Guarantor and Non-Guarantor Financial Statements (Tables)
|
9 Months Ended |
Dec. 31, 2016 |
|---|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Condensed Balance Sheet |
Condensed Consolidated Balance Sheet
as of December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,477 |
|
|
$ |
4,136 |
|
|
$ |
92 |
|
|
$ |
— |
|
|
$ |
5,705 |
|
Restricted cash |
|
156 |
|
|
167 |
|
|
— |
|
|
— |
|
|
323 |
|
Accounts receivable, net of allowances of $594 and $464, respectively |
|
5 |
|
|
18,215 |
|
|
1,046 |
|
|
— |
|
|
19,266 |
|
Deposits |
|
— |
|
|
114 |
|
|
16 |
|
|
— |
|
|
130 |
|
Prepaid expenses and other current assets |
|
418 |
|
|
134 |
|
|
1 |
|
|
— |
|
|
553 |
|
Intercompany receivable, net |
|
125,783 |
|
|
— |
|
|
— |
|
|
(125,783 |
) |
|
— |
|
Total current assets |
|
127,839 |
|
|
22,766 |
|
|
1,155 |
|
|
(125,783 |
) |
|
25,977 |
|
Property and equipment, net |
|
66 |
|
|
2,357 |
|
|
57 |
|
|
— |
|
|
2,480 |
|
Cost method investment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Deferred tax assets |
|
288 |
|
|
— |
|
|
— |
|
|
— |
|
|
288 |
|
Intangible assets, net |
|
2 |
|
|
3,884 |
|
|
2,964 |
|
|
— |
|
|
6,850 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
— |
|
|
76,621 |
|
TOTAL ASSETS |
|
128,195 |
|
|
99,384 |
|
|
10,420 |
|
|
(125,783 |
) |
|
112,216 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
1,595 |
|
|
18,005 |
|
|
209 |
|
|
— |
|
|
19,809 |
|
Accrued license fees and revenue share |
|
— |
|
|
8,719 |
|
|
191 |
|
|
— |
|
|
8,910 |
|
Accrued compensation |
|
33 |
|
|
1,079 |
|
|
— |
|
|
— |
|
|
1,112 |
|
Other current liabilities |
|
1,877 |
|
|
374 |
|
|
(625 |
) |
|
— |
|
|
1,626 |
|
Intercompany payable, net |
|
— |
|
|
109,479 |
|
|
16,304 |
|
|
(125,783 |
) |
|
— |
|
Total current liabilities |
|
3,505 |
|
|
137,656 |
|
|
16,079 |
|
|
(125,783 |
) |
|
31,457 |
|
Convertible notes, net of debt issuance costs and discounts of $6,540 and $0, respectively |
|
9,460 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,460 |
|
Convertible note embedded derivative liability |
|
1,270 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,270 |
|
Warrant liability |
|
426 |
|
|
— |
|
|
— |
|
|
— |
|
|
426 |
|
Other non-current liabilities |
|
1,007 |
|
|
90 |
|
|
— |
|
|
— |
|
|
1,097 |
|
Total liabilities |
|
15,668 |
|
|
137,746 |
|
|
16,079 |
|
|
(125,783 |
) |
|
43,710 |
|
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 December 31, 2016;
67,019,703 issued and 66,284,606 outstanding at March 31, 2016; |
|
8 |
|
|
|
|
|
|
|
|
— |
|
|
8 |
|
Additional paid-in capital |
|
299,045 |
|
|
— |
|
|
— |
|
|
— |
|
|
299,045 |
|
Treasury stock (754,599 shares at December 31, 2016 and March 31, 2016) |
|
(71 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
(70 |
) |
|
(1,421 |
) |
|
1,241 |
|
|
— |
|
|
(250 |
) |
Accumulated deficit |
|
(186,485 |
) |
|
(36,941 |
) |
|
(6,900 |
) |
|
— |
|
|
(230,326 |
) |
Total stockholders' equity |
|
112,527 |
|
|
(38,362 |
) |
|
(5,659 |
) |
|
— |
|
|
68,506 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
128,195 |
|
|
$ |
99,384 |
|
|
$ |
10,420 |
|
|
$ |
(125,783 |
) |
|
$ |
112,216 |
|
Condensed Consolidated Balance Sheet
as of March 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
— |
|
|
80 |
|
|
133 |
|
|
— |
|
|
213 |
|
Prepaid expenses and other current assets |
|
331 |
|
|
239 |
|
|
13 |
|
|
— |
|
|
583 |
|
Intercompany receivable, net |
|
111,909 |
|
|
|
|
|
|
|
|
(111,909 |
) |
|
— |
|
Total current assets |
|
118,976 |
|
|
22,154 |
|
|
325 |
|
|
(111,909 |
) |
|
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 |
|
119,529 |
|
|
103,880 |
|
|
10,440 |
|
|
(111,909 |
) |
|
121,940 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
1,255 |
|
|
13,997 |
|
|
48 |
|
|
— |
|
|
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 |
|
— |
|
|
10,432 |
|
|
— |
|
|
— |
|
|
10,432 |
|
Deferred tax liabilities |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
Other current liabilities |
|
1,648 |
|
|
1,237 |
|
|
(738 |
) |
|
— |
|
|
2,147 |
|
Intercompany payable, net |
|
— |
|
|
95,732 |
|
|
16,177 |
|
|
(111,909 |
) |
|
— |
|
Total current liabilities |
|
2,359 |
|
|
132,747 |
|
|
15,657 |
|
|
(111,909 |
) |
|
38,854 |
|
Other non-current liabilities |
|
815 |
|
|
— |
|
|
— |
|
|
— |
|
|
815 |
|
Total liabilities |
|
3,174 |
|
|
132,747 |
|
|
15,657 |
|
|
(111,909 |
) |
|
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 |
|
|
(1,394 |
) |
|
1,166 |
|
|
— |
|
|
(202 |
) |
Accumulated deficit |
|
(179,131 |
) |
|
(27,473 |
) |
|
(6,383 |
) |
|
— |
|
|
(212,987 |
) |
Total stockholders' equity |
|
116,355 |
|
|
(28,867 |
) |
|
(5,217 |
) |
|
— |
|
|
82,271 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
119,529 |
|
|
103,880 |
|
|
10,440 |
|
|
(111,909 |
) |
|
121,940 |
|
|
| Condensed Income Statement |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
30,897 |
|
|
751 |
|
|
(9,363 |
) |
|
22,285 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
26,176 |
|
|
226 |
|
|
(9,363 |
) |
|
17,039 |
|
Other direct cost of revenues |
|
— |
|
|
1,589 |
|
|
289 |
|
|
— |
|
|
1,878 |
|
Total cost of revenues |
|
— |
|
|
27,765 |
|
|
515 |
|
|
(9,363 |
) |
|
18,917 |
|
Gross profit |
|
— |
|
|
3,132 |
|
|
236 |
|
|
— |
|
|
3,368 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
15 |
|
|
3,082 |
|
|
16 |
|
|
— |
|
|
3,113 |
|
Sales and marketing |
|
77 |
|
|
1,558 |
|
|
48 |
|
|
— |
|
|
1,683 |
|
General and administrative |
|
2,468 |
|
|
1,444 |
|
|
70 |
|
|
— |
|
|
3,982 |
|
Total operating expenses |
|
2,560 |
|
|
6,084 |
|
|
134 |
|
|
— |
|
|
8,778 |
|
Income / (loss) from operations |
|
(2,560 |
) |
|
(2,952 |
) |
|
102 |
|
|
— |
|
|
(5,410 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(674 |
) |
|
(51 |
) |
|
— |
|
|
— |
|
|
(725 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(9 |
) |
|
|
|
|
— |
|
|
(9 |
) |
Change in fair value of convertible note embedded derivative liability |
|
2,853 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,853 |
|
Change in fair value of warrant liability |
|
937 |
|
|
— |
|
|
— |
|
|
— |
|
|
937 |
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other income / (expense) |
|
22 |
|
|
46 |
|
|
— |
|
|
— |
|
|
68 |
|
Total interest and other income / (expense), net |
|
3,138 |
|
|
(14 |
) |
|
— |
|
|
— |
|
|
3,124 |
|
Income / (loss) from operations before income taxes |
|
578 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,286 |
) |
Income tax provision / (benefit) |
|
300 |
|
|
— |
|
|
— |
|
|
— |
|
|
300 |
|
Net gain / (loss) |
|
278 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,586 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
Comprehensive income / (loss) |
|
283 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,581 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
90,839 |
|
|
1,331 |
|
|
(23,014 |
) |
|
69,156 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
76,600 |
|
|
474 |
|
|
(23,014 |
) |
|
54,060 |
|
Other direct cost of revenues |
|
— |
|
|
4,774 |
|
|
866 |
|
|
— |
|
|
5,640 |
|
Total cost of revenues |
|
— |
|
|
81,374 |
|
|
1,340 |
|
|
(23,014 |
) |
|
59,700 |
|
Gross profit |
|
— |
|
|
9,465 |
|
|
(9 |
) |
|
— |
|
|
9,456 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
24 |
|
|
8,967 |
|
|
74 |
|
|
— |
|
|
9,065 |
|
Sales and marketing |
|
159 |
|
|
4,468 |
|
|
28 |
|
|
— |
|
|
4,655 |
|
General and administrative |
|
9,562 |
|
|
4,516 |
|
|
(176 |
) |
|
— |
|
|
13,902 |
|
Total operating expenses |
|
9,745 |
|
|
17,951 |
|
|
(74 |
) |
|
— |
|
|
27,622 |
|
Income / (loss) from operations |
|
(9,745 |
) |
|
(8,486 |
) |
|
65 |
|
|
— |
|
|
(18,166 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(680 |
) |
|
(1,349 |
) |
|
— |
|
|
— |
|
|
(2,029 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(9 |
) |
|
(4 |
) |
|
— |
|
|
(13 |
) |
Change in fair value of convertible note embedded derivative liability |
|
2,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,423 |
|
Change in fair value of warrant liability |
|
797 |
|
|
— |
|
|
— |
|
|
— |
|
|
797 |
|
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Other income / (expense) |
|
52 |
|
|
49 |
|
|
— |
|
|
— |
|
|
101 |
|
Total interest and other income / (expense), net |
|
2,299 |
|
|
(1,309 |
) |
|
(4 |
) |
|
— |
|
|
986 |
|
Income / (loss) from operations before income taxes |
|
(7,446 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,180 |
) |
Income tax provision / (benefit) |
|
159 |
|
|
— |
|
|
— |
|
|
— |
|
|
159 |
|
Net income / (loss) |
|
(7,605 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,339 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(48 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(48 |
) |
Comprehensive income / (loss) |
|
(7,653 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,387 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
29,641 |
|
|
58 |
|
|
(5,610 |
) |
|
24,089 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
24,154 |
|
|
25 |
|
|
(5,610 |
) |
|
18,569 |
|
Other direct cost of revenues |
|
— |
|
|
1,815 |
|
|
(111 |
) |
|
— |
|
|
1,704 |
|
Total cost of revenues |
|
— |
|
|
25,969 |
|
|
(86 |
) |
|
(5,610 |
) |
|
20,273 |
|
Gross profit |
|
— |
|
|
3,672 |
|
|
144 |
|
|
— |
|
|
3,816 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
(23 |
) |
|
2,654 |
|
|
107 |
|
|
— |
|
|
2,738 |
|
Sales and marketing |
|
38 |
|
|
1,616 |
|
|
22 |
|
|
— |
|
|
1,676 |
|
General and administrative |
|
2,744 |
|
|
1,727 |
|
|
196 |
|
|
— |
|
|
4,667 |
|
Total operating expenses |
|
2,759 |
|
|
5,997 |
|
|
325 |
|
|
— |
|
|
9,081 |
|
Loss from operations |
|
(2,759 |
) |
|
(2,325 |
) |
|
(181 |
) |
|
— |
|
|
(5,265 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
1 |
|
|
(567 |
) |
|
95 |
|
|
— |
|
|
(471 |
) |
Foreign exchange transaction loss |
|
(2 |
) |
|
(6 |
) |
|
— |
|
|
— |
|
|
(8 |
) |
Loss on disposal of fixed assets |
|
— |
|
|
(8 |
) |
|
— |
|
|
— |
|
|
(8 |
) |
Other income / (expense) |
|
(3 |
) |
|
90 |
|
|
(95 |
) |
|
— |
|
|
(8 |
) |
Total interest and other income / (expense), net |
|
(4 |
) |
|
(491 |
) |
|
— |
|
|
— |
|
|
(495 |
) |
Loss from operations before income taxes |
|
(2,763 |
) |
|
(2,816 |
) |
|
(181 |
) |
|
— |
|
|
(5,760 |
) |
Income tax provision / (benefit) |
|
87 |
|
|
(84 |
) |
|
— |
|
|
— |
|
|
3 |
|
Net loss |
|
(2,850 |
) |
|
(2,732 |
) |
|
(181 |
) |
|
— |
|
|
(5,763 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(65 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(65 |
) |
Comprehensive loss |
|
(2,915 |
) |
|
(2,732 |
) |
|
(181 |
) |
|
— |
|
|
(5,828 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
74,227 |
|
|
192 |
|
|
(10,910 |
) |
|
63,509 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
59,733 |
|
|
66 |
|
|
(10,910 |
) |
|
48,889 |
|
Other direct cost of revenues |
|
— |
|
|
7,980 |
|
|
473 |
|
|
|
|
|
8,453 |
|
Total cost of revenues |
|
— |
|
|
67,713 |
|
|
539 |
|
|
(10,910 |
) |
|
57,342 |
|
Gross profit |
|
— |
|
|
6,514 |
|
|
(347 |
) |
|
— |
|
|
6,167 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
(582 |
) |
|
8,038 |
|
|
442 |
|
|
— |
|
|
7,898 |
|
Sales and marketing |
|
(166 |
) |
|
4,474 |
|
|
118 |
|
|
— |
|
|
4,426 |
|
General and administrative |
|
8,840 |
|
|
5,061 |
|
|
502 |
|
|
— |
|
|
14,403 |
|
Total operating expenses |
|
8,092 |
|
|
17,573 |
|
|
1,062 |
|
|
— |
|
|
26,727 |
|
Loss from operations |
|
(8,092 |
) |
|
(11,059 |
) |
|
(1,409 |
) |
|
— |
|
|
(20,560 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
1 |
|
|
(1,273 |
) |
|
(95 |
) |
|
— |
|
|
(1,367 |
) |
Foreign exchange transaction loss |
|
(3 |
) |
|
(17 |
) |
|
— |
|
|
— |
|
|
(20 |
) |
Loss on disposal of fixed assets |
|
(21 |
) |
|
(10 |
) |
|
— |
|
|
— |
|
|
(31 |
) |
Other income / (expense) |
|
17 |
|
|
(8 |
) |
|
11 |
|
|
— |
|
|
20 |
|
Total interest and other income / (expense), net |
|
(6 |
) |
|
(1,308 |
) |
|
(84 |
) |
|
— |
|
|
(1,398 |
) |
Loss from operations before income taxes |
|
(8,098 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(21,958 |
) |
Income tax provision / (benefit) |
|
246 |
|
|
— |
|
|
— |
|
|
— |
|
|
246 |
|
Net loss |
|
(8,344 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(22,204 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(3 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3 |
) |
Comprehensive loss |
|
(8,347 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(22,207 |
) |
|
| Condensed Cash Flow Statement |
Condensed Consolidated Statement of Cash Flows
for the nine months ended December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(7,605 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,339 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
9 |
|
|
5,518 |
|
|
798 |
|
|
— |
|
|
6,325 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
130 |
|
|
— |
|
|
— |
|
|
130 |
|
Amortization of debt discount |
|
213 |
|
|
237 |
|
|
— |
|
|
— |
|
|
450 |
|
Amortization of debt issuance costs |
|
74 |
|
|
445 |
|
|
— |
|
|
— |
|
|
519 |
|
Accrued interest |
|
388 |
|
|
(91 |
) |
|
— |
|
|
— |
|
|
297 |
|
Stock-based compensation |
|
3,335 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,335 |
|
Stock-based compensation for services rendered |
|
276 |
|
|
— |
|
|
— |
|
|
— |
|
|
276 |
|
Change in fair value of convertible note embedded derivative liability |
|
(2,423 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,423 |
) |
Change in fair value of warrant liability |
|
(797 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(797 |
) |
Loss on extinguishment of debt |
|
293 |
|
|
— |
|
|
— |
|
|
— |
|
|
293 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
— |
|
|
(323 |
) |
|
— |
|
|
— |
|
|
(323 |
) |
Accounts receivable |
|
19 |
|
|
(976 |
) |
|
(920 |
) |
|
— |
|
|
(1,877 |
) |
Deposits |
|
— |
|
|
(34 |
) |
|
117 |
|
|
— |
|
|
83 |
|
Deferred tax assets |
|
212 |
|
|
— |
|
|
— |
|
|
— |
|
|
212 |
|
Prepaid expenses and other current assets |
|
(86 |
) |
|
104 |
|
|
12 |
|
|
— |
|
|
30 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
340 |
|
|
4,003 |
|
|
166 |
|
|
— |
|
|
4,509 |
|
Accrued license fees and revenue share |
|
— |
|
|
(830 |
) |
|
118 |
|
|
— |
|
|
(712 |
) |
Accrued compensation |
|
576 |
|
|
(720 |
) |
|
(97 |
) |
|
— |
|
|
(241 |
) |
Other current liabilities |
|
(34 |
) |
|
(862 |
) |
|
78 |
|
|
— |
|
|
(818 |
) |
Other non-current liabilities |
|
1,927 |
|
|
(1,370 |
) |
|
(274 |
) |
|
— |
|
|
283 |
|
Net cash used in operating activities |
|
(3,283 |
) |
|
(4,564 |
) |
|
59 |
|
|
— |
|
|
(7,788 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3 |
) |
|
(1,358 |
) |
|
(20 |
) |
|
— |
|
|
(1,381 |
) |
Proceeds from sale of cost method investment in Sift |
|
— |
|
|
999 |
|
|
— |
|
|
— |
|
|
999 |
|
Net cash used in investing activities |
|
(3 |
) |
|
(359 |
) |
|
(20 |
) |
|
— |
|
|
(382 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Cash received from issuance of convertible notes |
|
— |
|
|
16,000 |
|
|
— |
|
|
— |
|
|
16,000 |
|
Repayment of debt obligations |
|
— |
|
|
(11,000 |
) |
|
— |
|
|
— |
|
|
(11,000 |
) |
Payment of debt issuance costs |
|
(1,912 |
) |
|
(407 |
) |
|
— |
|
|
— |
|
|
(2,319 |
) |
Options exercised |
|
11 |
|
|
— |
|
|
— |
|
|
— |
|
|
11 |
|
Net cash provided in financing activities |
|
(1,901 |
) |
|
4,593 |
|
|
— |
|
|
— |
|
|
2,692 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(48 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(48 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(5,235 |
) |
|
(330 |
) |
|
39 |
|
|
— |
|
|
(5,526 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
— |
|
|
11,231 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
1,477 |
|
|
4,136 |
|
|
92 |
|
|
— |
|
|
5,705 |
|
Condensed Consolidated Statement of Cash Flows
for the nine months ended December 31, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(8,344 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(22,204 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
7 |
|
|
8,126 |
|
|
473 |
|
|
— |
|
|
8,606 |
|
Loss on disposal of fixed assets |
|
|
|
|
31 |
|
|
— |
|
|
— |
|
|
31 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
26 |
|
|
— |
|
|
— |
|
|
26 |
|
Amortization of debt issuance costs |
|
— |
|
|
355 |
|
|
— |
|
|
— |
|
|
355 |
|
Accrued interest |
|
— |
|
|
(14 |
) |
|
— |
|
|
— |
|
|
(14 |
) |
Stock-based compensation |
|
3,805 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,805 |
|
Stock-based compensation for services rendered |
|
723 |
|
|
— |
|
|
— |
|
|
— |
|
|
723 |
|
Stock issued for settlement of liability |
|
283 |
|
|
— |
|
|
— |
|
|
— |
|
|
283 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
200 |
|
|
— |
|
|
— |
|
|
— |
|
|
200 |
|
Accounts receivable |
|
— |
|
|
(4,472 |
) |
|
(123 |
) |
|
— |
|
|
(4,595 |
) |
Deposits |
|
8 |
|
|
(62 |
) |
|
(15 |
) |
|
— |
|
|
(69 |
) |
Deferred financing costs |
|
— |
|
|
(174 |
) |
|
— |
|
|
— |
|
|
(174 |
) |
Prepaid expenses and other current assets |
|
(243 |
) |
|
327 |
|
|
(44 |
) |
|
— |
|
|
40 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
(990 |
) |
|
6,759 |
|
|
(41 |
) |
|
— |
|
|
5,728 |
|
Accrued license fees and revenue share |
|
— |
|
|
3,312 |
|
|
24 |
|
|
— |
|
|
3,336 |
|
Accrued compensation |
|
(1,129 |
) |
|
275 |
|
|
17 |
|
|
— |
|
|
(837 |
) |
Other current liabilities |
|
(2,254 |
) |
|
383 |
|
|
1,171 |
|
|
— |
|
|
(700 |
) |
Net cash used in operating activities |
|
(7,934 |
) |
|
2,505 |
|
|
(31 |
) |
|
— |
|
|
(5,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(1,007 |
) |
|
— |
|
|
— |
|
|
(1,007 |
) |
Net cash proceeds from cost method investment in Sift |
|
— |
|
|
875 |
|
|
— |
|
|
— |
|
|
875 |
|
Net cash used in investing activities |
|
— |
|
|
(132 |
) |
|
— |
|
|
— |
|
|
(132 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Repayment of debt obligations |
|
— |
|
|
(450 |
) |
|
— |
|
|
— |
|
|
(450 |
) |
Options exercised |
|
51 |
|
|
— |
|
|
— |
|
|
— |
|
|
51 |
|
Stock issued for cash in stock offering, net |
|
12,627 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,627 |
|
Net cash provided in financing activities |
|
12,678 |
|
|
(450 |
) |
|
— |
|
|
— |
|
|
12,228 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(26 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
4,718 |
|
|
1,923 |
|
|
(31 |
) |
|
— |
|
|
6,610 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
4,156 |
|
|
2,827 |
|
|
86 |
|
|
— |
|
|
7,069 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
8,874 |
|
|
4,750 |
|
|
55 |
|
|
— |
|
|
13,679 |
|
|