1
================================================================================
This Amendment No. 2 to Form 8-K is filed to incorporate a change in the Item
7(b), Proforma Financial Statements, previously reported in the Amendment 1 to
the Company's Current Report on Form 8-K filed on September 14, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
-------------------------
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 1, 1998
TECH DATA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------------------------------
FLORIDA 0-14625 59-1578329
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
5350 TECH DATA DRIVE, CLEARWATER, FLORIDA 33760
(Address of principal executive offices)
-------------------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (727) 539-7429
NOT APPLICABLE
(Former name or former address, if changed since last report.)
================================================================================
2
Attachment 7(b) - Pro forma financial information.
INDEX TO PRO FORMA FINANCIAL INFORMATION
Page
----
Basis of Presentation................................................. F-20
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
April 30, 1998..................................................... F-21
Unaudited Pro Forma Condensed Consolidated Statement of Income for
the three months ended April 30, 1998.............................. F-22
Unaudited Pro Forma Condensed Consolidated Statement of Income for
the year ended January 31, 1998.................................... F-23
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements......................................................... F-24
F-19
3
TECH DATA CORPORATION
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
The following Unaudited Condensed Consolidated Financial Statements
give effect to the acquisition by Tech Data Corporation ("Tech Data" or the
"Company") of approximately 83% of the voting stock of Computer 2000 AG
("Computer 2000") on July 1, 1998. The Unaudited Pro Forma Condensed
Consolidated Balance Sheet is based upon the individual consolidated balance
sheets of the Company as of April 30, 1998 and of Computer 2000 as of March 31,
1998. The Unaudited Pro Forma Condensed Consolidated Statements of Income are
based upon the individual consolidated statements of income of the Company for
the three months ended April 30, 1998 and the year ended January 31, 1998 and of
Computer 2000 for the three months ended March 31, 1998 and the year ended
December 31, 1997. The results of operations of Tech Data and Computer 2000 have
been combined to give effect to the acquisition as if it had occurred at the
beginning of the periods presented.
The unaudited pro forma consolidated financial information is based
upon preliminary fair value allocations relative to the purchase of Computer
2000. The final allocation of the purchase price may vary as additional
information is obtained, and accordingly, the ultimate allocations may differ
from the allocations used in the unaudited pro forma consolidated financial
statements.
The following pro forma financial information has been prepared from
and should be read in conjunction with the historical financial statements and
related notes thereto of Computer 2000 appearing in the response to Item 7(a) of
Amendment No. 1 to the Company's Current Report on Form 8-K filed on September
14, 1998 and the historical financial statements and related notes thereto of
Tech Data Corporation for the year ended January 31, 1998 and the three months
ended April 30, 1998, previously filed with the Securities and Exchange
Commission.
The unaudited pro forma consolidated financial information is not
necessarily indicative of the financial position or operating results that would
have occurred had the acquisition been consummated on the date or at the
beginning of the periods for which the acquisition is being given effect nor is
it necessarily indicative of future operating results or financial position.
F-20
4
TECH DATA CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 30, 1998
(U.S. dollars in thousands, except share amounts)
Tech Data Computer Pro Forma Combined
Corporation 2000 Adjustments Pro Forma
----------- ---------- ----------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 1,249 $ 89,843 $ -- $ 91,092
Accounts receivable, net 914,837 690,520 -- 1,605,357
Inventories 969,570 490,962 -- 1,460,532
Prepaid and other assets 57,399 45,120 -- 102,519
---------- ---------- ---------- ----------
Total current assets 1,943,055 1,316,445 -- 3,259,500
Property and equipment, net 110,792 23,647 -- 134,439
Excess of cost over acquired net assets, net 57,088 45,675 198,562 (c)(e) 301,325
Other assets, net 22,994 70,571 (25,629)(e) 67,936
---------- ---------- ---------- ----------
$2,133,929 $1,456,338 $ 172,933 $3,763,200
========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit loans $ 335,053 $ 567,738 $ 18,269 (d) $ 921,060
Accounts payable 949,580 409,943 -- 1,359,523
Accrued expenses 101,877 215,149 -- 317,026
---------- ---------- ---------- ----------
Total current liabilities 1,386,510 1,192,830 18,269 2,597,609
Long-term debt 8,627 -- 8,627
Convertible subordinated notes -- -- 300,000 (a) 300,000
---------- ---------- ---------- ----------
Total liabilities 1,395,137 1,192,830 318,269 2,906,236
---------- ---------- ---------- ----------
Minority interest 3,431 156 32,648 (b) 36,235
---------- ---------- ---------- ----------
Total shareholders' equity 735,361 263,352 (177,984)(a)(b)(e) 820,729
---------- ---------- ---------- ----------
$2,133,929 $1,456,338 $ 172,933 $3,763,200
========== ========== ========== ==========
The accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
are an integral part of these financial statements
F-21
5
TECH DATA CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED APRIL 30, 1998
(U.S. dollars in thousands, except per share amounts)
Tech Data Computer Pro Forma Combined
Corporation 2000 Adjustments Pro Forma
----------- ---------- ----------- ---------
Net sales $ 2,184,366 $ 1,494,967 $ -- $ 3,679,333
----------- ----------- ----------- -----------
Cost and expenses:
Cost of products sold 2,044,599 1,397,745 -- 3,442,344
Selling, general and administrative expenses 94,801 67,634 626 (f)(g) 163,061
----------- ----------- ----------- -----------
2,139,400 1,465,379 626 3,605,405
----------- ----------- ----------- -----------
Operating profit 44,966 29,588 (626) 73,928
Interest expense 7,954 7,977 3,903 (h) 19,834
----------- ----------- ----------- -----------
Income before income taxes 37,012 21,611 (4,529) 54,094
Provision for income taxes 13,815 6,977 (1,444)(i) 19,348
----------- ----------- ----------- -----------
Income before minority interest 23,197 14,634 (3,085) 34,746
Minority interest 92 (58) 2,643 (j) 2,677
----------- ----------- ----------- -----------
Net income $ 23,105 $ 14,692 $ (5,728) $ 32,069
=========== =========== =========== ===========
Net income per common share:
Basic $ .48 -- -- $ .64
=========== =========== =========== ===========
Diluted $ .46 -- -- $ .60
=========== =========== =========== ===========
Weighted average common shares outstanding:
Basic 48,285 -- 2,196 (1) 50,481
=========== =========== =========== ===========
Diluted 50,323 -- 7,529 (l) 57,852
=========== =========== =========== ===========
The accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
are an integral part of these financial statements
F-22
6
TECH DATA CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED JANUARY 31, 1998
(U.S. dollars in thousands, except per share amounts)
Tech Data Computer Pro Forma Combined
Corporation 2000 Adjustments Pro Forma
------------ ------------ ------------ ------------
Net sales $ 7,056,619 $ 4,955,291 $ -- $ 12,011,910
------------ ------------ ------------ ------------
Cost and expenses:
Cost of products sold 6,590,873 4,622,404 -- 11,213,277
Selling, general and administrative expenses 293,108 269,567 (3,197)(f)(g) 559,478
------------ ------------ ------------ ------------
6,883,981 4,891,971 (3,197) 11,772,755
------------ ------------ ------------ ------------
Operating profit 172,638 63,320 3,197 239,155
Interest expense 29,908 29,206 15,611 (h) 74,725
Impairment of assets -- 29,411 (29,411)(k) --
------------ ------------ ------------ ------------
Income (loss) before income taxes 142,730 4,703 16,997 164,430
Provision for income taxes 52,816 (11,699) 22,195 (i)(k) 63,312
------------ ------------ ------------ ------------
Income (loss) before minority interest 89,914 16,402 (5,198) 101,118
Minority interest 429 (2,085) 3,235 (j) 1,579
------------ ------------ ------------ ------------
Net income $ 89,485 $ 18,487 $ (8,433) $ 99,539
============ ============ ============ ============
Net income per common share:
Basic $ 2.00 -- -- $ 2.12
============ ============ ============ ============
Diluted $ 1.92 -- -- $ 2.01
============ ============ ============ ============
Weighted average common shares outstanding:
Basic 44,715 -- 2,196 (1) 46,911
============ ============ ============ ============
Diluted 46,610 -- 7,529 (1) 54,139
============ ============ ============ ============
The accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
are an integral part of these financial statements
F-23
7
TECH DATA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Note (1) - Pro Forma Balance Sheet Adjustments
On July 1, 1998 Tech Data Corporation ("Tech Data" or the "Company")
acquired approximately 83% of the outstanding voting stock of Computer 2000 AG
("Computer 2000"). The Company acquired approximately 80% of the outstanding
voting stock of Computer 2000 from its parent company, Klockner & Co. AG through
an exchange of approximately 2.2 million shares of Tech Data Corporation common
stock and $300 million of 5% convertible subordinated notes, due 2003. In a
separate cash transaction on July 1, 1998, Tech Data also acquired an additional
stake of approximately 3% of Computer 2000's shares from an institutional
investor. The combined value of these transactions, including expenses, totaled
approximately $403 million. The transactions have been accounted for under the
purchase method of accounting.
The following are the pro forma balance sheet adjustments to reflect
the purchase:
(a) Reflects the issuance of $300 million of 5% convertible subordinated
notes and the issuance of 2.2 million shares of the Company's common
stock paid as consideration in connection with the acquisition of
Computer 2000.
(b) Reflects the elimination of the common stock, additional paid in
capital and retained earnings of Computer 2000 and the establishment of
minority interest.
(c) Reflects elimination of acquired goodwill of $46 million and the
recognition of goodwill recorded on the acquisition. For purposes of
the Unaudited Pro Forma Condensed Balance Sheet as of April 30, 1998,
the goodwill was computed by subtracting from the estimated purchase
price of $403 million the fair value of net assets acquired as of
March 31, 1998 (net of minority interest).
(d) Reflects the debt issued to finance estimated acquisition costs and
additional purchases of the outstanding common stock of C2000
subsequent to the initial acquisition financed through advances on the
Company's revolving credit loans.
(e) Reflects the reduction of the acquired deferred tax asset to reflect
the anticipated effective tax rate and related impact on the amount to
be realized.
F-24
8
TECH DATA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
Note (2) - Pro Forma Income Statement Adjustments
(f) Reflects the elimination of amortization expense relating to acquired
goodwill.
(g) Reflects the amortization of goodwill resulting from the acquisition of
Computer 2000 over a period of 40 years. Note that the goodwill of
C2000 is computed herein based upon the difference between the purchase
price and the preliminarily estimated fair value of net assets acquired
as of the date of the closing of the transaction.
(h) Reflects the recognition of interest expense resulting from the
issuance of $300 million, 5% subordinated debentures and additional
debt advanced on the Company's revolving credit loans used to fund the
acquisition of Computer 2000 common stock.
(i) Records the tax benefit related to the recognition of interest expense
on indebtedness incurred in connection with the acquisition.
(j) Recognizes the impact of the outstanding minority interest on Computer
2000's earnings after giving effect to pro forma adjustments and
related tax effects.
(k) Represents adjustment to eliminate non-recurring charges and related
tax effects associated with AmeriQuest (a subsidiary of Computer 2000).
(l) Reflects the adjustment to basic and diluted weighted average common
shares outstanding related to the issuance of common stock and
convertible subordinated debt to finance the acquisition.
F-25
9
SIGNATURES
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 thereunto duly authorized.
TECH DATA CORPORATION
Dated: April 30, 1999 By: /s/ JEFFERY P. HOWELLS
-----------------------------
Jeffery P. Howells
Executive Vice President
and Chief Financial Officer
By: /s/ JOSEPH B. TREPANI
-----------------------------
Joseph B. Trepani
Senior Vice President
and Corporate Controller