Annual report pursuant to Section 13 and 15(d)

Acquisitions and Disposals

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Acquisitions and Disposals
12 Months Ended
Mar. 31, 2014
Acquisitions and Disposals
3. Acquisitions and Disposals

DT APAC

On April 12, 2013, Mandalay Digital, through its indirect wholly owned subsidiary DT APAC, acquired all of the issued and outstanding stock of Mirror Image International Holdings Pty Ltd (“MIAH”). MIAH owns direct or indirect subsidiaries Mirror Image Access (Australia) Pty Ltd (MIA), MIA Technology Australia Pty Ltd (MIATA) and MIA Technology IP Pty Ltd (together “MIA”).

The purpose of the DT APAC acquisition was an effort to not only build on the Company’s current distribution network, but to enhance its mobile content infrastructure with the IP acquired in the purchase.

The acquisition of DT APAC was capitalized through a combination of intercompany debt and the issuance of equity.

The purchase consideration for the transaction was comprised of cash, a note, and common stock of the Company, as follows:

 

  (1) At closing AUD 1,220 in cash, translated to $1,287 for US GAAP reporting purposes;

 

  (2) Convertible Note payable of AUD 2,280, translated to $2,404;

 

  (3) Shares of common stock of the Company (the “Closing Shares”) equivalent to AUD 3,500, translated to $3,691 and under the agreement, converted to shares at $3.65 per share, or 1,011,164 shares of the common stock of the Company. The closing price of the stock on that day was $4.40 per share, for a total value of $4,449.

The Closing Shares are subject to a Registration Rights Agreement that provides for piggy back rights for 3 years and inclusion on the Company’s Form S-3 filed August 30, 2013, and subsequently made effective on October 31, 2013.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition.

 

     Unaudited  

Cash

   $ 513   

Accounts receivable

     2,809   

Prepaid expenses and other assets

     896   

Property, plant and equipment

     300   

Customer relationships

     652   

Developed technology

     5,820   

Library

     300   

Trade names / trademarks

     54   

Goodwill

     1,389   

Accounts payable

     (1,151 )

Accrued liabilities

     (2,890 )

Accrued compensation

     (345 )
  

 

 

 

Purchase price

   $ 8,347   
  

 

 

 

In addition to the value assigned to the acquired workforce, the Company recorded the excess of the purchase price over the estimated fair value of the assets acquired as an increase in goodwill. This goodwill arises because the purchase price reflects the strategic fit and resulting synergies that the acquired business brings to the Company’s existing operations. The initial allocation of excess purchase price is the result of a preliminary analysis performed, and is subject to revision upon finalization.

Goodwill has been recorded in DT APAC. The Company is in the process of evaluating goodwill that is deductible for tax purposes.

The initial accounting of the MIA acquisition is incomplete and subject to changes, which may result in significant changes to provisional amounts. The Company has recorded provisional amounts based upon management’s best estimate of the value as a result of preliminary analysis. Therefore, actual amounts recorded upon the finalization of the valuation of certain intangible assets may differ materially from the information presented in this Annual report on Form 10-K.

 

The amortization period for the intangible assets acquired in the MIA transaction is as follows:

 

     Remaining
Useful Life
 

Customer relationships

     14 years   

Developed technology

     5 years   

Trade names / Trademarks

     5 years   

Library

     5 years   

Goodwill

     Indefinite   

The operating results of DT APAC are included in the accompanying consolidated statements of operations from the acquisition date. The Targets’ combined operating results from the acquisition date to March 31, 2014 are as follows:

 

     Unaudited  

Revenue

   $ 19,973   

Cost of goods sold

     15,493   
  

 

 

 

Gross profit

     4,480   

Operating expenses

     5,292   
  

 

 

 

Loss from operations

     (812

Non-operating (income) / expense, net

     1,560   

Provision for income tax (income) / expense, net

     (1,597
  

 

 

 

Net loss

   $ (775
  

 

 

 

The pro forma financial information of the Company’s consolidated operations if the acquisition of DT APAC had occurred as of April 1, 2012 is presented below.

 

     Unaudited
Twelve Months Ended
March 31,
 
     2014     2013  

Revenues

   $ 24,887      $ 17,659   

Cost of goods sold

     16,879        10,375   
  

 

 

   

 

 

 

Gross profit

     8,008        7,284   

Operating expenses

     23,546        19,077   
  

 

 

   

 

 

 

Income/(loss) from operations

     (15,538     (11,793

Non-operating (income) / expense, net

     3,446        3,065   
  

 

 

   

 

 

 

Income/(loss) before provision for income taxes

     (18,984     (14,858

Provision for income tax (income) / expense, net

     (325     (77
  

 

 

   

 

 

 

Net income/(loss)

   $ (18,659   $ (14,781
  

 

 

   

 

 

 

Basic and diluted earnings per share

   $ (0.68   $ (0.84 )

TWISTBOX

On February 13, 2014, the Company sold its wholly owned subsidiary, Twistbox and its subsidiaries.

The Company sold Twistbox for $1 dollar at closing plus potential future payments from the buyer (Seller earn-out) related to contracts assumed by the buyer and contracts sourced by the Company post-closing. Under the stock purchase agreement, the buyers assumed net liabilities of $2.3 million dollars, while the Company left $100 in the Twistbox bank account, and took financial responsibility of the France and German employees, and the facility lease in Germany. The Company indemnified the buyer for any losses that may result from select liabilities assumed by the buyer up to $336 for a period of eighteen months following the closing. This amount, along with other liabilities related to accrued compensation total $440.

 

In accordance with FASB ASC 205-20, Discontinued Operations the operating results and net assets and liabilities related to Twistbox were reclassified as of February 13, 2014 and reported as discontinued operations in the accompanying consolidated financial statements.

The Company recorded a loss on the sale of $1.5 million.

The following is a summary of the assets and liabilities of the discontinued operations as of February 13, 2014:

 

     Unaudited  

Working Capital, net of cash

   $ 2,833   

Accounts receivable

     436   

Prepaid expenses

     49   

Deposits

     16   

Property, Plant and Equipment

     32   

Intangible Assets

     228   

Goodwill

     142   

Accounts payable

     (1,394 )

Accrued liabilities

     (840 )
  

 

 

 

Loss on sale, net of taxes

   $ 1,502