8-K
Td Synnex Corp (SNX)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 11, 2022
TD SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31892 | 94-2703333 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 44201 Nobel Drive, Fremont, California | 94538 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(510) 656-3333 (Registrant’s telephone number, including area code)
N/A (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | SNX | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
TD SYNNEX Corporation has provided additional disclosure in connection with its acquisition on September 1, 2021 of Tiger Parent (AP) Corporation, the parent company of Tech Data Corporation. The additional disclosure is set forth in Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited historical financial information of Tiger Parent (AP) Corporation and subsidiaries for the three-month periods ending August 31, 2021, May 31, 2021, February 28, 2021, November 30, 2020, August 31, 2020, May 31, 2020 and February 29, 2020 and non-GAAP financial measures. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| Date: January 11, 2022 | TD SYNNEX CORPORATION | |
|---|---|---|
| By: | /s/ Marshall Witt | |
| Marshall Witt<br><br><br>Chief Financial Officer |
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snx-ex991_6.htm
EXHIBIT 99.1
TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES
Prior to the merger, SYNNEX Corporation (“SYNNEX”) and Tiger Parent (AP) Corporation (“Tiger Parent”) had different fiscal years. SYNNEX’ fiscal year ends on November 30, whereas Tiger Parent’s fiscal year ends on January 31. The unaudited historical financial information provided below combines the monthly historical financial information of Tiger Parent for each of the three-month periods presented. As a result, the historical financial information provided below may differ from what the actual results of Tiger Parent would have been for each of the periods presented if its fiscal year ended on November 30.
NON-GAAP FINANCIAL MEASURES
In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), we are also disclosing certain non-GAAP financial information. Non-GAAP operating income is defined as operating income, excluding acquisition, integration and restructuring expenses, the amortization of intangible assets, purchase accounting adjustments and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is defined as net income before interest, taxes, depreciation and amortization, adjusted to exclude other income (expense), net, acquisition, integration and restructuring expenses, purchase accounting adjustments and share-based compensation expense.
Management believes that providing this additional information is useful to the reader to assess and understand the financial performance of Tiger Parent as compared with results from previous periods. However, analysis of results via this financial measure should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. Additionally, because this measure is not calculated in accordance with GAAP, it may not necessarily be comparable to similarly titled measures reported by other companies.
TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES
HISTORICAL FINANCIAL INFORMATION
(In millions)
(Unaudited)
| Three months ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| August 31, 2021 | May 31, 2021 | February 28, 2021 | November 30, 2020 | August 31, 2020 | May 31, 2020 | February 29, 2020 | |||||||||||||||
| Net sales | $ | 9,132.1 | $ | 9,570.6 | $ | 10,306.6 | $ | 9,842.1 | $ | 8,384.8 | $ | 8,123.9 | $ | 9,646.6 | |||||||
| Cost of products sold | (8,558.7 | ) | (9,004.2 | ) | (9,686.7 | ) | (9,280.0 | ) | (7,900.5 | ) | (7,594.5 | ) | (9,002.6 | ) | |||||||
| Gross profit | 573.4 | 566.4 | 620.0 | 562.1 | 484.2 | 529.4 | 644.0 | ||||||||||||||
| Operating expenses: | |||||||||||||||||||||
| Selling, general and administrative expenses | (447.2 | ) | (461.7 | ) | (481.9 | ) | (438.9 | ) | (424.1 | ) | (426.2 | ) | (432.6 | ) | |||||||
| Acquisition, integration and restructuring expenses | (35.4 | ) | (31.1 | ) | (38.2 | ) | (31.2 | ) | (184.9 | ) | (14.8 | ) | (12.4 | ) | |||||||
| Legal settlements and other litigation, net | (5.2 | ) | — | 1.7 | — | (39.3 | ) | — | 0.4 | ||||||||||||
| Gain on bargain purchase | — | — | 2.0 | 28.2 | — | — | — | ||||||||||||||
| Gain on sale of fixed assets | — | — | 7.6 | 7.9 | — | — | — | ||||||||||||||
| (487.8 | ) | (492.8 | ) | (508.8 | ) | (434.0 | ) | (648.2 | ) | (441.0 | ) | (444.6 | ) | ||||||||
| Operating income (loss) | $ | 85.6 | $ | 73.5 | $ | 111.2 | $ | 128.1 | $ | (164.0 | ) | $ | 88.4 | $ | 199.4 | ||||||
| Adjustments | |||||||||||||||||||||
| Acquisition, integration and restructuring expenses (1) | 35.4 | 31.1 | 38.2 | 31.2 | 184.9 | 14.8 | 12.4 | ||||||||||||||
| Amortization of intangibles (2) | 41.0 | 29.9 | 39.7 | 39.2 | 46.8 | 24.3 | 25.1 | ||||||||||||||
| Purchase accounting adjustments (3) | 22.7 | 32.6 | 32.6 | 34.0 | 25.8 | — | — | ||||||||||||||
| Stock-based compensation expense (4) | 1.5 | 1.4 | 1.4 | 2.1 | 1.3 | 5.6 | 7.8 | ||||||||||||||
| Non-GAAP operating income | 186.2 | 168.5 | 223.2 | 234.6 | 94.8 | 133.1 | 244.7 | ||||||||||||||
| Depreciation | 20.3 | 20.4 | 20.1 | 19.3 | 20.1 | 18.2 | 16.8 | ||||||||||||||
| Adjusted EBITDA | $ | 206.5 | $ | 188.9 | $ | 243.2 | $ | 254.0 | $ | 114.9 | $ | 151.3 | $ | 261.4 | |||||||
| (1) Costs primarily associated with acquisitions, Tiger Parent (AP) Corporation’s GBO Program, GBO 2 Program and tdONE Program.<br><br><br>(2) Costs associated with the amortization of intangible assets.<br><br><br>(3) Purchase accounting adjustments related to acquisitions, primarily related to certain consideration received from vendors.<br><br><br>(4) Costs associated with stock-based incentive compensation plans. |
(Amounts may not add due to rounding)