10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-37706

CCUR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-2735766
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4375 River Green Parkway, Suite 210, Duluth, GA 30096

(Address of principal executive offices) (Zip Code)

Telephone: (770) 305-6435

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ              No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ              No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if smaller reporting company)	Smaller reporting company  þ
Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨              No þ

Number of shares of the Registrant's Common Stock, par value $0.01 per share, outstanding as of May 3, 2018 was 9,250,677.

CCUR Holdings, Inc.

(formerly Concurrent Computer Corporation)

Form 10-Q

For the Period Ended March 31, 2018

Table of Contents

		Page
	Part I – Financial Information
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Operations (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
	Part II – Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	35
Item 6.	Exhibits	35

1

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

CCUR Holdings, Inc.

(formerly Concurrent Computer Corporation)

Condensed Consolidated Balance Sheets (Unaudited)

(Amounts in thousands, except share and per share data)

	March 31, 2018			June 30, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	44,881		$	35,474
Fixed maturity securities, available-for-sale, fair value		13,300			6,870
Equity securities, available-for-sale, fair value		2,943			-
Receivable from sale of Content Delivery business held in escrow		1,450			-
Receivable from sale of Real-Time business held in escrow		2,000			2,000
Prepaid expenses and other current assets		1,035			915
Current assets of discontinued operations		-			9,665
Total current assets		65,609			54,924
Property and equipment, net		1			2
Deferred income taxes, net		1,131			15
Other long-term assets, net		61			544
Noncurrent assets of discontinued operations		-			2,322
Total assets	$	66,802		$	57,807
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,752		$	4,521
Current liabilities of discontinued operations		-			5,097
Total current liabilities		3,752			9,618
Long-term liabilities:
Pension liability		3,951			3,582
Other long-term liabilities		183			866
Noncurrent liabilities of discontinued operations		-			272
Total liabilities		7,886			14,338
Commitments and contingencies (Note 12)
Stockholders' equity:
Shares of series preferred stock, par value $.01; 1,250,000 authorized; none issued		-			-
Shares of class A preferred stock, par value $100; 20,000 authorized; none issued		-			-
Shares of common stock, par value $.01; 14,000,000 authorized; 9,582,801 and 9,410,878 issued and outstanding at March 31, 2018 and June 30, 2017, respectively		96			94
Capital in excess of par value		212,444			212,018
Accumulated deficit		(150,095	)		(165,498	)
Treasury stock, at cost;  37,788 shares		(255	)		(255	)
Accumulated other comprehensive loss		(3,274	)		(2,890	)
Total stockholders' equity		58,916			43,469
Total liabilities and stockholders' equity	$	66,802		$	57,807

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

CCUR Holdings, Inc.

(formerly Concurrent Computer Corporation)

Condensed Consolidated STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in thousands, except share and per share data)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Operating expenses:
General and administrative	$	1,186		$	2,192		$	6,510		$	5,156
Total operating expenses		1,186			2,192			6,510			5,156
Operating loss		(1,186	)		(2,192	)		(6,510	)		(5,156	)
Interest income		225			21			371			48
Interest expense		(4	)		-			(4	)		-
Other expense, net		(105	)		(4	)		(63	)		(12	)
Loss from continuing operations before income taxes		(1,070	)		(2,175	)		(6,206	)		(5,120	)
(Benefit) provision for income taxes		(222	)		10			(1,140	)		31
Loss from continuing operations		(848	)		(2,185	)		(5,066	)		(5,151	)
(Loss) income from discontinued operations, net of income taxes		(245	)		527			22,851			477
Net (loss) income	$	(1,093	)	$	(1,658	)	$	17,785		$	(4,674	)
Basic and diluted earnings (loss) per share:
Continuing operations	$	(0.09	)	$	(0.24	)	$	(0.53	)	$	(0.56	)
Discontinued operations	$	(0.02	)		0.06			2.39			0.05
Net (loss) income	$	(0.11	)	$	(0.18	)	$	1.86		$	(0.51	)
Weighted average shares outstanding - basic and diluted		9,824,588			9,261,862			9,549,215			9,231,932
Cash dividends declared per common share	$	-		$	0.12		$	0.24		$	0.36

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

ccur holdings, inc.

(formerly Concurrent Computer Corporation)

Condensed Consolidated STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

(Amounts in thousands)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Net (loss) income	$	(1,093	)	$	(1,658	)	$	17,785		$	(4,674	)
Other comprehensive (loss) income:
Unrealized loss on available-for-sale investments		(311	)		-			(311	)		-
Foreign currency translation adjustment		61			38			82			(253	)
Pension and post-retirement benefits, net of tax		(57	)		(19	)		(155	)		88
Other comprehensive (loss) income		(307	)		19			(384	)		(165	)
Comprehensive (loss) income	$	(1,400	)	$	(1,639	)	$	17,401		$	(4,839	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

ccur holdings, inc.

(formerly Concurrent Computer Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

For the nine-month period ended March 31, 2018

(Amounts in thousands, except share data)

													Accumulated
	Common Stock						Capital In						Other
				Par			Excess Of			Accumulated			Comprehensive			Treasury Stock
	Shares			Value			Par Value			Deficit			Income (Loss)			Shares			Cost			Total
Balance at June 30, 2017		9,410,878		$	94		$	212,018		$	(165,498	)	$	(2,890	)		(37,788	)	$	(255	)	$	43,469
Dividends declared											(2,378	)											(2,378	)
Dividends forfeited with restricted stock forfeitures											8												8
Share-based compensation expense								2,256															2,256
Lapse of restriction on restricted stock		526,013			5			(5	)														-
Repurchase and retirement of common stock		(354,090	)		(3	)		(1,825	)		(12	)											(1,840	)
Other comprehensive income (loss), net of taxes:
Net income											17,785												17,785
unrealized gain (loss) on available-for-sale investments														(311	)								(311	)
Foreign currency translation adjustment														82									82
Pension plan														(155	)								(155	)
Total comprehensive income																							17,401
Balance at March 31, 2018		9,582,801		$	96		$	212,444		$	(150,095	)	$	(3,274	)		(37,788	)	$	(255	)	$	58,916

The accompanying notes are an integral part of the condensed consolidated financial statements

5

ccur holdings, inc.

(formerly Concurrent Computer Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in thousands)

	Nine Months Ended March 31,
	2018			2017
Cash flows (used in) provided by operating activities:
Net income (loss)	$	17,785		$	(4,674	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		606			1,341
Share-based compensation expense		2,256			696
(Recovery of) provision for excess and obsolete inventories		(23	)		190
Deferred taxes, net		(1,186	)		87
Non-cash accretion of investments		(129	)		-
Foreign currency exchange gains (losses)		268			(131	)
Gain on sale of Content Delivery business, net		(22,554	)
Decrease (increase) in assets:
Accounts receivable		118			6,091
Inventories		(146	)		367
Prepaid expenses and other current assets		(510	)		(806	)
Other long-term assets		417			(62	)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		(5,459	)		786
Deferred revenue		1,337			(1,841	)
Pension and other long-term liabilities		(408	)		142
Net cash (used in) provided by operating activities		(7,628	)		2,186
Cash flows provided by (used in) investing activities:
Additions to property and equipment		(271	)		(719	)
Proceeds from sale or maturity of available-for-sale securities		11,733			-
Purchases of available-for-sale securities		(18,613	)		(2,423	)
Proceeds from sale of Content Delivery business, net of cash transferred		28,256			-
Net cash provided by (used in) investing activities		21,105			(3,142	)
Cash flows used in financing activities:
Dividends paid		(2,652	)		(3,396	)
Purchase of treasury shares for retirement		(1,840	)		-
Net cash used in financing activities		(4,492	)		(3,396	)
Effect of exchange rates on cash and cash equivalents		3			(166	)
Increase (decrease) in cash and cash equivalents		8,988			(4,518	)
Cash and cash equivalents - beginning of year		35,893			20,268
Cash and cash equivalents - end of period	$	44,881		$	15,750
Cash paid during the period for:
Interest	$	-		$	4
Income taxes (net of refunds)	$	1,052		$	793
Non-cash investing activities:
Unsettled investment in available-for-sale security	$	2,679		$	-

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

1. Overview of Business and Basis of Presentation

References herein to “CCUR Holdings,” the “Company,” “we,” “our,” or “us” refer to CCUR Holdings, Inc. and its subsidiaries unless the context specifically indicates otherwise. CCUR Holdings was formerly known as Concurrent Computer Corporation and changed its name on January 2, 2018.

On December 31, 2017, we completed the sale of our content delivery and storage business (the “Content Delivery business”) and other related assets to Vecima Networks, Inc. (“Vecima”) pursuant to an Asset Purchase Agreement, dated as of October 13, 2017, between the Company and Vecima. Substantially all liabilities associated with the Content Delivery business were assigned to Vecima as part of the transaction. The Content Delivery business provided advanced applications focused on storing, protecting, transforming, and delivering high value media assets and served industries and customers that demand uncompromising performance, reliability and flexibility to gain a competitive edge, drive meaningful growth and confidently deliver best-in-class solutions that enrich the lives of millions of people around the world every day. The Content Delivery business consisted of (1) software, hardware and services for intelligently streaming video content to a variety of consumer devices and storing and managing content in the network and (2) Aquari™ Storage, a unified scale-out storage solutions product that is ideally suited for a wide range of enterprise IT and video applications that require advanced performance, very large storage capacities, and a high degree of reliability.

In May 2017, we sold our Real-Time business consisting of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software combined, in many cases, with computer platforms and services. These real-time products were sold to a wide variety of companies seeking high performance, real-time computer solutions in the defense, aerospace, financial and automotive markets around the world.

Results of our Content Delivery and Real-Time businesses are retrospectively reported as discontinued operations in our condensed consolidated financial statements for all periods presented. Prior year information has been adjusted to conform with the current year presentation. Unless otherwise stated, the information disclosed in the footnotes accompanying the condensed consolidated financial statements refers to continuing operations. See Note 4 – Discontinued Operations for more information regarding results from discontinued operations.

The accompanying unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for a fair presentation have been included. The year-end condensed consolidated balance sheet data as of June 30, 2017 was derived from our audited consolidated financial statements and may not include all disclosures required by U.S. GAAP. The results of operations for the three and nine months ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 20, 2017.

As a result of the sale of our operating businesses, many of our Significant Accounting Policies as disclosed in Note 2 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017 are no longer applicable subsequent to December 31, 2017.

Smaller Reporting Company

We meet the SEC’s definition of a “Smaller Reporting Company,” and therefore qualify for the SEC’s reduced disclosure requirements for smaller reporting companies.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

7

Investments

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale. Held-to-maturity securities are recorded as either short term or long term in the condensed consolidated balance sheet based on contractual maturity date and are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported as fair value, with unrealized gains and losses recognized in earnings. Debt and marketable equity securities not classified as held-to-maturity or as trading, are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income (loss) and reported in stockholders’ equity.

Premiums and discounts on fixed maturity securities are amortized using the interest method; mortgage-backed securities are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations. Dividends on equity securities are recognized when declared. When the Company sells a security, the difference between the sale proceeds and amortized cost (determined based on specific identification) is reported as a realized investment gain or loss. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on investments) and the cost basis of that investment is reduced. If the Company can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in accumulated other comprehensive income, or “AOCI”). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. If the Company intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.

2. Recent Accounting Guidance

Recently Issued and Adopted Accounting Guidance

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). This amendment requires that an entity measure its inventory at the “lower of cost and net realizable value.” Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Current literature requires measurement of inventory at “lower of cost or market.” Market could be replacement cost, net realizable value, or net realizable value less an approximate normal profit margin. ASU 2015-11 was effective for us on July 1, 2017, and we adopted the guidance prospectively. The adoption of ASU 2015-11 did not have a material impact on our consolidated financial statements or disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 was effective for us on July 1, 2017, and we adopted the guidance prospectively. The adoption of ASU 2016-09 did not have a material impact on our consolidated financial statements or disclosures.

8

Recent Accounting Guidance Not Yet Adopted

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, as amended by ASU 2018-03, Financial Instruments-Overall: Technical Corrections and Improvements, issued in February 2018 on the recognition and measurement of financial instruments. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for the instrument-specific credit risk provision. The new guidance changes the current accounting guidance related to (i) the classification and measurement of certain equity investments, (ii) the presentation of changes in the fair value of financial liabilities measured under the fair value option that are due to instrument-specific credit risk, and (iii) certain disclosures associated with the fair value of financial instruments. Additionally, there will no longer be a requirement to assess equity securities for impairment since such securities will be measured at fair value through net income. We will utilize a modified retrospective approach to adopt the new guidance effective July 1, 2018. The expected impact related to the change in accounting for equity securities for the nine months ended March 31, 2018 will be approximately $63 of net unrealized investment gains, net of income tax, which will be reclassified from AOCI to retained earnings.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Clarification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. We do not expect ASU 2016-15 to have a material impact on our consolidated financial statements or disclosures.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805) (“ASU 2017-01”), which clarifies the definition of a business. For accounting and financial reporting purposes, businesses are generally comprised of three elements; inputs, processes, and outputs. Integrated sets of assets and activities capable of providing these three elements may not always be considered a business, and the lack of one of the three elements does not always disqualify the set from being a business. The issuance of ASU 2017-01 provides a clarifying screen to determine when a set of assets and activities is not a business. Primarily, the screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. The amendments contained in ASU 2017-01 are effective for annual periods beginning after December 15, 2017 and may be early adopted for certain transactions that have occurred before the effective date, but only when the underlying transaction has not been reported in the financial statements that have been issued or made available for issuance. We do not expect ASU 2017-01 to have a material impact on our consolidated financial statements or disclosures unless we enter into a business combination.

In March 2017, the FASB issued ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”) which requires the service cost component of the net periodic benefit cost to be presented in the same income statement line items as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization. Other components will be presented separately from the line items that include the service cost and outside of any subtotal of operating income, if one is presented. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The guidance on the presentation of the components of net periodic benefit cost requires retrospective application. The guidance limiting the capitalization of net periodic benefit cost requires prospective application. We do not expect ASU 2017-07 to have a material impact on our consolidated financial statements or disclosures.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), to provide clarity and reduce both diversity in practice and cost complexity when applying the guidance in Topic 718 to a change to the terms and conditions of a stock-based payment award. ASU 2017-09 also provides guidance about the types of changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in accordance with Topic 718. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and for interim periods therein. Early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material impact on our consolidated financial statements or disclosures.

9

3. Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares, including dilutive common share equivalents outstanding during each period. Under the treasury stock method, incremental shares representing the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued are included in the computation. Due to the loss from continuing operations for all periods presented, common share equivalents of 9,614 and 238,696 for the three months ended March 31, 2018 and 2017, respectively, and common share equivalents of 216,791 and 250,441 for the nine months ended March 31, 2018 and 2017, respectively,were excluded from the calculation as their effect was anti-dilutive.

The following table presents a reconciliation of the numerators and denominators of basic and diluted net (loss) income per share for the periods indicated:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Loss from continuing operations	$	(848	)	$	(2,185	)	$	(5,066	)	$	(5,151	)
(Loss) income from discontinued operations, net of income taxes		(245	)		527			22,851			477
Net (loss) income	$	(1,093	)	$	(1,658	)	$	17,785		$	(4,674	)
Basic and diluted EPS:
Basic and diluted weighted average shares outstanding		9,824,588			9,261,862			9,549,215			9,231,932
Basic and diluted (loss) earnings per share:
Continuing operations	$	(0.09	)	$	(0.24	)	$	(0.53	)	$	(0.56	)
Discontinued operations		(0.02	)		0.06		$	2.39			0.05
Net (loss) income	$	(0.11	)	$	(0.18	)	$	1.86		$	(0.51	)

4. Discontinued Operations

Content Delivery business

As noted above, on December 31, 2017, we completed the sale of our Content Delivery business and other related assets to Vecima pursuant to an Asset Purchase agreement, dated as of October 13, 2017, between the Company and Vecima (the “CDN APA”) for a purchase price of $29,000 (subject to an adjustment for net working capital). The sale included our Content Delivery business assets and related liabilities in the United States, United Kingdom, and Germany, as well as the sale of all equity in our Japanese subsidiary.

Gross proceeds of $29,812 from the sale were paid to us as follows: (1) $29,020 cash payment on December 31, 2017 (including a preliminary adjustment for estimated surplus net working capital as defined in the CDN APA of $1,470) and (2) $1,450 placed in escrow as security for the Company’s indemnification obligations to Vecima under the CDN APA, which amount will be released to the Company on or before December 31, 2018 (less any portion used to make indemnification payments to Vecima).

During the third quarter of our fiscal 2018, we and Vecima finalized the calculation of net working capital of the Content Delivery business as of December 31, 2017. We and Vecima agreed the surplus net working capital transferred to Vecima under the CDN APA was $812, and as a result, we returned $658 to Vecima. We reduced our gain on the sale of the Content Delivery business as reported during the period ended December 31, 2017 by the amount of the final post-closing working capital adjustment. Additionally, we incurred approximately $55 of additional costs related to the transaction during the third quarter of our fiscal year 2018, primarily due to legal and disclosure expenses attributable to the transaction.

In conjunction with the CDN APA, we and Vecima entered into a Transition Services Agreements (the “CDN TSA”) for the U.S. Under the CDN TSA, we and Vecima have each agreed to provide and receive various services to and from the other party on an arms-length, fee-for-service basis for a term of twelve months as of the date of the closing, unless terminated earlier by either party. Net amounts charged from the Purchaser under the TSAs for both the three and nine months ended March 31, 2018 were $63 and are recorded within operating expenses.

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Results associated with the Content Delivery business are classified within income (loss) from discontinued operations, net of income taxes, in our condensed consolidated statements of operations. Operating expenses recorded in discontinued operations include costs incurred directly in support of the Content Delivery business.

The closing of the sale of the assets to Vecima resulted in a “change in control” under our Amended and Restated 2011 Stock Incentive Plan. As a result, the Company recognized expense of approximately $1,745 in share-based compensation expense due to the acceleration of the vesting and the lapse of restrictions on substantially all restricted stock granted under our Amended and Restated 2011 Stock Incentive Plan (see Note 7 – Share-based Compensation). This expense is reflected in general and administrative expenses of continuing operations in our condensed consolidated statement of operations for the three and nine months ended March 31, 2018. Payment of associated accrued dividends related to these released shares was made in January 2018.

For the three and nine months ended March 31, 2018 and 2017, income (loss) from discontinued operations related to our Content Delivery business is comprised of the following:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Revenue	$	-		$	7,445		$	16,018		$	19,801
Cost of sales		-			3,377			6,342			9,011
Gross margin		-			4,068			9,676			10,790
Operating expenses:
Sales and marketing		-			2,569			4,235			8,292
Research and development		-			2,033			3,290			6,137
General and administrative		-			620			951			1,983
Total operating expenses		-			5,222			8,476			16,412
Operating income (loss)		-			(1,154	)		1,200			(5,622	)
(Loss) gain on sale of Content Delivery business, net		(55	)		-			22,554			-
Other income (expense), net		-			4			(143	)		209
(Loss) income from discontinued operations before income taxes		(55	)		(1,150	)		23,611			(5,413	)
Provision (benefit) for income taxes		190			50			760			(18	)
(Loss) income from discontinued operations	$	(245	)	$	(1,200	)	$	22,851		$	(5,395	)

A reconciliation of the gain before income taxes recorded on the sale of the Content Delivery business is as follows:

	Nine Months Ended March 31, 2018
Closing consideration	$	29,000
Adjustment for working capital		812
Net book value of assets sold		(5,274	)
Other adjustments		(184	)
Transaction costs		(1,800	)
Gain on sale of Content Delivery business	$	22,554

Transaction costs directly associated with the sale of the Content Delivery business include legal, accounting, investment banking and other fees paid to external parties.

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In connection with the sale of our Content Delivery business (1) we entered into a Separation and Consulting Agreement and General Release of Claims with Derek Elder, our former President and Chief Executive Officer, as a result of which (A) Mr. Elder’s role as president and chief executive officer was terminated, (B) Mr. Elder ceased to be a member of our Board of Directors and all committees thereof, and (C) we recorded severance related expenses of $544 pursuant to his Separation and Consulting Agreement (see Note 12 – Commitments and Contingencies – Separation of Chief Executive Officer), (2) we terminated the employment of another executive of the Company and recorded severance expenses of $132, (3) we paid transaction bonuses that had previously been approved by our compensation committee of $479 to internal executives and staff and (4) we accepted the resignation of an independent director of the Company (see Note 12 – Commitments and Contingencies – Resignation of Directors). All of the above expenses were recorded as of December 31, 2017 and are included in general and administrative expenses of continuing operations in our condensed consolidated statement of operations for the nine months ended March 31, 2018.

At June 30, 2017, the carrying amounts of assets and liabilities of discontinued operations in our consolidated balance sheet were as follows:

ASSETS
Current assets:
Cash	$	419
Accounts receivable, net		6,886
Inventories		1,865
Prepaid expenses and other current assets		495
Total current assets		9,665
Property and equipment, net		1,724
Other long-term assets, net		598
Total noncurrent assets		2,322
Total assets of discontinued operations	$	11,987
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	3,643
Deferred revenue		1,454
Total current liabilities		5,097
Long-term liabilities:
Deferred revenue		66
Other long-term liabilities		206
Total noncurrent liabilities		272
Total liabilities of discontinued operations	$	5,369

Proceeds from the sale of the Content Delivery business have been presented in the condensed consolidated statement of cash flows under investing activities for the nine months ended March 31, 2018. Proceeds from the sale of the Content Delivery business were net of $106 of cash transferred with the equity sale of our Japanese subsidiary. In accordance with ASC Topic 205-20, additional disclosures relating to cash flow are required for discontinued operations. Cash flow information relating to the Content Delivery business for the nine months ended March 31, 2018 and 2017 is as follows:

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	Nine Months Ended March 31,
	2018			2017
Operating cash flow data:
Depreciation and amortization	$	605		$	1,093
Share-based compensation		170			111
Provision for (recovery of) excess and obsolete inventories		(23	)		208
Foreign currency exchange gains		144			109
Investing cash flow data:
Capital expenditures		(275	)		(522	)

A reconciliation of our cash and cash equivalents as of June 30, 2017 is as follows:

	June 30, 2017
Cash and cash equivalents per balance sheet	$	35,474
Cash and cash equivalents classified within current assets of discontinued operations		419
Beginning cash and cash equivalents balance per statement of cash flows	$	35,893

Real-Time business

On May 15, 2017, we completed the sale and transfer of certain assets and certain liabilities primarily related to our Real-Time business pursuant to an Asset Purchase Agreement (the “RT APA”) dated as of May 15, 2017 with Real Time, Inc. (the “RT Purchaser”), an investment company owned by Battery Ventures, a private-equity firm based in Boston, Massachusetts, for $35,000 less agreed upon adjustments for working capital. Pursuant to the terms of the RT APA, we sold and transferred certain respective equity interests in one of our subsidiaries, which constituted the European operations of the Real-Time business, upon receipt of French regulatory approval on May 30, 2017. The RT APA includes customary terms and conditions, including provisions following closing that require us to indemnify the Purchaser for certain losses that it incurs as a result of a breach by us of our representations and warranties in the RT APA and certain other matters.

Gross proceeds from the sale were paid to us as follows: (1) a $30,200 cash payment on May 15, 2017 (subject to an adjustment for estimated working capital as defined in the RT APA), (2) a $2,800 cash payment made concurrently with the transfer of the European operations of the Real Time business to the Purchaser received on May 30, 2017 and (3) $2,000 placed in escrow as security for certain purchase price adjustments and for our indemnification obligations to the Purchaser under the RT APA which amount will be released to us on or before May 15, 2018 (less any portion of the escrow used to make indemnification or purchase price adjustment payments to the RT Purchaser). In September 2017, the final working capital computation was completed and resulted in no additional consideration paid to or from either party.

In conjunction with the RT APA, we and the RT Purchaser entered into Transition Services Agreements (the “TSAs”) for U.S./Europe and Japan. Under the TSAs, we have agreed to provide and receive various services to and from the Purchaser on an arms-length fee-for-service basis for a term of twelve months as of the date of the TSAs, with the option of a renewal term of up to eighteen months from the effective date of the respective agreement. Net amounts charged from (to) the Purchaser under the TSAs for the three and nine months ended March 31, 2018 and 2017 are ($6) and ($49), respectively, and are recorded within operating expenses.

Results associated with the Real-Time business are classified as income from discontinued operations, net of income taxes, in our condensed consolidated statements of operations. Operating expenses recorded in discontinued operations include costs incurred directly in support of the Real-Time business. For the three and nine months ended March 31, 2017, income from discontinued operations for our Real-Time business is comprised of the following:

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	Three Months Ended March 31,		Nine Months Ended March 31,
	2017		2017
Revenue	$	7,536	$	23,843
Cost of sales		3,099		9,494
Gross margin		4,437		14,349
Operating expenses:
Sales and marketing		1,436		4,503
Research and development		1,024		3,043
General and administrative		204		589
Total operating expenses		2,664		8,135
Operating income		1,773		6,214
Other income, net		36		18
Income from discontinued operations before income taxes		1,809		6,232
Provision for income taxes		82		360
Income from discontinued operations	$	1,727	$	5,872

In accordance with ASC Topic 205-20, Discontinued Operations, additional disclosures relating to cash flow are required for discontinued operations. Cash flow information relating to the Real-Time business for the nine months ended March 31, 2017 is as follows:

	Nine Months Ended March 31, 2017
Operating cash flow data:
Depreciation and amortization	$	248
Share-based compensation		72
Provision for (recovery of) excess and obsolete inventories		(18	)
Provision for bad debts		-
Foreign currency exchange gains		(22	)
Investing cash flow data:
Capital expenditures		(197	)

5. Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.

The Accounting Standards Codification requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

·	Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
·	Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
·	Level 3	Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

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Our investment portfolio consists of money market funds, domestic and international commercial paper, equity securities and corporate debt. All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months are classified as available-for-sale investments. Our marketable securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of tax, reported in stockholders’ equity as a component of accumulated other comprehensive income or loss. Interest on securities is recorded in interest income. Any realized gains or losses would be shown in the accompanying consolidated statements of operations in other income or expense. We provide fair value measurements disclosures of our available-for-sale securities in accordance with one of the three levels of fair value measurement. We have no financial assets that are measured on a recurring basis that fall within Level 3 of the fair value hierarchy.

Assets measured at fair value on a recurring basis are summarized below:

March 31, 2018	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Cash	$	20,321	$	20,321	$	-	$	-
Money market funds		22,563		22,563		-		-
Commercial paper		1,997		-		1,997		-
Cash and cash equivalents		44,881		42,884		1,997		-
Commercial paper		7,824		-		7,824		-
Corporate debt		5,476				5,476
Common stock		2,943		2,943
Available-for-sale investments		16,243		2,943		13,300		-
	$	61,124	$	45,827	$	15,297	$	-

June 30, 2017	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Cash	$	5,227	$	5,227	$	-	$	-
Money market funds		26,051		26,051		-		-
Commercial paper		4,196		-		4,196		-
Cash and cash equivalents		35,474		31,278		4,196		-
Commercial paper		6,870		-		6,870		-
Short-term investments		6,870		-		6,870		-
	$	42,344	$	31,278	$	11,066	$	-

The methods and assumptions we use to estimate the fair value of assets and liabilities measured at fair value on a recurring basis are summarized below:

Fixed Maturity Securities. The fair values of the Company’s publicly-traded fixed maturity securities are generally based on prices obtained from independent pricing services. Consistent with the fair value hierarchy described above, securities with validated quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If we ultimately conclude that pricing information received from the independent pricing service is not reflective of market activity, non-binding broker quotes are used, if available.

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The inputs used in the valuation of corporate and government securities include, but are not limited to, standard market observable inputs which are derived from, or corroborated by, market observable data including market yield curve, duration, call provisions, observable prices and spreads for similar publicly traded or privately traded issues that incorporate the credit quality and industry sector of the issuer.

For structured securities, valuation is determined using standard market inputs including spreads for actively traded securities, spreads off benchmark yields, expected prepayment timing and volumes, current and forecasted loss severity, rating, weighted average coupon, weighted average maturity, average delinquency rates, geographic region, debt-service coverage ratios and issuance-specific information including, but not limited to: collateral type, payment terms of the underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans.

Equity Securities. The balance consists of common stock of publicly traded companies. The fair values of publicly traded equity securities are based on quoted market prices in active markets and are classified within Level 1 in the fair value hierarchy.

6. Investments

Fixed Maturity and Equity Securities Available-for-Sale Investments

The following tables provide information relating to investments in fixed maturity and equity securities:

March 31, 2018	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Fixed maturity securities
Commercial paper	$	7,824	$	-	$	-		$	7,824
Corporate debt		5,850		8		(382	)		5,476
Total fixed maturity securities	$	13,674	$	8	$	(382	)	$	13,300
Equity securities
Common stock	$	2,880	$	85	$	(22	)	$	2,943
Total equity securities	$	2,880	$	85	$	(22	)	$	2,943
Total	$	16,554	$	93	$	(404	)	$	16,243

June 30, 2017	Unamortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Fixed maturity securities
Commercial paper	$	6,870	$	-	$	-	$	6,870
Total fixed maturity securities	$	6,870	$	-	$	-	$	6,870

Maturities of Fixed Maturity Securities Available-for-Sale

The amortized cost and fair value of fixed maturity securities available-for-sale as of March 31, 2018 are shown by contractual maturity in the table below. Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Fixed maturity securities
Due in one year or less	$	7,824	$	7,824
Due after one year through three years		2,732		2,385
Due after three years through five years		349		347
Due after five years through ten years		2,769		2,744
Total fixed maturity securities	$	13,674	$	13,300

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7. Income Taxes

Components of Provision (Benefit) for Income Taxes

The domestic and foreign components of loss from continuing operations before the (benefit) provision for income taxes are as follows:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
United States	$	(6,331	)	$	(3,330	)	$	(11,285	)	$	(6,297	)
Foreign		5,261			1,155			5,079			1,177
Loss from continuing operations	$	(1,070	)	$	(2,175	)	$	(6,206	)	$	(5,120	)

The components of the (benefit) provision for income taxes are as follows:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
United States	$	(222	)	$	14		$	(1,140	)	$	35
Foreign		-			(4	)		-			(4	)
(Benefit) provision for income taxes	$	(222	)	$	10		$	(1,140	)	$	31

For both the three and nine months ended March 31, 2018, the domestic tax expense is lower than the prior year primarily due to the favorable impact of the Tax Cuts and Jobs Act (enacted on December 22, 2017) on the realizability of our alternative minimum tax credits and lower domestic income as compared to the same periods from the prior year.

Net Operating Losses

As of June 30, 2017, we had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $71,729 for income tax purposes, of which none expire in fiscal year 2018, and the remainder expire at various dates through fiscal year 2036. As a result of the recognition of a taxable gain on the sale of our Content Delivery business on December 31, 2017, we utilized approximately $16,537 of our federal NOLs during the nine months ended March 31, 2018. Our federal NOLs are projected to be approximately $56,035 as of June 30, 2018. With the enactment of the Tax Cuts and Jobs Act, U.S. federal NOLs generated in taxable years ending after December 31, 2017 will have an indefinite carryforward period.

In the third quarter of our fiscal 2018, we completed an evaluation of the potential effect of Section 382 of the Internal Revenue Code (the “IRC”) on our ability to utilize these net operating losses (the “Section 382 Study”). The Section 382 Study concluded that we have not had an ownership change for the period from July 22, 1993 to February 8, 2018. The Section 382 Study also analyzed various hypothetical ownership changes to enable us to monitor and evaluate our ownership base for any potential impairment of the NOLs on an ongoing basis. If we experience an ownership change as defined in Section 382 of the IRC, our ability to use these NOLs will be substantially limited, which could therefore significantly impair the value of that asset. See section below entitled “Tax Asset Preservation Plan” for details regarding steps we have taken to protect the value of our NOLs.

We also have State NOLs that expire according to the rules of each state and expiration will occur between fiscal year 2018 and fiscal year 2036 and foreign NOLs that expire according to the rules of each country. Currently, none of the jurisdictions in which we have foreign NOLs are subject to expiration due to indefinite carryforward periods.

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Deferred Tax Assets and Related Valuation Allowances

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining whether or not a valuation allowance for tax assets is needed, we evaluate all available evidence, both positive and negative, including: trends in operating income or losses; currently available information about future years; future reversals of existing taxable temporary differences; future taxable income exclusive of reversing temporary differences and carryforwards; taxable income in prior carryback years if carryback is permitted under the tax law; and tax planning strategies that would accelerate taxable amounts to utilize expiring carryforwards, change the character of taxable and deductible amounts from ordinary income or loss to capital gain or loss, or switch from tax-exempt to taxable investments. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of March 31, 2018, we maintain a full valuation allowance on our net deferred tax assets in all jurisdictions except the U.S.

United States:

The Tax Cut and Jobs Act was enacted on December 22, 2017.  Under ASC 740, the impact of changes in tax law must be recorded in the financial statements in the reporting period that included the date of enactment.  However, the SEC and the FASB both recognize that the magnitude of this law change will require extensive analysis and calculations to conform to the new provisions.  The SEC issued Staff Accounting Bulletin (‘SAB 118”) on December 22, 2017.  SAB 118 provides registrants with guidance on when and how to report the impact of the law change when all necessary information is not available. 

SAB 118 guidance provides that:

1. If analysis of the impact of the new law is completed by the time the financial statements are issued, then the impact should be included in the financial statements.

2. If only certain aspects of the new law are completed by the time the financial statements are issued but other aspects and other aspects are incomplete but able to be reasonably estimated, then the registrant should include both the certain aspects and a reasonable estimate of the incomplete aspects in its financial statements.  This reasonable estimate should be reported as a “provisional amount” during a “measurement period” not to exceed one year from the date of the enactment of the new law.

3. If a registrant does not have the necessary information available, prepared, or analyzed for certain aspects of the Tax Cuts and Jobs Act to calculate a provisional amount, then no provisional amounts should be in its financial statements. 

At March 31, 2018, consistent with the above processes, we evaluated the need for a valuation allowance against our deferred tax assets and determined that it was more likely than not that only our federal alternative minimum tax (“AMT”) tax credits of $1,131 would be realized. Under the Tax Cuts and Jobs Act, AMT tax credits will now become refundable in conjunction with the repeal of the corporate AMT. For tax years beginning after December 31, 2017 and before January 1, 2022, the AMT credit is refundable in an amount equal to 50% (100% for the 2021 tax year) of the excess of the credit for the tax year over the amount of the credit allowable for the year against regular tax liability. This results in the Company receiving its entire AMT credit of $1,131 as a refund no later than fiscal 2022 and as such a valuation allowance is no longer needed for the AMT credit carryforward.  However, in accordance with ASC 740, we recognized a valuation allowance against all other net deferred tax asset items at March 31, 2018.

All Other Jurisdictions:

In all other jurisdictions, we do not have sufficient evidence of future income to conclude that it is more likely than not that we will realize our entire deferred tax inventory. Therefore, we have placed a full valuation allowance on the deferred tax inventory. These jurisdictions include the U.K., Germany, Spain, Hong Kong, and Australia. We re-evaluate our conclusions quarterly regarding the valuation allowance and we will make appropriate adjustments as necessary in the period in which significant changes occur.

Unrecognized Tax Benefits

We have evaluated our unrecognized tax benefits and determined that there has not been a material change in the amount of such benefits for the nine months ended March 31, 2018.

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Research and Development Tax Credits

During the year ended June 30, 2017, we applied for both a U.S. federal and state of Georgia research and development tax credit in the amounts of $719 and $675, respectively, for our fiscal year ending June 30, 2016. For U.S. federal tax purposes, the credit cannot be utilized immediately but will carryforward for a period of 20 years. As we do not expect to be able to realize the benefit of the U.S. federal tax credit carryforward before its expiration, we maintain a full valuation allowance on this item. For the state of Georgia tax credit, we have recorded the credit within both other current assets and other long-term assets with an offset in both accrued expenses and other long-term liabilities in our condensed consolidated balance sheets as of March 31, 2018 and June 30, 2017. As future payroll tax withholdings of our Georgia-based employees become due, we are able to offset the withholding amount dollar-for-dollar against the credit. As a result, as the credit is claimed, we will (1) reduce other current assets and offset the payroll tax liability and (2) reduce accrued expenses and recognize a reduction of operating expenses.

During the three and nine months ended March 31, 2018, we recognized $0 and $274, respectively, of the state of Georgia credit and reduced operating expenses accordingly. As of March 31, 2018, State tax credit assets of of $575 and $26 are reflected within other current assets and other long-term assets, respectively, and unrecogized income from these credits of $142 and $12 are reflected in accrued expenses and other long-term liabilities, respectively. As of March 31, 2018 we have not received any proceeds from utilization of our State tax credits and we have not received any assurance as to if, or when, we will receive such proceeds.

Tax Asset Preservation Plan

At our 2016 Annual Meeting of Stockholders held on October 26, 2016, our stockholders adopted a formal amendment to our certificate of incorporation (the “Protective Amendment”) to deter any person acquiring 4.9% or more of the outstanding Common Stock without the approval of our Board in order to protect the value of our NOLs. The Protective Amendment was extended by our stockholders at our 2017 Annual Meeting of Stockholders held on October 25, 2017 and will expire on the earliest of (i) the Board of Directors’ determination that the Protective Amendment is no longer necessary for the preservation of the Company’s NOLs because of the amendment or repeal of Section 382 or any successor statute, (ii) the close of business on the first day of any taxable year of CCUR Holdings to which the Board of Directors determines that none of our NOLs may be carried forward (iii) such date as the Board of Directors otherwise determines that the Protective Amendment is no longer necessary for the preservation of the Company’s NOLs and (iv) the date of our Annual Meeting of Stockholders to be held during calendar year 2018.

As indicated in our Form 8-K filed on February 15, 2018, the Company executed and delivered the Amended Consent and Limited Waiver to the Standstill Agreement, filed therewith as Exhibit 10.1 (the “Amended Consent and Limited Waiver”), to JDS1, LLC and Julian Singer (together with their affiliates and associates, the “Investor Group”). The Consent and Limited Waiver provides that so long as (i) the Investor Group collectively beneficially own no more than 30.0% of the outstanding shares of common stock of the Company and (ii) any acquisition of common stock of the Company by the Investor Group would not reasonably be expected to limit the Company’s ability to utilize the Company’s net operating loss carryforwards, the Company shall not deem the Investor Group to have effected a Prohibited Transfer as that term is defined in the Company’s Restated Certificate of Incorporation.

As indicated in our Form 8-K filed on April 25, 2018, the Amended Consent and Limited Waiver was subsequently amended to provide that so long as (i) the Investor Group collectively beneficially own no more than 35.0% of the outstanding shares of common stock of the Company less the remaining shares of Common Stock that the Company is authorized to purchase under its stock repurchase program as announced on March 5, 2018, pursuant to which the Company is authorized to repurchase up to one million of its outstanding shares of Common Stock and (ii) any acquisition of common stock of the Company by the Investor Group would not reasonably be expected to actually limit the Company’s ability to utilize the Company’s net operating loss carryforwards, the Company shall not deem the Investor Group to have effected a Prohibited Transfer as that term is defined in the Company’s Restated Certificate of Incorporation.

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8. Share-Based Compensation

As of March 31, 2018, we had share-based compensation plans which are described in Note 10 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017. We recognize stock compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. As of March 31, 2018, we had 15,000 stock options outstanding and 60,000 restricted shares outstanding. During the nine months ended March 31, 2018, 15,000 stock options were granted, 30,881 expired, and none were forfeited or exercised. We recorded share-based compensation within continuing operations related to the issuance of 1) restricted stock to employees and board members, and 2) stock options to a board member:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
General and administrative	$	39	$	165	$	2,086	$	513

We use a Black-Scholes option valuation model to determine the grant date fair value of share-based compensation. The Black-Scholes model incorporates various assumptions including the expected term of awards, volatility of stock price, risk-free rates of return and dividend yield. The expected term of an award is no less than the option vesting period and is based on our expectations under our current operating environment. Expected volatility is based upon the historical volatility of the Company’s stock price. The risk-free interest rate is approximated using rates available on U.S. Treasury securities with a remaining term similar to the option’s expected life. We use a dividend yield of zero in the Black-Scholes option valuation model as we do not anticipate paying cash dividends in the foreseeable future. Share-based compensation is recorded net of expected forfeitures.

A summary of the activity of our time-based, service condition stock options during the nine months ended March 31, 2018, is presented below:

Stock Options	Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		30,881		$	13.06
Granted		15,000			5.42
Exercised		-			-
Expired		(30,881	)		13.06
Non-vested at March 31, 2018		15,000		$	5.42

The fair value of options granted during the nine months ended March 31, 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Expected option life (in years)	3.0
Risk-free interest rate	2.3	%
Expected volatility	31.1	%
Dividend yield	0.0	%

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A summary of the activity of our time-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:

Restricted Stock Awards	Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		440,613		$	5.45
Granted		117,900			5.72
Vested		(476,013	)		5.46
Forfeited		(22,500	)		5.98
Non-vested at March 31, 2018		60,000		$	5.71

A summary of the activity of our performance-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:

Performance Stock Awards	Shares			Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		50,000		$	5.49
Vested		(50,000	)		5.49
Non-vested at March 31, 2018		-		$	-

In conjunction with the sale of our Content Delivery business on December 31, 2017 (see Note 4 – Discontinued Operations), substantially all of the previously non-vested restricted stock awards (including 50,000 performance-based restricted stock awards) were accelerated to vest as a result of a change of control as determined by our Board of Directors resulting in share-based compensation expense of $1,745 for the three months ending December 31, 2017. In January 2018, we allowed for the net settlement of certain of these awards for the payment of payroll taxes due to certain non-Section 16 employees. Such net settlement resulted in the Company acquiring and retiring 41,566 shares of its common stock.

Additionally, one of our independent directors resigned from the Board of Directors, effective on December 31, 2017 (see Note 14 – Commitments and Contingencies – Resignation of Directors) and we accelerated the vesting of 7,500 shares of previously non-vested restricted stock held by that director. This acceleration of vesting resulted in incremental stock compensation expense of $43 during the three months ended December 31, 2017. As of March 31, 2018, 22,500 restricted stock awards granted to our three remaining directors who received restricted shares in November 2017 remain outstanding and subject to their original time-based vesting schedule, as the Board determined these shares should not vest upon the sale of our Content Delivery business.

In conjunction with the resignation of three of our independent directors in July 2017 (see Note 14 – Commitments and Contingencies – Resignation of Directors), we accelerated the vesting of 5,400 shares of restricted stock held by each of the resigning directors. This acceleration of vesting resulted in incremental stock compensation expense of $37 during the nine months ended March 31, 2018.

All remaining share-based compensation expense for the three and nine-month periods ended March 31, 2018 and 2017 resulted from vesting of shares over their respective vesting periods.

9. Pensions and Other Postretirement Benefits

Defined Contribution Plans

We maintain a retirement savings plan available to U.S. employees that qualifies as a defined contribution plan under Section 401(k) of the Internal Revenue Code. We match 50% of the first 5% of the participants’ compensation invested by the employee in the 401(k) plan. We made matching contributions of $4 and $4 during the three months ended March 31, 2018 and 2017, respectively, and $17 and $16 during the nine months ended March 31, 2018 and 2017, respectively.

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Defined Benefit Plans

The following table provides the components of net periodic pension cost of our German defined benefit pension plans recognized in earnings for the three and nine months ended March 31, 2018 and 2017:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Net Periodic Benefit Cost
Interest cost	$	19		$	13		$	55		$	38
Expected return on plan assets		(2	)		(4	)		(7	)		(11	)
Recognized actuarial loss		16			19			48			57
Net periodic benefit cost	$	33		$	28		$	96		$	84

We contributed $3 and $3 to our German defined benefit pension plans for the three months ending March 31, 2018 and 2017, respectively, and $11 and $10 for the nine months ending March 31, 2018 and 2017, respectively. We expect to make an additional, similar, quarterly contribution during the fourth quarter of our fiscal year 2018.

10. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	March 31, 2018		June 30, 2017
Accounts payable, trade	$	492	$	246
Accrued trade settlement		2,679		-
Accrued payroll, vacation and other employee expenses		168		1,240
Accrued Real-Time business sale transaction expenses		-		1,767
Unrecognized income from research and development tax credits		142		566
Accrued income taxes		11		415
Dividend payable		1		60
Other accrued expenses		259		227
	$	3,752	$	4,521

11. Stock Repurchase

On January 2, 2018, we purchased 41,566 shares of our common stock at an average price of $5.76 per share from certain employees whose restricted shares vested due to the change in control triggered by the sale of our Content Delivery business on December 31, 2017. The repurchase of shares was approved by the Board of Directors on a one-time basis to facilitate employees’ payment of payroll withholding taxes due upon vesting of the shares. Shares were repurchased from employees only to the extent required to fund minimum required withholding taxes based on the closing price nearest to the December 31, 2017 vest date. Section 16 officers were prohibited from participating in this employee share repurchase.

On March 5, 2018, we announced that our Board of Directors authorized the repurchase of up to one million shares of the Company’s common stock. As of March 31, 2018, we have repurchased 312,524 shares of our common stock under this repurchase plan at an average price of $5.12 per share. Repurchases may be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. Open market purchases may be made pursuant to trading plans subject to the restrictions and protections of Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

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12. Dividends

During the nine months ended March 31, 2018, our Board approved quarterly cash dividends as follows:

			Dividends Declared
Record Date	Payment Date	Type	Per Share		Total
September 12, 2017	September 26, 2017	Quarterly	$	0.12	$	1,187
December 14, 2017	December 28, 2017	Quarterly	$	0.12		1,191
				Total	$	2,378

On October 27, 2017, we announced the Board of Directors’ decision to suspend the Company’s quarterly dividend following the payment of the December 28, 2017 dividend to preserve the Company’s liquidity while the Investment Committee considers potential acquisition targets and alternative uses of the Company’s remaining assets, including the proceeds of the Vecima transaction. The Board of Directors will continue to regularly assess our allocation of capital and evaluate whether and when to reinstate the quarterly or other special dividend.

As a result of the sale of our Content Delivery business on December 31, 2017 (see Note 4 – Discontinued Operations) and the acceleration of vesting of substantially all of the previously non-vested restricted stock awards, substantially all of our accrued dividends became payable as of December 31, 2017 and were paid early in the third quarter of fiscal 2018. Current and non-current dividends payable consist of the following:

	March 31		June 30,
Dividends Payable	2018		2017
Current	$	1	$	60
Non-current		2		225
	$	3	$	285

For the nine months ended March 31, 2018, $8 of dividends payable were forfeited and returned to capital for restricted shares that were forfeited prior to meeting vesting requirements. Because the participants are not entitled to these dividends unless they complete the requisite service period for the shares to vest, they are not “participating dividends” as defined under ASC Topic 260-10, Earnings per Share.

13. Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss by component, net of taxes, for the nine months ended March 31, 2018:

	Pension and Postretirement Benefit Plans			Currency Translation Adjustments			Unrealized Gain / (Loss) on Investments			Total
Balance at June 30, 2017	$	(1,345	)	$	(1,545	)	$	-		$	(2,890	)
Other comprehensive income before reclassifications		(203	)		82			(311	)		(432	)
Amounts reclassified from accumulated other comprehensive income (loss)		48			-			-			48
Net current period other comprehensive income (loss)		(155	)		82			(311	)		(384	)
Balance at March 31, 2018	$	(1,500	)	$	(1,463	)	$	(311	)	$	(3,274	)

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14. Commitments and Contingencies

Severance Arrangements

Pursuant to the terms of the employment agreements with our executive officers and certain other employees, employment may be terminated by either the respective executive officer or us at any time. In the event the employee voluntarily resigns (except as described below) or is terminated for cause, compensation under the employment agreement will end. In the event an agreement is terminated by us without cause or in certain circumstances constructively by us, the terminated employee will receive severance compensation for a period from 6 to 12 months, depending on the employee, in an annualized amount equal to the respective employee's base salary then in effect. At March 31, 2018, the maximum contingent liability under these agreements is $437.

On January 30, 2018, the Company entered into a “First Amendment to Employment Agreement” with its CFO (the “First Amendment”) amending certain terms of the Employment Agreement entered into with its CFO on May 15, 2017. Pursuant to the First Amendment, the CFO’s employment will run through December 31, 2018 unless it is terminated earlier in accordance with the Employment Agreement. In the event of the CFO’s termination without “due cause” (as defined in the Employment Agreement), he will be entitled to receive a severance package consisting of (i) salary continuation payments for a period of twelve (12) months from the date of such termination at his most recent salary rate, (ii) the amount, if any, paid as an annual bonus in the year preceding termination, and (iii) COBRA continuation coverage under the Company’s hospitalization and medical plan and for the 12-month period following termination, he and his eligible dependents at the time of termination will be eligible to continue coverage at the same premium charged to active employees.

As a part of the First Amendment, if the CFO has a constructive termination of his employment without Due Cause during the term of the Employment Agreement, as amended, or within one year of a “change of control” (as defined in the Company’s Amended and Restated 2011 Stock Incentive Plan), subject to executing an irrevocable release, the CFO will be entitled to receive a severance package consisting of (i) salary continuation payments for a period of (A) nine (9) months in the event that the CFO provides written notice of a constructive termination to the Company prior to the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, or (B) twelve (12) months in the event that the CFO provides written notice of a constructive termination to the Company at any time during the period commencing on the day following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and ending on December 31, 2018, in either instance at his most recent salary rate, (ii) the amount, if any, paid as an annual bonus in the year preceding the CFO’s termination, and (iii) COBRA continuation coverage under the Company’s hospitalization and medical plan and for the 9-month or 12-month period, as the case may be, following termination he will be eligible to continue coverage, including his eligible dependents at the time of termination, at the same premium charged to active employees.

Separation of Chief Executive Officer

On December 31, 2017, the Company and its then president and CEO, Derek Elder, entered into a Separation and Consulting Agreement and General Release of Claims (the “Separation Agreement”), whereby his role as president and CEO of the Company terminated and he ceased to be a member of the Board of Directors and all committees thereof, effective on December 31, 2017. Mr. Elder’s separation from the Company did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to our operations, policies or practices. Under the Separation Agreement, Mr. Elder received the following payments in January 2018, all less applicable tax withholdings and deductions: (i) a lump sum cash severance payment of $558; (ii) $180, which equals the pro-rated portion of the maximum award payable to him under our annual incentive plan for the Company’s 2018 fiscal year; (iii) $19, which represents the difference between his monthly COBRA premium for himself and his eligible dependents who were covered under the Company's hospitalization and medical plan as of December 31, 2017 and the monthly premium that an active employee would pay for the same coverage as of December 31, 2017, multiplied by 12 and grossed up for estimated taxes; and (iv) the previously approved and announced $200 bonus payable on closing of the transaction with Vecima. In addition, all of Mr. Elder’s outstanding restricted stock awards and performance-based stock awards became fully vested on December 31, 2017 in accordance with the terms of the Company’s Amended and Restated 2011 Stock Incentive Plan.

Pursuant to the Separation Agreement, Mr. Elder will provide consulting services to the Company through December 31, 2018, unless the consulting term is terminated earlier in accordance with the terms of the Separation Agreement. As consideration for the consulting services, Mr. Elder will receive: (i) one payment of $218 on or about July 1, 2018; and (ii) an aggregate of $218 payable in six (6) substantially equal monthly installments during the period beginning on July 1, 2018 through December 31, 2018. In addition, Mr. Elder will be eligible to receive an “Incentive Transaction Bonus” (as defined in the Separation Agreement) upon the consummation of any acquisition of any entity or business (as defined in the Separation Agreement, a “Sourced Business”) by the Company that he sourced and introduced to the Company during the consulting term and is consummated on or before the 90th day following the termination of the consulting term (as defined by the Separation Agreement, a “Sourced Transaction”). The Incentive Transaction Bonus will equal the sum of (i) 1% of the total consideration paid by us for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the Net Asset Value (as defined in the Separation Agreement) of a subsequent sale of the Sourced Business by the Company that is consummated on or before the 5th anniversary of the closing of the Sourced Transaction. Each portion of the Incentive Transaction Bonus shall be paid in a lump sum cash payment no later than thirty (30) days following the consummation of the applicable transaction.

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The consideration paid to the CEO under the Separation Agreement is in lieu of any change of control or other consideration payable to him under his previous employment agreement. The Separation Agreement contains a general release of claims against us and other “Released Parties” by the CEO and a covenant not to sue such Released Parties. Pursuant to the Separation Agreement, the CEO is required to comply with certain restrictive covenants regarding non-disclosure of Company information, non-disparagement, non-competition and non-solicitation of our customers and employees.

Resignation of Directors

As reported in our Current Report on Form 8-K filed on July 14, 2017, three of our independent directors resigned from our Board of Directors and all committees, effective as of July 14, 2017. In connection therewith, the Board approved a reduction in the size of the Board of Directors from seven (7) to four (4) directors. The resignations of such directors did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to the Company’s operations, policies or practices. In connection with these resignations, we agreed to accelerate the vesting of 5,400 shares of restricted stock held by each of the resigning directors (including an aggregate of $7 of accrued dividends released upon the acceleration of the vesting of the restricted stock), and to make a one-time payment to each of the resigning directors of $52, which includes unpaid meeting fees through the date of resignation. Additionally, as reported in our Current Report on Form 8-K filed on July 31, 2017, the Board approved an increase in the size of the Board of Directors from four (4) to five (5) members and added one new independent director.

Another independent director, Robert Pons, tendered his resignation from the Board of Directors and all committees thereof effective December 31, 2017. The resignation of Mr. Pons did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to our operations, policies or practices. In connection with his release of any claims against us, we agreed to accelerate the vesting of 7,500 shares of restricted stock held by Mr. Pons as of December 31, 2017. As reported in our Quarterly Report on Form 10-Q filed on February 14, 2018, Mr. Pons was replaced by the addition of a new independent director on February 8, 2018.

In connection with Mr. Pons’ resignation from the Board of Directors, we entered into a Consulting Agreement (the “Consulting Agreement”) with Spartan Advisors, Inc. ("Spartan"), a corporation owned and controlled Mr. Pons. Pursuant to the Consulting Agreement, Spartan will provide consulting services to us as reasonably requested by the Board of Directors, which services shall include identifying and presenting investment opportunities to the Company within the parameters provided by the Board from time to time. During the term of the Consulting Agreement, which will run from January 1, 2018 through December 31, 2018 unless terminated earlier in accordance with its terms, Spartan will be paid an aggregate of $85,000 in twelve monthly installments. Spartan will also be eligible to receive an “Incentive Transaction Bonus” (as defined in the Consulting Agreement upon the consummation of any acquisition (as defined in the Consulting Agreement, a “Sourced Transaction”) of an entity or business (as defined in the Consulting Agreement, a “Sourced Business”) by us that Spartan sourced and introduced to us during the term of the Consulting Agreement. Any transaction bonus payable to Spartan will equal the sum of (i) 1% of the total consideration paid by us for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the “Net Asset Value” (as defined in the Consulting Agreement) of any subsequent sale of the Sourced Business by the Company. Each portion of the Incentive Transaction Bonus shall be paid in a lump sum cash payment no later than thirty (30) days following the consummation of the applicable transaction. Spartan will also receive 7,500 shares of restricted units of common stock of the Company, which will vest in equal installments on the first, second, and third anniversary of the Consulting Agreement.

15. Subsequent Events

From April 1, 2018 through May 3, 2018 we purchased an additional 354,336 shares of the Company’s stock at an average price of $5.03 per share under our stock purchase plan further described in footnote 11.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and the related notes thereto which appear elsewhere herein. Except for the historical financial information, many of the matters discussed in this Item 2 may be considered “forward-looking” statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section below entitled “Cautionary Note Regarding Forward-Looking Statements,” elsewhere herein and in other filings made with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended June 30, 2017.

References herein to “CCUR Holdings,” the “Company,” “we,” “our” or “us” refer to CCUR Holdings, Inc. and its subsidiaries unless the context specifically indicates otherwise.

References to our Form 10-K made throughout this document refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 as filed with the SEC on September 20, 2017.

Overview

On December 31, 2017, we completed the sale of our Content Delivery business to Vecima. Prior to this transaction, we sold streaming, video processing and storage products and services to media service providers to support consumer-facing video applications including live broadcast video, video-on-demand and time-shifted television services such as cloud-based digital video recording.

In May 2017, we sold our Real-Time business to the RT Purchaser. The Real-Time business provided real-time Linux operating system variants, development and performance optimization tools, simulation software and other system software combined, in many cases, with computer platforms and services. Prior to the sale, we sold our Real-Time business products to a wide variety of companies seeking high performance, real-time computer solutions in the defense, aerospace, financial and automotive markets around the world.

Having divested both our Real-Time and Content Delivery businesses, we are now in the process of evaluating opportunities intended to maximize the value of our remaining assets, which consist primarily of cash and cash equivalents, available-for-sale investments, escrow funds receivable, and approximately $56 million in U.S. federal net operating loss carryforwards. This process includes the evaluation of opportunities to invest in or acquire one or more operating businesses intended to provide appreciation in value, thereby enhancing the Company’s liquidity, and potentially allowing us greater ability to utilize existing net operating loss carryforwards. If the Investment Committee is unable to identify a suitable acquisition target that is appropriately valued, we may consider alternatives for returning capital to stockholders while we wind up our affairs. If we wind up our affairs and liquidate under applicable law, our net operating loss carryforwards will be forfeited. Our operating expenses during this evaluation period are limited to the cost of three employees, supported by contractors and former employees providing IT and accounting support under a transition services agreement with Vecima, audit and tax fees, legal fees, board of directors’ fees, fees to third parties engaged to find suitable investment targets, and various other expenses associated with maintaining our public filings.

Results of our Content Delivery and Real-Time businesses are retrospectively reflected as discontinued operations in our consolidated financial statements for all periods presented (see Note 4 to the condensed consolidated financial statements).

Recent Events

Pursuant to the Escrow Agreement we entered into with Vecima on December 15, 2017, we received $29.02 million on the December 31, 2017 closing date, based upon the agreed upon sale price, which included $1.47 million for previously estimated working capital expected to transfer to Vecima above an agreed upon working capital target. During the third quarter of our fiscal 2018, we and Vecima finalized the calculation of net working capital of the Content Delivery business as of December 31, 2017. We and Vecima agreed that the surplus net working capital transferred to Vecima under the CDN APA was $812 thousand, and as a result, we returned $658 thousand to Vecima. We reduced our gain on the sale of the Content Delivery business reported during the period ended December 31, 2017 by the amount of the final post-closing working capital adjustment, so our third quarter return of excess working capital payment did not result in an additional third quarter adjustment to our gain on the transaction. Pursuant to our Escrow Agreement with Vecima, $1.45 million of the purchase price (not included above) will be held by SunTrust Bank as security for our indemnification obligations to Vecima under the CDN APA, which amount will be released to us on or before December 31, 2018 (less any portion used to make indemnification payments to Vecima).

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The closing of the sale of the Content Delivery business to Vecima resulted in a “change in control” under our Amended and Restated 2011 Stock Incentive Plan. As a result, we have recognized the acceleration of the vesting and the lapse of restrictions on substantially all restricted stock granted under our Amended and Restated 2011 Stock Incentive Plan and payment of any associated accrued dividends in connection with the consummation of the sale of the Content Delivery business to Vecima.

On December 31, 2017 we entered into a Separation and Consulting Agreement and General Release of Claims with Derek Elder, whereby Mr. Elder’s role as president and CEO of the Company terminated and he ceased to be a member of our Board of Directors and all committees thereof, effective on December 31, 2017. Mr. Elder’s separation from the Company did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to the Company’s operations, policies or practices. In addition, as described more fully in Item 1, Section 12 herein, on December 31, 2017, an independent member of our Board of Directors, Robert Pons, tendered his resignation from the Board of Directors and all committees thereof. Mr. Pons’ resignation from the Board of Directors did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to the Company’s operations, policies or practices.

On January 2, 2018, we changed our Company name to “CCUR Holdings, Inc.” and launched a new website located at www.ccurholdings.com. Effective March 27, 2018, we transitioned to trading on the OTCQB Venture Market under the same “CCUR” ticker symbol that we previously traded under on the Nasdaq market.

On February 8, 2018, the Board of Directors appointed Mr. David Nicol as a new board member and appointed Mr. Nicol as Audit Committee Chairman, and Audit Committee Financial Expert, replacing Wayne Barr, Jr. in those positions, and as a member of the Compensation and Nominating committees. Mr. Nicol is a seasoned Board Director and advisor for technology-based businesses who currently serves on three other boards, two privately held and one public, the latter for which he chairs both Audit and Compensation Committees. Mr. Nicol is an active member of the National Association of Corporate Directors and Financial Executives International.

On February 13, 2018, Mr. Wayne Barr, most recently the Chairman of the Board, was appointed to a new position as Executive Chairman, President and CEO of the Company on an interim basis to fill the vacancy left after the departure of the Company’s former CEO and President on December 31, 2017. In connection with Mr. Barr’s new interim role, he resigned from his memberships on the Audit, Compensation and Nominating committees. Mr. Barr will continue to serve on the Investment Committee and in his capacity as Executive Chairman, Mr. Barr will continue to serve as and execute the duties of the Chairman of the Board. In his capacity as CEO and President, Mr. Barr shall perform, on a consultant basis, the senior executive officer and managerial job duties customary to such position and other duties as designated by the Board of Directors.

On March 5, 2018, we announced that our Board of Directors has authorized the repurchase of up to one million shares of the Company’s common stock. Repurchases will be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. Open market purchases may be made pursuant to trading plans subject to the restrictions and protections of Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

On March 26, 2018, we announced that we received notice from the Nasdaq that our stock would be suspended from trading on The Nasdaq Stock Market as of the open of business on March 27, 2018 and that the Nasdaq is taking necessary action to delist our stock from The Nasdaq Stock Market. As previously announced, the Company received a Nasdaq Staff Determination Letter (the “Staff Determination”) on January 4, 2018 stating that the Nasdaq Staff had determined that the Company was a “public shell” under applicable Nasdaq criteria and thus delisting of its stock was warranted. The Company appealed the Staff Determination and obtained additional time through May 15, 2018 for continued listing, subject to its ability to satisfy the Nasdaq that it was not a “public shell” and that its continued listing was warranted. On March 21, 2018, the Company informed the Nasdaq that the Company was unlikely to be able to demonstrate compliance with the Nasdaq listing criteria within the prescribed timeframe, and on March 23, 2018, the Nasdaq notified the Company of its decision to suspend the Company’s trading and take necessary actions to delist the Company’s stock.

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On March 27, 2018, we announced that our stock would commence trading on the OTCQB Venture Market as of the open of business on March 27, 2018.

Results of Operations for the Three months ended March 31, 2018 Compared to the Three months ended March 31, 2017

General and Administrative. General and administrative expenses were $1.2 million for the three months ended March 31, 2018, a decrease of $1.0 million, or 45.9%, from $2.2 million for the prior year period. This decrease was primarily due to approximately $0.9 million in legal and accounting fees that we incurred in the third quarter of our prior year related to the transaction to sell our Real-Time business that was not consummated until the fourth quarter of the prior fiscal year. Additionally, our third quarter of fiscal 2018 share based compensation expense decreased by approximately $0.1 million relative to the same period in the prior year due to 1) the acceleration of restricted share vesting that occurred with the change of control triggered by the sale of our Content Delivery business as of December 31, 2017 and 2) the limited number of remaining share-based compensation participants following the sale of both our Content Delivery and Real-Time businesses.

Interest Income. Interest income in both periods is comprised primarily of interest income on available-for-sale investments. Interest income increased in the current period relative to the prior period due to our increase in cash and available-for-sale investments as a result of the sales of our Content Delivery business in December 2017 and Real-Time business in May 2017.

(Benefit) Provision for Income Taxes. We recorded a consolidated income tax benefit of $0.2 million for the three months ended March 31, 2018 compared to a $10 thousand consolidated income tax expense in the prior year period. The domestic income tax benefit in the current period was primarily due to the favorable impact of the Tax Cuts and Jobs Act that was enacted on December 22, 2017, specifically regarding refundability of previously paid alternative minimum tax incurred in the current and prior year periods.

Loss from Continuing Operations. Our loss from continuing operations for the three months ended March 31, 2018 was $0.8 million, or $0.09 loss per basic and diluted share, compared to a net loss from continuing operations for the three months ended March 31, 2017 of $2.2 million, or $0.24 loss per basic and diluted share.

(Loss) Income from Discontinued Operations, Net of Income Taxes. During the three months ended March 31, 2018, we incurred approximately $0.2 million of additional legal, disclosure, and income tax expenses related to the sale of our Content Delivery business. Prior year income from discontinued operations, net of income taxes was attributable to both our Content Delivery business, which we sold in December 2017, and our Real-Time business, which we sold in May 2017.

We recorded $0.2 million and $0.1 million of income tax expense within our Discontinued Operations during the three months ended March 31, 2018 and 2017, respectively. The income tax expense in both periods is primarily related to U.S. State income tax expense and foreign income tax expense in jurisdictions where we do not have available NOLs. We have adequate federal net operating loss carryforwards (“NOLs”) to offset the taxable income generated by the sale of our Content Delivery business during the three months ended March 31, 2018; however we do not have adequate State NOLs to offset all of our taxable state income generated by the sale of our Content Delivery business.

Results of Operations for the Nine months ended March 31, 2018 Compared to the Nine months ended March 31, 2017

General and Administrative. General and administrative expenses were $6.5 million for the nine months ended March 31, 2018, an increase of $1.3 million, or 26.3%, from $5.2 million for the prior year period. This increase was primarily due to (1) $1.6 million in additional share-based compensation expenses resulting primarily from the acceleration of restricted share award vesting due to the sale of our Content Delivery business on December 31, 2017, (2) $0.8 million in additional severance expense primarily related to our former CEO and another senior employee that did not transfer to the Content Delivery business, and (3) $0.5 million in bonuses related to the completion of the sale of our Content Delivery business. These cost increases were partially offset by $1.2 million of lower legal fees related to the following: 1) legal services incurred in advance of the transaction to sell our Real-Time business in the fourth quarter of the prior fiscal year, and 2) prior year stockholder activism and activity. Additionally, we reduced our nine-month period-over-period accounting fees and personnel costs by $0.3 million and $0.1 million, respectively, resulting from lower operating activity and efforts to reduce our operating costs. Following the close of the Content Delivery business on December 31, 2017, which generated many of the aforementioned transaction costs, we anticipate our operating expenses to be lower in the fourth quarter of our fiscal year 2018. We have reduced our staff to minimal levels while we look for strategic investment opportunities.

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Interest Income. Interest income in both periods is comprised primarily of interest income available-for-sale investments. Interest income increased in the current period relative to the prior period due to our increase in cash and available-for-sale investments as a result of the sale of our Real-Time business in May 2017 and Content Delivery business in December 2017.

(Benefit) Provision for Income Taxes. We recorded a consolidated income tax benefit of $1.1 million for the nine months ended March 31, 2018 compared to a $31 thousand consolidated income tax expense in the prior year period. The domestic income tax benefit in the current period was primarily due to the favorable impact of the Tax Cuts and Jobs Act that was enacted on December 22, 2017, specifically regarding refundability of previously paid alternative minimum tax incurred in the current and prior year periods.

Loss from Continuing Operations. Our loss from continuing operations for the nine months ended March 31, 2018 was $5.1 million, or $0.53 loss per basic and diluted share, compared to a net loss for the nine months ended March 31, 2017 of $5.2 million, or $0.56 loss per basic and diluted share. The period-over-period decrease in basic and diluted loss per share resulted from a period-over period increase in weighted average shares outstanding.

(Loss) Income from Discontinued Operations, Net of Income Taxes. We sold our Content Delivery business on December 31, 2017 and our Real-Time business in May 2017. As a result, the $22.9 million of income from discontinued operations, net of income taxes includes a $22.6 million gain on the sale of our Content Delivery business during the nine months ended March 31, 2018.

We recorded $0.8 million and $0.4 million of income tax expense within our Discontinued Operations during the nine months ended March 31, 2018 and 2017, respectively. The income tax expense in both periods is primarily related to U.S. State income tax expense and foreign income tax expense in jurisdictions where we do not have available NOLs. We have adequate federal NOLs to offset the taxable income generated by the sale of our Content Delivery business during the nine months ended March 31, 2018; however we do not have adequate State NOLs to offset all of our taxable state income generated by the sale of our Content Delivery business.

Liquidity and Capital Resources

Our future liquidity will be affected by, among other things:

· our future access to capital;

· our exploration and evaluation of strategic alternatives;

· the number of countries in which we operate, which may require maintenance of minimum cash levels in each country and, in certain cases, may restrict the repatriation of cash, by requiring us to maintain levels of capital;

· our ongoing operating expenses; and

· potential liquidation of the company pursuant to an organized plan of liquidation.

Uses and Sources of Cash

Cash Flows from Operating Activities

We used $7.6 million and generated $2.2 million of cash from operating activities during the nine months ended March 31, 2018 and 2017, respectively. Operating cash flows during the nine months ending March 31, 2018 were primarily attributable to the timing of payments made against our accounts payable to settle the previous year’s transaction costs related to the sale of our Real-Time business, inventory purchases and accrued compensation, coupled with losses from continuing operations. Operating cash flows during the nine months ended March 31, 2017 were primarily attributable to the collection of accounts receivable for sales shipped late in the prior year, offset by the current period net loss.

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Cash Flows from Investing Activities

During the nine months ended March 31, 2018, we generated $28.3 million of cash from the sale of our Content Delivery business and $11.7 million of cash from the maturity of available-for-sale securities. During the same period, we invested $18.6 million in available-for-sale investments. Subsequent to the sale of our Content Delivery business, we broadened our investment portfolio from mostly short-term government securities and commercial paper to also include corporate debt and equity securities. This shift in investments was for the purpose of improving our return on the proceeds from the recent sales of our operating businesses while we evaluate strategic alternatives. During the same period in the prior year, we invested $2.4 million in highly liquid commercial paper and U.S. Treasury bills with original maturities of more than 3 months but no more than 12 months.

We invested $0.3 million and $0.7 million in property and equipment during the nine months ended March 31, 2018 and 2017, respectively. Capital additions during each of these periods were primarily related to: (1) development and test equipment for our development groups and (2) demonstration systems used by our sales and marketing group. We have no plans for material capital expenditures for the remaining periods of our 2018 fiscal year.

Cash Flows from Financing Activities

On January 2, 2018, we purchased 41,566 shares from certain non-Section 16 employees whose shares vested due to the change in control triggered by the sale of our Content Delivery business on December 31, 2017. The $239 thousand repurchase of shares at $5.76 per share was approved by the Board of Directors on a one-time basis to facilitate employees’ payment of payroll withholding taxes due upon vesting of the shares. Shares were repurchased from employees only to the extent required to fund minimum required withholding taxes based on the closing price nearest to the December 31, 2017 vest date.

On March 5, 2018, we announced that our Board of Directors has authorized the repurchase of up to one million shares of the Company’s common stock. Repurchases will be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. Open market purchases may be made pursuant to trading plans subject to the restrictions and protections of Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended. We repurchased 312,524 shares for a total cost of $1.6 million during the period ended March 31, 2018.

We paid two quarterly cash dividends, each for $0.12 per share, during the first two quarters of our nine-month period ended March 31, 2018, compared to three quarterly cash dividends, each for $0.12 per share, for each of the three quarters of our nine-month period ended March 31, 2017. We also paid less than $0.1 million of dividends that had been held as dividends payable from previous declarations to restricted stockholders for whom restrictions lapsed during each period. Additionally, in January 2018, as a result of the acceleration of vesting of substantially all of our previously unvested restricted stock triggered by the sale of our Content Delivery business, we paid $0.3 million of previously accrued dividends in January 2018. On October 27, 2017, we announced the Board of Directors’ decision to suspend future dividends after the payment of the December 2017 quarterly dividend while the Board of Directors and its Investment Committee consider potential acquisition targets and alternative uses of our remaining assets.

Although we do not have any outstanding debt or borrowing facilities in place at March 31, 2018, we periodically review the need for credit arrangements. Based upon our existing cash balances, historical cash usage, and anticipated operating cash flow in the near term, we believe that existing cash balances will be sufficient to meet our anticipated working capital, capital expenditure requirements and any dividend payments for at least the next twelve months from the date of issuance of this quarterly report.

We had working capital (current assets less current liabilities) of $62 million and $61.1 million of cash, cash equivalents and available-for-sale investments at March 31, 2018, compared to working capital of $45.3 million and $42.3 million cash, cash equivalents and available-for-sale investments at June 30, 2017. At March 31, 2018, we had no material commitments for capital expenditures.

30

As of March 31, 2018, less than 0.1% of our cash is in foreign accounts and there is no expectation that any foreign cash would need to be transferred from these foreign accounts to cover U.S. operations in the next 12 months. Based upon our existing cash balances and available-for-sale-term investments, historical cash usage, and anticipated operating cash flow in the current fiscal year, we believe that existing U.S. cash balances will be sufficient to meet our anticipated working capital requirements for at least the next 12 months.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements as of March 31, 2018.

Critical Accounting Policies and Estimates

The SEC defines “critical accounting estimates” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies and estimates are disclosed under the section “Application of Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017. Most of our critical accounting policies and estimates have been impacted by the sale of our Content Delivery business on December 31, 2017.

Recent Accounting Guidance

See Note 2 – Recent Accounting Guidance to our accompanying condensed consolidated financial statements for a full description of recent accounting standards including the respective expected dates of adoption and the expected effects on our consolidated results of operations and financial condition.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made or incorporated by reference in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the federal securities laws. When used or incorporated by reference in this report, the words “believes,” “expects,” “estimates,” “anticipates,” and similar expressions, are intended to identify forward-looking statements. Statements regarding future events and developments, our future performance, market share, new market growth, payment of dividends, ability to utilize our net deferred tax assets and availability of earnings and profits with respect to dividend income, as well as our expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of our forward-looking statements in this report include, but are not limited to, our potential liability for any indemnification claim related to the sale of the Real-Time business or Content Delivery business and the timing of release of amounts subject to escrow in connection with either transaction; the ability of the Board of Directors and Investment Committee to identify a suitable acquisition target and the Company’s ability to consummate a transaction with such target; the impact of any strategic initiatives we may undertake; the impact of the current reestablishment of and potential for future release of our tax valuation allowances on future income tax provisions and income taxes paid; expected level of capital additions; our expected cash position; the impact of interest rate changes and fluctuation in currency exchange rates; our sufficiency of cash; and the impact of litigation and the payment of dividends. These statements are based on beliefs and assumptions of our management, which are based on currently available information. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. The risks and uncertainties which could affect our financial condition or results of operations include, without limitation: uncertainty caused by the Company’s suspension of trading on The Nasdaq Stock Market and transfer of stock listing to the OTCQB Market; the process of evaluation of strategic alternatives; the Company’s ability to compete with experienced investors in the acquisition of one or more businesses, our ability to utilize net operating losses to offset cash taxes in the event of an ownership change as defined by the Internal Revenue Service; changes in and related uncertainties caused by changes in applicable tax laws, the current challenging macroeconomic environment; continuing unevenness of the global economic recovery; and the availability of debt or equity financing to support any liquidity needs; global terrorism; earthquakes, tsunamis, floods and other natural disasters.

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Other important risk factors that could cause actual results to differ from any forward-looking statements made in this report are discussed in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed on September 20, 2017 and the section titled “Risk Factors Relating to the Proposal to Approve the Asset Sale” in our Definitive Proxy Statement filed on November 6, 2017.

Our forward-looking statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Pursuant to Item 305(e) of Regulation S-K (Section 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company” as defined by Rule 229.10(f)(1).

We are exposed to market risk from changes in interest rates and foreign currency exchange rates. We are exposed to the impact of interest rate changes on our short-term cash investments. We maintain a small amount of cash balances in foreign countries. Our most significant foreign currency exposure relates to the U.K. and Germany. We do not hedge against fluctuations in exchange rates.

Item 4. Controls and Procedures

Evaluation of Controls and Procedures

We conducted an evaluation as of March 31, 2018, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were effective as of March 31, 2018.

Changes in Internal Control

There were no changes to our internal controls over financial reporting during the quarter ended March 31, 2018 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are not presently involved in any material litigation. However, we are, from time to time, party to various routine legal proceedings arising out of our business.

Item 1A. Risk Factors

Additional risk factors are discussed in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed on September 20, 2017, our Quarterly Report on Form 10-Q for the period ended December 31, 2017 filed on February 14, 2018, and in “Risk Factors Relating to the Proposal to Approve the Asset Sale” of our Definitive Proxy Statement filed on November 6, 2017. Except as discussed below, there have been no material changes to our risk factors as previously disclosed.

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Trading on the OTCQB Venture Marketplace may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTCQB Venture Marketplace operated by the OTC Markets Group. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a stock exchange like the Nasdaq Stock Market or New York Stock Exchange. Accordingly, our stockholders may have difficulty reselling any of their shares.

We may be unable to relist our common stock on the Nasdaq Stock Market or any other exchange.

In order to have our common stock resume trading on the Nasdaq Stock Market or another exchange, we will need to reapply to Nasdaq or such other exchange to have our stock listed. The application process can be lengthy, and there is no assurance that Nasdaq or such other exchange will relist our common stock. If we are unable to relist our common stock, or even if our common stock is relisted, no assurance can be provided that an active trading market will develop or, if one develops, will continue.

Changes in market conditions may impact any stock repurchases, and stock repurchases could increase the volatility of the price of our common stock.

On March 5, 2018, we announced that our Board of Directors has authorized the repurchase of up to 1 million shares of the Company’s common stock. Repurchases will be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. To the extent the Company engages in stock repurchases, such activity is subject to market conditions, such as the trading prices for our stock, as well as the terms of any stock purchase plans intended to comply with Rule 10b5-1 or Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors, in its discretion, may resolve to discontinue stock repurchases at any time.

Any repurchases pursuant to our stock repurchase program could affect our stock price and add volatility. There can be no assurance that the repurchases will be made at the best possible price. The existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. There can be no assurance that stock repurchases will create value for stockholders because the market price of the stock may decline significantly below the levels at which we repurchased shares of stock. Our stock purchase program is intended to deliver stockholder value over the long-term, but short-term stock price fluctuations can reduce the program’s effectiveness.

Recently enacted tax legislation may impact our ability to fully utilize any net operating loss carryforwards generated after 2017 to fully offset our taxable income in future periods.

On December 22, 2017, tax legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA”) was enacted. Beginning in 2018, the TCJA generally will, among other things, permit us to offset only 80% (rather than 100%) of our taxable income with any net operating losses we generate after 2017. Net operating losses subject to these limitations may be carried forward by us for use in later years, subject to these limitations. These tax law changes could have the effect of causing us to incur income tax liability sooner than we otherwise would have incurred such liability or, in certain cases, could cause us to incur income tax liability that we might otherwise not have incurred, in the absence of these tax law changes. The TCJA also includes provisions that, beginning in 2018, reduce the maximum federal corporate income tax rate from 35% to 21% and eliminate the alternative minimum tax, which would lessen any adverse impact of the limitations described in the preceding sentences.

We may be subject to lawsuits relating to Section 16 of the Exchange Act based on certain transactions in our common stock and derivative securities referencing our common stock.

In the past, our largest stockholder, JDS1, LLC has disgorged “short-swing” profits to the Company, which is a term that describes certain profits of Section 16 reporting persons realized from transactions in common stock or derivative securities during a specified time period that are subject to disgorgement under Section 16 of the Exchange Act. The Company continuously reviews transactions by JDS1, LLC (and other Section 16 reporting persons to the extent such transactions occur) in our common stock and derivative securities referencing our common stock for additional transactions that may be subject to Section 16 and require disgorgement. We have received letters from lawyers purporting to represent stockholders of the Company regarding additional transactions of JDS1, LLC. Our Board of Directors has established a special committee consisting of directors David Nicol and Dilip Singh to review whether any additional amounts are subject to disgorgement from JDS1, LLC under Section 16 of the Exchange Act and to oversee recovery of any such amounts. While the Company has taken the steps described above to address transactions of Section 16 reporting persons, there can be no assurance that related litigation will not arise, including litigation initiated by the stockholders that have contacted the Company regarding these transactions. Any related litigation that arises may require the Company to expend significant financial and managerial resources.

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Equity Price Risk

We are exposed to market risk primarily through changes in fair value of available-for-sale fixed maturity and equity securities in which the Company invests. We follow an investment strategy approved by our Board of Directors’ Investment Committee which sets certain restrictions on the amount of securities that we may acquire and our overall investment strategy.

Market prices for fixed maturity and equity securities are subject to fluctuation, as a result, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from perceived changes in the underlying economic characteristics of the investee, the relative price of alternative investments and general market conditions. Because our fixed maturity and equity securities are classified as available-for-sale, the hypothetical decline would not affect current earnings except to the extent that the decline reflects an other-than-temporary impairment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

c. Purchases of Equity Securities by the Issuer and affiliated purchasers.

					Total Number of
					Shares Purchased		Maximum Number
	Total Number		Average Price		as Part of the		of Shares that May
	of Shares		Paid		Publicly Announced		Yet Be Purchased
Period	Purchased		Per Share		Program		Under the Program
January 2018 (1)		41,566	$	5.76		-
March 2018 (2)		312,524	$	5.12		312,524		687,476
Total		354,090	$	5.20		312,524		687,476

(1) On January 2, 2018, the Company purchased 41,566 shares from certain employees whose shares vested due to the change in control triggered by the sale of our Content Delivery business on December 31, 2017. The repurchase of shares was approved by the Board of Directors on a one-time basis to facilitate employees’ payment of payroll withholding taxes due upon vesting of the shares. Shares were repurchased from employees only to the extent required to fund minimum required withholding taxes based on the closing price nearest to the December 31, 2017 vest date. Section 16 officers were prohibited from participating in this employee share repurchase.

(2) On March 5, 2018, the Company announced its Board of Directors authorized the repurchase of up to one million shares of the Company’s common stock. Repurchases may be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. Open market purchases are made pursuant to trading plans subject to the restrictions and protections of Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

From April 1 through May 3, 2018, we repurchased an additional 354,336 shares of our common stock, bringing the total shares repurchased this fiscal year to 708,426 at average of $5.12 (of which 666,860 shares were repurchased under the stock repurchase plan described in footnote 2 above).

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

Item 6. Exhibits

Exhibit	Description of Document
2.1	Asset Purchase Agreement dated as of October 13, 2017, by and between Concurrent Computer Corporation and Vecima Networks Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2017).
2.2	Escrow Agreement, dated as of December 15, 2017, by and among Concurrent Computer Corporation, Vecima Networks Inc., and SunTrust Bank (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 15, 2017).
2.3	Non-Competition and Non-Solicitation Agreement, dated as of December 15, 2017, by and between Concurrent Computer Corporation and Vecima Networks Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 15, 2017).
3.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-2 (No. 33-62440)).
3.2	Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEFR14A filed on June 2, 2008).
3.3	Certificate of Amendment to its Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 30, 2011).
3.4	Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
3.5	Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
3.6	Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
3.7	Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
3.8	Certificate of Designations of Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 1, 2016).
3.9	Certificate of Amendment to the Restated Certificate of Incorporation of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 7, 2016).
3.10	Certificate of Elimination of Series B Participating Preferred Stock of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 7, 2016).
3.11	Certificate of Amendment to the Restated Certificate of Incorporation of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 31, 2017).
3.12	Certificate of Amendment to Restated Certificate of Incorporation dated as of January 2, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2018).
3.13	Amended and Restated Bylaws of CCUR Holdings, Inc., as adopted on January 2, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2018).

35

10.1	Amended Consent and Limited Waiver to Board Representation and Standstill Agreement, dated as of February 15, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 15, 2018).
10.2†**	Consulting Agreement between CCUR Holdings, Inc. and Wayne Barr, Jr., dated as of February 13, 2018.
10.3†	Separation and Consulting Agreement and General Release of Claims between Concurrent Computer Corporation and Derek Elder, dated as of December 31, 2017 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on January 2, 2018)
10.4†	Consulting Agreement between Concurrent Computer Corporation and Spartan Advisors, Inc., dated as of January 1, 2018 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on January 2, 2018)
10.5†	First Amendment to Employment Agreement dated January 30, 2018 between CCUR Holdings, Inc. and Warren Sutherland (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2018).
10.6†	Schedule of Officers who have entered into the Form Indemnification Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).
10.7†**	Amended and Restated 2011 Stock Incentive Plan (as amended on February 8, 2018 by the Board of Directors solely to reflect the Company’s name change effective January 2, 2018).
11.1*	Statement Regarding Computation of Per Share Earnings.
31.1**	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Schema Document.
101.CAL**	XBRL Calculation Linkbase Document.
101.DEF**	XBRL Definition Linkbase Document.
101.LAB**	XBRL Labels Linkbase Document.
101. PRE**	XBRL Presentation Linkbase Document.

^† Indicates management contract or compensatory plan.

* Required earnings per share data is provided in the Notes to the condensed consolidated financial statements in this report.

** Included herewith.

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  May 4, 2018 CCUR Holdings, Inc.

By:	/s/ Warren Sutherland
	Warren Sutherland
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

37

Exhibit Index

Exhibit	Description of Document
2.1	Asset Purchase Agreement dated as of October 13, 2017, by and between Concurrent Computer Corporation and Vecima Networks Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2017).
2.2	Escrow Agreement, dated as of December 15, 2017, by and among Concurrent Computer Corporation, Vecima Networks Inc., and SunTrust Bank (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 15, 2017).
2.3	Non-Competition and Non-Solicitation Agreement, dated as of December 15, 2017, by and between Concurrent Computer Corporation and Vecima Networks Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 15, 2017).
3.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-2 (No. 33-62440)).
3.2	Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEFR14A filed on June 2, 2008).
3.3	Certificate of Amendment to its Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 30, 2011).
3.4	Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
3.5	Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
3.6	Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
3.7	Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
3.8	Certificate of Designations of Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 1, 2016).
3.9	Certificate of Amendment to the Restated Certificate of Incorporation of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 7, 2016).
3.10	Certificate of Elimination of Series B Participating Preferred Stock of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 7, 2016).
3.11	Certificate of Amendment to the Restated Certificate of Incorporation of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 31, 2017).
3.12	Certificate of Amendment to Restated Certificate of Incorporation dated as of January 2, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2018).
3.13	Amended and Restated Bylaws of CCUR Holdings, Inc., as adopted on January 2, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2018).

38

10.1	Amended Consent and Limited Waiver to Board Representation and Standstill Agreement, dated as of February 15, 2018 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 15, 2018).
10.2†**	Consulting Agreement between CCUR Holdings, Inc. and Wayne Barr, Jr., dated as of February 13, 2018.
10.3†	Separation and Consulting Agreement and General Release of Claims between Concurrent Computer Corporation and Derek Elder, dated as of December 31, 2017 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on January 2, 2018)
10.4†	Consulting Agreement between Concurrent Computer Corporation and Spartan Advisors, Inc., dated as of January 1, 2018 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on January 2, 2018)
10.5†	First Amendment to Employment Agreement dated January 30, 2018 between CCUR Holdings, Inc. and Warren Sutherland (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2018).
10.6†	Schedule of Officers who have entered into the Form Indemnification Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).
10.7†**	Amended and Restated 2011 Stock Incentive Plan (as amended on February 8, 2018 by the Board of Directors solely to reflect the Company’s name change effective January 2, 2018).
11.1*	Statement Regarding Computation of Per Share Earnings.
31.1**	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Schema Document.
101.CAL**	XBRL Calculation Linkbase Document.
101.DEF**	XBRL Definition Linkbase Document.
101.LAB**	XBRL Labels Linkbase Document.
101. PRE**	XBRL Presentation Linkbase Document.

^† Indicates management contract or compensatory plan.

* Required earnings per share data is provided in the Notes to the condensed consolidated financial statements in this report.

** Included herewith.

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) between CCUR Holdings, Inc., a Delaware corporation (the “Company”), and WAYNE BARR, JR. (“Consultant”) is entered into as of February 13, 2018 (the “Effective Date”). The signatories to this Agreement may be referred to collectively as the “Parties” and individually as a “Party.”

WHEREAS, Consultant is currently a member and Chairman of the Company’s Board of Directors (the “Board”);

WHEREAS, effective on the Effective Date, in addition to service as the Chairman of the Company’s Board, Consultant desires to serve as the Interim Chief Executive Officer and President of the Company; and

WHEREAS, the Company desires to retain Consultant to serve as the Interim Chief Executive Officer and President of the Company in addition to his service as the Chairman of the Company’s Board, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.           Consulting Relationship.

(a)          Services. During the Consulting Term (as defined in Section 1(b), below), Consultant agrees to provide certain advisory and consulting services (the “Services”) to the Company as reasonably requested by the remaining members of the Company’s Board of Directors (the “Independent Directors”), which services shall include identifying, researching and presenting investment opportunities to the Independent Directors. Consultant agrees to attend such meetings or calls with the Company representatives, members of the Board, the Company clients, the Company stockholders, analysts and the media as the Company may reasonably request for communication and application of his Services. Consultant shall use his best efforts to accommodate such requests for the provision of the Services, and shall devote his reasonable time and best efforts, skill and attention to the performance of the Services, including travel that is reasonably requested in the performance of such Services. Consultant shall coordinate the furnishing of the Services with the remaining members of the Independent Directors in order that such Services can be provided in such a way as to generally conform to the business schedules and performance standards of the Company, but the method of performance, place of performance, hours utilized in such performance, and other details of the manner of performance of Consultant’s provision of the Services shall be within the sole control of Consultant.

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(b)          Consulting Term and Termination. Unless earlier terminated as provided herein, the “Consulting Term” shall begin on the Effective Date and continue until this Agreement is terminated in accordance with this Section 1(b). Each Party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other Parties. Upon the termination of the Consulting Term other than by the Company for Cause, the Company shall have no further obligations to Consultant pursuant to Section 1(c) below other than payment for those Services performed prior to the date that the Consulting Term terminated. Notwithstanding the foregoing, the Company may also terminate this Agreement immediately (and without prior written notice) for Due Cause. In the event the Consulting Term is terminated by the Company for Due Cause, all compensation under Section 1 of this Agreement shall cease immediately. As used herein, “Due Cause” shall exist in the event that: (i) Consultant commits a willful serious act, such as (but not limited to) embezzlement, against the Company intended to enrich himself at the expense of the Company or has been convicted of a felony, or of a misdemeanor involving moral turpitude; (ii) Consultant (A) willfully or grossly neglects his duties under this Agreement hereunder, (B) commits a material violation of the Company’s policies or procedures, or (C) intentionally fails to observe specific lawful directives or policies of the Board of Directors; (iii) Consultant undertakes to provide any chief executive officer certification required under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) without taking reasonable and appropriate steps as outlined by the Company’s audit committee to determine whether the certification was accurate; or (iv) Consultant fails to fulfill any of his duties under, or violation of any provision of, the Sarbanes-Oxley Act, including, but not limited to, failure to establish and administer effectively systems and controls as outlined by the Company’s audit committee necessary for compliance with the Sarbanes-Oxley Act.

(c)          Consulting Payments. During the Consulting Term, the Company will pay Consultant a fee, in cash, at a rate of $15,000 per month, payable at the beginning of each month during the Consulting Term, for all Services performed during the Consulting Term.

(d)          Equity. The Company shall grant Consultant a Non-Qualified Stock Option, as defined in the Company’s 2011 Amended and Restated Stock Incentive Plan (the “Stock Plan”), for the purchase of fifteen thousand (15,000) shares of the Company’s common stock, $.01 par value on the second business day following the Company’s first earnings release after the Effective Date (the “Granted Stock Option”), subject to the terms and conditions set forth in the applicable award agreement. The Granted Stock Option shall vest and become exercisable in three equal installments on the first three anniversaries of the date of grant. The Granted Stock Option shall immediately accelerate and become fully vested upon (i) the effective date of the Company’s termination of Consultant’s service as Interim CEO and President of the Company under this Agreement, which shall not include (a) Consultant’s election to terminate this Agreement unless such termination is in conjunction with or conditioned on the Company’s purchase of a significant operating asset or a sale or merger of the Company or (b) termination for Due Cause, or (ii) a “change of control” as defined in the Stock Plan.

(e)          Director Compensation. During the Consulting Term, Consultant shall not receive any additional cash compensation from the Company for his services as a director other than as provided in this Agreement. Consultant shall remain eligible to receive, and shall continue to vest in, all equity compensation awards in connection with his service as a member and Chairman of the Board during the Consulting Term.

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(f)          Resignation from Directorships. The termination of this Agreement shall not constitute Consultant’s termination as a member and Chairman of the Board, unless mutually agreed upon by Consultant and the Board, provided that if Consultant is terminated by the Company for Due Cause, such termination shall constitute Consultant’s immediate resignation from any officer, director or fiduciary position with the Company.

(g)          Expenses. During the Consulting Term, Consultant will be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him (in accordance with the policies and procedures established by the Company), in connection with his performing Services hereunder. Reimbursements shall be made in accordance with the Company’s normal expense reimbursement policies and procedures (including timing), and such reimbursements will be made no later than the last day of Consultant’s taxable year following the taxable year in which the expense was incurred. The expenses reimbursed during any taxable year of the Consultant will not affect the expenses paid by the Company in another taxable year. This right to reimbursement is not subject to liquidation or exchange for another benefit.

(h)          Benefits. In connection with his services hereunder, Consultant shall not be eligible for or claim any benefits or perquisites that the Company provides to its employees including, but not limited to, medical, dental and life insurance coverage, bonuses, paid time off, or stock purchase plan, pension plan or thrift plan coverage. The Company is not responsible for and shall not provide workers’ compensation insurance for Consultant or any employees of Consultant.

(i)          Withholding. Consultant acknowledges that he will receive an IRS Form 1099-MISC from the Company for any compensation provided under this Agreement. Consultant acknowledges and agrees that (i) the Company is not required to, and will not, withhold from payments or benefits to be made to Consultant under this Section 1 any sums for income tax, unemployment insurance, social security, or any other withholding, or make any contributions on Consultant’s behalf for unemployment insurance or social security, (ii) Consultant is solely responsible for the timely payment of all income and other taxes with respect to the Services performed by Consultant hereunder, and (iii) Consultant shall be solely responsible for making all applicable tax filings and remittances with respect to amounts paid to Consultant pursuant to this Agreement and Consultant shall indemnify and hold harmless the Company for all claims, damages, costs and liabilities arising from any failure to do so.

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2.           Trade Secrets and Other Confidential Information. Except as may be required in the performance of Consultant’s duties with the Company, or as may be required by law, Consultant will not, during or after the Consulting Term, reveal to any person or entity or use any Confidential Information. For purposes of this Agreement, “Confidential Information” means trade secrets and other confidential information relating to the business of the Company, that has value to the Company and is not generally known to its competitors. Confidential Information includes, but is not limited to, lists of actual or prospective customers, details of customer contracts, current or anticipated customer requirements, pricing policies, price lists, business plans, licensing strategies, operational methods, marketing plans or strategies, product development techniques, computer software programs (including object code and source code), data and documentation, data base technologies, systems, structures and architectures, research and development, financial information, information regarding recruitment and hiring activities, and personnel information. Confidential Information includes trade secrets (as defined under Georgia law) as well as information that does not rise to the level of a trade secret. However, Confidential Information does not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Consultant without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Consultant understands that Consultant’s obligations as set forth in this Section 2 are in addition to and not in lieu of any other obligations Consultant may have to protect Confidential Information (including, but not limited to, obligations arising under the Company’s policies, ethical rules, and applicable law), and such obligations will continue for so long as the information in question continues to constitute Confidential Information. In the event Consultant is requested or required pursuant to any legal, governmental, or investigatory proceeding or process or otherwise to disclose any Confidential Information, Consultant agrees to promptly notify the Company in writing prior to disclosing any such Confidential Information (unless such notification would be prohibited by law) so that the Company may seek a protective order or other appropriate remedy. Consultant agrees to cooperate with the Company to preserve the confidentiality of such Confidential Information consistent with applicable law or court order and to use Consultant’s best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order. Notwithstanding the foregoing, Consultant is not prohibited from reporting possible violations of federal law or regulation to any government agency or entity or making other disclosures that are protected under whistleblower provisions of law and Consultant does not need prior authorization to make such reports or disclosures.

3.           Non-disparagement. Consultant agrees not to make, publish or communicate to any person or entity or in any public forum (including social media) at any time any defamatory or disparaging remarks, comments, or statements concerning the Company or its officers, directors, employees, clients or services.

4.           Injunctive Relief. Consultant acknowledges that any breach of his obligations under Sections 2 and 3 of this Agreement would cause irreparable harm to the Company, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate. Accordingly, Consultant agrees that, in addition to any other remedy that may be available to the Company, the Company shall be entitled to specific performance and injunctive and other equitable relief, without posting bond or other security, to enforce or prevent any violation of such provisions. In any action for injunctive relief, the prevailing party will be entitled to collect reasonable attorneys’ fees and other reasonable costs from the non-prevailing party.

5.           Notification to Subsequent Employer. Consultant agrees to notify any subsequent employer of the existence and terms of the provisions set forth in Sections 2 through 4 of this Agreement. In addition, Consultant authorizes the Company to provide a copy of such provisions to third parties, including but not limited to Consultant’s subsequent, anticipated or possible future employers.

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6.           Defend Trade Secrets Act. Consultant is hereby notified that under the Defend Trade Secrets Act: (a) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

7.           Notices. All notices, requests, demands, claims, consents and other communications which are required, permitted or otherwise delivered under this Agreement shall in every case be in writing and shall be deemed properly served if: (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, or (c) delivered by a recognized overnight courier service to the Parties at the addresses set forth below:

To the Company:	CCUR Holdings, Inc.
	4375 River Green Parkway, Suite 210
	Duluth, Georgia 30096
	Attn: Board of Directors
With a copy to:	Andrews Kurth Kenyon LLP
	450 Lexington Avenue
	New York, NY 10017
	Attn: Paul Silverstein and Anthony Eppert
To Consultant:	Consultant’s address as on file with the Company

or to such other address as shall be furnished in writing by either Party to the other Party; provided, that such notice or change in address shall be effective only when actually received by the other Party. The date of service of any such notices or other communications shall be: (i) the date such notice is personally delivered, (ii) three business days after the date of mailing if sent by certified or registered mail, or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

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8.           Arbitration. Any disputes or claims of any kind or nature, including as to arbitrability under this Agreement, between Consultant and the Company arising out of, related to, or in connection with any aspect of Consultant’s engagement by the Company or its termination, including all claims arising out of this Agreement, and claims for alleged discrimination, harassment, or retaliation in violation of Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, or any other federal, state, or local law, shall be settled by final and binding arbitration in Fulton County, Georgia. Either party may file a written demand for arbitration with the American Arbitration Association pursuant to its National Rules for the Resolution of Employment Disputes. The arbitration shall be conducted by a single neutral arbitrator who is a member of the Bar of the State of Georgia, has been actively engaged in the practice of law for at least fifteen (15) years, and has substantial experience in connection with business transactions and interpretation of contracts. In considering the relevancy, materiality, discoverability, and admissibility of evidence, the arbitrator shall take into account, among other things, applicable principles of legal privilege, including the attorney-client privilege, the work product doctrine, and appropriate protection of the Company’s confidential information. Upon the request of either party, the arbitrator’s award shall be written and include findings of fact and conclusions of law. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction. Any arbitration of any claim by Consultant may not be joined or consolidated with any other arbitration(s) by or against the Company, including through class or collective arbitration. The prevailing party in any such arbitration, or in any action to enforce this Section 8 or any arbitration award hereunder, shall be entitled to recover that party’s attendant attorneys’ fees and related expenses from the other party to the maximum extent permitted by law. The Company shall be responsible for payment of all mediation and arbitration filing and administrative fees, and all fees and expenses of the mediator or arbitrators, irrespective of the outcome, as to any federal statutory claims by Consultant or as may otherwise be required by law for this Agreement to be enforceable. Notwithstanding any other provision of this Agreement, the Company may seek temporary, preliminary, or permanent injunctive relief against the Consultant at any time without resorting to arbitration. The Parties agree that this Agreement involves interstate commerce and that this arbitration provision is therefore subject to and governed by the Federal Arbitration Act.

9.           General Provisions.

(a)          No Admission of Liability. The Company and its agents expressly deny that they have any liability to Consultant, and this Agreement is not to be construed as an admission of any such liability. If this Agreement does not become effective, it shall be deemed negotiation for settlement purposes only and will not be admissible or usable for any purpose.

(b)          Entire Agreement; Modification. This Agreement sets forth the entire agreement between the parties regarding the subject matter of this Agreement, and supersedes and replaces any and all other agreements, written or oral, express or implied, between the parties concerning the same subject matter, with the exception of any prior restrictive covenants or invention assignment agreements between the Parties, which remain in effect. Except as expressly provided herein, this Agreement will supersede and render null and void any and all prior agreements between the Parties and their agents and personnel on the subject of this Agreement. No provision of this Agreement may be amended, changed, altered, or modified except by mutual written agreement of Consultant and a duly authorized representative of the Company.

(c)          Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.

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(d)          Severability. Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. In the event a court of competent jurisdiction determines that any restrictive covenant set forth in this Agreement is excessive in duration or scope or is otherwise unreasonable or unenforceable as drafted, it is the intent of the parties that such restriction be modified to render it enforceable to the maximum extent permitted by law.

(e)          Successors and Assigns. Consultant may not assign this Agreement or any part hereof, and any purported assignment by Consultant shall be null and void. This Agreement shall be assignable by the Company. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, assignees, heirs, distributees, devisees and legatees.

(f)          Survival. Upon termination of the Consulting Term for any reason, this Agreement shall terminate and the Company shall have no further obligation to Consultant; provided that the provisions set forth in Sections 2 through 9 shall remain in full force and effect after the termination of this Agreement for any reason.

(g)          Governing Law; Venue. This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed, and governed by and in accordance with the laws of the State of Georgia, irrespective of its choice of law rules. While it is the intention of the parties that Section 8 of this Agreement be fully enforced, to the extent any judicial action is required in aid of Section 8 of this Agreement or otherwise, any such action arising under or related to this Agreement or Consultant’s engagement by the Company shall be filed exclusively in the state or federal courts with jurisdiction over Fulton County, Georgia, and the parties hereby consent to the jurisdiction and venue of such courts.

(h)          Construction. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. As used herein, the phrase “including” means “including, but not limited to” in each instance. “Or” is used in the inclusive sense of “and/or”. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand, or otherwise affect the meaning or construction of any provision of this Agreement.

(i)          Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. This Agreement may be signed and delivered by fax transmission or email, which shall be effective as an original.

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(j)          Section 409A. Payments pursuant to this Agreement are intended to be exempt from Section 409A of the Code and accompanying regulations and other binding guidance promulgated thereunder (collectively, “Section 409A”), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with or are exempt from Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Consultant on account of non-compliance with Section 409A.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) indicated below to be effective on the Effective Date.

WAYNE BARR, JR.:	CCUR HOLDINGS, INC.:
/s/ Wayne Barr, Jr.	By:	/s/ Steven Singer
Date:	Its:	Director & Chairman of Compensation Comm.
	Date:

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EX-10.7

Exhibit 10.7

CCUR HOLDINGS, INC.

AMENDED AND RESTATED

2011 STOCK INCENTIVE PLAN

SECTION 1.       Purpose. The purpose of the CCUR Holdings, Inc. 2011 Stock Incentive Plan is to advance the interests of CCUR Holdings, Inc. (the “Company”) by enabling officers, employees, non-employee directors and consultants of the Company and its Affiliates to participate in the Company’s future and to enable the Company to attract and retain such persons by offering them proprietary interests in the Company.

SECTION 2.       Definitions. For purposes of the Plan, the following terms are defined as set forth below:

a. “Affiliate” means a corporation or other entity controlled (as determined by the Committee) directly, or indirectly through one or more intermediaries, by the Company and designated by the Committee as such.

b. “Award” means an award granted to a Participant in the form of a Stock Appreciation Right, Stock Option, or Restricted Stock, or any combination of the foregoing.

c. “Board” means the Board of Directors of the Company.

d. “Cause” shall have the meaning set forth in Section 9.

e. “Change of Control” shall have the meaning set forth in Section 12.

f. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

g. “Committee” means the Committee referred to in Section 5.

h. “Company” means CCUR Holdings, Inc., a Delaware corporation.

i. “Disability” means permanent and total disability as determined under procedures established by the Committee for purposes of the Plan (provided, in the case of Incentive Stock Option "Disability" is determined consistent with permanent and total disability as defined in Section 22(e)(3) of the Code).

j. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

k. “Fair Market Value” means the closing sale price as of any given date of a share of Stock if the Stock is listed on a national securities exchange or quoted on the NASDAQ system or, if no such closing price is available on such date, such closing price as reported for the immediately preceding business day. If the Stock is not listed on a national securities exchange or quoted on the NASDAQ system, the Fair Market Value of the Stock shall be determined by the Committee in good faith.

l. “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

m. “Non-Employee Director” means any director of the Company who is not an employee of the Company or any of its Affiliates.

n. “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

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o. “Normal Retirement” means retirement from active employment with the Company or an Affiliate at or after age 65 or at such other age as may be specified by the Committee in the Award agreement.

p. “Participant” means an officer, employee, Non-Employee Director or consultant of the Company or of an Affiliate to whom an Award has been granted that has not terminated, expired or been fully exercised.

q. “Plan” means the CCUR Holdings, Inc. 2011 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time.

r. “Prior Plan” means the Concurrent Computer Corporation Third Amended and Restated 2001 Stock Option Plan.

s. “Restriction Period” means the period of time, which may be a single period or multiple periods, during which Restricted Stock awarded to a Participant remains subject to the Restrictions imposed on such Stock, as determined by the Committee.

t. “Restrictions” means the restrictions and conditions imposed on Restricted Stock awarded to a Participant, as determined by the Committee, that must be satisfied in order for the Restricted Stock to vest, in whole or in part, in the Participant.

u. “Restricted Stock” means an award of Stock subject to Restrictions whereby the Participant’s rights to full enjoyment of the Stock are conditioned upon the future performance of substantial services or are otherwise subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code.

v. “Restricted Stock Agreement” means a written agreement between a Participant and the Company evidencing an Award of Restricted Stock.

w. “Restricted Stock Award Date" means the date on which the Committee awarded Restricted Stock to the Participant.

x. “Retirement” means Normal Retirement or early retirement if the Company’s Profit Sharing and Savings Plan provides for same.

y. “Rule 16b-3” means the exemption under Rule 16b-3 to Section 16(b) of the Exchange Act, as amended from time to time.

z. “Stock” means common stock, $.01 per share par value, of the Company.

aa. “Stock Appreciation Right” means a right granted under Section 10 to receive the appreciation in a share of Stock.

bb. “Stock Option” or “Option” means an option granted under Section 9.

cc. “Termination of Employment” means the termination of a Participant’s employment with the Company and any Affiliate. A Participant employed by an Affiliate also shall be deemed to incur a Termination of Employment if the Affiliate ceases to be an Affiliate and the Participant does not immediately thereafter become an employee of the Company or another Affiliate.

In addition, certain other terms used herein have definitions given to them in the first place in which they are used. For purposes of the definitions set forth in this Section 2, the singular shall include the plural and the plural shall include the singular.

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SECTION 3.       Effective Date. The effective date of the Plan shall be November 1, 2011. From and after the Effective Date, no further Awards shall be made under the Prior Plan; however, Awards made under the Prior Plan before the Effective Date shall continue in effect in accordance with their terms.

SECTION 4.       Stock Subject to Plan.

The number of shares of Stock reserved and available for issuance pursuant to Awards under the Plan effective October 23, 2014, shall be increased by an additional 600,000 shares of Stock so that the total number reserved and available for issuance pursuant to Awards under the Plan on such date shall be 600,000 plus the number of shares of Stock then remaining from the 500,000 shares of Stock which were originally reserved and available for issuance pursuant to Awards under the Plan as adopted on November 1, 2011. As of September 1, 2014 there were 102,535 shares available for distribution under the Plan. Shares of Stock reserved and available for issuance pursuant to Awards under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. A maximum of all shares of Stock may be issued under the Plan pursuant to Incentive Stock Options.

If any shares of Stock cease to be subject to a Stock Option (as a result of cancellation, expiration or exchange of such Option), if any shares of Restricted Stock are forfeited, or if any Award otherwise terminates without a distribution being made to the Participant in the form of Stock, such shares shall again be available for Awards under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization (including, but not limited to, the issuance of Stock or any securities convertible into Stock in exchange for securities of the Company), stock dividend, stock split or reverse stock split, extraordinary distribution with respect to the Stock or other similar change in corporate structure affecting the Stock, such substitution or adjustments shall be made in the aggregate number of shares reserved for issuance under the Plan, the annual grant caps described in Section 6, and the number of shares and the Option price or Stock Appreciation Right grant price of shares subject to outstanding Awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion; provided, however, that the number of shares subject to any Award always shall be a whole number. In addition, the Committee shall have the right (in any manner that the Committee in its discretion deems consistent with Section 424(a) of the Code and without regard to the annual grant caps described in Section 6) to make any Award to effect the assumption of, or the substitution for, stock option, stock appreciation right and restricted stock grants previously made by any other corporation to the extent that such corporate transaction calls for such substitution or assumption of such stock option, stock appreciation right and restricted stock grants.

SECTION 5.         Administration.

The Plan shall be administered by the Compensation Committee (“Committee”) of the Board or such other committee of the Board, composed of not less than two (2) members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a “non-employee director” under Rule 16b-3 and an “outside director” under Section 162(m) of the Code. If at any time no Committee shall be in place, the functions of the Committee specified in the Plan shall be exercised by the Board.

The Committee shall have plenary authority to grant Awards to officers, employees, Non-Employee Directors and consultants of the Company or an Affiliate.

Among other things, the Committee shall have the authority, subject to the terms of the Plan,

(a) to select the officers, employees and consultants to whom Awards may from to time be granted;

(b) to determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights and Restricted Stock, or any combination thereof, are to be granted hereunder;

(c) to determine the number of shares of Stock to be covered by each Award granted hereunder;

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(d) to determine the terms and conditions of any Award granted hereunder (including, but not limited to, date of Awards, the Option price, any vesting restrictions or limitation, any repurchase rights in favor of the Company and any vesting acceleration or forfeiture waiver regarding any Award and the shares of Stock relating thereto, based on such factors as the Committee shall determine);

(e) to determine under what circumstances an Award may be settled in cash or Stock;

(f) to determine Fair Market Value;

(g) to make all determinations under the Plan concerning any Participant’s Termination of Employment, including whether such Termination of Employment occurs by reason of Cause, Disability, Retirement or in connection with a Change in Control, and whether a leave constitutes a Termination of Employment; and

(h) to exercise all such other authorities, take all such other actions and make all such other determinations as it deems necessary or advisable for the proper operation and/or administration of the Plan.

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from to time, deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto); and to otherwise supervise the administration of the Plan.

The Committee may act only by a majority of its members then in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee.

Any determination made by the Committee pursuant to the provisions of the Plan with respect to any Award shall be made in its sole discretion at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants.

SECTION 6.       Eligibility and Annual Grant Caps.

Officers, employees, Non-Employee Directors and consultants of the Company and its Affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company and its Affiliates are eligible to be granted Awards under the Plan. Any person who files with the Committee, in a form satisfactory to the Committee, a written waiver of eligibility to receive any Award under the Plan shall not be eligible to receive an Award under the Plan for the duration of the waiver.

No officer, employee, Non-Employee Directors or consultant shall be granted in any calendar year Options to purchase more than 100,000 shares of Stock, Stock Appreciation Rights based on the appreciation with respect to more than 100,000 shares of Stock, or Awards of Restricted Stock for more than 100,000 shares of Stock.

SECTION 7.       Intentionally Left Blank

SECTION 8.       Duration of the Plan. The Plan shall terminate ten (10) years from the effective date specified in Section 3, unless terminated earlier pursuant to Section 13, and no Options may be granted thereafter.

SECTION 9.       Stock Options.

Stock Options granted under the Plan may be of two types: Incentive Stock Options and Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

The Committee shall have the authority to grant any officer, employee, Non-Employee Director or consultant of the Company or of an Affiliate Stock Options (with or without Stock Appreciation Rights). Incentive Stock Options may be granted only to employees of the Company and its subsidiary corporations (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option, or even if so designated does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.

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Stock Options shall be evidenced by Option agreements, the terms and provisions of which may differ. An Option agreement shall indicate on its face whether it is an agreement for an Incentive Stock Option or a Non-Qualified Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant of a Stock Option, determines the number of shares of Stock to be subject to such Stock Option to be granted to such individual and takes such other action as necessary for the grant of the Stock Option. The Company shall notify a Participant of any grant of a Stock Option, and a written Option agreement shall be duly executed and delivered by the Company to the Participant. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such Section 422 of the Code.

Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a)   Option Price. The Option price per share of Stock purchasable under an Option shall be determined by the Committee and set forth in the Option agreement, and shall not be less than the Fair Market Value of a share of Stock subject to the Option on the date of grant of the Option (or, in the case of an Incentive Stock Option granted to a “10 percent” stockholder under Section 422(b)(6) of the Code, shall not be less than 110% of the Fair Market Value of a share of Stock subject to the Option on the date of grant of the Option).

(b)   Option Term. The term of each Stock Option shall be ten (10) years, unless otherwise specified by the Committee in the written option agreement (provided that no Option shall be exercisable more than ten (10) years after the date of grant and no Incentive Stock Option granted to a “10 percent” stockholder under Section 422(b)(6) of the Code shall be exercisable more than five (5) years after the date of grant).

(c)   Exercisability. Subject to Section 12, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time, accelerate the exercisability of any Stock Option.

(d)   Method of Exercise. Subject to the provisions of this Section 9, Stock Options may be exercised (to the extent then exercisable), in whole or in part, at any time during the Option term by giving written notice of exercise to the Company specifying the number of shares of Stock subject to the Stock Option to be purchased.

Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment in full or in part also may be made in the form of unrestricted Stock already owned by the optionee of the same class as the Stock subject to the Stock Option; provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares of Stock of the same class as the Stock subject to the Stock Option shall be authorized only at the time the Stock Option is granted.

In the discretion of the Committee, payment for any Stock subject to an Option also may be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the purchase price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The value of already owned shares of Stock exchanged in full or partial payment for the shares purchased upon the exercise of an Option shall be equal to the aggregate Fair Market Value of such already owned shares of Stock on the date preceding the exercise of such Option (and transfer of such already owned shares to the account of the Company).

(e)   Non-transferability of Options. No Stock Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, by the optionee other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee, it being understood that the terms “holder” and “optionee” include the guardian and legal representative of the optionee named in the Option agreement and any person to whom an Option is transferred by will or the laws of descent and distribution.

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(f)    Termination by Death. If an optionee’s employment terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent then exercisable or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specify at grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter.

(g)   Termination by Reason of Disability. If any optionee’s employment terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine, for a period of one year (or such shorter period as the Committee may specify at grant) from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within such one-year period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such one-year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(h)   Other Termination. If an optionee incurs a Termination of Employment for any reason other than death, Disability or Cause, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine, for a period of three (3) months (or such shorter period as the Committee may specify at grant) from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is shorter. If an optionee incurs a Termination of Employment by the Company or an Affiliate for Cause, any Stock Option held by such optionee shall thereupon immediately terminate in full. Unless otherwise determined by the Committee at the time of grant of an Option, for the purposes of the Plan, “Cause” shall have the same meaning as that set forth in any employment or severance agreement in effect between the Company and the Participant at the time of determination. If there is no such employment or severance agreement, “Cause” shall have the same meaning as set forth in the Award or if there is no such definition in the Award, “Cause” shall mean (1) the conviction of the optionee for committing a felony under federal law or the law of the state in which such action occurred, (2) dishonesty in the course of fulfilling the optionee’s employment duties (or duties as a director, in the case of a Non-Employee Director), or (3) willful and deliberate failure on the part of the optionee to perform his or her employment duties (or duties as a director, in the case of a Non-Employee Director) in any material respect.

(i)    $100,000 Limit for Incentive Stock Options. No Stock Option shall be treated as an ISO to the extent that the aggregate Fair Market Value of the shares of Stock subject to the Option that would first become exercisable in any calendar year exceeds $100,000. Any such excess instead automatically shall be treated as a Non-Qualified Stock Option. The Committee shall interpret and administer the Incentive Stock Option limitation set forth in this Section 9(i) in accordance with Section 422(d) of the Code, and the Committee shall treat this Section 9(i) as in effect only for those periods for which Section 422(d) of the Code is in effect.

(j)    Cashing out of Option. On receipt of written notice of exercise, the Committee may elect to cash out all or part of any Stock Option to be exercised by paying the optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of a share of Stock that is the subject of the Option exercise over the Option price times the number of shares of Stock subject to the Option on the effective date of such cash out.

SECTION 10.     Stock Appreciation Rights.

Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted any officer, employee, Non-Employee Director or consultant of the Company or of an Affiliate at any time and from time to time as shall be determined by the Committee. The Committee may grant Stock Appreciation Rights (a) in connection with, and at the Grant Date of, a related Option (a Tandem SAR), or (b) independent of, and unrelated to, an Option (a Freestanding SAR). The Committee shall have complete discretion in determining the number of shares of Stock to which a Stock Appreciation Right pertains (subject to Section 6) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to any Stock Appreciation Right.

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Stock Appreciation Rights shall be evidenced by Stock Appreciation Rights agreements, the terms and provisions of which may differ. The grant of Stock Appreciation Rights shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant of Stock Appreciation Rights, determines the number of shares of Stock to be subject to such Stock Appreciation Rights to be granted to such individual and takes such other action as necessary for the grant of the Stock Appreciation Rights. The Company shall notify a Participant of any grant of Stock Appreciation Rights, and a written Stock Appreciation Rights agreement shall be duly executed and delivered by the Company to the Participant.

Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a) Grant Price. The grant price for each Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the grant date of such Freestanding SAR. The grant price of a Tandem SAR shall be equal to the Option price of the related Option.

(b) Term of Stock Appreciation Right. The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that the term of any Tandem SAR shall be the same as the related Option.

(c) Exercisability. A Tandem SAR shall entitle a Participant to elect, in lieu of exercising his or her unexercised related Option for all or a portion of the shares of Stock for which such Option is then exercisable pursuant to its terms, to surrender such Option to the Company with respect to any or all of such shares of Stock and to receive from the Company in exchange therefor a payment described in Section 10(d). An Option with respect to which a Participant has elected to exercise a Tandem SAR shall, to the extent of the shares of Stock covered by such exercise, be canceled automatically and surrendered to the Company. Such Option shall thereafter remain exercisable according to its terms only with respect to the number of shares of Stock as to which it would otherwise be exercisable, less the number of shares of Stock with respect to which such Tandem SAR has been so exercised. Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an Incentive Stock Option (a) the Tandem SAR will expire no later than the expiration of the related Incentive Stock Option; (b) the value of the payment with respect to the Tandem SAR may not exceed the difference between the Fair Market Value of the shares of Stock subject to the related Incentive Stock Option at the time the Tandem SAR is exercised and the Option Price of the related Incentive Stock Option; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the shares of Stock subject to the Incentive Stock Option exceeds the Option Price of the Incentive Stock Option. A Freestanding SAR may be exercised upon whatever terms and conditions the Committee, in its sole discretion, in accordance with the Plan, determines and sets forth in the Award Agreement.

(d) Payment of SAR Amount. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive payment from the Company in an amount determined by multiplying the excess of the Fair Market Value of a share of Stock on the date of exercise over the Grant Price of the SAR, by the number of shares of Stock with respect to which the Stock Appreciation Right is exercised. Notwithstanding the foregoing, the Committee may establish and set forth in the applicable Award Agreement a maximum amount per share of Stock that will be payable upon the exercise of a Stock Appreciation Right. At the discretion of the Committee, such payment upon exercise of a Stock Appreciation Right shall be in cash, in shares of Stock of equivalent Fair Market Value, or in some combination thereof.

(e) Rights as a Stockholder. A Participant receiving a Stock Appreciation Right shall have the rights of a stockholder only as to shares of Stock, if any, actually issued to such Participant upon satisfaction or achievement of the terms and conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement.

(f) Termination of Employment or Service. The Committee may establish and set forth in the applicable Award Agreement the terms and conditions under which a Stock Appreciation Right shall remain exercisable, if at all, upon a Termination of the Participant; provided, however, that in no event may a Stock Appreciation Right be exercised after the expiration date of such Stock Appreciation Right specified in the applicable Award Agreement. The provisions of Section 9(f), 9(g) and 9(h) above shall apply to any Stock Appreciation Right if the Award Agreement evidencing such Stock Appreciation Right does not specify the terms and conditions upon which such SAR shall be forfeited or be exercisable or terminate upon, or after, a Termination of the Participant.

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(g) Non-transferrability. No Stock Appreciation Right may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, by the Participant other than by will or by the laws of descent and distribution.

SECTION 11.     Terms of Restricted Stock Awards.

Subject to and consistent with the provisions of the Plan, with respect to each Award of Restricted Stock to a Participant, the Committee shall determine:

(a) the terms and conditions of the Restricted Stock Agreement between the Company and the Participant evidencing the Award;

(b) the Restriction Period for all or a portion of the Award, which Restriction Period may differ with respect to each Participant but shall be at least three (3) years, unless the Restriction(s) applicable to the Award are based on the attainment of specific corporate, divisional or individual performance standards or goals, in which case no more than 5% of the shares authorized will be granted with performance restrictions that can all lapse within one (1) year;

(c) the Restriction(s) applicable to the Award, including, but not limited to, continuous employment with the Company or an Affiliate for a specified term or the attainment of specific corporate, divisional or individual performance standards or goals, which Restriction(s) may differ with respect to each Participant;

(d) whether the Participant shall receive the dividends and other distributions paid with respect to the Award as declared and paid to the holder of the Stock during the Restriction Period or whether such dividends or other distributions shall be withheld by the Company for the account of the Participant until the Restriction Period has expired or the Restriction(s) have been satisfied, and whether interest shall be paid on such dividends and other distributions withheld, and if so, the rate of interest to be paid; and

(e) the percentage of the Award that shall vest in the Participant in the event of death, Disability or Retirement prior to the expiration of the Restriction Period or the satisfaction of the Restriction(s) applicable to the Award.

Upon an Award of Restricted Stock to a Participant, the stock certificate representing the Restricted Stock shall be issued in the name of the Participant, or otherwise shall be transferred to the name of the Participant on the books and records of the Company, whereupon the Participant shall become a stockholder of the Company with respect to such Restricted Stock and shall be entitled to vote the Stock. Any stock certificates issued to the Participant shall be held in custody by the Company, together with stock powers executed by the Participant in favor of the Company, until the Restriction Period expires and the Restriction(s) imposed on the Restricted Stock are satisfied. Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of until the end of the applicable Restriction Period. Unless otherwise determined by the Committee and set forth in a Participant’s Restricted Stock Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Restricted Stock shall be granted the right to exercise full voting rights with respect to those shares during the Restriction Period.

SECTION 12.    Change of Control.

Unless an Award agreement provides otherwise, upon the occurrence of a Change of Control,

(a) any and all outstanding Options and Stock Appreciation Rights shall become immediately exercisable, and the Committee, in its discretion, shall have the right (but not the obligation) to cash out prior to the transaction each Option and Stock Appreciation Right by paying the optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of a share of Stock over the Option price per share of Stock times the number of shares of Stock subject to the Option on the effective date of the cash out (in which event each Option and Stock Appreciation Right shall thereupon expire); and

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(b) the Restriction Period and Restriction(s) imposed on the Restricted Stock shall lapse, and the Restricted Stock shall vest in the Participant, and any dividends and distributions paid with respect to the Restricted Stock that were escrowed during the Restriction Period shall be paid to the Participant.

For purposes of this Plan, “Change of Control” means the occurrence of any of the following events:

(a) the acquisition, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder, including, without limitation, Rule 13d-5(b)) of “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting securities”) of the Company that represent 50% or more of the combined voting power of the Company’s then outstanding voting securities, other than:

(i) an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or

(ii) an acquisition of voting securities by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or

(iii) an acquisition of voting securities pursuant to a transaction described in clause (c) below that would not be a Change of Control under clause (c);

(b) a change in the composition of the Board that causes less than a majority of the directors of the Company to be directors that meet one or more of the following descriptions:

(i) a director who has been a director of the Company for a continuous period of at least 24 months, or

(ii) a director whose election or nomination as director was approved by a vote of at least two-thirds of the then directors described in clauses (b)(i), (ii), or (iii) by prior nomination or election, but excluding, for the purpose of this sub clause (ii), any director whose initial assumption of office occurred as a result of an actual or threatened (y) election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group other than the Board or (z) tender offer, merger, sale of substantially all of the Company’s assets, consolidation, reorganization, or business combination that would be a Change of Control under clause (c) on consummation thereof, or

(iii) who were serving on the Board as a result of the consummation of a transaction described in clause (c) that would not be a Change of Control under clause (c);

(c) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than in a transaction

(i) that results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least 50% of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

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(ii) after which more than 50% of the members of the board of directors of the Successor Entity were members of the Board at the time of the Board’s approval of the agreement providing for the transaction or other action of the Board approving the transaction (or whose election or nomination was approved by a vote of at least two-thirds of the members who were members of the Board at that time), and

(iii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity, unless the Board determines in its discretion that beneficial ownership by a person or group of voting securities representing 50% or more of the combined voting power of the Successor Entity shall not be deemed a Change of Control; or

(d) a liquidation or dissolution of the Company.

For purposes of clarification, an acquisition of Company securities by the Company that causes the Company’s voting securities beneficially owned by a person or group to represent 50% or more of the combined voting power of the Company’s then outstanding voting securities is not to be treated as an “acquisition” by any person or group for purposes of clause (a) above. For purposes of clause (a) above, the Company makes the calculation of voting power as if the date of the acquisition were a record date for a vote of the Company’s stockholders, and for purposes of clause (c) above, the Company makes the calculation of voting power as if the date of the consummation of the transaction were a record date for a vote of the Company’s stockholders.

SECTION 13.     Amendments and Termination.

The Board may, at any time and without prior notice, amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made that would (i) impair the rights of an Award theretofore granted without the Participant’s consent, except such an amendment made to cause the Plan to qualify for the exemption provided by Rule 16b-3, or (ii) disqualify the Plan from the exemption provided by Rule 16b-3. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent (a) such approval is required by law or agreement (including the applicable regulations and rules of the SEC and any national securities exchange on which the Stock is traded), (b) such amendment materially increases the benefits accruing to Participants under the Plan, materially modifies the requirements as to eligibility for participation in the Plan, (c) except as is provided in Section 4, such amendment increases the maximum number of shares of Stock which may be sold or awarded under the Plan, increases the maximum limitations set forth in Section 6, or decreases the minimum Option price or Stock Appreciation grant price requirements of Sections 9 and 10, respectively; or (d) such amendment extends the duration of the Plan or the maximum period during which Options or Stock Appreciation Rights may be exercised under the Plan.

The Committee may, at any time and without prior notice, amend the terms of any Stock Option or other Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Award holder without the holder’s consent, except such an amendment made to cause the Plan or Award to qualify for the exemption provided by Rule 16b-3; provided that no Stock Option or other Award may be amended retroactively without stockholder approval. Except as otherwise provided in Section 4, neither the Board nor the Committee may take any action: (1) to amend the terms of an outstanding Option or Stock Appreciation Right to reduce the Option price or grant price thereof, cancel an Option or Stock Appreciation Right and replace it with a new Option or Stock Appreciation Right with a lower Option price or grant price, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or Stock Appreciation Right in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the stockholders of Company of such action.

Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments, and to grant Awards that qualify for beneficial treatment under such rules without stockholder approval.

SECTION 14.     General Provisions.

(a)  Nothing contained in the Plan shall prevent the Company or an Affiliate from adopting other or additional compensation arrangements for its employees.

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(b)  The Plan shall not confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the employment of any employee at any time.

(c)  No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Stock, including Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. No federal tax withholding shall be effected under the Plan that exceeds the minimum statutory federal withholding requirements.

(d)  The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid.

(e)  Agreements entered into by the Company and Participants relating to Awards under the Plan, in such form as may be approved by the Committee from time to time, to the extent consistent with or permitted by the Plan shall control with respect to the terms and conditions of the subject Award. If any provisions of the Plan or any agreement entered into pursuant to the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of the Plan or the subject agreement.

(f)  As a condition to the grant of an Award, or the issuance of shares of Stock subject to an Award, the Committee may prescribe corporate, divisional, and/or individual performance goals applicable to all or any portion of the shares subject to the Award. Performance goals may be based on achieving a certain level of revenue, earnings, earnings per share, net income, return on equity, return on capital, return on assets, total stockholder return, return on sales or cash flow, or any combination thereof, of the Company or the Company and its Affiliates, or any division thereof, or on the extent of changes in such criteria.

(g)  All references to sections are to sections of the Plan unless otherwise indicated. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

(h)  It is the intention of the Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the extent that the Committee specifically determines otherwise. To the extent the Committee determines that an Award will be subject to Section 409A of the Code, including any rules for payment, including elective or mandatory deferral of the payment or delivery of cash or shares of Stock pursuant thereto, and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement and shall be intended to comply in all respects with Section 409A of the Code, and the Plan and the terms and conditions of such Awards shall be interpreted and administered accordingly. The Committee shall not extend the period to exercise an Option or Stock Appreciation Right to the extent that such extension would cause the Option or Stock Appreciation Right to become subject to Code Section 409A. Notwithstanding any other provision of the Plan or an Award Agreement to the contrary, no event or condition shall constitute a Change in Control with respect to an Award to the extent that, if it were, a 20% additional income tax would be imposed under Section 409A of the Code on the Participant who holds such Award; provided that, in such a case, the event or condition shall continue to constitute a Change in Control to the maximum extent possible (for example, if applicable, in respect of vesting without an acceleration of payment of such an Award) without causing the imposition of such 20% tax.

(i)  The Company and Affiliates shall have the right to offset against the obligations to make payment or issue any shares of Stock to any Participant under the Plan, any outstanding amounts (including travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company or Affiliate pursuant to tax equalization, housing, automobile or other employee programs) such Participant then owes to the Company or Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wayne Barr, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of CCUR Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2018

By:	/s/ Wayne Barr, Jr.
	Wayne Barr, Jr.
	Executive Chairman, CEO and President
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Warren Sutherland, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CCUR Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2018

By:	/s/ Warren Sutherland
	Warren Sutherland
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of CCUR Holdings, Inc. (the “Corporation”) for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the President and Chief Executive Officer of the Corporation certifies that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: May 4, 2018

By:	/s/ Wayne Barr, Jr.
	Wayne Barr, Jr.
	Executive Chairman, CEO and President
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of CCUR Holdings, Inc. (the “Corporation”) for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Financial Officer of the Corporation certifies that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: May 4, 2018

By:	/s/ Warren Sutherland
	Warren Sutherland
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

XML

Document And Entity Information - shares	9 Months Ended
	Mar. 31, 2018	May 03, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Registrant Name	CCUR Holdings, Inc.
Entity Central Index Key	0000749038
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Trading Symbol	CCUR
Entity Common Stock, Shares Outstanding		9,250,677

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Current assets:
Cash and cash equivalents	$ 44,881	$ 35,474
Fixed maturity securities, available-for-sale, fair value	13,300	6,870
Equity securities, available-for-sale, fair value	2,943	0
Receivable from sale of Content Delivery business held in escrow	1,450	0
Receivable from sale of Real-Time business held in escrow	2,000	2,000
Prepaid expenses and other current assets	1,035	915
Current assets of discontinued operations	0	9,665
Total current assets	65,609	54,924
Property and equipment, net	1	2
Deferred income taxes, net	1,131	15
Other long-term assets, net	61	544
Noncurrent assets of discontinued operations	0	2,322
Total assets	66,802	57,807
Current liabilities:
Accounts payable and accrued expenses	3,752	4,521
Current liabilities of discontinued operations	0	5,097
Total current liabilities	3,752	9,618
Long-term liabilities:
Pension liability	3,951	3,582
Other long-term liabilities	183	866
Noncurrent liabilities of discontinued operations	0	272
Total liabilities	7,886	14,338
Commitments and contingencies (Note 12)
Stockholders’ equity:
Shares of common stock, par value $.01; 14,000,000 authorized; 9,582,801 and 9,410,878 issued and outstanding at March 31, 2018 and June 30, 2017, respectively	96	94
Capital in excess of par value	212,444	212,018
Accumulated deficit	(150,095)	(165,498)
Treasury stock, at cost; 37,788 shares	(255)	(255)
Accumulated other comprehensive loss	(3,274)	(2,890)
Total stockholders’ equity	58,916	43,469
Total liabilities and stockholders’ equity	66,802	57,807
Series Preferred Stock [Member]
Stockholders’ equity:
Shares of preferred stock	0	0
Preferred Class A [Member]
Stockholders’ equity:
Shares of preferred stock	$ 0	$ 0

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Jun. 30, 2017
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	14,000,000	14,000,000
Common Stock, Shares, Issued	9,582,801	9,410,878
Common Stock, Shares, Outstanding	9,582,801	9,410,878
Treasury Stock, Shares	37,788	37,788
Series Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	1,250,000	1,250,000
Preferred Stock, Shares Issued	0	0
Preferred Class A [Member]
Preferred Stock, Par or Stated Value Per Share	$ 100	$ 100
Preferred Stock, Shares Authorized	20,000	20,000
Preferred Stock, Shares Issued	0	0

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Operating expenses:
General and administrative	$ 1,186	$ 2,192	$ 6,510	$ 5,156
Total operating expenses	1,186	2,192	6,510	5,156
Operating loss	(1,186)	(2,192)	(6,510)	(5,156)
Interest income	225	21	371	48
Interest expense	(4)	0	(4)	0
Other expense, net	(105)	(4)	(63)	(12)
Loss from continuing operations before income taxes	(1,070)	(2,175)	(6,206)	(5,120)
(Benefit) provision for income taxes	(222)	10	(1,140)	31
Loss from continuing operations	(848)	(2,185)	(5,066)	(5,151)
(Loss) income from discontinued operations, net of income taxes	(245)	527	22,851	477
Net (loss) income	$ (1,093)	$ (1,658)	$ 17,785	$ (4,674)
Basic and diluted earnings (loss) per share:
Continuing operations	$ (0.09)	$ (0.24)	$ (0.53)	$ (0.56)
Discontinued operations	(0.02)	0.06	2.39	0.05
Net (loss) income	$ (0.11)	$ (0.18)	$ 1.86	$ (0.51)
Weighted average shares outstanding - basic and diluted	9,824,588	9,261,862	9,549,215	9,231,932
Cash dividends declared per common share	$ 0	$ 0.12	$ 0.24	$ 0.36

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Net (loss) income	$ (1,093)	$ (1,658)	$ 17,785	$ (4,674)
Other comprehensive (loss) income:
Unrealized loss on available-for-sale investments	(311)	0	(311)	0
Foreign currency translation adjustment	61	38	82	(253)
Pension and post-retirement benefits, net of tax	(57)	(19)	(155)	88
Other comprehensive (loss) income	(307)	19	(384)	(165)
Comprehensive (loss) income	$ (1,400)	$ (1,639)	$ 17,401	$ (4,839)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - 9 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Total	Common Stock [Member]	Capital In Excess Of Par Value [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]
Balance at Jun. 30, 2017	$ 43,469	$ 94	$ 212,018	$ (165,498)	$ (2,890)	$ (255)
Balance (in shares) at Jun. 30, 2017		9,410,878				(37,788)
Dividends declared	(2,378)			(2,378)
Dividends forfeited with restricted stock forfeitures	8			8
Share-based compensation expense	2,256		2,256
Lapse of restriction on restricted stock	0	$ 5	(5)
Lapse of restriction on restricted stock (in shares)		526,013
Repurchase and retirement of common stock	(1,840)	$ (3)	(1,825)	(12)
Repurchase and retirement of common stock (in shares)		(354,090)
Other comprehensive income (loss), net of taxes:
Net income	17,785			17,785
unrealized gain (loss) on available-for-sale investments	(311)				(311)
Foreign currency translation adjustment	82				82
Pension plan	(155)				(155)
Total comprehensive income	17,401
Balance at Mar. 31, 2018	$ 58,916	$ 96	$ 212,444	$ (150,095)	$ (3,274)	$ (255)
Balance (in shares) at Mar. 31, 2018		9,582,801				(37,788)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows (used in) provided by operating activities:
Net income (loss)	$ 17,785	$ (4,674)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	606	1,341
Share-based compensation expense	2,256	696
(Recovery of) provision for excess and obsolete inventories	(23)	190
Deferred taxes, net	(1,186)	87
Non-cash accretion of investments	(129)	0
Foreign currency exchange gains (losses)	268	(131)
Gain on sale of Content Delivery business, net	(22,554)
Decrease (increase) in assets:
Accounts receivable	118	6,091
Inventories	(146)	367
Prepaid expenses and other current assets	(510)	(806)
Other long-term assets	417	(62)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses	(5,459)	786
Deferred revenue	1,337	(1,841)
Pension and other long-term liabilities	(408)	142
Net cash (used in) provided by operating activities	(7,628)	2,186
Cash flows provided by (used in) investing activities:
Additions to property and equipment	(271)	(719)
Proceeds from sale or maturity of available-for-sale securities	11,733	0
Purchases of available-for-sale securities	(18,613)	(2,423)
Proceeds from sale of Content Delivery business, net of cash transferred	28,256	0
Net cash provided by (used in) investing activities	21,105	(3,142)
Cash flows used in financing activities:
Dividends paid	(2,652)	(3,396)
Purchase of treasury shares for retirement	(1,840)	0
Net cash used in financing activities	(4,492)	(3,396)
Effect of exchange rates on cash and cash equivalents	3	(166)
Increase (decrease) in cash and cash equivalents	8,988	(4,518)
Cash and cash equivalents - beginning of year	35,893	20,268
Cash and cash equivalents - end of period	44,881	15,750
Cash paid during the period for:
Interest	0	4
Income taxes (net of refunds)	1,052	793
Non-cash investing activities:
Unsettled investment in available-for-sale security	$ 2,679	$ 0

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Overview of Business and Basis of Presentation

9 Months Ended

Mar. 31, 2018

Overview Of Business [Abstract]

Overview of Business

1. Overview of Business and Basis of Presentation

References herein to “CCUR Holdings,” the “Company,” “we,” “our,” or “us” refer to CCUR Holdings, Inc. and its subsidiaries unless the context specifically indicates otherwise. CCUR Holdings was formerly known as Concurrent Computer Corporation and changed its name on January 2, 2018.

On December 31, 2017, we completed the sale of our content delivery and storage business (the “Content Delivery business”) and other related assets to Vecima Networks, Inc. (“Vecima”) pursuant to an Asset Purchase Agreement, dated as of October 13, 2017, between the Company and Vecima. Substantially all liabilities associated with the Content Delivery business were assigned to Vecima as part of the transaction. The Content Delivery business provided advanced applications focused on storing, protecting, transforming, and delivering high value media assets and served industries and customers that demand uncompromising performance, reliability and flexibility to gain a competitive edge, drive meaningful growth and confidently deliver best-in-class solutions that enrich the lives of millions of people around the world every day. The Content Delivery business consisted of (1) software, hardware and services for intelligently streaming video content to a variety of consumer devices and storing and managing content in the network and (2) Aquari™ Storage, a unified scale-out storage solutions product that is ideally suited for a wide range of enterprise IT and video applications that require advanced performance, very large storage capacities, and a high degree of reliability.

In May 2017, we sold our Real-Time business consisting of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software combined, in many cases, with computer platforms and services. These real-time products were sold to a wide variety of companies seeking high performance, real-time computer solutions in the defense, aerospace, financial and automotive markets around the world.

Results of our Content Delivery and Real-Time businesses are retrospectively reported as discontinued operations in our condensed consolidated financial statements for all periods presented. Prior year information has been adjusted to conform with the current year presentation. Unless otherwise stated, the information disclosed in the footnotes accompanying the condensed consolidated financial statements refers to continuing operations. See Note 4 – Discontinued Operations for more information regarding results from discontinued operations.

The accompanying unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for a fair presentation have been included. The year-end condensed consolidated balance sheet data as of June 30, 2017 was derived from our audited consolidated financial statements and may not include all disclosures required by U.S. GAAP. The results of operations for the three and nine months ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 20, 2017.

As a result of the sale of our operating businesses, many of our Significant Accounting Policies as disclosed in Note 2 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017 are no longer applicable subsequent to December 31, 2017.

Smaller Reporting Company

We meet the SEC’s definition of a “Smaller Reporting Company,” and therefore qualify for the SEC’s reduced disclosure requirements for smaller reporting companies.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investments

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale. Held-to-maturity securities are recorded as either short term or long term in the condensed consolidated balance sheet based on contractual maturity date and are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported as fair value, with unrealized gains and losses recognized in earnings. Debt and marketable equity securities not classified as held-to-maturity or as trading, are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income (loss) and reported in stockholders’ equity.

Premiums and discounts on fixed maturity securities are amortized using the interest method; mortgage-backed securities are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations. Dividends on equity securities are recognized when declared. When the Company sells a security, the difference between the sale proceeds and amortized cost (determined based on specific identification) is reported as a realized investment gain or loss. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on investments) and the cost basis of that investment is reduced. If the Company can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in accumulated other comprehensive income, or “AOCI”). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. If the Company intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.

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Recent Accounting Guidance

9 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recent Accounting Guidance

2. Recent Accounting Guidance

Recently Issued and Adopted Accounting Guidance

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). This amendment requires that an entity measure its inventory at the “lower of cost and net realizable value.” Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Current literature requires measurement of inventory at “lower of cost or market.” Market could be replacement cost, net realizable value, or net realizable value less an approximate normal profit margin. ASU 2015-11 was effective for us on July 1, 2017, and we adopted the guidance prospectively. The adoption of ASU 2015-11 did not have a material impact on our consolidated financial statements or disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 was effective for us on July 1, 2017, and we adopted the guidance prospectively. The adoption of ASU 2016-09 did not have a material impact on our consolidated financial statements or disclosures.

Recent Accounting Guidance Not Yet Adopted

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, as amended by ASU 2018-03, Financial Instruments-Overall: Technical Corrections and Improvements, issued in February 2018 on the recognition and measurement of financial instruments. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for the instrument-specific credit risk provision. The new guidance changes the current accounting guidance related to (i) the classification and measurement of certain equity investments, (ii) the presentation of changes in the fair value of financial liabilities measured under the fair value option that are due to instrument-specific credit risk, and (iii) certain disclosures associated with the fair value of financial instruments. Additionally, there will no longer be a requirement to assess equity securities for impairment since such securities will be measured at fair value through net income. We will utilize a modified retrospective approach to adopt the new guidance effective July 1, 2018. The expected impact related to the change in accounting for equity securities for the nine months ended March 31, 2018 will be approximately $63 of net unrealized investment gains, net of income tax, which will be reclassified from AOCI to retained earnings.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Clarification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. We do not expect ASU 2016-15 to have a material impact on our consolidated financial statements or disclosures.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805) (“ASU 2017-01”), which clarifies the definition of a business. For accounting and financial reporting purposes, businesses are generally comprised of three elements; inputs, processes, and outputs. Integrated sets of assets and activities capable of providing these three elements may not always be considered a business, and the lack of one of the three elements does not always disqualify the set from being a business. The issuance of ASU 2017-01 provides a clarifying screen to determine when a set of assets and activities is not a business. Primarily, the screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. The amendments contained in ASU 2017-01 are effective for annual periods beginning after December 15, 2017 and may be early adopted for certain transactions that have occurred before the effective date, but only when the underlying transaction has not been reported in the financial statements that have been issued or made available for issuance. We do not expect ASU 2017-01 to have a material impact on our consolidated financial statements or disclosures unless we enter into a business combination.

In March 2017, the FASB issued ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”) which requires the service cost component of the net periodic benefit cost to be presented in the same income statement line items as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization. Other components will be presented separately from the line items that include the service cost and outside of any subtotal of operating income, if one is presented. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The guidance on the presentation of the components of net periodic benefit cost requires retrospective application. The guidance limiting the capitalization of net periodic benefit cost requires prospective application. We do not expect ASU 2017-07 to have a material impact on our consolidated financial statements or disclosures.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), to provide clarity and reduce both diversity in practice and cost complexity when applying the guidance in Topic 718 to a change to the terms and conditions of a stock-based payment award. ASU 2017-09 also provides guidance about the types of changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in accordance with Topic 718. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and for interim periods therein. Early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material impact on our consolidated financial statements or disclosures.

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Basic and Diluted Net Income (Loss) per Share

9 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Basic and Diluted Net Income (Loss) per Share

3. Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares, including dilutive common share equivalents outstanding during each period. Under the treasury stock method, incremental shares representing the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued are included in the computation. Due to the loss from continuing operations for all periods presented, common share equivalents of 9,614 and 238,696 for the three months ended March 31, 2018 and 2017, respectively, and common share equivalents of 216,791 and 250,441 for the nine months ended March 31, 2018 and 2017, respectively,were excluded from the calculation as their effect was anti-dilutive.

 

The following table presents a reconciliation of the numerators and denominators of basic and diluted net (loss) income per share for the periods indicated:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Loss from continuing operations	$	(848)	$	(2,185)	$	(5,066)	$	(5,151)
(Loss) income from discontinued operations, net of income taxes		(245)		527		22,851		477
Net (loss) income	$	(1,093)	$	(1,658)	$	17,785	$	(4,674)
Basic and diluted EPS:
Basic and diluted weighted average shares outstanding		9,824,588		9,261,862		9,549,215		9,231,932
Basic and diluted (loss) earnings per share:
Continuing operations	$	(0.09)	$	(0.24)	$	(0.53)	$	(0.56)
Discontinued operations		(0.02)		0.06	$	2.39		0.05
Net (loss) income	$	(0.11)	$	(0.18)	$	1.86	$	(0.51)

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Discontinued Operations

9 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

4. Discontinued Operations

Content Delivery business

As noted above, on December 31, 2017, we completed the sale of our Content Delivery business and other related assets to Vecima pursuant to an Asset Purchase agreement, dated as of October 13, 2017, between the Company and Vecima (the “CDN APA”) for a purchase price of $29,000 (subject to an adjustment for net working capital). The sale included our Content Delivery business assets and related liabilities in the United States, United Kingdom, and Germany, as well as the sale of all equity in our Japanese subsidiary.

 

Gross proceeds of $29,812 from the sale were paid to us as follows: (1) $29,020 cash payment on December 31, 2017 (including a preliminary adjustment for estimated surplus net working capital as defined in the CDN APA of $1,470) and (2) $1,450 placed in escrow as security for the Company’s indemnification obligations to Vecima under the CDN APA, which amount will be released to the Company on or before December 31, 2018 (less any portion used to make indemnification payments to Vecima).

 

During the third quarter of our fiscal 2018, we and Vecima finalized the calculation of net working capital of the Content Delivery business as of December 31, 2017. We and Vecima agreed the surplus net working capital transferred to Vecima under the CDN APA was $812, and as a result, we returned $658 to Vecima. We reduced our gain on the sale of the Content Delivery business as reported during the period ended December 31, 2017 by the amount of the final post-closing working capital adjustment. Additionally, we incurred approximately $55 of additional costs related to the transaction during the third quarter of our fiscal year 2018, primarily due to legal and disclosure expenses attributable to the transaction.

In conjunction with the CDN APA, we and Vecima entered into a Transition Services Agreements (the “CDN TSA”) for the U.S. Under the CDN TSA, we and Vecima have each agreed to provide and receive various services to and from the other party on an arms-length, fee-for-service basis for a term of twelve months as of the date of the closing, unless terminated earlier by either party. Net amounts charged from the Purchaser under the TSAs for both the three and nine months ended March 31, 2018 were $63 and are recorded within operating expenses.

Results associated with the Content Delivery business are classified within income (loss) from discontinued operations, net of income taxes, in our condensed consolidated statements of operations. Operating expenses recorded in discontinued operations include costs incurred directly in support of the Content Delivery business.

The closing of the sale of the assets to Vecima resulted in a “change in control” under our Amended and Restated 2011 Stock Incentive Plan. As a result, the Company recognized expense of approximately $1,745 in share-based compensation expense due to the acceleration of the vesting and the lapse of restrictions on substantially all restricted stock granted under our Amended and Restated 2011 Stock Incentive Plan (see Note 7 – Share-based Compensation). This expense is reflected in general and administrative expenses of continuing operations in our condensed consolidated statement of operations for the three and nine months ended March 31, 2018. Payment of associated accrued dividends related to these released shares was made in January 2018.

 

For the three and nine months ended March 31, 2018 and 2017, income (loss) from discontinued operations related to our Content Delivery business is comprised of the following:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Revenue	$	-	$	7,445	$	16,018	$	19,801
Cost of sales		-		3,377		6,342		9,011
Gross margin		-		4,068		9,676		10,790
Operating expenses:
Sales and marketing		-		2,569		4,235		8,292
Research and development		-		2,033		3,290		6,137
General and administrative		-		620		951		1,983
Total operating expenses		-		5,222		8,476		16,412
Operating income (loss)		-		(1,154)		1,200		(5,622)
(Loss) gain on sale of Content Delivery business, net		(55)		-		22,554		-
Other income (expense), net		-		4		(143)		209
(Loss) income from discontinued operations before income taxes		(55)		(1,150)		23,611		(5,413)
Provision (benefit) for income taxes		190		50		760		(18)
(Loss) income from discontinued operations	$	(245)	$	(1,200)	$	22,851	$	(5,395)

A reconciliation of the gain before income taxes recorded on the sale of the Content Delivery business is as follows:

	Nine Months Ended March 31, 2018
Closing consideration	$	29,000
Adjustment for working capital		812
Net book value of assets sold		(5,274)
Other adjustments		(184)
Transaction costs		(1,800)
Gain on sale of Content Delivery business	$	22,554

Transaction costs directly associated with the sale of the Content Delivery business include legal, accounting, investment banking and other fees paid to external parties.

In connection with the sale of our Content Delivery business (1) we entered into a Separation and Consulting Agreement and General Release of Claims with Derek Elder, our former President and Chief Executive Officer, as a result of which (A) Mr. Elder’s role as president and chief executive officer was terminated, (B) Mr. Elder ceased to be a member of our Board of Directors and all committees thereof, and (C) we recorded severance related expenses of $544 pursuant to his Separation and Consulting Agreement (see Note 12 – Commitments and Contingencies – Separation of Chief Executive Officer), (2) we terminated the employment of another executive of the Company and recorded severance expenses of $132, (3) we paid transaction bonuses that had previously been approved by our compensation committee of $479 to internal executives and staff and (4) we accepted the resignation of an independent director of the Company (see Note 12 – Commitments and Contingencies – Resignation of Directors). All of the above expenses were recorded as of December 31, 2017 and are included in general and administrative expenses of continuing operations in our condensed consolidated statement of operations for the nine months ended March 31, 2018.

At June 30, 2017, the carrying amounts of assets and liabilities of discontinued operations in our consolidated balance sheet were as follows:

ASSETS
Current assets:
Cash	$	419
Accounts receivable, net		6,886
Inventories		1,865
Prepaid expenses and other current assets		495
Total current assets		9,665
Property and equipment, net		1,724
Other long-term assets, net		598
Total noncurrent assets		2,322
Total assets of discontinued operations	$	11,987
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	3,643
Deferred revenue		1,454
Total current liabilities		5,097
Long-term liabilities:
Deferred revenue		66
Other long-term liabilities		206
Total noncurrent liabilities		272
Total liabilities of discontinued operations	$	5,369

Proceeds from the sale of the Content Delivery business have been presented in the condensed consolidated statement of cash flows under investing activities for the nine months ended March 31, 2018. Proceeds from the sale of the Content Delivery business were net of $106 of cash transferred with the equity sale of our Japanese subsidiary. In accordance with ASC Topic 205-20, additional disclosures relating to cash flow are required for discontinued operations. Cash flow information relating to the Content Delivery business for the nine months ended March 31, 2018 and 2017 is as follows:

 

	Nine Months Ended March 31,
	2018		2017
Operating cash flow data:
Depreciation and amortization	$	605	$	1,093
Share-based compensation		170		111
Provision for (recovery of) excess and obsolete inventories		(23)		208
Foreign currency exchange gains		144		109
Investing cash flow data:
Capital expenditures		(275)		(522)

A reconciliation of our cash and cash equivalents as of June 30, 2017 is as follows:

	June 30, 2017
Cash and cash equivalents per balance sheet	$	35,474
Cash and cash equivalents classified within current assets of discontinued operations		419
Beginning cash and cash equivalents balance per statement of cash flows	$	35,893

Real-Time business

On May 15, 2017, we completed the sale and transfer of certain assets and certain liabilities primarily related to our Real-Time business pursuant to an Asset Purchase Agreement (the “RT APA”) dated as of May 15, 2017 with Real Time, Inc. (the “RT Purchaser”), an investment company owned by Battery Ventures, a private-equity firm based in Boston, Massachusetts, for $35,000 less agreed upon adjustments for working capital. Pursuant to the terms of the RT APA, we sold and transferred certain respective equity interests in one of our subsidiaries, which constituted the European operations of the Real-Time business, upon receipt of French regulatory approval on May 30, 2017. The RT APA includes customary terms and conditions, including provisions following closing that require us to indemnify the Purchaser for certain losses that it incurs as a result of a breach by us of our representations and warranties in the RT APA and certain other matters.

 

Gross proceeds from the sale were paid to us as follows: (1) a $30,200 cash payment on May 15, 2017 (subject to an adjustment for estimated working capital as defined in the RT APA), (2) a $2,800 cash payment made concurrently with the transfer of the European operations of the Real Time business to the Purchaser received on May 30, 2017 and (3) $2,000 placed in escrow as security for certain purchase price adjustments and for our indemnification obligations to the Purchaser under the RT APA which amount will be released to us on or before May 15, 2018 (less any portion of the escrow used to make indemnification or purchase price adjustment payments to the RT Purchaser). In September 2017, the final working capital computation was completed and resulted in no additional consideration paid to or from either party.

 

In conjunction with the RT APA, we and the RT Purchaser entered into Transition Services Agreements (the “TSAs”) for U.S./Europe and Japan. Under the TSAs, we have agreed to provide and receive various services to and from the Purchaser on an arms-length fee-for-service basis for a term of twelve months as of the date of the TSAs, with the option of a renewal term of up to eighteen months from the effective date of the respective agreement. Net amounts charged from (to) the Purchaser under the TSAs for the three and nine months ended March 31, 2018 and 2017 are ($6) and ($49), respectively, and are recorded within operating expenses.

Results associated with the Real-Time business are classified as income from discontinued operations, net of income taxes, in our condensed consolidated statements of operations. Operating expenses recorded in discontinued operations include costs incurred directly in support of the Real-Time business. For the three and nine months ended March 31, 2017, income from discontinued operations for our Real-Time business is comprised of the following:

	Three Months Ended March 31,		Nine Months Ended March 31,
	2017		2017
Revenue	$	7,536	$	23,843
Cost of sales		3,099		9,494
Gross margin		4,437		14,349
Operating expenses:
Sales and marketing		1,436		4,503
Research and development		1,024		3,043
General and administrative		204		589
Total operating expenses		2,664		8,135
Operating income		1,773		6,214
Other income, net		36		18
Income from discontinued operations before income taxes		1,809		6,232
Provision for income taxes		82		360
Income from discontinued operations	$	1,727	$	5,872

In accordance with ASC Topic 205-20, Discontinued Operations, additional disclosures relating to cash flow are required for discontinued operations. Cash flow information relating to the Real-Time business for the nine months ended March 31, 2017 is as follows:

	Nine Months Ended March 31, 2017
Operating cash flow data:
Depreciation and amortization	$	248
Share-based compensation		72
Provision for (recovery of) excess and obsolete inventories		(18)
Provision for bad debts		-
Foreign currency exchange gains		(22)
Investing cash flow data:
Capital expenditures		(197)

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Fair Value Measurements

9 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.

The Accounting Standards Codification requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

·	Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
·	Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
·	Level 3	Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

Our investment portfolio consists of money market funds, domestic and international commercial paper, equity securities and corporate debt. All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months are classified as available-for-sale investments. Our marketable securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of tax, reported in stockholders’ equity as a component of accumulated other comprehensive income or loss. Interest on securities is recorded in interest income. Any realized gains or losses would be shown in the accompanying consolidated statements of operations in other income or expense. We provide fair value measurements disclosures of our available-for-sale securities in accordance with one of the three levels of fair value measurement. We have no financial assets that are measured on a recurring basis that fall within Level 3 of the fair value hierarchy.

Assets measured at fair value on a recurring basis are summarized below:

March 31, 2018	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Cash	$	20,321	$	20,321	$	-	$	-
Money market funds		22,563		22,563		-		-
Commercial paper		1,997		-		1,997		-
Cash and cash equivalents		44,881		42,884		1,997		-
Commercial paper		7,824		-		7,824		-
Corporate debt		5,476				5,476
Common stock		2,943		2,943
Available-for-sale investments		16,243		2,943		13,300		-
	$	61,124	$	45,827	$	15,297	$	-

June 30, 2017	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Cash	$	5,227	$	5,227	$	-	$	-
Money market funds		26,051		26,051		-		-
Commercial paper		4,196		-		4,196		-
Cash and cash equivalents		35,474		31,278		4,196		-
Commercial paper		6,870		-		6,870		-
Short-term investments		6,870		-		6,870		-
	$	42,344	$	31,278	$	11,066	$	-

The methods and assumptions we use to estimate the fair value of assets and liabilities measured at fair value on a recurring basis are summarized below:

Fixed Maturity Securities. The fair values of the Company’s publicly-traded fixed maturity securities are generally based on prices obtained from independent pricing services. Consistent with the fair value hierarchy described above, securities with validated quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If we ultimately conclude that pricing information received from the independent pricing service is not reflective of market activity, non-binding broker quotes are used, if available.

The inputs used in the valuation of corporate and government securities include, but are not limited to, standard market observable inputs which are derived from, or corroborated by, market observable data including market yield curve, duration, call provisions, observable prices and spreads for similar publicly traded or privately traded issues that incorporate the credit quality and industry sector of the issuer.

For structured securities, valuation is determined using standard market inputs including spreads for actively traded securities, spreads off benchmark yields, expected prepayment timing and volumes, current and forecasted loss severity, rating, weighted average coupon, weighted average maturity, average delinquency rates, geographic region, debt-service coverage ratios and issuance-specific information including, but not limited to: collateral type, payment terms of the underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans.

Equity Securities. The balance consists of common stock of publicly traded companies. The fair values of publicly traded equity securities are based on quoted market prices in active markets and are classified within Level 1 in the fair value hierarchy.

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Investments

9 Months Ended

Mar. 31, 2018

Investments [Abstract]

Investments [Text Block]

6. Investments

Fixed Maturity and Equity Securities Available-for-Sale Investments

The following tables provide information relating to investments in fixed maturity and equity securities:

March 31, 2018	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Fixed maturity securities
Commercial paper	$	7,824	$	-	$	-	$	7,824
Corporate debt		5,850		8		(382)		5,476
Total fixed maturity securities	$	13,674	$	8	$	(382)	$	13,300
Equity securities
Common stock	$	2,880	$	85	$	(22)	$	2,943
Total equity securities	$	2,880	$	85	$	(22)	$	2,943
Total	$	16,554	$	93	$	(404)	$	16,243

June 30, 2017	Unamortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Fixed maturity securities
Commercial paper	$	6,870	$	-	$	-	$	6,870
Total fixed maturity securities	$	6,870	$	-	$	-	$	6,870

Maturities of Fixed Maturity Securities Available-for-Sale

The amortized cost and fair value of fixed maturity securities available-for-sale as of March 31, 2018 are shown by contractual maturity in the table below. Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Fixed maturity securities
Due in one year or less	$	7,824	$	7,824
Due after one year through three years		2,732		2,385
Due after three years through five years		349		347
Due after five years through ten years		2,769		2,744
Total fixed maturity securities	$	13,674	$	13,300

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Income Taxes

9 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

Components of Provision (Benefit) for Income Taxes

The domestic and foreign components of loss from continuing operations before the (benefit) provision for income taxes are as follows:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
United States	$	(6,331)	$	(3,330)	$	(11,285)	$	(6,297)
Foreign		5,261		1,155		5,079		1,177
Loss from continuing operations	$	(1,070)	$	(2,175)	$	(6,206)	$	(5,120)

The components of the (benefit) provision for income taxes are as follows:

 

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
United States	$	(222)	$	14	$	(1,140)	$	35
Foreign		-		(4)		-		(4)
(Benefit) provision for income taxes	$	(222)	$	10	$	(1,140)	$	31

For both the three and nine months ended March 31, 2018, the domestic tax expense is lower than the prior year primarily due to the favorable impact of the Tax Cuts and Jobs Act (enacted on December 22, 2017) on the realizability of our alternative minimum tax credits and lower domestic income as compared to the same periods from the prior year.

Net Operating Losses

As of June 30, 2017, we had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $71,729 for income tax purposes, of which none expire in fiscal year 2018, and the remainder expire at various dates through fiscal year 2036. As a result of the recognition of a taxable gain on the sale of our Content Delivery business on December 31, 2017, we utilized approximately $16,537 of our federal NOLs during the nine months ended March 31, 2018. Our federal NOLs are projected to be approximately $56,035 as of June 30, 2018. With the enactment of the Tax Cuts and Jobs Act, U.S. federal NOLs generated in taxable years ending after December 31, 2017 will have an indefinite carryforward period.

 

In the third quarter of our fiscal 2018, we completed an evaluation of the potential effect of Section 382 of the Internal Revenue Code (the “IRC”) on our ability to utilize these net operating losses (the “Section 382 Study”). The Section 382 Study concluded that we have not had an ownership change for the period from July 22, 1993 to February 8, 2018. The Section 382 Study also analyzed various hypothetical ownership changes to enable us to monitor and evaluate our ownership base for any potential impairment of the NOLs on an ongoing basis. If we experience an ownership change as defined in Section 382 of the IRC, our ability to use these NOLs will be substantially limited, which could therefore significantly impair the value of that asset. See section below entitled “Tax Asset Preservation Plan” for details regarding steps we have taken to protect the value of our NOLs.

We also have State NOLs that expire according to the rules of each state and expiration will occur between fiscal year 2018 and fiscal year 2036 and foreign NOLs that expire according to the rules of each country. Currently, none of the jurisdictions in which we have foreign NOLs are subject to expiration due to indefinite carryforward periods.

Deferred Tax Assets and Related Valuation Allowances

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining whether or not a valuation allowance for tax assets is needed, we evaluate all available evidence, both positive and negative, including: trends in operating income or losses; currently available information about future years; future reversals of existing taxable temporary differences; future taxable income exclusive of reversing temporary differences and carryforwards; taxable income in prior carryback years if carryback is permitted under the tax law; and tax planning strategies that would accelerate taxable amounts to utilize expiring carryforwards, change the character of taxable and deductible amounts from ordinary income or loss to capital gain or loss, or switch from tax-exempt to taxable investments. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of March 31, 2018, we maintain a full valuation allowance on our net deferred tax assets in all jurisdictions except the U.S.

United States:

The Tax Cut and Jobs Act was enacted on December 22, 2017.  Under ASC 740, the impact of changes in tax law must be recorded in the financial statements in the reporting period that included the date of enactment.  However, the SEC and the FASB both recognize that the magnitude of this law change will require extensive analysis and calculations to conform to the new provisions.  The SEC issued Staff Accounting Bulletin (‘SAB 118”) on December 22, 2017.  SAB 118 provides registrants with guidance on when and how to report the impact of the law change when all necessary information is not available. 

SAB 118 guidance provides that:

1. If analysis of the impact of the new law is completed by the time the financial statements are issued, then the impact should be included in the financial statements.

2. If only certain aspects of the new law are completed by the time the financial statements are issued but other aspects and other aspects are incomplete but able to be reasonably estimated, then the registrant should include both the certain aspects and a reasonable estimate of the incomplete aspects in its financial statements.  This reasonable estimate should be reported as a “provisional amount” during a “measurement period” not to exceed one year from the date of the enactment of the new law.

3. If a registrant does not have the necessary information available, prepared, or analyzed for certain aspects of the Tax Cuts and Jobs Act to calculate a provisional amount, then no provisional amounts should be in its financial statements. 

At March 31, 2018, consistent with the above processes, we evaluated the need for a valuation allowance against our deferred tax assets and determined that it was more likely than not that only our federal alternative minimum tax (“AMT”) tax credits of $1,131 would be realized. Under the Tax Cuts and Jobs Act, AMT tax credits will now become refundable in conjunction with the repeal of the corporate AMT. For tax years beginning after December 31, 2017 and before January 1, 2022, the AMT credit is refundable in an amount equal to 50% (100% for the 2021 tax year) of the excess of the credit for the tax year over the amount of the credit allowable for the year against regular tax liability. This results in the Company receiving its entire AMT credit of $1,131 as a refund no later than fiscal 2022 and as such a valuation allowance is no longer needed for the AMT credit carryforward.  However, in accordance with ASC 740, we recognized a valuation allowance against all other net deferred tax asset items at March 31, 2018.

 

All Other Jurisdictions:

In all other jurisdictions, we do not have sufficient evidence of future income to conclude that it is more likely than not that we will realize our entire deferred tax inventory. Therefore, we have placed a full valuation allowance on the deferred tax inventory. These jurisdictions include the U.K., Germany, Spain, Hong Kong, and Australia. We re-evaluate our conclusions quarterly regarding the valuation allowance and we will make appropriate adjustments as necessary in the period in which significant changes occur.

Unrecognized Tax Benefits

We have evaluated our unrecognized tax benefits and determined that there has not been a material change in the amount of such benefits for the nine months ended March 31, 2018.

Research and Development Tax Credits

During the year ended June 30, 2017, we applied for both a U.S. federal and state of Georgia research and development tax credit in the amounts of $719 and $675, respectively, for our fiscal year ending June 30, 2016. For U.S. federal tax purposes, the credit cannot be utilized immediately but will carryforward for a period of 20 years. As we do not expect to be able to realize the benefit of the U.S. federal tax credit carryforward before its expiration, we maintain a full valuation allowance on this item. For the state of Georgia tax credit, we have recorded the credit within both other current assets and other long-term assets with an offset in both accrued expenses and other long-term liabilities in our condensed consolidated balance sheets as of March 31, 2018 and June 30, 2017. As future payroll tax withholdings of our Georgia-based employees become due, we are able to offset the withholding amount dollar-for-dollar against the credit. As a result, as the credit is claimed, we will (1) reduce other current assets and offset the payroll tax liability and (2) reduce accrued expenses and recognize a reduction of operating expenses.

 

During the three and nine months ended March 31, 2018, we recognized $0 and $274, respectively, of the state of Georgia credit and reduced operating expenses accordingly. As of March 31, 2018, State tax credit assets of of $575 and $26 are reflected within other current assets and other long-term assets, respectively, and unrecogized income from these credits of $142 and $12 are reflected in accrued expenses and other long-term liabilities, respectively. As of March 31, 2018 we have not received any proceeds from utilization of our State tax credits and we have not received any assurance as to if, or when, we will receive such proceeds.

 

Tax Asset Preservation Plan

At our 2016 Annual Meeting of Stockholders held on October 26, 2016, our stockholders adopted a formal amendment to our certificate of incorporation (the “Protective Amendment”) to deter any person acquiring 4.9% or more of the outstanding Common Stock without the approval of our Board in order to protect the value of our NOLs. The Protective Amendment was extended by our stockholders at our 2017 Annual Meeting of Stockholders held on October 25, 2017 and will expire on the earliest of (i) the Board of Directors’ determination that the Protective Amendment is no longer necessary for the preservation of the Company’s NOLs because of the amendment or repeal of Section 382 or any successor statute, (ii) the close of business on the first day of any taxable year of CCUR Holdings to which the Board of Directors determines that none of our NOLs may be carried forward (iii) such date as the Board of Directors otherwise determines that the Protective Amendment is no longer necessary for the preservation of the Company’s NOLs and (iv) the date of our Annual Meeting of Stockholders to be held during calendar year 2018.

As indicated in our Form 8-K filed on February 15, 2018, the Company executed and delivered the Amended Consent and Limited Waiver to the Standstill Agreement, filed therewith as Exhibit 10.1 (the “Amended Consent and Limited Waiver”), to JDS1, LLC and Julian Singer (together with their affiliates and associates, the “Investor Group”). The Consent and Limited Waiver provides that so long as (i) the Investor Group collectively beneficially own no more than 30.0% of the outstanding shares of common stock of the Company and (ii) any acquisition of common stock of the Company by the Investor Group would not reasonably be expected to limit the Company’s ability to utilize the Company’s net operating loss carryforwards, the Company shall not deem the Investor Group to have effected a Prohibited Transfer as that term is defined in the Company’s Restated Certificate of Incorporation.

As indicated in our Form 8-K filed on April 25, 2018, the Amended Consent and Limited Waiver was subsequently amended to provide that so long as (i) the Investor Group collectively beneficially own no more than 35.0% of the outstanding shares of common stock of the Company less the remaining shares of Common Stock that the Company is authorized to purchase under its stock repurchase program as announced on March 5, 2018, pursuant to which the Company is authorized to repurchase up to one million of its outstanding shares of Common Stock and (ii) any acquisition of common stock of the Company by the Investor Group would not reasonably be expected to actually limit the Company’s ability to utilize the Company’s net operating loss carryforwards, the Company shall not deem the Investor Group to have effected a Prohibited Transfer as that term is defined in the Company’s Restated Certificate of Incorporation.

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Share-Based Compensation

9 Months Ended

Mar. 31, 2018

Share-based Compensation [Abstract]

Share-Based Compensation

8. Share-Based Compensation

As of March 31, 2018, we had share-based compensation plans which are described in Note 10 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017. We recognize stock compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. As of March 31, 2018, we had 15,000 stock options outstanding and 60,000 restricted shares outstanding. During the nine months ended March 31, 2018, 15,000 stock options were granted, 30,881 expired, and none were forfeited or exercised. We recorded share-based compensation within continuing operations related to the issuance of 1) restricted stock to employees and board members, and 2) stock options to a board member:

 

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
General and administrative	$	39	$	165	$	2,086	$	513

 

We use a Black-Scholes option valuation model to determine the grant date fair value of share-based compensation. The Black-Scholes model incorporates various assumptions including the expected term of awards, volatility of stock price, risk-free rates of return and dividend yield. The expected term of an award is no less than the option vesting period and is based on our expectations under our current operating environment. Expected volatility is based upon the historical volatility of the Company’s stock price. The risk-free interest rate is approximated using rates available on U.S. Treasury securities with a remaining term similar to the option’s expected life. We use a dividend yield of zero in the Black-Scholes option valuation model as we do not anticipate paying cash dividends in the foreseeable future. Share-based compensation is recorded net of expected forfeitures.

A summary of the activity of our time-based, service condition stock options during the nine months ended March 31, 2018, is presented below:

Stock Options	Shares		Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		30,881	$	13.06
Granted		15,000		5.42
Exercised		-		-
Expired		(30,881)		13.06
Non-vested at March 31, 2018		15,000	$	5.42

 

The fair value of options granted during the nine months ended March 31, 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Expected option life (in years)	3.0
Risk-free interest rate	2.3	%
Expected volatility	31.1	%
Dividend yield	0.0	%

A summary of the activity of our time-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:

Restricted Stock Awards	Shares		Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		440,613	$	5.45
Granted		117,900		5.72
Vested		(476,013)		5.46
Forfeited		(22,500)		5.98
Non-vested at March 31, 2018		60,000	$	5.71

A summary of the activity of our performance-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:

Performance Stock Awards	Shares		Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		50,000	$	5.49
Vested		(50,000)		5.49
Non-vested at March 31, 2018		-	$	-

In conjunction with the sale of our Content Delivery business on December 31, 2017 (see Note 4 – Discontinued Operations), substantially all of the previously non-vested restricted stock awards (including 50,000 performance-based restricted stock awards) were accelerated to vest as a result of a change of control as determined by our Board of Directors resulting in share-based compensation expense of $1,745 for the three months ending December 31, 2017. In January 2018, we allowed for the net settlement of certain of these awards for the payment of payroll taxes due to certain non-Section 16 employees. Such net settlement resulted in the Company acquiring and retiring 41,566 shares of its common stock.

 

Additionally, one of our independent directors resigned from the Board of Directors, effective on December 31, 2017 (see Note 14 – Commitments and Contingencies – Resignation of Directors) and we accelerated the vesting of 7,500 shares of previously non-vested restricted stock held by that director. This acceleration of vesting resulted in incremental stock compensation expense of $43 during the three months ended December 31, 2017. As of March 31, 2018, 22,500 restricted stock awards granted to our three remaining directors who received restricted shares in November 2017 remain outstanding and subject to their original time-based vesting schedule, as the Board determined these shares should not vest upon the sale of our Content Delivery business.

 

In conjunction with the resignation of three of our independent directors in July 2017 (see Note 14 – Commitments and Contingencies – Resignation of Directors), we accelerated the vesting of 5,400 shares of restricted stock held by each of the resigning directors. This acceleration of vesting resulted in incremental stock compensation expense of $37 during the nine months ended March 31, 2018.

 

All remaining share-based compensation expense for the three and nine-month periods ended March 31, 2018 and 2017 resulted from vesting of shares over their respective vesting periods.

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Pensions and Other Postretirement Benefits

9 Months Ended

Mar. 31, 2018

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Pensions and Other Postretirement Benefits

9. Pensions and Other Postretirement Benefits

Defined Contribution Plans

We maintain a retirement savings plan available to U.S. employees that qualifies as a defined contribution plan under Section 401(k) of the Internal Revenue Code. We match 50% of the first 5% of the participants’ compensation invested by the employee in the 401(k) plan. We made matching contributions of $4 and $4 during the three months ended March 31, 2018 and 2017, respectively, and $17 and $16 during the nine months ended March 31, 2018 and 2017, respectively.

 

Defined Benefit Plans

The following table provides the components of net periodic pension cost of our German defined benefit pension plans recognized in earnings for the three and nine months ended March 31, 2018 and 2017:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Net Periodic Benefit Cost
Interest cost	$	19	$	13	$	55	$	38
Expected return on plan assets		(2)		(4)		(7)		(11)
Recognized actuarial loss		16		19		48		57
Net periodic benefit cost	$	33	$	28	$	96	$	84

We contributed $3 and $3 to our German defined benefit pension plans for the three months ending March 31, 2018 and 2017, respectively, and $11 and $10 for the nine months ending March 31, 2018 and 2017, respectively. We expect to make an additional, similar, quarterly contribution during the fourth quarter of our fiscal year 2018.

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Accounts Payable and Accrued Expenses

9 Months Ended

Mar. 31, 2018

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accounts Payable and Accrued Expenses

10. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	March 31, 2018		June 30, 2017
Accounts payable, trade	$	492	$	246
Accrued trade settlement		2,679		-
Accrued payroll, vacation and other employee expenses		168		1,240
Accrued Real-Time business sale transaction expenses		-		1,767
Unrecognized income from research and development tax credits		142		566
Accrued income taxes		11		415
Dividend payable		1		60
Other accrued expenses		259		227
	$	3,752	$	4,521

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Stock Repurchase

9 Months Ended

Mar. 31, 2018

Stock Repurchase Abstract [Abstract]

Stock Repurchase

11. Stock Repurchase

On January 2, 2018, we purchased 41,566 shares of our common stock at an average price of $5.76 per share from certain employees whose restricted shares vested due to the change in control triggered by the sale of our Content Delivery business on December 31, 2017. The repurchase of shares was approved by the Board of Directors on a one-time basis to facilitate employees’ payment of payroll withholding taxes due upon vesting of the shares. Shares were repurchased from employees only to the extent required to fund minimum required withholding taxes based on the closing price nearest to the December 31, 2017 vest date. Section 16 officers were prohibited from participating in this employee share repurchase.

On March 5, 2018, we announced that our Board of Directors authorized the repurchase of up to one million shares of the Company’s common stock. As of March 31, 2018, we have repurchased 312,524 shares of our common stock under this repurchase plan at an average price of $5.12 per share. Repurchases may be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. Open market purchases may be made pursuant to trading plans subject to the restrictions and protections of Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

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Dividends

9 Months Ended

Mar. 31, 2018

Dividends [Abstract]

Dividends

12. Dividends

During the nine months ended March 31, 2018, our Board approved quarterly cash dividends as follows:

			Dividends Declared
Record Date	Payment Date	Type	Per Share		Total
September 12, 2017	September 26, 2017	Quarterly	$	0.12	$	1,187
December 14, 2017	December 28, 2017	Quarterly	$	0.12		1,191
				Total	$	2,378

On October 27, 2017, we announced the Board of Directors’ decision to suspend the Company’s quarterly dividend following the payment of the December 28, 2017 dividend to preserve the Company’s liquidity while the Investment Committee considers potential acquisition targets and alternative uses of the Company’s remaining assets, including the proceeds of the Vecima transaction. The Board of Directors will continue to regularly assess our allocation of capital and evaluate whether and when to reinstate the quarterly or other special dividend.

As a result of the sale of our Content Delivery business on December 31, 2017 (see Note 4 – Discontinued Operations) and the acceleration of vesting of substantially all of the previously non-vested restricted stock awards, substantially all of our accrued dividends became payable as of December 31, 2017 and were paid early in the third quarter of fiscal 2018. Current and non-current dividends payable consist of the following:

	March 31		June 30,
Dividends Payable	2018		2017
Current	$	1	$	60
Non-current		2		225
	$	3	$	285

For the nine months ended March 31, 2018, $8 of dividends payable were forfeited and returned to capital for restricted shares that were forfeited prior to meeting vesting requirements. Because the participants are not entitled to these dividends unless they complete the requisite service period for the shares to vest, they are not “participating dividends” as defined under ASC Topic 260-10, Earnings per Share.

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Accumulated Other Comprehensive Loss

9 Months Ended

Mar. 31, 2018

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

13. Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss by component, net of taxes, for the nine months ended March 31, 2018:

	Pension and Postretirement Benefit Plans		Currency Translation Adjustments		Unrealized Gain / (Loss) on Investments		Total
Balance at June 30, 2017	$	(1,345)	$	(1,545)	$	-	$	(2,890)
Other comprehensive income  before reclassifications		(203)		82		(311)		(432)
Amounts reclassified from accumulated  other comprehensive income (loss)		48		-		-		48
Net current period other  comprehensive income (loss)		(155)		82		(311)		(384)
Balance at March 31, 2018	$	(1,500)	$	(1,463)	$	(311)	$	(3,274)

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Commitments and Contingencies

9 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Severance Arrangements

Pursuant to the terms of the employment agreements with our executive officers and certain other employees, employment may be terminated by either the respective executive officer or us at any time. In the event the employee voluntarily resigns (except as described below) or is terminated for cause, compensation under the employment agreement will end. In the event an agreement is terminated by us without cause or in certain circumstances constructively by us, the terminated employee will receive severance compensation for a period from 6 to 12 months, depending on the employee, in an annualized amount equal to the respective employee's base salary then in effect. At March 31, 2018, the maximum contingent liability under these agreements is $437.

On January 30, 2018, the Company entered into a “First Amendment to Employment Agreement” with its CFO (the “First Amendment”) amending certain terms of the Employment Agreement entered into with its CFO on May 15, 2017. Pursuant to the First Amendment, the CFO’s employment will run through December 31, 2018 unless it is terminated earlier in accordance with the Employment Agreement. In the event of the CFO’s termination without “due cause” (as defined in the Employment Agreement), he will be entitled to receive a severance package consisting of (i) salary continuation payments for a period of twelve (12) months from the date of such termination at his most recent salary rate, (ii) the amount, if any, paid as an annual bonus in the year preceding termination, and (iii) COBRA continuation coverage under the Company’s hospitalization and medical plan and for the 12-month period following termination, he and his eligible dependents at the time of termination will be eligible to continue coverage at the same premium charged to active employees.

As a part of the First Amendment, if the CFO has a constructive termination of his employment without Due Cause during the term of the Employment Agreement, as amended, or within one year of a “change of control” (as defined in the Company’s Amended and Restated 2011 Stock Incentive Plan), subject to executing an irrevocable release, the CFO will be entitled to receive a severance package consisting of (i) salary continuation payments for a period of (A) nine (9) months in the event that the CFO provides written notice of a constructive termination to the Company prior to the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, or (B) twelve (12) months in the event that the CFO provides written notice of a constructive termination to the Company at any time during the period commencing on the day following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and ending on December 31, 2018, in either instance at his most recent salary rate, (ii) the amount, if any, paid as an annual bonus in the year preceding the CFO’s termination, and (iii) COBRA continuation coverage under the Company’s hospitalization and medical plan and for the 9-month or 12-month period, as the case may be, following termination he will be eligible to continue coverage, including his eligible dependents at the time of termination, at the same premium charged to active employees.

Separation of Chief Executive Officer

On December 31, 2017, the Company and its then president and CEO, Derek Elder, entered into a Separation and Consulting Agreement and General Release of Claims (the “Separation Agreement”), whereby his role as president and CEO of the Company terminated and he ceased to be a member of the Board of Directors and all committees thereof, effective on December 31, 2017. Mr. Elder’s separation from the Company did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to our operations, policies or practices. Under the Separation Agreement, Mr. Elder received the following payments in January 2018, all less applicable tax withholdings and deductions: (i) a lump sum cash severance payment of $558; (ii) $180, which equals the pro-rated portion of the maximum award payable to him under our annual incentive plan for the Company’s 2018 fiscal year; (iii) $19, which represents the difference between his monthly COBRA premium for himself and his eligible dependents who were covered under the Company's hospitalization and medical plan as of December 31, 2017 and the monthly premium that an active employee would pay for the same coverage as of December 31, 2017, multiplied by 12 and grossed up for estimated taxes; and (iv) the previously approved and announced $200 bonus payable on closing of the transaction with Vecima. In addition, all of Mr. Elder’s outstanding restricted stock awards and performance-based stock awards became fully vested on December 31, 2017 in accordance with the terms of the Company’s Amended and Restated 2011 Stock Incentive Plan.

Pursuant to the Separation Agreement, Mr. Elder will provide consulting services to the Company through December 31, 2018, unless the consulting term is terminated earlier in accordance with the terms of the Separation Agreement. As consideration for the consulting services, Mr. Elder will receive: (i) one payment of $218 on or about July 1, 2018; and (ii) an aggregate of $218 payable in six (6) substantially equal monthly installments during the period beginning on July 1, 2018 through December 31, 2018. In addition, Mr. Elder will be eligible to receive an “Incentive Transaction Bonus” (as defined in the Separation Agreement) upon the consummation of any acquisition of any entity or business (as defined in the Separation Agreement, a “Sourced Business”) by the Company that he sourced and introduced to the Company during the consulting term and is consummated on or before the 90th day following the termination of the consulting term (as defined by the Separation Agreement, a “Sourced Transaction”). The Incentive Transaction Bonus will equal the sum of (i) 1% of the total consideration paid by us for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the Net Asset Value (as defined in the Separation Agreement) of a subsequent sale of the Sourced Business by the Company that is consummated on or before the 5th anniversary of the closing of the Sourced Transaction. Each portion of the Incentive Transaction Bonus shall be paid in a lump sum cash payment no later than thirty (30) days following the consummation of the applicable transaction.

The consideration paid to the CEO under the Separation Agreement is in lieu of any change of control or other consideration payable to him under his previous employment agreement. The Separation Agreement contains a general release of claims against us and other “Released Parties” by the CEO and a covenant not to sue such Released Parties. Pursuant to the Separation Agreement, the CEO is required to comply with certain restrictive covenants regarding non-disclosure of Company information, non-disparagement, non-competition and non-solicitation of our customers and employees.

Resignation of Directors

As reported in our Current Report on Form 8-K filed on July 14, 2017, three of our independent directors resigned from our Board of Directors and all committees, effective as of July 14, 2017. In connection therewith, the Board approved a reduction in the size of the Board of Directors from seven (7) to four (4) directors. The resignations of such directors did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to the Company’s operations, policies or practices. In connection with these resignations, we agreed to accelerate the vesting of 5,400 shares of restricted stock held by each of the resigning directors (including an aggregate of $7 of accrued dividends released upon the acceleration of the vesting of the restricted stock), and to make a one-time payment to each of the resigning directors of $52, which includes unpaid meeting fees through the date of resignation. Additionally, as reported in our Current Report on Form 8-K filed on July 31, 2017, the Board approved an increase in the size of the Board of Directors from four (4) to five (5) members and added one new independent director.

Another independent director, Robert Pons, tendered his resignation from the Board of Directors and all committees thereof effective December 31, 2017. The resignation of Mr. Pons did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to our operations, policies or practices. In connection with his release of any claims against us, we agreed to accelerate the vesting of 7,500 shares of restricted stock held by Mr. Pons as of December 31, 2017. As reported in our Quarterly Report on Form 10-Q filed on February 14, 2018, Mr. Pons was replaced by the addition of a new independent director on February 8, 2018.

In connection with Mr. Pons’ resignation from the Board of Directors, we entered into a Consulting Agreement (the “Consulting Agreement”) with Spartan Advisors, Inc. ("Spartan"), a corporation owned and controlled Mr. Pons. Pursuant to the Consulting Agreement, Spartan will provide consulting services to us as reasonably requested by the Board of Directors, which services shall include identifying and presenting investment opportunities to the Company within the parameters provided by the Board from time to time. During the term of the Consulting Agreement, which will run from January 1, 2018 through December 31, 2018 unless terminated earlier in accordance with its terms, Spartan will be paid an aggregate of $85,000 in twelve monthly installments. Spartan will also be eligible to receive an “Incentive Transaction Bonus” (as defined in the Consulting Agreement upon the consummation of any acquisition (as defined in the Consulting Agreement, a “Sourced Transaction”) of an entity or business (as defined in the Consulting Agreement, a “Sourced Business”) by us that Spartan sourced and introduced to us during the term of the Consulting Agreement. Any transaction bonus payable to Spartan will equal the sum of (i) 1% of the total consideration paid by us for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the “Net Asset Value” (as defined in the Consulting Agreement) of any subsequent sale of the Sourced Business by the Company. Each portion of the Incentive Transaction Bonus shall be paid in a lump sum cash payment no later than thirty (30) days following the consummation of the applicable transaction. Spartan will also receive 7,500 shares of restricted units of common stock of the Company, which will vest in equal installments on the first, second, and third anniversary of the Consulting Agreement.

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Subsequent Events

9 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

From April 1, 2018 through May 3, 2018 we purchased an additional 354,336 shares of the Company’s stock at an average price of $5.03 per share under our stock purchase plan further described in footnote 11.

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Basic and Diluted Net Income (Loss) per Share (Tables)

9 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents a reconciliation of the numerators and denominators of basic and diluted net (loss) income per share for the periods indicated:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Loss from continuing operations	$	(848)	$	(2,185)	$	(5,066)	$	(5,151)
(Loss) income from discontinued operations, net of income taxes		(245)		527		22,851		477
Net (loss) income	$	(1,093)	$	(1,658)	$	17,785	$	(4,674)
Basic and diluted EPS:
Basic and diluted weighted average shares outstanding		9,824,588		9,261,862		9,549,215		9,231,932
Basic and diluted (loss) earnings per share:
Continuing operations	$	(0.09)	$	(0.24)	$	(0.53)	$	(0.56)
Discontinued operations		(0.02)		0.06	$	2.39		0.05
Net (loss) income	$	(0.11)	$	(0.18)	$	1.86	$	(0.51)

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Discontinued Operations (Tables)

9 Months Ended

Mar. 31, 2018

Content Delivery Business Segment [Member]

Disposal Groups, Including Discontinued Operations

For the three and nine months ended March 31, 2018 and 2017, income (loss) from discontinued operations related to our Content Delivery business is comprised of the following:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Revenue	$	-	$	7,445	$	16,018	$	19,801
Cost of sales		-		3,377		6,342		9,011
Gross margin		-		4,068		9,676		10,790
Operating expenses:
Sales and marketing		-		2,569		4,235		8,292
Research and development		-		2,033		3,290		6,137
General and administrative		-		620		951		1,983
Total operating expenses		-		5,222		8,476		16,412
Operating income (loss)		-		(1,154)		1,200		(5,622)
(Loss) gain on sale of Content Delivery business, net		(55)		-		22,554		-
Other income (expense), net		-		4		(143)		209
(Loss) income from discontinued operations before income taxes		(55)		(1,150)		23,611		(5,413)
Provision (benefit) for income taxes		190		50		760		(18)
(Loss) income from discontinued operations	$	(245)	$	(1,200)	$	22,851	$	(5,395)

At June 30, 2017, the carrying amounts of assets and liabilities of discontinued operations in our consolidated balance sheet were as follows:

ASSETS
Current assets:
Cash	$	419
Accounts receivable, net		6,886
Inventories		1,865
Prepaid expenses and other current assets		495
Total current assets		9,665
Property and equipment, net		1,724
Other long-term assets, net		598
Total noncurrent assets		2,322
Total assets of discontinued operations	$	11,987
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	3,643
Deferred revenue		1,454
Total current liabilities		5,097
Long-term liabilities:
Deferred revenue		66
Other long-term liabilities		206
Total noncurrent liabilities		272
Total liabilities of discontinued operations	$	5,369

Schedule for Reconciliation of the Gain Before Income Taxes of Disposal Groups, Including Discontinued Operations

A reconciliation of the gain before income taxes recorded on the sale of the Content Delivery business is as follows:

	Nine Months Ended March 31, 2018
Closing consideration	$	29,000
Adjustment for working capital		812
Net book value of assets sold		(5,274)
Other adjustments		(184)
Transaction costs		(1,800)
Gain on sale of Content Delivery business	$	22,554

Disposal Groups, Including Discontinued Operations ,Statement of Cash Flows

Cash flow information relating to the Content Delivery business for the nine months ended March 31, 2018 and 2017 is as follows: 

	Nine Months Ended March 31,
	2018		2017
Operating cash flow data:
Depreciation and amortization	$	605	$	1,093
Share-based compensation		170		111
Provision for (recovery of) excess and obsolete inventories		(23)		208
Foreign currency exchange gains		144		109
Investing cash flow data:
Capital expenditures		(275)		(522)

A reconciliation of our cash and cash equivalents as of June 30, 2017 is as follows:

	June 30, 2017
Cash and cash equivalents per balance sheet	$	35,474
Cash and cash equivalents classified within current assets of discontinued operations		419
Beginning cash and cash equivalents balance per statement of cash flows	$	35,893

Real time Business Segment [Member]

Disposal Groups, Including Discontinued Operations

For the three and nine months ended March 31, 2017, income from discontinued operations for our Real-Time business is comprised of the following:

	Three Months Ended March 31,		Nine Months Ended March 31,
	2017		2017
Revenue	$	7,536	$	23,843
Cost of sales		3,099		9,494
Gross margin		4,437		14,349
Operating expenses:
Sales and marketing		1,436		4,503
Research and development		1,024		3,043
General and administrative		204		589
Total operating expenses		2,664		8,135
Operating income		1,773		6,214
Other income, net		36		18
Income from discontinued operations before income taxes		1,809		6,232
Provision for income taxes		82		360
Income from discontinued operations	$	1,727	$	5,872

Disposal Groups, Including Discontinued Operations ,Statement of Cash Flows

ash flow information relating to the Real-Time business for the nine months ended March 31, 2017 is as follows:

	Nine Months Ended March 31, 2017
Operating cash flow data:
Depreciation and amortization	$	248
Share-based compensation		72
Provision for (recovery of) excess and obsolete inventories		(18)
Provision for bad debts		-
Foreign currency exchange gains		(22)
Investing cash flow data:
Capital expenditures		(197)

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Fair Value Measurements (Tables)

9 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

Assets measured at fair value on a recurring basis are summarized below:

March 31, 2018	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Cash	$	20,321	$	20,321	$	-	$	-
Money market funds		22,563		22,563		-		-
Commercial paper		1,997		-		1,997		-
Cash and cash equivalents		44,881		42,884		1,997		-
Commercial paper		7,824		-		7,824		-
Corporate debt		5,476				5,476
Common stock		2,943		2,943
Available-for-sale investments		16,243		2,943		13,300		-
	$	61,124	$	45,827	$	15,297	$	-

June 30, 2017	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Cash	$	5,227	$	5,227	$	-	$	-
Money market funds		26,051		26,051		-		-
Commercial paper		4,196		-		4,196		-
Cash and cash equivalents		35,474		31,278		4,196		-
Commercial paper		6,870		-		6,870		-
Short-term investments		6,870		-		6,870		-
	$	42,344	$	31,278	$	11,066	$	-

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Investments (Tables)

9 Months Ended

Mar. 31, 2018

Investments [Abstract]

Available-for-sale Securities [Table Text Block]

The following tables provide information relating to investments in fixed maturity and equity securities:

March 31, 2018	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Fixed maturity securities
Commercial paper	$	7,824	$	-	$	-	$	7,824
Corporate debt		5,850		8		(382)		5,476
Total fixed maturity securities	$	13,674	$	8	$	(382)	$	13,300
Equity securities
Common stock	$	2,880	$	85	$	(22)	$	2,943
Total equity securities	$	2,880	$	85	$	(22)	$	2,943
Total	$	16,554	$	93	$	(404)	$	16,243

June 30, 2017	Unamortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Fixed maturity securities
Commercial paper	$	6,870	$	-	$	-	$	6,870
Total fixed maturity securities	$	6,870	$	-	$	-	$	6,870

Disclosure Of Information Regarding Maturity Of Available For Sale Of Securities [Table Text Block]

The amortized cost and fair value of fixed maturity securities available-for-sale as of March 31, 2018 are shown by contractual maturity in the table below. Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Fixed maturity securities
Due in one year or less	$	7,824	$	7,824
Due after one year through three years		2,732		2,385
Due after three years through five years		349		347
Due after five years through ten years		2,769		2,744
Total fixed maturity securities	$	13,674	$	13,300

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Income Taxes (Tables)

9 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The domestic and foreign components of loss from continuing operations before the (benefit) provision for income taxes are as follows:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
United States	$	(6,331)	$	(3,330)	$	(11,285)	$	(6,297)
Foreign		5,261		1,155		5,079		1,177
Loss from continuing operations	$	(1,070)	$	(2,175)	$	(6,206)	$	(5,120)

Schedule of Components of Income Tax Expense (Benefit)

The components of the (benefit) provision for income taxes are as follows:

 

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
United States	$	(222)	$	14	$	(1,140)	$	35
Foreign		-		(4)		-		(4)
(Benefit) provision for income taxes	$	(222)	$	10	$	(1,140)	$	31

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Share-Based Compensation (Tables)

9 Months Ended

Mar. 31, 2018

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Share Based Compensation Expense Allocation

We recorded share-based compensation within continuing operations related to the issuance of 1) restricted stock to employees and board members, and 2) stock options to a board member:

 

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
General and administrative	$	39	$	165	$	2,086	$	513

Summary of Option Activity

A summary of the activity of our time-based, service condition stock options during the nine months ended March 31, 2018, is presented below:

Stock Options	Shares		Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		30,881	$	13.06
Granted		15,000		5.42
Exercised		-		-
Expired		(30,881)		13.06
Non-vested at March 31, 2018		15,000	$	5.42

Summary of Activity of Fair Value Options Granted

The fair value of options granted during the nine months ended March 31, 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Expected option life (in years)	3.0
Risk-free interest rate	2.3	%
Expected volatility	31.1	%
Dividend yield	0.0	%

Service-Based Restricted Shares [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Activity of Restricted Shares

A summary of the activity of our time-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:

Restricted Stock Awards	Shares		Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		440,613	$	5.45
Granted		117,900		5.72
Vested		(476,013)		5.46
Forfeited		(22,500)		5.98
Non-vested at March 31, 2018		60,000	$	5.71

Performance-Based Restricted Shares [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Activity of Restricted Shares

A summary of the activity of our performance-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:

Performance Stock Awards	Shares		Weighted- Average Grant Date Fair Value
Non-vested at July 1, 2017		50,000	$	5.49
Vested		(50,000)		5.49
Non-vested at March 31, 2018		-	$	-

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Pensions and Other Postretirement Benefits (Tables)

9 Months Ended

Mar. 31, 2018

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Components of net periodic pension cost of our German defined benefit pension plans recognized in earnings

The following table provides the components of net periodic pension cost of our German defined benefit pension plans recognized in earnings for the three and nine months ended March 31, 2018 and 2017:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
Net Periodic Benefit Cost
Interest cost	$	19	$	13	$	55	$	38
Expected return on plan assets		(2)		(4)		(7)		(11)
Recognized actuarial loss		16		19		48		57
Net periodic benefit cost	$	33	$	28	$	96	$	84

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Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Mar. 31, 2018

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	March 31, 2018		June 30, 2017
Accounts payable, trade	$	492	$	246
Accrued trade settlement		2,679		-
Accrued payroll, vacation and other employee expenses		168		1,240
Accrued Real-Time business sale transaction expenses		-		1,767
Unrecognized income from research and development tax credits		142		566
Accrued income taxes		11		415
Dividend payable		1		60
Other accrued expenses		259		227
	$	3,752	$	4,521

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Dividends (Tables)

9 Months Ended

Mar. 31, 2018

Dividends [Abstract]

Summary of Dividend Activity

During the nine months ended March 31, 2018, our Board approved quarterly cash dividends as follows:

			Dividends Declared
Record Date	Payment Date	Type	Per Share		Total
September 12, 2017	September 26, 2017	Quarterly	$	0.12	$	1,187
December 14, 2017	December 28, 2017	Quarterly	$	0.12		1,191
				Total	$	2,378

Schedule of Dividends Payable

Current and non-current dividends payable consist of the following:

	March 31		June 30,
Dividends Payable	2018		2017
Current	$	1	$	60
Non-current		2		225
	$	3	$	285

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Mar. 31, 2018

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive loss by component, net of taxes, for the nine months ended March 31, 2018:

	Pension and Postretirement Benefit Plans		Currency Translation Adjustments		Unrealized Gain / (Loss) on Investments		Total
Balance at June 30, 2017	$	(1,345)	$	(1,545)	$	-	$	(2,890)
Other comprehensive income  before reclassifications		(203)		82		(311)		(432)
Amounts reclassified from accumulated  other comprehensive income (loss)		48		-		-		48
Net current period other  comprehensive income (loss)		(155)		82		(311)		(384)
Balance at March 31, 2018	$	(1,500)	$	(1,463)	$	(311)	$	(3,274)

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Recent Accounting Guidance (Details Textual) $ in Thousands	Mar. 31, 2018 USD ($)
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	$ 63

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Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Loss from continuing operations	$ (848)	$ (2,185)	$ (5,066)	$ (5,151)
(Loss) income from discontinued operations, net of income taxes	(245)	527	22,851	477
Net (loss) income	$ (1,093)	$ (1,658)	$ 17,785	$ (4,674)
Basic and diluted EPS:
Basic and diluted weighted average shares outstanding	9,824,588	9,261,862	9,549,215	9,231,932
Basic and diluted (loss) earnings per share:
Continuing operations	$ (0.09)	$ (0.24)	$ (0.53)	$ (0.56)
Discontinued operations	(0.02)	0.06	2.39	0.05
Net (loss) income	$ (0.11)	$ (0.18)	$ 1.86	$ (0.51)

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Basic and Diluted Net Income (Loss) per Share (Details Textual) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	9,614	238,696	216,791	250,441

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Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Operating expenses:
(Loss) gain on sale of Content Delivery business, net			$ 22,554
(Loss) income from discontinued operations	$ (245)	$ 527	22,851	$ 477
Content Delivery Business Segment [Member]
Revenue	0	7,445	16,018	19,801
Cost of sales	0	3,377	6,342	9,011
Gross margin	0	4,068	9,676	10,790
Operating expenses:
Sales and marketing	0	2,569	4,235	8,292
Research and development	0	2,033	3,290	6,137
General and administrative	0	620	951	1,983
Total operating expenses	0	5,222	8,476	16,412
Operating income (loss)	0	(1,154)	1,200	(5,622)
(Loss) gain on sale of Content Delivery business, net	(55)	0	22,554	0
Other income (expense), net	0	4	(143)	209
(Loss) income from discontinued operations before income taxes	(55)	(1,150)	23,611	(5,413)
Provision (benefit) for income taxes	190	50	760	(18)
(Loss) income from discontinued operations	$ (245)	$ (1,200)	$ 22,851	$ (5,395)

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Discontinued Operations (Details 1) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Closing consideration	$ 29,000	$ 29,812
Adjustment for working capital	812
Net book value of assets sold	(5,274)
Other adjustments	(184)
Transaction costs	(1,800)
Gain on sale of Content Delivery business	$ 22,554

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Discontinued Operations (Details 2) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Current assets:
Cash		$ 419
Accounts receivable, net		6,886
Inventories		1,865
Prepaid expenses and other current assets		495
Total current assets	$ 0	9,665
Property and equipment, net		1,724
Other long-term assets, net		598
Total noncurrent assets	0	2,322
Total assets of discontinued operations		11,987
Current liabilities:
Accounts payable and accrued expenses		3,643
Deferred revenue		1,454
Total current liabilities	0	5,097
Long-term liabilities:
Deferred revenue		66
Other long-term liabilities		206
Total noncurrent liabilities	$ 0	272
Total liabilities of discontinued operations		$ 5,369

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Discontinued Operations (Details 3) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017	Jun. 30, 2016
Investing cash flow data:
Cash and cash equivalents per balance sheet	$ 44,881		$ 35,474
Cash and cash equivalents classified within current assets of discontinued operations			419
Beginning cash and cash equivalents balance per statement of cash flows	44,881	$ 15,750	$ 35,893	$ 20,268
Content Delivery Business Segment [Member]
Operating cash flow data:
Depreciation and amortization	605	1,093
Share-based compensation	170	111
Provision for (recovery of) excess and obsolete inventories	(23)	208
Foreign currency exchange gains	144	109
Investing cash flow data:
Capital expenditures	$ (275)	$ (522)

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Discontinued Operations (Details 4) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Operating expenses:
Income from discontinued operations	$ (245)	$ 527	$ 22,851	$ 477
Real time Business Segment [Member]
Revenue		7,536		23,843
Cost of sales		3,099		9,494
Gross margin		4,437		14,349
Operating expenses:
Sales and marketing		1,436		4,503
Research and development		1,024		3,043
General and administrative		204		589
Total operating expenses		2,664		8,135
Operating income		1,773		6,214
Other income, net		36		18
Income from discontinued operations before income taxes		1,809		6,232
Provision for income taxes		82		360
Income from discontinued operations		$ 1,727		$ 5,872

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Discontinued Operations (Details 5) - Real time Business Segment [Member] $ in Thousands	9 Months Ended
	Mar. 31, 2017 USD ($)
Operating cash flow data:
Depreciation and amortization	$ 248
Share-based compensation	72
Provision for (recovery of) excess and obsolete inventories	(18)
Provision for bad debts	0
Foreign currency exchange gains	(22)
Investing cash flow data:
Capital expenditures	$ (197)

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Discontinued Operations (Details Textual) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended	9 Months Ended
	May 15, 2017	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Oct. 13, 2017
Disposal Group, Including Discontinued Operation, Consideration		$ 29,000	$ 29,812		$ 29,812	$ 29,000
Disposal Group, Including Discontinued Operation, Consideration Adjustment for Working Capital		812				812
Cash Divested from Deconsolidation						106
Payments For Working Capital Adjustments		658
Disposal Group Including Discontinued Operation Transaction Cost		55
Revenue, Other Financial Services		63				63
Content Delivery Segment [Member]
Disposal Group, Including Discontinued Operation, Consideration								$ 29,000
Proceeds from Divestiture of Businesses					29,020
Escrow Deposit			1,450		1,450
Disposal Group, Including Discontinued Operation, Consideration Adjustment for Working Capital			1,470		$ 1,470
Content Delivery Segment [Member] | General and Administrative Expense [Member]
Payments to Employees		479
Real time Business Segment [Member]
Disposal Group, Including Discontinued Operation, Consideration	$ 35,000
Gross Proceeds from Divestiture of Businesses	30,200
Proceeds from Divestiture of Businesses	2,800
Escrow Deposit	$ 2,000
Other Cost and Expense, Operating		6		$ 6		$ 49	$ 49
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost		1,745	$ 1,745
Chief Executive Officer [Member] | Content Delivery Segment [Member] | General and Administrative Expense [Member]
Severance Costs		544
Executive Officer [Member] | Content Delivery Segment [Member] | General and Administrative Expense [Member]
Severance Costs		$ 132

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	$ 61,124	$ 42,344
Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	16,243
Common Stock [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	2,943
Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	44,881	35,474
Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		6,870
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	45,827	31,278
Fair Value, Inputs, Level 1 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	2,943
Fair Value, Inputs, Level 1 [Member] | Common Stock [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	2,943
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	42,884	31,278
Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	15,297	11,066
Fair Value, Inputs, Level 2 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	13,300
Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,997	4,196
Fair Value, Inputs, Level 2 [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		6,870
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0
Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Cash [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	20,321	5,227
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	20,321	5,227
Cash [Member] | Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Cash [Member] | Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Money Market Funds [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	22,563	26,051
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	22,563	26,051
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Commercial Paper [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	7,824
Commercial Paper [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,997	4,196
Commercial Paper [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		6,870
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	7,824
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,997	4,196
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		6,870
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring		$ 0
Repurchase Agreements [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	5,476
Repurchase Agreements [Member] | Fair Value, Inputs, Level 2 [Member] | Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	$ 5,476

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Investments (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Jun. 30, 2017
Available-for-sale Debt Securities, Amortized Cost Basis	$ 13,674	$ 6,870
Available-for-sale Equity Securities, Amortized Cost Basis	2,880
Available-for-sale Securities, Amortized Cost Basis	16,554
Available-for-sale Debt Securities Gross Unrealized Gain	8	0
Available-for-sale Equity Securities, Gross Unrealized Gain	85
Available-for-sale Securities, Gross Unrealized Gain	93
Available-for-sale Debt Securities, Gross Unrealized Loss	(382)	0
Available-for-sale Equity Securities, Gross Unrealized Loss	(22)
Available-for-sale Securities, Gross Unrealized Loss	(404)
Available-for-sale Securities, Debt Securities	13,300	6,870
Available-for-sale Equity Securities, Gross Unrealized Loss	(2,943)	0
Available-for-sale Securities	16,243
Common Stock [Member]
Available-for-sale Equity Securities, Amortized Cost Basis	2,880
Available-for-sale Equity Securities, Gross Unrealized Gain	85
Available-for-sale Equity Securities, Gross Unrealized Loss	(22)
Available-for-sale Equity Securities, Gross Unrealized Loss	2,943
Commercial Paper [Member]
Available-for-sale Debt Securities, Amortized Cost Basis	7,824	6,870
Available-for-sale Debt Securities Gross Unrealized Gain	0	0
Available-for-sale Debt Securities, Gross Unrealized Loss	0	0
Available-for-sale Securities, Debt Securities	7,824	$ 6,870
Corporate Debt Securities [Member]
Available-for-sale Debt Securities, Amortized Cost Basis	5,850
Available-for-sale Debt Securities Gross Unrealized Gain	8
Available-for-sale Debt Securities, Gross Unrealized Loss	(382)
Available-for-sale Securities, Debt Securities	$ 5,476

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Investments (Details 1) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Fixed maturity securities Due in one year or less Amortized Cost	$ 7,824
Fixed maturity securities Due after one year through three years Amortized Cost	2,732
Fixed maturity securities Due after three years through five years Amortized Cost	349
Fixed maturity securities Due after five years through ten years Amortized Cost	2,769
Fixed maturity securities Total fixed maturity securities Amortized Cost	13,674	$ 6,870
Fixed maturity securities Due in one year or less Fair Value	7,824
Fixed maturity securities Due after one year through three years Fair Value	2,385
Fixed maturity securities Due after three years through five yearsFair Value	347
Fixed maturity securities Due after five years through ten yearsFair Value	2,744
Fixed maturity securities Total fixed maturity securities Fair Value	$ 13,300	$ 6,870

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
United States	$ (6,331)	$ (3,330)	$ (11,285)	$ (6,297)
Foreign	5,261	1,155	5,079	1,177
Loss from continuing operations	$ (1,070)	$ (2,175)	$ (6,206)	$ (5,120)

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Income Taxes (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Current:
United States	$ (222)	$ 14	$ (1,140)	$ 35
Foreign	0	(4)	0	(4)
Provision (benefit) for income taxes	$ (222)	$ 10	$ (1,140)	$ 31

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Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Mar. 31, 2018	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2018
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Domestic	$ 16,537	$ 16,537	$ 71,729
Tax Credit Carryforward, Expiration Period			20 years
Tax Credit Carryforward, Valuation Allowance	1,131	1,131
Scenario, Forecast [Member]
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Domestic					$ 56,035
Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Unrecognized Tax Benefits	142	142
Other Noncurrent Liabilities [Member] | Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Unrecognized Tax Benefits	12	12
Domestic Tax Authority [Member] | Research and Development Tax Credit [Member]
Operating Loss Carryforwards [Line Items]
Other Assets, Current	26	26
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount	0	274	$ 719	$ 675
State and Local Jurisdiction [Member] | Research and Development Tax Credit [Member]
Operating Loss Carryforwards [Line Items]
Other Assets, Current	$ 575	$ 575

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Share-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
General and administrative [Member]
Share-based compensation expense included in the consolidated statement of operations:
Allocated Share-based Compensation Expense	$ 39	$ 165	$ 2,086	$ 513

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Share-Based Compensation (Details 1)	9 Months Ended
	Mar. 31, 2018 $ / shares shares
Outstanding as of July 1, 2017, Shares (in shares) | shares	30,881
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	15,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares	(30,881)
Outstanding as of March 31, 2018, Shares (in shares) | shares	15,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Non vested, Weighted Average Grant Date Fair Value1 | $ / shares	$ 13.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	5.42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercised in Period, Weighted Average Grant Date Fair Value | $ / shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expired in Period, Weighted Average Grant Date Fair Value | $ / shares	13.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Non vested, Weighted Average Grant Date Fair Value1 | $ / shares	$ 5.42

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Share-Based Compensation (Details 2)	9 Months Ended
	Mar. 31, 2018
Expected option life (in years)	3 years
Risk-free interest rate	2.30%
Expected volatility	31.10%
Dividend yield	0.00%

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Share-Based Compensation (Details 3) - $ / shares	3 Months Ended	9 Months Ended
	Dec. 31, 2017	Mar. 31, 2018
Restricted Stock Awards [Member]
Non-vested at July 1, 2017 (in shares)		440,613
Granted, Shares (in shares)		117,900
Vested, Shares (in shares)		(476,013)
Forfeited, Shares (in shares)		(22,500)
Non-vested at March 31, 2018 (in shares)		60,000
Non-vested, Weighted Average Grant Date Fair Value at July 1, 2017 (in dollars per share)		$ 5.45
Granted, Weighted Average Grant Date Fair Value (in dollars per share)		5.72
Vested, Weighted Average Grant Date Fair Value (in dollars per share)		5.46
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)		5.98
Non-vested at, Weighted Average Grant Date Fair Value at March 31, 2018 (in dollars per share)		$ 5.71
Performance Stock Awards [Member]
Non-vested at July 1, 2017 (in shares)		50,000
Vested, Shares (in shares)	(50,000)	(50,000)
Non-vested at March 31, 2018 (in shares)		0
Non-vested, Weighted Average Grant Date Fair Value at July 1, 2017 (in dollars per share)		$ 5.49
Vested, Weighted Average Grant Date Fair Value (in dollars per share)		5.49
Non-vested at, Weighted Average Grant Date Fair Value at March 31, 2018 (in dollars per share)		$ 0

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Share-Based Compensation (Details Textual) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 02, 2018	Jan. 31, 2018	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2018	Jun. 30, 2017
Options, outstanding (in shares)			15,000		15,000	30,881
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period					0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period					30,881
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					15,000
Stock Repurchased During Period, Shares	41,566	41,566
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period					0
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					7,500
Restricted Stock [Member]
Restricted shares outstanding (in shares)			60,000		60,000
Restricted Stock [Member] | Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					5,400
Restricted Stock [Member] | Director [Member] | Standstill Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					5,400
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost					$ 37
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period				50,000	50,000
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost			$ 1,745	$ 1,745
Performance Shares [Member] | Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					7,500
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost				$ 43
Service Based Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period					117,900
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					476,013

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Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Net Periodic Benefit Cost
Interest cost	$ 19	$ 13	$ 55	$ 38
Expected return on plan assets	(2)	(4)	(7)	(11)
Recognized actuarial loss	16	19	48	57
Net periodic benefit cost	$ 33	$ 28	$ 96	$ 84

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Pensions and Other Postretirement Benefits (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Defined Contribution Plan Disclosure [Line Items]
Defined Benefit Plan, Contributions by Employer	$ 3	$ 3	$ 11	$ 10
United States Defined Contribution Plan [Member]
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay			5.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Match			50.00%
Defined Contribution Plan, Cost Recognized	$ 4	$ 4	$ 17	$ 16

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Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Accounts payable, trade	$ 492	$ 246
Accrued trade settlement	2,679	0
Accrued payroll, vacation and other employee expenses	168	1,240
Accrued Real-Time business sale transaction expenses	0	1,767
Unrecognized income from research and development tax credits	142	566
Accrued income taxes	11	415
Dividend payable	1	60
Other accrued expenses	259	227
Accounts payable and accrued expenses, Total	$ 3,752	$ 4,521

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Stock Repurchase (Details Textual) - $ / shares			1 Months Ended
	Mar. 05, 2018	Jan. 02, 2018	Jan. 31, 2018
Stock Repurchased During Period, Shares		41,566	41,566
Stock Repurchase, Average Price		$ 5.76
Stock Repurchase Plan [Member]
Stock Repurchased During Period, Shares	312,524
Stock Repurchase, Average Price	$ 5.12
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	1,000,000

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Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Dividends Payable [Line Items]
Dividends Declared Per Share (in dollars per share)	$ 0	$ 0.12	$ 0.24	$ 0.36
Dividends			$ 2,378
First Quarter Dividend [Member]
Dividends Payable [Line Items]
Record Date			Sep. 12, 2017
Payment Date			Sep. 26, 2017
Type			Quarterly
Dividends Declared Per Share (in dollars per share)			$ 0.12
Dividends			$ 1,187
Second Quarter Dividend [Member]
Dividends Payable [Line Items]
Record Date			Dec. 14, 2017
Payment Date			Dec. 28, 2017
Type			Quarterly
Dividends Declared Per Share (in dollars per share)			$ 0.12
Dividends			$ 1,191

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Dividends (Details 1) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Current	$ 1	$ 60
Non-current	2	225
Dividends Payable	$ 3	$ 285

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Dividends (Details Textual) $ in Thousands	9 Months Ended
	Mar. 31, 2018 USD ($)
Dividends Payable [Line Items]
Restricted Stock Award, Forfeitures, Dividends	$ 8

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Accumulated Other Comprehensive Loss (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2018 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at June 30, 2017	$ (2,890)
Other comprehensive income before reclassifications	(432)
Amounts reclassified from accumulated other comprehensive income (loss)	48
Net current period other comprehensive income (loss)	(384)
Balance at March 31, 2018	(3,274)
Unrealized Gain / (Loss) on Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at June 30, 2017
Other comprehensive income before reclassifications	(311)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Net current period other comprehensive income (loss)	(311)
Balance at March 31, 2018	(311)
Pension and Postretirement Benefit Plans [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at June 30, 2017	(1,345)
Other comprehensive income before reclassifications	(203)
Amounts reclassified from accumulated other comprehensive income (loss)	48
Net current period other comprehensive income (loss)	(155)
Balance at March 31, 2018	(1,500)
Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at June 30, 2017	(1,545)
Other comprehensive income before reclassifications	82
Amounts reclassified from accumulated other comprehensive income (loss)	0
Net current period other comprehensive income (loss)	82
Balance at March 31, 2018	$ (1,463)

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Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Jan. 31, 2018	Mar. 31, 2018	Dec. 31, 2018	Jun. 30, 2017
Loss Contingencies [Line Items]
Contingent Liability for Employee Severance Payments		$ 437
Dividends Payable		$ 3		$ 285
Scenario, Forecast [Member] | Spartan Advisors, Inc [Member]
Loss Contingencies [Line Items]
Incentive Transaction Bonus Description			(i) one payment of $218 on or about July1, 2018; and (ii) an aggregate of $218 payable in six (6) substantially equal monthly installments during the period beginning on July 1, 2018 through December 31, 2018.
Accrued Professional Fees, Current			$ 85,000
Chief Executive Officer [Member]
Loss Contingencies [Line Items]
Payments For Severance	$ 558
Payments For Pro-rated Portion Of Maximum Award Payable	180
Other Payments	19
Accrued Bonuses	$ 200
Chief Executive Officer [Member] | Scenario, Forecast [Member]
Loss Contingencies [Line Items]
Separation Agreement Consulting Service Fee Description			(i) 1% of the total consideration paid by us for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the Net Asset Value (as defined in the Separation Agreement) of a subsequent sale of the Sourced Business by the Company that is consummated on or before the 5th anniversary of the closing of the Sourced Transaction.
Incentive Transaction Bonus Description			(i) 1% of the total consideration paid by us for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the Net Asset Value (as defined in the Consulting Agreement) of any subsequent sale of the Sourced Business by the Company. Each portion of the Incentive Transaction Bonus shall be paid in a lump sum cash payment no later than thirty (30) days following the consummation of the applicable transaction.
Director [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		7,500
Due to Officers or Stockholders		$ 52
Dividends Payable		$ 7
Director [Member] | Restricted Stock [Member]
Loss Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		5,400
Minimum [Member]
Loss Contingencies [Line Items]
Terminated Employees Severance Compensation Period		6 months
Maximum [Member]
Loss Contingencies [Line Items]
Terminated Employees Severance Compensation Period		12 months

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Subsequent Events (Details Textual) - $ / shares		1 Months Ended
	Jan. 02, 2018	May 03, 2018	Jan. 31, 2018
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares	41,566		41,566
Stock Repurchase, Average Price	$ 5.76
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares		354,336
Stock Repurchase, Average Price		$ 5.03