|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Florida
|
No. 59-1578329
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
5350 Tech Data Drive Clearwater, Florida
|
33760
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated Filer
|
¨
|
|
|
|
|
Non-accelerated Filer
|
¨
|
Smaller Reporting Company Filer
|
¨
|
Class
|
Outstanding at May 23, 2014
|
Common stock, par value $.0015 per share
|
38,237,572
|
|
|
|
|
PAGE
|
|
|
|
|
|
|
PART I.
|
|
|
ITEM 1.
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
PART II.
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
EXHIBITS
|
|
|
CERTIFICATIONS
|
|
ITEM 1.
|
Financial Statements
|
|
April 30,
|
|
January 31,
|
||||
|
2014
|
|
2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
675,632
|
|
|
$
|
570,101
|
|
Accounts receivable, less allowances of $59,701 and $58,754
|
3,061,180
|
|
|
3,215,729
|
|
||
Inventories
|
2,333,325
|
|
|
2,450,782
|
|
||
Prepaid expenses and other assets
|
242,764
|
|
|
232,423
|
|
||
Total current assets
|
6,312,901
|
|
|
6,469,035
|
|
||
Property and equipment, net
|
75,856
|
|
|
77,631
|
|
||
Other assets, net
|
626,246
|
|
|
623,000
|
|
||
Total assets
|
$
|
7,015,003
|
|
|
$
|
7,169,666
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,762,087
|
|
|
$
|
3,959,410
|
|
Accrued expenses and other liabilities
|
594,832
|
|
|
614,697
|
|
||
Revolving credit loans and current maturities of long-term debt, net
|
49,856
|
|
|
43,481
|
|
||
Total current liabilities
|
4,406,775
|
|
|
4,617,588
|
|
||
Long-term debt, less current maturities
|
354,177
|
|
|
354,121
|
|
||
Other long-term liabilities
|
96,640
|
|
|
99,346
|
|
||
Total liabilities
|
4,857,592
|
|
|
5,071,055
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at April 30, 2014 and January 31, 2014
|
89
|
|
|
89
|
|
||
Additional paid-in capital
|
666,922
|
|
|
675,597
|
|
||
Treasury stock, at cost (21,008,013 and 21,177,130 shares at April 30, 2014 and January 31, 2014)
|
(887,789
|
)
|
|
(894,936
|
)
|
||
Retained earnings
|
2,006,757
|
|
|
1,993,290
|
|
||
Accumulated other comprehensive income
|
371,432
|
|
|
324,571
|
|
||
Total shareholders' equity
|
2,157,411
|
|
|
2,098,611
|
|
||
Total liabilities and shareholders' equity
|
$
|
7,015,003
|
|
|
$
|
7,169,666
|
|
|
Three months ended
April 30,
|
||||||
|
2014
|
|
2013
|
||||
Net sales
|
$
|
6,728,151
|
|
|
$
|
6,147,757
|
|
Cost of products sold
|
6,392,823
|
|
|
5,825,343
|
|
||
Gross profit
|
335,328
|
|
|
322,414
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative expenses
|
291,596
|
|
|
283,360
|
|
||
Restatement-related expenses (Note 1)
|
12,236
|
|
|
3,023
|
|
||
|
303,832
|
|
|
286,383
|
|
||
Operating income
|
31,496
|
|
|
36,031
|
|
||
Interest expense
|
6,760
|
|
|
7,098
|
|
||
Other expense (income), net
|
451
|
|
|
(2,164
|
)
|
||
Income before income taxes
|
24,285
|
|
|
31,097
|
|
||
Provision for income taxes
|
10,818
|
|
|
13,337
|
|
||
Net income
|
$
|
13,467
|
|
|
$
|
17,760
|
|
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.35
|
|
|
$
|
0.47
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
0.47
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
38,137
|
|
|
37,907
|
|
||
Diluted
|
38,321
|
|
|
38,171
|
|
|
Three months ended
April 30,
|
||||||
|
2014
|
|
2013
|
||||
Net income
|
$
|
13,467
|
|
|
$
|
17,760
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
46,861
|
|
|
(47,609
|
)
|
||
Total comprehensive income (loss)
|
$
|
60,328
|
|
|
$
|
(29,849
|
)
|
|
Three months ended
April 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Cash received from customers
|
$
|
7,290,837
|
|
|
$
|
6,854,110
|
|
Cash paid to vendors and employees
|
(7,174,844
|
)
|
|
(6,695,526
|
)
|
||
Interest paid, net
|
(9,521
|
)
|
|
(9,538
|
)
|
||
Income taxes paid
|
(11,402
|
)
|
|
(14,825
|
)
|
||
Net cash provided by operating activities
|
95,070
|
|
|
134,221
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
0
|
|
|
8,044
|
|
||
Acquisition of trademark
|
0
|
|
|
(1,519
|
)
|
||
Expenditures for property and equipment
|
(2,426
|
)
|
|
(3,692
|
)
|
||
Software and software development costs
|
(1,801
|
)
|
|
(4,042
|
)
|
||
Net cash used in investing activities
|
(4,227
|
)
|
|
(1,209
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the reissuance of treasury stock
|
553
|
|
|
1,139
|
|
||
Acquisition earn-out payment
|
(3,457
|
)
|
|
(6,183
|
)
|
||
Net borrowings (repayments) on revolving credit loans
|
5,884
|
|
|
(133,308
|
)
|
||
Principal payments on long-term debt
|
(143
|
)
|
|
(130
|
)
|
||
Excess tax benefit from stock-based compensation
|
546
|
|
|
684
|
|
||
Net cash provided by (used in) financing activities
|
3,383
|
|
|
(137,798
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
11,305
|
|
|
(9,251
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
105,531
|
|
|
(14,037
|
)
|
||
Cash and cash equivalents at beginning of year
|
570,101
|
|
|
340,564
|
|
||
Cash and cash equivalents at end of period
|
$
|
675,632
|
|
|
$
|
326,527
|
|
|
|
|
|
||||
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
13,467
|
|
|
$
|
17,760
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18,216
|
|
|
17,967
|
|
||
Provision for losses on accounts receivable
|
3,424
|
|
|
1,474
|
|
||
Stock-based compensation expense
|
1,973
|
|
|
3,091
|
|
||
Accretion of debt discount on Senior Notes
|
66
|
|
|
66
|
|
||
Excess tax benefits from stock-based compensation
|
(546
|
)
|
|
(684
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
211,064
|
|
|
400,527
|
|
||
Inventories
|
154,505
|
|
|
32,905
|
|
||
Prepaid expenses and other assets
|
(8,433
|
)
|
|
123,941
|
|
||
Accounts payable
|
(263,429
|
)
|
|
(399,971
|
)
|
||
Accrued expenses and other liabilities
|
(35,237
|
)
|
|
(62,855
|
)
|
||
Total adjustments
|
81,603
|
|
|
116,461
|
|
||
Net cash provided by operating activities
|
$
|
95,070
|
|
|
$
|
134,221
|
|
|
|
Three months ended April 30,
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Net income
|
|
Weighted
average shares |
|
Per
share amount |
|
Net income
|
|
Weighted
average shares |
|
Per
share amount |
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||||
Net income per share - basic
|
|
$
|
13,467
|
|
|
38,137
|
|
|
$
|
0.35
|
|
|
$
|
17,760
|
|
|
37,907
|
|
|
$
|
0.47
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity-based awards
|
|
|
|
184
|
|
|
|
|
|
|
264
|
|
|
|
||||||||
Net income per share - diluted
|
|
$
|
13,467
|
|
|
38,321
|
|
|
$
|
0.35
|
|
|
$
|
17,760
|
|
|
38,171
|
|
|
$
|
0.47
|
|
|
April 30, 2014
|
|
January 31, 2014
|
||||
|
(In thousands)
|
||||||
Senior Notes, interest at 3.75% payable semi-annually, due September 21, 2017
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Less—unamortized debt discount
|
(908
|
)
|
|
(974
|
)
|
||
Senior Notes, net
|
349,092
|
|
|
349,026
|
|
||
Capital leases
|
5,671
|
|
|
5,662
|
|
||
Other committed and uncommitted revolving credit facilities, average interest rate of 5.33% and 6.15% at April 30, 2014 and January 31, 2014, respectively, expiring on various dates through fiscal 2017
|
49,270
|
|
|
42,914
|
|
||
|
404,033
|
|
|
397,602
|
|
||
Less—current maturities (included as “Revolving credit loans and current maturities of long-term debt, net”)
|
(49,856
|
)
|
|
(43,481
|
)
|
||
Total long-term debt, less current maturities
|
$
|
354,177
|
|
|
$
|
354,121
|
|
|
|
|
Shares
|
|
Outstanding at January 31, 2014
|
|
|
284,204
|
|
Granted
|
|
|
428,025
|
|
Vested
|
|
|
(148,522
|
)
|
Canceled
|
|
|
(5,579
|
)
|
Outstanding at April 30, 2014
|
|
|
558,128
|
|
|
|
|
Shares
|
|
Outstanding at January 31, 2014
|
|
|
329,788
|
|
Exercised
|
|
|
(241,844
|
)
|
Outstanding at April 30, 2014
|
|
|
87,944
|
|
|
Shares
|
|
Weighted-
average price per share |
|||
Treasury stock balance at January 31, 2014
|
21,177,130
|
|
|
$
|
42.26
|
|
Shares of treasury stock reissued
|
(169,117
|
)
|
|
|
||
Treasury stock balance at April 30, 2014
|
21,008,013
|
|
|
$
|
42.26
|
|
|
April 30, 2014
|
|
January 31, 2014
|
||||||||||||
|
Fair value measurement category
|
|
Fair value measurement category
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
2,024
|
|
|
|
|
$
|
6,160
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
2,408
|
|
|
|
|
$
|
2,423
|
|
|
||||
Acquisition-related contingent consideration
|
|
|
$
|
6,790
|
|
|
|
|
$
|
10,571
|
|
|
|
Three months ended April 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands)
|
||||||
Net sales to unaffiliated customers
|
|
|
|
|
||||
Americas
(1)
|
|
$
|
2,476,271
|
|
|
$
|
2,292,782
|
|
Europe
|
|
4,251,880
|
|
|
3,854,975
|
|
||
Total
|
|
$
|
6,728,151
|
|
|
$
|
6,147,757
|
|
|
|
|
|
|
||||
Operating income
|
|
|
|
|
||||
Americas
(2)
|
|
$
|
26,283
|
|
|
$
|
27,231
|
|
Europe
(3)
|
|
7,186
|
|
|
11,891
|
|
||
Stock-based compensation expense
|
|
(1,973
|
)
|
|
(3,091
|
)
|
||
Total
|
|
$
|
31,496
|
|
|
$
|
36,031
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
|
||||
Americas
|
|
$
|
4,118
|
|
|
$
|
4,246
|
|
Europe
|
|
14,098
|
|
|
13,721
|
|
||
Total
|
|
$
|
18,216
|
|
|
$
|
17,967
|
|
|
|
|
|
|
||||
Capital expenditures
|
|
|
|
|
||||
Americas
|
|
$
|
1,482
|
|
|
$
|
1,697
|
|
Europe
|
|
2,745
|
|
|
6,037
|
|
||
Total
|
|
$
|
4,227
|
|
|
$
|
7,734
|
|
|
|
As of
|
||||||
|
|
April 30, 2014
|
|
January 31, 2014
|
||||
|
|
(In thousands)
|
||||||
Identifiable assets
|
|
|
|
|
||||
Americas
|
|
$
|
2,091,133
|
|
|
$
|
1,984,895
|
|
Europe
|
|
4,923,870
|
|
|
5,184,771
|
|
||
Total
|
|
$
|
7,015,003
|
|
|
$
|
7,169,666
|
|
|
|
|
|
|
||||
Long-lived assets:
|
|
|
|
|
||||
Americas
(1)
|
|
$
|
26,587
|
|
|
$
|
28,091
|
|
Europe
|
|
49,269
|
|
|
49,540
|
|
||
Total
|
|
$
|
75,856
|
|
|
$
|
77,631
|
|
|
|
|
|
|
||||
Goodwill & acquisition-related intangible assets, net:
|
|
|
|
|
||||
Americas
|
|
$
|
9,320
|
|
|
$
|
8,936
|
|
Europe
|
|
389,471
|
|
|
386,919
|
|
||
Total
|
|
$
|
398,791
|
|
|
$
|
395,855
|
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three months ended April 30, 2014
|
|
Three months ended April 30, 2013
|
||||||||||||
|
$
|
|
% of net sales
|
|
$
|
|
% of net sales
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||
Operating income ($ in thousands):
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
26,283
|
|
|
1.06
|
|
%
|
|
$
|
27,231
|
|
|
1.19
|
|
%
|
Europe
|
7,186
|
|
|
0.17
|
|
%
|
|
11,891
|
|
|
0.31
|
|
%
|
||
Stock-based compensation expense
|
(1,973
|
)
|
|
(0.03
|
)
|
%
|
|
(3,091
|
)
|
|
(0.05
|
)
|
%
|
||
Total
|
$
|
31,496
|
|
|
0.47
|
|
%
|
|
$
|
36,031
|
|
|
0.59
|
|
%
|
|
|
Three months ended April 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands, except per share amounts)
|
||||||
GAAP to non-GAAP reconciliation of operating income - Americas:
|
|
|
|
|
||||
Operating income - Americas
|
|
$
|
26,283
|
|
|
$
|
27,231
|
|
Restatement-related expenses
(1)
|
|
2,870
|
|
|
1,760
|
|
||
Acquisition-related intangible assets amortization expense
(2)
|
|
170
|
|
|
0
|
|
||
Non-GAAP operating income - Americas
|
|
$
|
29,323
|
|
|
$
|
28,991
|
|
|
|
|
|
|
||||
GAAP to non-GAAP reconciliation of operating income - Europe:
|
|
|
|
|
||||
Operating income - Europe
|
|
$
|
7,186
|
|
|
$
|
11,891
|
|
Restatement-related expenses
(1)
|
|
9,366
|
|
|
1,263
|
|
||
Acquisition-related intangible assets amortization expense
(2)
|
|
7,264
|
|
|
7,219
|
|
||
Non-GAAP operating income - Europe
|
|
$
|
23,816
|
|
|
$
|
20,373
|
|
|
|
|
|
|
||||
Consolidated GAAP to non-GAAP reconciliation of operating income:
|
|
|
|
|
||||
Operating income
|
|
$
|
31,496
|
|
|
$
|
36,031
|
|
Restatement-related expenses
(1)
|
|
12,236
|
|
|
3,023
|
|
||
Acquisition-related intangible assets amortization expense
(2)
|
|
7,434
|
|
|
7,219
|
|
||
Non-GAAP operating income
|
|
$
|
51,166
|
|
|
$
|
46,273
|
|
|
|
|
|
|
||||
GAAP to non-GAAP reconciliation of net income:
|
|
|
|
|
||||
Net income
|
|
$
|
13,467
|
|
|
$
|
17,760
|
|
Restatement-related expenses, net of tax
(1)
|
|
8,759
|
|
|
2,061
|
|
||
Acquisition-related intangible assets amortization expense, net of tax
(2)
|
|
5,427
|
|
|
5,280
|
|
||
Non-GAAP net income
|
|
$
|
27,653
|
|
|
$
|
25,101
|
|
|
|
|
|
|
||||
GAAP to non-GAAP reconciliation of net income per share - diluted:
|
|
|
|
|
||||
Net income per share - diluted
|
|
$
|
0.35
|
|
|
$
|
0.47
|
|
Restatement-related expenses, net of tax
(1)
|
|
0.23
|
|
|
0.05
|
|
||
Acquisition-related intangible assets amortization expense, net of tax
(2)
|
|
0.14
|
|
|
0.14
|
|
||
Non-GAAP net income per share - diluted
|
|
$
|
0.72
|
|
|
$
|
0.66
|
|
(1)
|
Fiscal 2015 and 2014 non-GAAP operating income excludes restatement-related expenses. Fiscal 2015 and 2014 non-GAAP net income excludes these expenses, net of the related tax effects.
|
(2)
|
Fiscal 2015 and 2014 non-GAAP operating income excludes acquisition-related intangible assets amortization expense. Fiscal 2015 and 2014 non-GAAP net income excludes this expense, net of the related tax effects.
|
|
Three months ended April 30,
|
||||||
|
2014
|
|
2013
|
||||
Net sales
|
100.00
|
|
%
|
|
100.00
|
|
%
|
Cost of products sold
|
95.02
|
|
|
|
94.76
|
|
|
Gross profit
|
4.98
|
|
|
|
5.24
|
|
|
Operating expenses:
|
|
|
|
|
|
||
Selling, general and administrative expenses
|
4.33
|
|
|
|
4.60
|
|
|
Restatement-related expenses
|
0.18
|
|
|
|
0.05
|
|
|
|
4.51
|
|
|
|
4.65
|
|
|
Operating income
|
0.47
|
|
|
|
0.59
|
|
|
Interest expense
|
0.10
|
|
|
|
0.12
|
|
|
Other expense (income), net
|
0.01
|
|
|
|
(0.04
|
)
|
|
Income before income taxes
|
0.36
|
|
|
|
0.51
|
|
|
Provision for income taxes
|
0.16
|
|
|
|
0.22
|
|
|
Net income
|
0.20
|
|
%
|
|
0.29
|
|
%
|
|
|
Three months ended April 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands)
|
||||||
|
|
|
|
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
95,070
|
|
|
$
|
134,221
|
|
Investing activities
|
|
(4,227
|
)
|
|
(1,209
|
)
|
||
Financing activities
|
|
3,383
|
|
|
(137,798
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
11,305
|
|
|
(9,251
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
105,531
|
|
|
$
|
(14,037
|
)
|
|
|
As of April 30,
2014
|
|
As of January 31,
2014
|
Days of sales outstanding
|
|
41
|
|
37
|
Days of supply in inventory
|
|
33
|
|
29
|
Days of purchases outstanding
|
|
(53)
|
|
(47)
|
Cash conversion cycle (days)
|
|
21
|
|
19
|
ITEM 4.
|
Controls and Procedures.
|
•
|
Certain personnel are no longer employed by the Company.
|
•
|
The Audit Committee, Board and executives have increased communication to all employees regarding the ethical values of the Company, requirement to comply with laws, the Code of Conduct and the Company's accounting policies.
|
•
|
The Company has engaged external experts to perform the internal audit function and to assist with the implementation of specific fraud detection procedures.
|
•
|
The accounting organization is adding resources to address standardization, training and competencies related to the use of accounting systems and to enhance all accounting personnel's understanding of accounting policy.
|
•
|
The Company has implemented changes to its compensation programs to better motivate accurate financial reporting and compliance.
|
•
|
The Company is implementing changes in various processes, including: tools to document, support and review manual journal entries; new financial statement review and audit programs; and centralization of various control and finance processes.
|
•
|
The Company is in the process of evaluating potential enhancements to the accounting and enterprise computer systems to improve systematic controls and account reconciliation processes.
|
•
|
The Company evaluated its organizational structure, and has changed roles and responsibilities to enhance controls and compliance.
|
•
|
The Company has appointed a Chief Ethics and Compliance Officer and is evaluating additional enhancements to its compliance structure and organization.
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 1A.
|
Risk Factors.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use Of Proceeds.
|
ITEM 5.
|
Other Information.
|
1.
|
The shareholders approved an amendment to the Company’s Articles of Incorporation to declassify its Board of Directors.
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
33,795,144
|
|
7,003
|
|
33,914
|
|
2,302,381
|
2.
|
The shareholders elected seven Class I and Class III directors to serve annual terms.
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
||||
Class I:
|
|
|
|
|
|
|
||||||
Charles E. Adair
|
|
30,673,806
|
|
|
3,128,851
|
|
|
33,404
|
|
|
2,302,381
|
|
Harry J. Harczak, Jr.
|
|
31,050,438
|
|
|
2,746,887
|
|
|
38,736
|
|
|
2,302,381
|
|
Patrick G. Sayer
|
|
19,784,936
|
|
|
14,003,455
|
|
|
47,670
|
|
|
2,302,381
|
|
Class III:
|
|
|
|
|
|
|
||||||
Robert M. Dutkowsky
|
|
33,560,794
|
|
|
241,760
|
|
|
33,507
|
|
|
2,302,381
|
|
Jeffery P. Howells
|
|
31,284,332
|
|
|
2,518,325
|
|
|
33,404
|
|
|
2,302,381
|
|
Savio W. Tung
|
|
21,564,550
|
|
|
12,223,740
|
|
|
47,771
|
|
|
2,302,381
|
|
David M. Upton
|
|
33,233,153
|
|
|
563,880
|
|
|
39,028
|
|
|
2,302,381
|
|
For
|
|
Against
|
|
Abstain
|
35,458,454
|
|
648,298
|
|
31,690
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
33,652,770
|
|
134,465
|
|
48,826
|
|
2,302,381
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
32,453,644
|
|
1,338,401
|
|
44,016
|
|
2,302,381
|
ITEM 6.
|
Exhibits.
|
(a)
|
Exhibits
|
3-A
|
Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 4, 2014 with the Secretary of the State of Florida
|
|
|
3-B
|
Bylaws of Tech Data Corporation as adopted by the Board of Directors and approved by the Shareholders on June 4, 2014
|
|
|
31-A
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31-B
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32-A
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32-B
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101
(1)
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of April 30, 2014 and January 31, 2014; (ii) Consolidated Statement of Income for the three months ended April 30, 2014 and 2013; (iii) Consolidated Statement of Comprehensive Income for the three months ended April 30, 2014 and 2013; (iv) Consolidated Statement of Cash Flows for the three months ended April 30, 2014 and 2013; and (v) Notes to Consolidated Financial Statements, detail tagged.
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ R
OBERT
M. D
UTKOWSKY
|
|
Chief Executive Officer; Director
|
|
June 6, 2014
|
Robert M. Dutkowsky
|
|
|
|
|
|
|
|
||
/s/ J
EFFERY
P. H
OWELLS
|
|
Executive Vice President and Chief Financial Officer; Director (principal financial officer)
|
|
June 6, 2014
|
Jeffery P. Howells
|
|
|
|
|
|
|
|
||
/s/ J
OSEPH
B. T
REPANI
|
|
Senior Vice President and Corporate Controller (principal accounting officer)
|
|
June 6, 2014
|
Joseph B. Trepani
|
|
|
|
|
|
(i)
|
any merger or consolidation of the Corporation with or into any other corporation except in the case of a merger into the Corporation of a subsidiary of the Corporation 90% or more of which is owned by the Corporation and which does not require a vote of shareholders of either corporation pursuant to the laws of the State of Florida;
|
|
(ii)
|
any share exchange in which a corporation, person, or entity acquires the issued or outstanding shares of stock of this Corporation pursuant to a vote of shareholders of the Corporation;
|
|
(iii)
|
any sale, lease, exchange or other transfer of all, or substantially all, of the assets of this Corporation to any other corporation, person or entity; or
|
|
(iv)
|
any amendment to these Articles of Incorporation.
|
|
(i)
|
The number of directors shall consist of not less than one nor more than thirteen members, the exact number of which shall be fixed from time to time in accordance with the Bylaws of the Corporation.
|
|
(ii)
|
Directors nominated for election at an annual meeting of shareholders shall be elected for a term expiring at the next annual meeting of shareholders. A director appointed to fill a vacancy of the Board of Directors shall hold office until the next annual meeting of shareholders.
|
|
(iii)
|
A director shall hold office until the date of the annual meeting of shareholders upon which his/her term expires and until his/her successor shall be elected and qualified, subject, however, to his/her prior death, resignation, retirement, disqualification or removal from office. A director may be removed from office only for cause and at a meeting of shareholders called expressly for that purpose by a vote of the holders of a majority of the shares cast that are entitled to vote at an election of directors.
|
|
|
/s/ DAVID R. VETTER
|
David R. Vetter
|
Secretary
|
(i)
|
the name and address of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal or nomination is made;
|
(ii)
|
a representation that the shareholder is entitled to vote at such meeting and a statement of the number of shares of the Corporation that are owned by the shareholder and beneficially owned as of the date of the notice and supplemented as of the record date;
|
(iii)
|
any material interest of such shareholder or beneficial owner in the nomination or proposal;
|
(iv)
|
a description of any agreement, arrangement or understanding between the shareholder, the beneficial owner and/or any nominee, or any of their affiliates or associates, and any other person (including the names of such person in connection with such nomination or proposal, including any swap or other derivative or short positions, profits interests, options, hedging transactions or borrowed or loaned shares, the effect of any of which is to mitigate loss to or manage risk of stock price changes (increases or decreases) for, or to increase or decrease the voting power of such shareholder, beneficial owner and/or nominee, or any of their respective affiliates or associates with respect to the shares of the Corporation;
|
(v)
|
any other information relating to such shareholder and beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, whether or not any such nomination or proposal is made pursuant to Regulation 14A under the Securities Exchange Act of 1934;
|
(vi)
|
a representation that the shareholder intends to appear in person or by a representative at the meeting to nominate the person(s) or to propose the business specified in the notice;
|
(vii)
|
as to each person the shareholder proposes to nominate for election as a director:
|
a.
|
the name, address and date of birth of such person;
|
b.
|
written consent of each nominee to being named as a nominee and to serving as a director if elected;
|
c.
|
information regarding the nominee’s qualifications;
|
d.
|
information that is pertinent to qualities and characteristics for board members as may be specified from time to time in any policy of the Corporation;
|
e.
|
information that is required to be disclosed in solicitations of proxies for election of directors in an election contest; and
|
f.
|
such other information regarding such nominee that is reasonably requested by the Board of Directors.
|
(viii)
|
an undertaking by the shareholder to notify the Corporation in writing of any change in the foregoing information as of the record date for such annual meeting by notice received by the Secretary at the principal executive offices of the Corporation no later than the tenth (10
th
) day following such record date, and thereafter by notice received within two (2) business days of any change in such information and in any event, as of the close of business on the day preceding the meeting date; and
|
(ix)
|
as to each matter the shareholder proposes to bring before the meeting, other than nominations, set forth a brief description of such business, including the text of any proposal or resolutions to be proposed for consideration by shareholders and, if such business includes a proposal to amend these Bylaws, the text of the proposed amendment, the reasons for conducting such business at the meeting and any material interest of such shareholder or beneficial owner in such business.
|
ARTICLE I.
|
1
|
ARTICLE II.
|
1
|
Section A.
|
ANNUAL MEETING
. 1
|
Section B.
|
SPECIAL MEETINGS
. 1
|
Section C.
|
PLACE OF MEETING
. 1
|
Section D.
|
NOTICE OF MEETING
. 1
|
Section E.
|
NOTICE OF ADJOURNED MEETING
. 2
|
Section F.
|
WAIVER OF CALL AND NOTICE OF MEETING
. 2
|
Section G.
|
QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS
. 2
|
Section H.
|
ADJOURNMENT; QUORUM FOR ADJOURNED MEETING
2
|
Section I.
|
ACTION BY SINGLE AND MULTIPLE VOTING GROUPS
2
|
Section J.
|
VOTING FOR DIRECTORS
. 2
|
Section K.
|
VOTING LISTS
. 2
|
Section L.
|
VOTING OF SHARES
. 3
|
Section M.
|
PROXIES
. 3
|
Section N.
|
INFORMAL ACTION BY SHAREHOLDERS
. 3
|
Section O.
|
ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND
NOMINATIONS . 4 |
Section P.
|
PRESIDING OFFICER AND SECRETARY
. 6
|
Section Q.
|
INSPECTORS
. 6
|
ARTICLE III.
|
6
|
Section A.
|
GENERAL POWERS
. 6
|
Section B.
|
NUMBER, TENURE AND QUALIFICATIONS
. 6
|
Section C.
|
TERM OF OFFICE OF DIRECTORS
6
|
Section D.
|
ANNUAL MEETING
. 7
|
Section E.
|
REGULAR MEETINGS
. 7
|
Section F.
|
SPECIAL MEETINGS
. 7
|
Section G.
|
NOTICE
. 7
|
Section H.
|
QUORUM
. 7
|
Section I.
|
ADJOURNMENT; QUORUM FOR ADJOURNED MEETING
7
|
Section J.
|
MANNER OF ACTING
. 7
|
Section K.
|
RESIGNATION
. 8
|
Section L.
|
REMOVAL
. 8
|
Section M.
|
VACANCIES
. 8
|
Section N.
|
COMPENSATION
. 8
|
Section O.
|
PRESUMPTION OF ASSENT
. 8
|
Section P.
|
INFORMAL ACTION BY BOARD
. 8
|
Section Q.
|
MEETING BY TELEPHONE, ETC.
8
|
ARTICLE IV.
|
9
|
Section A.
|
NUMBER
. 9
|
Section B.
|
APPOINTMENT AND TERM OF OFFICE
. 9
|
Section C.
|
RESIGNATION
9
|
Section D.
|
REMOVAL
. 9
|
Section E.
|
VACANCIES
. 9
|
Section F.
|
DUTIES OF THE CHAIRMAN OF THE BOARD
. 9
|
Section G.
|
DUTIES OF THE CHIEF EXECUTIVE OFFICER
. 9
|
Section H.
|
DUTIES OF THE REGIONAL PRESIDENTS
10
|
Section I.
|
DUTIES OF CHIEF FINANCIAL OFFICER
. 10
|
Section J.
|
DUTIES OF THE SECRETARY
. 10
|
Section K.
|
DUTIES OF TREASURER
. 11
|
Section L.
|
DUTIES OF ASSISTANT SECRETARIES AND ASSISTANT
|
Section N.
|
COMPENSATION
11
|
Section O.
|
DELEGATION OF DUTIES
. 11
|
Section P.
|
DISASTER EMERGENCY POWERS OF ACTING OFFICERS
. 11
|
ARTICLE V.
|
12
|
Section A.
|
CREATION OF COMMITTEES
. 12
|
Section B.
|
EXECUTIVE COMMITTEE
. 12
|
Section C.
|
COMPENSATION COMMITTEE
. 12
|
Section D.
|
AUDIT COMMITTEE
. 12
|
Section E.
|
GOVERNANCE AND NOMINATING COMMITTEE
13
|
Section F.
|
OTHER COMMITTEES
. 13
|
Section G.
|
REMOVAL OR DISSOLUTION
. 13
|
Section H.
|
VACANCIES ON COMMITTEES
. 13
|
Section I.
|
MEETINGS OF COMMITTEES
. 13
|
Section J.
|
ABSENCE OF COMMITTEE MEMBERS
. 13
|
Section K.
|
QUORUM OF COMMITTEES
. 13
|
Section L.
|
MANNER OF ACTING OF COMMITTEES
. 13
|
Section M.
|
MINUTES OF COMMITTEES
. 14
|
Section N.
|
COMPENSATION
. 14
|
Section O.
|
INFORMAL ACTION
14
|
ARTICLE VI.
|
14
|
Section A.
|
GENERAL
14
|
Section B.
|
ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
14
|
Section C.
|
OBLIGATION TO INDEMNIFY
15
|
Section D.
|
DETERMINATION THAT INDEMNIFICATION IS PROPER
15
|
Section E.
|
EVALUATION AND AUTHORIZATION
15
|
Section F.
|
PREPAYMENT OF EXPENSES
15
|
Section G.
|
NONEXCLUSIVITY AND LIMITATIONS
15
|
Section H.
|
CONTINUATION OF INDEMNIFICATION RIGHT
16
|
Section I.
|
INSURANCE
16
|
ARTICLE VII.
|
16
|
Section A.
|
GENERAL
. 16
|
Section B.
|
APPROVAL BY BOARD OF DIRECTORS OR COMMITTEE
17
|
Section C.
|
APPROVAL BY SHAREHOLDERS
17
|
ARTICLE VIII.
|
17
|
Section A.
|
CERTIFICATES FOR SHARES
17
|
Section B.
|
SIGNATURES OF PAST OFFICERS
. 17
|
Section C.
|
TRANSFER AGENTS AND REGISTRARS
. 17
|
Section D.
|
TRANSFER OF SHARES
. 18
|
Section E.
|
LOST CERTIFICATES
. 18
|
ARTICLE IX.
|
18
|
Section A.
|
RECORD DATE FOR SHAREHOLDER ACTIONS
18
|
Section B.
|
RECORD DATE FOR DIVIDEND AND OTHER DISTRIBUTIONS
18
|
ARTICLE X.
|
19
|
ARTICLE XI.
|
19
|
ARTICLE XII.
|
19
|
ARTICLE XIII.
|
19
|
ARTICLE XIV.
|
19
|
ARTICLE XV.
|
20
|
Section A.
|
SCOPE OF EMERGENCY BYLAWS
20
|
Section B.
|
CALL AND NOTICE OF MEETING
20
|
Section C.
|
QUORUM AND VOTING
20
|
Section D.
|
APPOINTMENT OF TEMPORARY DIRECTORS
20
|
Section E.
|
MODIFICATION OF LINES OF SUCCESSION
21
|
Section F.
|
CHANGE OF PRINCIPAL OFFICE
21
|
Section G.
|
LIMITATION OF LIABILITY
21
|
Section H.
|
REPEAL AND CHANGE
21
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ R
OBERT
M. D
UTKOWSKY
|
Robert M. Dutkowsky
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/
S
/ J
EFFERY
P. H
OWELLS
|
Jeffery P. Howells
Executive Vice President and
Chief Financial Officer
|
(i)
|
The Quarterly Report on Form 10-Q of Tech Data Corporation for the quarter ended April 30, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ R
OBERT
M. D
UTKOWSKY
|
Robert M. Dutkowsky
Chief Executive Officer
|
(i)
|
The Quarterly Report on Form 10-Q of Tech Data Corporation for the quarter ended April 30, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ J
EFFERY
P. H
OWELLS
|
Jeffery P. Howells
Executive Vice President and
Chief Financial Officer
|