Guarantor and Non-Guarantor Financial Statements (Tables)
|
6 Months Ended |
Sep. 30, 2016 |
|---|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Condensed Balance Sheet |
Condensed Consolidated Balance Sheet
as of September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,546 |
|
|
$ |
5,815 |
|
|
$ |
55 |
|
|
$ |
— |
|
|
$ |
9,416 |
|
Restricted cash |
|
— |
|
|
321 |
|
|
— |
|
|
— |
|
|
321 |
|
Accounts receivable, net of allowances of $471 |
|
7 |
|
|
17,035 |
|
|
435 |
|
|
— |
|
|
17,477 |
|
Deposits |
|
— |
|
|
116 |
|
|
36 |
|
|
— |
|
|
152 |
|
Prepaid expenses and other current assets |
|
380 |
|
|
130 |
|
|
5 |
|
|
— |
|
|
515 |
|
Total current assets |
|
3,933 |
|
|
23,417 |
|
|
531 |
|
|
— |
|
|
27,881 |
|
Property and equipment, net |
|
69 |
|
|
2,333 |
|
|
60 |
|
|
— |
|
|
2,462 |
|
Cost method investment |
|
— |
|
|
999 |
|
|
— |
|
|
— |
|
|
999 |
|
Deferred tax assets |
|
401 |
|
|
— |
|
|
— |
|
|
— |
|
|
401 |
|
Intangible assets, net |
|
1 |
|
|
5,475 |
|
|
3,253 |
|
|
— |
|
|
8,729 |
|
Goodwill |
|
— |
|
|
75,621 |
|
|
1,000 |
|
|
— |
|
|
76,621 |
|
TOTAL ASSETS |
|
4,404 |
|
|
107,845 |
|
|
4,844 |
|
|
— |
|
|
117,093 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
1,488 |
|
|
18,559 |
|
|
24 |
|
|
— |
|
|
20,071 |
|
Accrued license fees and revenue share |
|
— |
|
|
8,330 |
|
|
283 |
|
|
— |
|
|
8,613 |
|
Accrued compensation |
|
38 |
|
|
1,035 |
|
|
— |
|
|
— |
|
|
1,073 |
|
Other current liabilities |
|
1,606 |
|
|
789 |
|
|
(735 |
) |
|
— |
|
|
1,660 |
|
Total current liabilities |
|
3,132 |
|
|
28,713 |
|
|
(428 |
) |
|
— |
|
|
31,417 |
|
Convertible notes, net of debt issuance costs and discounts of $6,616 |
|
9,384 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,384 |
|
Convertible note embedded derivative liability |
|
4,123 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,123 |
|
Warrant liability |
|
1,363 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,363 |
|
Other non-current liabilities |
|
835 |
|
|
— |
|
|
— |
|
|
— |
|
|
835 |
|
Total liabilities |
|
18,837 |
|
|
28,713 |
|
|
(428 |
) |
|
— |
|
|
47,122 |
|
Stockholders' equity |
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
|
|
|
|
|
Series A convertible preferred stock at $0.0001 par value;
2,000,000 shares authorized, 100,000 issued and outstanding
(liquidation preference of $1,000) |
|
100 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
Common stock |
|
|
|
|
|
|
|
|
|
|
$0.0001 par value: 200,000,000 shares authorized;
67,368,462 issued and 66,634,006 outstanding at September 30, 2016 |
|
8 |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Additional paid-in capital |
|
297,929 |
|
|
— |
|
|
— |
|
|
— |
|
|
297,929 |
|
Treasury stock (754,599 shares at September 30, 2016) |
|
(71 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
16 |
|
|
(583 |
) |
|
312 |
|
|
— |
|
|
(255 |
) |
Accumulated deficit |
|
(186,766 |
) |
|
(38,742 |
) |
|
(2,232 |
) |
|
— |
|
|
(227,740 |
) |
Total stockholders' equity |
|
111,216 |
|
|
(39,325 |
) |
|
(1,920 |
) |
|
— |
|
|
69,971 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
130,053 |
|
|
$ |
(10,612 |
) |
|
$ |
(2,348 |
) |
|
$ |
— |
|
|
$ |
117,093 |
|
Condensed Consolidated Balance Sheet
as of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
— |
|
|
11,231 |
|
Restricted cash |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
Accounts receivable, net of allowances of $464 |
|
24 |
|
|
17,369 |
|
|
126 |
|
|
— |
|
|
17,519 |
|
Deposits |
|
— |
|
|
133 |
|
|
80 |
|
|
— |
|
|
213 |
|
Prepaid expenses and other current assets |
|
331 |
|
|
239 |
|
|
13 |
|
|
— |
|
|
583 |
|
Total current assets |
|
7,067 |
|
|
22,207 |
|
|
272 |
|
|
|
|
|
29,546 |
|
Property and equipment, net |
|
53 |
|
|
1,690 |
|
|
41 |
|
|
— |
|
|
1,784 |
|
Cost method investment |
|
— |
|
|
999 |
|
|
— |
|
|
— |
|
|
999 |
|
Deferred tax assets |
|
500 |
|
|
— |
|
|
— |
|
|
— |
|
|
500 |
|
Intangible assets, net |
|
— |
|
|
8,660 |
|
|
3,830 |
|
|
— |
|
|
12,490 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
— |
|
|
76,621 |
|
TOTAL ASSETS |
|
7,620 |
|
|
103,933 |
|
|
10,387 |
|
|
— |
|
|
121,940 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
1,255 |
|
|
14,002 |
|
|
43 |
|
|
— |
|
|
15,300 |
|
Accrued license fees and revenue share |
|
— |
|
|
9,549 |
|
|
73 |
|
|
— |
|
|
9,622 |
|
Accrued compensation |
|
(544 |
) |
|
1,800 |
|
|
97 |
|
|
— |
|
|
1,353 |
|
Short-term debt, net of debt issuance costs and discounts of $568 |
|
7,432 |
|
|
3,000 |
|
|
— |
|
|
— |
|
|
10,432 |
|
Deferred tax liabilities |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
Other current liabilities |
|
152 |
|
|
737 |
|
|
1,258 |
|
|
— |
|
|
2,147 |
|
Total current liabilities |
|
8,295 |
|
|
29,088 |
|
|
1,471 |
|
|
— |
|
|
38,854 |
|
Other non-current liabilities |
|
815 |
|
|
— |
|
|
— |
|
|
— |
|
|
815 |
|
Total liabilities |
|
9,110 |
|
|
29,088 |
|
|
1,471 |
|
|
— |
|
|
39,669 |
|
Stockholders' equity |
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
|
|
|
|
|
Series A convertible preferred stock at $0.0001 par value;
2,000,000 shares authorized, 100,000 issued and outstanding
(liquidation preference of $1,000) |
|
100 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
Common stock |
|
|
|
|
|
|
|
|
|
|
$0.0001 par value: 200,000,000 shares authorized;
67,019,703 issued and 66,284,606 outstanding at March 31, 2016; |
|
8 |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Additional paid-in capital |
|
295,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
295,423 |
|
Treasury stock (754,599 shares at March 31, 2016) |
|
(71 |
) |
|
|
|
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
26 |
|
|
(440 |
) |
|
212 |
|
|
— |
|
|
(202 |
) |
Accumulated deficit |
|
(179,131 |
) |
|
(31,231 |
) |
|
(2,625 |
) |
|
— |
|
|
(212,987 |
) |
Total stockholders' equity |
|
116,355 |
|
|
(31,671 |
) |
|
(2,413 |
) |
|
— |
|
|
82,271 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
125,465 |
|
|
(2,583 |
) |
|
(942 |
) |
|
— |
|
|
121,940 |
|
|
| Condensed Income Statement |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
30,338 |
|
|
462 |
|
|
(7,968 |
) |
|
22,832 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
25,547 |
|
|
218 |
|
|
(7,968 |
) |
|
17,797 |
|
Other direct cost of revenues |
|
— |
|
|
1,594 |
|
|
288 |
|
|
— |
|
|
1,882 |
|
Total cost of revenues |
|
— |
|
|
27,141 |
|
|
506 |
|
|
(7,968 |
) |
|
19,679 |
|
Gross profit |
|
— |
|
|
3,197 |
|
|
(44 |
) |
|
— |
|
|
3,153 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
9 |
|
|
3,079 |
|
|
29 |
|
|
— |
|
|
3,117 |
|
Sales and marketing |
|
42 |
|
|
1,480 |
|
|
6 |
|
|
— |
|
|
1,528 |
|
General and administrative |
|
3,083 |
|
|
1,704 |
|
|
28 |
|
|
— |
|
|
4,815 |
|
Total operating expenses |
|
3,134 |
|
|
6,263 |
|
|
63 |
|
|
— |
|
|
9,460 |
|
Income / (loss) from operations |
|
(3,134 |
) |
|
(3,066 |
) |
|
(107 |
) |
|
— |
|
|
(6,307 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(6 |
) |
|
(616 |
) |
|
— |
|
|
— |
|
|
(622 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(1 |
) |
|
|
|
|
— |
|
|
(1 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(430 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(430 |
) |
Change in fair value of warrant liability |
|
(140 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(140 |
) |
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Other income |
|
14 |
|
|
1 |
|
|
— |
|
|
— |
|
|
15 |
|
Total interest and other expense, net |
|
(855 |
) |
|
(616 |
) |
|
— |
|
|
— |
|
|
(1,471 |
) |
Income / (loss) from operations before income taxes |
|
(3,989 |
) |
|
(3,682 |
) |
|
(107 |
) |
|
— |
|
|
(7,778 |
) |
Income tax benefit |
|
(437 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(437 |
) |
Net gain / (loss) |
|
(3,552 |
) |
|
(3,682 |
) |
|
(107 |
) |
|
— |
|
|
(7,341 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(80 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(80 |
) |
Comprehensive income / (loss) |
|
(3,632 |
) |
|
(3,682 |
) |
|
(107 |
) |
|
— |
|
|
(7,421 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
59,942 |
|
|
580 |
|
|
(13,651 |
) |
|
46,871 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
50,424 |
|
|
248 |
|
|
(13,651 |
) |
|
37,021 |
|
Other direct cost of revenues |
|
— |
|
|
3,185 |
|
|
577 |
|
|
— |
|
|
3,762 |
|
Total cost of revenues |
|
— |
|
|
53,609 |
|
|
825 |
|
|
(13,651 |
) |
|
40,783 |
|
Gross profit |
|
— |
|
|
6,333 |
|
|
(245 |
) |
|
— |
|
|
6,088 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
9 |
|
|
5,885 |
|
|
58 |
|
|
— |
|
|
5,952 |
|
Sales and marketing |
|
82 |
|
|
2,910 |
|
|
(20 |
) |
|
— |
|
|
2,972 |
|
General and administrative |
|
7,094 |
|
|
3,072 |
|
|
(246 |
) |
|
— |
|
|
9,920 |
|
Total operating expenses |
|
7,185 |
|
|
11,867 |
|
|
(208 |
) |
|
— |
|
|
18,844 |
|
Income / (loss) from operations |
|
(7,185 |
) |
|
(5,534 |
) |
|
(37 |
) |
|
— |
|
|
(12,756 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(6 |
) |
|
(1,298 |
) |
|
— |
|
|
— |
|
|
(1,304 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(2 |
) |
|
(2 |
) |
|
— |
|
|
(4 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(430 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(430 |
) |
Change in fair value of warrant liability |
|
(140 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(140 |
) |
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Other income |
|
31 |
|
|
2 |
|
|
— |
|
|
— |
|
|
33 |
|
Total interest and other expense, net |
|
(838 |
) |
|
(1,298 |
) |
|
(2 |
) |
|
— |
|
|
(2,138 |
) |
Income / (loss) from operations before income taxes |
|
(8,023 |
) |
|
(6,832 |
) |
|
(39 |
) |
|
— |
|
|
(14,894 |
) |
Income tax benefit |
|
(141 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(141 |
) |
Net income / (loss) |
|
(7,882 |
) |
|
(6,832 |
) |
|
(39 |
) |
|
— |
|
|
(14,753 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(53 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(53 |
) |
Comprehensive income / (loss) |
|
(7,935 |
) |
|
(6,832 |
) |
|
(39 |
) |
|
— |
|
|
(14,806 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
23,808 |
|
|
52 |
|
|
(3,126 |
) |
|
20,734 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
19,208 |
|
|
17 |
|
|
(3,126 |
) |
|
16,099 |
|
Other direct cost of revenues |
|
— |
|
|
4,056 |
|
|
502 |
|
|
— |
|
|
4,558 |
|
Total cost of revenues |
|
— |
|
|
23,264 |
|
|
519 |
|
|
(3,126 |
) |
|
20,657 |
|
Gross profit |
|
— |
|
|
544 |
|
|
(467 |
) |
|
— |
|
|
77 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
(560 |
) |
|
2,803 |
|
|
163 |
|
|
— |
|
|
2,406 |
|
Sales and marketing |
|
(206 |
) |
|
1,628 |
|
|
46 |
|
|
— |
|
|
1,468 |
|
General and administrative |
|
2,338 |
|
|
1,872 |
|
|
137 |
|
|
— |
|
|
4,347 |
|
Total operating expenses |
|
1,571 |
|
|
6,303 |
|
|
346 |
|
|
— |
|
|
8,221 |
|
Loss from operations |
|
(1,571 |
) |
|
(5,759 |
) |
|
(813 |
) |
|
— |
|
|
(8,144 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
— |
|
|
(405 |
) |
|
— |
|
|
— |
|
|
(405 |
) |
Foreign exchange transaction loss |
|
(1 |
) |
|
(12 |
) |
|
— |
|
|
— |
|
|
(13 |
) |
Other income |
|
10 |
|
|
(97 |
) |
|
98 |
|
|
— |
|
|
11 |
|
Total interest and other expense, net |
|
9 |
|
|
(514 |
) |
|
98 |
|
|
— |
|
|
(407 |
) |
Loss from operations before income taxes |
|
(1,562 |
) |
|
(6,273 |
) |
|
(715 |
) |
|
— |
|
|
(8,551 |
) |
Income tax provision / (benefit) |
|
(229 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(229 |
) |
Net loss |
|
(1,333 |
) |
|
(6,273 |
) |
|
(715 |
) |
|
— |
|
|
(8,322 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
111 |
|
|
— |
|
|
— |
|
|
— |
|
|
111 |
|
Comprehensive loss |
|
(1,222 |
) |
|
(6,273 |
) |
|
(715 |
) |
|
— |
|
|
(8,211 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
44,586 |
|
|
134 |
|
|
(5,300 |
) |
|
39,420 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
35,579 |
|
|
41 |
|
|
(5,300 |
) |
|
30,320 |
|
Other direct cost of revenues |
|
— |
|
|
6,165 |
|
|
584 |
|
|
|
|
|
6,749 |
|
Total cost of revenues |
|
— |
|
|
41,744 |
|
|
625 |
|
|
(5,300 |
) |
|
37,069 |
|
Gross profit |
|
— |
|
|
2,842 |
|
|
(491 |
) |
|
— |
|
|
2,351 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
(559 |
) |
|
5,384 |
|
|
335 |
|
|
— |
|
|
5,160 |
|
Sales and marketing |
|
(204 |
) |
|
2,858 |
|
|
96 |
|
|
— |
|
|
2,750 |
|
General and administrative |
|
6,096 |
|
|
3,334 |
|
|
306 |
|
|
— |
|
|
9,736 |
|
Total operating expenses |
|
5,333 |
|
|
11,576 |
|
|
737 |
|
|
— |
|
|
17,646 |
|
Loss from operations |
|
(5,333 |
) |
|
(8,734 |
) |
|
(1,228 |
) |
|
— |
|
|
(15,295 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
1 |
|
|
(802 |
) |
|
(95 |
) |
|
— |
|
|
(896 |
) |
Foreign exchange transaction loss |
|
(1 |
) |
|
(11 |
) |
|
— |
|
|
— |
|
|
(12 |
) |
Loss on disposal of fixed assets |
|
(22 |
) |
|
(1 |
) |
|
— |
|
|
— |
|
|
(23 |
) |
Other income |
|
19 |
|
|
(98 |
) |
|
107 |
|
|
— |
|
|
28 |
|
Total interest and other expense, net |
|
(3 |
) |
|
(912 |
) |
|
12 |
|
|
— |
|
|
(903 |
) |
Loss from operations before income taxes |
|
(5,336 |
) |
|
(9,646 |
) |
|
(1,216 |
) |
|
— |
|
|
(16,198 |
) |
Income tax provision / (benefit) |
|
159 |
|
|
84 |
|
|
— |
|
|
— |
|
|
243 |
|
Net loss |
|
(5,495 |
) |
|
(9,730 |
) |
|
(1,216 |
) |
|
— |
|
|
(16,441 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
62 |
|
|
— |
|
|
— |
|
|
— |
|
|
62 |
|
Comprehensive loss |
|
(5,433 |
) |
|
(9,730 |
) |
|
(1,216 |
) |
|
— |
|
|
(16,379 |
) |
|
| Condensed Cash Flow Statement |
Condensed Consolidated Statement of Cash Flows
for the six months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(7,882 |
) |
|
(6,832 |
) |
|
(39 |
) |
|
— |
|
|
(14,753 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
5 |
|
|
3,616 |
|
|
578 |
|
|
— |
|
|
4,199 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
7 |
|
|
— |
|
|
— |
|
|
7 |
|
Amortization of debt discount |
|
— |
|
|
237 |
|
|
— |
|
|
— |
|
|
237 |
|
Amortization of debt issuance costs |
|
— |
|
|
444 |
|
|
— |
|
|
— |
|
|
444 |
|
Accrued interest |
|
— |
|
|
(91 |
) |
|
— |
|
|
— |
|
|
(91 |
) |
Stock-based compensation |
|
2,310 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,310 |
|
Stock-based compensation for services rendered |
|
166 |
|
|
— |
|
|
— |
|
|
— |
|
|
166 |
|
Change in fair value of convertible note embedded derivative liability |
|
430 |
|
|
— |
|
|
— |
|
|
— |
|
|
430 |
|
Change in fair value of warrant liability |
|
140 |
|
|
— |
|
|
— |
|
|
— |
|
|
140 |
|
Loss on extinguishment of debt |
|
293 |
|
|
— |
|
|
— |
|
|
— |
|
|
293 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
— |
|
|
(321 |
) |
|
— |
|
|
— |
|
|
(321 |
) |
Accounts receivable |
|
17 |
|
|
325 |
|
|
(307 |
) |
|
— |
|
|
35 |
|
Deposits |
|
— |
|
|
17 |
|
|
44 |
|
|
— |
|
|
61 |
|
Deferred tax assets |
|
99 |
|
|
— |
|
|
— |
|
|
— |
|
|
99 |
|
Prepaid expenses and other current assets |
|
(49 |
) |
|
108 |
|
|
9 |
|
|
— |
|
|
68 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
233 |
|
|
4,562 |
|
|
(24 |
) |
|
— |
|
|
4,771 |
|
Accrued license fees and revenue share |
|
— |
|
|
(1,219 |
) |
|
210 |
|
|
— |
|
|
(1,009 |
) |
Accrued compensation |
|
582 |
|
|
(765 |
) |
|
(97 |
) |
|
— |
|
|
(280 |
) |
Other current liabilities |
|
1,539 |
|
|
61 |
|
|
(1,993 |
) |
|
— |
|
|
(393 |
) |
Other non-current liabilities |
|
(1,004 |
) |
|
(617 |
) |
|
1,641 |
|
|
— |
|
|
20 |
|
Net cash used in operating activities |
|
(3,121 |
) |
|
(468 |
) |
|
22 |
|
|
— |
|
|
(3,567 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3 |
) |
|
(1,092 |
) |
|
(20 |
) |
|
— |
|
|
(1,115 |
) |
Net cash used in investing activities |
|
(3 |
) |
|
(1,092 |
) |
|
(20 |
) |
|
— |
|
|
(1,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Cash received in convertible notes issuance |
|
— |
|
|
16,000 |
|
|
— |
|
|
— |
|
|
16,000 |
|
Repayment of debt obligations |
|
— |
|
|
(11,000 |
) |
|
— |
|
|
— |
|
|
(11,000 |
) |
Payment of debt issuance costs |
|
— |
|
|
(2,091 |
) |
|
— |
|
|
— |
|
|
(2,091 |
) |
Options exercised |
|
11 |
|
|
— |
|
|
— |
|
|
— |
|
|
11 |
|
Warrant exercised |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided / (used) in financing activities |
|
11 |
|
|
2,909 |
|
|
— |
|
|
— |
|
|
2,920 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(53 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(3,166 |
) |
|
1,349 |
|
|
2 |
|
|
— |
|
|
(1,815 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
— |
|
|
11,231 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
3,546 |
|
|
5,815 |
|
|
55 |
|
|
— |
|
|
9,416 |
|
Condensed Consolidated Statement of Cash Flows
for the six months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(5,495 |
) |
|
(9,730 |
) |
|
(1,216 |
) |
|
— |
|
|
(16,441 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
2,408 |
|
|
3,994 |
|
|
448 |
|
|
— |
|
|
6,850 |
|
Loss on disposal of fixed assets |
|
23 |
|
|
— |
|
|
— |
|
|
— |
|
|
23 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
Amortization of debt issuance costs |
|
— |
|
|
236 |
|
|
— |
|
|
— |
|
|
236 |
|
Accrued interest |
|
— |
|
|
(16 |
) |
|
— |
|
|
— |
|
|
(16 |
) |
Stock-based compensation |
|
2,524 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,524 |
|
Stock-based compensation for services rendered |
|
600 |
|
|
— |
|
|
— |
|
|
— |
|
|
600 |
|
Stock issued for settlement of liability |
|
283 |
|
|
— |
|
|
— |
|
|
— |
|
|
283 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
200 |
|
|
— |
|
|
— |
|
|
— |
|
|
200 |
|
Accounts receivable |
|
— |
|
|
(2,276 |
) |
|
(37 |
) |
|
— |
|
|
(2,313 |
) |
Deposits |
|
8 |
|
|
(8 |
) |
|
(1 |
) |
|
— |
|
|
(1 |
) |
Deferred financing costs |
|
(187 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(187 |
) |
Prepaid expenses and other current assets |
|
46 |
|
|
188 |
|
|
9 |
|
|
— |
|
|
243 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
114 |
|
|
5,085 |
|
|
(22 |
) |
|
— |
|
|
5,177 |
|
Accrued license fees and revenue share |
|
— |
|
|
2,317 |
|
|
19 |
|
|
— |
|
|
2,336 |
|
Accrued compensation |
|
(977 |
) |
|
365 |
|
|
15 |
|
|
— |
|
|
(597 |
) |
Other current liabilities |
|
(345 |
) |
|
(1,000 |
) |
|
760 |
|
|
— |
|
|
(585 |
) |
Net cash used in operating activities |
|
(798 |
) |
|
(845 |
) |
|
(22 |
) |
|
— |
|
|
(1,665 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(610 |
) |
|
— |
|
|
— |
|
|
(610 |
) |
Net cash used in investing activities |
|
— |
|
|
(610 |
) |
|
— |
|
|
— |
|
|
(610 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Repayment of debt obligations |
|
— |
|
|
(300 |
) |
|
— |
|
|
— |
|
|
(300 |
) |
Options exercised |
|
49 |
|
|
— |
|
|
— |
|
|
— |
|
|
49 |
|
Net cash provided / (used) in financing activities |
|
49 |
|
|
(300 |
) |
|
— |
|
|
— |
|
|
(251 |
) |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
39 |
|
|
— |
|
|
— |
|
|
— |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(710 |
) |
|
(1,755 |
) |
|
(22 |
) |
|
— |
|
|
(2,487 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
4,156 |
|
|
2,827 |
|
|
86 |
|
|
— |
|
|
7,069 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
3,446 |
|
|
1,072 |
|
|
64 |
|
|
— |
|
|
4,582 |
|
|