8-K

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: May 26, 2016

(Date of earliest event reported)

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14625	59-1578329
(State of Incorporation)	(Commission File Number)	(IRS employer Identification No.)

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

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 May 26, 2016, Tech Data Corporation (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing its financial results for the three months ended April 30, 2016. The information in this Form 8-K, including Exhibit 99.1, 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 months ended April 30, 2016, contained herein are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and 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.

· LCD settlements, net:

For the three months ended April 30, 2016, non-GAAP selling, general and administrative expenses (“SG&A”), non-GAAP operating income and non-GAAP operating margin exclude gains associated with LCD settlements of $0.4 million. For the three months ended April 30, 2016, non-GAAP net income and non-GAAP net income per diluted share exclude this item, net of the tax impact.

· Acquisition-related intangible assets amortization expense:

For the three months ended April 30, 2016, non-GAAP selling, general and administrative expenses (“SG&A”), non-GAAP operating income and non-GAAP operating margin exclude acquisition-related intangible assets amortization expense of $5.4 million. For the three months ended April 30, 2016, non-GAAP net income and non-GAAP net income per diluted share exclude this item, net of the tax impact.

In addition to GAAP results, Company management believes that the presentation of non-GAAP financial measures is useful to investors because it provides investors with a more complete understanding of our operational results and a meaningful comparison of our performance between periods. The non-GAAP results should only be used in conjunction with results reported in accordance with GAAP and are not intended to be a substitute for results reported in accordance with GAAP. Non-GAAP financial measures presented in the press release, supplemental slide presentation and similar documents issued by the Company include but are not limited to net sales, income or expense items as adjusted for the impact of changes in foreign currencies (referred to as “constant currency”) and the impact of the exit of certain country operations, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share and non-GAAP Return on Invested Capital. These non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by comparable companies. Management may also use these non-GAAP financial measures to establish operational goals and, in some cases, for measuring performance for compensation purposes. The press release and supplemental slide presentation provide a detailed reconciliation between results reported in accordance with GAAP and non-GAAP financial measures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release, dated May 26, 2016.
99.2	Supplemental slide presentation dated May 26, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tech Data Corporation
	(Registrant)
Date: May 26, 2016	/s / Charles V. Dannewitz
	Charles V. Dannewitz Executive Vice President, & Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Tech Data Corporation Reports First Quarter Fiscal Year 2017 Results

15 Percent Growth in Non-GAAP Operating Income; 31 Percent Growth in Non-GAAP EPS

CLEARWATER, Fla., May 26, 2016 (GLOBE NEWSWIRE) -- Tech Data Corporation (NASDAQ:TECD) (the “Company”) today announced its financial results for the first quarter ended April 30, 2016.

	Three months ended April 30,
($ in millions, except per share amounts)		2016			2015
Net Sales	$	5,963.4		$	5,887.2
Operating income (GAAP)	$	52.6		$	81.9
Operating margin (GAAP)		0.88	%		1.39	%
Operating income (Non-GAAP)	$	57.6		$	50.2
Operating margin (Non-GAAP)		0.97	%		0.85	%
Net income (GAAP)	$	33.4		$	51.3
Net income (Non-GAAP)	$	37.0		$	29.6
EPS - diluted (GAAP)	$	0.94		$	1.38
EPS - diluted (Non-GAAP)	$	1.05		$	0.80

A reconciliation of GAAP to non-GAAP financial measures is presented in the financial tables of this press release.
This information is also available on the Investor Relations section of Tech Data’s website at www.techdata.com/investor. 

Financial Highlights for the First Quarter Ended April 30, 2016:

• Net sales were $6.0 billion, an increase of 1 percent compared to the prior-year quarter. On a constant currency basis, and excluding from the prior period net sales generated in Chile, Peru and Uruguay (“exited operations”) due to the Company’s previously announced exit from those countries, net sales increased 2 percent.
  • The Americas: Net sales were $2.4 billion (40 percent of worldwide net sales), an increase of 2 percent compared to the prior-year quarter. On a constant currency basis, and excluding from the prior period net sales generated in the exited operations, net sales grew approximately 4 percent.
  • Europe: Net sales were $3.6 billion (60 percent of worldwide net sales), an increase of 1 percent compared to the prior-year quarter. On a constant currency basis, net sales grew 1 percent year-over-year.
• Gross profit was $298.6 million, an increase of $6.7 million, or 2 percent, compared to the prior-year quarter. As a percentage of net sales, gross profit was 5.01 percent, an improvement of 5 basis points.
• Selling, general and administrative expenses (“SG&A”) were $246.5 million, or 4.13 percent of net sales, compared to $248.5 million, or 4.22 percent of net sales in the prior-year quarter. Non-GAAP SG&A was $241.1 million, a decrease of $0.7 million, compared to the prior-year quarter. As a percentage of net sales, non-GAAP SG&A was 4.04 percent, an improvement of 7 basis points.
   
• Worldwide operating income was $52.6 million, or 0.88 percent of net sales compared to $81.9 million or 1.39 percent of net sales in the prior-year quarter. Operating income for the prior-year quarter included $38.5 million of gains related to LCD settlement agreements, net of attorney fees and expenses. Non-GAAP operating income was $57.6 million, an increase of $7.4 million, or 15 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP operating income was 0.97 percent, an improvement of 12 basis points.
  • The Americas: Operating income was $31.3 million, or 1.31 percent of net sales, compared to $62.4 million, or 2.67 percent of net sales in the prior-year quarter. Operating income for the prior-year quarter included the aforementioned LCD settlement gains. Non-GAAP operating income was $31.4 million, an increase of $7.0 million, or 29 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP operating income was 1.32 percent, an improvement of 28 basis points.
  • Europe: Operating income was $24.9 million, or 0.70 percent of net sales, compared to $23.4 million, or 0.66 percent of net sales in the prior-year quarter. Non-GAAP operating income was $29.8 million, an increase of $0.2 million or approximately 1 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP operating income was 0.83 percent, essentially flat compared to the prior-year quarter.
  • Stock-based compensation expense was $3.7 million, compared to $3.8 million in the prior-year quarter. These expenses are excluded from the regional non-GAAP operating results and presented as a separate line item in the company’s segment reporting (see the GAAP to non-GAAP reconciliation in the financial tables of this press release).
    
    
• Net income was $33.4 million, compared to $51.3 million in the prior-year quarter. Earnings per share on a diluted basis (“EPS”) were $0.94, compared to $1.38 in the prior year quarter. Net income and EPS for the prior-year quarter included the aforementioned LCD settlement gains, net of taxes. Non-GAAP net income was $37.0 million, an increase of $7.5 million, or 25 percent, compared to the prior-year quarter. Non-GAAP EPS was $1.05, an increase of $0.25, or 31 percent, compared to $0.80 in the prior-year quarter.
   
• Net cash generated by operations during the quarter was $276 million.
   
• Return on invested capital on a non-GAAP basis for the trailing twelve months was 14 percent compared to 11 percent in the prior year.

“We are pleased to report a strong start to fiscal year 2017,” said Robert M. Dutkowsky, chief executive officer. “In Q1, our teams capitalized on pockets of demand and delivered above-market sales growth. Higher sales, coupled with strong margin and expense management, resulted in double-digit growth in non-GAAP operating income, non-GAAP net income, and non-GAAP earnings per share. In addition, we generated $276 million in cash from operations and earned a return on invested capital of 14 percent – a 300 basis point improvement over the prior year period. Tech Data’s Q1 results are a testament to the strength of our geographic, vendor, product and customer portfolios and to the flexibility of our business model. Our diverse, end-to-end portfolio of IT Solutions enables us to capture opportunities in the evolving IT marketplace, deliver differentiated value to our customers and vendor partners, and produce strong results for our shareholders.” 

Business Outlook

• For the quarter ending July 31, 2016, the Company anticipates worldwide net sales to be in the range of $6.55 billion to $6.75 billion. This guidance assumes year-over-year constant currency net sales growth of flat to low-single-digits in both regions, and an average U.S. dollar to euro exchange rate of $1.12 to €1.00. 
   
• For the quarter ending July 31, 2016, the Company anticipates non-GAAP EPS to be in the range of $1.39 to $1.49.
   
• This guidance assumes weighted average diluted shares outstanding of 35.4 million and an effective tax rate in the range of 28 percent to 30 percent.

Webcast Details

Tech Data will hold a conference call today at 9:00 a.m. (ET) to discuss its financial results for the first quarter ended April 30, 2016. A webcast of the call, including supplemental schedules, will be available to all interested parties and can be obtained at www.techdata.com/investor. The webcast will be available for replay for three months.

Non-GAAP Financial Information

The non-GAAP financial information contained in this release is included with the intention of providing investors a more complete understanding of the Company’s operational results and trends, but should only be used in conjunction with results reported in accordance with Generally Accepted Accounting Principles (“GAAP”). Certain non-GAAP measures presented in this release or other releases, presentations and similar documents issued by the Company include sales, income or expense items as adjusted for the impact of changes in foreign currencies (referred to as “constant currency”) and the impact of the exit of certain country operations. Certain non-GAAP measures also exclude acquisition-related intangible assets amortization expense, benefits associated with legal settlements, value-added tax assessment matters, a loss on disposal of subsidiaries, and restatement and remediation related expenses. A detailed reconciliation of the adjustments between results calculated using GAAP and non-GAAP in this release is contained in the attached financial schedules. This information can also be obtained from the Company’s Investor Relations website at www.techdata.com/investor.

Forward-Looking Statements 

This press release includes "forward-looking statements" within the meaning of the federal securities laws and regulations, including those regarding the Company's business outlook. These statements are subject to risks and uncertainties, including the risks identified in the Company’s most recent Annual Report on Form 10-K filed March 24, 2016. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements. Forward-looking statements reflect management's analysis as of the filing date of this press release. The Company does not undertake to update or revise these statements to reflect subsequent developments.

About Tech Data

Tech Data Corporation is one of the world’s largest wholesale distributors of technology products, services and solutions. Its advanced logistics capabilities and value added services enable 105,000 resellers to efficiently and cost effectively support the diverse technology needs of end users in more than 100 countries. Tech Data generated $26.4 billion in net sales for the fiscal year ended January 31, 2016. It is ranked No. 107 on the Fortune 500^® and one of Fortune’s “World’s Most Admired Companies.” To learn more, visit www.techdata.com, or follow us on Facebook and Twitter.

TECH DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
	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

TECH DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands, except par value and share amounts)
	April 30,			January 31,
		2016			2016
ASSETS	(unaudited)
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
Shareholders' equity:
Common stock, par value $0.0015; 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

TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands)
	Q1 FY17 - Three months ended April 30, 2016
	Americas⁽ˆ⁾			Europe⁽ˆ⁾			Stock Compensation Expense			Consolidated
Net Sales	$	2,388,004		$	3,575,358					$	5,963,362
GAAP operating income⁽ˆ⁾	$	31,275		$	24,940		$	(3,657	)	$	52,558
LCD settlements, net		(443	)		-						(443	)
Acquisition-related amortization of intangibles		580			4,865						5,445
Total non-GAAP operating income adjustments	$	137		$	4,865					$	5,002
Non-GAAP operating income	$	31,412		$	29,805		$	(3,657	)	$	57,560
GAAP operating margin		1.31	%		0.70	%					0.88	%
Non-GAAP operating margin		1.32	%		0.83	%					0.97	%
⁽ˆ⁾  GAAP operating income does not include stock compensation expense at the regional level.

	Q1 FY16 - Three months ended April 30, 2015
	Americas⁽ˆ⁾			Europe⁽ˆ⁾			Stock Compensation Expense			Consolidated
Net Sales	$	2,339,260		$	3,547,969					$	5,887,229
GAAP operating income⁽ˆ⁾	$	62,359		$	23,397		$	(3,818	)	$	81,938
Restatement and remediation related expenses		38			580						618
LCD settlements, net		(38,511	)		-						(38,511	)
Loss on disposal of subsidiaries		363			-						363
Acquisition-related amortization of intangibles		170			5,610						5,780
Total non-GAAP operating income adjustments	$	(37,940	)	$	6,190					$	(31,750	)
Non-GAAP operating income	$	24,419		$	29,587		$	(3,818	)	$	50,188
GAAP operating margin		2.67	%		0.66	%					1.39	%
Non-GAAP operating margin		1.04	%		0.83	%					0.85	%
⁽ˆ⁾  GAAP operating income does not include stock compensation expense at the regional level.

TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands, except per share amounts)
Selling, general and administrative expenses ("SG&A")	Three months ended April 30,
		2016			2015
Net Sales	$	5,963,362		$	5,887,229
GAAP SG&A		246,496			248,462
Acquisition-related amortization of intangibles		(5,445	)		(5,780	)
Restatement and remediation related expenses		-			(618	)
Loss on disposal of subsidiaries		-			(363	)
Non-GAAP SG&A	$	241,051		$	241,701
GAAP SG&A percentage of net sales		4.13	%		4.22	%
Non-GAAP SG&A percentage of net sales		4.04	%		4.11	%

	Three months ended April 30,
		2016						2015
	Net Income			Diluted EPS			Net Income			Diluted EPS
GAAP Results	$	33,373		$	0.94		$	51,277		$	1.38
LCD settlements, net		(443	)		(0.01	)		(38,511	)		(1.04	)
Restatement and remediation related expenses		-			-			618			0.02
Loss on disposal of subsidiaries		-			-			363			0.01
Acquisition-related intangible assets amortization expense		5,445			0.15			5,780			0.16
Income tax effect of the above adjustments		(1,333	)		(0.03	)		10,052			0.27
Non-GAAP results	$	37,042		$	1.05		$	29,579		$	0.80

Return on Invested Capital (ROIC)
	Twelve months ended
	April 30, 2016
TTM Non-GAAP Net Operating Profit After Tax (NOPAT)*:
Non-GAAP Operating Income	$	326,441
Non-GAAP effective tax rate		28.1	%
Non-GAAP NOPAT (Non-GAAP operating income x (1 - non-GAAP effective tax rate))	$	234,834
Average Invested Capital:
Short-term debt (5-qtr average)	$	17,467
Long-term debt (5-qtr average)		349,842
Non-GAAP Shareholders' Equity (5-qtr average)		1,976,247
Total average capital		2,343,556
Less: Cash (5-qtr average)		(654,263	)
Average invested capital less average cash	$	1,689,293
ROIC		14	%
* Trailing Twelve Months is abbreviated as TTM.

Contacts:

Charles V. Dannewitz, Executive Vice President and Chief Financial Officer
727-532-8028 (chuck.dannewitz@techdata.com); or

Arleen Quinones, Vice President, Investor Relations and Corporate Communications
727-532-8866 (arleen.quinones@techdata.com)

EX-99.2

EXHIBIT 99.2