As of both May 31, 2015 and November 30, 2014, there were no letters of credit outstanding.
SYNNEX Canada has granted a security interest in substantially all of its assets in favor of the lender under the Canadian Revolving Arrangement. In addition, the Company pledged its stock in SYNNEX Canada as collateral for the Canadian Revolving Arrangement. The interest rate applicable under the Canadian Revolving Arrangement is equal to (i) the Canadian base rate plus a margin of 0.75% for a Base Rate Loan in Canadian Dollars, (ii) the US base rate plus a margin of 0.75% for a Base Rate Loan in U.S. Dollars, and (iii) the Bankers' Acceptance rate (“BA”) plus a margin of 2.00% for a BA Rate Loan. The Canadian base rate means the greater of (a) the prime rate determined by a major Canadian financial institution and (b) the one month Canadian Dealer Offered Rate (“CDOR”) (the average rate applicable to Canadian Dollar bankers' acceptances for the applicable period) plus 1.50%. The US base rate means the greater of (a) a reference rate determined by a major Canadian financial institution for US dollar loans made to Canadian borrowers and (b) the US federal funds rate plus 0.50%. A fee of 0.25% per annum is payable with respect to the unused portion of the commitment. The credit arrangement expires in May 2017. Balances outstanding under the Canadian Revolving Arrangement were $8,047 and $30,726 as of May 31, 2015 and November 30, 2014, respectively.
SYNNEX Canada term loan
SYNNEX Canada has a term loan associated with the purchase of its logistics facility in Guelph, Canada. The interest rate for the unpaid principal amount is a fixed rate of 5.374% per annum. The final maturity date for repayment of the unpaid principal is April 1, 2017. The balances outstanding on the term loan as of May 31, 2015 and November 30, 2014 were $5,393 and $6,230, respectively.
SYNNEX Infotec credit facility
SYNNEX Infotec has a credit agreement with a group of financial institutions for a maximum commitment of JPY14,000,000. The credit agreement is comprised of a JPY6,000,000 term loan and a JPY8,000,000 short-term revolving credit facility. SYNNEX Infotec’s obligations under this credit facility are secured by liens on certain of its assets. The interest rate for the term loan and revolving credit facility is based on the Tokyo Interbank Offered Rate (“TIBOR”) plus a margin of 1.40% per annum. The unused line fee on the revolving credit facility was 0.10% per annum. This credit facility expires in December 2016. As of May 31, 2015 and November 30, 2014, the balances outstanding under the credit facility were $68,471 and $53,954, respectively. The term loan can be repaid at any time prior to expiration date without penalty. The Company has issued a guarantee to cover up to 110% of the outstanding principal amount obligations of SYNNEX Infotec to the lenders.
Other borrowings and capital leases
In September 2013, SYNNEX Infotec established a short-term revolving credit facility of JPY2,000,000 with a financial institution. The interest rate for the credit facility is based on TIBOR plus a margin of 0.50% per annum. In addition, there is a facility fee of 0.425% per annum. The credit facility can be renewed annually. As of May 31, 2015 and November 30, 2014, the balances outstanding under this credit facility were $16,111 and $16,861, respectively.

17

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

SYNNEX Infotec has a short-term revolving credit facility of JPY1,000,000 with a financial institution. The credit facility can be renewed annually and bears an interest rate that is based on TIBOR plus a margin of 1.20% per annum. As of May 31, 2015 and November 30, 2014, the balances outstanding under this credit facility were $8,056 and $8,430, respectively.
As of May 31, 2015 and November 30, 2014, the Company also had $4,650 and $6,927, respectively, in obligations for the sale and financing of approved accounts receivable and notes receivable with recourse provisions to SYNNEX Infotec and outstanding capital lease obligations.
Future principal payments
Future principal payments under the above loans and capital leases as of May 31, 2015 are as follows: 
Fiscal Years Ending November 30,
 
2015
$
65,142

2016
31,931

2017
84,206

2018
51,538

2019
63,298

Thereafter
439,613

 
$
735,728

Interest expense and finance charges 
Total interest expense and finance charges for the Company's borrowings were $6,203 and $13,150 for the three and six months ended May 31, 2015, respectively, and $6,708 and $12,301 for the three and six months ended May 31, 2014, respectively. The variable interest rates ranged between 0.59% and 4.50% and 0.57% and 4.50% during the three and six months ended May 31, 2015, respectively, and between 0.61% and 4.25% during both the three and six months ended May 31, 2014.
Covenant compliance 
In relation to the U.S. Arrangement, the U.S. Credit Agreement, the Canadian Revolving Arrangement and the SYNNEX Infotec credit facility, the Company has a number of covenants and restrictions that, among other things, require the Company to comply with certain financial and other covenants. These covenants require the Company to maintain specified financial ratios and satisfy certain financial condition tests, including minimum net worth and fixed charge coverage ratios. 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, enter into new real estate leases, transfer and sell assets, cancel or terminate any material contracts and merge or consolidate.


18

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

NOTE 11—EARNINGS PER COMMON SHARE: 
The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated. The earnings per common share for the prior periods presented below has been revised using the two-class method as described in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2014
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Basic earnings per common share:
 
 
 
 
 
 
 
Net income attributable to SYNNEX Corporation
$
51,874

 
$
39,551

 
$
98,197

 
$
77,968

Less: net income allocated to participating securities(1)
(631
)
 
(551
)
 
(1,223
)
 
(1,076
)
Net income attributable to SYNNEX Corporation common stockholders
$
51,243

 
$
39,000

 
$
96,974

 
$
76,892

Weighted-average number of common shares - basic
39,054

 
38,663

 
39,011

 
38,165

Basic earnings per common share
$
1.31

 
$
1.01

 
$
2.49

 
$
2.01

 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
Net income attributable to SYNNEX Corporation
$
51,874

 
$
39,551

 
$
98,197

 
$
77,968

Less: net income allocated to participating securities(1)
(627
)
 
(547
)
 
(1,215
)
 
(1,066
)
Net income attributable to SYNNEX Corporation common stockholders
$
51,247

 
$
39,004

 
$
96,982

 
$
76,902

Weighted-average number of common shares - basic
39,054

 
38,663

 
39,011

 
38,165

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options and restricted stock units
289

 
348

 
312

 
379

Weighted-average number of common shares-diluted
39,343

 
39,011

 
39,323

 
38,544

Diluted earnings per common share
$
1.30

 
$
1.00

 
$
2.47

 
$
2.00

 
 
 
 
 
 
 
 
Anti-dilutive shares excluded from diluted earnings per share calculation
1

 
9

 
3

 
10

_____________________________________
(1) Restricted stock awards granted to employees and non-employee directors by the Company and its subsidiaries are considered participating securities.

NOTE 12—SEGMENT INFORMATION: 
Operating segments
Operating segments are based on components of the Company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resource allocation and performance and (b) for which discrete financial information is available.
The Company operates in two segments: Technology Solutions and Concentrix. The Technology Solutions segment distributes peripherals, IT systems including data center server and storage solutions, system components, software, networking equipment, CE, and complementary products. The Technology Solutions segment also provides systems design and integration solutions.
The Concentrix segment offers a portfolio of end-to-end business services focused on customer engagement strategy, process optimization, technology innovation, front and back-office automation and business transformation to clients in ten identified industry verticals.

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SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

Summarized financial information related to the Company’s reportable business segments for the three months ended May 31, 2015 and 2014 is shown below:
 
Technology Solutions
 
Concentrix
 
Inter-Segment
Elimination
 
Consolidated
Three months ended May 31, 2015
 
 
 
 
 
 
 
Revenue
$
2,915,557

 
$
341,805

 
$
(3,577
)
 
$
3,253,785

Income from operations before non-operating items, income taxes and noncontrolling interest
80,230

 
9,012

 
119

 
89,361

Three months ended May 31, 2014
 
 
 
 
 
 
 
Revenue
3,162,998

 
293,482

 
(2,945
)
 
3,453,535

Income (loss) from operations before non-operating items, income taxes and noncontrolling interest
70,134

 
(2,169
)
 
118

 
68,083

Six months ended May 31, 2015
 
 
 
 
 
 
 
Revenue
$
5,779,845

 
$
683,567

 
$
(7,169
)
 
$
6,456,243

Income from operations before non-operating items, income taxes and noncontrolling interest
151,480

 
16,590

 
238

 
168,308

Six months ended May 31, 2014
 
 
 
 
 
 
 
Revenue
6,065,905

 
420,447

 
(5,833
)
 
6,480,519

Income (loss) from operations before non-operating items, income taxes and noncontrolling interest
133,665

 
(3,948
)
 
316

 
130,033

Total assets as of May 31, 2015
$
3,845,843

 
$
1,015,474

 
$
(746,397
)
 
$
4,114,920

Total assets as of November 30, 2014
4,422,841

 
938,450

 
(648,249
)
 
4,713,042

Inter-segment elimination represents services and transactions generated between the Company's reportable segments that are eliminated on consolidation.
Geographic information
Shown below is summarized financial information related to the geographic areas in which the Company operates. The revenue attributable to countries is based on the geography of entities from where the products are distributed or from where customer service contracts are managed.
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Revenue:
 
 
 
 
 
 
 
United States
$
2,385,956

 
$
2,435,672

 
$
4,697,193

 
$
4,622,685

Canada
349,443

 
402,381

 
698,720

 
795,621

Japan
266,621

 
384,006

 
555,527

 
733,655

Others
251,765

 
231,476

 
504,803

 
328,558

Total
$
3,253,785

 
$
3,453,535

 
$
6,456,243

 
$
6,480,519


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SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

 
As of
 
May 31, 2015
 
November 30, 2014
Property and equipment, net:
 
 
 
United States
$
105,435

 
$
100,369

Philippines
28,402

 
27,077

Others
88,667

 
73,357

Total
$
222,504

 
$
200,803

During the three and six months ended May 31, 2015 and 2014, no other country represented more than 10% of the total revenue. As of May 31, 2015 and November 30, 2014, no other country represented more than 10% of the total net property and equipment.

NOTE 13—RELATED PARTY TRANSACTIONS: 
The Company has a business relationship with MiTAC Holdings Corporation (“MiTAC Holdings”), a publicly-traded company in Taiwan, which began in 1992 when MiTAC Holdings became the Company's primary investor through its affiliates. As of both May 31, 2015 and November 30, 2014, MiTAC Holdings and its affiliates beneficially owned approximately 25% of the Company’s common stock. Matthew Miau, the Company’s Chairman Emeritus of the 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 
As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 25% of the Company’s common stock as of May 31, 2015. These shares are owned by the following entities:  
 
As of May 31, 2015
MiTAC Holdings (1)
5,552

Synnex Technology International Corp.(2)
4,283

Total
9,835

_____________________________________
(1)
Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes 373 shares directly held by Matthew Miau and 224 shares indirectly held by Mathew Miau through a charitable remainder trust.
(2)
Synnex Technology International Corp. ("Synnex Technology International") is a separate entity from the Company and is a publicly-traded corporation in Taiwan. Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International. MiTAC Holdings owns a noncontrolling interest of 8.7% in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 13.6% in Synnex Technology International. Neither MiTAC Holdings nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.
MiTAC Holdings generally has significant influence over the Company regarding matters submitted to stockholders for consideration, including any merger or acquisition of the Company. Among other things, this could have the effect of delaying, deterring or preventing a change of control over the Company.
The Company purchased inventories from MiTAC Holdings and its affiliates totaling $20,508 and $44,100 during the three and six months ended May 31, 2015, respectively, and totaling $32,615 and $51,500 during the three and six months ended May 31, 2014, respectively. The Company’s sales to MiTAC Holdings and its affiliates during the three and six months ended May 31, 2015 totaled $307 and $727, respectively, and during the three and six months ended on May 31, 2014 totaled $1,028 and $1,861, respectively. In addition, the Company received reimbursements of rent and overhead costs for facilities used by MiTAC Holdings amounting to $31 and $62 during the three and six months ended May 31, 2015, respectively, and $29 and $75 during the three and six months ended May 31, 2014, respectively.
The Company’s business relationship with MiTAC Holdings has been informal and is not governed by long-term commitments or arrangements with respect to pricing terms, revenue or capacity commitments. The Company negotiates

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SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

pricing and other material terms on a case-by-case basis with MiTAC Holdings. While MiTAC Holdings is a related party and a controlling stockholder, the Company believes that the significant terms under its arrangements with MiTAC Holdings, including pricing, do not materially differ from the terms it could have negotiated with unaffiliated third parties, and it has adopted a policy requiring that material transactions with MiTAC Holdings or its related parties be approved by its Audit Committee, which is composed solely of independent directors. In addition, Matthew Miau’s compensation is approved by the Nominating and Corporate Governance Committee, which is also composed solely of independent directors. 
Synnex Technology International is a publicly-traded corporation in Taiwan that currently provides distribution and fulfillment services to various markets in Asia and Australia, and is also a potential competitor of the Company. Neither MiTAC Holdings, nor Synnex Technology International is restricted from competing with the Company.

NOTE 14—PENSION AND EMPLOYEE BENEFITS PLANS: 
The employees of SYNNEX Infotec are covered by certain defined benefit pension plans, including a multi-employer pension plan. Full-time employees are eligible to participate in the plans on the first day of February following their date of hire and are not required to contribute to the plans.
The components of net periodic pension costs pertaining to the SYNNEX Infotec single employer benefit plan during the three and six months ended May 31, 2015 and 2014 were as follows:
 
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Service cost
$
114

 
$
345

 
$
236

 
$
552

Interest cost
10

 
159

 
21

 
227

Expected return on plan assets
(14
)
 
(17
)
 
(29
)
 
(34
)
Amortization of net loss

 
140

 

 
176

Net periodic pension costs
$
110

 
$
627

 
$
228

 
$
921

During the three and six months ended May 31, 2015, SYNNEX Infotec contributed $151 and $300, respectively, to the single-employer benefit plan. During the three and six months ended May 31, 2014, SYNNEX Infotec contributed $312 and $461, respectively, to the single-employer benefit plan.
In addition to the single employer plan, employees of SYNNEX Infotec are also covered by a multi-employer, defined benefit plan. The Company recognizes expense for this plan based on scheduled employer contributions. Consistent with generally accepted accounting principles that address participation in multi-employer plans, the Company does not recognize related plan assets or liabilities in its financial statements. The Company's contributions to the plan during the three and six months ended May 31, 2015 were $147 and $294, respectively, and during the three and six months ended May 31, 2014 were $302 and $577. Employees also make contributions to this plan.
The Company is in the process of withdrawing from the multi-employer plan. Subsequent to May 31, 2015, the withdrawal has been approved by the employees of SYNNEX Infotec. The withdrawal is pending approval from both the Board of Delegates of the plan and the regulatory authorities. To the extent that the plan assets are insufficient to address the projected benefits for past participation through the date of withdrawal, the Company may incur additional costs up to $3,000.
The Company has defined benefit pension and retirement plans in other geographical locations. However, these pension programs are not material either individually or in aggregate to the Consolidated Financial Statements.


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SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)

NOTE 15—EQUITY:
Share repurchase program 
In June 2014, the Board of Directors authorized a three-year $100,000 share repurchase program pursuant to which the Company may repurchase its outstanding common stock from time to time in the open market or through privately negotiated transactions. As of May 31, 2015, no purchases had been made pursuant to this program.
Dividends
The company paid cash dividends of $0.125 and $0.25 per share, totaling $4,964 and $9,833, during the three and six months ended May 31, 2015, respectively. On June 25, 2015, the Company announced a cash dividend of $0.125 per share to stockholders of record as of July 17, 2015, payable on July 31, 2015. Future dividends are subject to declaration by the Board of Directors.
Changes in equity
A reconciliation of the changes in equity for the six months ended May 31, 2015 and May 31, 2014 is presented below:
 
 
Six Months Ended May 31, 2015
 
Six Months Ended May 31, 2014
 
 
Attributable to  
SYNNEX
Corporation
 
Attributable to  
Noncontrolling
interest
 
Total Equity    
 
Attributable
to SYNNEX
Corporation
 
Attributable to  
Noncontrolling
interest
 
Total Equity    
Beginning balance:
 
$
1,653,558

 
$
427

 
$
1,653,985

 
$
1,411,222

 
$
419

 
$
1,411,641

Issuance of common stock on exercise of options
 
1,772

 


 
1,772

 
3,809

 

 
3,809

Issuance of common stock for employee stock purchase plan
 
1,015

 

 
1,015

 
789

 

 
789

Tax benefit from employee stock plans
 
3,588

 

 
3,588

 
2,806

 

 
2,806

Taxes paid for the settlement of equity awards
 
(4,181
)
 

 
(4,181
)
 
(1,710
)
 

 
(1,710
)
Shares issued for the acquisition of the IBM CRM business
 

 

 

 
71,106

 

 
71,106

Share-based compensation
 
7,351

 

 
7,351

 
5,632

 

 
5,632

Dividend declared
 
(9,833
)
 

 
(9,833
)
 

 

 

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
98,197

 
15

 
98,212

 
77,968

 
69

 
78,037

Other comprehensive income:
 

 

 

 

 

 

Unrealized gains on available-for-sale securities, net of tax
 
362

 
2

 
364

 
261

 
1

 
262

Change in unrealized gain (loss) in defined benefit plans, net of tax
 

 

 

 
114

 

 
114

Unrealized loss on cash flow hedges, net of tax
 
(1,154
)
 

 
(1,154
)
 

 

 

Foreign currency translation adjustments, net of tax
 
(22,724
)
 
(7
)
 
(22,731
)
 
8,939

 
1

 
8,940

Total other comprehensive income (loss)
 
(23,516
)
 
(5
)
 
(23,521
)
 
9,314

 
2

 
9,316

Total comprehensive income
 
74,681

 
10

 
74,691

 
87,282

 
71

 
87,353

Ending balance:
 
$
1,727,951

 
$
437

 
$
1,728,388

 
$
1,580,936

 
$
490

 
$
1,581,426


23

Table of Contents
SYNNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(continued)
For the three and six months ended May 31, 2015 and 2014
(currency and share amounts in thousands, except per share amounts)
(unaudited)


NOTE 16—COMMITMENTS AND CONTINGENCIES:
The Company leases certain of its facilities under operating lease agreements, which expire in various periods through 2025. Future minimum rental obligations under noncancellable lease agreements as of May 31, 2015 were as follow:
Fiscal Years Ending November 30,
 
2015 (remaining six months)
$
34,125

2016
52,639

2017
43,495

2018
35,331

2019
27,618

Thereafter
67,519

Total minimum lease payments
$
260,727

The Company was contingently liable as of May 31, 2015 under agreements to repurchase repossessed inventory acquired by flooring companies as a result of default on floor plan financing arrangements by the Company's customers. These arrangements are described in Note 9Accounts Receivable Arrangements. Losses, if any, would be the difference between the repossession cost and the resale value of the inventory. There have been no repurchases through May 31, 2015 under these agreements and the Company is not aware of any pending customer defaults or repossession obligations.
From time to time, the Company receives notices from third parties, including customers and suppliers, seeking indemnification, payment of money or other actions in connection with claims made against them. Also, the Company is involved in various bankruptcy preference actions where the Company was a supplier to the companies now in bankruptcy. In addition, the Company is subject to various other claims, both asserted and unasserted, that arise in the ordinary course of business. The Company is currently not involved in any material proceedings.
In January 2014, the Company received a Civil Investigative Demand in connection with a Federal Trade Commission investigation concerning the use of a database program (the “database program”) that has operated for several years under the auspices of the Global Technology Distribution Council (“GTDC”), a trade group of which the Company is a member. Certain GTDC members who participate in the program provide sales data to a third party independent contractor chosen by the GTDC. The contractor aggregates the data and makes it available to program participants. The Company understands that other GTDC members participating in the program have received similar Civil Investigative Demands.
In July 2014, the Company completed its response to the Civil Investigative Demand. The Civil Investigative Demand merely sought information, and no proceedings have been instituted against any person. The Company does not have any reason to believe that there has been any conduct by the Company or its employees that would be actionable under the antitrust laws in connection with its participation in the database program. As this matter is at a preliminary stage, it is not possible to predict the potential impact, if any, of the Civil Investigative Demand or whether any actions may be instituted by the FTC against any person.
In December 2009, the Company sold China Civilink (Cayman), which operated in China as HiChina Web Solutions, to Alibaba.com Limited. In conjunction with this sale, the Company has recorded a contingent indemnification liability of $4,122.
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.
Guarantees 
The Company, as the ultimate parent, guaranteed the obligations of SYNNEX Investment Holdings Corporation up to $35,035 in connection with the sale of China Civilink (Cayman), which operated in China as HiChina Web Solutions, to Alibaba.com Limited.


24

Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related Notes included elsewhere in this Report.
When used in this Quarterly Report on Form 10-Q or the Report, the words “believes,” “plans,” “estimates,” “anticipates,” “expects,” “intends,” “allows,” “can,” “may,” “designed,” “will,” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include statements about market trends, our business model and our services, our market strategy, including expansion of our product lines, our infrastructure, anticipated benefits, costs and timing of our acquisitions, including our acquisition of the customer relationship management business of International Business Machines Corporation, or "IBM", information technology demand, impact of MiTAC Holdings Corporation, or MiTAC Holdings, ownership interest in us, our revenue and operating results, our gross margins, our inventories, competition with Synnex Technology International Corp., our future needs for additional financing and the likely sources for such funding, concentration of customers, our international operations, including our operations in Japan and Canada, expansion of our operations, including our Concentrix business, our strategic acquisitions of businesses and assets, effects of future expansion of our operations, adequacy of our cash resources to meet our current and long term capital needs, the use of cash held by our foreign subsidiaries, our contractual obligations, resolution of contingencies, adequacy of our disclosure controls and procedures, pricing pressures, competition, impact of economic and industry trends, impact of our accounting policies, our tax rates, our anti-dilution share repurchase program, statements regarding our securitization programs and revolving credit lines and our investments in working capital, personnel facilities and operations. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those risks discussed herein, as well as the seasonality of the buying patterns of our customers, concentration of sales to large customers, dependence upon and trends in capital spending budgets in the information technology, or IT, and consumer electronics, or CE, industries, fluctuations in general economic conditions, our ability to successfully integrate the acquired IBM customer relationship management business and other risks factors contained in our Annual Report on Form 10-K for the year ended November 30, 2014. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview
We are a Fortune 500 corporation and a leading business process services company, offering a comprehensive range of services to resellers, retailers, original equipment manufacturers, or OEMs, financial and insurance institutions and several other industry verticals worldwide. Our primary business process services are wholesale IT distribution and outsourcing services focused on customer relationship management, or BPO CRM. We operate in two segments: Technology Solutions and Concentrix. Our Technology Solutions segment distributes peripherals, IT systems, system components, software, networking equipment, CE, and complementary products. Within our Technology Solutions segment, we also provide systems design and integration solutions. Our Concentrix segment offers a portfolio of strategic solutions and end-to-end business services focused on customer engagement strategy, process optimization, technology innovation, front and back-office automation and business transformation to clients in ten identified industry verticals.
We combine our core strengths in Technology Solutions with our BPO CRM services to help our customers achieve greater efficiencies in time to market, cost minimization, real-time linkages in the supply chain and after-market product support. We distribute more than 30,000 technology products (as measured by active SKUs) from more than 300 IT, CE and OEM suppliers to more than 20,000 resellers, system integrators, and retailers throughout the United States, Canada, Japan, Mexico and China. As of May 31, 2015, we had over 65,000 full-time and temporary employees worldwide. From a geographic perspective, approximately 73% of our total revenue was from the United States for both the three and six months ended May 31, 2015, and approximately 71% for both the three and six months ended May 31, 2014. The revenues attributable to countries are based on geographical locations from which the products are distributed and from where customer service contracts are managed.
In our Technology Solutions segment, we purchase peripherals, IT systems, system components, software, networking equipment, including CE and complementary products from our primary suppliers such as Hewlett-Packard, Lenovo, Asus Tek Computer Inc., Microsoft Corporation and Intel Corporation, and sell them to our reseller and retail customers. We perform a

25

Table of Contents

similar function for our distribution of licensed software products. Our reseller customers include value-added resellers, or VARs, corporate resellers, government resellers, system integrators, direct marketers, and national and regional retailers. In Technology Solutions, we also provide comprehensive IT solutions in key vertical markets such as government and healthcare and we provide specialized service offerings that increase efficiencies in the areas of print management, renewals, networking, logistics services and supply chain management. Additionally, within our Technology Solutions segment, we provide our customers with systems design and integration solutions for data center servers and storage solutions built specific to our customers' data center environments.
In our Concentrix segment, we provide a comprehensive range of strategic services and solutions to enhance our clients' customer life cycles to acquire, support and renew customer relationships, to automate and optimize processes, to maximize the value of every customer interaction and to improve business outcomes. Our portfolio of services includes end-to-end process outsourcing to customers in various industry vertical markets delivered through omni-channels that include both voice and non-voice mediums in more than 40 languages. Our portfolio of solutions and services support our clients and their customers globally.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates for the three and six months ended May 31, 2015 from our disclosure in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014. For more information on all of our critical accounting policies, please see the discussion in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014 and Note 2 of the financial statements.
Acquisitions
We continually seek to augment our product and service offerings through both internal expansion and strategic acquisitions of businesses and assets that complement and expand our global operational capabilities. We also divest businesses that we deem no longer strategic to our ongoing operations. Our historical acquisitions have extended the geographic reach of our operations, particularly in targeted markets, and have diversified and expanded the services we provide to our customers and OEM suppliers. Our prior acquisitions have brought us new reseller, retail and corporate customers, OEM suppliers, product lines and service offerings, expanded our service portfolio, delivery capabilities and geographic reach, deep process expertise, managerial talent and technological capabilities. We account for acquisitions using the purchase method of accounting and include acquired entities within our Consolidated Financial Statements from the closing date of the acquisition.
Fiscal year 2014 acquisition
In fiscal year 2014, we acquired the assets of the customer relationship management business of IBM. The transaction was completed in phases with the initial closing completed on January 31, 2014, the second phase closing completed on April 30, 2014 and the final closing completed on September 30, 2014, for an aggregate purchase price of $425.7 million. As of May 31, 2015, we were obligated to pay $28.2 million in cash and had a receivable of $0.7 million from IBM.


26

Table of Contents

Results of Operations 
The following table sets forth, for the indicated periods, data as percentages of revenue: 
Statements of Operations Data:
Three Months Ended
 
Six Months Ended
 
May 31, 2015
 
May 31, 2014
 
May 31, 2015
 
May 31, 2014
Revenue
100.00
 %
 
100.00
 %
 
100.00
 %
 
100.00
 %
Cost of revenue
(90.78
)
 
(91.92
)
 
(90.89
)
 
(92.51
)
Gross profit
9.22

 
8.08

 
9.11

 
7.49

Selling, general and administrative expenses
(6.47
)
 
(6.11
)
 
(6.50
)
 
(5.48
)
Income from operations before non-operating items, income taxes and noncontrolling interest
2.75

 
1.97

 
2.61

 
2.01

Interest expense and finance charges, net
(0.18
)
 
(0.18
)
 
(0.20
)
 
(0.16
)
Other income (expense), net
(0.05
)
 
(0.01
)
 
(0.02
)
 
0.04

Income from operations before income taxes and noncontrolling interest
2.52

 
1.78

 
2.39

 
1.89

Provision for income taxes
(0.93
)
 
(0.64
)
 
(0.87
)
 
(0.68
)
Net income
1.59

 
1.14

 
1.52

 
1.21

Net income attributable to noncontrolling interest
(0.00
)
 
(0.00
)
 
(0.00
)
 
(0.00
)
Net income attributable to SYNNEX Corporation
1.59
 %
 
1.14
 %
 
1.52
 %
 
1.21
 %
Three and Six Months Ended May 31, 2015 and 2014
Revenue 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
May 31, 2015
 
May 31, 2014
 
Percent Change
 
May 31, 2015
 
May 31, 2014
 
Percent Change
 
(in thousands)
 
 
 
(in thousands)
 
 
Revenue
$
3,253,785

 
$
3,453,535

 
(5.8
)%
 
$
6,456,243

 
$
6,480,519

 
(0.4
)%
Technology Solutions revenue
2,915,557

 
3,162,998

 
(7.8
)%
 
5,779,845

 
6,065,905

 
(4.7
)%
Concentrix revenue
341,805

 
293,482

 
16.5
 %
 
683,567

 
420,447

 
62.6
 %
Inter-segment elimination
(3,577
)
 
(2,945
)
 
21.5
 %
 
(7,169
)
 
(5,833
)
 
22.9
 %
In our Technology Solutions segment, we distribute in excess of 30,000 technology products (as measured by active SKUs) from more than 300 IT, CE and OEM suppliers to more than 20,000 resellers. The prices of our products are highly dependent on the volumes purchased within a product category. The products we sell from one period to the next are often not comparable because of rapid changes in product models and features. The revenue generated in our Concentrix segment relates to end-to-end business services around customer engagement strategy, process optimization, technology innovation, front and back-office automation and business transformation to clients in ten identified industry verticals. Inter-segment elimination represents services and transactions generated between our reportable segments that are eliminated on consolidation.
Revenue in our Technology Solutions segment during the three and six months ended May 31, 2015 decreased, compared to the prior year periods, primarily due to the loss of a significant vendor providing consumer retail products, as a result of its acquisition by a third party, and the negative impact of foreign currency translation, primarily from the weakening of the Japanese Yen and Canadian Dollar. This decrease was partially offset by increased demand for our systems design and integration solutions.
The increase in revenue in our Concentrix segment during the three and six months ended May 31, 2015, compared to the prior year periods, was primarily due to the full period impact of the acquisition of the IBM CRM business with the initial closing completed on January 31, 2014 and the second closing completed on April 30, 2014, partially offset by the adverse impact of foreign currency translation of $23.9 million and $40.8 million, respectively, for the three and six months ended

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May 31, 2015, primarily associated with the Japanese Yen, the Australian Dollar, the British Pound and Euro. Adjusting for foreign currency translation and the acquisition of the IBM CRM business, revenue in our Concentrix segment increased 10.2% and 5.8% for the three and six months ended May 31, 2015, respectively, compared to the prior year periods, due to additional customer contract signings and increased volumes from existing customers.
Gross Profit
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
May 31, 2015
 
May 31, 2014
 
Percent Change
 
May 31, 2015
 
May 31, 2014
 
Percent Change
 
(in thousands)
 
 
 
(in thousands)
 
 
Gross profit
$
300,059