TD SYNNEX Corporation

Good morning, my name is Misty and I will be your conference operator today. I would like to welcome everyone to the TD, the next third 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 speaker's 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 Morelli, head of investor relations. Liz, you may begin. Thank you, and good morning to everyone. Thank you for joining us for today's call. With me today are Rich Hume, 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 merger to our various stakeholders i.t spending demand supply expenses 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 8K we filed today, and in the Risk Factors section of our Form 10K 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 the related Form 8K available on our Investor Relations website, ir.sinex.com. This conference call is the property of TD Cinex and may not be recorded or rebroadcast without our permission. I will now turn the call over to Marshall. Marshall?

Thanks, Liz, and thanks to everyone who's joined us today for the call. I will begin today by reviewing the legacy Cinex results and drivers for the fiscal third quarter ended August 31st. Given our merger close date is September 1st, All discussion and outlook for fiscal Q4 reflects a full quarter of combined TD FinEx, and we will continue to use the FinEx fiscal year end on November 30th going forward. Moving to the legacy FinEx fiscal Q3 results, I'd like to point out that year-over-year comparisons I will reference today are impacted by both the unusually strong performance we experienced a year ago given the rapid adoption of work and learn-from-home trends during the pandemic and the supply constraints currently impacting our industry. Revenue came in at $5.2 billion, reflecting a slight decline from the prior year due to ongoing industry supply chain constraints. As we indicated during our June earnings call, we expected the impact from these constraints to fiscal Q3 revenue would be $150 to $200 million. While demand in the quarter continued to be very strong, the impacts from the industry supply chain shortages were higher than anticipated. While it's difficult to quantify with precision, we believe the impact to our Q3 revenue most likely came in between $200 and $300 million. Demand in the quarter continued to be robust and fairly broad-based, and we saw particular strength in commercial software, networking, security, and notebooks. Our manufacturing business results were consistent with expectations. Gross profit of $313 million increased $15 million or 5% compared to the prior year and gross margin was 6% up from 5.6% in the prior year. Total adjusted SG&A expense was $144 million down 3% year-over-year and represented 2.8% of revenue. Non-GAAP operating income was $168 million and improved by $20 million or 13% versus the prior year. And non-GAAP operating margin was 3.23% of 43 basis points year over year. Q3 interest expense and finance charges were $26 million and the effective tax rate was 25%. Interest expense was higher due to the pre-funding of $2.5 billion of bonds on August 9th. Total non-GAAP income from continuing operations was $112 million, up $15 million, and improved by 15% over the prior year. And non-GAAP diluted EPS from continuing operations was $2.14, up from $1.88 in the prior year. Now turning to the balance sheet, we ended the quarter with cash and cash equivalents of $4.05 billion and debt of $4.03 billion. which also reflects $2.5 billion of bonds related to merger, which I spoke to previously. Accounts receivable totaled approximately $2.2 billion, down 20% year-over-year, and inventories totaled approximately $2.9 billion, up 7% from the prior year. Our cash conversion cycle for the third quarter was 32 days and improvement by one day from the prior year. Cash used in operations was approximately $56 million in the quarter. We are pleased to report that our board of directors has approved a quarterly cash dividend of 20 cents per common share for the current quarter. The dividend is expected to be paid on October 29th, 2021 to stockholders of record as of the close of business on October 15th, 2021. Now, moving to our outlook for fiscal Q4, which is reflective of the combined TD Cenex company. Total revenue is expected to be in the range of $15 billion to $16 billion. Distribution revenue is expected to grow low to mid-single digits year over year and in line with historical seasonal trends quarter over quarter, despite a supply chain headwind of approximately 4%. Our manufacturing business is expected to decline year over year due to a strong performance in Q4 of fiscal 2020. This business is lumpy and is also experiencing supply chain constraints. Our approach remains consistent with prior guidance, which is that we guide towards the lower end of expected outcomes for the manufacturing business. Non-GAAP net income is expected to be in the range of $242 million to $272 million, and non-GAAP diluted EPS is expected to be in the range of $2.50 to $2.80 per diluted share, on a weighted average share's outstanding basis of approximately $96.2 million. Non-GAAP interest expense is expected to be approximately $40 million, and we expect non-GAAP tax rate to be approximately 25%. Please note that these statements regarding our expectations for our fiscal fourth quarter 2021 are forward-looking and that our results may differ materially. I will now turn the call over to Rich.

Thank you, Marshall, and good morning, everyone, and thank you for joining us today. We've certainly accomplished a lot in the last six months, I am privileged to join you today on behalf of the new TD Cynics and our more than 22,000 coworkers around the world. Since our official day one earlier this month, we've been hard at work rolling out our new organizational structure and laying the groundwork for our future combined company. We've announced our executive leadership team comprised of seasoned leaders from both legacy companies. And thanks to our robust planning and integration efforts, we have hit the ground running on post-Day 1 goals and objectives. However, we have much to do, and I look forward to sharing updates with you as we progress. We are energized by the positive feedback from our customers and vendors and are well positioned to raise the bar on the value we provide to our partners. Those opportunities are reflected in our new name and logo. Our new name, TD Cinex, reflects and preserves the longstanding legacies of our two great companies. Our logo, the Nautilus, is a symbol of growth, expansion, and renewal. For us, we expect growth and expansion will occur in many dimensions, including the growth of our business and our partner relationships. We also announced our new shared purpose, mission, vision, and values for our coworkers, many of whom I have gotten the opportunity to get to know better in this past month. With each meeting, I come away even more impressed with their collective talent, motivation, and commitment to excellence. Although still largely working remotely, We are united behind our vision of connecting the global IT ecosystem and unlocking its potential for all. As we enter our fiscal Q4, we have much to be optimistic about. Our role in the IT industry continues to increase in importance. Our products and services portfolio is tied to some of the highest growth technology markets, such as cloud, security, big data and analytics, Internet of Things, mobility, and everything as a service. As TD Cinex, we have an incremental opportunity to offer our expanded portfolio to our more than 150,000 customers and expand globally as we bring our enhanced portfolio to the markets that we serve. From a macroeconomic perspective, we are maintaining a sense of cautious optimism as the recovery from our global pandemic continues to be uneven by geography and industry. For our industry in particular, we believe in the long-term drivers for IT spending, but continue to see a supply-constrained environment for at least the next few quarters. For Q4, as Marshall noted, the distribution business is robust and on track for a normal seasonality from a sequential perspective and low to mid single-digit growth year over year. We see strong demand across PC ecosystem products, advanced solutions, and next-generation technologies. We continue to see a significant backlog level on a combined basis, We estimate this impact to represent an approximate 4% headwind to revenue, though we still believe in a robust demand picture based on discussions with our vendor partners and customers. From a merger perspective, we are on track and committed to achieving $100 million of cost synergies and a 25% non-GAAP EPS accretion over the next 12 months. We are optimistic that we can exceed our year one accretion targets. As I mentioned at the beginning of my remarks today, now the real work begins. We are primed and ready for the task of integrating our two great companies and will leverage our wealth of experience in this area. As we contemplate changes and come to decisions on our integration journey, Our focus is on establishing and maintaining a superior experience for our customers and vendor partners. Among our top objectives is the harmonization of various IT systems, applications, and tools in the Americas. In closing, I'd like to thank all my TD Cinex coworkers for their dedication and focus during the lead up to our merger close and for their spirit of collaboration and participation as we move forward together. The opportunities ahead of us are boundless. I look forward to meeting with our investors and analysts in the coming months. sharing our vision of the future of the IT ecosystem and keeping you updated on our integration progress. We will now take questions. Operator?

At this time, if you would like to ask a question, press star 1 on your telephone keypad. Again, that is star number 1. Your first question comes from the line of Adam Tindall with Raymond James.

Okay, thanks. Good morning, and congrats on closing the deal. I just wanted to start with some of the guidance that we're getting here, first on revenue in Q4. So I looked at the 8K, and thanks for giving that historical tech data information. I think tech data was about $11 billion of revenue in Q4 of last year. We know Cinex Core was $6 billion. So combined, $17 billion. But if we look at the guidance, it's $15.5 billion at the midpoint. Just wondering what I'm missing here. I know you talked about some of the changes in Hive and Tuck comps, but it's hard to explain the full delta based on that. Maybe you can touch on any disk synergies that you're learning about at the vendor or customer level, if any.

Hey, Adam. This is Marshall. I'll start, and then Rich can chime in. Yeah, we're happy to provide that, AK. Keep in mind that those quarters, legacy tech data, are not our quarters in regards to November 2021. year-end measurement. So depending on which quarter you pick, you will get a different outcome. I'd focus on Rich's comments around Q4 and the seasonal discussion and year-over-year discussions on growth rates. I think that's where you should focus on. In my prepared remarks, I did discuss Hive and its impact on Q3 and Q4. It's down year-over-year. That's probably one of the elements that could be skewing the overall relationship. But fundamentally, from a distribution standpoint, the relationships are sound and pretty typical of what we've seen in the past.

Yeah, it's Rich. Adam, good morning. I hope you're doing well. A couple of things in the prepared remarks you'd heard that I'd stated low to mid single digit for the distribution business. So you should take that as fact. in terms of our estimate. The second piece is that we are facing a 4% headwind due to the supply challenges. Year on year or sequentially, you know, the backlog is getting bigger for sure. Then the third piece that I would comment on the tail end of your question, you know, we are not anticipating nor have we seen negative revenue synergies associated with you know, our merger. In fact, we have seen as we had commented at the time of the announcement, even from day one and beyond, actually use of the complimentary line cards for both sales teams. So we see, you know, those opportunities beginning to emerge.

That's helpful clarification. Thanks, Rich. And Marshall, maybe just as a follow-up, you went over cash and debt levels. I just want to make sure I'm getting true current leverage levels on a pro forma basis. And if you could also touch on how you think about normalized free cash flow for the combined entity and capital allocation priorities, that would be helpful. Thank you.

Sure. That's a mouthful. I'll try to get all three in. Leverage standpoint, we still think we're going to be in that 2.5 to 3 times leverage. We're still going through the opening balance sheet review. We'll have better visibility to that once we get through the quarter itself. But no difference than what we had said when we were looking at the deal and came out and announced what that looked like back in March when we announced the merger. From a cash perspective, we also did say that after the second year, our expectation is we'll have a pro forma pre-cash flow approaching $1 billion. Clearly, a lot of that has to do with the momentum that both organizations bring together and the synergies that we believe we're going to achieve, which is $100 million in the first year and $200 million in the second year. And, Adam, your last point on capital allocation, we are building some ground up what this organization will look like. We're 28 days into the merger. But trust us, as we get through the rest of this quarter, we're going to have a good sense of what that looks like for FY22, and we'll be able to speak to that in our call post-close for Q4.

Sounds like you'll have a lot of options. Thank you.

The next question is from Shannon Cross with Cross Research. Thank you very much. Rich, I was wondering if you could talk a bit more about the growth at TechData and what you're seeing, you know, sustainability and that during the last quarter. And maybe if you can give us some background, even going back a bit further, just in terms of what big trends you're focused on. Again, on the TechData side as opposed to the CINIC side.

Yeah, so my reflection would be fairly consistent with what we had seen on the legacy CINIC side. So our industry and distribution and the business partner ecosystem have all benefited from the work-from-home scenario over the past year to year and a half in total. So there's been some very positive trends there. While at the same time in the early phases of COVID, the data center category was slower for obvious reasons. There's a lot of project-based work that takes place there. And then, you know, the next generation technologies as a service category, you know, was very robust, you know, over the last year and a half timeframe. As we look forward, I believe that although demand is still exceedingly strong in the PC ecosystem, through time that will begin to moderate a bit, you know, based on, you know, that whole cycle. But we would anticipate seeing the data center category being more robust. In fact, we see it already moving forward as some of that pent-up demand you know, begins to emerge and has to be dispositioned by the market. And, of course, we'll continue to see accelerated growth in the next generation cloud as a service technologies moving forward. So that's how I would summarize it, Shannon.

Okay. And then on the financing business you recently added, can you talk a bit about the magnitude of what you see that growing to or how You know, it was just something that some customers were asking for, and so you decided it was a good use of capital. Thank you.

Shannon, this is Marshall. You broke up at the very beginning. Did you say financing business?

Yes, I did.

For TD Capital?

Yes.

Okay. Yeah, I'll start, and then Rich can chime in. Certainly that's a growing aspect of both organizations coming together. You know, we believe we have to be prepared to address the way the demand and the market is going to go, and we clearly know that we can take a portion of that risk on our balance sheet. We also know that we need to partner with others as we see that economic solution continue to be a meaningful part of what we need to do to satisfy our customers' needs.

Okay, go ahead, sorry.

Go ahead, Shannon. No, go ahead, please.

I was just going to say, is this a response to the shift more and more to cloud and as a service and subscription and all of that? Or was this something, I mean, a number of the hardware companies and your partners might have had financing businesses for years. So I'm just wondering thought process. Thank you.

Yeah, so Shannon, I would comment both. Obviously, you know, this is something that provides advantage to the core. But as we look forward to cloud and the as-a-service, it becomes a meaningful part of the entire value proposition, you know, that customers are looking for. So they're looking for sort of an end-to-end solution, kind of think of it as almost a lifecycle type of thing. So we do believe that the financing is a critical element to our go-forward strategy.

Shannon, I just add one more thing to that. Talking about early days in the merger, legacy tech data has a very robust solution that we're planning to deploy globally. So there's a lot of momentum potential behind this offering.

Great. Thank you very much. Your next question is from Jim Suva with Citigroup.

Thank you. On your prepared comments, you mentioned a 4% headwind. I just want to make sure that's solely due to component constraints and shortages, and that's a year-over-year number as opposed to quarter-over-quarter. Just help me clarify and understand if I'm off on that.

Yes, Jim, this is Rich. Good morning to you. A couple of things. So first, it is a year-over-year number. Second, when we take a look at the backlog of the business, it continues to grow. Third, it's fairly pervasive. It's not limited to one technology or another. We have backlog in what I would call the PC ecosystem segment, the advanced solution segment as well. as well as our components business. So I think it's our best portrayal right now of how we are

Your next question is from the line of Matt Sheeran with Stifel.

Yes, thank you and good morning. Again, regarding the constraints that you're seeing, Rich, it sounds like it is across the board. But have you seen that gotten worse? And as you look into, as you get into fiscal 22, are you anticipating that to remain the same? Are you seeing any signs of easing there?

Yeah, so Matt, obviously our intelligence is as good as it is as we work with our vendor partners to get that insight. And, you know, I would say that anecdotally the statements run from, yes, there will be an impact the first half of the year and could continue to provide some level of impact in the back half of the year. So, you know, I believe that. They're improving upon the situation, and my crystal ball would be that they'll continue to sort of improve on the situation as we move through time, but this will not be a light switch flip, but rather sort of a gradual, hopefully, reduction in the backlog as we move forward. Again, we're working very closely with each of the vendors to make sure that we're

providing clarity in terms of our demands and you know where we're short and in working with them to help alleviate that as we move through time okay thank you and a couple of modeling questions uh marshall uh looking forward uh one is just on on gross margin it looks like just from the tech data financials that you provided. It looks like gross margin is similar, but I know there's a lot of mixed shifts seasonally for both companies. So, how should we be thinking about gross margin and FCNA? And as you, you know, proceed into fiscal 22, can we get an idea of the cadence of that $100 million in synergies, cuts, you know, when we expect to see that?

Matt, as you know, we don't guide to GM, but I will say that the results from legacy CENX for Q3 was positive, so we were happy to see the result. We think that there is some confidence that that could continue going forward. And as you can see from the AK we filed with the historical PD quarterly data, that the margin profile between the two companies from a gross margin perspective historically is pretty consistent. In regards to SG&A, it's a good question. A lot of our investments that both companies have been done historically have increased SG&A, but for the purpose of having good outcomes and returns going forward in the subsequent quarters. I would use a 3.5% to 4% range if you're just thinking about what that might look like for the rest of 2021 and 2022. And then in regards to the cadence and how the $100 million plays out, we'll work to build that out. We do expect some lumpiness throughout the year. There could be some back-end synergy momentum and some lighter synergies earlier on in the year, but we'll figure that out. And when we talk to you at the end of our Q4 and part of our discussion on earnings, we'll give you a little more sense of what that looks like for fiscal 22-by-quarter earnings.

okay great and just just lastly rich if i could just talk uh if you could talk about what you're seeing um by region um you did say earlier that you know there's some uneven um you know demand trends by region and obviously you're much global a bigger global company now that you're combined and going forward you know will we be able to see uh the results by region and perhaps operating results by region as well

yeah so we will be publishing the results by region as we move forward matt what i would tell you is this global picture of of you know uh work from home and it's fueling a pretty good opportunity that continues is a global theme and this this idea of um you know the data center uh having a a bit of a pent-up view is also a global piece. I mean, obviously, COVID took the world home. And now, you know, a lot of that data center capability either is requiring more capacity or is requiring a refresh. And, you know, arguably, there's a big, big pause in that for, you know, the first year of COVID, albeit that it is now recovering, as I had said earlier. What I would tell you where you see a little bit of unevenness is when you run into pockets of pandemic concentrated issues. You know, I guess a great example of that might be like in India, where not now, but in previous months, you know, you see a big, big pause, or in some of the other Asian countries. So I would say that the overall global picture is fairly consistent, but the shorts or longs might be dictated by where a specific country is within the evolution of the pandemic.

Okay, great. Thanks a lot.

It's clear, Matt, that we have growth and backlog everywhere. Got it.

Very nice question. It's from the line of Amanda Barua with Luke Capsule.

Hey, guys. Yeah, congrats on everything, and thanks for taking the questions. I got two quick ones, if I could. The first, Rich, you mentioned, I think it was during the fair remarks. I actually may have been to an answer in Q&A. With regards to the sales team, you know, already starting to – to get value out of using combined line cards. Do you also think, is there an expectation or a belief that you guys could also gain supplier share from key suppliers? And what might that dynamic look like? And I have a quick follow-up from Marshall.

So I hope I understand your question correctly, but I think What we've seen is that very early on is that customers of legacy Cinex and customers of legacy tech data are interested in us supporting line cards that we historically haven't had. It literally showed on day one where we had requests for things that – that Legacy Cynics carried that we did not, and vice versa. So I think that that's an early indicator that we'll be able to, you know, with the extension of the line card, be able to bring better service to our customers, which in turn, you know, should lead to, you know, a good sales opportunity and revenue opportunity for us as we move through time. And just realize that, you know, right now these requests are coming while we aren't fully system capable with each other's line cart. Certainly we'll get there in a short period of time. But, you know, customer awareness is pretty good relative to things that, you know, one or the other side has. So I would suggest that that should lead to a good opportunity for us moving forward.

That sounds exciting. And I guess just to clarify what my question was, is I remember at one point in time, you know, in two tier, there to some extent was a dynamic where, you know, suppliers, you know, may apportion certain amounts of supply kind of, you know, across the board in various proportions. And that if if, you know, sort of two-tier distributors could overperform or show that they consistently overperform those targets, they would get, you know, a portion more supply. And so that was really the question in that regard. Is that a dynamic that still exists, or was I misinterpreting it, you know, sort of from the time that I was aware of it? Thanks.

So I'm going to put my vendor hat on back when I was working with a vendor. And the only time that perhaps supply would be apportioned is to the extent you were in a constrained environment and usually what you try to do is to be fair to all of your customers. I would anticipate that if we have real demand in a steady state environment that we'll get strong support from our vendors to fulfill that requirement. I'm pretty confident in that.

that that's really helpful thanks for clearing that up and marshall just just real quick anything with regards to debt pay down you know cadence uh that we should calibrate our expectations too yeah going back on on the question that adam had same answer here you know we are ig rated so with that we're going to be mindful of the balance and the need to make sure that leverage stays

We'll call it properly balanced. And as we've committed to that two to two and a half times leverage in the next 12 to 18 months is our goal. Clearly with that, depending on growth and free cash flow and working capital needs and other investments and part of our business, that'll all get balanced. But ultimately, that's our thought, is that the free cash flow we spend out, you know, we're going to certainly allocate a portion to debt, a portion to reinvesting back into business, M&A opportunities, and then the dividend that we announced today clearly is a part of that, and then our open repurchase program.

Awesome. Thanks a lot. Appreciate it.

You're welcome.

Hi, thanks for taking my questions. Congrats on the quarter. I have two questions, and I apologize if they've been asked. I just joined the call late. But, Rich, you know, you've talked about cross-selling opportunities between Cinex and TechData, but I don't think, or at least I don't know if you've quantified any revenue synergy target between the two companies. I think you've talked about $100 million in cost synergies, but I would think, you know, two big organizations, you must have some revenue synergies that are possible. Any thoughts on that?

First, I agree with you that I believe we're going to have the opportunity to have positive revenue synergies as we move forward. Second, as a matter of form, when you create a business case, as we had for our combined TD Cynics going forward, We didn't rely upon positive revenue synergies in that business case. I think that's a typical market paradigm because they're always hard to quantify. So we see them as a sort of incremental opportunity as we move forward. And, you know, most important to us right now is to make sure that we're serving those needs. And as Marshall had indicated, you know, maybe we'll get closer to quantifying those as we look at our full year 22 and moving forward. But as I said earlier, it's a great opportunity that we hadn't relied upon in the business case.

Got it. Thanks for that. Thanks for that. For my second question, can I ask you about the Hive business? I mean, it's a great business. It's more on the EMS side, manufacturing side. I mean, under Cinex, it was a very significant business. But given the size of the revenues for the combined TD Cinex, I mean, it's probably less significant now, but still, you know, it's a significant business. What is your long-term thought on that business? Is this something that you think is an integral part of TD Cinex? Or do you think that this is a business that potentially you could have some kind of a spinoff or could be divested at some point or spun off? So just your thoughts on how integrated this business is into the combined company and your long-term thoughts for that. Okay.

Rupalu, this is Marshall. Yeah, it continues to be a meaningful part of our strategy today and going forward. As you know, we're still building out and diversifying the customer base, building out and creating new solutions to help diversify our portfolio of what we provide to our customers. And then going forward, it's still going to be an important aspect of our go-to-market strategy and a very critical part of our success as an overall TD Cinex organization.

Okay, thanks for that. And if I can, sorry, sneak one more in. Rich, before the merger, before you went private, actually, you had laid out a certain digital transformation plan for tech data. Now that the two companies have merged, I mean, is that plan still in place in terms of the expenditure on that and in terms of the different steps you had in that process, or has that changed somewhat?

So first, we are fully committed to providing an outstanding customer and co-worker experience, a customer, vendor, and co-worker experience with transforming our business digitally through time. So that's a given. The second piece is we have now, relative to our TD legacy, we have a whole new pool of assets to consider. So the answer is that the initiative will be maintained. The solutioning of the tools and process and IT and capabilities that we put forward will likely get mixed a bit differently as we leverage all of the assets from our two legacy companies. So we're very excited about our customer experience going forward and know that we can unlock a lot of value by making sure that we're providing an industry-leading experience through digital means.

Okay, thanks for all the details, and congrats again on the quarter. Thank you.

There are no further questions at this time. I will turn the call back over to Rich for closing remarks.

Well, first, thanks to all of you for joining this morning. I'm very encouraged with our engagement. I would tell you that we're arguably now 28 days in, and as I look at our business moving forward, I could not be more excited about the opportunities that we have in front of us. The promise of being able to serve the business partner ecosystem with more value, the promise of being able to drive meaningful returns for our investors and shareholders are insight and becoming clearer to me. As we had stated in the prepared remarks, We had committed in the business case to 25% accretion. And as we kind of look at our crystal ball right now, we believe that we will overachieve that goal moving forward. So our future from an overall customer, vendor, co-worker, and investor perspective is quite bright, and I'm very excited about the opportunities. So thanks for your time, and we'll be talking to you soon.

This concludes today's conference call. You may now disconnect.