Good afternoon. My name is Jeff and I'll be your conference operator today. I would like to welcome everyone to the SYNNEX Second Quarter Fiscal 2021 Earnings Call. Today's call is being recorded and all lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. At this time for opening remarks, I would like to pass the call over to Liz Morali, Head of Investor Relations. Liz, you may begin.

Thank you, Jeff and good afternoon to everyone. Thank you for joining us for today's call. With me today are Dennis Polk, President and CEO and Marshall Witt, CFO. Before we continue, let me remind everyone that today's discussion contains forward-looking statements within the meaning of the Federal Securities Laws, including predictions, estimates, projections or other statements about future events, including the benefits of the proposed merger to our various stakeholders, timing of the merger, capital structure, and growth. Actual results may differ materially from those mentioned in these forward-looking statements as a result of risks and uncertainties discussed in today's earnings release, in the Form 8-K we filed today and in the Risk Factors section of our Form 10-K and our other reports and filings with the SEC. We do not intend to update any forward-looking statements. Also during this call, we will reference certain non-GAAP financial information. Reconciliations of GAAP to non-GAAP results are included in our earnings press release and related Form 8-K available on our Investor Relations website, ir.synnex.com. This conference call is the property of SYNNEX Corporation and may not be recorded or re-broadcasted without our permission. I will now turn the call over to Marshall. Marshall?

Thanks Liz and thank you to everyone joining us for today's call. Before getting into the details of the quarter's performance, I would like to remind everyone that the year ago quarter was the first full quarter impacted by the COVID-19 pandemic. Given the significant negative impact that this had on our fiscal Q2 2020 results, the year-over-year comparisons that we discuss today are greater than normal in magnitude. Our fiscal Q2 results came in well ahead of our expectations, fueled by continued strong demand environment. Total revenue for Q2 was up 31% year-over-year to $5.9 billion. Gross profit increased 20% or $55 million compared to the prior year to $329 million. Gross margin was 5.6%, down from 6.1% in the prior year, primarily due to product mix. Total adjusted SG&A expense was $159 million or 2.7% of revenue, down $14 million compared to the year ago quarter, primarily due to COVID-related expenses in the prior year. Non-GAAP operating income was $170 million, improved by $68 million or 67% versus the prior year and non-GAAP operating margin was 2.9%, up 62 basis points year-over-year. Q2 interest expense and finance charges were approximately $23 million and the effective tax rate was 25%, both in line with our expectation. Total non-GAAP income from continuing operations was $109 million, up $44 million and improved by 68% over the prior year and non-GAAP diluted EPS from continuing operations was $2.09, up from $1.26 in the prior year. Now, turning to the balance sheet. We ended the quarter with cash and cash equivalents of $1.7 billion and debt of $1.6 billion. Accounts receivable totaled $2.5 billion, down 12% year-over-year and inventories totaled $2.7 billion, flat from the prior year. Our cash conversion cycle for the second quarter was 26 days, 17 days improved from last…

Thank you, Marshall and thank you to everyone joining our call. I want to start off with a special thank you along with much appreciation to our associates for delivering very strong results in Q2. With our quarter starting off with the Tech Data merger announcement, there was a potential of this news being a distraction to our daily efforts. As expected though our team executed very well, provided exceptional service to our customers and continued to expertly manage through the ongoing dynamics of our industry and the pandemic. For Q2, our results came in above our internal expectations due to continued demand for remote capability, digital transformation, the ongoing recovery of office and data center IT purchasing, and overall above market growth. Essentially, every product category we participate in saw strength in the quarter, most notably notebooks, Chromebooks, cloud, security, services, networking, and collaboration. Our manufacturing business also performed very well with results above the high end of our internal forecast. The demand came from across most all our customer segments with SMB and public sector leading the way. From a geographical perspective, all regions were at expectations or better. Regarding our proposed merger with Tech Data, everything is going well. As Marshall mentioned, we are set up for an effective financing of the transaction. Our proxy has been filed and our shareholder meeting will be held next week. And from a regulatory standpoint, we have received clearance from a number of governmental authorities and expect the rest to process through normal course. As would be expected, the COVID pandemic has led to review delays in some countries. We still believe our transaction will close in the second half of 2021, reflective of the typical six to eight months announced to close timeframe for a deal of this size…

[Operator Instructions] First question from the line of Ruplu Bhattacharya of Bank of America. Your line is open.

Hi. Thank you for taking my questions. My first question is on margin performance. Marshall, can you help us bridge the operating margin between fiscal 1Q and fiscal 2Q sequentially? Looks like you had a stronger than expected revenue performance, I mean, revenues were up $900 million plus sequentially. Just looks like operating margins were down about 26 bps, how much of that was FX? How much of that was mix related? And how much of that was COVID-related cost if you can just help us bridge that margin performance?

Sure, I'll walk through it Ruplu. Yes, most of it was just mix related in terms of the sequential relationship from Q1 to Q2. If you look at the underlying performance of the various sectors of our business, they all did very well. It was a good overall balanced contribution from all locations and as Dennis said in his remarks across the spectrum of products and end market.

And Ruplu, I would just add, we performed very well now through Q1 and Q2. So, in Q2, we had some compensation accruals we had to make to recognize that strong performance by the team.

Okay. Okay, thanks for the details on that. Maybe for my follow-up, can you talk a little bit about the higher consignment model transition? Did I hear correctly that that transition will not happen in 3Q or 4Q of this year? And when it does happen in fiscal 2022, what is the expectation for revenues per quarter impact?

Ruplu, you're right. For 2021, as I said in my prepared remarks, we don't anticipate it transacting or taking place this year. As we think about next year, we'll have to face that when we get there. As we had said previously, the overall economics on a [profit] (ph) dollar basis, assuming ongoing growth in relationship with this customer should not change, but the types of services that we provide will change.

Okay.

And just my follow-up Ruplu, would be -- we're just staying flexible and assisting our customer and their needs. Clearly the consignment program is taking longer to execute and when they desire to do so, be it whatever time is 2021, we'll help them out at that time.

Okay, great. If I can just squeeze in one more. Just Marshall on your capital allocation plan, I know the transaction is expected to close later this year. In the meantime, are you -- do you still have share repurchase authorization left, how much is left on that? And just your thoughts on your inorganic growth versus spending on buybacks till that transaction happens?

Ruplu, yes, right now, as we've said in our March discussion with you in regards to only our results but the merger, our overall goal right now is to ensure that we keep our leverage ratios appropriate as we enter into the transaction. We do have an open repurchase program in place. But we anticipate that to be more anti-dilutive than it is actually going beyond that. So that will be our intent of heading into the merger. And just in terms of the overall just allocation of dividends, we're happy to announce another $0.20 this quarter. That won't change as we move forward. But we really are thinking about keeping the position of strength we have on a real strong current and long-term capital structure, really well laid out as we go into the merger.

Okay, thanks for all the details. Appreciate it.

You're welcome.

Next question from the line of Vincent Colicchio of Barrington Research. Your line is open.

Yes. In your prepared remarks, you talked about most -- some of the regulatory approvals have occurred already. Does that -- was that most of the approvals? To what extent are approvals remaining in the balance?

Hi Vince, this is Dennis. Yes, so we had -- we have about 20 regulatory approvals to work our way through. And I'd say at this point, we're more than halfway through.

Okay. Thanks for that clarity. In terms of supply chain constraints, where are the biggest constraints, any color would be helpful?

Yes, really, Vince, across the board, it's in client devices constraints, networking, certainly CPUs, even displays and some print products. So, there wasn't a major product category that we serve that has not been affected by supply chain challenges. Certainly over the last quarter, but really, frankly, over the last 15 to 18 months.

Thank you. Nice quarter.

Thank you.

Next question from the line of Jim Suva of Citigroup Investment. Your line is open.

Thank you. In your prepared comments, you mentioned about your forecasting and being conservative on the outlook. My question is regarding that conservativism, is it probably accurate that your lead-times and visibility for the demand side is better than expected? But you're being more conservative on the ability to procure supply? Or are you also discounting the demand to some extent?

No, I'd say, -- Jim, thank you for the question and glad to hear you back covering our account again. Thank you. I'd say that it's really more the completion of the product and delivery is, is what's making us most cautious for the lead-time is causing the conservative aspects in our guidance. I should say I don't want our investors to oversteer too much on this conservatism that we're placing on our forecast. To put a number around it, it's about $150 million to $200 million that we reduce from what would be our normal forecast for the higher or elevated challenges in the supply chain that we're experiencing right now. As I responded to Vince a few seconds ago, supply chain challenges have been going on for good year and a half plus, but was just elevation and the tightness, if you will, of SLAs and everything takes to get products to our customers, we start to be a little more conservative quarter to the tune of about $150 million to $200 million.

Great, thank you so much for the detail and additional commentary. It's greatly appreciated.

Thank you, Jim.

Thanks Jim.

Next question from the line of Adam Tindle of Raymond James. Your line is open.

Okay, thanks. Good afternoon. Dennis, I wanted to start -- you talked about getting internal and external feedback since announcing the transaction, you've had more time to talk to both vendor/partners and customers. Just wondering if you could double click on feedback from each of those cohorts and how should we think about potential revenue synergy and dissynergy associated with that?

Yes, Adam, thank you for the question. So, what I want to first start off with is the positive feedback is from what we classify as our four main constituents: our associates, our customers, our vendors, and our shareholders. So, since our announcement, we have received, again, positive feedback and recognition from all four categories, if you will. Specific to your question regarding our customers and our vendors. So, our customers are positive because they see us having a larger platform to service all their needs. SYNNEX prior to the merger, more of a niche from a vendor perspective and a geography perspective. But combined with Tech Data, build a service customers with all products sets and all geographies. So very, very positive and consistent feedback from that customer set as a result. From a vendor side, again, positive feedback from the fact that we'll have, again a global platform to service vendor needs wherever they want to sell their product. And as important, we'll be combined and able to consolidate our investments to invest where their business is going, either an as-a-service, cloud, or any other next-gen IT products.

Okay. And I guess I just asked because when Tech Data acquired Avnet TS, one of their main competitors talked about $300 million or so share shift as both customers were seeking to diversify. I'm just wondering if investors should expect, obviously, the long-term makes a lot of sense, but near-term are there expectations for the synergies to the tune of that sort of magnitude?

Adam, our expectation is to grow the combined business. And we know through every acquisition prior and we expect through this acquisition. When we service your customer and your vendor partners, well, you get more business, not less, and that's our expectation for this transaction.

Got it. And just as a follow-up, you talked about how a little bit of integration work that you've been able to do so far supports the strategic rationale behind this. Just wondering if you can also maybe double click on that comment, particularly any color on -- from a system standpoint, how you're potentially going to decide which will go on a SYNNEX home phone system versus updated SAP workflow integration would be helpful. Thank you.

Sure, Adam. Thanks. So, I want to emphasize, during this period, there's only so much we can do. But the discussions we've able to have, again, reiterate and support our thesis for this transaction. Again, for the four constituents I talked about before. We also talked about how culturally, it was important for the two teams to come together, that's been solidified, as we've had discussions with our co-workers at Tech Data going forward. So, very, very happy about the cultural aspects that are going forward. And also to your point about the benefits of the merger from potential cross sell and other aspects, good ideas are coming out from those discussions as well. But I have to emphasize all preliminary, we need to close this transaction and get together and at that point time, I know we'll see all the benefits that we talked about back in March.

Got it. Thank you very much.

Thank you.

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

Thank you. Good afternoon. I wanted to drill down a little bit more on your commentary regarding the demand picture. It sounds like it’s fairly robust across the board, specifically client devices and PCs. Could you talk about frankly you’re seeing SMB? I mean is there -- the education market continuing to be strong, do you still see legs to that PC cycle? And then on the infrastructure side, I know last quarter you started to see a little bit of a pickup in on-prem infrastructure spending. Are you continuing to see that and is that factored into your guidance?

Hi Matt. Thanks for the question. Yes, so you talked about three categories there of our business and all three are positive, which is great to be experiencing right now. Specifically, you called out SMB. Certainly that was one of the more challenged areas of our business this time last year as a result of the pandemic and it was frankly, from our perspective, a slower recovery. But in the past few quarters, especially Q2, we really saw a real strong come back for the SMB environment. So, very encouraged by that and we’re hopeful that it continues throughout the rest of the year and beyond. Regarding state and local and fed business and specific to your educational comment, I called out in our prepared remarks public sector was very strong. That includes the education part of our business and we don’t see that business really changing too much in the coming months and quarters. It is affected by the supply chain challenges, so we have to factor that. But overall, our public sector business is very good. And then your last point was about enterprise spending, again, another area that was hit very hard. Q2 of this year was another quarter that was better than the last quarter. There is still not year-over-year growth across all of our enterprise products, but we’re starting to see growth in some of them and overall just the -- that sector of our business had another positive incremental growth than the prior quarters from the pandemic time.

Okay, great. That was very helpful. And then on my follow-up regarding your guidance on revenue and net income backing into the gross and operating margin, it looks like both will be up sequentially and back to or near the levels they were a couple of quarters ago. Is that a function of mix issues as well, the benefit of mix or anything else going on there?

Yes, Matt, you’re exactly right. We see mix played a part in Q2 and we also see mix probably benefiting some of those margin improvements heading into Q3.

Yes, Matt, I would just add, we’re still not at a point where everything is normal in our business and obviously normal from a pandemic standpoint. But as Marshall said, the mix and the business is definitely on the pathway towards that and our Q3 guidance is another step forward.

Understood. Okay. Thanks so much.

Next question from the line of Ananda Baruah of Loop Capital. Your line is open.

Yes. Thanks a lot. I appreciate it. Thanks guys for taking the question and congrats on the strong execution and solid results. Yes, I guess the first one in my queue, it sounds like you guys are anticipating the IT spending environment to continue to strengthen. And so I guess the first question is, are you seeing the component environment tighten further as well? And then I have a quick follow-up. Thanks.

Sure Ananda, this is Dennis. So, yes, we -- as we talked about in the prepared remarks, we are encouraged by IT demand overall. We talk about a lot that when companies and businesses and even individuals invest in technology product, they often get strong returns and we think that’s only going to continue going forward as digital transformation and other investments are made by businesses. So, we’re definitely positive about the marketplace that we’re in right now. Specific to your question about components and are they part of the supply chain challenges and tightening that we talked about. Yes, we definitely include components in that category.

Okay. And then just the PC business in general, it sounds like you guys are continuing to get really good demand and you sound sort of ongoingly optimistic about it. Some of the monthly data that’s come out of Taiwan, the OEM data has been choppy April to May. Do you see any -- I guess the question is are you seeing any change sort of in the cadence of demand from PCs in general? That’s it. I appreciate it. Thanks.

Sure. Thank you. At this point in time, really nothing significant to call out from a cadence perspective. We’re obviously balancing our comments today against the supply chain challenge we talked about and obviously, receiving product and getting to our customers. So, that’s a factor. But if you’re talking about just overall demand, no we feel good about overall demand right now and don’t expect any change certainly in the quarter that we’re guiding to today.

That’s really helpful. Thank you, guys. I appreciate it.

Thank you.

Next question from the line of Shannon Cross of Cross Research. Your line is open.

Thank you very much. I was curious, pricing, I realize you passed through pricing. But I’m wondering what you’re seeing in terms of price increases from some of your partners. And if you’re seeing any hesitancy from a customer perspective due to elasticity of demand and I’m thinking more on the IT hardware side. And then, I’m curious like from a component perspective just are there any timing issues we need to think about within Hive that might impact you given some of the expected increases in commodity prices. And then I have a follow up. Thank you.

Hi, Shannon. This is Dennis. So, I’ll take in reverse order. From a Hive standpoint, no, do not seen any challenges necessarily from a pricing standpoint that will affect any aspect of the demand in our business -- for that segment of our business. As far as your overall question, certainly we’re in an environment where pricing is increasing more than not. But we have not seen any major issues as far as the continuation of our sales cycles and working with our reseller customers with their end customers such that it would hurt demand, if you will, in any way.

Okay. And then it may be a bigger picture question. I know, we’ve talked a lot about revenue guidance and how you’re thinking about it. And I know you gave us the parameters of what to think about with regard to supply chain challenges. But given how much you have exceeded expectations for last few quarters, maybe if you could just walk through some of the puts and takes that you’re thinking about as you put together your guidance for the quarter that are beyond that I think you said $150 million, $200 million on the supply chain side just so we can have an idea of things to look for that could potentially lead to upside given you mentioned conservative several times in the script. Thank you.

Thanks Shannon. So, I’ll start off with number one what you just talked about, we have about $150 million to $200 million of reduction in our forecast because of our conservatism on the supply chain challenges. That’s number one. Number two, we talk about the fact that for our manufacturing business internally we have a forecast that has a low and a high. We always take the low end and factor that into the numbers we guide to today with you because of the fact that that business is very unpredictable. We use the term lumpy, hard to predict. And so it always makes sense to guide to the low end and enjoying the benefit of performance above that. So, that’s a factor that I think is important for investors to know and that’s something we’ve been calling out for some time now. The third is just overall conservatism in our business. We want to make sure we perform well and hit our metrics. And so whenever we look at our numbers before we bring them to you and our investors, we obviously, put a little bit of a discount on that, just to make sure that when we produce our numbers at the end of the quarter, we meet them.

Okay. Thank you.

Thank you.

Okay. And at this time there are no more questions. I will turn the call back to Dennis Polk for closing remarks.

Very good. Thank you. In closing, I want to thank the SYNNEX team for their dedication and efforts. We have ongoing confidence in our business and look forward to the eventual combination with Tech Data. Stay well. Thank you.

Thank you. And that concludes today's conference. Thank you everyone for participating. You may now disconnect.