Acquistion, Integration and Restructuring Expenses

12 Months Ended

Nov. 30, 2022

Restructuring and Related Activities [Abstract]

ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

NOTE 4—ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger, costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”) and costs related to the Separation.

The Merger

The Company incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and stock-based compensation expense. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs, as well as costs related to the settlement of certain outstanding long-term cash incentive awards for Tech Data upon closing of the Merger. Long-lived asset charges for fiscal year 2022 are primarily comprised of accelerated depreciation and amortization expense of $64.4 million due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, as well as impairment charges. Long-lived asset charges for fiscal year 2021 represent an impairment charge of $22.2 million recorded for the write-off of capitalized costs associated with Tech Data’s tdONE program in conjunction with the decision to consolidate certain IT systems. Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 6 – Share Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

To date, acquisition and integration expenses related to the Merger were composed of the following:


	Fiscal Years Ended November 30,
	2022		2021
Professional services costs	$	29,352	$	22,288
Personnel and other costs	40,220		33,716
Long-lived assets charges	69,053		22,166
Stock-based compensation	52,171		20,113
Total	$	190,796	$	98,283

GBO 2 Program

Prior to the Merger, Tech Data implemented its GBO 2 Program that includes investments to optimize and standardize processes and apply data and analytics to be more agile in a rapidly evolving environment, increasing productivity, profitability and optimizing net-working capital. TD SYNNEX continued this program in conjunction with the Company’s integration activities. Acquisition, integration and restructuring expenses related to the GBO 2 Program are primarily comprised of restructuring costs and other costs. Restructuring costs are comprised of severance costs and other

associated exit costs, including certain consulting costs. Other costs are primarily comprised of personnel costs, facilities costs and certain professional services fees not related to restructuring activities.

Acquisition, integration and restructuring costs under the GBO 2 Program for fiscal 2022 and 2021 included the following:


	Fiscal Years Ended November 30,
	2022		2021
Restructuring costs	$	21,872	$	8,709
Other costs	9,652		5,158
Total	$	31,524	$	13,867

Restructuring costs under the GBO 2 Program for fiscal 2022 and 2021 were composed of the following:


	Fiscal Years Ended November 30,
	2022		2021
Severance	$	7,445	$	2,893
Other exit costs	14,427		5,816
Total	$	21,872	$	8,709

Restructuring costs related to the GBO 2 Program by segment are as follows:


	Fiscal Years Ended November 30,
	2022		2021

Americas	$	5,666	$	2,658
Europe	15,737		5,746
APJ	469		305
Total	$	21,872	$	8,709

Restructuring activity during fiscal years 2022 and 2021 related to the GBO 2 Program is as follows:


Restructuring costs	Severance		Other Exit Costs		Total
Accrued Balance as of November 30, 2020	$	—	$	—	$	—
Balance acquired related to the Merger	5,095		221		5,316
Expenses during fiscal 2021	2,893		5,816		8,709
Cash payments	(2,953)		(4,427)		(7,380)
Foreign currency translation	(117)		(19)		(136)
Accrued Balance as of November 30, 2021	4,918		1,591		6,509
Expenses during fiscal 2022	7,445		14,427		21,872
Cash payments	(6,628)		(15,064)		(21,692)
Foreign currency translation	(56)		(419)		(475)
Accrued Balance as of November 30, 2022	$	5,679	$	535	$	6,214

The Separation

During the fiscal year ended November 30, 2020, the Company incurred $7.4 million in transaction costs related to the Separation of Concentrix.