SYNNEX Corporation
SYNNEX CORP (Form: 10-Q, Received: 10/10/2006 14:57:23)
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 August 31, 2006

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)

 

(I.R.S. 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 is a large accelerated filer, an accelerated filer or a non accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ¨             Accelerated filer   x             Non-accelerated filer   ¨

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 at September 29, 2006

Common Stock, $0.001 par value   30,408,585

 



Table of Contents

SYNNEX CORPORATION

FORM 10-Q

INDEX

 

              Page
PART I.    FINANCIAL INFORMATION    3
  Item 1.    Financial Statements    3
     Condensed Consolidated Balance Sheets (unaudited) as of August 31, 2006 and November 30, 2005    3
     Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended August 31, 2006 and 2005    4
     Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended August 31, 2006 and 2005    5
     Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended August 31, 2006 and 2005    6
     Notes to Condensed Consolidated Financial Statements (unaudited)    7
  Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    28
  Item 3.    Quantitative and Qualitative Disclosures about Market Risk    40
  Item 4.    Controls and Procedures    40
PART II.    OTHER INFORMATION    41
  Item 1A    Risk Factors    41
  Item 6.    Exhibits    55
Signatures    56
Exhibit Index    57

 

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PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

SYNNEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for par values)

(unaudited)

 

     August 31,
2006
   November 30,
2005

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 21,253    $ 13,636

Short-term investments

     10,740      27,985

Accounts receivable, net

     382,872      342,322

Receivable from vendors, net

     93,537      82,721

Receivable from affiliates

     941      5,177

Inventories

     548,943      494,617

Deferred income taxes

     15,434      15,445

Current deferred assets

     13,937      —  

Other current assets

     8,845      10,908
             

Total current assets

     1,096,502      992,811

Property and equipment, net

     35,959      33,713

Goodwill and intangible assets, net

     42,537      43,004

Deferred income taxes

     3,009      4,781

Long-term deferred assets

     149,376      —  

Other assets

     10,870      8,179
             

Total assets

   $ 1,338,253    $ 1,082,488
             

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Current liabilities:

     

Borrowings under term loans and lines of credit

   $ 21,145    $ 28,548

Accounts payable

     492,370      448,339

Payable to affiliates

     72,351      85,871

Accrued liabilities

     70,544      68,619

Other current liabilities

     6,304      6,085

Current deferred liabilities

     29,705      —  

Income taxes payable

     3,164      4,820
             

Total current liabilities

     695,583      642,282

Long-term borrowings

     47,471      1,153

Long-term liabilities

     7,331      840

Long-term deferred liabilities

     98,687      —  

Deferred income taxes

     990      988
             

Total liabilities

     850,062      645,263
             

Minority interest in subsidiaries

     241      —  
             

Commitments and contingencies (Note 13)

     —        —  

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, 30,193 and 28,948 shares issued and outstanding

     30      29

Additional paid-in capital

     170,626      159,551

Accumulated other comprehensive income

     16,571      12,701

Retained earnings

     300,723      264,944
             

Total stockholders’ equity

     487,950      437,225
             

Total liabilities and stockholders’ equity

   $ 1,338,253    $ 1,082,488
             

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

 

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SYNNEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share amounts)

(unaudited)

 

    Three Months Ended     Nine Months Ended  
    August 31,
2006
    August 31,
2005
    August 31,
2006
    August 31,
2005
 

Revenue

  $ 1,592,204     $ 1,391,590     $ 4,605,640     $ 4,047,681  

Cost of revenue

    (1,519,486 )     (1,332,612 )     (4,399,564 )     (3,876,013 )
                               

Gross profit

    72,718       58,978       206,076       171,668  

Selling, general and administrative expenses

    (49,205 )     (39,249 )     (137,920 )     (117,120 )
                               

Income from continuing operations before non-operating items, income taxes and minority interest

    23,513       19,729       68,156       54,548  

Interest expense and finance charges, net

    (2,743 )     (3,777 )     (12,935 )     (11,108 )

Other income (expense), net

    265       (1,155 )     56       501  
                               

Income from continuing operations before income taxes and minority interest

    21,035       14,797       55,277       43,941  

Provision for income taxes

    (7,015 )     (5,759 )     (19,257 )     (16,807 )

Minority interest in subsidiary

    (241 )     —         (241 )     58  
                               

Income from continuing operations

    13,779       9,038       35,779       27,192  

Income from discontinued operations, net of tax

    —         —         —         511  

Gain on sale of discontinued operations, net of tax

    —         —         —         12,323  
                               

Net income

  $ 13,779     $ 9,038     $ 35,779     $ 40,026  
                               

Earnings per share:

       

Basic

       

Income from continuing operations

  $ 0.46     $ 0.31     $ 1.21     $ 0.96  

Discontinued operations

    —         —         —         0.45  
                               

Net income per common share – basic

  $ 0.46     $ 0.31     $ 1.21     $ 1.41  
                               

Diluted

       

Income from continuing operations

  $ 0.43     $ 0.29     $ 1.13     $ 0.87  

Discontinued operations

    —         —         —         0.41  
                               

Net income per common share – diluted

  $ 0.43     $ 0.29     $ 1.13     $ 1.28  
                               

Weighted average common shares outstanding – basic

    29,879       28,764       29,481       28,439  
                               

Weighted average common shares outstanding – diluted

    31,878       31,120       31,673       31,177  
                               

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

 

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SYNNEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Nine Months Ended  
     August 31,
2006
    August 31,
2005
 

Cash flows from operating activities:

    

Net income

     35,779       40,026  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation expense

     3,975       3,653  

Amortization of intangible assets

     3,050       2,947  

Share-based compensation

     2,577       —    

Provision for doubtful accounts

     7,208       4,623  

Tax benefits from employee stock plan

     —         2,227  

Unrealized (gain) loss on trading securities

     (446 )     (1,288 )

Realized (gain) loss on investments

     2,653       (244 )

Unrealized loss on investments

     —         3,110  

Stock received from sale of business

     —         (20,478 )

Loss on disposal of fixed assets

     36       938  

Minority interest in subsidiary

     241       (58 )

Changes in assets and liabilities, net of acquisition of businesses:

    

Accounts receivable

     (32,530 )     (21,114 )

Receivable from vendors

     (10,709 )     (5,934 )

Receivable from affiliates

     4,237       (5,779 )

Inventories

     (43,573 )     (14,114 )

Other current assets

     1,933       (3,792 )

Deferred assets

     (158,741 )     —    

Payable to affiliates

     (13,514 )     (5,837 )

Accounts payable

     63,421       96  

Accrued liabilities

     1,485       16,613  

Deferred liabilities

     126,483       —    
                

Net cash used in operating activities

     (6,435 )     (4,405 )
                

Cash flows from investing activities:

    

Purchases of short-term investments

     (12,383 )     (1,680 )

Proceeds from sale of short-term investments

     27,433       5,557  

Acquisition of businesses

     (15,575 )     (4,769 )

Minority investment

     —         (3,000 )

Purchase of property and equipment

     (5,808 )     (4,929 )

Proceeds from sale of property and equipment, net

     —         527  

Change in restricted cash

     (5,335 )     2,020  
                

Net cash used in investing activities

     (11,668 )     (6,274 )
                

Cash flows from financing activities:

    

Cash overdraft

     (20,494 )     (2,475 )

Proceeds from term loan

     258,371       701,960  

Payment of term loan

     (192,380 )     (713,793 )

Proceeds from revolving line of credit

     —         1,120  

Payments on revolving line of credit

     (480 )     —    

Net (payments) proceeds under other lines of credit

     (26,928 )     4,647  

Payments of bonds and other long-term liabilities

     —         (5,917 )

Dividend payment to minority shareholders

     —         (1,133 )

Net proceeds from issuance of common stock

     8,530       8,152  
                

Net cash provided by (used in) financing activities

     26,619       (7,439 )
                

Effect of exchange rate changes on cash and cash equivalents

     (899 )     (738 )
                

Net increase (decrease) in cash and cash equivalents

     7,617       (18,856 )

Cash and cash equivalents at beginning of period

     13,636       28,726  
                

Cash and cash equivalents at end of period

   $ 21,253     $ 9,870  
                

Supplemental disclosures of cash flow information:

    

Interest paid

   $ 2,368     $ 3,141  
                

Income taxes paid

   $ 18,795     $ 12,846  
                

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

 

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SYNNEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

    Three Months Ended   Nine Months Ended  
    August 31,
2006
    August 31,
2005
  August 31,
2006
    August 31,
2005
 

Net income

  $ 13,779     $ 9,038   $ 35,779     $ 40,026  

Other comprehensive income:

       

Changes in unrealized gains on available-for-sale securities

    (1,999 )     91     (641 )     98  

Foreign currency translation adjustment

    2,499       2,927     4,511       (831 )
                             

Total comprehensive income

  $ 14,279     $ 12,056   $ 39,649     $ 39,293  
                             

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for 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 an information technology products supply chain services company. The Company’s supply chain outsourcing services include distribution, contract assembly, logistics and demand generation marketing. SYNNEX is headquartered in Fremont, California and has operations in North America, Asia, Latin America and Europe.

The accompanying interim unaudited condensed consolidated financial statements as of August 31, 2006 and 2005 and for the three and nine months then ended 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, 2005 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 in the United States have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed 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 as of and for the year ended November 30, 2005, included in the Company’s Annual Report on Form 10-K for the fiscal year then ended.

The results of operations for the nine months ended August 31, 2006 are not necessarily indicative of the results that may be expected for the year ending November 30, 2006, or any future period and the Company makes no representations related thereto.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. We evaluate our estimates on a regular basis. Our estimates are based on historical experience and on various assumptions that the Company believes are reasonable. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and it’s wholly owned subsidiaries and majority owned subsidiaries in which no substantive participating rights are held by minority stockholders. All significant intercompany accounts and transactions have been eliminated.

The consolidated financial statements include 100% of the assets and liabilities of these majority owned subsidiaries and the ownership interest of minority investors are recorded as minority interest. Investments in 20% through 50% owned affiliated companies are included under the equity method of accounting where the Company exercises significant influence over operating and financial affairs of the investee. Investments in less than 20% owned companies or investments in 20% through 50% owned companies where the Company does not exercise significant influence over operating and financial affairs of the investee are recorded under the cost method.

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with an original maturity or remaining maturity at date of purchase of three months or less to be cash equivalents. Cash equivalents consist principally of money market deposit accounts that are stated at cost, which approximates fair value. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash balances with financial institutions are in excess of amounts that are insured by the Federal Deposit Insurance Corporation.

Investments

The Company classifies its investments in marketable securities as trading and available-for-sale. All securities related to its deferred compensation plan are classified as trading and are recorded at fair value, based on quoted market prices, and unrealized gains and losses are included in “Other income (expense), net” in the Company’s financial statements. All other securities are classified as available-for-sale and are recorded at fair market value, based on quoted market prices, and unrealized gains and losses are included in “Accumulated other comprehensive income,” a component of stockholders’ equity. Realized gains and losses, which are calculated based on the specific identification method, and declines in value judged to be other-than-temporary, if any, are recorded in operations as incurred.

To determine whether a decline in value is other-than-temporary, the Company evaluates several factors, including current economic environment, market conditions, operational and financial performance of the investee, and other specific factors relating to the business underlying the investment, including business outlook of the investee, future trends in the investee’s industry and the Company’s intent to carry the investment for a sufficient period of time for any recovery in fair value. If a decline in value is deemed to be other-than-temporary, the Company records reductions in carrying values to estimated fair values, which are determined based on quoted market prices if available or on one or more of the valuation methods such as pricing models using historical and projected financial information, liquidation values, and values of other comparable public companies.

Long-term investments include instruments that the Company has the ability and intent to hold for more than twelve months. The Company classifies its long-term investments as available-for-sale.

The Company has investments in equity instruments of privately held companies. These investments are included in “Other assets” and are accounted for under the cost method, as the Company does not have the ability to exercise significant influence over their operations. The Company monitors its investments for impairment by considering current factors, including economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, and records reductions in carrying values when necessary.

Allowance for doubtful accounts

The allowance for doubtful accounts is estimated to cover the losses resulting from the inability of customers to make payments for outstanding balances. In estimating the required allowance, the Company takes into consideration the overall quality and aging of the accounts receivable, credit evaluations of customers’ financial condition and existence of credit insurance. The Company also evaluates the collectability of accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and any value and adequacy of collateral received from the customers.

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Inventories

Inventories are stated at the lower of cost or market. Cost is computed based on the weighted average method. Inventories consist of finished goods purchased from various manufacturers for distribution resale and components used for contract assembly. The Company records estimated inventory reserves for quantities in excess of demand, cost in excess of market value and product obsolescence.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization are computed using the straight-line method based upon the shorter of the estimated useful lives of the assets, or the lease term of the respective assets, if applicable. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized. The depreciation and amortization periods for property and equipment categories are as follows:

 

Equipment and Furniture

   3 - 7 years

Software

   3 - 7 years

Leasehold Improvements

   3 - 10 years

Buildings

   39 years

Goodwill

The Company has adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), which revised the standards of accounting for goodwill, by replacing the amortization of these assets with the requirement that they are reviewed annually for impairment, or more frequently if impairment indicators exist. No goodwill impairment was recorded for the periods presented.

Intangible assets

Intangible assets consist of vendor lists, customer lists and trade names, which are amortized on a straight-line basis over their estimated lives. Intangible assets are amortized as follows:

 

Vendor lists

   4 - 10 years

Customer lists

   4 - 8 years

Other intangible assets

   3 - 5 years

Software costs

The Company develops software for internal use only. The payroll and other costs related to the development of software have been expensed as incurred. Excluding the costs of support, maintenance and training functions that are not subject to capitalization, the costs of the software department were not material for the periods presented. If the internal software development costs become material, the Company will capitalize the costs based on the defined criteria for capitalization in accordance with Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Impairment of long-lived assets

The Company reviews the recoverability of its long-lived assets, such as property and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets.

Long-term deferred assets and long-term deferred liabilities

The Company’s Mexico operation has entered into a multi-year contract to sell equipment to an independent third party contractor that provides equipment and services to the Mexican government. The payments by the Mexican government are generally due on a monthly basis and are contingent upon the contractor continuing to provide services to the Mexican government. The Company recognizes product revenue and cost of revenue on a straight-line basis over the term of the contract. All long-term accounts receivable and deferred cost of revenue associated with this contract are included in the consolidated balance sheet under the caption “Long-term deferred assets.” According to contract terms, the Company will also hold back a certain amount of accounts payable for a certain period of time. All long-term accounts payable from contractual obligations associated with this contract and long-term deferred revenues are included in the consolidated balance sheet under the caption “Long-term deferred liabilities.”

Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are maintained with high quality institutions, the compositions and maturities of which are regularly monitored by management. Through August 31, 2006, the Company had not experienced any losses on such deposits.

Accounts receivable include amounts due from customers 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 accounts receivable portfolio, the existence of a limited amount of credit insurance and specifically identified customer risks. Through August 31, 2006, such losses have been within management’s expectations.

In the three months ended August 31, 2006 and 2005 and nine months ended August 31, 2006 and 2005, no single customer exceeded 10% of the Company’s total revenue. At August 31, 2006 and November 30, 2005 one customer accounted for approximately 12% and 18%, respectively, of the total consolidated accounts receivable balance.

Revenue recognition

The Company recognizes revenue as products are shipped, if a purchase order exists, the sale price is fixed or determinable, collection of resulting receivables is reasonably assured, risk of loss and title have transferred and product returns are reasonably estimable. Shipping terms are typically F.O.B. the Company’s warehouse.

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Provisions for sales returns are estimated based on historical data and are recorded concurrently with the recognition of revenue. These provisions are reviewed and adjusted periodically by the Company. Revenue is reduced for early payment discounts and volume incentive rebates offered to customers.

The Company purchases licensed software products from original equipment manufacturer (“OEM”) vendors and distributes them to customers. Revenue is recognized upon shipment of software products when a purchase order exists, the sales price is fixed or determinable and collection of resulting receivables is reasonably assured. Subsequent to the sale of software products, the Company generally has no obligation to provide any modification, customization, upgrades, enhancements, or any other post-contract customer support.

The Company’s Mexico operation has entered into a multi-year contract to sell equipment to a contractor that provides equipment and services to the Mexican government. Under the agreement, the Mexican government makes payments into the Company’s account. The payments on this contract by the Mexican government are generally due on a monthly basis and are contingent upon the contractor continuing to provide services to the government. The Company recognizes product revenue and cost of revenue on a straight-line basis over the term of the contract.

OEM supplier programs

Funds received from OEM suppliers for inventory volume promotion programs, price protection and product rebates are recorded as adjustments to cost of revenue. The Company tracks vendor promotional programs for volume discounts on a program-by-program basis. The Company monitors the balances of receivables from vendors on a quarterly basis and adjusts the balance due for differences between expected and actual sales volume. Receivables from vendors are generally collected through reductions, authorized by the vendor, to accounts payable. For price protection programs and product rebates, the Company records a reduction of cost of revenue. Funds received for specific marketing and infrastructure reimbursements, net of direct costs, are recorded as adjustments to selling, general and administrative expenses, and any excess reimbursement amount is recorded as an adjustment to cost of revenue.

Royalties

The Company purchases licensed software products from OEM vendors, which it subsequently distributes to resellers. Royalties to OEM vendors are accrued for and recorded in cost of revenue when software products are shipped and revenue is recognized.

Warranties

The Company’s OEM suppliers generally warrant the products distributed by the Company and allow returns of defective products. The Company generally does not independently warrant the products it distributes; however, the Company does warrant the following: (1) its services with regard to products that it assembles for its customers, and (2) products that it builds to order from components purchased from other sources. To date neither warranty expense, nor the accrual for warranty costs has been material to the Company’s consolidated financial statements.

Advertising

Costs related to product advertising and promotion expenditures are charged to selling, general and administrative expense as incurred. To date, costs related to advertising and promotion expenditures have not been material.

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Income taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and laws that will be in effect when the difference is expected to reverse. Valuation allowances are provided against assets that are not likely to be realized.

Fair value of financial instruments

For certain of the Company’s financial instruments, including cash, short-term investments, forward contracts, accounts receivable and accounts payable, the carrying amounts approximate fair value due to the short maturities. The amount shown for borrowings also approximates fair value since current interest rates offered to the Company for debt of similar maturities are approximately the same. The estimated fair values of foreign exchange forward contracts are based on market prices or current rates offered for contracts with similar terms and maturities. The ultimate amounts paid or received under these foreign exchange contracts, however, depend on future exchange rates. The gains or losses are recognized as “Other income (expense), net” based on changes in the fair value of the contracts, which generally occur as a result of changes in foreign currency exchange rates.

Foreign currency translations

The functional currencies of the Company’s foreign subsidiaries are their respective local currencies, with the exception of the Company’s UK operation, for which the functional currency is the U.S. dollar. The financial statements of the foreign subsidiaries, other than the UK operations, are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the quarter. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income.” Gains and losses resulting from foreign currency transactions are included within “Other income (expense), net.”

Comprehensive income

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The primary components of comprehensive income for the Company include net income, foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries, and unrealized gains and losses on the Company’s available-for-sale securities.

Net income per common share

Net income per common share-basic is computed by dividing the net income for the period by the weighted average number of shares of common stock outstanding during the period. Net income per common share-diluted reflects the potential dilution from stock options and restricted stock. The calculations of net income per common share are presented in Note 9.

Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share” requires that employee stock options, nonvested shares and similar equity instruments granted by the Company be treated as

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money options. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in-capital when the award becomes deductible are assumed to be used to repurchase shares.

Recently issued accounting pronouncements

In May 2005, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”). SFAS No. 154 replaces APB Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The Company does not expect the adoption of SFAS No. 154 on December 1, 2006 to have any material impact on its consolidated financial statements.

In November 2005, the FASB issued FSP FAS No. 115-1 and FAS No. 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP 115-1 and 124-1”), which clarify when an investment is considered impaired, whether the impairment is other-than-temporary, and the measurement of an impairment loss. They also include accounting considerations subsequent to the recognition of an other-than-temporary impairment and require certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP 115-1 and 124-1 are effective for all reporting periods beginning after December 15, 2005. At August 31, 2006, the Company had no unrealized investment losses that had not been recognized as other-than-temporary impairments in its available-for-sale securities. The Company does not anticipate that the implementation of these statements will have a significant impact on its financial position or results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of SFAS No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The interpretation is effective for the fiscal years beginning after December 15, 2006. FIN 48 will be applicable to the Company for the fiscal year beginning December 1, 2007. The Company is currently in the process of assessing the impact of FIN 48 on its consolidated financial position and results of operations.

In June 2006, Emerging Issues Task Force (“EITF”) issued consensus on Issue No. 06-03, “How Taxes Collected from Customers and Remitted to Government Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)” (“EITF No. 06-03”). The Company is required to adopt the provisions of EITF No. 06-03 with the fiscal year beginning December 1, 2007. The Company does not expect the provisions of EITF No. 06-03 to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

NOTE 3 – SHARE-BASED COMPENSATION:

Effective December 1, 2005, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases, based on estimated fair values. The Company previously applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,”(“APB No. 25”) and related Interpretations and provided the required pro forma disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), which was superseded by SFAS No. 123(R). The Company has also applied the provisions of Staff Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS No. 123(R).

Prior to the Adoption of SFAS No. 123(R)

Prior to the adoption of SFAS No. 123(R), the Company provided the disclosures required under SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” No employee stock-based compensation was reflected in net income for the periods ended August 31, 2005, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

The pro forma information for the three and nine months ended August 31, 2005 was as follows:

 

    Three Months Ended
August 31, 2005
    Nine Months Ended
August 31, 2005
 

Net income – as reported

  $ 9,038     $ 40,026  

Less: Stock-based employee compensation expense determined under fair value based method related to the employee stock purchase plan

    (21 )     (327 )

Less: Stock-based employee compensation expense determined under fair value based method related to stock options

    (581 )     (2,351 )
               

Net income – pro forma

  $ 8,436     $ 37,348  
               

Net earnings per share – basic:

   

As reported

  $ 0.31     $ 1.41  

Pro forma

  $ 0.29     $ 1.31  

Net earnings per share – diluted:

   

As reported

  $ 0.29     $ 1.28  

Pro forma

  $ 0.28     $ 1.22  

Shares used in computing net income per share – basic:

   

As reported

    28,764       28,439  

Pro forma

    28,764       28,439  

Shares used in computing net income per share – diluted:

   

As reported

    31,120       31,177  

Pro forma

    30,564       30,663  

Impact of the Adoption of SFAS No. 123(R)

The Company elected to adopt the modified prospective application transition method as provided by SFAS No. 123(R). Accordingly, during the nine months ended August 31, 2006, the Company recorded share-based

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

compensation cost totaling the amount that would have been recognized had the fair value method been applied since the effective date of SFAS No. 123(R). Previously reported amounts have not been restated. The effect of recording share-based compensation for the three and nine months ended August 31, 2006 were as follows:

 

     Three Months Ended
August 31, 2006
    Nine Months Ended
August 31, 2006
 

Share-based compensation expense by type of award:

    

Employee stock options

   $ 544     $ 1,631  

Restricted stock

     366       909  

Employee stock purchase plan

     15       45  
                

Total share-based compensation

     925       2,585  

Tax effect on share-based compensation

     (315 )     (909 )
                

Net effect on net income

   $ 610     $ 1,676  
                

Tax effect on:

    

Cash flows from operations

   $ —       $ (8 )

Cash flows from financing activities

   $ —       $ 8  

Effect on earnings per share:

    

Basic

   $ 0.02     $ 0.06  

Diluted

   $ 0.02     $ 0.05  

Share-based compensation expense of $366 and $909 related to restricted stock would have been recorded under the provisions of APB No. 25 for the three and nine months ended August 31, 2006, respectively.

As of December 1, 2005, the Company had an unrecorded deferred share-based compensation balance related to stock options of $9,307 before estimated forfeitures. In the Company’s pro forma disclosures prior to the adoption of SFAS No. 123(R), the Company accounted for forfeitures upon occurrence. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differ from those estimates. Accordingly, as of December 1, 2005, the Company estimated that the share-based compensation for the awards not expected to vest was $310, and therefore, the unrecorded deferred share-based compensation balance related to stock options was adjusted to $8,997 after estimated forfeitures.

During the three and nine months ended August 31, 2006, the Company granted approximately 17 and 55 stock options, respectively, with an estimated total grant-date fair value of $146 and $444, respectively. Of this amount, the Company estimated that the share-based compensation for the awards not expected to vest was $5 and $15, respectively, for the three and nine months ended August 31, 2006. During the three and nine months ended August 31, 2006, the Company recorded share-based compensation related to stock options of $544 and $1,631, respectively.

As of August 31, 2006, the unrecorded deferred share-based compensation balance related to stock options was $7,642 and will be recognized over an estimated weighted average amortization period of 3.5 years.

No share-based compensation was capitalized as inventory at August 31, 2006. The Company did not capitalize any share-based compensation to inventory at December 1, 2005 when the provisions of SFAS No. 123(R) were initially adopted.

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Valuation Assumptions

SFAS No. 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s financial statements. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. In connection with the adoption of SFAS No. 123(R), the Company reassessed its valuation technique and related assumptions.

The Company estimates the fair value of stock options using the Black-Scholes valuation model, consistent with the provisions of SFAS No. 123(R), SAB 107 and the Company’s prior period pro forma disclosures of net earnings, including share-based compensation (determined under a fair value method as prescribed by SFAS No. 123). The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with the following weighted average assumptions:

 

     Three Months Ended     Nine Months Ended  
     August 31,
2006
    August 31,
2005
    August 31,
2006
    August 31,
2005
 

Stock option plan:

        

Expected life (years)

   6.3     5.0     6.3     5.0  

Risk-free interest rate

   5.1 %   3.7 %   4.7 %   3.8 %

Expected volatility

   35.8 %   40.0 %   36.2 %   40.0 %

Dividend yield

   0 %   0 %   0 %   0 %

Stock purchase plan:

        

Expected life (years)

   0.3     0.3     0.3     1.3  

Risk-free interest rate

   5.1 %   4.1 %   4.3 %   1.9 %

Expected volatility

   30.4 %   40.1 %   32.3 %   49.6 %

Dividend yield

   0 %   0 %   0 %   0 %

Prior to the adoption of SFAS No. 123(R), the Company used historical volatility in deriving its expected volatility assumption.

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

The following table summarizes the combined activity under the equity incentive plans for the indicated periods:

 

    

Shares
Available For
Grant

    Options Outstanding
       Number of Shares     Weighted
Average
Exercise Price

Balances, November 30, 2005

   3,893     7,387     $ 10.03

Restricted stock granted

   (252 )   —         —  

Restricted stock cancelled

   1     —         —  

Options granted

   (18 )   18       16.51

Options exercised

   —       (338 )     7.75

Options cancelled

   67     (67 )     16.48
              

Balances, February 28, 2006

   3,691     7,000     $ 10.10

Restricted stock cancelled

   2     —         —  

Options granted

   (20 )   20       18.48

Options exercised

   —       (301 )     5.73

Options cancelled

   24     (24 )     8.50
              

Balances, May 31, 2006

   3,697     6,695     $ 10.29

Restricted stock cancelled

   1     —         —  

Options granted

   (17 )   17       19.01

Options exercised

   —       (560 )     6.40

Options cancelled

   26     (26 )     12.74
              

Balances, August 31, 2006

   3,707     6,126     $ 10.66
              

The options outstanding and exercisable at August 31, 2006 were in the following exercise price ranges:

 

     Options Outstanding    Options Vested and Exercisable

Range of Exercise Prices

   Shares    Weighted
Average
Life
(Years)
   Weighted
Average
Exercise
Price
   Aggregate
Intrinsic
Value
   Shares    Weighted
Average
Life
(Years)
   Weighted
Average
Exercise
Price
   Aggregate
Intrinsic
Value

$3.00 - $4.50

   1,246    2.78    $ 4.48    $ 22,110    1,246    2.78    $ 4.39    $ 22,111

$7.00 - $10.00

   2,414    4.40    $ 9.38    $ 31,035    2,291    4.33    $ 9.34    $ 29,518

$12.00 - $15.54

   922    6.66    $ 12.13    $ 9,314    545    6.43    $ 12.10    $ 5,526

$16.10 - $19.58

   1,544    8.40    $ 16.78    $ 8,417    372    8.02    $ 16.52    $ 2,124
                                               

$3.00 - $19.58

   6,126    5.42    $ 10.66    $ 70,875    4,454    4.46    $ 8.80    $ 59,279
                                               

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the Company’s closing stock price of $22.23 as of August 31, 2006, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options exercisable as of August 31, 2006 was 4,454.

The weighted average grant-date fair value of options, as determined under SFAS No. 123(R), granted during the three and nine months ended August 31, 2006 was $8.58 and $8.07 per share, respectively. The total

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

fair value of shares vested during the three and nine months ended August 31, 2006 was $2,040 and $3,336, respectively. The total intrinsic value of options exercised during the three and nine months ended August 31, 2006 was $7,616 and $15,100, respectively. The total cash received from employees as a result of employee stock option exercises during the three and nine months ended August 31, 2006 was $1,994 and $6,344, respectively. In connection with these exercises, the tax benefits realized by the Company for the three and nine months ended August 31, 2006 were $2,962 and $5,777, respectively.

The Company settles employee stock option exercises with newly issued common shares.

A summary of the status of the Company’s nonvested restricted stock as of August 31, 2006 and changes during the nine months ended August 31, 2006, is presented below:

 

     Restricted Stock
     Number of
Shares
    Weighted
average
grant-date
fair value

Nonvested at November 30, 2005

   97     $ 17.17

Awards granted

   252       19.03

Awards cancelled/expired/forfeited

   (1 )     17.17
            

Nonvested at February 28, 2006

   348     $ 18.52

Awards granted

   —         —  

Awards cancelled/expired/forfeited

   (2 )     17.11
            

Nonvested at May 31, 2006

   346     $ 18.52

Awards granted

   —         —  

Awards cancelled/expired/forfeited

   (1 )     16.99
            

Nonvested at August 31, 2006

   345     $ 18.53
            

Restricted Stock

During the nine months ended August 31, 2006, the Company’s Compensation Committee approved the grant of 250 shares of restricted stock units to Robert Huang, the Company’s President and Chief Executive Officer. These restricted stock units will vest with respect to 25% of the shares on the date that is 13 months after the date of grant, and an additional 25% of the shares on the second, third and fourth anniversaries of the date of grant. The Company recorded the $4,763 value of these restricted stock units and will amortize that amount over the service period. The value of the restricted stock units was based on the closing market price of the Company’s common stock on the date of award. Amortization cost for all restricted stock awards for the three and nine months ended August 31, 2006 was $366 and $909, respectively.

As of August 31, 2006, there was $5,440 of total deferred share-based compensation related to nonvested restricted stock granted under the Amended and Restated 2003 Stock Incentive Plan. That cost is expected to be recognized over an estimated weighted average amortization period of 3.6 years.

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

NOTE 4 – DISCONTINUED OPERATIONS:

During the second quarter of fiscal 2005 the Company sold approximately 93% of the equity it held in its subsidiary, SYNNEX K.K, to MCJ Company Limited (“MCJ”), in exchange for approximately 26 shares of MCJ. The Company recorded a gain of $12,708, net of tax, as a result of this sale. Accordingly, the Company has reported the results of operations and financial position of this business in discontinued operations within the condensed consolidated statements of operations for all periods presented.

The results from the operations of SYNNEX K.K., prior to the sale, were as follows:

 

     Three Months Ended  
     May 31,
2005
    February 28,
2005
    November 30,
2004
    August 31,
2004
    May 31,
2004
    February 29,
2004
 

Revenue

   $ 24,815     $ 39,662     $ 37,783     $ 36,440     $ 41,853     $ 47,468  

Cost of revenue

     (23,143 )     (36,773 )     (35,451 )     (34,401 )     (39,338 )     (44,748 )
                                                

Gross profit

     1,672       2,889       2,332       2,039       2,515       2,720  

Selling, general and administrative expenses

     (1,187 )     (1,983 )     (1,926 )     (1,938 )     (2,192 )     (2,230 )
                                                

Income from operations before non-operating items, income taxes and minority interest

     485       906       406       101       323       490  

Interest expense and finance charges, net

     (42 )     (98 )     (94 )     (111 )     (130 )     (129 )

Other income (expense), net

     (79 )     (166 )     125       16       94       (77 )
                                                

Income before income taxes and minority interest

     364       642       437       6       287       284  

Provision for income taxes

     (144 )     (290 )     (200 )     (2 )     (132 )     (125 )

Minority interest

     (13 )     (48 )     (32 )     (1 )     (21 )     (22 )
                                                

Net income

   $ 207     $ 304     $ 205     $ 3     $ 134     $ 137  
                                                

NOTE 5 – BALANCE SHEET COMPONENTS:

Accounts receivable, net:

 

     August 31,
2006
    November 30,
2005
 

Trade accounts receivable

   $ 411,541     $ 364,856  

Less: Allowance for doubtful accounts

     (16,211 )     (12,688 )

Less: Allowance for sales returns

     (12,458 )     (9,846 )
                
   $ 382,872     $ 342,322  
                

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Vendor receivable, net:

 

     August 31,
2006
    November 30,
2005
 

Vendor Receivable

   $ 96,558     $ 85,447  

Less: Allowance for vendor receivables

     (3,021 )     (2,726 )
                
   $ 93,537     $ 82,721  
                

Inventories:

 

     August 31,
2006
   November 30,
2005

Components

   $ 71,286    $ 47,114

Finished goods

     477,657      447,503
             
   $ 548,943    $ 494,617
             

Intangible assets:

 

     August 31, 2006    November 30, 2005
     Gross
Amount
   Accumulated
Amortization
    Net
Amount
   Gross
Amount
   Accumulated
Amortization
    Net
Amount

Goodwill

   $ 26,493    $ —       $ 26,493    $ 24,840    $ —       $ 24,840

Vendor lists

     22,062      (15,769 )     6,293      22,062      (14,155 )     7,907

Customer lists

     13,620      (4,273 )     9,347      12,715      (3,130 )     9,585

Other intangible assets

     1,161      (757 )     404      1,086      (414 )     672
                                           
   $ 63,336    $ (20,799 )   $ 42,537    $ 60,703    $ (17,699 )   $ 43,004
                                           

Amortization expense was $1,046, $983, $3,050 and $2,947 for the three and nine months ended August 31, 2006 and 2005, respectively.

Deferred assets:

 

     August 31,
2006
    November 30,
2005

Deferred assets

   $ 163,313     $ —  

Less: Current portion

     (13,937 )     —  
              

Non-current portion

   $ 149,376     $ —  
              

Deferred assets are related to a long-term contract from the Company’s Mexico operation.

 

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Table of Contents

SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Deferred liabilities:

 

     August 31,
2006
    November 30,
2005

Deferred liabilities

   $ 128,392     $ —  

Less: Current portion

     (29,705 )     —  
              

Non-current portion

   $ 98,687     $ —  
              

Deferred liabilities are related to a long-term contract from the Company’s Mexico operation.

NOTE 6 – ACCOUNTS RECEIVABLE ARRANGEMENTS:

The Company has established a six-year revolving arrangement (the “U.S. Arrangement”) through a consolidated wholly owned subsidiary to sell up to $275,000 of U.S. trade accounts receivables (the “U.S. Receivables”) to two financial institutions. The U.S. Arrangement expires in August 2008. In connection with the U.S. Arrangement, the Company sells its U.S. Receivables to its wholly owned subsidiary on a continuing basis, which will in turn sell an undivided interest in the U.S. Receivables to the financial institutions without recourse, at market value, calculated as the gross receivable amount, less a facility fee. The fee is based on the prevailing commercial paper interest rates plus 0.75%. A separate fee based on the unused portion of the facility, at 0.30% per annum, is also charged by the financial institutions. The Company has also established a one-year revolving accounts receivable arrangement (the “Canadian Arrangement”) through SYNNEX Canada Limited, or SYNNEX Canada, to sell up to C$100,000 of U.S. and Canadian trade receivables (the “Canadian Receivables”) to a financial institution. The Canadian Arrangement expires in November 2006. In connection with the Canadian Arrangement, SYNNEX Canada sells its Canadian Receivables to the financial institution on a fully serviced basis. The effective discount rate of the Canadian Arrangement is the prevailing bankers’ acceptance rate or Canadian prime rate plus 0.45% per annum. The amount of U.S. and Canadian Receivables sold to the financial institutions and not yet collected from customers at August 31, 2006 and November 30, 2005 was $243,736 and $274,751, respectively. The remaining balance of unsold U.S. and Canadian Receivables at August 31, 2006 and November 30, 2005 of $354,789 and $253,488, respectively, are included within “Accounts receivable, net.”

The gross proceeds resulting from the sale of the U.S. and Canadian Receivables totaled approximately $494,316, $255,700, $1,480,875 and $762,100 in the three and nine months ended August 31, 2006 and 2005, respectively. The gross payments to the financial institutions under the U.S. and Canadian Arrangements totaled approximately $540,237, $225,000, $1,511,890 and $787,500 in the three and nine months ended August 31, 2006 and 2005, respectively, which arose from the subsequent collection of U.S. and Canadian Receivables. The proceeds (net of the facility fee) are reflected in the consolidated statements of cash flows in operating activities within changes in accounts receivable.

The Company continues to collect the U.S. and Canadian Receivables on behalf of the financial institutions, for which it receives a service fee from the financial institutions for the U.S. Receivables, and remits collections to the financial institutions. The Company estimates that the service fee it receives for the U.S. Receivables approximates the market rate for such services, and as a result, has recognized no servicing assets or liabilities in its consolidated balance sheet. Facility fees (net of service fees) charged by the financial institutions totaled $3,557, $1,796, $11,831 and $5,365 in the three and nine months ended August 31, 2006 and 2005, respectively, and were recorded within “Interest expense and finance charges, net.”

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Under the U.S. and Canadian Arrangements, the Company is required to maintain certain financial covenants to maintain its eligibility to sell additional U.S. and Canadian Receivables. These covenants include minimum net worth, minimum fixed charge ratio, and net worth percentage. The Company was in compliance with the covenants at August 31, 2006 and November 30, 2005.

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 adverse change or loss of the Company’s financing capacity under these programs if the commercial paper issuer or liquidity back-up provider is not replaced. Loss of such financing capacity could have a material adverse effect on the Company’s financial condition and results of operations.

The Company has also entered into financing agreements 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 business 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 and such inventory being repossessed by the Flooring Companies. See Note 13, “Commitments and Contingencies” for additional information. Approximately $223,193, $284,947, $709,317 and $869,080 of the Company’s net sales were financed under these programs in the three and nine months ended August 31, 2006 and 2005, respectively. Approximately $38,283 and $40,914 of accounts receivable at August 31, 2006 and November 30, 2005, respectively, were subject to flooring agreements. Flooring fees were approximately $1,396, $1,443, $4,283 and $3,994 in the three and nine months ended August 31, 2006 and 2005, respectively, and are included within “Interest expense and finance charges, net.”

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

NOTE 7 – RESTRUCTURING CHARGES:

In the first quarter of fiscal 2005, the Company announced a restructuring program in its distribution segment that impacted approximately 35 employees across multiple business functions in SYNNEX Canada and closed its facilities in Richmond, British Columbia, Calgary, Alberta and Saint-Laurent, Quebec. All terminations were completed by May 31, 2005. In the third quarter of fiscal 2005, the Company closed its facility in Markham, Ontario. This restructuring resulted in a total expense of $2,513, which consists of employee termination benefits of $711, estimated facilities exit expenses of $1,681 and other expenses in the amount of $121. The following table summarizes the activity related to the liability for restructuring charges through August 31, 2006:

 

     Severance
and Benefits
    Facility and
Exit Costs
    Other     Total  

Balance of accrual at November 30, 2004

   $ —       $ —       $  —       $ —    

Restructuring charges expensed in the year ended November 30, 2005

     711       1,681       121       2,513  

Cash payments

     (690 )     (293 )     (17 )     (1,000 )

Adjustments

     —         157       —         157  

Non-cash charges

     —         (636 )     —         (636 )
                                

Balance accrued at November 30, 2005

     21       909       104       1,034  

Cash payments

     (21 )     (152 )     —         (173 )

Non-cash charges

     —         (17 )     —         (17 )
                                

Balance accrued at February 28, 2006

     —         740       104       844  

Cash payments

     —         (142 )     (11 )     (153 )

Non-cash charges

     —         (14 )     (93 )     (107 )
                                

Balance accrued at May 31, 2006

     —         584       —         584  

Cash payments

       (105 )     —         (105 )
                                

Balance accrued at August 31, 2006

   $ —       $ 479     $ —       $ 479  
                                

The unpaid portion of the restructuring charges is included in the condensed consolidated balance sheets under the caption “Accrued liabilities.”

NOTE 8 – BORROWINGS:

Borrowings consist of the following:

 

     August 31,
2006
    November 30,
2005
 

SYNNEX Mexico term loan

   $ 65,990     $ —    

SYNNEX Canada revolving accounts receivable securitization program

     —         26,391  

SYNNEX Canada term loan

     1,314       1,518  

SYNNEX UK line of credit

     1,312       1,792  
                
     68,616       29,701  

Less: Current portion

     (21,145 )     (28,548 )
                

Non-current portion

   $ 47,471     $ 1,153  
                

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

NOTE 9 – NET INCOME PER COMMON SHARE:

The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data):

 

     Three Months Ended    Nine Months Ended
     August 31,
2006
   August 31,
2005
   August 31,
2006
   August 31,
2005

Income from continuing operations

   $ 13,779    $ 9,038    $ 35,779    $ 27,192

Income from discontinued operations, net of tax

     —        —        —        511

Gain on sale of discontinued operations, net of tax

     —        —        —        12,323
                           

Net income

   $ 13,779    $ 9,038    $ 35,779    $ 40,026
                           

Weighted average common shares – basic

     29,879      28,764      29,481      28,439

Effect of dilutive securities:

           

Stock options and restricted stock

     1,999      2,356      2,192      2,738
                           

Weighted average common shares – diluted

     31,878      31,120      31,673      31,177
                           

Earnings per share:

           

Basic

           

Income from continuing operations

   $ 0.46    $ 0.31    $ 1.21    $ 0.96

Discontinued operations

     —        —        —        0.45
                           

Net income per common share – basic

   $ 0.46    $ 0.31    $ 1.21    $ 1.41
                           

Diluted

           

Income from continuing operations

   $ 0.43    $ 0.29    $ 1.13    $ 0.87

Discontinued operations

     —        —        —        0.41
                           

Net income per common share – diluted

   $ 0.43    $ 0.29    $ 1.13    $ 1.28
                           

Net income for the three and nine months ended August 31, 2006 includes $610 and $1,676 respectively, of share-based compensation expense, net of tax. The effect of recording share-based compensation expense on basic and diluted earnings per share was $0.02 per share each in the three months ended August 31, 2006 and $0.06 and $0.05 per share for basic and diluted earnings per share, respectively, in the nine months ended August 31, 2006.

Options to purchase 1559, 227, 1559 and 36 shares of common stock for the three months ended August 31, 2006 and 2005 and the nine months ended August 31, 2006 and 2005 respectively, have not been included in the computation of diluted net income per share as their effect would have been anti-dilutive.

NOTE 10 – RELATED PARTY TRANSACTIONS:

Purchases of inventories from MiTAC International Corporation and its affiliates (principally motherboards and other peripherals) were approximately $115,387, $88,276, $330,396 and $291,316 during the three and nine months ended August 31, 2006 and 2005, respectively. Sales to MiTAC International Corporation and its affiliates during the three and nine months ended August 31, 2006 and 2005 were approximately $716, $480,

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

$1,636 and $1,373 respectively. The Company’s relationship with MiTAC International Corporation has been informal and is not governed by long-term commitments or arrangements with respect to pricing terms, revenue, or capacity commitments. Accordingly, the Company negotiates manufacturing and pricing terms, including customer revenue, on a case-by-case basis with MiTAC International Corporation.

NOTE 11 – SEGMENT INFORMATION:

Segments were determined based on products and services provided by each segment. Accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company has identified the following two reportable business segments:

The Distribution segment distributes computer systems and complementary products to a variety of customers, including value-added resellers, system integrators, retailers and direct resellers.

The Contract Assembly segment provides electronics assembly services to OEMs, including integrated supply chain management, build-to-order and configure-to-order system configurations, materials management and logistics.

Summarized financial information related to the Company’s reportable business segments as of August 31, 2006 and 2005, and for each of the periods then ended, is shown below:

 

     Distribution    Contract
Assembly
   Consolidated

Three Months Ended August 31, 2006:

        

Revenue

   $ 1,457,809    $ 134,395    $ 1,592,204

Income from continuing operations before non-operating items, income taxes and minority interest

     22,034      1,479      23,513

Total assets

     1,088,512      249,741      1,338,253

Three Months Ended August 31, 2005:

        

Revenue

   $ 1,263,519    $ 128,071    $ 1,391,590

Income from continuing operations before non-operating items, income taxes and minority interest

     17,046      2,683      19,729

Total assets

     796,635      202,010      998,645

Nine Months Ended August 31, 2006:

        

Revenue

   $ 4,207,026    $ 398,614    $ 4,605,640

Income from continuing operations before non-operating items, income taxes and minority interest

     61,884      6,272      68,156

Total assets

     1,088,512      249,741      1,338,253

Nine Months Ended August 31, 2005:

        

Revenue

   $ 3,654,781    $ 392,900    $ 4,047,681

Income from continuing operations before non-operating items, income taxes and minority interest

     44,491      10,057      54,548

Total assets

     796,635      202,010      998,645

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

Summarized financial information related to the geographic areas in which the Company operated as of August 31, 2006 and 2005 and for each of the periods then ended is shown below:

 

     North
America
   Other    Consolidation
Adjustments
    Consolidated

Three Months Ended August 31, 2006:

          

Revenue

   $ 1,533,838    $ 71,710    $ (13,344 )   $ 1,592,204

Income from continuing operations

     11,167      2,829      (217 )     13,779

Other long-lived assets

     30,748      16,081      —         46,829

Three Months Ended August 31, 2005:

          

Revenue

   $ 1,345,936    $ 55,321    $ (9,667 )   $ 1,391,590

Income from continuing operations

     8,358      548      132       9,038

Other long-lived assets

     23,309      15,611      —         38,920

Nine Months Ended August 31, 2006:

          

Revenue

   $ 4,441,803    $ 199,337    $ (35,500 )   $ 4,605,640

Income from continuing operations

     31,348      4,693      (262 )     35,779

Other long-lived assets

     30,748      16,081      —         46,829

Nine Months Ended August 31, 2005:

          

Revenue

   $ 3,897,901    $ 179,031    $ (29,251 )   $ 4,047,681

Income from continuing operations

     24,276      2,664      252       27,192

Other long-lived assets

     23,309      15,611      —         38,920

Revenue in the U.S. was approximately 80%, 81%, 79% and 80% of total revenue for the three and nine months ended August 31, 2006 and 2005, respectively.

NOTE 12 – ACQUISITIONS:

On April 28, 2006, the Company acquired the assets of the Telpar distribution segment of Peak Technologies, Inc. (“Telpar”) for approximately $3,309. Telpar sold automatic identification and data capture and point of sales products and services. Revenue from the Telpar business unit was less than $20,000 for the twelve months ended March 31, 2006. The Telpar business has been fully integrated within the Company’s distribution segment. The aggregate purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on estimates of fair value. The excess of the purchase price over the fair value of identifiable net assets acquired of $429 has been recognized as intangible assets.

On June 9, 2006, the Company acquired substantially all of the assets of Azerty United Canada ink and toner distribution business from United Stationers Supply Company (“Azerty”) for approximately $14,624. In the twelve months ended March 31, 2006, revenue from Azerty’s ink and toner business was approximately $100,000. The Azerty business has been fully integrated within the Company’s distribution segment. The aggregate purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on estimates of fair value. The excess of the purchase price over the fair value of identifiable net assets acquired of $1,392 has been recognized as goodwill. The allocation of purchase price is preliminary and the estimates and assumptions used are subject to change.

The inclusion of these two acquisitions from the date of acquisition through August 31, 2006 did not have a significant impact on the Company’s consolidated statement of operations. These acquisitions, individually and

 

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SYNNEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended August 31, 2006 and 2005

(amounts in thousands, except for per share amounts)

(unaudited)

 

in the aggregate, did not meet the conditions of a material business combination as defined by the SEC and SFAS 141 “Business Combinations.” As such, they were not subject to the disclosure requirements of SFAS 141. However, the Company believes that disclosures provided herein are useful to the understanding of the goodwill and intangible assets activity through August 31, 2006.

NOTE 13 – COMMITMENTS AND CONTINGENCIES:

The Company was contingently liable at August 31, 2006, 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 6. Losses, if any, would be the difference between repossession cost and the resale value of the inventory. There have been no repurchases through August 31, 2006 under these agreements, nor is the Company aware of any pending customer defaults or repossession obligations.

From time to time the Company is subject to possible claims or assessments from third parties arising in the normal course of business. Management has reviewed such possible claims and assessments with legal counsel and believes that it is unlikely that such claims will result in a material adverse impact on the Company’s financial position or results of operations or cash flows. The Company is not currently involved in any legal proceedings that it believes will materially and adversely affect its business.

NOTE 14 – SUBSEQUENT EVENT:

On September 11, 2006, the Company’s wholly owned subsidiary, BSA Sales, LLC (“BSA Sales”) signed a definitive agreement to acquire Concentrix Corporation (“Concentrix”) based in Rochester, New York for approximately $8,000. The definitive agreement also allows for an earnout payment of $2,500 to be paid if certain milestones are met in the first 120 days after the acquisition. Concentrix is an integrated marketing company that provides call center, database analysis, and print on demand services to customers in the transportation, publishing, banking, healthcare and high technology industries. The Concentrix and BSA Sales operations will be integrated under the Concentrix name. The Company currently is evaluating the allocation of the purchase price to net tangible and identifiable intangible assets of Concentrix and does not expect the ultimate allocation of purchase price to have a material impact on our financial position, results of operations, or cash flows.

 

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

When used in this Quarterly Report on Form 10-Q (the “Report”), the words “believes,” “plans,” “estimates,” “anticipates,” “expects,” “intends,” “allows,” “can,” “will” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include statements relating to our services, our relationships with and the value we provide to our OEM suppliers and reseller customers, our recent acquisitions, our relationship with MiTAC International and Sun Microsystems, our strategy with respect to international operations, gross margin, selling, general and administrative expenses, interest expense and finance charges, net, fluctuations in future revenues and operating results and future expenses, fluctuations in inventory, our estimates regarding our capital requirements and our needs for additional financing, our infrastructure needs and growth, strategic acquisitions or investments, use of our working capital, expansion of our operations and related costs, impact of accounting pronouncements, impact of new rules and regulations affecting public companies, the adequacy of our cash resources to meet our capital needs, statements regarding our securitization programs, sources of revenue and the adequacy of our disclosure controls and procedures. 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 below in Part II, Item 1A “Risk Factors”, as well as the seasonality of the buying patterns of our customers, the concentration of sales to large customers, dependence upon and trends in capital spending budgets in the IT industry, fluctuations in general economic conditions, increased competition and costs related to expansion of our operations. 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 global information technology, or IT, supply chain services company. We offer a comprehensive range of services to IT original equipment manufacturers and software publishers, collectively OEMs, and reseller customers worldwide. The supply chain services that we offer include product distribution, related logistics and support services, contract assembly and demand generation marketing.

We have been in the IT distribution business since 1980 and are one of the largest IT product distributors based on 2005 reported revenue. We focus our core wholesale distribution business on a limited number of leading IT OEMs, which allows us to enhance and increase the value we provide to our OEM suppliers and reseller customers. In the three and nine months ended August 31, 2006 our largest OEM supplier, HP, accounted for approximately 25% and 26% of our total revenue, respectively.

Because we offer distribution, contract assembly, demand generation marketing, IT solution and complementary supply chain services, OEM suppliers and resellers can outsource to us multiple areas of their business outside of their core competencies. This model allows us to provide services at several points along the IT product supply chain.

We believe that the combination of our broad range of supply chain capabilities, our focus on serving the leading IT OEMs and our efficient operations enables us to realize strong relationships with our OEM suppliers and reseller customers. We are headquartered in Fremont, California and have distribution, sales and assembly facilities in North America, Asia, Latin America and Europe.

We manage our business in two segments – distribution and contract assembly. Our revenue is currently approximately 92% from distribution and 8% from contract assembly. In addition, from a geographic segment perspective, approximately 96% of our total revenue is from North America and the remaining 4% is from outside North America.

 

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The IT product distribution and contract assembly industries in which we operate are characterized by low gross profit as a percentage of revenue, or gross margin, and low income from operations as a percentage of revenue, or operating margin. As well, the market for IT products is generally characterized by declining unit prices and short product life cycles. Our distribution business is also highly competitive on the basis of price. We set our sales price based on the market supply and demand characteristics for each particular product or bundle of products we distribute.

Our revenue is highly dependent on the end-market demand for the IT products that we distribute and assemble. This end-market demand is influenced by many factors including the introduction of new IT products and software by OEMs, replacement cycles for existing IT products and overall economic growth and general business activity. A difficult and challenging economic environment may also lead to consolidation or decline in the IT distribution industry and increased price-based competition.

Recent Acquisitions and Divestitures

We seek to augment our organic growth with strategic acquisitions of businesses and assets that complement and expand our supply chain service capabilities. We also divest businesses that we deem not strategic to our ongoing operations. Our historical acquisitions have brought us new reseller customers and OEM suppliers, extended the geographic reach of our operations, particularly in international markets, and expanded the services we provide to our OEM suppliers and customers. 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.

During 2006 we made the following acquisitions:

On April 28, 2006, we acquired the assets of the Telpar distribution segment of Peak Technologies, Inc. (“Telpar”) for approximately $3,309. Telpar sold automatic identification and data capture and point of sales products and services. Revenue from the Telpar business unit was less than $20,000 for the twelve months ended March 31, 2006. We do not expect to retain the entire revenue run rate of Telpar. The Telpar business has been fully integrated within our distribution segment. The aggregate purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on estimates of fair value. The excess of the purchase price over the fair value of identifiable net assets acquired of $429 has been recognized as intangible assets.

On June 9, 2006, we acquired substantially all of the assets of Azerty United Canada’s ink and toner distribution business from United Stationers Supply Company (“Azerty”) for approximately $14,624. In the twelve months ended March 31, 2006, revenue from Azerty’s ink and toner business was approximately $100,000. We do not expect to retain the entire revenue run rate of Azerty. The Azerty business has been fully integrated within our distribution segment. The aggregate purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on estimates of fair value. The excess of the purchase price over the fair value of identifiable net assets acquired of $1,392 has been recognized as goodwill. The final purchase price allocation to goodwill and intangible assets will depend upon the completion of our integration plan.

On September 11, 2006, our wholly owned subsidiary, BSA Sales, LLC (“BSA Sales”) signed a definitive agreement to acquire Concentrix Corporation (“Concentrix”) based in Rochester, New York for approximately $8,000. The definitive agreement also allows for an earnout payment of $2,500 to be paid if certain milestones are met in the first 120 days after the acquisition. Concentrix is an integrated marketing company that provides call center, database analysis, and print on demand services to customers in the transportation, publishing, banking, healthcare and high technology industries. The Concentrix and BSA Sales operations will be integrated under the Concentrix name. Revenue from Concentrix was approximately $15,000 in the twelve months ended December 31, 2005. We are currently evaluating the allocation of the purchase price to net tangible and identifiable intangible assets of Concentrix and do not expect the ultimate allocation of purchase price to have a material impact on our financial position, results of operations, or cash flows.

 

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Critical Accounting Policies and Estimates

Effective December 1, 2005, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases, based on estimated fair values. The Company previously applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related Interpretations and provided the required pro forma disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), which was superseded by SFAS No. 123(R). The Company has also applied the provisions of Staff Accounting Bulletin No. 107 relating to SFAS No. 123(R).

There have been no other material changes in our critical accounting policies and estimates for the three and nine month periods ended August 31, 2006 from our disclosure in our Annual Report on Form 10-K for the year ended November 30, 2005. For a discussion of the critical accounting policies, please see the discussion in our Annual Report on Form 10-K for the fiscal year ended November 30, 2005.

Results of Operations

The following table sets forth, for the indicated periods, data as percentages of revenue:

 

     Three Months Ended     Nine Months Ended  
     August 31,
2006
    August 31,
2005
    August 31,
2006
    August 31,
2005
 

Statements of Operations Data:

        

Revenue

   100.00 %   100.00 %   100.00 %   100.00 %

Cost of revenue

   (95.43 )   (95.76 )   (95.53 )   (95.76 )
                        

Gross profit

   4.57     4.24     4.47     4.24  

Selling, general and administrative expenses

   (3.09 )   (2.82 )   (3.00 )   (2.89 )
                        

Income from continuing operations before non-operating items, income taxes and minority interest

   1.48     1.42     1.48     1.35  

Interest expense and finance charges, net

   (0.17 )   (0.27 )   (0.28 )   (0.27 )

Other income (expense), net

   0.02     (0.09 )   0.00     0.01  
                        

Income from continuing operations before income taxes and minority interest

   1.32     1.06     1.20     1.09  

Provision for income taxes

   (0.44 )   (0.41 )   (0.42 )   (0.42 )

Minority interest in subsidiary

   (0.02 )   —       (0.01 )   —    
                        

Income from continuing operations

   0.87     0.65     0.78     0.67  

Income from discontinued operations, net of tax

   —       —       —       0.01  

Gain on sale of discontinued operations, net of tax

   —       —       —       0.31  
                        

Net income

   0.87 %   0.65 %   0.78 %   0.99 %
                        

Three Months Ended August 31, 2006 and 2005

Revenue:

 

     Three Months Ended
August 31, 2006
   Three Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Revenue

   $ 1,592,204    $ 1,391,590    14.4 %

Distribution revenue

   $ 1,457,809    $ 1,263,519    15.4 %

Contract assembly revenue

   $ 134,395    $ 128,071    4.9 %

 

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The increase in our distribution revenue was primarily attributable to continued growth in our business in the United States and Canada including obtaining additional market share, overall increased demand for products through the IT distribution channel and contribution from our Azerty and Telpar acquisitions. The increase in contract assembly revenue was the result of increased demand from our primary contract assembly customer, Sun Microsystems.

The increase in our revenue was somewhat mitigated by continued significant competition in the IT distribution marketplace, our desire to focus on operating income growth before revenue growth and gradual declines in the average selling price of the products we sell.

Gross Profit:

 

     Three Months Ended
August 31, 2006
    Three Months Ended
August 31, 2005
    % Change  
     (in thousands)     (in thousands)        

Gross profit

   $ 72,718     $ 58,978     23.3 %

Percentage of revenue

     4.57 %     4.24 %   7.8 %

Our gross profit has been affected by a variety of factors, including competition, the mix and average selling prices of products we sell and the mix of customers to whom we sell, rebate and discount programs from our suppliers, freight costs and reserves for inventory losses.

The increase in gross margin percentage was a result of higher margins in our distribution segment, mainly due to our focused efforts to improve our gross margin, including ongoing improvements in our pricing initiatives and increased value added service offerings, as well as customer and product mix.

Our contract assembly gross margin percentage decreased due to changes in pricing and product mix with our largest contract assembly customer, Sun Microsystems, slightly offset by improved margin in our non-Sun assembly business.

While we currently do not expect any significant change in our total gross margin, it may decrease in future periods as a result of the relative mix of our distribution and contract assembly revenue, distribution customer mix, potential increased competition, softness in the overall economy or changes to the terms and conditions in which we do business with our OEMs.

Selling, General and Administrative Expenses:

 

     Three Months Ended
August 31, 2006
    Three Months Ended
August 31, 2005
    % Change  
     (in thousands)     (in thousands)        

Selling, general and administrative expenses

   $ 49,205     $ 39,249     25.4 %

Percentage of revenue

     3.09 %     2.82 %   9.6 %

Our selling, general and administrative expenses consist primarily of salaries, commissions, bonuses, and related expenses for personnel engaged in sales, product marketing, distribution and contract assembly operations and administration. Selling, general and administrative expenses also include share-based compensation expense, deferred compensation expense or income, temporary personnel fees, the costs of our facilities, utility expense, professional fees, depreciation expense on our capital equipment and amortization expense on our intangible assets, offset by reimbursements from OEM suppliers.

Selling, general and administrative expenses increased in the third quarter of fiscal 2006 from the prior year due to the incremental costs associated with our increased revenues, an increase in headcount for new and existing business initiatives and an increase in bonus expenses due to increased profitability. In addition, in the

 

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third quarter of fiscal 2006 we recorded $0.9 million in share-based compensation expense, as a result of the adoption of SFAS No. 123(R) on December 1, 2005. As a percentage of revenue, selling, general and administrative expenses increased for the three months ended August 31, 2006 versus the prior year primarily due to share-based compensation expense and new business initiative investment.

Netted against selling, general and administrative expenses are reimbursements from OEM suppliers of $6.2 million for the three months ended August 31, 2006, compared to $5.5 million in the prior year. The reimbursements relate to marketing, infrastructure and promotion programs such as advertisements in trade publications, direct marketing campaigns through mail and e-mail and product demonstrations at trade shows. We make the arrangements and pay for the advertising, facility fees and other costs of the programs, which feature the OEM suppliers’ products.

While we continually strive to maintain the lowest possible cost structure in running our operations, without sacrificing customer and vendor service and satisfaction, we do expect that our selling, general and administrative expense will increase in future periods as we invest in our infrastructure to improve processes and productivity and to grow our business.

Income from Continuing Operations before Non-Operating Items, Income Taxes and Minority Interest:

 

     Three Months Ended
August 31, 2006
   Three Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Income from continuing operations before non-operating items, income taxes and minority interest

   $ 23,513    $ 19,729    19.2 %

Distribution income from continuing operations before non-operating items, income taxes and minority interest

   $ 22,034    $ 17,046    29.3 %

Contract assembly income from continuing operations before non-operating items, income taxes and minority interest

   $ 1,479    $ 2,683    (44.9 )%

Income from continuing operations before non-operating items, income taxes and minority interest as a percentage of revenue for the three months ended August 31, 2006 increased to 1.48% from 1.42% in the prior year primarily due to the increase in our revenues, the aforementioned improvements in gross profit, partially offset by an increase in selling, general and administrative expenses, as mentioned above, including share-based compensation expense.

By segment, our distribution margin increased to 1.51% of distribution revenue from 1.35% in the prior year primarily for the same reasons noted above regarding our overall increase in income from continuing operations and our contract assembly margin decreased to 1.10% in the three months ended August 31, 2006 from 2.09% in the prior year primarily due to pricing and product changes from the fiscal third quarter of 2005.

Interest Expense and Finance Charges, net:

 

     Three Months Ended
August 31, 2006
   Three Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Interest expense and finance charges, net

   $ 2,743    $ 3,777    (27.4 )%

Amounts recorded in interest expense and finance charges, net are primarily interest expense paid on our lines of credit, long-term debt and deferred compensation liability, fees associated with third party accounts receivable flooring arrangements and the sale of accounts receivable through our securitization facilities, offset by income earned on our excess cash investments and interest income earned from a long-term contract at our Mexico operation.

 

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The decrease in interest expense and finance charges, net was primarily due to an increase in interest income at our Mexico operation, offset by an increase in overall borrowings and higher interest rates, as compared to those in fiscal 2005.

Other Income (Expense), net:

 

     Three Months Ended
August 31, 2006
   Three Months Ended
August 31, 2005
    % Change  
     (in thousands)    (in thousands)        

Other income (expense), net

   $ 265    $ (1,155 )   122.9 %

Amounts recorded in other income (expense), net include investment gains and losses related to deferred compensation, foreign currency transaction gains and losses, investment gains and losses and other non-operating gains and losses.

The increase in other income (expense), net was primarily due to a $1.6 million mark-to-market loss from the decrease in value of shares of MCJ Company Limited, or MCJ, stock we acquired as a result of the sale of our Japanese subsidiary, which was recorded in the three months ended August 31, 2005, offset by a $0.2 million increase in deferred compensation income.

Provision for Income Taxes . Income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and foreign jurisdictions. Our effective tax rate was 33.4% for the three months ended August 31, 2006 as compared with an effective tax rate of 38.9% in the prior year quarter. The decrease in our effective tax rate from the third quarter of fiscal 2005 was primarily a result of higher profit in lower tax jurisdictions and the utilization of net operating loss carry forward amounts and related valuation allowances at our Mexico operation, due to its profitability in the third fiscal quarter.

Minority Interest . Minority interest is the portion of earnings from operations from our subsidiary in Mexico attributable to others. Minority interest increased to $241 for the three months ended August 31, 2006 from zero in the three months ended August 31, 2005 due to the profitability at our Mexico subsidiary.

Nine Months Ended August 31, 2006 and 2005

Revenue:

 

     Nine Months Ended
August 31, 2006
   Nine Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Revenue

   $ 4,605,640    $ 4,047,681    13.8 %

Distribution revenue

   $ 4,207,026    $ 3,654,781    15.1 %

Contract assembly revenue

   $ 398,614    $ 392,900    1.5 %

The increase in our distribution revenue was primarily attributable to continued growth in our business primarily in the United States and Canada, including obtaining additional market share, increased business from our larger customers, improvement in our Canadian retail distribution business, overall increased demand for products through the IT distribution channel and contribution from our Azerty and Telpar acquisitions.

The increase in our distribution revenue was somewhat mitigated by continued significant competition in the IT distribution marketplace, our desire to focus on operating income growth before revenue growth and gradual declines in the average selling prices of the products we sell.

The increase in contract assembly revenue was the result of increased demand from our primary contract assembly customer, Sun Microsystems.

 

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Gross Profit:

 

     Nine Months Ended
August 31, 2006
    Nine Months Ended
August 31, 2005
    % Change  
     (in thousands)     (in thousands)        

Gross profit

   $ 206,076     $ 171,668     20.0 %

Percentage of revenue

     4.47 %     4.24 %   5.4 %

The increase in gross margin percentage was a result of higher margins in our distribution segment, mainly due to our focused efforts to improve our gross margin, including ongoing improvements in our pricing initiatives and increased value added service offerings, as well as customer and product mix. Our contract assembly gross margin percentage decreased due to changes in pricing and product mix with our largest contract assembly customer, Sun Microsystems, slightly offset by improved margin in our non-Sun assembly business.

Selling, General and Administrative Expenses:

 

     Nine Months Ended
August 31, 2006
    Nine Months Ended
August 31, 2005
    % Change  
     (in thousands)     (in thousands)        

Selling, general and administrative expenses

   $ 137,920     $ 117,120     17.8 %

Percentage of revenue

     2.99 %     2.89 %   3.5 %

Selling, general and administrative expenses increased in the first nine months of fiscal 2006 from the prior year due to the incremental costs associated with our increased revenues, an increase in headcount for new and existing business initiatives, an increase in bad debt expenses, primarily due to increased collection risk from one customer and an increase in bonus expenses due to increased profitability. In addition we recorded $2.6 million in share-based compensation expense in the first nine months of fiscal 2006, primarily as a result of the adoption of SFAS No. 123(R) on December 1, 2005. These increases were partially offset by a $1.3 million decrease in deferred compensation expense and a $1.6 million restructuring charge incurred in the nine months ended August 31, 2005. Netted against selling, general and administrative expenses are reimbursements from OEM suppliers of $17.1 million for the nine months ended August 31, 2006, compared to $14.9 million in the prior year.

The restructuring charge in fiscal 2005 was primarily incurred to eliminate duplicate personnel and excess facilities that occurred as a result of our acquisition of EMJ Data Systems Limited, or EMJ. The restructuring resulted in employee termination benefits of $0.7 million, estimated facilities exit expenses of $0.8 million and other costs of $0.1 million. All restructuring activities were within our distribution segment. The unpaid portion of the restructuring charge is included in the condensed consolidated balance sheets under the caption “Accrued liabilities.”

Income from Continuing Operations before Non-Operating Items, Income Taxes and Minority Interest:

 

     Nine Months Ended
August 31, 2006
   Nine Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Income from continuing operations before non-operating items, income taxes and minority interest

   $ 68,156    $ 54,548    24.9 %

Distribution income from continuing operations before non-operating items, income taxes and minority interest

   $ 61,884    $ 44,491    39.1 %

Contract assembly income from continuing operations before non-operating items, income taxes and minority interest

   $ 6,272    $ 10,057    (37.6 )%

 

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Income from continuing operations before non-operating items, income taxes and minority interest as a percentage of revenue for the nine months ended August 31, 2006 increased to 1.48% from 1.35% in the prior year primarily due to the increase in our revenue, the aforementioned improvements in gross profit and decrease in deferred compensation expense, partially offset by share-based compensation expense of $2.6 million and increase in selling, general and administrative expenses mentioned above. By segment, our distribution margin increased to 1.47% of distribution revenue from 1.22% in the prior year primarily for the same reasons noted above regarding our overall increase in income from continuing operations and our contract assembly margin decreased to 1.57% in the nine months ended August 31, 2006 from 2.56% in the prior year primarily due to the aforementioned pricing and product changes.

Interest Expense and Finance Charges, net:

 

     Nine Months Ended
August 31, 2006
   Nine Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Interest expense and finance charges, net

   $ 12,935    $ 11,108    16.5 %

The increase in interest expense and finance charges, net was primarily a result of higher finance charges due to higher interest rates as compared to those in fiscal 2005 and higher debt levels due to our increase in business partially offset by an increase in interest income from our Mexico operation.

Other Income (Expense), net:

 

     Nine Months Ended
August 31, 2006
   Nine Months Ended
August 31, 2005
   % Change  
     (in thousands)    (in thousands)       

Other income (expense), net

   $ 56    $ 501    (88.8 )%

The decrease in other income (expense), net was primarily due to a $1.3 million decrease in deferred compensation income, partially offset by $0.7 million loss associated with our investment in MCJ, which occurred in the nine months ended August 31, 2005, and $0.5 million related to the repayment of debt resulting from the acquisition of EMJ, also in the nine months ended August 31, 2005.

Provision for Income Taxes . Our effective tax rate was 34.8% in the nine months ended August 31, 2006 as compared with an effective tax rate of 38.3% in the prior year. The decrease in our effective tax rate from the first nine months of fiscal 2005 was primarily a result of higher profit in lower tax jurisdictions, and the utilization of net operating loss carry forward amounts and related valuation allowances at our Mexico operations, due to its profitability in the third fiscal quarter.

Minority Interest . Minority interest increased to $241 expense in the nine months ended August 31, 2006 from a benefit of $58 in the nine months ended August 31, 2005 primarily due to profitability at our Mexico operation.

 

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Discontinued Operations : The results from the operations of SYNNEX K.K., prior to the sale, were as follows (in thousands):

 

     Nine Months Ended  
     August 31,
2006
   August 31,
2005
 

Revenue

   $ —      $ 64,477  

Cost of revenue

     —        (59,916 )
               

Gross profit

     —        4,561  

Selling, general and administrative expenses

     —        (3,170 )
               

Income from operations before non-operating items, income taxes and minority interest

     —        1,391  

Interest expense and finance charges, net

     —        (140 )

Other income (expense), net

     —        (245 )
               

Income before income taxes and minority interest

     —        1,006  

Provision for income taxes

     —        (434 )

Minority interest

     —        (61 )
               

Net income

   $  —      $ 511  
               

Liquidity and Capital Resources

Cash Flows

Our business is working capital intensive. Our working capital needs are primarily to finance accounts receivable and inventory. We rely heavily on debt, accounts receivable flooring programs and the sale of our accounts receivable under our securitization programs for our working capital needs.

We have financed our growth and cash needs to date primarily through working capital financing facilities, bank credit lines and cash generated from operations. The primary uses of cash have been to fund increases in inventory and accounts receivable resulting from increased sales, and for acquisitions.

We had positive net working capital of $400.9 and $350.5 million at August 31, 2006 and November 30, 2005, respectively. We believe that cash flows from operations, our current cash balance and funds available under our working capital and credit facilities will be sufficient to meet our working capital needs and planned capital expenditures for the next 12 months.

To increase our market share and better serve our customers, we may further expand our operations through investments or acquisitions. We expect that this expansion would require an initial investment in personnel, facilities and operations, which may be more costly than similar investments in current operations. As a result of these investments, we may experience an increase in cost of sales and operating expenses that is disproportionate to revenue from those operations. These investments or acquisitions would likely be funded primarily by incurring additional debt or issuing common stock.

Net cash used in operating activities was $6.4 million in the nine months ended August 31, 2006. Cash used in operating activities in the nine months ended August 31, 2006 was primarily attributable to a net use of cash for working capital of $61.5 million partially offset by net income of $35.8 million and depreciation and amortization of $7.0 million. The cash used for working capital in the nine months ended August 31, 2006 was primarily due to increases in inventory, net deferred assets as a result of our multi-year contract from our Mexico operation and accounts receivable, partially offset by an increase in accounts payable. The fluctuations in these working capital balances were primarily related to overall higher revenue levels and a net decrease in sales of accounts receivable under our securitization program of $31.0 million.

 

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Net cash used in investing activities was $11.7 million in the nine months ended August 31, 2006. Cash used in investing activities was primarily the result of purchase of short-term investments of $12.4 million, the acquisition of Azerty and Telpar for $12.7 million and $2.9 million, respectively and capital expenditures of $5.8 million offset by proceeds from sale of investments of $27.4 million.

Net cash provided by financing activities was $26.6 million in the nine months ended August 31, 2006 and was related to net proceeds from bank loans and lines of credit of $38.6 million primarily associated with borrowings for our Mexico operation for our long-term contract and proceeds from issuances of common stock of $8.5 million, offset by a decrease in cash overdraft of $20.5 million.

Capital Resources

Our cash and cash equivalents totaled $21.3 million and $13.6 million at August 31, 2006 and November 30, 2005, respectively.

Off-Balance Sheet Arrangements

We have a six-year revolving accounts receivable securitization program in the United States, which provides for the sale of up to $275.0 million of U.S. trade accounts receivable to two financial institutions. The program expires in August 2008. In connection with this program, substantially all of our U.S. trade accounts receivable are transferred without recourse to our wholly owned subsidiary, which, in turn, sells the accounts receivable to the financial institutions. Sales of the accounts receivable to the financial institutions under this program result in a reduction of total accounts receivable in our consolidated balance sheet. The remaining accounts receivable not sold to the financial institutions are carried at their net realizable value, including an allowance for doubtful accounts. Our effective borrowing cost under the program is the prevailing commercial paper rate of return plus 0.75% per annum. At August 31, 2006 and November 30, 2005, the amount of our accounts receivable sold to and held by the financial institutions under this accounts receivable securitization program totaled $189.1 million and $229.2 million, respectively. The program contains customary financial covenants, including, but not limited to, requiring us to maintain on a consolidated basis:

 

    a minimum net worth at the end of each fiscal quarter in each fiscal year ending on or after November 30, 2003 of not less than (i) the minimum net worth required under the arrangement for the immediately preceding fiscal year plus (ii) an amount equal to 50% of the positive net income of us and our subsidiaries on a consolidated basis for the immediately preceding fiscal year plus (iii) an amount equal to 100% of the amount of any equity raised by or capital contributed to us during the immediately preceding fiscal year;

 

    a fixed charge ratio for each rolling period from and after the closing of the arrangement of not less than 1.70 to 1.00. The fixed charge ratio is the ratio of EBITDA for the rolling period ending on such date to “fixed charges” for such period. Fixed charges means, with respect to any of our fiscal periods (a) cash interest expense during such period, plus (b) regularly scheduled payments of principal on our debt (other than debt owing under the amended arrangement, as defined) paid during such period, plus (c) the aggregate amount of all capital expenditures made by us during such period, plus (d) income tax expense during such period, plus (e) any dividend, return of capital or any other distribution in connection with our capital stock. Rolling period means as of the end of any of our fiscal quarters, the immediately preceding four fiscal quarters (including the fiscal quarter then ending); and

 

    with respect to our wholly owned subsidiary, a net worth percentage of not less than 5.0%.

We also entered into a one-year revolving accounts receivable securitization program in Canada through SYNNEX Canada Limited in November 2005, which provides for the sale of up to C$100.0 million of U.S. and Canadian trade accounts receivable to a financial institution. The program expires in November 2006. In connection with this program all of SYNNEX Canada Limited’s U.S. and Canadian trade accounts receivable will be sold to the financial institution on a fully serviced basis. Sales of the accounts receivable to the financial

 

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institution under this program result in a reduction of total accounts receivable in our consolidated balance sheet. Our effective discount rate under the program is the prevailing bankers’ acceptance rate of return or prime rate in Canada plus 0.45% per annum. At August 31, 2006 and November 30, 2005 the amount of our accounts receivable sold to and held by the financial institutions under this accounts receivable securitization program totaled $54.6 and $45.6 million, respectively. The program contains customary financial covenants, including, but not limited to, requiring us to maintain on a consolidated basis:

 

    a minimum net worth at the end of each fiscal quarter in each fiscal year ending on or after November 30, 2005 of not less than (i) the minimum net worth required under the arrangement for the immediately preceding fiscal year plus (ii) an amount equal to 50% of the positive net income of us and our subsidiaries on a consolidated basis for the immediately preceding fiscal year plus (iii) an amount equal to 100% of the amount of any equity raised by or capital contributed to us during the immediately preceding fiscal year.

We believe that available funding under our accounts receivable financing programs provides us increased flexibility to make incremental investments in strategic growth initiatives and to manage working capital requirements, and that there are sufficient trade accounts receivable to support the U.S. and Canadian financing programs. As we have in prior periods, we expect we will increase these programs if our revenue levels continue to increase. Under these programs, we continue to service the accounts receivable, and receive a service fee from the financial institutions for the U.S. financing program.

We are also obligated to provide periodic financial statements and investment reports, notices of material litigation and any other information relating to our U.S. and Canadian trade accounts receivable as requested by the financial institutions.

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 adverse change or loss of our financing capacity under these programs if the commercial paper issuer or liquidity back-up provider is not replaced. Loss of such financing capacity could have a material adverse effect on our financial condition and results of operations.

We have also issued guarantees to certain vendors and other lenders of our subsidiaries for the total amount of $150.2 million as of August 31, 2006 and $76.4 million as of November 30, 2005. The year over year increase is primarily due to guarantees issued for our Mexico operation. We are obligated under these guarantees to pay amounts due should our subsidiaries not pay valid amounts owed to their vendors or lenders. The vendor guarantees are typically less than one-year arrangements, with 30-day cancellation clauses and the lender guarantees are typically for the term of the loan agreement.

On-Balance Sheet Arrangements

We have a senior secured revolving line of credit arrangement, or the Revolver, with a group of financial institutions, which is secured by our inventory and expires in 2008. The Revolver’s maximum commitment is 40% of eligible inventory valued at the lower of cost or market, less liquidation reserve (as defined) up to a maximum borrowing of $45.0 million. Interest on borrowings under the Revolver is based on the financial institution’s prime rate or LIBOR plus 1.75%. There were no borrowings outstanding under the Revolver at August 31, 2006 or November 30, 2005.

SYNNEX Canada has a one-year revolving accounts receivable securitization program that provides for the sale of up to C$100 million of U.S. and Canadian trade accounts receivable to a financial institution. The program expires in November 2006. The effective discount rate is the prevailing bankers’ acceptance rate or prime rate in Canada plus 0.45% per annum. All of the assets sold under this securitization program do not qualify for off- balance sheet treatment. The balance outstanding at August 31, 2006 and November 30, 2005 for assets sold that did not qualify for off-balance sheet treatment was $0 and $26.4 million, respectively.

 

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In May 2006, our Mexican subsidiary, SYNNEX Mexico, signed a secured term loan agreement, or Term Loan, with Deutsche Bank Mexico, S.A. as administrative agent, Bank of America Mexico, S.A. as a lender and certain other lenders who may become parties to the Term Loan, or collectively, the Lenders. The interest rate for any unpaid principal amount is the Equilibrium Interbank Interest Rate, plus 2.00% per annum. The final maturity date for repayment of any unpaid principal is November 24, 2009. The amount outstanding, under the term loan as of August 31, 2006 was MXP 720 million. The Term Loan contains customary financial covenants.

In connection with this program, we issued a guarantee of SYNNEX Mexico’s performance of its obligations.

We have other lines of credit and revolving facilities with financial institutions, which provide for borrowing capacity aggregating approximately $10.5 and $9.5 million at August 31, 2006 and November 30, 2005, respectively. At August 31, 2006 and November 30, 2005, we had borrowings of $1.3 and $1.8 million, respectively, outstanding under these facilities.

Our various term loans, short-term borrowings and mortgages with financial institutions total approximately $67.3 and $1.5 million at August 31, 2006 and November 30, 2005, respectively. The expiration dates of these facilities range from 2006 to 2010. Future principal payments due under these term loans and mortgages, and payments due under our operating lease arrangements after August 31, 2006 are as follows (in thousands):

 

     Payments Due By Period
     Total    Less than
1 Year
   1 - 3
Years
   3 - 5
Years
   > 5
Years
Contractual Obligations               

Principal debt payments

   $ 67,304    $ 19,833    $ 39,666    $ 7,805    $ —  

Interest on debt

     10,975      5,562      5,163      250      —  

Non-cancelable operating leases

     60,092      11,274      21,196      16,743      10,879
                                  

Total

   $ 138,371    $ 36,669    $ 66,025    $ 24,798    $ 10,879
                                  

We are in compliance with all covenants or other requirements set forth in our accounts receivable financing programs and credit agreements discussed above.

Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”). SFAS No. 154 replaces APB Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The Company does not expect the adoption of SFAS No. 154 on December 1, 2006 to have any material impact on its consolidated financial statements.

In November 2005, the FASB issued FSP FAS No. 115-1 and FAS No. 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP 115-1 and 124-1”), which clarify when an investment is considered impaired, whether the impairment is other-than-temporary, and the measurement of an impairment loss. They also include accounting considerations subsequent to the recognition of an other-than-temporary impairment and require certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP 115-1 and 124-1 are effective for all reporting periods beginning after December 15, 2005. At August 31, 2006, the Company had no unrealized investment losses that had not been recognized as other-than-temporary impairments in its available-for-sale securities. The Company does not anticipate that the implementation of these statements will have a significant impact on its financial position or results of operations.

 

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In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes an interpretation of SFAS No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The interpretation is effective for the fiscal years beginning after December 15, 2006. FIN 48 will be applicable to the Company for the fiscal year beginning December 1, 2007. The Company is currently in the process of assessing the impact of FIN 48 on its consolidated financial position and results of operations.

In June 2006, Emerging Issues Task Force (“EITF”) issued consensus on Issue No. 06-03, “How Taxes Collected from Customers and Remitted to Government Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)” (“EITF No. 06-03”). The Company is required to adopt the provisions of EITF No. 06-03 with the fiscal year beginning December 1, 2007. The Company does not expect the provisions of EITF No. 06-03 to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our quantitative and qualitative disclosures about market risk for the three and nine-month period ended August 31, 2006 from our Annual Report on Form 10-K for the year ended November 30, 2005. For further discussion of quantitative and qualitative disclosures about market risk, reference is made to our Annual Report on Form 10-K for the year then ended.

ITEM 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in internal control over financial reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with management’s evaluation during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

ITEM 1A Risk Factors

Risks Related to Our Business

We anticipate that our revenue and operating results will fluctuate, which could adversely affect the price of our common stock.

Our operating results have fluctuated and will fluctuate in the future as a result of many factors, including:

 

    general economic conditions and level of IT spending;

 

    the loss or consolidation of one or more of our significant OEM suppliers or customers;

 

    market acceptance, product mix and life of the products we assemble and distribute;

 

    competitive conditions in our industry that impact our margins;

 

    pricing, margin and other terms with our OEM suppliers; and

 

    variations in our levels of excess inventory and doubtful accounts, and changes in the terms of OEM supplier-sponsored programs, such as price protection and return rights.

Although we attempt to control our expense levels, these levels are based, in part, on anticipated revenue. Therefore, we may not be able to control spending in a timely manner to compensate for any unexpected revenue shortfall.

Our operating results also are affected by the seasonality of the IT products industry. We have historically experienced higher sales in our fourth fiscal quarter due to patterns in the capital budgeting, federal government spending and purchasing cycles of end-users. These patterns may not be repeated in subsequent periods.

You should not rely on period-to-period comparisons of our operating results as an indication of future performance. The results of any quarterly period are not indicative of results to be expected for a full fiscal year. In future quarters, our operating results may be below our expectations or those of our public market analysts or investors, which would likely cause our share price to decline. For example, in March 2005, we announced that our revenue and net income for the three months ended February 28, 2005 would be lower than our previously released guidance and, as a result, our share price subsequently declined substantially.

We depend on a small number of OEMs to supply the IT products that we sell and the loss of, or a material change in, our business relationship with a major OEM supplier could adversely affect our business, financial position and operating results.

Our future success is highly dependent on our relationships with a small number of OEM suppliers. Sales of HP products represented approximately 26% of our total revenue in the nine months ended August 31, 2006 and approximately 28% of our total revenue in the nine months ended August 31, 2005. Our OEM supplier agreements typically are short-term and may be terminated without cause upon short notice. For example, our agreement with HP will expire on May 31, 2007. The loss or deterioration of our relationships with a major OEM supplier, the authorization by OEM suppliers of additional distributors, the sale of products by OEM suppliers directly to our reseller customers and end-users, or our failure to establish relationships with new OEM suppliers or to expand the distribution and supply chain services that we provide OEM suppliers could adversely affect our business, financial position and operating results. In addition, OEM suppliers may face liquidity or solvency issues that in turn could negatively affect our business and operating results.

Our business is also highly dependent on the terms provided by our OEM suppliers. Generally, each OEM supplier has the ability to change the terms and conditions of its sales agreements, such as reducing the amount of

 

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price protection and return rights or reducing the level of purchase discounts, rebates and marketing programs available to us. From time to time we may conduct business with a supplier without a formal agreement because the agreement has expired or otherwise. In such case, we are subject to additional risk with respect to products, warranties and returns, and other terms and conditions. If we are unable to pass the impact of these changes through to our reseller customers, our business, financial position and operating results could be adversely affected.

Our gross margins are low, which magnifies the impact of variations in revenue, operating costs and bad debt on our operating results.

As a result of significant price competition in the IT products industry, our gross margins are low, and we expect them to continue to be low in the future. Increased competition arising from industry consolidation and low demand for certain IT products may hinder our ability to maintain or improve our gross margins. These low gross margins magnify the impact of variations in revenue, operating costs and bad debt on our operating results. A portion of our operating expenses is relatively fixed, and planned expenditures are based in part on anticipated orders that are forecasted with limited visibility of future demand. As a result, we may not be able to reduce our operating expenses as a percentage of revenue to mitigate any further reductions in gross margins in the future. If we cannot proportionately decrease our cost structure in response to competitive price pressures, our business and operating results could suffer.

We also receive purchase discounts and rebates from OEM suppliers based on various factors, including sales or purchase volume and breadth of customers. A decrease in net sales could negatively affect the level of volume rebates received from our OEM suppliers and thus, our gross margins. Because some rebates from OEM suppliers are based on percentage increases in sales of products, it may become more difficult for us to achieve the percentage growth in sales required for larger discounts due to the current size of our revenue base. A decrease or elimination of purchase discounts and rebates from our OEM suppliers would adversely affect our business and operating results.

Because we sell on a purchase order basis, we are subject to uncertainties and variability in demand by our reseller and contract assembly customers, which could decrease revenue and adversely affect our operating results.

We sell to our reseller and contract assembly customers on a purchase order basis rather than pursuant to long-term contracts or contracts with minimum purchase requirements. Consequently, our sales are subject to demand variability by our reseller and contract assembly customers. The level and timing of orders placed by our reseller and contract assembly customers vary for a variety of reasons, including seasonal buying by end-users, the introduction of new hardware and software technologies and general economic conditions. Customers submitting a purchase order may cancel, reduce or delay their orders. If we are unable to anticipate and respond to the demands of our reseller and contract assembly customers, we may lose customers because we have an inadequate supply of products, or we may have excess inventory, either of which may harm our business, financial position and operating results.

We are subject to the risk that our inventory value may decline, and protective terms under our OEM supplier agreements may not adequately cover the decline in value, which in turn may harm our business, financial position and operating results.

The IT products industry is subject to rapid technological change, new and enhanced product specification requirements, and evolving industry standards. These changes may cause inventory on hand to decline substantially in value or to rapidly become obsolete. Most of our OEM suppliers offer limited protection from the loss in value of inventory. For example, we can receive a credit from many OEM suppliers for products held in inventory in the event of a supplier price reduction. In addition, we have a limited right to return a certain percentage of purchases to most OEM suppliers. These policies are subject to time restrictions and do not protect us in all cases from declines in inventory value. In addition, our OEM suppliers may become unable or unwilling to fulfill their protection obligations to us. The decrease or elimination of price protection or the inability of our

 

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OEM suppliers to fulfill their protection obligations could lower our gross margins and cause us to record inventory write-downs. If we are unable to manage our inventory with our OEM suppliers with a high degree of precision, we may have insufficient product supplies or we may have excess inventory, resulting in inventory write downs, either of which may harm our business, financial position and operating results.

We depend on OEM suppliers to maintain an adequate supply of products to fulfill customer orders on a timely basis, and any supply shortages or delays could cause us to be unable to timely fulfill orders, which in turn could harm our business, financial position and operating results.

Our ability to obtain particular products in the required quantities and to fulfill reseller customer orders on a timely basis is critical to our success. In most cases, we have no guaranteed price or delivery agreements with our OEM suppliers. We occasionally experience a supply shortage of certain products as a result of strong demand or problems experienced by our OEM suppliers. If shortages or delays persist, the price of those products may increase, or the products may not be available at all. In addition, our OEM suppliers may decide to distribute, or to substantially increase their existing distribution business, through other distributors, their own dealer networks, or directly to resellers. Accordingly, if we are not able to secure and maintain an adequate supply of products to fulfill our reseller customer orders on a timely basis, our business, financial position and operating results may be adversely affected.

We may suffer adverse consequences from changing interest rates.

The majority of our borrowings and off-balance sheet arrangements are variable rate obligations that could expose us to interest rate risks. At August 31, 2006, we had approximately $312 million in such variable rate obligations. If interest rates increase, our interest expense would increase, which would negatively affect our net income. Additionally, increasing interest rates may increase our future borrowing costs and restrict our access to capital.

A portion of our revenue is financed by floor plan financing companies and any termination or reduction in these financing arrangements could increase our financing costs and harm our business and operating results.

A portion of our distribution revenue is financed by floor plan financing companies. Floor plan financing companies are engaged by our customers to finance, or “floor,” the purchase of products from us. In exchange for a fee, we transfer the risk of loss on the sale of our products to the floor plan companies. We currently receive payment from these financing companies within approximately 15 to 30 business days from the date of the sale, which allows our business to operate at much lower relative working capital levels than if such programs were not available. If these floor plan arrangements are terminated or substantially reduced, the need for more working capital and the increased financing cost could harm our business and operating results. We have not experienced any termination or significant reduction in floor plan arrangements in the past.

We have significant credit exposure to our reseller customers, and negative trends in their businesses could cause us significant credit loss and negatively impact our cash flow and liquidity position.

We extend credit to our reseller customers for a significant portion of our sales to them. Resellers have a period of time, generally 30 days after the date of invoice, to make payment. As a result, we are subject to the risk that our reseller customers will not pay for the products they purchase. For example, our Mexico subsidiary has entered into a contract with a Mexico reseller customer, which involves extended payment terms and could expose us to additional collection risks. In addition, in the three months ended May 31, 2006, we recorded a bad debt provision of approximately $1.5 million due to an increase in collection risk of one of our customers. Our credit exposure risk may increase due to liquidity or solvency issues experienced by our resellers as a result of an economic downturn or a decrease in IT spending by end-users. If we are unable to collect payment for products we ship to our reseller customers or if our reseller customers are unable to timely pay for the products we ship to them, it will be more difficult or costly to utilize receivable-based financing, which could negatively impact our cash flow and liquidity position.

 

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We experienced theft of product from our warehouses and future thefts could harm our operating results.

From time to time we have experienced incidents of theft at various facilities. In fiscal 2003 and fiscal 2005 we experienced theft as a result of break-ins at four of our warehouses in which approximately $12.9 million of inventory was stolen. Based on our investigation, discussions with local law enforcement and meetings with federal authorities, we believe the thefts at our warehouses were part of an organized crime effort that targeted a number of technology equipment warehouses throughout the United States.

As a result of the losses in 2003, we reduced our inventory value by $9.4 million, and recorded estimated proceeds, net of deductibles as a receivable from our insurance company, included within “other current assets” on our balance sheet as of November 30, 2003. In January 2004 we received a final settlement from our insurance company that amounted to substantially all of the receivables recorded as of November 30, 2003.

In March 2005 approximately $4.0 million of inventory was stolen from our facility in the City of Industry, California. We subsequently recovered approximately $0.5 million through law enforcement and federal authorities. We filed a claim with our insurance provider for the amount of the loss, less a small deductible. We have received substantially all of the claimed amount.

These types of incidents may make it more difficult or expensive for us to obtain theft coverage in the future. In the future, incidents of theft may re-occur for which we may not be fully insured.

A significant portion of our contract assembly revenue comes from a single customer, and any decrease in sales from this customer could adversely affect our revenue.

Our revenues from contract assembly fluctuate due to product life cycles, product acceptance, pricing pressures and product demand from our customers. Sun Microsystems accounted for approximately $378 million or 95% of our contract assembly revenue in the nine months ended August 31, 2006 and approximately $366.4 million or 93% in the nine months ended August 31, 2005. Our contract assembly business will remain dependent on our relationship with Sun Microsystems in the foreseeable future, subjecting us to risks with respect to the success and life cycle of Sun Microsystems products we assemble and the pricing terms we negotiate with Sun Microsystems and our suppliers. Accordingly, if we are unable to assemble new and successful products for Sun Microsystems on appropriate pricing terms, our business and operating results would be adversely affected.

The future success of our relationship with Sun Microsystems also depends on MiTAC International continuing to work with us to service Sun Microsystems’ requirements at an appropriate cost. We rely on MiTAC International to manufacture and supply subassemblies and components for the computer systems we assemble for Sun Microsystems. As MiTAC International’s ownership interest in us decreases, MiTAC International’s interest in the success of our business and operations may decrease as well. If we are unable to maintain our relationship and appropriate pricing terms with MiTAC International, our relationship with Sun Microsystems could suffer, which in turn could harm our business, financial position and operating results. In addition, if we were unable to obtain assembly contracts for new and successful products our business and operating results would suffer.

We have pursued and intend to continue to pursue strategic acquisitions or investments in new markets and may encounter risks associated with these activities, which could harm our business and operating results.

We have in the past pursued and in the future expect to pursue acquisitions of, or investments in, businesses and assets in new markets, either within or outside the IT products industry, that complement or expand our existing business. Our acquisition strategy involves a number of risks, including:

 

    difficulty in successfully integrating acquired operations, IT systems, customers, OEM supplier and partner relationships, products and businesses with our operations;

 

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    loss of key employees of acquired operations or inability to hire key employees necessary for our expansion;

 

    diversion of our capital and management attention away from other business issues;

 

    an increase in our expenses and working capital requirements;

 

    in the case of acquisitions that we may make outside of the United States, difficulty in operating in foreign countries and over significant geographical distances; and

 

    other financial risks, such as potential liabilities of the businesses we acquire.

Our growth may be limited and our competitive position may be harmed if we are unable to identify, finance and complete future acquisitions. We believe that further expansion may be a prerequisite to our long-term success as some of our competitors in the IT product distribution industry have larger international operations, higher revenues and greater financial resources than us. We have incurred costs and encountered difficulties in the past in connection with our acquisitions and investments. For example, our operating margins were initially adversely affected as a result of our acquisition of Merisel Canada Inc. and we have written off substantial investments in the past, one of which was eManage.com, Inc. Also, our acquisition of EMJ, caused an initial negative effect on our operating margins as we integrated EMJ’s systems, operations and personnel. Future acquisitions may result in dilutive issuances of equity securities, the incurrence of additional debt, large write-offs, a decrease in future profitability, or future losses. The incurrence of debt in connection with any future acquisitions could restrict our ability to obtain working capital or other financing necessary to operate our business. Our recent and future acquisitions or investments may not be successful, and if we fail to realize the anticipated benefits of these acquisitions or investments, our business and operating results could be harmed.

We are dependent on a variety of IT and telecommunications systems, and any failure of these systems could adversely impact our business and operating results.

We depend on IT and telecommunications systems for our operations. These systems support a variety of functions, including inventory management, order processing, shipping, shipment tracking and billing.

Failures or significant downtime of our IT or telecommunications systems could prevent us from taking customer orders, printing product pick-lists, shipping products or billing customers. Sales also may be affected if our reseller customers are unable to access our price and product availability information. We also rely on the Internet, and in particular electronic data interchange, or EDI, for a large portion of our orders and information exchanges with our OEM suppliers and reseller customers. The Internet and individual web sites have experienced a number of disruptions and slowdowns, some of which were caused by organized attacks. In addition, some web sites have experienced security breakdowns. If we were to experience a security breakdown, disruption or breach that compromised sensitive information, it could harm our relationship with our OEM suppliers or reseller customers. Disruption of our web site or the Internet in general could impair our order processing or more generally prevent our OEM suppliers or reseller customers from accessing information. The occurrence of any of these events could have an adverse effect on our business and operating results.

We rely on independent shipping companies for delivery of products, and price increases or service interruptions from these carriers could adversely affect our business and operating results.

We rely almost entirely on arrangements with independent shipping companies, such as FedEx and UPS, for the delivery of our products from OEM suppliers and delivery of products to reseller customers. Freight and shipping charges can have a significant impact on our gross margin. As a result, an increase in freight surcharges due to rising fuel cost or general price increases will have an immediate adverse effect on our margins, unless we are able to pass the increased charges to our reseller customers or renegotiate terms with our OEM suppliers. In addition, in the past, UPS has experienced work stoppages due to labor negotiations with management. The termination of our arrangements with one or more of these independent shipping companies, the failure or inability of one or more of these independent shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have an adverse effect on our business and operating results.

 

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Because we conduct substantial operations in China, risks associated with economic, political and social events in China could negatively affect our business and operating results.

A substantial portion of our IT systems operations, including our IT systems support and software development operations, is located in China. In addition, we also conduct general and administrative activities from our facility in China. As of August 31, 2006, we had 518 personnel located in China. We expect to increase our operations in China in the future. Our operations in China are subject to a number of risks relating to China’s economic and political systems, including:

 

    a government controlled foreign exchange rate and limitations on the convertibility of the Chinese renminbi;

 

    extensive government regulation;

 

    changing governmental policies relating to tax benefits available to foreign-owned businesses;

 

    the telecommunications infrastructure;

 

    a relatively uncertain legal system; and

 

    uncertainties related to continued economic and social reform.

In addition, external events in Asia, such as the 2003 outbreak of severe acute respiratory syndrome, or SARS, and heightened political tensions in this region may adversely affect our business by disrupting the IT supply chain, restricting travel or interfering with the electronic and communications infrastructure.

Our IT systems are an important part of our global operations. Any significant interruption in service, whether resulting from any of the above uncertainties, natural disasters or otherwise, could result in delays in our inventory purchasing, errors in order fulfillment, reduced levels of customer service and other disruptions in operations, any of which could cause our business and operating results to suffer.

Changes in foreign exchange rates and limitations on the convertibility of foreign currencies could adversely affect our business and operating results.

In the nine months ended August 31, 2006 and 2005, approximately 21% and 20%, respectively, of our total revenue was generated outside the United States. Most of our international revenue, cost of revenue and operating expenses are denominated in foreign currencies. We presently have currency exposure arising from both sales and purchases denominated in foreign currencies. Changes in exchange rates between foreign currencies and the U.S. dollar may adversely affect our operating margins. For example, if these foreign currencies appreciate against the U.S. dollar, it will make it more expensive in terms of U.S. dollars to purchase inventory or pay expenses with foreign currencies. This could have a negative impact to us if revenue related to these purchases are transacted in U.S. dollars. In addition, currency devaluation can result in a loss to us if we hold deposits of that currency as well as make our products, which are usually purchased by us with U.S. dollars, relatively more expensive than products manufactured locally. We currently conduct only limited hedging activities, which involve the use of currency forward contracts. Hedging foreign currencies can be risky. For example, in fiscal 2003 we incurred $3.7 million of foreign currency transaction losses as a result of purchases of forward contracts not conducted within our normal hedging practices and procedures, combined with a weakening U.S. dollar. There is also additional risk if the currency is not freely or actively traded. Some currencies, such as the Chinese Renminbi, are subject to limitations on conversion into other currencies, which can limit our ability to hedge or to otherwise react to rapid foreign currency devaluations. We cannot predict the impact of future exchange rate fluctuations on our business and operating results.

Because of the experience of our key personnel in the IT products industry and their technological expertise, if we were to lose any of our key personnel, it could inhibit our ability to operate and grow our business successfully.

We operate in the highly competitive IT products industry. We are dependent in large part on our ability to retain the services of our key senior executives and other technical experts and personnel. Our employees and

 

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executives do not have employment agreements. Furthermore, we do not carry “key person” insurance coverage for any of our key executives. We compete for qualified senior management and technical personnel. The loss of, or inability to hire, key executives or qualified employees could inhibit our ability to operate and grow our business successfully.

We may become involved in intellectual property or other disputes that could cause us to incur substantial costs, divert the efforts of our management, and require us to pay substantial damages or require us to obtain a license, which may not be available on commercially reasonable terms, if at all.

We may from time to time receive notifications alleging infringements of intellectual property rights allegedly held by others relating to our business or the products we sell or assemble for our OEM suppliers and others. Litigation with respect to patents or other intellectual property matters could result in substantial costs and diversion of management and other resources and could have an adverse effect on our business. Although we generally have various levels of indemnification protection from our OEM suppliers and contract assembly customers, in many cases any indemnification to which we may be entitled is subject to maximum limits or other restrictions. In addition, we have developed proprietary IT systems that play an important role in our business. If any infringement claim is successful against us and if indemnification is not available or sufficient, we may be required to pay substantial damages or we may need to seek and obtain a license of the other party’s intellectual property rights. We may be unable to obtain such a license on commercially reasonable terms, if at all.

We are from time to time involved in other litigation in the ordinary course of business. For example, we are currently defending a trademark infringement action and a civil matter involving third party investors in eManage.com, Inc. We may not be successful in defending these or other claims. Regardless of the outcome, litigation could result in substantial expense and could divert the efforts of our management.

Because of the capital-intensive nature of our business, we need continued access to capital, which, if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business.

Our business requires significant levels of capital to finance accounts receivable and product inventory that is not financed by trade creditors. If cash from available sources is insufficient, proceeds from our accounts receivable securitization program are limited or cash is used for unanticipated needs, we may require additional capital sooner than anticipated. In the event we are required, or elect, to raise additional funds, we may be unable to do so on favorable terms, or at all. Our current and future indebtedness could adversely affect our operating results and severely limit our ability to plan for, or react to, changes in our business or industry. We could also be limited by financial and other restrictive covenants in any credit arrangements, including limitations on our borrowing of additional funds and issuing dividends. Furthermore, the cost of debt financing has increased recently and could significantly increase in the future, making it cost prohibitive to borrow, which could force us to issue new equity securities.

If we issue new equity securities, existing stockholders may experience additional dilution, or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock. If we cannot raise funds on acceptable terms, we may not be able to take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. Any inability to raise additional capital when required could have an adverse effect on our business and operating results.

The terms of our indebtedness agreements impose significant restrictions on our ability to operate which in turn may negatively affect our ability to respond to business and market conditions and therefore have an adverse effect on our business and operating results.

As of August 31, 2006, we had approximately $68.6 million in outstanding short and long-term borrowings under term loans and lines of credit, excluding trade payables. As of August 31, 2006, approximately $243.7 million

 

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of our accounts receivable were sold to and held by several financial institutions under our accounts receivable securitization programs. The terms of our current indebtedness agreements restrict, among other things, our ability to:

 

    incur additional indebtedness;

 

    pay dividends or make certain other restricted payments;

 

    consummate certain asset sales or acquisitions;

 

    enter into certain transactions with affiliates; and

 

    merge, consolidate or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets.

We are also required to maintain specified financial ratios and satisfy certain financial condition tests, including minimum net worth and fixed charge coverage ratio as outlined in our senior secured revolving line of credit arrangement. We may be unable to meet these ratios and tests, which could result in the acceleration of the repayment of the related debt, the termination of the facility or the increase in our effective cost of funds. As a result, our ability to operate may be restricted and our ability to respond to business and market conditions limited, which could have an adverse effect on our business and operating results.

We have significant operations concentrated in Northern California, South Carolina, Toronto and Beijing and any disruption in the operations of our facilities could harm our business and operating results.

Our worldwide operations could be subject to natural disasters and other business disruptions, which could seriously harm our revenue and financial condition and increase our costs and expenses. We have significant operations in our facilities located in Fremont, California, Greenville, South Carolina, Toronto, Canada and Beijing, China. As a result, any prolonged disruption in the operations of our facilities, whether due to technical difficulties, power failures, break-ins, destruction or damage to the facilities as a result of a natural disaster, fire or any other reason, could harm our operating results. We currently do not have a formal disaster recovery plan and may not have sufficient business interruption insurance to compensate for losses that could occur.

Global health, economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.

External factors such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics such as SARS and other similar outbreaks in many parts of the world could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price. For example, increased instability may adversely impact the desire of employees and customers to travel, the reliability and cost of transportation, our ability to obtain adequate insurance at reasonable rates or require us to incur increased costs for security measures for our domestic and international operations. These uncertainties make it difficult for us and our customers to accurately plan future business activities. More generally, these geopolitical social and economic conditions could result in increased volatility in the United States and worldwide financial markets and economy. We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war.

Part of our business is conducted outside of the United States, exposing us to additional risks that may not exist in the United States, which in turn could cause our business and operating results to suffer.

We have international operations in Canada, China, Mexico and the United Kingdom. In the nine months ended August 31, 2006 and 2005, approximately 21% and 20%, respectively, of our total revenue was generated outside the United States. In the nine months ended August 31, 2006 and 2005, approximately 17% and 15%, respectively, of our total revenue was generated in Canada. No other country or region accounted for more than 10% of our total revenue. Our international operations are subject to risks, including:

 

    political or economic instability;

 

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    changes in governmental regulation;

 

    changes in import/export duties;

 

    trade restrictions;

 

    difficulties and costs of staffing and managing operations in certain foreign countries;

 

    work stoppages or other changes in labor conditions;

 

    difficulties in collecting of accounts receivables on a timely basis or at all;

 

    taxes; and

 

    seasonal reductions in business activity in some parts of the world.

We may continue to expand internationally to respond to competitive pressure and customer and market requirements. Establishing operations in any other foreign country or region presents risks such as those described above as well as risks specific to the particular country or region. In addition, until a payment history is established over time with customers in a new geography or region, the likelihood of collecting receivables generated by such operations could be less than our expectations. As a result, there is a greater risk that reserves set with respect to the collection of such receivables may be inadequate. In addition, our Mexico subsidiary has entered into a contract with a Mexico reseller customer, which involves extended payment terms and could expose us to additional collection risks. Further, if our international expansion efforts in any foreign country are unsuccessful, we may decide to cease operations, which would likely cause us to incur similar additional expenses and loss.

In addition, changes in policies or laws of the United States or foreign governments resulting in, among other things, higher taxation, currency conversion limitations, restrictions on fund transfers or the expropriation of private enterprises, could reduce the anticipated benefits of our international expansion. Furthermore, any actions by countries in which we conduct business to reverse policies that encourage foreign trade or investment could adversely affect our business. If we fail to realize the anticipated revenue growth of our future international operations, our business and operating results could suffer.

Risks Related to Our Relationship with MiTAC International

We rely on MiTAC International for certain manufacturing and assembly services and the loss of these services would require us to seek alternate providers that may charge us more for their services.

We rely on MiTAC International to manufacture and supply subassemblies and components for some of our contract assembly customers, including Sun Microsystems, our primary contract assembly customer, and our reliance on MiTAC International may increase in the future. Our relationship with MiTAC International has been informal and is not governed by long-term commitments or arrangements with respect to pricing terms, revenue or capacity commitments. Accordingly, we negotiate manufacturing and pricing terms on a project-by-project basis, based on manufacturing services rendered by MiTAC International or us. As MiTAC’s ownership interest in us decreases, MiTAC’s interest in the success of our business and operations may decrease as well. In the event MiTAC International no longer provides such services and components to us, we would need to find an alternative source for these services and components. We may be unable to obtain alternative services and components on similar terms, which may in turn increase our manufacturing costs. In addition, we may not find manufacturers with sufficient capacity, which may in turn lead to shortages in our product supplies. Increased costs and products shortages could harm our business and operating results.

Our business relationship with MiTAC International has been and will continue to be negotiated as related parties and therefore may not be the result of arms’-length negotiations between independent parties. Our relationship, including pricing and other material terms with our shared customers or with MiTAC International, may or may not be as advantageous to us as the terms we could have negotiated with unaffiliated third parties.

 

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We have a joint sales and marketing agreement with MiTAC International, pursuant to which both parties agree to use their commercially reasonable efforts to promote the other party’s service offerings to their respective customers who are interested in such product offerings. To date, there has not been a significant amount of sales attributable to the joint marketing agreement. This agreement does not provide for the terms upon which we negotiate manufacturing and pricing terms. These negotiations have been on a case-by-case basis. The agreement had an initial term of one year and will automatically renew for subsequent one-year terms unless either party provides written notice of non-renewal within 90 days of the end of any renewal term. The agreement may also be terminated without cause either by the mutual written agreement of both parties or by either party without cause upon 90 days prior written notice of termination to the other party. Either party may immediately terminate the agreement by providing written notice (a) of the other party’s material breach of any provision of the agreement and failure to cure within 30 days, or (b) if the other party becomes bankrupt or insolvent. In addition, we are party to a general agreement with MiTAC International and Sun Microsystems under which we work with MiTAC International to provide contract assembly services to Sun Microsystems.

Some of our customer relationships evolved from relationships between such customers and MiTAC International and the loss of such relationships could harm our business and operating results.

Our relationship with Sun Microsystems and some of our other customers evolved from customer relationships that were initiated by MiTAC International. Our relationship with Sun Microsystems is a joint relationship with MiTAC International and us, and the future success of our relationship with Sun Microsystems depends on MiTAC International continuing to work with us to service Sun Microsystems’ requirements. The original agreement between Sun Microsystems and MiTAC International was signed on August 28, 1999 and we became a party to the agreement on February 12, 2002. Substantially all of our contract assembly services to Sun Microsystems are covered by the general agreement. The agreement continues indefinitely until terminated in accordance with its terms. Sun Microsystems may terminate this agreement for any reason on 60 days written notice. Any party may terminate the agreement with written notice if one of the other parties materially breaches any provision of the agreement and the breach is incapable of being cured or is not cured within 30 days. The agreement may also be terminated on written notice if one of the other parties becomes bankrupt or insolvent. If we are unable to maintain our relationship with MiTAC International, our relationship with Sun Microsystems could suffer and we could lose other customer relationships or referrals, which in turn could harm our business, financial position and operating results.

There could be potential conflicts of interest between us and affiliates of MiTAC International, which could impact our business and operating results.

MiTAC International’s and its affiliates’ continuing beneficial ownership of our common stock could create conflicts of interest with respect to a variety of matters, such as potential acquisitions, competition, issuance or disposition of securities, election of directors, payment of dividends and other business matters. Similar risks could exist as a result of Matthew Miau’s positions as our Chairman, the Chairman of MiTAC International and as a director or officer of MiTAC International’s affiliated companies. For fiscal year 2006, Mr. Miau will receive a retainer of $225,000 from us. Compensation payable to Mr. Miau is based upon the approval of the Compensation Committee. We also have adopted a policy requiring material transactions in which any of our directors has a potential conflict of interest to be approved by our Audit Committee, which is composed of disinterested members of the Board.

Synnex Technology International Corp., or Synnex Technology International, a publicly traded company based in Taiwan and affiliated with MiTAC International, currently provides distribution and fulfillment services to various markets in Asia and Australia, and is also a potential competitor of ours. Mitac Incorporated, a privately held company based in Taiwan and a separate entity from MiTAC International, directly and indirectly owns approximately 8.5% of Synnex Technology International and approximately 15.2% of MiTAC International. MiTAC International directly and indirectly owns 0.3% of Synnex Technology International and Synnex Technology International directly and indirectly owns approximately 0.4% of MiTAC International. In

 

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addition, MiTAC International directly and indirectly owns approximately 8.8% of Mitac Incorporated and Synnex Technology International directly and indirectly owns approximately 14.2% of Mitac Incorporated. Synnex Technology International indirectly through its ownership of Peer Developments Limited owns approximately 17.5% of our outstanding common stock. Neither MiTAC International nor Synnex Technology International is restricted from competing with us. In the future, we may increasingly compete with Synnex Technology International, particularly if our business in Asia expands or Synnex Technology International expands its business into geographies or customers we serve. Although Synnex Technology International is a separate entity from us, it is possible that there will be confusion as a result of the similarity of our names. Moreover, we cannot limit or control the use of the Synnex name by Synnex Technology International or MiTAC International, and our use of the Synnex name may be restricted as a result of registration of the name by Synnex Technology International or the prior use in jurisdictions where they currently operate.

As of August 31, 2006, our executive officers, directors and principal stockholders owned approximately 51% of our common stock and this concentration of ownership allows them to control all matters requiring stockholder approval and could delay or prevent a change in control of SYNNEX.

As of August 31, 2006, our executive officers, directors and principal stockholders owned approximately 51% of our outstanding common stock. In particular, MiTAC International Corporation, SYNNEX Technology International and UPC Technology Corporation are related entities, owned approximately 50% of our common stock.

MiTAC International Corporation, SYNNEX Technology International and UPC Technology Corporation own a controlling interest in us as of August 31, 2006. As a result, above three companies will be able to control the outcome of matters submitted to the stockholders including any acquisition or sale of us. In addition, MiTAC International’s interests and ours may increasingly conflict. For example, we rely on MiTAC International for certain manufacturing and supply services and for relationships with certain key customers. As a result of a decrease in their ownership in us, we may lose these services and relationships, which may lead to increased costs to replace the lost services and the loss of certain key customers. We cannot predict the likelihood that we may incur increased costs or lose customers if MiTAC International’s ownership percentage of us decreases in the future.

Risks Related to Our Industry

Volatility in the IT industry could have a material adverse effect on our business and operating results.

The IT industry in which we operate has experienced decreases in demand. Softening demand for our products and services caused by an ongoing economic downturn and over-capacity were responsible, in part, for a decline in our revenue in fiscal 2001, as well as problems with the saleability of inventory and collection of reseller customer receivables.

The North American economy and market conditions continue to be challenging in the IT industry. As a result, individuals and companies may delay or reduce expenditures, including those for IT products. While in the past we may have benefited from the consolidation in our industry resulting from the slowdown, further delays or reductions in IT spending in particular, and economic weakness generally, could have an adverse effect on our business and operating results.

Our distribution business may be adversely affected by some OEM suppliers’ strategies to increase their direct sales, which in turn could cause our business and operating results to suffer.

Consolidation of OEM suppliers has resulted in fewer sources for some of the products that we distribute. This consolidation has also resulted in larger OEM suppliers that have significant operating and financial resources. Some OEM suppliers, including some of the leading OEM suppliers that we service, have been selling

 

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a greater volume of products directly to end-users, thereby limiting our business opportunities. If large OEM suppliers continue the trend to sell directly to our resellers, rather than use us as the distributor of their products, our business and operating results will suffer.

OEMs are limiting the number of supply chain service providers with which they do business, which in turn could negatively impact our business and operating results.

Currently, there is a trend towards reducing the number of authorized distributors used by OEM suppliers. As a smaller market participant in the IT product distribution and contract assembly industries, than some of our competitors, we may be more susceptible to loss of business from further reductions of authorized distributors or contract assemblers by IT product OEMs. For example, the termination of Sun Microsystems’ contract assembly business with us would have a significant negative effect on our revenue and operating results. A determination by any of our primary OEMs to consolidate their business with other distributors or contract assemblers would negatively affect our business and operating results.

The IT industry is subject to rapidly changing technologies and process developments, and we may not be able to adequately adjust our business to these changes, which in turn would harm our business and operating results.

Dynamic changes in the IT industry, including the consolidation of OEM suppliers and reductions in the number of authorized distributors used by OEM suppliers, have resulted in new and increased responsibilities for management personnel and have placed, and continue to place, a significant strain upon our management, operating and financial systems and other resources. We may be unable to successfully respond to and manage our business in light of industry developments and trends. Also crucial to our success in managing our operations will be our ability to achieve additional economies of scale. Our failure to achieve these additional economies of scale or to respond to changes in the IT industry could adversely affect our business and operating results.

We are subject to intense competition in the IT industry, both in the United States and internationally, and if we fail to compete successfully, we will be unable to gain or retain market share.

We operate in a highly competitive environment, both in the United States and internationally. The IT product distribution and contract assembly industries are characterized by intense competition, based primarily on product availability, credit availability, price, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines, pre-sale and post-sale technical support, flexibility and timely response to design changes, technological capabilities, service and support. We compete with a variety of regional, national and international IT product distributors and contract manufacturers and assemblers. In some instances, we also compete with our own customers, our own OEM suppliers and MiTAC International.

Our primary competitors are substantially larger and have greater financial, operating, manufacturing and marketing resources than us. Some of our competitors may have broader geographic breadth and range of services than us and may have more developed relationships with their existing customers. We may lose market share in the United States or in international markets, or may be forced in the future to reduce our prices in response to the actions of our competitors and thereby experience a reduction in our gross margins.

We may initiate other business activities, including the broadening of our supply chain capabilities, and may face competition from companies with more experience in those new areas. In addition, as we enter new areas of business, we may also encounter increased competition from current competitors or from new competitors, including some who may once have been our OEM suppliers or reseller customers. Increased competition and negative reaction from our OEM suppliers or reseller customers resulting from our expansion into new business areas may harm our business and operating results.

 

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Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission, or SEC, regulations and New York Stock Exchange rules, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, our ongoing efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our management’s required assessment of our internal control over financial reporting and our independent registered public accounting firm’s attestation of that assessment has required the commitment of significant financial and managerial resources. We expect these efforts to require the continued commitment of significant resources. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

While we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from legislation requiring companies to evaluate those internal controls.

Section 404 of the Sarbanes-Oxley Act of 2004 requires our management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We completed an evaluation of the effectiveness of our internal control over financial reporting for the fiscal year ended November 30, 2005, and we have an ongoing program to perform the system and process evaluation and testing necessary to continue to comply with these requirements. We expect to continue to incur increased expense and to devote additional management resources to Section 404 compliance. In the event that our chief executive officer, chief financial officer or independent registered public accounting firm determines that our internal control over financial reporting is not effective as defined under Section 404, investor perceptions and our reputation may be adversely affected and the market price of our stock could decline.

Changes to financial accounting standards may affect our results of operations and cause us to change our business practices.

We prepare our financial statements to conform to generally accepted accounting principles, or GAAP. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. For example, accounting policies affecting many aspects of our business, including rules relating to employee stock option grants, have recently been revised or are under review. The FASB and other agencies have finalized changes to GAAP that require us, starting in our quarter ending February 28, 2006, to record a charge to earnings for employee stock option grants and other equity incentives. We may have significant and ongoing accounting charges resulting from option grant and other equity incentive expensing that will reduce our overall net income. In addition, since we historically have used equity-related compensation as a component of our total employee compensation program, the accounting change could make the use of equity-related compensation less attractive to us and therefore make it more difficult to attract and retain employees.

 

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Risks Related to Our Common Stock

Our common stock has been subject to substantial price and volume fluctuations due to a number of factors, some of which are beyond our control.

Share prices and trading volumes for many distribution and contract assembly service related companies fluctuate widely for a number of reasons, including some reasons which may be unrelated to their businesses or results of operations. This market volatility, as well as general domestic or international economic, market and political conditions, could materially adversely affect the price of our common stock without regard to our operating performance. In addition, our operating results may be below the expectations of public market analysts and investors. If this were to occur, the market price of our common stock would likely decrease.

Significant fluctuations in the market price of our common stock could result in securities class action claims against us, which could seriously harm our operating results.

Securities class action claims have been brought against companies in the past where volatility in the market price of that company’s securities has taken place. This kind of litigation could be very costly and divert our management’s attention and resources, and any adverse determination in this litigation could also subject us to significant liabilities, any or all of which could adversely affect our business and operating results.

Anti-takeover provisions in our certificate of incorporation may make it more difficult for someone to acquire us in a hostile takeover.

Our Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that we may issue in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting shares.

In addition, our certificate of incorporation contains certain provisions that, together with the ownership position of our officers, directors and their affiliates, could discourage potential takeover attempts and make attempts by stockholders to change management more difficult, which could adversely affect the market price of our common stock.

If securities or industry analysts do not publish research or reports about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We are subject to additional rules and regulations as a public company, which will increase our administration costs which, in turn, could harm our operating results.

As a public company, we incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, has required changes in corporate governance practices of public companies. In addition to final rules and rule proposals already made by the SEC, the New York Stock Exchange, or NYSE, has adopted revisions to its requirements for companies that are

 

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NYSE-listed. These rules and regulations have increased our legal and financial compliance costs, and made some activities more time consuming or costly. We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee, and qualified executive officers.

 

ITEM 6. Exhibits

 

31.1   Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2      Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *   Statement of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 10, 2006

 

SYNNEX Corporation
By:  

/ S /    R OBERT T. H UANG        

  Robert T. Huang
  Chief Executive Officer
By:  

/ S /    D ENNIS P OLK        

  Dennis Polk
  Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number
  

Description of Document

31.1    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*    Statement of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

 

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EXHIBIT 31.1

CERTIFICATION

I, Robert Huang, Chief Executive Officer of Synnex Corporation, certify that:

1. I have reviewed this Form 10-Q of SYNNEX Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 10, 2006

By:

 

/ S /    R OBERT T. H UANG        

 

Robert T. Huang

Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Dennis Polk, Chief Financial Officer of Synnex Corporation, certify that:

1. I have reviewed this Form 10-Q of SYNNEX Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 10, 2006
By:  

/ S /    D ENNIS P OLK        

 

Dennis Polk

Chief Financial Officer

EXHIBIT 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER UNDER 18 U.S.C. § 1350

We, Robert Huang, the chief executive officer of SYNNEX Corporation (the “Company”), and Dennis Polk, the chief financial officer of the Company, certify for the purposes of section 1350 of chapter 63 of Title 18 of the United States Code that, to the best of our knowledge,

(i) the Quarterly Report of the Company on Form 10-Q for the period ended August 31, 2006 (the “Report”), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 10, 2006

 

/ S /    R OBERT T. H UANG        

Robert T. Huang

/ S /    D ENNIS P OLK        

Dennis Polk