BORROWINGS: | 9 Months Ended |
Aug. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Borrowings | ' |
BORROWINGS: |
Borrowings consist of the following: |
|
| | | | | | | |
| As of |
| August 31, 2014 | | 30-Nov-13 |
SYNNEX U.S. securitization | $ | 466,300 | | | $ | 144,000 | |
|
SYNNEX U.S. credit agreement | 362,188 | | | — | |
|
SYNNEX Canada term loan and revolver | 59,576 | | | 7,419 | |
|
SYNNEX Infotec credit facility | 77,832 | | | 136,679 | |
|
Other borrowings and capital leases | 34,906 | | | 29,830 | |
|
Total borrowings | 1,000,802 | | | 317,928 | |
|
Less: Current portion | (726,201 | ) | | (252,523 | ) |
Non-current portion | $ | 274,601 | | | $ | 65,405 | |
|
SYNNEX U.S. securitization |
The Company's subsidiary, which is the borrower under the U.S Arrangement, can borrow up to a maximum of $500,000 under its U.S. Arrangement, secured by U.S. Receivables. See Note 9—Accounts Receivable Arrangements. The effective borrowing cost under the U.S. Arrangement is a blended rate that includes the prevailing dealer commercial paper rates and LIBOR, plus a program fee on the used portion of the commitment and a facility fee payable on the aggregate commitment. As of August 31, 2014 and November 30, 2013, the outstanding balances under the U.S. arrangement were $466,300 and $144,000, respectively. |
SYNNEX U.S. credit agreement |
In November 2013, the Company entered into a senior secured credit agreement (the “U.S. Credit Agreement”) which is comprised of $275,000 in a revolving credit facility and a term loan in an aggregate principal amount not to exceed $225,000 The Company may request incremental commitments to increase the principal amount of revolving loans or term loans available under the U.S. Credit Agreement up to $125,000. The U.S. Credit Agreement matures in November 2018. |
Interest on borrowings under the Credit Agreement can be based on LIBOR or a base rate at the Company's option. Loans borrowed under the U.S. Credit Agreement bear interest, in the case of LIBOR loans, at a per annum rate equal to the applicable LIBOR, plus a margin which may range from 1.75% to 2.25%, based on the Company's consolidated leverage ratios, as determined in accordance with the U.S. Credit Agreement. Loans borrowed under the Credit Agreement that are not LIBOR loans, and are instead base rate loans, bear interest at a per annum rate equal to (i) the greatest of (A) the Federal Funds Rate plus a margin of 1/2 of 1.0%, (B) LIBOR plus 1.0% per annum, and (C) the rate of interest announced, from time to time, by the agent, Bank of America, N.A, as its “prime rate,” plus (ii) a margin which may range from 0.75% to 1.25%, based on the Company's consolidated leverage ratios as determined in accordance with the U.S. Credit Agreement. |
When drawn, the outstanding principal amount of the long-term loan will be repayable in quarterly installments, in an amount equal to (a) for each of the first eight calendar quarters ending after the term loan is made, 1.25% of the initial principal amount of the term loan, (b) for each calendar quarter ending thereafter, 2.50% of the initial principal amount of the term loan and (c) on the November 2018 maturity date of the term loan, the outstanding principal amount of the term loan. The Company’s obligations under the U.S. Credit Agreement are secured by substantially all of the parent company’s and its United States domestic subsidiaries’ assets and are guaranteed by certain of its United States domestic subsidiaries. |
There were $222,188 borrowings outstanding under the term loan component of the U.S. Credit Agreement and $140,000 borrowings outstanding under the secured revolver as of August 31, 2014. In addition, there was $1,500 outstanding as of August 31, 2014 in standby letters of credit under the U.S. Credit Agreement. There were no borrowings outstanding under the U.S. Credit Agreement as of November 30, 2013. |
SYNNEX Canada revolving line of credit |
SYNNEX Canada Limited ("SYNNEX Canada") has a revolving line of credit arrangement with a financial institution (the “Canadian Revolving Arrangement”) which has a maximum commitment of CAD100,000 and includes an accordion feature to increase the maximum commitment by an additional CAD25,000 to CAD125,000, at SYNNEX Canada's request. The Canadian Revolving Arrangement also provides a sublimit of US$5,000 for the issuance of standby letters of credit. As of both August 31, 2014 and November 30, 2013, there were no of letters of credit outstanding. |
SYNNEX Canada has granted a security interest in substantially all of its assets in favor of the lender under the Canadian Revolving Arrangement. In addition, the Company pledged its stock in SYNNEX Canada as collateral for the Canadian Revolving Arrangement. The interest rate applicable under the Canadian Revolving Arrangement is equal to (i) the Canadian base rate plus a margin of 0.75% for a Base Rate Loan in Canadian Dollars, (ii) the US base rate plus a margin of 0.75% for a Base Rate Loan in U.S. Dollars, and (iii) the Bankers' Acceptance rate ("BA") plus a margin of 2.00% for a BA Rate Loan. The Canadian base rate means the greater of (a) the prime rate determined by a major Canadian financial institution and (b) the one month Canadian Dealer Offered Rate ("CDOR") (the average rate applicable to Canadian Dollar bankers' acceptances for the applicable period) plus 1.50%. The US base rate means the greater of (a) a reference rate determined by a major Canadian financial institution for US dollar loans made to Canadian borrowers and (b) the US federal funds rate plus 0.50%. A fee of 0.25% per annum is payable with respect to the unused portion of the commitment. The credit arrangement expires in May 2017. As of August 31, 2014, CAD57,500 or $52,859 was outstanding under the Canadian Revolving Arrangement and there were no borrowings outstanding as of November 30, 2013. |
SYNNEX Canada term loan |
SYNNEX Canada has a term loan associated with the purchase of its logistics facility in Guelph, Canada. The interest rate for the unpaid principal amount is a fixed rate of 5.374% per annum. The final maturity date for repayment of the unpaid principal is April 1, 2017. The balances outstanding on the term loan as of August 31, 2014 and November 30, 2013 were $6,717 and $7,419, respectively. |
SYNNEX Infotec credit facility |
SYNNEX Infotec has a credit agreement with a group of financial institutions for a maximum commitment of JPY14,000,000. The credit agreement is comprised of a JPY6,000,000 long-term loan and a JPY8,000,000 short-term revolving credit facility. SYNNEX Infotec’s obligations under this credit facility are secured by liens on certain of its assets. The interest rate for the long-term and short-term loans is based on the Tokyo Interbank Offered Rate ("TIBOR") plus a margin that was 1.90% per annum. In December 2013, the Company amended the credit agreement to lower this margin to 1.40% per annum. The unused line fee on the revolving credit facility was 0.50% per annum. In December 2013, the Company amended this credit agreement to lower this fee to 0.10% per annum. This credit facility expires in December 2016. As of August 31, 2014 and November 30, 2013, the balances outstanding under the credit facility were $77,832 and $136,679, respectively. The long-term loan can be repaid at any time prior to expiration date without penalty. The Company has issued a guarantee to cover up to 110% of the outstanding principal amount obligations of SYNNEX Infotec to the lenders. |
Other borrowings and capital leases |
In September 2013, SYNNEX Infotec established a short-term revolving credit facility of JPY2,000,000 with a financial institution. The interest rate for the credit facility is based on TIBOR plus a margin of 0.50% per annum. In addition, there is a facility fee of 0.425% per annum. The credit facility can be renewed annually. As of August 31, 2014 and November 30, 2013, the balances outstanding under this credit facility were $19,216 and $19,526, respectively. |
SYNNEX Infotec has a short-term revolving credit facility of JPY1,000,000 with a financial institution. The credit facility can be renewed annually and bears an interest rate that is based on TIBOR plus a margin of 1.20% per annum. As of August 31, 2014 and November 30, 2013, the balances outstanding under this credit facility were $9,608 and $9,763, respectively. |
As of August 31, 2014 and November 30, 2013, the Company also had $6,082 and $541, respectively, in outstanding capital lease obligations and obligations for the sale and financing of approved accounts receivable and notes receivable with recourse provisions to SYNNEX Infotec. |
Future principal payments |
Future principal payments under the above loans and capital leases as of August 31, 2014 are as follows: |
| | | | |
| | | | | | | |
Fiscal Years Ending November 30, | | | | | |
2014 | $ | 717,114 | | | | | |
| | | |
2015 | 12,098 | | | | | |
| | | |
2016 | 17,670 | | | | | |
| | | |
2017 | 80,975 | | | | | |
| | | |
2018 | 169,616 | | | | | |
| | | |
Thereafter | 3,329 | | | | | |
| | | |
| $ | 1,000,802 | | | | | |
| | | |
Interest expense and finance charges |
The total interest expense and finance charges for the Company's borrowings were $8,252 and $20,553 for the three and nine months ended August 31, 2014, respectively, and $3,623 and $15,936 for the three and nine months ended August 31, 2013, respectively. Interest expense for the nine months ended August 31, 2013 includes non-cash interest expense of $2,314 for the 4.0% Convertible Senior Notes (the "Convertible Senior Notes"). The variable interest rates ranged between 0.55% and 4.25% during both the three and nine months ended August 31, 2014, respectively, and between 0.64% and 4.08% during both the three and nine months ended August 31, 2013, respectively. |
Covenants compliance |
In relation to the U.S. Arrangement, the U.S. Credit Agreement, the Revolver, the Canadian Revolving Arrangement and the SYNNEX Infotec credit facility, the Company has a number of covenants and restrictions that, among other things, require the Company to comply with certain financial and other covenants. These covenants require the Company to maintain specified financial ratios and satisfy certain financial condition tests, including minimum net worth and fixed charge coverage ratios. The covenants also limit the Company’s ability to incur additional debt, make or forgive intercompany loans, pay dividends and make other types of distributions, make certain acquisitions, repurchase the Company’s stock, create liens, cancel debt owed to the Company, enter into agreements with affiliates, modify the nature of the Company’s business, enter into sale-leaseback transactions, make certain investments, enter into new real estate leases, transfer and sell assets, cancel or terminate any material contracts and merge or consolidate. |
Guarantees |
The Company has issued guarantees to certain vendors, customers and lenders of its subsidiaries for trade credit lines and loans, and to a customer's lessor. In addition, the Company, as the ultimate parent, guaranteed the obligations of SYNNEX Investment Holdings Corporation up to $35,035 in connection with the sale of China Civilink (Cayman), which operated in China as HiChina Web Solutions, to Alibaba.com Limited. The total guarantees issued by the Company as of August 31, 2014 and November 30, 2013 were $361,811 and $364,744, respectively. The Company is obligated under these guarantees to pay amounts due should its subsidiaries or customer not pay valid amounts owed to their vendors or lenders or not comply with subsidiary sales agreements. |