Guarantor and Non-Guarantor Financial Statements (Tables)
|
9 Months Ended |
Dec. 31, 2017 |
|---|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Condensed Balance Sheet |
Consolidated Balance Sheet
as of December 31, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
176 |
|
|
$ |
6,094 |
|
|
$ |
613 |
|
|
$ |
6,883 |
|
Restricted cash |
|
156 |
|
|
175 |
|
|
— |
|
|
331 |
|
Accounts receivable, net of allowance of $841 |
|
— |
|
|
31,857 |
|
|
637 |
|
|
32,494 |
|
Deposits |
|
34 |
|
|
117 |
|
|
4 |
|
|
155 |
|
Prepaid expenses and other current assets |
|
299 |
|
|
239 |
|
|
13 |
|
|
551 |
|
Total current assets |
|
665 |
|
|
38,482 |
|
|
1,267 |
|
|
40,414 |
|
Property and equipment, net |
|
64 |
|
|
2,614 |
|
|
15 |
|
|
2,693 |
|
Deferred tax assets |
|
593 |
|
|
|
|
|
|
|
|
593 |
|
Intangible assets, net |
|
1 |
|
|
1,565 |
|
|
1,278 |
|
|
2,844 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
76,621 |
|
TOTAL ASSETS |
|
$ |
1,323 |
|
|
$ |
113,038 |
|
|
$ |
8,804 |
|
|
$ |
123,165 |
|
INTERCOMPANY |
|
|
|
|
|
|
|
|
Intercompany payable/receivable, net |
|
120,223 |
|
|
(104,874 |
) |
|
(15,349 |
) |
|
— |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
791 |
|
|
$ |
27,307 |
|
|
$ |
306 |
|
|
$ |
28,404 |
|
Accrued license fees and revenue share |
|
— |
|
|
12,369 |
|
|
488 |
|
|
12,857 |
|
Accrued compensation |
|
2,057 |
|
|
1,393 |
|
|
6 |
|
|
3,456 |
|
Short-term debt, net of debt issuance costs and discounts of $247 |
|
1,653 |
|
|
— |
|
|
— |
|
|
1,653 |
|
Other current liabilities |
|
1,002 |
|
|
(516 |
) |
|
1,358 |
|
|
1,844 |
|
Total current liabilities |
|
5,503 |
|
|
40,553 |
|
|
2,158 |
|
|
48,214 |
|
Convertible notes, net of debt issuance costs and discounts of $3,491 |
|
5,751 |
|
|
— |
|
|
— |
|
|
5,751 |
|
Convertible note embedded derivative liability |
|
5,896 |
|
|
— |
|
|
— |
|
|
5,896 |
|
Warrant liability |
|
3,602 |
|
|
— |
|
|
— |
|
|
3,602 |
|
Other non-current liabilities |
|
— |
|
|
51 |
|
|
— |
|
|
51 |
|
Total liabilities |
|
20,752 |
|
|
40,604 |
|
|
2,158 |
|
|
63,514 |
|
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; 74,079,153 issued and 73,344,697 outstanding at December 31, 2017. |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Additional paid-in capital |
|
311,621 |
|
|
— |
|
|
— |
|
|
311,621 |
|
Treasury stock (754,599 shares at December 31, 2017) |
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
(18 |
) |
|
(1,443 |
) |
|
1,135 |
|
|
(326 |
) |
Accumulated deficit |
|
(210,848 |
) |
|
(30,997 |
) |
|
(9,838 |
) |
|
(251,683 |
) |
Total stockholders' equity |
|
100,794 |
|
|
(32,440 |
) |
|
(8,703 |
) |
|
59,651 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
121,546 |
|
|
$ |
8,164 |
|
|
$ |
(6,545 |
) |
|
$ |
123,165 |
|
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 December 31, 2017 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
56,730 |
|
|
$ |
470 |
|
|
$ |
(19,169 |
) |
|
$ |
38,031 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
46,598 |
|
|
290 |
|
|
(19,169 |
) |
|
27,719 |
|
Other direct cost of revenues |
|
— |
|
|
437 |
|
|
214 |
|
|
— |
|
|
651 |
|
Total cost of revenues |
|
— |
|
|
47,035 |
|
|
504 |
|
|
(19,169 |
) |
|
28,370 |
|
Gross profit |
|
— |
|
|
9,695 |
|
|
(34 |
) |
|
— |
|
|
9,661 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
2 |
|
|
3,560 |
|
|
61 |
|
|
— |
|
|
3,623 |
|
Sales and marketing |
|
75 |
|
|
1,860 |
|
|
107 |
|
|
— |
|
|
2,042 |
|
General and administrative |
|
3,769 |
|
|
700 |
|
|
123 |
|
|
— |
|
|
4,592 |
|
Total operating expenses |
|
3,846 |
|
|
6,120 |
|
|
291 |
|
|
— |
|
|
10,257 |
|
Income / (loss) from operations |
|
(3,846 |
) |
|
3,575 |
|
|
(325 |
) |
|
— |
|
|
(596 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(446 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(446 |
) |
Foreign exchange transaction gain / (loss) |
|
— |
|
|
34 |
|
|
1 |
|
|
— |
|
|
35 |
|
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 |
|
(284 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(284 |
) |
Other income / (expense) |
|
27 |
|
|
(63 |
) |
|
|
|
|
— |
|
|
(36 |
) |
Total interest and other expense, net |
|
(3,259 |
) |
|
(29 |
) |
|
1 |
|
|
— |
|
|
(3,287 |
) |
Income / (loss) from operations before income taxes |
|
(7,105 |
) |
|
3,546 |
|
|
(324 |
) |
|
— |
|
|
(3,883 |
) |
Income tax benefit |
|
(88 |
) |
|
6 |
|
|
(2 |
) |
|
— |
|
|
(84 |
) |
Net income / (loss) |
|
$ |
(7,017 |
) |
|
$ |
3,540 |
|
|
$ |
(322 |
) |
|
$ |
— |
|
|
$ |
(3,799 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
135,442 |
|
|
$ |
1,321 |
|
|
$ |
(44,721 |
) |
|
$ |
92,042 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
110,458 |
|
|
748 |
|
|
(44,721 |
) |
|
66,485 |
|
Other direct cost of revenues |
|
— |
|
|
1,276 |
|
|
641 |
|
|
— |
|
|
1,917 |
|
Total cost of revenues |
|
— |
|
|
111,734 |
|
|
1,389 |
|
|
(44,721 |
) |
|
68,402 |
|
Gross profit |
|
— |
|
|
23,708 |
|
|
(68 |
) |
|
— |
|
|
23,640 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
14 |
|
|
9,113 |
|
|
91 |
|
|
— |
|
|
9,218 |
|
Sales and marketing |
|
249 |
|
|
4,810 |
|
|
229 |
|
|
— |
|
|
5,288 |
|
General and administrative |
|
8,487 |
|
|
3,700 |
|
|
317 |
|
|
— |
|
|
12,504 |
|
Total operating expenses |
|
8,750 |
|
|
17,623 |
|
|
637 |
|
|
— |
|
|
27,010 |
|
Income / (loss) from operations |
|
(8,750 |
) |
|
6,085 |
|
|
(705 |
) |
|
— |
|
|
(3,370 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1,815 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,815 |
) |
Foreign exchange transaction gain / (loss) |
|
— |
|
|
(183 |
) |
|
1 |
|
|
— |
|
|
(182 |
) |
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 |
|
(1,166 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,166 |
) |
Other income / (expense) |
|
6 |
|
|
(6 |
) |
|
— |
|
|
— |
|
|
— |
|
Total interest and other expense, net |
|
(11,811 |
) |
|
(189 |
) |
|
1 |
|
|
— |
|
|
(11,999 |
) |
Income / (loss) from operations before income taxes |
|
(20,561 |
) |
|
5,896 |
|
|
(704 |
) |
|
— |
|
|
(15,369 |
) |
Income tax benefit |
|
(941 |
) |
|
6 |
|
|
(2 |
) |
|
— |
|
|
(937 |
) |
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 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2016 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
$ |
— |
|
|
$ |
30,897 |
|
|
$ |
751 |
|
|
$ |
(9,363 |
) |
|
$ |
22,285 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
26,176 |
|
|
226 |
|
|
(9,363 |
) |
|
17,039 |
|
Other direct cost of revenues |
|
— |
|
|
1,589 |
|
|
289 |
|
|
— |
|
|
1,878 |
|
Total cost of revenues |
|
— |
|
|
27,765 |
|
|
515 |
|
|
(9,363 |
) |
|
18,917 |
|
Gross profit |
|
— |
|
|
3,132 |
|
|
236 |
|
|
— |
|
|
3,368 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
15 |
|
|
3,082 |
|
|
16 |
|
|
— |
|
|
3,113 |
|
Sales and marketing |
|
77 |
|
|
1,558 |
|
|
48 |
|
|
— |
|
|
1,683 |
|
General and administrative |
|
2,468 |
|
|
1,444 |
|
|
70 |
|
|
— |
|
|
3,982 |
|
Total operating expenses |
|
2,560 |
|
|
6,084 |
|
|
134 |
|
|
— |
|
|
8,778 |
|
Loss from operations |
|
(2,560 |
) |
|
(2,952 |
) |
|
102 |
|
|
— |
|
|
(5,410 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(674 |
) |
|
(51 |
) |
|
— |
|
|
— |
|
|
(725 |
) |
Foreign exchange transaction gain / (loss) |
|
— |
|
|
(9 |
) |
|
— |
|
|
— |
|
|
(9 |
) |
Change in fair value of convertible note embedded derivative liability |
|
2,853 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,853 |
|
Change in fair value of warrant liability |
|
937 |
|
|
— |
|
|
— |
|
|
— |
|
|
937 |
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other income / (expense) |
|
22 |
|
|
46 |
|
|
— |
|
|
— |
|
|
68 |
|
Total interest and other expense, net |
|
3,138 |
|
|
(14 |
) |
|
— |
|
|
— |
|
|
3,124 |
|
Loss from operations before income taxes |
|
578 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,286 |
) |
Income tax provision / (benefit) |
|
300 |
|
|
— |
|
|
— |
|
|
— |
|
|
300 |
|
Net loss |
|
$ |
278 |
|
|
$ |
(2,966 |
) |
|
$ |
102 |
|
|
$ |
— |
|
|
$ |
(2,586 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
Comprehensive loss |
|
$ |
283 |
|
|
$ |
(2,966 |
) |
|
$ |
102 |
|
|
$ |
— |
|
|
$ |
(2,581 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2016 (Unaudited)
(in thousands, except par value and share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Elimination |
|
Consolidated Total |
Net revenues |
|
— |
|
|
90,839 |
|
|
1,331 |
|
|
(23,014 |
) |
|
69,156 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
76,600 |
|
|
474 |
|
|
(23,014 |
) |
|
54,060 |
|
Other direct cost of revenues |
|
— |
|
|
4,774 |
|
|
866 |
|
|
|
|
5,640 |
|
Total cost of revenues |
|
— |
|
|
81,374 |
|
|
1,340 |
|
|
(23,014 |
) |
|
59,700 |
|
Gross profit |
|
— |
|
|
9,465 |
|
|
(9 |
) |
|
— |
|
|
9,456 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
24 |
|
|
8,967 |
|
|
74 |
|
|
— |
|
|
9,065 |
|
Sales and marketing |
|
159 |
|
|
4,468 |
|
|
28 |
|
|
— |
|
|
4,655 |
|
General and administrative |
|
9,562 |
|
|
4,516 |
|
|
(176 |
) |
|
— |
|
|
13,902 |
|
Total operating expenses |
|
9,745 |
|
|
17,951 |
|
|
(74 |
) |
|
— |
|
|
27,622 |
|
Loss from operations |
|
(9,745 |
) |
|
(8,486 |
) |
|
65 |
|
|
— |
|
|
(18,166 |
) |
Interest and other expense, net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(680 |
) |
|
(1,349 |
) |
|
— |
|
|
— |
|
|
(2,029 |
) |
Foreign exchange transaction gain / (loss) |
|
— |
|
|
(9 |
) |
|
(4 |
) |
|
— |
|
|
(13 |
) |
Change in fair value of convertible note embedded derivative liability |
|
2,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,423 |
|
Change in fair value of warrant liability |
|
797 |
|
|
— |
|
|
— |
|
|
— |
|
|
797 |
|
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Other income / (expense) |
|
52 |
|
|
49 |
|
|
— |
|
|
— |
|
|
101 |
|
Total interest and other expense, net |
|
2,299 |
|
|
(1,309 |
) |
|
(4 |
) |
|
— |
|
|
986 |
|
Loss from operations before income taxes |
|
(7,446 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,180 |
) |
Income tax provision / (benefit) |
|
159 |
|
|
— |
|
|
— |
|
|
— |
|
|
159 |
|
Net loss |
|
(7,605 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,339 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(48 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(48 |
) |
Comprehensive loss |
|
(7,653 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,387 |
) |
|
| Condensed Cash Flow Statement |
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 loss |
|
$ |
(19,620 |
) |
|
$ |
5,890 |
|
|
$ |
(702 |
) |
|
$ |
(14,432 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
— |
|
|
2,093 |
|
|
614 |
|
|
2,707 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
252 |
|
|
(8 |
) |
|
244 |
|
Amortization of debt discount and debt issuance costs |
|
875 |
|
|
— |
|
|
— |
|
|
875 |
|
Accrued interest |
|
165 |
|
|
— |
|
|
— |
|
|
165 |
|
Stock-based compensation |
|
2,296 |
|
|
— |
|
|
— |
|
|
2,296 |
|
Stock-based compensation for services rendered
|
|
224 |
|
|
— |
|
|
— |
|
|
224 |
|
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 |
|
1,166 |
|
|
— |
|
|
— |
|
|
1,166 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
— |
|
|
(16,370 |
) |
|
186 |
|
|
(16,184 |
) |
Deposits |
|
(34 |
) |
|
4 |
|
|
(4 |
) |
|
(34 |
) |
Deferred tax assets |
|
(241 |
) |
|
— |
|
|
— |
|
|
(241 |
) |
Prepaid expenses and other current assets |
|
(54 |
) |
|
24 |
|
|
(11 |
) |
|
(41 |
) |
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
(232 |
) |
|
8,611 |
|
|
157 |
|
|
8,536 |
|
Accrued license fees and revenue share |
|
— |
|
|
4,055 |
|
|
273 |
|
|
4,328 |
|
Accrued compensation |
|
2,024 |
|
|
353 |
|
|
6 |
|
|
2,383 |
|
Other current liabilities |
|
3,666 |
|
|
(2,831 |
) |
|
(450 |
) |
|
385 |
|
Other non-current liabilities |
|
(692 |
) |
|
(39 |
) |
|
— |
|
|
(731 |
) |
Intercompany movement of cash |
|
(16 |
) |
|
18 |
|
|
(2 |
) |
|
— |
|
Net cash provided by (used in) operating activities |
|
(1,637 |
) |
|
2,060 |
|
|
59 |
|
|
482 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(13 |
) |
|
(1,294 |
) |
|
(5 |
) |
|
(1,312 |
) |
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 |
|
261 |
|
|
— |
|
|
— |
|
|
261 |
|
Stock issued for cash in stock offering, net |
|
(847 |
) |
|
— |
|
|
— |
|
|
(847 |
) |
Net cash provided by financing activities |
|
1,568 |
|
|
— |
|
|
— |
|
|
1,568 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
— |
|
|
(5 |
) |
|
1 |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(82 |
) |
|
761 |
|
|
55 |
|
|
734 |
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
258 |
|
|
5,333 |
|
|
558 |
|
|
6,149 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
176 |
|
|
$ |
6,094 |
|
|
$ |
613 |
|
|
$ |
6,883 |
|
Consolidated Statement of Cash Flows
for the nine months ended December 31, 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 |
|
$ |
(7,605 |
) |
|
$ |
(9,795 |
) |
|
$ |
61 |
|
|
$ |
(17,339 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
9 |
|
|
5,518 |
|
|
798 |
|
|
6,325 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
130 |
|
|
— |
|
|
130 |
|
Amortization of debt discount and debt issuance costs |
|
287 |
|
|
682 |
|
|
— |
|
|
969 |
|
Accrued interest |
|
388 |
|
|
(91 |
) |
|
— |
|
|
297 |
|
Stock-based compensation |
|
3,335 |
|
|
— |
|
|
— |
|
|
3,335 |
|
Stock-based compensation for services rendered
|
|
276 |
|
|
— |
|
|
— |
|
|
276 |
|
Change in fair value of convertible note embedded derivative liability |
|
(2,423 |
) |
|
— |
|
|
— |
|
|
(2,423 |
) |
Change in fair value of warrant liability |
|
(797 |
) |
|
— |
|
|
— |
|
|
(797 |
) |
Loss on extinguishment of debt |
|
293 |
|
|
— |
|
|
— |
|
|
293 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
Restricted cash transferred from operating cash |
|
— |
|
|
(323 |
) |
|
— |
|
|
(323 |
) |
Accounts receivable |
|
19 |
|
|
(976 |
) |
|
(920 |
) |
|
(1,877 |
) |
Deposits |
|
— |
|
|
(34 |
) |
|
117 |
|
|
83 |
|
Deferred tax assets |
|
212 |
|
|
— |
|
|
— |
|
|
212 |
|
Prepaid expenses and other current assets |
|
(86 |
) |
|
104 |
|
|
12 |
|
|
30 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
340 |
|
|
4,003 |
|
|
166 |
|
|
4,509 |
|
Accrued license fees and revenue share |
|
— |
|
|
(830 |
) |
|
118 |
|
|
(712 |
) |
Accrued compensation |
|
576 |
|
|
(720 |
) |
|
(97 |
) |
|
(241 |
) |
Other current liabilities |
|
(34 |
) |
|
(862 |
) |
|
78 |
|
|
(818 |
) |
Other non-current liabilities |
|
1,927 |
|
|
(1,370 |
) |
|
(274 |
) |
|
283 |
|
Net cash provided by (used in) operating activities |
|
(3,283 |
) |
|
(4,564 |
) |
|
59 |
|
|
(7,788 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3 |
) |
|
(1,358 |
) |
|
(20 |
) |
|
(1,381 |
) |
Net cash proceeds from cost method investment in Sift |
|
— |
|
|
999 |
|
|
— |
|
|
999 |
|
Net cash used in investing activities |
|
(3 |
) |
|
(359 |
) |
|
(20 |
) |
|
(382 |
) |
|
|
|
|
|
|
|
|
|
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 |
|
(1,912 |
) |
|
(407 |
) |
|
— |
|
|
(2,319 |
) |
Options exercised |
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
Net cash provided by financing activities |
|
(1,901 |
) |
|
4,593 |
|
|
— |
|
|
2,692 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
(48 |
) |
|
— |
|
|
— |
|
|
(48 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
(5,235 |
) |
|
(330 |
) |
|
39 |
|
|
(5,526 |
) |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
11,231 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
1,477 |
|
|
$ |
4,136 |
|
|
$ |
92 |
|
|
$ |
5,705 |
|
|