Guarantor and Non-Guarantor Financial Statements (Tables)
|
6 Months Ended |
Sep. 30, 2017 |
|---|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Condensed Balance Sheet |
Condensed Consolidated Balance Sheet
as of September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
533 |
|
|
$ |
4,878 |
|
|
$ |
456 |
|
|
$ |
5,867 |
|
Restricted cash |
|
156 |
|
|
175 |
|
|
— |
|
|
331 |
|
Accounts receivable, net of allowance of $832 |
|
— |
|
|
23,110 |
|
|
677 |
|
|
23,787 |
|
Deposits |
|
— |
|
|
117 |
|
|
— |
|
|
117 |
|
Prepaid expenses and other current assets |
|
217 |
|
|
213 |
|
|
14 |
|
|
444 |
|
Total current assets |
|
906 |
|
|
28,493 |
|
|
1,147 |
|
|
30,546 |
|
Property and equipment, net |
|
55 |
|
|
2,493 |
|
|
17 |
|
|
2,565 |
|
Deferred tax assets |
|
688 |
|
|
|
|
|
|
|
|
688 |
|
Intangible assets, net |
|
1 |
|
|
1,900 |
|
|
1,492 |
|
|
3,393 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
76,621 |
|
TOTAL ASSETS |
|
$ |
1,650 |
|
|
$ |
103,263 |
|
|
$ |
8,900 |
|
|
$ |
113,813 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable/receivable, net |
|
121,681 |
|
|
(106,267 |
) |
|
(15,414 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
751 |
|
|
$ |
22,326 |
|
|
$ |
200 |
|
|
$ |
23,277 |
|
Accrued license fees and revenue share |
|
— |
|
|
10,051 |
|
|
391 |
|
|
10,442 |
|
Accrued compensation |
|
534 |
|
|
1,342 |
|
|
— |
|
|
1,876 |
|
Short-term debt, net of debt issuance costs and discounts of $290 |
|
2,210 |
|
|
— |
|
|
— |
|
|
2,210 |
|
Other current liabilities |
|
714 |
|
|
544 |
|
|
(64 |
) |
|
1,194 |
|
Total current liabilities |
|
4,209 |
|
|
34,263 |
|
|
527 |
|
|
38,999 |
|
Convertible notes, net of debt issuance costs and discounts of $3,491 |
|
6,509 |
|
|
— |
|
|
— |
|
|
6,509 |
|
Convertible note embedded derivative liability |
|
5,116 |
|
|
— |
|
|
— |
|
|
5,116 |
|
Warrant liability |
|
2,704 |
|
|
— |
|
|
— |
|
|
2,704 |
|
Other non-current liabilities |
|
168 |
|
|
73 |
|
|
— |
|
|
241 |
|
Total liabilities |
|
18,706 |
|
|
34,336 |
|
|
527 |
|
|
53,569 |
|
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; 72,396,491 issued and 71,662,035 outstanding at September 30, 2017. |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Additional paid-in capital |
|
308,415 |
|
|
— |
|
|
— |
|
|
308,415 |
|
Treasury stock (754,599 shares at September 30, 2017) |
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
(18 |
) |
|
(1,443 |
) |
|
1,135 |
|
|
(326 |
) |
Accumulated deficit |
|
(203,811 |
) |
|
(35,897 |
) |
|
(8,176 |
) |
|
(247,884 |
) |
Total stockholders' equity |
|
104,625 |
|
|
(37,340 |
) |
|
(7,041 |
) |
|
60,244 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
123,331 |
|
|
$ |
(3,004 |
) |
|
$ |
(6,514 |
) |
|
$ |
113,813 |
|
Condensed Consolidated Balance Sheet
as of March 31, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
258 |
|
|
$ |
5,333 |
|
|
$ |
558 |
|
|
$ |
6,149 |
|
Restricted cash |
|
156 |
|
|
175 |
|
|
— |
|
|
331 |
|
Accounts receivable, net of allowance of $597 |
|
— |
|
|
15,740 |
|
|
814 |
|
|
16,554 |
|
Deposits |
|
— |
|
|
121 |
|
|
— |
|
|
121 |
|
Prepaid expenses and other current assets |
|
282 |
|
|
226 |
|
|
2 |
|
|
510 |
|
Total current assets |
|
696 |
|
|
21,595 |
|
|
1,374 |
|
|
23,665 |
|
Property and equipment, net |
|
64 |
|
|
2,296 |
|
|
17 |
|
|
2,377 |
|
Deferred tax assets |
|
352 |
|
|
— |
|
|
— |
|
|
352 |
|
Intangible assets, net |
|
— |
|
|
2,647 |
|
|
1,918 |
|
|
4,565 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
76,621 |
|
TOTAL ASSETS |
|
$ |
1,112 |
|
|
$ |
96,915 |
|
|
$ |
9,553 |
|
|
$ |
107,580 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable/receivable, net |
|
123,800 |
|
|
(107,348 |
) |
|
(16,452 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,023 |
|
|
$ |
18,697 |
|
|
$ |
148 |
|
|
$ |
19,868 |
|
Accrued license fees and revenue share |
|
— |
|
|
8,312 |
|
|
217 |
|
|
8,529 |
|
Accrued compensation |
|
32 |
|
|
1,041 |
|
|
— |
|
|
1,073 |
|
Other current liabilities |
|
794 |
|
|
510 |
|
|
— |
|
|
1,304 |
|
Total current liabilities |
|
1,849 |
|
|
28,560 |
|
|
365 |
|
|
30,774 |
|
Convertible notes, net of debt issuance costs and discounts of $6,315 |
|
9,685 |
|
|
— |
|
|
— |
|
|
9,685 |
|
Convertible note embedded derivative liability |
|
3,218 |
|
|
— |
|
|
— |
|
|
3,218 |
|
Warrant liability |
|
1,076 |
|
|
— |
|
|
— |
|
|
1,076 |
|
Other non-current liabilities |
|
695 |
|
|
87 |
|
|
— |
|
|
782 |
|
Total liabilities |
|
16,523 |
|
|
28,647 |
|
|
365 |
|
|
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 |
|
— |
|
|
(1,704 |
) |
|
1,383 |
|
|
(321 |
) |
Accumulated deficit |
|
(191,228 |
) |
|
(37,376 |
) |
|
(8,647 |
) |
|
(237,251 |
) |
Total stockholders' equity |
|
108,389 |
|
|
(39,080 |
) |
|
(7,264 |
) |
|
62,045 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
124,912 |
|
|
$ |
(10,433 |
) |
|
$ |
(6,899 |
) |
|
$ |
107,580 |
|
|
| Condensed Income Statement |
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 |
|
$ |
— |
|
|
$ |
40,775 |
|
|
$ |
504 |
|
|
$ |
(13,388 |
) |
|
$ |
27,891 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
32,991 |
|
|
282 |
|
|
(13,388 |
) |
|
19,885 |
|
Other direct cost of revenues |
|
— |
|
|
430 |
|
|
213 |
|
|
— |
|
|
643 |
|
Total cost of revenues |
|
— |
|
|
33,421 |
|
|
495 |
|
|
(13,388 |
) |
|
20,528 |
|
Gross profit |
|
— |
|
|
7,354 |
|
|
9 |
|
|
— |
|
|
7,363 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
7 |
|
|
2,812 |
|
|
18 |
|
|
— |
|
|
2,837 |
|
Sales and marketing |
|
72 |
|
|
1,547 |
|
|
69 |
|
|
— |
|
|
1,688 |
|
General and administrative |
|
2,393 |
|
|
1,575 |
|
|
120 |
|
|
— |
|
|
4,088 |
|
Total operating expenses |
|
2,472 |
|
|
5,934 |
|
|
207 |
|
|
— |
|
|
8,613 |
|
Income / (loss) from operations |
|
(2,472 |
) |
|
1,420 |
|
|
(198 |
) |
|
— |
|
|
(1,250 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(662 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(662 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(73 |
) |
|
— |
|
|
— |
|
|
(73 |
) |
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 |
|
28 |
|
|
4 |
|
|
1 |
|
|
— |
|
|
33 |
|
Total interest and other expense, net |
|
(6,024 |
) |
|
(69 |
) |
|
1 |
|
|
— |
|
|
(6,092 |
) |
Income / (loss) from operations before income taxes |
|
(8,496 |
) |
|
1,351 |
|
|
(197 |
) |
|
— |
|
|
(7,342 |
) |
Income tax benefit |
|
(884 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(884 |
) |
Net income / (loss) |
|
$ |
(7,612 |
) |
|
$ |
1,351 |
|
|
$ |
(197 |
) |
|
$ |
— |
|
|
$ |
(6,458 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
219 |
|
|
(216 |
) |
|
— |
|
|
3 |
|
Comprehensive income / (loss) |
|
$ |
(7,612 |
) |
|
$ |
1,570 |
|
|
$ |
(413 |
) |
|
$ |
— |
|
|
$ |
(6,455 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
78,712 |
|
|
$ |
851 |
|
|
$ |
(25,552 |
) |
|
$ |
54,011 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
63,860 |
|
|
458 |
|
|
(25,552 |
) |
|
38,766 |
|
Other direct cost of revenues |
|
— |
|
|
839 |
|
|
427 |
|
|
— |
|
|
1,266 |
|
Total cost of revenues |
|
— |
|
|
64,699 |
|
|
885 |
|
|
(25,552 |
) |
|
40,032 |
|
Gross profit |
|
— |
|
|
14,013 |
|
|
(34 |
) |
|
— |
|
|
13,979 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
12 |
|
|
5,553 |
|
|
30 |
|
|
— |
|
|
5,595 |
|
Sales and marketing |
|
174 |
|
|
2,950 |
|
|
122 |
|
|
— |
|
|
3,246 |
|
General and administrative |
|
4,718 |
|
|
3,000 |
|
|
194 |
|
|
— |
|
|
7,912 |
|
Total operating expenses |
|
4,904 |
|
|
11,503 |
|
|
346 |
|
|
— |
|
|
16,753 |
|
Income / (loss) from operations |
|
(4,904 |
) |
|
2,510 |
|
|
(380 |
) |
|
— |
|
|
(2,774 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1,369 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,369 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(217 |
) |
|
— |
|
|
— |
|
|
(217 |
) |
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 |
) |
|
57 |
|
|
— |
|
|
— |
|
|
36 |
|
Total interest and other expense, net |
|
(8,552 |
) |
|
(160 |
) |
|
— |
|
|
— |
|
|
(8,712 |
) |
Income / (loss) from operations before income taxes |
|
(13,456 |
) |
|
2,350 |
|
|
(380 |
) |
|
— |
|
|
(11,486 |
) |
Income tax benefit |
|
(853 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(853 |
) |
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 Operations and Comprehensive Loss
for the three months ended September 30, 2016 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
30,338 |
|
|
$ |
462 |
|
|
$ |
(7,968 |
) |
|
$ |
22,832 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
25,547 |
|
|
218 |
|
|
(7,968 |
) |
|
17,797 |
|
Other direct cost of revenues |
|
— |
|
|
1,594 |
|
|
288 |
|
|
— |
|
|
1,882 |
|
Total cost of revenues |
|
— |
|
|
27,141 |
|
|
506 |
|
|
(7,968 |
) |
|
19,679 |
|
Gross profit |
|
— |
|
|
3,197 |
|
|
(44 |
) |
|
— |
|
|
3,153 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
9 |
|
|
3,079 |
|
|
29 |
|
|
— |
|
|
3,117 |
|
Sales and marketing |
|
42 |
|
|
1,480 |
|
|
6 |
|
|
— |
|
|
1,528 |
|
General and administrative |
|
3,083 |
|
|
1,704 |
|
|
28 |
|
|
— |
|
|
4,815 |
|
Total operating expenses |
|
3,134 |
|
|
6,263 |
|
|
63 |
|
|
— |
|
|
9,460 |
|
Loss from operations |
|
(3,134 |
) |
|
(3,066 |
) |
|
(107 |
) |
|
— |
|
|
(6,307 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(6 |
) |
|
(616 |
) |
|
— |
|
|
— |
|
|
(622 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(1 |
) |
|
— |
|
|
— |
|
|
(1 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(430 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(430 |
) |
Change in fair value of warrant liability |
|
(140 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(140 |
) |
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Loss on settlement of debt |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Gain / (loss) on disposal of fixed assets |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Gain on change in valuation of long-term contingent liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other income |
|
14 |
|
|
1 |
|
|
— |
|
|
— |
|
|
15 |
|
Total interest and other expense, net |
|
(855 |
) |
|
(616 |
) |
|
— |
|
|
— |
|
|
(1,471 |
) |
Loss from operations before income taxes |
|
(3,989 |
) |
|
(3,682 |
) |
|
(107 |
) |
|
— |
|
|
(7,778 |
) |
Income tax benefit |
|
(437 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(437 |
) |
Net loss |
|
$ |
(3,552 |
) |
|
$ |
(3,682 |
) |
|
$ |
(107 |
) |
|
$ |
— |
|
|
$ |
(7,341 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(80 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(80 |
) |
Comprehensive loss |
|
$ |
(3,632 |
) |
|
$ |
(3,682 |
) |
|
$ |
(107 |
) |
|
$ |
— |
|
|
$ |
(7,421 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2016 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
59,942 |
|
|
$ |
580 |
|
|
$ |
(13,651 |
) |
|
$ |
46,871 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
50,424 |
|
|
248 |
|
|
(13,651 |
) |
|
37,021 |
|
Other direct cost of revenues |
|
— |
|
|
3,185 |
|
|
577 |
|
|
— |
|
|
3,762 |
|
Total cost of revenues |
|
— |
|
|
53,609 |
|
|
825 |
|
|
(13,651 |
) |
|
40,783 |
|
Gross profit |
|
— |
|
|
6,333 |
|
|
(245 |
) |
|
— |
|
|
6,088 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
9 |
|
|
5,885 |
|
|
163 |
|
|
— |
|
|
5,952 |
|
Sales and marketing |
|
82 |
|
|
2,910 |
|
|
(20 |
) |
|
— |
|
|
2,972 |
|
General and administrative |
|
7,094 |
|
|
3,072 |
|
|
(246 |
) |
|
— |
|
|
9,920 |
|
Total operating expenses |
|
7,185 |
|
|
11,867 |
|
|
(208 |
) |
|
— |
|
|
18,844 |
|
Loss from operations |
|
(7,185 |
) |
|
(5,534 |
) |
|
(37 |
) |
|
— |
|
|
(12,756 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(6 |
) |
|
(1,298 |
) |
|
— |
|
|
— |
|
|
(1,304 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(2 |
) |
|
(2 |
) |
|
— |
|
|
(4 |
) |
Change in fair value of convertible note embedded derivative liability |
|
(430 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(430 |
) |
Change in fair value of warrant liability |
|
(140 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(140 |
) |
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Other income |
|
31 |
|
|
2 |
|
|
— |
|
|
— |
|
|
33 |
|
Total interest and other income / (expense), net |
|
(838 |
) |
|
(1,298 |
) |
|
(2 |
) |
|
— |
|
|
(2,138 |
) |
Income / (loss) from operations before income taxes |
|
(8,023 |
) |
|
(6,832 |
) |
|
(39 |
) |
|
— |
|
|
(14,894 |
) |
Income tax benefit |
|
(141 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(141 |
) |
Net income / (loss) |
|
$ |
(7,882 |
) |
|
$ |
(6,832 |
) |
|
$ |
(39 |
) |
|
$ |
— |
|
|
$ |
(14,753 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(53 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(53 |
) |
Comprehensive income / (loss) |
|
$ |
(7,935 |
) |
|
$ |
(6,832 |
) |
|
$ |
(39 |
) |
|
$ |
— |
|
|
$ |
(14,806 |
) |
|
| Condensed Cash Flow Statement |
Condensed 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 loss |
|
$ |
(12,603 |
) |
|
$ |
2,350 |
|
|
$ |
(380 |
) |
|
$ |
(10,633 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
9 |
|
|
1,391 |
|
|
408 |
|
|
1,808 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
243 |
|
|
(8 |
) |
|
235 |
|
Amortization of debt discount and debt issuance costs |
|
680 |
|
|
— |
|
|
— |
|
|
680 |
|
Accrued interest |
|
(24 |
) |
|
— |
|
|
— |
|
|
(24 |
) |
Stock-based compensation |
|
1,479 |
|
|
— |
|
|
— |
|
|
1,479 |
|
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 |
|
— |
|
|
(7,614 |
) |
|
146 |
|
|
(7,468 |
) |
Deposits |
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
Deferred tax assets |
|
(336 |
) |
|
— |
|
|
— |
|
|
(336 |
) |
Prepaid expenses and other current assets |
|
33 |
|
|
45 |
|
|
(12 |
) |
|
66 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(272 |
) |
|
3,630 |
|
|
51 |
|
|
3,409 |
|
Accrued license fees and revenue share |
|
— |
|
|
1,736 |
|
|
176 |
|
|
1,912 |
|
Accrued compensation |
|
501 |
|
|
302 |
|
|
— |
|
|
803 |
|
Other current liabilities |
|
2,096 |
|
|
(1,679 |
) |
|
(503 |
) |
|
(86 |
) |
Other non-current liabilities |
|
(529 |
) |
|
(12 |
) |
|
— |
|
|
(541 |
) |
Intercompany movement of cash |
|
3 |
|
|
(28 |
) |
|
25 |
|
|
— |
|
Net cash used in operating activities |
|
(1,651 |
) |
|
368 |
|
|
(97 |
) |
|
(1,380 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(818 |
) |
|
(5 |
) |
|
(823 |
) |
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 |
|
Stock issued for cash in stock offering, net |
|
(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, beginning of period |
|
258 |
|
|
5,333 |
|
|
558 |
|
|
6,149 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
533 |
|
|
$ |
4,878 |
|
|
$ |
456 |
|
|
$ |
5,867 |
|
Condensed Consolidated Statement of Cash Flows
for the six months ended September 30, 2016 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(7,882 |
) |
|
$ |
(6,832 |
) |
|
$ |
(39 |
) |
|
$ |
(14,753 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
5 |
|
|
3,616 |
|
|
578 |
|
|
4,199 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
7 |
|
|
— |
|
|
7 |
|
Amortization of debt discount and debt issuance costs |
|
— |
|
|
681 |
|
|
— |
|
|
681 |
|
Accrued interest |
|
— |
|
|
(91 |
) |
|
— |
|
|
(91 |
) |
Stock-based compensation |
|
2,310 |
|
|
— |
|
|
— |
|
|
2,310 |
|
Stock based compensation for services rendered
|
|
166 |
|
|
— |
|
|
— |
|
|
166 |
|
Change in fair value of convertible note embedded derivative liability |
|
430 |
|
|
— |
|
|
— |
|
|
430 |
|
Change in fair value of warrant liability |
|
140 |
|
|
— |
|
|
— |
|
|
140 |
|
Loss on extinguishment of debt |
|
293 |
|
|
— |
|
|
— |
|
|
293 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Restricted cash transferred from operating cash |
|
— |
|
|
(321 |
) |
|
— |
|
|
(321 |
) |
Accounts receivable |
|
17 |
|
|
325 |
|
|
(307 |
) |
|
35 |
|
Deposits |
|
— |
|
|
17 |
|
|
44 |
|
|
61 |
|
Deferred tax assets |
|
99 |
|
|
— |
|
|
— |
|
|
99 |
|
Prepaid expenses and other current assets |
|
(49 |
) |
|
108 |
|
|
9 |
|
|
68 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
233 |
|
|
4,562 |
|
|
(24 |
) |
|
4,771 |
|
Accrued license fees and revenue share |
|
— |
|
|
(1,219 |
) |
|
210 |
|
|
(1,009 |
) |
Accrued compensation |
|
582 |
|
|
(765 |
) |
|
(97 |
) |
|
(280 |
) |
Other current liabilities |
|
1,539 |
|
|
61 |
|
|
(1,993 |
) |
|
(393 |
) |
Other non-current liabilities |
|
(1,004 |
) |
|
(617 |
) |
|
1,641 |
|
|
20 |
|
Net cash used in operating activities |
|
(3,121 |
) |
|
(468 |
) |
|
22 |
|
|
(3,567 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3 |
) |
|
(1,092 |
) |
|
(20 |
) |
|
(1,115 |
) |
Net cash used in investing activities |
|
(3 |
) |
|
(1,092 |
) |
|
(20 |
) |
|
(1,115 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Cash received from issuance of convertible notes |
|
— |
|
|
16,000 |
|
|
— |
|
|
16,000 |
|
Proceeds from short-term borrowings |
|
— |
|
|
(11,000 |
) |
|
— |
|
|
(11,000 |
) |
Payment of debt issuance costs |
|
— |
|
|
(2,091 |
) |
|
— |
|
|
(2,091 |
) |
Options exercised |
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
Net cash provided by financing activities |
|
11 |
|
|
2,909 |
|
|
— |
|
|
2,920 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
(53 |
) |
|
— |
|
|
— |
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(3,166 |
) |
|
1,349 |
|
|
2 |
|
|
(1,815 |
) |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
11,231 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
3,546 |
|
|
$ |
5,815 |
|
|
$ |
55 |
|
|
$ |
9,416 |
|
|