UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 28, 2012
Tech Data Corporation
(Exact name of registrant as specified in its charter)
Florida |
0-14625 |
59-1578329 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5350 Tech Data Drive Clearwater, Florida |
33760 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 727-539-7429
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On February 28, 2012, Tech Data Corporation issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing its financial results for its fourth-quarter and fiscal year ended January 31, 2012. The information in this Form 8-K, including the exhibit noted in Item 9.01, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
GAAP to Non-GAAP Reconciliation
The disclosures of financial results for the three and twelve months ended January 31, 2012, contained herein are prepared in accordance with Generally Accepted Accounting Principles ("GAAP") and for comparative purposes, are accompanied by disclosures and financial measures that are not prepared in conformity with GAAP. These non-GAAP disclosures include certain adjustments as noted below and the related tax effect not reflected in the GAAP presentations.
We view non-GAAP operating income, non-GAAP net income attributable to shareholders of Tech Data Corporation, and non-GAAP diluted earnings per share as the most relevant financial measures in comparing ourselves to other companies and in developing our future operating plans. We also use these non-GAAP financial measures to conduct and measure our business against internally developed objectives and evaluate the performance of our consolidated operations and geographic operating segments. Additionally, a significant portion of our management team's incentive compensation is directly tied to profitability goals which exclude the impact of the adjustments indicated above.
Management believes that these non-GAAP measures are useful to investors because they provide meaningful comparisons to prior periods, management's previous outlooks, and the analysts' own financial models, which may exclude the costs of these actions.
Management recognizes that there is a material limitation associated with the use of these non-GAAP measures as compared to GAAP measures of operating income, net income attributable to shareholders of Tech Data Corporation, and diluted earnings per share. The limitation of these non-GAAP measures is that they do not accurately reflect all period costs included in operating income and net income associated with these actions, and as such, may not be comparable to other companies with similar actions who present such costs differently. To compensate for this limitation, management believes that it is appropriate to consider operating income, net income attributable to shareholders of Tech Data Corporation, and diluted earnings per share determined under GAAP as well as on a non-GAAP basis. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1
February 28, 2012 Press Release by Tech Data Corporation (The information provided in this Exhibit 99.1 is furnished and shall not be deemed "filed".)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tech Data Corporation
(Registrant) |
||
February 28, 2012
(Date) |
/s/ JEFFERY P. HOWELLS
Jeffery P. Howells Executive Vice President & Chief Financial Officer Tech Data Corporation |
Exhibit Index | ||
99.1 | Press release dated February 28, 2012 |
EXHIBIT 99.1
CLEARWATER, Fla., Feb. 28, 2012 (GLOBE NEWSWIRE) -- Tech Data Corporation (Nasdaq:TECD), a leading distributor of IT products, today announced results for the fourth quarter and fiscal year ended January 31, 2012.
Results At A Glance(1) | ||||
($ in millions, except per share amounts) |
Three months ended January 31, 2012 |
Three months ended January 31, 2011 |
Fiscal year ended January 31, 2012 |
Fiscal year ended January 31, 2011 |
Net sales | $7,112.6 | $7,117.2 | $26,488.1 | $24,376.0 |
Operating income (GAAP) | $83.8 | $117.8 | $327.9 | $334.0 |
Operating income (Non-GAAP) | $112.1 | $117.8 | $356.2 | $334.0 |
Operating income margin (GAAP) | 1.18% | 1.65% | 1.24% | 1.37% |
Operating income margin (Non-GAAP) | 1.58% | 1.65% | 1.34% | 1.37% |
Net income attributable to shareholders of Tech Data Corporation (GAAP) | $54.1 | $77.3 | $206.4 | $214.2 |
Net income attributable to shareholders of Tech Data Corporation (Non-GAAP) | $73.3 | $77.3 |
$225.6 |
$214.2 |
Net income per diluted share attributable to shareholders of Tech Data Corporation (GAAP) | $1.29 | $1.63 | $4.66 | $4.36 |
Net income per diluted share attributable to shareholders of Tech Data Corporation (Non-GAAP) | $1.75 | $1.63 | $5.09 |
$4.36 |
(1) Please refer to the GAAP to Non-GAAP Reconciliation that is contained in the attached financial summary. | ||||
This information is also available on the Investor Relations section of Tech Data's website at www.techdata.com. |
Net sales for the fourth quarter ended January 31, 2012, were $7.1 billion, consistent with sales in the prior-year fourth quarter. The weakening of certain foreign currencies against the U.S. dollar, compared to the fourth quarter of the prior year, negatively impacted the year-over-year net sales comparison by approximately one percentage point. Sequentially, net sales for the fourth quarter ended January 31, 2012, increased eight percent over the third quarter. Weaker foreign currencies during the fourth quarter negatively impacted the sequential growth by approximately four percentage points.
Operating income for the fourth quarter was $83.8 million, or 1.18 percent of net sales. This compared to operating income of $117.8 million, or 1.65 percent of net sales in the prior-year fourth quarter. Fourth-quarter net income attributable to shareholders of Tech Data Corporation was $54.1 million, or $1.29 per diluted share compared to $77.3 million, or $1.63 per diluted share for the prior-year period based upon Generally Accepted Accounting Principles ("GAAP"). Results for the fourth quarter of fiscal 2012 included a $28.3 million charge, or $0.46 per diluted share after-tax, for the loss on disposal of subsidiaries related to the company's decision to exit its operations in Brazil and Colombia ("loss on disposal of subsidiaries"). Excluding the loss on disposal of subsidiaries, non-GAAP net income for the fourth quarter of fiscal 2012 totaled $73.3 million, or $1.75 per diluted share.
"We completed the fiscal year on a good note, posting record annual sales and earnings per share, as well as return on invested capital well above our weighted average cost of capital," said Robert M. Dutkowsky, Tech Data Corporation's chief executive officer. "We are pleased with the solid performance delivered by both regions, despite a slowing overall IT market and challenging macro-economic environments in certain European countries. In the fourth quarter we took steps to further strengthen and better position the company for the future by exiting unprofitable markets, aligning our European cost structure to more closely match market conditions, investing in industry-leading initiatives and enhancing our capital structure. Tech Data's performance throughout fiscal 2012 demonstrates the strength of our operations and the flexibility of our business model to successfully navigate the ever-changing IT market landscape and deliver strong results for our shareholders. It is also a testament to the talent, hard work and dedication of our worldwide team."
Fourth-Quarter Financial Highlights
Fiscal-Year Results
Net sales for the fiscal year ended January 31, 2012, were $26.5 billion, an increase of nine percent from $24.4 billion for the fiscal year ended January 31, 2011. The strengthening of certain foreign currencies against the U.S. dollar positively impacted the year-over-year fiscal year net sales comparison by approximately three percentage points. On a regional basis, net sales in the Americas represented 41 percent of worldwide net sales and increased three percent to $10.8 billion from $10.5 billion for the prior-year period. Europe represented 59 percent of worldwide net sales and increased 13 percent (8 percent on a euro basis) to $15.6 billion from $13.8 billion for the fiscal year ended January 31, 2011.
For the fiscal year ended January 31, 2012, the company recorded operating income of $327.9 million, or 1.24 percent of net sales, compared with operating income of $334.0 million, or 1.37 percent of net sales, in the prior-year period. Excluding the $28.3 million charge for the loss on disposal of subsidiaries, non-GAAP operating income for the fiscal year ended January 31, 2012 was $356.2 million, or 1.34 percent of net sales.
The company recorded net income attributable to shareholders of Tech Data Corporation of $206.4 million, or $4.66 per diluted share, for the fiscal year ended January 31, 2012. This compared to net income attributable to shareholders of Tech Data Corporation of $214.2 million, or $4.36 per diluted share, in the prior-year period. Excluding the $28.3 million charge for the loss on disposal of subsidiaries, non-GAAP net income attributable to shareholders of Tech Data Corporation for the fiscal year ended January 31, 2012 was $225.6 million, or $5.09 per diluted share.
Business Outlook
For the first quarter of fiscal year 13, taking into account the exit of Brazil and Colombia, the company anticipates flat sales in both regions, in local currencies. Throughout the remaining quarters, the company expects regional sales comparisons to range from slightly positive to slightly negative, resulting in flat sales for the fiscal year, in local currencies. However, the company believes its diverse product portfolio, proactive steps taken, and investments made, will support its operating margin goal of approximately 1.5 percent for the fiscal year.
Webcast Details
Tech Data will discuss its fourth-quarter results on a conference call today at 9:00 a.m. (ET). A webcast of the call, including supplemental schedules, will be available to all interested parties and can be accessed at www.techdata.com/investor. The webcast will be available for replay for three months.
Non-GAAP Financial Information
The non-GAAP data contained in this release is included with the intention of providing investors a more complete understanding of our operational results and trends, but should only be used in conjunction with results reported in accordance with Generally Accepted Accounting Principles ("GAAP"). Non-GAAP measures presented in this release or other releases, presentations and similar documents issued by the company, exclude restructuring charges, certain consulting costs, impairment charges, certain changes in valuation allowances for certain deferred tax assets, extraordinary gains or losses and other infrequent or unusual items. A detailed reconciliation of the adjustments between results calculated using GAAP and non-GAAP in this release is contained in the attached financial summary. This information is also available for review on the Investor Relations section of Tech Data's website at www.techdata.com/investor.
Cautionary Statement
Certain matters discussed in this news release are forward-looking statements, based on the company's current expectations that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: global economic and political instability, competition, narrow margins, dependence on information systems, acquisitions and divestitures, exposure to natural disasters, war and terrorism, dependence on independent shipping companies, impact of policy changes, labor strikes, risk of declines in inventory value, product availability, vendor terms and conditions, loss of significant customers, customer credit exposure, need for liquidity and capital resources, fluctuations in interest rates, foreign currency exchange rates, exposure to foreign markets, international operations, changes in income tax and other regulatory legislation, potential adverse effects of litigation or regulatory enforcement action, changes in accounting rules, and the volatility of common stock price. Additional discussion of these and other factors affecting the company's business and prospects is contained in the company's periodic filings with the Securities and Exchange Commission, copies of which can be obtained at the company's Investor Relations website at www.techdata.com. All information in this release is as of February 28, 2012. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company's expectations.
About Tech Data
Tech Data Corporation (Nasdaq:TECD) is one of the world's largest wholesale distributors of technology products. Its advanced logistics capabilities and value added services enable more than 125,000 resellers in more than 100 countries to efficiently and cost effectively support the diverse technology needs of end users. Tech Data generated $26.5 billion in net sales for the fiscal year ended January 31, 2012 and is ranked 109th on the Fortune 500®. To learn more, visit www.techdata.com.
The Tech Data Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=10666
TECH DATA CORPORATION AND SUBSIDIARIES | |||||
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) | |||||
(In thousands, except per share amounts) | |||||
Three months ended | Fiscal year ended | ||||
January 31, | January 31, | ||||
2012 | 2011 | 2012 | 2011 | ||
Net sales | $ 7,112,552 | $ 7,117,195 | $ 26,488,124 | $ 24,375,973 | |
Cost of products sold | 6,737,608 | 6,738,449 | 25,094,133 | 23,092,685 | |
Gross profit | 374,944 | 378,746 | 1,393,991 | 1,283,288 | |
Selling, general and administrative expenses | 262,819 | 260,977 | 1,037,839 | 949,303 | |
Loss on disposal of subsidiaries | 28,294 | -- | 28,294 | -- | |
Operating income | 83,831 | 117,769 | 327,858 | 333,985 | |
Interest expense | 6,235 | 8,270 | 31,343 | 29,926 | |
Other expense (income), net | 311 | 692 | 1,193 | 444 | |
Income before income taxes | 77,285 | 108,807 | 295,322 | 303,615 | |
Provision for income taxes | 18,076 | 27,583 | 78,474 | 84,752 | |
Consolidated net income | 59,209 | 81,224 | 216,848 | 218,863 | |
Net income attributable to noncontrolling interest | (5,140) | (3,927) | (10,452) | (4,620) | |
Net income attributable to shareholders of Tech Data Corporation | $ 54,069 | $ 77,297 | $ 206,396 | $ 214,243 | |
Net income per common share attributable to shareholders of Tech Data Corporation: | |||||
Basic | $1.31 | $1.66 | $4.72 | $4.41 | |
Diluted | $1.29 | $1.63 | $4.66 | $4.36 | |
Weighted average common shares outstanding | |||||
Basic | 41,217 | 46,667 | 43,749 | 48,587 | |
Diluted | 41,865 | 47,311 | 44,327 | 49,085 |
TECH DATA CORPORATION AND SUBSIDIARIES | ||||
CONSOLIDATED BALANCE SHEET | ||||
(In thousands) | ||||
January 31, | January 31, | |||
2012 | 2011 (1) | |||
ASSETS | (Unaudited) | |||
Current assets: | ||||
Cash and cash equivalents | $505,178 | $763,725 | ||
Accounts receivable, net | 2,871,243 | 2,896,671 | ||
Inventories | 1,802,976 | 2,205,394 | ||
Prepaid expenses and other assets | 202,505 | 181,147 | ||
Total current assets | 5,381,902 | 6,046,937 | ||
Property and equipment, net | 88,595 | 94,315 | ||
Other assets, net | 314,921 | 270,831 | ||
Total assets | $5,785,418 | $6,412,083 | ||
LIABILITIES AND EQUITY | ||||
Current liabilities: | ||||
Accounts payable | $3,042,809 | $3,147,753 | ||
Accrued expenses and other liabilities | 551,280 | 562,638 | ||
Revolving credit loans and current maturities of long-term debt, net | 48,490 | 434,435 | ||
Total current liabilities | 3,642,579 | 4,144,826 | ||
Long-term debt, net | 57,253 | 60,076 | ||
Other long-term liabilities | 83,438 | 68,754 | ||
Total liabilities | 3,783,270 | 4,273,656 | ||
Equity attributable to shareholders of Tech Data Corporation | 1,973,823 | 2,114,466 | ||
Noncontrolling interest | 28,325 | 23,961 | ||
Total equity | 2,002,148 | 2,138,427 | ||
Total liabilities and equity | $5,785,418 | $6,412,083 | ||
(1) As adjusted for the company's change in accounting for book overdrafts. |
TECH DATA CORPORATION AND SUBSIDIARIES | ||||
GAAP TO NON-GAAP RECONCILIATION (UNAUDITED) | ||||
(In thousands, except per share amounts) | ||||
Three months ended | Fiscal year ended | |||
January 31, | January 31, | |||
Operating Income | 2012 | 2011 | 2012 | 2011 |
GAAP operating income | $ 83,831 | $ 117,769 | $ 327,858 | $ 333,985 |
Loss on disposal of subsidiaries (1) | 28,294 | -- | 28,294 | -- |
Non-GAAP operating income | $ 112,125 | $ 117,769 | $ 356,152 | $ 333,985 |
Net Income | ||||
GAAP net income | $ 54,069 | $ 77,297 | $ 206,396 | $ 214,243 |
Loss on disposal of subsidiaries (1) | 28,294 | -- | 28,294 | -- |
Tax effect on loss of disposal of subsidiaries | (9,073) | -- | (9,073) | -- |
Non-GAAP net income | $ 73,290 | $ 77,297 | $ 225,617 | $ 214,243 |
Net Income per Diluted Share | ||||
GAAP net income per share | $ 1.29 | $ 1.63 | $ 4.66 | $ 4.36 |
Loss on disposal of subsidiaries (1) | 0.68 | -- | 0.64 | -- |
Tax effect on loss of disposal of subsidiaries | (0.22) | -- | (0.21) | -- |
Non-GAAP net income per diluted share | $ 1.75 | $ 1.63 | $ 5.09 | $ 4.36 |
Weighted average common shares outstanding | ||||
Diluted | 41,865 | 47,311 | 44,327 | 49,085 |
(1) Loss on disposal of subsidiaries relates to the exit of the company's operations in Brazil and Colombia. |
TECH DATA CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION (UNAUDITED) (In thousands) |
||||||
Three months ended | Three months ended | |||||
January 31, 2012 | January 31, 2011 | |||||
Operating | Operating | Operating | Operating | |||
Operating Income by Segment | Income | Margin | Income | Margin | ||
Americas | $26,736 | .97% | $48,621 | 1.75% | ||
Europe | 59,825 | 1.37% | 71,640 | 1.65% | ||
Stock-based compensation | (2,730) | (.04)% | (2,492) | (.04)% | ||
Worldwide total | $83,831 | 1.18% | $117,769 | 1.65% | ||
Three months ended | Three months ended | |||||
January 31, 2012 | January 31, 2011 | |||||
Operating | Operating | Operating | Operating | |||
Non-GAAP Operating Income by Segment | Income | Margin | Income | Margin | ||
Americas | $55,030 | 2.01% | $48,621 | 1.75% | ||
Europe | 59,825 | 1.37% | 71,640 | 1.65% | ||
Stock-based compensation | (2,730) | (.04)% | (2,492) | (.04)% | ||
Worldwide total | $112,125 | 1.58% | $117,769 | 1.65% | ||
Three months ended | Three months ended | |||||
January 31, 2012 | January 31, 2011 | |||||
Operating | Operating | Operating | Operating | |||
GAAP to Non-GAAP Reconciliation of Americas Operating Income | Income | Margin | Income | Margin | ||
GAAP operating income | $26,736 | .97% | $48,621 | 1.75% | ||
Loss on disposal of subsidiaries (1) | 28,294 | 1.03% | -- | -- | ||
Non-GAAP Americas operating income | $55,030 | 2.01% | $48,621 | 1.75% | ||
(1)Loss on disposal of subsidiaries relates to the exit of the company's operations in Brazil and Colombia. |
TECH DATA CORPORATION AND SUBSIDIARIES | ||||||||
SUPPLEMENTARY INFORMATION (UNAUDITED) | ||||||||
(In thousands) | ||||||||
Fiscal year ended | Fiscal year ended | |||||||
January 31, 2012 | January 31, 2011 | |||||||
Operating | Operating | Operating | Operating | |||||
Operating Income by Segment | Income | Margin | Income | Margin | ||||
Americas | $174,882 | 1.61% | $183,639 | 1.74% | ||||
Europe | 163,675 | 1.05% | 160,233 | 1.16% | ||||
Stock-based compensation | (10,699) | (.04)% | (9,887) | (.04)% | ||||
Worldwide total | $327,858 | 1.24% | $333,985 | 1.37% | ||||
Fiscal year ended | Fiscal year ended | |||||||
January 31, 2012 | January 31, 2011 | |||||||
Operating | Operating | Operating | Operating | |||||
Non-GAAP Operating Income by Segment | Income | Margin | Income | Margin | ||||
Americas | $203,176 | 1.87% | $183,639 | 1.74% | ||||
Europe | 163,675 | 1.05% | 160,233 | 1.16% | ||||
Stock-based compensation | (10,699) | (.04)% | (9,887) | (.04)% | ||||
Worldwide total | $356,152 | 1.34% | $333,985 | 1.37% | ||||
Fiscal year ended | Fiscal year ended | |||||||
January 31, 2012 | January 31, 2011 | |||||||
GAAP to Non-GAAP Reconciliation of | Operating | Operating | Operating | Operating | ||||
Americas Operating Income (Loss) | Income | Margin | Income | Margin | ||||
GAAP operating income (loss) | $174,882 | 1.61% | $183,639 | 1.74% | ||||
Loss on disposal of subsidiaries (1) | 28,294 | .26% | -- | -- | ||||
Non-GAAP Americas operating income | $203,176 | 1.87% | $183,639 | 1.74% | ||||
(1) Loss on disposal of subsidiaries relates to the exit of the company's operations in Brazil and Colombia. |
Return on Invested Capital (ROIC) (UNAUDITED) | ||
($ in millions) | ||
Twelve months ended | Twelve months ended | |
January 31, 2012 | January 31, 2011 (2) | |
Net Operating Profit After Tax (NOPAT): | ||
Operating Income (1) | $356 | $334 |
Tax Provision | 96 | 93 |
NOPAT (1) | $260 | $241 |
Average Invested Capital: | ||
Short-term debt (5-qtr average) | $348 | $156 |
Long-term debt (5-qtr average) | 61 | 295 |
Shareholders' Equity (5-qtr average) | 2,127 | 2,061 |
Total average capital | 2,536 | 2,512 |
Less: Cash (5-qtr average) | (719) | (831) |
Average capital less average cash | $1,817 | $1,681 |
Return on Invested Capital (ROIC) | 14% | 14% |
(1) Excludes a $28.3 million charge recorded in Q4 FY'12 for loss on disposal of subsidiaries related to the company's | ||
exit of its operations in Brazil and Colombia. | ||
(2) As adjusted for the company's change in accounting for book overdrafts. | ||
Net Cash (UNAUDITED) | ||
($ in millions) | January 31, 2012 | January 31, 2011 (2) |
Cash | $505 | $764 |
Current debt, excluding convertible debentures | 48 | 93 |
Long-term debt | 57 | 60 |
Convertible debentures (net of discount) (1) | -- | 341 |
Total debt | 105 | 494 |
Net Cash (Cash less total debt) | $400 | $270 |
(1) In December 2006, $350 million of convertible debentures were issued and are shown net of discount of $9 million for | ||
January 31, 2011. The convertible debentures were redeemed in December 2011. | ||
(2) As adjusted for the company's change in accounting for book overdrafts. |
CONTACT: Jeffery P. Howells Executive Vice President and Chief Financial Officer 727-538-7825 (jeff.howells@techdata.com) Arleen Quinones Director, Investor Relations and Shareholder Services 727-532-8866 (arleen.quinones@techdata.com)