Guarantor and Non-Guarantor Financial Statements (Tables)
|
9 Months Ended |
Dec. 31, 2018 |
|---|
| Condensed Financial Information Disclosure [Abstract] |
|
| Condensed Balance Sheet |
Consolidated Balance Sheet
as of December 31, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
216 |
|
|
$ |
9,777 |
|
|
$ |
107 |
|
|
$ |
10,100 |
|
Restricted cash |
|
256 |
|
|
175 |
|
|
— |
|
|
431 |
|
Accounts receivable, net of allowance of $937 |
|
— |
|
|
24,069 |
|
|
152 |
|
|
24,221 |
|
Deposits |
|
34 |
|
|
113 |
|
|
14 |
|
|
161 |
|
Prepaid expenses and other current assets |
|
357 |
|
|
815 |
|
|
142 |
|
|
1,314 |
|
Current assets held for disposal |
|
— |
|
|
3,435 |
|
|
(1 |
) |
|
3,434 |
|
Total current assets |
|
863 |
|
|
38,384 |
|
|
414 |
|
|
39,661 |
|
Property and equipment, net |
|
764 |
|
|
2,531 |
|
|
5 |
|
|
3,300 |
|
Deferred tax assets |
|
439 |
|
|
— |
|
|
— |
|
|
439 |
|
Intangible assets, net |
|
1 |
|
|
225 |
|
|
— |
|
|
226 |
|
Goodwill |
|
1,065 |
|
|
40,201 |
|
|
1,000 |
|
|
42,266 |
|
TOTAL ASSETS |
|
$ |
3,132 |
|
|
$ |
81,341 |
|
|
$ |
1,419 |
|
|
$ |
85,892 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable / (receivable), net |
|
111,398 |
|
|
(94,427 |
) |
|
(16,971 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
674 |
|
|
$ |
21,866 |
|
|
$ |
12 |
|
|
$ |
22,552 |
|
Accrued license fees and revenue share |
|
— |
|
|
11,369 |
|
|
122 |
|
|
11,491 |
|
Accrued compensation |
|
954 |
|
|
628 |
|
|
32 |
|
|
1,614 |
|
Short-term debt, net of debt issuance costs and discounts of $78 |
|
1,522 |
|
|
— |
|
|
— |
|
|
1,522 |
|
Other current liabilities |
|
1,076 |
|
|
684 |
|
|
42 |
|
|
1,802 |
|
Current liabilities held for disposal |
|
— |
|
|
5,264 |
|
|
166 |
|
|
5,430 |
|
Total current liabilities |
|
4,226 |
|
|
39,811 |
|
|
374 |
|
|
44,411 |
|
Convertible notes, net of debt issuance costs and discounts of $1,402 |
|
3,298 |
|
|
— |
|
|
— |
|
|
3,298 |
|
Convertible note embedded derivative liability |
|
3,113 |
|
|
— |
|
|
— |
|
|
3,113 |
|
Warrant liability |
|
3,135 |
|
|
— |
|
|
— |
|
|
3,135 |
|
Other non-current liabilities |
|
182 |
|
|
— |
|
|
— |
|
|
182 |
|
Total liabilities |
|
13,954 |
|
|
39,811 |
|
|
374 |
|
|
54,139 |
|
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; 78,459,070 issued and 77,704,471 outstanding at December 31, 2018 |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Additional paid-in capital |
|
321,297 |
|
|
— |
|
|
— |
|
|
321,297 |
|
Treasury stock (754,599 shares at December 31, 2018) |
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
30 |
|
|
(1,489 |
) |
|
1,136 |
|
|
(323 |
) |
Accumulated deficit |
|
(220,790 |
) |
|
(51,408 |
) |
|
(17,062 |
) |
|
(289,260 |
) |
Total stockholders' equity |
|
100,576 |
|
|
(52,897 |
) |
|
(15,926 |
) |
|
31,753 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
114,530 |
|
|
$ |
(13,086 |
) |
|
$ |
(15,552 |
) |
|
$ |
85,892 |
|
Consolidated Balance Sheet
as of March 31, 2018
(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 Statement of Operations and Comprehensive Loss |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
54,843 |
|
|
$ |
248 |
|
|
$ |
(24,680 |
) |
|
$ |
30,411 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
44,050 |
|
|
(175 |
) |
|
(24,680 |
) |
|
19,195 |
|
Other direct cost of revenues |
|
— |
|
|
538 |
|
|
— |
|
|
— |
|
|
538 |
|
Total cost of revenues |
|
— |
|
|
44,588 |
|
|
(175 |
) |
|
(24,680 |
) |
|
19,733 |
|
Gross profit |
|
— |
|
|
10,255 |
|
|
423 |
|
|
— |
|
|
10,678 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
84 |
|
|
2,233 |
|
|
111 |
|
|
— |
|
|
2,428 |
|
Sales and marketing |
|
121 |
|
|
1,635 |
|
|
206 |
|
|
— |
|
|
1,962 |
|
General and administrative |
|
3,126 |
|
|
706 |
|
|
— |
|
|
— |
|
|
3,832 |
|
Total operating expenses |
|
3,331 |
|
|
4,574 |
|
|
317 |
|
|
— |
|
|
8,222 |
|
Income / (loss) from operations |
|
(3,331 |
) |
|
5,681 |
|
|
106 |
|
|
— |
|
|
2,456 |
|
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(118 |
) |
|
(76 |
) |
|
— |
|
|
— |
|
|
(194 |
) |
Foreign exchange transaction gain / (loss) |
|
1 |
|
|
2 |
|
|
(5 |
) |
|
— |
|
|
(2 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(1,476 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,476 |
) |
Change in fair value of warrant liability |
|
(1,651 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,651 |
) |
Loss on extinguishment of debt |
|
(10 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(10 |
) |
Other expense |
|
(76 |
) |
|
34 |
|
|
(1 |
) |
|
— |
|
|
(43 |
) |
Total interest and other income / (expense), net |
|
(3,330 |
) |
|
(40 |
) |
|
(6 |
) |
|
— |
|
|
(3,376 |
) |
Income / (loss) from continuing operations before income taxes |
|
(6,661 |
) |
|
5,641 |
|
|
100 |
|
|
— |
|
|
(920 |
) |
Income tax provision |
|
216 |
|
|
— |
|
|
— |
|
|
— |
|
|
216 |
|
Net income / (loss) from continuing operations, net of taxes |
|
(6,877 |
) |
|
5,641 |
|
|
100 |
|
|
— |
|
|
(1,136 |
) |
Loss from discontinued operations |
|
— |
|
|
(212 |
) |
|
— |
|
|
— |
|
|
(212 |
) |
Net loss from discontinued operations, net of taxes |
|
— |
|
|
(212 |
) |
|
— |
|
|
— |
|
|
(212 |
) |
Net income / (loss) |
|
$ |
(6,877 |
) |
|
$ |
5,429 |
|
|
$ |
100 |
|
|
$ |
— |
|
|
$ |
(1,348 |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(5 |
) |
|
— |
|
|
— |
|
|
(5 |
) |
Comprehensive income / (loss) |
|
$ |
(6,877 |
) |
|
$ |
5,424 |
|
|
$ |
100 |
|
|
$ |
— |
|
|
$ |
(1,353 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2018 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
139,536 |
|
|
$ |
632 |
|
|
$ |
(63,791 |
) |
|
$ |
76,377 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
113,999 |
|
|
5 |
|
|
(63,791 |
) |
|
50,213 |
|
Other direct cost of revenues |
|
— |
|
|
1,553 |
|
|
— |
|
|
— |
|
|
1,553 |
|
Total cost of revenues |
|
— |
|
|
115,552 |
|
|
5 |
|
|
(63,791 |
) |
|
51,766 |
|
Gross profit |
|
— |
|
|
23,984 |
|
|
627 |
|
|
— |
|
|
24,611 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
256 |
|
|
7,572 |
|
|
346 |
|
|
— |
|
|
8,174 |
|
Sales and marketing |
|
479 |
|
|
4,626 |
|
|
606 |
|
|
— |
|
|
5,711 |
|
General and administrative |
|
5,540 |
|
|
3,541 |
|
|
134 |
|
|
— |
|
|
9,215 |
|
Total operating expenses |
|
6,275 |
|
|
15,739 |
|
|
1,086 |
|
|
— |
|
|
23,100 |
|
Income / (loss) from operations |
|
(6,275 |
) |
|
8,245 |
|
|
(459 |
) |
|
— |
|
|
1,511 |
|
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(572 |
) |
|
(76 |
) |
|
— |
|
|
— |
|
|
(648 |
) |
Foreign exchange transaction gain / (loss) |
|
1 |
|
|
27 |
|
|
(21 |
) |
|
— |
|
|
7 |
|
Change in fair value of convertible note embedded derivative liability |
|
1,096 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,096 |
|
Change in fair value of warrant liability |
|
845 |
|
|
— |
|
|
— |
|
|
— |
|
|
845 |
|
Loss on extinguishment of debt |
|
(25 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(25 |
) |
Other expense |
|
842 |
|
|
(1,006 |
) |
|
(5 |
) |
|
— |
|
|
(169 |
) |
Total interest and other income / (expense), net |
|
2,187 |
|
|
(1,055 |
) |
|
(26 |
) |
|
— |
|
|
1,106 |
|
Income / (loss) from continuing operations before income taxes |
|
(4,088 |
) |
|
7,190 |
|
|
(485 |
) |
|
— |
|
|
2,617 |
|
Income tax provision |
|
157 |
|
|
— |
|
|
— |
|
|
— |
|
|
157 |
|
Net income / (loss) from continuing operations, net of taxes |
|
(4,245 |
) |
|
7,190 |
|
|
(485 |
) |
|
— |
|
|
2,460 |
|
Income / (loss) from discontinued operations |
|
(37 |
) |
|
(1,584 |
) |
|
9 |
|
|
— |
|
|
(1,612 |
) |
Net income / (loss) from discontinued operations, net of taxes |
|
(37 |
) |
|
(1,584 |
) |
|
9 |
|
|
— |
|
|
(1,612 |
) |
Net income / (loss) |
|
$ |
(4,282 |
) |
|
$ |
5,606 |
|
|
$ |
(476 |
) |
|
$ |
— |
|
|
$ |
848 |
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(5 |
) |
|
— |
|
|
— |
|
|
(5 |
) |
Comprehensive income / (loss) |
|
$ |
(4,282 |
) |
|
$ |
5,601 |
|
|
$ |
(476 |
) |
|
$ |
— |
|
|
$ |
843 |
|
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
41,679 |
|
|
$ |
222 |
|
|
$ |
(19,169 |
) |
|
$ |
22,732 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
33,995 |
|
|
61 |
|
|
(19,169 |
) |
|
14,887 |
|
Other direct cost of revenues |
|
— |
|
|
437 |
|
|
— |
|
|
— |
|
|
437 |
|
Total cost of revenues |
|
— |
|
|
34,432 |
|
|
61 |
|
|
(19,169 |
) |
|
15,324 |
|
Gross profit |
|
— |
|
|
7,247 |
|
|
161 |
|
|
— |
|
|
7,408 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
2 |
|
|
3,057 |
|
|
61 |
|
|
— |
|
|
3,120 |
|
Sales and marketing |
|
75 |
|
|
1,441 |
|
|
107 |
|
|
— |
|
|
1,623 |
|
General and administrative |
|
3,682 |
|
|
347 |
|
|
123 |
|
|
— |
|
|
4,152 |
|
Total operating expenses |
|
3,759 |
|
|
4,845 |
|
|
291 |
|
|
— |
|
|
8,895 |
|
Income / (loss) from operations |
|
(3,759 |
) |
|
2,402 |
|
|
(130 |
) |
|
— |
|
|
(1,487 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(446 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(446 |
) |
Foreign exchange transaction loss |
|
— |
|
|
48 |
|
|
1 |
|
|
— |
|
|
49 |
|
Change in fair value of convertible note embedded derivative liability |
|
(1,658 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,658 |
) |
Change in fair value of warrant liability |
|
(898 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(898 |
) |
Loss on extinguishment of debt |
|
(285 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(285 |
) |
Other income |
|
28 |
|
|
(182 |
) |
|
— |
|
|
— |
|
|
(154 |
) |
Total interest and other income / (expense), net |
|
(3,259 |
) |
|
(134 |
) |
|
1 |
|
|
— |
|
|
(3,392 |
) |
Income / (loss) from continuing operations before income taxes |
|
(7,018 |
) |
|
2,268 |
|
|
(129 |
) |
|
— |
|
|
(4,879 |
) |
Income tax provision |
|
(88 |
) |
|
6 |
|
|
(2 |
) |
|
— |
|
|
(84 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
(6,930 |
) |
|
2,262 |
|
|
(127 |
) |
|
— |
|
|
(4,795 |
) |
Income / (loss) from discontinued operations |
|
(87 |
) |
|
1,278 |
|
|
(195 |
) |
|
— |
|
|
996 |
|
Net income / (loss) from discontinued operations, net of taxes |
|
(87 |
) |
|
1,278 |
|
|
(195 |
) |
|
— |
|
|
996 |
|
Net income / (loss) |
|
$ |
(7,017 |
) |
|
$ |
3,540 |
|
|
$ |
(322 |
) |
|
$ |
— |
|
|
$ |
(3,799 |
) |
Comprehensive income / (loss) |
|
$ |
(7,017 |
) |
|
$ |
3,540 |
|
|
$ |
(322 |
) |
|
$ |
— |
|
|
$ |
(3,799 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
— |
|
|
97,772 |
|
|
739 |
|
|
(44,721 |
) |
|
53,790 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
78,899 |
|
|
166 |
|
|
(44,721 |
) |
|
34,344 |
|
Other direct cost of revenues |
|
— |
|
|
1,276 |
|
|
— |
|
|
|
|
1,276 |
|
Total cost of revenues |
|
— |
|
|
80,175 |
|
|
166 |
|
|
(44,721 |
) |
|
35,620 |
|
Gross profit |
|
— |
|
|
17,597 |
|
|
573 |
|
|
— |
|
|
18,170 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
14 |
|
|
7,430 |
|
|
91 |
|
|
— |
|
|
7,535 |
|
Sales and marketing |
|
249 |
|
|
3,566 |
|
|
229 |
|
|
— |
|
|
4,044 |
|
General and administrative |
|
8,327 |
|
|
2,417 |
|
|
317 |
|
|
— |
|
|
11,061 |
|
Total operating expenses |
|
8,590 |
|
|
13,413 |
|
|
637 |
|
|
— |
|
|
22,640 |
|
Income / (loss) from operations |
|
(8,590 |
) |
|
4,184 |
|
|
(64 |
) |
|
— |
|
|
(4,470 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(1,815 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,815 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(62 |
) |
|
1 |
|
|
— |
|
|
(61 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(6,310 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(6,310 |
) |
Change in fair value of warrant liability |
|
(2,526 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,526 |
) |
Loss on extinguishment of debt |
|
(1,167 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,167 |
) |
Other income |
|
7 |
|
|
(80 |
) |
|
— |
|
|
— |
|
|
(73 |
) |
Total interest and other income / (expense), net |
|
(11,811 |
) |
|
(142 |
) |
|
1 |
|
|
— |
|
|
(11,952 |
) |
Income / (loss) from continuing operations before income taxes |
|
(20,401 |
) |
|
4,042 |
|
|
(63 |
) |
|
— |
|
|
(16,422 |
) |
Income tax provision |
|
(941 |
) |
|
6 |
|
|
(2 |
) |
|
— |
|
|
(937 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
(19,460 |
) |
|
4,036 |
|
|
(61 |
) |
|
— |
|
|
(15,485 |
) |
Income / (loss) from discontinued operations |
|
(160 |
) |
|
1,854 |
|
|
(641 |
) |
|
— |
|
|
1,053 |
|
Net income / (loss) from discontinued operations, net of taxes |
|
(160 |
) |
|
1,854 |
|
|
(641 |
) |
|
— |
|
|
1,053 |
|
Net income / (loss) |
|
(19,620 |
) |
|
5,890 |
|
|
(702 |
) |
|
— |
|
|
(14,432 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
(5 |
) |
|
— |
|
|
— |
|
|
(5 |
) |
Comprehensive income / (loss) |
|
(19,620 |
) |
|
5,885 |
|
|
(702 |
) |
|
— |
|
|
(14,437 |
) |
|
| Condensed Statement of Cash Flows |
Consolidated Statement of Cash Flows
for the nine months ended December 31, 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 |
|
$ |
(4,245 |
) |
|
$ |
7,190 |
|
|
$ |
(485 |
) |
|
$ |
2,460 |
|
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
26 |
|
|
2,114 |
|
|
5 |
|
|
2,145 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
390 |
|
|
35 |
|
|
425 |
|
Amortization of debt discount and debt issuance costs |
|
251 |
|
|
— |
|
|
— |
|
|
251 |
|
Stock-based compensation |
|
1,416 |
|
|
— |
|
|
— |
|
|
1,416 |
|
Stock-based compensation for services rendered |
|
365 |
|
|
— |
|
|
— |
|
|
365 |
|
Change in fair value of convertible note embedded derivative liability |
|
(1,096 |
) |
|
— |
|
|
— |
|
|
(1,096 |
) |
Change in fair value of warrant liability |
|
(845 |
) |
|
— |
|
|
— |
|
|
(845 |
) |
Loss on extinguishment of debt |
|
25 |
|
|
— |
|
|
— |
|
|
25 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(8,184 |
) |
|
558 |
|
|
(7,626 |
) |
Deposits |
|
— |
|
|
— |
|
|
(10 |
) |
|
(10 |
) |
Deferred tax assets |
|
157 |
|
|
— |
|
|
— |
|
|
157 |
|
Prepaid expenses and other current assets |
|
(27 |
) |
|
(396 |
) |
|
(128 |
) |
|
(551 |
) |
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(356 |
) |
|
3,258 |
|
|
(245 |
) |
|
2,657 |
|
Accrued license fees and revenue share |
|
— |
|
|
3,419 |
|
|
(161 |
) |
|
3,258 |
|
Accrued compensation |
|
(1,331 |
) |
|
(26 |
) |
|
12 |
|
|
(1,345 |
) |
Accrued interest |
|
107 |
|
|
— |
|
|
— |
|
|
107 |
|
Other current liabilities |
|
5,612 |
|
|
(5,399 |
) |
|
468 |
|
|
681 |
|
Other non-current liabilities |
|
116 |
|
|
(61 |
) |
|
— |
|
|
55 |
|
Cash provided by operating activities - continuing operations |
|
175 |
|
|
2,305 |
|
|
49 |
|
|
2,529 |
|
Cash used in operating activities - discontinued operations |
|
— |
|
|
(3,075 |
) |
|
(361 |
) |
|
(3,436 |
) |
Net cash provided by / (used in) operating activities |
|
175 |
|
|
(770 |
) |
|
(312 |
) |
|
(907 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(533 |
) |
|
(1,248 |
) |
|
— |
|
|
(1,781 |
) |
Net cash used in investing activities |
|
(533 |
) |
|
(1,248 |
) |
|
— |
|
|
(1,781 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Options exercised |
|
223 |
|
|
— |
|
|
— |
|
|
223 |
|
Repayment of debt obligations |
|
(50 |
) |
|
— |
|
|
— |
|
|
(50 |
) |
Net cash provided by financing activities |
|
173 |
|
|
— |
|
|
— |
|
|
173 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
— |
|
|
(5 |
) |
|
— |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(185 |
) |
|
(2,023 |
) |
|
(312 |
) |
|
(2,520 |
) |
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of period |
|
657 |
|
|
11,975 |
|
|
419 |
|
|
13,051 |
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of period |
|
$ |
472 |
|
|
$ |
9,952 |
|
|
$ |
107 |
|
|
$ |
10,531 |
|
Consolidated Statement of Cash Flows
for the nine months ended December 31, 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 |
|
$ |
(19,460 |
) |
|
$ |
4,036 |
|
|
$ |
(61 |
) |
|
$ |
(15,485 |
) |
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
— |
|
|
1,344 |
|
|
614 |
|
|
1,958 |
|
Amortization of debt discount and debt issuance costs |
|
875 |
|
|
— |
|
|
— |
|
|
875 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
246 |
|
|
(15 |
) |
|
231 |
|
Stock-based compensation |
|
2,136 |
|
|
— |
|
|
— |
|
|
2,136 |
|
Stock-based compensation for services rendered |
|
223 |
|
|
— |
|
|
— |
|
|
223 |
|
Change in fair value of convertible note embedded derivative liability |
|
6,310 |
|
|
— |
|
|
— |
|
|
6,310 |
|
Change in fair value of warrant liability |
|
2,526 |
|
|
— |
|
|
— |
|
|
2,526 |
|
Loss on extinguishment of debt |
|
1,167 |
|
|
— |
|
|
— |
|
|
1,167 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(12,951 |
) |
|
244 |
|
|
(12,707 |
) |
Deposits |
|
(34 |
) |
|
4 |
|
|
(4 |
) |
|
(34 |
) |
Deferred tax assets |
|
(241 |
) |
|
(3 |
) |
|
— |
|
|
(244 |
) |
Prepaid expenses and other current assets |
|
(50 |
) |
|
8 |
|
|
(11 |
) |
|
(53 |
) |
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(232 |
) |
|
7,284 |
|
|
(19 |
) |
|
7,033 |
|
Accrued license fees and revenue share |
|
— |
|
|
3,525 |
|
|
149 |
|
|
3,674 |
|
Accrued compensation |
|
2,026 |
|
|
325 |
|
|
4 |
|
|
2,355 |
|
Accrued interest |
|
165 |
|
|
— |
|
|
— |
|
|
165 |
|
Other current liabilities |
|
3,630 |
|
|
(3,047 |
) |
|
(450 |
) |
|
133 |
|
Other non-current liabilities |
|
(674 |
) |
|
46 |
|
|
— |
|
|
(628 |
) |
Cash provided by / (used in) operating activities - continuing operations |
|
(1,633 |
) |
|
817 |
|
|
451 |
|
|
(365 |
) |
Cash provided by / (used in) operating activities - discontinued operations |
|
— |
|
|
1,243 |
|
|
(392 |
) |
|
851 |
|
Net cash provided by / (used in) operating activities |
|
(1,633 |
) |
|
2,060 |
|
|
59 |
|
|
486 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(13 |
) |
|
(1,202 |
) |
|
(5 |
) |
|
(1,220 |
) |
Cash used in investing activities - continuing operations |
|
(13 |
) |
|
(1,202 |
) |
|
(5 |
) |
|
(1,220 |
) |
Cash used in investing activities - discontinued operations |
|
— |
|
|
(92 |
) |
|
— |
|
|
(92 |
) |
Net cash used in investing activities |
|
(13 |
) |
|
(1,294 |
) |
|
(5 |
) |
|
(1,312 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
2,500 |
|
|
— |
|
|
— |
|
|
2,500 |
|
Payment of debt issuance costs |
|
(346 |
) |
|
— |
|
|
— |
|
|
(346 |
) |
Options exercised |
|
259 |
|
|
— |
|
|
— |
|
|
259 |
|
Repayment of debt obligations |
|
(848 |
) |
|
— |
|
|
— |
|
|
(848 |
) |
Net cash provided by financing activities |
|
1,565 |
|
|
— |
|
|
— |
|
|
1,565 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
(1 |
) |
|
(5 |
) |
|
1 |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(82 |
) |
|
761 |
|
|
55 |
|
|
734 |
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of period |
|
414 |
|
|
5,508 |
|
|
558 |
|
|
6,480 |
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of period |
|
$ |
332 |
|
|
$ |
6,269 |
|
|
$ |
613 |
|
|
$ |
7,214 |
|
|