Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Entity Registrant Name | Speed Commerce, Inc. | |
Entity Central Index Key | 911,650 | |
Trading Symbol | spdc | |
Current Fiscal Year End Date | --03-31 | |
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) | 87,546,536 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,011 | $ 6,381 |
Accounts receivable, less allowance for doubtful accounts of $1,029 at September 30, 2015 and $1,043 at March 31, 2015 | 19,848 | 18,685 |
Inventory | 1,575 | 1,687 |
Prepaid expenses | 1,822 | 1,633 |
Other current assets | 8,234 | 7,199 |
Total current assets | 33,490 | 35,585 |
Property and equipment, net | 21,391 | 23,072 |
Other assets: | ||
Intangible assets, net | 39,327 | 42,355 |
Goodwill | 28,358 | 45,002 |
Other long-term assets | 11,051 | 12,268 |
Total assets | 133,617 | 158,282 |
Current liabilities: | ||
Current portion of long-term debt | 107,341 | 2,750 |
Accounts payable | 9,291 | 16,453 |
Accrued expenses | 8,659 | 9,862 |
Deferred payment obligation short-term - acquisition | 303 | 856 |
Other current liabilities | 10,623 | 9,862 |
Total current liabilities | 136,217 | 39,783 |
Long-term liabilities: | ||
Deferred tax liabilities - long term | $ 718 | 1,273 |
Long-term debt | 96,000 | |
Other long-term liabilities | $ 11,391 | 15,590 |
Total liabilities | $ 148,326 | $ 152,646 |
Commitments and contingencies (Note 7) | ||
Shareholders’ equity: | ||
Convertible preferred stock, no par value: Authorized shares — 10,000,000; issued and outstanding shares — 353,376.46 at September 30, 2015 and 344,001.10 at March 31, 2015 | $ 8,805 | $ 8,523 |
Common stock, no par value: Authorized shares — 200,000,000; issued and outstanding shares — 87,546,536 at September 30, 2015 and 66,013,130 at March 31, 2015 | 222,880 | 215,867 |
Accumulated deficit | (246,292) | (218,760) |
Accumulated other comprehensive income | (102) | 6 |
Total shareholders’ (deficit) equity | (14,709) | 5,636 |
Total liabilities and shareholders’ equity | $ 133,617 | $ 158,282 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Allowance for doubtful accounts | $ 1,029 | $ 1,043 |
Convertible preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Convertible preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Convertible preferred stock, issued (in shares) | 353,376.46 | 344,001.1 |
Convertible preferred stock, outstanding (in shares) | 353,376.46 | 344,001.1 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 87,546,536 | 66,013,130 |
Common stock, shares outstanding (in shares) | 87,546,536 | 66,013,130 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenue | $ 31,331,000 | $ 23,067,000 | $ 65,702,000 | $ 45,127,000 |
Cost of revenue | 25,960,000 | 17,555,000 | 51,614,000 | 34,896,000 |
Gross profit | 5,371,000 | 5,512,000 | 14,088,000 | 10,231,000 |
Operating expenses: | ||||
Selling and marketing | 690,000 | 763,000 | 1,296,000 | 1,765,000 |
General and administrative | 5,064,000 | 3,943,000 | 10,186,000 | 7,751,000 |
Information technology | 1,366,000 | 956,000 | 2,841,000 | 1,800,000 |
Depreciation and amortization | 3,454,000 | $ 1,845,000 | 6,605,000 | $ 3,614,000 |
Goodwill and intangible impairment | 17,344,000 | 17,344,000 | ||
Total operating expenses | 27,918,000 | $ 7,507,000 | 38,272,000 | $ 14,930,000 |
Loss from operations | (22,547,000) | (1,995,000) | (24,184,000) | (4,699,000) |
Other income (expense): | ||||
Interest expense, net | $ (3,571,000) | (838,000) | $ (6,133,000) | (1,379,000) |
Loss on early extinguishment of debt, net | (816,000) | (816,000) | ||
Other income | $ (589,000) | 1,886,000 | $ 2,370,000 | 1,761,000 |
Loss from continuing operations, before income tax | (26,707,000) | (1,763,000) | (27,947,000) | (5,133,000) |
Income tax expense from continuing operations | 674,000 | (119,000) | 466,000 | (173,000) |
Net loss from continuing operations | $ (26,033,000) | (1,882,000) | $ (27,481,000) | (5,306,000) |
Discontinued operations: | ||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 3,927,000 | 3,927,000 | ||
Loss from discontinued operations, net of tax | $ 124,000 | (3,564,000) | $ (51,000) | (10,923,000) |
Net loss | $ (25,909,000) | $ (1,519,000) | $ (27,532,000) | $ (12,302,000) |
Basic loss per common share: | ||||
Continuing operations (in dollars per share) | $ (0.32) | $ (0.06) | $ (0.35) | $ (0.12) |
Discontinued operations (in dollars per share) | 0.01 | (0.11) | ||
Net loss (in dollars per share) | $ (0.32) | (0.05) | $ (0.35) | (0.23) |
Diluted loss per common share: | ||||
Continuing operations (in dollars per share) | $ (0.32) | (0.06) | $ (0.35) | (0.12) |
Discontinued operations (in dollars per share) | 0.01 | (0.11) | ||
Net loss (in dollars per share) | $ (0.32) | $ (0.05) | $ (0.35) | $ (0.23) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 80,998 | 65,536 | 78,534 | 65,377 |
Diluted (in shares) | 80,998 | 65,536 | 78,534 | 65,377 |
Other comprehensive loss: | ||||
Net unrealized gain (loss) on foreign exchange rate translation | $ (36,000) | $ (626,000) | $ (108,000) | $ (725,000) |
Comprehensive loss | $ (25,945,000) | $ (2,145,000) | $ (27,640,000) | $ (13,027,000) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 6 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Mar. 31, 2015 | 344,001.1 | 66,013,130 | |||
Balance at Mar. 31, 2015 | $ 8,523 | $ 215,867 | $ (218,760) | $ 6 | $ 5,636 |
Net shares issued upon exercise of stock options and for restricted stock (in shares) | 97,693 | ||||
Net shares issued upon exercise of stock options and for restricted stock | $ (11) | (11) | |||
Issuance of common stock (in shares) | 8,400,000 | ||||
Issuance of common stock | $ 2,268 | 2,268 | |||
Share-based compensation | $ 183 | 183 | |||
Issuance of convertible preferred stock (in shares) | 9,375.36 | ||||
Issuance of convertible preferred stock | $ 282 | 282 | |||
Dividend for convertible preferred stock | $ (252) | (252) | |||
Net loss | $ (27,532) | (27,532) | |||
Unrealized loss on foreign exchange rate translation | $ (108) | (108) | |||
Stock Issued During Period, Shares, New Issues | 13,035,713 | ||||
Equity offering | $ 4,825 | 4,825 | |||
Balance at September 30, 2015 (in shares) at Sep. 30, 2015 | 353,376.46 | 87,546,536 | |||
Balance at September 30, 2015 at Sep. 30, 2015 | $ 8,805 | $ 222,880 | $ (246,292) | $ (102) | $ (14,709) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Net loss | $ (27,532) | $ (12,302) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Gain on sale of discontinued operations | (3,927) | |
Loss from discontinued operations, net of tax | $ 51 | 10,923 |
Gain on obligation settlement | (1,300) | |
Depreciation and amortization | $ 6,605 | 3,614 |
Amortization of debt acquisition costs | 348 | 1,076 |
Share-based compensation expense | 183 | $ 970 |
Goodwill and intangible impairment | 17,344 | |
Deferred income taxes | (555) | $ 1,117 |
Change in fair value of warrants and earn out | (3,723) | |
Changes in operating assets and liabilities | (3,362) | $ (7,121) |
Operating activities from discontinued operations, net | (159) | 9,351 |
Net cash provided by (used in) operating activities | $ (10,800) | 2,401 |
Investing activities: | ||
Proceeds from sale of Distribution business | 5,000 | |
Purchases of property, equipment and software, net | $ (3,002) | (5,200) |
Investing activities from discontinued operations, net | (32) | |
Net cash used in investing activities | $ (3,002) | (232) |
Financing activities: | ||
Proceeds from revolving line of credit | 61,688 | |
Payments on revolving line of credit | (100,050) | |
Proceeds from long-term debt | $ 5,000 | $ 35,000 |
Payments on long-term debt | (1,250) | |
Proceeds from equity offering | $ 6,775 | $ 9,928 |
Debt acquisition costs | (3,054) | |
Other | $ (1,093) | 1,233 |
Net cash provided by financing activities | 9,432 | 4,745 |
Net (decrease) increase in cash and cash equivalents | (4,370) | 6,914 |
Cash and cash equivalents at beginning of period | 6,381 | 13 |
Cash and cash equivalents at end of period | $ 2,011 | $ 6,927 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | Note 1 Organization and Basis of Presentation Speed Commerce, Inc. (the “Company” or “Speed Commerce”), a Minnesota corporation formed in 1983, is a provider of web platform development and hosting, customer care, fulfillment, order management, logistics and call center capabilities for clients. In April 2015, the Company announced that its Board of Directors had 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, Nicolaus & Company has been retained as financial and strategic advisor to the Company. The accompanying unaudited consolidated financial statements of Speed Commerce have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Because of the seasonal nature of the Company’s business, the operating results and cash flows for the three and six month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2016. For further information, refer to the consolidated financial statements and footnotes thereto included in Speed Commerce, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2015. Significant accounting policies There were no significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC for the year ended March 31, 2015 . 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. In July 2015, the FASB delayed the effective date of ASU 2014-09 and the new standard is now effective for the Company on April 1, 2018, and early application beginning April 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company is currently evaluating the effect that ASU 2014-15 will have on its financial statements and related disclosures. 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 2 - Acquisition
Note 2 - Acquisition | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2 Acquisition Fifth Gear On November 21, 2014, the Company completed the purchase of the Fifth Gear Assets. Total consideration included: $55.0 million in cash at closing, 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 Facility . 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. In April 2015, the purchase agreement was amended to increase the maximum number of common shares for the earn-out consideration that could be earned from 7,000,000 shares to 8,400,000 shares in conjunction with the April 2015 equity offering. A gain of $0.1 million and $2.2 million were recognized for the three and six months ended September 30, 2015 related to the contingent earn out obligation. The gain was included in other income (expense) in our statement of operations recorded under liability method. The Company issued 8.4 million shares, valued at $2.3 million, to the Sellers during the quarter ended September 30, 2015 pursuant to the earn out obligation. 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): 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 revenue of Fifth Gear, included in net revenue - in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended September 30, 2015 was $13.3 million and $28.1 million, respectively. Fifth Gear provided operating income of $1.2 million and $3.3 million to the consolidated Company’s operating income for the three and six months ended September 30, 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 at the beginning of each period presented . The pro forma presentation below does not include any impact of transaction costs or synergies. Three months ended Six months ended September 30, 2014 September 30, 2014 Net sales $ 36,383 $ 72,068 Loss from operations (3,864 ) (9,747 ) Net loss $ (3,536 ) $ (16,878 ) Loss per common share: Basic $ (0.05 ) $ (0.26 ) Diluted $ (0.05 ) $ (0.26 ) |
Note 3 - Supplemental Cash Flow
Note 3 - Supplemental Cash Flow Information | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | Note 3 Supplemental Cash Flow Information For the six months ended September 3 0, 2015 and 2014, net cash paid for income taxes was $32,000 and $26,000, respectively. For the six months ended September 30, 2015 and 2014, net cash paid for interest was $526,000 and $591,000, respectively. As part of the amended credit facility, $4.8 million of interest payable was converted to principal during the three and six months ended September 30, 2015. The following table provides the components of changes in operating assets and liabilities (unaudited): Six Months Ended September 30, 2015 2014 Accounts receivable $ (1,163 ) $ (3,388 ) Inventory 112 - Prepaid expenses (173 ) (1,481 ) Other assets (2,716 ) (14,949 ) Accounts payable (7,162 ) 2,016 Accrued expenses and other liabilities 7,740 10,681 Changes in operating assets and liabilities $ (3,362 ) $ (7,121 ) |
Note 4 - Intangible Assets
Note 4 - Intangible Assets | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 4 Intangible Assets Intangible Asset Summary Identifiable intangible assets, with zero residual value, are being amortized (except for the trademarks which have an indefinite life) over useful lives of five years for developed technology, eight to fourteen years for customer relationships, seven years for the domain name, and three to five years for internal-use software and are valued as follows (in thousands): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Developed technology $ 4,832 $ (3,058 ) $ 1,774 $ 4,832 $ (2,595 ) $ 2,237 Customer relationships 34,590 (6,495 ) 28,095 34,590 (4,290 ) 30,300 Domain name 135 (48 ) 87 135 (38 ) 97 Internal-use software 8,662 (1,478 ) 7,184 7,048 (475 ) 6,573 Tradename 522 (435 ) 87 522 (174 ) 348 Trademarks (not amortized) 2,100 - 2,100 2,800 - 2,800 $ 50,841 $ (11,514 ) $ 39,327 $ 49,927 $ (7,572 ) $ 42,355 Aggregate amortization expense for the three months ended September 30, 2015 and 2014 was $2.2 million and $0.9 million, respectively. Aggregate amortization expense for the six months ended September 30, 2015 and 2014 was $3.9 million and $1.7 million, respectively. Impairment of Goodwill and Intangible Assets 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. During the second quarter of fiscal 2015, the Company identified potential indicators of impairment including its declining price per share of common stock and issues with its ability to repay its debt as scheduled and maintain compliance with its financial covenants. Therefore, the Company performed Step 2 assessments of its goodwill and intangible assets using widely-accepted valuation techniques and recorded impairment charges reducing goodwill and trademarks by $16.6 million and $0.7 million, respectively as of September 30, 2015. The impairment charges were allocated to the Company's two reporting units, SCC and Fifth Gear, by comparing the carrying value of the relevant reporting unit to the fair value of that reporting unit. 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): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Debt issuance costs $ 4,220 $ 1,264 Less: accumulated amortization (432 ) (84 ) Debt issuance costs, net $ 3,788 $ 1,180 Amortization expense was $285,000 and $180,000 for the three months ended September 30, 2015 and 2014, respectively and was included in interest expense. Amortization expense was $348,000 and $260,000 for the six months ended September 30, 2015 and 2014, respectively and was included in interest expense. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Furniture and fixtures $ 801 $ 638 Building 1,700 1,700 Computer and office equipment 10,906 10,367 Warehouse equipment 16,080 15,338 Leasehold improvements 2,234 2,100 Construction in progress 1,061 1,645 Total 32,782 31,788 Less: accumulated depreciation and amortization (11,391 ) (8,716 ) Net property and equipment $ 21,391 $ 23,072 Depreciation and amortization expense was $1.3 million and $ 0.9 million for the three months ended September 30, 2015 and 2014, respectively. Depreciation and amortization expense was $2.7 million and $1.8 million for the six months ended September 30, 2015 and 2014, respectively. Net long-lived assets held were $21.2 million and $22.8 million in the United States, and $209,000 and $279,000 in Mexico at September 3 0, 2015 and March 31, 2015, respectively. |
Note 6 - Other Long-term Assets
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 6 Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities Other long-term assets consisted of the following (in thousands): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Debt issuance costs, net $ 3,788 $ 1,180 Deferred costs 4,226 6,672 Note receivable - 1,459 Deposits and other 3,037 2,957 Total other long-term assets $ 11,051 $ 12,268 Accrued expenses consisted of the following (in thousands): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Compensation and benefits $ 2,249 $ 2,336 Earn out obligation - 4,480 Warrant 1,365 261 Accrued credit facility fees 2,956 - Other 2,089 2,785 Total accrued expenses $ 8,659 $ 9,862 Other current liabilities consisted of the following (in thousands): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Deferred revenue $ 6,326 $ 3,697 Tax payable 41 39 Lease obligations 1,024 1,071 Line of credit for inventory purchases 1,875 1,443 Provision for customer losses 1,357 3,612 Total other current liabilities $ 10,623 $ 9,862 Other long-term liabilities consisted of the following (in thousands): September 30, 2015 March 31, 2015 (Unaudited) (Audited) Deferred rent $ 6,627 $ 7,748 Deferred revenue 2,597 4,424 Lease obligations 228 537 Provision for customer losses 1,003 1,969 Other 936 912 Total other long-term liabilities $ 11,391 $ 15,590 In the fourth quarter of fiscal 2015, we recorded a provision for anticipated losses on contracts of SCC’s web development only client projects of $5.3 million based upon contractual site requirements that required significantly more customization programming than anticipated. As of September 30, 2015 the remaining total provision was $2.4 million, which includes a $1.1 million reduction in the liability due to changes in estimates of losses as certain projects were completed sooner than originally estimated. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 7 Commitments and Contingencies Litigation and Proceedings In the normal course of business, the Company is involved in a number of litigation/arbitration and administrative/regulatory matters that are incidental to the operation of the Company’s business. These proceedings generally include, among other things, various matters with regard to products distributed by the Company and services provided by the Company, disagreements regarding ownership of intellectual property, the payment of amounts owed by the Company to third parties, and the collection of accounts receivable owed to the Company. The Company does not currently believe that the resolution of any pending matters will have a material adverse effect on the Company’s financial position or liquidity, but an adverse decision in more than one could be material to the Company’s consolidated results of operations. No amounts were accrued with respect to proceedings as of September 30, 2015 and March 31, 2015, respectively as not probable or estimable. |
Note 8 - Bank Financing and Deb
Note 8 - Bank Financing and Debt | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 8 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 Amended and Restated Credit Facility replaced in its entirety the Company’s prior credit facility dated July 9, 2014. On May 8, 2015, the Company entered into a Consent and Second Amendment to Amended and Restated Credit Facility. Pursuant to the Amendment, among other things, (i) the Company obtained 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 Company obtained 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 agreed to 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. The interest rate on the Second Amended and Restated Credit Facility at September 30, 2015 was 12%. On June 30, 2015, the Company entered into the Third Amendment to the Amended and Restated Credit Facility to modify certain terms with respect to the timing of certain payments under the Credit Agreement. On July 22, 2015, the Company entered into the Fifth Amendment to the Amended and Restated Credit Facility to provide up to an additional $5 million of term loans of which $2 million were funded to the Company. The remaining $3 million were funded to the Company on August 20, 2015 . On September 17, 2015, the Company entered into the Sixth Amendment to the Amended and Restated Credit Facility to delete certain non-financial covenants and to waive any defaults by the Company. As of September 30, 2015, the Company obtained a waiver of compliance with all covenants of the credit facility, as amended. Due to uncertainties in the Company’s ability to determine whether or not it will be able to meet loan covenants through March 31, 2016, the entire balance owed under the credit facility has been reclassified as a current liability in accompanying consolidated balance sheet as of September 30, 2015 (See Note 11 Subsequent Events). In addition to the convenants discussed above, 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. See also Note 11 Subsequent Events. The credit facility is secured by a first priority security interest on substantially all of the Company’s assets. SPEED COMMERCE, INC. 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 September 30, 2015 the facility had an outstanding balance of $1.9 million which is included in other current liabilities and an interest rate of 2.5%. 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 $1.3 million and $1.6 million at September 30, 2015 and March 31, 2015, respectively. Therefore, at September 30, 2015 and March 31, 2015, 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. The Company has 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, 2017. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 9 Income Taxes For the three months ended September 30, 2015, the Company recorded income tax benefit from continuing operations of $674,000, compared to income tax expense from continuing operations of $119 ,000 for the three months ended September 30, 2014. The tax benefit for the three months ended September 30, 2015 primarily relates to the impairment of indefinate lived intangibles for which a deferred tax liability must be recorded. The Company will continue to incur deferred tax expense in the future as tax amortization occurs. The effective income tax rate applied to continuing operations for the three months ended September 30, 2015 was a positive 2.5%, compared to a negative 6.7% for the three months ended September 30, 2014. For the six months ended September 30, 2015, the Company recorded income tax benefit from continuing operations of $466,000, compared to income tax expense from continuing operations of $173,000 for the six months ended September 30, 2014. The effective income tax rate applied to continuing operations for the six months ended September 30, 2015 was a positive 1.7%, compared to a negative 3.4% for the six months ended September 30, 2014. The Company does not consider any foreign earnings as permanently reinvested in foreign jurisdictions and records deferred tax liabilities for temporary differences related to its foreign operations. Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income streams and the impact of tax planning strategies. A valuation allowance is recorded to reduce deferred tax assets when it is determined that it is more likely than not, based on the weight of available evidence, the Company would not be able to realize all or part of its deferred tax assets. An assessment is required of all available evidence, both positive and negative, to determine the amount of any required valuation allowance. As of September 30, 2015 and March 31, 2015 , the Company had a valuation allowance of $60.7 million and $53.5 million, which has been recorded to offset net deferred tax assets of $60.0 million and $52.2 million, respectively . The net deferred tax assets before valuation allowance are composed of temporary differences, primarily related to net operating loss carryforwards, which will begin to expire in fiscal 2029. The Company also has foreign tax credit carryforwards which will begin to expire in 2016. As of September 30, 2015 and March 31, 2015, the Company provided for a liability of $1.0 million and $1.0 million, respectively, for unrecognized tax benefits (excluding interest and penalties) related to various income tax matters, which was included in long-term deferred tax liabilities. The Company does not anticipate that the total unrecognized tax benefits will significantly change prior to March 31, 2016 . |
Note 10 - Shareholders' Equity
Note 10 - Shareholders' Equity and Earnings (loss) Per Share | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Shareholders’ Equity and Earnings (loss) Per Share 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. On October 6, 2015, the Company received approval from NASDAQ to transfer the listing of its common stock from the NASDAQ Global Market to the NASDAQ Capital Market. This transfer was effective upon the opening of business on October 8, 2015. Following the transfer of its listing, the Company has been granted an additional 180-day grace period to regain compliance with NASDAQ's $1.00 minimum bid price requirement. To regain compliance and qualify for continued listing on the NASDAQ Capital Market, the minimum bid price per share of the Company’s common stock must be at least $1.00 for at least ten consecutive business days during the additional 180-day grace period, which will end on April 4, 2016. If the Company fails to regain compliance during this grace period, its common stock will be subject to delisting by NASDAQ. The Company has provided written notice of its intention to cure the minimum bid price deficiency during the second grace period by carrying out a reverse stock split, if necessary. 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, we sold 13,035,713 shares of our common stock, Series A Warrants to purchase up to 7,776,784 shares of our common stock and Series B Warrants to purchase up to 2,000,000 shares of our common stock. Each share of our common stock was sold together with 0.597 of a Series A Warrant to purchase one share of our common stock at an exercise price of $0.56 per share and 0.153 of a Series B Warrant to purchase one share of our common stock at an exercise price of $0.56 per share. The Company received net proceeds of $6.8 million. The Series A Warrants are exercisable on the one-year anniversary of the date of issuance and expire on the fifth anniversary of the date they first become exercisable. The Series B Warrants are exercisable beginning one year and one day from the date of issuance and will expire on the fifth anniversary of the date they first become exercisable. The shares of common stock, the Series A Warrants and the Series B Warrants are immediately separable. Based on fair value allocation $2.0 million of the proceeds from the stock offering were assigned to the warrants and included in other current liabilities. The warrants are accounted for as liability awards and subject to mark-to-market accounting. 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. In connection with the equity issuance, certain members of our executive management team and board of directors cancelled a total of 2,327,606 granted options. As a result, the Company recorded a non-cash $0.3 million reduction of stock compensation expense within general and administrative expense in the statement of operations. On June 30, 2015, shareholders approved an amendment to Speed Commerce, Inc.’s Amended and Restated Articles of Incorporation increasing the number of authorized shares of common stock from 100,000,000 to 200,000,000. In first six months of fiscal year 2016, we recognized $1.5 million of gain for as fair value adjustments which is included in other income (expense) in our statement of operations for Series A, Series B and Series C Warrants. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): Three Months Ended September 30, Six Months Ended September 30, 2015 2014 2015 2014 Numerator: Net loss from continuing operations $ (26,033 ) $ (1,882 ) $ (27,481 ) $ (5,306 ) Dividend for convertible preferred stock, Series C dividends (131 ) (178 ) (252 ) (232 ) Accretion of convertible preferred stock, Series C - (1,670 ) - (2,131 ) Income (loss) from discontinued operations, net of tax 124 363 (51 ) (6,996 ) Net loss attributable to common shareholders $ (26,040 ) $ (3,367 ) $ (27,784 ) $ (14,665 ) Denominator: Denominator for basic loss per share — weighted average shares 80,998 65,536 78,534 65,377 Denominator for diluted loss per share — weighted-average shares 80,998 65,536 78,534 65,377 Basic earnings (loss) per common share Continuing operations $ (0.32 ) $ (0.06 ) $ (0.35 ) $ (0.12 ) Discontinued operations - 0.01 - (0.11 ) Net loss $ (0.32 ) $ (0.05 ) $ (0.35 ) $ (0.23 ) Diluted earnings (loss) per common share Continuing operations $ (0.32 ) $ (0.06 ) $ (0.35 ) $ (0.12 ) Discontinued operations - 0.01 - (0.11 ) Net loss $ (0.32 ) $ (0.05 ) $ (0.35 ) $ (0.23 ) Due to the Company’s net loss for the three months ended September 30, 2015 and 2014, diluted loss per share excludes 2.9 million and 2.0 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive . The per share amounts also exclude the as-if conversion of the preferred stock and warrants as their inclusion would have been anti-dilutive for the three and six months ended September 30, 2015. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 11 Subsequent Events On October 6, 2015, the Company entered into the Seventh Amendment to the Amended and Restated Credit Facility to provide up to an additional $3 million of term loans of which $1.5 million were funded to the Company. The Company may request that the remaining $1.5 million to be funded at any time prior to December 23, 2015. The financial terms are generally consistent with those of the existing borrowings provided to the Company under the credit agreement. On October 9, 2015, the Company entered into a Second Amendment Agreement with Wynit Distribution, LLC to reduce the current principal of a promissory note receivable from Wynit to zero; discharged any and all indemnification claims by Buyers arising from the purchase; and eliminates Buyers’ ability to make any other claims relating to the representations and warranties. The reduction in the value of the note receivable of $1.4 million was recognized as of September 30, 2015 as Type I subsequent event. Accordingly, the Company reduced the value of the note receivable, which was included as a long-term other asset, to zero and recognized a loss on sale of discontinued operations in the statement of operations of $1.4 million for the three months ended September 30, 2015. On November 16, 2015, the Company entered into the Eighth Amendment to the Amended and Restated Credit Facility which waived all covenant violations through September 30, 2015. Due to uncertainties in the Company’s ability to determine whether it will be able to meet existing loan covenants through March 31, 2016, the Credit Facility has been reclassified as a current liability in the accompanying consolidated balance sheet as of September 30, 2015. The amendment deleted prior non-financial covenants and includes a covenant that the Company enter into an agreement to sell all or substantially all of its business which is satisfactory to the lenders by December 11, 2015. Through September 30, 2015, the Company has made every scheduled payment of principal and interest on its Credit Facility, as amended. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2016, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. 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 2 - Acquisition (Tables)
Note 2 - Acquisition (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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] | Three months ended Six months ended September 30, 2014 September 30, 2014 Net sales $ 36,383 $ 72,068 Loss from operations (3,864 ) (9,747 ) Net loss $ (3,536 ) $ (16,878 ) Loss per common share: Basic $ (0.05 ) $ (0.26 ) Diluted $ (0.05 ) $ (0.26 ) |
Note 3 - Supplemental Cash Fl20
Note 3 - Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Cash Flow, Operating Capital [Table Text Block] | Six Months Ended September 30, 2015 2014 Accounts receivable $ (1,163 ) $ (3,388 ) Inventory 112 - Prepaid expenses (173 ) (1,481 ) Other assets (2,716 ) (14,949 ) Accounts payable (7,162 ) 2,016 Accrued expenses and other liabilities 7,740 10,681 Changes in operating assets and liabilities $ (3,362 ) $ (7,121 ) |
Note 4 - Intangible Assets (Tab
Note 4 - Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2015 March 31, 2015 (Unaudited) (Audited) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Developed technology $ 4,832 $ (3,058 ) $ 1,774 $ 4,832 $ (2,595 ) $ 2,237 Customer relationships 34,590 (6,495 ) 28,095 34,590 (4,290 ) 30,300 Domain name 135 (48 ) 87 135 (38 ) 97 Internal-use software 8,662 (1,478 ) 7,184 7,048 (475 ) 6,573 Tradename 522 (435 ) 87 522 (174 ) 348 Trademarks (not amortized) 2,100 - 2,100 2,800 - 2,800 $ 50,841 $ (11,514 ) $ 39,327 $ 49,927 $ (7,572 ) $ 42,355 |
Schedule of Other Assets [Table Text Block] | September 30, 2015 March 31, 2015 (Unaudited) (Audited) Debt issuance costs $ 4,220 $ 1,264 Less: accumulated amortization (432 ) (84 ) Debt issuance costs, net $ 3,788 $ 1,180 |
Note 5 - Property and Equipme22
Note 5 - Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2015 March 31, 2015 (Unaudited) (Audited) Furniture and fixtures $ 801 $ 638 Building 1,700 1,700 Computer and office equipment 10,906 10,367 Warehouse equipment 16,080 15,338 Leasehold improvements 2,234 2,100 Construction in progress 1,061 1,645 Total 32,782 31,788 Less: accumulated depreciation and amortization (11,391 ) (8,716 ) Net property and equipment $ 21,391 $ 23,072 |
Note 6 - Other Long-term Asse23
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Other Assets and Other Liabilities [Table Text Block] | September 30, 2015 March 31, 2015 (Unaudited) (Audited) Debt issuance costs, net $ 3,788 $ 1,180 Deferred costs 4,226 6,672 Note receivable - 1,459 Deposits and other 3,037 2,957 Total other long-term assets $ 11,051 $ 12,268 |
Note 10 - Shareholders' Equit24
Note 10 - Shareholders' Equity and Earnings (loss) Per Share (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2015 2014 2015 2014 Numerator: Net loss from continuing operations $ (26,033 ) $ (1,882 ) $ (27,481 ) $ (5,306 ) Dividend for convertible preferred stock, Series C dividends (131 ) (178 ) (252 ) (232 ) Accretion of convertible preferred stock, Series C - (1,670 ) - (2,131 ) Income (loss) from discontinued operations, net of tax 124 363 (51 ) (6,996 ) Net loss attributable to common shareholders $ (26,040 ) $ (3,367 ) $ (27,784 ) $ (14,665 ) Denominator: Denominator for basic loss per share — weighted average shares 80,998 65,536 78,534 65,377 Denominator for diluted loss per share — weighted-average shares 80,998 65,536 78,534 65,377 Basic earnings (loss) per common share Continuing operations $ (0.32 ) $ (0.06 ) $ (0.35 ) $ (0.12 ) Discontinued operations - 0.01 - (0.11 ) Net loss $ (0.32 ) $ (0.05 ) $ (0.35 ) $ (0.23 ) Diluted earnings (loss) per common share Continuing operations $ (0.32 ) $ (0.06 ) $ (0.35 ) $ (0.12 ) Discontinued operations - 0.01 - (0.11 ) Net loss $ (0.32 ) $ (0.05 ) $ (0.35 ) $ (0.23 ) |
Note 2 - Acquisition (Details T
Note 2 - Acquisition (Details Textual) - USD ($) $ in Thousands | Nov. 21, 2014 | Apr. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 |
Fifth Gear [Member] | Maximum [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,000,000 | 8,400,000 | |||||
Fifth Gear [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Business Combination, Contingent Consideration, Liability | $ 10,400 | $ 10,400 | |||||
Fifth Gear [Member] | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 13,300 | 28,100 | |||||
Operating Income (Loss) | 1,200 | 3,300 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 55,000 | ||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | $ 100 | 2,200 | |||||
Stock Issued During Period, Shares, Acquisitions | 8,400,000 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 2,300 | ||||||
Goodwill | $ 32,311 | ||||||
Operating Income (Loss) | (22,547) | $ (1,995) | (24,184) | $ (4,699) | |||
Stock Issued During Period, Value, Acquisitions | 2,268 | ||||||
Goodwill | $ 28,358 | $ 28,358 | $ 45,002 |
Note 2 - Purchase Price Allocat
Note 2 - Purchase Price Allocation (Details) $ in Thousands | Nov. 21, 2014USD ($) |
Fifth Gear [Member] | Developed Technology Rights [Member] | |
The Fifth Gear purchase price was allocated as follows: | |
Purchased intangibles | $ 3,070 |
Fifth Gear [Member] | Customer Relationships [Member] | |
The Fifth Gear purchase price was allocated as follows: | |
Purchased intangibles | 20,100 |
Fifth Gear [Member] | Trade Names [Member] | |
The Fifth Gear purchase price was allocated as follows: | |
Purchased intangibles | 522 |
Fifth Gear [Member] | |
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 |
Goodwill | 32,311 |
Accounts payable | (1,513) |
Accrued expenses and other liabilities | (2,444) |
$ 64,755 |
Note 2 - Pro Forma Information
Note 2 - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Net sales | $ 36,383 | $ 72,068 |
Loss from operations | (3,864) | (9,747) |
Net loss | $ (3,536) | $ (16,878) |
Loss per common share: | ||
Basic (in dollars per share) | $ (0.05) | $ (0.26) |
Diluted (in dollars per share) | $ (0.05) | $ (0.26) |
Note 3 - Supplemental Cash Fl28
Note 3 - Supplemental Cash Flow Information (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Interest Payable Converted to Principal | $ 4,800,000 | $ 4,800,000 | |
Income Taxes Paid, Net | 32,000 | $ 26,000 | |
Interest Paid, Net | $ 526,000 | $ 591,000 |
Note 3 - Changes in Operating A
Note 3 - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Accounts receivable | $ (1,163) | $ (3,388) |
Inventory | 112 | |
Prepaid expenses | (173) | $ (1,481) |
Other assets | (2,716) | (14,949) |
Accounts payable | (7,162) | 2,016 |
Accrued expenses and other liabilities | 7,740 | 10,681 |
Changes in operating assets and liabilities | $ (3,362) | $ (7,121) |
Note 4 - Intangible Assets (Det
Note 4 - Intangible Assets (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
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 | 14 years | |||
Internet Domain Names [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Computer Software, Intangible Asset [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
SCC [Member] | Trademarks [Member] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 700,000 | |||
SCC [Member] | ||||
Goodwill, Impairment Loss | 16,600,000 | |||
Interest Expense [Member] | ||||
Amortization of Financing Costs | 285,000 | $ 180,000 | $ 348,000 | $ 260,000 |
Amortization of Intangible Assets | $ 2,200,000 | $ 900,000 | $ 3,900,000 | 1,700,000 |
Number of Reporting Units | 2 | |||
Amortization of Financing Costs | $ 348,000 | $ 1,076,000 |
Note 4 - Intangible Asset Summa
Note 4 - Intangible Asset Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Developed Technology Rights [Member] | ||
Gross carrying amount | $ 4,832 | $ 4,832 |
Accumulated amortization | (3,058) | (2,595) |
Net | 1,774 | 2,237 |
Customer Relationships [Member] | ||
Gross carrying amount | 34,590 | 34,590 |
Accumulated amortization | (6,495) | (4,290) |
Net | 28,095 | 30,300 |
Internet Domain Names [Member] | ||
Gross carrying amount | 135 | 135 |
Accumulated amortization | (48) | (38) |
Net | 87 | 97 |
Computer Software, Intangible Asset [Member] | ||
Gross carrying amount | 8,662 | 7,048 |
Accumulated amortization | (1,478) | (475) |
Net | 7,184 | 6,573 |
Trade Names [Member] | ||
Gross carrying amount | 522 | 522 |
Accumulated amortization | (435) | (174) |
Net | 87 | 348 |
Trademarks [Member] | ||
Net | 2,100 | 2,800 |
Carrying amount | 2,100 | 2,800 |
Gross carrying amount | 50,841 | 49,927 |
Accumulated amortization | (11,514) | (7,572) |
Net | $ 39,327 | $ 42,355 |
Note 4 - Debt Issuance Costs (D
Note 4 - Debt Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Debt issuance costs | $ 4,220 | $ 1,264 |
Less: accumulated amortization | (432) | (84) |
Debt issuance costs, net | $ 3,788 | $ 1,180 |
Note 5 - Property and Equipme33
Note 5 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
UNITED STATES | |||||
Long-Lived Assets | $ 21,200,000 | $ 21,200,000 | $ 22,800,000 | ||
MEXICO | |||||
Long-Lived Assets | 209,000 | 209,000 | $ 279,000 | ||
Depreciation | $ 1,300,000 | $ 900,000 | $ 2,700,000 | $ 1,800,000 |
Note 5 - Property and Equipme34
Note 5 - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | $ 801 | $ 638 |
Building [Member] | ||
Property and equipment, gross | 1,700 | 1,700 |
Computer Equipment [Member] | ||
Property and equipment, gross | 10,906 | 10,367 |
Other Machinery and Equipment [Member] | ||
Property and equipment, gross | 16,080 | 15,338 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 2,234 | 2,100 |
Construction in Progress [Member] | ||
Property and equipment, gross | 1,061 | 1,645 |
Property and equipment, gross | 32,782 | 31,788 |
Less: accumulated depreciation and amortization | (11,391) | (8,716) |
Net property and equipment | $ 21,391 | $ 23,072 |
Note 6 - Other Long-term Asse35
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Details Textual) - USD ($) $ in Millions | 6 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2015 | |
Provision of Customer Losses | $ 2.4 | $ 5.3 |
Changes in Estimates from Completion of Projects | $ 1.1 |
Note 6 - Other Long-term Asse36
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Debt issuance costs, net | $ 3,788 | $ 1,180 |
Deferred costs | $ 4,226 | 6,672 |
Notes, Loans and Financing Receivable, Net, Noncurrent | 1,459 | |
Deposits and other | $ 3,037 | 2,957 |
Total other long-term assets | $ 11,051 | $ 12,268 |
Note 6 - Other Long-term Asse37
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Compensation and benefits | $ 2,249 | $ 2,336 |
Earn out obligation | 4,480 | |
Warrant | $ 1,365 | $ 261 |
Accrued credit facility fees | 2,956 | |
Other | 2,089 | $ 2,785 |
Total accrued expenses | $ 8,659 | $ 9,862 |
Note 6 - Other Long-term Asse38
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Deferred revenue | $ 6,326 | $ 3,697 |
Tax payable | 41 | 39 |
Lease obligations | 1,024 | 1,071 |
Line of credit for inventory purchases | 1,875 | 1,443 |
Provision for customer losses | 1,357 | 3,612 |
Total other current liabilities | $ 10,623 | $ 9,862 |
Note 6 - Other Long-term Asse39
Note 6 - Other Long-term Assets, Accrued Expenses, Other Current Liabilities and Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Deferred rent | $ 6,627 | $ 7,748 |
Deferred revenue | 2,597 | 4,424 |
Lease obligations | 228 | 537 |
Provision for customer losses | 1,003 | 1,969 |
Other | 936 | 912 |
Total other long-term liabilities | $ 11,391 | $ 15,590 |
Note 8 - Bank Financing and D40
Note 8 - Bank Financing and Debt (Details Textual) - USD ($) | May. 08, 2015 | Nov. 21, 2014 | Nov. 21, 2014 | Apr. 14, 2011 | Sep. 30, 2015 | Aug. 20, 2015 | Jul. 22, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 |
Amended and Restated Credit Facility [Member] | Maximum [Member] | ||||||||||
Financial Covenants Add-back | $ 2,500,000 | |||||||||
Amended and Restated Credit Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 1.00% | |||||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,000,000 | |||||||||
Amended and Restated Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 11.00% | |||||||||
Amended and Restated Credit Facility [Member] | ||||||||||
Debt Instrument, Term | 5 years | |||||||||
Debt Instrument, Face Amount | $ 100,000,000 | $ 100,000,000 | ||||||||
Debt Principal 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% | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 2.00% | |||||||||
Line of Credit Facility, Interest Rate at Period End | 12.00% | |||||||||
Term Loan Credit Facility [Member] | Closing Date Loans [Member] | ||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||
Term Loan Credit Facility [Member] | ||||||||||
Debt Instrument, Term | 5 years | |||||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 5,000,000 | ||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||
Line of Credit Facility, Interest Rate at Period End | 2.50% | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000 | $ 3,500,000 | ||||||||
Line of Credit, Current | $ 1,900,000 | |||||||||
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 | |||||||||
Cash and Cash Equivalents, at Carrying Value | 2,011,000 | $ 6,381,000 | $ 6,927,000 | $ 13,000 | ||||||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 1,300,000 | $ 1,600,000 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Income Tax Expense (Benefit) | $ (674,000) | $ 119,000 | $ (466,000) | $ 173,000 | |
Effective Income Tax Rate Reconciliation, Percent | (2.50%) | (6.70%) | (1.70%) | (3.40%) | |
Deferred Tax Assets, Valuation Allowance | $ 60,700,000 | $ 60,700,000 | $ 53,500,000 | ||
Deferred Tax Assets, Net, Before Valuation Allowance | 60,000,000 | 60,000,000 | 52,200,000 | ||
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Note 10 - Shareholders' Equit42
Note 10 - Shareholders' Equity and Earnings (loss) Per Share (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 16, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 29, 2015 | Mar. 31, 2015 |
Series A Warrant [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,776,784 | |||||||
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 | |||||||
Series B Warrant [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | |||||||
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 | |||||||
Series C Warrants [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.68 | |||||||
Portion Assigned to Warrants [Member] | Warrant [Member] | Other Current Liabilities [Member] | ||||||||
Proceeds from Issuance of Common Stock | $ 2,000 | |||||||
General and Administrative Expense [Member] | ||||||||
Reduction in Allocated Share-based Compensation Expense | $ 300 | |||||||
Other Nonoperating Income (Expense) [Member] | Warrant [Member] | ||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 1,500 | |||||||
Series D Preferred Stock [Member] | ||||||||
Convertible Preferred Stock, Conversion Price | $ 1.19 | |||||||
Stock Issued During Period, Shares, New Issues | 13,035,713 | |||||||
Proceeds from Issuance of Common Stock | $ 6,800 | $ 6,775 | $ 9,928 | |||||
Class of Warrant or Right Term | 5 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 2,327,606 | |||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,900,000 | 2,000,000 |
Note 10 - Computation of Basic
Note 10 - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss from continuing operations | $ (26,033) | $ (1,882) | $ (27,481) | $ (5,306) |
Dividend for convertible preferred stock, Series C dividends | $ (131) | (178) | $ (252) | (232) |
Accretion of convertible preferred stock, Series C | (1,670) | (2,131) | ||
Income (loss) from discontinued operations, net of tax | $ 124 | 363 | $ (51) | (6,996) |
Net loss attributable to common shareholders | $ (26,040) | $ (3,367) | $ (27,784) | $ (14,665) |
Denominator for basic loss per share — weighted average shares (in shares) | 80,998 | 65,536 | 78,534 | 65,377 |
Denominator for diluted loss per share — weighted-average shares (in shares) | 80,998 | 65,536 | 78,534 | 65,377 |
Basic loss per common share: | ||||
Continuing operations (in dollars per share) | $ (0.32) | $ (0.06) | $ (0.35) | $ (0.12) |
Discontinued operations (in dollars per share) | 0.01 | (0.11) | ||
Net loss (in dollars per share) | $ (0.32) | (0.05) | $ (0.35) | (0.23) |
Diluted loss per common share: | ||||
Continuing operations (in dollars per share) | $ (0.32) | (0.06) | $ (0.35) | (0.12) |
Discontinued operations (in dollars per share) | 0.01 | (0.11) | ||
Net loss (in dollars per share) | $ (0.32) | $ (0.05) | $ (0.35) | $ (0.23) |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 23, 2015 | Oct. 06, 2015 | Aug. 20, 2015 | Jul. 22, 2015 | Mar. 31, 2015 | |
Other Noncurrent Assets [Member] | Wynit Distribution, LLC [Member] | |||||||||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 0 | $ 0 | |||||||
Wynit Distribution, LLC [Member] | |||||||||
Increase (Decrease) in Notes Receivables | (1,400,000) | ||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ (1,400,000) | ||||||||
Subsequent Event [Member] | Term Loan Credit Facility [Member] | Closing Date Loans [Member] | |||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||
Subsequent Event [Member] | Term Loan Credit Facility [Member] | |||||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||||
Term Loan Credit Facility [Member] | Closing Date Loans [Member] | |||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||
Term Loan Credit Facility [Member] | |||||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 5,000,000 | |||||||
Scenario, Forecast [Member] | |||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 1,459,000 | ||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 3,927,000 | $ 3,927,000 |