News Column

SPEED COMMERCE, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations.

August 8, 2014

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 from our facilities in Columbus, Ohio and Dallas, Texas, utilizing 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, Dress Barn, Yankee Candle, and Warby Parker. In June 2014, we launched our E-commerce solution with Huawei U.S. consumer business group. In fiscal 2014, we entered into separate agreements with The Army & Air Force Exchange Service and Navy Exchange Service Command to build and maintain fully integrated, E-commerce platforms as well as provide a variety of fulfillment and call center related services.

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 our clients' 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 retail distribution business segment. The total consideration received for the distribution segment is $15 million. 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 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. 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 segment 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, 2014Speed 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.

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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, and significant upfront new client deployment efforts.

At June 30, 2014 and March 31, 2014 we had $18.1 million and $38.4 million, respectively, 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.

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 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 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.

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.

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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, including our relocation, 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;

? our service fee revenue and gross margin are dependent upon transaction

volume, which volume may differ from our projections;

? 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.

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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 June 30, 2014 2013 Net revenue $ 22,060 100.0 % $ 22,016 100.0 % Cost of revenue 17,341 78.6 16,011 72.7 Gross profit 4,719 21.4 6,005 27.3 Operating Expenses: Selling and marketing 1,002 4.5 562 2.6 General and administrative 3,808 17.3 4,176 19.0 Information technology 844 3.8 659 3.0 Depreciation and amortization 1,769 8.0 1,314 6.0 Total operating expenses 7,423 33.6 6,711 30.6 Loss from operations (2,704 ) (12.2 ) (706 ) (3.3 ) Interest expense, net (541 ) (2.5 ) (380 ) (1.7 ) Other income (expense), net (125 ) (0.6 ) 10 - Loss from continuing operations, before income tax (3,370 ) (15.3 ) (1,076 ) (5.0 ) Income tax expense from continuing operations (54 ) (0.2 ) (19 ) (0.1 ) Net loss from continuing operations (3,424 ) (15.5 ) (1,095 ) (5.1 ) Discontinued operations: Loss from discontinued operations, net of tax (7,359 ) (33.4 ) (2,756 ) (12.5 ) Net loss $ (10,783 ) (48.9 )% $ (3,851 ) (17.6 )%



Results from Continuing Operations

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

Net Revenue



Net revenue was $22.1 million for the three months ended June 30, 2014 compared to $22.0 million for the three months ended June 30, 2013, an increase of $0.1 million, or 0.5%. The increase was primarily due to an increase in management-commerce solution services offset by decreased in third party logistics services.

Cost of Revenue



Cost of revenue was $17.3 million for the three months ended June 30, 2014 compared to $16.0 million for the three months ended June 30, 2013, an increase of $1.3 million, or 8.1%. The increase was primarily due to 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 the second and third quarter of fiscal year 2015.

Operating Expenses



Selling and marketing expenses were $1.0 million for the three months ended June 30, 2014 compared to $0.6 million for the three months ended June 30, 2013, an increase of $0.4 million, or 66.7%. 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 $3.8 million for the three months ended June 30, 2014 compared to $4.2 million for the three months ended June 30, 2013, a decrease of $0.4 million, or 9.5%. The decrease was primarily due to a decrease in transaction and transition costs resulting from integration. 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 $0.8 million for the three months ended June 30, 2014 compared to $0.7 million for the three months ended June 30, 2013, an increase of $0.1 million or 14.3%. The increase was primarily attributable to personnel growth in IT infrastructure and support for new client launches scheduled for fiscal 2015.

Depreciation and amortization expenses were $1.8 million for the three months ended June 30, 2014 compared to $1.3 million for the three months ended June 30, 2013, an increase of $0.5 million or 38.5%. The increase was primarily attributable to incremental investments in IT equipment for new client launches scheduled for fiscal 2015 and the automatic sortation equipment in our Columbus facility, which was not in service in fiscal 2014.

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Interest expense, net



Interest expense was $0.5 million for the three months ended June 30, 2014 compared to expense of $0.4 million for the three months ended June 30, 2013, an increase of $0.1 million or 25.0%. The increase principally reflected higher average debt balances, capital expenditures to expand and the additional automated sortation equipment in the fulfillment center.

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

For the three months ended June 30, 2014, the Company recorded income tax expense from continuing operations of $54,000, compared to income tax expense from continuing operations of $19,000 for the three months ended June 30, 2013. The effective income tax rate applied to continuing operations for the three months ended June 30, 2014 was a negative 1.6%, compared to a negative 1.8% for the three months ended June 30, 2013.

For the three months ended June 30, 2014, the Company recorded income tax expense from discontinued operations of $3,000, compared to income tax expense from discontinued operations of $15,000 for the three months ended June 30, 2013. The effective income tax rate applied to discontinued operations for the three months ended June 30, 2014 was a negative 0.1%, compared to a negative 0.6% for the three months ended June 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 its previously announced divestiture of its legacy Distribution business segment. The distribution business segment has been reclassified as discontinued operations in the consolidated financial statements for all periods presented.

The following table provides the components of discontinued operations:

Three Months Ended June 30, 2014 2013 Net revenue $ 69,267$ 75,716 Cost of revenue 67,269 70,173 Total operating expenses 9,354 8,284 Pre-tax loss from discontinued operations (7,356 ) (2,741 ) Income tax expense (3 ) (15 )



Loss from discontinued operations, net of tax $ (7,359 )$ (2,756 )

Net revenue for the Distribution business was $69.3 million for the three months ended June 30, 2014 as compared to $75.7 million for the three months ended June 30, 2013, a decrease of $6.4 million or 8.5%. The decline in net revenue was largely attributable to a $2.9 million decline in software product group revenue, and a $3.0 million decline in revenue from the consumer electronic and accessories product group. Pre-tax loss from discontinued operations was $7.4 million for the three months ended June 30, 2014 as compared to $2.8 million for the three months ended June 30, 2013.

Market Risk



At June 30, 2014, we had $18.1 million of indebtedness subject to interest rate fluctuations. As such, a 100-basis point change in the current LIBOR rate would have a $91,000 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.

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Liquidity and Capital Resources

Cash Flow Analysis Operating Activities



Cash flows provided by operating activities during the three months ended June 30, 2014 were $13.0 million and were primarily impacted by the following:

? Non-cash charges of $2.5 million, including depreciation and amortization of $1.9 million, which increased due to the purchases computer hardware for new client launches scheduled for fiscal 2015 and fiscal year 2015 charges for the sortation equipment in our Columbus fulfillment center, share-based compensation of $0.4 million, and increased in deferred income taxes of 0.2 million; ? Accounts receivable decreased $2.6 million, resulting from the improvement in client collections; ? Prepaid expenses increased $0.4 million, primarily from timing of annual insurance renewals; ? Other assets increased $3.6 million, primarily due to additional deferred project costs for in-process client development; ? Accounts payable decreased $3.0 million, primarily as a result of timing of payments and purchases; and ? Accrued expenses increased by $3.7 million, primarily as a result of deferred revenues for up-front fees for new clients.



Cash flows provided by operating activities during the three months ended June 30, 2013 were $9.1 million and were primarily impacted by following:

? Non-cash charges of $1.6 million, including depreciation and amortization of $1.4 million, and share-based compensation of $0.2 million; ? Accounts receivable increased $1.7 million, resulting from the timing of invoices to clients; ? Prepaid expenses increased $0.4 million, primarily resulting from the timing of annual insurance renewals; ? Other assets increased $1.3 million, primarily due to deferred project costs for client development; ? Accounts payable decreased $2.2 million, primarily as a result of timing of payments and purchases; and ? Accrued expenses increased $1.0 million, net of various accrual payments and a decrease in accrued wages. Investing Activities



Cash flows used in investing activities totaled $2.4 million for the three months ended June 30, 2014 and cash flows provided by investing activities totaled $0.2 million for the same period last year.

The purchases of property, equipment and software totaled $2.4 million and $0.6 million in the three months ended June 30, 2014 and 2013, respectively. 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 used in financing activities totaled $10.6 million for the three months ended June 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 $20.3 million.

Cash flows used in financing activities totaled $9.4 million for the three months ended June 30, 2013, and we had net payment to the revolving line of credit of $11.4 million.

Discontinued Operations



Net cash flows provided by discontinued operations were $14.8 million for the three months ended June 30, 2014 and consisted of $14.8 million of cash flows provided by operating activities, and $32,000 of cash flows used in investing activities.

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Net cash flows provided by discontinued operations were $15.1 million for the three months ended June 30, 2014 and consisted of $13.2 million of cash flows provided by operating activities, $47,000 of cash flows used in investing activities and $2.0 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. In first quarter of 2015, we recognized $125,000 of expense 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.

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