UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the quarterly period ended September 30, 2014
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the transition period from  to

 

Commission File Number 0-22982

 

SPEED COMMERCE, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota	41-1704319
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

 

1303 E. Arapaho Road, Suite 200, Richardson, TX 75081

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (866) 377-3331

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑      No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐	Accelerated filer ☑	Non-accelerated filer ☐	Smaller reporting company ☐
		(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practiable date.

 

Class

Outstanding at November 7, 2014

Common Stock, No Par Value

65,904,043 shares

 

 

SPEED COMMERCE, INC.

 

Index

 

 

PART I. FINANCIAL INFORMATION	3
Item 1. Consolidated Financial Statements.	3
Consolidated Balance Sheets — September 30, 2014 and March 31, 2014	3
Consolidated Statements of Operations and Comprehensive Loss— Three and Six Months ended September 30, 2014 and 2013	4
Consolidated Statements of Shareholders’ Equity – September 30, 2014	5
Consolidated Statements of Cash Flows — Six Months ended September 30, 2014 and 2013	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	21
Item 4. Controls and Procedures.	21
PART II. OTHER INFORMATION	21
Item 1. Legal Proceedings.	21
Item 1A. Risk Factors.	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3. Defaults Upon Senior Securities.	21
Item 4. Mine Safety Disclosures.	21
Item 5. Other Information.	22
Item 6. Exhibits.	22
SIGNATURES	23

 

 

PART I. FINANCIAL INFORMATION 

 

Item 1. Consolidated Financial Statements. 

 

SPEED COMMERCE, INC.

Consolidated Balance Sheets

(In thousands, except share amounts)

 

		September 30,				March 31,
		2014				2014
		(Unaudited)				(Audited)
Assets
Current assets:
Cash and cash equivalents		$	6,927			$	13
Accounts receivable, net			21,915				18,527
Prepaid expenses			2,205				1,000
Deferred costs			4,660				1,708
Assets of discontinued operations			-				102,278
Total current assets			35,707				123,526
Property and equipment, net			17,153				15,409
Other assets:
Intangible assets, net			20,924				19,596
Goodwill			30,665				30,665
Assets of discontinued operations			-				7,578
Other long-term assets			19,889				5,914
Total assets		$	124,338			$	202,688
Liabilities and shareholders’ equity
Current liabilities:
Revolving line of credit		$	-			$	38,362
Current portion of long-term debt			875				-
Accounts payable			14,699				12,683
Accrued expenses			6,246				1,730
Deferred payment obligation short-term - acquisition			1,104				1,104
Liabilities related to assets of discontinued operations			-				88,388
Other current liabilities			4,372				4,279
Total current liabilities			27,296				146,546
Long-term liabilities:
Deferred payment obligation long-term - acquisition			303				1,380
Deferred tax liabilities - long term			2,405				1,288
Liabilities related to assets of discontinued operations			-				7
Long-term debt			34,125				-
Other long-term liabilities			11,537				2,072
Total liabilities			75,666				151,293
Commitments and contingencies (Note 7)
Shareholders’ equity:
Preferred stock, no par value: Authorized shares — 10,000,000; issued and outstanding shares — 3,333,333 at September 30, 2014 and zero at March 31, 2014			6,796				-
Common stock, no par value: Authorized shares — 100,000,000; issued and outstanding shares — 65,829,512 at September 30, 2014 and 65,208,193 at March 31, 2014			216,862				213,354
Accumulated deficit			(175,036	)			(162,734	)
Accumulated other comprehensive income			50				775
Total shareholders’ equity			48,672				51,395
Total liabilities and shareholders’ equity		$	124,338			$	202,688

 

See accompanying notes to consolidated financial statements.

 

 

SPEED COMMERCE, INC.

Consolidated Statements of Operations and Comprehensive Loss

(In thousands)

(Unaudited)

 

		Three Months Ended September 30,								Six Months Ended September 30,
		2014				2013				2014				2013
Net revenue		$	23,067			$	28,562			$	45,127			$	50,578
Cost of revenue			17,555				22,935				34,896				38,946
Gross profit			5,512				5,627				10,231				11,632
Operating expenses:
Selling and marketing			763				585				1,765				1,147
General and administrative			3,943				3,986				7,751				8,162
Information technology			956				718				1,800				1,377
Depreciation and amortization			1,845				1,305				3,614				2,619
Total operating expenses			7,507				6,594				14,930				13,305
Loss from operations			(1,995	)			(967	)			(4,699	)			(1,673	)
Other income (expense):
Interest expense, net			(838	)			(418	)			(1,379	)			(798	)
Loss on early extinguishment of debt, net			(816	)			-				(816	)			-
Other income			1,886				-				1,761				10
Loss from continuing operations, before income tax			(1,763	)			(1,385	)			(5,133	)			(2,461	)
Income tax expense from continuing operations			(119	)			(9	)			(173	)			(28	)
Net loss from continuing operations			(1,882	)			(1,394	)			(5,306	)			(2,489	)
Discontinued operations:
Gain on sale of discontinued operations			3,927				-				3,927				-
Loss from discontinued operations, net of tax			(3,564	)			(1,328	)			(10,923	)			(4,084	)
Net loss		$	(1,519	)		$	(2,722	)		$	(12,302	)		$	(6,573	)
Basic loss per common share:
Continuing operations		$	(0.06	)		$	(0.03	)		$	(0.12	)		$	(0.05	)
Discontinued operations			0.01				(0.02	)			(0.11	)			(0.07	)
Net loss		$	(0.05	)		$	(0.05	)		$	(0.23	)		$	(0.12	)
Diluted loss per common share:
Continuing operations		$	(0.06	)		$	(0.03	)		$	(0.12	)		$	(0.05	)
Discontinued operations			0.01				(0.02	)			(0.11	)			(0.07	)
Net loss		$	(0.05	)		$	(0.05	)		$	(0.23	)		$	(0.12	)
Weighted average shares outstanding:
Basic			65,536				56,792				65,377				56,518
Diluted			65,536				56,792				65,377				56,518
Other comprehensive loss:
Net unrealized gain (loss) on foreign exchange rate translation			(626	)			(89	)			(725	)			35
Comprehensive loss		$	(2,145	)		$	(2,811	)		$	(13,027	)		$	(6,538	)

 

See accompanying notes to consolidated financial statements.

 

  

SPEED COMMERCE, INC.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(Unaudited)

 

		Convertible Preferred Stock								Common Stock								Accumulated				Accumulated Other Comprehensive				Total Shareholders'
		Shares				Amount				Shares				Amount				Deficit				Income (Loss)				Equity
Balance at March 31, 2014			-			$	-				65,208,193			$	213,354			$	(162,734	)		$	775			$	51,395
Net shares issued upon exercise of stock options and for restricted stock			-				-				621,319				789				-				-				789
Share based compensation			-				-				-				1,549				-				-				1,549
Issuance of convertible preferred stock, Series C			3,333,333				4,665				-				3,533				-				-				8,198
Accretion of convertible preferred stock, Series C			-				2,131				-				(2,131	)			-				-				-
Dividend for convertible preferred stock, Series C dividends			-				-				-				(232	)			-				-				(232	)
Net loss			-				-				-				-				(12,302	)			-				(12,302	)
Unrealized loss on foreign exchange rate translation			-				-				-				-				-				(725	)			(725	)
Balance at September 30, 2014			3,333,333			$	6,796				65,829,512			$	216,862			$	(175,036	)		$	50			$	48,672

 

See accompanying notes to consolidated financial statements.

 

 

SPEED COMMERCE, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		Six Months Ended September 30,
		2014				2013
Operating activities:
Net loss		$	(12,302	)		$	(6,573	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on sale of discontinued operations			(3,927	)			-
Loss from discontinued operations, net of tax			10,923				4,084
Gain on obligation settlement			(1,300	)			-
Depreciation and amortization			3,614				2,619
Amortization of debt acquisition costs			1,076				161
Share-based compensation expense			970				382
Deferred income taxes			1,117				(6	)
Other			-				81
Changes in operating assets and liabilities			(7,121	)			(611	)
Operating activities from discontinued operations, net			9,351				(2,429	)
Net cash provided by (used in) operating activities			2,401				(2,292	)
Investing activities:
Proceeds from sale of Distribution business			5,000				-
Cash proceeds related to acquisition			-				837
Purchases of property, equipment and software, net			(5,200	)			(4,014	)
Investing activities from discontinued operations, net			(32	)			(487	)
Net cash used in investing activities			(232	)			(3,664	)
Financing activities:
Proceeds from revolving line of credit			61,688				75,173
Payments on revolving line of credit			(100,050	)			(70,100	)
Proceeds from long-term debt			35,000				-
Proceeds from convertible preferred stock, Series C offering			9,928				-
Debt acquisition costs			(3,054	)			-
Other			1,233				204
Financing activities from discontinued operatings, net			-				611
Net cash provided by financing activities			4,745				5,888
Net increase (decrease) in cash and cash equivalents			6,914				(68	)
Cash and cash equivalents at beginning of period			13				91
Cash and cash equivalents at end of period		$	6,927			$	23

  

See accompanying notes to consolidated financial statements.

 

 

SPEED COMMERCE, INC.

Notes to Consolidated Financial Statements

  

Note 1 Organization and Basis of Presentation

 

Speed Commerce, Inc. (the “Company” or “Speed Commerce”), a Minnesota corporation formed in 1983, is a provider of web platform development and hosting, customer care, fulfillment, order management, logistics and call center capabilities for clients.

 

On July 9, 2014, the Company completed the sale of its Distribution business and entered into a five-year, $50 million term loan credit facility with various lenders. The Distrubtion business has been reclassified as discontinued operations in the consoldiated financial statements for all periods presented.

 

The accompanying unaudited consolidated financial statements of Speed Commerce have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements.

 

All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Because of the seasonal nature of the Company’s business, the operating results and cash flows for the three and six month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in Speed Commerce, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2014.

 

Significant accounting policies

 

There were no significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC for the year ended March 31, 2014.

  

Recent Accounting Pronouncements

  

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures.

 

In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. 

 

Note 2 Discontinued Operations and Disposition

 

On July 9, 2014, the Company completed the sale of its Distribution business to Wynit Distribution, LLC (the “Buyers”). The Company received cash proceeds of $5.0 million and a promissory note from the Buyers in an amount equal to $10.0 million at the close of the transaction, subject to adjustments for working capital and other matters. Based on estimated working capital and other adjustments, the Company recorded a pre-tax gain of approximately $3.9 million. There are no principal payments under the promissory note until July 2015, with the final as adjusted principal balance payable in equal quarterly installments over three years. The sale of the Distribution business is not expected to generate a federal tax liability but is subject to applicable state income taxes. In connection with the sale, the Company and the Buyer also entered into a transition services agreement to provide one another with certain transitional services. The Distribution business is reclassified as discontinued operations in the consolidated financial statements for all periods presented. The final gain is subject to change until working capital and other purchase agreement matters are settled with the Buyers.

 

At March 31, 2014, the Company adjusted the estimated carrying value of the assets and liabilities of discontinued operations by $2.2 million to reflect fair value measurements. In addition, the assets and liabilities associated with the discontinued operations are classified as Assets of discontinued operations and Liabilities related to assets of discontinued operations, as appropriate, in the consolidated balance sheets.

 

The following table provides the components of Discontinued operations (unaudited):

 

		Three Months Ended September 30,								Six Months Ended September 30,
		2014				2013				2014				2013
Net revenue		$	2,476			$	90,448			$	71,743			$	166,164
Cost of revenue			3,409				82,486				70,678				152,659
Total operating expenses			2,616				9,268				11,970				17,552
Pre-tax loss from discontinued operations			(3,549	)			(1,306	)			(10,905	)			(4,047	)
Gain on sale of discontinued operations			3,927				-				3,927				-
Income tax expense			(15	)			(22	)			(18	)			(37	)
Income (loss) from discontinued operations, net of tax		$	363			$	(1,328	)		$	(6,996	)		$	(4,084	)

 

 

SPEED COMMERCE, INC.

Notes to Consolidated Financial Statements

 

Note 3 Supplemental Cash Flow Information

 

For the six months ended September 30, 2014 and 2013, net cash paid for income taxes was $26,000 and $176,000, respectively.  For the six months ended September 30, 2014 and 2013, net cash paid for interest was $591,000 and $497,000, respectively.

 

The following table provides the components of Changes in operating assets and liabilities (unaudited):

 

		Six Months Ended September 30,
		2014				2013
Accounts receivable		$	(3,388	)		$	(7,426	)
Prepaid expenses			(1,481	)			(705	)
Other assets			(14,949	)			(3,372	)
Accounts payable			2,016				9,029
Accrued expenses and other liabilities			10,681				1,863
Changes in operating assets and liabilities		$	(7,121	)		$	(611	)

 

We had $1.5 million in non-cash investing activities for property and equipment acquired under long-term capital leases during the second quarter of fiscal 2015. 

 

Note 4 Intangible Assets

 

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, 2014 (Unaudited)												March 31, 2014 (Audited)
		Gross carrying				Accumulated								Gross carrying				Accumulated
		amount				amortization				Net				amount				amortization				Net
Developed technology		$	4,170			$	(2,039	)		$	2,131			$	4,170			$	(1,483	)		$	2,687
Customer relationships			14,490				(2,527	)			11,963				14,490				(1,485	)			13,005
Domain name			135				(29	)			106				135				(19	)			116
Internal-use software			3,239				(105	)			3,134				244				(46	)			198
Trademarks (not amortized)			3,590				-				3,590				3,590				-				3,590
		$	25,624			$	(4,700	)		$	20,924			$	22,629			$	(3,033	)		$	19,596

 

Debt issuance costs

 

Debt issuance costs are included in “Other long-term assets” and are amortized over the life of the related debt. Debt issuance costs consisted of the following (in thousands):

 

		September 30, 2014				March 31, 2014
		(Unaudited)				(Audited)
Debt issuance costs		$	3,002			$	2,771
Less: accumulated amortization			(153	)			(1,848	)
Debt issuance costs, net		$	2,849			$	923

  

 

SPEED COMMERCE, INC.

Notes to Consolidated Financial Statements

 

Note 5 Property and Equipment

 

Property and equipment consisted of the following (in thousands):

 

		September 30, 2014				March 31, 2014
		(Unaudited)				(Audited)
Furniture and fixtures		$	58			$	27
Computer and office equipment			7,513				5,561
Warehouse equipment			11,020				10,464
Leasehold improvements			1,064				826
Construction in progress			3,569				2,851
Total			23,224				19,729
Less: accumulated depreciation and amortization			(6,071	)			(4,320	)
Net property and equipment		$	17,153			$	15,409

 

Depreciation expense was $0.9 million and $1.8 million for the three and six months ended September 30, 2014, respectively, and $0.8 million and $1.6 million for the three and six months ended September 30, 2013, respectively.

 

Note 6 Other 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, 2014 (Unaudited)				March 31, 2014 (Audited)
Debt issuance costs, net		$	2,849			$	923
Deferred costs			10,700				3,757
Note receivable			3,274				-
Other deposits			3,066				1,234
Total other long-term assets		$	19,889			$	5,914

  

 

Accrued expenses consisted of the following (in thousands):

 

			September 30, 2014 (Unaudited)				March 31, 2014 (Audited)
Compensation and benefits			$	1,551			$	1,135
Accrued interest				616				158
Warrant				1,186				-
Other				2,893				437
Total accrued expenses			$	6,246			$	1,730

 

 

Other current liabilities consisted of the following (in thousands):

 

		September 30, 2014 (Unaudited)				March 31, 2014 (Audited)
Deferred revenue		$	3,478			$	3,007
Tax payable			42				733
Lease obligation			852				539
Total other current liabilities		$	4,372			$	4,279

 

 

SPEED COMMERCE, INC.

Notes to Consolidated Financial Statements

 

Other long-term liabilities consisted of the following (in thousands):

 

		September 30, 2014 (Unaudited)				March 31, 2014 (Audited)
Deferred rent		$	5,464			$	1,390
Deferred revenue			5,324				563
Customer deposits			32				34
Lease obligation			717				85
Total other long-term liabilities		$	11,537			$	2,072

 

Note 7 Commitments and Contingencies

 

Litigation and Proceedings

 

In the normal course of business, the Company is involved in a number of litigation/arbitration and administrative/regulatory matters that are incidental to the operation of the Company’s business. These proceedings generally include, among other things, various matters with regard to products distributed by the Company and services provided by the Company, disagreements regarding ownership of intellectual property, the payment of amounts owed by the Company to third parties, and the collection of accounts receivable owed to the Company.

 

The Company does not currently believe that the resolution of any pending matters will have a material adverse effect on the Company’s financial position or liquidity, but an adverse decision in more than one could be material to the Company’s consolidated results of operations.  No amounts were accrued with respect to proceedings as of September 30, 2014 and March 31, 2014, respectively as they are not probable or estimable.

 

Note 8 Bank Financing and Debt

 

Term Loan Credit Facility

 

On July 9, 2014, the Company entered into a five-year, $50 million term loan credit facility with various lenders and Garrison Loan Agency Services, LLC (“Garrison”) acting as the agent (the “Term Loan”). Upon the closing of the Term Loan, $35 million was funded to the Company, less certain fees and costs (the “Closing Date Loans”). An additional $15 million delayed draw term loan is available to the Company under the Term Loan, which can be drawn prior to January 1, 2016, if the Company is in compliance with certain obligations under the Term Loan (the “Delayed Draw Loan”). The principal amount of all loans provided under the Term Loan is amortized at 2.5% annually and repaid in quarterly scheduled installment payment of $218,750, with the remaining principal balance being due and payable on July 9, 2019.

 

The interest rates per annum applicable to loans are currently set based on a defined British Bankers Association Interest Settlement Rate (“LIBOR”) plus an applicable margin. The Term Loan includes (i) a $15 million (“Term Loan A”) with applicable margin rate of 2.75%, (ii) a $20 million (“Term Loan B”) with applicable margin rate 8.15%. The interest rate on Term Loan A and Term Loan B at September 30, 2014 were 2.94% and 9.15%, respectively.

 

The Closing Date Loans bear a blended interest rate that is roughly equal to the LIBOR rate, plus 5.5%, except upon an event of default. The Delayed Draw Loan, if drawn, would bear an interest rate at the LIBOR rate, plus 5.5%, except upon an event of default. The LIBOR rate for all loans under the Term Loan is subject to a minimum level of 1.0%. Funds provided under the Term Loan, together with funds received in connection with the sale of the Company’s retail distribution and software publishing business, were used to repay the Company’s previous line of credit with Wells Fargo Capital Finance LLC, which was terminated in connection with the entry into the Term Loan.

 

The term loan contains customary affirmative and negative covenants. The financial covenants include a limitation on capital expenditures, a maximum fixed charge coverage ratio, and a maximum indebtedness to EBITDA ratio. The creation of indebtedness outside the credit facility, creation of liens, making of certain investments, sale of assets, and incurrence of debt are all either limited or require prior approval from Garrison or the lenders under those facilities. These credit facilities also contain customary events of default such as nonpayment, bankruptcy, and change in control, which if they occur may constitute an event of default. The Company currently in compliance with our debt covenants as amended.

 

 

SPEED COMMERCE, INC.

Notes to Consolidated Financial Statements

 

Credit Facility

 

On November 12, 2009, the Company entered into a three year, $65.0 million revolving credit facility (the “Credit Facility”) with Wells Fargo Capital Finance, LLC as agent and lender, and a participating lender. In conjunction with the sale of the Distribution business, the Credit Facility was paid-off and terminated effective July 9, 2014. The Company recognized an expense of $0.8 million as a result of early termination of this facility.

 

At September 30, 2014 and March 31, 2014, the Company had $0.0 million and $38.4 million, respectively, outstanding on the Credit Facility. On July 9, 2014, the Credit Facility was repaid in full and replaced by the term loan credit facility described above. 

 

Letters of Credit

 

  On April 14, 2011, the Company was released from a lease guaranty by providing a five-year, standby letter of credit for $1.5 million, which is reduced by $300,000 each subsequent year. The standby letter of credit can be drawn down, to the extent in default, prompt payments are not made under this office lease by the tenant. No claims have been made against this financial instrument. There was no indication that the tenant under that office lease would not be able to pay the required future lease payments totaling $2.0 million and $2.3 million at September 30, 2014 and March 31, 2014, respectively. Therefore, at September 30, 2014 and March 31, 2014, the Company did not believe a future draw on the standby letter of credit was probable and an accrual related to any future obligation was not considered necessary at such times.

 

On August 8, 2014, the Company issued an irrevocable standby letter of credit for the benefit of the landlord of one of its facilities in the amount of $576,424 which expires on August 8, 2015.

 

Note 9 Income Taxes

 

For the three months ended September 30, 2014, the Company recorded income tax expense from continuing operations of $119,000, compared to income tax expense from continuing operations of $9,000 for the three months ended September 30, 2013. The effective income tax rate applied to continuing operations for the three months ended September 30, 2014 was a negative 6.7%, compared to a negative 0.6% for the three months ended September 30, 2013.

 

For the six months ended September 30, 2014, the Company recorded income tax expense from continuing operations of $173,000, compared to income tax expense from continuing operations of $28,000 for the six months ended September 30, 2013. The effective income tax rate applied to continuing operations for the six months ended September 30, 2014 was a negative 3.4%, compared to a negative 1.1% for the six months ended September 30, 2013.

 

For the three months ended September 30, 2014, the Company recorded income tax expense from discontinued operations of $15,000, compared to income tax expense from discontinued operations of $22,000 for the three months ended September 30, 2013. The effective income tax rate applied to discontinued operations for the three months ended September 30, 2014 was a 4.0%, compared to a negative 1.7% for the three months ended September 30, 2013.

 

For the six months ended September 30, 2014, the Company recorded income tax expense from discontinued operations of $18,000, compared to income tax expense from discontinued operations of $37,000 for the three months ended September 30, 2013. The effective income tax rate applied to discontinued operations for the six months ended September 30, 2014 was a negative 0.3%, compared to a negative 0.9% for the six months ended September 30, 2013.

 

The Company does not consider any foreign earnings as permanently reinvested in foreign jurisdictions and records deferred tax liabilities for temporary differences related to its foreign operations.

 

Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income streams and the impact of tax planning strategies. A valuation allowance is recorded to reduce deferred tax assets when it is determined that it is more likely than not, based on the weight of available evidence, the Company would not be able to realize all or part of its deferred tax assets. An assessment is required of all available evidence, both positive and negative, to determine the amount of any required valuation allowance.

 

As of September 30, 2014 and March 31, 2014, the Company had a valuation allowance of $43.6 million and $39.5 million has been recorded to offset net deferred tax assets of $42.3 million and $38.2 million, respectively. The net deferred tax assets before valuation allowance are composed of temporary differences, primarily related to net operating loss carryforwards, which will begin to expire in fiscal 2029. The Company also has foreign tax credit carryforwards which will begin to expire in 2016.  

 

 

SPEED COMMERCE, INC.

Notes to Consolidated Financial Statements

  

As of September 30, 2014 and March 31, 2014, the Company provided for a liability of $1.6 million and $1.1 million, respectively, for unrecognized tax benefits (excluding interest and penalties) related to various income tax matters, which was included in long-term deferred tax liabilities. 

 

The Company does not anticipate that the total unrecognized tax benefits will significantly change prior to March 31, 2015. 

 

Note 10 Earnings (Loss) Per Share and Convertible Preferred Stock.

 

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data):

 

		Three Months Ended September 30,								Six Months Ended September 30,
		2014				2013				2014				2013
Numerator:
Net loss from continuing operations		$	(1,882	)		$	(1,394	)		$	(5,306	)		$	(2,489	)
Dividend for convertible preferred stock, Series C dividends			(178	)			-				(232	)			-
Accretion of convertible preferred stock, Series C			(1,670	)			-				(2,131	)			-
Income (loss) from discontinued operations, net of tax			363				(1,328	)			(6,996	)			(4,084	)
Net loss attributable to common shareholders		$	(3,367	)		$	(2,722	)		$	(14,665	)		$	(6,573	)
Denominator:
Denominator for basic loss per share — weighted average shares			65,536				56,792				65,377				56,518
Denominator for diluted loss per share — weighted-average shares			65,536				56,792				65,377				56,518
Basic earnings (loss) per common share
Continuing operations		$	(0.06	)		$	(0.03	)		$	(0.12	)		$	(0.05	)
Discontinued operations			0.01				(0.02	)			(0.11	)			(0.07	)
Net loss		$	(0.05	)		$	(0.05	)		$	(0.23	)		$	(0.12	)
Diluted earnings (loss) per common share
Continuing operations		$	(0.06	)		$	(0.03	)		$	(0.12	)		$	(0.05	)
Discontinued operations			0.01				(0.02	)			(0.11	)			(0.07	)
Net loss		$	(0.05	)		$	(0.05	)		$	(0.23	)		$	(0.12	)

 

 

Due to the Company’s net loss for the three months ended September 30, 2014 and 2013, diluted loss per share excludes 2.7 million and 1.2 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive. Due to the Company’s net loss for the six months ended September 30, 2014 and 2013, diluted loss per share excludes 2.6 million and 1.0 million, respectively, stock options and restricted stock awards because their inclusion would have been anti-dilutive. The per share amounts also exclude the as-if conversion of the Series C preferred stock and warrants as their inclusion would have been anti-dilutive for the three and six months ended September 30, 2014.

 

The Company’s Articles of Incorporation authorize 10,000,000 shares of preferred stock, no par value. On June 2, 2014, the Company closed a private offering with institutional investors for approximately $10 million of the Company's Series C Preferred Stock. The Company received proceeds of $9.9 million after costs from the issuance of the Series C Preferred Stock. Under the terms of the offering, Speed Commerce sold an aggregate of 3,333,333 shares of the Company's Series C Preferred Stock and issued five-year warrants to purchase an additional 833,333 shares of Common Stock for $3.50 per share and related warrants, for an aggregate purchase price of $10 million. The net proceeds of the offering will be used to pay down indebtedness and for general corporate purposes.

 

Each Holder of Series C Preferred Stock, in preference and priority to the holders of all other classes or series of stock, shall be entitled to receive quarterly dividends at the rate of seven percent (7%) per annum of the Series C Stated Value (the “Series C Preferred Dividends”). 

 

The warrants issued with the Series C preferred stock are accounted for using the liability method and is subject to mark-to-market adjustments at each reporting period. The fair value of the warrants at issuance was $1.7 million and the fair value was $1.2 million at September 30, 2014. Changes in fair value are included in other non-operating income in the statement of operations.

 

Note 11 Subsequent Events 

 

On October 29, 2014, the shareholders approved the 2014 Stock Option and Incentive Plan (the “2014 Plan”) and replaced the Company’s 2004 Amended and Restated Stock Incentive Plan (the “2004 Plan”), under which no further awards may be granted after September 13, 2014. All outstanding awards previously granted under the 2004 Stock Plan continue to be governed by and administered under the 2004 Stock Plan.

 

The 2014 Plan authorizes the Compensation Committee, which is composed of independent non-employee directors, to make stock-based awards to employees of the Company. The 2014 Plan also authorizes the Board to make stock-based awards to non-employee directors. The 2014 Plan is administered by the Compensation Committee, which selects the participants to be granted options or other awards under the 2014 Plan, determines the amount of grants or awards to participants, and prescribes discretionary terms and conditions of each grant not otherwise fixed under the 2014 Plan. All employees of the Company are eligible for participation under the 2014 Plan. As of the date hereof, no awards have been granted under the 2014 Plan and future awards cannot be quantified or estimated.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

We are a leading provider of end-to-end E-commerce and fulfillment services to retailers and manufacturers. We provide web platform development and hosting, order management, fulfillment, logistics and contact center services which provide clients with easy to implement, cost-effective, transaction-based services and information management tools. We manage over 1.3 million square feet of fulfillment center space in Columbus, Ohio and Dallas, Texas. These facilities utilize advanced automation technology such as high-efficiency unit sortation, pick-to-pack conveyors and radio frequency (“RF”) scanning. We also operate three customer contact centers to enhance our clients’ brand experience. Our corporate headquarters and web development and technology operations are based in Dallas, Texas.

 

Our clients include retailers with brand names such as Justice, Yankee Candle, and Avenue. In June 2014, we launched our E-commerce solution with Huawei U.S. consumer business group. During the second quarter of fiscal 2015, we launched our fully integrated E-commerce solution with The Army & Air Force Exchange Service and Navy Exchange Service Command as well as provide a variety of fulfillment and call center related services. We are expecting a significant growth in revenue as a result from these two newly launched customers.

 

We offer an end-to-end outsourcing solution to our clients allowing them to have a single point of contact and integration for their E-commerce business and logistics management. We offer a flexible suite of services that allow us to customize our solutions and services to the needs of each client. The services to be provided and service levels for each client are defined by the terms of the written contract with each client. While we maintain client inventory at our distribution centers, we do not own any of the inventory. Our earned revenue is based upon transaction fees earned from the services performed in accordance with the contract provisions. Recurring contract service elements are charged based upon the number of transactions processed and recognized as the services are performed. Upfront costs to onboard a client, including web site development, are deferred and recognized over the expected life of the relationship with the client.

 

Recent Events

 

On July 9, 2014, the Company entered into an Asset Purchase Agreement with Wynit Distribution, LLC to sell substantially all of the assets of the Company’s legacy Distribution business. The total purchase price for the Distribution business was $15 million. As of September 30, 2014, the Company has recognized a gain of $3.9 million on the sale which is subject to final adjustments. Pursuant to the Asset Purchase Agreement, $5 million of the purchase price was paid in cash and up to an additional $10 million is payable to the Company under a promissory note (the “Promissory Note”) that is secured by all of Buyer’s assets. The Company’s security interest in the buyer’s assets is subordinated to the buyer’s secured lenders. There are no principal payments under the promissory note during the first year following the closing of the transaction, with the principal balance being amortized over three years during the second through fourth years following the closing of the transaction. The Promissory Note amount will be reduced if certain amounts are payable by the Company to buyer in connection with certain post-closing adjustments to the Purchase Price. Potential adjustments include, among other things, a working capital adjustment and an adjustment in connection with the repurchase of certain uncollectible accounts receivable. The Company has adjusted the value of the Promissory Note to $3.3 million based on estimated adjustments, but has not yet settled certain any post-closing adjustments that will impact the value of the Promissory Note with the buyer. In connection with the sale, the Company and the buyer also entered into a transition services agreement to provide one another with certain transitional services. The Distribution business has been reclassified as discontinued operations in the consolidated financial statements for all periods presented.

 

On July 9, 2014, the Company entered into a five-year, $50 million term loan credit facility with various lenders and Garrison Loan Agency Services, LLC. Upon the closing of the Term Loan, $35 million was funded to the Company, less certain fees and costs. An additional $15 million delayed draw term loan is available to the Company under the Term Loan, which can be drawn prior to January 1, 2016. The principal amount of all loans provided under the Term Loan will be amortized at 2.5% annually, with the remaining principal balance being due and payable on July 9, 2019. The Term Loan replaces the prior asset-based revolving credit facility with Wells Fargo Capital Finance, LLC.

 

On June 3, 2014 Speed Commerce closed a private offering with institutional investors for approximately $10 million of the Company's Series C Preferred Stock. Under the terms of the offering, Speed Commerce sold an aggregate of 3,333,333 shares of the Company's Series C Preferred Stock and issued five-year warrants to purchase an additional 833,333 shares of Common Stock for $3.50 per share, for an aggregate purchase price of $10 million. The net proceeds of the offering were used to pay down indebtedness and for general corporate purposes.

 

In June 2014, we announced the launch of SARA X, a pre-configured accelerator for Oracle Commerce.  SARA X is targeted to midsize E-commerce retailers as a lower cost E-commerce platform that can be launched quickly. SARA X is pre-configured with features and functionality generally found in E-commerce web sites with a fully customizable "look & feel" to represent the retailer's brand.  

 

 

Working Capital and Capital Resources

 

Historically, our distribution business required significant levels of working capital primarily to finance accounts receivable and inventories. In addition, we have invested in variety of growth initiatives for our E-commerce business including expansion of our Ohio fulfillment center, automated sortation equipment, significant upfront new client deployment efforts and the development of SARA X. 

 

On July 9, 2014, the Company entered into a five-year, $50 million term loan credit facility with various lenders and Garrison Loan Agency Services, LLC. Upon the closing of the Term Loan, $35 million was funded to the Company, less certain fees and costs. An additional $15 million delayed draw term loan is available to the Company under the Term Loan, which can be drawn prior to January 1, 2016. The principal amount of all loans provided under the Term Loan will be amortized at 2.5% annually, with the remaining principal balance being due and payable on July 9, 2019. Funds provided under the Term Loan, together with funds received in connection with the sale of the Company’s retail distribution and software publishing business, were used to repay the Company’s previous line of credit with Wells Fargo Capital Finance LLC, which was terminated in connection with the entry into the Term Loan.

 

Funds provided under the delayed draw term loan would be available to the Company for use in connection with permitted acquisitions, as defined in the agreement, and to pay costs and expenses in connection therewith or, with the prior written approval of Garrison, for permitted capital expenditures or other corporate purposes. The Term Loan is secured by a first priority security interest in substantially all of the Company’s assets.

 

The Term Loan contains customary affirmative and negative covenants. The creation of indebtedness outside the credit facility, creation of liens, making of certain investments, sale of assets, and incurrence of debt are all either limited or require prior approval from Garrison or the lenders under those facilities. These credit facilities also contain customary events of default such as nonpayment, bankruptcy, and change in control, which if they occur may constitute an event of default.

 

At March 31, 2014, we had $38.4 million on our revolving credit facility (the “Credit Facility”) with Wells Fargo Capital Finance, LLC as agent and lender, and a participating lender.   Amounts available under the Credit Facility were subject to a borrowing base formula. At March 31, 2014, we had $76,000 of excess availability at the time but we were not in compliance with a covenant in the Credit Facility that required that we maintain excess availability of at least $5 million. This event of default was subsequently waived by Wells Fargo.

 

On June 2, 2014, the Company, together with its subsidiaries, entered into a Waiver and Amendment Agreement with Wells Fargo Capital Finance, LLC (the “Waiver and Amendment”). The Waiver and Amendment amended the Credit Facility to provide for, among other things, each of the following: (i) the consent of Wells Fargo to the Series C Preferred Stock financing; (ii) the waiver of certain defaults under the Credit Facility; (iii) the modification to the maximum revolver amount to $30.0 million; (iv) the amendment to certain provisions of the Credit Facility that determined the Company’s borrowing availability under the Credit Facility, and (v) the provision of a release in favor of Wells Fargo Capital Finance, LLC.

 

 Forward-Looking Statements / Risk Factors

 

We make written and oral statements from time to time regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in documents, reports, filings with the SEC, including this Quarterly Report on Form 10-Q, news releases, written or oral presentations made by officers or other representatives made by us to analysts, shareholders, investors, news organizations and others and discussions with management and other representatives. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties and you should not place undue reliance on these statements. No assurance can be given that the results reflected in any forward-looking statement will be achieved. Any forward-looking statement made by or on behalf of us speaks only as of the date on which such statement is made. Our forward-looking statements are based on assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement, or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement which may be made by or on behalf of us.

  

In addition to other matters identified or described by us from time to time in filings with the SEC, there are several important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or results that are reflected from time to time in any forward-looking statement that may be made by or on behalf of us.

 

 

Some of these important factors, but not necessarily all important factors, include the following:

 

	●	our service fee revenue and gross margin is dependent upon our clients’ business and transaction volumes and our costs;
	●	we may incur significant expenditures to expand our business which may reduce our ability to achieve or maintain profitability;
	●	technological developments, particularly software as a service application, electronic transfer and downloading could adversely impact sales, margins and results of operations;
	●	our restructuring and integration efforts, may have unpredictable outcomes, including the possibility of us incurring additional restructuring charges;
	●	the seasonality and variability in our business and decreased sales could adversely affect our results of operations;
	●	the divestiture of our distribution business could result in post-transaction payments and adjustments;
	●	our ability to meet our significant working capital requirements or if working capital requirements change significantly;
	●	certain of our contracts are terminable at will or contain penalty provisions;
	●	we may incur financial penalties if we fail to meet contractual service levels under client service agreements;
	●	the expected benefits of our acquisitions may not be realized, and the indemnification obligations owed to us in connection with that transaction may be insufficiently supported;
	●	future acquisitions or divestitures could disrupt business, including the potential failure of successfully integrating future-acquired companies;
	●	our ability to use net operating loss carryforwards to reduce future tax payments may be limited; and
	●	our E-commerce business has inherent cybersecurity risks that may disrupt our business.

 

A detailed statement of risks and uncertainties is contained in our reports to the SEC, including, in particular, our Annual Report on Form 10-K for the year ended March 31, 2014 and other public filings and disclosures. Investors and shareholders are urged to read these documents carefully.

 

Critical Accounting Policies

 

We consider our critical accounting policies to be those related to revenue recognition, allowance for doubtful accounts, goodwill and intangible assets, impairment of long-lived assets, share-based compensation, income taxes, and contingencies and litigation. There have been no material changes to these critical accounting policies as discussed in greater detail under this heading in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, 2014.

 

 

Results of Operations

 

The following table sets forth for the periods indicated the percentage of net sales represented by certain items included in our Consolidated Statements of Operations and Comprehensive Loss.

 

		Three Months Ended September 30,																Six Months Ended September 30,
		2014								2013								2014								2013
Net revenue		$	23,067				100.0	%		$	28,562				100.0	%		$	45,127				100.0	%		$	50,578				100.0	%
Cost of revenue			17,555				76.1				22,935				80.3				34,896				77.3				38,946				77.0
Gross profit			5,512				23.9				5,627				19.7				10,231				22.7				11,632				23.0
Operating Expenses:
Selling and marketing			763				3.3				585				2.0				1,765				3.9				1,147				2.3
General and administrative			3,943				17.1				3,986				14.0				7,751				17.2				8,162				16.1
Information technology			956				4.1				718				2.5				1,800				4.0				1,377				2.7
Depreciation and amortization			1,845				8.0				1,305				4.6				3,614				8.0				2,619				5.2
Total operating expenses			7,507				32.5				6,594				23.1				14,930				33.1				13,305				26.3
Loss from operations			(1,995	)			(8.6	)			(967	)			(3.4	)			(4,699	)			(10.4	)			(1,673	)			(3.3	)
Interest expense, net			(838	)			(3.6	)			(418	)			(1.5	)			(1,379	)			(3.1	)			(798	)			(1.6	)
Loss on early extinguishment of debt, net			(816	)			(3.5	)			-				-				(816	)			(1.8	)			-				-
Other income			1,886				8.2				-				-				1,761				3.9				10				-
Loss from continuing operations, before income tax			(1,763	)			(7.5	)			(1,385	)			(4.9	)			(5,133	)			(11.4	)			(2,461	)			(4.9	)
Income tax expense from continuing operations			(119	)			(0.5	)			(9	)			-				(173	)			(0.4	)			(28	)			(0.1	)
Net loss from continuing operations			(1,882	)			(8.0	)			(1,394	)			(4.9	)			(5,306	)			(11.8	)			(2,489	)			(5.0	)
Discontinued operations:
Gain on sales of discontinued operations			3,927				17.0				-				-				3,927				8.7				-				-
Loss from discontinued operations, net of tax			(3,564	)			(15.5	)			(1,328	)			(4.6	)			(10,923	)			(24.2	)			(4,084	)			(14.3	)
Net loss		$	(1,519	)			(6.5	)%		$	(2,722	)			(9.5	)%		$	(12,302	)			(27.3	)%		$	(6,573	)			(19.3	)%

 

 

Results from Continuing Operations

 

Three Months Ended September 30, 2014 compared to Three Months Ended September 30, 2013

 

Net Revenue

 

Net revenue was $23.1 million for the three months ended September 30, 2014 compared to $28.6 million for the three months ended September 30, 2013, a decrease of $5.5 million, or 19.2%. The decrease was primarily due to non-recurring IT pass through licensing fees of $4.8 million earned in fiscal 2014.

 

Cost of Revenue

 

Cost of revenue was $17.6 million for the three months ended September 30, 2014 compared to $22.9 million for the three months ended September 30, 2013, a decrease of $5.3 million, or 23.1%. The decrease was primarily due to non-recurring IT pass through licensing costs of $4.7 million in fiscal 2014.

 

Operating Expenses

  

Selling and marketing expenses were $0.8 million for the three months ended September 30, 2014 compared to $0.6 million for the three months ended September 30, 2013, an increase of $0.2 million, or 33.3%. The increase was primarily attributable to marketing programs for the introduction of SARA X.

 

General and administrative expenses were $3.9 million for the three months ended September 30, 2014 compared to $4.0 million for the three months ended September 30, 2013, a decrease of $0.1 million, or 2.5%. The decrease was primarily due to a decrease in transaction and transition costs offset by an increase in personnel expense to support the on-boarding of new clients. General and administrative expenses consisted principally of executive, accounting and administrative personnel and related expenses, including professional fees. No on-going corporate costs or general overhead expenses were allocated to discontinued operations.

 

Information technology expenses were $1.0 million for the three months ended September 30, 2014 compared to $0.7 million for the three months ended September 30, 2013, an increase of $0.3 million or 42.9%. The increase was primarily attributable to personnel growth in IT infrastructure and support costs for new client launches in fiscal 2015.

 

 

Depreciation and amortization expenses were $1.8 million for the three months ended September 30, 2014 compared to $1.3 million for the three months ended September 30, 2013, an increase of $0.5 million or 38.5%. The increase was primarily attributable to amortization of our intangible assets.

 

Interest expense, net 

 

Interest expense was $0.8 million for the three months ended September 30, 2014 compared to expense of $0.4 million for the three months ended September 30, 2013, an increase of $0.4 million or 100.0%. The increase principally reflected higher average debt balances as a result of the refinancing of the revolving credit facility.

 

Total other income and loss

 

Total other income was $1.1 million for the three months ended September 30, 2014 compared to $0.0 million for the three months ended September 30, 2013, an increase of $1.1 million or 100.0%. Total other income included $1.3 million settlement of certain pre-acquisition liabilities and $0.6 million change in fair value of our convertible warrants, offset by $0.8 million loss on early extinguishment of debt.

 

Results from Continuing Operations

 

Six Months Ended September 30, 2014 compared to Six Months Ended September 30, 2013

 

Net Revenue

 

Net revenue was $45.1 million for the six months ended September 30, 2014 compared to $50.6 million for the six months ended September 30, 2013, a decrease of $5.5 million, or 10.9%. The decrease was primarily due to non-recurring IT pass through licensing fees of $4.8 million earned in fiscal 2014.

 

Cost of Revenue

 

Cost of revenue was $34.9 million for the six months ended September 30, 2014 compared to $38.9 million for the six months ended September 30, 2013, a decrease of $4.0 million, or 10.3%. The decrease was primarily due to non-recurring IT pass through licensing fees of $4.7 million in fiscal 2014, offset by an increase in labor costs and related support costs for our customer care and fulfillment center facilities as we expanded for new client launches scheduled for third and fourth quarter of fiscal year 2015.

 

Operating Expenses

  

Selling and marketing expenses were $1.8 million for the six months ended September 30, 2014 compared to $1.1 million for the six months ended September 30, 2013, an increase of $0.7 million, or 63.6%. The increase was primarily attributable to personnel growth in the sales team and marketing programs for the introduction of SARA X.

 

General and administrative expenses were $7.8 million for the six months ended September 30, 2014 compared to $8.2 million for the six months ended September 30, 2013, a decrease of $0.4 million, or 4.9%. The decrease was primarily due to a decrease in transaction and transition costs, offset by an increase in personnel expense to support the on-boarding of new clients. General and administrative expenses consisted principally of executive, accounting and administrative personnel and related expenses, including professional fees. No on-going corporate costs or general overhead expenses were allocated to discontinued operations.

 

Information technology expenses were $1.8 million for the six months ended September 30, 2014 compared to $1.4 million for the six months ended September 30, 2013, an increase of $0.4 million or 28.6%. The increase was primarily attributable to personnel growth in IT infrastructure and support for new client launches in fiscal 2015.

 

Depreciation and amortization expenses were $3.6 million for the six months ended September 30, 2014 compared to $2.6 million for the six months ended September 30, 2013, an increase of $1.0 million or 38.5%. The increase was primarily attributable to amortization of our intangible assets.

 

Interest expense, net 

 

Interest expense was $1.4 million for the six months ended September 30, 2014 compared to expense of $0.8 million for the six months ended September 30, 2013, an increase of $0.6 million or 75.0%. The increase principally reflected higher average debt balances as a result of the refinancing of the revolving credit facility.

 

 

Total other income and loss

 

Total other income was $1.0 million for the six months ended September 30, 2014 compared to $0.0 million for the six months ended September 30, 2013, an increase of $1.0 million or 100.0%. Other income included $1.3 million settlement of certain pre-acquisition liabilities and $0.5 million change in fair value of our convertible warrants, offset by $0.8 million on early extinguishment of debt.

 

Consolidated Income Tax Expense or Benefit from Continuing Operations for All Periods

 

For the three months ended September 30, 2014, the Company recorded income tax expense from continuing operations of $119,000, compared to income tax expense from continuing operations of $9,000 for the three months ended September 30, 2013. The effective income tax rate applied to continuing operations for the three months ended September 30, 2014 was a negative 6.7%, compared to a negative 0.6% for the three months ended September 30, 2013.

 

For the six months ended September 30, 2014, the Company recorded income tax expense from continuing operations of $173,000, compared to income tax expense from continuing operations of $28,000 for the six months ended September 30, 2013. The effective income tax rate applied to continuing operations for the six months ended September 30, 2014 was a negative 3.4%, compared to a negative 1.1% for the six months ended September 30, 2013.

 

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, we would not be able to realize all or part of our deferred tax assets. An assessment is required of all available evidence, both positive and negative, to determine the amount of any required valuation allowance.

 

Discontinued Operations

 

On July 9, 2014, the Company completed the sale of its Distribution business to Wynit Distribution, LLC (the “Buyers”). The Company received cash proceeds of $5.0 million and recorded a pre-tax gain of approximately $3.9 million. The sale of the Distribution business is not expected to generate a federal tax liability but is subject to applicable state income taxes. In connection with the sale, the Company and the Buyer also entered into a transition services agreement to provide one another with certain transitional services. The Distribution business is reclassified as discontinued operations in the consolidated financial statements for all periods presented.

 

The following table provides the components of Discontinued operations (unaudited):

 

		Three Months Ended September 30,								Six Months Ended September 30,
		2014				2013				2014				2013
Net revenue		$	2,476			$	90,448			$	71,743			$	166,164
Cost of revenue			3,409				82,486				70,678				152,659
Total operating expenses			2,616				9,268				11,970				17,552
Pre-tax loss from discontinued operations			(3,549	)			(1,306	)			(10,905	)			(4,047	)
Gain on sale of discontinued operations			3,927				-				3,927				-
Income tax expense			(15	)			(22	)			(18	)			(37	)
Income (loss) from discontinued operations, net of tax		$	363			$	(1,328	)		$	(6,996	)		$	(4,084	)

  

 

Net revenue for the Distribution business was $2.5 million for the three months ended September 30, 2014 as compared to $90.4 million for the three months ended September 30, 2013, a decrease of $87.9 million or 97.2%. The decrease in net revenue was due to the second quarter of fiscal 2015 only including nine days of revenues prior to the sale of the business. Net revenue for the Distribution business was $71.7 million for the six months ended September 30, 2014 as compared to $166.2 million for the six months ended September 30, 2013, a decrease of $94.5 million or 56.9%. The decline in net revenue was due to operate only 100 days during the fiscal year of 2015 compared to 183 days during the fiscal year of 2014. Pre-tax loss from discontinued operations was $3.5 million and $10.9 million for the three and six months ended September 30, 2014, respectively, as compared to $1.3 million and $4.0 for the three and six months ended September 30, 2013, respectively.   

 

Market Risk

 

At September 30, 2014, we had $35.0 million of indebtedness subject to interest rate fluctuations. As such, a 100-basis point change in the current LIBOR rate would have a $350,000 impact on our annual interest expense.

 

 

Seasonality and Inflation

 

Quarterly operating results are affected by the seasonality of our business. Specifically, our third quarter (October 1-December 31) typically accounts for our largest quarterly revenue figures and a substantial portion of our earnings. As a provider of services to retailers, our business is affected by the pattern of seasonality common to other suppliers of retailers, particularly during the holiday selling season. Poor economic or weather conditions during this period could negatively affect our operating results. Inflation is not expected to have a significant impact on our business, financial condition or results of operations since we can generally offset the impact of inflation through a combination of productivity gains and price increases.

 

Liquidity and Capital Resources

 

Cash Flow Analysis

 

Operating Activities

  

Cash flows provided by operating activities during the six months ended September 30, 2014 were $2.4 million and were primarily impacted by the following:

 

	●	Non-cash charges of $6.8 million, including depreciation and amortization of $3.6 million, which increased due to the purchases of computer hardware for new client launches scheduled for fiscal 2015 and fiscal year 2015 charges for the enhancements to the sortation equipment in our Columbus fulfillment center, share-based compensation of $1.0 million, increased in deferred income taxes of $1.1 million, and amortization of debt acquisition cost $1.1 million;
	●	Accounts receivable increased $3.4 million, resulting from the timing of collections;
	●	Prepaid expenses increased $1.5 million, primarily from timing of annual insurance renewals and rent payments;
	●	Other assets increased $14.9 million, primarily due to additional deferred project costs for in-process client development;
	●	Accounts payable increased $2.0 million, primarily as a result of timing of payments and purchases; and
	●	Accrued expenses and other liabilities increased by $10.7 million, primarily as a result of deferred revenues for up-front fees for new clients.

 

Cash flows used in operating activities during the six months ended September 30, 2013 were $2.3 million and were primarily impacted by following:

 

	●	Non-cash charges of $3.2 million, including depreciation and amortization of $2.6 million, share-based compensation of $0.4 million, and amortization of debt acquisition cost $0.2 million;
	●	Accounts receivable increased $7.4 million, primarily due to the timing of certain payments;
	●	Prepaid expenses increased $0.7 million, primarily from the timing of annual insurance renewals and rent payment;
	●	Other assets increased $3.4 million, primarily due to deferred project costs for client development;
	●	Accounts payable increased $9.0 million, primarily as a result of timing of payments and purchases; and
	●	Accrued expenses and other liabilities increased $1.9 million, net of various accrual payments and a decrease in accrued wages.

 

Investing Activities

 

Cash flows used in investing activities totaled $0.2 million for the six months ended September 30, 2014 and cash flows used in investing activities totaled $3.7 million for the same period last year.

 

 

The purchases of property, equipment and software totaled $5.2 million and $4.0 million in the six months ended September 30, 2014 and 2013, respectively. Payment received from sale of Distribution was $5.0 million in the second quarter of fiscal 2015. Payment received from the working capital adjustment related to the acquisition of Speed Commerce Corp. was $0.8 million in the first quarter of fiscal 2014.

 

Financing Activities

 

Cash flows provided by financing activities totaled $4.7 million for the six months ended September 30, 2014. In first quarter of fiscal 2015, we received $9.9 million in net proceeds from the issuance of 3,333,333 shares of convertible preferred stock, Series C, and we had net payment to the revolving line of credit of $38.4 million. We received $31.9 million net proceeds from term loan and $1.2 million from other sources including proceeds from option exercises.

  

Cash flows provided by financing activities totaled $5.9 million for the six months ended September 30, 2013, and we had net proceeds from the revolving line of credit of $5.1 million and $0.2 million from other sources including proceeds from option exercises.

 

Discontinued Operations

 

Net cash flows provided by discontinued operations were $9.3 million for the six months ended September 30, 2014 and consisted of $9.4 million of cash flows provided by operating activities, and $32,000 of cash flows used in investing activities.

 

Net cash flows used in discontinued operations were $1.5 million for the six months ended September 30, 2014 and consisted of $1.6 million of cash flows used in operating activities, $0.5 million of cash flows used in investing activities and $0.6 million of cash flows provided by financing activities.

 

Capital Resources

 

Series C Preferred Stock

 

On June 2, 2014, we entered into a Purchase Agreement pursuant to which the Company issued and sold to institutional investors for approximately $10,000,000 an aggregate of 3,333,333 of the Company’s Series C Convertible Preferred Stock and warrants to purchase an aggregate of up to 833,333 shares of the Company’s common stock. In connection with the sale of the Series C Preferred Stock and Warrants, the Company entered into a registration rights agreement with the Investors. The Company received gross proceeds of approximately $10,000,000, less transaction expenses.

 

The Series C Preferred Stock will accrue dividends at an annual rate of 7% payable in cash or, at the Company’s option with respect to dividends accrued during the first year, additional shares of Series C Preferred Stock, and is convertible at any time commencing six months after the Closing into common stock of the Company at a conversion price of $3.00 per share (subject to adjustment). The Company has the right to force the conversion of the Series C Preferred Stock in the event that the Company’s common stock trades above $5.00 per share (subject to adjustment) for 28 trading days in a 30 consecutive trading day period commencing on the initial convertibility date provided that the conversion shares are registered pursuant to an effective registration statement available for resales and certain other conditions are met. Commencing on the one-year anniversary of the issuance date, the Company also has the right to call the outstanding Series C Preferred Stock at a redemption price per share equal to 110% of the stated value per share of the Series C Preferred Stock, plus accrued and unpaid dividends thereon, provided that the conversion shares are registered pursuant to an effective registration statement available for resales and certain other conditions are met.

 

The Company also issued warrants to the Series C preferred share investors which are exercisable at any time six months after their issuance and entitle the investors to purchase shares of the Company’s common stock for a period of five years from the date of the warrants. The warrants are exercisable at an exercise price of $3.50 per share (subject to adjustment). The Company has the right to force the exercise of the Warrants for cash in the event that the Company’s common stock trades above $6.00 (subject to adjustment) for 28 trading days in a period of 30 consecutive trading days after the initial exercisability date, provided that the warrant shares are registered pursuant to an effective registration statement available for resales and certain other conditions are met. In connection with certain specified “fundamental transactions” or a “change of control” the investors have the right to require the Company to repurchase the warrants for their Black-Scholes value calculated as provided in the warrants. Based on fair value allocation $1.7 million of the proceeds from the Series C preferred 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. We recognized $671,000 and $544,000 of gain for the three and six months ended September 30, 2014, respectively, for as fair value adjustment which is included in other income (expense) in our statement of operations..

 

Liquidity

 

We finance our operations through cash and cash equivalents, funds generated through operations and our Term Loan. During the last twelve months, we have not had any significant changes in the terms extended to customers or provided by vendors which would have a material impact on the reported financial statements.

 

We continually monitor our actual and forecasted cash flows, our liquidity and our capital resources. We plan for potential fluctuations in accounts receivable and payment of obligations to creditors and unbudgeted business activities that may arise during the year as a result of changing business conditions or new opportunities. In addition to working capital needs for the general and administrative costs of our ongoing operations, we have cash requirements for among other things: (1) on-boarding expenditures for new clients including web site deployment and fulfillment center capacity investment; (2) equipment needs for our operations; (3) legal disputes and contingencies; and (4) asset or company acquisitions.

 

We currently believe cash and cash equivalents, funds generated from the expected results of operations, funds provided under our Term Loan and vendor terms plus the sale of our distribution business will be sufficient to satisfy our working capital requirements, other cash needs, and to finance expansion plans and strategic initiatives for at least the next twelve months.

 

 

We may review from time to time possible expansion and acquisition opportunities relating to our business. The timing, size or success of any acquisition effort and the associated potential capital commitments are unpredictable. We may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances, including the $15 million delayed draw loan from our Term Loan facility. Debt or equity financing may not, however, be available to us at that time due to a variety of events, including, among others, industry conditions, general economic conditions, market conditions and market perceptions of us and our industry.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Information with respect to disclosures about market risk is contained in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk in this Form 10-Q.

 

Item 4. Controls and Procedures

 

(a) Controls and Procedures

 

We maintain disclosure controls and procedures (“Disclosure Controls”), as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our Exchange Act reports, was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the date of such evaluation.

 

(b) Change in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting during the most recently completed quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

 

Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

See Litigation and Proceedings disclosed in Note 7 to our consolidated financial statements included herein.

  

 

Item 1A. Risk Factors 

 

Information regarding risk factors appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements / Risk Factors in Part 1 — Item 2 of this Form 10-Q and in Part 1 — Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. There have been no other material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

Item 5. Other Information

 

On November 10, 2014, Speed Commerce, Inc., together with certain of its subsidiary companies, entered into a Limited Waiver to Credit and Guaranty Agreement (the “Waiver”). Among other things, the Waiver served to waive the Company’s failure to comply with a financial covenant and reaffirmed certain representations and warranties and obligations of the Company. The discussion herein regarding the Waiver is qualified in its entirety by reference to the Limited Waiver to Credit and Guaranty Agreement by and among the Company and the lenders thereto, attached hereto as Exhibit 10.4.

 

Item 6. Exhibits

 

(a)

The following exhibits are included herein:

 

			Filed	Incorporated by reference
Exhibit			here		Period		Filing
number		Exhibit description	with	Form	ending	Exhibit	date
10.1		Asset Purchase Agreement dated July 9, 2014 by and among the Company and Wynit Distribution, LLC		8-K		2.1	7/9/2014
10.2		Credit and Guaranty Agreement dated July 9, 2014 among the Company, Garrison Loan Agency Services, LLC, as Agent, and Lenders		8-K		10.3	7/9/2014
10.3		Amendment No. 3 to Agreement and Plan of Merger dated September 29, 2014		8-K		2.1	10/3/2014
10.4		Form of Limited Waiver to Credit and Guaranty Agreement dated November 10, 2014	X
31.1		Certification of the Chief Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)	X
31.2		Certification of the Chief Financial Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)	X
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)	X
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)	X
101		The following financial information from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2015, filed with the SEC on November 10, 2014, is formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at September 30, 2014 and March 31, 2014; (ii) the Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended September 30, 2014 and 2013; (iii) the Consolidated Statements of Cash Flows for the six months ended September 30, 2014 and 2013; and (iv) the Notes to Consolidated Financial Statements (Unaudited)	X

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Speed Commerce, Inc.
	(Registrant)
Date: November 10, 2014	/s/ Richard S Willis
	Richard S Willis
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: November 10, 2014	/s/ Terry J. Tuttle
	Terry J. Tuttle
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

  

 

 

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