Guarantor and Non-Guarantor Financial Statements (Tables)
|
12 Months Ended |
Mar. 31, 2018 |
|---|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Condensed Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet |
as of March 31, 2018 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
501 |
|
|
11,800 |
|
|
419 |
|
|
12,720 |
|
Restricted cash |
|
156 |
|
|
175 |
|
|
— |
|
|
331 |
|
Accounts receivable, net of allowance of $512 |
|
— |
|
|
16,777 |
|
|
273 |
|
|
17,050 |
|
Deposits |
|
34 |
|
|
113 |
|
|
4 |
|
|
151 |
|
Prepaid expenses and other current assets |
|
330 |
|
|
406 |
|
|
14 |
|
|
750 |
|
Current assets held for disposal |
|
— |
|
|
8,610 |
|
|
143 |
|
|
8,753 |
|
Total current assets |
|
1,021 |
|
|
37,881 |
|
|
853 |
|
|
39,755 |
|
Property and equipment, net |
|
257 |
|
|
2,485 |
|
|
15 |
|
|
2,757 |
|
Deferred tax assets |
|
596 |
|
|
— |
|
|
— |
|
|
596 |
|
Intangible assets, net |
|
— |
|
|
1,231 |
|
|
— |
|
|
1,231 |
|
Goodwill |
|
— |
|
|
41,268 |
|
|
1,000 |
|
|
42,268 |
|
TOTAL ASSETS |
|
1,874 |
|
|
82,865 |
|
|
1,868 |
|
|
86,607 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable/receivable, net |
|
117,873 |
|
|
(114,234 |
) |
|
(3,639 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
1,031 |
|
|
18,841 |
|
|
23 |
|
|
19,895 |
|
Accrued license fees and revenue share |
|
— |
|
|
7,989 |
|
|
243 |
|
|
8,232 |
|
Accrued compensation |
|
2,285 |
|
|
661 |
|
|
20 |
|
|
2,966 |
|
Short-term debt, net of debt issuance costs and discounts of $205 |
|
1,445 |
|
|
— |
|
|
— |
|
|
1,445 |
|
Other current liabilities |
|
911 |
|
|
231 |
|
|
— |
|
|
1,142 |
|
Current liabilities held for disposal |
|
|
|
12,246 |
|
|
480 |
|
|
12,726 |
|
Total current liabilities |
|
5,672 |
|
|
39,968 |
|
|
766 |
|
|
46,406 |
|
Convertible notes, net of debt issuance costs and discounts of $1,827 |
|
3,873 |
|
|
— |
|
|
— |
|
|
3,873 |
|
Convertible note embedded derivative liability |
|
4,676 |
|
|
— |
|
|
— |
|
|
4,676 |
|
Warrant liability |
|
3,980 |
|
|
— |
|
|
— |
|
|
3,980 |
|
Other non-current liabilities |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Non-current liabilities held for disposal |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total liabilities |
|
18,201 |
|
|
39,968 |
|
|
766 |
|
|
58,935 |
|
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; 76,843,278 issued and 76,108,822 outstanding at March 31, 2018. |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Additional paid-in capital |
|
318,066 |
|
|
— |
|
|
— |
|
|
318,066 |
|
Treasury stock (754,599 shares at December 31, 2017) |
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
(15 |
) |
|
(621 |
) |
|
311 |
|
|
(325 |
) |
Accumulated deficit |
|
(216,544 |
) |
|
(70,716 |
) |
|
(2,848 |
) |
|
(290,108 |
) |
Total stockholders' equity |
|
101,546 |
|
|
(71,337 |
) |
|
(2,537 |
) |
|
27,672 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
119,747 |
|
|
(31,369 |
) |
|
(1,771 |
) |
|
86,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet |
as of March 31, 2017 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
257 |
|
|
5,335 |
|
|
557 |
|
|
6,149 |
|
Restricted cash |
|
156 |
|
|
175 |
|
|
— |
|
|
331 |
|
Accounts receivable, net of allowance of $228 |
|
— |
|
|
10,131 |
|
|
532 |
|
|
10,663 |
|
Deposits |
|
— |
|
|
121 |
|
|
— |
|
|
121 |
|
Prepaid expenses and other current assets |
|
282 |
|
|
165 |
|
|
1 |
|
|
448 |
|
Current assets held for disposal |
|
— |
|
|
5,671 |
|
|
282 |
|
|
5,953 |
|
Total current assets |
|
695 |
|
|
21,598 |
|
|
1,372 |
|
|
23,665 |
|
Property and equipment, net |
|
64 |
|
|
1,925 |
|
|
17 |
|
|
2,006 |
|
Cost method investment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Deferred tax assets |
|
352 |
|
|
— |
|
|
— |
|
|
352 |
|
Intangible assets, net |
|
— |
|
|
2,647 |
|
|
— |
|
|
2,647 |
|
Goodwill |
|
— |
|
|
41,268 |
|
|
1,000 |
|
|
42,268 |
|
Long-term assets held for disposal |
|
— |
|
|
36,642 |
|
|
— |
|
|
36,642 |
|
TOTAL ASSETS |
|
1,111 |
|
|
104,080 |
|
|
2,389 |
|
|
107,580 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable/receivable, net |
|
123,801 |
|
|
(119,493 |
) |
|
(4,308 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
1,022 |
|
|
10,749 |
|
|
16 |
|
|
11,787 |
|
Accrued license fees and revenue share |
|
— |
|
|
2,979 |
|
|
32 |
|
|
3,011 |
|
Accrued compensation |
|
33 |
|
|
487 |
|
|
— |
|
|
520 |
|
Other current liabilities |
|
768 |
|
|
273 |
|
|
— |
|
|
1,041 |
|
Current liabilities held for disposal |
|
— |
|
|
14,097 |
|
|
318 |
|
|
14,415 |
|
Total current liabilities |
|
1,823 |
|
|
28,585 |
|
|
366 |
|
|
30,774 |
|
Convertible notes, net of debt issuance costs and discounts of $6,315 |
|
9,685 |
|
|
— |
|
|
— |
|
|
9,685 |
|
Other non-current liabilities |
|
697 |
|
|
— |
|
|
— |
|
|
697 |
|
Convertible note embedded derivative liability |
|
3,218 |
|
|
— |
|
|
— |
|
|
3,218 |
|
Warrant liability |
|
1,076 |
|
|
— |
|
|
— |
|
|
1,076 |
|
Non-current liabilities held for disposal |
|
— |
|
|
85 |
|
|
— |
|
|
85 |
|
Total liabilities |
|
16,499 |
|
|
28,670 |
|
|
366 |
|
|
45,535 |
|
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; 67,329,262 issued and 66,594,806 outstanding at March 31, 2017 |
|
8 |
|
|
— |
|
|
— |
|
|
8 |
|
Additional paid-in capital |
|
299,580 |
|
|
— |
|
|
— |
|
|
299,580 |
|
Treasury stock (754,599 shares at March 31, 2017) |
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
(18 |
) |
|
(613 |
) |
|
310 |
|
|
(321 |
) |
Accumulated deficit |
|
(191,186 |
) |
|
(43,470 |
) |
|
(2,595 |
) |
|
(237,251 |
) |
Total stockholders' equity |
|
108,413 |
|
|
(44,083 |
) |
|
(2,285 |
) |
|
62,045 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
124,912 |
|
|
(15,413 |
) |
|
(1,919 |
) |
|
107,580 |
|
|
| Condensed Income Statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Operations and Comprehensive Loss |
For the year ended March 31, 2018 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
— |
|
|
135,687 |
|
|
905 |
|
|
(61,841 |
) |
|
74,751 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
109,573 |
|
|
235 |
|
|
(61,841 |
) |
|
47,967 |
|
Other direct cost of revenues |
|
— |
|
|
1,729 |
|
|
— |
|
|
— |
|
|
1,729 |
|
Total cost of revenues |
|
— |
|
|
111,302 |
|
|
235 |
|
|
(61,841 |
) |
|
49,696 |
|
Gross profit |
|
— |
|
|
24,385 |
|
|
670 |
|
|
— |
|
|
25,055 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
46 |
|
|
9,448 |
|
|
159 |
|
|
— |
|
|
9,653 |
|
Sales and marketing |
|
630 |
|
|
5,007 |
|
|
450 |
|
|
— |
|
|
6,087 |
|
General and administrative |
|
10,971 |
|
|
3,767 |
|
|
386 |
|
|
— |
|
|
15,124 |
|
Total operating expenses |
|
11,647 |
|
|
18,222 |
|
|
995 |
|
|
— |
|
|
30,864 |
|
Income / (loss) from operations |
|
(11,647 |
) |
|
6,163 |
|
|
(325 |
) |
|
— |
|
|
(5,809 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest income / (expense), net |
|
(2,071 |
) |
|
4 |
|
|
— |
|
|
— |
|
|
(2,067 |
) |
Foreign exchange transaction gain / (loss) |
|
2 |
|
|
(159 |
) |
|
9 |
|
|
— |
|
|
(148 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(7,559 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,559 |
) |
Change in fair value of warrant liability |
|
(3,208 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,208 |
) |
Gain / (loss) on extinguishment of debt |
|
(1,787 |
) |
|
2 |
|
|
— |
|
|
— |
|
|
(1,785 |
) |
Other income / (expense) |
|
3 |
|
|
(75 |
) |
|
— |
|
|
— |
|
|
(72 |
) |
Total interest and other income / (expense), net |
|
(14,620 |
) |
|
(228 |
) |
|
9 |
|
|
— |
|
|
(14,839 |
) |
Income / (loss) from operations before income taxes |
|
(26,267 |
) |
|
5,935 |
|
|
(316 |
) |
|
— |
|
|
(20,648 |
) |
Income tax benefit |
|
(951 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(951 |
) |
Net income / (loss) from operations, net of taxes |
|
(25,316 |
) |
|
5,935 |
|
|
(316 |
) |
|
— |
|
|
(19,697 |
) |
Discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
Income / (loss) from operations of discontinued components |
|
— |
|
|
(33,168 |
) |
|
8 |
|
|
— |
|
|
(33,160 |
) |
Net income / (loss) from discontinued operations, net of taxes |
|
— |
|
|
(33,168 |
) |
|
8 |
|
|
— |
|
|
(33,160 |
) |
Net loss |
|
(25,316 |
) |
|
(27,233 |
) |
|
(308 |
) |
|
— |
|
|
(52,857 |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(4 |
) |
|
— |
|
|
— |
|
|
(4 |
) |
Comprehensive loss |
|
(25,316 |
) |
|
(27,237 |
) |
|
(308 |
) |
|
— |
|
|
(52,861 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Operations and Comprehensive Loss |
For the year ended March 31, 2017 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
— |
|
|
70,703 |
|
|
1,126 |
|
|
(31,622 |
) |
|
40,207 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
57,936 |
|
|
60 |
|
|
(31,622 |
) |
|
26,374 |
|
Other direct cost of revenues |
|
— |
|
|
1,518 |
|
|
1,057 |
|
|
— |
|
|
2,575 |
|
Total cost of revenues |
|
— |
|
|
59,454 |
|
|
1,117 |
|
|
(31,622 |
) |
|
28,949 |
|
Gross profit |
|
— |
|
|
11,249 |
|
|
9 |
|
|
— |
|
|
11,258 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
30 |
|
|
9,171 |
|
|
82 |
|
|
— |
|
|
9,283 |
|
Sales and marketing |
|
452 |
|
|
3,623 |
|
|
105 |
|
|
— |
|
|
4,180 |
|
General and administrative |
|
11,009 |
|
|
3,889 |
|
|
(132 |
) |
|
— |
|
|
14,766 |
|
Total operating expenses |
|
11,491 |
|
|
16,683 |
|
|
55 |
|
|
— |
|
|
28,229 |
|
Loss from operations |
|
(11,491 |
) |
|
(5,434 |
) |
|
(46 |
) |
|
— |
|
|
(16,971 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1,329 |
) |
|
(1,296 |
) |
|
— |
|
|
— |
|
|
(2,625 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(22 |
) |
|
(4 |
) |
|
— |
|
|
(26 |
) |
Change in fair value of convertible note embedded derivative liability |
|
475 |
|
|
— |
|
|
— |
|
|
— |
|
|
475 |
|
Change in fair value of warrant liability |
|
147 |
|
|
— |
|
|
— |
|
|
— |
|
|
147 |
|
Loss on extinguishment of debt |
|
— |
|
|
(293 |
) |
|
— |
|
|
— |
|
|
(293 |
) |
Other income / (expense) |
|
58 |
|
|
(47 |
) |
|
— |
|
|
— |
|
|
11 |
|
Total interest and other income / (expense), net |
|
(649 |
) |
|
(1,658 |
) |
|
(4 |
) |
|
— |
|
|
(2,311 |
) |
Loss from operations before income taxes |
|
(12,140 |
) |
|
(7,092 |
) |
|
(50 |
) |
|
— |
|
|
(19,282 |
) |
Income tax benefit |
|
(144 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(144 |
) |
Net loss from operations, net of taxes |
|
(11,996 |
) |
|
(7,092 |
) |
|
(50 |
) |
|
— |
|
|
(19,138 |
) |
Discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
Income / (loss) from operations of discontinued components |
|
— |
|
|
(5,237 |
) |
|
111 |
|
|
— |
|
|
(5,126 |
) |
Net income / (loss) from discontinued operations, net of taxes |
|
— |
|
|
(5,237 |
) |
|
111 |
|
|
— |
|
|
(5,126 |
) |
Net income / (loss) |
|
(11,996 |
) |
|
(12,329 |
) |
|
61 |
|
|
— |
|
|
(24,264 |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(119 |
) |
|
— |
|
|
— |
|
|
(119 |
) |
Comprehensive income / (loss) |
|
(11,996 |
) |
|
(12,448 |
) |
|
61 |
|
|
— |
|
|
(24,383 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Operations and Comprehensive Loss |
For the year ended March 31, 2016 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Net revenues |
|
— |
|
|
39,432 |
|
|
124 |
|
|
22,251 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
30,619 |
|
|
— |
|
|
13,314 |
|
Other direct cost of revenues |
|
— |
|
|
9,775 |
|
|
(2,298 |
) |
|
7,477 |
|
Total cost of revenues |
|
— |
|
|
40,394 |
|
|
(2,298 |
) |
|
20,791 |
|
Gross profit / (loss) |
|
— |
|
|
(962 |
) |
|
2,422 |
|
|
1,460 |
|
Operating expenses |
|
|
|
|
|
|
|
|
Product development |
|
(582 |
) |
|
4,943 |
|
|
522 |
|
|
4,883 |
|
Sales and marketing |
|
46 |
|
|
2,718 |
|
|
144 |
|
|
2,908 |
|
General and administrative |
|
11,457 |
|
|
4,182 |
|
|
564 |
|
|
16,203 |
|
Total operating expenses |
|
10,921 |
|
|
11,843 |
|
|
1,230 |
|
|
23,994 |
|
Income / (loss) from operations |
|
(10,921 |
) |
|
(12,805 |
) |
|
1,192 |
|
|
(22,534 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
Interest income / (expense), net |
|
1 |
|
|
(1,717 |
) |
|
— |
|
|
(1,716 |
) |
Foreign exchange transaction loss |
|
(6 |
) |
|
(12 |
) |
|
(6 |
) |
|
(24 |
) |
Other income / (expense) |
|
18 |
|
|
(22 |
) |
|
— |
|
|
(4 |
) |
Total interest and other income / (expense), net |
|
13 |
|
|
(1,751 |
) |
|
(6 |
) |
|
(1,744 |
) |
Income / (loss) from operations before income taxes |
|
(10,908 |
) |
|
(14,556 |
) |
|
1,186 |
|
|
(24,278 |
) |
Income tax provision |
|
130 |
|
|
84 |
|
|
— |
|
|
214 |
|
Net income / (loss) from operations, net of taxes |
|
(11,038 |
) |
|
(14,640 |
) |
|
1,186 |
|
|
(24,492 |
) |
Discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
Loss from operations of discontinued components |
|
— |
|
|
(923 |
) |
|
(2,617 |
) |
|
(3,540 |
) |
Net loss from discontinued operations, net of taxes |
|
— |
|
|
(923 |
) |
|
(2,617 |
) |
|
(3,540 |
) |
Net loss |
|
(11,038 |
) |
|
(15,563 |
) |
|
(1,431 |
) |
|
(28,032 |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(150 |
) |
|
— |
|
|
(150 |
) |
Comprehensive loss |
|
(11,038 |
) |
|
(15,713 |
) |
|
(1,431 |
) |
|
(28,182 |
) |
|
| Condensed Cash Flow Statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows |
For the year ended March 31, 2018 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
(25,316 |
) |
|
5,935 |
|
|
(316 |
) |
|
(19,697 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
21 |
|
|
2,629 |
|
|
10 |
|
|
2,660 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
299 |
|
|
— |
|
|
299 |
|
Amortization of debt discount and debt issuance costs |
|
1,018 |
|
|
— |
|
|
— |
|
|
1,018 |
|
Stock-based compensation |
|
2,844 |
|
|
(189 |
) |
|
— |
|
|
2,655 |
|
Stock-based compensation for services rendered |
|
323 |
|
|
— |
|
|
— |
|
|
323 |
|
Change in fair value of convertible note embedded derivative liability |
|
7,559 |
|
|
— |
|
|
— |
|
|
7,559 |
|
Change in fair value of warrant liability |
|
3,208 |
|
|
— |
|
|
— |
|
|
3,208 |
|
Loss on extinguishment of debt |
|
1,787 |
|
|
(2 |
) |
|
— |
|
|
1,785 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(7,094 |
) |
|
23 |
|
|
(7,071 |
) |
Deposits |
|
(34 |
) |
|
8 |
|
|
(4 |
) |
|
(30 |
) |
Deferred tax assets |
|
(244 |
) |
|
— |
|
|
— |
|
|
(244 |
) |
Prepaid expenses and other current assets |
|
(85 |
) |
|
(209 |
) |
|
(12 |
) |
|
(306 |
) |
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
8 |
|
|
8,092 |
|
|
8 |
|
|
8,108 |
|
Accrued license fees and revenue share |
|
— |
|
|
5,010 |
|
|
211 |
|
|
5,221 |
|
Accrued compensation |
|
2,252 |
|
|
173 |
|
|
20 |
|
|
2,445 |
|
Accrued interest |
|
(26 |
) |
|
— |
|
|
— |
|
|
(26 |
) |
Other current liabilities |
|
6,078 |
|
|
(5,381 |
) |
|
(619 |
) |
|
78 |
|
Other non-current liabilities |
|
(679 |
) |
|
(16 |
) |
|
— |
|
|
(695 |
) |
Net cash provided by / (used in) operating activities - continuing operations |
|
(1,286 |
) |
|
9,255 |
|
|
(679 |
) |
|
7,290 |
|
Net cash provided by / (used in) operating activities - discontinued operations |
|
— |
|
|
(873 |
) |
|
549 |
|
|
(324 |
) |
Net cash used in operating activities |
|
(1,286 |
) |
|
8,382 |
|
|
(130 |
) |
|
6,966 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(213 |
) |
|
(1,770 |
) |
|
(9 |
) |
|
(1,992 |
) |
Net cash provided by / (used in) investing activities - continuing operations |
|
(213 |
) |
|
(1,770 |
) |
|
(9 |
) |
|
(1,992 |
) |
Net cash provided by / (used in) investing activities - discontinued operations |
|
— |
|
|
(142 |
) |
|
— |
|
|
(142 |
) |
Net cash used in investing activities |
|
(213 |
) |
|
(1,912 |
) |
|
(9 |
) |
|
(2,134 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
2,500 |
|
|
— |
|
|
— |
|
|
2,500 |
|
Repayment of debt obligations |
|
(1,098 |
) |
|
— |
|
|
— |
|
|
(1,098 |
) |
Payment for debt issuance costs |
|
(346 |
) |
|
— |
|
|
— |
|
|
(346 |
) |
Options exercised |
|
337 |
|
|
— |
|
|
— |
|
|
337 |
|
Warrant exercised |
|
350 |
|
|
— |
|
|
— |
|
|
350 |
|
Net cash provided in financing activities |
|
1,743 |
|
|
— |
|
|
— |
|
|
1,743 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
— |
|
|
(5 |
) |
|
1 |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
244 |
|
|
6,465 |
|
|
(138 |
) |
|
6,571 |
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
257 |
|
|
5,335 |
|
|
557 |
|
|
6,149 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
501 |
|
|
11,800 |
|
|
419 |
|
|
12,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows |
For the year ended March 31, 2017 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
(11,996 |
) |
|
(7,092 |
) |
|
(50 |
) |
|
(19,138 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
14 |
|
|
663 |
|
|
1,929 |
|
|
2,606 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
33 |
|
|
15 |
|
|
48 |
|
Amortization of debt discount and debt issuance costs |
|
1,256 |
|
|
— |
|
|
— |
|
|
1,256 |
|
Stock-based compensation |
|
3,748 |
|
|
(386 |
) |
|
— |
|
|
3,362 |
|
Stock-based compensation for services rendered |
|
398 |
|
|
— |
|
|
— |
|
|
398 |
|
Impairment of intangible assets |
|
— |
|
|
— |
|
|
757 |
|
|
757 |
|
Change in fair value of convertible note embedded derivative liability |
|
(475 |
) |
|
— |
|
|
— |
|
|
(475 |
) |
Change in fair value of warrant liability |
|
(147 |
) |
|
— |
|
|
— |
|
|
(147 |
) |
Loss on extinguishment of debt |
|
— |
|
|
293 |
|
|
— |
|
|
293 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
(156 |
) |
|
(177 |
) |
|
2 |
|
|
(331 |
) |
Accounts receivable |
|
25 |
|
|
(3,076 |
) |
|
(831 |
) |
|
(3,882 |
) |
Deposits |
|
— |
|
|
(57 |
) |
|
80 |
|
|
23 |
|
Deferred tax assets |
|
148 |
|
|
— |
|
|
— |
|
|
148 |
|
Prepaid expenses and other current assets |
|
(80 |
) |
|
150 |
|
|
11 |
|
|
81 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(233 |
) |
|
4,701 |
|
|
(34 |
) |
|
4,434 |
|
Accrued license fees and revenue share |
|
— |
|
|
(21 |
) |
|
17 |
|
|
(4 |
) |
Accrued compensation |
|
575 |
|
|
(94 |
) |
|
(96 |
) |
|
385 |
|
Accrued interest |
|
133 |
|
|
(97 |
) |
|
— |
|
|
36 |
|
Other current liabilities |
|
(1,091 |
) |
|
270 |
|
|
(502 |
) |
|
(1,323 |
) |
Other non-current liabilities |
|
(31 |
) |
|
(85 |
) |
|
— |
|
|
(116 |
) |
Intercompany movement of cash |
|
(15,146 |
) |
|
16,684 |
|
|
(1,538 |
) |
|
— |
|
Net cash provided by / (used in) operating activities - continuing operations |
|
(23,058 |
) |
|
11,709 |
|
|
(240 |
) |
|
(11,589 |
) |
Net cash provided by / (used in) operating activities - discontinued operations |
|
— |
|
|
4,067 |
|
|
527 |
|
|
4,594 |
|
Net cash used in operating activities |
|
(23,058 |
) |
|
15,776 |
|
|
287 |
|
|
(6,995 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(1,418 |
) |
|
— |
|
|
(1,418 |
) |
Proceeds from sale of cost method investment in Sift |
|
999 |
|
|
— |
|
|
— |
|
|
999 |
|
Net cash provided by / (used in) investing activities - continuing operations |
|
999 |
|
|
(1,418 |
) |
|
— |
|
|
(419 |
) |
Net cash provided by / (used in) investing activities - discontinued operations |
|
— |
|
|
(177 |
) |
|
— |
|
|
(177 |
) |
Net cash used in investing activities |
|
999 |
|
|
(1,595 |
) |
|
— |
|
|
(596 |
) |
|
|
|
|
|
|
|
|
|
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 for debt issuance costs |
|
(407 |
) |
|
(1,976 |
) |
|
— |
|
|
(2,383 |
) |
Options exercised |
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
Net cash provided in financing activities |
|
15,604 |
|
|
(12,976 |
) |
|
— |
|
|
2,628 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
— |
|
|
(336 |
) |
|
217 |
|
|
(119 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(6,455 |
) |
|
869 |
|
|
504 |
|
|
(5,082 |
) |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
11,231 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
257 |
|
|
5,335 |
|
|
557 |
|
|
6,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows |
For the year ended March 31, 2016 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
(11,038 |
) |
|
(14,640 |
) |
|
1,186 |
|
|
(24,492 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
9 |
|
|
9,707 |
|
|
(1,843 |
) |
|
7,873 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
(495 |
) |
|
— |
|
|
(495 |
) |
Amortization of debt discount and debt issuance costs |
|
470 |
|
|
— |
|
|
— |
|
|
470 |
|
Stock-based compensation |
|
5,095 |
|
|
— |
|
|
— |
|
|
5,095 |
|
Stock-based compensation for services rendered |
|
867 |
|
|
— |
|
|
— |
|
|
867 |
|
Stock issued for settlement of liability |
|
283 |
|
|
— |
|
|
— |
|
|
283 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
200 |
|
|
— |
|
|
— |
|
|
200 |
|
Accounts receivable |
|
(24 |
) |
|
(4,988 |
) |
|
(85 |
) |
|
(5,097 |
) |
Deposits |
|
9 |
|
|
74 |
|
|
(118 |
) |
|
(35 |
) |
Deferred tax assets |
|
(418 |
) |
|
— |
|
|
— |
|
|
(418 |
) |
Prepaid expenses and other current assets |
|
(171 |
) |
|
111 |
|
|
39 |
|
|
(21 |
) |
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(797 |
) |
|
7,821 |
|
|
(3,644 |
) |
|
3,380 |
|
Accrued license fees and revenue share |
|
— |
|
|
2,743 |
|
|
(30 |
) |
|
2,713 |
|
Accrued compensation |
|
(1,070 |
) |
|
1,316 |
|
|
(1,346 |
) |
|
(1,100 |
) |
Accrued interest |
|
— |
|
|
12 |
|
|
— |
|
|
12 |
|
Other current liabilities |
|
(398 |
) |
|
262 |
|
|
(670 |
) |
|
(806 |
) |
Intercompany movement of cash |
|
(4,014 |
) |
|
(2,475 |
) |
|
6,489 |
|
|
— |
|
Net cash provided by / (used in) operating activities - continuing operations |
|
(10,997 |
) |
|
(552 |
) |
|
(22 |
) |
|
(11,571 |
) |
Net cash provided by / (used in) operating activities - discontinued operations |
|
— |
|
|
4,515 |
|
|
(13 |
) |
|
4,502 |
|
Net cash used in operating activities |
|
(10,997 |
) |
|
3,963 |
|
|
(35 |
) |
|
(7,069 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(1,549 |
) |
|
— |
|
|
(1,549 |
) |
Net cash proceeds from cost method investment in Sift |
|
875 |
|
|
— |
|
|
— |
|
|
875 |
|
Net cash provided by / (used in) investing activities - continuing operations |
|
875 |
|
|
(1,549 |
) |
|
— |
|
|
(674 |
) |
Net cash used in investing activities |
|
875 |
|
|
(1,549 |
) |
|
— |
|
|
(674 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Repayment of debt obligations |
|
— |
|
|
(600 |
) |
|
— |
|
|
(600 |
) |
Options exercised |
|
51 |
|
|
— |
|
|
— |
|
|
51 |
|
Stock issued for cash in stock offering, net |
|
12,627 |
|
|
— |
|
|
— |
|
|
12,627 |
|
Net cash provided in financing activities |
|
12,678 |
|
|
(600 |
) |
|
— |
|
|
12,078 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
— |
|
|
(173 |
) |
|
— |
|
|
(173 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
2,556 |
|
|
1,641 |
|
|
(35 |
) |
|
4,162 |
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
4,156 |
|
|
2,825 |
|
|
88 |
|
|
7,069 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
11,231 |
|
|