|
|
|
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 20, 2016
|
Common stock, par value $.0015 per share
|
35,196,695
|
|
|
|
|
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, 2016
|
|
January 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
825,734
|
|
|
$
|
531,169
|
|
Accounts receivable, less allowances of $45,851 and $45,875
|
2,580,799
|
|
|
2,995,114
|
|
||
Inventories
|
2,092,742
|
|
|
2,117,384
|
|
||
Prepaid expenses and other assets
|
135,917
|
|
|
178,394
|
|
||
Total current assets
|
5,635,192
|
|
|
5,822,061
|
|
||
Property and equipment, net
|
71,179
|
|
|
66,028
|
|
||
Goodwill
|
212,882
|
|
|
204,114
|
|
||
Intangible assets, net
|
158,518
|
|
|
159,386
|
|
||
Other assets, net
|
113,125
|
|
|
106,699
|
|
||
Total assets
|
$
|
6,190,896
|
|
|
$
|
6,358,288
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,157,646
|
|
|
$
|
3,427,580
|
|
Accrued expenses and other liabilities
|
455,231
|
|
|
487,003
|
|
||
Revolving credit loans and current maturities of long-term debt, net
|
17,939
|
|
|
18,063
|
|
||
Total current liabilities
|
3,630,816
|
|
|
3,932,646
|
|
||
Long-term debt, less current maturities
|
348,816
|
|
|
348,608
|
|
||
Other long-term liabilities
|
76,382
|
|
|
71,279
|
|
||
Total liabilities
|
4,056,014
|
|
|
4,352,533
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at April 30, 2016 and January 31, 2016
|
89
|
|
|
89
|
|
||
Additional paid-in capital
|
676,886
|
|
|
682,227
|
|
||
Treasury stock, at cost (24,048,956 and 24,163,402 shares at April 30, 2016 and January 31, 2016)
|
(1,072,331
|
)
|
|
(1,077,434
|
)
|
||
Retained earnings
|
2,467,571
|
|
|
2,434,198
|
|
||
Accumulated other comprehensive income (loss)
|
62,667
|
|
|
(33,325
|
)
|
||
Total shareholders' equity
|
2,134,882
|
|
|
2,005,755
|
|
||
Total liabilities and shareholders' equity
|
$
|
6,190,896
|
|
|
$
|
6,358,288
|
|
|
Three months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
Net sales
|
$
|
5,963,362
|
|
|
$
|
5,887,229
|
|
Cost of products sold
|
5,664,751
|
|
|
5,595,340
|
|
||
Gross profit
|
298,611
|
|
|
291,889
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative expenses
|
246,496
|
|
|
248,462
|
|
||
LCD settlements, net
|
(443
|
)
|
|
(38,511
|
)
|
||
|
246,053
|
|
|
209,951
|
|
||
Operating income
|
52,558
|
|
|
81,938
|
|
||
Interest expense
|
5,601
|
|
|
5,722
|
|
||
Other (income) expense, net
|
(1,034
|
)
|
|
161
|
|
||
Income before income taxes
|
47,991
|
|
|
76,055
|
|
||
Provision for income taxes
|
14,618
|
|
|
24,778
|
|
||
Net income
|
$
|
33,373
|
|
|
$
|
51,277
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.95
|
|
|
$
|
1.39
|
|
Diluted
|
$
|
0.94
|
|
|
$
|
1.38
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
35,127
|
|
|
36,822
|
|
||
Diluted
|
35,370
|
|
|
37,036
|
|
|
Three months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
33,373
|
|
|
$
|
51,277
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustment
|
95,992
|
|
|
8,480
|
|
||
Total comprehensive income
|
$
|
129,365
|
|
|
$
|
59,757
|
|
|
Three months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Cash received from customers
|
$
|
7,093,723
|
|
|
$
|
6,506,634
|
|
Cash paid to vendors and employees
|
(6,793,778
|
)
|
|
(6,389,994
|
)
|
||
Interest paid, net
|
(8,369
|
)
|
|
(8,301
|
)
|
||
Income taxes paid
|
(15,821
|
)
|
|
(1,005
|
)
|
||
Net cash provided by operating activities
|
275,755
|
|
|
107,334
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Expenditures for property and equipment
|
(7,166
|
)
|
|
(4,227
|
)
|
||
Software and software development costs
|
(4,397
|
)
|
|
(3,017
|
)
|
||
Proceeds from sale of subsidiaries
|
—
|
|
|
18,747
|
|
||
Net cash (used in) provided by investing activities
|
(11,563
|
)
|
|
11,503
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments for employee tax withholdings on equity awards
|
(4,093
|
)
|
|
(4,352
|
)
|
||
Net (repayments) borrowings on revolving credit loans
|
(1,187
|
)
|
|
3,035
|
|
||
Proceeds from the reissuance of treasury stock
|
146
|
|
|
104
|
|
||
Cash paid for purchase of treasury stock
|
—
|
|
|
(47,003
|
)
|
||
Principal payments on long-term debt
|
—
|
|
|
(118
|
)
|
||
Acquisition earn-out payment
|
—
|
|
|
(2,736
|
)
|
||
Net cash used in financing activities
|
(5,134
|
)
|
|
(51,070
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
35,507
|
|
|
8,421
|
|
||
Net increase in cash and cash equivalents
|
294,565
|
|
|
76,188
|
|
||
Cash and cash equivalents at beginning of year
|
531,169
|
|
|
542,995
|
|
||
Cash and cash equivalents at end of period
|
$
|
825,734
|
|
|
$
|
619,183
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
33,373
|
|
|
$
|
51,277
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Loss on disposal of subsidiaries
|
—
|
|
|
363
|
|
||
Depreciation and amortization
|
14,047
|
|
|
14,179
|
|
||
Provision for losses on accounts receivable
|
(1,305
|
)
|
|
(408
|
)
|
||
Stock-based compensation expense
|
3,657
|
|
|
3,818
|
|
||
Accretion of debt discount and debt issuance costs on Senior Notes
|
208
|
|
|
187
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
519,337
|
|
|
237,196
|
|
||
Inventories
|
93,260
|
|
|
(8,122
|
)
|
||
Prepaid expenses and other assets
|
50,479
|
|
|
(28,690
|
)
|
||
Accounts payable
|
(381,928
|
)
|
|
(134,682
|
)
|
||
Accrued expenses and other liabilities
|
(55,373
|
)
|
|
(27,784
|
)
|
||
Total adjustments
|
242,382
|
|
|
56,057
|
|
||
Net cash provided by operating activities
|
$
|
275,755
|
|
|
$
|
107,334
|
|
|
Three months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
(in thousands, except per share data)
|
|
|
|
||||
Net income
|
$
|
33,373
|
|
|
$
|
51,277
|
|
|
|
|
|
||||
Weighted average common shares - basic
|
35,127
|
|
|
36,822
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Equity based awards
|
243
|
|
|
214
|
|
||
Weighted average common shares - diluted
|
35,370
|
|
|
37,036
|
|
||
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.95
|
|
|
$
|
1.39
|
|
Diluted
|
$
|
0.94
|
|
|
$
|
1.38
|
|
|
Shares
|
|
Nonvested at January 31, 2016
|
496,329
|
|
Granted
(a)
|
219,407
|
|
Vested
|
(161,148
|
)
|
Canceled
|
(3,959
|
)
|
Nonvested at April 30, 2016
|
550,629
|
|
|
Shares
|
|
Weighted-average
price per share |
|||
Treasury stock balance at January 31, 2016
|
24,163,402
|
|
|
$
|
44.59
|
|
Shares of treasury stock reissued
|
(114,446
|
)
|
|
|
||
Treasury stock balance at April 30, 2016
|
24,048,956
|
|
|
$
|
44.59
|
|
|
April 30, 2016
|
|
January 31, 2016
|
||||||||||||
|
Fair value measurement category
|
|
Fair value measurement category
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
|
$
|
2,115
|
|
|
|
|
|
|
$
|
3,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
|
$
|
3,997
|
|
|
|
|
|
|
$
|
2,274
|
|
|
|
|
Three months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
Net sales to unaffiliated customers:
|
|
|
|
||||
Americas
(1)
|
$
|
2,388,004
|
|
|
$
|
2,339,260
|
|
Europe
|
3,575,358
|
|
|
3,547,969
|
|
||
Total
|
$
|
5,963,362
|
|
|
$
|
5,887,229
|
|
|
|
|
|
||||
Operating income:
|
|
|
|
||||
Americas
(2)
|
$
|
31,275
|
|
|
$
|
62,359
|
|
Europe
|
24,940
|
|
|
23,397
|
|
||
Stock-based compensation expense
|
(3,657
|
)
|
|
(3,818
|
)
|
||
Total
|
$
|
52,558
|
|
|
$
|
81,938
|
|
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Americas
|
$
|
4,890
|
|
|
$
|
4,041
|
|
Europe
|
9,157
|
|
|
10,138
|
|
||
Total
|
$
|
14,047
|
|
|
$
|
14,179
|
|
|
|
|
|
||||
Capital expenditures:
|
|
|
|
||||
Americas
|
$
|
6,097
|
|
|
$
|
3,864
|
|
Europe
|
5,466
|
|
|
3,380
|
|
||
Total
|
$
|
11,563
|
|
|
$
|
7,244
|
|
As of:
|
April 30, 2016
|
|
January 31, 2016
|
||||
Identifiable assets:
|
|
|
|
||||
Americas
|
$
|
1,976,795
|
|
|
$
|
2,078,443
|
|
Europe
|
4,214,101
|
|
|
4,279,845
|
|
||
Total
|
$
|
6,190,896
|
|
|
$
|
6,358,288
|
|
|
|
|
|
||||
Long-lived assets:
|
|
|
|
||||
Americas
(1)
|
$
|
32,184
|
|
|
$
|
29,402
|
|
Europe
|
38,995
|
|
|
36,626
|
|
||
Total
|
$
|
71,179
|
|
|
$
|
66,028
|
|
|
|
|
|
||||
Goodwill & acquisition-related intangible assets, net:
|
|
|
|
||||
Americas
|
$
|
35,034
|
|
|
$
|
35,615
|
|
Europe
|
281,944
|
|
|
274,401
|
|
||
Total
|
$
|
316,978
|
|
|
$
|
310,016
|
|
(1)
|
Net sales to unaffiliated customers in the United States represented
88%
and
87%
, respectively, of the total Americas' net sales to unaffiliated customers for the
three months ended April 30, 2016
and
2015
. Total long-lived assets in the United States represented
95%
of the Americas' total long-lived assets at both
April 30, 2016
and
January 31, 2016
.
|
(2)
|
Operating income in the Americas for the three months ended April 30, 2016 and 2015 includes a gain related to LCD settlements, net, of
$0.4 million
and
$38.5 million
, respectively (see further discussion in
Note 1 – Business and Summary of Significant Accounting Policies
).
|
|
Three months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
Net sales
|
100.00
|
|
%
|
|
100.00
|
|
%
|
Cost of products sold
|
94.99
|
|
|
|
95.04
|
|
|
Gross profit
|
5.01
|
|
|
|
4.96
|
|
|
Operating expenses:
|
|
|
|
|
|
||
Selling, general and administrative expenses
|
4.13
|
|
|
|
4.22
|
|
|
LCD settlements, net
|
0.00
|
|
|
|
(0.65
|
)
|
|
|
4.13
|
|
|
|
3.57
|
|
|
Operating income
|
0.88
|
|
|
|
1.39
|
|
|
Interest expense
|
0.09
|
|
|
|
0.10
|
|
|
Other (income) expense, net
|
(0.01
|
)
|
|
|
0.00
|
|
|
Income before income taxes
|
0.80
|
|
|
|
1.29
|
|
|
Provision for income taxes
|
0.24
|
|
|
|
0.42
|
|
|
Net income
|
0.56
|
|
%
|
|
0.87
|
|
%
|
•
|
Net sales, as adjusted, which is defined as net sales adjusted for the impact of changes in foreign currencies and the impact of the exit of business operations in Chile, Peru and Uruguay (referred to as "impact of exited operations"). The impact of exited operations is calculated by removing the net sales generated in Chile, Peru and Uruguay from the comparable period in the prior year;
|
•
|
Gross profit, as adjusted, which is defined as gross profit as adjusted for the impact of changes in foreign currencies;
|
•
|
Selling, general and administrative expenses (“SG&A”), as adjusted, which is defined as SG&A as adjusted for the impact of changes in foreign currencies;
|
•
|
Non-GAAP operating income, which is defined as operating income as adjusted to exclude LCD settlements, net, restatement and remediation related expenses, loss on disposal of subsidiaries and acquisition-related intangible asset amortization;
|
•
|
Non-GAAP net income, which is defined as net income as adjusted to exclude LCD settlements, net, restatement and remediation related expenses, loss on disposal of subsidiaries, acquisition-related intangible asset amortization and the income tax effects of these adjustments; and
|
•
|
Non-GAAP earnings per share-diluted, which is defined as earnings per share-diluted as adjusted for the per share impact of the items described above.
|
|
Three months ended April 30
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Consolidated net sales, as reported
|
$
|
5,963
|
|
|
$
|
5,887
|
|
|
$
|
76
|
|
|
1.3
|
%
|
Impact of changes in foreign currencies
|
21
|
|
|
—
|
|
|
|
|
|
|||||
Impact of exited operations
|
—
|
|
|
(21
|
)
|
|
|
|
|
|||||
Consolidated net sales, as adjusted
|
$
|
5,984
|
|
|
$
|
5,866
|
|
|
$
|
118
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Americas net sales, as reported
|
$
|
2,388
|
|
|
$
|
2,339
|
|
|
$
|
49
|
|
|
2.1
|
%
|
Impact of changes in foreign currencies
|
20
|
|
|
—
|
|
|
|
|
|
|||||
Impact of exited operations
|
—
|
|
|
(21
|
)
|
|
|
|
|
|||||
Americas net sales, as adjusted
|
$
|
2,408
|
|
|
$
|
2,318
|
|
|
$
|
90
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Europe net sales, as reported
|
$
|
3,575
|
|
|
$
|
3,548
|
|
|
$
|
27
|
|
|
0.8
|
%
|
Impact of changes in foreign currencies
|
1
|
|
|
—
|
|
|
|
|
|
|||||
Europe net sales, as adjusted
|
$
|
3,576
|
|
|
$
|
3,548
|
|
|
$
|
28
|
|
|
0.8
|
%
|
AMERICAS
|
EUROPE
|
Americas net sales, as adjusted, increased by $90 million primarily due to growth in the broadline product category.
|
The increase in net sales in Europe, as adjusted, of $28 million is primarily due to growth in the broadline product category, partially offset by lower sales of mobility and data center products.
|
|
Three months ended April 30
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Gross profit, as reported
|
$
|
298.6
|
|
|
$
|
291.9
|
|
|
$
|
6.7
|
|
|
2.3
|
%
|
Impact of changes in foreign currencies
|
0.6
|
|
|
—
|
|
|
|
|
|
|||||
Gross profit, as adjusted
|
$
|
299.2
|
|
|
$
|
291.9
|
|
|
$
|
7.3
|
|
|
2.5
|
%
|
|
Three months ended April 30
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
SG&A, as reported
|
$
|
246.5
|
|
|
$
|
248.5
|
|
|
$
|
(2.0
|
)
|
|
(0.8
|
)%
|
Impact of changes in foreign currencies
|
0.5
|
|
|
—
|
|
|
|
|
|
|||||
SG&A, as adjusted
|
$
|
247.0
|
|
|
$
|
248.5
|
|
|
$
|
(1.5
|
)
|
|
(0.6
|
)%
|
|
|
|
|
|
|
|
|
|||||||
SG&A as a percentage of net sales, as reported
|
4.13
|
%
|
|
4.22
|
%
|
|
|
|
(9) bps
|
|
•
|
The decrease in GAAP operating income of $29.3 million is primarily due to a decrease of $38.1 million in gains related to settlement agreements with certain manufacturers of LCD flat panel and cathode ray tube displays, net of attorney fees and expenses, partially offset by an increase in net sales.
|
•
|
The increase in non-GAAP operating income of $7.4 million is primarily due to an increase in net sales while keeping SG&A expenses relatively flat.
|
CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION OF OPERATING INCOME
|
|||||||
Three months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
Operating income
|
$
|
52.6
|
|
|
$
|
81.9
|
|
LCD settlements, net
|
(0.4
|
)
|
|
(38.5
|
)
|
||
Restatement and remediation related expenses
|
—
|
|
|
0.6
|
|
||
Loss on disposal of subsidiaries
|
—
|
|
|
0.4
|
|
||
Acquisition-related intangible assets amortization expense
|
5.4
|
|
|
5.8
|
|
||
Non-GAAP operating income
|
$
|
57.6
|
|
|
$
|
50.2
|
|
Three months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
Americas
|
$
|
31.3
|
|
|
$
|
62.3
|
|
Europe
|
24.9
|
|
|
23.4
|
|
||
Stock-based compensation expense
|
(3.6
|
)
|
|
(3.8
|
)
|
||
Total
|
$
|
52.6
|
|
|
$
|
81.9
|
|
•
|
The decrease in GAAP operating income of $31.0 million is primarily due to a decrease of $38.1 million in gains related to settlement agreements with certain manufacturers of LCD flat panel and cathode ray tube displays, net of attorney fees and expenses, partially offset by an increase in net sales.
|
•
|
The increase in non-GAAP operating income of $7.0 million is primarily due to an increase in net sales.
|
AMERICAS GAAP TO NON-GAAP RECONCILIATION OF OPERATING INCOME
|
|||||||
Three months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
Operating income - Americas
|
$
|
31.3
|
|
|
$
|
62.3
|
|
LCD settlements, net
|
(0.4
|
)
|
|
(38.5
|
)
|
||
Loss on disposal of subsidiaries
|
—
|
|
|
0.4
|
|
||
Acquisition-related intangible assets amortization expense
|
0.5
|
|
|
0.2
|
|
||
Non-GAAP operating income - Americas
|
$
|
31.4
|
|
|
$
|
24.4
|
|
EUROPE GAAP TO NON-GAAP RECONCILIATION OF OPERATING INCOME
|
|||||||
Three months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
Operating income - Europe
|
$
|
24.9
|
|
|
$
|
23.4
|
|
Restatement and remediation related expenses
|
—
|
|
|
0.6
|
|
||
Acquisition-related intangible assets amortization expense
|
4.9
|
|
|
5.6
|
|
||
Non-GAAP operating income - Europe
|
$
|
29.8
|
|
|
$
|
29.6
|
|
Three months ended April 30:
|
|
2016
|
|
2015
|
Effective tax rate
|
|
30.5%
|
|
32.6%
|
CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION OF NET INCOME
|
|||||||
Three months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
Net income
|
$
|
33.4
|
|
|
$
|
51.3
|
|
LCD settlements, net
|
(0.4
|
)
|
|
(38.5
|
)
|
||
Restatement and remediation related expenses
|
—
|
|
|
0.6
|
|
||
Loss on disposal of subsidiaries
|
—
|
|
|
0.4
|
|
||
Acquisition-related intangible assets amortization expense
|
5.4
|
|
|
5.8
|
|
||
Income tax effect of the above adjustments
|
(1.4
|
)
|
|
10.0
|
|
||
Non-GAAP net income
|
$
|
37.0
|
|
|
$
|
29.6
|
|
CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION OF EARNINGS PER SHARE-DILUTED
|
|||||||
Three months ended April 30:
|
2016
|
|
2015
|
||||
Earnings per share-diluted
|
$
|
0.94
|
|
|
$
|
1.38
|
|
LCD settlements, net
|
(0.01
|
)
|
|
(1.04
|
)
|
||
Restatement and remediation related expenses
|
—
|
|
|
0.02
|
|
||
Loss on disposal of subsidiaries
|
—
|
|
|
0.01
|
|
||
Acquisition-related intangible assets amortization expense
|
0.15
|
|
|
0.16
|
|
||
Income tax effect of the above adjustments
|
(0.03
|
)
|
|
0.27
|
|
||
Non-GAAP earnings per share-diluted
|
$
|
1.05
|
|
|
$
|
0.80
|
|
As of:
|
|
April 30, 2016
|
|
January 31, 2016
|
|
As of:
|
April 30, 2015
|
|
January 31, 2015
|
||||
DSO
|
|
39
|
|
|
37
|
|
|
DSO
|
40
|
|
|
35
|
|
DOS
|
|
34
|
|
|
27
|
|
|
DOS
|
32
|
|
|
26
|
|
DPO
|
|
(51
|
)
|
|
(44
|
)
|
|
DPO
|
(49
|
)
|
|
(41
|
)
|
Net cash days
|
|
22
|
|
|
20
|
|
|
Net cash days
|
23
|
|
|
20
|
|
Three months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
275.8
|
|
|
$
|
107.3
|
|
Investing activities
|
(11.6
|
)
|
|
11.5
|
|
||
Financing activities
|
(5.1
|
)
|
|
(51.0
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
35.5
|
|
|
8.4
|
|
||
Net increase in cash and cash equivalents
|
$
|
294.6
|
|
|
$
|
76.2
|
|
Twelve months ended April 30:
|
2016
|
|
2015
|
||||
(in millions)
|
|
|
|
||||
ROIC
(A/B)
|
14%
|
|
11%
|
||||
|
|
|
|
||||
Non-GAAP Net Operating Profit After Tax ("NOPAT")
(A)
:
|
|
|
|
||||
Non-GAAP Operating Income
|
$
|
326.4
|
|
|
$
|
307.0
|
|
Non-GAAP Effective Tax Rate
|
28.1
|
%
|
|
31.2
|
%
|
||
Non-GAAP NOPAT (Non-GAAP operating income x (1 - non-GAAP effective tax rate))
|
$
|
234.8
|
|
|
$
|
211.4
|
|
|
|
|
|
||||
Average Invested Capital
(B)
:
|
|
|
|
||||
Short-term debt (5-qtr average)
|
$
|
17.5
|
|
|
$
|
34.9
|
|
Long-term debt (5-qtr average)
|
349.8
|
|
|
351.9
|
|
||
Non-GAAP Shareholders' Equity (5-qtr average)
|
1,976.2
|
|
|
2,075.2
|
|
||
Total average capital
|
2,343.5
|
|
|
2,462.0
|
|
||
Less: Cash (5-qtr average)
|
(654.3
|
)
|
|
(583.0
|
)
|
||
Average invested capital less average cash
|
$
|
1,689.2
|
|
|
$
|
1,879.0
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
||||
|
|
|
|
|
|
|
|
|
||||
Charles E. Adair
|
|
31,282,189
|
|
|
497,211
|
|
|
37,965
|
|
|
1,171,472
|
|
Robert M. Dutkowsky
|
|
31,702,069
|
|
|
77,019
|
|
|
38,277
|
|
|
1,171,472
|
|
Harry J. Harczak, Jr.
|
|
31,540,097
|
|
|
239,140
|
|
|
38,128
|
|
|
1,171,472
|
|
Kathleen Misunas
|
|
31,354,133
|
|
|
424,903
|
|
|
38,329
|
|
|
1,171,472
|
|
Thomas I. Morgan
|
|
31,538,307
|
|
|
240,504
|
|
|
38,554
|
|
|
1,171,472
|
|
Steven A. Raymund
|
|
31,505,361
|
|
|
273,840
|
|
|
38,164
|
|
|
1,171,472
|
|
Patrick G. Sayer
|
|
19,377,150
|
|
|
12,401,662
|
|
|
38,553
|
|
|
1,171,472
|
|
Savio W. Tung
|
|
31,548,675
|
|
|
229,986
|
|
|
38,704
|
|
|
1,171,472
|
|
For
|
|
Against
|
|
Abstain
|
32,616,127
|
|
360,342
|
|
12,368
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
30,290,283
|
|
1,356,329
|
|
170,753
|
|
1,171,472
|
(a)
|
Exhibits
|
(1)
|
Filed herewith.
|
(2)
|
Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2014, File No. 0-14625.
|
(3)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ ROBERT M. DUTKOWSKY
|
|
Chief Executive Officer; Director
|
|
June 2, 2016
|
Robert M. Dutkowsky
|
|
|
|
|
|
|
|
||
/s/ CHARLES V. DANNEWITZ
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
June 2, 2016
|
Charles V. Dannewitz
|
|
|
|
|
|
|
|
||
/s/ JEFFREY L. TAYLOR
|
|
Senior Vice President and Corporate Controller (principal accounting officer)
|
|
June 2, 2016
|
Jeffrey L. Taylor
|
|
|
|
|
Pricing Level
|
Debt Ratings
S&P/Moody’s |
Eurodollar Rate
|
Base Rate
|
1
|
BBB+/Baa1 or higher
|
1.125%
|
0.725%
|
2
|
BBB/Baa2
|
1.250%
|
0.850%
|
3
|
BBB-/Baa3
|
1.375%
|
0.975%
|
4
|
BB+/Ba1
|
1.625%
|
1.225%
|
5
|
Lower than BB+/Ba1
|
2.000%
|
1.600%
|
|
|
|
Purpose:
|
|
The Executive Incentive Bonus Plan (“Plan”) governs the payment of cash bonuses to the Company’s named executive officers and all other Section 16 officers (“Executives”). This Plan provides for the payment of annual cash bonuses following the close of each fiscal year based on the achievement of specified performance goals.
|
|
|
|
Eligibility:
|
|
Executives selected by the Compensation Committee. Except as otherwise provided in this Plan, only those Executives who are actively employed by the Company through the last day of the fiscal year (“Participants”) are eligible to participate in this Plan.
|
|
|
|
Administration:
|
|
The Plan is administered by the Compensation Committee. The Compensation Committee shall designate employees eligible to receive bonuses, and shall determine specific bonus targets within the criteria established in this Plan, achievement, and how and when bonuses will be paid. The Compensation Committee shall interpret and apply the Plan and may make adjustments or changes to bonuses at any time at its discretion. All decisions made by the Compensation Committee shall be final.
Bonuses for the Chief Executive Officer will be recommended by the Compensation Committee to the independent members of the Board of Directors for approval.
|
|
|
|
Performance Period:
|
|
The Plan’s performance period commences and ends concurrent with the Company’s fiscal year (the “Performance Period”).
|
|
|
Process:
|
|
Within ninety days of the start of each fiscal year, the Compensation Committee shall designate which of the performance criteria set forth in this Plan will be used and shall establish specific performance targets under which a bonus could be paid to a Participant, the appropriate weight of each performance target, and the range to measure satisfaction or achievement, in whole or in part, of the performance targets. Relevant measures are determined based on the Participant’s span of influence, responsibility, and such other factors the Compensation Committee deem relevant to motivate and retain Participants.
At the end of the performance period, the Compensation Committee shall evaluate the extent to which the specific performance targets were attained and make individual awards based on performance against the pre-established goals. The maximum annual individual award allowed under this Plan is $4,000,000.
|
|
|
|
Performance Criteria:
|
|
The Compensation Committee shall select one, or any combination, of the following performance criteria as the Committee deems appropriate: (i) earnings per share; (ii) net income; (iii) return on sales; (iv) total shareholder return; (v) return on assets; (vi) economic value added; (vii) cash flow; (viii) return on equity; (ix) return on capital employed; (x) return on invested capital; (xi) operating income on a country, regional, worldwide or consolidated basis; (xii) operating income percentage on a country, regional, worldwide or consolidated basis; (xiii) cash days; (xiv) revenue growth; (xv) contribution margin; (xvi) non-GAAP measure of any of these performance criteria as more specifically defined by the Committee; and (xvii) achievement of other explicit strategic objectives or milestones.
The Compensation Committee shall exclude the adverse impact of unusual, non-recurring or extraordinary items attributable to (1) acquisitions or dispositions of stock or assets, (2) any changes in accounting standards or treatments that may be required or permitted by the Financial Accounting Standards Board, Public Company Accounting Oversight Board or adopted by the Company or its subsidiaries after the goal is established, (3) restructuring activities, (4) impairments or disposals of long-lived assets, goodwill or other intangible assets, (5) any business interruption event, (6) amounts included in operating income related to the investment returns of the deferred compensation plan (7) negative or positive impacts of legal settlements, including amounts related to value added tax or other tax matters and (8) the impact of changes in contract terms with major vendors due to changes in payment terms.
|
|
|
|
Performance Payouts:
|
|
The performance – payout relationships for performance measures are set by the Compensation Committee. The payout may be increased in accordance with pre-established ratios if established targets are exceeded, or conversely, if established targets are not met, the payout may be reduced to zero. In addition, the Compensation Committee may, at any time in its absolute discretion, decrease the payout to be made under this Plan to any Participant.
|
|
|
Compensation Changes:
|
|
Target incentives consist of non-discretionary awards and are calculated as a percentage of base salary. Changes to base salary during the year, other than annual merit increases, impact the related target incentive on a prorated basis using days remaining in the fiscal year in the numerator and total days in the fiscal year in the denominator.
|
|
|
|
Payments:
|
|
Each Participant shall receive a single lump sum cash payment during the fiscal year that immediately follows the Performance Period in which it was earned; provided, however, no Participant shall receive any payment unless and until the annual approval of achievement of the bonus targets has been made by the Compensation Committee, or as otherwise approved by the Compensation Committee.
Any payments made under this Plan shall not be treated as a “deferral of compensation” (as such term is described in § 1.409A-1(b) of the Treasury Regulations) if such payment is paid no later than two and one-half (2
1
/2) months after the end of the taxable year of the Participant in which the payment is no longer subject to a “substantial risk of forfeiture” (as such term is described in § 1.409A-1(d) of the Treasury Regulations).”
|
|
|
|
Payments in the Event of:
|
|
|
|
|
|
Death
:
|
|
In the event a Participant dies during the Performance Period, the Company will pay the Participant’s target incentive to the Participant’s beneficiary as indicated in the employer paid basic life insurance coverage. Payment will be made concurrent with all other payments under the Plan.
|
|
|
|
Disability
:
|
|
In the event a Participant is terminated due to an inability to return from an approved leave under the Company’s Short-Term Disability Plan, the Company will pay the Participant’s target incentive to the Participant prorated based on date of separation. Payment will be made concurrent with all other payments under the Plan.
|
|
|
|
Severance
:
|
|
In the event a Participant’s employment is involuntarily terminated, a Participant’s eligibility for a payout under this Plan will be determined under the terms of the Executive Severance Plan.
|
|
|
|
Reduction in Force:
|
|
In the event a Participant is terminated as part of a reduction in force, a Participant’s eligibility for a payout under this Plan will be determined under the terms of the Executive Severance Plan.
|
|
|
|
Voluntary Resignation:
|
|
In the event a Participant voluntarily resigns, the Participant will receive no payout under this Plan.
|
|
|
|
Termination For Cause:
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In the event a Participant is terminated for cause, the Participant will receive no payout under this Plan.
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162(m):
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It is the intention that the Plan be administered to comply with Section 162(m) of the Internal Revenue Code, as it may be modified from time to time. However, the Compensation Committee may decide to set a target bonus or make a bonus award that does not qualify under Section 162(m).
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Termination and Amendments:
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The Compensation Committee may amend or terminate this Plan in any manner and at any time. This Plan does not preclude the Company from adopting or continuing other compensation arrangements that may apply generally or may apply only in specific cases provided, however, that any such amendment or termination shall be made in a manner, and shall be construed so as, to comply with the requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder.
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Clawback:
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Notwithstanding anything to the contrary in this Plan, the Company may be entitled or required by law, any applicable Company policy (any such policy, a “Clawback Policy”) or the requirements of an exchange on which the Company’s shares are listed for trading, to recoup compensation paid to a Participant pursuant to this Plan or otherwise, and each Participant selected to participate in the Plan shall be deemed to have agreed to comply with any such Company request or demand for recoupment. Each Participant shall also be deemed to have acknowledged and agreed that the Clawback Policy may be modified from time to time in the sole discretion of the Company and without the consent of the Participant, and that such modification will be deemed to amend this Plan.
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1.
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I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);
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2.
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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;
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3.
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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;
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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
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5.
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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.
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/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/ C
HARLES
V. D
ANNEWITZ
|
Charles V. Dannewitz
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, 2016 (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, 2016 (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/ C
HARLES
V. D
ANNEWITZ
|
Charles V. Dannewitz
Executive Vice President and
Chief Financial Officer
|