UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

 

 
FORM 10-Q

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

¨
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   00-10039
 
NEUMEDIA, INC.
(Exact name of Registrant as Specified in Its Charter)

Delaware
22-2267658
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
   
2000 Avenue of the Stars, Suite 410, Los Angeles, CA
90067
(Address of Principal Executive Offices)
(Zip Code)

(310) 601-2500
(Registrant’s Telephone Number, including area code)

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   x     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 definition 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  ¨
(do not check if a smaller reporting company)
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

On February 22, 2010, there were 36,174,225 shares of the Registrant’s common stock, par value $0.0001 per share, issued and outstanding.

 
 

 
 
NEUMEDIA, INC.
Table of Contents
 
      
Page
       
 
PART I - FINANCIAL INFORMATION
   
       
Item 1.
Financial Statements
   
 
Consolidated Balance Sheets as of December 31, 2010 (Unaudited) and March 31, 2010
 
1
 
Consolidated Statements of Operations (Unaudited) For the Three Month and the Nine Month Periods Ended December 31, 2010 and 2009
  2
 
Consolidated Statements of Cash Flows (Unaudited) For the Nine Month Periods Ended December 31, 2010 and 2009
  4
 
Notes to the Unaudited Consolidated Financial Statements
  5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  26
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  37
Item 4
Controls and Procedures
  38
       
 
PART II - OTHER INFORMATION
   
       
Item 1.
Legal Proceedings
  38
Item 1A.
Risk Factors
  38
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  39
Item 3.
Defaults Upon Senior Securities
  39
Item 4.
(Removed and Reserved)
  39
Item 5.
Other Information
  39
Item 6.
Exhibits
  40
Signatures    
  41

 
 

 

PART I - FINANCIAL INFORMATION
 
Item 1.Financial Statements.
 
    
Page(s)
     
Consolidated Balance Sheets as of December 31, 2010 (Unaudited) and March 31, 2010
 
1
     
Consolidated Statements of Operations (Unaudited) for the three months and the nine months ended December 31, 2010 and December 31, 2009
  2
     
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended December  31, 2010 and December 31, 2009
  4
     
Notes to Unaudited Consolidated Financial Statements
  5-25
 
 
 

 
 
NeuMedia, Inc.
(formerly known as Mandalay Media, Inc.)
and Subsidiaries
Unaudited Consolidated Financial Statements
December 31, 2010

 
 

 

 
Page(s)
   
Consolidated Balance Sheets as of December 31, 2010 and March 31, 2010
1
   
Consolidated Statements of Operations for the periods ended December 31, 2010 and December 31, 2009
2
   
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss for the period ended December 31, 2010
3
   
Consolidated Statements of Cash Flows for the periods ended December 31, 2010 and December 31, 2009
4
   
Notes to Unaudited Consolidated Financial Statements
5-25
 
 
 

 

NeuMedia, Inc. and Subsidiaries
1
Consolidated Balance Sheets
 


 
(In thousands, except share amounts)

   
December 31,
   
March 31,
 
   
2010
   
2010
 
   
unaudited
       
             
ASSETS
           
             
Current assets
           
Cash and cash equivalents
  $ 1,683     $ 640  
Accounts receivable, net of allowances of $201 and $403, respectively
    2,593       4,711  
Prepaid expenses and other current assets
    225       477  
Net current assets of discontinued operations
    -       7,377  
                 
Total current assets
    4,501       13,205  
                 
Property and equipment, net
    443       603  
Intangible assets, net
    3,402       8,195  
Goodwill
    6,609       8,155  
Net non-current assets of discontinued operations
    -       16,623  
                 
TOTAL ASSETS
  $ 14,955     $ 46,781  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities
               
Accounts payable
  $ 4,508     $ 4,011  
Accrued license fees
    2,184       1,814  
Accrued compensation
    376       537  
Current portion of long term debt
    19       26,082  
Other current liabilities
    1,880       1,638  
Net current liabilities of discontinued operations
    -       4,625  
                 
Total currrent liabilities
    8,967       38,707  
                 
Long term debt and convertible debt, net of discount of $2,062 and 0, respectively
    4,255       -  
                 
Total liabilities
  $ 13,222     $ 38,707  
                 
Commitments and contingencies (Note 15)
               
                 
Stockholders' equity
               
Preferred stock
Series A convertible preferred stock at $0.0001 par value; 100,000 shares authorized,issued and outstanding (liquidation preference of $1,000,000)
    100       100  
Common stock, $0.0001 par value: 100,000,000 shares authorized; 36,174,225 issued and outstanding at December 31, 2010; 39,776,597 issued and outstanding at March 31, 2010;
    4       4  
Additional paid-in capital
    97,396       95,741  
Accumulated other comprehensive loss
    (285 )     (419 )
Accumulated deficit
    (95,482 )     (87,352 )
                 
Total stockholders' equity
    1,733       8,074  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 14,955     $ 46,781  

The accompanying notes are an integral part of these consolidated financial statements

 
 

 

NeuMedia, Inc. and Subsidiaries
2
Consolidated Statement of Operations (Unaudited)
 


(In thousands, except per share amounts)

   
3 Months Ended
   
3 Months Ended
   
9 Months Ended
   
9 Months Ended
 
   
December 31,
   
December 31,
   
December 31,
   
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net revenues
  $ 2,048     $ 4,029     $ 6,983     $ 11,327  
                                 
Cost of revenues
                               
License fees
    1,172       642       2,747       2,286  
Other direct cost of revenues
    86       102       259       279  
                                 
Total cost of revenues
    1,258       744       3,006       2,565  
                                 
Gross profit
    790       3,285       3,977       8,762  
                                 
Operating expenses
                               
Product development
    929       946       3,063       3,106  
Sales and marketing
    597       597       1,647       2,101  
General and administrative
    1,318       2,510       4,266       6,687  
Amortization of intangible assets
    18       137       54       410  
Impairment of goodwill and intangible assets
    6,028       -       6,028       -  
                      -          
Total operating expenses
    8,890       4,190       15,058       12,304  
                                 
Loss from operations
    (8,100 )     (905 )     (11,081 )     (3,542 )
                                 
Interest and other income / (expense)
                               
Interest income
    -       1       2       8  
Interest expense
    (358 )     (794 )     (1,399 )     (2,182 )
Foreign exchange transaction gain / (loss)
    42       17       (127 )     237  
Other income / (expense)
    (30 )     1,449       (372 )     1,464  
                                 
Interest and other expense
    (346 )     673       (1,896 )     (473 )
                                 
Loss from operations before income taxes
    (8,446 )     (232 )     (12,977 )     (4,015 )
                                 
Income tax provision
    (45 )     (274 )     (178 )     (418 )
                                 
Net loss from continuing operations net of taxes
    (8,491 )     (506 )     (13,155 )     (4,433 )
                                 
Discontinued operations, net of taxes:
                               
Income from discontinued operations net of taxes
    -       1,091       709       2,856  
Gain on disposal of discontinued operations, net of taxes
    -       -       4,315       -  
                                 
Net income from discontinued operations, net of taxes
    -       1,091       5,024       2,856  
                                 
Net profit / (loss)
  $ (8,491 )   $ 585     $ (8,131 )   $ (1,577 )
                                 
Comprehensive income / (loss)
  $ (8,495 )   $ 583     $ (7,995 )   $ 2,904  
                                 
Basic and diluted net income / (loss) per common share
  $ (0.23 )   $ 0.01     $ (0.22 )   $ (0.04 )
Continuing operations
  $ (0.23 )   $ (0.01 )   $ (0.35 )   $ (0.11 )
Discontinued operations
  $ -     $ 0.03     $ 0.14     $ 0.07  
                                 
Weighted average common shares outstanding,
basic and diluted
    36,174       39,850       37,159       39,836  

The accompanying notes are an integral part of these consolidated financial statements

 
 

 

NeuMedia, Inc. and Subsidiaries
3
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss (Unaudited)
 

 
(In thousands, except share amounts)

                                  
Accumulated
                   
                           
Additional
   
Other
                   
   
Common Stock
   
Preferred Stock
   
Paid-In
   
Comprehensive
   
Accumulated
         
Comprehensive
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Income/(Loss)
   
Deficit
   
Total
   
Income
 
                                                       
Balance at March 31, 2010
    39,776,597     $ 4       100,000     $ 100     $ 95,741     $ (419 )   $ (87,352 )   $ 8,074        
                                                                       
Net income
                                                    2,614       2,614       2,614  
                                                                         
Foreign currency translation gain
                                            181               181       181  
                                                                         
Stock-based compensation
                                    192                       192          
                                                                         
Stock voided as part of disposal of subsidiary
    (561,798 )                             (197 )                     (197 )        
                                                                         
Stock acquired by company as part of disposal of subsidiary
    (3,540,574 )                             (1,239 )                     (1,239 )        
                                                                         
Issuance of convertible debt and associated warrants
                                    2,500                       2,500          
                                                                         
Repricing of warrants
                                    172                       172          
                                                                         
Comprehensive income
                                                                  $ 2,795  
                                                                         
Balance at June 30, 2010
    35,674,225     $ 4       100,000     $ 100     $ 97,169     $ (238 )   $ (84,738 )   $ 12,297          
                                                                         
Net income
                                                    (2,253 )     (2,253 )     (2,253 )
                                                                         
Foreign currency translation loss
                                            (43 )             (43 )     (43 )
                                                                         
Stock-based compensation
                                    44                       44          
                                                                         
Stock issued for services
    500,000                               175                       175          
                                                                         
Comprehensive income
                                                                  $ (2,296 )
                                                                         
Balance at September 30, 2010
    36,174,225     $ 4       100,000     $ 100     $ 97,388     $ (281 )   $ (86,991 )   $ 10,220          
                                                                         
Net income
                                                    (8,491 )     (8,491 )     (8,491 )
                                                                         
Foreign currency translation loss
                                            (4 )             (4 )     (4 )
                                                                         
Stock-based compensation
                                    8                       8          
                                                                         
Comprehensive income
                                                                  $ (8,495 )
                                                                         
Balance at December 31, 2010
    36,174,225     $ 4       100,000     $ 100     $ 97,396     $ (285 )   $ (95,482 )   $ 1,733          

The accompanying notes are an integral part of these consolidated financial statements

 
 

 

NeuMedia, Inc. and Subsidiaries
4
Consolidated Statements of Cash Flows (Unaudited)
 


(In thousands)

   
9 Months Ended
   
9 Months Ended
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
Cash flows from operating activities
           
Net income/(loss)
  $ (8,131 )   $ (1,577 )
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
               
Gain on disposal of discontinued operations, net of taxes, net of impact of foreign currency translation
    (4,315 )     -  
Depreciation and amortization
    538       1,273  
Allowance for doubtful accounts
    (202 )     92  
Stock-based compensation
    419       1,453  
Impairment of goodwill and intangibles
    6,028       134  
Warrants issued as compensation for services
    172       134  
(Increase) / decrease in assets, net of effect of disposal of subsidiary:
               
Accounts receivable
    3,307       563  
Prepaid expenses and other current assets
    267       (310 )
Increase / (decrease) in liabilities, net of effect of disposal of subsidiary:
               
Accounts payable
    241       (4,291 )
Accrued license fees
    370       (14 )
Accrued compensation
    (161 )     (146 )
Other liabilities and other items:
    348       (466 )
                 
Net cash used in operating activities
    (1,119 )     (3,289 )
                 
Cash flows from investing activities
               
                 
Purchase of property and equipment
    (60 )     (530 )
Transaction costs
    (906 )     -  
Cash remaining with disposed subsidiary
    (641 )     -  
                 
Net cash used in investing activities
    (1,607 )     (530 )
                 
Cash flows from financing activities
               
                 
Proceeds from new Senior Note
    2,500       -  
                 
Net cash provided by financing activities
    2,500       -  
                 
Effect of exchange rate changes on cash and cash equivalents
    19       205  
                 
Net change in cash and cash equivalents
    (207 )     (3,614 )
                 
Cash and cash equivalents, beginning of period
    1,891       5,927  
                 
Cash and cash equivalents, end of period
  $ 1,684     $ 2,313  
                 
Supplemental disclosure of cash flow information:
               
                 
Taxes paid
    179       230  

The accompanying notes are an integral part of these consolidated financial statements

 
 

 

NeuMedia, Inc. and Subsidiaries
5
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
 
1.
Organization

NeuMedia, Inc. (“we”, “us”, “our”, the “Company” or “NeuMedia”), formerly Mandalay Media, Inc. (“Mandalay Media”) and formerly Mediavest, Inc. (“Mediavest”), was originally incorporated in the state of Delaware on November 6, 1998 under the name eB2B Commerce, Inc. On April 27, 2000, it merged into DynamicWeb Enterprises Inc., a New Jersey corporation, the surviving company, and changed its name to eB2B Commerce, Inc. On April 13, 2005, the Company changed its name to Mediavest, Inc.  Through January 26, 2005, the Company and its former subsidiaries were engaged in providing business-to-business transaction management services designed to simplify trading between buyers and suppliers. The Company was inactive from January 26, 2005 until its m erger with Twistbox Entertainment, Inc., February 12, 2008 (Note 7).  On September 14, 2007, Mediavest was re-incorporated in the state of Delaware as Mandalay Media, Inc.

On November 7, 2007, Mediavest merged into its wholly-owned, newly formed subsidiary, Mandalay Media, with Mandalay Media as the surviving corporation. Mandalay Media issued: (1) one new share of common stock in exchange for each share of Mediavest’s outstanding common stock and (2) one new share of preferred stock in exchange for each share of Mediavest’s outstanding preferred stock as of November 7, 2007. Mandalay Media’s preferred and common stock had the same status and par value as the respective stock of Mediavest and Mandalay Media acceded to all the rights, acquired all the assets and assumed all of the liabilities of Mediavest.

On February 12, 2008, Mandalay Media completed a merger (the “Merger”) with Twistbox Entertainment, Inc. (“Twistbox”) through an exchange of all outstanding capital stock of Twistbox for 10,180 shares of common stock of the Company. In connection with the Merger, the Company assumed of all the outstanding options under Twistbox’s Stock Incentive Plan by the issuance of options to purchase 2,464 shares of common stock of the Company, including 2,145 vested and 319 unvested options.

After the Merger, Twistbox became a wholly-owned subsidiary of the Company, and the Company’s only active subsidiary. Twistbox Entertainment, Inc. (formerly known as The WAAT Corporation) is incorporated in the State of Delaware.

Twistbox is a global publisher and distributor of branded and non-branded entertainment content, including images, video, and games for all mobile platforms and third generation (3G) and fourth generation (4G) mobile networks.  Twistbox publishes and distributes its content in a number of countries.  Since operations began in 2003, Twistbox has developed an intellectual property portfolio that includes mobile rights to global brands and content from leading film, television and lifestyle content publishing companies. Twistbox has built a proprietary mobile publishing platform that includes: tools that automate handset portability for the distribution of images and video; a mobile games development suite that automates the porting of mobile games and applica tions to multiple handsets; and a content standards and ratings system globally adopted by major wireless carriers to assist with the responsible deployment of age-verified content.  Twistbox has distribution agreements with many of the largest mobile operators in the world.

Twistbox is headquartered in the Los Angeles area and has offices in Europe and South America that provide local sales and marketing support for both mobile operators and third party distribution in their respective regions.
 
 
 

 

NeuMedia, Inc. and Subsidiaries
6
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
On October 23, 2008, the Company completed an acquisition of 100% of the issued and outstanding share capital of AMV Holding Limited, a United Kingdom private limited company (“AMV”), and 80% of the issued and outstanding share capital of Fierce Media Ltd (“Fierce”).

AMV is a leading mobile media and marketing company delivering games and lifestyle content directly to consumers in the United Kingdom, Australia, South Africa and various other European countries. AMV markets its well established branded services through a unique Customer Relationship Management platform that drives revenue through mobile internet, print and TV advertising. AMV is headquartered in Marlow, outside of London in the United Kingdom.

On May 10, 2010, an administrator was appointed over AMV in the UK, at the request of the Company’s senior debt holder. As from that date, AMV and its subsidiaries are considered to be a discontinued operation.
 
On June 21, 2010, the Company signed and closed an agreement whereby ValueAct and the AMV Founders, acting through a newly formed company (“NewCo”), acquired the operating subsidiaries of AMV (the “Assets”) in exchange for the release of $23,231 of secured indebtedness (the “Sale”), comprising of a release of all amounts due and payable under the AMV Note and all of the amounts due and payable under the ValueAct Note except for $3,500 in principal. The Company retained all assets and liabilities of Twistbox and the Company other than the Assets.
 
On May 11, 2010, Mandalay Media merged into its wholly-owned, newly formed subsidiary, NeuMedia Inc. (“NeuMedia”), with NeuMedia as the surviving corporation. NeuMedia issued: (1) one new share of common stock in exchange for each share of outstanding common stock of Mandalay Media and (2) one new share of preferred stock in exchange for each share outstanding preferred stock of Mandalay Media as of May 11, 2010. Preferred and common stock of NeuMedia had the same status and par value as the respective stock of Mandalay Media and NeuMedia acceded to all the rights, acquired all the assets and assumed all of the liabilities of Mandalay Media.

 
2.
Summary of Significant Accounting Policies

Basis of Presentation
The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which the Company believes are necessary for a fair statement of the Company’s financial position as of December 31, 2010 and its res ults of operations for the three months and the nine months ended December 31, 2010 and 2009, respectively. These consolidated financial statements are not necessarily indicative of the results to be expected for the entire year. The consolidated balance sheet presented as of December 31, 2010 has been derived from the unaudited consolidated financial statements as of that date, and the consolidated balance sheet presented as of March 31, 2010 has been derived from the audited consolidated financial statements as of that date.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
7
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 


Liquidity
 
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern.   The Company has incurred negative cash flows from operating activities and the majority of the Company’s assets are intangible assets and goodwill, which have been subject to impairment in the current year. In addition, the Company has a deficit in net current assets of $4.5 million at December 31, 2010. On a consolidated basis, the Company has $6.3 million of debt, including accrued interest at December 31, 2010, which becomes due in approximately 30 months, with interest payments on the debt commencing in approximately one year. Within these time frames, the Company will need to rely on generating positive cashflow and/or restructure its financing arrangements, or obtain additional financing. The Company has undertaken a number of specific steps to achieve positive cashflow in the future.
 
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Discontinued operations have been treated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)  205-20, Discontinued Operations.

Revenue Recognition
The Company’s revenues are derived primarily by licensing material and software in the form of products (Image Galleries, Wallpapers, video, WAP Site access, Mobile TV) and mobile games. License arrangements with the end user can be on a perpetual or subscription basis.

A perpetual license gives an end user the right to use the product, image or game on the registered handset on a perpetual basis. A subscription license gives an end user the right to use the product, image or game on the registered handset for a limited period of time, ranging from a few days to as long as one month.

The Company either markets and distributes its products directly to consumers, or distributes products through mobile telecommunications service providers (“carriers”), in which case the carrier markets the product, images or games to end users. License fees for perpetual and subscription licenses are usually billed upon download of the product, image or game by the end user. In the case of subscriber licenses, many subscriber agreements provide for automatic renewal until the subscriber opts-out, while others provide opt-in renewal. In either case, subsequent billings for subscription licenses are generally billed monthly. The Company applies the provisions of FASB ASC 985-605, Software Revenue Recognition, to all transactions.

Revenues are recognized from the Company’s products, images and games when persuasive evidence of an arrangement exists, the product, image or game has been delivered, the fee is fixed or determinable, and the collection of the resulting receivable is probable. For both perpetual and subscription licenses, management considers a license agreement to be evidence of an arrangement with a carrier or aggregator and a “clickwrap” agreement to be evidence of an arrangement with an end user. For these licenses, the Company defines delivery as the download of the product, image or game by the end user.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
8
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
The Company estimates revenues from carriers in the current period when reasonable estimates of these amounts can be made. Most carriers only provide detailed sales transaction data on a one to two month lag. Estimated revenue is treated as unbilled receivables until the detailed reporting is received and the revenues can be billed. Some carriers provide reliable interim preliminary reporting and others report sales data within a reasonable time frame following the end of each month, both of which allow the Company to make reasonable estimates of revenues and therefore to recognize revenues during the reporting period when the end user licenses the product, image or game. Determination of the appropriate amount of revenue recognized involves judgments and estimates that the Company believes are reasonable, but it is possible that actu al results may differ from the Company’s estimates. The Company’s estimates for revenues include consideration of factors such as preliminary sales data, carrier-specific historical sales trends, volume of activity on Company monitored sites, seasonality, time elapsed from launch of services or product lines, the age of games and the expected impact of newly launched games, successful introduction of new handsets, growth of 3G and/or 4G subscribers by carrier, promotions during the period and economic trends. When the Company receives the final carrier reports, to the extent not received within a reasonable time frame following the end of each month, the Company records any differences between estimated revenues and actual revenues in the reporting period when the Company determines the actual amounts. Revenues earned from certain carriers may not be reasonably estimated. If the Company is unable to reasonably estimate the amount of revenues to be recognized in the current period, the C ompany recognizes revenues upon the receipt of a carrier revenue report and when the Company’s portion of licensed revenues are fixed or determinable and collection is probable. To monitor the reliability of the Company’s estimates, management, where possible, reviews the revenues by country, by carrier and by product line on a regular basis to identify unusual trends such as differential adoption rates by carriers or the introduction of new handsets. If the Company deems a carrier not to be creditworthy, the Company defers all revenues from the arrangement until the Company receives payment and all other revenue recognition criteria have been met.

In accordance with FASB ASC 605-45, Reporting Revenue Gross as a Principal Versus Net as an Agent, the Company recognizes as revenues the amount the carrier reports as payable upon the sale of the Company’s products, images or games. The Company has evaluated its carrier agreements and has determined that it is not the principal when selling its products, images or games through carriers. Key indicators that it evaluated to reach this determination include:

 
wireless subscribers directly contract with the carriers, which have most of the service interaction and are generally viewed as the primary obligor by the subscribers;
 
carriers generally have significant control over the types of content that they offer to their subscribers;
 
carriers are directly responsible for billing and collecting fees from their subscribers, including the resolution of billing disputes;
 
carriers generally pay the Company a fixed percentage of their revenues or a fixed fee for each game;
 
carriers generally must approve the price of the Company’s content in advance of their sale to subscribers, and the Company’s more significant carriers generally have the ability to set the ultimate price charged to their subscribers; and
 
the Company has limited risks, including no inventory risk and limited credit risk.

For direct to consumer business, revenue is earned by delivering a product or service directly to the end user of that product or service. In those cases, the Company records as revenue the amount billed to that end user and recognizes the revenue when persuasive evidence of an arrangement exists, the product, image or game has been delivered, the fee is fixed or determinable, and the collection of the resulting receivable is probable. Substantially all of our discontinued operations represents direct to consumer business.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
9
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Net (Loss) per Common Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period plus dilutive common stock equivalents, using the treasury stock method. Potentially dilutive shares from stock options and warrants and the conversion of the Series A preferred stock were as follows:

   
3 Months Ended
   
3 Months Ended
   
9 Months Ended
   
9 Months Ended
 
   
December 30
   
December 30
   
December 31
   
December 31
 
   
2010
   
2009
   
2010
   
2009
 
                         
Potentially dilutive shares
    11,900       100       6,597       100  

These shares were not included in the computation of diluted loss per share as they were anti-dilutive in each period.

Comprehensive Loss
Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to gains and losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity but are excluded from net income. The Company’s other comprehensive income currently includes only foreign currency translation adjustments.

Cash and Cash Equivalents
The Company considers all highly liquid short-term investments purchased with a maturity of three months or less to be cash equivalents.

Content Provider Licenses

Content Provider License Fees and Minimum Guarantees
The Company’s royalty expenses consist of fees that it pays to branded content owners for the use of their intellectual property in the development of the Company’s games and other content, and other expenses directly incurred in earning revenue. Royalty-based obligations are either accrued as incurred and subsequently paid, or in the case of longer term content acquisitions, paid in advance and capitalized on our balance sheet as prepaid royalties. These royalty-based obligations are expensed to cost of revenues either at the applicable contractual rate related to that revenue or over the estimated life of the prepaid royalties. Prepaid purchases for the use of content used only for a defined term are amortized over the term of the agreeme nt.

The Company’s contracts with some licensors include minimum guaranteed royalty payments, which are payable regardless of the ultimate volume of sales to end users. Each quarter, the Company evaluates the realization of its royalties as well as any unrecognized guarantees not yet paid to determine amounts that it deems unlikely to be realized through product sales. The Company uses estimates of revenues, and share of the relevant licensor to evaluate the future realization of future royalties and guarantees. This evaluation considers multiple factors, including the term of the agreement, forecasted demand, product life cycle status, product development plans, and current and anticipated sales levels, as well as other qualitative factors. To the extent that this evaluation indicates that the remaining future guaranteed royalty pay ments are not recoverable, the Company records an impairment charge to cost of revenues and a liability in the period that impairment is indicated.

 
 

 
 
NeuMedia, Inc. and Subsidiaries
10
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Content Acquired
Amounts paid to third party content providers as part of an agreement to make content available to the Company for a term or in perpetuity, without a revenue share, have been capitalized and are included in the balance sheet as prepaid expenses.  These balances will be expensed over the estimated life of the material acquired.

Software Development Costs
The Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product.

The Company has adopted the “tested working model” approach to establishing technological feasibility for its products and games. Under this approach, the Company does not consider a product or game in development to have passed the technological feasibility milestone until the Company has completed a model of the product or game that contains essentially all the functionality and features of the final game and has tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of a product or game for sale; thus, the Company has expensed all software development costs as incurred. The Company considers the following factors in determining whether costs can be capitalized: the emerging nature of the mobile m arket; the gradual evolution of the wireless carrier platforms and mobile phones for which it develops products and games; the lack of pre-orders or sales history for its products and games; the uncertainty regarding a product’s or game’s revenue-generating potential; its lack of control over the carrier distribution channel resulting in uncertainty as to when, if ever, a product or game will be available for sale; and its historical practice of canceling products and games at any stage of the development process.

Product Development Costs
The Company charges costs related to research, design and development of products to product development expense as incurred. The types of costs included in product development expenses include salaries, contractor fees and allocated facilities costs.

Advertising Expenses
The Company expenses the production costs of advertising, including direct response advertising, the first time the advertising takes place. Advertising expense for continuing operations was $84 and ($85) in the three months ended December 31, 2010 and 2009, respectively and $109 and ($37) in the nine months ended December 31, 2010 and 2009, respectively. Advertising expense for discontinued operations was $0 and $1,427 in the three months ended December 31, 2010 and 2009, respectively and $956 and $5,864 in the nine months ended December 31, 2010 and 2009, respectively.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
11
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Restructuring
The Company accounts for costs associated with employee terminations and other exit activities in accordance with FASB ASC 420-10, Accounting for Costs Associated with Exit or Disposal Activities. The Company records employee termination benefits as an operating expense when it communicates the benefit arrangement to the employee and it requires no significant future services, other than a minimum retention period, from the employee to earn the termination benefits.

Fair Value of Financial Instruments
As of December 31, 2010 and March 31, 2010, the carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued license fees, accrued compensation and other current liabilities approximates fair value due to the short-term nature of such instruments. The carrying value of current portion of long-term debt approximates fair value as the related interest rates approximate rates currently available to the Company.

Foreign Currency Translation.
The Company uses the United States dollar for financial reporting purposes.  Assets and liabilities of foreign operations are translated using current rates of exchange prevailing at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transaction occurred.  Statement of Operations amounts are translated at average rates in effect for the reporting period. The foreign currency translation adjustment gain of $134 in the period ended December 31, 2010 and the foreign currency translation adjustment loss of $161 in the period ended December 31, 2009 have been reported as a component of comprehensive income/loss in the consolidated statements of stockholders’ equity and comprehensive income/loss. Translation gains or losses are shown as a separate compon ent of stockholders’ equity.

Concentrations of Credit Risk
Financial instruments which potentially subject us to concentration of credit risk consist principally of cash and cash equivalents, and accounts receivable. We have placed cash and cash equivalents with a single high credit-quality institution. Most of our sales are made directly to large national Mobile Phone Operators in the countries that we operate. We have a significant level of business and resulting significant accounts receivable balance with one operator and therefore have a high concentration of credit risk with that operator. We perform ongoing credit evaluations of our customers and maintain an allowance for potential credit losses. As of December 31, 2010, one major customer represented approximately 35% of our gross accounts receivable outstanding. This customer accounted for 36% of our gross accounts receivable outstan ding as of March 31, 2010. The customer accounted for 49% of our gross revenues in the period ended December 31, 2010; and 40% in the period ended December 31, 2009.

Property and Equipment
Property and equipment is stated at cost.  Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are 8 to 10 years for leasehold improvements and 5 years for other assets.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
12
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Goodwill and Indefinite Life Intangible Assets
Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with FASB ASC 350-20 Goodwill and Other Intangible Assets, the value assigned to goodwill and indefinite lived intangible assets, including trademarks and tradenames, is not amortized to expense, but rather they are evaluated at least on an annual basis to determine if there are potential impairments. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill is less than the carrying value. If the fair value of an indefinite lived intangible (such as trademarks and trade names) is less than its carrying amount, an impairment loss is recorded. Fair value is determined based on discounted cash flows, market multiples or appraised values, as appropriate. Discounted cash flow analysis requires assumptions about the timing and amount of future cash inflows and outflows, risk, the cost of capital, and terminal values. Each of these factors can significantly affect the value of the intangible asset. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s judgment. Any changes in key assumptions about the Company’s businesses and their prospects, or changes in market conditions, could result in an impairment charge. Some of the more significant estimates and assumptions inherent in the intangible asset valuation process include: the timing and amount of projected future cash flows; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal or regulatory trends.

In the period ended December 31, 2010, the Company determined that there was an impairment of goodwill, amounting to $1,546. In the year ended March 31, 2010, the Company determined that there was an impairment of goodwill, amounting to $32,694. In the year ended March 31, 2009, the Company determined that there was an impairment of goodwill, amounting to $27,844.  In performing the related valuation analysis, the Company used various valuation methodologies including probability weighted discounted cash flows, comparable transaction analysis, and market capitalization and comparable company multiple comparison. The impairment is detailed in Note 8 below.

Impairment of Long-Lived Assets and Finite Life Intangibles

Long-lived assets, including intangible assets subject to amortization, primarily consist of customer lists, license agreements and software that have been acquired, and are amortized using the straight-line method over their useful lives ranging from three to ten years and are reviewed for impairment in accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measur ed by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

In the period ended December 31, 2010, the Company determined that there was an impairment of intangible assets, amounting to $4,482.  In the year ended March 31, 2010, the Company determined that there was an impairment of intangible assets, amounting to $5,736. In the year ended March 31, 2009, the Company determined that there was an impairment of intangible assets, amounting to $3,940. In performing the related valuation analyses the Company used various valuation methodologies including probability weighted discounted cash flows, comparable transaction analysis, and market capitalization and comparable company multiple comparison. The impairment is detailed in Note 8 below.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
13
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Income Taxes (“ASC 740-10”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. Under ASC 740-10, the Company determines deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of assets and liabilities along with net operating losses, if it is more likely than not the tax benefits will be realized using the enacted tax rates in effect for the year in which it expects the differences to reverse.  To the extent a deferred tax asset cannot be recognized, a valuation allowance is established if necessary.

ASC 740-10 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the “more-likely-than-not” recognition threshold should be measured as the largest amount of the tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. We recognize interest and penalties related to income tax matters as a component of the provision for income taxes. We do not currently anticipate that the total amount of unrecognized tax benefits will significantly change within the next 12 months.

Stock-based compensation.
We have applied FASB ASC 718 Share-Based Payment (“ASC 718”) and accordingly, we record stock-based compensation expense for all of our stock-based awards.

Under ASC 718, we estimate the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The amount of expense recognized represents the expense associated with the stock options we expect to ultimately vest based upon an estimated rate of forfeitures; this rate of forfeitures is updated as necessary and any adjustments needed to recognize the fair value of options that actually vest or are forfeited are recorded.

The Black-Scholes option pricing model, used to estimate the fair value of an award, requires the input of subjective assumptions, including the expected volatility of our common stock, interest rates, dividend rates and an option’s expected life. As a result, the financial statements include amounts that are based upon our best estimates and judgments relating to the expenses recognized for stock-based compensation.

Preferred Stock
The Company applies the guidance enumerated in FASB ASC  480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”) when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value in accordance with ASC 480-10. All other issuances of preferred stock are subject to the classification and measurement principles of ASC 480-10. Accordingly, the Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrenc e of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
14
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent asset and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. The most significant estimates relate to revenues for periods not yet reported by carriers, liabilities recorded for future minimum guarantee payments under content licenses, accounts receivable allowances, and stock-based compensation expense.

Recent Accounting Pronouncements

There were no recent accounting pronouncements issued by the FASB or the Securities and Exchange Commission during the three months ended December 31, 2010 or that were issued in prior periods but do not become effective until future periods that in the opinion of  management had, or are expected  to have a material impact on our present or future consolidated financial statements.

 
3.
Fair Value Measurements
 
As of December 31, 2010 and March 31, 2010, the carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments.
 
On April 1, 2009, the Company adopted FASB ASC  820-10, Fair Value Measurements and Disclosures - Measuring Liabilities at Fair Value (“ASC 820-10”). ASC 820-10, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820-10 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information.
 
ASC 820-10 establishes a three-level valuation hierarchy of valuation techniques that is based on observable and unobservable inputs. Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The first two inputs are considered observable and the last unobservable, that may be used to measure fair value and include the following:
 
Level 1 - Quoted prices in active markets for identical assets or liabilities.
 
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
During the quarter ended December 31, 2010 the Company performed a review of the fair value of goodwill and intangible assets. As a result of this assessment, the Company determined that its' net book value for both goodwill and intangible assets exceeded the implied fair value, resulting in an impairment charge.

The methodology and the impairment are described in Note 8 “Impairment of Goodwill and Other Indefinite-Lived Intangible Assets.

 
 

 
 
NeuMedia, Inc. and Subsidiaries
15
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
 
4.
Accounts Receivable
 
   
December 31
   
March 31,
 
   
2010
   
2010
 
             
Accounts receivable
  $ 2,794     $ 5,114  
Less: allowance for doubtful accounts
    (201 )     (403 )
Net Accounts receivable of continuing operations
  $ 2,593     $ 4,711  
                 
Net Accounts receivable of discontinued operations
  $ -     $ 5,694  
 
Accounts receivable includes amounts billed and unbilled as of the respective balance sheet dates. The Company had no significant write-offs or recoveries during the quarter ended December 31, 2010 and the fiscal year ended March 31, 2010.
 
 
5.
Property and Equipment
 
   
December 31,
   
March 31,
 
   
2010
   
2010
 
             
Equipment
  $ 999     $ 829  
Furniture & fixtures
    308     $ 278  
Leasehold improvements
    140     $ 140  
      1,447     $ 1,247  
Accumulated depreciation
    (1,004 )   $ (644 )
Net Property and Equipment of continuing operations
  $ 443     $ 603  
                 
Net Property and Equipment of discontinued operations
  $ -     $ 668  
 
Depreciation expense for the three months ended December 31, 2010 and 2009 was $74 and $87, respectively, and for the nine months ended December 31, 2010 and 2009 was $227 and $266, respectively for continuing operations.  Depreciation expense for the three months ended December 31, 2010 and 2009 was $0 and $34, respectively, and for the nine months ended December 31, 2010 and 2009 was $27 and $86, respectively for discontinued operations.
 
 
6.
Description of Stock Plans
 
On September 27, 2007, the stockholders of the Company adopted the 2007 Employee, Director and Consultant Stock Plan (“Plan”). Under the Plan, the Company may grant up to 3,000 shares or equivalents of common stock of the Company as incentive stock options (“ISO”), non-qualified options (“NQO”), stock grants or stock-based awards to employees, directors or consultants, except that ISO’s shall only be issued to employees. Generally, ISO’s and NQO’s shall be issued at prices not less than fair market value at the date of issuance, as defined, and for terms ranging up to ten years, as defined. All other terms of grants shall be determined by the board of directors of the Company, subject to the Plan.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
16
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
On February 12, 2008, the Company amended the Plan to increase the number of shares of our common stock that may be issued under the Plan to 7,000 shares and on March 7, 2008, amended the Plan to increase the maximum number of shares of the Company's common stock with respect to which stock rights may be granted in any fiscal year to 1,100 shares. All other terms of the plan remain in full force and effect.
 
Option Plans

The following table summarizes options granted for the periods or as of the dates indicated:

   
Number of
   
Weighted Average
 
   
Shares
   
Exercise Price
 
Outstanding at March 31, 2010
    6,187     $ 2.49  
Granted
    -     $ -  
Canceled
    -     $ -  
Exercised
    -     $ -  
Outstanding at December 31, 2010 (unaudited)
    6,187     $ 2.49  
Exercisable at December 31, 2010 (unaudited)
    6,179     $ 2.49  

No new options were granted for the nine months ended December 31, 2010.

The exercise price for options outstanding at December 31, 2010 were as follows:

     
Weighted
                   
     
Average
         
Weighted
       
     
Remaining
   
Number
   
Average
   
Aggregate
 
Range of
   
Contractual Life
   
Outsanding
   
Exercise
   
Intrinsic
 
Exercise Price
   
(Years)
   
December 31, 2010
   
Price
   
Value
 
                           
$ 0 - $1.00       5.58       2,070     $ 0.63     $ -  
$ 2.00 - $3.00       7.33       2,617     $ 2.67     $ -  
$ 4.00 - $5.00       7.12       1,500     $ 4.75     $ -  
          6.69       6,187     $ 2.49     $ -  

The exercise price for options exercisable at December 31, 2010 were as follows:

 
 

 
 
NeuMedia, Inc. and Subsidiaries
17
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
     
Weighted
                   
     
Average
         
Weighted
       
     
Remaining
   
Options
   
Average
   
Aggregate
 
Range of
   
Contractual Life
   
Exercisable
   
Exercise
   
Intrinsic
 
Exercise Price
   
(Years)
   
December 31, 2010
   
Price
   
Value
 
                           
$ 0 - $1.00       5.58       2,062     $ 0.63     $ -  
$ 2.00 - $3.00       7.33       2,617     $ 2.67     $ -  
$ 4.00 - $5.00       7.12       1,500     $ 4.75     $ -  
          6.69       6,179     $ 2.49       -  

Option Plans and Stock Plans

Total stock compensation expense is included in the following statements of operations components:

    
9 Months Ended
   
9 Months Ended
 
   
December 31
   
December 31
 
   
2010
   
2009
 
Product development
  $ 6     $ 9  
Sales and marketing
    14       70  
General and administrative
    224       1,430  
     $ 244     $ 1,509  

 
7.
Acquisitions/Purchase Price Accounting/Discontinued Operations
 
Acquisition - AMV Holding Limited and subsidiaries (Discontinued Operation)

On October 23, 2008, the Company completed an acquisition of 100% of AMV Holding Limited, a United Kingdom private limited company (“AMV”) and 80% of Fierce Media Limited. The acquisition was effective on October 1, 2008.

Discontinued Operations

The Company had been negotiating a restructuring of debt with its senior debt holder for some time.  These negotiations were finalized on June 21, 2010.  On that date, the Company signed and closed a number of transactions, which included the sale of AMV. Pursuant to the Agreement, ValueAct Small Cap Master Fund, L.P. (“ValueAct”) and Nate MacLeitch and Jonathan Cresswell (the “AMV Founders”), acting through a newly formed company (“NewCo”), acquired the operating subsidiaries of AMV in exchange for the release of $23,231 of secured indebtedness, which included a release of all amounts due and payable under the secured promissory note in the aggregate principal amount of $5,375 (the “AMV Note”) and all of the amounts due and payable under the the Senior Secured Note, issued by Twistbox, due July 31, 2010, as amended on February 12, 2008 (the “ValueAct Note”) except for $3,500 in principal. In addition, all intercompany balances at that date were cancelled, and all shares of common stock and warrants of the Company held by ValueAct were cancelled. In addition, approximately 3,541 shares of common stock of the Company held by two of the founders of AMV were acquired by the Company.  As of June 30, 2010 the Company accrued $300 to a related party pertaining to the sale of AMV.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
18
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
In accordance with FASB ASC 205-20, Discontinued Operations, the operating results and net assets and liabilities related to AMV were reclassified as of June 21, 2010 and reported as discontinued operations in the accompanying consolidated financial statements.
 
The following is a summary of assets and liabilities of the discontinued operations as of March 31, 2010 and as of the disposal date of June 21, 2010 and the resulting gain on sale:

   
June 21,
   
March 31,
 
   
2010
   
2010
 
Assets
           
Cash
  $ 641     $ 1,251  
Working Capital, net of cash
    1,367       1,501  
Property and Equipment, net
    591       668  
Goodwill and intangibles
    15,948       15,955  
Net Assets Sold
  $ 18,547     $ 19,375  
                 
Direct costs associated with the sale
    1,173          
Currency translation adjustment
    234          
Other
    3          
                 
    $ 19,957          
                 
Consideration
    24,272          
                 
Gain on sale, net of taxes
  $ 4,315          
 
 
8.
Impairment of Goodwill and Other Indefinite-Lived Intangible Assets
 
Goodwill
 
The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future, the amount of which may be material.  The fair value measurements for our goodwill and indefinite-lived intangible assets use significant unobservable inputs, including the forecasted future results of the Company that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820 “Fair Value Measurements and Disclosures” as Level 3 inputs discussed in detail in Note 3 “Fair Value Measurements.”

A reconciliation of the changes to the Company's carrying amount of goodwill for the period ended December 31, 2010 is as follows:

 
 

 
 
NeuMedia, Inc. and Subsidiaries
19
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Balance at March 31, 2010
  $ 8,155  
Goodwill impairment
    (1,546 )
Balance at December 31, 2010
  $ 6,609  

The Company obtained an appraisal of the fair value of goodwill in the current quarter. Fair value is defined under ASC 820, Fair Value Measurements and Disclosures as, “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. The Company considered a number of valuation approaches and methods and applied the most appropriate methods from the income, and market approaches to derive an opinion of value. Under the income approach, the Company utilized the discounted cash flow method, and under the market approach, consideration was given to the guideline public company method, the merger and acquisition method, and the market capitalization method.

As a result of the assessment, the Company determined that its net book value exceeded the implied fair value and recorded an impairment charge of $1,546 to write down goodwill. The impairment charge is included in “Impairment of goodwill and intangible assets” within operating expenses in the income statement.  Since the valuation has not been fully completed, the Company has recorded the impairment charge as an estimate.  Any adjustment to the impairment charge as a result of finalizing the valuation will be recognized in the Company's fourth fiscal quarter.
 
Other Intangible Assets
 
A reconciliation of the changes to the Company's carrying amount of intangible assets for the period ended December 31, 2010 is as follows:

Balance at March 31, 2010
  $ 8,195  
Amortization
  $ (311 )
Impairment charge
  $ (4,482 )
Balance at December 31, 2010
  $ 3,402  
 
The Company obtained an appraisal of the fair value of intangible assets in the current quarter. The Company separately considered a number of valuation methodologies for each intangible asset group. As a result of the assessment, the Company determined that its net book value exceeded the implied fair value and recorded an impairment charge of $4,482 to write down intangible assets. The impairment charge is included “Impairment of goodwill and intangible assets” within operating expenses in the income statement. The unobservable inputs are defined in FASB ASC Topic 820 Fair Value Measur ements and Disclosures” as level 3 inputs.   Since the valuation has not been fully completed, the Company has recorded the impairment charge as an estimate.  Any adjustment to the impairment charge as a result of finalizing the valuation will be recognized in the Company's fourth fiscal quarter.

The Company has included amortization of acquired intangible assets directly attributable to revenue-generating activities in cost of revenues. The Company has included amortization of acquired intangible assets not directly attributable to revenue-generating activities in operating expenses. During the three months ended December 31, 2010 and 2009, the Company recorded amortization expense in the amount of $86 and $102, respectively, in cost of revenues and amortization expense in the amount of $18 and $137 respectively, in operating expenses for continuing operations. During the nine months ended December 31, 2010 and 2009 the Company recorded amortization expense in the amount of $259 and $305 respectively, in cost of revenues and amortization expense in the amount of $54 and $410 respectively, in operating expenses for continuing operations. During the three months ended December 31, 2010 and 2009, the Company recorded amortization expense in the amount of $0 and $75, respectively, in cost of revenues and amortization expense in the amount of $0 and $40 respectively, in operating expenses for discontinued operations. During the nine months ended December 31, 2010 and 2009 the Company recorded amortization expense in the amount of $26 and $127 respectively, in cost of revenues and amortization expense in the amount of $40 and $122 respectively, in operating expenses for continuing operations.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
20
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
As of December 31, 2010, the total expected future amortization related to intangible assets for continuing operations was as follows:

   
12 Months Ended December 31,
 
   
2011
   
2012
   
2013
   
2014
   
2015
 
Software
  $ 227     $ 227     $ 227     $ 227     $ 17  

 
9.
Debt
 
Short Term Debt
           
             
Senior secured note, inclusive of accrued interest net of discount of $0 and $40, respectively
  $ -       19,749  
Deferred purchase consideration inclusive of accrued interest
    -       6,333  
Equipment Leases inclusive of accrued interest
    19       -  
    $ 19     $ 26,082  

   
December 31,
   
March 31,
 
   
2010
   
2010
 
Long Term Debt
           
             
Senior secured note, inclusive of accrued interest,net of discount of $2,062 and $0, respectively
  $ 570     $ -  
Secured note, inclusive of accrued interest
    3,685       -  
    $ 4,255     $ -  

ValueAct Note

As described in Note 7, in connection with the disposal of AMV on June 21, 2010, all amounts due and payable under the AMV Note were released, and the ValueAct Note was amended and restated in its entirety and reduced to $3.5 million of principal (the “Amended ValueAct Note”).

Senior Secured Convertible Notes

In addition, for purposes of capitalizing the Company, the Company sold and issued $2,500 of Senior Secured Convertible Notes due June 21, 2013 of the Company (the “New Senior Secured Notes”) to certain of the Company’s significant stockholders.  The New Senior Secured Notes have a three year term and bear interest at a rate of 10% per annum payable in arrears semi-annually. Notwithstanding the foregoing, at any time on or prior to the 18th month following the original issue date of the New Senior Secured Notes, the Company may, at its option, in lieu of making any cash payment of interest, elect that the amount of any interest due and payable on any interest payment date on or prior to the 18th month following the original issue date of the New Senior Secured Notes be added to the principal due under the New Senior Secured Notes. The accrued and unpaid principal and interest due on the New Senior Secured Notes are convertible at any time at the election of the holder into shares of common stock of the Company at a conversion price of $0.15 per share, subject to adjustment. The New Senior Secured Notes are secured by a first lien on substantially all of the assets of the Company and its subsidiaries pursuant to the terms of that certain Guarantee and Security Agreement, dated as of June 21, 2010, among Twistbox, the Company, each of the subsidiaries thereof party thereto, the investors party thereto and Trinad Management. The Amended ValueAct Note is subordinated to the New Senior Secured Notes pursuant to the terms of that certain Subordination Agreement, dated as of June 21, 2010, by and between Trinad Fund, and ValueAct, and each of the Company and Twi stbox.

 
 

 
 
NeuMedia, Inc. and Subsidiaries
21
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Each purchaser of a New Senior Secured Note also received a warrant (“Warrant”) to purchase shares of common stock of the Company at an exercise price of $0.25 per share, subject to adjustment.  For each $1 of New Senior Secured Notes purchased, the purchaser received a Warrant to purchase 3.33 shares of common stock of the Company.  Each Warrant has a five year term.
 
The Warrants granted to the New Senior Secured Note holders on June 21, 2010 and conversion feature in the New Senior Secured Notes are not considered derivative instruments since the Warrants and the New Senior Secured Notes have a set conversion price. The Company determined the fair value of the detachable warrants issued in connection with the New Senior Secured Notes to be $1,678, using the Black-Scholes option pricing model and the following assumptions:  expected life of 5 years, a risk free interest rate of 2.05%, a dividend yield of 0% and volatility of 54.62%. In addition, the Company determined the value of the beneficial conversion feature to be $5,833. The combined total discount for the New Senior Secured Notes  is limited to the face value of the New Senior Secured Notes  0;of $2,500 and is being amortized over the term of the New Senior Secured Notes . For the nine months ended December 31, 2010, the Company amortized $438 of the aforesaid discounts as interest and financing costs in the accompanying consolidated statements of operations
 
At December 31, 2010,  minimum future obligations through June 21, 2013, including interest and principal, under the New Senior Secured Notes were $8,041.

12 Months Ended December 31,
 
2011
   
2012
   
2013
   
Thereafter
 
$ -     $ 1,678     $ 6,363     $ -  

 
10.
Related Party Transactions
 
The Company engages in various business relationships with shareholders and officers and their related entities. The significant relationships are disclosed below.
 
On September 14, 2006, the Company entered into a management agreement (“Agreement”) with Trinad Management for five years. Pursuant to the terms of the Agreement, Trinad Management will provide certain management services, including, without limitation, the sourcing, structuring and negotiation of a potential business combination transaction involving the Company in exchange for a fee of $90 per quarter, plus reimbursements of all expenses reasonably incurred in connection with the provision of Agreement. The Agreement expires on September 14, 2011. Either party may terminate with prior written notice. However, if the Company terminates, it shall pay a termination fee of $1,000. For the three months ended December 31, 2010 and 2009, the Company incurred management fees under the agreement of $90 and $90 respectively. The payment for the three months ended September 30 and December 31, 2010 has been partially deferred. For the nine months ended December 31, 2010 and 2009, the Company incurred management fees under the agreement of $270 and $270 respectively.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
22
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
In March 2008, the Company entered into a month to month lease for office space with Trinad Management for rent of $9 per month, subsequently reduced to $5 per month.  Rent expense in connection with this lease was $10 and $26, respectively, for the three months ended December 31, 2010 and 2009, and was $40 and $77, respectively, for the nine months ended December 31, 2010 and 2009.
 
 
11.
Capital Stock Transactions

Preferred Stock

There are 100 shares of Series A Convertible Preferred Stock of the Company authorized, issued and outstanding. The Series A Convertible Preferred Stock  has a par value of $0.0001 per share. The holders of Series A Convertible Preferred Stock are entitled to: (1) vote on an equal per share basis as common stock of the Company, (2) dividends on an as-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A Convertible Preferred Stock  (subject to adjustment) or such amount that would have been paid on an as-converted basis. The holder of the Series A Convertible Preferred Stock has agreed not to exercise certain rights until such time as the Amended ValueAct Note has been repaid in cash in full.

Common Stock

In September 2009, the Company issued warrants to purchase 1,200 shares of common stock of the Company to a vendor. The warrants are exercisable at $1.25 per share, through September 23, 2014 and were valued at $134 at the time of issue.

In connection with the restructuring described in Note 7, on June 21, 2010, 562 shares of common stock of the Company held by ValueAct were cancelled, and 3,541 shares of common stock of the Company held by certain founders of AMV were acquired by the Company at a price of $0.02 per share. In addition, a total of 2,185 warrants to purchase common stock of the Company held by ValueAct were cancelled.
 
In addition, in connection with the New Senior Secured Notes described in Note 9, on June 21, 2010, each purchaser of a New Senior Secured Note also received a warrant (“Warrant”) to purchase shares of common stock of the Company at an exercise price of $0.25 per share, subject to adjustment.  For each $1 of New Senior Secured Notes purchased, the purchaser received a Warrant to purchase 3.33 shares of common stock of the Company.  Each Warrant has a five year term.
 
On August 9, 2010, 500,000 shares of common stock of the Company were issued to a director of the Company, as compensation for services rendered.
 
 
12.
Employee Benefit Plans

The Company has an employee 401(k) savings plan covering full-time eligible employees.  These employees may contribute eligible compensation up to the annual IRS limit. The Company does not make matching contributions.
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
23
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
 
13.
Income Taxes

The income tax provision for the quarter represents foreign withholding taxes related to continuing operations paid in jurisdictions outside of the US.  Profit from discontinued operations is disclosed net of taxes – these are income taxes currently payable in foreign jurisdictions, primarily the United Kingdom based on revenue derived in that territory. The tax provision arising from the gain on disposal of discontinued operations is offset against available tax losses.
 
Management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2010.
 
ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets.  Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. The Company adopted the provisions of ASC 740 on January 1, 2008 and there was no difference between the amounts of unrecognized tax benefits recognized in the balance sheet prior to the adoption of ASC 740 and those after the adoption of ASC 740. There were no unrecognized tax benefits not subject to valuation allowance as of December 31, 2010 and March 31, 2010. The Company recognized no interest and penalties on income taxes in its statement of operations for the periods ended December 31, 2010 and 2009.  Management believes that with few exceptions, the Company is no l onger subject to income tax examinations by tax authorities for years before March 31, 2004.
 
 
14.
Segment and Geographic information
 
The Company operates in one reportable segment in which it is a developer and publisher of branded and non-branded entertainment content for mobile phones. Revenues are attributed to geographic areas based on the country in which the carrier’s principal operations are located. The Company attributes its long-lived assets, which primarily consist of property and equipment, to a country primarily based on the physical location of the assets. Goodwill and intangibles are not included in this allocation. The following information sets forth geographic information on our sales and net property and equipment for the period ended December 31, 2010:

   
North
         
Other
       
   
America
   
Europe
   
Regions
   
Consolidated
 
                         
Three Months ended December 31, 2010
Net sales to unaffiliated customers
    13       1,555       479     $ 2,048  
                                 
Nine Months ended December 31, 2010
Net sales to unaffiliated customers
    596       5,137       1,250     $ 6,983  
                                 
Property and equipment, net at
December 31, 2010
    371       71       1     $ 443  
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
24
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
During the three months ended December 31, 2010 and December 31, 2009, our largest customer accounted for 43% and 39%, respectively, of gross revenues and 49% and 40% of gross revenues for the nine months ended December 31, 2010 and December 31, 2009, respectively.
 
 
15.
Commitments and Contingencies

Operating Lease Obligations
The Company leases office facilities under noncancelable operating leases expiring in various years through 2011.  Future minimum payments under initial terms of leases at December 31, 2010 are $21.
These amounts do not reflect future escalations for real estate taxes and building operating expenses.  Rental expense for continuing operations amounted to $284 and $500, respectively, for the nine months ended December 31, 2010 and  2009.

Other Obligations
As of December 31, 2010, the Company was obligated for payments under various distribution agreements, equipment lease agreements, employment contracts and the management agreement described in Note 10 with initial terms greater than one year at December 31, 2010.  Annual payments relating to these commitments at December 31, 2010 are as follows:
 
Year Ending December 31,
 
Commitments
 
       
2011
  $ 1,692  
2012
    4  
         
Total minimum payments
  $ 1,696  
 
Minimum Guaranteed Royalties
 
The Company has entered into license agreements with various owners of brands and other intellectual property so that it could develop and publish branded products for mobile handsets.

Pursuant to some of these agreements, the Company is required to pay minimum royalties over the term of the agreements regardless of actual sales. Future minimum royalty payments for those
agreements as of December 31, 2010 were as follows:
 
   
Minimum
 
   
Guaranteed
 
Year Ending December 31,
 
Royalties
 
       
2011
  $ 1,200  
2012
  $ 1,200  
2013
  $ 1,200  
2014
  $ 1,200  
2015
  $ 5,400  
         
Total minimum payments
  $ 10,200  
 
 
 

 
 
NeuMedia, Inc. and Subsidiaries
25
Notes to Unaudited Consolidated Financial Statements
(all numbers in thousands except per share amounts) 

 
Litigation
 
Twistbox’s wholly owned subsidiary, WAAT Media Corp. (“WAAT”) and General Media Communications, Inc. (“GMCI”) are parties to a content license agreement dated May 30, 2006, whereby GMCI granted to WAAT certain exclusive rights to exploit GMCI branded content via mobile devices.  GMCI terminated the agreement on January 26, 2009 based on its claim that WAAT failed to cure a material breach pertaining to the non-payment of a minimum royalty guarantee installment in the amount of $485.  On or about March 16, 2009, GMCI filed a complaint seeking the balance of the minimum guarantee payments due under the agreement in the approximate amount of $4,085.  WAAT has counter-sued claiming GMCI is not entitled to the claimed amount and that it has breached the agreement by, among other t hings, failing to promote, market and advertise the mobile services as required under the agreement and by fraudulently inducing WAAT to enter into the agreement based on GMCI’s repeated assurances of its intention to reinvigorate its flagship brand.  GMCI has filed a demurrer to the counter-claim.  WAAT subsequently filed an amended counter-claim. WAAT intends to vigorously defend against this action.  Principals of both parties continue to communicate to find a mutually acceptable resolution. The Company has accrued for its estimated liability in this matter.
 
The Company is subject to various claims and legal proceedings arising in the normal course of business.  Based on the opinion of the Company’s legal counsel, management believes that the ultimate liability, if any in the aggregate of other claims will not be material to the financial position or results of operations of the Company for any future period; and no liability has been accrued.
 
 
16.
Subsequent Events
 
In connection with a restructuring of the Company’s operations, on February 21, 2011 the Company entered into several agreement with officers and senior management which provide for separation and transition arrangements with some employees and amended employment arrangements for other employees. These agreements will result in reduced expenses for the Company going forward, but do include separation payments and the issuance of new stock options and RSUs which will have a financial impact for the Company in the 4th fiscal quarter.
 
 
 

 
26
 
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion should be read in conjunction with, and is qualified in its entirety by, the Financial Statements and the Notes thereto included in this report. This discussion contains certain forward-looking statements that involve substantial risks and uncertainties. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to our management or us, are intended to identify such forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements as a result of a variety of factors including those set forth under “Risk Factors” in our Annual Report on Form 10-K, as amended, for the period ended March 31, 2010. Historical operating results are not necessarily indicative of the trends in operating results for any future period.
 
Unless the context otherwise indicates, the use of the terms “we,” “our”, “us”, “NeuMedia” or the “Company” refer to the business and operations of NeuMedia, Inc. (“NeuMedia”) through its operating and wholly-owned subsidiary, Twistbox Entertainment, Inc. (“Twistbox”).
 
Historical Operations of NeuMedia, Inc.
 
NeuMedia was originally incorporated in the State of Delaware on November 6, 1998 under the name eB2B Commerce, Inc. On April 27, 2000, the company merged into DynamicWeb Enterprises Inc., a New Jersey corporation, and changed its name to eB2B Commerce, Inc. On April 13, 2005, the company changed its name to Mediavest, Inc. On November 7, 2007, through a merger, the Company reincorporated in the State of Delaware under the name Mandalay Media, Inc.  On May 12, 2010, the Company changed its name to NeuMedia, Inc.
 
On October 27, 2004, and as amended on December 17, 2004, NeuMedia filed a plan for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Plan of Reorganization”). Under the Plan of Reorganization, as completed on January 26, 2005: (1) NeuMedia’s net operating assets and liabilities were transferred to the holders of the secured notes in satisfaction of the principal and accrued interest thereon; (2) $400,000 were transferred to a liquidation trust and used to pay administrative costs and certain preferred creditors; (3) $100,000 were retained by NeuMedia to fund the expenses of remaining public; (4) 3.5% of the new common stock of NeuMedia (140,000 shares) was issued to the holders of record of NeuMedia’s preferred stock in settlement of their liquidation preferences; (5) 3.5% of the new common stock of NeuMedia (140,000 shares) was issued to common stockholders of record as of January 26, 2005 in exchange for all of the outstanding shares of the common stock of the Company; and (6) 93% of the new common stock of NeuMedia (3,720,000 shares) was issued to the sponsor of the Plan of Reorganization in exchange for $500,000 in cash. Through January 26, 2005, NeuMedia and its subsidiaries were engaged in providing business-to-business transaction management services designed to simplify trading between buyers and suppliers.

Prior to February 12, 2008, NeuMedia was a public shell company with no operations, and controlled by its significant stockholder, Trinad Capital Master Fund, L.P.
 
SUMMARY OF THE TWISTBOX MERGER
 
NeuMedia entered into an Agreement and Plan of Merger on December 31, 2007, as subsequently amended by the Amendment to Agreement and Plan of Merger dated February 12, 2008 (the “Merger Agreement”), with Twistbox Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of NeuMedia (“Merger Sub”), Twistbox Entertainment, Inc. (“Twistbox”), and Adi McAbian and Spark Capital, L.P., as representatives of the stockholders of Twistbox, pursuant to which Merger Sub would merge with and into Twistbox, with Twistbox as the surviving corporation (the “Merger”). The Merger was completed on February 12, 2008.
 
Pursuant to the Merger Agreement, upon the completion of the Merger, each outstanding share of Twistbox common stock, $0.001 par value per share, on a fully-converted basis, with the conversion on a one-for-one basis of all issued and outstanding shares of the Series A Convertible Preferred Stock of Twistbox and the Series B Convertible Preferred Stock of Twistbox, each $0.01 par value per share (the “Twistbox Preferred Stock”), converted automatically into and became exchangeable for NeuMedia common stock in accordance with certain exchange ratios set forth in the Merger Agreement. In addition, by virtue of the Merger, each outstanding Twistbox option to purchase Twistbox common stock issued pursuant to the Twistbox 2006 Stock Incentive Plan (the “Plan”) was assumed by NeuMedia, subject to the same terms and c onditions as were applicable under such Plan immediately prior to the Merger, except that (a) the number of shares of NeuMedia common stock issuable upon exercise of each Twistbox option was determined by multiplying the number of shares of Twistbox common stock that were subject to such Twistbox option immediately prior to the Merger by 0.72967 (the “Option Conversion Ratio”), rounded down to the nearest whole number; and (b) the per share exercise price for the shares of NeuMedia common stock issuable upon exercise of each Twistbox option was determined by dividing the per share exercise price of Twistbox common stock subject to such Twistbox option, as in effect prior to the Merger, by the Option Conversion Ratio, subject to any adjustments required by the Internal Revenue Code. As part of the Merger, NeuMedia also assumed all unvested Twistbox options. The Merger consideration consisted of an aggregate of up to 12,325,000 shares of NeuMedia common stock, which included the conversion of all s hares of Twistbox capital stock and the reservation of 2,144,700 shares of NeuMedia common stock required for assumption of the vested Twistbox options. NeuMedia reserved an additional 318,772 shares of NeuMedia common stock required for the assumption of the unvested Twistbox options. All warrants to purchase shares of Twistbox common stock outstanding at the time of the Merger were terminated on or before the effective time of the Merger. 

 
 

 
27
 
Upon the completion of the Merger, all shares of the Twistbox capital stock were no longer outstanding and were automatically canceled and ceased to exist, and each holder of a certificate representing any such shares ceased to have any rights with respect thereto, except the right to receive the applicable merger consideration. Additionally, each share of the Twistbox capital stock held by Twistbox or owned by Merger Sub, NeuMedia or any subsidiary of Twistbox or NeuMedia immediately prior to the Merger, was canceled and extinguished as of the completion of the Merger without any conversion or payment in respect thereof. Each share of common stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Merger was converted upon completion of the Merger into one validly issued, fully paid and non-ass essable share of common stock, $0.001 par value per share, of the surviving corporation.

As part of the Merger, NeuMedia agreed to guarantee up to $8,250,000 of Twistbox’s outstanding debt to ValueAct SmallCap Master Fund L.P. (“ValueAct”), with certain amendments. On July 30, 2007, Twistbox had entered into a Securities Purchase Agreement by and among Twistbox, the Subsidiary Guarantors (as defined therein) and ValueAct, pursuant to which ValueAct purchased a note in the amount of $16,500,000 (the “ValueAct Note”) and a warrant which entitled ValueAct to purchase from Twistbox up to a total of 2,401,747 shares of Twistbox’s common stock (the “Warrant”).  Twistbox and ValueAct  - also entered into a Guarantee and Security Agreement by and among Twistbox, each of the subsidiaries of Twistbox, the Investors, as define d therein, and ValueAct, as collateral agent, pursuant to which the parties agreed that the ValueAct Note would be secured by substantially all of the assets of Twistbox and its subsidiaries (the “VAC Note Security Agreement”). In connection with the Merger, the Warrant was terminated and we issued two warrants in place thereof to ValueAct to purchase shares of our common stock. One of such warrants entitled ValueAct to purchase up to a total of 1,092,622 shares of our common stock at an exercise price of $7.55 per share. The other warrant entitled ValueAct to purchase up to a total of 1,092,621 shares of our common stock at an initial exercise price of $5.00 per share, which, if not exercised in full by February 12, 2009, would have been permanently increased to an exercise price of $7.55 per share.  Both warrants were scheduled to expire on July 30, 2011. The warrants were subsequently modified on October 23, 2008 and cancelled on June 21, 2010, as s et forth below. We also entered into a Guaranty (the “ValueAct Note Guaranty”) with ValueAct whereby NeuMedia agreed to guarantee Twistbox’s payment to ValueAct of up to $8,250,000 of principal under the ValueAct Note in accordance with the terms, conditions and limitations contained in the ValueAct Note, which was subsequently amended as set forth below. The financial covenants of the ValueAct Note were also amended,  pursuant to which Twistbox was required to maintain a cash balance of not less than $2,500,000 at all times and NeuMedia is required to maintain a cash balance of not less than $4,000,000 at all times. The ValueAct Note was subsequently amended and restated as set forth below.

SUMMARY OF THE AMV ACQUISITION

On October 23, 2008, NeuMedia consummated the acquisition of 100% of the issued and outstanding share capital of AMV Holding Limited, a United Kingdom private limited company (“AMV”) and 80% of the issued and outstanding share capital of Fierce Media Limited, United Kingdom private limited company (collectively the “Shares”).  The acquisition of AMV is referred to herein as the “AMV Acquisition”. The aggregate purchase price (subject to adjustments as provided in the stock purchase agreement) for the Shares consisted of (i) $5,375,000 in cash; (ii) 4,500,000 shares of common stock, par value $0.0001 per share; (iii) a secured promissory note in the aggregate principal amount of $5,375,000 (the “AMV Note”); and (iv) additional earn-out amounts, if any, based on certain targeted earnings as set forth in the stock purchase agreement. The AMV Note was scheduled to mature on July 31, 2010, and bore interest at an initial rate of 5% per annum, subject to adjustment as provided therein.

In addition, also on October 23, 2008, in connection with the AMV Acquisition, NeuMedia, Twistbox and ValueAct  entered into a Second Amendment to the ValueAct Note, which among other things, provided for a payment-in-kind election at the option of Twistbox, modified the financial covenants set forth in the ValueAct Note to require that NeuMedia and Twistbox maintain certain minimum combined cash balances and provided for certain covenants with respect to the indebtedness of NeuMedia and its subsidiaries.  Also on October 23, 2008, AMV granted to ValueAct a security interest in its assets to secure the obligations under the ValueAct Note. In addition, NeuMedia and ValueAct entered into an allonge to each of those certain warrants issued to ValueAct in connection with the Merger, which, among other things, amended the exercise price of each of the warrants to $4.00 per share.

In addition, also on October 23, 2008, NeuMedia entered into a Securities Purchase Agreement with certain investors identified therein (the “Investors”), pursuant to which NeuMedia agreed to sell to the Investors in a private offering an aggregate of 1,685,394 shares of common stock and warrants to purchase 842,697 shares of common stock for gross proceeds to NeuMedia of $4,500,000. The warrants have a five year term and an exercise price of $2.67 per share. The funds were held in an escrow account pursuant to an Escrow Agreement, dated October 23, 2008 and were released to NeuMedia on or about November 8, 2008.

On August 14, 2009, the Company and ValueAct entered into a Second Allonge to Warrant to Purchase 1,092,621 shares of common stock (the “Second Allonge”), which amended that certain warrant to purchase 1,092,621 shares of the Company’s common stock, issued to ValueAct on February 12, 2008, as amended (the “ValueAct Warrant”).  Pursuant to the Second Allonge, the exercise price of the ValueAct Warrant decreased from $4.00 per share to the lesser of $1.25 per share, or the exercise price per share for any warrant to purchase shares of the Company’s common stock issued by the Company to certain other parties. In addition, also on August 14, 2009, NeuMedia, Twistbox and ValueAct entered into a Third Amendment to the ValueAct Note. Pursuant to the Third Amendment, the maturity date was cha nged to July 31, 2010 and the interest rate of the ValueAct Note increased from 10% to 12.5%. 

 
 

 
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On January 25, 2010, NeuMedia, Twistbox and ValueAct entered into a Waiver to Senior Secured Note (the “Waiver”), pursuant to which ValueAct agreed to waive certain provisions of the ValueAct Note. Pursuant to the Waiver, subject to Twistbox’s compliance with certain conditions set forth in the Waiver, certain rights to prepay the ValueAct Note were extended from January 31, 2010 to March 1, 2010. In addition, subject to Twistbox’s compliance with certain conditions set forth in the Waiver, the timing obligation of NeuMedia and Twistbox to comply with the cash covenant set forth in the ValueAct Note was extended to March 1, 2010 and the minimum cash balance by which Twistbox and NeuMedia must maintain was increased to $1,600,000.

On February 25, 2010, Twistbox received a letter (the “Letter”) from ValueAct alleging certain events of default with respect to the ValueAct Note. The Letter claimed that an event of default had occurred and was continuing under the ValueAct Note as  result of certain alleged defaults, including the failure to provide weekly evidence of compliance with certain of Twistbox’s and NeuMedia’s covenants under the ValueAct Note, the failure to comply with limitations on certain payments by NeuMedia and each of its subsidiaries, and the failure of Twistbox and NeuMedia to maintain minimum cash balances in deposit accounts of each of Twistbox and NeuMedia. The Letter also claimed that the Waiver had ceased to be effective as a result of the alleged failure of NeuMedia to comply with the conditions set forth in the Waiver.  On May 10, 2010, Twistbox received from ValueAct a Notice of Event of Default and Acceleration (“Notice”) in which ValueAct stated that an event of default had occurred under the ValueAct Note as a result of Twistbox’s and NeuMedia’s failure to comply with the cash balance covenant under the ValueAct Note and, therefore, ValueAct accelerated all outstanding amounts payable by Twistbox under the ValueAct Note. In connection with the Notice, ValueAct instituted an administration proceeding in the United Kingdom against AMV.  

On June 21, 2010, NeuMedia sold all of the operating subsidiaries of AMV to an entity controlled by ValueAct and certain of AMV’s founders in exchange for the release of $23,231,000 of secured indebtedness, comprising of a release of all amounts due and payable under the AMV Note and all amounts due and payable under the VAC Note except for $3,500,000 in principal (the “Restructure”). In connection with the Restructure, the ValueAct Note (as amended and restated, the “Amended ValueAct Note”), the Value Act Security Agreement and the Value Act Guaranty were amended and restated in their entirety. In addition, all warrants and common stock of NeuMedia held by ValueAct were cancelled and all warrants and common stock of NeuMedia held by AMV founders Nate MacLeitch and Jonathan Cresswell were repurchased by N euMedia for a price of $0.02 per share.

The Amended ValueAct Note matures on June 21, 2013 and bears interest at 10% payable in cash semi-annually in arrears on each January 1 and July 1 that the Amended ValueAct Note is outstanding. Twistbox may prepay the Amended ValueAct Note in whole or in part at any time without penalty. Notwithstanding the foregoing, at any time on or prior to January 1, 2012, Twistbox may, at its option, in lieu of making any cash payment of interest, elect that the amount of any interest due and payable on any interest payment date on or prior to January 1, 2012 be added to the principal due under the Amended ValueAct Note.  In the event of a Fundamental Change (as defined therein) of Twistbox, the holder of the Amended ValueAct Note will have the right for a period of thirty days to require Twistbox to repurchase the Amended ValueAc t Note at a price equal to 100% of the outstanding principal and all accrued and unpaid interest.

Also on June 21, 2010, for purposes of capitalizing NeuMedia, NeuMedia sold and issued $2,500,000 of Senior Secured Convertible Notes due June 21, 2013 (the “New Senior Secured Notes” or the “Senior Debt”) to certain significant stockholders.  The New Senior Secured Notes have a three year term and bear interest at a rate of 10% per annum payable in arrears semi-annually. Notwithstanding the foregoing, at any time on or prior to the 18th month following the original issue date of the New Senior Secured Notes, NeuMedia  - may, at its option, in lieu of making any cash payment of interest, elect that the amount of any interest due and payable on any interest payment date on or prior to the 18th month following the original issue date of the New Senior Secured Notes be added to the principal du e under the New Senior Secured Notes. The accrued and unpaid principal and interest due on the New Senior Secured Notes are convertible at any time at the election of the holder into shares of common stock of NeuMedia at a conversion price of US$0.15 per share, subject to adjustment. The New Senior Secured Notes are secured by a first lien on substantially all of the assets of NeuMedia and its subsidiaries. The Amended ValueAct Note is subordinated to the New Senior Secured Notes.

Each purchaser of a New Senior Secured Note also received a warrant (“Warrant”) to purchase shares of common stock of NeuMedia at an exercise price of $0.25 per share, subject to adjustment.  For each $1 of New Senior Secured Notes purchased, the purchaser received a Warrant to purchase 3.33 shares of common stock of NeuMedia.  Each Warrant has a five year term.

 
 

 
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Overview
 
From February 12, 2008 to October 23, 2008, our sole operations were those of our wholly-owned subsidiary, Twistbox. In October 2008, we acquired AMV Holding Limited, a mobile media and marketing company. On June 21, 2010, we sold all of the operating subsidiaries of AMV. Twistbox is a global publisher and distributor of branded and non-branded entertainment content, including images, video, and games, for all mobile platforms and third generation (3G) and fourth generation (4G) mobile networks. Twistbox publishes and distributes its content in over 40 countries representing more than one billion subscribers. Operating since 2003, Twistbox has developed an intellectual property portfolio unique to its target demographic (18 to 35 year old) that includes worldwide exclusive (or territory exclusive) mobile rights to global bra nds and content from leading film, television and lifestyle content publishing companies. Twistbox has built a proprietary mobile publishing platform that includes: tools that automate handset portability for the distribution of images and video; a mobile games development suite that automates the porting of mobile games and applications to over 1,500 handsets; and a content standards and ratings system globally adopted by major wireless carriers to assist with the responsible deployment of age-verified content. Twistbox has leveraged its brand portfolio and platform to secure “direct” distribution agreements with the largest mobile operators in the world, including, among others, AT&T, Hutchinson 3G, O2, MTS, Orange, T-Mobile, Telefonica, Verizon and Vodafone. Twistbox expects to become a leading player in the rapidly-growing, multibillion-dollar mobile entertainment market.
 
Twistbox maintains a worldwide distribution agreement with Vodafone. Through this relationship, Twistbox serves as Vodafone’s exclusive supplier of late night content, a portion of which is age-verified, in some of its top-performing territories. Additionally, Twistbox is one of the select few content aggregators for Vodafone. Twistbox aggregates content from leading entertainment companies and manages distribution of this content to Vodafone. Additionally, Twistbox maintains distribution agreements with other leading mobile network operators throughout the North American, European, and Asia-Pacific regions that include Verizon, Virgin Mobile, T-Mobile, Telefonica, Hutchinson 3G, Three, O2 and Orange.
 
Twistbox currently has content live on more than 100 network operators in 35 countries. Through these relationships, Twistbox has a substantial reach to these operators’ mobile subscribers worldwide.

Twistbox’s end-users are the highly-mobile, digitally-aware 18 to 35 year old demographic. This group is a major consumer of digital entertainment services and commands significant amounts of disposable income. In addition, this group is very focused on consumer lifestyle brands and is much sought after by advertisers.

RESULTS OF OPERATIONS

   
3 months ended
   
3 months ended
   
9 months ended
   
9 months ended
 
    
December 31,
   
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December 31,