Td Synnex Corp 8-K, filed Sep 28, 2021
Td Synnex Corp (SNX)
About this 8-K
Td Synnex Corp filed this 8-K on September 28, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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
On September 1, 2021, SYNNEX Corporation (the “Company”) completed its acquisition of Tiger Parent (AP) Corporation, a Delaware corporation, which is the parent corporation of Tech Data Corporation, a Florida corporation (“Tech Data”). The Company has provided additional disclosure in connection with its acquisition of Tech Data. 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 9.01Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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Date: September 28, 2021 |
SYNNEX CORPORATION |
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By: |
/s/ Marshall Witt |
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Marshall Witt Chief Financial Officer |
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Exhibit 99.1
TIGER PARENT (AP) CORPORATION AND SUBSIDIARIES
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.
Management believes that providing this additional information is useful to the reader to assess and understand the financial performance of Tiger Parent (AP) Corporation 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)
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Three months ended |
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July 31, 2021 |
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April 30, 2021 |
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January 31, 2021 |
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October 31, 2020 |
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July 31, 2020 |
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April 30, 2020 |
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Net sales |
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$ |
9,236.9 |
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$ |
9,361.4 |
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$ |
10,952.2 |
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$ |
9,015.9 |
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$ |
8,229.3 |
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$ |
8,175.2 |
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Cost of products sold |
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(8,657.8 |
) |
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(8,817.0 |
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(10,309.9 |
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(8,496.6 |
) |
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(7,731.2 |
) |
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(7,643.5 |
) |
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Gross profit |
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579.1 |
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544.4 |
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642.3 |
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519.3 |
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498.1 |
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531.7 |
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Operating expenses: |
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Selling, general and administrative expenses |
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(452.1 |
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(467.7 |
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(487.4 |
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(423.3 |
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(410.7 |
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(427.9 |
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Acquisition, integration and restructuring expenses |
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(14.3 |
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(36.7 |
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(34.0 |
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(31.8 |
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(177.2 |
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(17.7 |
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Legal settlements and other litigation, net |
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(5.1 |
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1.7 |
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— |
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1.9 |
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(41.2 |
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— |
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Gain on bargain purchase |
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— |
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— |
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2.0 |
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28.2 |
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— |
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— |
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Gain on sale of fixed assets |
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— |
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— |
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8.6 |
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6.9 |
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— |
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— |
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(471.5 |
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(502.7 |
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(510.8 |
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(418.2 |
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(629.1 |
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(445.5 |
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Operating income (loss) |
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$ |
107.6 |
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$ |
41.7 |
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$ |
131.5 |
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$ |
101.1 |
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$ |
(131.0 |
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$ |
86.1 |
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Adjustments |
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Acquisition, integration and restructuring expenses (1) |
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14.3 |
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36.7 |
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34.0 |
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31.8 |
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177.2 |
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17.7 |
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Amortization of intangibles (2) |
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41.1 |
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42.6 |
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39.4 |
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38.8 |
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29.3 |
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24.5 |
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Purchase accounting adjustments (3) |
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25.0 |
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31.7 |
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34.4 |
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33.5 |
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21.0 |
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— |
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Stock-based compensation expense (4) |
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1.5 |
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1.4 |
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1.6 |
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1.4 |
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2.9 |
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6.3 |
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Non-GAAP operating income |
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$ |
189.5 |
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$ |
154.1 |
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$ |
240.9 |
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$ |
206.5 |
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$ |
99.4 |
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$ |
134.6 |
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(1) Costs primarily associated with acquisitions, Tiger Parent (AP) Corporation’s GBO Program, GBO 2 Program and tdONE Program. |
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(2) Costs associated with the amortization of intangible assets. |
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(3) Purchase accounting adjustments related to acquisitions, primarily related to certain consideration received from vendors. |
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(4) Costs associated with stock-based compensation plans. |
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(Amounts may not add due to rounding)
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