Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Sep. 30, 2014 | Nov. 07, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Speed Commerce, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 65,904,043 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000911650 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2015 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $6,927 | $13 |
Accounts receivable, net | 21,915 | 18,527 |
Prepaid expenses | 2,205 | 1,000 |
Deferred costs | 4,660 | 1,708 |
Assets of discontinued operations | ' | 102,278 |
Total current assets | 35,707 | 123,526 |
Property and equipment, net | 17,153 | 15,409 |
Other assets: | ' | ' |
Intangible assets, net | 20,924 | 19,596 |
Goodwill | 30,665 | 30,665 |
Assets of discontinued operations | ' | 7,578 |
Other long-term assets | 19,889 | 5,914 |
Total assets | 124,338 | 202,688 |
Current liabilities: | ' | ' |
Revolving line of credit | ' | 38,362 |
Current portion of long-term debt | 875 | ' |
Accounts payable | 14,699 | 12,683 |
Accrued expenses | 6,246 | 1,730 |
Liabilities related to assets of discontinued operations | ' | 88,388 |
Other current liabilities | 4,372 | 4,279 |
Total current liabilities | 27,296 | 146,546 |
Long-term liabilities: | ' | ' |
Deferred payment obligation long-term - acquisition | 303 | 1,380 |
Deferred tax liabilities - long term | 2,405 | 1,288 |
Liabilities related to assets of discontinued operations | ' | 7 |
Long-term debt | 34,125 | ' |
Other long-term liabilities | 11,537 | 2,072 |
Total liabilities | 75,666 | 151,293 |
Commitments and contingencies (Note 7) | ' | ' |
Shareholders’ equity: | ' | ' |
Preferred stock, no par value: Authorized shares — 10,000,000; issued and outstanding shares — 3,333,333 at September 30, 2014 and zero at March 31, 2014 | 6,796 | ' |
Common stock, no par value: Authorized shares — 100,000,000; issued and outstanding shares — 65,829,512 at September 30, 2014 and 65,208,193 at March 31, 2014 | 216,862 | 213,354 |
Accumulated deficit | -175,036 | -162,734 |
Accumulated other comprehensive income | 50 | 775 |
Total shareholders’ equity | 48,672 | 51,395 |
Total liabilities and shareholders’ equity | 124,338 | 202,688 |
Payment Obligation [Member] | ' | ' |
Current liabilities: | ' | ' |
Deferred payment obligation short-term - acquisition | $1,104 | $1,104 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
Preferred stock, par value (in Dollars per share) | $0 | ' |
Preferred stock, authorized | 10,000,000 | ' |
Preferred stock, issued | 3,333,333 | 0 |
Preferred stock, outstanding | 3,333,333 | 0 |
Common stock, par value (in Dollars per share) | $0 | $0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 65,829,512 | 65,208,193 |
Common stock, shares outstanding | 65,829,512 | 65,208,193 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net revenue | $23,067,000 | $28,562,000 | $45,127,000 | $50,578,000 |
Cost of revenue | 17,555,000 | 22,935,000 | 34,896,000 | 38,946,000 |
Gross profit | 5,512,000 | 5,627,000 | 10,231,000 | 11,632,000 |
Operating expenses: | ' | ' | ' | ' |
Selling and marketing | 763,000 | 585,000 | 1,765,000 | 1,147,000 |
General and administrative | 3,943,000 | 3,986,000 | 7,751,000 | 8,162,000 |
Information technology | 956,000 | 718,000 | 1,800,000 | 1,377,000 |
Depreciation and amortization | 1,845,000 | 1,305,000 | 3,614,000 | 2,619,000 |
Total operating expenses | 7,507,000 | 6,594,000 | 14,930,000 | 13,305,000 |
Loss from operations | -1,995,000 | -967,000 | -4,699,000 | -1,673,000 |
Other income (expense): | ' | ' | ' | ' |
Interest expense, net | -838,000 | -418,000 | -1,379,000 | -798,000 |
Loss on early extinguishment of debt, net | -816,000 | ' | -816,000 | ' |
Other income | 1,886,000 | ' | 1,761,000 | 10,000 |
Loss from continuing operations, before income tax | -1,763,000 | -1,385,000 | -5,133,000 | -2,461,000 |
Income tax expense from continuing operations | -119,000 | -9,000 | -173,000 | -28,000 |
Net loss from continuing operations | -1,882,000 | -1,394,000 | -5,306,000 | -2,489,000 |
Discontinued operations: | ' | ' | ' | ' |
Gain on sale of discontinued operations | 3,927,000 | ' | 3,927,000 | ' |
Loss from discontinued operations, net of tax | -3,564,000 | -1,328,000 | -10,923,000 | -4,084,000 |
Net loss | -1,519,000 | -2,722,000 | -12,302,000 | -6,573,000 |
Basic loss per common share: | ' | ' | ' | ' |
Continuing operations (in Dollars per share) | ($0.06) | ($0.03) | ($0.12) | ($0.05) |
Discontinued operations (in Dollars per share) | $0.01 | ($0.02) | ($0.11) | ($0.07) |
Net loss (in Dollars per share) | ($0.05) | ($0.05) | ($0.23) | ($0.12) |
Diluted loss per common share: | ' | ' | ' | ' |
Continuing operations (in Dollars per share) | ($0.06) | ($0.03) | ($0.12) | ($0.05) |
Discontinued operations (in Dollars per share) | $0.01 | ($0.02) | ($0.11) | ($0.07) |
Net loss (in Dollars per share) | ($0.05) | ($0.05) | ($0.23) | ($0.12) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic (in Shares) | 65,536 | 56,792 | 65,377 | 56,518 |
Diluted (in Shares) | 65,536 | 56,792 | 65,377 | 56,518 |
Other comprehensive loss: | ' | ' | ' | ' |
Net unrealized gain (loss) on foreign exchange rate translation | -626,000 | -89,000 | -725,000 | 35,000 |
Comprehensive loss | ($2,145,000) | ($2,811,000) | ($13,027,000) | ($6,538,000) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (Unaudited) (USD $) | Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
In Thousands, except Share data | |||||
Balance at Mar. 31, 2014 | ' | $213,354 | ($162,734) | $775 | $51,395 |
Balance (in Shares) at Mar. 31, 2014 | ' | 65,208,193 | ' | ' | ' |
Net shares issued upon exercise of stock options and for restricted stock | ' | 789 | ' | ' | 789 |
Net shares issued upon exercise of stock options and for restricted stock (in Shares) | ' | 621,319 | ' | ' | ' |
Share based compensation | ' | 1,549 | ' | ' | 1,549 |
Issuance of convertible preferred stock, Series C | 4,665 | 3,533 | ' | ' | 8,198 |
Issuance of convertible preferred stock, Series C (in Shares) | 3,333,333 | ' | ' | ' | ' |
Accretion of convertible preferred stock, Series C | 2,131 | -2,131 | ' | ' | -2,131 |
Dividend for convertible preferred stock, Series C dividends | ' | -232 | ' | ' | -232 |
Net loss | ' | ' | -12,302 | ' | -12,302 |
Unrealized loss on foreign exchange rate translation | ' | ' | ' | -725 | -725 |
Balance at Sep. 30, 2014 | $6,796 | $216,862 | ($175,036) | $50 | $48,672 |
Balance (in Shares) at Sep. 30, 2014 | 3,333,333 | 65,829,512 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities: | ' | ' |
Net loss | ($12,302) | ($6,573) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Gain on sale of discontinued operations | -3,927 | ' |
Loss from discontinued operations, net of tax | 10,923 | 4,084 |
Gain on obligation settlement | -1,300 | ' |
Depreciation and amortization | 3,614 | 2,619 |
Amortization of debt acquisition costs | 1,076 | 161 |
Share-based compensation expense | 970 | 382 |
Deferred income taxes | 1,117 | -6 |
Other | ' | 81 |
Changes in operating assets and liabilities | -7,121 | -611 |
Operating activities from discontinued operations, net | 9,351 | -2,429 |
Net cash provided by (used in) operating activities | 2,401 | -2,292 |
Investing activities: | ' | ' |
Proceeds from sale of Distribution business | 5,000 | ' |
Cash proceeds related to acquisition | ' | 837 |
Purchases of property, equipment and software, net | -5,200 | -4,014 |
Investing activities from discontinued operations, net | -32 | -487 |
Net cash used in investing activities | -232 | -3,664 |
Financing activities: | ' | ' |
Proceeds from revolving line of credit | 61,688 | 75,173 |
Payments on revolving line of credit | -100,050 | -70,100 |
Proceeds from long-term debt | 35,000 | ' |
Proceeds from convertible preferred stock, Series C offering | 9,928 | ' |
Debt acquisition costs | -3,054 | ' |
Other | 1,233 | 204 |
Financing activities from discontinued operatings, net | ' | 611 |
Net cash provided by financing activities | 4,745 | 5,888 |
Net increase (decrease) in cash and cash equivalents | 6,914 | -68 |
Cash and cash equivalents at beginning of period | 13 | 91 |
Cash and cash equivalents at end of period | $6,927 | $23 |
Note_1_Organization_and_Basis_
Note 1 - Organization and Basis of Presentation | 6 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Business Description and Basis of Presentation [Text Block] | ' |
Note 1 Organization and Basis of Presentation | |
Speed Commerce, Inc. (the “Company” or “Speed Commerce”), a Minnesota corporation formed in 1983, is a provider of web platform development and hosting, customer care, fulfillment, order management, logistics and call center capabilities for clients. | |
On July 9, 2014, the Company completed the sale of its Distribution business and entered into a five-year, $50 million term loan credit facility with various lenders. The Distrubtion business has been reclassified as discontinued operations in the consoldiated financial statements for all periods presented. | |
The accompanying unaudited consolidated financial statements of Speed Commerce have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. | |
All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |
Because of the seasonal nature of the Company’s business, the operating results and cash flows for the three and six month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in Speed Commerce, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2014. | |
Significant accounting policies | |
There were no significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC for the year ended March 31, 2014. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. | |
In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
Note_2_Discontinued_Operations
Note 2 - Discontinued Operations and Disposition | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | ||||||||||||||||
Note 2 Discontinued Operations and Disposition | |||||||||||||||||
On July 9, 2014, the Company completed the sale of its Distribution business to Wynit Distribution, LLC (the “Buyers”). The Company received cash proceeds of $5.0 million and a promissory note from the Buyers in an amount equal to $10.0 million at the close of the transaction, subject to adjustments for working capital and other matters. Based on estimated working capital and other adjustments, the Company recorded a pre-tax gain of approximately $3.9 million. There are no principal payments under the promissory note until July 2015, with the final as adjusted principal balance payable in equal quarterly installments over three years. The sale of the Distribution business is not expected to generate a federal tax liability but is subject to applicable state income taxes. In connection with the sale, the Company and the Buyer also entered into a transition services agreement to provide one another with certain transitional services. The Distribution business is reclassified as discontinued operations in the consolidated financial statements for all periods presented. The final gain is subject to change until working capital and other purchase agreement matters are settled with the Buyers. | |||||||||||||||||
At March 31, 2014, the Company adjusted the estimated carrying value of the assets and liabilities of discontinued operations by $2.2 million to reflect fair value measurements. In addition, the assets and liabilities associated with the discontinued operations are classified as Assets of discontinued operations and Liabilities related to assets of discontinued operations, as appropriate, in the consolidated balance sheets. | |||||||||||||||||
The following table provides the components of Discontinued operations (unaudited): | |||||||||||||||||
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net revenue | $ | 2,476 | $ | 90,448 | $ | 71,743 | $ | 166,164 | |||||||||
Cost of revenue | 3,409 | 82,486 | 70,678 | 152,659 | |||||||||||||
Total operating expenses | 2,616 | 9,268 | 11,970 | 17,552 | |||||||||||||
Pre-tax loss from discontinued operations | (3,549 | ) | (1,306 | ) | (10,905 | ) | (4,047 | ) | |||||||||
Gain on sale of discontinued operations | 3,927 | - | 3,927 | - | |||||||||||||
Income tax expense | (15 | ) | (22 | ) | (18 | ) | (37 | ) | |||||||||
Income (loss) from discontinued operations, net of tax | $ | 363 | $ | (1,328 | ) | $ | (6,996 | ) | $ | (4,084 | ) | ||||||
Note_3_Supplemental_Cash_Flow_
Note 3 - Supplemental Cash Flow Information | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Cash Flow, Supplemental Disclosures [Text Block] | ' | ||||||||
Note 3 Supplemental Cash Flow Information | |||||||||
For the six months ended September 30, 2014 and 2013, net cash paid for income taxes was $26,000 and $176,000, respectively. For the six months ended September 30, 2014 and 2013, net cash paid for interest was $591,000 and $497,000, respectively. | |||||||||
The following table provides the components of Changes in operating assets and liabilities (unaudited): | |||||||||
Six Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | (3,388 | ) | $ | (7,426 | ) | |||
Prepaid expenses | (1,481 | ) | (705 | ) | |||||
Other assets | (14,949 | ) | (3,372 | ) | |||||
Accounts payable | 2,016 | 9,029 | |||||||
Accrued expenses and other liabilities | 10,681 | 1,863 | |||||||
Changes in operating assets and liabilities | $ | (7,121 | ) | $ | (611 | ) | |||
We had $1.5 million in non-cash investing activities for property and equipment acquired under long-term capital leases during the second quarter of fiscal 2015. |
Note_4_Intangible_Assets
Note 4 - Intangible Assets | 6 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||||||||||
Note 4 Intangible Assets | |||||||||||||||||||||||||
Intangible Asset Summary | |||||||||||||||||||||||||
Identifiable intangible assets, with zero residual value, are being amortized (except for the trademarks which have an indefinite life) over useful lives of five years for developed technology, eight to fourteen years for customer relationships, seven years for the domain name, and three to five years for internal-use software and are valued as follows (in thousands): | |||||||||||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||||||||||
(Unaudited) | (Audited) | ||||||||||||||||||||||||
Gross carrying | Accumulated | Gross carrying | Accumulated | ||||||||||||||||||||||
amount | amortization | Net | amount | amortization | Net | ||||||||||||||||||||
Developed technology | $ | 4,170 | $ | (2,039 | ) | $ | 2,131 | $ | 4,170 | $ | (1,483 | ) | $ | 2,687 | |||||||||||
Customer relationships | 14,490 | (2,527 | ) | 11,963 | 14,490 | (1,485 | ) | 13,005 | |||||||||||||||||
Domain name | 135 | (29 | ) | 106 | 135 | (19 | ) | 116 | |||||||||||||||||
Internal-use software | 3,239 | (105 | ) | 3,134 | 244 | (46 | ) | 198 | |||||||||||||||||
Trademarks (not amortized) | 3,590 | - | 3,590 | 3,590 | - | 3,590 | |||||||||||||||||||
$ | 25,624 | $ | (4,700 | ) | $ | 20,924 | $ | 22,629 | $ | (3,033 | ) | $ | 19,596 | ||||||||||||
Debt issuance costs | |||||||||||||||||||||||||
Debt issuance costs are included in “Other long-term assets” and are amortized over the life of the related debt. Debt issuance costs consisted of the following (in thousands): | |||||||||||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||||||||||
(Unaudited) | (Audited) | ||||||||||||||||||||||||
Debt issuance costs | $ | 3,002 | $ | 2,771 | |||||||||||||||||||||
Less: accumulated amortization | (153 | ) | (1,848 | ) | |||||||||||||||||||||
Debt issuance costs, net | $ | 2,849 | $ | 923 | |||||||||||||||||||||
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
Note 5 Property and Equipment | |||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
(Unaudited) | (Audited) | ||||||||
Furniture and fixtures | $ | 58 | $ | 27 | |||||
Computer and office equipment | 7,513 | 5,561 | |||||||
Warehouse equipment | 11,020 | 10,464 | |||||||
Leasehold improvements | 1,064 | 826 | |||||||
Construction in progress | 3,569 | 2,851 | |||||||
Total | 23,224 | 19,729 | |||||||
Less: accumulated depreciation and amortization | (6,071 | ) | (4,320 | ) | |||||
Net property and equipment | $ | 17,153 | $ | 15,409 | |||||
Depreciation expense was $0.9 million and $1.8 million for the three and six months ended September 30, 2014, respectively, and $0.8 million and $1.6 million for the three and six months ended September 30, 2013, respectively. |
Note_6_Other_Longterm_Assets_O
Note 6 - Other Long-term Assets, Other Current Liabilities and Other Long-term Liabilities | 6 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Disclosure Text Block Supplement [Abstract] | ' | |||||||||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | ' | |||||||||
Note 6 Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities | ||||||||||
Other long-term assets consisted of the following (in thousands): | ||||||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Debt issuance costs, net | $ | 2,849 | $ | 923 | ||||||
Deferred costs | 10,700 | 3,757 | ||||||||
Note receivable | 3,274 | - | ||||||||
Other deposits | 3,066 | 1,234 | ||||||||
Total other long-term assets | $ | 19,889 | $ | 5,914 | ||||||
Accrued expenses consisted of the following (in thousands): | ||||||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Compensation and benefits | $ | 1,551 | $ | 1,135 | ||||||
Accrued interest | 616 | 158 | ||||||||
Warrant | 1,186 | - | ||||||||
Other | 2,893 | 437 | ||||||||
Total accrued expenses | $ | 6,246 | $ | 1,730 | ||||||
Other current liabilities consisted of the following (in thousands): | ||||||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Deferred revenue | $ | 3,478 | $ | 3,007 | ||||||
Tax payable | 42 | 733 | ||||||||
Lease obligation | 852 | 539 | ||||||||
Total other current liabilities | $ | 4,372 | $ | 4,279 | ||||||
Other long-term liabilities consisted of the following (in thousands): | ||||||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Deferred rent | $ | 5,464 | $ | 1,390 | ||||||
Deferred revenue | 5,324 | 563 | ||||||||
Customer deposits | 32 | 34 | ||||||||
Lease obligation | 717 | 85 | ||||||||
Total other long-term liabilities | $ | 11,537 | $ | 2,072 | ||||||
Note_7_Commitments_and_Conting
Note 7 - Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 7 Commitments and Contingencies | |
Litigation and Proceedings | |
In the normal course of business, the Company is involved in a number of litigation/arbitration and administrative/regulatory matters that are incidental to the operation of the Company’s business. These proceedings generally include, among other things, various matters with regard to products distributed by the Company and services provided by the Company, disagreements regarding ownership of intellectual property, the payment of amounts owed by the Company to third parties, and the collection of accounts receivable owed to the Company. | |
The Company does not currently believe that the resolution of any pending matters will have a material adverse effect on the Company’s financial position or liquidity, but an adverse decision in more than one could be material to the Company’s consolidated results of operations. No amounts were accrued with respect to proceedings as of September 30, 2014 and March 31, 2014, respectively as they are not probable or estimable. |
Note_8_Bank_Financing_and_Debt
Note 8 - Bank Financing and Debt | 6 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Note 8 Bank Financing and Debt | |
Term Loan Credit Facility | |
On July 9, 2014, the Company entered into a five-year, $50 million term loan credit facility with various lenders and Garrison Loan Agency Services, LLC (“Garrison”) acting as the agent (the “Term Loan”). Upon the closing of the Term Loan, $35 million was funded to the Company, less certain fees and costs (the “Closing Date Loans”). An additional $15 million delayed draw term loan is available to the Company under the Term Loan, which can be drawn prior to January 1, 2016, if the Company is in compliance with certain obligations under the Term Loan (the “Delayed Draw Loan”). The principal amount of all loans provided under the Term Loan is amortized at 2.5% annually and repaid in quarterly scheduled installment payment of $218,750, with the remaining principal balance being due and payable on July 9, 2019. | |
The interest rates per annum applicable to loans are currently set based on a defined British Bankers Association Interest Settlement Rate (“LIBOR”) plus an applicable margin. The Term Loan includes (i) a $15 million (“Term Loan A”) with applicable margin rate of 2.75%, (ii) a $20 million (“Term Loan B”) with applicable margin rate 8.15%. The interest rate on Term Loan A and Term Loan B at September 30, 2014 were 2.94% and 9.15%, respectively. | |
The Closing Date Loans bear a blended interest rate that is roughly equal to the LIBOR rate, plus 5.5%, except upon an event of default. The Delayed Draw Loan, if drawn, would bear an interest rate at the LIBOR rate, plus 5.5%, except upon an event of default. The LIBOR rate for all loans under the Term Loan is subject to a minimum level of 1.0%. Funds provided under the Term Loan, together with funds received in connection with the sale of the Company’s retail distribution and software publishing business, were used to repay the Company’s previous line of credit with Wells Fargo Capital Finance LLC, which was terminated in connection with the entry into the Term Loan. | |
The term loan contains customary affirmative and negative covenants. The financial covenants include a limitation on capital expenditures, a maximum fixed charge coverage ratio, and a maximum indebtedness to EBITDA ratio. The creation of indebtedness outside the credit facility, creation of liens, making of certain investments, sale of assets, and incurrence of debt are all either limited or require prior approval from Garrison or the lenders under those facilities. These credit facilities also contain customary events of default such as nonpayment, bankruptcy, and change in control, which if they occur may constitute an event of default. The Company currently in compliance with our debt covenants as amended. | |
Credit Facility | |
On November 12, 2009, the Company entered into a three year, $65.0 million revolving credit facility (the “Credit Facility”) with Wells Fargo Capital Finance, LLC as agent and lender, and a participating lender. In conjunction with the sale of the Distribution business, the Credit Facility was paid-off and terminated effective July 9, 2014. The Company recognized an expense of $0.8 million as a result of early termination of this facility. | |
At September 30, 2014 and March 31, 2014, the Company had $0.0 million and $38.4 million, respectively, outstanding on the Credit Facility. On July 9, 2014, the Credit Facility was repaid in full and replaced by the term loan credit facility described above. | |
Letters of Credit | |
On April 14, 2011, the Company was released from a lease guaranty by providing a five-year, standby letter of credit for $1.5 million, which is reduced by $300,000 each subsequent year. The standby letter of credit can be drawn down, to the extent in default, prompt payments are not made under this office lease by the tenant. No claims have been made against this financial instrument. There was no indication that the tenant under that office lease would not be able to pay the required future lease payments totaling $2.0 million and $2.3 million at September 30, 2014 and March 31, 2014, respectively. Therefore, at September 30, 2014 and March 31, 2014, the Company did not believe a future draw on the standby letter of credit was probable and an accrual related to any future obligation was not considered necessary at such times. | |
On August 8, 2014, the Company issued an irrevocable standby letter of credit for the benefit of the landlord of one of its facilities in the amount of $576,424 which expires on August 8, 2015. |
Note_9_Income_Taxes
Note 9 - Income Taxes | 6 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 9 Income Taxes | |
For the three months ended September 30, 2014, the Company recorded income tax expense from continuing operations of $119,000, compared to income tax expense from continuing operations of $9,000 for the three months ended September 30, 2013. The effective income tax rate applied to continuing operations for the three months ended September 30, 2014 was a negative 6.7%, compared to a negative 0.6% for the three months ended September 30, 2013. | |
For the six months ended September 30, 2014, the Company recorded income tax expense from continuing operations of $173,000, compared to income tax expense from continuing operations of $28,000 for the six months ended September 30, 2013. The effective income tax rate applied to continuing operations for the six months ended September 30, 2014 was a negative 3.4%, compared to a negative 1.1% for the six months ended September 30, 2013. | |
For the three months ended September 30, 2014, the Company recorded income tax expense from discontinued operations of $15,000, compared to income tax expense from discontinued operations of $22,000 for the three months ended September 30, 2013. The effective income tax rate applied to discontinued operations for the three months ended September 30, 2014 was a 4.0%, compared to a negative 1.7% for the three months ended September 30, 2013. | |
For the six months ended September 30, 2014, the Company recorded income tax expense from discontinued operations of $18,000, compared to income tax expense from discontinued operations of $37,000 for the three months ended September 30, 2013. The effective income tax rate applied to discontinued operations for the six months ended September 30, 2014 was a negative 0.3%, compared to a negative 0.9% for the six months ended September 30, 2013. | |
The Company does not consider any foreign earnings as permanently reinvested in foreign jurisdictions and records deferred tax liabilities for temporary differences related to its foreign operations. | |
Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income streams and the impact of tax planning strategies. A valuation allowance is recorded to reduce deferred tax assets when it is determined that it is more likely than not, based on the weight of available evidence, the Company would not be able to realize all or part of its deferred tax assets. An assessment is required of all available evidence, both positive and negative, to determine the amount of any required valuation allowance. | |
As of September 30, 2014 and March 31, 2014, the Company had a valuation allowance of $43.6 million and $39.5 million has been recorded to offset net deferred tax assets of $42.3 million and $38.2 million, respectively. The net deferred tax assets before valuation allowance are composed of temporary differences, primarily related to net operating loss carryforwards, which will begin to expire in fiscal 2029. The Company also has foreign tax credit carryforwards which will begin to expire in 2016. | |
As of September 30, 2014 and March 31, 2014, the Company provided for a liability of $1.6 million and $1.1 million, respectively, for unrecognized tax benefits (excluding interest and penalties) related to various income tax matters, which was included in long-term deferred tax liabilities. | |
The Company does not anticipate that the total unrecognized tax benefits will significantly change prior to March 31, 2015. |
Note_10_Earnings_Loss_Per_Shar
Note 10 - Earnings (Loss) Per Share and Convertible Preferred Stock | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
Note 10 Earnings (Loss) Per Share and Convertible Preferred Stock. | |||||||||||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): | |||||||||||||||||
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss from continuing operations | $ | (1,882 | ) | $ | (1,394 | ) | $ | (5,306 | ) | $ | (2,489 | ) | |||||
Dividend for convertible preferred stock, Series C dividends | (178 | ) | - | (232 | ) | - | |||||||||||
Accretion of convertible preferred stock, Series C | (1,670 | ) | - | (2,131 | ) | - | |||||||||||
Income (loss) from discontinued operations, net of tax | 363 | (1,328 | ) | (6,996 | ) | (4,084 | ) | ||||||||||
Net loss attributable to common shareholders | $ | (3,367 | ) | $ | (2,722 | ) | $ | (14,665 | ) | $ | (6,573 | ) | |||||
Denominator: | |||||||||||||||||
Denominator for basic loss per share — weighted average shares | 65,536 | 56,792 | 65,377 | 56,518 | |||||||||||||
Denominator for diluted loss per share — weighted-average shares | 65,536 | 56,792 | 65,377 | 56,518 | |||||||||||||
Basic earnings (loss) per common share | |||||||||||||||||
Continuing operations | $ | (0.06 | ) | $ | (0.03 | ) | $ | (0.12 | ) | $ | (0.05 | ) | |||||
Discontinued operations | 0.01 | (0.02 | ) | (0.11 | ) | (0.07 | ) | ||||||||||
Net loss | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.23 | ) | $ | (0.12 | ) | |||||
Diluted earnings (loss) per common share | |||||||||||||||||
Continuing operations | $ | (0.06 | ) | $ | (0.03 | ) | $ | (0.12 | ) | $ | (0.05 | ) | |||||
Discontinued operations | 0.01 | (0.02 | ) | (0.11 | ) | (0.07 | ) | ||||||||||
Net loss | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.23 | ) | $ | (0.12 | ) | |||||
Due to the Company’s net loss for the three months ended September 30, 2014 and 2013, diluted loss per share excludes 2.7 million and 1.2 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive. Due to the Company’s net loss for the six months ended September 30, 2014 and 2013, diluted loss per share excludes 2.6 million and 1.0 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive. The per share amounts also exclude the as-if conversion of the Series C preferred stock and warrants as their inclusion would have been anti-dilutive for the three and six months ended September 30, 2014. | |||||||||||||||||
The Company’s Articles of Incorporation authorize 10,000,000 shares of preferred stock, no par value. On June 2, 2014, the Company closed a private offering with institutional investors for approximately $10 million of the Company's Series C Preferred Stock. The Company received proceeds of $9.9 million after costs from the issuance of the Series C Preferred Stock. Under the terms of the offering, Speed Commerce sold an aggregate of 3,333,333 shares of the Company's Series C Preferred Stock and issued five-year warrants to purchase an additional 833,333 shares of Common Stock for $3.50 per share and related warrants, for an aggregate purchase price of $10 million. The net proceeds of the offering will be used to pay down indebtedness and for general corporate purposes. | |||||||||||||||||
Each Holder of Series C Preferred Stock, in preference and priority to the holders of all other classes or series of stock, shall be entitled to receive quarterly dividends at the rate of seven percent (7%) per annum of the Series C Stated Value (the “Series C Preferred Dividends”). | |||||||||||||||||
The warrants issued with the Series C preferred stock are accounted for using the liability method and is subject to mark-to-market adjustments at each reporting period. The fair value of the warrants at issuance was $1.7 million and the fair value was $1.2 million at September 30, 2014. Changes in fair value are included in other non-operating income in the statement of operations. |
Note_11_Subsequent_Events
Note 11 - Subsequent Events | 6 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 11 Subsequent Events | |
On October 29, 2014, the shareholders approved the 2014 Stock Option and Incentive Plan (the “2014 Plan”) and replaced the Company’s 2004 Amended and Restated Stock Incentive Plan (the “2004 Plan”), under which no further awards may be granted after September 13, 2014. All outstanding awards previously granted under the 2004 Stock Plan continue to be governed by and administered under the 2004 Stock Plan. | |
The 2014 Plan authorizes the Compensation Committee, which is composed of independent non-employee directors, to make stock-based awards to employees of the Company. The 2014 Plan also authorizes the Board to make stock-based awards to non-employee directors. The 2014 Plan is administered by the Compensation Committee, which selects the participants to be granted options or other awards under the 2014 Plan, determines the amount of grants or awards to participants, and prescribes discretionary terms and conditions of each grant not otherwise fixed under the 2014 Plan. All employees of the Company are eligible for participation under the 2014 Plan. As of the date hereof, no awards have been granted under the 2014 Plan and future awards cannot be quantified or estimated. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. | |
In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
Note_2_Discontinued_Operations1
Note 2 - Discontinued Operations and Disposition (Tables) | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||||||||||||||
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net revenue | $ | 2,476 | $ | 90,448 | $ | 71,743 | $ | 166,164 | |||||||||
Cost of revenue | 3,409 | 82,486 | 70,678 | 152,659 | |||||||||||||
Total operating expenses | 2,616 | 9,268 | 11,970 | 17,552 | |||||||||||||
Pre-tax loss from discontinued operations | (3,549 | ) | (1,306 | ) | (10,905 | ) | (4,047 | ) | |||||||||
Gain on sale of discontinued operations | 3,927 | - | 3,927 | - | |||||||||||||
Income tax expense | (15 | ) | (22 | ) | (18 | ) | (37 | ) | |||||||||
Income (loss) from discontinued operations, net of tax | $ | 363 | $ | (1,328 | ) | $ | (6,996 | ) | $ | (4,084 | ) |
Note_3_Supplemental_Cash_Flow_1
Note 3 - Supplemental Cash Flow Information (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Cash Flow, Operating Capital [Table Text Block] | ' | ||||||||
Six Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | (3,388 | ) | $ | (7,426 | ) | |||
Prepaid expenses | (1,481 | ) | (705 | ) | |||||
Other assets | (14,949 | ) | (3,372 | ) | |||||
Accounts payable | 2,016 | 9,029 | |||||||
Accrued expenses and other liabilities | 10,681 | 1,863 | |||||||
Changes in operating assets and liabilities | $ | (7,121 | ) | $ | (611 | ) |
Note_4_Intangible_Assets_Table
Note 4 - Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||||||||||
(Unaudited) | (Audited) | ||||||||||||||||||||||||
Gross carrying | Accumulated | Gross carrying | Accumulated | ||||||||||||||||||||||
amount | amortization | Net | amount | amortization | Net | ||||||||||||||||||||
Developed technology | $ | 4,170 | $ | (2,039 | ) | $ | 2,131 | $ | 4,170 | $ | (1,483 | ) | $ | 2,687 | |||||||||||
Customer relationships | 14,490 | (2,527 | ) | 11,963 | 14,490 | (1,485 | ) | 13,005 | |||||||||||||||||
Domain name | 135 | (29 | ) | 106 | 135 | (19 | ) | 116 | |||||||||||||||||
Internal-use software | 3,239 | (105 | ) | 3,134 | 244 | (46 | ) | 198 | |||||||||||||||||
Trademarks (not amortized) | 3,590 | - | 3,590 | 3,590 | - | 3,590 | |||||||||||||||||||
$ | 25,624 | $ | (4,700 | ) | $ | 20,924 | $ | 22,629 | $ | (3,033 | ) | $ | 19,596 | ||||||||||||
Schedule of Other Assets [Table Text Block] | ' | ||||||||||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||||||||||
(Unaudited) | (Audited) | ||||||||||||||||||||||||
Debt issuance costs | $ | 3,002 | $ | 2,771 | |||||||||||||||||||||
Less: accumulated amortization | (153 | ) | (1,848 | ) | |||||||||||||||||||||
Debt issuance costs, net | $ | 2,849 | $ | 923 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
(Unaudited) | (Audited) | ||||||||
Furniture and fixtures | $ | 58 | $ | 27 | |||||
Computer and office equipment | 7,513 | 5,561 | |||||||
Warehouse equipment | 11,020 | 10,464 | |||||||
Leasehold improvements | 1,064 | 826 | |||||||
Construction in progress | 3,569 | 2,851 | |||||||
Total | 23,224 | 19,729 | |||||||
Less: accumulated depreciation and amortization | (6,071 | ) | (4,320 | ) | |||||
Net property and equipment | $ | 17,153 | $ | 15,409 |
Note_6_Other_Longterm_Assets_O1
Note 6 - Other Long-term Assets, Other Current Liabilities and Other Long-term Liabilities (Tables) | 6 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Disclosure Text Block Supplement [Abstract] | ' | |||||||||
Schedule of Other Assets and Other Liabilities [Table Text Block] | ' | |||||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Debt issuance costs, net | $ | 2,849 | $ | 923 | ||||||
Deferred costs | 10,700 | 3,757 | ||||||||
Note receivable | 3,274 | - | ||||||||
Other deposits | 3,066 | 1,234 | ||||||||
Total other long-term assets | $ | 19,889 | $ | 5,914 | ||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Compensation and benefits | $ | 1,551 | $ | 1,135 | ||||||
Accrued interest | 616 | 158 | ||||||||
Warrant | 1,186 | - | ||||||||
Other | 2,893 | 437 | ||||||||
Total accrued expenses | $ | 6,246 | $ | 1,730 | ||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Deferred revenue | $ | 3,478 | $ | 3,007 | ||||||
Tax payable | 42 | 733 | ||||||||
Lease obligation | 852 | 539 | ||||||||
Total other current liabilities | $ | 4,372 | $ | 4,279 | ||||||
30-Sep-14 | 31-Mar-14 | |||||||||
(Unaudited) | (Audited) | |||||||||
Deferred rent | $ | 5,464 | $ | 1,390 | ||||||
Deferred revenue | 5,324 | 563 | ||||||||
Customer deposits | 32 | 34 | ||||||||
Lease obligation | 717 | 85 | ||||||||
Total other long-term liabilities | $ | 11,537 | $ | 2,072 |
Note_10_Earnings_Loss_Per_Shar1
Note 10 - Earnings (Loss) Per Share and Convertible Preferred Stock (Tables) | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss from continuing operations | $ | (1,882 | ) | $ | (1,394 | ) | $ | (5,306 | ) | $ | (2,489 | ) | |||||
Dividend for convertible preferred stock, Series C dividends | (178 | ) | - | (232 | ) | - | |||||||||||
Accretion of convertible preferred stock, Series C | (1,670 | ) | - | (2,131 | ) | - | |||||||||||
Income (loss) from discontinued operations, net of tax | 363 | (1,328 | ) | (6,996 | ) | (4,084 | ) | ||||||||||
Net loss attributable to common shareholders | $ | (3,367 | ) | $ | (2,722 | ) | $ | (14,665 | ) | $ | (6,573 | ) | |||||
Denominator: | |||||||||||||||||
Denominator for basic loss per share — weighted average shares | 65,536 | 56,792 | 65,377 | 56,518 | |||||||||||||
Denominator for diluted loss per share — weighted-average shares | 65,536 | 56,792 | 65,377 | 56,518 | |||||||||||||
Basic earnings (loss) per common share | |||||||||||||||||
Continuing operations | $ | (0.06 | ) | $ | (0.03 | ) | $ | (0.12 | ) | $ | (0.05 | ) | |||||
Discontinued operations | 0.01 | (0.02 | ) | (0.11 | ) | (0.07 | ) | ||||||||||
Net loss | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.23 | ) | $ | (0.12 | ) | |||||
Diluted earnings (loss) per common share | |||||||||||||||||
Continuing operations | $ | (0.06 | ) | $ | (0.03 | ) | $ | (0.12 | ) | $ | (0.05 | ) | |||||
Discontinued operations | 0.01 | (0.02 | ) | (0.11 | ) | (0.07 | ) | ||||||||||
Net loss | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.23 | ) | $ | (0.12 | ) |
Note_1_Organization_and_Basis_1
Note 1 - Organization and Basis of Presentation (Details) (Term Loan Credit Facility [Member], USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jul. 09, 2014 | Nov. 12, 2009 |
Term Loan Credit Facility [Member] | ' | ' |
Note 1 - Organization and Basis of Presentation (Details) [Line Items] | ' | ' |
Debt Instrument, Term | '5 years | ' |
Debt Instrument, Face Amount | $50 | $50 |
Note_2_Discontinued_Operations2
Note 2 - Discontinued Operations and Disposition (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | |
Jul. 09, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | |
Note 2 - Discontinued Operations and Disposition (Details) [Line Items] | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses | $5,000,000 | ' | $5,000,000 | ' |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 3,900,000 | 3,927,000 | 3,927,000 | ' |
Disposal Group Including Discontinued Operation of Disposal Group | ' | ' | ' | 2,200,000 |
Notes Receivable [Member] | ' | ' | ' | ' |
Note 2 - Discontinued Operations and Disposition (Details) [Line Items] | ' | ' | ' | ' |
Disposal Group, Including Discontinued Operation, Consideration | $10,000,000 | ' | ' | ' |
Note_2_Discontinued_Operations3
Note 2 - Discontinued Operations and Disposition (Details) - Components of Discontinued Operations (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 09, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Components of Discontinued Operations [Abstract] | ' | ' | ' | ' | ' |
Net revenue | ' | $2,476 | $90,448 | $71,743 | $166,164 |
Cost of revenue | ' | 3,409 | 82,486 | 70,678 | 152,659 |
Total operating expenses | ' | 2,616 | 9,268 | 11,970 | 17,552 |
Pre-tax loss from discontinued operations | ' | -3,549 | -1,306 | -10,905 | -4,047 |
Gain on sale of discontinued operations | 3,900 | 3,927 | ' | 3,927 | ' |
Income tax expense | ' | -15 | -22 | -18 | -37 |
Income (loss) from discontinued operations, net of tax | ' | $363 | ($1,328) | ($6,996) | ($4,084) |
Note_3_Supplemental_Cash_Flow_2
Note 3 - Supplemental Cash Flow Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Supplemental Cash Flow Elements [Abstract] | ' | ' | ' |
Income Taxes Paid, Net | ' | $26,000 | $176,000 |
Interest Paid, Net | ' | 591,000 | 497,000 |
Capital Lease Obligations Incurred | $1,500,000 | ' | ' |
Note_3_Supplemental_Cash_Flow_3
Note 3 - Supplemental Cash Flow Information (Details) - Changes in Operating Assets and Liabilities (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Changes in Operating Assets and Liabilities [Abstract] | ' | ' |
Accounts receivable | ($3,388) | ($7,426) |
Prepaid expenses | -1,481 | -705 |
Other assets | -14,949 | -3,372 |
Accounts payable | 2,016 | 9,029 |
Accrued expenses and other liabilities | 10,681 | 1,863 |
Changes in operating assets and liabilities | ($7,121) | ($611) |
Note_4_Intangible_Assets_Detai
Note 4 - Intangible Assets (Details) | 6 Months Ended |
Sep. 30, 2014 | |
Developed Technology Rights [Member] | ' |
Note 4 - Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Customer Relationships [Member] | Minimum [Member] | ' |
Note 4 - Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '8 years |
Customer Relationships [Member] | Maximum [Member] | ' |
Note 4 - Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '14 years |
Internet Domain Names [Member] | ' |
Note 4 - Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '7 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | ' |
Note 4 - Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '3 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | ' |
Note 4 - Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Note_4_Intangible_Assets_Detai1
Note 4 - Intangible Assets (Details) - Intangible Asset Summary (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | $25,624 | $22,629 |
Finite-Lived Intangible Assets, Accumulated Amortization | -4,700 | -3,033 |
Intangible Assets, Net (Excluding Goodwill) | 20,924 | 19,596 |
Developed Technology Rights [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 4,170 | 4,170 |
Finite-Lived Intangible Assets, Accumulated Amortization | -2,039 | -1,483 |
Intangible Assets, Net (Excluding Goodwill) | 2,131 | 2,687 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 14,490 | 14,490 |
Finite-Lived Intangible Assets, Accumulated Amortization | -2,527 | -1,485 |
Intangible Assets, Net (Excluding Goodwill) | 11,963 | 13,005 |
Internet Domain Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 135 | 135 |
Finite-Lived Intangible Assets, Accumulated Amortization | -29 | -19 |
Intangible Assets, Net (Excluding Goodwill) | 106 | 116 |
Computer Software, Intangible Asset [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 3,239 | 244 |
Finite-Lived Intangible Assets, Accumulated Amortization | -105 | -46 |
Intangible Assets, Net (Excluding Goodwill) | 3,134 | 198 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 3,590 | 3,590 |
Intangible Assets, Net (Excluding Goodwill) | $3,590 | $3,590 |
Note_4_Intangible_Assets_Detai2
Note 4 - Intangible Assets (Details) - Debt Issuance Costs (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Issuance Costs [Abstract] | ' | ' |
Debt issuance costs | $3,002 | $2,771 |
Less: accumulated amortization | -153 | -1,848 |
Debt issuance costs, net | $2,849 | $923 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation | $0.90 | $0.80 | $1.80 | $1.60 |
Note_5_Property_and_Equipment_2
Note 5 - Property and Equipment (Details) - Property and Equipment (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $23,224 | $19,729 |
Less: accumulated depreciation and amortization | -6,071 | -4,320 |
Net property and equipment | 17,153 | 15,409 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 58 | 27 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 7,513 | 5,561 |
Other Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 11,020 | 10,464 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 1,064 | 826 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $3,569 | $2,851 |
Note_6_Other_Longterm_Assets_O2
Note 6 - Other Long-term Assets, Other Current Liabilities and Other Long-term Liabilities (Details) - Other Assets and Liabilities (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets and Liabilities [Abstract] | ' | ' |
Debt issuance costs, net | $2,849 | $923 |
Deferred costs | 10,700 | 3,757 |
Note receivable | 3,274 | ' |
Other deposits | 3,066 | 1,234 |
Total other long-term assets | 19,889 | 5,914 |
Compensation and benefits | 1,551 | 1,135 |
Accrued interest | 616 | 158 |
Warrant | 1,186 | ' |
Other | 2,893 | 437 |
Total accrued expenses | 6,246 | 1,730 |
Deferred revenue | 3,478 | 3,007 |
Tax payable | 42 | 733 |
Lease obligation | 852 | 539 |
Total other current liabilities | 4,372 | 4,279 |
Deferred rent | 5,464 | 1,390 |
Deferred revenue | 5,324 | 563 |
Customer deposits | 32 | 34 |
Lease obligation | 717 | 85 |
Total other long-term liabilities | $11,537 | $2,072 |
Note_8_Bank_Financing_and_Debt1
Note 8 - Bank Financing and Debt (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2014 | Nov. 12, 2009 | Sep. 30, 2014 | Nov. 12, 2009 | Sep. 30, 2014 | Jul. 09, 2014 | Nov. 12, 2009 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 09, 2014 | Jul. 09, 2014 | Nov. 12, 2009 | Sep. 30, 2014 | Mar. 31, 2014 | Apr. 14, 2011 | Apr. 14, 2011 | Sep. 30, 2014 | Mar. 31, 2014 | Aug. 08, 2014 | |
Term Loan Credit Facility [Member] | Term Loan Credit Facility [Member] | Term Loan Credit Facility [Member] | Term Loan Credit Facility [Member] | Term Loan Credit Facility [Member] | Term Loan Credit Facility [Member] | Term Loan Credit Facility [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Lease Involving a Five-Year Standby Letter of Credit [Member] | Lease Involving a Five-Year Standby Letter of Credit [Member] | Lease Involving a Five-Year Standby Letter of Credit [Member] | Lease Involving a One-Year Standby Letter of Credit [Member] | |
Closing Date Loans [Member] | Closing Date Loans [Member] | Delayed Draw Loan [Member] | Delayed Draw Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Wells Fargo Capital Finance, LLC [Member] | Wells Fargo Capital Finance, LLC [Member] | Wells Fargo Capital Finance, LLC [Member] | Wells Fargo Capital Finance, LLC [Member] | Lease Involving a Five-Year Standby Letter of Credit [Member] | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||
Note 8 - Bank Financing and Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | '5 years | ' | '3 years | ' | ' | '5 years | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | $35,000,000 | ' | $15,000,000 | ' | $50,000,000 | $50,000,000 | ' | $15,000,000 | ' | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Pricipal Amortization Rate | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | 218,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ' | 5.50% | ' | ' | ' | ' | 2.75% | ' | 8.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 2.94% | ' | 9.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | ' | ' | ' | ' | ' | ' | ' |
Payments of Debt Extinguishment Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 38,400,000 | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | 576,424 |
Annual Decrease in Letter of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Guarantor Obligations, Maximum Exposure, Undiscounted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | $2,300,000 | ' |
Note_9_Income_Taxes_Details
Note 9 - Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit) | $119,000 | $9,000 | $173,000 | $28,000 | ' |
Effective Income Tax Rate Reconciliation, Percent | -6.70% | -0.60% | -3.40% | -1.10% | ' |
Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period | 15,000 | 22,000 | 18,000 | 37,000 | ' |
Effective Income Tax Rate Reconciliation, Discontinued Operations, Percent | -4.00% | -1.70% | -0.30% | -0.90% | ' |
Deferred Tax Assets, Valuation Allowance | 43,600,000 | ' | 43,600,000 | ' | 39,500,000 |
Deferred Tax Assets, Net, Before Valuation Allowance | 42,300,000 | ' | 42,300,000 | ' | 38,200,000 |
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | $1,600,000 | ' | $1,600,000 | ' | $1,100,000 |
Note_10_Earnings_Loss_Per_Shar2
Note 10 - Earnings (Loss) Per Share and Convertible Preferred Stock (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 02, 2014 | Jun. 02, 2014 |
Series C Preferred Stock [Member] | ||||||
Note 10 - Earnings (Loss) Per Share and Convertible Preferred Stock (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,700,000 | 1,200,000 | 2,600,000 | 1,000,000 | ' | ' |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0 | ' | $0 | ' | ' | ' |
Preferred Stock, Shares Authorized | 10,000,000 | ' | 10,000,000 | ' | ' | ' |
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants (in Dollars) | ' | ' | ' | ' | ' | $10 |
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants (in Dollars) | ' | ' | ' | ' | ' | 9.9 |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 3,333,333 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | 833,333 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | ' | ' | $3.50 | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | ' | 7.00% |
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | $1.20 | ' | $1.20 | ' | $1.70 | ' |
Note_10_Earnings_Loss_Per_Shar3
Note 10 - Earnings (Loss) Per Share and Convertible Preferred Stock (Details) - Computation of Basic and Diluted Earnings (Loss) Per Share (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net loss from continuing operations (in Dollars) | ($1,882) | ($1,394) | ($5,306) | ($2,489) |
Dividend for convertible preferred stock, Series C dividends (in Dollars) | -178 | ' | -232 | ' |
Accretion of convertible preferred stock, Series C (in Dollars) | -1,670 | ' | -2,131 | ' |
Income (loss) from discontinued operations, net of tax (in Dollars) | 363 | -1,328 | -6,996 | -4,084 |
Net loss attributable to common shareholders (in Dollars) | ($3,367) | ($2,722) | ($14,665) | ($6,573) |
Denominator: | ' | ' | ' | ' |
Denominator for basic loss per share — weighted average shares (in Shares) | 65,536 | 56,792 | 65,377 | 56,518 |
Denominator for diluted loss per share — weighted-average shares (in Shares) | 65,536 | 56,792 | 65,377 | 56,518 |
Basic earnings (loss) per common share | ' | ' | ' | ' |
Continuing operations | ($0.06) | ($0.03) | ($0.12) | ($0.05) |
Discontinued operations | $0.01 | ($0.02) | ($0.11) | ($0.07) |
Net loss | ($0.05) | ($0.05) | ($0.23) | ($0.12) |
Diluted earnings (loss) per common share | ' | ' | ' | ' |
Continuing operations | ($0.06) | ($0.03) | ($0.12) | ($0.05) |
Discontinued operations | $0.01 | ($0.02) | ($0.11) | ($0.07) |
Net loss | ($0.05) | ($0.05) | ($0.23) | ($0.12) |