Good afternoon, and welcome to the SYNNEX Second Quarter Fiscal 2018 Earnings Call. Today's call is being recorded and all lines have been placed on mute to prevent any background noise. After the speaker's remarks there will be a question-and-answer session. [Operator Instructions]. At this time, for opening remarks, I would like to pass the call over to Ms. Mary Lai, head of investor relations at SYNNEX Corporation. Miss, you may begin.

Thank you, and welcome to the SYNNEX Corporation earnings call for the second quarter of fiscal 2018 ended May 31, 2018. Joining me on today's call is our President and CEO, Dennis Polk; our CFO, Marshall Witt; and our EVP and President of Concentrix Corporation, Chris Caldwell. The executive team will first review second quarter fiscal 2018 financial results followed by an overview of today's announcement to acquire Convergys. Following their prepared remarks, we will open the call to a Q&A session. As a reminder, today's call is being webcast live and will be recorded. Please note that some of the information you will hear today consist of forward-looking statements within the meaning of the Federal Securities Laws. Such statements may relate to, without limitation, market, demand, investment, growth, revenue, non-GAAP net income and diluted EPS, amortization of intangibles, margins, adjusted operating margin, operating leverage, costs, tax rates, seasonality, integration, benefits, synergies, timing and other aspects of the proposed acquisition, dividends and the overall performance. Actual results or trends could differ materially from our expectations. For more information, please refer to the risk factors discussed in our Form 10-K for fiscal 2017, and the discussion of forward-looking statements in our earnings release and Form 8-K filed with the SEC today. SYNNEX assumes no obligation to update any forward-looking statements, which speak as of their respective dates. Also, during the call, we will reference certain non-GAAP financial information. Reconciliation of non-GAAP and GAAP reporting is included in today's earnings release and the related Form 8-K available on our website at www.synnex.com. This conference call is the property of SYNNEX Corporation and may not be recorded or rebroadcasted without our specific written permission. With that, I will turn the call over to our CFO for the financial update. Marshall?

Thank you, Mary and thank you all for joining us today. As Mary said, we issued two press releases today. First being our Q2 results and Q3 guidance, and the second announcing the definitive agreement we reached to acquire Convergys. I'll cover our quarterly results and guidance, and then Dennis and Chris will provide their thoughts on our numbers and the Convergys acquisition. Our second quarter revenue, non-GAAP net income, and diluted EPS all exceeded expectations and beat the high-end of our guidance. Both revenue and non-GAAP diluted EPS also set Q2 records. On a consolidated basis, total revenue was $5 billion, up 26% compared to $3.9 billion in the same quarter last year and up 25% when you adjust for FX. Technology Solutions revenue was a record for Q2 at $4.5 billion, representing an increase of over 30% over the prior-year period. Organic growth was 13%, primarily driven by broad-based growth across the portfolio. This will be the last quarter that we break out Westcon-Comstor. Concentrix performed in line with our expectations. Revenue was a Q2 record of $491 million, up 2% from $482 million in the prior quarter. Now turning to gross profit. Our second quarter gross profit dollars totaled $429 million, up 15% or $57 million compared to a year ago. The increase in gross profit dollars was driven primarily by contribution from the Westcon-Comstor acquisition and the overall revenue growth in the Technology Solutions segment. Our gross margin was 8.6% compared to 9.5% in the prior-year period. The decrease in gross margin was primarily due to the higher mix of Technology Solutions business with the Westcon-Comstor acquisition and customer and product mix within our system design and integration solutions businesses. Second quarter total adjusted SG&A expense was $277 million or 5.6% of our revenue, compared to…

Thank you, Marshall, and good afternoon. Let me start by saying, we are proud to announce the results of a strong quarter today, setting new May quarter records for both revenue and earnings, as well as exceeding our guidance on all metrics. We generated second quarter revenue of $5 billion, representing 26% growth from the prior year, including very strong organic growth. Our non-GAAP EPS of $2.38 per share reflects excellent execution across both of our segments. Our financial performance demonstrates that we are continuing to see very good results from the investments we have made in recent years. Our growth led us to be recognized as No. 169 in the recent Fortune 500 rankings, representing an improvement of 29 positions in one year. Some highlights from our second quarter. Our Technology Solutions segment had a record Q2 revenue of 30% growth from the prior-year period, and our organic growth rate of 13% was meaningfully better than the overall market. We experienced strong revenue growth across our portfolio, with strength in PCs, peripherals, networking, security, and cloud-related offerings. Regarding end-markets, all major verticals we serve, along with the overall SMB market, performed well. From a geographic perspective, the U.S. market led the way, with solid performance from our Latin America business as well. Our Hyve or system design and integration solution business also executed well during the quarter, with its revenue coming in above plan. Profitability to this business was in line with expectations and consistent with our comments during our Q1 earnings review. Moving on to the Westcon-Comstor aspect of Technology Solutions, our Westcon-Comstor Americas business had another solid quarter, completing the third full quarter post acquisition. The operating performance in the second quarter was in line with our internal forecast, growing year-over-year. We're also pleased to say we…

Thank you, Dennis. I'll first review our Q2 results briefly and then discuss the exciting announcement to acquire Convergys. Our focus at Concentrix this quarter continues to be around driving leverage in our business, bringing on strategic new logos, and being disciplined in maintaining the health of our overall portfolio. So we're very happy with how we executed along these lines. Q2 revenue was $491 million, with EBITDA of $59 million. Our year-over-year revenue growth was 2%, but our EBITDA growth grew almost four times faster and nearly 8%. As we mentioned in the prior quarters, we have been rebalancing our portfolio and strategically replacing it with the higher-value services, which position us well for the future. From an expense perspective, our operating expenses were actually down year-on-year. As we turn to the third-quarter outlook, we expect to see year-on-year improvements in operating leverage in line with what we've accomplished year-to-date. Some of our newly expanded countries are performing above our expectations, including strong growth in Vietnam, Thailand, Jamaica on a relative basis. Now moving on to the announcement of the acquisition of Convergys. We are very excited about Convergys joining the SYNNEX Concentrix family. Convergys is a pioneer in our industry and fits a strategic need, bringing a very talented team which services a strong client base over our broad and complementary footprint. We believe today's announcement provides the strong opportunity to drive growth by cross-selling within our joint client base, leveraging the incredible talent pool and being able to support many of our clients on a more robust geographical footprint. In fact, we will be adding 12 new countries, bringing our new total footprint to 40 countries around the world, servicing clients in 70 different languages. Convergys clients will receive similar benefits with our presence in Asia-Pac, Middle…

Thanks, Chris. We know it's quite a bit of news to digest today. We look forward to answering your questions now. And we'll turn it back to the operator.

[Operator Instructions]. The first question is from Adam Tindle from Raymond James. Your line is now open.

Okay, thanks and good afternoon. Right a lot of information to digest so maybe I'll start with the synergies on the Convergys acquisition. Can you just maybe talk about how you arrived at those numbers? Because I look at it and your core business is approaching the double-digit operating margin for this year, so wouldn't think there's a lot of excess capacity to layer additional business into. So maybe talk about what you can do differently with this asset versus what they did as a public company, and if there's any tie-ins to what you did with IBM BPO acquisition historically that would be helpful?

Yes, for sure, Adam. So first off, I mean, this was a joint exercise that we did with the Convergys' senior executive team to make sure that we are aligned both on what was required to support the clients as well as what was a key to support the staff going through. And where we saw savings, frankly, were some center rationalizations where we're literally located across the street from each other, where we have duplicate infrastructure around our networks and some of the other global infrastructure that we have. And then in terms of our third-party spend are a fairly significant portion of the rationalization. And then, frankly, by having a global footprint that's even enhanced by bringing the two organizations together, we're also able to lower our cost just by what we've been doing over the last 12 to 24 months by increasing our own operating income levels by on a larger scale.

Okay, and maybe just as a follow-up separately on the near-term trends in the third quarter revenue guidance. I don't think we have seen a sequential decline in revenue in 3Q in quite some time on an organic basis. I know it's normally a strong public sector quarter in the distribution business. Just talk about what's driving the 3Q revenue guidance, please?

Hi, Adam this is Dennis. Yes, I understand that it's somewhat unusual for our Q3 to be seasonally lower than Q2. There is really nothing going on with regards to our guidance. It is reflecting very normal seasonality. The only unusual factor this quarter is what we talked about in our script and that we had a significant pull-in in our Hyve business. And that caused the Q2 revenue to be much more than we expected and then that reflects into our guidance into Q3.

And then, Adam, one of the things, we clearly had a strong, call it, U.S. TS business in Q2 as well.

So that's -- this is Dennis one more time, Adam. That's another way to say, we're just being conservative as always in our guidance.

Okay, that's helpful, thank you.

Thank you.

The next question is from Matt Sheerin from Stifel. Your line is now open.

Yes, thank you. Just couple on both the acquisition in the core business, regarding the -- your commentary on Hyve and some of the issues, the margin pressures. And I think you said revenue was down year-over-year, although it was up more sequentially than you had expected. In terms of the margin pressure within that business overall, I know, Dennis, you talked about diversifying the customer base so that you would see margins start to come up toward the end of the year. Is that -- do you have any visibility into some of those new programs that would help support that? Or is the visibility limited because it is so lumpy in terms of when customers spend?

Matt, this is Marshall. The Q2 overall revenue performance was high, it was up year-over-year. And as Dennis had mentioned in his prepared remarks, we had some pull-in from Q3 into Q2. So I just want to clarify that. Dennis' comment in regards to Q3 compares is that some of that pull-in being lumpy but nothing reflective of overall demand environment for Hyve.

No, I understand that. But in terms of the -- but it sounds like you said Hyve was going to be down year-over-year in the August quarter?

That's correct, I think Marshall is just reacting to the first part of your question.

Got you.

You are correct in that it will be down in the current quarter Q3 that we're talking about. As far as your questions regarding visibility, we have limited visibility to the business as we talked about in the past as far as what we expect to ship in the coming quarter and the quarter beyond that. So it's hard to guide and give any forecast beyond that. So, what we see in this quarter again as is a reduction versus the prior year but again primarily due to the fact that it seems like Q2 was going to be -- or is that normally high due to the pull in. As far as working with new customers, we are doing that consistent with what we talked about last quarter. We're very focused on bringing on a new set of customers to diversify the existing business that we have and try to move away from the current high volume with just a few set of customers. We've made some progress in Q3 and we expect to make more in the rest of Q3 and then Q4 and then into 2019 as well.

Okay, thank you and regarding the transaction that you announced and you said half of it was going to be in stock, the $2.4 billion, and the half in cash. Could you give us some parameters around the cost of capital and what the interest rates might look like on that debt?

Yes Matt, this is Marshall. From a very high level of preliminary, we're thinking the cost of capital probably somewhere between 4.5 and 5. And we plan to do what we've always done in the past, which is look at the overall interest rate environment and do the right amount of fix versus floating.

Okay, great and if I could just -- one quick third one, just regarding your commentary on Westcon-Comstor looking better than seasonal for the August quarter. Is there any specific reason for that, is it just good demand for security products or any new products, or is it also because of the fact that you are on one system and that's making it easier to cross-sell?

Correct, Matt. I think it's a little bit of what you just said as far as being on the same system. Although as I said, we're still working through some polishing and what have you. So we expect that to be more evident in Q4. It's also the fact that another quarter under the SYNNEX umbrella. So we are all working together more and working on to opportunities together in a more easier manner. And the last one is, the quarter last year was their last quarter under the prior management, so we're going through a transition there as well. So when you add up those three items, we think we'll be better this quarter than last year.

Okay, great, thanks a lot.

Thank you Matt, next question please.

The next question is from Shannon Cross with Cross Research. Your line is now open.

Hi, this is Ashley Ellis on for Shannon today. My first question is on the transaction. If you look at Convergys guidance, it looks like they have two large customers that are really impacting the revenue growth. So I'm curious after the transaction closes, if you're going to have the same sort of exposure and if there's any significant customer overlap.

Well thank you Ashley, it is Chris. So first off, we expect the two clients that they called out on their earnings calls to continue to decline as sort of in line rates with what they have publicly broadcast. But really when you put the whole company together, $4.7 billion, it certainly dilutes the impacts of that. And we believe that we can have outgrow that decline. We also believe that bringing new services to those types of clients that are looking for new consumption of digital services, and some of the RPA and some of the AI technology, we actually believe we can start to incubate some more growth in those particular clients. There is not a significant client overlap in terms of revenue concentration and the client combination actually is extremely complementary. As we mentioned in some of the prepared remarks, they bring a significant number of, sort of, Fortune 1000 companies to the table, as well as great market disruptors that are at high growth. And the management team has done a good job of growing those clients despite some headwinds from some of the two clients that they've called out in the past.

Great, thank you. And then switching to your other acquisition, it's been about a year since you acquired or since you announced the acquisition of Westcon-Comstor. So I'm just wondering, through that time, is there anything that surprised you or unexpected? And then how are you thinking about the growth opportunity for Latin America going forward? And that's it for me. Thank you.

Sure Ashley, this is Dennis. Thanks for the question. As far as after a nine-plus months now, nothing materially has surprised us as we've acquired this company and integrated it into our business. I think that's evident of our disciplined due diligence process when we acquire companies, so that played out well in this transaction with no surprises. As far as the Latin American business at Westcon-Comstor, we're very pleased with the performance of that part of the business to date. With each passing quarter, the business has improved its growth rates and profitability. And we believe with some investments in that business, by bringing additional North American lines to that part of our entity, we can grow that business even faster. So we are excited about the Latin American part of Westcon-Comstor.

Okay, thank you.

The next question is from Ananda Baruah with Loop Capital. Your line is now open.

Hi, good afternoon guys. Congratulations on the transaction.

Thank you.

Hey, you're welcome. Two, if I could. The first is just going back to the Hyve conversation, I believe you guys said last quarter that you had anticipated, it would be -- I think you said a few quarters for new designs to get to the market. I think you may have mentioned also new customers coming on, on the fall -- in the fall as well. Those time lines for those two things are they still in line with what your expectations have been and I'm just asking because I believe there is a comment about focusing the next few quarters on profits as opposed to revenues, so I'd love to get the context there? And I have a follow-up. Thanks.

Sure, this is Dennis. Yeah, we still are working with several new customers. We're still in, call it, proof of concept or test the rack phase, if you will. That can take some time. I think as we talked about, the Hyve business is similar to our Concentrix business where the sales cycles tend to be much, much longer than our distribution business. And that's playing out in the recent quarters for our Hyve business. But we do have a good list of customers that we're working and we're exchanging systems once again. And we do think we'll get the benefit of those sale cycles in the coming quarters.

And Dennis how about new designs for -- I think there is the conversation Westcon also included new designs that existed, are you expecting existing customers to take to second half of kind of say this calendar year and that was the cause for some of the -- sort of waiting on the designs, some of the cost of the pricing pressure you had seen in the last couple of quarters, has that dynamic altered at all, is that still in line with what your expectations have been, the timing of it?

Yes, the dynamic has not changed at all. We still are in an environment where most of our business with a few large customers is higher volume lower margins, but it's a similar process to working with new customers where we're working on proof of concept-type systems. And just like in new customer business, we expect those to take hold and provide benefits to us in the future as well with existing customers.

Yeah, well okay guys, I will take the rest up offline. Just with regards to Convergys, the $150 million, your next three years synergy or three years post close and the $50 million annually, are those all costs or are there revenue synergies in there as well? And if those are all costs and not revenue, just -- can you sort of give us a sense of what are some of the dynamics that need to occur to get the revenue synergies going? Thanks.

Yeah Ananda, those are all costs. The $150 million straight up of the sort of SG&A. Frankly, we expect revenue synergies from this. As we mentioned, they've got a great client base that is looking to expand across a footprint that we can offer. We similarly have a great client base that's looking to expand across some of the places that they offer. And then to combine, we have almost 6,000 -- a little over 6,000 sort of highly credential individuals that know RPA, that know Six Sigma, that know degree in analytics. They really drive a lot of value across their combined client base. On top of that, we also have our Tigerspike business as well. So frankly, we expect a lot of potential in the cross-selling and upselling in the client base and helping really future proof our clients as they go forward supporting our customer base.

And Chris with that would you expect those to begin to occur relatively immediately both upon close?

So as always in this business, it takes a while to kind of build in those up and cross-sell opportunities, because we are literally changing how some of our clients operate in order to achieve those. But we do expect them to start to impact within a couple of quarters after close.

That's great, thanks so much.

The next question is from Frank Atkins with SunTrust. Your line is now open.

Thanks for taking my questions. I wanted to just kind of ask a little bit more kind of strategic question. As this fits in with SYNNEX, the acquisition, why make this acquisition now and how do the two cultures come together?'

Hi, this is Dennis, I'll start with the first part and then Chris can talk about the culture side. Why make this acquisition now? It's opportunity that presented itself. And when we looked at our overall business and where we wanted to take the Concentrix business, our initial plan was to do smaller tuck-in type acquisitions. But when the Convergys asset came to the table, we saw a way to immediately get to where we wanted to go with the business. For all the reasons that Chris talked about and I talked about in our prepared remarks, it made sense to invest in this business. And as far as the culture side, I'll turn it over to Chris.

Yes, certainly, Frank. I mean, from a cultural perspective, both organizations are extremely focused around execution to the clients. That was sort of the resounding message coming out of both the joint calls, as well as the Convergys calls prior to closing the deal. And really, when the focus is on the client and focus on the people, the cultures will match and grow. And we spent a lot of time with the senior executive team of Convergys to know that we're aligned and how we see the market, how we see the changes in the market, and how we both feel that we can grow within the market.

Okay, great, that's helpful. Can you give us an idea of the industry exposure of the Concentrix side with the Convergys assets included? It's going to -- broadly, how much telecom exposure or how much financial services exposure, etc?

Yes. So Frank, we are going to come and put that out. There is some sort of nonpublic information that will -- once gets into the public, I mean, parse that out. Overall, it roughly increases our share in financial services, it increases our share in healthcare. It keeps about the same consumer electronics, increases our share in automotive. And as a consolidated business, it decreases our concentration in telecom pretty significantly.

Okay, and do you expect any integration costs that you could call out and then lastly just talk about the pricing environment on the Technology Solution side? Thanks.

So in terms of the costs, Frank, we'll continue to keep the public notified as we go through our calls with where we're at. But generally, what we see is about $1 for every savings, there's about $1 of one-time costs that are associated with those savings. And so through the next three years, we expect that to be around $150 million.

And as far as the pricing question for the Technology Solutions business. Throughout Q2, the pricing environment remained very consistent with the Q1 and prior quarters. As we always say, we are a very competitive business and things tend to be more competitive in the higher-volume transactions. But nothing materially changed from a competitive environment in the last quarter.

That's great, thank you very much.

Thank you. Next question please.

The next question is from Jim Suva with Citi. Your line is now open.

Thank you very much. Can you comment a little bit about the process for the acquisition, was it a full-blown bidding process, was it privately negotiated? And then, are there stops or breakups in place should something occur, whether it be government or another bidder coming in to protect the entities?

I'll go, this is Dennis, Jim, sorry. I'm going in reverse order. There are the standard closing conditions that occur in a transaction like this, primarily around HSR in the U.S. and other countries with similar laws. And then each set of shareholders have to vote on this transaction. So that is also an aspect of the sales process. But all of that is typical and normal in a transaction like this and we expect things to process in the orderly fashion. As far as the process that was run, that's really a question for the Convergys' management team. But we can say that we believe there were multiple parties bidding for this asset.

Okay, and Convergys is still on the line, right so the question is can you talk about the bidding process?

There's no one from the Convergys management team on this call today.

Oh, sorry, got you. Then I will ask a different follow-up, regarding the stock buyback does it get put on hold given your pending M&A or how should we think about that?

No. This is Dennis again. We did -- it's not put on hold. We saw the active plan that we have. As you've seen, we've been pretty opportunistic in our stock buyback. We took advantage of a -- what we thought was an attractive price in the last quarter, and executed, frankly, a record amount of buy -- shares repurchased in the quarter. And we'll stay opportunistic in the coming quarters and through the transaction.

And Jim most of the price averaged around 101.

Right. No, I meant going forward -- no, I got that backward. Going forward, like since you are going to have to take out half debt and half stock it sounds like you are still going to keep buying back stock, you're not putting the future stock buyback on hold till the transaction closes?

No, we're not. Again we will stay opportunistic in our repurchase program.

Okay, thank you so much for the detail, really appreciate it. Thank you.

The next question is from Lou Miscioscia with Pivotal Research Group. Your line is now open.

Okay, great, thanks folks. So just some more Convergys questions, I suppose to for someone that hasn't covered it before. Obviously, it looks like their revenue and margins for the last three years have been flat to down. Maybe help us with the due diligence you did on that. And obviously, there was -- the prior question about the two customers that are decreasing, could you mention why and then what's the comfort level, I guess, with the rest of the customer base?

Yes. So Lou, I mean, the declining customer is very, very targeted to the telco segmentation and well-documented in the Convergys public calls and public reports. The Convergys team has done very good job in sort of growing other business. They just haven't been able to outrun some of the decline within the telecom sector. And that's primarily focused around a large movement by two of their clients to move work offshore where they kept the work but just the dollar diminishes as it moves from an onshore model to an offshore model. So due to that due diligence process, we got very comfortable with the dynamics of the business, where they're growing their markets, the clients that they're attracting, and how we can continue to help that grow and certainly grow the combined business.

Okay, one of the things you mentioned obviously is EPS accretion of mid single-digit in the first year and double-digits in the second year. And I assume you are referring to the current run rate EPS levels, is that correct?

Yes, that's correct on a pro forma basis.

Okay, now one of the concerns, I guess, about, Chris has talked about it before and it sounds like you guys are managing it pretty well was just, with automation coming in, the concern is that the revenue trajectory for the call centers would be down. And even though possibly the margin on the business that is converted over with RPA automation could be better, but still the net operating margin down, dollars could be down. So just give us I guess like I guess one more current refresh on both the SYNNEX and then Convergys' situation with that, please.

Yes, for sure Louis. So if you look at the Concentrix business, I mean, as Dennis pointed out, it's been sort of eight consecutive quarters that we've continued to drive revenue and also improve our operating income to our whole of double-digit by the end of this year. And part of that is by implementing RPA, and digital technology and all the services that we've talked about that other people might see as a hindrance, but we actually see as a benefit to our overall business. And we're going to continue to see more concentration of that come in to our business. With the Convergys business, I mean, they similarly are doing similar things. I think together we can speed it up. I think together we can actually drive some of those changes a lot faster from the client base. And where we see it really taking traction is we actually are growing net revenue because we are taking more share from our competitors within those existing clients where we might share a client with the other competitors.

Okay last one, thanks for taking my questions, obviously, this would take you out on the Convergys side M&A for quite a while, while you integrate, at least a year I would assume. How about on the TS side, would a deal like this take you out of, I guess, anything other than sort of small tuck-ins, just the M&A strategy I guess on the other half of the business? Thank you.

Sure. This is Dennis. So I'll take that one. As far as the TS side of the business is concerned, as we talked about or I talked about in my script, Marshall and his team did an excellent job in financing this transaction and it leads us in a very good liquidity position. So should an opportunity come up on the TS side, we are not precluded from doing that because of this transaction.

Thanks guys, good luck with everything.

Thank you.

We show no further questions in queue at this time. So, I will turn it back to Mary for closing remarks.

Thank you everyone for joining us today and we appreciate your time and we look forward to speaking with you next quarter.