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EX-32.1 - EXHIBIT 32.1 - SED INTERNATIONAL HOLDINGS INCv343407_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - SED INTERNATIONAL HOLDINGS INCv343407_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - SED INTERNATIONAL HOLDINGS INCv343407_ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - SED INTERNATIONAL HOLDINGS INCv343407_ex31-2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2013

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                To

 

Commission File Number 001-35094

  

SED INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

  

GEORGIA

(State of incorporation)

 

22-2715444

(I.R.S. Employer Identification No.)

  

3505 NEWPOINT PLACE, SUITE 450, LAWRENCEVILLE, GEORGIA 30043

 (Address, including zip code, of Principal Executive Offices)

  

(770) 243-1200

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated filer  ¨ Accelerated filer  ¨
Non-accelerated filer  ¨  Smaller reporting company  x

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

 

The number of shares outstanding of the Registrant’s common stock, par value $.01 per share, at May 1, 2013 was 5,165,500 shares.

  

 
 

 

SED INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

    Page
  PART I – FINANCIAL INFORMATION 
     
Item 1. Financial Statements  
     
  Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and June 30, 2012
     
  Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2013 and 2012 (Unaudited) 4
     
  Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2013 and 2012 (Unaudited) 5
     
  Notes to Condensed Consolidated Financial Statements (Unaudited) 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
   
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20
     
Item 4. Controls and Procedures 20
     
   PART II – OTHER INFORMATION  
     
Item 2. Unregistered Sales of Equities and Use of Proceeds 20
     
Item 6. Exhibits 21
   
Signatures 22

 

FORWARD LOOKING STATEMENT INFORMATION

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements regarding the plans and objectives of management for future operations”. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved.

.

2
 

 

SED INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

   March 31, 2013   June 30, 2012 
   (Unaudited)   (Note 1) 
ASSETS        
         
Current assets:          
Cash and cash equivalents   $4,167   $4,710 
Trade accounts receivable, less allowance for doubtful accounts of $788 and $853, respectively    53,005    54,030 
Inventories    56,815    61,785 
Deferred tax assets, net    589    632 
Other current assets    10,132    8,123 
Total current assets    124,708    129,280 
Property and equipment, net    3,916    3,549 
Other assets    176    264 
Total assets   $128,800   $133,093 
           
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
Current liabilities:          
Trade accounts payable   $67,743   $63,084 
Accrued and other current liabilities    8,822    8,716 
Revolving credit facilities    35,981    36,880 
Total current liabilities    112,546    108,680 
           
Commitments and contingencies:          
           
Shareholders’ equity:          
Preferred stock, $1.00 par value; 129,500 shares authorized, none issued    0    0 
Common stock, $.01 par value; 100,000,000 shares authorized, 7,189,241 shares issued and 5,155,405 shares outstanding at March 31, 2013 and 7,112,995 shares issued and 4,979,159 shares outstanding at June 30, 2012    71    70 
Additional paid-in capital    70,383    71,013 
Accumulated deficit    (36,593)   (28,692)
Accumulated other comprehensive loss    (3,603)   (3,187)
Treasury stock, 2,033,836 shares and 2,133,836 shares, at cost    (14,004)   (14,791)
Total shareholders’ equity    16,254    24,413 
Total liabilities and shareholders’ equity   $128,800   $133,093 

  

See notes to condensed consolidated financial statements.

 

3
 

 

SED INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share amounts)

(Unaudited)

 

   Three Months Ended
March 31,
   Nine Months Ended
March 31,
 
   2013   2012   2013   2012 
                 
Net sales   $128,849   $138,675   $411,554   $445,440 
Cost of sales    124,261    130,078    391,973    415,686 
Gross profit    4,588    8,597    19,581    29,754 
                     
Selling, general and administrative expenses    7,873    7,910    23,977    24,720 
Depreciation and amortization expense    229    205    673    517 
Foreign currency transactions loss (income)    565    (295)   573    638 
Restructuring-related costs    0    0    1,144    0 
Acquisition-related costs    0    0    0    370 
Total operating expenses    8,667    7,820    26,367    26,245 
Operating income (loss)    (4,079)   777    (6,786)   3,509 
                     
Interest expense, net    231    259    781    942 
Gain on acquisition    0    (263)   0    (1,261)
Income (loss) before income taxes    (4,310)   781    (7,567)   3,828 
Provision (benefit) for income taxes    (115)   332    334    443 
Net income (loss)   $(4,195)  $449   $(7,901)  $3,385 
                     
                     
Comprehensive income (loss):                    
Consolidated net income (loss)   $(4,195)  $449   $(7,901)  $3,385 
Foreign currency translation adjustment    (467)   731    (549)   (201)
Fair value of interest rate swap contract    17    37    133    153 
Total comprehensive income (loss)   $(4,645)  $1,217   $(8,317)  $3,337 
                     
                     
Basic income (loss) per common share   $(0.83)  $0.09   $(1.58)  $0.70 
Diluted income (loss) per common share   $(0.83)  $0.09   $(1.58)  $0.69 
                     
Weighted average number of common shares outstanding:                    
Basic    5,043,000    4,923,000    5,000,000    4,851,000 
Diluted    5,043,000    4,988,000    5,000,000    4,917,000 

  

See notes to condensed consolidated financial statements.

 

4
 

 

SED INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   Nine Months Ended
March 31,
 
   2013   2012 
Operating activities:          
Net income (loss)   $(7,901)  $3,385 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation and amortization    673    517 
Deferred tax assets    235    (199)
Stock-based compensation    158    297 
Gain from acquisition    0    (1,261)
Provision for losses on trade accounts receivable    333    267 
Changes in operating assets and liabilities:          
Trade accounts receivable    14    2,761 
Inventories    4,256    3,731 
Other assets    (2,996)   (1,150)
Trade accounts payable    6,438    (137)
Accrued and other current liabilities    164    (205)
Net cash provided by operating activities    1,374    8,006 
           
Investing activities:          
Purchases of equipment    (916)   (2,007)
Cash used in acquisition    0    (4,113)
Net cash used in investing activities    (916)   (6,120)
           
Financing activities:           
Net borrowings (repayments) under revolving credit facilities    (898)   708 
Purchase of company common stock    0    (97)
Net cash (used in) provided by financing activities    (898)   611 
Effect of exchange rate changes on cash and cash equivalents    (103)   73 
(Decrease) increase in cash and cash equivalents    (543)   2,570 
Cash and cash equivalents:           
Beginning of period    4,710    4,751 
End of period   $4,167   $7,321 

 

See notes to condensed consolidated financial statements.

 

5
 

 

SED INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands except share and per share amounts)

(Unaudited)

 

1. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of SED International Holdings, Inc. and its wholly-owned subsidiaries, SED International, Inc. (“SED International”), SED International de Colombia S.A.S., and Intermaco S.R.L., (collectively, “SED” or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2013, or any other interim period. The June 30, 2012 condensed consolidated balance sheet has been derived from the audited consolidated financial statements included in SED’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (“Annual Report”).

 

For further information, refer to the consolidated financial statements and footnotes thereto, including Risk Factors, included in the SED’s Annual Report, filed with the Securities and Exchange Commission (“SEC”) on September 13, 2012.

 

2. Earnings (loss) per Common Share

 

Basic earnings (loss) per share are computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

 

Diluted loss per common share for the three and nine months ended March 31, 2013 does not include the dilutive effects of options to purchase 200,000 shares of common stock and the dilutive effect of 111,944 shares of nonvested restricted stock due to their anti-dilutive effects. Included in the diluted earnings per share for the three and nine months ended March 31, 2012 were the dilutive effects of options to purchase 57,500 shares of common stock and the dilutive effect of 47,069 shares of nonvested restricted stock.

 

Components of basic and diluted income (loss) per share for the three and nine months ended March 31, 2013 and 2012 were as follows:

 

   Three Months Ended
March 31,
   Nine Months Ended
March 31,
 
   2013   2012   2013   2012 
                 
Net income (loss)  $(4,195)  $449   $(7,901)  $3,385 
Weighted average number of common shares outstanding - Basic   5,043,000    4,923,000    5,000,000    4,851,000 
Effect of dilutive securities:                    
Stock options   0    50,000    0    50,000 
Non vested restricted stock   0    15,000    0    16,000 
Weighted average number of common shares outstanding - Diluted   5,043,000    4,988,000    5,000,000    4,917,000 
                     
Net income per share:                    
Basic  $(0.83)  $0.09   $(1.58)  $0.70 
Diluted  $(0.83)  $0.09   $(1.58)  $0.69 

 

 

6
 

 

3. Acquisition

 

In August 2011, SED purchased certain assets including finished goods inventories, customer and supplier lists, and intellectual property of ArchBrook Laguna LLC (“ABL”), primarily those related to its subsidiary, Lehrhoff & Co., Inc. (“Lehrhoff”), a distributor of small appliances, housewares, personal care products, and consumer electronics. Under the terms of the agreement, SED acquired the net assets for a purchase price of approximately $4.1 million in cash. SED has also employed certain personnel of Lehrhoff. For fiscal 2012, the estimated fair value of the acquired assets of $5.4 million exceeded the $4.1 million paid by SED, resulting in a gain of $1.3 million, recognized in the nine months ended March 31, 2012.

 

4. Comprehensive Income (Loss)

 

Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions or other events and circumstances from non-owner sources, and is comprised of net income (loss) and other comprehensive income (loss). SED’s other comprehensive income (loss) is comprised of changes in SED’s foreign currency translation adjustments and changes in fair value of an interest rate swap contract, including income taxes attributable to those changes.

 

The deferred income tax asset related to the accumulated other comprehensive loss was fully offset by a valuation allowance as of the beginning and end of the three and nine months ended March 31, 2013 and 2012 and, therefore, the comprehensive income (loss) for these periods had no income tax effect.

 

Accumulated other comprehensive loss included in shareholders’ equity totaled $3.6 million at March 31, 2013 and $3.2 million at June 30, 2012, and consisted of foreign currency translation adjustments of $3.6 million and $3 million, respectively, and $0.2 million for period ending June 30, 2012, related to the interest rate swap contract.

 

5. Segment Reporting

 

SED operates in one business segment as a wholesale distributor of microcomputer, consumer electronics, and small appliance products. SED operates in two geographic regions, the United States and Latin America/Caribbean (combined as one in the table below). Sales of products between SED's geographic regions are made at market prices and are eliminated in consolidation. All corporate overhead is included in the results of U.S. operations.

 

Financial information by geographic region is as follows:

 

    United States     Latin America    

Eliminations

    Consolidation  
For the three months ended March 31, 2013                        
Net sales to unaffiliated customers   $ 96,685     $ 32,862     $ (698 )   $ 128,849  
Gross profit     2,336       2,252       0       4,588  
Foreign currency transaction income     0       565       0       565  
Operating loss     (3,611 )     (468 )     0       (4,079 )
Interest expense (income), net     223       8       0       231  
Income tax (benefit) expense     8       (123 )     0       (115 )
Net loss     (3,843 )     (352 )     0       (4,195 )
Total assets at March 31, 2013     99,422       42,914       (13,536 )     128,800  
                                 
    United States     Latin America     Eliminations     Consolidation  
For the three months ended March 31, 2012                                
Net sales to unaffiliated customers   $ 102,606     $ 36,069     $ 0     $ 138,675  
Gross profit     6,130       2,467       0       8,597  
Foreign currency transaction loss     0       (295 )     0       (295 )
Operating income     102       675       0       777  
Interest expense, net     211       48       0       259  
Gain on acquisition     (263 )     0       0       (263 )
Income tax expense     46       286       0       332  
Net income     108       341       0       449  
Total assets at March 31, 2012     113,578       44,095       (12,798 )     144,875  

 

7
 

 

Sales of products between the SED’s geographic regions are made at market prices and are eliminated in consolidation. All corporate overhead is included in the results of U.S. operations.

 

Net sales by product category for continuing operations are as follows:

 

Three Months Ended March 31,  Microcomputer Products   Consumer Electronics   Small
Appliances
   Total 
2013  $114,936   $7,421   $6,492   $128,849 
2012   120,050    12,831    5,794    138,675 

 

Approximately 41.5% ($20.6 million United States export and $32.9 million Latin America) and 44.1% ($25.1 million United States export and $36.1 million Latin America) for the three months ended March 31, 2013 and 2012, respectively, consisted of sales to customers for export principally into Latin America and the Caribbean area and direct sales to customers in Colombia and Argentina.

 

Financial information by geographic region is as follows:

 

   United States   Latin America  

Eliminations

   Consolidation 
For the nine months ended March 31, 2013                    
Net sales to unaffiliated customers  $314,693   $97,989   $(1,128)  $411,554 
Gross profit   11,811    7,770    0    19,581 
Foreign currency transaction loss   0    573    0    573 
Operating income (loss)   (7,416)   630    0    (6,786)
Interest expense, net   770    11    0    781 
Income tax expense   23    311    0    334 
Net income (loss)   (8,210)   309    0    (7,901)
Total assets at March 31, 2013   99,422    42,914    (13,536)   128,800 
                     
   United States   Latin America   Eliminations   Consolidation 
For the nine months ended March 31, 2012                    
Net sales to unaffiliated customers  $341,406   $104,075   $(41)  $445,440 
Gross profit   22,029    7,725    0    29,754 
Foreign currency transaction loss   0    638    0    638 
Operating income    3,036    473    0    3,509 
Interest expense, net   840    102    0    942 
Gain on acquisition   (1,261)   0    0    (1,261)
Income tax expense   96    347    0    443 
Net income   3,361    24    0    3,385 
Total assets at March 31, 2012   113,578    44,095    (12,798)   144,875 

  

Sales of products between the SED’s geographic regions are made at market prices and are eliminated in consolidation. All corporate overhead is included in the results of U.S. operations.

 

Net sales by product category for continuing operations are as follows:

 

Nine Months Ended March 31,  Microcomputer
Products
   Consumer
Electronics
   Small
Appliances
   Total 
2013  $359,842   $29,354   $22,358   $411,554 
2012   385,945    43,300    16,195    445,440 

 

Approximately 38.9% ($62.2 million United States export, net of ($1.1) million elimination, and $98 million Latin America) and 39.2% ($70.7 million United States export and $104.1 million Latin America) for the nine months ended March 31, 2013 and 2012, respectively, consisted of sales to customers for export principally into Latin America and the Caribbean area and direct sales to customers in Colombia and Argentina.

 

8
 

 

6. Shareholders’ Equity

 

Incentive Compensation Plans — In December 2009, shareholders approved SED’s 2009 Incentive Compensation Plan (the “2009 Plan”). Under the 2009 Plan, an initial 250,000 shares of common stock are available for awards. On December 5, 2012, the shareholders approved an additional 500,000 shares of common stock bringing the cumulative total available for awards to 750,000. Awards under the 2009 Plan may take the form of stock options (either incentive stock options or non-qualified options), restricted stock, or restricted stock units. As of March 31, 2013, there were 404,148 awards available for future grants.

 

Stock Options — At March 31, 2013, stock options for 200,000 shares were outstanding and 20,000 were exercisable with an aggregate intrinsic value of approximately $48,000. During the nine months ended March 31, 2012, stock options for 102,500 shares were exercised on a cash-less basis which resulted in the issuance of 40,302 shares of our common stock.

 

Restricted Stock — SED established the 2007 Restricted Stock Plan (the “2007 Plan”) during fiscal 2008. A total of 750,000 shares of SED’s authorized and unissued shares of common stock were reserved for grants under the 2007 Plan. Generally, the awards are subject to forfeiture prior to vesting and vest in equal amounts on the second, third and fourth anniversaries of the grant date; provided, however, that at the time of vesting the holder is an employee of SED. At March 31, 2013, all shares were vested under the 2007 Plan. The value of restricted stock awards is determined using the market price of SED’s common stock on the grant date.

 

Non-employee director base compensation includes a per annum payment of $35,000 of restricted shares of common stock which shall be paid quarterly. This portion of the non-employee director base compensation was eliminated as of April 23, 2013. The number of shares to be issued to the Directors will be determined on the last day of each quarter based upon the market price of SED’s common stock as of that date. These restricted shares of common stock vest on the date of issuance. During the nine months ended March 31, 2013, SED issued 37,120 restricted shares of common stock to the non-employee directors. Effective August 2012, the Chairman of the Board was elected Executive Chairman and, as such, will no longer be a non-employee director and will receive a salary rather than an annual fee and restricted stock. In connection with his election, the Board awarded the Executive Chairman options to purchase 100,000 shares of common stock exercisable at $2.15 per share and subject to vesting in five equal installments beginning on August 29, 2012 and on each of next four anniversaries, provided he is a director on each anniversary date. These options were awarded from the 2009 Plan.

 

Effective October 15, 2012, the Board awarded to Mr. Robert O’Malley, president and chief executive officer of the Company as of that date: (a) options to purchase 100,000 shares of common stock exercisable at $1.85 per share and vesting in three annual tranches and (b) 100,000 shares of restricted common stock were issued from the Company’s treasury stock with an original cost basis of $0.8 million, both of which are subject to vesting upon achievement of specified performance targets. The performance criteria for purposes of the vesting of each option tranche and the vesting of the restricted common stock will be based on the achievement of specified net income per share targets in excess of that achieved in fiscal 2012 and the achievement of specified Return On Invested Capital (“ROIC”) ranging from an ROIC of 10% to an ROIC of 20%.

 

Nonvested restricted stock activity is as follows:

 

   Nine Months Ended March 31, 
   2013   Weighted Average Grant-Date Fair Value   2012   Weighted Average Grant-Date Fair Value 
Shares of nonvested restricted stock-beginning of period    45,403   $4.22    178,890   $1.61 
Issued    140,913   $1.98    84,580   $3.66 
Vested    (74,372)  $2.89    (214,039)  $1.80 
Forfeited    0         (2,362)  $5.10 
Shares of nonvested restricted stock-end of period    111,944   $2.27    47,069   $4.26 

  

Share-based Compensation Expense — During the three months ended March 31, 2013 and 2012, share-based compensation expense was approximately $40,000 and $0.1 million, respectively. Share-based compensation expense was $0.2 million for the nine months ended March 31, 2013 and 2012. At March 31, 2013, there was approximately $0.2 million of unrecognized compensation cost related to nonvested restricted stock awards which SED expects to be recognized over the next 29 months. SED expects to incur approximately $0.1 million of expense over the next 44 months for all unvested stock options outstanding at March 31, 2013. At March 31, 2013, no stock-based compensation has been recognized on the performance based stock options and restricted stock awards.

 

9
 

 

7. Credit Facility and Bank Debt

 

SED currently maintains credit facilities with Wells Fargo Bank (USA) and with three banks in Colombia for SED’s Colombian subsidiary. Total borrowings under SED’s credit facilities were $36.0 million at March 31, 2013 and $36.9 million at June 30, 2012.

 

The Wells Fargo credit agreement, as amended (“Agreement”), provides for borrowings which are collateralized by SED’s U.S. accounts receivable, inventories, and other domestic assets. The Agreement allows borrowings up to $60 million and expires in January 2015. The Agreement may be increased to $75 million in $5 million increments at SED’s discretion if certain criteria are met.

 

Borrowings under the Agreement accrue interest based upon one of two interest rate options depending upon the computation of availability as defined in the Agreement. These interest rate options are (a) LIBOR, plus a margin ranging from 1.50% to 2.25%, or (b) the prime rate. SED is required to pay a commitment fee of .25% on the unused portion of the facility and pay interest and the commitment fee on a monthly basis.

 

The Agreement also contains certain covenants which, among other things, require that SED maintain unused availability of not less than $5 million during the term of the Agreement before SED is permitted to make advances to SED’s Latin American subsidiaries. SED’s advances to its Latin American subsidiaries are limited to $2 million under the Agreement. The Agreement also requires that if SED’s unused availability is less than 10% of the formula borrowing base ($4.7 million at March 31, 2013) at any time during the term of the Agreement, then maintenance of a minimum fixed charge coverage ratio is required. SED’s availability did not fall below this requirement at any time. Dividend payments are limited to $0.5 million under the Agreement and none have been declared or paid. There is a $3 million stock buy-back limit permitted under the Agreement and, at March 31, 2013, SED has repurchased approximately $1.8 million worth of its stock and has approximately $1.2 million remaining for future purchases. As of March 31, 2013, SED determined that it was in compliance with the Agreement.

 

The amount available for borrowings under the Agreement at March 31, 2013 was $10.1 million, after deducting $1.1 million in reserves for outstanding letters of credit.

 

SED maintained an interest rate swap contract, which expired on January 26, 2013, to reduce the impact of the fluctuations in the interest rates on $15 million notional amount of the revolving credit facility under the Agreement. The contract effectively converted the variable rate to a fixed rate of 2.95%. The fixed rates cited do not include Wells Fargo's markup of 1.75% as of March 31, 2013. SED is currently assessing the possibility of entering into interest rate swap contracts in the future. SED recognized the interest rate swap contract as either assets or liabilities on its balance sheet and measured those instruments at fair value. SED has designated the now expired interest rate swap agreement as a cash flow hedge. Accordingly, the gains and losses associated with changes in the fair value of the interest rate swap were reported in other comprehensive income (loss) as the hedge was highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. The fair value, not in SED’s favor, of the interest rate swap was $0.2 million at June 30, 2012 and is included in accrued and other current liabilities. SED does not hold or issue derivative financial instruments for trading purposes.

 

SED’s Colombia subsidiary currently maintains working capital lines of credit at three banks. Each line of credit is short term and maximum availability on each ranges from 2.5 billion to 6.6 billion Colombian pesos, which at March 31, 2013 is approximately $1.4 million to $3.6 million in U.S. dollars, or approximately $8.2 million dollars in the aggregate. At March 31, 2013, SED Colombia’s availability totaled $4.7 million U.S. dollars, after deducting $3.5 million U.S. dollars in reserves for outstanding letters of credit. There were no borrowings on SED Colombia’s credit line facilities at March 31, 2013 or June 30, 2012. As of March 31, 2013, SED Colombia determined that it was in compliance with the credit facility agreements.

 

8. Fair Value Measurements

 

SED determines a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability. The fair value measurement guidance established a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3).

 

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments. The carrying amount of debt outstanding pursuant to revolving debt and similar bank credit agreements approximates fair value as interest rates on these instruments approximate current market rates.

 

10
 

 

SED is exposed to market risks from changes in interest rates, which may affect its operating results and financial position. SED reduces its risks from interest rate fluctuations through the use of an interest rate swap contract (see Note 7). This derivative financial instrument was used to manage risk and was not used for trading or speculative purposes. SED endeavored to utilize the best available information in measuring the fair value of the interest rate swap. The interest rate swap was classified in its entirety based on the lowest level of input that was significant to the fair value measurement. SED has determined that its interest rate swap was a Level 2 liability in the fair value hierarchy as it was valued using a discounted cash flow valuation model which included inputs other than quoted market prices that were both observable and unobservable.

 

9. Subsequent Event

 

On April 4, 2013, SED announced additional plans to strengthen its long-term competitive position through a restructuring of its United States operations. The restructuring initiatives are to improve productivity and strengthen SED’s commercial operations. Key elements of the plan include: (1) focus the Company’s product offerings (the line card) consistent with strategic opportunities in both our Commercial and Consumer businesses; (2) reduce U.S. headcount and SG&A by over 25%; (3) consolidate SED’s 5 U.S. distribution centers into 3 distribution centers by closing 2 of them. Latin America and export operations are not impacted by this restructuring. Costs associated with this restructuring are expected to be approximately $1.4 million, and will be reflected in the period ended June 30, 2013. Additionally, SED will be impacted by losses from selling inventory associated with eliminated vendor lines during the period ending June 30, 2013. These expenses are expected to be in the range of $0.5 million to $1 million.

 

Further, the annual compensation paid to Mr. O’Malley, our CEO, and Mr. Kidston, our Executive Chairman, were each voluntarily reduced by 20% as of April 1, 2013. On April 23, 2013, compensation paid to non-employee directors for both Board and committee memberships was reduced to $3,000 per in person Board meeting each attends and non-employee director base compensation of $35,000 of cash and $35,000 of restricted shares of common stock per annum was eliminated.

 

On May 7, 2013, SED terminated the lease for the New Jersey distribution center effective July 1, 2013. Costs associated with terminating the lease were approximately $0.3 million. SED is currently searching for office space in the northern New Jersey area for sales and product management staff. Also, as of April 30, 2013, all operations at the Plano, Texas distribution center have terminated.

 

********

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

SED International Holdings, Inc. (“SED”) distributes microcomputer, consumer electronic and small appliance products in the United States, Latin America and the Caribbean. SED purchases more than 17,000 products from approximately 200 vendors (directly and indirectly), including such technology market leaders as Acer, Asus, Dell, Epson, Hewlett-Packard, Kingston, Lenovo, Lexmark, Microsoft, Seagate and Western Digital; consumer electronics manufacturers such as Canon, Coby, Haier, Panasonic, Samsung, Sansui, and VuPoint; and an extensive housewares offering, including Black & Decker, Brother, Hamilton Beach / Proctor Silex, Lasko, Norelco, Philips and Vornado. SED’s vendors generally warrant the products distributed by SED and allow the return of defective products. SED sells its products through a dedicated sales force and robust website to reseller customers in retail, e-commerce, VAR, system builder, OEM, custom install and various other reseller channels. SED also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, Business-to-Business and Business-to-Consumer markets. SED distributes its products in the United States, Latin America and the Caribbean region from its strategically located warehouses in Lawrenceville, Georgia; Miami, Florida; Keasbey, New Jersey; City of Industry, California; and Plano, Texas. SED services its customers in Latin America through its wholly-owned subsidiaries SED International de Colombia S.A.S. in Bogotá, Colombia and Intermaco S.R.L. in Buenos Aires, Argentina and from its warehouse in Miami, Florida. SED and its wholly-owned subsidiary, SED International, Inc. (“SED International”) are incorporated in Georgia. As hereinafter used in this document the terms “SED,” “Company,” “we,” “our” or “us” refer collectively to SED and its wholly-owned subsidiaries.

 

On April 4, 2013, SED announced additional plans to strengthen its long-term competitive position through a restructuring of its United States operations. The restructuring initiatives are to improve productivity and strengthen SED’s commercial operations. Key elements of the plan include: (1) focus the Company’s product offerings (the line card) consistent with strategic opportunities in both our Commercial and Consumer businesses; (2) reduce U.S. headcount and SG&A by over 25%; (3) consolidate SED’s 5 U.S. distribution centers into 3 distribution centers by closing 2 of them. Latin America and export operations are not impacted by this restructuring. Costs associated with this restructuring are expected to be approximately $1.4 million, and will be reflected in the period ended June 30, 2013. Additionally, SED will be impacted by losses from selling inventory associated with eliminated vendor lines during the period ending June 30, 2013. These expenses are expected to be in the range of $0.5 million to $1 million.

 

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Further, the annual compensation paid to Mr. O’Malley, our CEO, and Mr. Kidston, our executive chairman, were each voluntarily reduced by 20% as of April 1, 2013. On April 23, 2013, compensation paid to non-employee directors for both Board and committee memberships was reduced to $3,000 per in person Board meeting each attends and non-employee director base compensation of $35,000 of cash and $35,000 of restricted shares of common stock per annum was eliminated.

 

On May 7, 2013, SED terminated the lease for the New Jersey distribution center effective July 1, 2013. Costs associated with terminating the lease were approximately $0.3 million. SED is currently searching for office space in the northern New Jersey area for sales and product management staff. Also, as of April 30, 2013, all operations at the Plano, Texas distribution center have terminated.

 

The following discussion should be read in conjunction with the condensed consolidated financial statements of SED and the notes thereto included in this quarterly report. Historical operating results are not necessarily indicative of trends in operating results for any future period.

 

 

Results of Operations

 

The following table sets forth, for the periods indicated, the amounts and percentage of net sales of certain line items from SED’s condensed consolidated statements of operations (dollar amounts in thousands):

 

   Three Months Ended March 31, 
   2013   2012   $   % 
    $    %    $    %    Change    Change 
                               
Net sales   128,849    100.00%   138,675    100.00%   (9,826)   (7.1)%
Cost of sales   124,261    96.44%   130,078    93.80%   (5,817)   (4.5)%
Gross profit   4,588    3.56%   8,597    6.20%   (4,009)   (46.6)%
                               
Operating expenses:                              
Selling, general and administrative   7,873    6.11%   7,910    5.70%   (37)   (.5)%
Depreciation and amortization   229    .18%   205    .15%   24    11.7%
Foreign currency transaction (gain) loss   565    .44%   (295)   (.21)%   860    (291.5)%
Total operating expenses   8,667    6.73%   7,820    5.64%   847    10.8%
Operating income (loss)   (4,079)   (3.17)%   777    .56%   (4,856)   (625.0)%
Interest expense, net   231    .18%   259    .19%   (28)   (10.8)%
Gain on acquisition   0    0%   (263)   (.19)%   263    (100.0)%
Income (loss) before income taxes   (4,310)   (3.35)%   781    .56%   (5,091)   (652.0)%
Provision (benefit) for income taxes   (115)   (.09)%   332    .24%   (447)   (134.6)%
Net income (loss)   (4,195)   (3.26)%   449    .32%   (4,644)   (1,034.3)%

 

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   Nine Months Ended March 31, 
   2013   2012   $   % 
   $   %   $   %   Change   Change 
                         
Net sales   411,554    100.00%   445,440    100.00%   (33,886)   (7.6)%
Cost of sales   391,973    95.24%   415,686    93.32%   (23,713)   (5.7)%
Gross profit   19,581    4.76%   29,754    6.68%   (10,173)   (34.2)%
 
Operating expenses:
                              
Selling, general and administrative   23,977    5.83%   24,720    5.55%   (743)   (3.0)%
Depreciation and amortization   673    .16%   517    .12%   156    30.2%
Foreign currency transaction loss   573    .14%   638    .14%   (65)   (10.2)%
Restructuring-related costs   1,144    .28%   0    0%   1,144    100.0%
Acquisition-related costs   0    0%   370    .08%   (370)   (100.0)%
Total operating expenses   26,367    6.41%   26,245    5.89%   122    0.5%
Operating income (loss)   (6,786)   (1.65)%   3,509    .79%   (10,295)   (293.4)%
Interest expense, net   781    (.19)%   942    .21%   (161)   (17.1)%
Gain on acquisition   0    0%   (1,261)   (.28)%   1,261    (100.0)%
Income (loss) before income taxes   (7,567)   (1.84)%   3,828    .86%   (11,395)   (297.7)%
Provision for income tax expense   334    .08%   443    .10%   (109)   (24.6)%
Net income (loss)   (7,901)   (1.92)%   3,385    .76%   (11,286)   (333.4)%

 

The following table sets forth, for the periods indicated, the amounts of generally accepted accounting principles in the United States of America (“GAAP”) net income (loss) and Earnings per Share as compared to non-GAAP net income (loss), Earnings per Share, and Adjusted EBITDA (dollar amounts in thousands) (1):

     
   Three Months Ended   Nine Months Ended 
   March 31   March 31 
   2013   2012   2013   2012 
                 
Reconciliation of GAAP net income (loss) and EPS to Non-GAAP measures:
                    
GAAP net income (loss)   $(4,195)  $449   $(7,901)  $3,385 
Stock-based compensation (2)    40    68    159    297 
Restructuring related costs (3)    0    0    1,144    0 
Acquisition related costs (4)    0    0    0    370 
Non-GAAP normalized adjusted net income (loss)   $(4,155)  $517   $(6,598)  $4,052 
                     
GAAP net income (loss) per diluted common share                    
Basic income (loss) per common share   $(0.83)  $0.09   $(1.58)  $0.70 
Diluted income (loss) per common share   $(0.83)  $0.09   $(1.58)  $0.69 
                     
Non-GAAP normalized net income (loss) per common share                    
Normalized basic income (loss) per common share   $(0.82)  $0.11   $(1.32)  $0.84 
Normalized diluted income (loss) per common share   $(0.82)  $0.10   $(1.32)  $0.82 
                     
Weighted average number of common shares outstanding:                    
Basic    5,043,000    4,923,000    5,000,000    4,851,000 
Diluted    5,043,000    4,988,000    5,000,000    4,917,000 

 

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Reconciliation of GAAP net income (loss) to adjusted EBITDA is as follows:                    
                     
GAAP net income   $(4,195)  $449   $(7,901)  $3,385 
Depreciation and amortization    229    205    673    517 
Stock-based compensation (2)    40    68    158    297 
Restructuring related costs (3)    0    0    1,144    0 
Interest expense, net    231    259    781    943 
Provision (benefit) for income taxes    (115)   332    334    443 
Gain on acquisition (5)    0    0    0    (998)
Non-GAAP adjusted EBITDA   $(3,810)  $1,313   $(4,811)  $4,587 

 

 

(1)This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered as a substitute for comparable GAAP measures and should be read only in conjunction with our financial statements prepared in accordance with GAAP.
(2)Stock-based compensation represents to non-cash charges for stock awards.
(3)Restructuring costs associated with severances, consulting, and other costs associated with the reorganization of the management team and departmental structure.
(4)Acquisition related costs were incurred as part of the purchase of the Lehrhoff assets.
(5)Gain on the acquisition of the Lehrhoff assets recorded as a bargain purchase under ASC 805.

  

These non-GAAP financial measures, including “Normalized Adjusted Net Income”, “Adjusted EBITDA” (Earnings Before Interest, Tax, Depreciation and Amortization), and “Normalized EPS” (Earnings Per Share) are used by management as key operating metrics for measuring operational performance. These non-GAAP terms, as defined by the Company, may not be comparable to similarly titled measures used by other companies. Normalized Net Income, Adjusted EBITDA, and Normalized EPS are not measures of financial performance under GAAP. The Company believes that items excluded from Normalized Net Income, Adjusted EBITDA, and Normalized EPS are significant components in understanding and assessing financial performance. These non-GAAP measures should not be considered in isolation or as a substitute for net earnings, operating income and other consolidated earnings data prepared in accordance with GAAP or as a measure of our profitability. These non-GAAP measures are not intended to replace any presentation included in our consolidated financial statements under GAAP and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity.

  

Three Months Ended March 31, 2013 and 2012

 

Net sales. Net sales for the three months ended March 31, 2013 were $128.8 million, a decrease of $9.8 million, or 7.1%, compared with $138.6 million for the three months ended March 31, 2012. The decrease in net sales are primarily attributable to decreases in microcomputer product and consumer electronic sales as described below.

 

Comparative sales by SED geography are summarized below (dollar amounts in thousands):

 

   Three Months Ended
March 31,
   Change 
                 
   2013   2012   Amount   Percent 
United States:                    
Domestic  $75,386   $77,517   $(2,131)   (2.7)%
Export   20,601    25,089    (4,488)   (17.9)%
Total U.S.   95,987    102,606    (6,619)   (6.5)%
Latin America   32,862    36,069    (3,207)   (8.9)%
Consolidated  $128,849   $138,675   $(9,826)   (7.1)%

 

Domestic revenues were $75.4 million for the three months ended March 31, 2013, a 2.7% decrease, compared with $77.5 million for the same period in 2012. The net decrease in domestic revenue is attributable to unit sale decreases in our consumer electronics products during the period. Export revenues were $20.6 million and $25.1 million for the three months ended March 31, 2013 and 2012, respectively, representing a decrease of 17.9%. Latin America sales were $32.9 million and $36.1 million for the three months ended March 31, 2013 and 2012, respectively, a decrease of 8.9%. This decline was due primarily to supply shortages in Argentina caused by Argentine government import restrictions and less demand in Colombia. The Latin America sales decreased 7.1% once adjusted for currency fluctuations.

 

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Microcomputer product sales were $114.9 million for the three months ended March 31, 2013, a decrease of 4.3% over similar product sales of $120.1 million reported for the same period in 2012. The decrease in the microcomputer product sales was primarily attributable to a decrease in demand in our tablets, notebooks, hard drives, and software product categories. Sales of microcomputer products represented approximately 89.2% of SED’s third quarter net sales compared to 86.6% for the comparable period in 2012.

 

Consumer electronics sales, all of which were in the U.S., for the three months ended March 31, 2013 were $7.4 million, a decrease of 42.2%, compared to $12.8 million for the comparable period in 2012. Sales of consumer electronics products accounted for approximately 5.8% of SED’s third quarter net sales compared to 9.2% for the comparable period in 2012. This decrease resulted from a decline in the sales of televisions predominantly caused by both price drops and fewer units sold as industry demand for this product category decreases.

 

Small appliance and housewares sales, all of which were in the U.S., for the three months ended March 31, 2013 were $6.5 million, an increase of 12%, compared to $5.8 million in the same period in 2012. The sales in small appliances are primarily related to the product categories acquired from ArchBrook Laguna LLC (“ABL”). Sales of small appliances and housewares accounted for approximately 5% of net sales for the third quarter compared to 4.2% for the comparable period in 2012.

 

Gross Profit Margins. Gross profit for the three months ended March 31, 2013 was $4.6 million, a decrease of $4 million, or 46.6%, compared with $8.6 million for the same period in 2012. Gross profit was lower in the current quarter compared to the same period in 2012 due to the higher than normal sales prices on hard drives a year ago. The higher sales prices last year were driven by supply constraints resulting from interrupted production of hard drives in flooded areas in Thailand. SED continues to monitor and add product lines which would improve SED’s overall margin percentages. Margins in our small appliance and housewares product lines as well as SED’s foreign subsidiaries continue to have positive impacts on gross profit margins. Also, Argentine government import restrictions continue to constrain inventory supply which has had a positive impact on product margins.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $7.9 million for the three months ended March 31, 2013 and 2012, respectively.

 

Depreciation and Amortization. Depreciation and amortization was $0.2 million for the three months ended March 31, 2013 and 2012, respectively.

 

Foreign Currency Transaction. SED has U.S. dollar denominated liabilities recorded in its subsidiaries in Argentina and Colombia to meet certain vendor payment requirements. The revaluation/devaluation of the peso in Colombia and Argentina versus the U.S. dollar resulted in a net foreign currency transaction expense totaling $0.6 million for the three months ended March 31, 2013 as compared to income of $0.3 million for the same period in 2012.

 

Operating Loss. For the three months ended March 31, 2013, SED reported operating loss of $4.1 million compared with operating income of $0.8 million for the comparable period in 2012. The change in operating income (loss) from the prior year period was due to lower margins on microcomputer products during the current period and the higher than normal margins on hard drives recorded in the prior year period.

 

Interest Expense. Interest expense, net of interest income, was $0.2 million for the three months ended March 31, 2013, compared to $0.3 million for the same period in 2012.

 

Provision for Income Taxes. Income tax provided a benefit of $0.1 million for the three months ended March 31, 2013, compared to expense of $0.3 million for the same period last year. The provision is primarily attributed to SED’s Latin American subsidiaries as SED in the U.S. has the benefit of a tax loss carryforward for Federal and all but two state tax jurisdictions.

 

The provision for income taxes differs from the amount which would result from applying the statutory Federal income tax rate due to: (a) taxes imposed on the foreign subsidiaries and (b) the anticipated changes in the valuation allowance for the year. At March 31, 2013, SED has a total net operating loss carry forward for Federal tax purposes of approximately $62.2 million and for state tax purposes of approximately $52.5 million, expiring at various dates through 2029. SED has recorded valuation allowances principally for all deferred tax assets, except for those relating to Intermaco S.R.L. (Intermaco) and SED International de Colombia S.A.S. (SED Colombia), as at this time it is not considered more likely than not that these assets will be realized. SED continues to monitor this assertion quarterly.

 

Net Loss. SED’s net loss for the three months ended March 31, 2013 was $4.2 million compared with a net income of $0.4 million in the same period last year. The net income for the three months ended March 31, 2012 was primarily attributable to higher margins generated from the sale of hard drives due to inventory constraints from the suppliers in Thailand.

 

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Normalized Non-GAAP Net Loss. SED recognized a normalized non-GAAP net loss of $4.2 million for the three months ended March 31, 2013, compared to a normalized non-GAAP net income of $0.5 million for the same period last year. The primary adjustment for the quarter related to deduction of stock-based compensation expenses as no restructuring costs were recognized in the current quarter.

  

Nine Months Ended March 31, 2013 and 2012

 

Net sales. Net sales for the nine months ended March 31, 2013 were $411.6 million, a decrease of $33.9 million, or 7.6%, compared with $445.4 million for the nine months ended March 31, 2012. The decrease in net sales is primarily attributable to decreases in microcomputer product and consumer electronic sales as described below.

 

Comparative sales by SED geography are summarized below (dollar amounts in thousands):

 

   Nine Months Ended
March 31,
   Change 
                 
   2013   2012   Amount   Percent 
United States:                    
Domestic  $251,407   $270,665   $(19,258)   (7.1)%
Export   62,158    70,700    (8,542)   (12.1)%
Total U.S.   313,565    341,365    (27,800)   (8.1)%
Latin America   97,989    104,075    (6,086)   (5.8)%
Consolidated  $411,554   $445,440   $(33,886)   (7.6)%

  

Domestic revenues were $251.4 million for the nine months ended March 31, 2013, a 7.1% decrease, compared with $270.7 million for the same period in 2012. The net decrease in domestic revenue is attributable to unit sale decreases in hard drives, PCs, notebooks, and servers which reflect similar declines within the microcomputer industry. Export revenues were $62.2 million and $70.7 million for the nine months ended March 31, 2013 and 2012, respectively, a 12.1% decrease. Latin America sales were $98 million and $104.1 million for the nine months ended March 31, 2013 and 2012, respectively, a decrease of 5.8% due to supply shortages in Argentina caused by Argentine government import restrictions and less demand in Colombia. The Latin America sales decrease was 5.8% currency adjusted.

 

Microcomputer product sales were $359.8 million for the nine months ended March 31, 2013, a decrease of 6.8%, over similar product sales of $385.9 million reported for the same period in 2012. The decreases in the microcomputer product sales were primarily attributable to lower sales in the notebook, hard drives, and software product categories. Sales of microcomputer products represented approximately 87.4% of SED’s net sales for the nine months ended March 31, 2013 and 86.6% for the same prior year period.

 

Consumer electronics sales, all of which were in the U.S., for the nine months ended March 31, 2013 were $29.4 million, a decrease of 32.1%, compared to $43.3 million for the comparable period in 2012. Sales of consumer electronics products accounted for approximately 7.1% of SED’s net sales for the nine months ended March 31, 2013, compared to 9.7% for the comparable period in 2012. This decrease was from a decline in the sales of televisions predominantly caused by both price drops and fewer units sold as industry demand for this product category decreases.

 

Small appliance and housewares sales, all of which were in the U.S., for the nine months ended March 31, 2013 were $22.4 million, an increase of 38.3%, compared to $16.2 million in the same period in 2012. The increase was primarily due to the additional Lehrhoff product categories acquired from ABL. Sales of small appliances and housewares accounted for approximately 5.4% of net sales for the nine months ended March 31, 2013, compared to 3.6% for the comparable period in 2012.

 

Gross Profit Margins. Gross profit for the nine months ended March 31, 2013 was $19.6 million, a decrease of $10.2 million, or 34.2%, compared with $29.8 million for the same period in 2012. Gross profit was lower in the current quarter compared to margins a year ago due to a higher than normal sales prices on hard drives in the prior year. The higher margins last year were driven by supply constraints resulting from interrupted production of hard drives in flooded areas in Thailand. SED continues to monitor and add product lines which would improve SED’s overall margin percentages. Margins in our small appliance and housewares product lines as well as SED’s foreign subsidiaries continue to have positive impacts on gross profit margins. Also, Argentine government import restrictions continue to constrain inventory supply which drives up the prices of products.

 

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Selling, General and Administrative Expenses. Selling, general and administrative expenses were $24 million for the nine months ended March 31, 2013, a decrease of 3% compared with $24.7 million for the same period in 2012. Certain initiatives such as IT outsourcing, labor reductions, and operating efficiencies implemented during the previous periods were realized in the current period.

 

Depreciation and Amortization. Depreciation and amortization was $0.7 million for the nine months ended March 31, 2013, compared to $0.5 million for the same period in 2012. The increase in depreciation is attributable to SED’s distribution center moves in Georgia, New Jersey, and California.

 

Foreign Currency Transaction. SED has U.S. dollar denominated liabilities recorded in its subsidiaries in Argentina and Colombia to meet certain vendor payment requirements. The revaluation/devaluation of the peso in Colombia and Argentina versus the U.S. dollar resulted in a net foreign currency transaction expense of $0.6 million for the nine months ended March 31, 2013 and 2012, respectively.

 

Restructuring-related costs. SED recognized restructuring costs of approximately $1.1 million during the nine months ended March 31, 2013. The costs were attributable to organizational restructuring of the management team including severance payments, change in the organizational alignment of sales, product and marketing, and informational technology outsourcing.

 

Acquisition-related cost. There were no acquisition costs in the nine months ended March 31, 2013. Acquisition-related expenses associated with the acquisition of the Lehrhoff assets from ABL (the “Lehrhoff Assets”) for the nine months ended March 31, 2012 were approximately $0.4 million and consisted primarily of professional and legal fees associated with the transaction.

 

Operating Loss. For the nine months ended March 31, 2013, SED reported operating loss of $6.8 million compared with operating income of $3.5 million for the comparable period in 2012. The loss reported during the nine months ended March 31, 2013 is partially attributable to the $1.1 million of restructuring related expense recognized during the quarter ended December 31, 2012. SED continues to focus on increasing sales while reducing recurring operating expenses.

 

Gain from Acquisition. There was no gain from acquisition in the nine months ended March 31, 2013. During the three months ended September 30, 2011, we acquired the Lehrhoff Assets, including finished goods inventories, customer and supplier lists, and intellectual property of Lehrhoff. For fiscal 2012, the estimated fair value of the acquired assets of $5.4 million exceeded the $4.1 million cash consideration paid resulting in a bargain purchase gain of $1.3 million, of which $1 million was recognized during the nine months ended March 30, 2012.

 

Interest Expense. Interest expense, net of interest income, was $0.8 million for the nine months ended March 31, 2013, compared to $0.9 million for the same prior year period.

 

Provision for Income Taxes. Income tax expense was $0.3 million for the nine months ended March 31, 2013, compared to income tax expense of $0.4 million for the same period last year. The provision is primarily attributed to income generated by SED’s Latin American subsidiaries as SED in the U.S. has the benefit of a tax loss carryforward for Federal and all but two state tax jurisdictions.

 

The provision for income taxes differs from the amount which would result from applying the statutory Federal income tax rate due to: (a) taxes imposed on the foreign subsidiaries and (b) the anticipated changes in the valuation allowance for the year. At December 31, 2012, SED has a total net operating loss carry forward for Federal tax purposes of approximately $62.2 million and for state tax purposes of approximately $52.5 million, expiring at various dates through 2029. SED has recorded valuation allowances principally for all deferred tax assets, except for those relating to Intermaco S.R.L. (Intermaco) and SED International de Colombia S.A.S. (SED Colombia), as at this time it is not considered more likely than not that these assets will be realized. SED continues to monitor this assertion quarterly.

 

Net Loss. SED’s net loss for the nine months ended March 31, 2013 was $7.9 million, compared with a net income of $3.4 million in the same period last year. The net loss in the nine months ended March 31, 2013 included restructuring related costs of $1.1 million. The net income for the nine months ended March 31, 2012 was primarily attributable to higher margins generated from the sales of hard drives due to inventory constraints from the suppliers in Thailand and the gain on the acquisition of ABL.

 

Normalized Non-GAAP Net Loss. SED recognized a normalized non-GAAP net loss of $6.6 million for the nine months ended March 31, 2013, compared to a normalized non-GAAP net income of $4.1 million for the same prior year period. The primary adjustment in calculating normalized net loss is attributable to the restructuring related costs as mentioned above. These costs were related to the organizational restructuring of the management team including severance payments, change in organizational alignment of sales, product and marketing, and information technology outsourcing. The initiatives implemented during the previous quarters contributed to the decrease in selling, general, and administrative expenses during the current period.

 

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Critical Accounting Policies and Estimates

 

Allowance for Doubtful Accounts. An allowance for doubtful accounts has been established based on collection experience and an assessment of the collectability of specific accounts. Management evaluates the collectability of accounts receivable based on a combination of factors. Initially, management estimates an allowance for doubtful accounts as a percentage of accounts receivable based on historical collections experience. This initial estimate is periodically adjusted when management becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. The overall determination of the allowance also considers credit insurance coverage and deductibles, which SED has maintained from time to time. SED maintains credit insurance, which protects the Company from credit losses exceeding certain deductibles for certain domestic sales and certain export shipments from the United States. SED maintains credit insurance in many Latin American countries (subject to certain terms and conditions).

 

Inventories — Slow Moving, Obsolescence, and Lower of Cost or Market. Certain SED vendors allow for either return of goods within a specified period (usually 45-90 days) or for credits related to price protection. However, for other vendor relationships and inventories, SED is not protected by vendors from the risk of inventory loss. Therefore, in determining the net realizable value of inventories, the Company identifies slow moving or obsolete inventories that (1) are not protected by vendor agreements from risk of loss, and (2) are not eligible for return under various vendor return programs. Based upon these factors, the Company estimates the net realizable value of inventories and records any necessary adjustments as a charge to cost of sales. If inventory return privileges were discontinued in the future, or if vendors were unable to honor the provisions of certain contracts, which protect SED from inventory losses, including price protections, the risk of loss associated with obsolete, slow moving or impaired inventories would increase.

 

Revenue Recognition. Revenue is recognized once four criteria are met: (1) SED must have persuasive evidence that an arrangement exists; (2) delivery must occur, which generally happens at the point of shipment (this includes the transfer of both title and risk of loss, provided that no significant obligations remain which is usually the case); (3) the price must be fixed or determinable; and (4) collectability must be reasonably assured. Shipping revenue is included in net sales while the related costs, including shipping and handling costs, are included in the cost of sales. SED allows its customers to return product for exchange or credit subject to certain limitations. A provision for such returns is recorded based upon historical experience.

 

Financial Instruments. SED’s principal financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and revolving credit facilities. The carrying value of these financial instruments approximate fair value based upon the short-term nature of the instruments, and the variable rates on credit facilities.

 

The functional currency for SED’s international subsidiaries is the local currency of the country in which the subsidiaries own their primary assets. The translation of the applicable currencies into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Any related translation adjustments are recorded directly to stockholders’ equity as a component of accumulated other comprehensive income (loss). It is SED’s policy not to enter into derivative contracts for speculative trading purposes. SED conducts business in countries outside of the United States, which exposes SED to fluctuations in foreign currency exchange rates. SED may enter into short-term forward exchange or option contracts to reduce this risk. At March 31, 2013, SED held approximately $2.5 million of short-term forward exchange contracts, which mature over the next quarter. The fair value of these contracts is recorded in accrued and other current liabilities.

 

SED’s revolving credit facility is currently a variable rate facility. SED maintained an interest rate swap contract, which expired on January 26, 2013, to reduce the impact of the fluctuations in the interest rate on $15 million notional amount of the obligation under its revolving credit facility with Wells Fargo. SED is currently reviewing possibly entering into interest swap rate contracts in the future.

 

Inflation and Price Levels. Inflation has not had a significant impact on SED’s overall business because of the typically decreasing costs of products sold by SED and the fact that we also receive price protection from vendors for a significant portion of our inventory. In the event a vendor or competitor reduces its prices for goods purchased by SED prior to SED’s sale of such goods, we generally have been able either to receive a credit from the vendor for the price differential or to return the goods to the vendor for credit.

 

Argentina and Colombia have experienced high rates of inflation and hyperinflation from time to time in the past. SED has experienced higher operating costs related to government mandated wage increases in those countries. At this time, management believes that inflation may have a material impact on SED’s Latin American business operations in the immediate future.

 

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Net Operating Tax Loss Carry Forwards. SED has accumulated net operating loss carry forwards for Federal income tax purposes of approximately $62.2 million and for state tax purposes of approximately $52.5 million, which expire in fiscal years 2019 through 2029. These losses are available to offset taxable income generated through those dates. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient future taxable income during the periods in which these carryforwards may be utilized.

 

Liquidity and Capital Resources

  

At March 31, 2013, SED had cash and cash equivalents totaling $4.2 million, compared to $4.7 million at June 30, 2012. Consolidated net borrowings under the SED’s credit facilities were $36 million at March 31, 2013, compared to $36.9 million at June 30, 2012. Working capital at March 31, 2013 was approximately $12.2 million. SED has financed its liquidity needs largely through internally generated funds, credit facilities, and vendor lines of credit. SED’s principal source of liquidity is its cash, cash equivalents, trade receivables, inventories and amounts available under its lines of credit with vendors and its bank revolving credit facilities. At March 31, 2013, SED’s global availability under its bank credit facilities was approximately $14.8 million, after deducting $4.6 million in reserves for outstanding letters of credit.

 

Cash provided by operating activities was $1.4 million for the nine months ended March 31, 2013, a decrease of $6.6 million as compared to approximately $8 million provided by operating activities for the same prior year period. The difference in cash generated by operating activities is primarily attributable to decreases in net income for the nine months ended March 31, 2013 as compared to the same period in 2012. Changes in operating assets and liabilities during the nine months ended March 31, 2013 are as follows:

 

Net trade receivables were $53 million at March 31, 2013 and $54 million at June 30, 2012. Average day’s sales outstanding for the quarter were approximately 37 days at March 31, 2013 and 39 days at March 31, 2012. A shorter cash cycle on certain large volume customers helped to achieve the decrease in average day’s sales outstanding.

 

Inventories decreased $5 million to $56.8 million at March 31, 2013 from $61.8 million at June 30, 2012. Inventory turns were approximately 8.6 for the quarter ended March 31, 2013 and 2012.

 

Other current assets increased to $10.1 million at March 31, 2013 from $8.1 million at June 30, 2012.

 

Trade accounts payable increased by $4.6 million to $67.7 million at March 31, 2013 compared to $63.1 million at June 30, 2012.

 

Accrued and other current liabilities increased to $8.8 million at March 31, 2013 from $8.7 million as of June 30, 2012.

 

SED’s cash flows are affected by changes in exchange rates in Argentina and Colombia. Exchange rate changes had the effect of using $0.1 million in cash for the nine months ended March 31, 2013, compared to providing $73,000 in cash for the same prior year period.

 

SED maintained an interest rate swap contract which expired on January 26 2013 to reduce the impact of fluctuations in the interest rates on $15 million notional amount of the revolving credit facility under the Wells Fargo Agreement. The fair value, not in SED’s favor, of the interest rate swap was $0.2 million at March 31, 2012, and is included in accrued and other current liabilities. SED does not hold or issue derivative financial instruments for trading purposes.

 

While SED has historically derived a material portion of its operating income and cash flows from its foreign subsidiaries, management believes that if there were to be deteriorating economic conditions in Argentina or Colombia or a devaluation of the peso in either country it may have a negative effect on our foreign subsidiaries’ net income and the ability to generate cash flows from operations. The movement of cash from SED’s foreign subsidiaries may be restricted at times due to governmental restrictions, domestic banking agreements, international monetary restrictions, and other restrictions from time to time. Therefore, movement of cash may be uncertain. Currently there are no such restrictions.

 

The domestic and global economic downturn created several risks relating to SED’s financial results, operations and prospects. SED has experienced a rapid decline in demand for the products it sells resulting in a more competitive environment and increased pressure to reduce the cost of operations. The benefits from cost reductions will take longer to fully realize and may not fully mitigate the impact of the reduced demand. The recent economic downturn may also result in changes in vendor terms and conditions, such as rebates, cash discounts and cooperative marketing efforts, which may result in further downward pressure on SED’s sales and gross margins. Deterioration in the financial and credit markets heightens the risk of customer bankruptcies and delays in payment. Deterioration in the credit markets in Latin America and the United States have resulted in reduced availability of credit insurance to cover customer accounts. This has resulted in a reduction of the credit lines SED provides to its customers, thereby having a negative impact on its sales. Also, volatile foreign currency exchange rates increase SED’s risk related to products purchased in a currency other than the currency in which those products are sold. The realization of any or all of these risks would likely have a significant adverse effect on SED’s future financial results.

 

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Historically, SED has financed its liquidity needs largely through internally generated funds, borrowings under the Wells Fargo credit facility, subsidiary bank credit agreements, and vendor lines of credit. A significant decline in any of these sources could have a material adverse impact on the Company. There can be no assurance that any or all of the aforementioned sources of capital will be available to SED when needed. For example, SED’s creditors may tighten their lending standards and SED may find it necessary to tighten credit availability standards to its customers due to the general weakening of the economic environment. However, SED believes that funds generated from operations, together with its Wells Fargo credit facility, subsidiary bank credit agreements, vendor credit lines, and current cash and cash equivalents will be sufficient to support its working capital and liquidity requirements for at least the next 12 months.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, SED is not required to provide the information required by this item.

  

ITEM 4. CONTROLS AND PROCEDURES

 

(a)Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and interim chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, our chief executive officer and interim chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and interim chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On April 2, 2013, in accordance with the SED director compensation plan, SED issued an aggregate of 10,095 shares of restricted common stock from its 2009 Incentive Compensation Plan, with a market value of approximately $26,000, to the three non-management members of the Board as director compensation for the quarter ended March 31, 2013.

 

The aforementioned shares of restricted common stock were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (“Act”) pursuant to Sections 4(a)(2) and 4(a)(5) of the Act. Appropriate restrictive legends were imprinted on the back of each issued stock certificate.

 

Company Purchases of its Equity Securities

 

Since the adoption of the SED share repurchase plan in August 2009 continuing through March 31, 2013, SED repurchased an aggregate of 481,925 shares of common stock at an average cost of approximately $3.79 per share or $1.8 million in the aggregate. SED did not repurchase shares of common stock under the repurchase plan during the nine months ended March 31, 2013.

 

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ITEM 6. Exhibits

 

Exhibits   Description
     
31.1   Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer.*
31.2   Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer.*
32.1   Section 1350 Certification by Principal Executive Officer.*
32.2   Section 1350 Certification by Principal Financial Officer.*
101.INS **   XBRL Instance Document
101.SCH**   XBRL Taxonomy Extension Schema Document
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document.

 

 

*Filed Herewith

 

**Filed herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

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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.

 

 

  SED International Holdings, Inc.
  (Registrant)

 

Date: May 14, 2013 /s/ ROBERT G. O’MALLEY
  Robert G. O’Malley
  Chief Executive Officer
  (Principal Executive Officer)

 

Date: May 14, 2013 /s/ CHRISTOPHER R. JOE
  Christopher R. Joe
  Interim Chief Financial Officer
  (Principal Financial and Accounting Officer)

  

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