Borrowings | Borrowings consist of the following: As of November 30, 2018 2017 SYNNEX United States accounts receivable securitization arrangement $ 615,000 $ 288,400 SYNNEX Canada accounts receivable securitization arrangement — 19,389 SYNNEX Japan credit facility - revolving line of credit component 20,268 52,426 Westcon-Comstor North America revolving line of credit facility — 220,241 Westcon-Comstor Latin America revolving lines of credit facilities — 78,407 Concentrix India revolving lines of credit facilities — 12,000 SYNNEX United States credit agreement - current portion of term loan component 60,000 60,000 SYNNEX United States term loan credit agreement - current portion 58,125 — SYNNEX Japan credit facility - current portion of term loan component — 53,314 Convertible debentures 69,762 — Other borrowings 10,061 21,294 Borrowings, current $ 833,216 $ 805,471 SYNNEX United States credit agreement - term loan component 1,080,000 1,140,000 SYNNEX United States term loan credit agreement 1,491,875 — SYNNEX Japan credit facility - term loan component 61,685 — Other term debt 541 569 Long-term borrowings, before unamortized debt discount and issuance costs $ 2,634,101 $ 1,140,569 Less: unamortized debt discount and issuance costs (11,319 ) (4,480 ) Long-term borrowings $ 2,622,782 $ 1,136,089 SYNNEX United States accounts receivable securitization arrangement In the United States, the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S. AR Arrangement”). Prior to the amendment described in this paragraph, under the terms of the U.S. AR Arrangement, the Company’s subsidiary that is the borrower under this facility could borrow up to a maximum of $600,000 based upon eligible trade accounts receivable denominated in United States Dollars. In addition, the U.S. AR Arrangement included an accordion feature to allow requests for an increase in the lenders' commitment by an additional $120,000. In May 2018, the U.S. AR Arrangement was amended to increase the maximum borrowing amount to $850,000 and the accordion feature was increased to $150,000. The amendment also extended the expiration date of the U.S. AR Arrangement from November 2019 to May 2020. The effective borrowing cost under the U.S. AR Arrangement is a blended rate based upon the composition of the lenders that includes prevailing dealer commercial paper rates and a rate based upon LIBOR, provided that LIBOR shall not be less than zero. In addition, a program fee of 0.75% per annum based on the used portion of the commitment, and a facility fee of 0.35% per annum is payable on the adjusted commitment of the lenders. Under the terms of the U.S. AR Arrangement, the Company and two of its U.S. subsidiaries sell, on a revolving basis, their receivables (other than certain specifically excluded receivables) to a wholly-owned, bankruptcy-remote subsidiary. The borrowings are funded by pledging all of the rights, title and interest in and to the receivables acquired by the Company's bankruptcy-remote subsidiary as security. Any amounts received under the U.S. AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets. SYNNEX Canada accounts receivable securitization arrangement In Canada, the Company has an accounts receivable securitization program to provide additional capital for its operations. Prior to the amendment described in this paragraph, under the terms of this program with a bank, SYNNEX Canada Limited (“SYNNEX Canada”) could borrow up to CAD65,000, or $48,913, in exchange for the transfer of eligible trade accounts receivable, on an ongoing revolving basis through May 10, 2020. The program included an accordion feature to allow a request to increase the bank's commitment by an additional CAD25,000, or $18,813. In May 2018, the agreement was amended to increase the bank's purchase commitment to CAD100,000, or $75,250. The accordion feature was amended to allow requests to increase the bank's commitment by up to an additional CAD50,000, or $37,625. Any amounts received under this arrangement are recorded as debt on the Company's Consolidated Balance Sheets and are secured by pledging all of the rights, title and interest in the receivables transferred to the bank. The effective borrowing cost is based on the weighted average of the Canadian Dollar Offered Rate plus a margin of 2.00% per annum and the prevailing lender commercial paper rates. In addition, SYNNEX Canada is obligated to pay a program fee of 0.75% per annum based on the used portion of the commitment. SYNNEX Canada pays a fee of 0.40% per annum for any unused portion of the commitment up to CAD60,000, or $45,150 , SYNNEX Japan credit facility SYNNEX Infotec had a credit agreement with a group of financial institutions for a maximum commitment of ¥14,000,000, or $123,370 which was set to expire in November 2018. The credit facility was comprised of a ¥6,000,000, or $52,873, term loan and a ¥8,000,000, or $70,497, revolving credit facility. In November 2018, SYNNEX Infotec entered into a credit agreement with a group of banks for a maximum commitment of ¥15,000,000 or $132,182 to replace the expiring credit facility. The new credit agreement is comprised of a JPY7,000,000, or $61,685, term loan and a JPY 8,000,000, or $70,497, revolving credit facility. The interest rate for the term loan and revolving credit facility is based on the Tokyo Interbank Offered Rate, plus a margin, which is based on the Company’s consolidated leverage ratio, and currently equals 0.70% per annum based on the Company's consolidated current leverage ratio. The unused line fee on the revolving credit facility is currently 0.10% per annum based on the Company's consolidated current leverage ratio. The term loan can be repaid at any time prior to the expiration date without penalty. The Company has guaranteed the obligations of SYNNEX Infotec under this facility. Westcon-Comstor North America revolving line of credit facility In connection with the acquisition of Westcon-Comstor Americas on September 1, 2017, the Company assumed a syndicated bank credit facility of some of the North American subsidiaries the Company acquired, comprising a $350,000 commitment for a revolving credit facility, maturing in January 2021. In May 2018, as a result of its integration activities, the Company terminated this facility. Interest on the Westcon-Comstor North America facility was based on LIBOR, plus a margin which could range from 1.25% to 1.75%, or an index rate, plus a margin which could range from 0.25% to 0.75%, at the borrowers option, and a commitment fee of 0.20%. Westcon-Comstor Latin America revolving lines of credit facilities In connection with the acquisition of Westcon-Comstor Americas on September 1, 2017, the Company also assumed credit facilities of some of the Central and South American subsidiaries the Company acquired (the "Westcon-Comstor LATAM facilities"). The Westcon-Comstor LATAM facilities maintained with financial institutions in the respective countries are denominated in the local currency of such countries or United States Dollars and aggregate to $69,475 in revolving commitments, after termination of certain facilities by the Company during fiscal year 2018. A $40,000 revolving credit facility matures in February 2020. The remaining Westcon-Comstor LATAM facilities aggregating $29,475 in revolving commitments mature in one year or less. The Company guarantees the obligations under these credit facilities. The terms of borrowing under these lines of credit vary from country to country, depending on local market conditions, and the interest rates range from 4.90% to 12.74%. Concentrix India revolving lines of credit facilities The Company's Indian subsidiaries have credit facilities with a financial institution to borrow up to an aggregate amount of $22,000. The interest rate under these facilities is the higher of the bank's minimum lending rate or LIBOR, plus a margin of 0.9% per annum. The Company guarantees the obligations under these credit facilities. These credit facilities can be terminated at any time by the Company’s Indian subsidiaries or the financial institution. SYNNEX United States credit agreement In the United States, the Company has a senior secured credit agreement (as amended, the "U.S. Credit Agreement") with a group of financial institutions. The U.S. Credit Agreement includes a $600,000 commitment for a revolving credit facility and a term loan in the original principal amount of $1,200,000. The Company may request incremental commitments to increase the principal amount of the revolving line of credit or term loan by $500,000, plus an additional amount which is dependent upon the Company's pro forma first lien leverage ratio, as calculated under the U.S. Credit Agreement. The U.S. Credit Agreement matures in September 2022. The outstanding principal amount of the term loan is repayable in quarterly installments of $15,000, with the unpaid balance due in full on the September 2022 maturity date. Interest on borrowings under the U.S. Credit Agreement can be based on LIBOR or a base rate at the Company's option, plus a margin. The margin for LIBOR loans ranges from 1.25% to 2.00% and the margin for base rate loans ranges from 0.25% to 1.00%, provided that LIBOR shall not be less than zero. The base rate is a variable rate which is the highest of (a) the Federal Funds Rate, plus a margin of 0.5%, (b) the rate of interest announced, from time to time, by the agent, Bank of America, N.A., as its “prime rate,” and (c) the Eurodollar Rate, plus 1.0%. The unused revolving credit facility commitment fee ranges from 0.175% to 0.30% per annum. The margins above the applicable interest rates and the revolving commitment fee for revolving loans are based on the Company’s consolidated leverage ratio, as calculated under the U.S. Credit Agreement. 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 on a pari passu basis with the interests of the lenders under the U.S. Term Loan Credit Agreement (defined below) pursuant to an intercreditor agreement and are guaranteed by certain of the Company's United States domestic subsidiaries. There were no borrowings outstanding under the revolving credit facility as of either November 30, 2018 or 2017. SYNNEX United States term loan credit agreement In order to fund the Convergys acquisition (See Note 3 On June 28, 2018, the Company had entered into a debt commitment letter (the “Debt Commitment Letter”), with certain financial institutions, to provide a 364-day senior secured term loan facility in an aggregate principal amount of up to $3,570,000 to fund the Convergys acquisition, refinance the U.S. Credit Agreement should the lenders thereunder not have permitted the incurrence of debt in connection with the acquisition, and to pay the costs and expenses related to the acquisition. The Debt Commitment Letter was terminated in August 2018 upon entering into the U.S. Term Loan Credit Agreement and obtaining an amendment from the lenders under the U.S. Credit Agreement to permit the U.S. Term Loan Credit Agreement. SYNNEX Canada revolving line of credit SYNNEX Canada has an uncommitted revolving line of credit with a bank under which it can borrow up to CAD35,000, or $26,338. Borrowings under the facility are secured by eligible inventory and bear interest at a base rate plus a margin ranging from 0.50% to 2.25% depending on the base rate used. The base rate could be a Banker's Acceptance Rate, a Canadian Prime Rate, LIBOR or U.S. Base Rate. During the fourth quarter of fiscal year 2018, the facility was amended to increase the maximum borrowing amount to CAD50,000, or $37,625. As of both November 30, 2018 and 2017, there were no borrowings outstanding under this credit facility. Convertible Debentures In connection with the Convergys acquisition on October 5, 2018, Convergys was merged into Concentrix CVG and Concentrix CVG became obligor under , such as the acquisition. and , could settled in in the same in the acquisition The Company determined that the embedded conversion feature included in the Convertible Debentures required liability treatment because a portion was , and was in Other borrowings and other term debt Other borrowings and term debt include lines of credit with financial institutions at certain locations outside the United States, factoring of accounts receivable with recourse provisions, capital leases, building mortgage and book overdrafts. As of November 30, 2018, commitments for revolving credit aggregating $30,204. Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions. Borrowings under these facilities are guaranteed by the Company or secured by accounts receivable. In connection with the Convergys acquisition, the Company caused certain revolving debt facilities of Convergys to be repaid. These facilities were terminated on the acquisition date and the outstanding amount of $195,421 was repaid with funds from the initial draw of the U.S. Term Loan Credit Agreement described above. The maximum commitment amounts for local currency credit facilities have been translated into United States Dollars at November 30, 2018 exchange rates. Future principal payments As of November 30, 2018, future principal payments under the above loans are as follows: Fiscal Years Ending November 30, 2019 $ 833,217 2020 137,740 2021 199,409 2022 1,037,577 2023 1,259,375 $ 3,467,318 Interest expense and finance charges The total interest expense and finance charges for the Company’s borrowings were $92,899, $47,367 and $31,130, respectively, for fiscal years 2018, 2017 and 2016. The variable interest rates ranged between 0.58% and 12.74%, between 0.58% and 15.13% and between 0.73% and 4.00% in fiscal years 2018, 2017 and 2016, respectively. Covenant compliance The Company's credit facilities have a number of covenants and restrictions that, among other things, require the Company to maintain specified financial ratios and satisfy certain financial condition tests. 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. As of November 30, 2018, the Company was in compliance with all material covenants for the above arrangements. |