Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Jun. 12, 2015 | Sep. 30, 2014 |
Entity Registrant Name | Speed Commerce, Inc. | ||
Entity Central Index Key | 911650 | ||
Current Fiscal Year End Date | -28 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 79,053,022 | ||
Entity Public Float | $136,321 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Mar-15 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $6,381,000 | $13,000 |
Accounts receivable, less allowance for doubtful accounts of $1,043 at March 31, 2015 and $41 at March 31, 2014 | 18,685,000 | 18,527,000 |
Inventory | 1,687,000 | |
Prepaid expenses | 1,633,000 | 1,000,000 |
Deferred costs | 7,199,000 | 1,708,000 |
Assets of discontinued operations | 102,278,000 | |
Total current assets | 35,585,000 | 123,526,000 |
Property and equipment, net | 23,072,000 | 15,409,000 |
Other assets: | ||
Intangible assets, net | 42,355,000 | 19,596,000 |
Goodwill | 45,002,000 | 30,665,000 |
Assets of discontinued operations | 7,578,000 | |
Other long-term assets | 12,268,000 | 5,914,000 |
Total assets | 158,282,000 | 202,688,000 |
Current liabilities: | ||
Revolving line of credit | 38,362,000 | |
Current portion of long-term debt | 2,750,000 | |
Accounts payable | 16,453,000 | 12,683,000 |
Accrued expenses | 9,862,000 | 1,730,000 |
Deferred payment obligation short-term - acquisition | 856,000 | 1,104,000 |
Liabilities related to assets of discontinued operations | 88,388,000 | |
Other current liabilities | 9,862,000 | 4,279,000 |
Total current liabilities | 39,783,000 | 146,546,000 |
Long-term liabilities: | ||
Deferred payment obligation long-term - acquisition | 1,380,000 | |
Deferred tax liabilities - long term | 1,273,000 | 1,288,000 |
Liabilities related to assets of discontinued operations | 7,000 | |
Long-term debt | 96,000,000 | |
Other long-term liabilities | 15,590,000 | 2,072,000 |
Total liabilities | 152,646,000 | 151,293,000 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Convertible preferred stock, no par value: Authorized shares — 10,000,000; issued and outstanding shares — 344,001.10 at March 31, 2015 and zero at March 31, 2014 | 8,523,000 | 0 |
Common stock, no par value: Authorized shares — 100,000,000; issued and outstanding shares — 66,013,130 at March 31, 2015 and 65,208,193 at March 31, 2014 | 215,867,000 | 213,354,000 |
Accumulated deficit | -218,760,000 | -162,734,000 |
Accumulated other comprehensive income | 6,000 | 775,000 |
Total shareholders’ equity | 5,636,000 | 51,395,000 |
Total liabilities and shareholders’ equity | $158,282,000 | $202,688,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,043 | $41 |
Preferred stock, par value (in dollars per share) | $0 | |
Preferred stock, authorized (in shares) | 10,000,000 | |
Preferred stock, issued (in shares) | 344,001.10 | 0 |
Preferred stock, outstanding (in shares) | 344,001.10 | 0 |
Common stock, par value (in dollars per share) | $0 | $0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 66,013,130 | 65,208,193 |
Common stock, shares outstanding (in shares) | 66,013,130 | 65,208,193 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Net revenue | $120,008,000 | $107,079,000 | $54,500,000 |
Cost of revenue | 105,400,000 | 88,972,000 | 44,734,000 |
Gross profit | 14,608,000 | 18,107,000 | 9,766,000 |
Operating expenses: | |||
Selling and marketing | 3,041,000 | 2,692,000 | 1,621,000 |
General and administrative | 21,667,000 | 12,512,000 | 11,093,000 |
Information technology | 4,633,000 | 2,780,000 | 1,059,000 |
Depreciation and amortization | 9,065,000 | 5,848,000 | 1,101,000 |
Goodwill and intangible impairment | 18,764,000 | ||
Total operating expenses | 57,170,000 | 23,832,000 | 14,874,000 |
Loss from operations | -42,562,000 | -5,725,000 | -5,108,000 |
Other income (expense): | |||
Interest expense, net | -4,744,000 | -1,859,000 | -1,017,000 |
Loss on early extinguishment of debt, net | -3,863,000 | 0 | |
Other income (expense), net | 8,537,000 | 5,000 | -98,000 |
Loss from continuing operations, before income tax | -42,632,000 | -7,579,000 | -6,223,000 |
Income tax expense from continuing operations | -213,000 | -290,000 | -11,699,000 |
Net loss from continuing operations | -42,845,000 | -7,869,000 | -17,922,000 |
Discontinued operations: | |||
Gain on sale of discontinued operations, net of tax | 2,203,000 | ||
Income (loss) from discontinued operations, net of tax | -15,384,000 | -18,697,000 | 6,125,000 |
Net loss | -56,026,000 | -26,566,000 | -11,797,000 |
Basic earnings (loss) per common share | |||
Continuing operations (in dollars per share) | ($0.71) | ($0.13) | ($0.41) |
Discontinued operations (in dollars per share) | ($0.20) | ($0.31) | $0.14 |
Net loss (in dollars per share) | ($0.91) | ($0.44) | ($0.27) |
Diluted earnings (loss) per common share | |||
Continuing operations (in dollars per share) | ($0.71) | ($0.13) | ($0.41) |
Discontinued operations (in dollars per share) | ($0.20) | ($0.31) | $0.14 |
Net loss (in dollars per share) | ($0.91) | ($0.44) | ($0.27) |
Weighted average shares outstanding: | |||
Basic (in shares) | 65,672 | 60,775 | 43,529 |
Diluted (in shares) | 65,672 | 60,775 | 43,529 |
Other comprehensive loss: | |||
Net unrealized gain (loss) on foreign exchange rate translation | -769,000 | 439,000 | 345,000 |
Comprehensive loss | ($56,795,000) | ($26,127,000) | ($11,452,000) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Mar. 31, 2012 | $164,196,000 | ($124,371,000) | ($9,000) | $39,816,000 | |
Balance (in shares) at Mar. 31, 2012 | 37,112,343 | ||||
Net shares issued upon exercise of stock options and for restricted stock (in shares) | 260,610 | ||||
Net shares issued upon exercise of stock options and for restricted stock | 90,000 | 90,000 | |||
Share based compensation | 983,000 | 983,000 | |||
Common stock issued - SCC Acquisition (in shares) | 18,865,283 | ||||
Common stock issued - SCC Acquisition | 24,246,000 | 24,246,000 | |||
Net loss | -11,797,000 | -11,797,000 | |||
Net unrealized gain (loss) on foreign exchange rate translation | 345,000 | 345,000 | |||
Balance at Mar. 31, 2013 | 189,515,000 | -136,168,000 | 336,000 | 53,683,000 | |
Balance (in shares) at Mar. 31, 2013 | 56,238,236 | ||||
Net shares issued upon exercise of stock options and for restricted stock (in shares) | 379,921 | ||||
Net shares issued upon exercise of stock options and for restricted stock | 338,000 | 338,000 | |||
Share based compensation | 1,326,000 | 1,326,000 | |||
Common stock issued - SCC Acquisition (in shares) | 590,036 | ||||
Common stock issued - SCC Acquisition | 388,000 | 388,000 | |||
Net loss | -26,566,000 | -26,566,000 | |||
Net unrealized gain (loss) on foreign exchange rate translation | 439,000 | 439,000 | |||
Stock Issued During Period, Shares, New Issues | 8,000,000 | ||||
Equity offering | 21,787,000 | 21,787,000 | |||
Balance at Mar. 31, 2014 | 213,354,000 | -162,734,000 | 775,000 | 51,395,000 | |
Balance (in shares) at Mar. 31, 2014 | 65,208,193 | ||||
Net shares issued upon exercise of stock options and for restricted stock (in shares) | 804,937 | 519,605 | |||
Net shares issued upon exercise of stock options and for restricted stock | 686,000 | 686,000 | |||
Share based compensation | 2,408,000 | 2,408,000 | |||
Net loss | -56,026,000 | -56,026,000 | |||
Net unrealized gain (loss) on foreign exchange rate translation | -769,000 | -769,000 | |||
Issuance of convertible preferred stock (in shares) | 333,333.30 | ||||
Issuance of convertible preferred stock | 4,665,000 | 3,533,000 | 8,198,000 | ||
Accretion of convertible preferred stock | 3,533,000 | -3,533,000 | -3,533,000 | ||
Dividend for convertible preferred stock dividends | 325,000 | -581,000 | -256,000 | ||
Balance at Mar. 31, 2015 | $8,523,000 | $215,867,000 | ($218,760,000) | $6,000 | $5,636,000 |
Balance (in shares) at Mar. 31, 2015 | 344,001.10 | 66,013,130 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Operating activities: | |||
Net loss | ($56,026,000) | ($26,566,000) | ($11,797,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Gain on sale of discontinued operations, net of tax | -2,203,000 | ||
Gain (loss) from discontinued operations, net of tax | 15,384,000 | 18,697,000 | -6,125,000 |
Gain on obligation settlement | -1,300,000 | ||
Loss on extinguishment of debt | 3,863,000 | ||
Depreciation and amortization | 9,065,000 | 5,848,000 | 1,101,000 |
Amortization of debt issuance costs | 1,150 | 323 | 196 |
Share-based compensation expense | 1,820,000 | 1,043,000 | 793,000 |
Goodwill and intangible impairment | 18,764,000 | ||
Deferred income taxes | 9,000 | 10,660,000 | |
Change in fair value of warrants and earn out | -7,469,000 | 338,000 | 249,000 |
Changes in operating assets and liabilities | 13,198,000 | -3,346,000 | -5,424,000 |
Operating activities from discontinued operations, net | 3,099,000 | -21,127,000 | 4,105,000 |
Net cash used in operating activities | -655,000 | -25,119,000 | -6,242,000 |
Investing activities: | |||
Proceeds from sale of Distribution business | 5,000,000 | 0 | 0 |
Cash proceeds (paid) related to acquisition | -54,314,000 | 319,000 | -22,120,000 |
Purchases of property, equipment and software, net | -8,994,000 | -10,508,000 | -1,960,000 |
Investing activities from discontinued operations, net | -1,357,000 | -1,877,000 | |
Net cash used in investing activities | -58,308,000 | -11,546,000 | -25,957,000 |
Financing activities: | |||
Proceeds from revolving line of credit | 61,688,000 | 135,458,000 | 173,555,000 |
Payments on revolving line of credit | -100,050,000 | -120,980,000 | -149,671,000 |
Proceeds from long-term debt | 135,000,000 | 0 | 0 |
Payments on long-term debt | -36,250,000 | ||
Proceeds from convertible preferred stock and warrants | 9,928,000 | ||
Proceeds from equity offering, net | 21,787,000 | ||
Debt issuance costs | -4,414,000 | -35,000 | -762,000 |
Other | -7,469,000 | 338,000 | 249,000 |
Financing activities from discontinued operations, net | 19,000 | 3,478,000 | |
Net cash provided by financing activities | 65,331,000 | 36,587,000 | 26,690,000 |
Net increase (decrease) in cash and cash equivalents | 6,368,000 | -78,000 | -5,509,000 |
Cash and cash equivalents at beginning of period | 13,000 | 91,000 | 5,600,000 |
Cash and cash equivalents at end of period | $6,381,000 | $13,000 | $91,000 |
Note_1_Business_Description
Note 1 - Business Description | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | Note 1 Business Description |
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 November 21, 2014, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sigma Holdings, LLC. Under the Purchase Agreement, the Company purchased substantially all of the assets which were operated under the trade name Fifth Gear and the Company entered into a five-year Amended and Restated Credit and Guaranty Agreement, $100 million term loan credit facility with various lenders. | |
On July 9, 2014, the Company completed the sale of its Distribution business. The Distribution business has been reclassified as discontinued operations in the consolidated financial statements for all periods presented. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies | ||||||||||||
Basis of Consolidation | |||||||||||||
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. | |||||||||||||
Segment Reporting | |||||||||||||
The Company reports as a single reportable segment based on the nature of the Company’s services, the type of customers and business processes and the economic similarity of the Fifth Gear and Speed Commerce Corporation (“SCC”) operating segments. | |||||||||||||
Fiscal Year | |||||||||||||
References in these footnotes to fiscal 2015, 2014 and 2013 represent the twelve months ended March 31, 2015, March 31, 2014 and March 31, 2013, respectively. | |||||||||||||
Use of Estimates | |||||||||||||
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, the recoverability of initial project costs, accruals for certain contracts estimated to be in a loss position and the adequacy of certain accrued liabilities and reserves. Actual results could differ from these estimates. | |||||||||||||
Fair Value | |||||||||||||
Fair value is determined utilizing a hierarchy of valuation techniques. The three levels of the fair value hierarchy are as follows: | |||||||||||||
● | 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 | |||||||||||||
Financial instruments consist primarily of cash and cash equivalents, receivables, payables and debt instruments. The carrying value of the Company’s financial assets and liabilities approximates fair value at March 31, 2015 and March 31, 2014. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents (Level 1). | |||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||
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. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
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. | |||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
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. 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. | |||||||||||||
Inventory | |||||||||||||
Inventories are stated at the lower of cost or market with cost determined on the first-in, first-out (FIFO) method. The Company monitors its inventory to ensure that it properly identifies, on a timely basis, inventory items that are slow-moving and non-returnable. | |||||||||||||
Deferred Costs | |||||||||||||
Upfront project development revenues and costs related to contract services, such as web site implementation and migration are deferred until the site launched. Deferred revenues and costs are amortized over the expected life of the customer relationship. Changes in project requirements or scope, estimated life of customer relationship or project profitability may result in revisions in the timing and/or recoverability of deferred project costs. The effects of such revisions are recognized in the period that the revisions are determined. Estimated losses on projects are recognized when it is first determined that upfront costs cannot be recovered over the expected life of the customer relationship. The Company makes key judgments in areas such as the customer life, estimated project revenues and costs, and costs to complete sites that are not launched at the end of the reporting period. Any deviations from estimates could have a significant positive or negative impact on the results of operations. | |||||||||||||
The Company may incur costs subject to statements of work or similar change requests, whether approved or unapproved by the customer. The Company determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. For change requests associated with initial development requirements, the anticipated revenues and costs are deferred and amortized over the life of the customer relationship. For change requests for active sites that were not part of the initial development requirements, costs are recognized as incurred. | |||||||||||||
Property and Equipment | |||||||||||||
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: | |||||||||||||
Asset | Life in Years | ||||||||||||
Furniture and fixtures | 7 | ||||||||||||
Office equipment | 10 | ||||||||||||
Computer equipment | 3 | - | 6 | ||||||||||
Warehouse equipment | 5 | - | 10 | ||||||||||
Leasehold improvements | 1 | - | 10 | ||||||||||
Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major renewals and property and equipment improvements are capitalized. | |||||||||||||
Impairment of Long-Lived Assets | |||||||||||||
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 | |||||||||||||
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. The Company evaluates 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. | |||||||||||||
Intangible Assets | |||||||||||||
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 one to twelve 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. Definite-lived intangible assets are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Indefinite-lived intangibles, such as trademarks, are evaluated for impairment annually. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated fair value of the asset. | |||||||||||||
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. | |||||||||||||
Revenue Recognition | |||||||||||||
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. | |||||||||||||
Shipping Costs | |||||||||||||
Shipping costs incurred by the e-commerce and fulfillments services related to providing logistical services are classified in cost of sales. | |||||||||||||
Operating Leases | |||||||||||||
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. | |||||||||||||
Income Taxes | |||||||||||||
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. | |||||||||||||
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. | |||||||||||||
Stock-Based Compensation | |||||||||||||
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. | |||||||||||||
Loss Per Share | |||||||||||||
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): | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Numerator: | |||||||||||||
Net loss from continuing operations | $ | (42,845 | ) | $ | (7,869 | ) | $ | (17,922 | ) | ||||
Dividend for convertible preferred stock, Series D dividends | (30 | ) | - | - | |||||||||
Accretion of convertible preferred stock, Series C | (3,533 | ) | - | - | |||||||||
Income (loss) from discontinued operations, net of tax | (13,181 | ) | (18,697 | ) | 6,125 | ||||||||
Net loss to common stockholders | $ | (59,589 | ) | $ | (26,566 | ) | $ | (11,797 | ) | ||||
Denominator: | |||||||||||||
Denominator for basic loss per share — weighted average shares | 65,672 | 60,775 | 43,529 | ||||||||||
Denominator for diluted loss per share — weighted-average shares | 65,672 | 60,775 | 43,529 | ||||||||||
Basic earnings (loss) per common share | |||||||||||||
Continuing operations | $ | (0.71 | ) | $ | (0.13 | ) | $ | (0.41 | ) | ||||
Discontinued operations | (0.20 | ) | (0.31 | ) | 0.14 | ||||||||
Net loss | $ | (0.91 | ) | $ | (0.44 | ) | $ | (0.27 | ) | ||||
Diluted earnings (loss) per common share | |||||||||||||
Continuing operations | $ | (0.71 | ) | $ | (0.13 | ) | $ | (0.41 | ) | ||||
Discontinued operations | (0.20 | ) | (0.31 | ) | 0.14 | ||||||||
Net loss | $ | (0.91 | ) | $ | (0.44 | ) | $ | (0.27 | ) | ||||
Due to the Company’s net loss for the years ended March 31, 2015 and 2014, diluted loss per share from continuing operations excludes 2.9 million and 1.8 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive. | |||||||||||||
Transition and Transaction Plan | |||||||||||||
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 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 $11.2 million of related expenses during the fiscal 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 June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 requires that a performance target which affects vesting and which could be achieved after the requisite service period be treated as a performance condition. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |||||||||||||
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. | |||||||||||||
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 require the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual and interim periods beginning on or after December 15, 2015. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. |
Note_3_Acquisition
Note 3 - Acquisition | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Business Combination Disclosure [Text Block] | Note 3 Acquisitions | ||||||||
Fifth Gear | |||||||||
On November 21, 2014, the Company completed the purchase of the Fifth Gear Assets. Total consideration included: $54.5 million in cash, after working capital adjustment, and up to 7,000,000 shares of the Company’s common stock upon Fifth Gear’s achieving certain financial metrics for the twelve months ended December 31, 2014. The cash paid at closing was funded by the Company's Amended and Restated Credit and Guaranty Agreement. The combined fair value of the earn-out consideration was estimated to be $10.4 million based upon Level 3 fair value valuation techniques (unobservable inputs that reflect the reporting entity’s own assumptions). A financial model was applied to estimate the value of the consideration that utilized the income approach and option pricing theory to compute expected values and probabilities of reaching the various thresholds in the agreement. Key assumptions included (i) the product of nine times the 2014 Adjusted EBITDA of Seller, on a combined and consolidated basis exceeds (ii) $55 million in an amount not to exceed 7,000,000 shares of the Company’s common stock (See Note 18 Subsequent events). | |||||||||
The goodwill of $32.3 million arising from the Purchase Agreement consists largely of the synergies and economies of scale expected from combining the operations of the Company and Fifth Gear. This transaction qualified as an acquisition of a significant business pursuant to Regulation S-X and financial statements for the acquired business were filed. | |||||||||
The purchase price was allocated based on preliminary estimates of the fair value of assets acquired and liabilities assumed as follows (in thousands): | |||||||||
Consideration: | |||||||||
Cash, net of cash acquired | $ | 54,314 | |||||||
Earn out obligation | 10,441 | ||||||||
Fair value of total consideration transferred | $ | 64,755 | |||||||
The Fifth Gear purchase price was allocated as follows: | |||||||||
Accounts receivable | $ | 5,175 | |||||||
Inventory | 1,190 | ||||||||
Prepaid expenses and other assets | 733 | ||||||||
Property and equipment | 5,611 | ||||||||
Purchased intangibles: | |||||||||
Developed product technologies | 3,070 | ||||||||
Customer relationships | 20,100 | ||||||||
Tradenames | 522 | ||||||||
Goodwill | 32,311 | ||||||||
Accounts payable | (1,513 | ) | |||||||
Accrued expenses and other liabilities | (2,444 | ) | |||||||
$ | 64,755 | ||||||||
Net sales of Fifth Gear, included in net revenue - in the | |||||||||
Consolidated Statements of Operations and Comprehensive Income (Loss) | |||||||||
for the year ended March 31, 2015 was $21.3 million. Fifth Gear provided operating income of $8,000 to the consolidated Company’s operating income for the year ended March 31, 2015. | |||||||||
Acquisition-related costs (included in general and administrative expenses in the | |||||||||
Consolidated Statements of Operations and Comprehensive Income (Loss) | |||||||||
for the year ended March 31, 2015 were $2.1 million. | |||||||||
A gain of $5.9 million was recognized for fiscal year 2015 related to the contingent earn out obligation originally valued at $10.4 million, due to the change in the Company’s stock price as of March 31, 2015. | |||||||||
The following summary, prepared on a condensed pro forma basis presents the Company’s unaudited consolidated results from operations as if the acquisition of Fifth Gear had been completed as of the beginning of fiscal 2015. The pro forma presentation below does not include any impact of transaction costs or synergies. | |||||||||
Years ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net sales | $ | 155,230 | $ | 160,639 | |||||
Loss from continuing operations | (44,429 | ) | (13,079 | ) | |||||
Net loss | $ | (57,855 | ) | $ | (32,066 | ) | |||
Loss per common share: | |||||||||
Basic | $ | (0.88 | ) | $ | (0.69 | ) | |||
Diluted | $ | (0.88 | ) | $ | (0.69 | ) | |||
SCC | |||||||||
On November 20, 2012, the Company completed the acquisition of SCC, a leading provider of end-to-end e-commerce services. Total consideration included: $24.5 million in cash at closing, which is net of a preliminary working capital adjustment, 17.1 million shares of the Company’s common stock plus performance payments (contingent consideration) up to an additional $5.0 million in cash (undiscounted) and 6.3 million shares of the Company’s common stock contingent upon SCC’s achieving certain financial metrics for the 12 months ending December 31, 2012. The contingent cash payment is comprised of up to a maximum of $1.25 million, of which $1.0 million was paid in early calendar 2013, and up to a maximum of $3.75 million, of which $3.0 million (before interest of five percent per annum) will be paid in equal, quarterly installments beginning in October 2013 and ending on February 29, 2016. The contingent share payment of up to a maximum of 2,215,526 shares was to be issued in early calendar 2013, of which 1,770,097 shares were issued, and up to a maximum of 4,071,842 shares could have been issued in late calendar 2013, of which 590,036 were issued in July 2013. The determination of the remaining contingent cash and share payments was finalized in the first quarter of fiscal 2014. The working capital adjustment was also finalized in the first quarter of fiscal 2014 in accordance with the Merger Agreement, pursuant to which the Company received $836,000, which reduced the amount of cash consideration paid and decreases goodwill. | |||||||||
On September 29, 2014, the Company entered into Amendment No. 3 which resolved certain outstanding items by reducing the Merger Consideration in the aggregate amount of $1,300,000, and the parties agreed to mutual releases in connection with certain claims. |
Note_4_Discontinued_Operations
Note 4 - Discontinued Operations | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4 Discontinued Operations | ||||||||||||
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, which was adjusted to $1.5 million based on actual working capital delivered and other post-closing adjustments. The Company has recognized a pre-tax gain of approximately $2.2 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 post-closing transitional services. The Distribution business is reclassified as discontinued operations in the consolidated financial statements for all periods presented. | |||||||||||||
The following table provides the components of discontinued operations: | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Net revenue | $ | 71,743 | $ | 391,237 | $ | 430,795 | |||||||
Cost of revenue | 70,711 | 359,554 | 388,501 | ||||||||||
Total operating expenses | 16,375 | 50,353 | 36,032 | ||||||||||
Pre-tax income (loss) from discontinued operations | (15,343 | ) | (18,670 | ) | 6,262 | ||||||||
Gain (loss) on sale of discontinued operations | 2,203 | - | - | ||||||||||
Income tax benefit (expense) | (41 | ) | (27 | ) | (137 | ) | |||||||
Income (loss) from discontinued operations, net of tax | $ | (13,181 | ) | $ | (18,697 | ) | $ | 6,125 |
Note_5_Supplemental_Cash_Flow_
Note 5 - Supplemental Cash Flow Information | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Cash Flow, Supplemental Disclosures [Text Block] | Note 5 Supplemental Cash Flow Information | ||||||||||||
For the years ended March 31, 2015, 2014 and 2013, net cash paid for income taxes was $37,000, $448,000 and $202,000, respectively. For the years ended March 31, 2015, 2014, and 2013, net cash paid for interest was $4.5 million, $1.7 million, and $710,000, respectively. | |||||||||||||
The following table provides the components of changes in operating assets and liabilities, net of acquisition: | |||||||||||||
31-Mar-15 | 31-Mar-14 | 31-Mar-13 | |||||||||||
Accounts receivable | $ | 5,017 | $ | (3,628 | ) | $ | (297 | ) | |||||
Inventories | (497 | ) | - | - | |||||||||
Prepaid expenses | (435 | ) | (391 | ) | 643 | ||||||||
Income taxes receivable | - | - | 13 | ||||||||||
Other assets | (12,669 | ) | (5,459 | ) | (1,298 | ) | |||||||
Accounts payable | 2,533 | 1,549 | 2,641 | ||||||||||
Accrued expenses and other liabilities | 19,249 | 4,583 | (7,126 | ) | |||||||||
Changes in operating assets and liabilities, net of acquisition | $ | 13,198 | $ | (3,346 | ) | $ | (5,424 | ) |
Note_6_Goodwill_and_Intangible
Note 6 - Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] | Note 6 Goodwill, Deferred Costs and Intangible Assets | ||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
The Company performs an impairment test of goodwill annually, or when events or a change in circumstances indicate that the carrying value might exceed the current fair value. The goodwill as of March 31, 2015 was created in the SCC and Fifth Gear acquisitions. Certain factors may result in the need to perform an impairment test other than annually, including significant underperformance of the Company's business relative to expected operating results, significant adverse economic and industry trends, and a decision to divest an individual business within a reporting unit. | |||||||||||||||||||||||||
The Company performed the 2015 annual goodwill impairment analysis using two reporting units: SCC and Fifth Gear. | |||||||||||||||||||||||||
If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, then the Company is required to perform the goodwill impairment test. Goodwill impairment is determined using a two-step process. | |||||||||||||||||||||||||
• | The first step is to identify if a potential impairment exists by comparing the fair value of the business with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the process is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. | ||||||||||||||||||||||||
• | The second step, if necessary, compares the implied fair value of goodwill with the carrying amount of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. | ||||||||||||||||||||||||
The Company estimates the fair value using various valuation techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires the Company to make various assumptions about sales, operating margins, growth rates and discount rates. Assumptions about discount rates are based on a weighted-average cost of capital derived from observable market inputs and comparable company data. Assumptions about sales, operating margins, and growth rates are based on management’s forecasts, business plans, economic projections, anticipated future cash flows and marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. | |||||||||||||||||||||||||
In March 2015, we performed our annual goodwill and intangible asset impairment assessments using widely-accepted valuation techniques and recorded impairment charges for our SCC reporting unit goodwill and trademark of $18.0 million and $0.8 million, respectively as of March 31, 2015. | |||||||||||||||||||||||||
Deferred Costs | |||||||||||||||||||||||||
In the fourth quarter of fiscal 2015, we determined that several of SCC’s web development only client projects had become unprofitable as contractual site requirements required significantly more customization programming than anticipated. As a result we recorded provisions for anticipated losses on contracts of $5.3 million and recorded charges of $6.5 million for deferred project costs that we no longer anticipate to recover over the period of customer relationship. Finally, we recorded provisions for uncollectable receivables of $1.7 million principally from two clients that ceased operations after the 2014 holiday season. | |||||||||||||||||||||||||
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 twelve years for customer relationships, three years for customer lists and seven years for the domain name and are valued as follows (in thousands): | |||||||||||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||||||||||
Gross carrying | Accumulated | Gross carrying | Accumulated | ||||||||||||||||||||||
amount | amortization | Net | amount | amortization | Net | ||||||||||||||||||||
Developed technology | $ | 4,832 | $ | (2,595 | ) | $ | 2,237 | $ | 4,170 | $ | (1,483 | ) | $ | 2,687 | |||||||||||
Customer relationships | 34,590 | (4,290 | ) | 30,300 | 14,490 | (1,485 | ) | 13,005 | |||||||||||||||||
Domain name | 135 | (38 | ) | 97 | 135 | (19 | ) | 116 | |||||||||||||||||
Internal-use software | 7,048 | (475 | ) | 6,573 | 244 | (46 | ) | 198 | |||||||||||||||||
Tradename | 522 | (174 | ) | 348 | - | - | - | ||||||||||||||||||
Trademarks (not amortized) | 2,800 | - | 2,800 | 3,590 | - | 3,590 | |||||||||||||||||||
$ | 49,265 | $ | (6,910 | ) | $ | 42,355 | $ | 22,629 | $ | (3,033 | ) | $ | 19,596 | ||||||||||||
Aggregate amortization expense for the years ended March 31, 2015, 2014 and 2013 was $4.5 million, $2.4 million and $0.7 million, respectively. The following is a schedule of estimated future amortization expense (in thousands): | |||||||||||||||||||||||||
2016 | $ | 7,066 | |||||||||||||||||||||||
2017 | 5,919 | ||||||||||||||||||||||||
2018 | 4,916 | ||||||||||||||||||||||||
2019 | 4,271 | ||||||||||||||||||||||||
2020 | 3,491 | ||||||||||||||||||||||||
Thereafter | 13,892 | ||||||||||||||||||||||||
Total | $ | 39,555 | |||||||||||||||||||||||
Debt issuance costs | |||||||||||||||||||||||||
Debt issuance costs are included in “Other Assets” and are amortized over the life of the related debt. Debt issuance costs consisted of the following (in thousands): | |||||||||||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||||||||||
Debt issuance costs | $ | 1,264 | $ | 2,771 | |||||||||||||||||||||
Less: accumulated amortization | (84 | ) | (1,848 | ) | |||||||||||||||||||||
Debt issuance costs, net | $ | 1,180 | $ | 923 | |||||||||||||||||||||
Amortization expense was $393,000, $323,000 and $199,000 for the years ended March 31, 2015, 2014 and 2012, respectively and was included in interest expense. During fiscal 2015 and 2014, the Company incurred $4.4 million and $35,000, respectively of debt issuance costs related to amendments to the Company’s Credit Facility. During fiscal 2015, the Company wrote off $3.8 million related to early extinguishment of debt. |
Note_7_Prepaid_Expenses
Note 7 - Prepaid Expenses | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Prepaid Expenses Disclosure [Text Block] | Note 7 Prepaid Expenses | ||||||||
Prepaid expenses consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Prepaid maintenance and licenses | $ | 876 | $ | 450 | |||||
Prepaid insurance | 249 | 166 | |||||||
Other prepaid expenses | 508 | 384 | |||||||
Total prepaid expenses | $ | 1,633 | $ | 1,000 |
Note_8_Property_and_Equipment
Note 8 - Property and Equipment | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 8 Property and Equipment | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Furniture and fixtures | $ | 638 | $ | 27 | |||||
Building | 1,700 | - | |||||||
Computer and office equipment | 10,367 | 5,561 | |||||||
Warehouse equipment | 15,338 | 10,464 | |||||||
Leasehold improvements | 2,100 | 826 | |||||||
Construction in progress | 1,645 | 2,851 | |||||||
Total | 31,788 | 19,729 | |||||||
Less: accumulated depreciation and amortization | (8,716 | ) | (4,320 | ) | |||||
Net property and equipment | $ | 23,072 | $ | 15,409 | |||||
Depreciation and amortization expense was $4.4 million, $3.3 million and $1.0 million for the years ended March 31, 2015, 2014 and 2013, respectively. | |||||||||
Net long-lived assets held were $22.8 million and $14.6 million in the United States, and $279,000 and $391,000 in Mexico at March 31, 2015 and 2014, respectively. |
Note_9_Other_Longterm_Assets_A
Note 9 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 9 Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities | ||||||||
Other long-term assets consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Debt issuance costs, net | $ | 1,180 | $ | 923 | |||||
Deferred costs | 6,672 | 3,757 | |||||||
Note receivable | 1,459 | - | |||||||
Other | 2,957 | 1,234 | |||||||
Total other long-term assets | $ | 12,268 | $ | 5,914 | |||||
Accrued expenses consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Compensation and benefits | $ | 2,336 | $ | 1,135 | |||||
Accrued interest | - | 158 | |||||||
Warrant | 261 | - | |||||||
Earn out obligation | 4,480 | - | |||||||
Other | 2,785 | 437 | |||||||
Total accrued expenses | $ | 9,862 | $ | 1,730 | |||||
Other current liabilities consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Deferred revenue | $ | 3,697 | $ | 3,007 | |||||
Tax payable | 39 | 733 | |||||||
Lease obligations | 1,071 | 539 | |||||||
Line of credit for inventory purchases | 1,443 | - | |||||||
Provision of customer losses | 3,612 | - | |||||||
Total other current liabilities | $ | 9,862 | $ | 4,279 | |||||
Other long-term liabilities consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Deferred rent | $ | 7,748 | $ | 1,390 | |||||
Deferred revenue | 4,424 | 563 | |||||||
Lease obligations | 537 | 85 | |||||||
Other | 912 | 34 | |||||||
Provision of customer losses | 1,969 | - | |||||||
Total other long-term liabilities | $ | 15,590 | $ | 2,072 |
Note_10_Commitments_and_Contin
Note 10 - Commitments and Contingencies | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes to Financial Statements | |||||
Commitments and Contingencies Disclosure [Text Block] | Note 10 Commitments and Contingencies | ||||
Leases | |||||
The Company leases its facilities and a portion of its office and warehouse equipment. The terms of the lease agreements generally range from 3 to 15 years, with certain leases containing options to extend the leases up to an additional 10 years. The Company does not believe that exercise of the renewal options are reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term to be the lease term. The leases require payment of real estate taxes and operating costs in addition to base rent. Total base rent expense including discontinued operations was $5.9 million, $5.4 million and $2.8 million for the years ended March 31, 2015, 2014 and 2013, respectively. Lease terms vary, but generally provide for fixed and escalating rentals which range from an additional $0.06 per square foot to a 3% annual increase over the life of the lease. | |||||
The following is a schedule of future minimum rental payments required under noncancelable operating leases as of March 31, 2015 (in thousands): | |||||
2016 | $ | 6,647 | |||
2017 | 6,787 | ||||
2019 | 5,499 | ||||
2019 | 4,596 | ||||
2020 | 3,075 | ||||
Thereafter | 12,614 | ||||
Total | $ | 39,218 | |||
Guarantee | |||||
On May 29, 2007, FUNimation entered into an office lease in Flower Mound, Texas. In order to obtain the lease, the Company, as the parent of the FUNimation subsidiary at that time, guaranteed the full and prompt payment of the lease obligations and as of March 31, 2011, the Company continued to be the guarantor. On April 14, 2011, the Company entered into an agreement to be released from the office lease guarantee 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, if the full and prompt payment of the lease is not completed by FUNimation. There was no indication that FUNimation would not be able to pay the required future lease payments totaling $1.6 million and $2.3 million at March 31, 2015 and 2014, respectively. Therefore, at March 31, 2015 and 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. | |||||
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 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 March 31, 2015 and 2014, respectively as not probable or estimable. |
Note_11_Capital_Leases
Note 11 - Capital Leases | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 11 Capital Leases | ||||||||
The Company leases certain equipment under noncancelable capital leases. At March 31, 2015 and 2014, leased capital assets included in property and equipment were as follows (in thousands): | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Computer and office equipment | $ | 2,279 | $ | 234 | |||||
Less: accumulated amortization | (352 | ) | (85 | ) | |||||
Net property and equipment | $ | 1,927 | $ | 149 | |||||
Amortization expense for the years ended March 31, 2015, 2014 and 2013 was $295,000, $69,000 and $82,000, respectively. Future minimum lease payments, excluding additional costs such as insurance and maintenance expense payable by the Company under these agreements, by year and in the aggregate are as follows (in thousands): | |||||||||
Minimum Lease | |||||||||
Commitments | |||||||||
Year ending March 31: | |||||||||
2016 | $ | 1,089 | |||||||
2017 | 452 | ||||||||
2018 | 109 | ||||||||
2019 | - | ||||||||
Total minimum lease payments | $ | 1,650 | |||||||
Less: amounts representing interest at rates ranging from 5.0% to 8.49% | (192 | ) | |||||||
Present value of minimum capital lease payments, reflected in the balance sheet as current and noncurrent capital lease obligations of $921 and $537, respectively. | $ | 1,458 |
Note_12_Bank_Financing_and_Deb
Note 12 - Bank Financing and Debt | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 12 Bank Financing and Debt |
Term Loan Credit Facility Opened in November 2014 | |
On November 21, 2014, the Company entered into a five-year, $100 million Amended and Restated Credit and Guaranty Agreement with various lenders and Garrison Loan Agency Services, LLC (“Garrison”) acting as the agent (the “Amended and Restated Credit Facility”). Upon the closing of the Amended and Restated Credit Facility, $100 million was funded to the Company, less certain fees and costs. The principal amount of the loans provided under the Amended and Restated Credit Facility are subject to repayment through an annual excess cash sweep and will be amortized at a rate of 2.5% annually through September 30, 2015, a rate of 3.0% annually through September 30, 2016, a rate of 3.5% annually through September 30, 2017, a rate of 5.0% annually through the remaining term of the credit facility. The remaining principal balance is due and payable by the Company on November 21, 2019. The Amended and Restated Credit Facility replaced in its entirety the Company’s existing credit facility dated on July 9, 2014. | |
The interest rate is roughly equal to the LIBOR rate, plus 7.5%, except upon an event of default. The LIBOR rate for all loans under the Amended and Restated Term Loan is subject to a minimum level of 1.0%. The interest rate on the Amended and Restated Credit Facility at March 31, 2015 was 8.50%. | |
The Amended and Restated Credit Facility contains customary affirmative and negative covenants. The financial covenants include a limitation on capital expenditures, a minimum EBITDA level, 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 and/or the other lenders under the Amended and Restated Credit Facility. This credit facility also contains customary events of default such as nonpayment, bankruptcy, and change in control, which if they occur may constitute an event of default. The Credit Facility is secured by a first priority security interest on substantially all of the Company’s assets. | |
On May 11, 2015, the Company entered into a Consent and Second Amendment to Amended and Restated Credit and Guaranty Agreement with Garrison. Pursuant to the Amendment, among other things, (i) permission to add back certain balance sheet write-offs to Adjusted EBITDA (as defined) for the calculation of financial covenants, (ii) subject to lender approval the ability to add back certain restructuring, transaction fees and expenses and one-time charges not exceed $2.5 million to the calculation of financial covenants, (iii) the interest rate on the facility increased to LIBOR +11%, with a 1% LIBOR floor, (iv) the Company will pay an amendment fee equal to 200 basis points, (v) the Company agreed to provide Garrison with certain additional forecasts and updates regarding the Company’s liquidity and financial condition, and (vi) the Company is required to maintain a minimum of $1 million of unrestricted cash at all times. At March 31, 2015 we were in compliance with all covenants of the agreement, as amended. | |
Inventory Facility | |
On November 21, 2014, the Company entered into a secured revolving credit agreement with a client in an aggregate principal amount not to exceed $3.5 million. The revolving credit agreement is secured by inventory ordered from approved suppliers and cash and receivables from the client’s customers, the interest rate charged was LIBOR plus 1.5%. At March 31, 2015 the facility had an outstanding balance of $1.4 million which is included in other current liabilities and an interest rate of 2.5%. | |
Previous Debt Facilities | |
On July 9, 2014, the Company entered into a five-year, $50 million term loan credit facility with Garrison. Upon the closing, $35 million was funded to the Company. Funds provided under the Amended and Restated Credit Facility were used to repay the Company’s Revolving Credit Facility. The Company recognized a loss of $3.0 million on early extinguishment of debt which related to loan costs previously capitalized. | |
The Company had a $55.0 million Revolving Credit Facility with Wells Fargo Capital Finance, LLC. 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 the early termination of this facility which related to loan costs previously capitalized. | |
Letters of Credit | |
On April 14, 2011, the Company was released from the FUNimation office 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, if the full and prompt payment of the lease is not completed by FUNimation. No claims have been made against this financial instrument. There was no indication that FUNimation would not be able to pay the required future lease payments totaling $1.6 million and $2.3 million at March 31, 2015 and 2014, respectively. Therefore, at March 31, 2015 and 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, this standby letter of credit expires on August 8, 2015. |
Note_13_Income_Taxes
Note 13 - Income Taxes | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Income Tax Disclosure [Text Block] | Note 13 Income Taxes | ||||||||||||
The income tax provision (benefit) from continuing operations is comprised of the following (in thousands): | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Loss before income taxes | |||||||||||||
United States | $ | (42,812 | ) | $ | (7,759 | ) | $ | (6,340 | ) | ||||
International | 180 | 180 | 117 | ||||||||||
$ | (42,632 | ) | $ | (7,579 | ) | $ | (6,223 | ) | |||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Current | |||||||||||||
Federal | $ | - | $ | 28 | $ | (112 | ) | ||||||
Foreign | 54 | 54 | 35 | ||||||||||
State | 109 | 91 | 110 | ||||||||||
Deferred | (20,925 | ) | (2,432 | ) | (1,233 | ) | |||||||
Valuation allowance | 20,975 | 2,549 | 12,899 | ||||||||||
Tax expense | $ | 213 | $ | 290 | $ | 11,699 | |||||||
A reconciliation of income tax expense (benefit) from continuing operations to the statutory federal rate is as follows: | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Expected federal income tax at statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal tax effect | - | - | 0.4 | ||||||||||
Valuation allowance | (21.7 | ) | (33.6 | ) | (207.1 | ) | |||||||
Permanent differences | (13.2 | ) | (0.4 | ) | (7.6 | ) | |||||||
Return to provision | 0.7 | (1.5 | ) | (6.1 | ) | ||||||||
Rate change | 0.2 | 0.2 | (0.1 | ) | |||||||||
Other | (0.5 | ) | (2.5 | ) | (1.4 | ) | |||||||
Effective tax rate (continuing operations) | (0.5 | )% | (3.8 | )% | (187.9 | )% | |||||||
The change in the effective tax rate from fiscal 2014 to fiscal 2015 is principally attributable to the fact that the pre-tax book loss was larger in fiscal 2015, which diluted the impact of any rate adjustment. The change in the effective tax rate from fiscal 2013 to fiscal 2014 is principally attributable to the fact that the Company recorded a full valuation allowance against its deferred tax assets, described below, in fiscal 2013. | |||||||||||||
For the year ended March 31, 2015 the Company recorded income tax expense from discontinued operations of $41,000. The effective tax rate applied to discontinued operations for the year ended March 31, 2015 was (0.3%). | |||||||||||||
Deferred income taxes reflect the available tax carryforwards and the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of March 31, 2015 and 2014 are as follows (in thousands): | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Deferred tax assets | |||||||||||||
Collectability reserves | $ | 369 | $ | 158 | |||||||||
Reserve for inventory write-off | - | 606 | |||||||||||
Reserve for sales discounts | - | 179 | |||||||||||
Accrued vacations | 55 | 41 | |||||||||||
Inventory — uniform capitalization | - | 273 | |||||||||||
Net operating loss carryforward | 56,940 | 37,743 | |||||||||||
Stock based compensation | 2,207 | 895 | |||||||||||
Other | 869 | 3,252 | |||||||||||
Total deferred tax assets | 60,440 | 43,147 | |||||||||||
Deferred tax liabilities | |||||||||||||
Book/tax depreciation | (1,074 | ) | (1,292 | ) | |||||||||
Book/tax intangibles amortization | (7,188 | ) | (3,672 | ) | |||||||||
Net deferred tax assets (liabilities) | 52,178 | 38,183 | |||||||||||
Valuation allowance | (53,451 | ) | (39,462 | ) | |||||||||
Total deferred tax asset (liability), net | $ | (1,273 | ) | $ | (1,279 | ) | |||||||
At March 31, 2015 and 2014, the Company had federal net operating loss carryforwards of $152.4 million and $100.8 million, respectively, which will begin to expire in 2029. The Company had foreign tax credit carryforwards of $444,000 and $413,000 at March 31, 2015 and 2014, which will begin to expire in 2016. | |||||||||||||
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 a result of the current market conditions and their impact on the Company’s future outlook, management has reviewed its deferred tax assets and concluded that the uncertainties related to the realization of some of its assets, have become unfavorable. As of March 31, 2015 and March 31, 2014, the Company had a net deferred tax asset position before valuation allowance of $52.2 million and $38.2 million, respectively, which is 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. The Company has considered the positive and negative evidence for the potential utilization of the net deferred tax assets and has concluded that it is more likely than not that the Company will not realize the full amount of net deferred tax assets. Additionally, there are certain deferred tax liabilities that have an indefinite reversal period, primarily related to trademarks and goodwill, which cannot be used to support the reversal of deferred tax assets. The Company recorded a valuation allowance of $53.5 million as of March 31, 2015 and $39.5 million as of March 31, 2014 against its net deferred tax assets that are in excess of the deferred tax liabilities. | |||||||||||||
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. | |||||||||||||
The Company recognizes interest accrued related to unrecognized income tax benefits (“UTB’s”) in the provision for income taxes. As of March 31, 2015, interest accrued was $212,000 and total UTB’s, net of deferred federal and state income tax benefits that would impact the effective tax rate, if recognized, were $592,000. During fiscal 2015, $140,000 of UTB’s were reversed. As of March 31, 2014, interest accrued was $182,000 and total UTB’s, net of deferred federal and state income tax benefits that would impact the effective tax rate, if recognized, were $555,000. | |||||||||||||
The Company’s U.S. federal income tax returns for tax years ending in 2012 and 2014 remain subject to examination by tax authorities. The Company’s Canadian income tax return for tax years ending in 2005 through 2014 remain subject to examination by tax authorities The Company files in numerous state jurisdictions with varying statutes of limitations. The Company does not anticipate that the total unrecognized tax benefits will significantly change prior to March 31, 2016. | |||||||||||||
The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Income taxes payable, beginning of period | $ | 1,124 | $ | 1,085 | |||||||||
Gross increases related to prior year tax positions | - | 139 | |||||||||||
Gross increases related to current year tax positions | 10 | 41 | |||||||||||
Decrease related to statute of limitations lapses | (140 | ) | (140 | ) | |||||||||
Income taxes payable, end of period | $ | 994 | $ | 1,125 |
Note_14_Shareholders_Equity
Note 14 - Shareholders' Equity | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 14 Shareholders’ Equity |
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, the Company 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 were be used to pay down indebtedness and for general corporate purposes. The conversion feature for the Series C Preferred Stock was accounted for as a beneficial conversion feature, which had fair value of $3.5 million at issuance. The beneficial conversion feature was accounted from common shareholder equity to preferred stock over a period of six months from issuance and was fully amortized by March 31, 2015. | |
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”). On December 31, 2014, the Company issued 59,158 additional shares of Series C Preferred Stock as dividend in accordance with the terms of Section 2 of the Certificate of Designation of Series C Preferred Stock dated June 2, 2014. | |
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 $221,000 at March 31, 2015. Changes in fair value are included in other non-operating income in the statement of operations. | |
On March 16, 2015, the Company entered into an agreement to which it exchanged an aggregate of 344,001.10 shares of Series D Preferred Stock for all the outstanding shares of the Company’s Series C Convertible Preferred Stock held by the original institutional holders. The effect was to restructure the terms of its outstanding Series C Convertible Preferred Stock to lower the annual dividend rate from 7% to 5%, reduce the conversion price at which shares will convert into the Company’s common stock from $3.00 to $1.50, reduce the price at which the Company has the right to force the conversion of the preferred stock from $5.00 to $2.50 and limit the voting rights of the holders in compliance with NASDAQ rules. The restructuring was affected by exchanging one share of a newly established Series D Convertible Preferred Stock has a stated value of $30 per share, for each ten shares of outstanding Series C Preferred Stock, which has a stated value of $3 per share, plus accrued dividends. In the exchange, the Company issued a total of 344,001.10 shares of Series D Preferred Stock. In connection with the issuance of the Series D Preferred Stock, the Company entered into a registration rights agreement with the holder. | |
The Series D Preferred Stock will accrue dividends at an annual rate of 5% payable in additional shares of Series D Preferred Stock or in cash, at the Company’s option, and is convertible at any time after the exchange into common stock of the Company at a conversion price of $1.50 per share (subject to adjustment). The Company has the right to force the conversion of the Series D Preferred Stock in the event that the Company’s common stock trades above $2.50 per share (subject to adjustment) for 28 trading days in a 30 consecutive trading day period provided that the conversion shares are registered pursuant to an effective registration statement available for resales and certain other conditions are met. The Company also has the right to call the outstanding Series D Preferred Stock at a redemption price per share equal to 110% of the stated value per share of the Series D Preferred Stock, plus accrued and unpaid dividends thereon, provided that the conversion shares are registered pursuant to an effective registration statement available for resales and certain other conditions are met. (See Note 18 Subsequent events) | |
In October 2013, the Company issued 8,000,000 shares of its common stock at a price of $3.00 per share in public offering. Net proceeds to the Company after underwriting discounts and commissions and offering expenses were approximately $21.8 million. |
Note_15_ShareBased_Compensatio
Note 15 - Share-Based Compensation | 12 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Notes to Financial Statements | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 15 Share-Based Compensation | |||||||||||||||
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. | ||||||||||||||||
Equity Compensation Plans | ||||||||||||||||
The Company currently grants stock options, restricted stock and restricted stock units under an equity compensation plan. The Company adopted the 2014 Stock Plan to attract and retain eligible persons to perform services for the Company. Eligible recipients include all employees, without limitation, officers and directors who are also employees as well as non-employee directors, consultants and independent contractors or employees of any of the Company’s subsidiaries. A maximum number of 6 million shares of common stock have been authorized and reserved for issuance under the 2014 Stock Plan. The number of shares authorized may also be increased from time to time by approval of the Board of Directors and the shareholders. | ||||||||||||||||
The Company is authorized to grant, among other equity instruments, stock options and restricted stock under the 2014 Stock Plan. Stock options have a maximum term fixed by the Compensation Committee of the Board of Directors, not to exceed 10 years from the date of grant. Stock options become exercisable during their terms in the manner determined by the Compensation Committee of the Board of Directors. Vesting for performance-based stock awards is subject to the performance criteria being achieved. | ||||||||||||||||
Restricted stock awards are non-vested stock awards that may include grants of restricted stock or restricted stock units. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. Such awards vest as determined by the Compensation Committee of the Board of Directors, depending on the grant. Prior to vesting, ownership of the shares cannot be transferred. The Company expenses the cost of the restricted stock awards, which is the grant date fair value, ratably over the period during which the restrictions lapse. The grant date fair value is based on the Company’s opening stock price on the date of grant. | ||||||||||||||||
In August 2014, the Compensation Committee approved changes to our director grants for fiscal year 2015. As a result of these changes, non-employee directors already serving as directors on April 1 of each year starting in 2015 will be granted a Nonqualified Stock Option to purchase 12,000 shares of common stock at an exercise price equal to the fair market value of the stock on that date and will also be granted 8,000 restricted stock units, each of which will vest in increments of 33 1/3% of the original option or restricted stock unit grant beginning one year from the date of the grant and shall expire on the earlier of (i) ten years from the grant date, or (ii) one year after the person ceases to serve as a director. Previously, in fiscal year 2014, each newly appointed or elected non-employee director would receive at the beginning of his/her initial term, 50,000 non-qualified stock options and thereafter on April 1 of each year that a person remained a director, he/she would receive 12,000 non-qualified stock options. Each option would vest in increments of 33 1/3% of the original Option grant beginning one year from the date of the grant and shall expire on the earlier of (i) ten years from the grant date, or (ii) one year after the person ceases to serve as a director. | ||||||||||||||||
The Company is entitled to (a) withhold and deduct from future wages of the participant (or from other amounts that may be due and owing to the participant from the Company), or (b) make other arrangements for the collection of all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements (i) attributable to the grant or exercise of an option or a restricted stock award or to a disqualifying disposition of stock received upon exercise of an incentive stock option, or (ii) otherwise incurred with respect to an option or a restricted stock award, or (iii) require the participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an option or a restricted stock award. | ||||||||||||||||
Stock Options | ||||||||||||||||
A summary of the Company’s stock option activity as of March 31, 2015 as follows: | ||||||||||||||||
Year ended | ||||||||||||||||
31-Mar-15 | ||||||||||||||||
Number of options | Weighted average exercise price | |||||||||||||||
Options outstanding, beginning of period | 3,159,739 | $ | 2.28 | |||||||||||||
Granted | 1,996,167 | 2.54 | ||||||||||||||
Exercised | (519,605 | ) | 1.83 | |||||||||||||
Forfeited or expired | (544,575 | ) | 3.31 | |||||||||||||
Options outstanding, end of period | 4,091,726 | $ | 2.34 | |||||||||||||
Options exercisable, end of period | 1,708,517 | $ | 2.02 | |||||||||||||
Shares available for future grant, end of period | 3,735,000 | |||||||||||||||
The weighted average fair value of options granted during the year ended March 31, 2015, 2014 and 2013 was $2.1 million, $1.6 million and $1.3 million, respectively, and the total fair value of options exercisable was $2.0 million at March 31, 2015. The weighted average remaining contractual term for options outstanding was 8.0 years and for options exercisable was 6.5 years at March 31, 2015. | ||||||||||||||||
The aggregate intrinsic value represents the total pretax intrinsic value, based on the Company’s closing stock price of $0.64 as of March 31, 2015, which theoretically could have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of stock options exercised during the years ended March 31, 2015, 2014 and 2013 was $563,000, $440,000 and $82,000, respectively. The aggregate intrinsic value for options outstanding was $2,000 and for options exercisable was $2,000 at March 31, 2015. The aggregate intrinsic value for options outstanding was $4.4 million and for options exercisable was $2.4 million at March 31, 2014. The aggregate intrinsic value for options outstanding was $1.4 million and for options exercisable was $399,000 at March 31, 2013. | ||||||||||||||||
As of March 31, 2015, total compensation cost related to non-vested stock options not yet recognized was $1.8 million, which is expected to be recognized over the next 2.0 years on a weighted-average basis. | ||||||||||||||||
During the years ended March 31, 2015, 2014 and 2013, the Company received cash from the exercise of stock options totaling $686,000, $338,000 and $90,000, respectively. There was no excess tax benefit recorded for the tax deductions related to stock options during either the years ended March 31, 2015, 2014 or 2013. | ||||||||||||||||
Restricted Stock | ||||||||||||||||
Restricted stock granted to employees typically has a vesting period of three years and expense is recognized on a straight-line basis over the vesting period, or when the performance criteria have been met. The value of the restricted stock is established based on the market price on the date of the grant or if based on performance criteria, on the date it is determined the performance criteria will be met. Restricted stock awards vesting is based on service criteria or achievement of performance targets. All restricted stock awards are settled in shares of common stock. | ||||||||||||||||
A summary of the Company’s restricted stock activity as of March 31, 2015 as follows: | ||||||||||||||||
Year ended | ||||||||||||||||
31-Mar-15 | ||||||||||||||||
Shares | Weighted average grant date fair value | |||||||||||||||
Unvested, beginning of period | 701,969 | $ | 2.72 | |||||||||||||
Granted | 2,132,807 | 2.59 | ||||||||||||||
Vested | (395,607 | ) | 2.45 | |||||||||||||
Forfeited | (167,466 | ) | 3.04 | |||||||||||||
Unvested, end of period | 2,271,703 | $ | 2.69 | |||||||||||||
The total fair value of restricted stock awards granted during the year ended March 31, 2015 was $2.6 million. | ||||||||||||||||
The total fair value of restricted stock awards vested during the years ended March 31, 2015, 2014 and 2013 was approximately $782,000, $340,000 and $240,000, respectively. | ||||||||||||||||
As of March 31, 2015, total compensation cost related to non-vested restricted stock awards not yet recognized was $1.3 million which is expected to be recognized over the next 2.1 years on a weighted-average basis. There was no excess tax benefit recorded for the tax deductions related to restricted stock during the years ended March 31, 2015, 2014 or 2013. | ||||||||||||||||
Share-Based Compensation Valuation and Expense Information | ||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an option award. The fair value of options granted during the years ended March 31, 2015, 2014 and 2013 were calculated using the following assumptions: | ||||||||||||||||
Year | Year | Year | ||||||||||||||
Ended | Ended | Ended | ||||||||||||||
March 31, | March 31, | March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||
Expected life (in years) | 4.4 | - | 4.6 | 5 | 5 | - | 6.5 | |||||||||
Expected volatility | 45.9 | - | 56.70% | 60.8 | - | 65.40% | 64.3 | - | 70.10% | |||||||
Risk-free interest rate | 1.35 | - | 1.49% | 0.76 | - | 1.55% | 0.62 | - | 1.25% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||||
Expected life uses historical employee exercise and option expiration data to estimate the expected life assumption for the Black-Scholes grant-date valuation. The Company believes this historical data is currently the best estimate of the expected term of a new option. The Company uses a weighted-average expected life for all awards and has identified one employee population. Expected volatility uses the Company’s stock historical volatility for the same period of time as the expected life. The Company has no reason to believe that its future volatility will differ from the past. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant for the same period of time as the expected life. Expected dividend yield is zero, as the Company historically has not paid dividends. The Company used a forfeiture rate of 17.86%, 4.63% and 4.63% during for the years ended March 31, 2015, 2014 and 2013. | ||||||||||||||||
Share-based compensation expense related to employee stock options, restricted stock and restricted stock units, net of estimated forfeitures for the years ended March 31, 2015, 2014 and 2013 was $1.8 million, $1.0 million and $793,000, respectively. These amounts are included in general and administrative expenses in the | ||||||||||||||||
Consolidated Statements of Operations | ||||||||||||||||
. No amount of share-based compensation was capitalized. | ||||||||||||||||
Share-based compensation expense related to employee stock options, restricted stock and restricted stock units, net of estimated forfeitures reclassified as discontinued operations were $588,000, $284,000 and $190,000 for the years ended March 31, 2015, 2014 and 2013 was, respectively. |
Note_16_Major_Customers_and_Ve
Note 16 - Major Customers and Vendors | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | Note 16 Major Customers and Vendors |
The Company has a major customer who accounted for 18.7% of consolidated net revenue from continuing operations for fiscal 2015 and accounts receivable from this customers totaled $1.9 million. The Company had two major customers who accounted for 36.2% of consolidated net revenue from continuing operations for fiscal 2014 and accounts receivable from these two customers totaled $3.6 million at March 31, 2014. | |
The Company had two major vendors who accounted for approximately $32.1 million and $34.8 million of net purchases in fiscal year 2015 and 2014, respectively. |
Note_17_Quarterly_Data_Seasona
Note 17 - Quarterly Data - Seasonality (Unaudited) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Quarterly Financial Information [Text Block] | Note 17 Quarterly Data — Seasonality (Unaudited) | ||||||||||||||||
The Company’s quarterly operating results fluctuate significantly and will likely do so in the future as a result of seasonal variations of our clients’ products ultimately sold at retail. The Company’s business is affected by the pattern of seasonality common to other suppliers of retailers, particularly the holiday selling season. Traditionally, the Company’s third quarter (October 1-December 31) has accounted for its largest quarterly revenue figures and a substantial portion of its earnings. The Company’s third quarter accounted for 31.9% and 30.4% of its net revenues for the years ended March 31, 2015 and 2014, respectively. | |||||||||||||||||
The following table sets forth certain unaudited quarterly historical financial data of the Company’s operations on a consolidated basis for each of the four quarters in the years ended March 31, 2015 and 2014 (in thousands, except per share amounts): | |||||||||||||||||
Quarter Ended | |||||||||||||||||
Fiscal Year 2015 | 30-Jun | 30-Sep | 31-Dec | 31-Mar | |||||||||||||
Net revenue | $ | 22,060 | $ | 23,067 | $ | 38,257 | $ | 36,624 | |||||||||
Operating loss | (2,704 | ) | (1,995 | ) | (2,537 | ) | (35,326 | ) | |||||||||
-1 | |||||||||||||||||
Net loss | (10,783 | ) | (1,519 | ) | (9,402 | ) | (34,322 | ) | |||||||||
Basic loss per common share | $ | (0.16 | ) | $ | (0.05 | ) | $ | (0.16 | ) | $ | (0.54 | ) | |||||
Diluted loss per common share | $ | (0.16 | ) | $ | (0.05 | ) | $ | (0.16 | ) | $ | (0.54 | ) | |||||
Quarter Ended | |||||||||||||||||
Fiscal Year 2014 | 30-Jun | 30-Sep | 31-Dec | 31-Mar | |||||||||||||
Net revenue | $ | 22,016 | $ | 28,562 | $ | 32,576 | $ | 23,925 | |||||||||
Operating income (loss) | (706 | ) | 967 | (2,503 | ) | (1,549 | ) | ||||||||||
Net income (loss) | (3,851 | ) | (2,722 | ) | (1,064 | ) | (18,929 | ) | |||||||||
Basic loss per common share | $ | (0.07 | ) | $ | (0.05 | ) | $ | (0.02 | ) | $ | (0.30 | ) | |||||
Diluted loss per common share | $ | (0.07 | ) | $ | (0.05 | ) | $ | (0.02 | ) | $ | (0.30 | ) | |||||
-1 | Operating loss included $18.8 million goodwill and tradename impairment in the fourth quarter of fiscal 2015. See footnote 6 Goodwill and Intangible Assets for further discussion. |
Note_18_Subsequent_Event
Note 18 - Subsequent Event | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 18 Subsequent Events |
NASDAQ Delisting Notice | |
On April 6, 2015, the Company received written notice from NASDAQ Stock Market LLC notifying the Company that it is not in compliance with the minimum bid price requirements for continued listing on The NASDAQ Global Market. NASDAQ requires listed securities to maintain a minimum bid price of $1.00 per share, and NASDAQ rules provide that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty consecutive business days. Based on the closing bid price of the Company’s common stock for the thirty consecutive business days prior to the date of the Notification Letter, the Company no longer meets the minimum bid price requirement. The Company has 180 calendar days, or until October 5, 2015, to regain compliance with NASDAQ listing requirements. To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. In the event that the Company does not regain compliance by October 5, 2015, the Company may be eligible for additional time to reach compliance with the minimum bid price requirement. | |
The Company is currently considering available options to resolve its compliance with the minimum bid price requirement and to regain compliance with NASDAQ’s listing requirements. However, there can be no assurance that the Company will be able to do so. | |
Stock and Warrant Offering | |
On April 16, 2015, the Company sold 13,035,713 shares of its common stock together with 0.597 of a Series A Warrant to purchase one share of common stock at an exercise price of $0.56 per share and 0.153 of a Series B Warrant to purchase one share of common stock at an exercise price of $0.56 per share. Each share of the Company’s common stock was sold with Series A Warrants that will convert up to an aggregate of 7,776,784 shares of common stock. The Series A Warrants are exercisable on the one-year anniversary of the date of issuance, subject to the Company’s right, exercisable within 90 days of the issuance date, to reduce the number of shares of its common stock available for exercise of the Series A Warrants to the extent needed to sell additional securities in a public or private offering for cash, and will expire on the fifth anniversary of the date they first become exercisable. The Series B Warrants will convert up to an aggregate of 2,000,000 shares of the Company’s common stock, are exercisable beginning on the later of (i) one year and one day from the date of issuance and (ii) the date the Company’s shareholders approve an increase in the number of our authorized shares of common stock in an amount sufficient to permit the exercise in full of the warrants, and will expire on the fifth anniversary of the date they first become exercisable. The Company does not have a sufficient number of authorized shares of our common stock to permit the exercise of the Series B Warrants. We are required to call a shareholders meeting within 135 days of closing to increase the number of shares of our common stock we are authorized to issue. A shareholders meeting is scheduled for June 30, 2015 to vote to authorize the increase in our authorized shares to issue. In the event that we are unable to effect an increase in our authorized shares of common stock by October 21, 2015, the investors will have certain rights to require us to repurchase the unexercisable portion of their Series B Warrants based on the Black Scholes value thereof as calculated pursuant to a formula contained in the Series A Warrants and the Series B Warrants. | |
As a result of the offering, the Series C warrants’ exercise price was reduced to $2.68 per common share and the conversion price of the Series D preferred stock was reduced to $1.19 per common share. | |
Amendment to Fifth Gear Acquisition Agreement | |
In April 2015, the purchase agreement was amended to increase the maximum number of common shares for the earn-out consideration from 7,000,000 shares to 8,400,000 shares in conjunction with the April 2015 equity offering. These shares are not presently reserved for issuance, and the earn-out amount will be determined by the Company on or before October 31, 2015. If such shares are not issued, cash held in escrow will be released, restrictive covenants lapse and indemnity limits will be reduced. | |
Credit Facility Amendment | |
On May 11, 2015, the Company entered into a Consent and Second Amendment to Amended and Restated Credit and Guaranty Agreement with Garrison. Pursuant to the Amendment, among other things, (i) permission to add back certain balance sheet write-offs to Adjusted EBITDA (as defined) for the calculation of financial covenants, (ii) subject to lender approval the ability to add back certain restructuring, transaction fees and expenses and one-time charges not exceed $2.5 million to the calculation of financial covenants, (iii) the interest rate on the facility increased to LIBOR +11%, with a 1% LIBOR floor, (iv) the Company will pay an amendment fee equal to 200 basis points, (v) the Company agreed to provide Garrison with certain additional forecasts and updates regarding the Company’s liquidity and financial condition fee due upon termination, and (vi) the Company is required to maintain a minimum of $1 million of unrestricted cash at all times. | |
Strategic Alternatives | |
In April 2015, we announced that our Board of Directors has initiated a process to explore and consider possible strategic alternatives for enhancing shareholder value. These alternatives could include, but are not limited to, a recapitalization or a sale or merger of the Company. The Board of Directors is overseeing this process and Stifel has been retained as financial and strategic advisor to the Company. |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Consolidation, Policy [Policy Text Block] | Basis of Consolidation | ||||||||||||
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. | |||||||||||||
Segment Reporting, Policy [Policy Text Block] | Segment Reporting | ||||||||||||
The Company reports as a single reportable segment based on the nature of the Company’s services, the type of customers and business processes and the economic similarity of the Fifth Gear and Speed Commerce Corporation (“SCC”) operating segments. | |||||||||||||
Fiscal Period, Policy [Policy Text Block] | Fiscal Year | ||||||||||||
References in these footnotes to fiscal 2015, 2014 and 2013 represent the twelve months ended March 31, 2015, March 31, 2014 and March 31, 2013, respectively. | |||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||||||||||
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, the recoverability of initial project costs, accruals for certain contracts estimated to be in a loss position and the adequacy of certain accrued liabilities and reserves. Actual results could differ from these estimates. | |||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value | ||||||||||||
Fair value is determined utilizing a hierarchy of valuation techniques. The three levels of the fair value hierarchy are as follows: | |||||||||||||
? | 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 | ||||||||||||
Financial instruments consist primarily of cash and cash equivalents, receivables, payables and debt instruments. The carrying value of the Company’s financial assets and liabilities approximates fair value at March 31, 2015 and March 31, 2014. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents (Level 1). | |||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||
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. | |||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||||||||||||
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. | |||||||||||||
Receivables, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||
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. 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. | |||||||||||||
Inventory, Policy [Policy Text Block] | Inventory | ||||||||||||
Inventories are stated at the lower of cost or market with cost determined on the first-in, first-out (FIFO) method. The Company monitors its inventory to ensure that it properly identifies, on a timely basis, inventory items that are slow-moving and non-returnable. | |||||||||||||
Deferred Charges, Policy [Policy Text Block] | Deferred Costs | ||||||||||||
Upfront project development revenues and costs related to contract services, such as web site implementation and migration are deferred until the site launched. Deferred revenues and costs are amortized over the expected life of the customer relationship. Changes in project requirements or scope, estimated life of customer relationship or project profitability may result in revisions in the timing and/or recoverability of deferred project costs. The effects of such revisions are recognized in the period that the revisions are determined. Estimated losses on projects are recognized when it is first determined that upfront costs cannot be recovered over the expected life of the customer relationship. The Company makes key judgments in areas such as the customer life, estimated project revenues and costs, and costs to complete sites that are not launched at the end of the reporting period. Any deviations from estimates could have a significant positive or negative impact on the results of operations. | |||||||||||||
The Company may incur costs subject to statements of work or similar change requests, whether approved or unapproved by the customer. The Company determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. For change requests associated with initial development requirements, the anticipated revenues and costs are deferred and amortized over the life of the customer relationship. For change requests for active sites that were not part of the initial development requirements, costs are recognized as incurred. | |||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | ||||||||||||
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: | |||||||||||||
Asset | Life in Years | ||||||||||||
Furniture and fixtures | 7 | ||||||||||||
Office equipment | 10 | ||||||||||||
Computer equipment | 3 | - | 6 | ||||||||||
Warehouse equipment | 5 | - | 10 | ||||||||||
Leasehold improvements | 1 | - | 10 | ||||||||||
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 | ||||||||||||
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 | ||||||||||||
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. The Company evaluates 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 | ||||||||||||
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 one to twelve 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. Definite-lived intangible assets are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Indefinite-lived intangibles, such as trademarks, are evaluated for impairment annually. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated fair value of the asset. | |||||||||||||
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. | |||||||||||||
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping Costs | ||||||||||||
Shipping costs incurred by the e-commerce and fulfillments services related to providing logistical services are classified in cost of sales. | |||||||||||||
Lease, Policy [Policy Text Block] | Operating Leases | ||||||||||||
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. | |||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||||||||||
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. | |||||||||||||
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. | |||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||||||||||
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] | |||||||||||||
Loss Per Share | |||||||||||||
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): | |||||||||||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Numerator: | |||||||||||||
Net loss from continuing operations | $ | (42,845 | ) | $ | (7,869 | ) | $ | (17,922 | ) | ||||
Dividend for convertible preferred stock, Series D dividends | (30 | ) | - | - | |||||||||
Accretion of convertible preferred stock, Series C | (3,533 | ) | - | - | |||||||||
Income (loss) from discontinued operations, net of tax | (13,181 | ) | (18,697 | ) | 6,125 | ||||||||
Net loss to common stockholders | $ | (59,589 | ) | $ | (26,566 | ) | $ | (11,797 | ) | ||||
Denominator: | |||||||||||||
Denominator for basic loss per share — weighted average shares | 65,672 | 60,775 | 43,529 | ||||||||||
Denominator for diluted loss per share — weighted-average shares | 65,672 | 60,775 | 43,529 | ||||||||||
Basic earnings (loss) per common share | |||||||||||||
Continuing operations | $ | (0.71 | ) | $ | (0.13 | ) | $ | (0.41 | ) | ||||
Discontinued operations | (0.20 | ) | (0.31 | ) | 0.14 | ||||||||
Net loss | $ | (0.91 | ) | $ | (0.44 | ) | $ | (0.27 | ) | ||||
Diluted earnings (loss) per common share | |||||||||||||
Continuing operations | $ | (0.71 | ) | $ | (0.13 | ) | $ | (0.41 | ) | ||||
Discontinued operations | (0.20 | ) | (0.31 | ) | 0.14 | ||||||||
Net loss | $ | (0.91 | ) | $ | (0.44 | ) | $ | (0.27 | ) | ||||
Due to the Company’s net loss for the years ended March 31, 2015 and 2014, diluted loss per share from continuing operations excludes 2.9 million and 1.8 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 | ||||||||||||
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 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 $11.2 million of related expenses during the fiscal 2014. | |||||||||||||
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 June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 requires that a performance target which affects vesting and which could be achieved after the requisite service period be treated as a performance condition. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |||||||||||||
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. | |||||||||||||
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 require the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual and interim periods beginning on or after December 15, 2015. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||||||||||
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. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes Tables | |||||||||||||
Property, Plant, and, Equipment, Useful Lives [Table Text Block] | Asset | Life in Years | |||||||||||
Furniture and fixtures | 7 | ||||||||||||
Office equipment | 10 | ||||||||||||
Computer equipment | 3 | - | 6 | ||||||||||
Warehouse equipment | 5 | - | 10 | ||||||||||
Leasehold improvements | 1 | - | 10 | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Years ended March 31, | ||||||||||||
2015 | 2014 | 2013 | |||||||||||
Numerator: | |||||||||||||
Net loss from continuing operations | $ | (42,845 | ) | $ | (7,869 | ) | $ | (17,922 | ) | ||||
Dividend for convertible preferred stock, Series D dividends | (30 | ) | - | - | |||||||||
Accretion of convertible preferred stock, Series C | (3,533 | ) | - | - | |||||||||
Income (loss) from discontinued operations, net of tax | (13,181 | ) | (18,697 | ) | 6,125 | ||||||||
Net loss to common stockholders | $ | (59,589 | ) | $ | (26,566 | ) | $ | (11,797 | ) | ||||
Denominator: | |||||||||||||
Denominator for basic loss per share — weighted average shares | 65,672 | 60,775 | 43,529 | ||||||||||
Denominator for diluted loss per share — weighted-average shares | 65,672 | 60,775 | 43,529 | ||||||||||
Basic earnings (loss) per common share | |||||||||||||
Continuing operations | $ | (0.71 | ) | $ | (0.13 | ) | $ | (0.41 | ) | ||||
Discontinued operations | (0.20 | ) | (0.31 | ) | 0.14 | ||||||||
Net loss | $ | (0.91 | ) | $ | (0.44 | ) | $ | (0.27 | ) | ||||
Diluted earnings (loss) per common share | |||||||||||||
Continuing operations | $ | (0.71 | ) | $ | (0.13 | ) | $ | (0.41 | ) | ||||
Discontinued operations | (0.20 | ) | (0.31 | ) | 0.14 | ||||||||
Net loss | $ | (0.91 | ) | $ | (0.44 | ) | $ | (0.27 | ) |
Note_3_Acquisition_Tables
Note 3 - Acquisition (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Tables | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Consideration: | ||||||||
Cash, net of cash acquired | $ | 54,314 | |||||||
Earn out obligation | 10,441 | ||||||||
Fair value of total consideration transferred | $ | 64,755 | |||||||
The Fifth Gear purchase price was allocated as follows: | |||||||||
Accounts receivable | $ | 5,175 | |||||||
Inventory | 1,190 | ||||||||
Prepaid expenses and other assets | 733 | ||||||||
Property and equipment | 5,611 | ||||||||
Purchased intangibles: | |||||||||
Developed product technologies | 3,070 | ||||||||
Customer relationships | 20,100 | ||||||||
Tradenames | 522 | ||||||||
Goodwill | 32,311 | ||||||||
Accounts payable | (1,513 | ) | |||||||
Accrued expenses and other liabilities | (2,444 | ) | |||||||
$ | 64,755 | ||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Years ended March 31, | ||||||||
2015 | 2014 | ||||||||
Net sales | $ | 155,230 | $ | 160,639 | |||||
Loss from continuing operations | (44,429 | ) | (13,079 | ) | |||||
Net loss | $ | (57,855 | ) | $ | (32,066 | ) | |||
Loss per common share: | |||||||||
Basic | $ | (0.88 | ) | $ | (0.69 | ) | |||
Diluted | $ | (0.88 | ) | $ | (0.69 | ) |
Note_4_Discontinued_Operations1
Note 4 - Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes Tables | |||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Years ended March 31, | ||||||||||||
2015 | 2014 | 2013 | |||||||||||
Net revenue | $ | 71,743 | $ | 391,237 | $ | 430,795 | |||||||
Cost of revenue | 70,711 | 359,554 | 388,501 | ||||||||||
Total operating expenses | 16,375 | 50,353 | 36,032 | ||||||||||
Pre-tax income (loss) from discontinued operations | (15,343 | ) | (18,670 | ) | 6,262 | ||||||||
Gain (loss) on sale of discontinued operations | 2,203 | - | - | ||||||||||
Income tax benefit (expense) | (41 | ) | (27 | ) | (137 | ) | |||||||
Income (loss) from discontinued operations, net of tax | $ | (13,181 | ) | $ | (18,697 | ) | $ | 6,125 |
Note_5_Supplemental_Cash_Flow_1
Note 5 - Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes Tables | |||||||||||||
Cash Flow, Operating Capital [Table Text Block] | 31-Mar-15 | 31-Mar-14 | 31-Mar-13 | ||||||||||
Accounts receivable | $ | 5,017 | $ | (3,628 | ) | $ | (297 | ) | |||||
Inventories | (497 | ) | - | - | |||||||||
Prepaid expenses | (435 | ) | (391 | ) | 643 | ||||||||
Income taxes receivable | - | - | 13 | ||||||||||
Other assets | (12,669 | ) | (5,459 | ) | (1,298 | ) | |||||||
Accounts payable | 2,533 | 1,549 | 2,641 | ||||||||||
Accrued expenses and other liabilities | 19,249 | 4,583 | (7,126 | ) | |||||||||
Changes in operating assets and liabilities, net of acquisition | $ | 13,198 | $ | (3,346 | ) | $ | (5,424 | ) |
Note_6_Goodwill_and_Intangible1
Note 6 - Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||||||||||||||||||
Gross carrying | Accumulated | Gross carrying | Accumulated | ||||||||||||||||||||||
amount | amortization | Net | amount | amortization | Net | ||||||||||||||||||||
Developed technology | $ | 4,832 | $ | (2,595 | ) | $ | 2,237 | $ | 4,170 | $ | (1,483 | ) | $ | 2,687 | |||||||||||
Customer relationships | 34,590 | (4,290 | ) | 30,300 | 14,490 | (1,485 | ) | 13,005 | |||||||||||||||||
Domain name | 135 | (38 | ) | 97 | 135 | (19 | ) | 116 | |||||||||||||||||
Internal-use software | 7,048 | (475 | ) | 6,573 | 244 | (46 | ) | 198 | |||||||||||||||||
Tradename | 522 | (174 | ) | 348 | - | - | - | ||||||||||||||||||
Trademarks (not amortized) | 2,800 | - | 2,800 | 3,590 | - | 3,590 | |||||||||||||||||||
$ | 49,265 | $ | (6,910 | ) | $ | 42,355 | $ | 22,629 | $ | (3,033 | ) | $ | 19,596 | ||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2016 | $ | 7,066 | ||||||||||||||||||||||
2017 | 5,919 | ||||||||||||||||||||||||
2018 | 4,916 | ||||||||||||||||||||||||
2019 | 4,271 | ||||||||||||||||||||||||
2020 | 3,491 | ||||||||||||||||||||||||
Thereafter | 13,892 | ||||||||||||||||||||||||
Total | $ | 39,555 | |||||||||||||||||||||||
Schedule of Other Assets [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||||||||||||||||||
Debt issuance costs | $ | 1,264 | $ | 2,771 | |||||||||||||||||||||
Less: accumulated amortization | (84 | ) | (1,848 | ) | |||||||||||||||||||||
Debt issuance costs, net | $ | 1,180 | $ | 923 |
Note_7_Prepaid_Expenses_Tables
Note 7 - Prepaid Expenses (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Tables | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||
Prepaid maintenance and licenses | $ | 876 | $ | 450 | |||||
Prepaid insurance | 249 | 166 | |||||||
Other prepaid expenses | 508 | 384 | |||||||
Total prepaid expenses | $ | 1,633 | $ | 1,000 |
Note_8_Property_and_Equipment_
Note 8 - Property and Equipment (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Tables | |||||||||
Property, Plant and Equipment [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||
Furniture and fixtures | $ | 638 | $ | 27 | |||||
Building | 1,700 | - | |||||||
Computer and office equipment | 10,367 | 5,561 | |||||||
Warehouse equipment | 15,338 | 10,464 | |||||||
Leasehold improvements | 2,100 | 826 | |||||||
Construction in progress | 1,645 | 2,851 | |||||||
Total | 31,788 | 19,729 | |||||||
Less: accumulated depreciation and amortization | (8,716 | ) | (4,320 | ) | |||||
Net property and equipment | $ | 23,072 | $ | 15,409 |
Note_9_Other_Longterm_Assets_A1
Note 9 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Tables | |||||||||
Schedule of Other Assets and Other Liabilities [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||
Debt issuance costs, net | $ | 1,180 | $ | 923 | |||||
Deferred costs | 6,672 | 3,757 | |||||||
Note receivable | 1,459 | - | |||||||
Other | 2,957 | 1,234 | |||||||
Total other long-term assets | $ | 12,268 | $ | 5,914 | |||||
31-Mar-15 | 31-Mar-14 | ||||||||
Compensation and benefits | $ | 2,336 | $ | 1,135 | |||||
Accrued interest | - | 158 | |||||||
Warrant | 261 | - | |||||||
Earn out obligation | 4,480 | - | |||||||
Other | 2,785 | 437 | |||||||
Total accrued expenses | $ | 9,862 | $ | 1,730 | |||||
31-Mar-15 | 31-Mar-14 | ||||||||
Deferred revenue | $ | 3,697 | $ | 3,007 | |||||
Tax payable | 39 | 733 | |||||||
Lease obligations | 1,071 | 539 | |||||||
Line of credit for inventory purchases | 1,443 | - | |||||||
Provision of customer losses | 3,612 | - | |||||||
Total other current liabilities | $ | 9,862 | $ | 4,279 | |||||
31-Mar-15 | 31-Mar-14 | ||||||||
Deferred rent | $ | 7,748 | $ | 1,390 | |||||
Deferred revenue | 4,424 | 563 | |||||||
Lease obligations | 537 | 85 | |||||||
Other | 912 | 34 | |||||||
Provision of customer losses | 1,969 | - | |||||||
Total other long-term liabilities | $ | 15,590 | $ | 2,072 |
Note_10_Commitments_and_Contin1
Note 10 - Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes Tables | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2016 | $ | 6,647 | ||
2017 | 6,787 | ||||
2019 | 5,499 | ||||
2019 | 4,596 | ||||
2020 | 3,075 | ||||
Thereafter | 12,614 | ||||
Total | $ | 39,218 |
Note_11_Capital_Leases_Tables
Note 11 - Capital Leases (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Tables | |||||||||
Schedule of Capital Leased Assets [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||
Computer and office equipment | $ | 2,279 | $ | 234 | |||||
Less: accumulated amortization | (352 | ) | (85 | ) | |||||
Net property and equipment | $ | 1,927 | $ | 149 | |||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Minimum Lease | ||||||||
Commitments | |||||||||
Year ending March 31: | |||||||||
2016 | $ | 1,089 | |||||||
2017 | 452 | ||||||||
2018 | 109 | ||||||||
2019 | - | ||||||||
Total minimum lease payments | $ | 1,650 | |||||||
Less: amounts representing interest at rates ranging from 5.0% to 8.49% | (192 | ) | |||||||
Present value of minimum capital lease payments, reflected in the balance sheet as current and noncurrent capital lease obligations of $921 and $537, respectively. | $ | 1,458 |
Note_13_Income_Taxes_Tables
Note 13 - Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Notes Tables | |||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Years ended March 31, | ||||||||||||
2015 | 2014 | 2013 | |||||||||||
Loss before income taxes | |||||||||||||
United States | $ | (42,812 | ) | $ | (7,759 | ) | $ | (6,340 | ) | ||||
International | 180 | 180 | 117 | ||||||||||
$ | (42,632 | ) | $ | (7,579 | ) | $ | (6,223 | ) | |||||
Years ended March 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Current | |||||||||||||
Federal | $ | - | $ | 28 | $ | (112 | ) | ||||||
Foreign | 54 | 54 | 35 | ||||||||||
State | 109 | 91 | 110 | ||||||||||
Deferred | (20,925 | ) | (2,432 | ) | (1,233 | ) | |||||||
Valuation allowance | 20,975 | 2,549 | 12,899 | ||||||||||
Tax expense | $ | 213 | $ | 290 | $ | 11,699 | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Years ended March 31, | ||||||||||||
2015 | 2014 | 2013 | |||||||||||
Expected federal income tax at statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal tax effect | - | - | 0.4 | ||||||||||
Valuation allowance | (21.7 | ) | (33.6 | ) | (207.1 | ) | |||||||
Permanent differences | (13.2 | ) | (0.4 | ) | (7.6 | ) | |||||||
Return to provision | 0.7 | (1.5 | ) | (6.1 | ) | ||||||||
Rate change | 0.2 | 0.2 | (0.1 | ) | |||||||||
Other | (0.5 | ) | (2.5 | ) | (1.4 | ) | |||||||
Effective tax rate (continuing operations) | (0.5 | )% | (3.8 | )% | (187.9 | )% | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Years ended March 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Deferred tax assets | |||||||||||||
Collectability reserves | $ | 369 | $ | 158 | |||||||||
Reserve for inventory write-off | - | 606 | |||||||||||
Reserve for sales discounts | - | 179 | |||||||||||
Accrued vacations | 55 | 41 | |||||||||||
Inventory — uniform capitalization | - | 273 | |||||||||||
Net operating loss carryforward | 56,940 | 37,743 | |||||||||||
Stock based compensation | 2,207 | 895 | |||||||||||
Other | 869 | 3,252 | |||||||||||
Total deferred tax assets | 60,440 | 43,147 | |||||||||||
Deferred tax liabilities | |||||||||||||
Book/tax depreciation | (1,074 | ) | (1,292 | ) | |||||||||
Book/tax intangibles amortization | (7,188 | ) | (3,672 | ) | |||||||||
Net deferred tax assets (liabilities) | 52,178 | 38,183 | |||||||||||
Valuation allowance | (53,451 | ) | (39,462 | ) | |||||||||
Total deferred tax asset (liability), net | $ | (1,273 | ) | $ | (1,279 | ) | |||||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Years ended March 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Income taxes payable, beginning of period | $ | 1,124 | $ | 1,085 | |||||||||
Gross increases related to prior year tax positions | - | 139 | |||||||||||
Gross increases related to current year tax positions | 10 | 41 | |||||||||||
Decrease related to statute of limitations lapses | (140 | ) | (140 | ) | |||||||||
Income taxes payable, end of period | $ | 994 | $ | 1,125 |
Note_15_ShareBased_Compensatio1
Note 15 - Share-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Notes Tables | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Year ended | |||||||||||||||
31-Mar-15 | ||||||||||||||||
Number of options | Weighted average exercise price | |||||||||||||||
Options outstanding, beginning of period | 3,159,739 | $ | 2.28 | |||||||||||||
Granted | 1,996,167 | 2.54 | ||||||||||||||
Exercised | (519,605 | ) | 1.83 | |||||||||||||
Forfeited or expired | (544,575 | ) | 3.31 | |||||||||||||
Options outstanding, end of period | 4,091,726 | $ | 2.34 | |||||||||||||
Options exercisable, end of period | 1,708,517 | $ | 2.02 | |||||||||||||
Shares available for future grant, end of period | 3,735,000 | |||||||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | Year ended | |||||||||||||||
31-Mar-15 | ||||||||||||||||
Shares | Weighted average grant date fair value | |||||||||||||||
Unvested, beginning of period | 701,969 | $ | 2.72 | |||||||||||||
Granted | 2,132,807 | 2.59 | ||||||||||||||
Vested | (395,607 | ) | 2.45 | |||||||||||||
Forfeited | (167,466 | ) | 3.04 | |||||||||||||
Unvested, end of period | 2,271,703 | $ | 2.69 | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year | Year | Year | |||||||||||||
Ended | Ended | Ended | ||||||||||||||
March 31, | March 31, | March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||
Expected life (in years) | 4.4 | - | 4.6 | 5 | 5 | - | 6.5 | |||||||||
Expected volatility | 45.9 | - | 56.70% | 60.8 | - | 65.40% | 64.3 | - | 70.10% | |||||||
Risk-free interest rate | 1.35 | - | 1.49% | 0.76 | - | 1.55% | 0.62 | - | 1.25% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Note_17_Quarterly_Data_Seasona1
Note 17 - Quarterly Data - Seasonality (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes Tables | |||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | Quarter Ended | ||||||||||||||||
Fiscal Year 2015 | 30-Jun | 30-Sep | 31-Dec | 31-Mar | |||||||||||||
Net revenue | $ | 22,060 | $ | 23,067 | $ | 38,257 | $ | 36,624 | |||||||||
Operating loss | (2,704 | ) | (1,995 | ) | (2,537 | ) | (35,326 | ) | |||||||||
-1 | |||||||||||||||||
Net loss | (10,783 | ) | (1,519 | ) | (9,402 | ) | (34,322 | ) | |||||||||
Basic loss per common share | $ | (0.16 | ) | $ | (0.05 | ) | $ | (0.16 | ) | $ | (0.54 | ) | |||||
Diluted loss per common share | $ | (0.16 | ) | $ | (0.05 | ) | $ | (0.16 | ) | $ | (0.54 | ) | |||||
Quarter Ended | |||||||||||||||||
Fiscal Year 2014 | 30-Jun | 30-Sep | 31-Dec | 31-Mar | |||||||||||||
Net revenue | $ | 22,016 | $ | 28,562 | $ | 32,576 | $ | 23,925 | |||||||||
Operating income (loss) | (706 | ) | 967 | (2,503 | ) | (1,549 | ) | ||||||||||
Net income (loss) | (3,851 | ) | (2,722 | ) | (1,064 | ) | (18,929 | ) | |||||||||
Basic loss per common share | $ | (0.07 | ) | $ | (0.05 | ) | $ | (0.02 | ) | $ | (0.30 | ) | |||||
Diluted loss per common share | $ | (0.07 | ) | $ | (0.05 | ) | $ | (0.02 | ) | $ | (0.30 | ) |
Note_1_Business_Description_De
Note 1 - Business Description (Details Textual) (Amended and Restated Credit Facility [Member], USD $) | Nov. 21, 2014 |
Amended and Restated Credit Facility [Member] | |
Debt Instrument, Face Amount | $100,000,000 |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Number of Reportable Segments | 1 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2.9 | 1.8 |
Restructuring Costs | $11.20 | |
Minimum [Member] | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Maximum [Member] | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Finite-Lived Intangible Asset, Useful Life | 12 years | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies - Property and Equipment, Estimated Useful Lives (Details) | 12 Months Ended |
Mar. 31, 2015 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Office Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 6 years |
Other Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Other Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 1 year |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 1 year |
Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies - Basic and Diluted Earnings (Loss) per Share (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Numerator: | |||
Net loss from continuing operations | ($42,845,000) | ($7,869,000) | ($17,922,000) |
Dividend for convertible preferred stock, Series D dividends | -30,000 | ||
Accretion of convertible preferred stock, Series C | -3,533,000 | ||
Income (loss) from discontinued operations, net of tax | -13,181,000 | -18,697,000 | 6,125,000 |
Net loss to common stockholders | -910 | -440 | -270 |
Denominator: | |||
Denominator for basic loss per share b weighted average shares (in shares) | 65,672 | 60,775 | 43,529 |
Denominator for diluted loss per share b weighted-average shares (in shares) | 65,672 | 60,775 | 43,529 |
Basic earnings (loss) per common share | |||
Continuing operations (in dollars per share) | ($0.71) | ($0.13) | ($0.41) |
Discontinued operations (in dollars per share) | ($0.20) | ($0.31) | $0.14 |
Net loss | ($910) | ($440) | ($270) |
Diluted earnings (loss) per common share | |||
Continuing operations (in dollars per share) | ($0.71) | ($0.13) | ($0.41) |
Discontinued operations (in dollars per share) | ($0.20) | ($0.31) | $0.14 |
Net loss (in dollars per share) | ($0.91) | ($0.44) | ($0.27) |
Note_3_Acquisition_Details_Tex
Note 3 - Acquisition (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 21, 2014 | Nov. 21, 2014 | Nov. 20, 2012 | Sep. 29, 2014 | Jul. 31, 2013 | Mar. 31, 2013 | |||
Goodwill | $45,002,000 | $30,665,000 | $45,002,000 | $30,665,000 | |||||||||||||||
Operating Income (Loss) | -35,326,000 | [1] | -2,537,000 | -1,995,000 | -2,704,000 | -1,549,000 | [1] | -2,503,000 | 967,000 | -706,000 | -42,562,000 | -5,725,000 | -5,108,000 | ||||||
Payments to Acquire Businesses, Net of Cash Acquired | 54,314,000 | -319,000 | 22,120,000 | ||||||||||||||||
Fifth Gear [Member] | Maximum [Member] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,000,000 | ||||||||||||||||||
Fifth Gear [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||||||||
Revenues | 10,400,000 | ||||||||||||||||||
Fifth Gear [Member] | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 54,500,000 | 54,500,000 | |||||||||||||||||
Goodwill | 32,311,000 | 32,311,000 | |||||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 21,300,000 | ||||||||||||||||||
Operating Income (Loss) | 8,000 | ||||||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 2,100,000 | ||||||||||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 5,900,000 | ||||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 54,314,000 | ||||||||||||||||||
SCC [Member] | Maximum [Member] | To Be Issued in Early Calendar 2013 [Member] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,215,526 | ||||||||||||||||||
SCC [Member] | Maximum [Member] | Will Be Issued Late Calendar 2013 [Member] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,071,842 | ||||||||||||||||||
SCC [Member] | Cash [Member] | Paid in Early Calendar 2013 [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,250,000 | ||||||||||||||||||
SCC [Member] | Cash [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 5,000,000 | ||||||||||||||||||
SCC [Member] | Common Stock Issuable [Member] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,300,000 | ||||||||||||||||||
SCC [Member] | Paid in Equal Quarterly Installments Beginning Late Calendar 2013 [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 3,750,000 | ||||||||||||||||||
Effect on Future Cash Flows, Amount | 3,000,000 | ||||||||||||||||||
SCC [Member] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17,100,000 | 590,036 | 1,770,097 | ||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 24,500,000 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | 1,000,000 | ||||||||||||||||||
Business Combination Contingent Consideration Interest Rate | 5.00% | ||||||||||||||||||
Business Acquisition Proceeds from Working Capital Adjustment | 836,000 | ||||||||||||||||||
Business Acquisition, Reduction of Former Equity Ownder Financing, Amount | $1,300,000 | ||||||||||||||||||
[1] | Operating loss included $18.8 million goodwill and tradename impairment in the fourth quarter of fiscal 2015. See footnote 6 Goodwill and Intangible Assets for further discussion. |
Note_3_Acquisition_Purchase_Pr
Note 3 - Acquisition - Purchase Price Allocation (Details) (USD $) | 1 Months Ended |
Nov. 21, 2014 | |
Fifth Gear [Member] | Developed Technology Rights [Member] | |
The Fifth Gear purchase price was allocated as follows: | |
Purchased intangibles | $3,070,000 |
Fifth Gear [Member] | Customer Relationships [Member] | |
The Fifth Gear purchase price was allocated as follows: | |
Purchased intangibles | 20,100,000 |
Fifth Gear [Member] | Trade Names [Member] | |
The Fifth Gear purchase price was allocated as follows: | |
Purchased intangibles | 522,000 |
Fifth Gear [Member] | |
Consideration: | |
Payments to Acquire Businesses, Net of Cash Acquired | 54,314,000 |
Earn out obligation | 10,441,000 |
Fair value of total consideration transferred | 64,755,000 |
The Fifth Gear purchase price was allocated as follows: | |
Accounts receivable | 5,175,000 |
Inventory | 1,190,000 |
Prepaid expenses and other assets | 733,000 |
Property and equipment | 5,611,000 |
Goodwill | 32,311,000 |
Accounts payable | -1,513,000 |
Accrued expenses and other liabilities | -2,444,000 |
Total | $64,755,000 |
Note_3_Acquisition_Pro_Forma_I
Note 3 - Acquisition - Pro Forma Information (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net sales | $155,230 | $160,639 |
Loss from continuing operations | -44,429 | -13,079 |
Net loss | ($57,855) | ($32,066) |
Loss per common share: | ||
Basic (in dollars per share) | ($0.88) | ($0.69) |
Diluted (in dollars per share) | ($0.88) | ($0.69) |
Note_4_Discontinued_Operations2
Note 4 - Discontinued Operations (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jul. 09, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Proceeds from Divestiture of Businesses | $5,000,000 | $5,000,000 | $0 | $0 |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 2,203,000 | |||
Notes Receivable [Member] | Scenario, Actual [Member] | ||||
Disposal Group, Including Discontinued Operation, Consideration | 1,500,000 | |||
Notes Receivable [Member] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $10,000,000 |
Note_4_Discontinued_Operations3
Note 4 - Discontinued Operations and Disposition - Components of Discontinued Operations (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Net revenue | $71,743,000 | $391,237,000 | $430,795,000 |
Cost of revenue | 70,711,000 | 359,554,000 | 388,501,000 |
Total operating expenses | 16,375,000 | 50,353,000 | 36,032,000 |
Pre-tax income (loss) from discontinued operations | -15,343,000 | -18,670,000 | 6,262,000 |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 2,203,000 | ||
Income tax benefit (expense) | -41,000 | -27,000 | -137,000 |
Income (loss) from discontinued operations, net of tax | ($13,181,000) | ($18,697,000) | $6,125,000 |
Note_5_Supplemental_Cash_Flow_2
Note 5 - Supplemental Cash Flow Information (Details Textual) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Income Taxes Paid, Net | $37,000 | $448,000 | $202,000 |
Interest Paid, Net | $4,500,000 | $1,700,000 | $710,000 |
Note_5_Supplemental_Cash_Flow_3
Note 5 - Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Accounts receivable | $5,017,000 | ($3,628,000) | ($297,000) |
Inventories | -497,000 | 0 | 0 |
Prepaid expenses | -435,000 | -391,000 | 643,000 |
Income taxes receivable | 13,000 | ||
Other assets | -12,669,000 | -5,459,000 | -1,298,000 |
Accounts payable | 2,533,000 | 1,549,000 | 2,641,000 |
Accrued expenses and other liabilities | 19,249,000 | 4,583,000 | -7,126,000 |
Changes in operating assets and liabilities, net of acquisition | $13,198,000 | ($3,346,000) | ($5,424,000) |
Note_6_Goodwill_and_Intangible2
Note 6 - Goodwill and Intangible Assets (Details Textual) (USD $) | 12 Months Ended | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | |
Number of Reporting Units | 2 | |||
Amortization of Intangible Assets | $4,500,000 | $2,400,000 | $700,000 | |
Amortization of Financing Costs | 1,150 | 323 | 196 | |
Debt Issuance Cost | 4,400,000 | 35,000 | ||
Write off of Deferred Debt Issuance Cost | 3,800,000 | |||
SCC [Member] | Trademarks [Member] | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 800,000 | |||
SCC [Member] | ||||
Goodwill, Impairment Loss | 18,000,000 | |||
Loss Contingency Accrual, Provision | 5,300,000 | |||
Loss Contingency, Loss in Period | 6,500,000 | |||
Provision for Doubtful Accounts | 1,700,000 | |||
Developed Technology Rights [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Developed Technology Rights [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Developed Technology Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Customer Relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 8 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Internet Domain Names [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||
Interest Expense [Member] | ||||
Amortization of Financing Costs | $393,000 | $323,000 | $199,000 |
Note_6_Goodwill_and_Intangible3
Note 6 - Goodwill and Intangible Assets - Intangible Asset Summary (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Gross carrying amount | $49,265,000 | $22,629,000 |
Accumulated amortization | -6,910,000 | -3,033,000 |
Net | 42,355,000 | 19,596,000 |
Developed Technology Rights [Member] | ||
Gross carrying amount | 4,832,000 | 4,170,000 |
Accumulated amortization | -2,595,000 | -1,483,000 |
Net | 2,237,000 | 2,687,000 |
Customer Relationships [Member] | ||
Gross carrying amount | 34,590,000 | 14,490,000 |
Accumulated amortization | -4,290,000 | -1,485,000 |
Net | 30,300,000 | 13,005,000 |
Internet Domain Names [Member] | ||
Gross carrying amount | 135,000 | 135,000 |
Accumulated amortization | -38,000 | -19,000 |
Net | 97,000 | 116,000 |
Computer Software, Intangible Asset [Member] | ||
Gross carrying amount | 7,048,000 | 244,000 |
Accumulated amortization | -475,000 | -46,000 |
Net | 6,573,000 | 198,000 |
Trade Names [Member] | ||
Gross carrying amount | 522,000 | |
Accumulated amortization | -174,000 | |
Net | 348,000 | |
Trademarks [Member] | ||
Gross carrying amount | 2,800,000 | 3,590,000 |
Net | $2,800,000 | $3,590,000 |
Note_6_Goodwill_and_Intangible4
Note 6 - Goodwill and Intangible Assets - Future Amortization Expense (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
2016 | $7,066 |
2017 | 5,919 |
2018 | 4,916 |
2019 | 4,271 |
2020 | 3,491 |
Thereafter | 13,892 |
Total | $39,555 |
Note_6_Goodwill_and_Intangible5
Note 6 - Goodwill and Intangible Assets - Debt Issuance Costs (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt issuance costs | $1,264 | $2,771 |
Less: accumulated amortization | -84 | -1,848 |
Debt issuance costs, net | $1,180 | $923 |
Note_7_Prepaid_Expenses_Prepai
Note 7 - Prepaid Expenses - Prepaid Expenses (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Prepaid maintenance and licenses | $876 | $450 |
Prepaid insurance | 249 | 166 |
Other prepaid expenses | 508 | 384 |
Total prepaid expenses | $1,633 | $1,000 |
Note_8_Property_and_Equipment_1
Note 8 - Property and Equipment (Details Textual) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Depreciation | $4,400,000 | $3,300,000 | $1,000,000 |
UNITED STATES | |||
Long-Lived Assets | 22,800,000 | 14,600,000 | |
MEXICO | |||
Long-Lived Assets | $279,000 | $391,000 |
Note_8_Property_and_Equipment_2
Note 8 - Property and Equipment - Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property and equipment, gross | $31,788 | $19,729 |
Less: accumulated depreciation and amortization | -8,716 | -4,320 |
Net property and equipment | 23,072 | 15,409 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 638 | 27 |
Building [Member] | ||
Property and equipment, gross | 1,700 | |
Computer Equipment [Member] | ||
Property and equipment, gross | 10,367 | 5,561 |
Other Machinery and Equipment [Member] | ||
Property and equipment, gross | 15,338 | 10,464 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 2,100 | 826 |
Construction in Progress [Member] | ||
Property and equipment, gross | $1,645 | $2,851 |
Note_9_Other_Longterm_Assets_A2
Note 9 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities - Other Assets and Liabilities (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Debt issuance costs, net | $1,180,000 | $923,000 |
Deferred costs | 6,672,000 | 3,757,000 |
Note Receivable | 1,459,000 | 0 |
Other | 2,957,000 | 1,234,000 |
Total other long-term assets | 12,268,000 | 5,914,000 |
Compensation and benefits | 2,336,000 | 1,135,000 |
Accrued interest | 158,000 | |
Warrant | 261,000 | |
Earn out obligation | 4,480,000 | |
Other | 2,785,000 | 437,000 |
Total accrued expenses | 9,862,000 | 1,730,000 |
Deferred revenue | 3,697,000 | 3,007,000 |
Tax payable | 39,000 | 733,000 |
Current capital lease obligations | 58,000 | 539,000 |
Line of credit for inventory purchases | 1,443,000 | |
Provision of customer losses | 3,612,000 | |
Total other current liabilities | 9,862,000 | 4,279,000 |
Deferred rent | 7,748,000 | 1,390,000 |
Deferred revenue | 4,424,000 | 563,000 |
Non-current capital lease obligations | 99,000 | 85,000 |
Other | 912,000 | 34,000 |
Provision of customer losses | 1,969,000 | |
Total other long-term liabilities | $15,590,000 | $2,072,000 |
Note_10_Commitments_and_Contin2
Note 10 - Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Apr. 14, 2011 | |
Operating Leases, Rent Expense | $5,900,000 | $5,400,000 | $2,800,000 | |
Lease Terms Additional Rent Per Square Foot | 0.06 | |||
Annual Increase in Base Rent | 3.00% | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | 1,600,000 | |||
Minimum [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 3 years | |||
Maximum [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | |||
Optional Additional Terms [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | |||
Release from FUNimation Office Lease Guarantee [Member] | Letter of Credit [Member] | ||||
Debt Instrument, Term | 5 years | |||
Release from FUNimation Office Lease Guarantee [Member] | ||||
Letters of Credit Outstanding, Amount | 1,500,000 | |||
Annual Decrease in Letter of Credit | 300,000 | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $1,600,000 | $2,300,000 |
Note_10_Commitments_and_Contin3
Note 10 - Commitments and Contingencies - Future Minimum Rental Payments under Non-cancelable Operating Leases (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
2016 | $6,647 |
2017 | 6,787 |
2019 | 5,499 |
2019 | 4,596 |
2020 | 3,075 |
Thereafter | 12,614 |
Total | $39,218 |
Note_11_Capital_Leases_Details
Note 11 - Capital Leases (Details Textual) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Capital Leases, Income Statement, Amortization Expense | $295,000 | $69,000 | $82,000 |
Note_11_Capital_Leases_Leased_
Note 11 - Capital Leases - Leased Capital Assets Included in Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Computer and office equipment | $2,279 | $234 |
Less: accumulated amortization | -352 | -85 |
Net property and equipment | $1,927 | $149 |
Note_11_Capital_Leases_Future_
Note 11 - Capital Leases - Future Minimum Capital Lease Commitments (Details) (USD $) | Mar. 31, 2015 |
Year ending March 31: | |
2016 | $1,089,000 |
2017 | 452,000 |
2018 | 109,000 |
2019 | 0 |
Total minimum lease payments | 1,650,000 |
Less: amounts representing interest at rates ranging from 5.0% to 8.49% | -192,000 |
Present value of minimum capital lease payments, reflected in the balance sheet as current and noncurrent capital lease obligations of $921 and $537, respectively. | $1,458,000 |
Note_11_Capital_Leases_Future_1
Note 11 - Capital Leases - Future Minimum Capital Lease Commitments (Details) (Parentheticals) (USD $) | Mar. 31, 2015 |
Current capital lease obligations | $58,000 |
Non-current capital lease obligations | $99,000 |
Minimum [Member] | |
Interest rate | 5.00% |
Maximum [Member] | |
Interest rate | 8.49% |
Note_12_Bank_Financing_and_Deb1
Note 12 - Bank Financing and Debt (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||
Mar. 31, 2015 | 8-May-15 | Nov. 21, 2014 | Jul. 09, 2014 | Nov. 21, 2014 | Apr. 14, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2014 | Nov. 12, 2009 | Jul. 08, 2014 | Aug. 08, 2014 | |
Cash and Cash Equivalents, at Carrying Value | $6,381,000 | $13,000 | $91,000 | $5,600,000 | |||||||||
Line of Credit, Current | 38,362,000 | ||||||||||||
Gains (Losses) on Extinguishment of Debt | 3,863,000 | ||||||||||||
Guarantor Obligations, Maximum Exposure, Undiscounted | 1,600,000 | ||||||||||||
Amended and Restated Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||||
Amended and Restated Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 11.00% | ||||||||||||
Amended and Restated Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 7.50% | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 1.00% | ||||||||||||
Amended and Restated Credit Facility [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Cash and Cash Equivalents, at Carrying Value | 1,000,000 | ||||||||||||
Amended and Restated Credit Facility [Member] | Subsequent Event [Member] | |||||||||||||
Debtor Reorganization Items, Legal and Advisory Professional Fees | 2,500,000 | ||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 2.00% | ||||||||||||
Amended and Restated Credit Facility [Member] | |||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||
Debt Instrument, Face Amount | 100,000,000 | 100,000,000 | |||||||||||
Debt Pricipal Amortization Rate | 2.50% | ||||||||||||
Debt Principal Amortization Rate, Year Two | 3.00% | ||||||||||||
Debt Principal Amortization Rate, Year Three | 3.50% | ||||||||||||
Debt Principal Amortization Rate, Year Four | 5.00% | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.50% | ||||||||||||
Term Loan Credit Facility [Member] | Closing Date Loans [Member] | |||||||||||||
Debt Instrument, Face Amount | 35,000,000 | ||||||||||||
Term Loan Credit Facility [Member] | |||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||
Debt Instrument, Face Amount | 50,000,000 | ||||||||||||
Gains (Losses) on Extinguishment of Debt | 3,000,000 | ||||||||||||
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 55,000,000 | ||||||||||||
Payments of Debt Extinguishment Costs | 800,000 | ||||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,500,000 | 3,500,000 | |||||||||||
Line of Credit, Current | 1,400,000 | ||||||||||||
Line of Credit Facility, Interest Rate at Period End | 2.50% | ||||||||||||
Letter of Credit [Member] | Lease Involving a Five Year Standby Letter of Credit [Member] | |||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||
Lease Involving a Five Year Standby Letter of Credit [Member] | |||||||||||||
Letters of Credit Outstanding, Amount | 1,500,000 | 576,424 | |||||||||||
Annual Decrease in Letter of Credit | 300,000 | ||||||||||||
Guarantor Obligations, Maximum Exposure, Undiscounted | $2,300,000 |
Note_13_Income_Taxes_Details_T
Note 13 - Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period | $41,000 | |
Effective Income Tax Rate Reconciliation, Discontinued Operations, Percent | -0.30% | |
Operating Loss Carryforwards | 152,400,000 | 100,800,000 |
Deferred Tax Assets, Net, Before Valuation Allowance | 52,178,000 | 38,183,000 |
Deferred Tax Assets, Valuation Allowance | 53,451,000 | 39,462,000 |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 212,000 | 182,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 555,000 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | -140,000 | |
Foreign Tax Credit [Member] | ||
Tax Credit Carryforward, Amount | 444,000 | 413,000 |
State and Local Jurisdiction [Member] | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $592,000 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2012 | |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2014 | |
Foreign Tax Authority [Member] | Earliest Tax Year [Member] | Canada Revenue Agency [Member] | ||
Open Tax Year | 2005 | |
Foreign Tax Authority [Member] | Latest Tax Year [Member] | Canada Revenue Agency [Member] | ||
Open Tax Year | 2014 |
Note_13_Income_Taxes_Income_Ta
Note 13 - Income Taxes - Income Tax Provision (Benefit) from Continuing Operations (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
United States | ($42,812,000) | ($7,759,000) | ($6,340,000) |
International | 180,000 | 180,000 | 117,000 |
Loss befor income taxes | -42,632,000 | -7,579,000 | -6,223,000 |
Federal | 28,000 | -112,000 | |
Foreign | 54,000 | 54,000 | 35,000 |
State | 109,000 | 91,000 | 110,000 |
Deferred | -20,925,000 | -2,432,000 | -1,233,000 |
Valuation allowance | 20,975,000 | 2,549,000 | 12,899,000 |
Tax expense | $213,000 | $290,000 | $11,699,000 |
Note_13_Income_Taxes_Reconcili
Note 13 - Income Taxes - Reconciliation of Income Tax Expense (Benefit) to Statutory Federal Rate (Details) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Expected federal income tax at statutory rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal tax effect | 0.40% | ||
Valuation allowance | -21.70% | -33.60% | -207.10% |
Permanent differences | -13.20% | -0.40% | -7.60% |
Return to provision | 0.70% | -1.50% | -6.10% |
Rate change | 0.20% | 0.20% | -0.10% |
Other | -0.50% | -2.50% | -1.40% |
Effective tax rate (continuing operations) | -0.50% | -3.80% | -187.90% |
Note_13_Income_Taxes_Significa
Note 13 - Income Taxes - Significant Components of Deferred Tax Assets (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ||
Collectability reserves | $369 | $158 |
Reserve for inventory write-off | 606 | |
Reserve for sales discounts | 179 | |
Accrued vacations | 55 | 41 |
Inventory b uniform capitalization | 273 | |
Net operating loss carryforward | 56,940 | 37,743 |
Stock based compensation | 2,207 | 895 |
Other | 869 | 3,252 |
Total deferred tax assets | 60,440 | 43,147 |
Deferred tax liabilities | ||
Book/tax depreciation | -1,074 | -1,292 |
Book/tax intangibles amortization | -7,188 | -3,672 |
Net deferred tax assets (liabilities) | 52,178 | 38,183 |
Valuation allowance | -53,451 | -39,462 |
Total deferred tax asset (liability), net | ($1,273) | ($1,279) |
Note_13_Income_Taxes_Activity_
Note 13 - Income Taxes - Activity Related to Unrecognized Tax Benefit (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income taxes payable, beginning of period | $1,124 | $1,085 |
Gross increases related to prior year tax positions | 139 | |
Gross increases related to current year tax positions | 10 | 41 |
Decrease related to statute of limitations lapses | -140 | -140 |
Income taxes payable, end of period | $994 | $1,124 |
Note_14_Shareholders_Equity_De
Note 14 - Shareholders' Equity (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended |
Jun. 02, 2014 | Oct. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 16, 2015 | |
Preferred Stock, Shares Authorized | 10,000,000 | |||||
Stock Issued During Period, Value, New Issues | $21,787,000 | |||||
Stock Issued During Period, Shares, New Issues | 8,000,000 | |||||
Class of Warrant or Right Term | 5 years | |||||
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 | $3.50 | |||||
Preferred Stock, Par or Stated Value Per Share | $0 | |||||
Sale of Stock, Price Per Share | $3 | |||||
Proceeds from Issuance of Common Stock | 21,800,000 | 21,787,000 | ||||
Series C Preferred Stock [Member] | ||||||
Stock Issued During Period, Value, New Issues | 10,000,000 | |||||
Proceeds from Issuance of Convertible Preferred Stock | 9.9 | |||||
Stock Issued During Period, Shares, New Issues | 3,333,333 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 3,500,000 | |||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||
Preferred Stock Dividends, Shares | 59,158 | |||||
Convertible Preferred Stock, Conversion Price | $3 | |||||
Convertible Preferred Stock, Forced Conversion Price | $5 | |||||
Preferred Stock, Par or Stated Value Per Share | $3 | |||||
Series D Preferred Stock [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 344,001.10 | |||||
Preferred Stock, Dividend Rate, Percentage | 5.00% | |||||
Convertible Preferred Stock, Conversion Price | $1.50 | |||||
Convertible Preferred Stock, Forced Conversion Price | $2.50 | |||||
Preferred Stock, Par or Stated Value Per Share | $30 | |||||
Convertible Preferred Stock, Threshold Trading Days | 28 days | |||||
Convertible Preferred Stock, Threshold Consecutive Trading Days | 30 days | |||||
Preferred Stock, Redemption Percentage | 110.00% | |||||
Warrant [Member] | ||||||
Derivative Liability | $1,700,000 | $221,000 | ||||
Exchange of Series C Preferred Stock for Series D Preferred Stock [Member] | ||||||
Preferred Stock Exchange, Conversion Ratio | 10 |
Note_15_ShareBased_Compensatio2
Note 15 - Share-Based Compensation (Details Textual) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,735,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,996,167 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,132,807 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options Granted in Period, Aggregate Weighted Average Fair Value | $2,100,000 | $1,600,000 | $1,300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options Exercisable, Aggregate Fair Value | 2,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 182 days | ||
Share Price | $0.64 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 563,000 | 440,000 | 82,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 2,000 | 4,400,000 | 1,400,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 2,000 | 2,400,000 | 399,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1.8 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||
Proceeds from Stock Options Exercised | 686,000 | 338,000 | 90,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Restricted Stock [Member] | |||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 0 | 0 | 0 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1,300,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 36 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Share-based Compensation Restricted Stock, Grants in Period, Weighted Average Fair Value | 2.6 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 782,000 | 340,000 | 240,000 |
Employee Stock Option [Member] | |||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 0 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Rate | 17.86% | 4.63% | 4.63% |
Non-qualifed Stock Options [Member] | 2004 Stock Plan [Member] | Non-employee Directors [Member] | Cease of Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | ||
Non-qualifed Stock Options [Member] | 2004 Stock Plan [Member] | Non-employee Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 12,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Non-qualifed Stock Options [Member] | 2004 Stock Plan [Member] | Newly Appointed Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | ||
Non-qualifed Stock Options [Member] | 2014 Stock Plan [Member] | Non-employee Directors [Member] | Cease of Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | ||
Non-qualifed Stock Options [Member] | 2014 Stock Plan [Member] | Non-employee Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 12,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 8,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
2004 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||
2014 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,000,000 | ||
General and Administrative Expense [Member] | |||
Allocated Share-based Compensation Expense | 1,800,000 | 1,000,000 | 793,000 |
Discontinued Operations [Member] | |||
Allocated Share-based Compensation Expense | $588,000 | $284,000 | $190,000 |
Note_15_ShareBased_Compensatio3
Note 15 - Share-Based Compensation - Stock Option Activity (Details) (USD $) | 12 Months Ended |
Mar. 31, 2015 | |
Options outstanding, beginning of period (in shares) | 3,159,739 |
Options outstanding, beginning of period (in dollars per share) | $2.28 |
Granted (in shares) | 1,996,167 |
Granted (in dollars per share) | $2.54 |
Exercised (in shares) | -519,605 |
Exercised (in dollars per share) | $1.83 |
Forfeited or expired (in shares) | -544,575 |
Forfeited or expired (in dollars per share) | $3.31 |
Options outstanding, end of period (in shares) | 4,091,726 |
Options outstanding, end of period (in dollars per share) | $2.34 |
Options exercisable, end of period (in shares) | 1,708,517 |
Options exercisable, end of period (in dollars per share) | $2.02 |
Shares available for future grant, end of period (in shares) | 3,735,000 |
Note_15_ShareBased_Compensatio4
Note 15 - Share-Based Compensation - Restricted Stock Activity (Details) (USD $) | 12 Months Ended |
Mar. 31, 2015 | |
Unvested, beginning of period (in shares) | 701,969 |
Unvested, beginning of period (in dollars per share) | $2.72 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,132,807 |
Granted (in dollars per share) | $2.59 |
Vested (in shares) | -395,607 |
Vested (in dollars per share) | $2.45 |
Forfeited (in shares) | -167,466 |
Forfeited (in dollars per share) | $3.04 |
Unvested, end of period (in shares) | 2,271,703 |
Unvested, end of period (in dollars per share) | $2.69 |
Note_15_ShareBased_Compensatio5
Note 15 - Share-Based Compensation - Stock Option Valuation Assumptions (Details) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2013 | Mar. 31, 2014 | |
Expected life (in years) | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Minimum [Member] | |||
Expected life (in years) | 5 years | 4 years 146 days | |
Expected volatility | 70.10% | 60.80% | |
Risk-free interest rate | 1.25% | 0.76% | |
Maximum [Member] | |||
Expected life (in years) | 6 years 182 days | 4 years 219 days | |
Expected volatility | 70.10% | 65.40% | |
Risk-free interest rate | 1.25% | 1.55% |
Note_16_Major_Customers_and_Ve1
Note 16 - Major Customers and Vendors (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Accounts Receivable, Net, Current | $18,685,000 | $18,527,000 | $18,685,000 | $18,527,000 | |||||||
Revenue, Net | 36,624,000 | 38,257,000 | 23,067,000 | 22,060,000 | 23,925,000 | 32,576,000 | 28,562,000 | 22,016,000 | 120,008,000 | 107,079,000 | 54,500,000 |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer A [Member] | |||||||||||
Concentration Risk, Percentage | 18.70% | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Two Major Customers [Member] | |||||||||||
Concentration Risk, Percentage | 36.20% | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Two Major Vendors [Member] | |||||||||||
Revenue, Net | 32,100,000 | ||||||||||
Customer Concentration Risk [Member] | Customer A [Member] | |||||||||||
Accounts Receivable, Net, Current | 1,900,000 | 1,900,000 | |||||||||
Customer Concentration Risk [Member] | Two Major Customers [Member] | |||||||||||
Accounts Receivable, Net, Current | $3,600,000 | $3,600,000 |
Note_17_Quarterly_Data_Seasona2
Note 17 - Quarterly Data - Seasonality (Unaudited) (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Quarterly Sales Percentage | 31.90% | 30.40% | |
Goodwill and Intangible Asset Impairment | $18,800,000 | $18,764,000 |
Note_17_Quarterly_Data_Seasona3
Note 17 - Quarterly Data - Seasonality (Unaudited) - Quarterly Historical Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |||
Revenue, Net | $36,624,000 | $38,257,000 | $23,067,000 | $22,060,000 | $23,925,000 | $32,576,000 | $28,562,000 | $22,016,000 | $120,008,000 | $107,079,000 | $54,500,000 | ||
Operating Income (Loss) | -35,326,000 | [1] | -2,537,000 | -1,995,000 | -2,704,000 | -1,549,000 | [1] | -2,503,000 | 967,000 | -706,000 | -42,562,000 | -5,725,000 | -5,108,000 |
Net loss | ($34,322,000) | ($9,402,000) | ($1,519,000) | ($10,783,000) | ($18,929,000) | ($1,064,000) | ($2,722,000) | ($3,851,000) | ($56,026,000) | ($26,566,000) | ($11,797,000) | ||
Net loss (in dollars per share) | ($0.54) | ($0.16) | ($0.05) | ($0.16) | ($0.30) | ($0.02) | ($0.05) | ($0.07) | ($0.91) | ($0.44) | ($0.27) | ||
Net loss (in dollars per share) | ($0.54) | ($0.16) | ($0.05) | ($0.16) | ($0.30) | ($0.02) | ($0.05) | ($0.07) | ($0.91) | ($0.44) | ($0.27) | ||
[1] | Operating loss included $18.8 million goodwill and tradename impairment in the fourth quarter of fiscal 2015. See footnote 6 Goodwill and Intangible Assets for further discussion. |
Note_18_Subsequent_Event_Detai
Note 18 - Subsequent Event (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Oct. 31, 2013 | Apr. 30, 2015 | 8-May-15 | Apr. 16, 2015 | Mar. 16, 2015 | Mar. 31, 2015 | Nov. 21, 2014 | Jun. 02, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Stock Issued During Period, Shares, New Issues | 8,000,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $3.50 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 833,333 | ||||||||||
Cash and Cash Equivalents, at Carrying Value | 6,381,000 | $13,000 | $91,000 | $5,600,000 | |||||||
Subsequent Event [Member] | Series A Warrant [Member] | |||||||||||
Class of Warrant or Right, Number of Warrant Per Common Stock | 0.597 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.56 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,776,784 | ||||||||||
Subsequent Event [Member] | Series B Warrant [Member] | |||||||||||
Class of Warrant or Right, Number of Warrant Per Common Stock | 0.153 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.56 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | ||||||||||
Subsequent Event [Member] | Series C Warrants [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2.68 | ||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||
Convertible Preferred Stock, Conversion Price | 1.19 | ||||||||||
Subsequent Event [Member] | Fifth Gear [Member] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 8,400,000 | ||||||||||
Subsequent Event [Member] | Amended and Restated Credit Facility [Member] | Maximum [Member] | |||||||||||
Debtor Reorganization Items, Legal and Advisory Professional Fees | 2,500,000 | ||||||||||
Subsequent Event [Member] | Amended and Restated Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||
Subsequent Event [Member] | Amended and Restated Credit Facility [Member] | Minimum [Member] | |||||||||||
Cash and Cash Equivalents, at Carrying Value | 1,000,000 | ||||||||||
Subsequent Event [Member] | Amended and Restated Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 11.00% | ||||||||||
Subsequent Event [Member] | Amended and Restated Credit Facility [Member] | |||||||||||
Debtor Reorganization Items, Legal and Advisory Professional Fees | $2,500,000 | ||||||||||
Line of Credit Facility, Commitment Fee Percentage | 2.00% | ||||||||||
Subsequent Event [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 13,035,713 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 344,001.10 | ||||||||||
Convertible Preferred Stock, Conversion Price | $1.50 | ||||||||||
Fifth Gear [Member] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,000,000 | ||||||||||
Amended and Restated Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 7.50% |