Guarantor and Non-Guarantor Financial Statements (Tables)
|
6 Months Ended |
Sep. 30, 2018 |
|---|
| Condensed Financial Information Disclosure [Abstract] |
|
| Condensed Balance Sheet |
Consolidated Balance Sheet
as of September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
205 |
|
|
$ |
7,823 |
|
|
$ |
321 |
|
|
$ |
8,349 |
|
Restricted cash |
|
256 |
|
|
175 |
|
|
— |
|
|
431 |
|
Accounts receivable, net of allowance of $866 |
|
— |
|
|
20,604 |
|
|
258 |
|
|
20,862 |
|
Deposits |
|
34 |
|
|
114 |
|
|
4 |
|
|
152 |
|
Prepaid expenses and other current assets |
|
312 |
|
|
394 |
|
|
10 |
|
|
716 |
|
Current assets held for disposal |
|
— |
|
|
3,515 |
|
|
157 |
|
|
3,672 |
|
Total current assets |
|
807 |
|
|
32,625 |
|
|
750 |
|
|
34,182 |
|
Property and equipment, net |
|
576 |
|
|
2,470 |
|
|
7 |
|
|
3,053 |
|
Deferred tax assets |
|
655 |
|
|
— |
|
|
— |
|
|
655 |
|
Intangible assets, net |
|
1 |
|
|
560 |
|
|
— |
|
|
561 |
|
Goodwill |
|
1,065 |
|
|
40,201 |
|
|
1,000 |
|
|
42,266 |
|
TOTAL ASSETS |
|
$ |
3,104 |
|
|
$ |
75,856 |
|
|
$ |
1,757 |
|
|
$ |
80,717 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable / (receivable), net |
|
113,747 |
|
|
(96,749 |
) |
|
(16,998 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,068 |
|
|
$ |
25,684 |
|
|
$ |
— |
|
|
$ |
26,752 |
|
Accrued license fees and revenue share |
|
— |
|
|
5,322 |
|
|
395 |
|
|
5,717 |
|
Accrued compensation |
|
34 |
|
|
512 |
|
|
35 |
|
|
581 |
|
Short-term debt, net of debt issuance costs and discounts of $120 |
|
1,480 |
|
|
— |
|
|
— |
|
|
1,480 |
|
Other current liabilities |
|
1,060 |
|
|
376 |
|
|
41 |
|
|
1,477 |
|
Current liabilities held for disposal |
|
— |
|
|
5,639 |
|
|
276 |
|
|
5,915 |
|
Total current liabilities |
|
3,642 |
|
|
37,533 |
|
|
747 |
|
|
41,922 |
|
Convertible notes, net of debt issuance costs and discounts of $1,482 |
|
3,418 |
|
|
— |
|
|
— |
|
|
3,418 |
|
Convertible note embedded derivative liability |
|
1,728 |
|
|
— |
|
|
— |
|
|
1,728 |
|
Warrant liability |
|
1,484 |
|
|
— |
|
|
— |
|
|
1,484 |
|
Total liabilities |
|
10,272 |
|
|
37,533 |
|
|
747 |
|
|
48,552 |
|
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; 78,214,570 issued and 77,480,114 outstanding at September 30, 2018 |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Additional paid-in capital |
|
320,361 |
|
|
— |
|
|
— |
|
|
320,361 |
|
Treasury stock (754,599 shares at September 30, 2018) |
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
30 |
|
|
(1,489 |
) |
|
1,136 |
|
|
(323 |
) |
Accumulated deficit |
|
(213,851 |
) |
|
(56,937 |
) |
|
(17,124 |
) |
|
(287,912 |
) |
Total stockholders' equity |
|
106,579 |
|
|
(58,426 |
) |
|
(15,988 |
) |
|
32,165 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
116,851 |
|
|
$ |
(20,893 |
) |
|
$ |
(15,241 |
) |
|
$ |
80,717 |
|
Consolidated Balance Sheet
as of March 31, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
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 March 31, 2018) |
|
(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 |
|
|
| Condensed Income Statement |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
43,766 |
|
|
$ |
180 |
|
|
$ |
(20,092 |
) |
|
$ |
23,854 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
35,804 |
|
|
90 |
|
|
(20,092 |
) |
|
15,802 |
|
Other direct cost of revenues |
|
— |
|
|
508 |
|
|
— |
|
|
— |
|
|
508 |
|
Total cost of revenues |
|
— |
|
|
36,312 |
|
|
90 |
|
|
(20,092 |
) |
|
16,310 |
|
Gross profit |
|
— |
|
|
7,454 |
|
|
90 |
|
|
— |
|
|
7,544 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
82 |
|
|
2,435 |
|
|
120 |
|
|
— |
|
|
2,637 |
|
Sales and marketing |
|
234 |
|
|
1,483 |
|
|
196 |
|
|
— |
|
|
1,913 |
|
General and administrative |
|
1,252 |
|
|
1,345 |
|
|
82 |
|
|
— |
|
|
2,679 |
|
Total operating expenses |
|
1,568 |
|
|
5,263 |
|
|
398 |
|
|
— |
|
|
7,229 |
|
Income / (loss) from operations |
|
(1,568 |
) |
|
2,191 |
|
|
(308 |
) |
|
— |
|
|
315 |
|
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(134 |
) |
|
(1 |
) |
|
— |
|
|
— |
|
|
(135 |
) |
Foreign exchange transaction gain / (loss) |
|
— |
|
|
15 |
|
|
(14 |
) |
|
— |
|
|
1 |
|
Change in fair value of convertible note embedded derivative liability |
|
952 |
|
|
— |
|
|
— |
|
|
— |
|
|
952 |
|
Change in fair value of warrant liability |
|
926 |
|
|
— |
|
|
— |
|
|
— |
|
|
926 |
|
Loss on extinguishment of debt |
|
(15 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(15 |
) |
Other income / (expense) |
|
24 |
|
|
(24 |
) |
|
1 |
|
|
— |
|
|
1 |
|
Total interest and other income / (expense), net |
|
1,753 |
|
|
(10 |
) |
|
(13 |
) |
|
— |
|
|
1,730 |
|
Income / (loss) from continuing operations before income taxes |
|
185 |
|
|
2,181 |
|
|
(321 |
) |
|
— |
|
|
2,045 |
|
Income tax benefit |
|
(23 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(23 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
208 |
|
|
2,181 |
|
|
(321 |
) |
|
— |
|
|
2,068 |
|
Loss from discontinued operations |
|
— |
|
|
(356 |
) |
|
— |
|
|
— |
|
|
(356 |
) |
Net loss from discontinued operations, net of taxes |
|
— |
|
|
(356 |
) |
|
— |
|
|
— |
|
|
(356 |
) |
Net income / (loss) |
|
$ |
208 |
|
|
$ |
1,825 |
|
|
$ |
(321 |
) |
|
$ |
— |
|
|
$ |
1,712 |
|
Comprehensive income / (loss) |
|
$ |
208 |
|
|
$ |
1,825 |
|
|
$ |
(321 |
) |
|
$ |
— |
|
|
$ |
1,712 |
|
Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
84,693 |
|
|
$ |
384 |
|
|
$ |
(39,111 |
) |
|
$ |
45,966 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
69,949 |
|
|
180 |
|
|
(39,111 |
) |
|
31,018 |
|
Other direct cost of revenues |
|
— |
|
|
1,015 |
|
|
— |
|
|
— |
|
|
1,015 |
|
Total cost of revenues |
|
— |
|
|
70,964 |
|
|
180 |
|
|
(39,111 |
) |
|
32,033 |
|
Gross profit |
|
— |
|
|
13,729 |
|
|
204 |
|
|
— |
|
|
13,933 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
172 |
|
|
5,339 |
|
|
235 |
|
|
— |
|
|
5,746 |
|
Sales and marketing |
|
358 |
|
|
2,991 |
|
|
400 |
|
|
— |
|
|
3,749 |
|
General and administrative |
|
2,414 |
|
|
2,835 |
|
|
134 |
|
|
— |
|
|
5,383 |
|
Total operating expenses |
|
2,944 |
|
|
11,165 |
|
|
769 |
|
|
— |
|
|
14,878 |
|
Income / (loss) from operations |
|
(2,944 |
) |
|
2,564 |
|
|
(565 |
) |
|
— |
|
|
(945 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(454 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(454 |
) |
Foreign exchange transaction gain / (loss) |
|
— |
|
|
25 |
|
|
(16 |
) |
|
— |
|
|
9 |
|
Change in fair value of convertible note embedded derivative liability |
|
2,572 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,572 |
|
Change in fair value of warrant liability |
|
2,496 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,496 |
|
Loss on extinguishment of debt |
|
(15 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(15 |
) |
Other income / (expense) |
|
918 |
|
|
(1,040 |
) |
|
(4 |
) |
|
— |
|
|
(126 |
) |
Total interest and other income / (expense), net |
|
5,517 |
|
|
(1,015 |
) |
|
(20 |
) |
|
— |
|
|
4,482 |
|
Income / (loss) from continuing operations before income taxes |
|
2,573 |
|
|
1,549 |
|
|
(585 |
) |
|
— |
|
|
3,537 |
|
Income tax benefit |
|
(59 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(59 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
2,632 |
|
|
1,549 |
|
|
(585 |
) |
|
— |
|
|
3,596 |
|
Income / (loss) from discontinued operations |
|
(37 |
) |
|
(1,372 |
) |
|
9 |
|
|
— |
|
|
(1,400 |
) |
Net income / (loss) from discontinued operations, net of taxes |
|
(37 |
) |
|
(1,372 |
) |
|
9 |
|
|
— |
|
|
(1,400 |
) |
Net income / (loss) |
|
$ |
2,595 |
|
|
$ |
177 |
|
|
$ |
(576 |
) |
|
$ |
— |
|
|
$ |
2,196 |
|
Comprehensive income / (loss) |
|
$ |
2,595 |
|
|
$ |
177 |
|
|
$ |
(576 |
) |
|
$ |
— |
|
|
$ |
2,196 |
|
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
29,026 |
|
|
$ |
267 |
|
|
$ |
(13,388 |
) |
|
$ |
15,905 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
23,183 |
|
|
70 |
|
|
(13,388 |
) |
|
9,865 |
|
Other direct cost of revenues |
|
— |
|
|
430 |
|
|
— |
|
|
— |
|
|
430 |
|
Total cost of revenues |
|
— |
|
|
23,613 |
|
|
70 |
|
|
(13,388 |
) |
|
10,295 |
|
Gross profit |
|
— |
|
|
5,413 |
|
|
197 |
|
|
— |
|
|
5,610 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
7 |
|
|
2,216 |
|
|
18 |
|
|
— |
|
|
2,241 |
|
Sales and marketing |
|
72 |
|
|
1,143 |
|
|
69 |
|
|
— |
|
|
1,284 |
|
General and administrative |
|
2,393 |
|
|
1,038 |
|
|
120 |
|
|
— |
|
|
3,551 |
|
Total operating expenses |
|
2,472 |
|
|
4,397 |
|
|
207 |
|
|
— |
|
|
7,076 |
|
Income / (loss) from operations |
|
(2,472 |
) |
|
1,016 |
|
|
(10 |
) |
|
— |
|
|
(1,466 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(659 |
) |
|
(3 |
) |
|
— |
|
|
— |
|
|
(662 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(47 |
) |
|
— |
|
|
— |
|
|
(47 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(3,344 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,344 |
) |
Change in fair value of warrant liability |
|
(1,164 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,164 |
) |
Loss on extinguishment of debt |
|
(882 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(882 |
) |
Other income |
|
(24 |
) |
|
102 |
|
|
— |
|
|
— |
|
|
78 |
|
Total interest and other income / (expense), net |
|
(6,073 |
) |
|
52 |
|
|
— |
|
|
— |
|
|
(6,021 |
) |
Income / (loss) from continuing operations before income taxes |
|
(8,545 |
) |
|
1,068 |
|
|
(10 |
) |
|
— |
|
|
(7,487 |
) |
Income tax provision |
|
(884 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(884 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
(7,661 |
) |
|
1,068 |
|
|
(10 |
) |
|
— |
|
|
(6,603 |
) |
Income / (loss) from discontinued operations |
|
(73 |
) |
|
620 |
|
|
(402 |
) |
|
— |
|
|
145 |
|
Net income / (loss) from discontinued operations, net of taxes |
|
(73 |
) |
|
620 |
|
|
(402 |
) |
|
— |
|
|
145 |
|
Net income / (loss) |
|
$ |
(7,734 |
) |
|
$ |
1,688 |
|
|
$ |
(412 |
) |
|
$ |
— |
|
|
$ |
(6,458 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
211 |
|
|
(216 |
) |
|
— |
|
|
(5 |
) |
Comprehensive income / (loss) |
|
$ |
(7,734 |
) |
|
$ |
1,899 |
|
|
$ |
(628 |
) |
|
$ |
— |
|
|
$ |
(6,463 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
— |
|
|
56,093 |
|
|
517 |
|
|
(25,552 |
) |
|
31,058 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
44,904 |
|
|
105 |
|
|
(25,552 |
) |
|
19,457 |
|
Other direct cost of revenues |
|
— |
|
|
839 |
|
|
— |
|
|
|
|
839 |
|
Total cost of revenues |
|
— |
|
|
45,743 |
|
|
105 |
|
|
(25,552 |
) |
|
20,296 |
|
Gross profit |
|
— |
|
|
10,350 |
|
|
412 |
|
|
— |
|
|
10,762 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
12 |
|
|
4,373 |
|
|
30 |
|
|
— |
|
|
4,415 |
|
Sales and marketing |
|
174 |
|
|
2,125 |
|
|
122 |
|
|
— |
|
|
2,421 |
|
General and administrative |
|
4,645 |
|
|
2,070 |
|
|
194 |
|
|
— |
|
|
6,909 |
|
Total operating expenses |
|
4,831 |
|
|
8,568 |
|
|
346 |
|
|
— |
|
|
13,745 |
|
Income / (loss) from operations |
|
(4,831 |
) |
|
1,782 |
|
|
66 |
|
|
— |
|
|
(2,983 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(1,369 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,369 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(110 |
) |
|
— |
|
|
— |
|
|
(110 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(4,652 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,652 |
) |
Change in fair value of warrant liability |
|
(1,628 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,628 |
) |
Loss on extinguishment of debt |
|
(882 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(882 |
) |
Other income |
|
(21 |
) |
|
102 |
|
|
— |
|
|
— |
|
|
81 |
|
Total interest and other income / (expense), net |
|
(8,552 |
) |
|
(8 |
) |
|
— |
|
|
— |
|
|
(8,560 |
) |
Income / (loss) from continuing operations before income taxes |
|
(13,383 |
) |
|
1,774 |
|
|
66 |
|
|
— |
|
|
(11,543 |
) |
Income tax provision |
|
(853 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(853 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
(12,530 |
) |
|
1,774 |
|
|
66 |
|
|
— |
|
|
(10,690 |
) |
Income / (loss) from discontinued operations |
|
(73 |
) |
|
576 |
|
|
(446 |
) |
|
— |
|
|
57 |
|
Net income / (loss) from discontinued operations, net of taxes |
|
(73 |
) |
|
576 |
|
|
(446 |
) |
|
— |
|
|
57 |
|
Net income / (loss) |
|
(12,603 |
) |
|
2,350 |
|
|
(380 |
) |
|
— |
|
|
(10,633 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(5 |
) |
|
— |
|
|
— |
|
|
(5 |
) |
Comprehensive income / (loss) |
|
(12,603 |
) |
|
2,345 |
|
|
(380 |
) |
|
— |
|
|
(10,638 |
) |
Consolidated Statement of Cash Flows
for the six months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income / (loss) from continuing operations, net of taxes |
|
$ |
2,632 |
|
|
$ |
1,549 |
|
|
$ |
(585 |
) |
|
$ |
3,596 |
|
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
17 |
|
|
1,417 |
|
|
2 |
|
|
1,436 |
|
Loss on disposal of fixed assets |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Change in allowance for doubtful accounts |
|
— |
|
|
319 |
|
|
35 |
|
|
354 |
|
Amortization of debt discount and debt issuance costs |
|
188 |
|
|
— |
|
|
— |
|
|
188 |
|
Stock-based compensation |
|
942 |
|
|
— |
|
|
— |
|
|
942 |
|
Stock-based compensation for services rendered |
|
208 |
|
|
— |
|
|
— |
|
|
208 |
|
Change in fair value of convertible note embedded derivative liability |
|
(2,572 |
) |
|
— |
|
|
— |
|
|
(2,572 |
) |
Change in fair value of warrant liability |
|
(2,496 |
) |
|
— |
|
|
— |
|
|
(2,496 |
) |
Loss on extinguishment of debt |
|
15 |
|
|
— |
|
|
— |
|
|
15 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(4,549 |
) |
|
383 |
|
|
(4,166 |
) |
Deferred tax assets |
|
(59 |
) |
|
— |
|
|
— |
|
|
(59 |
) |
Prepaid expenses and other current assets |
|
18 |
|
|
10 |
|
|
5 |
|
|
33 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
38 |
|
|
6,986 |
|
|
(167 |
) |
|
6,857 |
|
Accrued license fees and revenue share |
|
— |
|
|
(2,594 |
) |
|
79 |
|
|
(2,515 |
) |
Accrued compensation |
|
(2,250 |
) |
|
(113 |
) |
|
(15 |
) |
|
(2,378 |
) |
Accrued interest |
|
3 |
|
|
— |
|
|
— |
|
|
3 |
|
Other current liabilities |
|
4,422 |
|
|
(3,564 |
) |
|
(450 |
) |
|
408 |
|
Other non-current liabilities |
|
(11 |
) |
|
— |
|
|
— |
|
|
(11 |
) |
Cash provided by / (used in) operating activities - continuing operations |
|
1,095 |
|
|
(539 |
) |
|
(713 |
) |
|
(157 |
) |
Cash used in operating activities - discontinued operations |
|
— |
|
|
(2,648 |
) |
|
(450 |
) |
|
(3,098 |
) |
Net cash provided by / (used in) operating activities |
|
1,095 |
|
|
(3,187 |
) |
|
(1,163 |
) |
|
(3,255 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(336 |
) |
|
(749 |
) |
|
— |
|
|
(1,085 |
) |
Proceeds from intercompany transfer of assets between subsidiaries |
|
(1,065 |
) |
|
— |
|
|
1,065 |
|
|
— |
|
Cash provided by / (used in) investing activities - continuing operations |
|
(1,401 |
) |
|
(749 |
) |
|
1,065 |
|
|
(1,085 |
) |
Cash used in investing activities - discontinued operations |
|
— |
|
|
(41 |
) |
|
— |
|
|
(41 |
) |
Net cash provided by / (used in) investing activities |
|
(1,401 |
) |
|
(790 |
) |
|
1,065 |
|
|
(1,126 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Options exercised |
|
160 |
|
|
— |
|
|
— |
|
|
160 |
|
Repayment of debt obligations |
|
(50 |
) |
|
— |
|
|
— |
|
|
(50 |
) |
Net cash used in financing activities |
|
110 |
|
|
— |
|
|
— |
|
|
110 |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(196 |
) |
|
(3,977 |
) |
|
(98 |
) |
|
(4,271 |
) |
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of period |
|
657 |
|
|
11,975 |
|
|
419 |
|
|
13,051 |
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of period |
|
$ |
461 |
|
|
$ |
7,998 |
|
|
$ |
321 |
|
|
$ |
8,780 |
|
|
| Condensed Cash Flow Statement |
Consolidated Statement of Cash Flows
for the six months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income / (loss) from continuing operations, net of taxes |
|
$ |
2,632 |
|
|
$ |
1,549 |
|
|
$ |
(585 |
) |
|
$ |
3,596 |
|
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
17 |
|
|
1,417 |
|
|
2 |
|
|
1,436 |
|
Loss on disposal of fixed assets |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Change in allowance for doubtful accounts |
|
— |
|
|
319 |
|
|
35 |
|
|
354 |
|
Amortization of debt discount and debt issuance costs |
|
188 |
|
|
— |
|
|
— |
|
|
188 |
|
Stock-based compensation |
|
942 |
|
|
— |
|
|
— |
|
|
942 |
|
Stock-based compensation for services rendered |
|
208 |
|
|
— |
|
|
— |
|
|
208 |
|
Change in fair value of convertible note embedded derivative liability |
|
(2,572 |
) |
|
— |
|
|
— |
|
|
(2,572 |
) |
Change in fair value of warrant liability |
|
(2,496 |
) |
|
— |
|
|
— |
|
|
(2,496 |
) |
Loss on extinguishment of debt |
|
15 |
|
|
— |
|
|
— |
|
|
15 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(4,549 |
) |
|
383 |
|
|
(4,166 |
) |
Deferred tax assets |
|
(59 |
) |
|
— |
|
|
— |
|
|
(59 |
) |
Prepaid expenses and other current assets |
|
18 |
|
|
10 |
|
|
5 |
|
|
33 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
38 |
|
|
6,986 |
|
|
(167 |
) |
|
6,857 |
|
Accrued license fees and revenue share |
|
— |
|
|
(2,594 |
) |
|
79 |
|
|
(2,515 |
) |
Accrued compensation |
|
(2,250 |
) |
|
(113 |
) |
|
(15 |
) |
|
(2,378 |
) |
Accrued interest |
|
3 |
|
|
— |
|
|
— |
|
|
3 |
|
Other current liabilities |
|
4,422 |
|
|
(3,564 |
) |
|
(450 |
) |
|
408 |
|
Other non-current liabilities |
|
(11 |
) |
|
— |
|
|
— |
|
|
(11 |
) |
Cash provided by / (used in) operating activities - continuing operations |
|
1,095 |
|
|
(539 |
) |
|
(713 |
) |
|
(157 |
) |
Cash used in operating activities - discontinued operations |
|
— |
|
|
(2,648 |
) |
|
(450 |
) |
|
(3,098 |
) |
Net cash provided by / (used in) operating activities |
|
1,095 |
|
|
(3,187 |
) |
|
(1,163 |
) |
|
(3,255 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(336 |
) |
|
(749 |
) |
|
— |
|
|
(1,085 |
) |
Proceeds from intercompany transfer of assets between subsidiaries |
|
(1,065 |
) |
|
— |
|
|
1,065 |
|
|
— |
|
Cash provided by / (used in) investing activities - continuing operations |
|
(1,401 |
) |
|
(749 |
) |
|
1,065 |
|
|
(1,085 |
) |
Cash used in investing activities - discontinued operations |
|
— |
|
|
(41 |
) |
|
— |
|
|
(41 |
) |
Net cash provided by / (used in) investing activities |
|
(1,401 |
) |
|
(790 |
) |
|
1,065 |
|
|
(1,126 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Options exercised |
|
160 |
|
|
— |
|
|
— |
|
|
160 |
|
Repayment of debt obligations |
|
(50 |
) |
|
— |
|
|
— |
|
|
(50 |
) |
Net cash used in financing activities |
|
110 |
|
|
— |
|
|
— |
|
|
110 |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(196 |
) |
|
(3,977 |
) |
|
(98 |
) |
|
(4,271 |
) |
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of period |
|
657 |
|
|
11,975 |
|
|
419 |
|
|
13,051 |
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of period |
|
$ |
461 |
|
|
$ |
7,998 |
|
|
$ |
321 |
|
|
$ |
8,780 |
|
Consolidated Statement of Cash Flows
for the six months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income / (loss) from continuing operations, net of taxes |
|
$ |
(12,530 |
) |
|
$ |
1,774 |
|
|
$ |
66 |
|
|
$ |
(10,690 |
) |
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
9 |
|
|
872 |
|
|
408 |
|
|
1,289 |
|
Amortization of debt discount and debt issuance costs |
|
680 |
|
|
— |
|
|
— |
|
|
680 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
219 |
|
|
(15 |
) |
|
204 |
|
Stock-based compensation |
|
1,360 |
|
|
— |
|
|
— |
|
|
1,360 |
|
Stock-based compensation for services rendered |
|
150 |
|
|
— |
|
|
— |
|
|
150 |
|
Change in fair value of convertible note embedded derivative liability |
|
4,652 |
|
|
— |
|
|
— |
|
|
4,652 |
|
Change in fair value of warrant liability |
|
1,628 |
|
|
— |
|
|
— |
|
|
1,628 |
|
Loss on extinguishment of debt |
|
882 |
|
|
— |
|
|
— |
|
|
882 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(5,697 |
) |
|
215 |
|
|
(5,482 |
) |
Deposits |
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
Deferred tax assets |
|
(336 |
) |
|
— |
|
|
— |
|
|
(336 |
) |
Prepaid expenses and other current assets |
|
33 |
|
|
30 |
|
|
(11 |
) |
|
52 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(272 |
) |
|
5,006 |
|
|
(35 |
) |
|
4,699 |
|
Accrued license fees and revenue share |
|
— |
|
|
740 |
|
|
88 |
|
|
828 |
|
Accrued compensation |
|
501 |
|
|
164 |
|
|
— |
|
|
665 |
|
Accrued interest |
|
(24 |
) |
|
— |
|
|
— |
|
|
(24 |
) |
Other current liabilities |
|
2,096 |
|
|
(1,669 |
) |
|
(500 |
) |
|
(73 |
) |
Other non-current liabilities |
|
(529 |
) |
|
— |
|
|
— |
|
|
(529 |
) |
Intercompany movement of cash |
|
3 |
|
|
(28 |
) |
|
25 |
|
|
— |
|
Cash provided by / (used in) operating activities - continuing operations |
|
(1,697 |
) |
|
1,415 |
|
|
241 |
|
|
(41 |
) |
Cash provided by / (used in) operating activities - discontinued operations |
|
46 |
|
|
(1,047 |
) |
|
(338 |
) |
|
(1,339 |
) |
Net cash provided by / (used in) operating activities |
|
(1,651 |
) |
|
368 |
|
|
(97 |
) |
|
(1,380 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(743 |
) |
|
(5 |
) |
|
(748 |
) |
Cash provided by / (used in) investing activities - continuing operations |
|
|
|
(743 |
) |
|
(5 |
) |
|
(748 |
) |
Cash provided by / (used in) investing activities - discontinued operations |
|
— |
|
|
(75 |
) |
|
— |
|
|
(75 |
) |
Net cash used in investing activities |
|
— |
|
|
(818 |
) |
|
(5 |
) |
|
(823 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
2,500 |
|
|
— |
|
|
— |
|
|
2,500 |
|
Payment of debt issuance costs |
|
(346 |
) |
|
— |
|
|
— |
|
|
(346 |
) |
Options exercised |
|
19 |
|
|
— |
|
|
— |
|
|
19 |
|
Repayment of debt obligations |
|
(247 |
) |
|
— |
|
|
— |
|
|
(247 |
) |
Net cash provided by financing activities |
|
1,926 |
|
|
— |
|
|
— |
|
|
1,926 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
— |
|
|
(5 |
) |
|
— |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
275 |
|
|
(455 |
) |
|
(102 |
) |
|
(282 |
) |
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of period |
|
414 |
|
|
5,508 |
|
|
558 |
|
|
6,480 |
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of period |
|
$ |
689 |
|
|
$ |
5,053 |
|
|
$ |
456 |
|
|
$ |
6,198 |
|
|