(Mark One) | |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
| OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the fiscal year ended June 30, 2013 |
| |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
| OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the transition period from to |
GEORGIA | | 22-2715444 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
Title of each class | Name of each exchange on which registered |
Common Stock, par value $.01 per share | NYSE MKT, LLC (“AMEX”) |
Large Accelerated Filer ¨ | Accelerated Filer ¨ | | Non-accelerated filer ¨ | Smaller reporting company x |
| | Page |
PART I | ||
Item 1. | Business | 2 |
Item 1A. | Risk Factors | 5 |
Item 1B. | Unresolved Staff Comments | 9 |
Item 2. | Properties | 9 |
Item 3. | Legal Proceedings | 9 |
Item 4. | Mine Safety Disclosures | 9 |
| ||
PART II | ||
Item 5. | Market Price of the Company’s Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities | 10 |
Item 6. | Selected Financial Data | 11 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
Item 8. | Consolidated Financial Statements and Supplementary Data | 18 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 19 |
Item 9A. | Controls and Procedures | 19 |
Item 9B. | Other Information | 19 |
| ||
PART III | ||
Item 10. | Directors, Executive Officers and Corporate Governance | 19 |
Item 11. | Executive Compensation | 19 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 19 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 19 |
Item 14. | Principal Accounting Fees and Services | 19 |
| ||
PART IV | ||
Item 15. | Exhibits and Financial Statement Schedules | 20 |
| | |
Signatures | 23 |
| High | | Low | ||
Fiscal Year 2013 | | | | | |
First | $ | 2.60 | | $ | 1.89 |
Second | | 2.60 | | | 1.50 |
Third | | 3.01 | | | 2.32 |
Fourth | | 2.54 | | | 1.85 |
| | | | | |
Fiscal Year 2012 | | | | | |
First | $ | 5.10 | | $ | 3.12 |
Second | | 3.20 | | | 2.50 |
Third | | 4.35 | | | 2.32 |
Fourth | | 4.00 | | | 2.35 |
Plan Category | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | | |
Equity compensation plans approved by security holders | | 240,000 | | $ | 2.08 | | 354,053 | |
Total | | 240,000 | | $ | 2.08 | | 354,053 | |
| | Year Ended June 30, | | |||||||||||||
| | 2013 | | 2012 | | $ | | % | | |||||||
| | $ | | % | | $ | | % | | Change | | Change | | |||
| | | | | | | | | | | | | | | | |
Net sales | | $ | 517,364 | | 100.0 | % | $ | 577,274 | | 100.0 | % | $ | (59,910) | | (10.4) | % |
Cost of sales | | | 493,853 | | 95.5 | % | | 540,650 | | 93.7 | % | | (46,797) | | (8.7) | % |
Gross profit | | | 23,511 | | 4.5 | % | | 36,624 | | 6.3 | % | | (13,113) | | (35.8) | % |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 30,754 | | 5.9 | % | | 33,147 | | 5.7 | % | | (2,393) | | (7.2) | % |
Depreciation and amortization | | | 925 | | 0.2 | % | | 725 | | 0.1 | % | | 200 | | 27.6 | % |
Foreign currency transaction loss | | | 1,173 | | 0.2 | % | | 620 | | 0.1 | % | | 553 | | 89.2 | % |
Restructuring-related costs | | | 5,040 | | 0.9 | % | | 0 | | 0.0 | % | | 5,040 | | 0.0 | % |
Acquisition-related costs | | | 0 | | 0.0 | % | | 370 | | 0.1 | % | | (370) | | (100.0) | % |
Total operating expenses | | | 37,892 | | 7.2 | % | | 34,862 | | 6.0 | % | | 3,030 | | 8.7 | % |
Operating income (loss) | | | (14,381) | | (2.7) | % | | 1,762 | | 0.3 | % | | (16,143) | | (916.2) | % |
Interest expense, net | | | 962 | | 0.2 | % | | 1,226 | | 0.2 | % | | (264) | | (21.5) | % |
Gain on acquisition | | | 0 | | 0.0 | % | | (1,262) | | (0.2) | % | | 1,262 | | (100.0) | % |
Income before income taxes | | | (15,343) | | (2.9) | % | | 1,798 | | 0.3 | % | | (17,141) | | (953.4) | % |
Income tax expense | | | 400 | | 0.1 | % | | 378 | | 0.1 | % | | 22 | | 5.8 | % |
Net income (loss) | | $ | (15,743) | | (3.0) | % | $ | 1,420 | | 0.2 | % | $ | (17,163) | | (1,208.7) | % |
| | June 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
Reconciliation of GAAP net income (loss) and EPS to Non-GAAP measures: | | | | | | | |
| | | | | | | |
GAAP net income (loss) | | $ | (15,743) | | $ | 1,420 | |
Stock-based compensation (2) | | | 198 | | | 365 | |
Restructuring related costs (3) | | | 5,040 | | | 0 | |
Acquisition related costs (4) | | | 0 | | | 370 | |
Non-GAAP normalized adjusted net income (loss) | | $ | (10,505) | | $ | 2,155 | |
| | | | | | | |
GAAP net income (loss) per diluted common share | | | | | | | |
Basic income (loss) per common share | | $ | (3.14) | | $ | 0.29 | |
Diluted income (loss) per common share | | $ | (3.14) | | $ | 0.29 | |
| | | | | | | |
Non-GAAP normalized net income (loss) per common share | | | | | | | |
Normalized basic income (loss) per common share | | $ | (2.10) | | $ | 0.45 | |
Normalized diluted income (loss) per common share | | $ | (2.10) | | $ | 0.44 | |
| | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | |
Basic | | | 5,014,000 | | | 4,835,000 | |
Diluted | | | 5,014,000 | | | 4,906,000 | |
| | June 30, | | ||||
| | 2013 | | 2012 | | ||
Reconciliation of GAAP net income (loss) to adjusted EBITDA is as follows: | | | | | | | |
| | | | | | | |
GAAP net income | | $ | (15,743) | | $ | 1,420 | |
Depreciation and amortization | | | 925 | | | 725 | |
Stock-based compensation (2) | | | 198 | | | 365 | |
Restructuring related costs (3) | | | 5,040 | | | 0 | |
Interest expense, net | | | 962 | | | 1,226 | |
Provision (benefit) for income taxes | | | 400 | | | 378 | |
Acquisition related costs (4) | | | 0 | | | 370 | |
Gain on acquisition (5) | | | 0 | | | (1,262) | |
Non-GAAP adjusted EBITDA | | $ | (8,218) | | $ | 3,222 | |
(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 non-cash charges for stock awards. |
(3) | Restructuring costs were associated with SED’s realignment of the business. The restructuring included costs associated with organizational restructuring, operational shut downs, inventory write-down to the lower of cost or market, fixed asset disposals, facility closures, and impairment of intangible assets. |
(4) | Acquisition related costs were incurred as part of the purchase of the Lehrhoff assets. |
(5) | Gain on the acquisition of the Lehrhoff assets was recorded as a bargain purchase under ASC 805. |
| | Year Ended June 30, | | |||||||||||||
| | 2013 | | 2012 | | Change | | |||||||||
| | $ | | % | | $ | | % | | $ | | % | | |||
United States | | | | | | | | | | | | | | | | |
Domestic | | $ | 309,923 | | 60.0 | % | $ | 346,738 | | 60.1 | % | $ | (36,815) | | (10.6) | % |
Export (net of elimination) | | | 77,849 | | 15.0 | % | | 95,402 | | 16.5 | % | | (17,553) | | (18.4) | % |
Total U.S. | | | 387,772 | | 75.0 | % | | 442,140 | | 76.6 | % | | (54,368) | | (12.3) | % |
Latin America | | | 129,592 | | 25.0 | % | | 135,134 | | 23.4 | % | | (5,542) | | (4.1) | % |
Consolidated | | $ | 517,364 | | 100.0 | % | $ | 577,274 | | 100.0 | % | $ | (59,910) | | (10.4) | % |
| ⋅ | Organizational restructuring of the management team to reduce executive positions and provide additional business focus; |
| ⋅ | Outsourcing of human resources and information technology services; |
| ⋅ | Focused on product offerings (the line card) consistent with strategic opportunities in both of its Commercial and Consumer businesses; |
| ⋅ | Reduced U.S. headcount and SG&A expenses; |
| ⋅ | Consolidated SED’s five U.S. distribution centers into three distribution centers; and |
| ⋅ | Reduced total inventory by approximately 35%. |
Exhibit Number | | Description |
3.1 | | Articles of Incorporation of the Company. (1) |
3.2 | | Amendment to Articles of Incorporation. (2) |
3.3 | | Amendment to Articles of Incorporation dated January 21, 2009. (10) |
3.4 | | Articles of Amendment for Series A Junior Participating Cumulative Preferred Stock. (17) |
3.5 | | Bylaws of the Company. (1) |
3.6 | | Article 1, Section 1.2 of the Bylaws of SED International Holdings, Inc., as amended on September 18, 2007. (3) |
3.7 | | Article 1, Section 11 of the Bylaws of SED International Holdings, Inc., as amended on January 21, 2009. (10) |
3.8 | | Article II, Section 2.6, and Article III, Section 3.1 of the Bylaws of SED International Holdings, Inc., as amended on September 21, 2012. (15) |
3.9 | | Amendment to Bylaws adopting a new Article IX as of September 9, 2013. (17) |
4.1 | | Tax Benefit Preservation Rights Agreement, dated September 9, 2013, between the SED International Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent. (17) |
**10.1 | | Form of Non-Qualified Stock Option Agreement for Directors. (4) |
**10.2 | | Form of Indemnification Agreement entered into with each of the directors of the Company and the Company. (1) |
**10.3 | | Form of Indemnification Agreement entered into with each of the officers of the Company and the Company. (1) |
10.4 | | Loan and Security Agreement between SED International, Inc. and Wachovia Bank National Association, dated September 21, 2005. (5) |
10.5 | | Third Amendment to Wachovia Loan and Security Agreement dated March 1, 2007. (6) |
**10.6 | | 2007 Restricted Stock Plan. (7) |
10.8 | | Fourth Amendment to Wachovia Loan and Security Agreement dated August 23, 2007. (8) |
10.9 | | Fifth Amendment to Wachovia Loan and Security Agreement dated January, 21, 2008. (8) |
Exhibit Number | | Description |
10.10 | | Sixth Amendment to Wachovia Loan and Security Agreement dated July 1, 2008. (8) |
10.11 | | Amendment to Wachovia Loan and Security Agreement dated September 9, 2009 (10) |
**10.12 | | 2009 Incentive Compensation Plan. (11) |
10.13 | | Lease Agreement between the Company and Highwoods Realty Limited Partnership(12) |
10.14 | | Seventh Amendment to the Loan and Security Agreement, dated February 1, 2011, with Wells Fargo Bank. (13) |
**10.15 | | Modification to Employment Agreement and Retention Agreement, dated August 28, 2012, between SED International Holdings, Inc. and Jonathan Elster. (14) |
**10.16 | | Employment Agreement between the Company and Robert G. O’Malley, effective as of October 15, 2012. (16) |
21 | | Subsidiaries of the Company. (9) |
*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 and Accounting Officer. |
*32.1 | | Section 1350 Certification by Principal Executive Officer. |
*32.2 | | Section 1350 Certification by Principal Financial and Accounting 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 |
** | | Denotes compensatory plan, compensation arrangement or management contracts. |
1) | | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1999 and incorporated herein by reference. |
| | |
2) | | Filed as an exhibit to the Company’s Revised Definitive Proxy Statement filed with the SEC on March 26, 2002 and incorporated herein by reference. |
| | |
3) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2007 and incorporated herein by reference. |
| | |
4) | | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1995 and incorporated herein by reference. |
| | |
5) | | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference. |
| | |
6) | | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 and incorporated herein by reference. |
| | |
7) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 29, 2007 and incorporated herein by reference. |
| | |
8) | | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 and incorporated herein by reference. |
| | |
9) | | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference. |
| | |
10) | | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and incorporated herein by reference. |
11) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2010 and incorporated herein by reference. |
| | |
12) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2011 and incorporated herein by reference. |
| | |
13) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011 and incorporated herein by reference. |
| | |
14) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2012 and incorporated herein by reference. |
| | |
15) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2012 and incorporated herein by reference. |
| | |
16) | | Filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on October 18, 2012 and incorporated herein by reference. |
| | |
17) | | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2013 and incorporated herein by reference. |
| SED INTERNATIONAL HOLDINGS, INC. | |
| | |
| By: | /s/ CHRISTOPHER R. JOE |
| | Christopher R. Joe, Interim Chief Financial Officer |
| | (Principal Financial and Accounting officer) |
/s/ ROBERT G. O’MALLEY | Director and Chief Executive Officer |
Robert G. O’Malley | (Principal Executive Officer) |
| |
/s/ CHRISTOPHER R. JOE | Interim Chief Financial Officer |
Christopher R. Joe | (Principal Financial and Accounting Officer) |
| |
/s/ JOHN D. ABOUCHAR | Director |
John D. Abouchar | |
| |
/s/ ARTHUR L. GOLDBERG | Director |
Arthur L. Goldberg | |
| |
/s/ J. K. HAGE III | Director |
J. K. Hage III | |
| |
/s/ SAMUEL KIDSTON | |
Samuel Kidston | Director and Executive Chairman |
| |
/s/ STEVE METAYER | |
Steve Metayer | Director |
Index to Consolidated Financial Statements | F-1 |
| |
Report of Independent Registered Public Accounting Firm | F-2 |
| |
Consolidated Balance Sheets as of June 30, 2013 and 2012 | F-3 |
| |
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2013 and 2012 | F-4 |
| |
Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2013 and 2012 | F-5 |
| |
Consolidated Statements of Cash Flows for the years ended June 30, 2013 and 2012 | F-6 |
| |
Notes to Consolidated Financial Statements | F-7 |
| | June 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 3,605 | | $ | 4,710 | |
Trade accounts receivable, less allowance for doubtful accounts of $828 and $853, respectively | | | 45,448 | | | 54,030 | |
Inventories | | | 40,142 | | | 61,785 | |
Deferred tax assets, net | | | 638 | | | 632 | |
Other current assets | | | 9,236 | | | 8,123 | |
Total current assets | | | 99,069 | | | 129,280 | |
Property and equipment, net | | | 2,923 | | | 3,549 | |
Other assets | | | 0 | | | 264 | |
Total assets | | $ | 101,992 | | $ | 133,093 | |
| | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
Current liabilities: | | | | | | | |
Trade accounts payable | | $ | 57,300 | | $ | 63,084 | |
Accrued and other current liabilities | | | 8,313 | | | 8,716 | |
Revolving credit facilities | | | 28,484 | | | 36,880 | |
Total current liabilities | | | 94,097 | | | 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, 7,199,336 shares issued and 5,165,500 shares outstanding at June 30, 2013 and 7,112,995 shares issued and 4,979,159 shares outstanding at June 30, 2012 | | | 71 | | | 70 | |
Additional paid-in capital | | | 70,423 | | | 71,013 | |
Accumulated deficit | | | (44,435) | | | (28,692) | |
Accumulated other comprehensive loss | | | (4,160) | | | (3,187) | |
Treasury stock, 2,033,836 shares and 2,133,836 shares, at cost | | | (14,004) | | | (14,791) | |
Total shareholders’ equity | | | 7,895 | | | 24,413 | |
Total liabilities and shareholders’ equity | | $ | 101,992 | | $ | 133,093 | |
| | Years Ended June 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
Net sales | | $ | 517,364 | | $ | 577,274 | |
Cost of sales | | | 493,853 | | | 540,650 | |
Gross profit | | | 23,511 | | | 36,624 | |
| | | | | | | |
Selling, general and administrative expenses | | | 30,754 | | | 33,147 | |
Depreciation and amortization expense | | | 925 | | | 725 | |
Foreign currency transactions loss | | | 1,173 | | | 620 | |
Restructuring-related costs | | | 5,040 | | | 0 | |
Acquisition-related costs | | | 0 | | | 370 | |
Total operating expenses | | | 37,892 | | | 34,862 | |
Operating income (loss) | | | (14,381) | | | 1,762 | |
| | | | | | | |
Interest expense, net | | | 962 | | | 1,226 | |
Gain on acquisition | | | 0 | | | (1,262) | |
Income (loss) before income taxes | | | (15,343) | | | 1,798 | |
Provision for income taxes | | | 400 | | | 378 | |
Net income (loss) | | $ | (15,743) | | $ | 1,420 | |
| | | | | | | |
Comprehensive income (loss): | | | | | | | |
Consolidated net income (loss) | | $ | (15,743) | | $ | 1,420 | |
Other comprehensive income: | | | | | | | |
Foreign currency translation adjustment | | | (1,106) | | | (168) | |
Change in fair value of interest rate swap contract | | | 133 | | | 152 | |
Total comprehensive income (loss) | | $ | (16,716) | | $ | 1,404 | |
| | | | | | | |
Basic income (loss) per common share | | $ | (3.14) | | $ | .29 | |
Diluted income (loss) per common share | | $ | (3.14) | | $ | .29 | |
| | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | |
Basic | | | 5,014,000 | | | 4,835,000 | |
Diluted | | | 5,014,000 | | | 4,906,000 | |
| | | | | | | | | | | | | | Accumulated | | | | | | | | | | | |
| | | | | | | | Additional | | | | | Other | | | | | | | | Total | | |||
| | Common Stock | | Paid-In | | Accumulated | | Comprehensive | | Treasury Stock | | Shareholders’ | | ||||||||||||
| | Shares | | Par Value | | Capital | | Deficit | | Loss | | Shares | | Cost | | Equity | | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE JUNE 30, 2011 | | | 6,979,161 | | $ | 70 | | $ | 70,648 | | $ | (30,112) | | $ | (3,171) | | | 2,111,464 | | $ | (14,694) | | $ | 22,741 | |
Stock awards issued | | | 93,532 | | | | | | | | | | | | | | | | | | | | | | |
Stock awards forfeited | | | | | | | | | | | | | | | | | | 2,362 | | | | | | | |
Stock options exercised | | | 40,302 | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | | | | | | | 365 | | | | | | | | | | | | | | | 365 | |
Stock repurchased and retired | | | | | | | | | | | | | | | | | | 20,010 | | | (97) | | | (97) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | 1,420 | | | | | | | | | | | | 1,420 | |
Foreign currency translation adjustments | | | | | | | | | | | | | | | (168) | | | | | | | | | (168) | |
Changes in fair value and related amortization of interest rate swap contract | | | | | | | | | | | | | | | 152 | | | | | | | | | 152 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE JUNE 30, 2012 | | | 7,112,995 | | | 70 | | | 71,013 | | | (28,692) | | | (3,187) | | | 2,133,836 | | | (14,791) | | | 24,413 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Stock awards issued | | | 51,008 | | | 1 | | | (788) | | | | | | | | | (100,000) | | | 787 | | | | |
Stock options exercised | | | 35,333 | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | | | | | | | 198 | | | | | | | | | | | | | | | 198 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | (15,743) | | | | | | | | | | | | (15,743) | |
Foreign currency translation adjustments | | | | | | | | | | | | | | | (1,106) | | | | | | | | | (1,106) | |
Change in fair value of interest rate swap contract | | | | | | | | | | | | | | | 133 | | | | | | | | | 133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE JUNE 30, 2013 | | | 7,199,336 | | $ | 71 | | $ | 70,423 | | $ | (44,435) | | $ | (4,160) | | | 2,033,836 | | $ | (14,004) | | $ | 7,895 | |
| | Years Ended June 30, | | ||||
| | 2013 | | 2012 | | ||
Operating activities: | | | | | | | |
Net income (loss) | | $ | (15,743) | | $ | 1,420 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | |
Depreciation and amortization | | | 925 | | | 725 | |
Deferred tax assets | | | (70) | | | (189) | |
Stock-based compensation | | | 198 | | | 365 | |
Loss on disposal of property and equipment | | | 870 | | | 0 | |
Gain from acquisition | | | 0 | | | (1,262) | |
Provision for losses on trade accounts receivable | | | 496 | | | 387 | |
Changes in operating assets and liabilities: | | | | | | | |
Trade accounts receivable | | | 6,704 | | | 9,559 | |
Inventories | | | 20,142 | | | 6,412 | |
Other assets | | | (2,413) | | | (1,561) | |
Trade accounts payable | | | (2,817) | | | (7,285) | |
Accrued and other current liabilities | | | 87 | | | (604) | |
Net cash provided by operating activities | | | 8,379 | | | 7,967 | |
| | | | | | | |
Investing activities: | | | | | | | |
Purchases of equipment | | | (1,003) | | | (2,243) | |
Cash used in acquisition | | | 0 | | | (4,112) | |
Net cash used in investing activities | | | (1,003) | | | (6,355) | |
| | | | | | | |
Financing activities: | | | | | | | |
Net repayments under revolving credit facilities | | | (8,253) | | | (1,550) | |
Stock repurchased and retired | | | 0 | | | (97) | |
Proceeds from stock option exercises | | | (1) | | | 0 | |
Net cash used in financing activities | | | (8,254) | | | (1,647) | |
Effect of exchange rate changes on cash and cash equivalents | | | (227) | | | (6) | |
Decrease in cash and cash equivalents | | | (1,105) | | | (41) | |
Cash and cash equivalents: | | | | | | | |
Beginning of year | | | 4,710 | | | 4,751 | |
End of year | | $ | 3,605 | | $ | 4,710 | |
| | | | | | | |
Supplemental Disclosures of Cash Flow Information cash paid during the year for: | | | | | | | |
Interest | | $ | 983 | | $ | 1,356 | |
Income taxes | | $ | 359 | | $ | 740 | |
| ⋅ | Organizational restructuring and reduction of the management team to reduce executive positions and provide additional business focus; |
| ⋅ | Outsourcing of human resources and information technology services; |
| ⋅ | Focused the Company’s product offerings (the line card) consistent with strategic opportunities in both of its Commercial and Consumer businesses; |
| ⋅ | Reduced U.S. headcount and selling, general and administrative expenses; |
| ⋅ | Consolidated SED’s five U.S. distribution centers into three distribution centers; and |
| ⋅ | Reduced total inventory by approximately 35%. |
| | 2013 | | 2012 | | ||
| | | | | | | |
Net income (loss) | | $ | (15,743) | | $ | 1,420 | |
| | | | | | | |
Weighted average number of common shares outstanding - Basic | | | 5,014,000 | | | 4,835,000 | |
Effect of dilutive securities: | | | | | | | |
Non-vested restricted stock | | | 0 | | | 47,000 | |
Stock options | | | 0 | | | 24,000 | |
Weighted average number of common shares outstanding - Diluted | | | 5,014,000 | | | 4,906,000 | |
| | | | | | | |
Net income (loss) per share: | | | | | | | |
Basic | | $ | (3.14) | | $ | 0.29 | |
Diluted | | $ | (3.14) | | $ | 0.29 | |
| | June 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
Furniture and equipment | | $ | 10,297 | | $ | 10,462 | |
Leasehold improvements | | | 3,301 | | | 3,530 | |
Other | | | 106 | | | 112 | |
| | | 13,704 | | | 14,104 | |
Less accumulated depreciation and amortization | | | (10,781) | | | (10,555) | |
| | $ | 2,923 | | $ | 3,549 | |
| | June 30, | | ||||
| | 2013 | | 2012 | | ||
Deferred tax assets: | | | | | | | |
U.S. Federal and state operating loss carry-forwards | | $ | 27,620 | | $ | 23,416 | |
Foreign currency translation adjustments | | | 1,579 | | | 1,134 | |
Other | | | 3,042 | | | 2,126 | |
Net deferred tax assets | | | 32,241 | | | 26,676 | |
Valuation allowance | | | (28,059) | | | (22,165) | |
| | | 4,182 | | | 4,511 | |
Deferred tax liabilities: | | | | | | | |
Unremitted foreign earnings | | | (3,544) | | | (3,879) | |
Deferred tax assets, net | | $ | 638 | | $ | 632 | |
| | Year Ended June 30, | | ||||
| | 2013 | | 2012 | | ||
United States | | $ | (15,862) | | $ | 1,551 | |
Foreign | | | 519 | | | 247 | |
Totals | | $ | (15,343) | | $ | 1,798 | |
| | Year Ended June 30, | | ||||
| | 2013 | | 2012 | | ||
Current: | | | | | | | |
Federal | | $ | (17) | | $ | (17) | |
State | | | 14 | | | 114 | |
Foreign | | | 410 | | | 470 | |
| | | 407 | | | 567 | |
Deferred: | | | | | | | |
Foreign | | | (7) | | | (189) | |
| | $ | 400 | | $ | 378 | |
| | Year Ended June 30, | | | |||||
| | 2013 | | | 2012 | | | ||
| | | | | | | | | |
Statutory federal rates | | | 34.0 | % | | | 34.0 | % | |
State income taxes net of federal income tax expense | | | 0.7 | | | | 4.3 | | |
Non-deductible items | | | (0.2) | | | | 1.4 | | |
U.S. tax on foreign earnings | | | (0.3) | | | | (0.7) | | |
Valuation allowance | | | (35.6) | | | | (32.0) | | |
Foreign taxes (less than) in excess of federal statutory rate | | | (1.5) | | | | 11.7 | | |
Other | | | 0.3 | | | | 2.3 | | |
Totals | | | (2.6) | % | | | 21.0 | % | |
Year Ending June 30, | | | | |
2014 | | $ | 1,502 | |
2015 | | | 1,215 | |
2015 | | | 1,008 | |
2017 | | | 812 | |
2018 | | | 514 | |
2019 and later | | | 1,547 | |
| | $ | 6,598 | |
| | | | | | | | Weighted | | | | | |
| | | | | Weighted | | Average | | | | | ||
| | | | | Average | | Remaining | | Aggregate | | |||
| | | | | Exercise | | Contractual | | Intrinsic | | |||
| | Shares | | Price | | Term | | Value | | ||||
Outstanding at June 30, 2012 | | | 55,000 | | $ | 0.48 | | | | | | | |
Issued | | | 240,000 | | $ | 2.08 | | | | | | | |
Forfeited or expired | | | 0 | | $ | 0.00 | | | | | | | |
Exercised | | | (55,000) | | $ | 0.48 | | | | | | | |
Outstanding at June 30, 2013 | | | 240,000 | | $ | 2.08 | | | | | | | |
| | | | | | | | | | | | | |
Vested and exercisable at June 30, 2013 | | | 20,000 | | | | | | 3.2 | | $ | 48,000 | |
| | June 30, | | ||||||||||
| | 2013 | | Weighted Average Grant- Date Fair Value | | 2012 | | Weighted Average Grant- Date Fair Value | | ||||
Shares of non vested restricted stock-beginning of period | | | 45,403 | | $ | 4.22 | | | 178,890 | | $ | 1.61 | |
Issued | | | 191,008 | | $ | 2.11 | | | 93,532 | | $ | 3.68 | |
Vested | | | (86,133) | | $ | 2.91 | | | (224,657) | | $ | 1.91 | |
Forfeited | | | 0 | | $ | 0.00 | | | (2,362) | | $ | 5.10 | |
Shares of non vested restricted stock-end of period | | | 150,278 | | $ | 2.29 | | | 45,403 | | $ | 4.22 | |
| | United States | | Latin America | | Eliminations | | Consolidated | | ||||
Year Ended June 30, 2013 | | | | | | | | | | | | | |
Net sales to unaffiliated customers | | $ | 389,909 | | $ | 129,593 | | $ | (2,138) | | $ | 517,364 | |
Gross profit | | | 13,275 | | | 10,236 | | | | | | 23,511 | |
Foreign currency transaction loss | | | 0 | | | 1,173 | | | | | | 1,173 | |
Operating income (loss) | | | (14,974) | | | 593 | | | | | | (14,381) | |
Interest expense, net | | | 925 | | | 37 | | | | | | 962 | |
Income tax expense (benefit) | | | (40) | | | 440 | | | | | | 400 | |
Net income (loss) | | | (15,859) | | | 116 | | | | | | (15,743) | |
Total assets at year-end | | | 77,029 | | | 38,556 | | | (13,593) | | | 101,992 | |
| | | | | | | | | | | | | |
Year Ended June 30, 2012 | | | | | | | | | | | | | |
Net sales to unaffiliated customers | | $ | 442,181 | | $ | 135,134 | | $ | (41) | | $ | 577,274 | |
Gross profit | | | 26,438 | | | 10,186 | | | | | | 36,624 | |
Foreign currency transactions gain | | | 0 | | | 620 | | | | | | 620 | |
Operating income | | | 1,416 | | | 346 | | | | | | 1,762 | |
Interest expense, net | | | 1,127 | | | 99 | | | | | | 1,226 | |
Gain on acquisition | | | 1,262 | | | 0 | | | | | | 1,262 | |
Income tax expense | | | 96 | | | 282 | | | | | | 378 | |
Net income (loss) | | | 1,454 | | | (34) | | | | | | 1,420 | |
Total assets at year-end | | | 102,878 | | | 43,039 | | | (12,824) | | | 133,093 | |
Year Ended June 30, | | Microcomputer Products | | Consumer Electronics | | Small Appliances | | Total | | ||||
2013 | | $ | 458,233 | | $ | 31,752 | | $ | 27,379 | | $ | 517,364 | |
2012 | | $ | 495,576 | | $ | 57,952 | | $ | 23,746 | | $ | 577,274 | |
1. | I have reviewed this annual report on Form 10-K of SED International Holdings, Inc.; | |
| | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| | |
4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have: | |
| | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| | |
5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): | |
| | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| /s/ Robert G. O’Malley | |
| Robert G. O’Malley | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
1. | I have reviewed this annual report on Form 10-K of SED International Holdings, Inc.; | |
| | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| | |
4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have: | |
| | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| | |
5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): | |
| | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| /s/ Christopher R. Joe | |
| Christopher R. Joe | |
| Interim Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
| /s/ Robert G. O’Malley | |
| Robert G. O’Malley | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ Christopher R. Joe | |
| Christopher R. Joe | |
| Interim Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
Employee Benefit Plan
|
12 Months Ended | |
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Jun. 30, 2013
|
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Employee Benefit Plan [Abstract] | ||
Employee Benefit Plan [Text Block] | 11. Employee Benefit Plan SED maintained the SED International, Inc. 401(k) Plan, a voluntary retirement benefit program. All employees of SED International, Inc. who have attained the age of 21 are eligible to participate after completing six months of service. Employees are immediately vested in their own contributions. SED International, Inc. may provide matching contributions for its employees at the discretion of the Board of Directors. Vesting in matching contributions, if any, is ratable over 7 years based on years of continuous service. There were approximately $21,000 of matching contributions for fiscal year 2013 and $36,000 for fiscal year 2012. In April 2013, SED entered into an agreement with Insperity, a Professional Employer Organization (“PEO”), in which all SED employees are covered by the benefit plans of Insperity, including Insperity’s 401(k) Plan. |
Significant Vendors (Details Textual)
|
12 Months Ended | |
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Jun. 30, 2013
|
Jun. 30, 2012
|
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Concentration Risk, Percentage | 27.40% | 26.50% |
Vendors One [Member] | Supplier Concentration Risk [Member]
|
||
Concentration Risk, Percentage | 14.40% | 14.70% |
Vendors Two [Member] | Supplier Concentration Risk [Member]
|
||
Concentration Risk, Percentage | 13.00% | 11.80% |
Summary of Significant Accounting Policies
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | 4. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of SED and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such amounts exceed the current insured amount under the Federal Deposit Insurance Corporation. At June 30, 2013, approximately $3.6 million of SED’s cash and cash equivalents were not covered by Federal deposit insurance. The funds held in Latin American banks, which represent 55.3% of the Company’s cash and cash equivalents at June 30, 2013, are generally not available for use domestically without payment of local country withholding taxes. The Company has no single customer that represents a significant portion of total net sales or accounts receivable and the Company generally does not require collateral from its customers. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and those differences could be significant. Cash Equivalents Cash equivalents are short-term investments purchased with a maturity of three months or less. Accounts Receivable Accounts receivable are carried at the amount owed by customers less an allowance for doubtful accounts. 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 Inventories consist of finished goods and are stated at the lower of cost (first-in, first-out method) 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 certain other vendors and inventories, the Company is not protected 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the related assets, which generally range from three to seven years. Leasehold improvements are amortized ratably over the lesser of the useful lives of the improvements or the related lease terms. Foreign Currency Translation The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date, with related translation gains or losses reported as a separate component of shareholders’ equity, net of any deferred income taxes. As of June 30, 2013 and 2012, the amount of deferred income taxes recorded against cumulative translation losses is fully offset by a valuation allowance. The results of foreign operations are translated at the average exchange rates for the year. Gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations and comprehensive income (loss). Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred tax assets relate primarily to differences in the financial reporting basis and the tax basis of reserves, translation losses and depreciation of fixed assets, in addition to net operating loss and tax credit carry-forwards. Deferred tax liabilities relate to U.S. taxes on unremitted foreign earnings. As the likelihood of the full realization of the net operating losses, reserves and translation losses is uncertain, the Company has provided a valuation allowance for the future tax benefits that may not be utilized. SED evaluates the need for liabilities related to uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. Once it is determined that the position meets the recognition threshold, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. See Note 8, Income Taxes, for additional discussion. Earnings Per Common Share (EPS) Basic earnings per share are computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings 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 year ended June 30, 2013 does not include the dilutive effects of options to purchase 240,000 shares of common stock and the dilutive effect of 150,278 shares of non-vested restricted stock due to their antidilutive effects. Included in diluted earnings per share for the year ended June 30, 2012 are the dilutive effect of options to purchase 55,000 shares of common stock and the dilutive effect of 47,069 shares of non-vested restricted stock. Components of basic and diluted income (loss) per share for the year ended June 30 were as follows:
Share-Based Compensation All share-based awards are measured based on their fair value as of the grant date and recognized as compensation expense on a straight-line basis over the period during which the award recipient is required to provide service in exchange for the award (the vesting period). See Note 10, Shareholders’ Equity, for additional discussion. 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 fiscal years ended 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 $4.2 million at June 30, 2013 compared to $3.2 million at June 30, 2012. Fiscal 2013 consisted of $4.2 million of net foreign currency translation adjustments and fiscal 2012 included $3.0 million of net foreign currency translation adjustments and $0.2 million related to the interest rate swap contract. Recent Accounting Pronouncements In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting update that amends the presentation of “Comprehensive Income” in the financial statements. The new guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The accounting update was applicable to SED’s first quarter of fiscal year 2013 and SED has updated its presentation of “Comprehensive Income” to comply with the updated disclosure requirements. |
Summary of Significant Accounting Policies (Policies)
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Jun. 30, 2013
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of SED and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. |
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Revenue Recognition, Policy [Policy Text Block] | 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. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such amounts exceed the current insured amount under the Federal Deposit Insurance Corporation. At June 30, 2013, approximately $3.6 million of SED’s cash and cash equivalents were not covered by Federal deposit insurance. The funds held in Latin American banks, which represent 55.3% of the Company’s cash and cash equivalents at June 30, 2013, are generally not available for use domestically without payment of local country withholding taxes. The Company has no single customer that represents a significant portion of total net sales or accounts receivable and the Company generally does not require collateral from its customers. |
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Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and those differences could be significant. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents Cash equivalents are short-term investments purchased with a maturity of three months or less. |
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Receivables, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are carried at the amount owed by customers less an allowance for doubtful accounts. |
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Allowance For Doubtful Accounts [Policy Text Block] | 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). |
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Inventory, Policy [Policy Text Block] | Inventories Inventories consist of finished goods and are stated at the lower of cost (first-in, first-out method) 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 certain other vendors and inventories, the Company is not protected 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. |
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Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the related assets, which generally range from three to seven years. Leasehold improvements are amortized ratably over the lesser of the useful lives of the improvements or the related lease terms. |
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Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date, with related translation gains or losses reported as a separate component of shareholders’ equity, net of any deferred income taxes. As of June 30, 2013 and 2012, the amount of deferred income taxes recorded against cumulative translation losses is fully offset by a valuation allowance. The results of foreign operations are translated at the average exchange rates for the year. Gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations and comprehensive income (loss). |
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Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred tax assets relate primarily to differences in the financial reporting basis and the tax basis of reserves, translation losses and depreciation of fixed assets, in addition to net operating loss and tax credit carry-forwards. Deferred tax liabilities relate to U.S. taxes on unremitted foreign earnings. As the likelihood of the full realization of the net operating losses, reserves and translation losses is uncertain, the Company has provided a valuation allowance for the future tax benefits that may not be utilized. SED evaluates the need for liabilities related to uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. Once it is determined that the position meets the recognition threshold, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. See Note 8, Income Taxes, for additional discussion. |
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Earnings Per Share, Policy [Policy Text Block] | Earnings Per Common Share (EPS) Basic earnings per share are computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings 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 year ended June 30, 2013 does not include the dilutive effects of options to purchase 240,000 shares of common stock and the dilutive effect of 150,278 shares of non-vested restricted stock due to their antidilutive effects. Included in diluted earnings per share for the year ended June 30, 2012 are the dilutive effect of options to purchase 55,000 shares of common stock and the dilutive effect of 47,069 shares of non-vested restricted stock. Components of basic and diluted income (loss) per share for the year ended June 30 were as follows:
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation All share-based awards are measured based on their fair value as of the grant date and recognized as compensation expense on a straight-line basis over the period during which the award recipient is required to provide service in exchange for the award (the vesting period). See Note 10, Shareholders’ Equity, for additional discussion. |
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Comprehensive Income, Policy [Policy Text Block] | 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 fiscal years ended 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 $4.2 million at June 30, 2013 compared to $3.2 million at June 30, 2012. Fiscal 2013 consisted of $4.2 million of net foreign currency translation adjustments and fiscal 2012 included $3.0 million of net foreign currency translation adjustments and $0.2 million related to the interest rate swap contract. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting update that amends the presentation of “Comprehensive Income” in the financial statements. The new guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The accounting update was applicable to SED’s first quarter of fiscal year 2013 and SED has updated its presentation of “Comprehensive Income” to comply with the updated disclosure requirements. |
Segment Information
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Jun. 30, 2013
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 12. Segment Information 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 for continuing operations by geographic region is as follows:
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 are as follows:
Approximately 39.7% ($77.8 million United States export, ($2.1) million eliminations, and $129.6 million Latin America) and 39.9% ($95.4 million United States export and $135.1 million Latin America) in the fiscal years ended June 30, 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. |
Credit Facilities (Details Textual) (USD $)
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12 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
|
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Line Of Credit, Current | $ 28,484,000 | $ 36,880,000 |
Line of Credit Facility, Description | The Agreement may be increased to $75 million in $5 million increments at SEDs discretion if certain criteria are met. | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |
Advances To Subsidiaries | 5,000,000 | |
Dividend Payments Restricted | 500,000 | |
Line of Credit Facility, Expiration Date | Jan. 26, 2013 | |
Percentage Of Markup Under Line Of Credit | 1.75% | |
Derivative Liability | 200,000 | |
Deducting In Reserves For Outstanding Letters Of Credit | 4,600,000 | |
Line of Credit Facility, Current Borrowing Capacity | 1,100,000 | |
Borrowed Funds | 2,200,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | 1,200,000 | |
Wells Fargo Bank Credit Facility [Member]
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Advances To Subsidiaries | 2,000,000 | |
Line of Credit Facility, Expiration Date | Jan. 31, 2015 | |
Option Exercised To Increase Credit Facility | 60,000,000 | |
Line of Credit Facility, Current Borrowing Capacity | 3,000,000 | |
Line of Credit Facility, Interest Rate Description | These interest rate options are (a) LIBOR (0.27% at June 30, 2013), plus a margin ranging from 1.50% to 2.25% (1.75% at June 30, 2013, resulting in a total interest rate of 2.02% at June 30, 2013), or (b) the prime rate. | |
Minimum Amount Of Maintain Unused Availability Description | The Agreement also requires that if SEDs unused availability is less than 10% of the formula borrowing base ($3.5 million at June 30, 2013) at any time during the term of the Agreement, then maintenance of a minimum fixed charge coverage ratio is required. | |
Line Of Credit Facility Repurchased Amount | 1,800,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | 8,500,000 | |
Helm Bank Unsecured Line Of Credit Facility [Member]
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Deducting In Reserves For Outstanding Letters Of Credit | 700,000 | |
Wells Fargo Revolving Credit Facility [Member]
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Line Of Credit Facility Fixed Interest Rate | 2.95% | |
Derivatives Notional Amount | 15,000,000 | |
Bank One [Member] | Maximum [Member]
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Line of Credit Facility, Maximum Borrowing Capacity | 6,800,000,000 | |
Bank One [Member] | Minimum [Member]
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Line of Credit Facility, Maximum Borrowing Capacity | 2,500,000,000 | |
Bank Two [Member]
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Line of Credit Facility, Maximum Borrowing Capacity | 8,000,000 | |
Bank Two [Member] | Maximum [Member]
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Line of Credit Facility, Maximum Borrowing Capacity | 3,500,000 | |
Bank Two [Member] | Minimum [Member]
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Line of Credit Facility, Maximum Borrowing Capacity | $ 1,300,000 |
Income Taxes (Tables)
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Jun. 30, 2013
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant items comprising the Company’s deferred tax assets are as follows:
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Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of income (loss) before income taxes consist of the following:
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Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Components of income tax expense (benefit) are as follows:
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Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The Company’s effective tax rates for net income differ from statutory rates as follows:
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Property and Equipment (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment are comprised of the following:
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Shareholders' Equity (Details) (USD $)
|
12 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2013
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Dec. 31, 2012
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Dec. 05, 2012
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Oct. 15, 2012
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Outstanding, Shares | 55,000 | 100,000 | ||
Issued, Shares | 240,000 | |||
Forfeited or expired, Shares | 0 | |||
Exercised, Shares | (55,000) | |||
Outstanding, Shares | 240,000 | 100,000 | ||
Vested and exercisable, Shares | 20,000 | 750,000 | 500,000 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.48 | |||
Issued, Weighted Average Exercise Price (in dollars per share) | $ 2.08 | |||
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) | $ 0.00 | |||
Exercised, Weighted Average Exercise Price (in dollars per share) | $ 0.48 | |||
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 2.08 | |||
Vested and exercisable, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | |||
Vested and exercisable, Aggregate Intrinsic Value | $ 48,000 |
Summary of Significant Accounting Policies (Details Textual) (USD $)
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12 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Cash And Cash Equivalents Not Covered By Federal Deposit Insurance | $ 3,600,000 | |
Concentration Risk, Percentage | 27.40% | 26.50% |
Minimum Percentage Of Income Tax Benefit To Be Realized Upon Ultimate Settlement | 50.00% | |
Dilutive Effect Of Options Included In Diluted Earnings Per Share | 240,000 | 55,000 |
Dilutive Effect Of Non Vested Restricted Stock Included In Diluted Earnings Per Share | 150,278 | 47,069 |
Accumulated Other Comprehensive Income (Loss), Net Of Tax | (4,160,000) | (3,187,000) |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 4,200,000 | 3,000,000 |
Cash and Cash Equivalents [Member]
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Concentration Risk, Percentage | 55.30% | |
Interest Rate Swap [Member]
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Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 200,000 |
Income Taxes (Details 1) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
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Totals | $ (15,343) | $ 1,798 |
United States [Member]
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Totals | (15,862) | 1,551 |
Foreign [Member]
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Totals | $ 519 | $ 247 |
Employee Benefit Plan (Details Textual) (USD $)
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12 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
|
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Defined Benefit Plan, Contributions by Plan Participants | $ 21,000 | $ 36,000 |
Liquidity and Basis of Presentation (Details Textual) (USD $)
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12 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
|
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Retained Earnings (Accumulated Deficit) | $ (44,435,000) | $ (28,692,000) |
Net Income (Loss) Attributable To Parent | (15,743,000) | 1,420,000 |
Working Capital | 5,000,000 | 20,600,000 |
Line Of Credit, Current | 28,484,000 | 36,880,000 |
Restructuring Costs | 5,040,000 | 0 |
Increase (Decrease) In Inventories | (20,142,000) | (6,412,000) |
Reduced Total Inventory Percentage | 35.00% | |
Latin America [Member]
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Net Income (Loss) Attributable To Parent | 116,000 | (34,000) |
Line Of Credit, Current | 2,200,000 | |
United States [Member]
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Net Income (Loss) Attributable To Parent | (15,859,000) | 1,454,000 |
Line Of Credit, Current | $ 26,300,000 |
Income Taxes (Details Textual) (USD $)
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12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
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Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | $ 200,000 | |
Accrued Income Taxes, Current | 200,000 | 600,000 |
Prepaid Taxes | 16,000 | 100,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 5,900,000 | 54,000 |
Operating Loss Carryforwards Expiration Date Description | expiring at various dates through 2031 | |
Domestic Tax Authority [Member]
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Operating Loss Carryforwards | 74,600,000 | |
State and Local Jurisdiction [Member]
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Operating Loss Carryforwards | $ 52,300,000 |
Summary of Significant Accounting Policies (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Components of basic and diluted income (loss) per share for the year ended June 30 were as follows:
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Liquidity and Basis of Presentation
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12 Months Ended | |||||||||||||||||||
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Jun. 30, 2013
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Liquidity and Basis Of Presentation [Abstract] | ||||||||||||||||||||
Liquidity and Basis Of Presentation [Text Block] | 2. Liquidity and Basis of Presentation SED’s consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The accumulated deficit at June 30, 2013 was $44.4 million and we incurred a consolidated net loss of $15.7 million for the year ended June 30, 2013. On June 30, 2013, working capital was $5 million. The U.S. operations contributed $15.8 million to the consolidated loss. The Latin America operations contributed a positive $0.1 million to operating results. Debt in in the U.S. operations was $26.3 million while Latin America debt was $2.2 million at fiscal year ended 2013. During fiscal year ended 2013, SED executed its restructuring plan to improve operating margins. By the end of the fourth quarter of fiscal 2013, SED had reorganized itself to focus on its core business, outsourced certain administrative operations, and closed two out of five distribution centers. The expense related to this restructuring contributed approximately $5 million to the net loss for the year. SED believes these changes will allow it to focus on its core business and provide the capacity to grow future business. Working capital decreased to $5 million from $20.6 million in the same period last year. This was primarily impacted by the impact the losses had on credit availability and that impact on SED’s ability to acquire additional inventory. Inventory decreased $21.7 million year over year. During fiscal 2013, SED took several initiatives which strengthened its ability to manage its liquidity position and will continue to do so in 2014:
SED plans to maintain all existing lines of credit. SED expects available borrowings under the existing financing arrangements, additional financing arrangements subsequent to June 30, 2013, and cash flows from operations to generate sufficient liquidity to meet SED’s cash flow requirements through June 30, 2014. |
Acquisition
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12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
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Business Combinations [Abstract] | ||
Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block] | 5. 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. |
Restructuring Plans
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12 Months Ended | |
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Jun. 30, 2013
|
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Restructuring and Related Activities [Abstract] | ||
Restructuring and Related Activities Disclosure [Text Block] | 3. Restructuring Plans During fiscal 2013, SED began restructuring its United States (“U.S.”) operations, excluding export, which included among other things a realignment and reduction of the management staff, outsourcing of selected services and compression of the business model to achieve consistent profitability. The restructuring of SED’s U.S. operations was announced on April 4, 2013. In this set of actions, SED eliminated certain warehouses to increase utilization and reduce associated costs, reduced the number of employees to better match expense to revenues and reduced vendors to allow more focus on fewer strategic suppliers. SED recognized restructuring costs of approximately $5.0 million during fiscal 2013. The costs were attributable to organizational change and reduction of the management team including severance payments, change in the organizational alignment of sales, product and marketing, informational technology outsourcing, operational shut downs, inventory write-down to the lower of cost or market, fixed asset disposals, facility closures, and impairment of intangible assets. These changes significantly reduce operational expenses going forward. These actions required SED to exit certain markets and eliminate specific vendor lines. In the process and by design, SED’s U.S. inventory has been reduced from $37.9 million on March 31, 2013 to approximately $24.6 million at June 30, 2013. These reductions now position SED to grow its core businesses, focusing on large industry growth opportunities in mobility platforms, cloud storage content and related special services. |
Income Taxes (Details 2) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
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Current: | ||
Federal | $ (17) | $ (17) |
State | 14 | 114 |
Foreign | 410 | 470 |
Current Income Tax Expense (Benefit) | 407 | 567 |
Deferred: | ||
Foreign | (7) | (189) |
Income tax expense | $ 400 | $ 378 |
Lease Obligations (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
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Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of June 30, 2013, future minimum rental commitments under non-cancelable operating leases are:
|
Restructuring Plans (Details Textual) (USD $)
|
12 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
United States [Member]
|
Mar. 31, 2013
United States [Member]
|
|
Restructuring Costs | $ 5,040,000 | $ 0 | ||
Inventory Reduction | $ 24,600,000 | $ 37,900,000 |
Property and Equipment (Details Textual) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Depreciation, Depletion and Amortization, Total | $ 0.7 | $ 0.6 |
Subsequent Events (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified |
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
Domestic Tax Authority [Member]
|
Jun. 30, 2013
State and Local Jurisdiction [Member]
|
Jun. 30, 2013
Subsequent Event [Member]
|
Jun. 30, 2013
Subsequent Event [Member]
Domestic Tax Authority [Member]
|
Jun. 30, 2013
Subsequent Event [Member]
State and Local Jurisdiction [Member]
|
Sep. 09, 2013
Subsequent Event [Member]
Series A Preferred Stock [Member]
|
---|---|---|---|---|---|---|---|---|
Operating Loss Carryforwards | $ 74.6 | $ 52.3 | $ 74.6 | $ 52.3 | ||||
Dividends Payable, Amount Per Share | $ 0.01 | |||||||
Preferred Stock, Par Or Stated Value Per Share | $ 1.00 | $ 1.00 | $ 1.00 | |||||
Purchase Of Stock Price Per Share | $ 6.00 | |||||||
Equity Method Investment, Ownership Percentage | 4.90% | |||||||
Preferred Stock, Shares Authorized | 129,500 | 129,500 | 50,000 |