Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation |
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The consolidated financial statements include the accounts of Speed Commerce and its wholly-owned subsidiaries (collectively referred to herein as the “Company”). All inter-company accounts and transactions have been eliminated in consolidation. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting |
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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 |
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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 |
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The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the realizability of accounts receivable, goodwill, intangible assets, 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 |
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Fair value is determined utilizing a hierarchy of valuation techniques. The three levels of the fair value hierarchy are as follows: |
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? | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities | | | | | | | | | | | |
? | Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active | | | | | | | | | | | |
? | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions | | | | | | | | | | | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments |
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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). |
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Nonrecurring Fair Value Measurements |
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The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value of all assets and liabilities. Non-financial assets such as goodwill, intangible assets, software development costs and property and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
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The Company considers short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balances in cash accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Receivables, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts |
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Accounts receivable represent trade receivables from customers when we have invoiced for services and we have not yet received payment. We present accounts receivable net of an allowance for doubtful accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. 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 |
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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 |
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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. |
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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 |
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Property and equipment are recorded at cost. Depreciation is recorded, using the straight-line method over estimated useful lives, ranging from one to ten years. Depreciation is computed using the straight-line method for leasehold improvements over the shorter of the lease term or the estimated useful life. Estimated useful lives by major asset categories are generally as follows: |
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Asset | | Life in Years | | | | | | | | |
Furniture and fixtures | | | 7 | | | | | | | | | |
Office equipment | | | 10 | | | | | | | | | |
Computer equipment | | 3 | - | 6 | | | | | | | | |
Warehouse equipment | | 5 | - | 10 | | | | | | | | |
Leasehold improvements | | 1 | - | 10 | | | | | | | | |
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Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major renewals and property and equipment improvements are capitalized. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets |
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Long-lived assets, such as property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value. Fair value is generally determined using a discounted cash flow analysis. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill |
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Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method. The Company reviews goodwill for potential impairment annually for each reporting unit or when events or changes in circumstances indicate the carrying value of the goodwill might exceed its current fair value. 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 |
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Intangible assets include trademarks, developed technology, customer relationships, and a domain name. Intangible assets (except for trademarks) are amortized on a straight-line basis with estimated useful lives ranging from 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. |
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Software acquired or developed for internal-use is deferred and capitalized during application development stage and is amortized on a straight-line basis over its useful life between three and five years. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping Costs |
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Shipping costs incurred by the e-commerce and fulfillments services related to providing logistical services are classified in cost of sales. |
Lease, Policy [Policy Text Block] | Operating Leases |
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The Company conducts substantially all operations in leased facilities. Leasehold allowances, rent holidays and escalating rent provisions are accounted for on a straight-line basis over the term of the lease. The portion of deferred rent due in twelve months or less is considered short-term and is included in accrued expenses in the accompanying |
Consolidated Balance Sheets. |
The long-term portion is included in other liabilities — long-term. |
Income Tax, Policy [Policy Text Block] | Income Taxes |
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Income taxes are recorded under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management assesses the likelihood that deferred tax assets will be recovered from future taxable income and establishes a valuation allowance when management believes recovery is not likely. |
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The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions as a component of income tax expense. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation |
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The Company has a stock-based compensation plan for officers, non-employee directors and key employees. The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company’s common stock is purchased by the optionee upon the exercise of stock options, and restricted stock awards are settled in shares of the Company’s common stock. |
Earnings Per Share, Policy [Policy Text Block] | |
Loss Per Share |
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Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding during the year plus all additional common shares that would have been outstanding if potentially dilutive common shares related to stock options, restricted stock and warrants had been issued. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except for per share data): |
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| | Years ended March 31, | |
| | 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 | ) |
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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 |
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During April 2013, the Company implemented a series of initiatives in connection with the integration of SCC. These included a reduction in workforce and a consolidation of business structures and processes across the Company's operations. These integration initiatives resulted in, among other things, the 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 |
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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. |
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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. |
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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. |
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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 |
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Revenue for the Company is recognized based on terms of service within the customer contract. A portion of the Company’s service revenue arrangements include upfront service elements, such as web implementation and migration, and recurring service elements such as web site support, e-commerce fulfillment services and additional services. The Company does not earn or receive any commissions from its customers. Fees related to upfront contract services, such as web site implementation and migration, are deferred and recognized ratably over the expected term of the relationship with the customer, beginning when delivery of recurring services has occurred. Costs associated with the upfront contract fees are deferred and recognized consistent with the recognition of revenues. Recurring contract service elements are charged based on the number of transactions processed and recognized as the services are performed as measured by the volume of orders completed. We record all taxes imposed directly on revenue-producing transactions on a gross basis. |