Accounting Policies, by Policy (Policies) | 12 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Basis of Consolidation |
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The consolidated financial statements include the accounts of Speed Commerce and its wholly-owned subsidiaries (collectively referred to herein as the “Company”). All inter-company accounts and transactions have been eliminated in consolidation. The results of operations, assets and liabilities of distribution business segment for all periods are classified as discontinued operations. |
Segment Reporting, Policy [Policy Text Block] | ' |
Segment Reporting |
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As a result of the presentation of Distribution business as discontinued operations, we only have one reportable segment as of March 31, 2014. |
Fiscal Period, Policy [Policy Text Block] | ' |
Fiscal Year |
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References in these footnotes to fiscal 2014, 2013 and 2012 represent the twelve months ended March 31, 2014, March 31, 2013 and March 31, 2012, respectively. |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates |
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The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the realizability of accounts receivable, goodwill, intangible assets, and the adequacy of certain accrued liabilities and reserves. Actual results could differ from these estimates. |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications |
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The Company has reclassified prior period amounts to conform to the current period’s presentation as discontinued operations in the consolidated financial statements for all periods presented. |
Fair Value Measurement, Policy [Policy Text Block] | ' |
Fair Value |
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Fair value is determined utilizing a hierarchy of valuation techniques. The three levels of the fair value hierarchy are as follows: |
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● | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities | | | | | | | | | | | |
● | Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active | | | | | | | | | | | |
● | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions | | | | | | | | | | | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value of Financial Instruments |
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The carrying value of the Company’s financial assets and liabilities approximates fair value at March 31, 2014 and March 31, 2013. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash (Level 1), contingent payment obligation (Level 3, Note 3) and contingent common stock obligation (Level 3, Note 3). |
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The following table provides a reconciliation of the beginning and ending balances for the obligation liabilities measured at fair value using significant unobservable inputs (Level 3) |
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| | Due to Seller | | | | | | | | | |
Balance at March 31, 2013 | | $ | 3,371 | | | | | | | | | |
Increase related to acquisition (Note 3) | | | - | | | | | | | | | |
Payment of contingent obligation | | | (887 | ) | | | | | | | | |
Change in fair value | | | - | | | | | | | | | |
Balance at March 31, 2014 | | $ | 2,484 | | | | | | | | | |
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Nonrecurring Fair Value Measurements |
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The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value of all assets and liabilities. Non-financial assets such as goodwill, intangible assets, software development costs and property and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. The Company assesses the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of our goodwill and intangible assets is not estimated if there is no change in events or circumstances that indicate the carrying amount of an intangible asset may not be recoverable. |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents |
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The Company considers short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balances in cash accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and Equipment |
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Property and equipment are recorded at cost. Depreciation is recorded, using the straight-line method over estimated useful lives, ranging from one to ten years. Depreciation is computed using the straight-line method for leasehold improvements over the shorter of the lease term or the estimated useful life. Estimated useful lives by major asset categories are generally as follows: |
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Asset | | Life in Years | | | | | | | | |
Furniture and fixtures | | | 7 | | | | | | | | | |
Office equipment | | | 10 | | | | | | | | | |
Computer equipment | | 3 | - | 6 | | | | | | | | |
Warehouse equipment | | 5 | - | 10 | | | | | | | | |
Leasehold improvements | | 1 | - | 10 | | | | | | | | |
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Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major renewals and property and equipment improvements are capitalized. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Impairment of Long-Lived Assets |
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Long-lived assets, such as property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value. Fair value is generally determined using a discounted cash flow analysis. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' |
Goodwill |
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Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method. The Company reviews goodwill for potential impairment annually for each reporting unit or when events or changes in circumstances indicate the carrying value of the goodwill might exceed its current fair value. We evaluate impairment of goodwill by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Factors which may cause impairment include negative industry or economic trends and significant underperformance relative to historical or projected future operating results. The Company determines fair value using widely accepted valuation techniques, including discounted cash flow and market multiple analyses. The amount of impairment loss is recognized as the excess of the asset’s carrying value over its fair value. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | ' |
Intangible Assets |
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Intangible assets include trademarks, developed technology, customer relationships, and a domain name. Intangible assets (except for trademarks) are amortized on a straight-line basis with estimated useful lives ranging from three to eight years. The straight-line method of amortization of these assets reflects an appropriate allocation of the costs of the intangible assets to its useful life. Intangible assets are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. An impairment loss is generally recognized when the carrying amount of an asset exceeds the estimated fair value of the asset. Fair value is generally determined using a discounted cash flow analysis. |
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Trademarks are deemed to have indefinite lives and are evaluated for impairment annually. |
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Software acquired or developed for internal-use is deferred and capitalized during application development stage and is amortized on a straight-line basis over its useful life between three and five years. |
Lease, Policy [Policy Text Block] | ' |
Operating Leases |
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The Company conducts substantially all operations in leased facilities. Leasehold allowances, rent holidays and escalating rent provisions are accounted for on a straight-line basis over the term of the lease. The portion of deferred rent due in twelve months or less is considered short-term and is included in accrued expenses in the accompanying Consolidated Balance Sheets. The long-term portion is included in other liabilities — long-term. |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition |
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Revenue for the Company is recognized based on terms of service within the customer contract. A portion of the Company’s service revenue arrangements include upfront service elements, such as web implementation and migration, and recurring service elements such as web site support, e-commerce fulfillment services and additional services. The Company does not earn or receive any commissions from its customers. Fees related to upfront contract services, such as web site implementation and migration, are deferred and recognized ratably over the expected term of the relationship with the customer, beginning when delivery of recurring services has occurred. Costs associated with the upfront contract fees are deferred and recognized consistent with the recognition of revenues. Recurring contract service elements are charged based on the number of transactions processed and recognized as the services are performed as measured by the volume of orders completed. We record all taxes imposed directly on revenue-producing transactions on a gross basis. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | ' |
Accounts Receivable and Allowance for Doubtful Accounts |
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Accounts receivable represent trade receivables from customers when we have invoiced for services and we have not yet received payment. We present accounts receivable net of an allowance for doubtful accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In doing so, we consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance, the current economic environment and historical credit trends. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Although risk management practices and methodologies are utilized to determine the adequacy of the allowance, it is possible that the accuracy of the estimation process could be materially impacted by different judgments as to collectability based on the information considered and further deterioration of accounts. |
Shipping and Handling Cost, Policy [Policy Text Block] | ' |
Shipping Costs |
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Shipping costs incurred by the e-commerce and fulfillments services related to providing logistical services are classified in cost of sales. |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes |
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Income taxes are recorded under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management assesses the likelihood that deferred tax assets will be recovered from future taxable income and establishes a valuation allowance when management believes recovery is not likely. |
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The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions as a component of income tax expense. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentration of Credit Risk |
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Financial instruments that potentially expose the Company to concentrations of credit risk include cash, cash equivalents and accounts receivable. The Company maintains substantially all of its cash and cash equivalents with one financial institution, which management believes has a high credit standing. To manage credit risk related to accounts receivable, the Company evaluates the allowances for potential credit losses. To date, losses resulting from uncollected receivables have not exceeded management’s expectations. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation |
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The Company has a stock-based compensation plan for officers, non-employee directors and key employees. The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company’s common stock is purchased by the optionee upon the exercise of stock options, and restricted stock awards are settled in shares of the Company’s common stock. |
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings (Loss) Per Share |
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Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding during the year plus all additional common shares that would have been outstanding if potentially dilutive common shares related to stock options, restricted stock and warrants had been issued. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except for per share data): |
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| | | Years ended March 31, | |
| | | 2014 | | | | 2013 | | | | 2012 | |
Numerator: | | | | | | | | | | | | |
Net loss from continuing operations | | $ | (7,869 | ) | | $ | (17,922 | ) | | $ | (21,102 | ) |
Income (loss) from discontinued operations, net of tax | | | (18,697 | ) | | | 6,125 | | | | (13,198 | ) |
Net loss | | $ | (26,566 | ) | | $ | (11,797 | ) | | $ | (34,300 | ) |
Denominator: | | | | | | | | | | | | |
Denominator for basic loss per share — weighted average shares | | | 60,775 | | | | 43,529 | | | | 36,877 | |
Denominator for diluted loss per share — weighted-average shares | | | 60,775 | | | | 43,529 | | | | 36,877 | |
Basic earnings (loss) per common share | | | | | | | | | | | | |
Continuing operations | | $ | (0.13 | ) | | $ | (0.41 | ) | | $ | (0.57 | ) |
Discontinued operations | | | (0.31 | ) | | | 0.14 | | | | (0.36 | ) |
Net income (loss) | | $ | (0.44 | ) | | $ | (0.27 | ) | | $ | (0.93 | ) |
Diluted earnings (loss) per common share | | | | | | | | | | | | |
Continuing operations | | $ | (0.13 | ) | | $ | (0.41 | ) | | $ | (0.57 | ) |
Discontinued operations | | | (0.31 | ) | | | 0.14 | | | | (0.36 | ) |
Net income (loss) | | $ | (0.44 | ) | | $ | (0.27 | ) | | $ | (0.93 | ) |
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Due to the Company’s net loss for the years ended March 31, 2014, 2013 and 2012, diluted loss per share from continuing operations excludes 1.8 million, 2.6 million and 2.8 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive. |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] | ' |
Transition and Transaction Plan |
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During April 2013, the Company implemented a series of initiatives in connection with the integration of SCC. These included a reduction in workforce and a consolidation of business structures and processes across the Company's operations. These integration initiatives resulted in, among other things, the Company's determination to close its Minneapolis, MN distribution facility; the leasing of expanded distribution and fulfillment facilities in Columbus, OH and the leasing of new offices in Dallas, TX; and the transition of certain corporate functions from Minneapolis to Dallas. The Company completed these initiatives in fiscal year 2014 and incurred $20.2 million of which $9.0 million is included as part of loss on discontinued operations in transition and transaction costs during the fiscal 2014. In addition, the Company recognized within loss on discontinued operations $4.5 million related exit costs, related to the unexpired lease terms of its Minneapolis, MN distribution facility as asset impairments in fiscal 2014. |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements |
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In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment to FASB Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“FASB ASC Topic 740”). This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective for the Company’s annual and quarterly reporting periods ending after April 1, 2014. Retrospective application is permitted. The Company is currently evaluating the impact on its consolidated financial statements and financial statement disclosures. |